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SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.,
as Depositor,
GMAC COMMERCIAL MORTGAGE CORPORATION,
as Master Servicer and Special Servicer,
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee,
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2000
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Commercial Mortgage Pass-Through Certificates
Series 2000-C1
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TABLE OF CONTENTS
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SECTION PAGE
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ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL.................2
SECTION 1.01. Defined Terms................................................................................2
SECTION 1.02. General Interpretive Principles.............................................................48
SECTION 1.03. Certain Calculations in Respect of the Mortgage Pool........................................48
SECTION 1.04. Cross-Collateralized Mortgage Loans.........................................................50
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF REMIC I
REGULAR INTERESTS, REMIC II REGULAR INTERESTS, REMIC III REGULAR INTERESTS AND CERTIFICATES.......................50
SECTION 2.01. Conveyance of Mortgage Loans................................................................50
SECTION 2.02. Acceptance of Mortgage Assets by Trustee....................................................53
SECTION 2.03. Certain Repurchases and Substitutions of Mortgage Loans by the Originators..................55
SECTION 2.04. Representations and Warranties of the Depositor.............................................58
SECTION 2.05. Representations and Warranties of the Master Servicer.......................................60
SECTION 2.06. Representations and Warranties of the Special Servicer......................................61
SECTION 2.07. Representations and Warranties of the Trustee...............................................63
SECTION 2.08. Designation of the Certificates.............................................................64
SECTION 2.09. Creation of REMIC I; Issuance of the REMIC I Regular Interests and the
REMIC I Residual Interest; Certain Matters Involving REMIC I and the Loan
REMICs......................................................................................65
SECTION 2.10. Conveyance of REMIC I Regular Interests; Acceptance of REMIC I Regular
Interests by Trustee........................................................................68
SECTION 2.11. Creation of REMIC II; Issuance of the REMIC II Regular Interests and the
REMIC II Residual Interest; Certain Matters Involving REMIC II..............................68
SECTION 2.12. Conveyance of REMIC II Regular Interests; Acceptance of REMIC II Regular
Interests by Trustee........................................................................70
SECTION 2.13. Creation of REMIC III; Issuance of the REMIC III Regular Interest
Certificates and the REMIC III Residual Interest; Certain Matters Involving
REMIC III...................................................................................71
SECTION 2.14. Acceptance of Grantor Trusts by Trustee; Issuance of the Class Y and Class
R Certificates..............................................................................74
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND....................................................................75
SECTION 3.01. Administration of the Mortgage Loans........................................................75
SECTION 3.02. Collection of Mortgage Loan Payments........................................................76
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SECTION 3.03. Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
Reserve Accounts............................................................................77
SECTION 3.04. Collection Account, Distribution Account, Interest Reserve Account and Gain
on Sale Reserve Fund........................................................................79
SECTION 3.05. Permitted Withdrawals From the Collection Account, the Distribution
Account, the Interest Reserve Account and the Gain on Sale Reserve Fund.....................82
SECTION 3.06. Investment of Funds in the Collection Account, Servicing Accounts, Reserve
Accounts and the REO Account................................................................86
SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions and Fidelity
Coverage....................................................................................88
SECTION 3.08. Enforcement of Alienation Clauses...........................................................91
SECTION 3.09. Realization Upon Defaulted Mortgage Loans...................................................92
SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files.............................................95
SECTION 3.11. Master Servicing and Special Servicing Compensation; Interest on and
Reimbursement of Servicing Advances; Payment of Certain Expenses;
Obligations of the Trustee and any Fiscal Agent regarding Back-up Servicing
Advances....................................................................................96
SECTION 3.12. Property Inspections; Collection of Financial Statements; Delivery of
Certain Reports............................................................................101
SECTION 3.13. Annual Statement as to Compliance..........................................................104
SECTION 3.14. Reports by Independent Public Accountants..................................................105
SECTION 3.15. Access to Certain Information..............................................................105
SECTION 3.16. Title to REO Property; REO Account.........................................................106
SECTION 3.17. Management of REO Property.................................................................107
SECTION 3.18. Sale of Mortgage Loans and REO Properties..................................................110
SECTION 3.19. Additional Obligations of Master Servicer..................................................113
SECTION 3.20. Modifications, Waivers, Amendments and Consents............................................117
SECTION 3.21. Transfer of Servicing Between Master Servicer and Special Servicer; Record
Keeping....................................................................................121
SECTION 3.22. Sub-Servicing Agreements...................................................................122
SECTION 3.23. Controlling Class Representative...........................................................124
SECTION 3.24. Certain Rights and Powers of the Controlling Class Representative..........................126
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS...................................................................................128
SECTION 4.01. Distributions..............................................................................128
SECTION 4.02. Statements to Certificateholders; Certain Other Reports....................................134
SECTION 4.03. P&I Advances...............................................................................138
SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund Expenses...........................141
SECTION 4.05. Calculations...............................................................................142
SECTION 4.06. Appointment of Certificate Administrator...................................................142
ARTICLE V
THE CERTIFICATES.................................................................................................142
SECTION 5.01. The Certificates...........................................................................142
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SECTION 5.02. Registration of Transfer and Exchange of Certificates......................................143
SECTION 5.03. Book-Entry Certificates....................................................................148
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates..........................................149
SECTION 5.05. Persons Deemed Owners......................................................................150
SECTION 5.06. Certification by Certificate Owners........................................................150
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER......................................................151
SECTION 6.01. Liability of the Depositor, the Master Servicer and the Special Servicer...................151
SECTION 6.02. Merger, Consolidation or Conversion of the Depositor, the Master Servicer
or the Special Servicer....................................................................151
SECTION 6.03. Limitation on Liability of the Depositor, the Master Servicer, and the
Special Servicer...........................................................................151
SECTION 6.04. Master Servicer and Special Servicer Not to Resign.........................................152
SECTION 6.05. Rights of the Depositor and the Trustee in Respect of the Master Servicer
and the Special Servicer...................................................................153
SECTION 6.06. Designation of Special Servicer by the Controlling Class...................................153
ARTICLE VII
DEFAULT..........................................................................................................155
SECTION 7.01. Events of Default..........................................................................155
SECTION 7.02. Trustee to Act; Appointment of Successor...................................................158
SECTION 7.03. Notification to Certificateholders.........................................................159
SECTION 7.04. Waiver of Events of Default................................................................159
SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.......................................159
ARTICLE VIII
THE TRUSTEE......................................................................................................160
SECTION 8.01. Duties of Trustee..........................................................................160
SECTION 8.02. Certain Matters Affecting the Trustee......................................................161
SECTION 8.03. Trustee and Fiscal Agent not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.............................................................163
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates..............................................163
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by Trustee and Fiscal
Agent......................................................................................163
SECTION 8.06. Eligibility Requirements for Trustee.......................................................165
SECTION 8.07. Resignation and Removal of Trustee.........................................................165
SECTION 8.08. Successor Trustee..........................................................................166
SECTION 8.09. Merger or Consolidation of Trustee.........................................................167
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee..............................................167
SECTION 8.11. Appointment of Custodians..................................................................168
SECTION 8.12. Access to Certain Information..............................................................168
SECTION 8.13. Appointment of Fiscal Agent................................................................170
SECTION 8.14. Advance Security Arrangement...............................................................171
SECTION 8.15. Filings with the Securities and Exchange Commission........................................172
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ARTICLE IX
TERMINATION......................................................................................................174
SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage Loans...........................174
SECTION 9.02. Additional Termination Requirements........................................................176
ARTICLE X
ADDITIONAL TAX PROVISIONS........................................................................................177
SECTION 10.01. Tax Administration.........................................................................177
SECTION 10.02. Depositor, Master Servicer, Special Servicer, Trustee and Fiscal Agent to
Cooperate with Tax Administrator...........................................................180
SECTION 10.03. Appointment of Tax Administrator...........................................................180
ARTICLE XI
MISCELLANEOUS PROVISIONS.........................................................................................181
SECTION 11.01. Amendment..................................................................................181
SECTION 11.02. Recordation of Agreement; Counterparts.....................................................182
SECTION 11.03. Limitation on Rights of Certificateholders.................................................183
SECTION 11.04. Governing Law..............................................................................183
SECTION 11.05. Notices....................................................................................183
SECTION 11.06. Severability of Provisions.................................................................184
SECTION 11.07. Successors and Assigns; Beneficiaries......................................................184
SECTION 11.08. Article and Section Headings...............................................................184
SECTION 11.09. Notices to and from the Rating Agencies and the Depositor..................................185
SECTION 11.10. Notices to Controlling Class Representative................................................186
SECTION 11.11. Complete Agreement.........................................................................186
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EXHIBITS
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EXHIBIT A-1 Form of Class X Certificates
EXHIBIT A-2 Form of Class A-1 and Class A-2 Certificates
EXHIBIT A-3 Form of Class B, Class C, Class D, Class E and Class F Certificates
EXHIBIT A-4 Form of Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class P Certificates
EXHIBIT A-5 Form of Class Y Certificates
EXHIBIT A-6 Form of Class R Certificates
EXHIBIT B-1A Schedule of SBRC Mortgage Loans
EXHIBIT B-1B Schedule of GCFP Mortgage Loans
EXHIBIT B-1C Schedule of Original Mortgage Loans held by Loan REMICs
EXHIBIT B-1D Schedule of Environmentally Insured Mortgage Loans
EXHIBITS B-1E Schedule of Earnout Mortgage Loans
EXHIBIT B-2 Schedule of Exceptions to Mortgage File Delivery
EXHIBIT B-3 Form of Custodial Certification
EXHIBIT C Letter of Representations among Depositor, Certificate Administrator and initial Depository
EXHIBIT D-1 Form of Master Servicer Request for Release
EXHIBIT D-2 Form of Special Servicer Request for Release
EXHIBIT E-1 Form of Distribution Date Statement
EXHIBIT E-2A Form of Loan Periodic Update File
EXHIBIT E-2B Form of Property File
EXHIBIT E-2C Form of Loan Set-up File
EXHIBIT E-3 Form of Comparative Financial Status Report
EXHIBIT E-4 Form of Delinquent Loan Status Report
EXHIBIT E-5 Form of Historical Loan Modification Report
EXHIBIT E-6 Form of Historical Liquidation Report
EXHIBIT E-7 Form of NOI Adjustment Worksheet
EXHIBIT E-8 Form of Operating Statement Analysis Report
EXHIBIT E-9 Form of REO Status Report
EXHIBIT E-10 Form of Servicer Watch List
EXHIBIT E-11 Form of Bond File
EXHIBIT E-12 Form of Collateral Summary File
EXHIBIT E-13 Form of Financial File
EXHIBIT F-1A Form I of Transferor Certificate for Transfers of Non-Registered Certificates
EXHIBIT F-1B Form II of Transferor Certificate for Transfers of Non-Registered Certificates
EXHIBIT F-2A Form I of Transferee Certificate for Transfers of Non-Registered Certificates
EXHIBIT F-2B Form II of Transferee Certificate for Transfers of Non-Registered Certificates
EXHIBIT G Form of Transferee Certificate in Connection with ERISA (Definitive Subordinate Certificates)
EXHIBIT H-1 Form of Transfer Affidavit and Agreement for Transfers of Class R Certificates
EXHIBIT H-2 Form of Transferor Certificate for Transfers of Class R Certificates
EXHIBIT I-1 Form of Notice and Acknowledgment Concerning Replacement of Special Servicer
EXHIBIT I-2 Form of Acknowledgment of Proposed Special Servicer
EXHIBIT J Form of UCC-1 Financing Statement
EXHIBIT K Calculation of Net Operating Income
EXHIBIT K Calculation of Net Operating Income
EXHIBIT L-1 Information Request from Certificateholder or Certificate Owner
EXHIBIT L-2 Information Request from Prospective Investor
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EXHIBIT M-1 Form of SBRC Mortgage Loan Purchase Agreement
EXHIBIT M-2 Form of GCFP Mortgage Loan Purchase Agreement
EXHIBIT N Schedule of Designated Sub-Servicers
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This Pooling and Servicing Agreement, is dated and effective as of
June 1, 2000, among SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. as Depositor,
GMAC COMMERCIAL MORTGAGE CORPORATION as Master Servicer and Special Servicer,
and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
Salomon Brothers Realty Corp. (together with its successors in
interest, "SBRC") has sold to Salomon Brothers Mortgage Securities VII, Inc.
(together with its successors in interest, the "Depositor"), pursuant to the
Mortgage Loan Purchase Agreement dated as of June 5, 2000 (as such may from time
to time hereafter be amended, modified, supplemented and/or restated, the "SBRC
Mortgage Loan Purchase Agreement"), between SBRC and the Depositor, those
mortgage loans initially identified on the schedule attached hereto as Exhibit
B-1A (such mortgage loans, the "Original SBRC Mortgage Loans"). A form of the
SBRC Mortgage Loan Purchase Agreement is attached hereto as Exhibit M-1.
Greenwich Capital Financial Products, Inc. (together with its
successors in interest, "GCFP") has sold to the Depositor, pursuant to the
Mortgage Loan Purchase Agreement dated as of June 5, 2000 (as such may from time
to time hereafter be amended, modified, supplemented and/or restated, the "GCFP
Mortgage Loan Purchase Agreement"), between GCFP and the Depositor, those
mortgage loans initially identified on the schedule attached hereto as Exhibit
B-1B (such mortgage loans, the "Original GCFP Mortgage Loans" and, collectively
with the Original SBRC Mortgage Loans, the "Original Mortgage Loans"). A form of
the GCFP Mortgage Loan Purchase Agreement is attached hereto as Exhibit M-2.
The Depositor desires, among other things, to: (i) establish a
trust fund, consisting primarily of the Original Mortgage Loans and certain
related rights, funds and property; (ii) cause the issuance of mortgage
pass-through certificates in multiple classes, which certificates will, in the
aggregate, evidence the entire beneficial ownership interest in such trust fund;
and (iii) provide for the servicing and administration of the mortgage loans,
including the Original Mortgage Loans, and the other assets that from time to
time constitute part of such trust fund.
Norwest Bank Minnesota, National Association (together with its
successors in interest, "Norwest") desires to act as "Trustee" hereunder; and
GMAC Commercial Mortgage Corporation (together with its successors in interest,
"GMACCM") desires to act as "Master Servicer" and "Special Servicer" hereunder.
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
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ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT
OF THE MORTGAGE POOL
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Section 1.01, subject to modification in accordance with Section 1.04.
"30/360 Basis" shall mean the accrual of interest calculated on
the basis of a 360-day year consisting of twelve 30-day months.
"30/360 Mortgage Loan" shall mean a Mortgage Loan that accrues
interest on a 30/360 Basis.
"Acquisition Date" shall mean, with respect to any REO Property,
the first day on which such REO Property is considered to be acquired by the
Trust within the meaning of Treasury regulation Section 1.856-6(b)(1), which is
the first day on which the Trust is treated as the owner of such REO Property
for federal income tax purposes.
"Actual/360 Basis" shall mean the accrual of interest calculated
on the basis of the actual number of days elapsed during any calendar month (or
other applicable accrual period) in a year assumed to consist of 360 days.
"Actual/360 Mortgage Loan" shall mean a Mortgage Loan that accrues
interest on an Actual/360 Basis.
"Additional Collateral" shall mean any non-real property
collateral (including any Letter of Credit) pledged and/or delivered by the
related Borrower and held by the mortgagee to secure payment on any Mortgage
Loan.
"Additional Master Servicing Compensation" shall have the meaning
assigned thereto in Section 3.11(b).
"Additional Special Servicing Compensation" shall have the meaning
assigned thereto in Section 3.11(d).
"Additional Trust Fund Expense" shall mean any expense experienced
with respect to the Trust Fund and not otherwise included in the calculation of
a Realized Loss that would result in the Holders of any Class of REMIC III
Regular Interest Certificates receiving less than the total of their Current
Interest Distribution Amount, Carryforward Interest Distribution Amount and
Principal Distribution Amount for any Distribution Date.
"Additional Yield Amount" shall have the meaning assigned thereto
in Section 4.01(d).
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"Adjusted REMIC II Remittance Rate" shall mean:
(a) with respect to REMIC II Regular Interest A-1, for any
Interest Accrual Period, a rate per annum equal to the lesser of (i) the
related REMIC II Remittance Rate for such Interest Accrual Period and
(ii) 7.46% per annum;
(b) with respect to each of REMIC II Regular Interests A-2, B,
C, D, E, F and G, for any Interest Accrual Period, a rate per annum equal
to the lesser of (i) the related REMIC II Remittance Rate for such
Interest Accrual Period and (ii) 7.52% per annum;
(c) with respect to each of REMIC II Regular Interests H, J
and K for any Interest Accrual Period, 6.75% per annum; and
(d) with respect to each of REMIC II Regular Interests L, M, N
and P, for any Interest Accrual Period, 7.00% per annum.
"Administrative Fee Rate" shall mean, with respect to each
Mortgage Loan (and any successor REO Mortgage Loan), the sum of the related
Master Servicing Fee Rate, plus the Special Servicer's Standby Fee Rate, plus
the Trustee Fee Rate.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Advance Interest" shall mean the interest accrued on any Advance
at the Reimbursement Rate, which is payable to the party hereto that made that
Advance, all in accordance with Section 3.11(g) or Section 4.03(d), as
applicable.
"Advance Security Arrangement" shall have the meaning assigned
thereto in Section 8.14.
"Adverse Grantor Trust Event" shall mean either: (i) any
impairment of the status of either Grantor Trust Pool as a Grantor Trust; or
(ii) the imposition of a tax upon either Grantor Trust Pool or any of its assets
or transactions.
"Adverse Rating Event" shall mean, with respect to any Class of
Rated Certificates and each Rating Agency that has assigned a rating thereto, as
of any date of determination, the qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated Certificates by such Rating Agency
(or the placing of such Class of Rated Certificates on watch status in
contemplation of any such action with respect thereto).
"Adverse REMIC Event" shall mean either: (i) any impairment of the
status of any REMIC Pool as a REMIC; or (ii) the imposition of a tax upon any
REMIC Pool or any of its assets or transactions (including the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
prohibited contributions set forth in Section 860G(d) of the Code).
"Affiliate" shall mean, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
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"Agreement" shall mean this Pooling and Servicing Agreement, as it
may be amended, modified, supplemented or restated following the Closing Date.
"A.M. Best" shall mean A.M. Best Company or its successor in
interest.
"Annual Accountants' Report" shall have the meaning assigned
thereto in Section 3.14.
"Annual Performance Certification" shall have the meaning assigned
thereto in Section 3.13.
"Anticipated Repayment Date" shall mean, with respect to any ARD
Loan, the date specified in the related Mortgage Note, as of which Post-ARD
Additional Interest shall begin to accrue on such Mortgage Loan, which date is
prior to the Stated Maturity Date for such Mortgage Loan.
"Appraisal" shall mean, with respect to any Mortgaged Property or
REO Property as to which an appraisal is required to be performed pursuant to
the terms of this Agreement, a narrative appraisal complying with USPAP (or, in
the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal
Balance as of the date of such appraisal of $2,000,000 or less, either a limited
appraisal and a summary report or an internal valuation prepared by the Special
Servicer) that (i) indicates the "market value" of the subject property (within
the meaning of 12 CFR Section 225.62(g)) and (ii) is conducted by a Qualified
Appraiser (except that, in the case of a Mortgage Loan or an REO Mortgage Loan
with a Stated Principal Balance as of the date of such appraisal of $2,000,000
or less, the appraiser may be an employee of the Special Servicer).
"Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount (calculated as of the Determination Date
immediately following the later of the date on which the most recent relevant
Appraisal acceptable for purposes of Section 3.19(c) hereof was obtained by the
Special Servicer pursuant to this Agreement and the date of the most recent
Appraisal Trigger Event with respect to such Required Appraisal Loan) equal to
the excess, if any, of:
(l) the sum of (a) the Stated Principal Balance of such
Required Appraisal Loan as of such Determination Date, (b) to the extent
not previously advanced by or on behalf of the Master Servicer, the
Trustee or any Fiscal Agent, all unpaid interest (net of Default Interest
and, in the case of an ARD Loan after its Anticipated Repayment Date,
Post-ARD Additional Interest) accrued on such Required Appraisal Loan
through the most recent Due Date prior to such Determination Date, (c)
all unpaid Special Servicing Fees accrued in respect of such Required
Appraisal Loan, (d) all related unreimbursed Advances made by or on
behalf of the Master Servicer, the Special Servicer, the Trustee or any
Fiscal Agent in respect of such Required Appraisal Loan, together with
all unpaid Advance Interest accrued on such Advances, and (e) all
currently due but unpaid real estate taxes and assessments, insurance
premiums and, if applicable, ground rents in respect of the related
Mortgaged Property or REO Property; over
(2) the sum of (x) the excess, if any, of (i) 90% of the
Appraised Value of the related Mortgaged Property or REO Property, as
applicable, as determined by the most recent relevant Appraisal
acceptable for purposes of Section 3.19(c) hereof, over (ii) the amount
of any obligation(s) secured by any liens on such Mortgaged Property or
REO Property, as applicable, that are prior to the lien of the Required
Appraisal Loan, and (y) any Escrow Payments, Reserve Funds and/or Letters
of Credit held by the Master Servicer or the Special Servicer with
respect to (i) unpaid real estate taxes and assessments, insurance
premiums and, if applicable, ground rents
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in respect of the related Mortgaged Property or REO Property, (ii) tenant
improvements and leasing commissions in respect of the related Mortgaged
Property and/or (iii) debt service on such Required Appraisal Loan.
Notwithstanding the foregoing, if (i) an Appraisal Trigger Event
occurs with respect to any Mortgage Loan, (ii) either (A) no Appraisal (or
update to an Appraisal as provided in 3.19(c)) has been obtained or conducted,
as applicable in accordance with Section 3.19(c), with respect to the related
Mortgaged Property during the 12-month period prior to the date of such
Appraisal Trigger Event or (B) there shall have occurred since the date of the
most recent Appraisal a material change in the circumstances surrounding the
related Mortgaged Property that would, in the Special Servicer's judgment,
materially affect the value of the property, and (iii) no new Appraisal is
obtained or conducted, as applicable in accordance with Section 3.19(c), within
60 days after such Appraisal Trigger Event, then (x) until such new Appraisal is
obtained or conducted, as applicable in accordance with Section 3.19(c), the
Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance of
such Required Appraisal Loan, and (y) upon receipt or performance, as applicable
in accordance with Section 3.19(c), of such Appraisal by the Special Servicer,
the Appraisal Reduction Amount for such Required Appraisal Loan will be
recalculated in accordance with the preceding sentence of this definition.
"Appraisal Trigger Event" shall mean, with respect to any Mortgage
Loan, any of the following events:
(i) such Mortgage Loan becomes a Modified Mortgage Loan;
(ii) the Borrower under such Mortgage Loan becomes the subject
of bankruptcy, insolvency or similar proceedings;
(iii) any Monthly Payment with respect to such Mortgage Loan
remains unpaid for 60 days past the Due Date for such payment;
(iv) a receiver is appointed with respect to the related
Mortgaged Property; or
(v) the related Mortgaged Property becomes an REO Property.
"Appraised Value" shall mean, with respect to each Mortgaged
Property or REO Property, the appraised value thereof (as is) based upon the
most recent Appraisal obtained or conducted, as appropriate, pursuant to this
Agreement; provided, however, that, for purposes of this Agreement, no party
hereto may rely on an Appraisal that is more than 12 months old (it being
understood and agreed that this provision is not intended by itself to impose
any separate obligation on any party hereto to periodically update Appraisals).
"ARD Loan" shall mean a Mortgage Loan that provides for the
accrual of Post-ARD Additional Interest thereon if such Mortgage Loan is not
paid in full on or prior to its Anticipated Repayment Date.
"Assignment of Leases" shall mean, with respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar document or
instrument executed by the related Borrower in connection with the origination
of the related Mortgage Loan, as such assignment may be amended, modified,
renewed or extended through the date hereof and from time to time hereafter.
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"Assumed Monthly Payment" shall mean:
(a) with respect to any Balloon Mortgage Loan delinquent in
respect of its Balloon Payment, beyond the Determination Date immediately
following its scheduled maturity date (as such date may be extended in
connection with a bankruptcy, insolvency or similar proceeding involving
the related Borrower or by reason of a modification, waiver or amendment
granted or agreed to by the Special Servicer pursuant to Section 3.20),
for that scheduled maturity date and for each subsequent Due Date as of
which such Mortgage Loan remains outstanding and part of the Trust Fund,
the scheduled monthly payment of principal and/or interest deemed to be
due with respect to such Mortgage Loan on such Due Date equal to the
amount that would have been due in respect thereof on such Due Date
(other than any Default Interest) if such Mortgage Loan had been required
to continue to accrue interest in accordance with its terms, and to pay
principal in accordance with the amortization schedule (if any) in effect
immediately prior to, and without regard to the occurrence of, such
maturity date; and
(b) with respect to any REO Mortgage Loan, for any Due Date as
of which the related REO Property remains part of the Trust Fund, the
scheduled monthly payment of principal and/or interest deemed to be due
in respect thereof on such Due Date equal to the Monthly Payment (or, in
the case of a Balloon Mortgage Loan described in clause (a) of this
definition, the Assumed Monthly Payment) that was due (or deemed due) in
respect of the related Mortgage Loan on the last Due Date prior to its
becoming an REO Mortgage Loan.
"Balloon Mortgage Loan" shall mean any Mortgage Loan that by its
original terms or by virtue of any modification entered into as of the Closing
Date (or, in the case of a Replacement Mortgage Loan, as of the related date of
substitution) provides for an amortization schedule extending beyond its Stated
Maturity Date and as to which, in accordance with such terms, a Balloon Payment
is due on its Stated Maturity Date.
"Balloon Payment" shall mean any Monthly Payment payable on a
Mortgage Loan at scheduled maturity that is at least twice as large as the
normal Monthly Payment due on such Mortgage Loan.
"Bankruptcy Code" shall mean the federal Bankruptcy Code, as
amended from time to time (Title 11 of the United States Code).
"Base Prospectus" shall mean that certain prospectus dated June 5,
2000, relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.
"Bond File" shall mean the monthly report containing the
information called for in the form attached hereto as Exhibit E-11, which report
shall be in the form of such Exhibit E-11 or such other form for the
presentation of such information as may from time to time be recommended by the
CMSA for commercial mortgage securities transactions generally (but in any event
containing the information called for in such Exhibit E-11).
"Book-Entry Certificate" shall mean any Certificate registered in
the name of the Depository or its nominee.
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"Book-Entry Subordinate Certificate" shall mean any Subordinate
Certificate that constitutes a Book-Entry Certificate.
"Borrower" shall mean the obligor or obligors on a Mortgage Note,
including any Person that has acquired the related Mortgaged Property and
assumed the obligations of the original obligor under the Mortgage Note.
"Breach" shall have the meaning assigned thereto in Section
2.03(a).
"Business Day" shall mean any day other than a Saturday, a Sunday
or a day on which banking institutions in New York, New York, the city or cities
in which the Primary Servicing Offices of the Master Servicer and the Special
Servicer are located or the city in which the Corporate Trust Office of the
Trustee is located, are authorized or obligated by law or executive order to
remain closed.
"Carryforward Interest Distribution Amount" shall:
(a) with respect to any REMIC I Regular Interest, for any
Distribution Date, have the meaning assigned thereto in Section 2.09(g);
(b) with respect to any REMIC II Regular Interest, for any
Distribution Date, have the meaning assigned thereto in Section 2.11(g);
and
(c) with respect to any Class of REMIC III Regular Interest
Certificates, for any Distribution Date, have the meaning assigned
thereto in Section 2.13(g);
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Certificate" shall mean any one of the Depositor's Commercial
Mortgage Pass-Through Certificates, Series 2000-C1, as executed by the Trustee
and authenticated and delivered hereunder by the Certificate Registrar.
"Certificate Administrator" shall mean any certificate
administrator appointed pursuant to Section 4.06 (or, in the absence of any such
appointee acting in such capacity, the Trustee).
"Certificate Factor" shall mean, with respect to any Class of
REMIC III Regular Interest Certificates, as of any date of determination, a
fraction, expressed as a decimal carried to eight places, the numerator of which
is the related Class Principal Balance or Class Notional Amount, as the case may
be, then outstanding, and the denominator of which is the related Class
Principal Balance or Class Notional Amount, as the case may be, outstanding as
of the Closing Date.
"Certificateholder" or "Holder" shall mean the Person in whose
name a Certificate is registered in the Certificate Register, provided, however,
that: (i) neither a Disqualified Organization nor a Non-United States Person
shall be a "Holder" of, or a "Certificateholder" with respect to, a Class R
Certificate for any purpose hereof; and (ii) solely for purposes of giving any
consent, approval, direction or waiver pursuant to this Agreement that
specifically relates to the rights, duties and/or obligations hereunder of any
of the Depositor, the Master Servicer, the Special Servicer, the Tax
Administrator, the Certificate Administrator, the Trustee or any Fiscal Agent in
its respective capacity as such (other than any consent, approval or waiver
contemplated by any of Sections 3.23, 3.24 and 6.06), any Certificate registered
in the name of such party or in the name of any Affiliate thereof shall be
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<PAGE> 15
deemed not to be outstanding, and the Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent, approval or waiver that
specifically relates to such party has been obtained. The Certificate Registrar
shall be entitled to request and conclusively rely upon a certificate of the
Depositor, the Master Servicer or the Special Servicer in determining whether a
Certificate is registered in the name of an Affiliate of such Person. All
references herein to "Certificateholders" or "Holders" shall reflect the rights
of Certificate Owners only insofar as they may indirectly exercise such rights
through the Depository and the Depository Participants (except as otherwise
specified herein), it being herein acknowledged and agreed that the parties
hereto shall be required to recognize as a "Certificateholder" or "Holder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
"Certificateholder Reports" shall mean, collectively, the
Distribution Date Statement and the CMSA Investor Reporting Package (excluding
the Loan Set-Up File).
"Certificate Notional Amount" shall mean, with respect to any
Class X Certificate, as of any date of determination, the then notional
principal amount on which such Certificate accrues interest, equal to the
product of (a) the then Certificate Factor for the Class X Certificates,
multiplied by (b) the amount specified on the face of such Certificate as the
initial Certificate Notional Amount thereof.
"Certificate Owner" shall mean, with respect to any Book-Entry
Certificate, the Person who is the beneficial owner of such Certificate as
reflected on the books of the Depository or on the books of a Depository
Participant or on the books of an indirect participating brokerage firm for
which a Depository Participant acts as agent.
"Certificate Principal Balance" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the then
outstanding principal amount of such Certificate equal to the product of (a) the
then Certificate Factor for the Class of Principal Balance Certificates to which
such Certificate belongs, multiplied by (b) the amount specified on the face of
such Certificate as the initial Certificate Principal Balance thereof.
"Certificate Register" and "Certificate Registrar" shall mean the
register maintained and the registrar appointed or otherwise acting pursuant to
Section 5.02.
"Chase Securities" shall mean Chase Securities Inc. or its
successor in interest.
"Class" shall mean, collectively, all of the Certificates bearing
the same alphabetical and, if applicable, numerical class designation and having
the same payment terms. The respective Classes of Certificates are designated in
Section 2.08(a). Any reference in any other Section or Subsection of this
Agreement to any Certificate or Certificates preceded by a Class designation
shall be to a Certificate or Certificates of the Class so designated in Section
2.08(a).
"Class A Certificate" shall mean any of the Certificates
designated as such in Section 2.08(b).
"Class Notional Amount" shall mean the aggregate hypothetical or
notional amount on which the Class X Certificates (as a collective whole) accrue
interest from time to time, as calculated in accordance with Section 2.13(e).
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<PAGE> 16
"Class Principal Balance" shall mean the aggregate principal
balance outstanding from time to time of any Class of Principal Balance
Certificates, as calculated in accordance with Section 2.13(e).
"Class X Portion" shall mean:
(a) when used with respect to the Interest Accrual Amount in
respect of any REMIC II Regular Interest for any Interest Accrual Period,
the portion of such Interest Accrual Amount that is equal to the product
of (i) the entire such Interest Accrual Amount, multiplied by (ii) a
fraction (not less than zero or greater than one), the numerator of which
is the excess, if any, of the REMIC II Remittance Rate with respect to
such REMIC II Regular Interest for such Interest Accrual Period, over the
Adjusted REMIC II Remittance Rate with respect to such REMIC II Regular
Interest for such Interest Accrual Period, and the denominator of which
is the REMIC II Remittance Rate with respect to such REMIC II Regular
Interest for such Interest Accrual Period;
(b) when used with respect to the Current Interest Distribution
Amount in respect of any REMIC II Regular Interest for any Distribution
Date, the portion of such Current Interest Distribution Amount that is
equal to (i) the Class X Portion of the Interest Accrual Amount with
respect to such REMIC II Regular Interest for the related Interest
Accrual Period, reduced (to not less than zero) by (ii) the product of
(A) any portion of the Net Aggregate Prepayment Interest Shortfall for
such Distribution Date that is allocable to such REMIC II Regular
Interest in accordance with Section 2.11(g), multiplied by (B) a
fraction, the numerator of which is equal to the Class X Portion of the
Interest Accrual Amount with respect to such REMIC II Regular Interest
for the related Interest Accrual Period, and the denominator of which is
equal to the entire Interest Accrual Amount with respect to such REMIC II
Regular Interest for the related Interest Accrual Period; and
(c) when used with respect to the Carryforward Interest
Distribution Amount in respect of any REMIC II Regular Interest for any
Distribution Date, the portion of such Carryforward Interest Distribution
Amount that is equal to the excess, if any, of (i) the aggregate of the
Class X Portions of all Current Interest Distribution Amounts with
respect to such REMIC II Regular Interest for all prior Distribution
Dates, if any, over (ii) the aggregate amount of interest deemed
distributed to REMIC III with respect to such REMIC II Regular Interest
on all such prior Distribution Dates, if any, pursuant to the first two
sentences of Section 4.01(k).
"Class Y Sub-Account" shall mean a sub-account of the Distribution
Account established pursuant to Section 3.04(b), which sub-account shall
constitute an asset of the Trust Fund and Grantor Trust Y, but not an asset of
any REMIC Pool.
"Closing Date" shall mean June 28, 2000.
"CMSA" shall mean the Commercial Mortgage Securities Association,
or any association or organization that is a successor thereto.
"CMSA Investor Reporting Package" shall mean, collectively:
(a) the following five electronic files: (i) Loan Set-Up File,
(ii) Loan Periodic Update File, (iii) Property File, (iv) Bond File, (v)
Financial File and (vi) Collateral Summary File; and
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(b) the following seven supplemental reports: (i) Delinquent
Loan Status Report, (ii) Historical Loan Modification Report, (iii)
Historical Liquidation Report, (iv) REO Status Report, (v) Operating
Statement Analysis Report, (vi) Comparative Financial Status Report,
(vii) Servicer Watch List and (viii) NOI Adjustment Worksheet.
"Code" shall mean the Internal Revenue Code of 1986 and
regulations promulgated thereunder, including proposed regulations to the extent
that, by reason of their proposed effective date, could, as of the date of any
determination or opinion as to the tax consequences of any action or proposed
action or transaction, be applied to the Trust or the Certificates.
"Collateral Summary File" shall mean the monthly report containing
the information called for in the form attached hereto as Exhibit E-12, which
report shall be in the form of such Exhibit E-12 or such other form for the
presentation of such information as may from time to time be recommended by the
CMSA for commercial mortgage securities transactions generally (but in any event
containing the information called for in such Exhibit E-12).
"Collection Account" shall mean the segregated account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) in
trust for the Certificateholders, which shall be entitled "GMAC Commercial
Mortgage Corporation [or the name of any successor Master Servicer], as Master
Servicer, in trust for the registered holders of Salomon Brothers Mortgage
Securities VII, Inc., Commercial Mortgage Pass-Through Certificates, Series
2000-C1".
"Collection Period" shall mean, with respect to any Distribution
Date, the period commencing immediately following the Determination Date in the
calendar month preceding the month in which such Distribution Date occurs (or,
in the case of the initial Distribution Date, commencing immediately following
the Cut-off Date) and ending on and including the Determination Date in the
calendar month in which such Distribution Date occurs.
"Commission" shall mean the Securities and Exchange Commission or
any successor thereto.
"Comparative Financial Status Report" shall mean a report
substantially in the form of Exhibit E-3 hereto, setting forth, among other
things, (a) the occupancy and Debt Service Coverage Ratio for each Mortgage Loan
or related Mortgaged Property, as applicable, as of the date of the latest
financial information (covering no less than twelve (12) consecutive months
available immediately preceding the preparation of such report; and (b) the
revenue and Net Operating Income for each of the following three (3) periods (to
the extent such information is in the Master Servicer's or the Special
Servicer's possession): (i) the most current available year-to-date, (ii) each
of the previous two (2) full fiscal years stated separately; and (iii) the "base
year" (representing the original analysis of information used as of the Cut-off
Date).
"Compensating Interest Payment" shall mean, with respect to any
Distribution Date, any payment made by the Master Servicer pursuant to Section
3.19(a) to cover Prepayment Interest Shortfalls incurred during the related
Collection Period.
"Condemnation Proceeds" shall mean all cash amounts received by
the Master Servicer or the Special Servicer in connection with the taking of all
or a part of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, exclusive of any portion thereof required to be released to the
related Borrower or any other third party in accordance with applicable law
and/or the
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<PAGE> 18
terms and conditions of the related Mortgage Note and Mortgage or any document
to which the related Mortgage Note and Mortgage are subject.
"Controlling Class" shall mean, as of any date of determination,
the Class of Principal Balance Certificates with the lowest payment priority
pursuant to Sections 4.01(a) and 4.01(b), that has a then outstanding Class
Principal Balance that is not less than 25% of its initial Class Principal
Balance; provided that, if no Class of Principal Balance Certificates has a
Class Principal Balance that satisfies the foregoing requirement, then the
Controlling Class shall be the Class of Principal Balance Certificates with the
lowest payment priority pursuant to Sections 4.01(a) and 4.01(b), that has a
then outstanding Class Principal Balance greater than zero. For purposes of this
definition, the Class A-1 and Class A-2 Certificates shall be treated as a
single Class and, if appropriate under the terms of this definition, shall
collectively constitute the Controlling Class.
"Controlling Class Certificateholder" shall mean any Holder of
Certificates of the Controlling Class.
"Controlling Class Representative" shall have the meaning assigned
thereto in Section 3.23(a).
"Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 11000 Broken Land
Parkway, Columbia, Maryland 21044-3562, Attention: Corporate Trust
Administration/Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C1.
"Corrected Mortgage Loan" shall mean any Mortgage Loan that had
been a Specially Serviced Mortgage Loan but has ceased to be such in accordance
with the definition of "Specially Serviced Mortgage Loan" (other than by reason
of (i) a Liquidation Event occurring in respect of such Mortgage Loan or (ii)
the related Mortgaged Property becoming an REO Property).
"Corresponding Class of Principal Balance Certificates" shall
mean, with respect to any REMIC II Regular Interest, the Class of Principal
Balance Certificates that has an alphabetical and, if applicable, numerical
Class designation that is the same as the alphabetical and, if applicable,
numerical designation for such REMIC II Regular Interest.
"Corresponding REMIC II Regular Interest" shall mean, with respect
to any Class of Principal Balance Certificates, the REMIC II Regular Interest
that has an alphabetical and, if applicable, numerical designation that is the
same as the alphabetical and, if applicable, numerical Class designation for
such Class of Principal Balance Certificates.
"Cross-Collateralized Group" shall mean any group of Mortgage
Loans that is cross-defaulted and cross-collateralized with each other.
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan,
that is, by its terms, cross-defaulted and cross-collateralized with any other
Mortgage Loan.
"Current Interest Distribution Amount" shall:
(a) with respect to any REMIC I Regular Interest, for any
Distribution Date, have the meaning assigned thereto in Section 2.09(g);
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(b) with respect to any REMIC II Regular Interest, for any
Distribution Date, have the meaning assigned thereto in Section 2.11(g);
and
(c) with respect to any Class of REMIC III Regular Interest
Certificates, for any Distribution Date, have the meaning assigned
thereto in Section 2.13(g).
"Custodian" shall mean a Person who is at any time appointed by
the Trustee pursuant to Section 8.11 as a document custodian on behalf of the
Trustee for the Mortgage Files.
"Cut-off Date" shall mean June 1, 2000.
"Cut-off Date Principal Balance" shall mean, with respect to any
Original Mortgage Loan, the outstanding principal balance of such Mortgage Loan
as of the Cut-off Date, after application of all payments of principal due on or
before such date, whether or not received.
"Debt Service Coverage Ratio" shall mean, with respect to any
Mortgage Loan, as of any date of determination, and without regard to the
cross-collateralization in the case of any Cross-Collateralized Mortgage Loan,
the ratio of (x) the Net Operating Income (before payment of any debt service on
such Mortgage Loan) generated by the related Mortgaged Property during the most
recent period of not more than 12 months or less than three-months for which Net
Operating Income can be calculated (annualized if such period is less than 12
months), to (y) twelve times the amount of the Monthly Payment in effect for
such Mortgage Loan as of such date of determination.
"Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, in respect of any
Mortgage Loan or REO Mortgage Loan.
"Default Interest" shall mean, with respect to any Mortgage Loan
(or successor REO Mortgage Loan), any amounts collected thereon, other than late
payment charges, Prepayment Premiums or Yield Maintenance Charges, that
represent interest (exclusive, if applicable, of Post-ARD Additional Interest)
in excess of interest accrued on the principal balance of such Mortgage Loan (or
REO Mortgage Loan) at the related Mortgage Rate, such excess interest arising
out of a default under such Mortgage Loan.
"Defaulted Mortgage Loan" shall mean a Specially Serviced Mortgage
Loan (i) that is delinquent in an amount equal to at least two Monthly Payments
(not including the Balloon Payment, if any) or is delinquent 30 days or more in
respect of its Balloon Payment, provided that if the related Borrower has a firm
commitment to refinance such Specially Serviced Mortgage Loan, such Mortgage
Loan shall not become a Defaulted Mortgage Loan until such Mortgage Loan is
delinquent for 60 days beyond its Balloon Payment, in either case such
delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note, or (ii) as to which
the Special Servicer has, by written notice to the related Borrower, accelerated
the maturity of the indebtedness evidenced by the related Mortgage Note.
"Defaulting Party" shall have the meaning assigned thereto in
Section 7.01(b).
"Defeasance Loan" shall mean a Mortgage Loan that permits the
related Borrower to obtain a release of the related Mortgaged Property through
defeasance.
"Definitive Certificate" shall have the meaning assigned thereto
in Section 5.03(a).
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"Deleted Mortgage Loan" shall mean a Mortgage Loan which is
repurchased from the Trust or replaced with one or more Replacement Mortgage
Loans, in either case as contemplated by Section 2.03.
"Delinquent Loan Status Report" shall mean a report substantially
in the form of Exhibit E-4 hereto, setting forth, among other things, those
Mortgage Loans which, as of the close of business on the last day of the most
recently ended calendar month, were (i) delinquent 30-59 days, (ii) delinquent
60-89 days, (iii) delinquent 90 days or more, (iv) current but specially
serviced, or (v) in foreclosure but as to which the related Mortgaged Property
has not become an REO Property, and which report shall include such additional
information in respect of each such Mortgage Loan, such as whether the related
Borrower has filed for bankruptcy or similar protection, as set forth on Exhibit
E-4 attached hereto.
"Depositor" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.
"Depository" shall mean the Depository Trust Company, or any
successor Depository hereafter named as contemplated by Section 5.03(c). The
nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(3) of the
Uniform Commercial Code of the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act.
"Depository Participant" shall mean a broker, dealer, bank or
other financial institution or other Person for whom from time to time the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.
"Designated Sub-Servicer" shall mean any Sub-Servicer set forth on
Exhibit O hereto and any successor thereto under the related Sub-Servicing
Agreement.
"Designated Sub-Servicer Agreement" shall mean any Sub-Servicing
Agreement between a Designated Sub-Servicer and the Master Servicer.
"Determination Date" shall mean, with respect to any calendar
month, commencing in July 2000, the 11th day of such month (or, if such 11th day
is not a Business Day, the immediately preceding Business Day). Each
Determination Date will relate to the Distribution Date in the same calendar
month.
"Directly Operate" shall mean, with respect to any REO Property,
the furnishing or rendering of services to the tenants thereof, the management
or operation of such REO Property, the holding of such REO Property primarily
for sale to customers (other than the sale of REO Property pursuant to Section
3.18(d)), the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by the Trust other than through an
Independent Contractor; provided, however, that the Special Servicer (or any
Sub-Servicer on behalf of the Special Servicer) shall not be considered to
Directly Operate an REO Property solely because the Special Servicer (or any
Sub-Servicer on behalf of the Special Servicer) establishes rental terms,
chooses tenants, enters into or renews leases, deals with taxes and insurance,
or makes decisions as to repairs or capital expenditures with respect to such
REO Property.
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"Discount Rate" shall have the meaning assigned thereto in Section
4.01(d).
"Disqualified Organization" shall mean any of the following: (i)
the United States or a possession thereof, any State or any political
subdivision thereof, or any agency or instrumentality of any of the foregoing
(other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for Freddie Mac, a majority of its board of
directors is not selected by any such governmental unit), (ii) a foreign
government, international organization, or any agency or instrumentality of
either of the foregoing, (iii) any organization (except certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (unless such organization is subject to the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381 of the Code,
or (v) any other Person so designated by the Tax Administrator based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust or any Person having an Ownership
Interest in any Class of Certificates, other than such Person, to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.
"Distribution Account" shall mean the segregated account or
accounts created and maintained by the Certificate Administrator on behalf of
the Trustee pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall be entitled "Norwest Bank Minnesota, National Association [or the
name of any successor Trustee], as Trustee, in trust for the registered holders
of Salomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2000-C1".
"Distribution Date" shall mean, with respect to any calendar
month, commencing in July 2000, the 18th day of such month (or, if such 18th day
is not a Business Day, the Business Day immediately following).
"Distribution Date Statement" shall have the meaning assigned
thereto in Section 4.02(a).
"Document Defect" shall have the meaning assigned thereto in
Section 2.03(a).
"Due Date" shall mean, with respect to any Mortgage Loan (and any
successor REO Mortgage Loan), the day of the month set forth in the related
Mortgage Note on which each Monthly Payment on such Mortgage Loan is scheduled
to be first due.
"EDGAR" shall mean the Electronic Data Gathering, Analysis, and
Retrieval System of the Commission, the computer system for the receipt,
acceptance, review and dissemination of documents submitted to the Commission in
electronic format.
"Eligible Account" shall mean any of (i) an account maintained
with a federal or state chartered depository institution or trust company, the
long-term deposit or long-term unsecured debt obligations of which (or of such
institution's parent holding company) are rated no less than "Aa3" by Moody's
and, if then rated thereby, "AA-" by S&P (if the deposits are to be held in the
account for more than 30 days), or the short-term deposit or short-term
unsecured debt obligations of which (or of such institution's parent holding
company) are rated no less than "P-1" by Moody's and, if then rated thereby,
"A-1" by S&P (if the deposits are to be held in the account for 30 days or
less), in any event at any time funds are on deposit therein, or (ii) a
segregated trust account maintained with a federal or state
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<PAGE> 22
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 regarding fiduciary funds on deposit
therein substantially similar to 12 CFR Section 9.10(b), and which, in either
case, has a combined capital and surplus of at least $50,000,000 and is subject
to supervision or examination by federal or state authority, or (iii) any other
account that is acceptable to the Rating Agencies (as evidenced by written
confirmation to the Trustee from each Rating Agency that the use of such account
would not, in and of itself, result in an Adverse Rating Event with respect to
any Class of Rated Certificates).
"Environmental Insurance Policy" shall mean, with respect to any
Mortgaged Property or REO Property, any insurance policy covering pollution
conditions and/or other environmental conditions that is maintained from time to
time in respect of such Mortgaged Property or REO Property, as the case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.
"Environmentally Insured Mortgage Loans" shall mean the Mortgage
Loans identified on Exhibit B-1D.
"Emergency Advance" Any Servicing Advance (whether or not it is a
Servicing Advance that, pursuant hereto, the Special Servicer is required to
request the Master Servicer to make) that must be made within ten (10) days of
the Special Servicer's becoming aware that it must be made in order to avoid any
material penalty, any material harm to a Mortgaged Property or any other
material adverse consequence to the Trust Fund.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Borrower for application
toward the payment of real estate taxes, assessments, insurance premiums
(including with respect to any Environmental Insurance Policy), ground rents (if
applicable) and similar items in respect of the related Mortgaged Property.
"Event of Default" shall have the meaning assigned thereto in
Section 7.01(a).
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Fannie Mae" shall mean the Federal National Mortgage Association
or any successor.
"FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.
"Final Distribution Date" shall mean the final Distribution Date
on which any distributions are to be made on the Certificates as contemplated by
Section 9.01.
"Final Recovery Determination" shall mean a determination made by
the Special Servicer, in its reasonable, good faith judgment, with respect to
any Mortgage Loan or REO Property (other than a Mortgage Loan that is paid in
full and other than a Mortgage Loan or REO Property, as the case may be,
repurchased or replaced by a Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement (as contemplated by Section 2.03 or Section
3.19(f)), or purchased by the Master Servicer, the Special Servicer or any
Controlling Class Certificateholder(s) pursuant to Section 9.01, or otherwise
acquired by the Sole Certificateholder in exchange for all the Certificates
pursuant to Section 9.01), that there has been a recovery of all related
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other
payments or recoveries that will ultimately be recoverable.
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"Financial File" shall mean the monthly report containing the
information called for in the form attached hereto as Exhibit E-13, which report
shall be in the form of such Exhibit E-13 or such other form for the
presentation of such information as may from time to time be recommended by the
CMSA for commercial mortgage securities transactions generally (but in any event
containing the information called for in such Exhibit E-13).
"Fiscal Agent" shall mean a Person who is at any time appointed by
the Trustee pursuant to Section 8.13 to act as fiscal agent hereunder.
"Fiscal Agent Agreement" shall have the meaning assigned thereto
in Section 8.13.
"Freddie Mac" shall mean the Federal Home Loan Mortgage
Corporation or any successor.
"Gain on Sale Reserve Fund" shall mean the segregated account
created and maintained by the Certificate Administrator on behalf of the Trustee
pursuant to Section 3.04(d) in trust for the Certificateholders, which shall be
entitled "Norwest Bank Minnesota, National Association [or the name of any
successor Trustee], as Trustee, in trust for the registered holders of Salomon
Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C1".
"GCFP" shall have the meaning assigned thereto in the Preliminary
Statement to this Agreement.
"GCFP Mortgage Loan" shall mean any of the Original GCFP Mortgage
Loans sold by GCFP to the Depositor, or any Replacement Mortgage Loan
substituted by GCFP, pursuant to the GCFP Mortgage Loan Purchase Agreement.
"GCFP Mortgage Loan Purchase Agreement" shall have the meaning
assigned thereto in the Preliminary Statement to this Agreement.
"GMACCM" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.
"Grantor Trust" shall mean a grantor trust as defined under
Subpart E of Part 1 of Subchapter J of the Code.
"Grantor Trust Pool" shall mean either of Grantor Trust R or
Grantor Trust Y.
"Grantor Trust R" shall mean the Grantor Trust designated as such
in Section 2.14(b).
"Grantor Trust Y" shall mean the Grantor Trust designated as such
in Section 2.14(a).
"Greenwich" shall mean Greenwich Capital Markets, Inc. or its
successor in interest.
"Ground Lease" shall mean the ground lease pursuant to which any
Borrower holds a leasehold interest in the related Mortgaged Property.
"Group Environmental Insurance Policy" shall mean the
Environmental Insurance Policy that is maintained from time to time in respect
of more than one Mortgaged Property or REO Property.
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<PAGE> 24
"Hazardous Materials" shall mean any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including those so identified
pursuant to CERCLA or any other federal, state or local environmental related
laws and regulations now existing or hereafter enacted, and specifically
including asbestos and asbestos-containing materials, polychlorinated biphenyls
("PCBs"), radon gas, petroleum and petroleum products, urea formaldehyde and any
substances classified as being "in inventory", "usable work in process" or
similar classification which would, if classified as unusable, be included in
the foregoing definition.
"Historical Liquidation Report" shall mean a report setting forth,
among other things, as of the close of business on the Determination Date
immediately preceding the preparation of such report, (i) the aggregate amount
of Liquidation Proceeds received, and Liquidation Expenses incurred, both during
the Collection Period ending on such Determination Date and historically, and
(ii) the amount of Realized Losses occurring during such Collection Period and
historically, and (iii) on an itemized basis, all Advance Interest and other
Additional Trust Fund Expenses paid during such Collection Period, set forth on
a Mortgage Loan-by-Mortgage Loan and REO Property-by-REO Property basis, which
report shall be substantially in the form of, and include such additional
information in respect of each Mortgage Loan and REO Property as to which a
Final Recovery Determination has been made as set forth on, Exhibit E-6 attached
hereto.
"Historical Loan Modification Report" shall mean a report 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 this Agreement (i) during the Collection
Period ending on such Determination Date and (ii) since the Cut-off Date, with a
description of the original and the revised terms thereof, which report shall be
substantially in the form of, and include such additional information in respect
of each such Mortgage Loan as set forth on, Exhibit E-5 attached hereto.
"Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the Depositor, each
Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Tax
Administrator, the Certificate Administrator, the Trustee, any Fiscal Agent, the
Controlling Class Representative and any and all Affiliates thereof, (ii) does
not have any direct financial interest in or any material indirect financial
interest in any of the Depositor, either Mortgage Loan Seller, the Master
Servicer, the Special Servicer, the Tax Administrator, the Certificate
Administrator, the Trustee, any Fiscal Agent, the Controlling Class
Representative or any Affiliate thereof, and (iii) is not connected with the
Depositor, either Mortgage Loan Seller, the Master Servicer, the Special
Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, any
Fiscal Agent, the Controlling Class Representative or any Affiliate thereof as
an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not
fail to be Independent of the Depositor, either Mortgage Loan Seller, the Master
Servicer, the Special Servicer, the Tax Administrator, the Certificate
Administrator, the Trustee, any Fiscal Agent, the Controlling Class
Representative or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any class of securities issued by the
Depositor, such Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Tax Administrator, the Certificate Administrator, the Trustee, such Fiscal
Agent, the Controlling Class Representative or any Affiliate thereof, as the
case may be.
"Independent Contractor" shall mean any Person that would be an
"independent contractor" with respect to REMIC I (or, solely for purposes of a
Mortgage Loan in a Loan REMIC, the related Loan REMIC) within the meaning of
Section 856(d)(3) of the Code if REMIC I (or the related
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Loan REMIC) were a real estate investment trust (except that the ownership test
set forth in that section shall be considered to be met by any Person that owns,
directly or indirectly, 35% or more of any Class of Certificates, or such other
interest in any Class of Certificates as is set forth in an Opinion of Counsel,
which shall be at no expense to the Trustee, the Certificate Administrator, the
Tax Administrator or the Trust, delivered to the Trustee, the Certificate
Administrator and the Tax Administrator), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between
such Person and the Trust is at arm's length, all within the meaning of Treasury
regulation Section 1.856-4(b)(5), or any other Person upon receipt by the
Trustee, the Certificate Administrator and the Tax Administrator of an Opinion
of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Tax Administrator or the Trust, to the effect that the taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code, or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property.
"Initial Pool Balance" shall mean the aggregate Cut-off Date
Principal Balance of all the Original Mortgage Loans.
"Institutional Accredited Investor" shall mean an "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or any entity in which all of the equity owners come
within such paragraphs.
"Insurance Policy" shall mean, with respect to any Mortgage Loan
or REO Property, any hazard insurance policy, flood insurance policy, title
insurance policy, earthquake insurance policy, Environmental Insurance Policy,
business interruption insurance policy or other insurance policy that is
maintained from time to time in respect of such Mortgage Loan (or the related
Mortgaged Property) or such REO Property, as the case may be.
"Insurance Proceeds" shall mean proceeds paid under any Insurance
Policy, to the extent such proceeds are not applied to the restoration of the
related Mortgaged Property or REO Property or released to the related Borrower,
in any case, in accordance with the Servicing Standard.
"Insured Environmental Event": As defined in Section 3.07(c).
"Interest Accrual Amount" shall:
(a) with respect to any REMIC I Regular Interest, for any
Interest Accrual Period, have the meaning assigned thereto in Section
2.09(g);
(b) with respect to any REMIC II Regular Interest, for any
Interest Accrual Period, have the meaning assigned thereto in Section
2.11(g); and
(c) with respect to any Class of REMIC III Regular Interest
Certificates, for any Interest Accrual Period, have the meaning assigned
thereto in Section 2.13(g).
"Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan, any Loan REMIC Regular Interest, any
REMIC I Regular Interest, any REMIC II Regular Interest or any Class of REMIC
III Regular Interest Certificates, consisting of one of the following: (i) a
30/360 Basis; or (ii) an Actual/360 Basis.
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"Interest Accrual Period" shall mean, with respect to any REMIC I
Regular Interest, any REMIC II Regular Interest or any Class of REMIC III
Regular Interest Certificates, for any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs.
"Interest Only Certificates" shall have the meaning assigned
thereto in Section 2.08(g).
"Interest Reserve Account" shall mean the segregated account
created and maintained by the Certificate Administrator on behalf of the Trustee
pursuant to Section 3.04(c) in trust for the Certificateholders, which shall be
entitled "Norwest Bank Minnesota, National Association [or the name of any
successor Trustee], as Trustee, in trust for the registered holders of Salomon
Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C1".
"Interest Reserve Amount" shall mean, with respect to each
Interest Reserve Loan and each Distribution Date that occurs during February
2001 and of each year thereafter and during January of 2001 and each year
thereafter that is not a leap year, an amount equal to one-day's interest at the
related Net Mortgage Rate on the Stated Principal Balance of such Interest
Reserve Loan as of the Due Date in the month in which such Distribution Date
occurs (but prior to the application of any amounts due on such Due Date), to
the extent that a Monthly Payment is received in respect thereof for such Due
Date on or before the related Master Servicer Remittance Date or a P&I Advance
is made in respect thereof for such Due Date on the related P&I Advance Date.
"Interest Reserve Loan" shall mean any Actual/360 Mortgage Loan
(or successor REO Mortgage Loan).
"Interested Person" shall mean any party hereto, SBRC, GCFP, any
Certificateholder, or any Affiliate of any such Person.
"Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).
"Investment Company Act" shall mean the Investment Company Act of
1940, as amended.
"IRS" shall mean the Internal Revenue Service or any successor.
"Issue Price" shall mean, with respect to each Class of
Certificates, the "issue price" as defined in the Code and Treasury regulations
promulgated thereunder.
"Late Collections" shall mean: (a) with respect to any Mortgage
Loan, all amounts received thereon during any Collection Period, whether as
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise, which represent late collections of the principal and/or interest
portions of a Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in respect of such Mortgage Loan due or deemed due on a Due Date
in a previous Collection Period, or on a Due Date coinciding with or preceding
the Cut-off Date, and not previously recovered; and (b) with respect to any REO
Mortgage Loan, all amounts received in connection with the related REO Property
during any Collection Period, whether as Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of the principal and/or interest portions of a Monthly Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in respect of the
predecessor Mortgage Loan or late collections of the principal and/or interest
portions of an Assumed Monthly Payment in respect of such REO Mortgage Loan due
or deemed due
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on a Due Date in a previous Collection Period and not previously recovered. The
Term "Late Collections" shall specifically exclude any Default Charges.
"Latest Possible Maturity Date" shall mean, with respect to any
Loan REMIC Regular Interest, any REMIC I Regular Interest, REMIC II Regular
Interest or Class of Principal Balance Certificates, the date designated as the
"latest possible maturity date" thereof solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii).
"Letter of Credit" shall mean, with respect to any Mortgage Loan,
any third-party letter of credit delivered by or at the direction of the
Borrower pursuant to the terms of such Mortgage Loan in lieu of the
establishment of, or deposit otherwise required to be made into, a Reserve Fund.
"Liquidation Event" shall mean: (a) with respect to any Mortgage
Loan, any of the following events--(i) such Mortgage Loan is paid in full, (ii)
a Final Recovery Determination is made with respect to such Mortgage Loan, (iii)
such Mortgage Loan is repurchased or replaced by a Mortgage Loan Seller pursuant
to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03
or Section 3.19(f), (iv) such Mortgage Loan is purchased by the Master Servicer,
the Special Servicer or any Controlling Class Certificateholder(s) pursuant to
Section 3.18 or Section 9.01, or (v) such Mortgage Loan is acquired by the Sole
Certificateholder in exchange for all the Certificates pursuant to Section 9.01;
and (b) with respect to any REO Property (and the related REO Mortgage Loan),
any of the following events--(i) a Final Recovery Determination is made with
respect to such REO Property, (ii) such REO Property is purchased by the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder(s)
pursuant to Section 3.18 or Section 9.01, or (iii) such REO Property is acquired
by the Sole Certificateholder in exchange for all the Certificates pursuant to
Section 9.01.
"Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not otherwise
covered by Servicing Advances) in connection with the liquidation of any
Specially Serviced Mortgage Loan or REO Property pursuant to Section 3.09 or
3.18 (including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).
"Liquidation Fee" shall mean, with respect to each Specially
Serviced Mortgage Loan or REO Property (other than any Specially Serviced
Mortgage Loan or REO Property that is purchased by the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder(s) pursuant to
Section 3.18 or Section 9.01, that is repurchased by the related Mortgage Loan
Seller as contemplated by Section 3.19(f), or that is acquired by the Sole
Certificateholder in exchange for all the Certificates pursuant to Section
9.01), the fee designated as such and payable to the Special Servicer pursuant
to the third paragraph of Section 3.11(c).
"Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Mortgage Loan or REO Property as to which a Liquidation Fee is payable,
1.00% (or, if such Liquidation Fee is payable in connection with the repurchase
or replacement of such Specially Serviced Mortgage Loan or REO Property by a
Mortgage Loan Seller as contemplated by Section 2.03, 0.25%).
"Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues) received by the
Master Servicer or the Special Servicer in connection with: (i) the liquidation
of a Mortgaged Property or other collateral constituting security for a
defaulted Mortgage Loan, through trustee's sale, foreclosure sale, REO
Disposition or otherwise,
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exclusive of any portion thereof required to be released to the related Borrower
in accordance with applicable law and/or the terms and conditions of the related
Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment
obtained against a Borrower; (iii) the purchase of a Defaulted Mortgage Loan by
any Controlling Class Certificateholder(s) pursuant to Section 3.18(b) or by the
Master Servicer or the Special Servicer pursuant to Section 3.18(c) or any other
sale thereof pursuant to Section 3.18(d); (iv) the repurchase of a Mortgage Loan
by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase
Agreement (as contemplated by Section 2.03 or Section 3.19(f)); (v) the
substitution of one or more Replacement Mortgage Loans for a Deleted Mortgage
Loan by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase
Agreement (such cash amounts being any Substitution Shortfall Amounts); (vi) the
purchase of a Mortgage Loan or REO Property by the Master Servicer, the Special
Servicer or any Controlling Class Certificateholder(s) pursuant to Section 9.01,
or (vii) the acquisition of any Mortgage Loan or REO Property by the Sole
Certificateholder in exchange for all the Certificates pursuant to Section 9.01.
"Loan Periodic Update File" shall mean the monthly report
containing the information called for in the form attached hereto as Exhibit
E-2A, which report shall be in the form of such Exhibit E-2A or such other form
for the presentation of such information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally (but in
any event containing the information called for in such Exhibit E-2A).
"Loan REMIC" shall mean, with respect to each of the Original
Mortgage Loans listed on Exhibit B-1C, each Replacement Mortgage Loan, if any,
substituted for such Original Mortgage Loan, and each related REO Property and
corresponding REO Mortgage Loan, if any, the segregated pool of assets
consisting primarily of such Original Mortgage Loan, each such Replacement
Mortgage Loan, if any, and each such REO Property, if any, together with all
payments under and the proceeds of such Mortgage Loan received after the date of
the related Loan REMIC Declaration.
"Loan REMIC Declaration" shall mean, with respect to each Original
Mortgage Loan identified on Exhibits B-1C, the REMIC declaration made as of a
date prior to the Closing Date.
"Loan REMIC Interest" shall mean any Loan REMIC Regular Interest
or Loan REMIC Residual Interest.
"Loan REMIC Regular Interest" shall mean the uncertificated
"regular interest", within the meaning of Section 860G(a)(1) of the Code, in
each Loan REMIC. The principal balance of each Loan REMIC Regular Interest shall
equal the principal balance of the related Mortgage Loan or any related
Replacement Mortgage Loan (or, if applicable, the deemed principal balance of
any successor REO Mortgage Loan) outstanding from time to time. Payments and
other collections of amounts received on or in respect of each of the Original
Mortgage Loans listed on Exhibit B-1C or any related Replacement Mortgage Loan
(or any related REO Property) and allocable (in accordance with Section 1.03, to
interest (adjusted to the related Loan REMIC Remittance Rate) on, principal
and/or Prepayment Premiums or Yield Maintenance Charges in respect of such
Original Mortgage Loan or any related Replacement Mortgage Loan (or any
successor REO Mortgage Loan) shall be deemed paid on the related Loan REMIC
Regular Interest to REMIC I at the time such amounts are so received. The terms
of each Loan REMIC Regular Interest are otherwise set forth in the related Loan
REMIC Declaration.
"Loan REMIC Remittance Rate" shall mean the per annum rate at
which interest accrues in respect of a Loan REMIC Regular Interest, as set forth
in or otherwise calculated in accordance with the related Loan REMIC
Declaration.
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"Loan REMIC Residual Interest" shall mean the sole uncertificated
"residual interest", within the meaning of Section 860G(a)(2) of the Code, in
each Loan REMIC.
"Loan Set-Up File" shall mean the monthly report containing the
information called for in the form attached hereto as Exhibit E-2C, which report
shall be in the form of such Exhibit E-2C or such other form for the
presentation of such information as may from time to time be recommended by the
CMSA for commercial mortgage securities transactions generally (but in any event
containing the information called for in such Exhibit E-2C).
"Loan-to-Value Ratio" shall mean, with respect to any Mortgage
Loan, as of any date of determination, and without regard to the
cross-collateralization in the case of any Cross-Collateralized Mortgage Loan, a
fraction, expressed as a percentage, the numerator of which is the then current
principal amount of such Mortgage Loan, and the denominator of which is the
Appraised Value of the related Mortgaged Property.
"Loss Reimbursement Amount" shall mean:
(a) with respect to any REMIC I Regular Interest for any
Distribution Date, the total amount of all Unfunded Principal Balance
Reductions, if any, incurred by (but not reimbursed to) REMIC II with
respect to such REMIC I Regular Interest on all prior Distribution Dates,
if any;
(b) with respect to any REMIC II Regular Interest for any
Distribution Date, the total amount of all Unfunded Principal Balance
Reductions, if any, incurred by (but not reimbursed to) REMIC III with
respect to such REMIC II Regular Interest on all prior Distribution
Dates, if any; and
(c) with respect to any Class of Principal Balance Certificates
for any Distribution Date, the total amount of all Unfunded Principal
Balance Reductions, if any, incurred by (but not reimbursed to) the
Holders of such Class of Certificates on all prior Distribution Dates, if
any.
"Majority Controlling Class Certificateholder" shall mean, as of
any date of determination, any single Holder or group of Holders of Certificates
representing a majority of the Voting Rights allocated to the Class or Classes
of Principal Balance Certificates that constitute(s) the Controlling Class as of
such date of determination.
"Master Servicer" shall mean GMACCM, in its capacity as master
servicer hereunder, or any successor master servicer appointed as herein
provided.
"Master Servicer Remittance Amount" shall mean, with respect to
any Master Servicer Remittance Date, an amount equal to (a) all amounts on
deposit in the Collection Account as of the commencement of business on such
Master Servicer Remittance Date, net of (b) any portion of the amounts described
in clause (a) of this definition that represents one or more of the following:
(i) collected Monthly Payments that are due on a Due Date following the end of
the related Collection Period, (ii) any payments of principal (including
Principal Prepayments) and interest (including Post-ARD Additional Interest),
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received
after the end of the related Collection Period, (iii) any Prepayment Premiums
and/or Yield Maintenance Charges received after the end of the related
Collection Period, (iv) any amounts payable or reimbursable to any Person from
the Collection Account pursuant to clauses (ii) through (xix) of
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Section 3.05(a), and (v) any amounts deposited in the Collection Account in
error; provided that the Master Servicer Remittance Amount for the Master
Servicer Remittance Date that occurs in the same calendar month as the
anticipated Final Distribution Date shall be calculated without regard to
clauses (b)(i), (b)(ii) and (b)(iii) of this definition. For purposes of clause
(a) of this definition, amounts received by the Master Servicer as of any Master
Servicer Remittance Date and required to be deposited in the Collection Account
shall be deemed on deposit in the Collection Account.
"Master Servicer Remittance Date" shall mean the Business Day
preceding each Distribution Date.
"Master Servicing Fee" shall mean, with respect to each Mortgage
Loan and REO Mortgage Loan, the fee designated as such and payable to the Master
Servicer pursuant to Section 3.11(a).
"Master Servicing Fee Rate" shall mean, with respect to each
Mortgage Loan and REO Mortgage Loan, the rate per annum specified as such on the
Mortgage Loan Schedule.
"Material Breach" shall have the meaning assigned thereto in
Section 2.03(a).
"Material Document Defect" shall have the meaning assigned thereto
in Section 2.03(a).
"Memorandum" shall mean the final Private Placement Memorandum,
dated June 5, 2000, relating to certain Classes of the Non-Registered
Certificates delivered by the Depositor to the Underwriters as of the Closing
Date.
"Modified Mortgage Loan" shall mean any Mortgage Loan as to which
any Servicing Transfer Event has occurred and which has been modified by the
Special Servicer pursuant to Section 3.20 in a manner that:
(a) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing Monthly
Payments current with respect to such Mortgage Loan);
(b) except as expressly contemplated by the related loan
documents, results in a release of the lien of the Mortgage on any
material portion of the related Mortgaged Property without a
corresponding Principal Prepayment in an amount, or the delivery of
substitute real property collateral with a fair market value (as is),
that is not less than the fair market value (as is) of the property to be
released, as determined by an Appraisal delivered to the Special Servicer
(at the expense of the related Borrower and upon which the Special
Servicer may conclusively rely); or
(c) in the reasonable, good faith judgment of the Special
Servicer, otherwise materially impairs the security for such Mortgage
Loan or reduces the likelihood of timely payment of amounts due thereon.
"Monthly Payment" shall mean, with respect to any Mortgage Loan as
of any Due Date, the scheduled monthly payment (or, in the case of an ARD Loan
after its Anticipated Repayment Date, the minimum required monthly payment) of
principal and/or interest on such Mortgage Loan, including any Balloon Payment,
that is actually payable by the related Borrower from time to time under the
terms of the related Mortgage Note (as such terms may be changed or modified in
connection with a
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bankruptcy, insolvency or similar proceeding involving the related Borrower or
by reason of a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20).
"Moody's" shall mean Moody's Investors Service, Inc. or its
successor in interest. If neither such rating agency nor any successor remains
in existence, "Moody's" shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the other parties
hereto, and specific ratings of Moody's Investors Service, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of
Moody's, be deemed to refer to such applicable rating category of Moody's,
without regard to any plus or minus or other comparable rating qualification.
"Mortgage" shall mean, with respect to any Mortgage Loan,
separately and collectively, as the context may require, each mortgage, deed of
trust, deed to secure debt or similar document that secures the related Mortgage
Note and creates a lien on the related Mortgaged Property.
"Mortgage File" shall mean, with respect to any Mortgage Loan,
subject to Sections 1.04 and 2.01, collectively the following documents:
(i) the original executed Mortgage Note, endorsed (either on
the face thereof or pursuant to a separate allonge) "Pay to
the order of Norwest Bank Minnesota, National Association,
as trustee for the registered holders of Salomon Brothers
Mortgage Securities VII, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2000-C1, without
recourse", and further showing a complete, unbroken chain
of endorsement from the originator (if such originator is
other than the related Mortgage Loan Seller); or
alternatively, if the original executed Mortgage Note has
been lost, a lost note affidavit and indemnity with a copy
of such Mortgage Note;
(ii) an original or a copy of the Mortgage and of any
intervening assignments thereof that precede the assignment
referred to in clause (iv) of this definition, in each case
(unless the particular item has not been returned from the
applicable recording office) with evidence of recording
indicated thereon;
(iii) an original or a copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage) and
of any intervening assignments thereof that precede the
assignment referred to in clause (v) of this definition, in
each case (unless the particular item has not been returned
from the applicable recording office) with evidence of
recording indicated thereon;
(iv) an original executed assignment of the Mortgage, in favor
of Norwest, as trustee for the registered holders of
Salomon Brothers Mortgage Securities VII, Inc., Commercial
Mortgage Pass-Through Certificates, Series 2000-C1, in
recordable form;
(v) an original executed assignment of any related Assignment
of Leases (if such item is a document separate from the
Mortgage), in favor of Norwest, as trustee for the
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registered holders of Salomon Brothers Mortgage Securities
VII, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2000-C1, in recordable form;
(vi) originals or copies of any written assumption,
modification, written assurance and substitution agreements
in those instances where the terms or provisions of the
Mortgage or Mortgage Note have been modified or the
Mortgage Loan has been assumed, with evidence of recording
indicated thereon if the instrument being modified or
assumed is a recordable document;
(vii) the original or a copy of the policy of lender's title
insurance or, if such policy has not yet been issued, a
"marked-up" pro forma title policy or commitment for title
insurance "marked-up" at the closing of such Mortgage Loan;
(viii) copies of any previously filed UCC Financing Statements in
favor of the originator of such Mortgage Loan or in favor
of any assignee prior to the Trustee (but only to the
extent the related Mortgage Loan Seller had possession of
such UCC Financing Statements prior to the Closing Date)
and, if there is an effective UCC Financing Statement in
favor of the related Mortgage Loan Seller on record with
the applicable public office for UCC Financing Statements,
an original UCC-2 or UCC-3, as appropriate, in favor of
Norwest, as trustee for the registered holders of Salomon
Brothers Mortgage Securities VII, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2000-C1;
(ix) any environmental indemnity agreement and the original or a
copy of any Environmental Insurance Policy relating solely
to such Mortgage Loan;
(x) any power of attorney, guaranty, property management
agreement, Ground Lease, Ground Lease estoppels,
intercreditor agreement, cash management agreement and
lock-box agreement, relating to such Mortgage Loan;
(xi) any original documents (including any security agreements
and any Letters of Credit and related letter of credit
reimbursement agreements) relating to, evidencing or
constituting Additional Collateral and, if applicable, the
originals or copies of any intervening assignments thereof;
and in the case of any such Letter of Credit, in a form
that would permit the Master Servicer or Special Servicer,
as the case may be, on behalf of the Certificateholders, to
draw upon such Letter of Credit;
(xii) any insurance certificates relating to hazard insurance
policies maintained by the Borrower with respect to the
related Mortgaged Property that are in the possession of
the related Mortgage Loan Seller; and
(xiii) in the case of any Mortgage Loan held in a Loan REMIC, the
original or copy of the related Loan REMIC Declaration;
provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf such term shall
not be deemed to include such documents and instruments required to be included
therein unless they are actually so received.
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"Mortgage Loan" shall mean each of the mortgage loans listed on
the Mortgage Loan Schedule and any Replacement Mortgage Loans that are from time
to time held in the Trust Fund. As used herein, the term "Mortgage Loan"
includes the related Mortgage Note, Mortgage and other security documents
contained in the related Mortgage File. As used herein, the term "Mortgage Loan"
includes a mortgage loan that has been wholly or partially defeased.
"Mortgage Loan Purchase Agreements" shall mean the SBRC Mortgage
Loan Purchase Agreement and the GCFP Mortgage Loan Purchase Agreement.
"Mortgage Loan Schedule" shall mean, together, the two lists of
Mortgage Loans attached hereto as Exhibit B-1A and Exhibit B-1B, respectively,
as such lists may be amended from time to time in accordance with this
Agreement. Such lists shall set forth the following information with respect to
each Mortgage Loan:
(i) the Mortgage Loan number;
(ii) the street address (including city, state and zip code) of
the related Mortgaged Property;
(iii) the (A) original principal balance and (B) Cut-off Date
Principal Balance;
(iv) the amount of the Monthly Payment due on the first Due Date
following the Closing Date;
(v) the Mortgage Rate as of the Cut-off Date;
(vi) the (A) original and remaining term to stated maturity and
(B) Stated Maturity Date;
(vii) in the case of a Balloon Mortgage Loan, the original and
remaining amortization term;
(viii) whether the Mortgage Loan is a Cross-Collateralized
Mortgage Loan and, if so, the other Mortgage Loans
contained in the related Cross-Collateralized Group;
(ix) whether the Mortgage Loan is an ARD Loan and, if so, the
Anticipated Repayment Date;
(x) whether such Mortgage Loan provides for defeasance and, if
so, the period during which defeasance may occur;
(xi) whether the Mortgage Loan is secured by a fee simple
interest in the Mortgaged Property; by the Borrower's
leasehold interest, and a fee simple interest, in the
Mortgaged Property; or solely by a leasehold interest in
the Mortgaged Property;
(xii) the name of the originator of the Mortgage Loan;
(xiii) the Interest Accrual Basis; and
(xiv) the Master Servicing Fee Rate.
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"Mortgage Loan Sellers" shall mean SBRC and GCFP.
"Mortgage Note" shall mean the original executed note evidencing
the indebtedness of a Borrower under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.
"Mortgage Pool" shall mean all of the Mortgage Loans and any
successor REO Mortgage Loans, collectively, as of any particular date of
determination.
"Mortgage Rate" shall mean, with respect to any Mortgage Loan (and
any successor REO Mortgage Loan), the annualized rate at which interest is
scheduled (in the absence of a default) to accrue on such Mortgage Loan from
time to time in accordance with the related Mortgage Note and applicable law, as
such rate may be modified in accordance with Section 3.20 or in connection with
a bankruptcy, insolvency or similar proceeding involving the related Borrower.
In the case of each of the ARD Loans, the related Mortgage Rate will be subject
to increase in accordance with the related Mortgage Note if the particular
Mortgage Loan is not paid in full by its Anticipated Repayment Date.
"Mortgaged Property" shall mean, individually and collectively, as
the context may require, each real property (together with all improvements and
fixtures thereon) subject to the lien of a Mortgage and constituting collateral
for a Mortgage Loan. With respect to any Cross-Collateralized Mortgage Loan, if
and when the context may require, "Mortgaged Property" shall mean, collectively,
all the mortgaged real properties (together with all improvements and fixtures
thereon) securing the relevant Cross-Collateralized Group.
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect to any Distribution Date, the amount, if any, by which (a) the aggregate
of all Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount of the Compensating Interest Payment
remitted by the Master Servicer pursuant to Section 3.19(a) on the Master
Servicer Remittance Date related to such Distribution Date.
"Net Assumption Application Fee" shall mean, with respect to any
Mortgage Loan, any assumption application fee collected thereon, net of any
expenses payable therefrom in accordance with Section 3.08.
"Net Assumption Fee" shall mean, with respect to any Mortgage
Loan, any assumption fee collected thereon, net of any expenses payable
therefrom in accordance with Section 3.08.
"Net Default Charges" shall mean, with respect to any Mortgage
Loan or REO Mortgage Loan, any Default Charges actually collected thereon
(determined in accordance with the allocation of amounts collected as specified
in Section 1.03), to the extent such Default Charges are not allocable to pay
Advance Interest accrued on Advances made in respect of any Mortgage Loan, REO
Mortgage Loan or REO Property, as the case may be, in accordance with this
Agreement.
"Net Investment Earnings" shall mean, with respect to any
Investment Account for any Collection Period, the amount, if any, by which the
aggregate of all interest and other income realized during such Collection
Period in connection with the investment of funds held in such Investment
Account for the benefit of the Master Servicer or the Special Servicer, as
applicable, exceeds the aggregate of all losses, if any, incurred during such
Collection Period in connection with the investment
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of such funds for the benefit of the Master Servicer or the Special Servicer, as
applicable, in accordance with Section 3.06 (other than losses of what would
otherwise have constituted interest or other income earned on such funds).
"Net Investment Loss" shall mean, with respect to any Investment
Account for any Collection Period, the amount by which the aggregate of all
losses, if any, incurred during such Collection Period in connection with the
investment of funds held in such Investment Account for the benefit of the
Master Servicer or the Special Servicer, as applicable, in accordance with
Section 3.06 (other than losses of what would otherwise have constituted
interest or other income earned on such funds), exceeds the aggregate of all
interest and other income realized during such Collection Period in connection
with the investment of such funds for the benefit of the Master Servicer or the
Special Servicer, as applicable; provided that, in the case of any Investment
Account and any particular investment of funds in such Investment Account, Net
Investment Loss shall not include any loss with respect to such investment which
is incurred solely as a result of the insolvency of the federal or state
chartered depository institution or trust company that holds such Investment
Account, so long as such depository institution or trust company satisfied the
qualifications set forth in the definition of Eligible Account at the time such
investment was made.
"Net Mortgage Rate" shall mean, with respect to any Mortgage Loan
(or successor REO Mortgage Loan), a rate per annum equal to the related Mortgage
Rate, minus the related Administrative Fee Rate.
"Net Operating Income" shall mean, with respect to any Mortgaged
Property, the net operating income derived from such Mortgaged Property for any
specified period, calculated in accordance with Exhibit K.
"New Lease" shall mean any lease of an REO Property entered into
at the direction of the Special Servicer, including any lease renewed, modified
or extended on behalf of the Certificateholders, if the Special Servicer has the
right to renegotiate the terms of such lease.
"NOI Adjustment Worksheet" shall mean a report prepared by the
Special Servicer with respect to Specially Serviced Mortgaged Loans and REO
Mortgage Loans, and by the Master Servicer with respect to all other Mortgage
Loans, substantially in the form and containing the information described in
Exhibit E-7 attached hereto, presenting the computations made in accordance with
the methodology described in such Exhibit to "normalize" the full year net
operating income and debt service coverage numbers used in the other reports
required by this Agreement.
"Nonrecoverable Advance" shall mean any Nonrecoverable P&I Advance
or Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance" shall mean as evidenced by the
Officer's Certificate and supporting documentation contemplated by Section
4.03(c), any P&I Advance previously made or to be made in respect of any
Mortgage Loan or any REO Mortgage Loan that, as determined by the Master
Servicer or, if applicable, the Trustee or any Fiscal Agent, in its reasonable,
good faith judgment, will not be ultimately recoverable from late payments,
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other
recovery on or in respect of such Mortgage Loan.
"Nonrecoverable Servicing Advance" shall mean as evidenced by the
Officer's Certificate and supporting documentation contemplated by Section
3.11(h), any Servicing Advance
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previously made or to be made in respect of a Mortgage Loan or REO Property
that, as determined by the Master Servicer, the Special Servicer or, if
applicable, the Trustee or any Fiscal Agent, in its reasonable, good faith
judgment, will not be ultimately recoverable from late payments, Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on
or in respect of such Mortgage Loan or REO Property.
"Non-Registered Certificate" shall mean any Certificate that has
not been registered under the Securities Act. As of the Closing Date, the Class
H, Class J, Class K, Class L, Class M, Class N, Class P, Class Y and Class R
Certificates will constitute Non-Registered Certificates.
"Non-United States Person" shall mean any Person other than a
United States Person.
"Norwest" shall have the meaning assigned thereto in the
Preliminary Statement.
"Officer's Certificate" shall mean a certificate signed by a
Servicing Officer of the Master Servicer or the Special Servicer or a
Responsible Officer of the Trustee or any Fiscal Agent, as the case may be.
"Operating Statement Analysis Report" shall have the meaning
assigned thereto in Section 3.12(b).
"Opinion of Counsel" shall mean a written opinion of counsel
(which counsel, in the case of any such opinion of counsel relating to the
taxation of the Trust Fund or any portion thereof or the status of any REMIC
Pool as a REMIC or the status of either Grantor Trust Pool as a Grantor Trust
for taxation purposes, shall be Independent of the Depositor, each Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent, the Certificate Administrator or the Tax Administrator, as applicable but
which may act as counsel to such Person) acceptable to and delivered to the
addressee(s) thereof.
"Original GCFP Mortgage Loans" shall have the meaning assigned
thereto in the Preliminary Statement to this Agreement.
"Original Mortgage Loans" shall have the meaning assigned thereto
in the Preliminary Statement to this Agreement.
"Original SBRC Mortgage Loans" shall have the meaning assigned
thereto in the Preliminary Statement to this Agreement.
"OTS" shall mean the Office of Thrift Supervision or any successor
thereto.
"Ownership Interest" shall mean, in the case of any Certificate,
any ownership or security interest in such Certificate as the Holder thereof and
any other interest therein, whether direct or indirect, legal or beneficial, as
owner or as pledgee.
"P&I Advance" shall mean, with respect to any Mortgage Loan or REO
Mortgage Loan, any advance made by the Master Servicer, the Trustee or any
Fiscal Agent pursuant to Section 4.03.
"P&I Advance Date" shall mean the Business Day preceding each
Distribution Date.
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"Pass-Through Rate" shall mean the per annum rate at which
interest accrues in respect of any Class of REMIC III Regular Interest
Certificates during any Interest Accrual Period, as set forth in or otherwise
calculated in accordance with Section 2.13(f).
"Percentage Interest" shall mean:
(a) with respect to any REMIC III Regular Interest Certificate,
the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate
Principal Balance or Certificate Notional Amount, as the case may be, of
such Certificate as of the Closing Date, as specified on the face
thereof, and the denominator of which is the Class Principal Balance or
Class Notional Amount, as the case may be, of the relevant Class as of
the Closing Date; and
(b) with respect to a Class Y Certificate or Class R
Certificate, the percentage interest in distributions to be made with
respect to the relevant Class, as stated on the face of such Certificate.
"Performing Mortgage Loan" shall mean any Corrected Mortgage Loan
and any Mortgage Loan as to which a Servicing Transfer Event has not occurred.
"Permitted Investments" shall mean any one or more of the
following obligations or securities:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided that each such obligation is
backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause
(i), provided that the short-term unsecured debt obligations of the party
agreeing to repurchase such obligations are at the time of investment
rated in the highest short-term debt rating category of each of Moody's
and S&P, (or, in the case of either Rating Agency, have such lower rating
as will not result in an Adverse Rating Event with respect to any Class
of Rated Certificates, as confirmed in writing to the Trustee by such
Rating Agency);
(iii) federal funds, uncertificated certificates of deposit, time
deposits and bankers' acceptances of any bank or trust company organized
under the laws of the United States or any state thereof, provided that
the short-term unsecured debt obligations of such bank or trust company
are at the time of investment rated in the highest short-term debt rating
category of each of Moody's and S&P (or, in the case of either Rating
Agency, have such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Rated Certificates, as confirmed in
writing to the Trustee by such Rating Agency);
(iv) commercial paper of any corporation incorporated under the
laws of the United States or any state thereof (or of any corporation not
so incorporated, provided that the commercial paper is United States
Dollar denominated and amounts payable thereunder are not subject to any
withholding imposed by any non-United States jurisdiction), provided that
such commercial paper is rated in the highest short-term debt rating
category of each of Moody's and S&P (or, in the case of either Rating
Agency, has such lower rating as will not result in an
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Adverse Rating Event with respect to any Class of Rated Certificates, as
confirmed in writing to the Trustee by such Rating Agency);
(v) units of money market funds which maintain a constant net
asset value, provided that such units of money market funds are rated in
the highest applicable rating category of each of Moody's and S&P (or, in
the case of either Rating Agency, have such lower rating as will not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates, as confirmed in writing to the Trustee by such Rating
Agency); or
(vi) any other obligation or security that is acceptable to the
Rating Agencies and will not result in an Adverse Rating Event with
respect to any Class of Rated Certificates (as confirmed in writing to
the Trustee by each Rating Agency);
provided that (A) no investment described hereunder shall evidence either the
right to receive (1) only interest with respect to such investment or (2) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations, (B) no investment described hereunder may be purchased
at a price greater than par if such investment may be prepaid or called at a
price less than its purchase price prior to stated maturity, (C) no investment
described hereunder may be sold prior to stated maturity if such sale would
result in a loss of principal on the instrument or a tax on "prohibited
transactions" under Section 860F of the Code and (D) no investment described
hereunder may have a "r" highlighter or other comparable qualifier attached to
its rating; provided, further, that each investment described hereunder must
have (X) a predetermined fixed amount of principal due at maturity (that cannot
vary or change), (Y) an original maturity of not more than 365 days and a
remaining maturity of not more than 30 days and (Z) except in the case of a
Permitted Investment described in clause (v) above, a fixed interest rate or an
interest rate that is tied to a single interest rate index plus a single fixed
spread; and provided, further, that each investment described hereunder must be
a "cash flow investment" (within the meaning of the REMIC Provisions).
"Permitted Transferee" shall mean any Transferee of a Class R
Certificate other than either a Disqualified Organization or a Non-United States
Person; provided, however, that if a Transferee is classified as a partnership
under the Code, such Transferee shall only be a Permitted Transferee if all of
its beneficial owners are United States Persons and the governing documents of
the Transferee prohibit a transfer of any interest in the Transferee to any
Non-United States Person.
"Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, limited liability company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Phase I Environmental Assessment" shall mean a "Phase I
assessment" as described in and meeting the criteria of Chapter 5 of Part II of
the Fannie Mae Multifamily Guide, as amended from time to time.
"Plan" shall have the meaning assigned thereto in Section 5.02(c).
"Plurality Class R Certificateholder" shall mean, as to any
taxable year of any REMIC Pool, the Holder of Certificates evidencing the
largest Percentage Interest in the Class R Certificates.
"Post-ARD Additional Interest" shall mean, with respect to any ARD
Loan after its Anticipated Repayment Date, all interest accrued on the principal
balance of such ARD Loan at the
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Post-ARD Additional Interest Rate (the payment of which interest shall, under
the terms of such Mortgage Loan, be deferred until the principal balance of such
Mortgage Loan has been paid in full), together with all interest, if any,
accrued at the related Mortgage Rate on such deferred interest.
"Post-ARD Additional Interest Rate" shall mean, with respect to
any ARD Loan after its Anticipated Repayment Date, the incremental increase in
the Mortgage Rate for such Mortgage Loan resulting from the passage of such
Anticipated Repayment Date.
"Prepayment Assumption" shall mean, for purposes of determining
the accrual of original issue discount, market discount and premium, if any, on
the Mortgage Loans, the Loan REMIC Regular Interests, the REMIC I Regular
Interests, the REMIC II Regular Interests and the Certificates for federal
income tax purposes, the assumptions that each ARD Loan is paid in its entirety
on its Anticipated Prepayment Date and that no Mortgage Loan is otherwise
voluntarily prepaid prior to its Stated Maturity Date.
"Prepayment Interest Excess" shall mean, with respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or in part made
after its Due Date in any Collection Period, any payment of interest (net of
related Master Servicing Fees and Special Servicer's Standby Fees and, further,
net of any portion of such interest that represents Default Interest or Post-ARD
Additional Interest) actually collected from the related Borrower and intended
to cover the period from and after such Due Date to, but not including, the date
of prepayment (exclusive, however, of any related Prepayment Premium or Yield
Maintenance Charge that may have been collected).
"Prepayment Interest Shortfall" shall mean, with respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or in part made
prior to its Due Date in any Collection Period, the amount of interest, to the
extent not collected from the related Borrower (without regard to any Prepayment
Premium or Yield Maintenance Charge that may have been collected), that would
have accrued on the amount of such Principal Prepayment during the period from
the date of prepayment to, but not including, such Due Date (less the amount of
related Master Servicing Fees and Special Servicer's Standby Fees and, if
applicable, exclusive of Default Interest and Post-ARD Additional Interest).
"Prepayment Premium" shall mean, with respect to any Mortgage
Loan, any premium, penalty or fee paid or payable, as the context requires, by a
Borrower in connection with a Principal Prepayment on, or other early collection
of principal of, a Mortgage Loan or any successor REO Mortgage Loan, to the
extent such premium, penalty or fee is calculated as a percentage of the
principal amount being prepaid or as a specified amount.
"Primary Servicing Office" shall mean the office of the Master
Servicer or the Special Servicer, as the context may require, that is primarily
responsible for such party's servicing obligations hereunder.
"Prime Rate" shall mean the "prime rate" published in the "Money
Rates" section of The Wall Street Journal, as such "prime rate" may change from
time to time. If The Wall Street Journal ceases to publish the "prime rate",
then the Trustee, in its sole discretion, shall select an equivalent publication
that publishes such "prime rate"; and if such "prime rate" is no longer
generally published or is limited, regulated or administered by a governmental
or quasi- governmental body, then the Trustee shall select a comparable interest
rate index. In either case, such selection shall be made by the Trustee
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in its sole discretion and the Trustee shall notify the Master Servicer and the
Special Servicer in writing of its selection.
"Principal Balance Certificate" shall mean any of the Certificates
designated as such in Section 2.08(e).
"Principal Distribution Amount" shall mean:
(a) with respect to any REMIC I Regular Interest for any
Distribution Date, an amount equal to that portion, if any, of the Total
Principal Distribution Amount for such Distribution Date that is
attributable to each and every Mortgage Loan and/or REO Mortgage Loan, as
the case may be, that relates to such REMIC I Regular Interest; and
(b) with respect to any Class of REMIC III Regular Interest
Certificates (and, accordingly, with respect to that Class's
Corresponding REMIC II Regular Interest) for any Distribution Date, an
amount equal to that portion, if any, of the Total Principal Distribution
Amount for such Distribution Date that is allocable to such Class of
Certificates as provided below in this definition.
For purposes of the foregoing, for so long as the Class A Certificates remain
outstanding, the Total Principal Distribution Amount for each Distribution Date
shall be allocated to the Class A Certificates, up to the lesser of (i) the
aggregate of the Class Principal Balances of the Class A Certificates
outstanding immediately prior to such Distribution Date and (ii) the entire such
Total Principal Distribution Amount. The portion of the Total Principal
Distribution Amount for each Distribution Date that is so allocable to the Class
A Certificates shall, in turn, be allocated as between the Class A-1
Certificates and the Class A-2 Certificates as follows: (i) prior to the Senior
Principal Distribution Cross-Over Date (or, if there is no Senior Principal
Distribution Cross-Over Date, prior to the Final Distribution Date), first, to
the Class A-1 Certificates, up to the Class Principal Balance thereof
outstanding immediately prior to the subject Distribution Date, and then, to the
Class A-2 Certificates; and (ii) on and after the Senior Principal Distribution
Cross-Over Date (and, in any event, on the Final Distribution Date), to the
Class A-1 Certificates and the Class A-2 Certificates on a pro rata basis in
accordance with the respective Class Principal Balances thereof outstanding
immediately prior to the subject Distribution Date. After the Class Principal
Balances of the Class A Certificates have been reduced to zero, the Total
Principal Distribution Amount for each Distribution Date (net of any portion
thereof that may have been allocated to the Class A Certificates in retirement
thereof pursuant to the prior two sentences) shall be allocated among the
respective Classes of the Subordinate Principal Balance Certificates,
sequentially in the following order and, in the case of each such Class of
Subordinate Principal Balance Certificates, up to the lesser of (i) the Class
Principal Balance of such Class of Certificates outstanding immediately prior to
such Distribution Date and (ii) the remaining unallocated portion of the Total
Principal Distribution Amount for such Distribution Date: first, to the Class B
Certificates; second, to the Class C Certificates; third, to the Class D
Certificates; fourth, to the Class E Certificates; fifth, to the Class F
Certificates; sixth, to the Class G Certificates; seventh, to the Class H
Certificates; eighth, to the Class J Certificates; ninth, to the Class K
Certificates; tenth, to the Class L Certificates; eleventh, to the Class M
Certificates; twelfth, to the Class N Certificates; and thirteenth, to the Class
P Certificates.
"Principal Prepayment" shall mean any voluntary payment of
principal made by the Borrower on a Mortgage Loan that is received in advance of
its scheduled Due Date, that is not
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accompanied by an amount of interest (without regard to any Prepayment Premium,
Yield Maintenance Charge and/or Post-ARD Additional Interest that may have been
collected) representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment.
"Property File" shall mean the monthly report containing the
information called for in the form attached hereto as Exhibit E-2B, which report
shall be in the form of such Exhibit E-2B or such other form for the
presentation of such information as may from time to time be recommended by the
CMSA for commercial mortgage securities transactions generally (but in any event
containing the information called for in such Exhibit E-2B).
"Prospectus" shall mean the Base Prospectus and the Prospectus
Supplement, together.
"Prospectus Supplement" shall mean that certain prospectus
supplement dated June 5, 2000, relating to the Registered Certificates, that is
a supplement to the Base Prospectus.
"Proposed Plan" shall have the meaning assigned thereto in Section
3.17(a)(iii).
"Purchase Price" shall mean, with respect to any Mortgage Loan (or
REO Property), a cash price equal to the aggregate of (a) the outstanding
principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of
the date of purchase, (b) all accrued and unpaid interest on such Mortgage Loan
(or the related REO Mortgage Loan) at the related Mortgage Rate (exclusive of
any portion of such interest that represents Post-ARD Additional Interest) to,
but not including, the Due Date occurring in the Collection Period during which
the applicable purchase or repurchase occurs, (c) all related unreimbursed
Servicing Advances, (d) all accrued and unpaid Advance Interest with respect to
any related Advances, and (e) solely in the case of a repurchase or substitution
by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase
Agreement, (i) any Liquidation Fee payable in connection with such repurchase or
substitution, and (ii) to the extent not otherwise included in the amount
described in clause (c) of this definition, any costs and expenses incurred by
the Master Servicer, the Special Servicer or the Trustee (on behalf of the
Trust) in enforcing the obligation of such Person to purchase such Mortgage
Loan.
"Qualified Appraiser" shall mean, in connection with the appraisal
of any Mortgaged Property or REO Property, an Independent MAI-designated
appraiser with at least five years of experience in respect of the relevant
geographic location and property type.
"Qualified Institutional Buyer" shall mean a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act.
"Qualified Insurer" shall mean an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant
jurisdiction.
"Qualifying Substitute Mortgage Loan" shall mean, in connection
with the replacement of a Deleted Mortgage Loan as contemplated by Section 2.03,
any other mortgage loan which, on the date of substitution, (i) has a principal
balance, after deduction of the principal portion of any unpaid Monthly Payment
due on or before the date of substitution, not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) is accruing interest at a fixed rate
of interest at least equal to that of the Deleted Mortgage Loan; (iii) has the
same Due Date as, and a grace period for delinquent Monthly Payments that is no
longer than, the Due Date and grace period, respectively, of the Deleted
Mortgage Loan; (iv) is accruing interest on the same Interest Accrual Basis as
the Deleted Mortgage Loan; (v) has
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a remaining term to stated maturity not greater than, and not more than two
years less than, that of the Deleted Mortgage Loan and, in any event, has a
Stated Maturity Date not later than two years prior to the Rated Final
Distribution Date; (vi) has a then current Loan-to-Value Ratio not higher than,
and a then current Debt Service Coverage Ratio not lower than, the Loan-to-Value
Ratio and Debt Service Coverage Ratio, respectively, of the Deleted Mortgage
Loan as of the Closing Date; (vii) has comparable prepayment restrictions to
those of the Deleted Mortgage Loan, (viii) will comply (except in a manner that
would not be adverse to the interests of the Certificateholders (as a collective
whole) in or with respect to such mortgage loan), as of the date of
substitution, with all of the representations relating to the Deleted Mortgage
Loan set forth in or made pursuant to the related Mortgage Loan Purchase
Agreement; (ix) has a Phase I Environmental Assessment relating to the related
Mortgaged Property in its Servicing File, which Phase I Environmental Assessment
will evidence that there is no material adverse environmental condition or
circumstance at the related Mortgaged Property for which further remedial action
may be required under applicable law; and (x) constitutes a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code;
provided, however, that if more than one mortgage loan is to be substituted for
any Deleted Mortgage Loan, then all such proposed Replacement Mortgage Loans
shall, in the aggregate, satisfy the requirement specified in clause (i) of this
definition and each such proposed Replacement Mortgage Loan shall, individually,
satisfy each of the requirements specified in clauses (ii) through (x) of this
definition; and provided, further, that no mortgage loan shall be substituted
for a Deleted Mortgage Loan unless (x) such prospective Replacement Mortgage
Loan shall be acceptable to the Controlling Class Representative (or, if there
is no Controlling Class Representative then serving, to the Holders of
Certificates representing a majority of the Voting Rights allocated to the
Controlling Class), in its (or their) sole discretion, and (y) each Rating
Agency shall have confirmed in writing to the Trustee that such substitution
will not in and of itself result in an Adverse Rating Event with respect to any
Class of Rated Certificates (such written confirmation to be obtained by the
Mortgage Loan Seller effecting the substitution). It is understood and agreed
that the Controlling Class Representative (or, if no Controlling Class
Representative is then serving, the Holders of Certificates representing a
majority of the Voting Rights assigned to the Controlling Class) could find a
prospective Replacement Mortgage Loan unacceptable for any reason or no reason
whatsoever.
"Rated Certificate" shall mean any of the Certificates to which a
rating has been assigned by either Rating Agency at the request of the
Depositor.
"Rated Final Distribution Date" shall mean the Distribution Date
in February 1, 2032.
"Rating Agency" shall mean each of Moody's and S&P.
"Realized Loss" shall mean:
(1) with respect to each defaulted Mortgage Loan as to which a
Final Recovery Determination has been made, or with respect to any
successor REO Mortgage Loan as to which a Final Recovery Determination
has been made as to the related REO Property, an amount (not less than
zero) equal to (a) the unpaid principal balance of such Mortgage Loan or
REO Mortgage Loan, as the case may be, as of the commencement of the
Collection Period in which the Final Recovery Determination was made,
plus (b) without taking into account the amount described in subclause
(1)(c) of this definition, all unpaid interest accrued in respect of such
Mortgage Loan or REO Mortgage Loan, as the case may be, to but not
including the related Due Date in the Collection Period in which the
Final Recovery Determination was made (exclusive, however, of any portion
of such unpaid interest that constitutes Default Interest or, in the case
of
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an ARD Loan after its Anticipated Repayment Date, Post-ARD Additional
Interest), minus (c) all payments and proceeds, if any, received in
respect of such Mortgage Loan or REO Mortgage Loan, as the case may be,
during the Collection Period in which such Final Recovery Determination
was made (net of any related Servicing Advances reimbursed therefrom and
any related Liquidation Expenses paid therefrom);
(2) with respect to each defaulted Mortgage Loan as to which
any portion of the principal or past due interest payable thereunder was
canceled in connection with a bankruptcy, insolvency or similar
proceeding involving the related Borrower or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master
Servicer or the Special Servicer pursuant to Section 3.20, the amount of
such principal or past due interest (other than any Default Interest and,
in the case of an ARD Loan after its Anticipated Repayment Date, Post-ARD
Additional Interest) so canceled; and
(3) with respect to each defaulted Mortgage Loan as to which
the Mortgage Rate thereon has been permanently reduced and not recaptured
for any period in connection with a bankruptcy, insolvency or similar
proceeding involving the related Borrower or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master
Servicer or the Special Servicer pursuant to Section 3.20, the amount of
any consequent reduction in the interest portion of each successive
Monthly Payment due thereon (each such Realized Loss to be deemed to have
been incurred on the Due Date for each affected Monthly Payment).
"Record Date" shall mean, with respect to any Distribution Date,
the last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
"Registered Certificate" shall mean any Certificate that has been
registered under the Securities Act. As of the Closing Date, the Class X, Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F and Class G
Certificates constitute Registered Certificates.
"Reimbursement Rate" shall mean the rate per annum applicable to
the accrual of Advance Interest, which rate per annum is equal to the Prime
Rate.
"REMIC" shall mean a "real estate mortgage investment conduit" as
defined in Section 860D of the Code.
"REMIC I" shall mean the segregated pool of assets designated as
such in Section 2.09(a)
"REMIC I Regular Interest" shall mean any of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and,
in each such case, designated as a "regular interest" in REMIC I. The REMIC I
Regular Interests have the designations and terms provided for in Section 2.09.
"REMIC I Remittance Rate" shall mean the per annum rate at which
interest accrues in respect of any REMIC I Regular Interest during any Interest
Accrual Period, as set forth in or otherwise calculated in accordance with
Section 2.09(f).
"REMIC I Residual Interest" shall mean the sole uncertificated
"residual interest", within the meaning of Section 860G(a)(2) of the Code, in
REMIC I issued pursuant to this Agreement.
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"REMIC II" shall mean the segregated pool of assets designated as
such in Section 2.11(a).
"REMIC II Regular Interest" shall mean any of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder
and, in each such case, designated as a "regular interest" in REMIC II. The
REMIC II Regular Interests have the designations and terms provided for in
Section 2.11.
"REMIC II Remittance Rate" shall mean the per annum rate at which
interest accrues in respect of any REMIC II Regular Interest during any
Interest Accrual Period, as set forth in or otherwise calculated in accordance
with Section 2.11(f).
"REMIC II Residual Interest" shall mean the sole uncertificated
"residual interest", within the meaning of Section 860G(a)(2) of the Code, in
REMIC II issued pursuant to this Agreement.
"REMIC III" shall mean the segregated pool of assets designated as
such in Section 2.13(a).
"REMIC III Regular Interest Certificate" shall mean any of the
Certificates designated as such in Section 2.08(h).
"REMIC III Residual Interest" shall mean the sole uncertificated
"residual interest", within the meaning of Section 860G(a)(2) of the Code, in
REMIC III issued pursuant to this Agreement.
"REMIC Pool" shall mean any of REMIC I, REMIC II or REMIC III or
any Loan REMIC.
"REMIC Provisions" shall mean the provisions of the federal income
tax law relating to real estate mortgage investment conduits, which appear at
Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
"REMIC Sub-Account" shall mean a sub-account of the Distribution
Account established pursuant to Section 3.04(b), which sub-account shall
constitute an asset of the Trust Fund and REMIC I, but not an asset of either
Grantor Trust Pool.
"Rents from Real Property" shall mean, with respect to any REO
Property, gross income of the character described in Section 856(d) of the Code.
"REO Account" shall mean a segregated custodial account or
accounts created and maintained by the Special Servicer pursuant to Section
3.16(b) on behalf of the Trustee in trust for the Certificateholders, which
shall be entitled "GMAC Commercial Mortgage Corporation [or the name of any
successor Special Servicer], as Special Servicer, in trust for the registered
holders of Salomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2000-C1".
"REO Acquisition" shall mean the acquisition of any REO Property
pursuant to Section 3.09.
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"REO Disposition" shall mean the sale or other disposition of any
REO Property pursuant to Section 3.18(d).
"REO Extension" shall have the meaning assigned thereto in Section
3.16(a).
"REO Mortgage Loan" shall mean the mortgage loan deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO
Mortgage Loan shall be deemed to provide for monthly payments of principal
and/or interest equal to its Assumed Monthly Payment and otherwise to have the
same terms and conditions as its predecessor Mortgage Loan (such terms and
conditions to be applied without regard to the default on such predecessor
Mortgage Loan or the Trust's acquisition of the subject REO Property). Each REO
Mortgage Loan shall be deemed to have an initial unpaid principal balance and
Stated Principal Balance equal to the unpaid principal balance and Stated
Principal Balance, respectively, of its predecessor Mortgage Loan as of the date
of the related REO Acquisition. All Monthly Payments (other than any Balloon
Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage Loan
delinquent in respect of its Balloon Payment) and other amounts due and owing,
or deemed to be due and owing, in respect of the predecessor Mortgage Loan as of
the date of the related REO Acquisition, shall be deemed to continue to be due
and owing in respect of an REO Mortgage Loan. In addition, all amounts payable
or reimbursable to the Master Servicer, the Special Servicer, the Trustee or any
Fiscal Agent in respect of the predecessor Mortgage Loan as of the date of the
related REO Acquisition, including any unpaid or unreimbursed Servicing Fees and
Advances (together with any related unpaid Advance Interest), shall continue to
be payable or reimbursable in the same priority and manner pursuant to Section
3.05(a) to the Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent, as the case may be, in respect of an REO Mortgage Loan.
"REO Property" shall mean a Mortgaged Property acquired by the
Special Servicer on behalf of the Trust for the benefit of the
Certificateholders through foreclosure, acceptance of a deed in lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.
"REO Revenues" shall mean all income, rents, profits and proceeds
derived from the ownership, operation or leasing of any REO Property.
"REO Status Report" shall mean a report substantially in the form
and containing the information described in Exhibit E-9 attached hereto,
including, 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, among other things, (i) the Acquisition Date of such
REO Property, (ii) the amount of income collected with respect to such REO
Property (net of related expenses) and other amounts, if any, received on such
REO Property during the related Collection Period and (iii) the value of the REO
Property based on the most recent appraisal or other valuation thereof available
to the Special Servicer as of such Determination Date (including any valuation
prepared internally by the Special Servicer).
"REO Tax" shall have the meaning assigned thereto in Section
3.17(a)(i).
"Replacement Mortgage Loan" shall mean any mortgage loan that is
substituted by SBRC or GCFP for a Deleted Mortgage Loan as contemplated by
Section 2.03.
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"Request for Release" shall mean a request signed by a Servicing
Officer of, as applicable, the Master Servicer in the form of Exhibit D-1
attached hereto or the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Required Appraisal Loan" shall mean any Mortgage Loan (and any
successor REO Mortgage Loan) as to which an Appraisal Trigger Event has
occurred, provided that a Mortgage Loan shall cease to be a Required Appraisal
Loan if and when, following the occurrence of the most recent Appraisal Trigger
Event with respect thereto, such Mortgage Loan has become a Corrected Mortgage
Loan and has remained current for at least three consecutive Monthly Payments,
and no other Servicing Transfer Event has occurred with respect thereto during
the preceding three months.
"Required Claims-Paying Ratings" shall mean, with respect to any
insurance carrier, a claims-paying ability or financial strength rating of "A2"
or better from Moody's and "A" or better from S&P unless, in the case of either
Rating Agency, such Rating Agency has confirmed in writing that an insurance
company with lower or fewer claims-paying ability ratings shall not result, in
and of itself, in an Adverse Rating Event with respect to any Class of Rated
Certificates.
"Reserve Account" shall mean any of the accounts established and
maintained pursuant to Section 3.03(d).
"Reserve Funds" shall mean, with respect to any Mortgage Loan, any
amounts delivered by the related Borrower to be held in escrow by or on behalf
of the mortgagee representing: (i) reserves for repairs, replacements, capital
improvements and/or environmental testing and remediation with respect to the
related Mortgaged Property; (ii) reserves for tenant improvements and leasing
commissions; (iii) reserves for debt service; or (iv) amounts to be applied as a
Principal Prepayment on such Mortgage Loan or held as Additional Collateral in
the event that certain leasing or other economic criteria in respect of the
related Mortgaged Property are not met.
"Responsible Officer" shall mean, when used with respect to the
Trustee, any Fiscal Agent, the Certificate Registrar, the Custodian or the
Certificate Administrator, the President, the Treasurer, the Secretary, any Vice
President, any Assistant Vice President, any Trust Officer, any Assistant
Secretary or any other officer of the Trustee, any Fiscal Agent, the Certificate
Registrar, the Custodian or the Certificate Administrator, as applicable,
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Agreement.
"Restricted Servicer Reports" shall mean each of the Servicer
Watch List, the Operating Statement Analysis Report, the NOI Adjustment
Worksheet, the Financial File and the Comparative Financial Status Report.
"S&P" shall mean Standard & Poor's Ratings Services, a Division of
the McGraw-Hill Companies, Inc. or its successor in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties to this Agreement, and specific ratings of
Standard & Poor's Ratings Services, a Division of the McGraw-Hill Companies,
Inc. herein referenced shall be deemed to refer to the equivalent ratings of the
party so designated. References herein to "applicable rating category" (other
than such references to "highest applicable rating category") shall, in the case
of S&P, be deemed to refer to such applicable rating category of S&P, without
regard to any plus or minus or other comparable rating qualification.
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"SBRC" shall have the meaning assigned thereto in the Preliminary
Statement to this Agreement.
"SBRC Mortgage Loan" shall mean any of the Original SBRC Mortgage
Loans sold by SBRC to the Depositor, or any Replacement Mortgage Loan
substituted by SBRC, pursuant to the SBRC Mortgage Loan Purchase Agreement.
"SBRC Mortgage Loan Purchase Agreement" shall have the meaning
assigned thereto in the Preliminary Statement to this Agreement.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Senior Certificate" shall mean any of the Certificates designated
as such in Section 2.08(c).
"Senior Principal Distribution Cross-Over Date" shall mean the
first Distribution Date as of which the aggregate of the Class Principal
Balances of the Class A-1 Certificates and the Class A-2 Certificates
outstanding immediately prior thereto equals or exceeds the sum of (a) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, plus (b) the lesser of (i) the
Total Principal Distribution Amount for such Distribution Date and (ii) the
portion of the Standard Available Distribution Amount for such Distribution Date
that will remain after all distributions of interest to be made on the Senior
Certificates on such Distribution Date pursuant to Section 4.01(a) have been so
made.
"Servicer Watch List" shall mean, for any Determination Date, a
report (substantially in the form of Exhibit E-10) of all Mortgage Loans that
constitute one of the following types of Mortgage Loans as of such Determination
Date: (i) a Mortgage Loan that has a then current Debt Service Coverage Ratio
that is less than 1.10x; (ii) a Mortgage Loan as to which any required
inspection of the related Mortgaged Property conducted by the Master Servicer
indicates a problem that the Master Servicer determines can reasonably be
expected to materially adversely affect the cash flow generated by such
Mortgaged Property; (iii) a Mortgage Loan as to which the Master Servicer has
actual knowledge of material damage or waste at the related Mortgaged Property;
(iv) a Mortgage Loan as to which it has come to the Master Servicer's attention
in the performance of its duties under this Agreement (without any expansion of
such duties by reason thereof) that any tenant occupying 25% or more of the
space in the related Mortgaged Property (A) has vacated such space (without
being replaced by a comparable tenant and lease) or (B) has declared bankruptcy;
(v) a Mortgage Loan that is at least 30 days delinquent in payment; and (vi) a
Mortgage Loan that is within 60 days of maturity. No later than one Business Day
after each Determination Date, the Special Servicer shall provide the Master
Servicer with any information in its possession regarding the Specially Serviced
Mortgage Loans necessary for preparation of the Servicer Watch List that is not
in the possession of the Master Servicer.
"Servicing Account" shall mean any of the accounts established and
maintained pursuant to Section 3.03(a).
"Servicing Advances" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses incurred, or to be incurred, as the
context requires, by the Master Servicer or the Special Servicer (or, if
applicable, the Trustee or any Fiscal Agent) in connection with the servicing of
a Mortgage Loan after a default, delinquency or other unanticipated event, or in
connection with the administration of any REO Property, including the cost of
(a) compliance with the obligations of the
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Master Servicer and/or the Special Servicer set forth in Sections 2.03, 3.03(c)
and 3.09, (b) the preservation, insurance, restoration, protection and
management of a Mortgaged Property, (c) obtaining any Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds in respect of any such Mortgage
Loan or any REO Property, (d) any enforcement or judicial proceedings with
respect to any such Mortgage Loan, including foreclosures and similar
proceedings, and (e) the operation, management, maintenance and liquidation of
any REO Property; provided that notwithstanding anything to the contrary,
"Servicing Advances" shall not include (A) allocable overhead of the Master
Servicer or the Special Servicer, such as costs for office space, office
equipment, supplies and related expenses, employee salaries and related expenses
and similar internal costs and expenses, or (B) costs incurred by either such
party or any Affiliate thereof in connection with its purchase of any Mortgage
Loan or REO Property pursuant to any provision of this Agreement. All Emergency
Advances made by the Special Servicer hereunder shall be considered "Servicing
Advances" for the purposes hereof.
"Servicing Fees" shall mean, with respect to any Mortgage Loan or
REO Mortgage Loan, the Master Servicing Fee, the Special Servicer's Standby Fee
and the Special Servicing Fee.
"Servicing File" shall mean any documents (other than documents
required to be part of the related Mortgage File, but including any
correspondence file) in the possession of the Master Servicer or the Special
Servicer and relating to the origination and servicing of any Mortgage Loan or
the administration of any REO Property.
"Servicing Officer" shall mean any officer or employee of the
Master Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by such party to the
Trustee, the Certificate Administrator and the Depositor on the Closing Date, as
such list may be amended from time to time by the Master Servicer or the Special
Servicer, as applicable.
"Servicing Return Date" shall mean, with respect to any Corrected
Mortgage Loan, the date that servicing thereof is returned by the Special
Servicer to the Master Servicer pursuant to Section 3.21(a).
"Servicing Standard" shall mean, with respect to each of the
Master Servicer and the Special Servicer, to service and administer the Mortgage
Loans and REO Properties for which such Person is responsible hereunder: (a)
with the same care, skill and diligence as is normal and usual in its general
mortgage servicing and REO property management activities on behalf of third
parties or on behalf of itself, whichever is higher, with respect to mortgage
loans and REO properties that are comparable to those for which it is
responsible hereunder; (b) with a view to the timely collection of all scheduled
payments of principal and interest due under the Mortgage Loans or, if a
Mortgage Loan comes into and continues in default and if, in the good faith and
reasonable judgment of the Special Servicer, no satisfactory arrangements can be
made for the collection of the delinquent payments, the maximization of the
recovery on such Mortgage Loan to the Certificateholders (as a collective whole)
on a present value basis (the relevant discounting of anticipated collections
that will be distributable to Certificateholders to be performed at the related
Net Mortgage Rate); and (c) without regard to: (i) any relationship that the
Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof may have with the related Borrower, (ii) the ownership of any
Certificate by the Master Servicer or the Special Servicer, as the case may be,
or by Affiliate thereof, (iii) the Master Servicer's obligation to make
Advances, (iv) the Special Servicer's obligation to make (or to direct the
Master Servicer to make) Servicing Advances, and (v) the right of the Master
Servicer or the Special Servicer, as the case may be,
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or any Affiliate thereof to receive reimbursement of costs, or the sufficiency
of any compensation payable to it, hereunder or with respect to any particular
transaction.
"Servicing Transfer Event" shall mean, with respect to any
Mortgage Loan, the occurrence of any of the events described in clauses (a)
through (i) of the definition of "Specially Serviced Mortgage Loan".
"Sole Certificateholder" shall mean any holder of 100% of the
Certificates.
"Specially Serviced Mortgage Loan" shall mean any Mortgage Loan as
to which any of the following events has occurred:
(a) the related Borrower has failed to make when due any
Monthly Payment (including a Balloon Payment) or any other payment
required under the related Mortgage Note or the related Mortgage(s),
which failure continues, or the Master Servicer determines, in its
reasonable, good faith judgment, will continue, unremedied for 60 days;
or
(b) the Master Servicer has determined, in its reasonable, good
faith judgment, that a default in making a Monthly Payment (including a
Balloon Payment) or any other material payment required under the related
Mortgage Note or the related Mortgage(s) is likely to occur within 30
days and either (i) the related Borrower has requested a material
modification of the related Mortgage Loan (other than a waiver of a
"due-on-sale" clause permitted under Section 3.08) or (ii) such default
is likely to remain unremedied for at least 60 days; or
(c) the Master Servicer has determined, in its reasonable, good
faith judgment, that a default, other than as described in clause (a)
above, has occurred that may materially impair the value of the related
Mortgaged Property as security for the Mortgage Loan, which default has
continued unremedied for the applicable cure period under the terms of
the Mortgage Loan (or, if no cure period is specified, for 60 days); or
(d) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary action
against the related Borrower under any present or future federal or state
bankruptcy, insolvency or similar law or the appointment of a
conservator, receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceeding, or for
the winding-up or liquidation of its affairs, shall have been entered
against the related Borrower, and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(e) the related Borrower shall have consented to the
appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceeding of or relating to such Borrower or of or relating to all or
substantially all of its property; or
(f) the related Borrower shall have admitted in writing its
inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute,
made an assignment for the benefit of its creditors, or voluntarily
suspended payment of its obligations; or
(g) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to the
related Mortgaged Property or Properties;
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provided, however, that a Mortgage Loan shall cease to be a Specially Serviced
Mortgage Loan, when a Liquidation Event has occurred in respect of such Mortgage
Loan, when the related Mortgaged Property has become an REO Property or, so long
as at such time no circumstance identified in clauses (a) through (g) above
exists that would cause the Mortgage Loan to continue to be characterized as a
Specially Serviced Mortgage Loan:
(w) with respect to the circumstances described in clauses (a)
above, if and when the related Borrower has made three consecutive full
and timely Monthly Payments under the terms of such Mortgage Loan (as
such terms may be changed or modified in connection with a bankruptcy or
similar proceeding involving the related Borrower or by reason of a
modification, waiver or amendment granted or agreed to by the Master
Servicer or the Special Servicer pursuant to Section 3.20);
(x) with respect to the circumstances described in clauses (b),
(d), (e) and (f) above, if and when such circumstances cease to exist in
the reasonable, good faith judgment of the Special Servicer;
(y) with respect to the circumstances described in clause (c)
above, if and when such default is cured in the reasonable, good faith
judgment of the Special Servicer; and
(z) with respect to the circumstances described in clause (g)
above, if and when such proceedings are terminated.
"Special Servicer" shall mean GMACCM, in its capacity as special
servicer hereunder, or any successor Special Servicer appointed as herein
provided.
"Special Servicer's Standby Fee" shall mean, with respect to each
Mortgage Loan and each REO Mortgage Loan, the fee designated as such and payable
to the Special Servicer pursuant to the first paragraph of Section 3.11(c).
"Special Servicer's Standby Fee Rate" shall mean, with respect to
each Mortgage Loan and each REO Mortgage Loan, 0.005% per annum.
"Special Servicing Fee" shall mean, with respect to each Specially
Serviced Mortgage Loan and each REO Mortgage Loan, the fee designated as such
and payable to the Special Servicer pursuant to the first paragraph of Section
3.11(c).
"Special Servicing Fee Rate" shall mean, with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan, 0.25% per annum.
"SSB" shall mean Salomon Smith Barney Inc. or its successors in
interest.
"Standard Available Distribution Amount" shall mean, with respect
to any Distribution Date, an amount equal to (a) the sum of (i) all amounts on
deposit in the Distribution Account as of 11:00 a.m., New York City time, on
such Distribution Date, (ii) to the extent not included in the amount described
in clause (a)(i) of this definition, any P&I Advances and/or Compensating
Interest Payments that were made in respect of such Distribution Date, (iii) to
the extent not included in the amount described in clause (a)(i) of this
definition, the aggregate amount transferred (pursuant to Section 3.05(d)) from
the Gain on Sale Reserve Fund to the Distribution Account in respect of such
Distribution Date, and (iv) to the extent not included in the amount described
in clause (a)(i) of this definition, if such
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Distribution Date occurs during the month of March of 2001 or any year
thereafter , the aggregate of the Interest Reserve Amounts with respect to the
Interest Reserve Loans transferred from the Interest Reserve Account to the
Distribution Account during such month of March for distribution on such
Distribution Date, net of (b) any portion of the amounts described in clause (a)
of this definition that represents one or more of the following: (i) collected
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any payments of principal (including Principal
Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds received after the end of the related Collection Period,
(iii) any Prepayment Premiums, Yield Maintenance Charges and/or Post-ARD
Additional Interest; (iv) any amounts payable or reimbursable to any Person from
the Distribution Account pursuant to clauses (ii) through (v) of Section
3.05(b), (v) if such Distribution Date occurs during the month of February of
2001 or any year thereafter or during the month of January of 2001 or any year
thereafter that is not a leap year, the aggregate of the Interest Reserve
Amounts with respect to the Interest Reserve Loans to be withdrawn (pursuant to
Section 3.04(c) and Section 3.05(b)(vi)) from the Distribution Account and
deposited into the Interest Reserve Account during such month of February or
such month of January, as the case may be, and held for future distribution, and
(vi) any amounts deposited in the Distribution Account in error; provided that
the Standard Available Distribution Amount for the Final Distribution Date shall
be calculated without regard to clauses (b)(i), (b)(ii) and (b)(v) of this
definition.
"Startup Day" shall mean, with respect to each REMIC Pool, the day
designated as such in Section 2.09(a) (in the case of REMIC I), Section 2.11(a)
(in the case of REMIC II), Section 2.13(a) (in the case of REMIC III) or in the
related Loan REMIC Declaration (in the case of any Loan REMIC), as applicable.
"Stated Maturity Date" shall mean, with respect to any Mortgage
Loan, the Due Date specified in the related Mortgage Note (as in effect on the
Closing Date or, in the case of a Replacement Mortgage Loan, on the related date
of substitution) on which the last payment of principal is due and payable under
the terms of such Mortgage Note, without regard to any change in or modification
of such terms in connection with a bankruptcy or similar proceeding involving
the related Borrower or a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the Special Servicer pursuant to Section 3.20 and,
in the case of an ARD Loan, without regard to its Anticipated Repayment Date.
"Stated Principal Balance" shall mean, with respect to any
Mortgage Loan (and any successor REO Mortgage Loan), a principal balance which
(a) initially shall equal the unpaid principal balance of such Mortgage Loan as
of the Cut-off Date or, in the case of any Replacement Mortgage Loan, as of the
related date of substitution, in any event after application of all payments of
principal due thereon on or before such date, whether or not received, and (b)
shall be permanently reduced on each subsequent Distribution Date (to not less
than zero) by (i) that portion, if any, of the Total Principal Distribution
Amount for such Distribution Date attributable to such Mortgage Loan (or
successor REO Mortgage Loan), and (ii) the principal portion of any Realized
Loss incurred in respect of such Mortgage Loan (or successor REO Mortgage Loan)
during the related Collection Period; provided that, if a Liquidation Event
occurs in respect of any Mortgage Loan or REO Property, then the "Stated
Principal Balance" of such Mortgage Loan or of the related REO Mortgage Loan, as
the case may be, shall be zero commencing as of the Distribution Date in the
Collection Period next following the Collection Period in which such Liquidation
Event occurred.
"Subordinate Certificate" shall mean any of the Certificates
designated as such in Section 2.08(d).
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"Subordinate Principal Balance Certificate" shall mean any of the
Certificates designated as such in Section 2.08(f).
"Sub-Servicer" shall mean any Person with which the Master
Servicer or the Special Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement" shall mean the written contract between
the Master Servicer or the Special Servicer, on the one hand, and any
Sub-Servicer, on the other hand, relating to servicing and administration of
Mortgage Loans as provided in Section 3.22.
"Substitution Shortfall Amount" shall mean, in connection with the
substitution of one or more Replacement Mortgage Loans for any Deleted Mortgage
Loan, the sum of (i) the amount, if any, by which the Purchase Price for such
Deleted Mortgage Loan (calculated as if it were to be repurchased, instead of
replaced, on the relevant date of substitution, but without regard to any
Liquidation Fee payable in connection with such repurchase), exceeds the initial
Stated Principal Balance or the initial aggregate Stated Principal Balance, as
the case may be, of such Replacement Mortgage Loan(s), plus (ii) the amount of
any Liquidation Fee payable in connection with such substitution.
"Tax Administrator" shall mean any tax administrator appointed
pursuant to Section 10.03 (or, in the absence of any such appointee acting in
such capacity, the Trustee).
"Tax Matters Person" shall mean, with respect to any REMIC Pool,
the Person designated as the "tax matters person" of such REMIC Pool in the
manner provided under Treasury regulation section 1.860F-4(d) and temporary
Treasury regulation section 301.6231(a)(7)-1T, which Person shall, pursuant to
Section 10.01(b), be the Plurality Class R Certificateholder.
"Tax Returns" shall mean the federal income tax return on IRS Form
1066, U.S. Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holder of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of each REMIC Pool due to its classification as a REMIC under the
REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the IRS under any applicable provisions of federal tax law or any other
governmental taxing authority under applicable state or local tax laws.
"Termination Price" shall have the meaning assigned thereto in
Section 9.01.
"Total Principal Distribution Amount" shall mean:
(a) with respect to any Distribution Date prior to the Final
Distribution Date, an amount equal to the aggregate (without duplication)
of the following--
(i) all payments of principal (including Principal Prepayments)
received on the Mortgage Loans during the related
Collection Period, in each case net of any portion of the
particular payment that represents a Late Collection of
principal for which a P&I Advance was previously made for a
prior Distribution Date or that represents the principal
portion of a Monthly Payment due on or before the Cut-off
Date or on a Due Date subsequent to the end of the related
Collection Period,
(ii) all scheduled payments of principal due in respect of the
Mortgage Loans for their respective Due Dates occurring
during the related Collection Period that were
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received (other than as part of a Principal Prepayment)
prior to the related Collection Period,
(iii) all Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds received on any of the Mortgage Loans
during the related Collection Period that were identified
and applied by the Master Servicer as recoveries of
principal of such Mortgage Loans in accordance with Section
1.03, in each case net of any portion of such proceeds that
represents a Late Collection of principal due on or before
the Cut-off Date or for which a P&I Advance was previously
made for a prior Distribution Date,
(iv) all Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and REO Revenues received in respect of any REO
Properties during the related Collection Period that were
identified and applied by the Master Servicer as recoveries
of principal of the related REO Mortgage Loans in
accordance with Section 1.03, in each case net of any
portion of such proceeds and/or revenues that represents a
Late Collection of principal due on or before the Cut-off
Date or for which a P&I Advance was previously made for a
prior Distribution Date,
(v) the respective principal portions of all P&I Advances made
in respect of the Mortgage Loans and any REO Mortgage Loans
with respect to such Distribution Date; and
(b) with respect to the Final Distribution Date, an amount
equal to the aggregate Stated Principal Balance of the entire Mortgage
Pool outstanding immediately prior to the Final Distribution Date.
"Transfer" shall mean any direct or indirect transfer, sale,
pledge, hypothecation, or other form of assignment of any Ownership Interest in
a Certificate.
"Transfer Affidavit and Agreement" shall have the meaning assigned
thereto in Section 5.02(d).
"Transferee" shall mean any Person who is acquiring by Transfer
any Ownership Interest in a Certificate.
"Transferor" shall mean any Person who is disposing by Transfer
any Ownership Interest in a Certificate.
"Trust" shall mean the trust created hereby.
"Trustee" shall mean Norwest, in its capacity as trustee
hereunder, or any successor trustee appointed as herein provided.
"Trustee's Fee" shall mean, with respect to any Mortgage Loan or
REO Mortgage Loan, the fee designated as such and payable to the Trustee
pursuant to Section 8.05(a).
"Trustee's Fee Rate" shall mean .0025% per annum.
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"Trust Fund" shall mean, collectively, all of the assets of all
the REMIC Pools and Grantor Trust Pools.
"UCC" shall mean the Uniform Commercial Code in effect in the
applicable jurisdiction.
"UCC Financing Statement" shall mean a financing statement
executed and filed pursuant to the Uniform Commercial Code, as in effect in any
relevant jurisdiction.
"Uncertificated Principal Balance" shall mean the principal
balance outstanding from time to time of any REMIC I Regular Interest
(calculated in accordance with Section 2.09(e) hereof) or any REMIC II Regular
Interest (calculated in accordance with Section 2.11(e) hereof).
"Underwriters" shall mean, collectively, SSB, Greenwich and Chase
Securities.
"Unfunded Principal Balance Reduction" shall mean any reduction
made in the Class Principal Balance of any Class of Principal Balance
Certificates pursuant to Section 4.04(a), the Uncertificated Principal Balance
of any REMIC II Regular Interest pursuant to Section 4.04(b) or the
Uncertificated Principal Balance of any REMIC I Regular Interest pursuant to
Section 4.04(c).
"United States Person" shall mean a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code.
"Unrestricted Servicer Reports" shall mean each of the files and
reports comprising the CMSA Investor Loan Reporting Package (excluding the
Restricted Servicer Reports).
"USAP" shall mean the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America.
"USPAP" shall mean the Uniform Standards of Professional Appraisal
Practices.
"Voting Rights" shall mean the voting rights evidenced by the
respective Certificates. At all times during the term of this Agreement, 98.0%
of the Voting Rights shall be allocated among all the Holders of the various
Classes of Principal Balance Certificates in proportion to the respective Class
Principal Balances of such Classes, 1.0% of the Voting Rights shall be allocated
to the Holders of the Class X Certificates, and 1.0% of the Voting Rights shall
be allocated to the Holders of the Class R Certificates. Voting Rights allocated
to a particular Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the respective Percentage Interests
evidenced by their respective Certificates.
"Workout Fee" shall mean, with respect to each Corrected Mortgage
Loan, the fee designated as such and payable to the Special Servicer pursuant to
the second paragraph of Section 3.11(c).
"Workout Fee Rate" shall mean, with respect to each Corrected
Mortgage Loan, 1.0%.
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"Yield Maintenance Certificates" shall mean the Class A, Class B,
Class C, Class D, Class E, Class F and Class G Certificates.
"Yield Maintenance Charge" shall mean, with respect to any
Mortgage Loan, any premium, penalty or fee paid or payable, as the context
requires, by a Borrower in connection with a Principal Prepayment on, or other
early collection of principal of, a Mortgage Loan, other than any Prepayment
Premium.
SECTION 1.02. General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings
assigned to them in this Agreement and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the
other gender;
(ii) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with United States generally
accepted accounting principles as in effect from time to time;
(iii) references herein to "Articles", "Sections", "Subsections",
"Paragraphs" and other subdivisions without reference to a document are
to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same
Section in which the reference appears, and this rule shall also apply to
Paragraphs and other subdivisions;
(v) the words "herein", "hereof", "hereunder", "hereto",
"hereby" and other words of similar import refer to this Agreement as a
whole and not to any particular provision; and
(vi) the terms "include" and "including" shall mean without
limitation by reason of enumeration.
SECTION 1.03. Certain Calculations in Respect of the Mortgage
Pool.
(a) All amounts collected in respect of any Cross-
Collateralized Group in the form of payments from Borrowers, Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds, shall be applied by the Master
Servicer among the Mortgage Loans constituting such Cross-Collateralized Group
in accordance with the express provisions of the related loan documents and, in
the absence of such express provisions, on a pro rata basis in accordance with
the respective amounts then "due and owing" as to each such Mortgage Loan. All
amounts collected in respect of or allocable to any particular individual
Mortgage Loan (whether or not such Mortgage Loan constitutes part of a
Cross-Collateralized Group) in the form of payments from Borrowers, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds shall be applied for
purposes of this Agreement (including for purposes of determining distributions
on the Certificates pursuant to Article IV and additional compensation payable
to the Master Servicer, the Special Servicer and any Sub-Servicers and also for
reporting purposes) as follows: first, as a recovery of any related and
unreimbursed Servicing Advances and, if applicable, unpaid Liquidation Expenses;
second, as a recovery of accrued and unpaid interest on
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such Mortgage Loan to, but not including, the date of receipt (or, in the case
of a full Monthly Payment from any Borrower, through the related Due Date),
exclusive, however, of any portion of such accrued and unpaid interest that
constitutes Default Interest or, in the case of an ARD Loan after its
Anticipated Repayment Date, that constitutes Post-ARD Additional Interest;
third, as a recovery of principal of such Mortgage Loan then due and owing,
including by reason of acceleration of the Mortgage Loan following a default
thereunder (or, if a Liquidation Event has occurred in respect of such Mortgage
Loan, as a recovery of principal to the extent of its entire remaining unpaid
principal balance); fourth, unless a Liquidation Event has occurred in respect
of such Mortgage Loan, as a recovery of amounts to be currently applied to the
payment of, or escrowed for the future payment of, real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items;
fifth, unless a Liquidation Event has occurred in respect of such Mortgage Loan,
as a recovery of Reserve Funds to the extent then required to be held in escrow;
sixth, as a recovery of any Prepayment Premium or Yield Maintenance Charge then
due and owing under such Mortgage Loan; seventh, as a recovery of any Default
Charges then due and owing under such Mortgage Loan; eighth, as a recovery of
any assumption fees and modification fees then due and owing under such Mortgage
Loan; ninth, as a recovery of any other amounts then due and owing under such
Mortgage Loan other than remaining unpaid principal and, in the case of an ARD
Loan after its Anticipated Repayment Date, other than Post-ARD Additional
Interest; tenth, as a recovery of any remaining principal of such Mortgage Loan
to the extent of its entire remaining unpaid principal balance; and, eleventh,
in the case of an ARD Loan after its Anticipated Repayment Date, as a recovery
of accrued and unpaid Post-ARD Additional Interest on such ARD Loan to but not
including the date of receipt. The Master Servicer shall, to the fullest extent
permitted by applicable law and the related Mortgage Loan documents, apply all
payments on and proceeds of each Mortgage Loan to amounts actually due and owing
from the related Borrower in a manner consistent with the foregoing and shall
maintain accurate records of how all such payments and proceeds are actually
applied and are applied for purposes of this Agreement.
(b) Collections in respect of each REO Property (exclusive of
amounts to be applied to the payment of the costs of operating, managing,
maintaining and disposing of such REO Property) shall be applied for purposes of
this Agreement (including for purposes of determining distributions on the
Certificates pursuant to Article IV and additional compensation payable to the
Master Servicer, the Special Servicer and any Sub-Servicers and also for
reporting purposes) as follows: first, as a recovery of any related and
unreimbursed Servicing Advances and, if applicable, unpaid Liquidation Expenses;
second, as a recovery of accrued and unpaid interest on the related REO Mortgage
Loan to, but not including, the Due Date in the Collection Period of receipt,
exclusive, however, of any portion of such accrued and unpaid interest that
constitutes Default Interest or, in the case of an REO Mortgage Loan that
relates to an ARD Loan after its Anticipated Repayment Date, that constitutes
Post-ARD Additional Interest; third, as a recovery of principal of the related
REO Mortgage Loan to the extent of its entire unpaid principal balance; fourth,
as a recovery of any Prepayment Premium or Yield Maintenance Charge deemed to be
due and owing in respect of the related REO Mortgage Loan; fifth, as a recovery
of any other amounts deemed to be due and owing in respect of the related REO
Mortgage Loan (other than, in the case of an REO Mortgage Loan that relates to
an ARD Loan after its Anticipated Repayment Date, accrued and unpaid Post-ARD
Additional Interest); and sixth, in the case of an REO Mortgage Loan that
relates to an ARD Loan after its Anticipated Repayment Date, any accrued and
unpaid Post-ARD Additional Interest.
(c) For the purposes of this Agreement, Post-ARD Additional
Interest on an ARD Loan or a successor REO Mortgage Loan shall be deemed not to
constitute principal or any portion thereof and shall not be added to the unpaid
principal balance or Stated Principal Balance of such ARD
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Loan or successor REO Mortgage Loan, notwithstanding that the terms of the
related loan documents so permit. To the extent any Post-ARD Additional Interest
is not paid on a current basis, it shall be deemed to be deferred interest.
(d) Insofar as amounts received in respect of any Mortgage Loan
or REO Property and allocable to fees and charges owing in respect of such
Mortgage Loan or the related REO Mortgage Loan, as the case may be, that
constitute Additional Master Servicing Compensation payable to the Master
Servicer and/or Additional Special Servicing Compensation payable to the Special
Servicer, are insufficient to cover the full amount of such fees and charges,
such amounts shall be allocated between such of those fees and charges as are
payable to the Master Servicer, on the one hand, and such of those fees and
charges as are payable to the Special Servicer, on the other, pro rata in
accordance with their respective entitlements.
(e) The foregoing applications of amounts received in respect
of any Mortgage Loan or REO Property shall be determined by the Master Servicer,
in its reasonable judgment, and reflected in the appropriate monthly report from
the Master Servicer and in the appropriate monthly Distribution Date Statement
as provided in Section 4.02.
SECTION 1.04. Cross-Collateralized Mortgage Loans.
Notwithstanding anything herein to the contrary, it is hereby
acknowledged that the groups of Mortgage Loans identified on the Mortgage Loan
Schedule as being cross-collateralized with each other are, in the case of each
such particular group of Mortgage Loans, by their terms, cross-defaulted and
cross-collateralized with each other. For purposes of reference only in this
Agreement, and without in any way limiting the servicing rights and powers of
the Master Servicer and/or the Special Servicer, with respect to any
Cross-Collateralized Mortgage Loan (or successor REO Mortgage Loan), the
Mortgaged Property (or REO Property) that relates or corresponds thereto shall
be the property identified in the Mortgage Loan Schedule as corresponding
thereto. The provisions of this Agreement, including each of the defined terms
set forth in Section 1.01, shall be interpreted in a manner consistent with this
Section 1.04; provided that, if there exists with respect to any
Cross-Collateralized Group only one original of any document referred to in the
definition of "Mortgage File" covering all the Mortgage Loans in such
Cross-Collateralized Group, then the inclusion of the original of such document
in the Mortgage File for any of the Mortgage Loans constituting such
Cross-Collateralized Group shall be deemed an inclusion of such original in the
Mortgage File for each such Mortgage Loan.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS,
REMIC II REGULAR INTERESTS,
REMIC III REGULAR INTERESTS AND CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
(a) It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement and, further, that such trust be
designated as "Salomon Brothers Mortgage Securities VII, Inc Mortgage Trust
2000-C1". Norwest is hereby appointed, and does hereby agree, to act as Trustee
hereunder and, in such capacity, to hold the Trust Fund in trust for the
exclusive use and
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benefit of all present and future Certificateholders. It is not intended that
this Agreement create a partnership or a joint-stock association.
(b) The Depositor, concurrently with the execution and delivery
hereof, does hereby sell, assign, transfer and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders, all the right, title
and interest of the Depositor in, to and under (i) the Original Mortgage Loans,
all payments under and proceeds of such Mortgage Loans received after the
Closing Date (other than scheduled payments of interest and principal due on or
before the Cut-off Date), and all documents included in the related Mortgage
Files and any related Additional Collateral; (ii) any REO Property acquired in
respect of any such Mortgage Loan; (iii) such funds or assets as from time to
time are deposited in the Collection Account, the Distribution Account, the
Interest Reserve Account, the Gain on Sale Reserve Fund and, if established, the
REO Account; (iv) each Mortgage Loan Purchase Agreement; (v) the Loan REMIC
Interests and the Loan REMIC Declarations; and (vi) all other assets included or
to be included in the Trust Fund. This conveyance is subject to the right of the
Master Servicer to master service all the Mortgage Loans and the right of the
Master Servicer and the Designated Sub-Servicers to primary service (or perform
select servicing duties with respect to) certain of the Original Mortgage Loans
(and, in the case of the Original Mortgage Loans listed on Exhibit B-1C, subject
to the related Loan REMIC Declarations).
Under generally accepted accounting principles and for federal
income tax purposes, the Depositor shall report: (i) its acquisition of the
Original SBRC Mortgage Loans from SBRC, pursuant to the SBRC Mortgage Loan
Purchase Agreement, as a purchase of such Mortgage Loans from SBRC; (ii) its
acquisition of the Original GCFP Mortgage Loans from GCFP, pursuant to the GCFP
Mortgage Loan Purchase Agreement, as a purchase of such Mortgages Loans from
GCFP; and (iii) its transfer of the Original Mortgage Loans to the Trustee,
pursuant to Section 2.01(b), as a sale of such Mortgage Loans to the Trustee. In
connection with the foregoing, the Depositor shall cause all of its records to
reflect such acquisitions as purchases and such transfer as a sale (in each
case, as opposed to a secured loan).
After the Depositor's transfer of the Original Mortgage Loans to
the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any
action inconsistent with the Trust's ownership of the Mortgage Loans.
(c) The conveyance of the Original Mortgage Loans (and, in the
case of the Original Mortgage Loans listed on Exhibit B-1C, the related Loan
REMIC Interests) and the related rights and property accomplished hereby is
absolute and is intended by the parties hereto to constitute an absolute
transfer of such Mortgage Loans, such Loan REMIC Interests and such other
related rights and property by the Depositor to the Trustee for the benefit of
the Certificateholders. Furthermore, it is not intended that such conveyance be
a pledge of security for a loan. If such conveyance is determined to be a pledge
of security for a loan, however, the Depositor intends that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) this Agreement shall constitute a security agreement under applicable
law, (ii) the Depositor shall be deemed to have granted to the Trustee (in such
capacity) a first priority security interest in all of the Depositor's right,
title and interest in and to the assets constituting the Trust Fund, including
the Mortgage Loans and the Loan REMIC Interests subject hereto from time to
time, all principal and interest received on or with respect to such Mortgage
Loans and the Loan REMIC Interests after the Closing Date (other than scheduled
payments of interest and principal due and payable on such Mortgage Loans and
the Loan REMIC Interests on or prior to the Cut-off Date or, in the case of a
Replacement Mortgage Loan, on or prior to the related date of substitution), all
amounts held from time
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to time in the Collection Account, the Distribution Account, the Interest
Reserve Account, the Gain on Sale Reserve Fund and, if established, the REO
Account and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest under each Mortgage Loan Purchase
Agreement, (iii) the possession by the Trustee or its agent of the Mortgage
Notes with respect to the Mortgage Loans and the Loan REMIC Interests subject
hereto from time to time and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
"possession by the secured party" or possession by a purchaser or person
designated by such secured party for the purpose of perfecting such security
interest under applicable law, and (iv) notifications to, and acknowledgments,
receipts or confirmations from, Persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Trustee for
the purpose of perfecting such security interest under applicable law. The
Depositor shall file or cause to be filed, as a precautionary filing, a Form
UCC-1 substantially in the form attached as Exhibit J hereto in all appropriate
locations in the State of New York promptly following the initial issuance of
the Certificates, and the Trustee shall prepare, execute and file at each such
office, continuation statements with respect thereto, in each case within six
months prior to the fifth anniversary of the immediately preceding filing. The
Depositor shall cooperate in a reasonable manner with the Trustee in preparing
and filing such continuation statements. This Section 2.01(c) shall constitute
notice to the Trustee pursuant to any requirements of the UCC in effect in New
York.
(d) In connection with the Depositor's assignment pursuant to
Section 2.01(b) above, the Depositor hereby represents and warrants that it has
contractually obligated the Mortgage Loan Sellers, pursuant to their respective
Mortgage Loan Purchase Agreements, to deliver to and deposit with, or cause to
be delivered to and deposited with, the Trustee or a Custodian appointed
thereby, on or before the Closing Date, the Mortgage File and any Additional
Collateral (other than Reserve Funds) for each Original Mortgage Loan so
assigned. The Depositor shall deliver to the Trustee or a Custodian appointed
thereby and the Master Servicer on or before the Closing Date a fully executed
counterpart of each Mortgage Loan Purchase Agreement.
(e) As soon as reasonably possible, and in any event within 30
days after the later of (i) the Closing Date (or, in the case of a Replacement
Mortgage Loan substituted as contemplated by Section 2.03, after the related
date of substitution) and (ii) the date on which all recording information
necessary to complete the subject document is received by the Trustee or any
Custodian appointed thereby, the Trustee or a Custodian on its behalf, at the
expense of the Depositor, shall complete (to the extent necessary) and cause to
be submitted for recording or filing, as the case may be, in the appropriate
office for real property records or UCC Financing Statements, as applicable,
each assignment of Mortgage and assignment of Assignment of Leases in favor of
the Trustee referred to in clauses (iv) and (v) of the definition of "Mortgage
File" that has been received by the Trustee or a Custodian on its behalf and
each UCC-2 and UCC-3 in favor of the Trustee referred to in clause (viii) of the
definition of "Mortgage File" that has been received by the Trustee or a
Custodian on its behalf. Each such assignment shall reflect that it should be
returned by the public recording office to the Trustee or the applicable
Custodian on its behalf following recording, and each such UCC-2 and UCC-3 shall
reflect that the filed copy thereof should be returned to the Trustee or the
applicable Custodian on its behalf following filing; provided that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases the Trustee or a Custodian on its
behalf shall obtain or cause to be obtained therefrom a certified copy of the
recorded original. The Trustee or a Custodian on its behalf shall promptly
forward copies of such recorded or final documents to the Master Servicer. If
any such document or instrument is lost or returned unrecorded or unfiled, as
the case may be, because of a defect therein, the Trustee or a Custodian on its
behalf shall direct the related Mortgage
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Loan Seller to prepare or cause to be prepared promptly, pursuant to the related
Mortgage Loan Purchase Agreement, a substitute therefor or cure such defect, as
the case may be, and thereafter the Trustee or a Custodian on its behalf shall,
upon receipt thereof, cause the same to be duly recorded or filed, as
appropriate. If the Mortgage Loan Seller has been so notified and has not
prepared a substitute document or cured such defect, as the case may be, within
60 days, the Trustee or a Custodian on its behalf shall promptly notify the
Master Servicer, the Special Servicer, the Rating Agencies and the Controlling
Class Representative.
(f) In connection with the Depositor's assignment pursuant to
Section 2.01(b) above, the Depositor hereby represents and warrants that it has
contractually obligated the Mortgage Loan Sellers, pursuant to their respective
Mortgage Loan Purchase Agreements, to deliver to and deposit with, or cause to
be delivered to and deposited with, the Master Servicer, on or before the
Closing Date, the following items: (i) copies of the Mortgage Files for the
respective Original Mortgage Loans; (ii) originals or copies of all financial
statements, appraisals, environmental/engineering reports, leases, rent rolls
and tenant estoppels in the possession or under the control of the particular
Mortgage Loan Seller that relate to the Original Mortgage Loans and, to the
extent they are not required to be a part of a Mortgage File in accordance with
the definition thereof, originals or copies of all documents, certificates and
opinions in the possession or under the control of the particular Mortgage Loan
Seller that were delivered by or on behalf of the related Borrowers in
connection with the origination of the Original Mortgage Loans; and (iii) all
unapplied Reserve Funds and escrow payments in the possession or under the
control of the particular Mortgage Loan Seller that relate to the Original
Mortgage Loans. The Master Servicer shall hold all such documents, records and
funds on behalf of the Trustee in trust for the benefit of the
Certificateholders. The Depositor hereby represents and warrants that the
Mortgage Loan Sellers, pursuant to their respective Mortgage Loan Purchase
Agreements, are contractually obligated to provide the Trustee and the Special
Servicer with a power of attorney to enable the Trustee or the Special Servicer
to record any loan documents that the Trustee and the Special Servicer has been
unable to record. The Master Servicer shall not be liable to the Trust or any
parties hereto for the failure of the Mortgage Loan Seller to deliver any of the
above-referenced documents.
(g) Also in connection with the Depositor's assignment pursuant
to Section 2.01(b) above, the Depositor shall deliver to and deposit with, or
cause to be delivered to and deposited with, the Master Servicer, on or before
the Closing Date, the original or a copy of any Group Environmental Insurance
Policy.
(h) The Depositor shall be responsible for paying the on-going
surveillance fees of the Rating Agencies, which payment may be in the form of a
one-time up-front fee.
SECTION 2.02. Acceptance of Mortgage Assets by Trustee.
(a) Subject to the other provisions in this Section 2.02, the
Trustee, by its execution and delivery of this Agreement, hereby accepts receipt
on behalf of the Trust, directly or through a Custodian on its behalf, of (i)
the Original Mortgage Loans and all documents delivered to it that constitute
portions of the related Mortgage Files, (ii) the Loan REMIC Interests and the
Loan REMIC Declarations, and (iii) all other assets delivered to it and included
in the Trust Fund, in good faith and without notice of any adverse claim, and
declares that it or a Custodian on its behalf holds and will hold such documents
and any other documents received by it that constitute portions of the Mortgage
Files, and that it holds and will hold the Original Mortgage Loans, the Loan
REMIC Interests and such other assets, together with any other Mortgage Loans
and assets subsequently delivered to it that are to be included in the Trust
Fund, in trust for the exclusive use and benefit of all present and future
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Certificateholders. The Trustee or such Custodian shall hold any Letter of
Credit in a custodial capacity only and shall have no obligation to maintain,
extend the term of, enforce or otherwise pursue any rights under such Letter of
Credit. In connection with the foregoing, the Trustee hereby certifies to each
of the other parties hereto, the Mortgage Loan Sellers, the Controlling Class
Representative and the Underwriters that, as to each Original Mortgage Loan,
except as specifically identified in the Schedule of Exceptions to Mortgage File
Delivery attached hereto as Exhibit B-2, (i) the original Mortgage Note
specified in clause (i) of the definition of "Mortgage File" and all allonges
thereto, if any (or, a copy of such Mortgage Note, together with a "lost note
affidavit" certifying that the original of such Mortgage Note has been lost), if
any, are in its possession or the possession of a Custodian on its behalf, and
(ii) if such Original Mortgage Loan is identified on Exhibit B-1, the original
or a copy of the Loan REMIC Declaration specified in clause (xiii) of the
definition of "Mortgage File" is in its possession or the possession of a
Custodian on its behalf, (iii) such Mortgage Note (or copy thereof) and, if
applicable, such Loan REMIC Declaration have been reviewed by it or by such
Custodian on its behalf and each (A) appears regular on its face (in the case of
such Mortgage Note, handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Borrower), (B) appears to have
been executed and (C) purports to relate to such Mortgage Loan.
(b) On or about the 45th day following the Closing Date (and,
if any exceptions are noted or if the recordation/filing contemplated by Section
2.01(e) has not been completed (based solely on receipt by the Trustee or a
Custodian on its behalf of the particular documents showing evidence of the
recordation/filing), every 90 days thereafter until the earliest of (i) the date
on which such exceptions are eliminated and such recordation/filing has been
completed and (ii) the date on which all the affected Mortgage Loans are removed
from the Trust Fund), the Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each Original
Mortgage Loan, and the Trustee or a Custodian on its behalf shall, subject to
Sections 1.04, 2.02(c) and 2.02(d), certify in writing (substantially in the
form of Exhibit B-3) to each of the other parties hereto, the Mortgage Loan
Sellers, the Controlling Class Representative, the Underwriters and, upon
request, any Non-Registered Certificateholder that, as to each Original Mortgage
Loan then subject to this Agreement (except as specifically identified in any
exception report annexed to such certification): (i) the original Mortgage Note
specified in clause (i) of the definition of "Mortgage File" and all allonges
thereto, if any (or a copy of such Mortgage Note, together with a "lost note
affidavit" certifying that the original of such Mortgage Note has been lost), if
any, the original or copy of each document specified in clauses (ii) through (v)
of the definition of "Mortgage File", and the original or copy of the policy of
title insurance specified in clause (vii) of the definition of "Mortgage File"
and each document specified in clause (viii) of the definition of "Mortgage
File" (without regard to the parenthetical) and, in the case of each Original
Mortgage Loan identified on Exhibit B-1C, the original or a copy of the Loan
REMIC Declaration specified in clause (xiii) of the definition of "Mortgage
File", is in its possession or the possession of a Custodian on its behalf; (ii)
if such report is more than 180 days after the Closing Date, the
recordation/filing contemplated by Section 2.01(e) has been completed (based
solely on receipt by the Trustee or a Custodian on its behalf of the particular
recorded/filed documents); (iii) all documents received by it or any Custodian
with respect to such Mortgage Loan have been reviewed by it or by such Custodian
on its behalf and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the
Borrower), (B) appear to have been executed and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
above and this Section 2.02(b) and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (ii) (other than the zip code) and (vi)(B) of the
definition of "Mortgage Loan Schedule" accurately reflects the information set
forth in the Mortgage File. If SBRC or GCFP substitutes a Replacement Mortgage
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Loan for any Deleted Mortgage Loan as contemplated by Section 2.03, the Trustee
or a Custodian on its behalf shall review the documents delivered to it or such
Custodian with respect to such Replacement Mortgage Loan, and the Trustee or a
Custodian on its behalf shall deliver a comparable certification in respect of
such Replacement Mortgage Loan, on or about the 30th day following the related
date of substitution (and, if any exceptions are noted, every 90 days thereafter
for so long as any exceptions remain or until such Replacement Mortgage Loan is
removed from the Trust Fund).
(c) None of the Trustee, the Master Servicer, the Special
Servicer or any Custodian is under any duty or obligation to inspect, review or
examine any of the documents, instruments, certificates or other papers relating
to the Mortgage Loans delivered to it to determine that the same are valid,
legal, effective, genuine, binding, enforceable, sufficient or appropriate for
the represented purpose or that they are other than what they purport to be on
their face. Furthermore, none of the Trustee, the Master Servicer, the Special
Servicer or any Custodian shall have any responsibility for determining whether
the text of any assignment or endorsement is in proper or recordable form,
whether the requisite recording of any document is in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction.
(d) In performing the reviews contemplated by subsections (a)
and (b) above, the Trustee or a Custodian on its behalf may conclusively rely on
the related Mortgage Loan Seller as to the purported genuineness of any such
document and any signature thereon. It is understood that the scope of the
Trustee's and any Custodian's review of the Mortgage Files is limited solely to
confirming that the documents specified in clauses (i) through (v), (vii),
(viii) and (xiii) of the definition of "Mortgage File" have been received and
such additional information as will be necessary for delivering the
certifications required by subsections (a) and (b) above.
SECTION 2.03. Certain Repurchases and Substitutions of Mortgage
Loans by the Originators.
(a) If any party hereto discovers, or receives notice from a
non-party, that any document constituting a part of a Mortgage File has not been
properly executed, is missing, contains information that does not conform in any
material respect with the corresponding information set forth in the Mortgage
Loan Schedule (and the terms of such document have not been modified by written
instrument contained in the Mortgage File), or does not appear to be regular on
its face (each, a "Document Defect"), or that there exists a breach of any
representation or warranty made by the related Mortgage Loan Seller pursuant to
Section 4(b) of the related Mortgage Loan Purchase Agreement (each, a "Breach"),
then such party shall give prompt written notice thereof to the other parties
hereto, including (unless it is the party that discovered the Document Defect or
Breach) the Trustee. Upon the Trustee's discovery or receipt of notice of any
such Document Defect or Breach, the Trustee shall notify the Master Servicer,
the Custodian, the Controlling Class Representative, the Underwriters and the
related Mortgage Loan Seller. If such Document Defect and/or Breach materially
and adversely affects the value of any Mortgage Loan or the interests of the
Certificateholders therein, then such Document Defect shall constitute a
"Material Document Defect" or such Breach shall constitute a "Material Breach",
as the case may be. Without limiting any of the foregoing, the absence of an
original Mortgage Note, an original or a copy of a Mortgage (with or without
evidence of recording thereon) or an original or a copy of a lender's title
insurance policy from a Mortgage File or any material nonconformity to the
Mortgage Loan Schedule of any such document or any material irregularity on the
face thereof (without the presence of any factor, such as the presence of a lost
note affidavit with an indemnity in the case of a missing Mortgage Note or the
presence of a pro forma title policy or a commitment for title insurance
"marked-up" at the closing of the subject Mortgage Loan in the case of a missing
lender's title insurance
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policy, that in the Trustee's reasonable discretion reasonably mitigates such
absence, non-conformity or irregularity) shall be a Material Document Defect.
(b) Promptly upon its becoming aware of any Material Document
Defect or Material Breach with respect to any Mortgage Loan, the Trustee shall
direct the related Mortgage Loan Seller that such Mortgage Loan Seller must, not
later than 90 days from the receipt by such Mortgage Loan Seller of such notice,
cure such Material Document Defect or Material Breach, as the case may be, in
all material respects or repurchase the affected Mortgage Loan (as, if and to
the extent required by the related Mortgage Loan Purchase Agreement) at the
applicable Purchase Price; provided that if (i) any such Material Breach does
not relate to whether the affected Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code, (ii) such Material Breach
is capable of being cured but not within such 90-day period, (iii) the related
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of
such Material Breach within such 90-day period, (iv) the related Mortgage Loan
Seller shall have delivered to the Trustee a certification executed on behalf of
such Mortgage Loan Seller by an officer thereof (A) setting forth the reason
that such Material Breach is not capable of being cured within an initial 90-day
period, (B) specifying what actions such Mortgage Loan Seller is pursuing in
connection with the cure thereof and (C) stating that such Mortgage Loan Seller
anticipates that such Material Breach will be cured within an additional period
not to exceed 90 more days (a copy of which certification shall be delivered by
the Trustee to the Master Servicer, the Special Servicer and the Controlling
Class Representative), and (v) the affected Mortgage Loan is not a Specially
Serviced Mortgage Loan, then such Mortgage Loan Seller shall have an additional
90 days to complete such cure (or, if it fails to complete such cure, to
repurchase the affected Mortgage Loan); and provided, further, that, in lieu of
effecting any such repurchase (but, in any event, no later than such repurchase
would have to have been completed), the related Mortgage Loan Seller shall be
permitted, during the three-month period following the Startup Day for REMIC I
or, in the case of an Original Mortgage Loan listed on Exhibit B-1C, for the
related Loan REMIC (or during the two-year period following such Startup Day if
the affected Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury regulation section
1.860G-2(f)), to replace the affected Mortgage Loan with one or more Qualifying
Substitute Mortgage Loans and to pay a cash amount equal to the applicable
Substitution Shortfall Amount, subject to any other applicable terms and
conditions of the related Mortgage Loan Purchase Agreement and this Agreement.
If any substitution for a Deleted Mortgage Loan is not completed in all respects
by the end of the three-month (or, if applicable, the two-year) period
contemplated by the preceding sentence, the related Mortgage Loan Seller that
desired to effect such substitution shall be barred from doing so (and,
accordingly, will be limited to the cure/repurchase remedies contemplated
hereby), and no party hereto shall be liable thereto for any loss, liability or
expense resulting from the expiration of such period. If any Mortgage Loan is to
be repurchased or replaced as contemplated by this Section 2.03, Trustee shall
designate the Collection Account as the account to which funds in the amount of
the applicable Purchase Price or Substitution Shortfall Amount (as the case may
be) are to be wired, and the Master Servicer shall promptly notify the Trustee
when such deposit is made. Any such repurchase or replacement of a Mortgage Loan
shall be on a whole loan, servicing released basis (subject to any rights of a
Designated Sub-Servicer to continue to sub-service the Deleted Mortgage Loan as
set forth in any applicable Designated Sub-Servicer Agreement and subject to any
rights that the Master Servicer may have in and to the servicing of the Deleted
Mortgage Loan as set forth in any applicable master servicing rights purchase
agreement or applicable agreement).
For purposes of the application of remedies (but not for
determining whether there is a breach) contemplated by this Section 2.03 and the
Mortgage Loan Purchase Agreements, any group of
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two or more Mortgage Loans that are cross-collateralized with each other shall
be treated as a single Mortgage Loan.
In connection with any repurchase of any of the Mortgage Loans
listed on Exhibit B-1C pursuant to or as contemplated by this Section 2.03(b),
the Tax Administrator shall effect a "qualified liquidation" of the related Loan
REMIC in accordance with the REMIC Provisions. Any Replacement Mortgage Loan
substituted for any such Mortgage Loan pursuant to or as contemplated by this
Section 2.03(b) shall be an asset of the related Loan REMIC.
Whenever one or more mortgage loans are substituted for a Deleted
Mortgage Loan by a Mortgage Loan Seller as contemplated by this Section 2.03,
the Trustee shall direct such Mortgage Loan Seller to deliver the related
Mortgage File to the Trustee, to certify that such substitute mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case may be, all of
the requirements of the definition of "Qualifying Substitute Mortgage Loan" and
to send such certification to the Trustee. No mortgage loan may be substituted
for a Deleted Mortgage Loan as contemplated by this Section 2.03 if the Mortgage
Loan to be replaced was itself a Replacement Mortgage Loan, in which case,
absent a cure of the relevant Material Breach or Material Document Defect, the
affected Mortgage Loan will be required to be repurchased as contemplated
hereby. Monthly Payments due with respect to each Replacement Mortgage Loan (if
any) after the related date of substitution, and Monthly Payments due with
respect to each Deleted Mortgage Loan (if any) after the Cut-off Date and on or
prior to the related date of substitution, shall be part of the Trust Fund.
Monthly Payments due with respect to each Replacement Mortgage Loan (if any) on
or prior to the related date of substitution, and Monthly Payments due with
respect to each Deleted Mortgage Loan (if any) after the related date of
substitution, shall not be part of the Trust Fund and are to be remitted by the
Master Servicer to the Mortgage Loan Seller effecting the related substitution
promptly following receipt.
If any Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 2.03, the Trustee shall direct the related Mortgage
Loan Seller to amend the Mortgage Loan Schedule to reflect the removal of any
Deleted Mortgage Loan and, if applicable, the substitution of the related
Replacement Mortgage Loan(s); and, upon its receipt of such amended Mortgage
Loan Schedule, the Master Servicer shall deliver or cause the delivery of such
amended Mortgage Loan Schedule to the other parties hereto and to the
Controlling Class Representative. Upon any substitution of one or more
Replacement Mortgage Loans for a Deleted Mortgage Loan, such Replacement
Mortgage Loan(s) shall become part of the Trust Fund and be subject to the terms
of this Agreement in all respects.
(c) Upon receipt of an Officer's Certificate from the Master
Servicer to the effect that the full amount of the Purchase Price or
Substitution Shortfall Amount (as the case may be) for any Mortgage Loan
repurchased or replaced by a Mortgage Loan Seller as contemplated by this
Section 2.03 has been deposited in the Collection Account, and further, if
applicable, upon receipt of the Mortgage File for each Replacement Mortgage Loan
(if any) to be substituted for a Deleted Mortgage Loan, together with the
certification referred to in the penultimate paragraph of Section 2.03(b) from
the Mortgage Loan Seller effecting the substitution, if any, the Trustee shall
(i) release or cause the release of the Mortgage File and any Additional
Collateral held by or on behalf of the Trustee for the Deleted Mortgage Loan to
the Mortgage Loan Seller effecting the repurchase/substitution or its designee
and (ii) execute and deliver such instruments of release, transfer and/or
assignment, in each case without recourse, as shall be provided to it and are
reasonably necessary to vest in the Mortgage Loan Seller effecting the
repurchase/substitution or its designee the ownership of the Deleted Mortgage
Loan, and the Master Servicer shall notify the applicable Borrowers of the
transfers of the Deleted Mortgage Loan(s) and any Replacement Mortgage Loan(s).
In connection with any such repurchase or
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substitution by a Mortgage Loan Seller, each of the Master Servicer and the
Special Servicer shall deliver to such Mortgage Loan Seller or its designee any
portion of the related Servicing File, together with any Escrow Payments,
Reserve Funds and Additional Collateral, held by or on behalf of the Master
Servicer or the Special Servicer, as the case may be, with respect to the
Deleted Mortgage Loan, in each case at the expense of such Mortgage Loan Seller.
(d) The Mortgage Loan Purchase Agreements provide the sole
remedies available to the Certificateholders, or the Trustee on their behalf,
respecting any Breach or Document Defect. If either Mortgage Loan Seller
defaults on its obligations to repurchase or replace any Mortgage Loan as
contemplated by this Section 2.03, the Master Servicer shall promptly notify the
Trustee, and the Trustee shall promptly notify the Certificateholders.
Thereafter, the Trustee shall take such actions on behalf of the Trust with
respect to the enforcement of such repurchase/substitution obligations,
including the institution and prosecution of appropriate legal proceedings, as
the Trustee shall determine are in the best interests of the Certificateholders
(taken as a collective whole).
(e) Any and all reasonable out-of-pocket expenses incurred by
the Master Servicer, the Special Servicer and/or the Trustee, including
reasonable attorney fees and expenses, pursuant to this Section 2.03, shall be
reimbursable out of the Collection Account as provided in Section 3.05.
SECTION 2.04. Representations and Warranties of the Depositor.
(a) The Depositor hereby represents and warrants to each of the
other parties hereto and for the benefit of the Certificateholders, as of the
Closing Date, that:
(i) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(ii) The Depositor's execution and delivery of, performance
under, and compliance with this Agreement, will not violate the
Depositor's organizational documents or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other
material instrument to which it is a party or by which it is bound, which
default or breach, in the good faith and reasonable judgment of the
Depositor, is likely to affect materially and adversely either the
ability of the Depositor to perform its obligations under this Agreement
or the financial condition of the Depositor.
(iii) The Depositor has the full power and authority to own its
properties, to conduct its business as presently conducted by it and to
enter into and consummate all transactions involving the Depositor
contemplated by this Agreement, has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Depositor, enforceable against the
Depositor in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
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(v) The Depositor is not in violation of, and its execution and
delivery of, performance under and compliance with this Agreement will
not constitute a violation of, any law, any order or decree of any court
or arbiter, or any order, regulation or demand of any federal, state or
local governmental or regulatory authority, which violation, in the
Depositor's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Depositor to perform
its obligations under this Agreement or the financial condition of the
Depositor.
(vi) No consent, approval, authorization or order of any state
or federal court or governmental agency or body is required for the
consummation by the Depositor of the transactions contemplated herein,
except (A) for those consents, approvals, authorizations or orders that
previously have been obtained, (B) such as may be required under the blue
sky laws of any jurisdiction in connection with the purchase and sale of
the Certificates by the Underwriters, and (C) any recordation of the
assignments of Mortgage Loan documents to the Trustee pursuant to Section
2.01(e), which has not yet been completed.
(vii) The Depositor's transfer of the Original Mortgage Loans to
the Trustee as contemplated herein requires no regulatory approval, other
than any such approvals as have been obtained, and is not subject to any
bulk transfer or similar law in effect in any applicable jurisdiction.
(viii) The Depositor is not transferring the Original Mortgage
Loans to the Trustee with any intent to hinder, delay or defraud its
present or future creditors.
(ix) The Depositor has been solvent at all relevant times prior
to, and will not be rendered insolvent by, its transfer of the Original
Mortgage Loans to the Trustee pursuant to Section 2.01(b).
(x) After giving effect to its transfer of the Original
Mortgage Loans to the Trustee pursuant to Section 2.01(b), the value of
the Depositor's assets, either taken at their present fair saleable value
or at fair valuation, will exceed the amount of the Depositor's debts and
obligations, including contingent and unliquidated debts and obligations
of the Depositor, and the Depositor will not be left with unreasonably
small assets or capital with which to engage in and conduct its business.
(xi) The Depositor does not intend to, and does not believe that
it will, incur debts or obligations beyond its ability to pay such debts
and obligations as they mature.
(xii) No proceedings looking toward merger, liquidation,
dissolution or bankruptcy of the Depositor are pending or contemplated.
(xiii) No litigation is pending or, to the best of the Depositor's
knowledge, threatened against the Depositor that, if determined adversely
to the Depositor, would prohibit the Depositor from entering into this
Agreement or that, in the Depositor's good faith and reasonable judgment,
is likely to materially and adversely affect either the ability of the
Depositor to perform its obligations under this Agreement or the
financial condition of the Depositor.
(xiv) Assuming the accuracy of the representations and warranties
of the Mortgage Loan Sellers set forth in their respective Mortgage Loan
Purchase Agreements, immediately
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prior to the transfer of the Original Mortgage Loans to the Trustee for
the benefit of the Certificateholders pursuant to this Agreement, the
Depositor had good and marketable title to, and was the sole owner and
holder of, each such Mortgage Loan, and the Depositor has full right and
authority to sell, assign and transfer the Original Mortgage Loans.
(xv) The Depositor is transferring the Original Mortgage Loans
to the Trustee for the benefit of the Certificateholders free and clear
of any and all liens, pledges, charges and security interests created by
or through the Depositor.
(xvi) Except for any actions that are the express responsibility
of another party hereunder or under the Mortgage Loan Purchase
Agreements, and further except for actions that the Depositor is
expressly permitted to complete subsequent to the Closing Date, the
Depositor has taken all actions required under applicable law to
effectuate the transfer of the Original Mortgage Loans by the Depositor
to the Trustee.
(b) The representations and warranties of the Depositor set
forth in Section 2.04(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit
they were made for so long as the Trust remains in existence. Upon
discovery by any party hereto of any breach of any of the foregoing
representations and warranties, the party discovering such breach shall
give prompt written notice thereof to the other parties hereto and the
Controlling Class Representative.
SECTION 2.05. Representations and Warranties of the Master
Servicer.
(a) The Master Servicer hereby represents and warrants to each
of the other parties hereto and for the benefit of the Certificateholders, as of
the Closing Date, that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
California, and the Master Servicer is in compliance with the laws of
each State in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan and to
perform its obligations under this Agreement.
(ii) The Master Servicer's execution and delivery of,
performance under and compliance with this Agreement, will not violate
the Master Servicer's organizational documents or constitute a default
(or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is
applicable to it or any of its assets, which default or breach, in the
good faith and reasonable judgment of the Master Servicer, is likely to
affect materially and adversely either the ability of the Master Servicer
to perform its obligations under this Agreement or the financial
condition of the Master Servicer.
(iii) The Master Servicer has the full power and authority to
enter into and consummate all transactions involving the Master Servicer
contemplated by this Agreement, has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer,
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enforceable against the Master Servicer in accordance with the terms
hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights
generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law.
(v) The Master Servicer is not in violation of, and its
execution and delivery of, performance under and compliance with this
Agreement will not constitute a violation of, any law, any order or
decree of any court or arbiter, or any order, regulation or demand of any
federal, state or local governmental or regulatory authority, which
violation, in the Master Servicer's good faith and reasonable judgment,
is likely to affect materially and adversely either the ability of the
Master Servicer to perform its obligations under this Agreement or the
financial condition of the Master Servicer.
(vi) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer, the outcome
of which, in the Master Servicer's good faith and reasonable judgement,
would prohibit the Master Servicer from entering into this Agreement or
that, in the Master Servicer's good faith and reasonable judgment, could
reasonably be expected to materially and adversely affect either the
ability of the Master Servicer to perform its obligations under this
Agreement or the financial condition of the Master Servicer.
(vii) Each officer, director or employee of the Master Servicer
with responsibilities concerning the servicing and administration of any
Mortgage Loan is covered by errors and omissions insurance in the amounts
and with the coverage required by Section 3.07(d).
(viii) No consent, approval, authorization or order of any state
or federal court or governmental agency or body is required for the
consummation by the Master Servicer of the transactions contemplated
herein, except for those consents, approvals, authorizations or orders
that previously have been obtained and except where the lack of such
consent, approval, authorization or order would not have a material
adverse effect on the ability of the Master Servicer to perform its
obligations under this Agreement.
(b) The representations and warranties of the Master Servicer
set forth in Section 2.05(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of such foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties hereto and the Controlling Class Representative.
(c) Any successor Master Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 2.05(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 2.05(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.
SECTION 2.06. Representations and Warranties of the Special
Servicer.
(a) The Special Servicer hereby represents and warrants to each
of the other parties hereto and for the benefit of the Certificateholders, as of
the Closing Date, that:
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(i) The Special Servicer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
California, and the Special Servicer is in compliance with the laws of
each State in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan and to
perform its obligations under this Agreement.
(ii) The Special Servicer's execution and delivery of,
performance under and compliance with this Agreement will not violate the
Special Servicer's organizational documents or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable to it or
any of its assets, which default or breach, in the good faith and
reasonable judgment of the Special Servicer, is likely to affect
materially and adversely either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition
of the Special Servicer.
(iii) The Special Servicer has the full power and authority to
enter into and consummate all transactions involving the Special Servicer
contemplated by this Agreement, has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the
Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Special Servicer is not in violation of, and its
execution and delivery of, performance under and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Special Servicer's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Special Servicer to perform its obligations under this
Agreement or the financial condition of the Special Servicer.
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened against the Special Servicer, the
outcome of which, in the Special Servicer's good faith and reasonable
judgement, would prohibit the Special Servicer from entering into this
Agreement or, in the Special Servicer's good faith and reasonable
judgment, could reasonably be expected to materially and adversely affect
either the ability of the Special Servicer to perform its obligations
under this Agreement or the financial condition of the Special Servicer.
(vii) The Special Servicer has errors and omissions insurance in
the amounts and with the coverage required by Section 3.07(d).
(viii) No consent, approval, authorization or order of any state
or federal court or governmental agency or body is required for the
consummation by the Special Servicer of the transactions contemplated
herein, except for those consents, approvals, authorizations or orders
that previously have been obtained and except where the lack of such
consent, approval,
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authorization or order would not have a material adverse effect on the
ability of the Special Servicer to perform its obligations under this
Agreement.
(b) The representations and warranties of the Special Servicer
set forth in Section 2.06(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any of such representations and warranties which
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto and the Controlling Class Representative.
(c) Any successor Special Servicer shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.06(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.06(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.
SECTION 2.07. Representations and Warranties of the Trustee.
(a) The Trustee hereby represents and warrants to, and covenants
with, each of the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, that:
(i) The Trustee is duly organized and validly existing as a
national banking association under the laws of the United States and is,
shall be or, if necessary, shall appoint a co-trustee that is, in
compliance with the laws of each State in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each
Mortgage Loan (insofar as such enforceability is dependent upon
compliance by the Trustee with such laws) and to perform its obligations
under this Agreement.
(ii) The Trustee's execution and delivery of, performance under
and compliance with this Agreement, will not violate the Trustee's
organizational documents or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in a material breach of, any material agreement or other material
instrument to which it is a party or by which it is bound, which default
or breach, in the good faith and reasonable judgment of the Trustee is
likely to affect materially and adversely either the ability of the
Trustee to perform its obligations under this Agreement or the financial
condition of the Trustee.
(iii) The Trustee has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and the rights of creditors of
banks, and (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law.
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(v) The Trustee is not in violation of, and its execution and
delivery of, performance under and compliance with this Agreement will
not constitute a violation of, any law, any order or decree of any court
or arbiter, or any order, regulation or demand of any federal, state or
local governmental or regulatory authority, which violation, in the
Trustee's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Trustee to perform its
obligations under this Agreement or the financial condition of the
Trustee.
(vi) No consent, approval, authorization or order of any state
or federal court or governmental agency or body is required for the
consummation by the Trustee of the transactions contemplated herein,
except for those consents, approvals, authorizations or orders that
previously have been obtained.
(vii) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee that, if determined adversely
to the Trustee, would prohibit the Trustee from entering into this
Agreement or that, in the Trustee's good faith and reasonable judgment,
is likely to materially and adversely affect either the ability of the
Trustee to perform its obligations under this Agreement or the financial
condition of the Trustee.
(viii) The Trustee is eligible to act as trustee hereunder in
accordance with Section 8.06.
(b) The representations and warranties of the Trustee set forth
in Section 2.07(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust remains in existence. Upon discovery by any party
hereto of a breach of any such representations and warranties, the party
discovering such breach shall give prompt written notice thereof to the other
parties hereto and the Controlling Class Representative.
(c) Any successor Trustee shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 2.07(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 2.07(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.
SECTION 2.08. Designation of the Certificates.
(a) The Certificates shall consist of 18 Classes hereby
designated as the "Class X Certificates", the "Class A-1 Certificates", the
"Class A-2 Certificates", the "Class B Certificates", the "Class C
Certificates", the "Class D Certificates", the "Class E Certificates", the
"Class F Certificates", the "Class G Certificates", the "Class H Certificates",
the "Class J Certificates", the "Class K Certificates", the "Class L
Certificates, the "Class M Certificates", the "Class N Certificates", the "Class
P Certificates", the "Class Y Certificates" and the "Class R Certificates",
respectively.
(b) The Class A-1 and Class A-2 Certificates are collectively
designated as the "Class A Certificates".
(c) The Class X, Class A-1 and Class A-2 Certificates are
collectively designated as the "Senior Certificates".
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(d) The Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class R
Certificates are collectively designated as the "Subordinate Certificates".
(e) The Class A, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class P
Certificates are collectively designated as the "Principal Balance
Certificates".
(f) The Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N and Class P Certificates
are collectively designated as the "Subordinate Principal Balance Certificates".
(g) The Class X Certificates are also designated as the
"Interest Only Certificates".
(h) The Interest Only Certificates and the Principal Balance
Certificates are collectively designated as the "REMIC III Regular Interest
Certificates".
SECTION 2.09. Creation of REMIC I; Issuance of the REMIC I
Regular Interests and the REMIC I Residual
Interest; Certain Matters Involving REMIC I and
the Loan REMICs.
(a) It is the intention of the parties hereto that the
following segregated pool of assets constitute a REMIC for federal income tax
purposes and, further, that such segregated pool of assets be designated as
"REMIC I": (i) the Mortgage Loans that are from time to time subject to this
Agreement (other than those Mortgage Loans that are, in each case, held by a
Loan REMIC), together with (A) all payments under and proceeds of such Mortgage
Loans received after the Closing Date or, in the case of any such Mortgage Loan
that is a Replacement Mortgage Loan, after the related date of substitution
(other than scheduled payments of interest and principal due on or before the
Cut-off Date or, in the case of any such Mortgage Loan that is a Replacement
Mortgage Loan, on or before the related date of substitution, and exclusive of
any amounts that constitute Post-ARD Additional Interest collected in respect of
the ARD Loans after their respective Anticipated Repayment Dates), and (B) all
documents included in the related Mortgage Files and Servicing Files and any
related Additional Collateral; (ii) any REO Property acquired in respect of a
Mortgage Loan (other than a Mortgage Loan that had been held by a Loan REMIC);
(iii) such funds and assets as from time to time are deposited in the Collection
Account, the Distribution Account, the Interest Reserve Account, the Gain on
Sale Reserve Fund and, if established, the REO Account (exclusive of any amounts
that constitute Post-ARD Additional Interest collected in respect of the ARD
Loans after their respective Anticipated Repayment Dates); (iv) the rights of
the Depositor under each Mortgage Loan Purchase Agreement and (v) the Loan REMIC
Regular Interests and all payments under and proceeds of such Loan REMIC Regular
Interest received after the Closing Date. The Closing Date is hereby designated
as the "Startup Day" of REMIC I within the meaning of Section 860G(a)(9) of the
Code.
A Loan REMIC Declaration has been made with respect to each of the
Mortgage Loans listed on Exhibit B-1C hereto. In the case of each such Mortgage
Loan, the related Loan REMIC will include such Original Mortgage Loan, any
Replacement Mortgage Loan substituted therefor and any REO Property acquired in
respect of such Original Mortgage Loan or any such Replacement Mortgage Loan.
The "Startup Day" for each Loan REMIC within the meaning of Section 860G(a)(9)
of the Code, is designated in the related Loan REMIC Declaration.
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(b) Concurrently with the assignment of the Original Mortgage
Loans (or, in the case of each of the Mortgage Loans listed on Exhibit B-1C
hereto, the related Loan REMIC Regular Interests) and certain related assets to
the Trustee pursuant to Section 2.01(b) and in exchange therefor, the REMIC I
Regular Interests and the REMIC I Residual Interest shall be issued. A separate
REMIC I Regular Interest shall be issued with respect to each Original Mortgage
Loan and Loan REMIC Regular Interest that is an asset of REMIC I. For purposes
of this Agreement, each REMIC I Regular Interest shall relate to the Original
Mortgage Loan with respect to which it was issued (or, if applicable, to the
Loan REMIC Regular Interest in respect of which it was issued and also to the
corresponding Original Mortgage Loan), to each Replacement Mortgage Loan (if
any) substituted for such Original Mortgage Loan, and to each REO Mortgage Loan
deemed outstanding with respect to any REO Property acquired in respect of any
such Original Mortgage Loan or any such Replacement Mortgage Loan. Neither the
REMIC I Residual Interest nor any of the REMIC I Regular Interests shall be
certificated. The REMIC I Regular Interests and the REMIC I Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC I.
(c) The REMIC I Regular Interests shall constitute the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the REMIC
I Residual Interest shall constitute the sole "residual interest" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC I. Each Loan REMIC Regular
Interest shall constitute the "regular interest" (within the meaning of Section
860G(a)(1) of the Code), and each Loan REMIC Residual Interest shall constitute
the sole "residual interest" (within the meaning of Section 860G(a)(2) of the
Code), in the related Loan REMIC. None of the parties hereto, to the extent it
is within the control thereof, shall create or permit the creation of any other
"interests" in REMIC I or any Loan REMIC (within the meaning of Treasury
regulation section 1.860D-1(b)(1)).
(d) The designation for each REMIC I Regular Interest shall be
the identification number for the related Original Mortgage Loan set forth in
the Mortgage Loan Schedule.
(e) Each REMIC I Regular Interest shall have an Uncertificated
Principal Balance. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall equal the Cut-off Date Principal Balance
of the related Original Mortgage Loan (as specified in the Mortgage Loan
Schedule). On each Distribution Date, the Uncertificated Principal Balance of
each REMIC I Regular Interest shall be permanently reduced by any distributions
of principal deemed made with respect to such REMIC I Regular Interest on such
Distribution Date pursuant to Section 4.01(l) and, further, by any Unfunded
Principal Balance Reduction made with respect to such REMIC I Regular Interest
on such Distribution Date pursuant to Section 4.04(c). Except as provided in the
preceding sentence, the Uncertificated Principal Balance of each REMIC I Regular
Interest shall not otherwise be increased or reduced. Deemed distributions to
REMIC II in reimbursement of Unfunded Principal Balance Reductions with respect
to a REMIC I Regular Interest shall not constitute deemed distributions of
principal and shall not result in any reduction of the Uncertificated Principal
Balance of such REMIC I Regular Interest.
(f) Each REMIC I Regular Interest shall have a REMIC I
Remittance Rate. The REMIC I Remittance Rate with respect to any particular
REMIC I Regular Interest for any Interest Accrual Period shall be calculated as
follows:
(i) if, as of the Closing Date, the related Original Mortgage
Loan bears or bore, as the case may be, interest calculated on a 30/360 Basis,
then the REMIC I Remittance Rate with
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respect to the subject REMIC I Regular Interest for any Interest Accrual Period
shall equal the Net Mortgage Rate in effect for the related Original Mortgage
Loan as of the Closing Date; and
(ii) if, as of the Closing Date, the related Original Mortgage
Loan bears or bore, as the case may be, interest calculated on an Actual/360
Basis, then the REMIC I Remittance Rate with respect to the subject REMIC I
Regular Interest for any Interest Accrual Period shall (subject to adjustment as
provided below) equal the product of (A) a fraction (expressed as a percentage),
the numerator of which is the number of days in such Interest Accrual Period,
and the denominator of which is 30, multiplied by (B) the Net Mortgage Rate in
effect for the related Original Mortgage Loan as of the Closing Date; provided
that, in the case of a REMIC I Regular Interest that corresponds to an Interest
Reserve Loan, if the subject Interest Accrual Period occurs during January of
2001 or any year thereafter or during December of 2000 or any year thereafter
that does not immediately precede a leap year, the REMIC I Remittance Rate with
respect to such REMIC I Regular Interest for such Interest Accrual Period shall
equal (M) the REMIC I Remittance Rate with respect to such REMIC I Regular
Interest for such Interest Accrual Period, calculated without regard to this
proviso, minus (N) a fraction (expressed as a percentage), the numerator of
which is equal to 12 times the related Interest Reserve Amount that is to be
transferred from the Distribution Account to the Interest Reserve Account in the
following calendar month in accordance with Section 3.04(c), and the denominator
of which is equal to the Uncertificated Principal Balance of such REMIC I
Regular Interest outstanding immediately prior to the related Distribution Date;
and, provided, further, that, in the case of a REMIC I Regular Interest that
corresponds to an Interest Reserve Loan, if the subject Interest Accrual Period
occurs during February of any year, the REMIC I Remittance Rate with respect to
such REMIC I Regular Interest for such Interest Accrual Period shall equal (S)
the REMIC I Remittance Rate with respect to such REMIC I Regular Interest for
such Interest Accrual Period, calculated without regard to this proviso, plus
(T) a fraction (expressed as a percentage), the numerator of which is equal to
12 times any related Interest Reserve Amount(s) to be transferred from the
Interest Reserve Account to the Distribution Account pursuant to Section 3.05(c)
for distribution on the related Distribution Date, and the denominator of which
is equal to the Uncertificated Principal Balance of such REMIC I Regular
Interest outstanding immediately prior to the related Distribution Date.
(g) Each REMIC I Regular Interest shall bear interest, and such
interest shall commence accruing on the Cut-off Date. In the case of each REMIC
I Regular Interest, such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, shall accrue at the REMIC I Remittance Rate
with respect to such REMIC I Regular Interest for such Interest Accrual Period
on the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date. The total amount
of such interest accrued with respect to each REMIC I Regular Interest during
each Interest Accrual Period (herein referred to as the "Interest Accrual
Amount" with respect to such REMIC I Regular Interest for such Interest Accrual
Period) shall equal 1/12 of the product of (i) the REMIC I Remittance Rate with
respect to such REMIC I Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such REMIC I Regular
Interest outstanding immediately prior to the related Distribution Date. The
portion of the Interest Accrual Amount with respect to any REMIC I Regular
Interest for any Interest Accrual Period that shall be distributable to REMIC
II, as the holder of such REMIC I Regular Interest, on the related Distribution
Date pursuant to Section 4.01(l), shall be an amount (herein referred to as the
"Current Interest Distribution Amount" with respect
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to such REMIC I Regular Interest for the related Distribution Date) equal to (i)
the Interest Accrual Amount with respect to such REMIC I Regular Interest for
the related Interest Accrual Period, reduced (to not less than zero) by (ii) the
portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date that is allocable to such REMIC I Regular Interest. For purposes of the
foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date shall be allocated among all the REMIC I Regular Interests on
a pro rata basis in accordance with their respective Interest Accrual Amounts
for the related Interest Accrual Period. If the entire Current Interest
Distribution Amount with respect to any REMIC I Regular Interest for any
Distribution Date is not deemed distributed to REMIC II, as the holder of such
REMIC I Regular Interest, on such Distribution Date pursuant to Section 4.01(l),
then the unpaid portion of such Current Interest Distribution Amount shall be
added to, and be payable as part of, the Carryforward Interest Distribution
Amount with respect to such REMIC I Regular Interest for future Distribution
Dates. The "Carryforward Interest Distribution Amount" with respect to any REMIC
I Regular Interest for any Distribution Date is the excess, if any, of (i) all
Current Interest Distribution Amounts with respect to such REMIC I Regular
Interest for all prior Distribution Dates, if any, over (ii) the total amount of
interest deemed distributed to REMIC II with respect to such REMIC I Regular
Interest on all such prior Distribution Dates, if any, pursuant to Section
4.01(l).
(h) Solely for purposes of satisfying Treasury regulation
section 1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC I
Regular Interest shall be the Rated Final Distribution Date.
(i) Neither the REMIC I Residual Interest nor any Loan REMIC
Residual Interest shall have a principal balance or bear interest.
SECTION 2.10. Conveyance of REMIC I Regular Interests;
Acceptance of REMIC I Regular Interests by
Trustee.
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all of its right, title and interest in and to the REMIC I Regular Interests to
the Trustee for the benefit of the REMIC III Regular Interest Certificateholders
and the Class R Certificateholders. The Trustee acknowledges the assignment to
it of the REMIC I Regular Interests and declares that it holds and will hold the
same in trust for the exclusive use and benefit of all present and future REMIC
III Regular Interest Certificateholders and Class R Certificateholders.
SECTION 2.11. Creation of REMIC II; Issuance of the REMIC II
Regular Interests and the REMIC II Residual
Interest; Certain Matters Involving REMIC II.
(a) It is the intention of the parties hereto that the
segregated pool of assets consisting of the REMIC I Regular Interests constitute
a REMIC for federal income tax purposes and, further, that such segregated pool
of assets be designated as "REMIC II". The Closing Date is hereby designated as
the "Startup Day" of REMIC II within the meaning of Section 860G(a)(9) of the
Code.
(b) Concurrently with the assignment of the REMIC I Regular
Interests to the Trustee pursuant to Section 2.10 and in exchange therefor, the
REMIC II Regular Interests and the REMIC II Residual Interest shall be issued.
There shall be 15 separate REMIC II Regular Interests. Neither the REMIC II
Residual Interest nor any of the REMIC II Regular Interests shall be
certificated. The REMIC II Regular Interests and the REMIC II Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC II.
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(c) The REMIC II Regular Interests shall constitute the
"regular interests" (within the meaning of Section 860G(a)(1) of the Code), and
the REMIC II Residual Interest shall constitute the sole "residual interest"
(within the meaning of Section 860G(a)(2) of the Code), in REMIC II. None of the
parties hereto, to the extent it is within the control thereof, shall create or
permit the creation of any other "interests" in REMIC II (within the meaning of
Treasury regulation section 1.860D-1(b)(1)).
(d) The REMIC II Regular Interests are hereby designated as
"REMIC II Regular Interest A-1", "REMIC II Regular Interest A-2", "REMIC II
Regular Interest B", "REMIC II Regular Interest C", "REMIC II Regular Interest
D", "REMIC II Regular Interest E", "REMIC II Regular Interest F", "REMIC II
Regular Interest G", "REMIC II Regular Interest H", "REMIC II Regular Interest
J", "REMIC II Regular Interest K", "REMIC II Regular Interest L", "REMIC II
Regular Interest M", "REMIC II Regular Interest N" and "REMIC II Regular
Interest P", respectively.
(e) Each REMIC II Regular Interest shall have an Uncertificated
Principal Balance. The following table sets forth for each REMIC II Regular
Interest the initial Uncertificated Principal Balance thereof:
<TABLE>
<CAPTION>
DESIGNATION OF
REMIC II REGULAR INITIAL UNCERTIFICATED
INTEREST PRINCIPAL BALANCE
---------------- ----------------------
<S> <C>
A-1 $127,510,000
A-2 $403,898,000
B $ 35,665,000
C $ 30,315,000
D $ 10,700,000
E $ 8,916,000
F $ 14,266,000
G $ 10,700,000
H $ 14,266,000
J $ 17,832,000
K $ 5,350,000
L $ 3,566,000
M $ 7,133,000
N $ 7,133,000
P $ 16,050,121
</TABLE>
On each Distribution Date, the Uncertificated Principal Balance of
each REMIC II Regular Interest shall be permanently reduced by any distributions
of principal deemed made with respect to such REMIC II Regular Interest on such
Distribution Date pursuant to Section 4.01(k) and, further, by any Unfunded
Principal Balance Reduction made with respect to such REMIC II Regular Interest
on such Distribution Date pursuant to Section 4.04(b). Except as provided in the
preceding sentence, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall not otherwise be increased or decreased. Deemed
distributions to REMIC III in reimbursement of Unfunded Principal Balance
Reductions with respect to a REMIC II Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the
Uncertificated Principal Balance of such REMIC II Regular Interest.
(f) Each REMIC II Regular Interest shall have a REMIC II
Remittance Rate that, with respect to any Interest Accrual Period, shall equal
the weighted average, expressed as a percentage
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and rounded to eight decimal places, of the respective REMIC I Remittance Rates
in effect for all the REMIC I Regular Interests for such Interest Accrual
Period, weighted on the basis of the respective Uncertificated Principal
Balances of such REMIC I Regular Interests outstanding immediately prior to the
related Distribution Date.
(g) Each REMIC II Regular Interest shall bear interest, and
such interest shall commence accruing on the Cut-off Date. In the case of each
REMIC II Regular Interest, such interest shall be calculated on a 30/360 Basis
and, during each Interest Accrual Period, shall accrue at the REMIC II
Remittance Rate with respect to such REMIC II Regular Interest for such Interest
Accrual Period on the Uncertificated Principal Balance of such REMIC II Regular
Interest outstanding immediately prior to the related Distribution Date. The
total amount of such interest accrued with respect to each REMIC II Regular
Interest during each Interest Accrual Period (herein referred to as the
"Interest Accrual Amount" with respect to such REMIC II Regular Interest for
such Interest Accrual Period) shall equal 1/12 of the product of (i) the REMIC
II Remittance Rate with respect to such REMIC II Regular Interest for such
Interest Accrual Period, multiplied by (ii) the Uncertificated Principal Balance
of such REMIC II Regular Interest outstanding immediately prior to the related
Distribution Date. The portion of the Interest Accrual Amount with respect to
any REMIC II Regular Interest for any Interest Accrual Period that shall be
distributable to REMIC III, as the holder of such REMIC II Regular Interest, on
the related Distribution Date pursuant to Section 4.01(k), shall be an amount
(herein referred to as the "Current Interest Distribution Amount" with respect
to such REMIC II Regular Interest for the related Distribution Date) equal to
(i) the Interest Accrual Amount with respect to such REMIC II Regular Interest
for the related Interest Accrual Period, reduced (to not less than zero) by (ii)
the portion of any Net Aggregate Prepayment Interest Shortfall for such
Distribution Date that is allocable to such REMIC II Regular Interest. For
purposes of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if
any, for each Distribution Date shall be allocated among all the REMIC II
Regular Interests on a pro rata basis in accordance with their respective
Interest Accrual Amounts for the related Interest Accrual Period. If the entire
Current Interest Distribution Amount with respect to any REMIC II Regular
Interest for any Distribution Date is not deemed distributed to REMIC III, as
the holder of such REMIC II Regular Interest, on such Distribution Date pursuant
to Section 4.01(k), then the unpaid portion of such Current Interest
Distribution Amount shall be added to, and be payable as part of, the
Carryforward Interest Distribution Amount with respect to such REMIC II Regular
Interest for future Distribution Dates. The "Carryforward Interest Distribution
Amount" with respect to any REMIC II Regular Interest for any Distribution Date
is the excess, if any, of (i) all Current Interest Distribution Amounts with
respect to such REMIC II Regular Interest for all prior Distribution Dates, if
any, over (ii) the total amount of interest deemed distributed to REMIC III with
respect to such REMIC II Regular Interest on all such prior Distribution Dates,
if any, pursuant to Section 4.01(k).
(h) Solely for purposes of satisfying Treasury Regulation
Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC II
Regular Interest shall be the Rated Final Distribution Date.
(i) The REMIC II Residual Interest shall not have a principal
balance and shall not bear interest.
SECTION 2.12. Conveyance of REMIC II Regular Interests;
Acceptance of REMIC II Regular Interests by
Trustee.
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all of its right, title and interest in and to the
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REMIC II Regular Interests to the Trustee for the benefit of the REMIC III
Regular Interest Certificateholders and the Class R Certificateholders. The
Trustee acknowledges the assignment to it of the REMIC II Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of all present and future REMIC III Regular Interest Certificateholders
and Class R Certificateholders.
SECTION 2.13. Creation of REMIC III; Issuance of the REMIC III
Regular Interest Certificates and the REMIC III
Residual Interest; Certain Matters Involving
REMIC III.
(a) It is the intention of the parties hereto that the
segregated pool of assets consisting of the REMIC II Regular Interests
constitute a REMIC for federal income tax purposes and, further, that such
segregated pool of assets be designated as "REMIC III". The Closing Date is
hereby designated as the "Startup Day" of REMIC III within the meaning of
Section 860G(a)(9) of the Code.
(b) Concurrently with the assignment of the REMIC II Regular
Interests to the Trustee pursuant to Section 2.12 and in exchange therefor, the
REMIC III Residual Interest shall be issued, and the Certificate Registrar shall
execute, authenticate and deliver, to or upon the order of the Depositor, the
REMIC III Regular Interest Certificates in authorized denominations. There shall
be 16 Classes of REMIC III Regular Interest Certificates. The REMIC III Residual
Interest shall not be certificated. The interests evidenced by the REMIC III
Regular Interest Certificates, together with the REMIC III Residual Interest,
shall collectively constitute the entire beneficial ownership of REMIC III.
(c) The respective Classes of the REMIC III Regular Interest
Certificates shall constitute the "regular interests" (within the meaning of
Section 860G(a)(1) of the Code), and the REMIC III Residual Interest shall
constitute the sole "residual interest" (within the meaning of Section
860(G)(a)(2) of the Code), in REMIC III. None of the parties hereto, to the
extent it is within the control thereof, shall create or permit the creation of
any other "interests" in REMIC III (within the meaning of Treasury regulation
section 1.860D-1(b)(1)).
(d) The designations for the respective classes of the REMIC
III Regular Interest Certificates are specified in Section 2.08.
(e) Each Class of Principal Balance Certificates shall have a
Class Principal Balance. The following table sets forth for each Class of
Principal Balance Certificates the initial Class Principal Balance thereof.
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<TABLE>
<CAPTION>
CLASS INITIAL CLASS
DESIGNATION PRINCIPAL BALANCE
----------- -----------------
<S> <C>
Class A-1 $127,510,000
Class A-2 $403,898,000
Class B $ 35,665,000
Class C $ 30,315,000
Class D $ 10,700,000
Class E $ 8,916,000
Class F $ 14,266,000
Class G $ 10,700,000
Class H $ 14,266,000
Class J $ 17,832,000
Class K $ 5,350,000
Class L $ 3,566,000
Class M $ 7,133,000
Class N $ 7,133,000
Class P $ 16,050,121
</TABLE>
On each Distribution Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall be permanently reduced by any
distributions of principal made with respect to such Class of Certificates on
such Distribution Date pursuant to Section 4.01(a) or Section 4.01(b), as
applicable, and, further, by any Unfunded Principal Balance Reduction made with
respect to such Class of Certificates on such Distribution Date pursuant to
Section 4.04(a). Except as provided in the preceding sentence, the Class
Principal Balance of each Class of Principal Balance Certificates shall not
otherwise be increased or reduced. Distributions to the Holders of any Class of
Principal Balance Certificates in reimbursement of any Unfunded Principal
Balance Reductions with respect to such Class of Certificates shall not
constitute distributions of principal and shall not result in any reduction of
the related Class Principal Balance.
The Class X Certificates shall not have a principal balance. For
purposes of accruing interest, however, the Class X Certificates shall have a
Class Notional Amount that is, as of any date of determination, equal to the
total of the then Uncertificated Principal Balances of all the REMIC II Regular
Interests.
(f) Each Class of REMIC III Regular Interest Certificates shall
have a Pass-Through Rate.
The Pass-Through Rate with respect to each Class of Principal
Balance Certificates for any Interest Accrual Period shall be as follows:
(i) in the case of the Class A-1 Certificates, the lesser of
(A) 7.46% per annum and (B) the REMIC II Remittance Rate
with respect to REMIC II Regular Interest A-1 for such
Interest Accrual Period;
(ii) in the case of the Class A-2 Certificates, the lesser of
(A) 7.52% per annum and (B) the REMIC II Remittance Rate
with respect to REMIC II Regular Interest A-2 for such
Interest Accrual Period;
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(iii) in the case of the Class B Certificates, the lesser of (A)
7.52% per annum and (B) the REMIC II Remittance Rate with
respect to REMIC II Regular Interest B for such Interest
Accrual Period;
(iv) in the case of the Class C Certificates, the lesser of (A)
7.52% per annum and (B) the REMIC II Remittance Rate with
respect to REMIC II Regular Interest C for such Interest
Accrual Period;
(v) in the case of the Class D Certificates, the lesser of (A)
7.52% per annum and (B) the REMIC II Remittance Rate with
respect to REMIC II Regular Interest D for such Interest
Accrual Period;
(vi) in the case of the Class E Certificates, the lesser of (A)
7.52% per annum and (B) the REMIC II Remittance Rate with
respect to REMIC II Regular Interest E for such interest
Accrual Period;
(vii) in the case of the Class F Certificates, the lesser of (A)
7.52% per annum and (B) the REMIC II Remittance Rate with
respect to REMIC II Regular Interest F for such Interest
Accrual Period; and
(viii) in the case of the Class G Certificates, the lesser of (A)
7.52% per annum and (B) the REMIC II Remittance Rate with
respect to REMIC II Regular Interest G for such Interest
Accrual Period;
(ix) in the case of the Class H Certificates 6.75% per annum;
(x) in the case of the Class J Certificates 6.75% per annum;
(xi) in the case of the Class K Certificates 6.75% per annum;
(xii) in the case of the Class L Certificates 7.00% per annum;
(xiii) in the case of the Class M Certificates 7.00% per annum;
(xiv) in the case of the Class N Certificates 7.00% per annum;
(xv) in the case of the Class P Certificates 7.00% per annum.
With respect to the Class X Certificates, the related Pass-Through
Rate for each Interest Accrual Period subsequent to the initial Interest Accrual
Period shall be a rate per annum equal to the excess, if any, of (i) the
weighted average of the respective REMIC II Remittance Rates in effect during
such Interest Accrual Period in respect of all of the REMIC II Regular
Interests, over (ii) the weighted average of the respective Adjusted REMIC II
Remittance Rates in effect during such Interest Accrual Period in respect of all
of the REMIC II Regular Interests. For purposes of the foregoing, the relevant
weighting shall be based on the Uncertificated Principal Balance of each REMIC
II Regular Interest immediately prior to the related Distribution Date.
(g) Each Class of REMIC III Regular Interest Certificates shall
bear interest, and such interest shall commence accruing on the Cut-off Date. In
the case of each Class of REMIC III Regular Interest Certificates, such interest
shall be calculated on a 30/360 Basis and, during each Interest
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Accrual Period, shall accrue at the Pass-Through Rate with respect to such Class
of Certificates for such Interest Accrual Period on the Class Principal Balance
(or, in the case of the Class X Certificates, the Class Notional Amount) of such
Class of Certificates outstanding immediately prior to the related Distribution
Date. The total amount of such interest accrued with respect to each Class of
REMIC III Regular Interest Certificates during each Interest Accrual Period
(herein referred to as the "Interest Accrual Amount" with respect to such Class
of Certificates for such Interest Accrual Period) shall equal 1/12 of the
product of (i) the Pass-Through Rate with respect to such Class of Certificates
for such Interest Accrual Period, multiplied by (ii) the Class Principal Balance
(or, in the case of the Class X Certificates, the Class Notional Amount) of such
Class of Certificates outstanding immediately prior to the related Distribution
Date. The portion of the Interest Accrual Amount with respect to any Class of
REMIC III Regular Interest Certificates for any Interest Accrual Period that
shall be distributable to the Holders thereof on the related Distribution Date
pursuant to Section 4.01(a) or Section 4.01(b), as applicable, shall be an
amount (herein referred to as the "Current Interest Distribution Amount" with
respect to such Class of Certificates for the related Distribution Date) equal
to (i) the Interest Accrual Amount with respect to such Class of Certificates
for the related Interest Accrual Period, reduced (to not less than zero) by (ii)
the portion of any Net Aggregate Prepayment Interest Shortfall for such
Distribution Date that is allocable to such Class of Certificates. For purposes
of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for
each Distribution Date shall be allocated among all the Classes of REMIC III
Regular Interest Certificates on a pro rata basis in accordance with their
respective Interest Accrual Amounts for the related Interest Accrual Period. If
the entire Current Interest Distribution Amount with respect to any Class of
REMIC III Regular Interest Certificates for any Distribution Date is not
distributed to the Holders thereof on such Distribution Date pursuant to Section
4.01(a) or Section 4.01(b), as applicable, then the unpaid portion of such
Current Interest Distribution Amount shall be added to, and be payable as part
of, the Carryforward Interest Distribution Amount with respect to such Class of
Certificates for future Distribution Dates. The "Carryforward Interest
Distribution Amount" with respect to any Class of REMIC III Regular Interest
Certificates for any Distribution Date is the excess, if any, of (i) all Current
Interest Distribution Amounts with respect to such Class of Certificates for all
prior Distribution Dates, if any, over (ii) the total amount of interest
distributed to the Holders of such Class of Certificates on all such prior
Distribution Dates, if any, pursuant to Section 4.01(a) or Section 4.01(b), as
applicable.
(h) Solely for purposes of satisfying Treasury regulation
section 1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each Class of
REMIC III Regular Interest Certificates shall be the Rated Final Distribution
Date.
(i) The REMIC III Residual Interest shall not have a principal
balance and shall not bear interest.
SECTION 2.14. Acceptance of Grantor Trusts by Trustee; Issuance
of the Class Y and Class R Certificates.
(a) It is the intention of the parties hereto that the
segregated pool of assets consisting of any collections of Post-ARD Additional
Interest received on the ARD Loans constitute a Grantor Trust for federal income
tax purposes and, further, that such segregated pool of assets be designated as
"Grantor Trust Y". The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the assets of Grantor Trust Y and declares
that it will hold such assets in trust for the exclusive use and benefit of all
present and future Holders of the Class Y Certificates. Concurrently with the
assignment to it of the assets included in Grantor Trust Y, the Certificate
Registrar shall execute, authenticate and deliver, to or upon the order of the
Depositor, the Class Y Certificates in authorized
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denominations evidencing the entire beneficial ownership of Grantor Trust Y. The
rights of the Holders of the Class Y Certificates to receive distributions from
the proceeds of Grantor Trust Y, and all ownership interests of such Holders in
and to such distributions, shall be as set forth in this Agreement.
(b) The Depositor, as of the Closing Date, and concurrently
with the execution and delivery of this Agreement, does hereby assign without
recourse, all right, title and interest of the Depositor in and to the REMIC I
Residual Interest, the REMIC II Residual Interest, the REMIC III Residual
Interest and the Loan REMIC Residual Interests to the Trustee for the benefit of
the Holders of the Class R Certificates. It is the intention of the parties
hereto that the segregated pool of assets consisting of the REMIC I Residual
Interest, the REMIC II Residual Interest, the REMIC III Residual Interest and
the Loan REMIC Residual Interests constitute a Grantor Trust for federal income
tax purposes and, further, that such segregated pool of assets be designated as
"Grantor Trust R". The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the assets of Grantor Trust R and declares
that it will hold such assets in trust for the exclusive use and benefit of all
present and future Holders of the Class R Certificates. Concurrently with the
assignment to it of the assets included in Grantor Trust R, the Certificate
Registrar shall execute, authenticate and deliver, to or upon the order of the
Depositor, the Class R Certificates in authorized denominations evidencing the
entire beneficial ownership of Grantor Trust R. The rights of the Holders of the
Class R Certificates to receive distributions from the proceeds of Grantor Trust
R, and all ownership interests of such Holders in and to such distributions,
shall be as set forth in this Agreement.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
SECTION 3.01. Administration of the Mortgage Loans.
(a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans and any REO Properties that it is
obligated to service and administer pursuant to this Agreement, for the benefit
of the Certificateholders (as a collective whole) (as determined by the Master
Servicer or the Special Servicer, as the case may be, in its good faith and
reasonable judgment), in accordance with any and all applicable laws, in
accordance with the express terms of this Agreement and the respective Mortgage
Loans and, to the extent consistent with the foregoing, in accordance with the
Servicing Standard. The Master Servicer or Special Servicer, as applicable in
accordance with this Agreement, shall service and administer each
Cross-Collateralized Group as a single Mortgage Loan as and when necessary and
appropriate consistent with the Servicing Standard. Without limiting the
foregoing, and subject to Section 3.21, (i) the Master Servicer shall service
and administer all Performing Mortgage Loans, and (ii) the Special Servicer
shall service and administer (x) each Mortgage Loan as to which a Servicing
Transfer Event has occurred and is continuing, and (y) each REO Property;
provided, however, that the Master Servicer shall continue to collect
information and, subject to its receipt of information from the Special Servicer
as provided herein, prepare all reports to the Trustee required hereunder with
respect to any Specially Serviced Mortgage Loans and REO Properties (and the
related REO Mortgage Loans) as otherwise set forth herein and, further, to
render such incidental services with respect to any Specially Serviced Mortgage
Loans and REO Properties as are specifically provided for herein. The Master
Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property.
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(b) Subject to Section 3.01(a), the Master Servicer and the
Special Servicer shall each have full power and authority, acting alone or
through Sub-Servicers, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, each of the Master
Servicer and the Special Servicer, in its own name, with respect to each of the
Mortgage Loans it is obligated to service hereunder, is hereby authorized and
empowered by the Trustee to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them: (i) any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien created by any Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and other related
collateral; and (ii) any and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, and all other comparable instruments.
In addition, without limiting the generality of the foregoing, each of the
Master Servicer and Special Servicer is authorized and empowered by the Trustee
to execute and deliver, in accordance with the Servicing Standard and subject to
Sections 3.08 and 3.20, any and all assumptions, modifications, waivers,
amendments or consents to or with respect to any documents contained in the
related Mortgage File. Subject to Section 3.10, the Trustee shall, at the
written request of a Servicing Officer of the Master Servicer or the Special
Servicer, furnish, or cause to be so furnished, to the Master Servicer or the
Special Servicer, as appropriate, any limited powers of attorney and other
documents (each of which shall be prepared by the Master Servicer or Special
Servicer, as applicable) necessary or appropriate to enable it to carry out its
servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any misuse of any such power of attorney by
the Master Servicer or the Special Servicer.
(c) The relationship of each of the Master Servicer and the
Special Servicer to the Trustee and, unless they are the same Person, each other
under this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent.
SECTION 3.02. Collection of Mortgage Loan Payments.
(a) The Master Servicer and the Special Servicer shall each
undertake reasonable efforts consistent with the Servicing Standard to collect
all payments called for under the terms and provisions of the Mortgage Loans it
is obligated to service hereunder and shall follow such collection procedures as
are consistent with the Servicing Standard; provided, however, that neither the
Master Servicer nor the Special Servicer shall, with respect to any ARD Loan
after its Anticipated Repayment Date, take any enforcement action with respect
to the payment of Post-ARD Additional Interest (other than the making of
requests for its collection), unless (i) the taking of an enforcement action
with respect to the payment of other amounts due under such Mortgage Loan is, in
the good faith and reasonable judgment of the Special Servicer, and without
regard to such Post-ARD Additional Interest, also necessary, appropriate and
consistent with the Servicing Standard or (ii) all other amounts due under such
Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest
has not been forgiven in accordance with Section 3.20 and, in the good faith and
reasonable judgment of the Special Servicer, the Liquidation Proceeds expected
to be recovered in connection with such enforcement action will cover the
anticipated costs of such enforcement action and, if applicable, any associated
Advance Interest. Consistent with the foregoing, the Master Servicer (as to
Performing Mortgage Loans) and the Special Servicer (as to Specially Serviced
Mortgage Loans) each may waive any Default Charges in connection with any
specific delinquent payment on a Mortgage Loan it is obligated to service
hereunder.
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(b) Ninety days prior to the maturity date of each Balloon
Mortgage Loan, the Master Servicer shall send a notice to the related Borrower
of such maturity date (with a copy to be sent to the Special Servicer) and shall
request confirmation that the Balloon Payment will be paid by such date.
SECTION 3.03. Collection of Taxes, Assessments and Similar
Items; Servicing Accounts; Reserve Accounts.
(a) The Master Servicer shall establish and maintain one or
more accounts (the "Servicing Accounts"), in which all Escrow Payments received
by it with respect to the Mortgage Loans shall be deposited and retained.
Subject to any terms of the related Mortgage Loan documents that specify the
nature of the account in which Escrow Payments shall be held, each Servicing
Account shall be an Eligible Account. Withdrawals of amounts so collected in
respect of any Mortgage Loan (and interest earned thereon) from a Servicing
Account may be made only: (i) to effect the payment of real estate taxes,
assessments, insurance premiums (including, without limitation, premiums on any
Environmental Insurance Policy), ground rents (if applicable) and comparable
items in respect of the related Mortgaged Property; (ii) to reimburse the Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable,
for any unreimbursed Servicing Advances made thereby to cover any of the items
described in the immediately preceding clause (i); (iii) to refund to the
related Borrower any sums as may be determined to be overages; (iv) to pay
interest or other income, if required and as described below, to the related
Borrower on balances in the Servicing Account (or, if and to the extent not
payable to the related Borrower to pay such interest or other income (up to the
amount of any Net Investment Earnings in respect of such Servicing Account for
each Collection Period) to the Master Servicer); or (v) to clear and terminate
the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. The Master Servicer shall pay or cause to be paid to the Borrowers
interest and other income, if any, earned on the investment of funds in
Servicing Accounts maintained thereby, if and to the extent required by law or
the terms of the related Mortgage Loan. If the Master Servicer shall deposit in
a Servicing Account any amount not required to be deposited therein, it may at
any time withdraw such amount from such Servicing Account, any provision herein
to the contrary notwithstanding. Promptly after any Escrow Payments are received
by the Special Servicer from any Borrower, and in any event within two Business
Days after any such receipt, the Special Servicer shall remit such Escrow
Payments to the Master Servicer for deposit in the applicable Servicing
Account(s).
(b) The Master Servicer shall as to each Mortgage Loan
(including each Specially Serviced Mortgage Loan) (i) maintain accurate records
with respect to the related Mortgaged Property reflecting the status of real
estate taxes, assessments and other similar items that are or may become a lien
thereon and the status of insurance premiums and any ground rents payable in
respect thereof and (ii) use reasonable efforts consistent with the Servicing
Standard to obtain, from time to time, all bills for the payment of such items
(including renewal premiums) and effect payment thereof prior to the applicable
penalty or termination date. For purposes of effecting any such payment, the
Master Servicer shall apply Escrow Payments as allowed under the terms of the
related Mortgage Loan documents; provided, however, that if such Mortgage Loan
does not require the related Borrower to escrow for the payment of real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar
items, each of the Master Servicer and the Special Servicer shall, as to those
Mortgage Loans it is obligated to service hereunder, and subject to and in
accordance with the Servicing Standard, enforce the requirement of the related
Mortgage that the Borrower make payments in respect of such items at the time
they first become due.
(c) In accordance with the Servicing Standard, the Master
Servicer shall, as to all the Mortgage Loans (including, Specially Serviced
Mortgage Loans), advance with respect to each
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Mortgaged Property all such funds as are necessary for the purpose of effecting
the timely payment of (i) real estate taxes, assessments and other similar
items, (ii) ground rents or other rents (if applicable), and (iii) premiums on
Insurance Policies (including, without limitation, Environmental Insurance
Policies), in each instance if and to the extent that Escrow Payments (if any)
collected from the related Borrower are insufficient to pay such item when due,
and the related Borrower has failed to pay such item on a timely basis, and
provided that the particular Advance would not, if made, constitute a
Nonrecoverable Servicing Advance. All such Advances shall be reimbursable in the
first instance from related collections from the Borrowers and further as
provided in Section 3.05(a). No costs incurred by the Master Servicer or the
Special Servicer in effecting the payment of real estate taxes, assessments and
similar items and, if applicable, ground rents on or in respect of such
Mortgaged Properties shall, for purposes hereof, including calculating monthly
distributions to Certificateholders, be added to the unpaid principal balances
of the related Mortgage Loans, notwithstanding that the terms of such Mortgage
Loans so permit; provided, however, that this provision is in no way intended to
affect amounts actually due and owing from the related Borrower under such
Mortgage Loan.
(d) The Master Servicer shall, as to all the Mortgage Loans
(including Specially Serviced Mortgaged Loans), establish and maintain, as
applicable, one or more accounts (the "Reserve Accounts"), in which all Reserve
Funds, if any, shall be deposited and retained. Withdrawals of amounts so
deposited, and draws on any Letter of Credit delivered in lieu of Reserve Funds,
may be made to pay for or otherwise cover, or (if appropriate) to reimburse the
related Borrower in connection with, the specific items for which such Reserve
Funds were escrowed or any such Letter of Credit was delivered, all in
accordance with the Servicing Standard and the terms of the related Mortgage
Note, Mortgage and any agreement with the related Borrower governing such
Reserve Funds or Letter of Credit. The Master Servicer shall not release any
earnout reserve funds, or return any Letter of Credit delivered in lieu of
earnout reserve funds, to the related Borrower, unless and until: (i) the Master
Servicer has so notified the Special Servicer and the Controlling Class
Representative in writing and has provided the Special Servicer with any written
or electronic information in the Master Servicer's possession regarding such
Mortgage Loan or the related Mortgaged Property and a written recommendation and
rationale therefor, that the Special Servicer may reasonably request within ten
Business Days of receiving such written notice; and (ii) the Special Servicer
has consented to such release of any earnout reserve funds or return of any
Letter of Credit delivered in lieu of earnout reserve funds (such consent to be
given or withheld in accordance with the Servicing Standard and to be deemed
given if the Special Servicer does not object to such release of any earnout
reserve funds or return of any Letter of Credit delivered in lieu of earnout
reserve funds within five Business Days after receiving such additional
information from the Master Servicer (or, if it did not request additional
information, within ten Business Days after receiving such notice). Mortgage
Loans as to which there are earnout reserve funds or a Letter of Credit
delivered in lieu of earnout reserve funds are identified on Exhibit B-1E.
Subject to the terms of the related Mortgage Note and Mortgage, all Reserve
Accounts shall be Eligible Accounts and funds therein may be invested in
Permitted Investments in accordance with the provisions of Section 3.06.
Interest and investment income on funds held in any Reserve Fund will be for the
benefit of the Master Servicer subject to its withdrawal, but only to the extent
it is not otherwise required to be paid to the related Borrower pursuant to
applicable law and/or the related loan documents. The Special Servicer shall
promptly deliver all Reserve Funds received by it to the Master Servicer for
deposit in the applicable Reserve Account.
(e) To the extent an operations and maintenance plan is
required to be established and executed pursuant to the terms of a Mortgage
Loan, the Master Servicer shall request from the Borrower written confirmation
thereof within a reasonable time after the later of the Closing Date and the
date as
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of which such plan is required to be established or completed. To the extent any
other action or remediation with respect to environmental matters is required to
have been taken or completed pursuant to the terms of the related Mortgage Loan
documents, the Master Servicer shall request from the Borrower written
confirmation of such action and remediations within a reasonable time after the
later of the Closing Date and the date as of which such action or remediations
are required to have been taken or completed. To the extent that a Borrower
shall fail to promptly respond to any inquiry described in this Section 3.03(e),
the Master Servicer shall notify the Trustee, the Special Servicer and the
Controlling Class Representative. The Master Servicer shall promptly notify the
Trustee, the Special Servicer and the Controlling Class Representative if the
Master Servicer shall determine that any Borrower has failed to perform its
obligations under the related Mortgage Loan in respect of environmental matters.
(f) Subject to applicable law and the terms of the related
Mortgage Loan documents, funds in the Servicing Accounts and the Reserve
Accounts may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06.
SECTION 3.04. Collection Account, Distribution Account,
Interest Reserve Account and Gain on Sale Reserve
Fund.
(a) The Master Servicer shall segregate and hold all funds
collected and received in connection with the Mortgage Pool separate and apart
from its own funds and general assets. In connection therewith, the Master
Servicer shall establish and maintain one or more segregated accounts
(collectively, the "Collection Account"), in which the funds described below are
to be deposited and held on behalf of the Trustee in trust for the benefit of
the Certificateholders. Each account that constitutes the Collection Account
shall be an Eligible Account. The Master Servicer shall deposit or cause to be
deposited in the Collection Account, within two Business Days of receipt (in the
case of payments by Borrowers or other collections on the Mortgage Loans) or as
otherwise required hereunder, the following payments and collections received or
made by or on behalf of the Master Servicer in respect of the Mortgage Pool
subsequent to the Closing Date (other than in respect of scheduled payments of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date (or, in the case of a Replacement Mortgage Loan, on or before the
related date of substitution), which payments shall be delivered promptly to the
related Mortgage Loan Seller or its designee, with negotiable instruments
endorsed as necessary and appropriate without recourse):
(i) all payments, from whatever source, or transfers from a
debt service reserve account, on account of principal of the Mortgage
Loans, including Principal Prepayments;
(ii) all payments, from whatever source, or transfers from a
debt service reserve account, on account of interest on the Mortgage
Loans, including Default Interest and Post-ARD Additional Interest;
(iii) all Prepayment Premiums, Yield Maintenance Charges and late
payment charges received in respect of the Mortgage Loans;
(iv) all Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds received in respect of the Mortgage Loans;
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(v) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds held in the Collection Account;
(vi) any amounts required to be deposited by the Master Servicer
or the Special Servicer pursuant to Section 3.07(b) in connection with
losses resulting from a deductible clause in a blanket or master force
place hazard policy;
(vii) any amounts required to be transferred from any REO Account
pursuant to Section 3.16(c); and
(viii) insofar as they do not constitute Escrow Payments, any
amounts paid by a Borrower specifically to cover items for which a
Servicing Advance has been made.
The foregoing requirements for deposit in the Collection Account
shall be exclusive. Without limiting the generality of the foregoing, (A) actual
payments from Borrowers in the nature of Escrow Payments, assumption fees,
assumption application fees, extension fees, modification fees, charges for
beneficiary statements or demands and amounts collected for checks returned for
insufficient funds, need not be deposited by the Master Servicer in the
Collection Account and (B) with respect to any amount representing a
sub-servicing fee that otherwise would be required to be deposited by the Master
Servicer in the Collection Account and that, once so deposited, would have been
permitted to be withdrawn immediately from the Collection Account pursuant to
Section 3.05 as part of the payment of the Master Servicing Fee, such amount
shall be deemed to have been deposited to and withdrawn from the Collection
Account for such purpose to the extent that such sum has been retained by the
Sub-Servicer pursuant to the related Sub-Servicing Agreement. The Master
Servicer shall promptly deliver to the Special Servicer any of the foregoing
items received by it, if and to the extent that such items constitute Additional
Special Servicing Compensation. If the Master Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.
Upon receipt of any of the amounts described in clauses (i)
through (iv) and (viii) of the first paragraph of this Section 3.04(a) with
respect to any Mortgage Loan, the Special Servicer shall promptly, but in no
event later than one Business Day after receipt, remit such amounts to the
Master Servicer for deposit into the Collection Account, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement. With respect
to any such amounts paid by check to the order of the Special Servicer, the
Special Servicer shall endorse such check to the order of the Master Servicer
(in its capacity as such), without recourse, representation or warranty, unless
the Special Servicer determines, consistent with the Servicing Standard, that a
particular item cannot be so endorsed and delivered because of a restrictive
endorsement. Any such amounts received by the Special Servicer with respect to
an REO Property shall be deposited by the Special Servicer into the REO Account
and remitted to the Master Servicer for deposit into the Collection Account
pursuant to Section 3.16(c).
(b) The Certificate Administrator shall establish and maintain
one or more segregated accounts (collectively, the "Distribution Account"), to
be held on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each account that constitutes the Distribution Account shall
be an Eligible Account. The Certificate Administrator shall, as a bookkeeping
matter, establish and maintain two sub-accounts of the Distribution Account (i)
one of which sub-accounts (such sub-account, the "REMIC Sub-Account") shall be
deemed to be held in trust for the benefit of the Holders of the REMIC
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III Regular Interest Certificates and the Class R Certificates and (ii) one of
which sub-accounts (such sub-account, the "Class Y Sub-Account") shall be deemed
to be held in trust for the benefit of the Holders of the Class Y Certificates.
By 2:00 p.m. (New York City time) on each Master Servicer Remittance Date, the
Master Servicer shall deliver to the Certificate Administrator, for deposit in
the Distribution Account, an aggregate amount of immediately available funds
equal to the Master Servicer Remittance Amount for such Master Servicer
Remittance Date. Immediately upon deposit of the Master Servicer Remittance
Amount for any Master Servicer Remittance Date into the Distribution Account,
any portion thereof that represents any Post-ARD Additional Interest related to
the ARD Loans shall be deemed to have been deposited into the Class Y
Sub-Account, and the remaining portion thereof shall be deemed to have been
deposited into the REMIC Sub-Account. In addition, the Master Servicer shall, as
and when required hereunder, deliver to the Certificate Administrator for
deposit in the Distribution Account any P&I Advances and Compensating Interest
Payments required to be made by the Master Servicer hereunder. Furthermore, any
amounts paid by any party hereto to indemnify the Trust Fund pursuant to any
provision hereof shall be delivered to the Certificate Administrator for deposit
in the Distribution Account. The Certificate Administrator shall, upon receipt,
deposit in the Distribution Account any and all amounts received or, pursuant to
Section 4.03, advanced by the Trustee or any Fiscal Agent that are required by
the terms of this Agreement to be deposited therein. As and when required
pursuant to Section 3.05(c), the Certificate Administrator shall transfer
Interest Reserve Amounts in respect of the Interest Reserve Loans from the
Interest Reserve Account to the Distribution Account. Furthermore, as and when
required pursuant to Section 3.05(d), the Certificate Administrator shall
transfer monies from the Gain on Sale Reserve Fund to the Distribution Account.
If the Certificate Administrator shall deposit in the Distribution Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Distribution Account, any provision herein to the contrary
notwithstanding.
(c) The Certificate Administrator shall establish and maintain
one or more accounts (collectively, the "Interest Reserve Account") to be held
on behalf of the Trustee in trust for the benefit of the Certificateholders.
Each account that constitutes the Interest Reserve Account shall be an Eligible
Account. On the Distribution Date in January (except during a leap year) and
February of each calendar year, commencing in 2001, prior to any distributions
being made in respect of the Certificates on such Distribution Date, the
Certificate Administrator shall, with respect to each Interest Reserve Loan,
withdraw from the Distribution Account and deposit in the Interest Reserve
Account an amount equal to the Interest Reserve Amount, if any, in respect of
such Interest Reserve Loan for such Distribution Date; provided that no such
transfer of monies from the Distribution Account to the Interest Reserve Account
shall be made on the Final Distribution Date.
(d) Upon or prior to the occurrence of the liquidation of any
defaulted Mortgage Loan or REO Property, the Certificate Administrator shall
establish and maintain one or more accounts (collectively, the "Gain on Sale
Reserve Fund") to be held on behalf of the Trustee in trust for the benefit of
the Certificateholders. Each account that constitutes the Gain on Sale Reserve
Fund shall be an Eligible Account. On each Distribution Date that relates to a
Collection Period during which a liquidation of any defaulted Mortgage Loan or
REO Property occurred, the Certificate Administrator shall deposit in the Gain
on Sale Reserve Fund those amounts available to be deposited pursuant to Section
4.01(c)(i); provided that no such deposit of monies to the Gain on Sale Reserve
Fund shall be made on the Final Distribution Date.
(e) Funds in the Collection Account may be invested in
Permitted Investments in accordance with the provisions of Section 3.06. Funds
in the Distribution Account, the Interest Reserve Account and the Gain on Sale
Reserve Fund shall remain uninvested. The Master Servicer shall give
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notice to the other parties hereto of the location of the Collection Account as
of the Closing Date and of the new location of the Collection Account prior to
any change thereof. The Distribution Account, Interest Reserve Account and Gain
on Sale Reserve Fund shall be held at The Chase Manhattan Bank as of the Closing
Date, and the Certificate Administrator shall give notice to the parties hereto
of the new location of each of the Distribution Account, Interest Reserve
Account and Gain on Sale Reserve Fund prior to any change thereof.
SECTION 3.05. Permitted Withdrawals From the Collection
Account, the Distribution Account, the Interest
Reserve Account and the Gain on Sale Reserve
Fund.
(a) The Master Servicer may, from time to time, make withdrawals
from the Collection Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in
the Distribution Account the Master Servicer Remittance Amount for each
Master Servicer Remittance Date and any amounts that may be applied to
make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse any Fiscal Agent, the Trustee or itself, in
that order, for unreimbursed P&I Advances made thereby (in each case,
with its own funds), any Fiscal Agent's, the Trustee's and the Master
Servicer's, as the case may be, respective rights to reimbursement
pursuant to this clause (ii) with respect to any P&I Advance (other than
Nonrecoverable P&I Advances, which are reimbursable pursuant to clause
(vii) below) being limited to amounts that represent Late Collections of
interest and principal received in respect of the particular Mortgage
Loan or REO Mortgage Loan as to which such P&I Advance was made (net of
related Master Servicing Fees, Special Servicer's Standby Fees and/or
Workout Fees);
(iii) to pay to itself earned and unpaid Master Servicing Fees,
and to pay the Special Servicer earned and unpaid Special Servicer's
Standby Fees, in respect of each Mortgage Loan and REO Mortgage Loan, the
Master Servicer's and the Special Servicer's respective rights to payment
pursuant to this clause (iii) with respect to any Mortgage Loan or REO
Mortgage Loan being limited to amounts received on or in respect of such
Mortgage Loan (whether in the form of payments, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds) or such REO Mortgage Loan
(whether in the form of REO Revenues, Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds) that are allocable as interest thereon;
(iv) to pay to the Special Servicer, out of general collections
on the Mortgage Loans and any REO Properties, earned and unpaid Special
Servicing Fees in respect of each Specially Serviced Mortgage Loan and
REO Mortgage Loan;
(v) to pay the Special Servicer (or, if applicable, any
predecessor thereto) earned and unpaid Workout Fees and Liquidation Fees
to which it is entitled pursuant to, and from the sources contemplated
by, the second and third paragraphs of Section 3.11(c);
(vi) to reimburse, any Fiscal Agent, the Trustee, itself or the
Special Servicer, in that order, for any unreimbursed Servicing Advances
made thereby (in each case, with its own funds), any Fiscal Agent's, the
Trustee's, the Master Servicer's and the Special Servicer's, as the case
may be, respective rights to reimbursement pursuant to this clause (vi)
with respect to any
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Servicing Advance (other than Nonrecoverable Servicing Advances, which
are reimbursable pursuant to clause (vii) below) being limited to (A)
payments made by the related Borrower that are allocable to cover the
item in respect of which such Servicing Advance was made, and (B)
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if
applicable, REO Revenues received in respect of the particular Mortgage
Loan or REO Property as to which such Servicing Advance was made;
(vii) to reimburse any Fiscal Agent, the Trustee, itself or the
Special Servicer, in that order, out of general collections on the
Mortgage Loans and any REO Properties, for any unreimbursed Advances made
thereby that have been determined to be Nonrecoverable Advances;
(viii) to the extent that, during any Collection Period, the
Master Servicer has reimbursed or is reimbursing any Fiscal Agent, the
Trustee, itself or the Special Servicer, the Trustee or any Fiscal Agent,
as applicable, for any unreimbursed Advance pursuant to clause (ii), (vi)
or (vii) above or pursuant to Section 3.03(c), and insofar as payment has
not already been made, to also pay such Person, as the case may be, out
of Default Charges on deposit in the Collection Account that were
collected on any Mortgage Loan or REO Mortgage Loan during such
Collection Period, any related Advance Interest accrued and payable on
the portion of such Advance so reimbursed or being reimbursed;
(ix) to the extent that, during any Collection Period, the
Master Servicer has reimbursed or is reimbursing any Fiscal Agent, the
Trustee, itself or the Special Servicer, as applicable, for any
unreimbursed Advance pursuant to clause (ii), (vi) or (vii) above or
pursuant to Section 3.03(c), and insofar as payment has not already been
made, and the Default Charges collected during such Collection Period are
not sufficient to make such payment pursuant to clause (viii) above, to
also pay such Person, out of general collections on the Mortgage Loans
and any REO Properties, any related Advance Interest accrued and payable
on the portion of such Advance so reimbursed or being reimbursed;
(x) to pay itself any items of Additional Master Servicing
Compensation on deposit in the Collection Account from time to time;
(xi) to pay to the Special Servicer any items of Additional
Special Servicing Compensation on deposit in the Collection Account from
time to time;
(xii) to pay any unpaid Liquidation Expenses incurred with
respect to any Mortgage Loan or REO Property, such payments to be made
solely from Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and, if applicable, REO Revenues received in respect of such
Mortgage Loan or REO Property, as the case may be;
(xiii) to pay, in accordance with Section 3.11(i), out of general
collections on the Mortgage Loans and any REO Properties, certain
servicing expenses that would, if advanced, constitute Nonrecoverable
Servicing Advances;
(xiv) to pay, out of general collections on the Mortgage Loans
and any REO Properties, for costs and expenses incurred by or on behalf
of the Trust Fund (A) pursuant to Section 2.03(e), (B) pursuant to
Section 3.09(c) (other than the costs of environmental testing, which
are
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to be covered by, and reimbursable as, a Servicing Advance) and (C) pursuant to
the first sentence of Section 3.12(a);
(xv) to pay itself, the Special Servicer, the Tax Administrator,
the Certificate Administrator, the Custodian, the Depositor, the Trustee,
any Fiscal Agent, or any of their respective directors, officers,
members, managers, employees and agents, as the case may be, out of
general collections on the Mortgage Loans and any REO Properties, any
amounts payable to any such Person pursuant to Section 4.06, Section
6.03, Section 7.01(b), Section 8.05(b), Section 8.13 or Section 10.03, as
applicable;
(xvi) to pay, out of general collections on the Mortgage Loans
and any REO Properties, for (A) the cost of the Opinion of Counsel
contemplated by Section 11.02(a), and (B) the cost of recording this
Agreement in accordance with Section 11.02(a);
(xvii) to pay, out of general collections on the Mortgage Loans
and any REO Properties, for any expense (including the reasonable fees of
tax accountants and attorneys) incurred by the Tax Administrator pursuant
to Section 3.17(a)(iii) in connection with providing advice to the
Special Servicer;
(xviii) to pay to the Master Servicer, the Special Servicer, the
Trustee, any Fiscal Agent, the Tax Administrator, the Certificate
Administrator, the Custodian or the Depositor, as the case may be, any
amount specifically required to be paid to such Person at the expense of
the Trust Fund under any provision of this Agreement to which reference
is not made in any other clause of this Section 3.05(a), it being
acknowledged that this clause (xviii) shall not be construed to modify
any limitation otherwise set forth in this Agreement on the time at which
any Person is entitled to payment or reimbursement of any amount or the
funds from which any such payment or reimbursement is permitted to be
made;
(xix) to pay itself, the Special Servicer, a Mortgage Loan Seller,
a Controlling Class Certificateholder or any other particular Person, as
the case may be, with respect to each Mortgage Loan, if any, previously
purchased or otherwise removed from the Trust Fund by such Person
pursuant to or as contemplated by this Agreement, all amounts received
thereon subsequent to the date of purchase; and
(xx) to clear and terminate the Collection Account at the
termination of this Agreement pursuant to Section 9.01.
If amounts on deposit in the Collection Account at any particular
time (after withdrawing any portion of such amounts deposited in the Collection
Account in error) are insufficient to satisfy all payments, reimbursements and
remittances to be made therefrom as set forth in clauses (ii) through (xix)
above, then the corresponding withdrawals from the Collection Account shall be
made in the following priority and subject to the following rules: (A) if the
payment, reimbursement or remittance is to be made from a specific source of
funds, then such payment, reimbursement or remittance shall be made from that
specific source of funds on a pro rata basis with any and all other payments,
reimbursements and remittances to be made from such specific source of funds,
provided that where, as in clauses (ii), and (vi), an order of priority is set
forth to govern the application of funds withdrawn from the Collection Account
pursuant to such clauses, payments, reimbursements or remittances pursuant to
any such clause shall be made in such order of priority to the extent of
available funds; and (B) if the payment, reimbursement or remittance can be made
from any funds on deposit in the Collection
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Account, then (following any withdrawals made from the Collection Account in
accordance with the immediately preceding clause (A) above) such payment,
reimbursement or remittance shall be made from the general funds remaining on a
pro rata basis with any and all other payments, reimbursements or remittances to
be made from such general funds, provided that where, as in clause (vii), an
order of priority is set forth to govern the application of funds withdrawn from
the Collection Account pursuant to such clause, payments, reimbursements or
remittances pursuant to such clause shall be made in such order of priority to
the extent of available funds.
The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, in
connection with any withdrawal from the Collection Account pursuant to any of
clauses (ii) through (xix) above.
The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) from the Collection
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or any such third party contractor) is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Collection Account.
(b) The Certificate Administrator shall, from time to time,
make withdrawals from the Distribution Account for each of the following
purposes (the order set forth below not constituting an order of priority for
such withdrawals):
(i) to make distributions to Certificateholders on each
Distribution Date pursuant to Section 4.01;
(ii) to pay the Trustee or any of the Trustee's directors,
officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, including
the Trustee's Fee;
(iii) to pay the Certificate Administrator, the Custodian, the
Tax Administrator, any Fiscal Agent or any of their respective directors,
officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Sections 4.06, 8.05(b),
8.13(a) and/or 10.03;
(iv) to pay for the cost of the Opinions of Counsel sought by
the Trustee as contemplated by Section 11.01(a) or 11.01(c) in connection
with any amendment to this Agreement requested by the Trustee which
amendment is in furtherance of the rights and interests of
Certificateholders;
(v) to pay any and all federal, state and local taxes imposed
on any REMIC Pool or on the assets or transactions of any REMIC Pool,
together with all incidental costs and expenses, and any and all expenses
relating to tax audits, if and to the extent that either (A) none of the
parties hereto are liable therefor pursuant to Section 10.01(b) and/or
Section 10.01(f) or (B) any such Person that may be so liable has failed
to timely make the required payment;
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(vi) to transfer Interest Reserve Amounts in respect of the
Interest Reserve Loans to the Interest Reserve Account as and when
required by Section 3.04(c); and
(vii) to clear and terminate the Distribution Account at the
termination of this Agreement pursuant to Section 9.01.
(c) On the Master Servicer Remittance Date in March of each
year (commencing in March 2001), and in any event on the Master Servicer
Remittance Date that occurs in the same calendar month as the Final Distribution
Date, the Certificate Administrator shall withdraw from the Interest Reserve
Account and deposit in the Distribution Account all Interest Reserve Amounts in
respect of the Interest Reserve Loans then on deposit in the Interest Reserve
Account.
(d) On the Master Servicer Remittance Date, the Certificate
Administrator shall withdraw from the Gain on Sale Reserve Fund and deposit in
the Distribution Account, for distribution on such Distribution Date, an amount
equal to the lesser of (i) the entire amount, if any, then on deposit in the
Gain on Sale Reserve Fund and (ii) the excess, if any, of the aggregate amount
distributable on such Distribution Date pursuant to Sections 4.01(a) and
4.01(b), over the Standard Available Distribution Amount for such Distribution
Date (calculated without regard to such transfer from the Gain on Sale Reserve
Fund to the Distribution Account); provided, that on the Business Day prior to
the Final Distribution Date, the Certificate Administrator shall withdraw from
the Gain on Sale Reserve Fund and deposit in the Distribution Account, for
distribution on such Distribution Date, any and all amounts then on deposit in
the Gain on Sale Reserve Fund.
(e) The Trustee, any Fiscal Agent, the Depositor, the Master
Servicer and the Special Servicer, as applicable, shall in all cases have a
right prior to the Certificateholders to any particular funds on deposit in the
Collection Account and the Distribution Account from time to time for the
reimbursement or payment of compensation, Advances (with interest thereon at the
Reimbursement Rate) and their respective expenses hereunder (or, in the case of
such expenses, to have such funds paid directly to third party contractors from
any invoices approved by the Trustee, any Fiscal Agent, the Depositor, the
Master Servicer or the Special Servicer, as applicable), but only if and to the
extent such compensation, Advances (with interest) and expenses are to be
reimbursed or paid from such particular funds on deposit in the Collection
Account or the Distribution Account pursuant to the express terms of this
Agreement.
SECTION 3.06. Investment of Funds in the Collection Account,
Servicing Accounts, Reserve Accounts and the REO
Account.
(a) The Master Servicer may direct (pursuant to a standing
order or otherwise) any depository institution (including the Certificate
Administrator) maintaining the Collection Account or any Servicing Account or
Reserve Account held by it, and the Special Servicer may direct (pursuant to a
standing order or otherwise) any depository institution maintaining the REO
Account, to invest, or if it is such depository institution, may itself invest,
the funds held therein (each such account, for purposes of this Section 3.06, an
"Investment Account") in (but only in) one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, no later
than the Business Day immediately preceding the next succeeding date on which
such funds are required to be withdrawn from such account pursuant to this
Agreement or the related Mortgage Loan documents, as applicable; provided that
any such investment of funds in any Servicing Account or Reserve Account shall
be subject to applicable law and the terms of the related Mortgage Loan
documents; and provided, further, that the funds in any Investment Account shall
remain uninvested unless and until the Master Servicer or
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Special Servicer, as applicable, gives timely investment instructions with
respect thereto pursuant to this Section 3.06. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Trustee (in its capacity
as such). The Master Servicer (with respect to Permitted Investments of amounts
in the Collection Account, the Servicing Accounts and the Reserve Accounts) and
the Special Servicer (with respect to Permitted Investments of amounts in the
REO Account), acting on behalf of the Trustee, shall (and Trustee hereby
designates the Master Servicer and the Special Servicer, as applicable, as the
Person that shall) (i) be the "entitlement holder" of any Permitted Investment
that is a "security entitlement" and (ii) maintain "control" of any Permitted
Investment that is either a "certificated security" or an "uncertificated
security". For purposes of this Section 3.06(a), the terms "entitlement holder",
"security entitlement", "control", "certificated security" and "uncertificated
security" shall have the meanings given such terms in Revised Article 8 (1994
Revision) of the UCC, and "control" of any Permitted Investment by the Master
Servicer or the Special Servicer shall constitute "control" by a Person
designated by, and acting on behalf of, the Trustee for purposes of Revised
Article 8 (1994 Revision) of the UCC. If amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the Master Servicer (in the case of the Collection Account or any Servicing
Account or Reserve Account) or the Special Servicer (in the case of the REO
Account) shall:
(x) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such
Permitted Investment may otherwise mature hereunder in an
amount at least equal to the lesser of (1) all amounts then
payable thereunder and (2) the amount required to be
withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon
determination by the Master Servicer or the Special
Servicer, as the case may be, that such Permitted
Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment
Account.
(b) Whether or not the Master Servicer directs the investment
of funds in the Collection Account, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for such Investment Account for each Collection Period, shall be for the sole
and exclusive benefit of the Master Servicer and shall be subject to its
withdrawal in accordance with Section 3.05(a). Whether or not the Master
Servicer directs the investment of funds in any Servicing Account or Reserve
Account, interest and investment income realized on funds deposited therein, to
the extent of the Net Investment Earnings, if any, for such Investment Account
for each Collection Period and, further, if and to the extent not required to be
paid to the related Borrower pursuant to applicable law or the terms of the
related Mortgage Loan, shall be for the sole and exclusive benefit of the Master
Servicer and shall be subject to withdrawal from time to time in accordance with
Section 3.03. Whether or not the Special Servicer directs the investment of
funds in the REO Account, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in any Investment Account (other than a loss
of what would otherwise have constituted investment earnings and, in the case of
a Servicing Account or an REO Account, other than a loss of an investment made
for the benefit of the related Borrower, which is either invested at the
direction of the related Borrower or as required under the related Mortgage Loan
documents), the Master Servicer (in the case of the Collection Account and any
Servicing Account or Reserve Account) and the Special Servicer (in the case of
the REO Account) shall promptly deposit therein from its own funds, without
right of reimbursement, no
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later than the end of the Collection Period during which such loss was incurred,
the amount of the Net Investment Loss, if any, in respect of such Investment
Account for such Collection Period (or, in the case of a Servicing Account or
Reserve Account, the entire amount of such loss).
(c) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of any payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, and the Master Servicer or the Special Servicer, as
applicable, has not taken such action, the Trustee may, and, subject to Section
8.02, upon the request of Holders of Certificates entitled to not less than 25%
of the Voting Rights allocated to any Class of REMIC III Regular Interest
Certificates, the Trustee shall, take such action to enforce such payment or
performance, including the institution and prosecution of appropriate legal
proceedings.
(d) Amounts on deposit in the Distribution Account, the
Interest Reserve Account and the Gain on Sale Reserve Fund shall remain
uninvested.
(e) Notwithstanding the investment of funds held in any
Investment Account, for purposes of the calculations hereunder, including the
calculation of the Standard Available Distribution Amount and the Master
Servicer Remittance Amount, the amounts so invested shall be deemed to remain on
deposit in such Investment Account.
SECTION 3.07. Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage.
(a) Each of the Master Servicer and Special Servicer shall, as
to those Mortgage Loans it is obliged to service hereunder, use reasonable
efforts in accordance with the Servicing Standard to cause the related Borrower
to maintain (and, if the related Borrower does not so maintain, the Master
Servicer (even in the case of Specially Serviced Mortgage Loans) shall itself
maintain with Qualified Insurers with the Required Claims Paying Rating (with
the cost thereof to be covered by, and reimbursable as, a Servicing Advance,
subject to Sections 3.11(h) and 3.11(i) hereof), to the extent the Trustee, as
mortgagee on behalf of the Certificateholders, has an insurable interest and to
the extent available at commercially reasonable rates) all insurance coverage as
is required under the related Mortgage subject to applicable law); provided that
if any Mortgage permits the holder thereof to dictate to the Borrower the
insurance coverage to be maintained on such Mortgaged Property, the Master
Servicer or Special Servicer, as appropriate, shall impose such insurance
requirements as are consistent with the Servicing Standard. The Special Servicer
shall also cause to be maintained for each REO Property, in each case with a
Qualified Insurer that possesses (or whose obligations are guaranteed or backed,
in writing, by an entity having) the Required Claims-Paying Ratings at the time
such policy is purchased, no less insurance coverage than was previously
required of the related Borrower under the related Mortgage and, if the related
Mortgage did not so require, hazard insurance, public liability insurance,
business interruption or rent loss insurance and, to the extent consistent with
the Servicing Standard, flood and earthquake insurance, all in such amounts as
are consistent with the Servicing Standard, and the Special Servicer shall be
reimbursed for the premium costs thereof as a Servicing Advance pursuant to and
to the extent permitted under Section 3.05(a). All such insurance policies shall
contain a "standard" mortgagee clause, with loss payable to the Master Servicer
on behalf of the Trustee (in the case of insurance maintained in respect of the
Mortgaged Properties) or the Special Servicer (in the case of insurance
maintained in respect of REO Properties) shall be issued by an insurer
authorized under applicable law to issue such insurance, and, unless prohibited
by the related Mortgage, may contain a deductible clause (not in excess of a
customary amount). Any amounts collected by the Master Servicer or the Special
Servicer under any such policies (other than amounts to be applied to the
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restoration or repair of the related Mortgaged Property or REO Property or
amounts to be released to the related Borrower, in each case in accordance with
the Servicing Standard) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.05(a), in the case of amounts received in
respect of a Mortgage Loan, or in the REO Account, subject to withdrawal
pursuant to Section 3.16(c), in the case of amounts received in respect of an
REO Property. Any cost incurred by the Master Servicer or the Special Servicer,
as applicable in maintaining any such insurance shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders, be added to
unpaid principal balance or Stated Principal Balance of the related Mortgage
Loan, notwithstanding that the terms of such Mortgage Loan so permit; provided,
however, that this provision is in no way intended to affect amounts due and
owing from the related Borrower under such Mortgage Loan.
(b) If the Master Servicer or the Special Servicer shall obtain
and maintain a blanket policy insuring against hazard losses on any or all of
the Mortgaged Properties (in the case of the Master Servicer) or REO Properties
(in the case of the Special Servicer), then, to the extent such policy (i) is
obtained from a Qualified Insurer that possesses (or whose obligations are
guaranteed or backed, in writing, by an entity having) the Required
Claims-Paying Ratings, and (ii) provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer, as the
case may be, shall conclusively be deemed to have satisfied its obligation to
cause hazard insurance to be maintained on the Mortgaged Properties or REO
Properties, as applicable, so covered, and the premium costs thereof shall be,
if and to the extent they are specifically attributable either to a specific
Mortgaged Property during any period that the related Borrower has failed to
maintain the hazard insurance required under the related Mortgage Loan in
respect of such Mortgaged Property or to a specific REO Property, a Servicing
Advance reimbursable pursuant to and to the extent permitted under Section
3.05(a); provided that, to the extent that such premium costs are attributable
to properties other than Mortgaged Properties and/or REO Properties or are
attributable to Mortgaged Properties as to which the hazard insurance required
under the related Mortgage Loan is being maintained, they shall be borne by the
Master Servicer or Special Servicer, as the case may be, without right of
reimbursement. Such a blanket policy may contain a deductible clause (not in
excess of a customary amount), in which case the Master Servicer or the Special
Servicer, as appropriate, shall, if there shall not have been maintained on the
related Mortgaged Property or REO Property, as applicable, a hazard insurance
policy complying with the requirements of Section 3.07(a), and there shall have
been one or more losses which would have been covered by such property specific
policy (taking into account any deductible clause that would have been permitted
therein), promptly deposit into the Collection Account from its own funds
(without right of reimbursement) the amount of such losses up to the difference
between the amount of the deductible clause in such blanket policy and the
amount of any deductible clause that would have been permitted under such
property specific policy. The Master Servicer and the Special Servicer each
agree to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy maintained by it in a
timely fashion in accordance with the terms of such policy.
If the Master Servicer shall cause any Mortgaged Property or the
Special Servicer shall cause any REO Property to be covered by a master single
interest insurance policy naming the Master Servicer or the Special Servicer, as
applicable, on behalf of the Trustee as the loss payee, then to the extent such
policy (i) is obtained from a Qualified Insurer that possesses (or whose
obligations are guaranteed or backed, in writing, by an entity having) the
Required Claims-Paying Ratings and (ii) provides protection equivalent to the
individual policies otherwise required, the Master Servicer or the Special
Servicer, as applicable, shall conclusively be deemed to have satisfied its
obligation to cause such insurance to be maintained on such Mortgaged Property
(in the case of the Master Servicer) or
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REO Property (in the case of the Special Servicer). If the Master Servicer shall
cause any Mortgaged Property as to which the related Borrower has failed to
maintain the required insurance coverage, or the Special Servicer shall cause
any REO Property, to be covered by such master single interest insurance policy,
then the incremental costs of such insurance applicable to such Mortgaged
Property or REO Property (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgaged Property or REO Property is
covered thereby) paid by the Master Servicer or the Special Servicer, as
applicable, shall constitute a Servicing Advance. The Master Servicer shall,
consistent with the Servicing Standard and the terms of the related Mortgage
Loan documents, pursue the related Borrower for the amount of such incremental
costs. All other costs associated with any such master single interest insurance
policy (including any minimum or standby premium payable for such policy) shall
be borne by the Master Servicer or Special Servicer, as the case may be, without
right of reimbursement. Such master single interest insurance policy may contain
a deductible clause (not in excess of a customary amount), in which case the
Master Servicer or the Special Servicer, as applicable, shall, in the event that
there shall not have been maintained on the related Mortgaged Property or REO
Property, as the case may be, a policy otherwise complying with the provisions
of Section 3.07(a), and there shall have been one or more losses which would
have been covered by such property specific policy had it been maintained,
promptly deposit into the Collection Account from its own funds (without right
of reimbursement) the amount not otherwise payable under the master single
interest policy because of such deductible clause, to the extent that any such
deductible exceeds the deductible limitation that pertained to the related
Mortgage Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.
(c) On or before the Closing Date, with respect to each of the
Environmentally Insured Mortgage Loans, the Depositor shall notify the insurer
under the related Environmental Insurance Policy and take all other action
necessary for the Trustee, on behalf of the Certificateholders, to be an insured
(and for the Master Servicer, on behalf of the Trust, to make claims) under such
Environmental Insurance Policy. In the event that the Master Servicer has actual
knowledge of any event (an "Insured Environmental Event") giving rise to a claim
under any Environmental Insurance Policy in respect of any Environmentally
Insured Mortgage Loan for which the Borrower has not filed a claim, the Master
Servicer shall, in accordance with the terms of such Environmental Insurance
Policy and the Servicing Standard, timely make a claim thereunder with the
appropriate insurer and shall take such other actions necessary under such
Environmental Insurance Policy in order to realize the full value thereof for
the benefit of the Certificateholders. With respect to each Environmental
Insurance Policy in respect of an Environmentally Insured Mortgage Loan, the
Master Servicer shall review and familiarize itself with the terms and
conditions relating to enforcement of claims and shall monitor the dates by
which any claim must be made or any action must be taken under such policy to
realize the full value thereof for the benefit of the Certificateholders in the
event the Master Servicer has actual knowledge of an Insured Environmental Event
giving rise to a claim under such policy.
The Master Servicer shall abide by the terms and conditions
precedent to payment of claims under the Environmental Insurance Policies with
respect to the Environmentally Insured Mortgage Loans and take all such action
as may be required to comply with the terms and provisions of such policies in
order to maintain such policies in full force and effect and to make claims
thereunder.
In the event that the Master Servicer receives notice of any
termination of any Environmental Insurance Policy with respect to
Environmentally Insured Mortgage Loan, the Master Servicer shall, within five
Business Days after receipt of such notice, notify the Special Servicer, the
Controlling Class Representative, the Rating Agencies and the Trustee of such
termination in writing. Upon receipt of such notice, the Master Servicer shall
address such termination in accordance with
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Section 3.07(a). Any legal fees, premiums or other out-of-pocket costs incurred
in accordance with the Servicing Standard in connection with enforcing the
obligations of the Borrower under any Environmental Insurance Policy a
resolution of such termination of an Environmental Insurance Policy shall be
paid by the Master Servicer and shall be reimbursable to it as a Servicing
Advance.
Without limiting its obligations hereunder with respect to any
other Mortgage Loan, the Master Servicer shall monitor the actions, and enforce
the obligations, of the related Borrower under each Environmentally Insured
Mortgage Loan insofar as such actions/obligations relate to (i) to the extent
consistent with Section 3.07(a), the maintenance (including, without limitation,
any required renewal) of an Environmental Insurance Policy with respect to the
related Mortgaged Property or (ii) environmental testing or remediation at the
related Mortgaged Property.
(d) Each of the Master Servicer and the Special Servicer shall
at all times during the term of this Agreement keep in force with Qualified
Insurers that possess (or whose obligations are guaranteed or backed, in
writing, by entities having) the Required Claims-Paying Ratings, a fidelity bond
in such form and amount as would permit it to be a qualified Fannie Mae or
Freddie Mac seller-servicer of multifamily mortgage loans. Each of the Master
Servicer and the Special Servicer shall be deemed to have complied with the
foregoing provision if an Affiliate thereof has such fidelity bond coverage and,
by the terms of such fidelity bond, the coverage afforded thereunder extends to
the Master Servicer or the Special Servicer, as the case may be.
In addition, each of the Master Servicer and the Special Servicer
shall at all times during the term of this Agreement keep in force with
Qualified Insurers that possess (or whose obligations are guaranteed or backed,
in writing, by entities having) the Required Claims-Paying Ratings, a policy or
policies of insurance covering loss occasioned by the errors and omissions of
its officers and employees in connection with its obligation to service the
Mortgage Loans for which it is responsible hereunder, which policy or policies
shall be in such form and amount as would permit it to be a qualified Fannie Mae
or Freddie Mac seller-servicer of multifamily mortgage loans.
(e) All insurance coverage required to be maintained under this
Section 3.07 shall be obtained from Qualified Insurers.
SECTION 3.08. Enforcement of Alienation Clauses.
The Master Servicer (with respect to Mortgage Loans other than
Specially Serviced Mortgage Loans) and the Special Servicer (with respect to
Specially Serviced Mortgage Loans), on behalf of the Trustee as the mortgagee of
record, shall evaluate any right to transfer and, subject to Section 3.24, shall
enforce the restrictions contained in any Mortgage on transfers or further
encumbrances of the related Mortgaged Property and on transfers of interests in
the related Borrower, unless the Master Servicer or the Special Servicer, as
appropriate, has determined, in its reasonable, good faith judgment, that waiver
of such restrictions would be in accordance with the Servicing Standard;
provided that the Master Servicer shall not waive any right it has, or grant any
consent it is otherwise entitled to withhold, under any related "due-on-sale" or
"due-on-encumbrance" clause unless and until (i) it has so notified the Special
Servicer in writing and provided the Special Servicer with any written or
electronic information (and a written recommendation and rationale therefor) in
the Master Servicer's possession regarding the affected Mortgage Loan that the
Special Servicer may reasonably request within ten Business Days of receiving
such written notice and (ii) the Special Servicer has consented to such action
(such consent to be given or withheld in accordance with the Servicing Standard
and to be deemed given if the Special Servicer does not object to such action
within ten
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Business Days after receiving such additional information from the Master
Servicer (or, if it did not request additional information, within five Business
Days after receiving such written notice)); and provided, further, that neither
the Master Servicer nor the Special Servicer shall waive any right it has, or
grant any consent it is otherwise entitled to withhold, under any related
"due-on-encumbrance" clause until it has received written confirmation from each
Rating Agency that such action would not result in an Adverse Rating Event with
respect to any Class of Rated Certificates; and provided, further, that, if it
involves any Mortgage Loan that, individually or together with all other
Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such
Mortgage Loan or have the same Borrower as such Mortgage Loan or have Borrowers
that are known to the Master Servicer be affiliated with the Borrower under such
Mortgage Loan, and either (i) represents one of the ten largest Mortgage
Loans/groups of related Mortgage Loans or (ii) has an unpaid principal balance
at least equal to the lesser of (A) $15,000,000 and (B) 2% of the then aggregate
principal balance of the Mortgage Pool, neither the Master Servicer nor the
Special Servicer shall waive any right it has, or grant any consent it is
otherwise entitled to withhold, under any related "due-on-sale" clause until it
has received written confirmation from each Rating Agency that such action would
not result in an Adverse Rating Event with respect to any Class of Rated
Certificates; and provided, further, that neither the Master Servicer nor the
Special Servicer shall (to the extent that it is within the control thereof to
prohibit such event) consent to the transfer of any Mortgaged Property which
secures a Cross-Collateralized Group unless all of the Mortgaged Properties
securing such Cross-Collateralized Group are transferred simultaneously by the
respective Borrower. After having made any determination to waive the Trust's
rights under a "due-on-sale" or "due-on encumbrance" clause, the Master Servicer
or the Special Servicer, as appropriate, shall deliver to the Trustee, each
Rating Agency, the Controlling Class Representative and the other such party an
Officer's Certificate setting forth the basis for such determination. The Master
Servicer and the Special Servicer shall each provide the other with all such
information as each may reasonably request in order to make such determination.
The Master Servicer shall not be liable to the Certificateholders, the Trust,
the Trustee, the Certificate Administrator or the other parties hereto for the
Special Servicer's consents or failure to consent or for delays caused thereby,
provided that the Master Servicer has acted without willful misfeasance, bad
faith or negligence. The Special Servicer accepts responsibility for any
consents to be given by it pursuant to this Agreement. If the Master Servicer or
the Special Servicer (i) collects an assumption fee or an assumption application
fee in connection with any transfer or proposed transfer of any interest in a
Borrower or a Mortgaged Property and (ii) fails to collect from such Borrower or
the related transferee (or waives the collection of) any fees, expenses or costs
associated with that transfer or proposed transfer which are required to be paid
by such Borrower or related transferee under the terms of the related Mortgage
Loan, then the Master Servicer or the Special Servicer, as applicable, shall
apply the assumption fee or assumption application fee to first cover any such
fees, expenses or costs that would otherwise be payable from or reimbursable out
of the Trust Fund, and only the portion of such assumption fee or assumption
application fee remaining after payment of such fees, expenses and costs shall
be payable to the Master Servicer and/or the Special Servicer, as applicable, as
additional compensation under Section 3.11 hereof; and provided, further that
the Master Servicer or the Special Servicer, as applicable, shall promptly
notify the related Mortgage Loan Seller and the Controlling Class Representative
of any Borrower that refuses to pay any fees, costs or expenses with respect to
such transfer or proposed transfer.
SECTION 3.09. Realization Upon Defaulted Mortgage Loans.
(a) The Special Servicer shall, subject to Sections 3.09(b),
3.09(c), 3.09(d) and 3.24, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties and other collateral securing such of the Mortgage
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Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including
pursuant to Section 3.20; provided that neither the Master Servicer nor the
Special Servicer shall, with respect to any ARD Loan after its Anticipated
Repayment Date, take any enforcement action with respect to the payment of
Post-ARD Additional Interest (other than the making of requests for its
collection) unless (i) the taking of an enforcement action with respect to the
payment of other amounts due under such Mortgage Loan is, in the good faith and
reasonable judgment of the Special Servicer, and without regard to such Post-ARD
Additional Interest, also necessary, appropriate and consistent with the
Servicing Standard or (ii) all other amounts due under such Mortgage Loan have
been paid, the payment of such Post-ARD Additional Interest has not been
forgiven in accordance with Section 3.20 and, in the good faith and reasonable
judgment of the Special Servicer, the Liquidation Proceeds expected to be
recovered in connection with such enforcement action will cover the anticipated
costs of such enforcement action and, if applicable, any associated Advance
Interest. In connection with the foregoing, in the event of a default under any
Mortgage Loan or Cross-Collateralized Group that is secured by real properties
located in multiple states, and such states include California or another state
with a statute, rule or regulation comparable to California's "one action rule",
then the Special Servicer shall consult Independent counsel regarding the order
and manner in which the Special Servicer should foreclose upon or comparably
proceed against such properties. The reasonable costs of such consultation shall
be paid by, and reimbursable to, the Special Servicer as a Servicing Advance. In
addition, all costs and expenses incurred in any such proceedings shall be paid
by, and reimbursable to, the Special Servicer as a Servicing Advance. Nothing
contained in this Section 3.09 shall be construed so as to require the Special
Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Special Servicer taking into
account the factors described in Section 3.18(e) and the results of any
appraisal obtained pursuant to the following sentence or otherwise, all such
bids to be made in a manner consistent with the Servicing Standard. If and when
the Special Servicer deems it necessary in accordance with the Servicing
Standard for purposes of establishing the fair market value of any Mortgaged
Property securing a defaulted Mortgage Loan, whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer is authorized to have an
Appraisal completed with respect to such property (the cost of which appraisal
shall be covered by, and be reimbursable as, a Servicing Advance).
(b) Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Trust under such circumstances, in such manner or pursuant to such terms as
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (unless the
portion of such REO Property that is not treated as "foreclosure property" and
that is held by REMIC I or the related Loan REMIC, as applicable, at any given
time constitutes not more than a de minimis amount of the assets of REMIC I or
such Loan REMIC within the meaning of Treasury regulation Section
1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by Section 3.17(a),
subject the Trust to the imposition of any federal income taxes under the Code.
In addition, the Special Servicer shall not acquire any personal property on
behalf of the Trust pursuant to this Section 3.09 unless either:
(i) such personal property is incident to real property (within
the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of
Counsel (the cost of which shall be covered by, and reimbursable as, a
Servicing Advance) to the effect that the holding of such personal
property as part of the Trust Fund will not result in an Adverse REMIC
Event with respect to any REMIC Pool.
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(c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trust, obtain title to a Mortgaged Property by foreclosure, deed in lieu of
foreclosure or otherwise, or take any other action with respect to any Mortgaged
Property, if, as a result of any such action, the Trustee, on behalf of the
Certificateholders, could, in the reasonable, good faith judgment of the Special
Servicer, exercised in accordance with the Servicing Standard, be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of CERCLA or any
comparable law, unless:
(i) the Special Servicer has previously determined in
accordance with the Servicing Standard, based on a Phase I Environmental
Assessment (and any additional environmental testing that the Special
Servicer deems necessary and prudent) of such Mortgaged Property
conducted by an Independent Person who regularly conducts Phase I
Environmental Assessments and performed during the 12-month period
preceding any such acquisition of title or other action, that the
Mortgaged Property is in compliance with applicable environmental laws
and regulations and there are no circumstances or conditions present at
the Mortgaged Property relating to the use, management or disposal of
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
applicable environmental laws and regulations; or
(ii) in the event that the determination described in clause
(c)(i) above cannot be made, the Special Servicer has previously
determined in accordance with the Servicing Standard, on the same basis
as described in clause (c)(i) above, and taking into account the coverage
provided under the related Environmental Insurance Policy, that it would
maximize the recovery to the Certificateholders on a present value basis
(the relevant discounting of anticipated collections that will be
distributable to Certificateholders to be performed at the related
Mortgage Rate) to acquire title to or possession of the Mortgaged
Property and to take such remedial, corrective and/or other further
actions as are necessary to bring the Mortgaged Property into compliance
with applicable environmental laws and regulations and to appropriately
address any of the circumstances and conditions referred to in clause
(c)(i) above.
Any such determination by the Special Servicer contemplated by
clause (i) or clause (ii) of the preceding paragraph shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee, the Master
Servicer and the Controlling Class Representative, specifying all of the bases
for such determination, such Officer's Certificate to be accompanied by all
related environmental reports. The cost of such Phase I Environmental Assessment
and any such additional environmental testing shall be advanced by the Master
Servicer at the direction of the Special Servicer given in accordance with the
Servicing Standard; provided, however, that the Master Servicer shall not be
obligated in connection therewith to advance any funds which, if so advanced,
would constitute a Nonrecoverable Servicing Advance. Amounts so advanced shall
be subject to reimbursement as Servicing Advances in accordance with Section
3.05(a). The cost of any remedial, corrective or other further action
contemplated by clause (ii) of the preceding paragraph shall be payable out of
the Collection Account pursuant to Section 3.05.
(d) If neither of the conditions set forth in clause (i) and
clause (ii) of the first sentence of Section 3.09(c) has been satisfied with
respect to any Mortgaged Property securing a defaulted Mortgage Loan, the
Special Servicer shall take such action as is in accordance with the Servicing
Standard (other than proceeding against the Mortgaged Property) and, at such
time as it deems
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appropriate, may, on behalf of the Trust, release all or a portion of such
Mortgaged Property from the lien of the related Mortgage.
(e) The Special Servicer shall report to the Trustee, the
Master Servicer and the Controlling Class Representative monthly in writing as
to any actions taken by the Special Servicer with respect to any Mortgaged
Property as to which neither of the conditions set forth in clauses (i) and (ii)
of the first sentence of Section 3.09(c) has been satisfied, in each case until
the earliest to occur of satisfaction of either of such conditions, release of
the lien of the related Mortgage on such Mortgaged Property and the related
Mortgage Loan's becoming a Corrected Mortgaged Loan.
(f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the Mortgage Loan permit such an action and shall, in accordance
with the Servicing Standard, seek such deficiency judgment if it deems
advisable.
(g) The Special Servicer shall prepare and file the information
returns with respect to the receipt of any mortgage interest received in a trade
or business from individuals, the reports of foreclosures and abandonments of
any Mortgaged Property and the information returns relating to cancellation of
indebtedness income with respect to any Mortgaged Property required by Section
6050H, 6050J and 6050P of the Code and shall deliver to the Trustee and the Tax
Administrator an Officer's Certificate stating that such reports have been
filed. Such information returns and reports shall be in form and substance
sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J
and 6050P of the Code.
(h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Mortgage Loan or REO Property, it shall
promptly notify the Trustee, the Certificate Administrator, the Master Servicer
and the Controlling Class Representative. The Special Servicer shall maintain
accurate records, prepared by a Servicing Officer, of each such Final Recovery
Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee, Certificate Administrator and the Master Servicer no later than
the third Business Day following such Final Recovery Determination.
SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full shall be
escrowed in a manner customary for such purposes, the Master Servicer shall
promptly so notify the Trustee or the applicable Custodian appointed on its
behalf and request delivery to it or its designee of the related Mortgage File
(such notice and request to be effected by delivering to the Trustee or the
applicable Custodian appointed on its behalf a Request for Release in the form
of Exhibit D-1 attached hereto, which Request for Release shall be accompanied
by the form of any release or discharge to be executed by the Trustee or the
applicable Custodian appointed on its behalf and shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant to
Section 3.04(a) have been or will be so deposited). Upon receipt of such Request
for Release, the Trustee or the applicable Custodian appointed on its behalf
shall promptly release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or its designee and shall deliver to the
Master Servicer or its designee such accompanying release or discharge, duly
executed. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Collection Account or the
Distribution Account.
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(b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), then, upon
request of the Master Servicer and receipt from the Master Servicer of a Request
for Release in the form of Exhibit D-1 attached hereto signed by a Servicing
Officer thereof, or upon request of the Special Servicer and receipt from the
Special Servicer of a Request for Release in the form of Exhibit D-2 attached
hereto, the Trustee or the applicable Custodian appointed on its behalf shall
release, or cause any related Custodian to release, such Mortgage File (or
portion thereof) to the Master Servicer or the Special Servicer, as the case may
be, or its designee. Upon return of such Mortgage File (or portion thereof) to
the Trustee or the related Custodian, or upon the Special Servicer's delivery to
the Trustee and the Certificate Administrator of an Officer's Certificate
stating that (i) such Mortgage Loan was liquidated and all amounts received or
to be received in connection with such liquidation that are required to be
deposited into the Collection Account pursuant to Section 3.04(a) have been or
will be so deposited or (ii) such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be returned by the Trustee or the
applicable Custodian appointed on its behalf to the Master Servicer or the
Special Servicer, as applicable.
(c) Within five Business Days of the Special Servicer's request
therefor (or, if the Special Servicer notifies the Trustee of an exigency,
within such shorter period as is reasonable under the circumstances), the
Trustee shall execute and deliver to the Special Servicer, in the form supplied
to the Trustee by the Special Servicer, any court pleadings, requests for
trustee's sale or other documents reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Borrower on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity or to defend any legal action or counterclaim filed against the Trust,
the Master Servicer or the Special Servicer; provided that the Trustee may
alternatively execute and deliver to the Special Servicer, in the form supplied
to the Trustee by the Special Servicer, a limited power of attorney issued in
favor of the Special Servicer and empowering the Special Servicer to execute and
deliver any or all of such pleadings or documents on behalf of the Trustee
(however, the Trustee shall not be liable for any misuse of such power of
attorney by the Special Servicer). Together with such pleadings or documents (or
such power of attorney empowering the Special Servicer to execute the same on
behalf of the Trustee), the Special Servicer shall deliver to the Trustee an
Officer's Certificate requesting that such pleadings or documents (or such power
of attorney empowering the Special Servicer to execute the same on behalf of the
Trustee) be executed by the Trustee and certifying as to the reason such
pleadings or documents are required and that the execution and delivery thereof
by the Trustee (or by the Special Servicer on behalf of the Trustee) will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
SECTION 3.11. Master Servicing and Special Servicing
Compensation; Interest on and Reimbursement of
Servicing Advances; Payment of Certain Expenses;
Obligations of the Trustee and any Fiscal Agent
regarding Back-up Servicing Advances.
(a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including each Specially Serviced Mortgage Loan) and each
REO Mortgage Loan. As to each Mortgage Loan and REO Mortgage Loan, for each
calendar month (commencing with June 2000) or any applicable portion thereof,
the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate
on the same principal amount and for the same number of days as interest accrues
or is deemed to accrue during
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such calendar month (or portion thereof) on such Mortgage Loan or REO Mortgage
Loan, as the case may be. As to each Mortgage Loan and REO Mortgage Loan, the
Master Servicing Fee shall be computed on the same Interest Accrual Basis as is
applicable to the accrual or deemed accrual of interest on such Mortgage Loan or
REO Mortgage Loan, as the case may be. The Master Servicing Fee with respect to
any Mortgage Loan or REO Mortgage Loan shall cease to accrue if a Liquidation
Event occurs in respect thereof. Master Servicing Fees earned with respect to
any Mortgage Loan or REO Mortgage Loan shall be payable monthly from payments of
interest on such Mortgage Loan or REO Revenues allocable as interest on such REO
Mortgage Loan, as the case may be. The Master Servicer shall be entitled to
recover unpaid Master Servicing Fees in respect of any Mortgage Loan or REO
Mortgage Loan out of the portion any related Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan or
REO Mortgage Loan, as the case may be. Subject to the Master Servicer's right to
employ Sub-Servicers, the right to receive the Master Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of
the Master Servicer's responsibilities and obligations under this Agreement.
(b) The Master Servicer shall be entitled to receive the
following items as additional servicing compensation (the following items,
collectively, "Additional Master Servicing Compensation"):
(i) that portion of any Net Default Charges collected with
respect to the Mortgage Pool during any Collection Period that is equal
to the product of (A) the entire amount of such Net Default Charges,
multiplied by (B) a fraction, the numerator of which is the total amount
of Default Charges collected during such Collection Period with respect
to Performing Mortgage Loans, and the denominator of which is the total
amount of Default Charges collected during such Collection Period with
respect to the entire Mortgage Pool;
(ii) subject to Section 3.08, 50% of any and all Net Assumption
Fees, modification fees, extension fees and earnout fees actually paid by
a Borrower with respect to a Performing Mortgage Loan;
(iii) 100% of any and all charges for beneficiary statements or
demands, amounts collected for checks returned for insufficient funds and
other loan processing fees actually paid by a Borrower with respect to a
Performing Mortgage Loan;
(iv) subject to Section 3.08, 50% (or, if the Master Servicer
rejects the proposed assumption without involvement of the Special
Servicer, 100%) of any and all Net Assumption Application Fees actually
paid by a Borrower with respect to a Performing Mortgage Loan;
(v) any Prepayment Interest Excesses collected on the Mortgage
Loans; and
(vi) interest or other income earned on deposits in the
Investment Accounts maintained by the Master Servicer, in accordance with
Section 3.06(b) (but only to the extent of the Net Investment Earnings,
if any, with respect to any such Investment Account for each Collection
Period and, further, in the case of a Servicing Account or Reserve
Account, only to the extent such interest or other income is not required
to be paid to any Borrower under applicable law or under the related
Mortgage).
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To the extent that amounts described in clauses (ii), (iii), (iv)
and (v) of the preceding paragraph are collected by the Special Servicer with
respect to Performing Mortgage Loans, the Special Servicer shall promptly pay
such amounts to the Master Servicer.
(c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive monthly (i) the Special Servicer's Standby
Fee with respect to each Mortgage Loan and each REO Mortgage Loan and (ii) the
Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and
each REO Mortgage Loan. As to each Mortgage Loan and REO Mortgage Loan, for each
calendar month (commencing with June 2000) or any applicable portion thereof,
the Special Servicer's Standby Fee shall accrue at the Special Servicer's
Standby Fee Rate on the same principal amount and for the same number of days as
interest accrues or is deemed to accrue during such calendar month (or portion
thereof) on such Mortgage Loan or REO Mortgage Loan, as the case may be. As to
each Mortgage Loan and REO Mortgage Loan, the Special Servicer's Standby Fee
shall be computed on the same Interest Accrual Basis as is applicable to the
accrual or deemed accrual of interest on such Mortgage Loan or REO Mortgage
Loan, as the case may be. The Special Servicer's Standby Fee with respect to any
Mortgage Loan or REO Mortgage Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. The Special Servicer's Standby Fees earned with
respect to any Mortgage Loan or REO Mortgage Loan shall be payable monthly from
payments of interest on such Mortgage Loan or REO Revenues allocable as interest
on such REO Mortgage Loan, as the case may be. The Special Servicer shall be
entitled to recover the unpaid Special Servicer's Standby Fees in respect of any
Mortgage Loan or REO Mortgage Loan out of the portion any related Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as interest on
such Mortgage Loan or REO Mortgage Loan, as the case may be. As to each
Specially Serviced Mortgage Loan and REO Mortgage Loan, for any particular
calendar month or applicable portion thereof, the Special Servicing Fee shall
accrue at the Special Servicing Fee Rate on the same principal amount and for
the same number of days as interest accrues or is deemed to accrue from time to
time during such calendar month (or portion thereof) on such Specially Serviced
Mortgage Loan such REO Mortgage Loan, as the case may be. As to each Specially
Serviced Mortgage Loan or REO Mortgage Loan, the Special Servicing Fee shall be
computed on the same Interest Accrual Basis as is applicable to the accrual or
deemed accrual of interest on such Specially Serviced Mortgage Loan or REO
Mortgage Loan, as the case may be. The Special Servicing Fee with respect to any
Specially Serviced Mortgage Loan or REO Mortgage Loan shall cease to accrue as
of the date a Liquidation Event occurs in respect thereof or, in the case of a
Specially Serviced Mortgage Loan, as of the date it becomes a Corrected Mortgage
Loan. Earned but unpaid Special Servicing Fees shall be payable monthly out of
general collections on the Mortgage Loans and any REO Properties on deposit in
the Collection Account pursuant to Section 3.05(a).
As further compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan. As to each Corrected Mortgage Loan, the Workout Fee
shall be payable out of, and shall be calculated by application of the Workout
Fee Rate to, each payment of interest (other than Post-ARD Additional Interest
and Default Interest) and principal received from the related Borrower on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout
Fee with respect to any Corrected Mortgage Loan will cease to be payable if a
Servicing Transfer Event occurs with respect thereto or if the related Mortgaged
Property becomes an REO Property; provided that a new Workout Fee would become
payable if and when such Mortgage Loan again became a Corrected Mortgage Loan.
If the Special Servicer is terminated (other than for cause), including pursuant
to Section 6.06, or resigns in accordance with Section 6.04, it shall retain the
right to receive any and all Workout Fees payable in respect of Mortgage Loans
that became Corrected Mortgage Loans during the period that it acted as
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Special Servicer and that were still Corrected Mortgage Loans at the time of
such termination or resignation (and the successor Special Servicer shall not be
entitled to any portion of such Workout Fees), in each case until the Workout
Fee for any such loan ceases to be payable in accordance with the preceding
sentence.
As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Specially Serviced Mortgage Loan or REO Property as to which it receives
any full or discounted payoff from the related Borrower or any Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds (other than in
connection with the purchase of any Specially Serviced Mortgage Loan or REO
Property by the Master Servicer, the Special Servicer or a Controlling Class
Certificateholder pursuant to Section 3.18 or Section 9.01, or the repurchase of
the Mortgage Loan secured by the Mortgaged Property identified on Schedule B-1C
as Heritage House by SBRC as contemplated by Section 3.19(f), or the acquisition
of any Specially Serviced Mortgage Loan or REO Property by the Sole
Certificateholder in exchange for all the Certificates pursuant to Section
9.01). As to each such Specially Serviced Mortgage Loan or REO Property, the
Liquidation Fee shall be payable out of, and shall be calculated by application
of the applicable Liquidation Fee Rate to, any such full or discounted payoff,
Insurance Proceeds, Condemnation Proceeds and/or Liquidation Proceeds received
or collected in respect thereof (other than any portion of such payment or
proceeds that represents Post-ARD Additional Interest, Default Interest, a
Prepayment Premium or a Yield Maintenance Charge); provided that the Liquidation
Fee payable in connection with the repurchase or replacement of any Mortgage
Loan by a Mortgage Loan Seller as contemplated by Section 2.03 shall be payable
out of, and shall be calculated by application of the applicable Liquidation Fee
Rate to, only the principal portion of the Liquidation Proceeds received in
connection with such repurchase or replacement. The Liquidation Fee with respect
to any such Specially Serviced Mortgage Loan will not be payable if such
Mortgage Loan becomes a Corrected Mortgage Loan. Notwithstanding anything herein
to the contrary, no Liquidation Fee will be payable in connection with the
receipt of, or out of, Liquidation Proceeds collected as a result of the
purchase or other acquisition of any Specially Serviced Mortgage Loan or REO
Property described in the parenthetical to the first sentence of this paragraph.
The Special Servicer's right to receive the Special Servicer's
Standby Fee, the Special Servicing Fee, the Workout Fee and/or the Liquidation
Fee may not be transferred in whole or in part except in connection with the
transfer of all of the Special Servicer's responsibilities and obligations under
this Agreement.
(d) The Special Servicer shall be entitled to receive the
following items as additional special servicing compensation (the following
items, collectively, the "Additional Special Servicing Compensation"):
(i) that portion of any Net Default Charges collected with
respect to the Mortgage Pool during any Collection Period that is equal
to the product of (A) the entire amount of such Net Default Charges,
multiplied by (B) a fraction, the numerator of which is the total amount
of Default Charges collected during such Collection Period with respect
to Specially Serviced Mortgage Loans and/or REO Mortgage Loans, and the
denominator of which is the total amount of Default Charges collected
during such Collection Period with respect to the entire Mortgage Pool;
(ii) subject to Section 3.08, any Net Assumption Fees, Net
Assumption Application Fees, modification fees, extension fees, earnout
fees, charges for beneficiary statements or
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demands and amounts collected for checks returned for insufficient funds
that are actually received on or with respect to Specially Serviced
Mortgage Loans or REO Mortgage Loans;
(iii) subject to Section 3.08, 50% of any Net Assumption Fees,
modification fees, extension fees and earnout fees that are actually paid
by a Borrower with respect to a Performing Mortgage Loan;
(iv) if the related assumption has been submitted to the Special
Servicer for review, 50% of any Net Assumption Application Fees that are
actually paid by a Borrower with respect to a Performing Mortgage Loan;
and
(v) interest or other income earned on deposits in the REO
Account, if established, in accordance with Section 3.06(b) (but only to
the extent of the Net Investment Earnings, if any, with respect to the
REO Account for each Collection Period).
To the extent that amounts described in clauses (i)--(v) of the
preceding paragraph are collected by the Master Servicer with respect to
Specially Serviced Mortgage Loans, the Master Servicer shall promptly pay such
amounts to the Special Servicer and shall not be required to deposit such
amounts in the Collection Account pursuant to Section 3.04(a).
(e) The Master Servicer and the Special Servicer shall each be
required (subject to Section 3.11(h) below) to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any of
Sub-Servicers retained by it and the premiums for any blanket policy or the
standby fee or similar premium for any master force place policy obtained by it
insuring against hazard losses pursuant to Section 3.07(b)), if and to the
extent such expenses are not payable directly out of the Collection Account, the
Servicing Accounts, the Reserve Accounts or the REO Account, and neither the
Master Servicer nor the Special Servicer shall be entitled to reimbursement for
any such expense incurred by it except as expressly provided in this Agreement.
If the Master Servicer is required to make any Servicing Advance hereunder at
the discretion of the Special Servicer in accordance with Section 3.19 or
otherwise, the Special Servicer shall promptly provide the Master Servicer with
such documentation regarding the subject Servicing Advance as the Master
Servicer may reasonably request.
(f) If the Master Servicer or Special Servicer is required
under this Agreement to make a Servicing Advance, but neither does so within ten
days after such Advance is required to be made, the Trustee shall, if it has
actual knowledge of such failure on the part of the Master Servicer or Special
Servicer, as the case may be, give notice of such failure to, as applicable, the
Master Servicer or the Special Servicer. If such Advance is not made by the
Master Servicer or the Special Servicer within three Business Days after such
notice, then (subject to Section 3.11(h) below) the Trustee or a Fiscal Agent
appointed thereby shall make such Advance. If any Fiscal Agent makes any such
Servicing Advance, the Trustee shall be deemed not to be in default under this
Agreement for failing to do so.
(g) The Master Servicer, the Special Servicer, the Trustee and
any Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of each Servicing
Advance made thereby (with its own funds), for so long as such Servicing Advance
is outstanding. Such interest with respect to any Servicing Advance shall be
payable during the Collection Period in which such Advance is reimbursed: (i)
first, out of any and all Default Charges collected with respect to the entire
Mortgage Pool during such Collection Period; and (ii) then, after such Advance
is reimbursed, but only if and to the extent that such Default Charges are
insufficient to
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cover such Advance Interest, out of general collections on the Mortgage Loans
and REO Properties on deposit in the Collection Account. The Master Servicer
shall reimburse itself, the Special Servicer, the Trustee or any Fiscal Agent,
as appropriate, for any Servicing Advance made by any such Person as soon as
practicable after funds available for such purpose are deposited in the
Collection Account.
(h) Notwithstanding anything to the contrary set forth herein,
none of the Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent shall be required to make any Servicing Advance that it determines in its
reasonable, good faith judgment would constitute a Nonrecoverable Servicing
Advance. The determination by any Person with an obligation hereunder to make
Servicing Advances that it has made a Nonrecoverable Servicing Advance or that
any proposed Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance, shall be made by such Person in its reasonable, good faith
judgment and shall be evidenced by an Officer's Certificate delivered promptly
to the Depositor and the Trustee (unless it is the Person making such
determination), which shall provide a copy thereof to the Controlling Class
Representative, setting forth the basis for such determination, accompanied by a
copy of an Appraisal (if and when available) of the related Mortgaged Property
or REO Property performed within the 12 months preceding such determination, and
further accompanied by any other information, including engineers' reports,
environmental surveys or similar reports, that such Person may have obtained and
that support such determination. Notwithstanding the foregoing, the Trustee and
any Fiscal Agent shall be entitled to conclusively rely on any determination of
nonrecoverability that may have been made by the Master Servicer or the Special
Servicer with respect to a particular Servicing Advance, and the Master Servicer
and the Special Servicer shall each be entitled to conclusively rely on any
determination of nonrecoverability that may have been made by the other such
party with respect to a particular Servicing Advance. A copy of any such
Officer's Certificate (and accompanying information) of the Master Servicer
shall also be delivered promptly to the Special Servicer, a copy of any such
Officer's Certificate (and accompanying information) of the Special Servicer
shall also be promptly delivered to the Master Servicer, and a copy of any such
Officer's Certificates (and accompanying information) of the Trustee or the
Fiscal Agent shall also be promptly delivered to the Master Servicer and the
Special Servicer.
(i) Notwithstanding anything to the contrary set forth herein,
the Master Servicer shall (at the direction of the Special Servicer if a
Specially Serviced Mortgage Loan or an REO Property is involved) pay directly
out of the Collection Account any servicing expense that, if paid by the Master
Servicer or the Special Servicer, would constitute a Nonrecoverable Servicing
Advance; provided that the Master Servicer (or the Special Servicer, if a
Specially Serviced Mortgage Loan or an REO Property is involved) has determined
in accordance with the Servicing Standard that making such payment is in the
best interests of the Certificateholders (as a collective whole), as evidenced
by an Officer's Certificates delivered promptly to the Depositor and the
Trustee, which shall provide a copy thereof to the Controlling Class
Representative, setting forth the basis for such determination and accompanied
by any information that such Person may have obtained that supports such
determination. A copy of any such Officer's Certificate (and accompanying
information) of the Master Servicer shall also be delivered promptly to the
Special Servicer, and a copy of any such Officer's Certificate (and accompanying
information) of the Special Servicer shall also be promptly delivered to the
Master Servicer.
SECTION 3.12. Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.
(a) The Special Servicer shall perform or cause to be performed
a physical inspection of a Mortgaged Property as soon as practicable (but in any
event not later than 60 days) after the related Mortgage Loan becomes a
Specially Serviced Mortgage Loan; provided that the Special Servicer shall
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be entitled to reimbursement of the reasonable and direct out-of-pocket
expenses incurred by it in connection therewith as provided for in Section
3.05(a). Beginning in 2001, the Master Servicer (or, in the case of an REO
Property or a Mortgaged Property that secures a Specially Serviced Mortgage
Loan, the Special Servicer) shall at its expense (except as provided in the
prior sentence) perform or cause to be performed an inspection of each
Mortgaged Property at least once per calendar year (or, in the case of each
Mortgage Loan with an unpaid principal balance under $2,000,000, once every two
years), if the Special Servicer has not already done so during that period
pursuant to the preceding sentence. The Master Servicer and the Special
Servicer shall each prepare a written report of each such inspection performed
by it or on its behalf that sets forth in detail the condition of the Mortgaged
Property and that specifies the occurrence or existence of: (i) any sale,
transfer or abandonment of the Mortgaged Property of which the Master Servicer
or Special Servicer, as applicable, is aware, (ii) any change in the condition,
occupancy or value of the Mortgaged Property that the Master Servicer or the
Special Servicer, as applicable, in accordance with the Servicing Standard,
considers material, or (iii) any waste committed on the Mortgaged Property that
the Master Servicer or the Special Servicer, as the case may be, in accordance
with the Servicing Standard, considers material. The Master Servicer and the
Special Servicer shall each deliver to the Certificate Administrator and each
other a copy (or image in suitable electronic media) of each such written
report prepared by it within 60 days of completion of the related inspection.
The Certificate Administrator shall, upon request and to the extent such items
have been delivered to the Certificate Administrator by the Master Servicer or
the Special Servicer, as applicable, deliver to the Depositor, the
Underwriters, the related Mortgage Loan Seller, the Controlling Class
Representative, any Certificateholder or, to the extent the Trustee has in
accordance with Section 5.06(b) confirmed the Ownership Interest in
Certificates held thereby, any Certificate Owner, a copy (or image in suitable
electronic media) of each such written report prepared by the Master Servicer
or the Special Servicer.
(b) The Special Servicer, in the case of any Specially Serviced
Mortgage Loan and any REO Property, and the Master Servicer, in the case of
each Performing Mortgage Loan, shall make reasonable efforts to collect
promptly (from each related Borrower in the case of a Mortgage Loan) annual and
quarterly operating statements and rent rolls of the related Mortgaged Property
or REO Property (and, in the case of a Mortgage Loan, financial statements of
the related Borrower), whether or not delivery of such items is required
pursuant to the terms of the related Mortgage (which efforts shall include at
least three phone calls, followed by confirming correspondence, requesting such
delivery). The Master Servicer and the Special Servicer shall promptly each
deliver copies (or image in suitable electronic media) of all of the foregoing
items so collected thereby to each other and to the Certificate Administrator,
who shall promptly deliver the same to the Depositor and the Controlling Class
Representative. The Certificate Administrator shall, upon request, deliver
copies of the foregoing items to the Underwriters, the Trustee, the related
Mortgage Loan Seller and any Certificateholder or, to the extent the Trustee
has in accordance with Section 5.06(b) confirmed the Ownership Interest in
Certificates held thereby, any Certificate Owner.
Within 45 days after receipt by the Master Servicer, as to Performing
Mortgage Loans, and within 20 days after receipt by the Special Servicer, as to
Specially Serviced Mortgage Loans, of any annual operating statements or rent
rolls with respect to any Mortgaged Property or REO Property, the Master
Servicer or the Special Servicer, as applicable, shall, based upon such
operating statements or rent rolls, prepare (or, if previously prepared,
update) the written analysis of operations (the "Operating Statement Analysis
Report"), and the Special Servicer shall remit each Operating Statement
Analysis Report prepared by it, together with the underlying operating
statements and rent rolls, to the Master Servicer in a format reasonably
acceptable to the Master Servicer. All Operating Statement Analysis
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Reports shall be maintained by the Master Servicer with respect to each
Mortgaged Property and REO Property, and the Master Servicer shall forward
copies thereof, promptly following the initial preparation and each material
revision thereof, to the Certificate Administrator and the Controlling Class
Representative, together with the related operating statements or rent rolls.
The Certificate Administrator shall, upon request and to the extent such items
have been delivered to the Certificate Administrator by the Master Servicer,
deliver to the Trustee, the Underwriters, the related Mortgage Loan Seller, the
Special Servicer, the Controlling Class Representative, any Certificateholder
or, to the extent the Certificate Administrator has in accordance with Section
5.06(b) confirmed the Ownership Interest in the Certificates held thereby, any
Certificate Owner, a copy of such Operating Statement Analysis (or update
thereof) and the related operating statement or rent rolls. The Master Servicer
shall maintain an Operating Statement Analysis Report with respect to each
Mortgaged Property and REO Property. Each such Operating Statement Analysis
Report shall be substantially in the form of Exhibit E-8 attached hereto (or,
at the discretion of the Master Servicer, provided that no less information is
provided than is set forth in Exhibit E-8, in a CMSA format).
Within 45 days after receipt by the Master Servicer or 20 days after
receipt by the Special Servicer of any annual operating statements with respect
to any Mortgaged Property or REO Property, as applicable, each of the Master
Servicer and the Special Servicer shall prepare or update (and, in the case of
the Special Servicer, forward within such 20-day period to the Master Servicer
in an electronic format reasonably acceptable to the Master Servicer) an NOI
Adjustment Worksheet for such Mortgaged Property or REO Property (with the
annual operating statements attached thereto as an exhibit).
If, with respect to any Mortgage Loan (other than a Specially Serviced
Mortgage Loan), the Special Servicer has any questions for the related
Borrower based upon the information received by the Special Servicer pursuant
to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and
without otherwise changing or modifying its duties hereunder, reasonably
cooperate with the Special Servicer in assisting the Special Servicer to
contact and solicit information from such Borrower.
(c) Not later than 12:00 p.m. (New York City time) on the first
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Master Servicer and the
Controlling Class Representative the following reports (or data files relating
to reports of the Master Servicer) with respect to the Specially Serviced
Mortgage Loans and any REO Properties, providing the required information as of
such Determination Date: (i) a Property File; and (ii) a Loan Periodic Update
File. At or before 12:00 p.m. (New York City time) on the first Business Day
following each Determination Date, the Special Servicer shall prepare and
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Mortgage Loans and any REO Properties,
providing the information required of the Special Servicer in an electronic
format reasonably acceptable to the Master Servicer as of such Determination
Date: (i) a Delinquent Loan Status Report; (ii) a Comparative Financial Status
Report; (iii) an Historical Liquidation Report; (iv) an Historical Loan
Modification Report; and (v) an REO Status Report.
(d) On the third Business Day prior to the Distribution Date, the
Master Servicer shall prepare (if and to the extent necessary) and deliver or
cause to be delivered to the Certificate Administrator, in electronic format
reasonably acceptable to the Certificate Administrator, each of the files and
reports comprising the CMSA Investor Reporting Package (excluding any Operating
Statement Analysis Report, Collateral Summary File, Bond File and the Loan
Set-up File), in each case providing the most recent information as of the
related Determination Date.
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(e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) and Section 3.12(c), and the Master
Servicer shall deliver to the Certificate Administrator the reports set forth
in Section 3.12(d), in an electronic format reasonably acceptable to the
Special Servicer, the Master Servicer and the Certificate Administrator. The
Master Servicer may, absent manifest error, conclusively rely on the reports to
be provided by the Special Servicer pursuant to Section 3.12(b) and Section
3.12(c). The Certificate Administrator may, absent manifest error, conclusively
rely on the reports to be provided by the Master Servicer pursuant to Section
3.12(d). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the
extent that such information or reports are, in turn, based on information or
reports to be provided by the Special Servicer pursuant to Section 3.12(b) or
Section 3.12(c) and to the extent that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.12(b) or Section
3.12(c), the Master Servicer shall have no obligation to provide such
information or reports to the Certificate Administrator until it has received
the requisite information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the
reports required by Section 3.12(d) caused by the Special Servicer's failure to
timely provide any information or report required under Section 3.12(b) or
Section 3.12(c) of this Agreement.
(f) Notwithstanding the foregoing, however, the failure of the Master
Servicer or Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section
3.12 to the extent the Master Servicer or Special Servicer so fails because
such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer as the case may be, would violate any applicable law or any provision
of a Mortgage Loan document prohibiting disclosure of information with respect
to the Mortgage Loans or Mortgaged Properties or would constitute a waiver of
the attorney-client privilege on behalf of the Trust. The Master Servicer and
Special Servicer may disclose any such information or any additional
information to any Person so long as such disclosure is consistent with
applicable law and the Servicing Standard. The Master Servicer or the Special
Servicer may affix to any information provided by it any disclaimer it deems
appropriate in its reasonable discretion (without suggesting liability on the
part of any other party hereto).
(g) The Depositor shall provide to the Master Servicer and the
Certificate Administrator the initial data (as of the Cut-Off Date or the most
recent earlier date for which such data is available) contemplated by the Loan
Set-up File, the Loan Periodic Update File, the Operating Statement Analysis
Report, the Property File and the Comparative Financial Report. The Master
Servicer shall have no obligation to provide such information until it has
received the required information from the Depositor, and the Master Servicer
shall not be in default due to the Depositor's failure to provide such initial
information.
SECTION 3.13. Annual Statement as to Compliance.
Each of the Master Servicer and the Special Servicer will deliver to the
Trustee, with a copy to the Depositor, the Certificate Administrator, and each
other, on or before April 15 of each year, beginning April 15, 2001, an
Officer's Certificate (the "Annual Performance Certification") stating that (i)
a review of the activities of the Master Servicer or the Special Servicer, as
the case may be, during the preceding calendar year, and of its performance
under this Agreement during such calendar year, has been made under the signing
officer's supervision, (ii) to the best of such officer's knowledge, based on
such review, the Master Servicer or the Special Servicer, as the case may be,
has in all material respects fulfilled all of its obligations under this
Agreement throughout the preceding calendar year, or, if there
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has been a material default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof, and (iii) the Master Servicer or the Special Servicer, as the case may
be, has received no notice regarding the qualification or status of any REMIC
Pool as a REMIC or the status of either Grantor Trust Pool as a Grantor Trust
or otherwise asserting a tax (other than ad valorem real property taxes or
other similar taxes on REO Property) on the income or assets of any portion of
the Trust Fund from the IRS or from any other governmental agency or body or,
if it has received any such notice, specifying the details thereof. The signing
officer shall have no personal liability with respect to the content of any
such statement, and the Master Servicer or the Special Servicer, as the case
may be, shall be deemed to have made such statement and shall assume any
liability resulting therefrom.
The Master Servicer and the Special Servicer, to the extent applicable,
will reasonably cooperate with the Depositor in conforming any Officer's
Certificate delivered pursuant to this Section 3.13 to requirements imposed by
the Commission on the Depositor in connection with the Commission's issuance of
a no-action letter relating to the Depositor's reporting requirements in
respect of the Trust pursuant to the Exchange Act.
SECTION 3.14. Reports by Independent Public Accountants.
On or before April 15 of each year, beginning April 15, 2001, each of the
Master Servicer and the Special Servicer, at its expense, shall cause a firm of
independent public accountants (which may also render other services to the
Master Servicer or Special Servicer, as applicable) and that is a member of the
American Institute of Certified Public Accountants to furnish a statement (the
"Annual Accountant's Report") to the Depositor, the Controlling Class
Representative, the Certificate Administrator and the Trustee to the effect
that (i) it has obtained a letter of representation regarding certain matters
from the management of the Master Servicer or the Special Servicer, as the case
may be, which includes an assertion that the Master Servicer or the Special
Servicer, as the case may be, has complied with certain minimum mortgage loan
servicing standards (to the extent applicable to commercial and multifamily
mortgage loans), identified in the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America,
with respect to the servicing of commercial and multifamily mortgage loans
during the most recently completed calendar year and on the basis of an
examination conducted by such firm in accordance with standards set by the
American Institute of Certified Public Accountants, such representation is
fairly stated in all material respects, subject to such exceptions and other
qualifications that may be appropriate. In rendering its report such firm may
rely, as to matters relating to the direct servicing of commercial and
multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms
of independent certified public accountants rendered on the basis of
examinations conducted in accordance with the same standards (rendered within
one year of such report) with respect to those Sub-Servicers.
The Master Servicer and the Special Servicer, to the extent applicable,
will reasonably cooperate with the Depositor in conforming any reports
delivered pursuant to this Section 3.14 to requirements imposed by the
Commission on the Depositor in connection with the Commission's issuance of a
no-action letter relating to the Depositor's reporting requirements in respect
of the Trust pursuant to the Exchange Act.
SECTION 3.15. Access to Certain Information.
Each of the Master Servicer and the Special Servicer shall provide or
cause to be provided to the other such party, the Depositor, the Trustee, the
Certificate Administrator, the
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Controlling Class Representative and the Rating Agencies, and to the OTS, the
FDIC, and any other federal or state banking or insurance regulatory authority
that may exercise authority over any Certificateholder, access to any
documentation regarding the Mortgage Loans and the other assets of the Trust
Fund that are within its control which may be required by this Agreement or by
applicable law, except to the extent that (i) such documentation is subject to
a claim of privilege under applicable law that has been asserted by the
Certificateholders and of which the Master Servicer has received written notice
or (ii) the Master Servicer or the Special Servicer is otherwise prohibited
from making such disclosure under applicable law, or may be subject to
liability for making such disclosure in the opinion of the counsel for the
Master Servicer or Special Servicer (which counsel may be a salaried employee
of the Master Servicer or Special Servicer). Such access shall be afforded
without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Master Servicer or the Special Servicer,
as the case may be, designated by it. The Master Servicer and the Special
Servicer shall each be permitted to affix a reasonable disclaimer to any
information provided by it pursuant to this Section 3.15.
SECTION 3.16. Title to REO Property; REO Account.
(a) If title to any REO Property is acquired, the deed or certificate
of sale shall be issued to the Trustee or its nominee on behalf of the
Certificateholders. The Special Servicer shall sell any REO Property by the end
of the third calendar year following the year in which the Trust acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) applies, more than 60 days prior to the
expiration of such liquidation period, and is granted an extension of time (an
"REO Extension") by the Internal Revenue Service to sell such REO Property or
(ii) obtains for the Trustee and the Tax Administrator an Opinion of Counsel,
addressed to the Trustee and the Tax Administrator, to the effect that the
holding by the Trust of such REO Property subsequent to the end of the third
calendar year following the year in which such acquisition occurred, will not
result in the imposition of taxes on "prohibited transactions" of any REMIC
Pool as defined in Section 860F of the Code or cause any REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding. If the
Special Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated
by clause (ii) of the immediately preceding sentence, the Special Servicer
shall sell such REO Property within such extended period as is permitted by
such REO Extension or such Opinion of Counsel, as the case may be. Any
reasonable expense incurred by the Special Servicer in connection with its
being granted the REO Extension contemplated by clause (i) of the second
preceding sentence or its obtaining the Opinion of Counsel contemplated by
clause (ii) of the second preceding sentence, shall be an expense of the Trust
payable out of the Collection Account pursuant to Section 3.05(a). Any REO
Extension shall be requested by the Special Servicer no later than 60 days
before the end of the third calendar year following the year in which the Trust
acquired ownership of the related REO Property.
(b) The Special Servicer shall segregate and hold all funds collected
and received in connection with any REO Property separate and apart from its
own funds and general assets. If an REO Acquisition shall occur, the Special
Servicer shall establish and maintain one or more accounts (collectively, the
"REO Account"), to be held on behalf of the Trustee in trust for the benefit of
the Certificateholders, for the retention of revenues and other proceeds
derived from each REO Property. The REO Account shall be an Eligible Account
and may consist of one account for all the REO Properties. The Special Servicer
shall deposit, or cause to be deposited, in the REO Account, within two (2)
Business Days of receipt, all REO Revenues, Liquidation Proceeds (net of all
Liquidation Expenses paid therefrom) and Insurance Proceeds received in respect
of an REO Property. The Special Servicer is authorized to pay out of related
Liquidation Proceeds any Liquidation Expenses incurred in respect of an
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REO Property and outstanding at the time such proceeds are received. Funds in
the REO Account may be invested in Permitted Investments in accordance with
Section 3.06. The Special Servicer shall be entitled to make withdrawals from
the REO Account to pay itself, as additional servicing compensation in
accordance with Section 3.11(d), interest and investment income earned in
respect of amounts held in the REO Account as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to the REO
Account for any Collection Period). The Special Servicer shall give notice to
the other parties hereto of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.
(c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the REO
Account relating to such REO Property. Within one Business Day following the
end of each Collection Period, the Special Servicer shall withdraw from the REO
Account and deposit into the Collection Account or deliver to the Master
Servicer (which shall deposit such amounts into the Collection Account) the
aggregate of all amounts received in respect of each REO Property during such
Collection Period, net of any withdrawals made out of such amounts pursuant to
the preceding sentence; provided that the Special Servicer may retain in the
REO Account such portion of proceeds and collections as may be necessary to
maintain a reserve of sufficient funds for the proper operation, management,
maintenance and disposition of the related REO Property (including without
limitation the creation of a reasonable reserve for repairs, replacements and
necessary capital improvements and other related expenses), such reserve not to
exceed an amount sufficient to cover such items to be incurred during the
following twelve-month period.
(d) The Special Servicer shall keep and maintain separate records, on
a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
SECTION 3.17. Management of REO Property.
(a) Prior to the acquisition of title to any Mortgaged Property
securing a defaulted Mortgage Loan, the Special Servicer shall review the
operation of such Mortgaged Property and determine the nature of the income
that would be derived from such property if it were acquired by the Trust. If
the Special Servicer determines from such review that:
(i) None of the income from Directly Operating such Mortgaged Property
would be subject to tax as "net income from foreclosure property" within the
meaning of the REMIC Provisions or would be subject to the tax imposed on
"prohibited transactions" under Section 860F of the Code (either such tax
referred to herein as an "REO Tax"), then such Mortgaged Property may be
Directly Operated by the Special Servicer as REO Property;
(ii) Directly Operating such Mortgaged Property as an REO Property
could result in income from such property that would be subject to an REO
Tax, but that a lease of such property to another party to operate such
property, or the performance of some services by an Independent Contractor
with respect to such property, or another method of operating such property
would not result in income subject to an REO Tax, then the Special Servicer
may (provided, that in the good faith and reasonable judgment of the Special
Servicer, it is commercially reasonable) acquire such Mortgaged Property as
REO Property and so lease or operate such REO Property; or
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(iii) It would not be commercially reasonable to operate and manage such
property as REO Property without the Trust incurring or possibly incurring
an REO Tax on income from such property, then the Special Servicer shall
deliver to the Tax Administrator, in writing, a proposed plan (the "Proposed
Plan") to manage such property as REO Property. Such plan shall include
potential sources of income, and to the extent reasonably possible,
estimates of the amount of income from each such source. Within a reasonable
period of time after receipt of such plan, the Tax Administrator shall
consult with the Special Servicer and shall advise the Special Servicer of
the Trust's federal income tax reporting position with respect to the
various sources of income that the Trust would derive under the Proposed
Plan. In addition, the Tax Administrator shall (to the maximum extent
reasonably possible) advise the Special Servicer of the estimated amount of
taxes that the Trust would be required to pay with respect to each such
source of income from such REO Property. After receiving the information
described in the two preceding sentences from the Tax Administrator, the
Special Servicer shall either (A) implement the Proposed Plan (after
acquiring the respective Mortgaged Property as REO Property) or (B) manage
and operate such property in a manner that would not result in the
imposition of an REO Tax on the income derived from such property.
The Special Servicer's decision as to how each REO Property shall be
managed and operated shall be based on the good faith and reasonable
judgment of the Special Servicer as to which means would be in the best
interest of the Certificateholders by maximizing (to the extent commercially
feasible) the net after-tax REO Revenues received by the Trust with respect to
such property without materially impairing its marketability and, to the extent
consistent with the foregoing, in the same manner as would prudent mortgage
loan servicers and asset managers operating acquired mortgaged property
comparable to such REO Property. Both the Special Servicer and the Tax
Administrator may consult with counsel knowledgeable in such matters at (to the
extent reasonable) the expense of the Trust in connection with determinations
required under this Section 3.17(a), provided that to the extent feasible each
shall consult the same counsel (selected by the Special Servicer and reasonably
acceptable to the Tax Administrator). Neither the Special Servicer nor the Tax
Administrator shall be liable to the Certificateholders, the Trust, the other
parties hereto or each other for errors in judgment made in good faith in the
reasonable exercise of their discretion or in reasonable and good faith
reliance on the advice of knowledgeable counsel while performing their
respective responsibilities under this Section 3.17(a) or, to the extent it
relates to federal income tax consequences for the Trust, Section 3.17(b)
below. Nothing in this Section 3.17(a) is intended to prevent the sale of a
Defaulted Mortgage Loan or REO Property pursuant to the terms and subject to
the conditions of Section 3.18.
(b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect and operate such REO Property for the benefit
of the Certificateholders solely for the purpose of its prompt disposition and
sale in a manner that does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or,
except as contemplated by Section 3.17(a), result in the receipt by any REMIC
Pool of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or in an Adverse REMIC Event in respect of any such
REMIC. Except as provided in Section 3.17(a), the Special Servicer shall not
enter into any lease, contract or other agreement that causes any REMIC Pool to
receive, and (unless required to do so under any lease, contract or agreement
to which the Special Servicer or the Trust may become a party or successor to a
party due to a foreclosure, deed-in-lieu of foreclosure or other similar
exercise of a creditor's rights or remedies with respect to a Mortgage Loan)
shall not cause or allow any REMIC Pool to receive, any "net income from
foreclosure property" that is subject to taxation under the REMIC Provisions.
Subject to the foregoing, however, the Special Servicer shall have full power
and
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authority to do any and all things in connection therewith as are consistent
with the Servicing Standard and, consistent therewith, shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to any
REO Property, funds necessary for the proper operation, management, maintenance
and disposition of such REO Property, including:
(i) all insurance premiums due and payable in respect of such REO
Property;
(ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon;
(iii) any ground rents in respect of such REO Property; and
(iv) all costs and expenses necessary to maintain, lease, sell,
protect, manage, operate and restore such REO Property.
To the extent that amounts on deposit in the REO Account in respect of any REO
Property are insufficient for the purposes set forth in the preceding sentence
with respect to such REO Property, the Special Servicer shall direct the Master
Servicer to make (and the Master Servicer shall so make) Servicing Advances in
such amounts as are necessary for such purposes unless (as evidenced in the
manner contemplated by Section 3.11(h)) the Special Servicer or the Master
Servicer determines, in its reasonable, good faith judgment, that such payment
would be a Nonrecoverable Servicing Advance.
(c) The Special Servicer may (and, except as otherwise permitted by
Section 3.17(a), shall if it would avoid an Adverse REMIC Event) contract with
any Independent Contractor for the operation and management of any REO
Property, provided that:
(i) the terms and conditions of any such contract may not be
inconsistent herewith and shall reflect an agreement reached at arm's
length;
(ii) the fees of such Independent Contractor (which shall be expenses
of the Trust) shall be reasonable and customary in consideration of the
nature and locality of the REO Property;
(iii) any such contract shall be consistent with the provisions of
Treasury Regulation Section 1.856-4(b)(5) and, to the extent consistent
therewith, shall be administered to require that the Independent Contractor,
in a timely manner, (A) to the extent of available revenue from the REO
Property, pay all costs and expenses incurred in connection with the
operation and management of such REO Property, including, those listed in
Section 3.17(b) above, and (B) remit all related revenues collected (net of
its fees and such costs and expenses) to the Special Servicer upon receipt;
(iv) none of the provisions of this Section 3.17(c) relating to any
such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and
obligations hereunder with respect to the operation and management of any
such REO Property; and
(v) the Special Servicer shall be obligated with respect thereto to
the same extent as if it alone were performing all duties and obligations in
connection with the operation and management of such REO Property.
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The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.
SECTION 3.18. Sale of Mortgage Loans and REO Properties.
(a) The parties hereto may sell or purchase, or permit the sale or
purchase of, a Mortgage Loan or REO Property only on the terms and subject to
the conditions set forth in this Section 3.18 or as otherwise expressly
provided in or contemplated by Sections 2.02, 2.03 and 9.01.
(b) If the Special Servicer has determined, in its reasonable, good
faith judgment, that any Defaulted Mortgage Loan will become subject to
foreclosure proceedings and that the sale of such Mortgage Loan under the
circumstances provided in this Section 3.18 is in accordance with the Servicing
Standard, then the Special Servicer shall promptly so notify in writing the
Certificate Administrator, the Trustee and the Master Servicer, and the
Certificate Administrator shall, within five days after receipt of such notice,
so notify all the Controlling Class Certificateholders. Any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders may,
at its or their option, within 15 days after receipt of such notice, purchase
any Defaulted Mortgage Loan out of the Trust Fund at a cash price equal to the
applicable Purchase Price; provided that, if more than one Controlling Class
Certificateholder or group of Controlling Class Certificateholders desire to
purchase such Defaulted Mortgage Loan, preference shall be given to the
Controlling Class Certificateholder or group of Controlling Class
Certificateholders with the largest Percentage Interest in the Controlling
Class; and provided, further that, if more than one Controlling Class
Certificateholder or group of Controlling Class Certificateholders have the
same Percentage Interest in the Controlling Class, preference shall be given to
the Controlling Class Certificateholder or group of Controlling Class
Certificateholders which first notifies the Special Servicer of its intention
to purchase such Defaulted Mortgage Loan. The Purchase Price for any Defaulted
Mortgage Loan purchased under this Section 3.18(b) shall be deposited into the
Collection Account, and the Trustee, upon receipt of an Officer's Certificate
from the Master Servicer to the effect that such deposit has been made, shall
release or cause to be released to the Certificateholder(s) effecting such
purchase (or to its or their designee) the related Mortgage File, and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse as shall be provided to it and are reasonably necessary to
vest in such Certificateholder(s) ownership of such Mortgage Loan (subject to
the rights of the Master Servicer to master service, and any rights of the
Master Servicer or the applicable Designated Sub-Servicer to primary service
(or to perform select servicing functions with respect to such Mortgage Loans.)
In connection with any such purchase, the Special Servicer shall deliver the
related Servicing File to the Certificateholder(s) effecting such purchase (or
to its or their designee).
(c) If none of the Controlling Class Certificateholders has purchased
any Defaulted Mortgage Loan described in the first sentence of Section 3.18(b)
within 15 days of such Holders' having received notice in respect thereof
pursuant to Section 3.18(b) above, then the Certificate Administrator shall
within five days of the end of such 15-day period send notice to the Master
Servicer and the Special Servicer that such Mortgage Loan was not purchased by
such Certificateholder(s), and either the Special Servicer or the Master
Servicer (in that order of priority) may, at its option, within 15 days after
receipt of such notice, purchase (or designate an Affiliate thereof to
purchase) such Mortgage Loan out of the Trust Fund at a cash price equal to the
Purchase Price. The Purchase Price for any such Mortgage Loan purchased under
this Section 3.18(c) shall be deposited into the Collection Account, and the
Trustee, upon receipt of an Officer's Certificate from the Master Servicer to
the effect that such deposit
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has been made, shall release or cause to be released to the Master Servicer or
the Special Servicer (or the designated Affiliate thereof), as applicable, the
related Mortgage File, and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be provided to
it and are reasonably necessary to vest in the Master Servicer or the Special
Servicer (or the designated Affiliate thereof), as applicable, the ownership of
such Mortgage Loan (subject to the rights of the Master Servicer to master
service, and any rights of the Master Servicer or the applicable Designated
Sub-Servicer to primary service (or to perform select servicing functions with
respect to) such Mortgage Loan). In connection with any such purchase by the
Master Servicer (or any designated Affiliate thereof), the Special Servicer
shall deliver the related Servicing File to the Master Servicer (or any
designated Affiliate thereof). For purposes of the other sections of this
Agreement, any purchase of a Defaulted Mortgage Loan by a designated Affiliate
of the Master Servicer or Special Servicer pursuant to this Section 3.18(c)
shall be deemed a purchase of such Defaulted Mortgage Loan by the Master
Servicer or the Special Servicer, as applicable.
(d) Subject to Section 3.24, the Special Servicer may offer to sell
any Defaulted Mortgage Loan not otherwise purchased pursuant to Section 3.18(b)
or Section 3.18(c) above, if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best
economic interests of the Certificateholders (as a collective whole). Such
offer shall be made in a commercially reasonable manner (which, for purposes
hereof, includes an offer to sell without representation or warranty other than
customary warranties of title and condition, if liability for breach thereof is
limited to recourse against the Trust) for a period of not less than 15 days.
Subject to Section 3.18(h) and Section 3.24, the Special Servicer shall accept
the highest cash bid received from any Person that constitutes a fair price for
such Mortgage Loan. In the absence of any bid determined as provided below to
be fair, the Special Servicer shall proceed with respect to such Defaulted
Mortgage Loan in accordance with Section 3.09.
The Special Servicer shall use its best efforts to solicit bids for each
REO Property in such manner as will be reasonably likely to realize a fair
price within the time period provided for by Section 3.16(a). Subject to
Section 3.18(h) and Section 3.24, the Special Servicer shall accept the first
(and, if multiple bids are received by a specified bid date, the highest) cash
bid received from any Person that constitutes a fair price (determined pursuant
to Section 3.18(e) below) for such REO Property. If the Special Servicer
reasonably believes that it will be unable to realize a fair price (determined
pursuant to Section 3.18(e) below) for any REO Property within the time
constraints imposed by Section 3.16(a), the Special Servicer shall dispose of
such REO Property upon such terms and conditions as the Special Servicer shall
deem necessary and desirable to maximize the recovery thereon under the
circumstances.
The Special Servicer shall give the Certificate Administrator, the
Trustee, the Master Servicer and the Controlling Class Representative not less
than five Business Days' prior written notice of its intention to sell any
Defaulted Mortgage Loan or REO Property pursuant to this Section 3.18(d). No
Interested Person shall be obligated to submit a bid to purchase any such
Mortgage Loan or REO Property, and notwithstanding anything to the contrary
herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates or agents may bid for or purchase any Defaulted Mortgage Loan or REO
Property pursuant hereto.
(e) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(d), shall be determined by the Special Servicer or, if such cash bid is
from the Special Servicer or an Affiliate thereof, by the Trustee. In
determining whether any bid received from the Special Servicer or an Affiliate
thereof represents a fair price for any such Mortgage Loan or REO Property, the
Trustee shall be supplied with and shall be
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entitled to rely on the most recent Appraisal in the related Servicing File
conducted in accordance with this Agreement within the preceding 12-month
period (or, in the absence of any such Appraisal or if there has been a
material change at the subject property since any such Appraisal, on a new
Appraisal to be obtained by the Special Servicer (the cost of which shall be
covered by, and be reimbursable as, a Servicing Advance)). The appraiser
conducting any such new Appraisal shall be a Qualified Appraiser that is (i)
selected by the Special Servicer if neither the Special Servicer nor any
Affiliate thereof is bidding with respect to a Defaulted Mortgage Loan or REO
Property and (ii) selected by the Trustee if either the Special Servicer or any
Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to a Defaulted Mortgage Loan or REO Property, the Special
Servicer shall require that all bids be submitted to it (or, if the Special
Servicer or an Affiliate thereof is bidding, shall be submitted by it to the
Trustee) in writing and be accompanied by a refundable deposit of cash in an
amount equal to 5% of the bid amount. In determining whether any bid from a
Person other than the Special Servicer or an Affiliate thereof constitutes a
fair price for any such Mortgage Loan or REO Property, the Special Servicer
shall take into account the results of any Appraisal or updated Appraisal that
it or the Master Servicer may have obtained in accordance with this Agreement
within the preceding 12-month period, and any Qualified Appraiser shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected Mortgage Loan, the occupancy
level and physical condition of the Mortgaged Property or REO Property, the
state of the local economy and the obligation to dispose of any REO Property
within the time period specified in Section 3.16(a). The Purchase Price for any
such Mortgage Loan or REO Property shall in all cases be deemed a fair price.
Notwithstanding the other provisions of this Section 3.18, no cash bid from the
Special Servicer or any Affiliate thereof shall constitute a fair price for any
Defaulted Mortgage Loan or REO Property unless such bid is the highest cash bid
received and at least two independent bids (not including the bid of the
Special Servicer or any Affiliate) have been received. In the event the bid of
the Special Servicer or any Affiliate thereof is the only bid received or is
the higher of only two bids received, then additional bids shall be solicited.
If an additional bid or bids, as the case may be, are received and the original
bid of the Special Servicer or any Affiliate thereof is the highest of all cash
bids received or if no additional bids are received, then the bid of the
Special Servicer or such Affiliate shall be accepted, provided that the Trustee
has otherwise determined, as provided above in this Section 3.18(e), that such
bid constitutes a fair price for any Defaulted Mortgage Loan or REO Property.
Any bid by the Special Servicer shall be unconditional; and, if accepted, the
Defaulted Mortgage Loan or REO Property shall be transferred to the Special
Servicer without recourse, representation or warranty other than customary
representations as to title given in connection with the sale of a mortgage
loan or real property.
(f) Subject to Sections 3.18(a) through 3.18(e) above, the Special
Servicer shall act on behalf of the Trustee in negotiating with independent
third parties and taking any other action necessary or appropriate in
connection with the sale of any Defaulted Mortgage Loan or REO Property, and
the collection of all amounts payable in connection therewith. In connection
therewith, the Special Servicer may charge prospective bidders, and may retain,
fees that approximate the Special Servicer's actual costs in the preparation
and delivery of information pertaining to such sales or evaluating bids without
obligation to deposit such amounts into the Collection Account. Any sale of a
Defaulted Mortgage Loan or any REO Property shall be final and without recourse
(except for warranties of title and condition contemplated by Section 3.18(d))
to the Trustee or the Trust, and if such sale is consummated in accordance with
the terms of this Agreement, neither the Special Servicer nor the Trustee shall
have any liability to any Certificateholder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.
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(g) Any sale of a Defaulted Mortgage Loan or any REO Property shall be
for cash only.
(h) Notwithstanding any of the foregoing paragraphs of this Section
3.18, but subject to Section 3.24, the Special Servicer shall not be obligated
to accept the highest cash bid if the Special Servicer determines, in
accordance with the Servicing Standard, that rejection of such bid would be in
the best interests of the Certificateholders (as a collective whole), and the
Special Servicer may accept a lower cash bid (from any Person other than itself
or an Affiliate) if it determines, in accordance with the Servicing Standard,
that acceptance of such bid would be in the best interests of the
Certificateholders (as a collective whole) (for example, if the prospective
buyer making the lower bid is more likely to perform its obligations or the
terms (other than price) offered by the prospective buyer making the lower bid
are more favorable).
SECTION 3.19. Additional Obligations of Master Servicer.
(a) The Master Servicer shall deliver to the Certificate Administrator
for deposit in the Distribution Account on each Master Servicer Remittance
Date, without any right of reimbursement therefor, an amount (a "Compensating
Interest Payment") equal to the lesser of (i) the aggregate amount of
Prepayment Interest Shortfalls incurred in connection with Principal
Prepayments received in respect of the Mortgage Pool during the most recently
ended Collection Period, and (ii) the aggregate of (A) that portion of its
Master Servicing Fees for the related Collection Period that is, in the case of
each and every Mortgage Loan and REO Mortgage Loan for which such Master
Servicing Fees are being paid in such Collection Period, calculated at 0.02%
per annum, and (B) all Prepayment Interest Excesses received by the Master
Servicer during the most recently ended Collection Period.
(b) No more frequently than once per calendar month, the Special
Servicer may require the Master Servicer, and the Master Servicer shall be
obligated, out of the Master Servicer's own funds, to reimburse the Special
Servicer for any Servicing Advances (other than Nonrecoverable Servicing
Advances) made by but not previously reimbursed to the Special Servicer,
together with interest thereon at the Reimbursement Rate from the date made to,
but not including, the date of reimbursement. Such reimbursement and any
accompanying payment of interest shall be made within ten days of the request
therefor by wire transfer of immediately available funds to an account
designated by the Special Servicer; provided that such request shall be
accompanied by any information in the Special Servicer's possession reasonably
necessary to make a recoverability determination. Upon the Master Servicer's
reimbursement to the Special Servicer of any Servicing Advance and payment to
the Special Servicer of interest thereon, all in accordance with this Section
3.19(b), the Master Servicer shall for all purposes of this Agreement be deemed
to have made such Servicing Advance at the same time as the Special Servicer
actually made such Servicing Advance, and accordingly, the Master Servicer
shall be entitled to reimbursement for such Servicing Advance, together with
interest thereon in accordance with Sections 3.05(a) and 3.11(g), at the same
time, in the same manner and to the same extent as the Master Servicer would
otherwise have been entitled if it had actually made such Servicing Advance at
the time the Special Servicer did.
Notwithstanding anything to the contrary contained in any other Section
of this Agreement, if the Special Servicer is required under this Agreement
(but subject to the following paragraph), to make any Servicing Advance but
does not desire to do so, the Special Servicer may, in its sole discretion,
request that the Master Servicer make such Servicing Advance. Any such request
shall be made, in writing, in a timely manner that does not adversely affect
the interests of any Certificateholder (and, in any event, to the extent
reasonably practicable, at least five Business Days in
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advance of the date on which the subject Servicing Advance is to be made) and
shall be accompanied by such information and documentation regarding the
subject Servicing Advance as the Master Servicer may reasonably request;
provided, however, that the Special Servicer shall not be entitled to make such
a request (other than for emergency advances) more frequently than once per
calendar month (although such request may relate to more than one Servicing
Advance). The Master Servicer shall have the obligation to make any such
Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so
requested by the Special Servicer to make, within five Business Days of the
Master Servicer's receipt of such request and such information and
documentation regarding the subject Servicing Advance(s) as the Master Servicer
may reasonably request. If the request is timely and properly made, the Special
Servicer shall be relieved of any obligations with respect to a Servicing
Advance that it so requests the Master Servicer to make (regardless of whether
or not the Master Servicer shall make such Servicing Advance). The Master
Servicer shall be entitled to reimbursement for any Servicing Advance made by
it at the direction of the Special Servicer, together with interest thereon in
accordance with Sections 3.05(a) and 3.11(g), at the same time, in the same
manner and to the same extent as the Master Servicer is entitled with respect
to any other Servicing Advances made thereby.
Notwithstanding the foregoing provisions of this Section 3.19(b), the
Master Servicer shall not be required to reimburse the Special Servicer for, or
to make at the direction of the Special Servicer, any Servicing Advance if the
Master Servicer determines in its reasonable, good faith judgment that such
Servicing Advance, although not characterized by the Special Servicer as a
Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing
Advance. The Master Servicer shall notify the Special Servicer in writing of
such determination and, if applicable, such Nonrecoverable Servicing Advance
shall be reimbursed to the Special Servicer pursuant to Section 3.05(a).
(c) Promptly following the occurrence of an Appraisal Trigger Event
with respect to any Mortgage Loan, the Special Servicer shall obtain (or, if
such Mortgage Loan has a Stated Principal Balance of $2,000,000 or less, at its
discretion, conduct) an Appraisal of the related Mortgaged Property, unless an
Appraisal thereof had previously been obtained (or, if applicable, conducted)
within the preceding 12-month period and there has been no subsequent material
change in the circumstances surrounding the related Mortgaged Property that in
the judgment of the Special Servicer would materially affect the value of the
property, and shall deliver a copy of such Appraisal to the Certificate
Administrator, the Trustee, the Master Servicer and the Controlling Class
Representative. If such Appraisal is obtained from a Qualified Appraiser, the
cost thereof shall be covered by, and be reimbursable as, a Servicing Advance.
Promptly following the receipt of, and based upon, such Appraisal, the Special
Servicer shall determine and report to the Trustee and the Certificate
Administrator the then applicable Appraisal Reduction Amount, if any, with
respect to the subject Required Appraisal Loan.
For so long as any Mortgage Loan or REO Mortgage Loan remains a Required
Appraisal Loan, the Special Servicer shall, within 30 days of each anniversary
of such loan's having become a Required Appraisal Loan, obtain (or, if such
Required Appraisal Loan has a Stated Principal Balance of $2,000,000 or less,
at its discretion, conduct) an update of the prior Appraisal. If such update is
obtained from a Qualified Appraiser, the cost thereof shall be covered by, and
be reimbursable as, a Servicing Advance. Promptly following the receipt of, and
based upon, such update, the Special Servicer shall redetermine and report to
the Trustee and the Certificate Administrator the then applicable Appraisal
Reduction Amount, if any, with respect to the subject Required Appraisal Loan.
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At any time that any Appraisal Reduction Amount exists with respect to
any Required Appraisal Loan, the Controlling Class Representative may, at its
own expense, obtain from a Qualified Appraiser and deliver to the Master
Servicer, the Special Servicer, the Trustee and the Certificate Administrator
an Appraisal of the related Mortgaged Property or REO Property, as the case may
be. Upon the written request of the Controlling Class Representative, the
Special Servicer shall recalculate the Appraisal Reduction Amount with respect
to such Required Appraisal Loan based on the Appraisal delivered by the
Controlling Class Representative and notify the Trustee, the Certificate
Administrator, the Master Servicer and the Controlling Class Representative of
such recalculated Appraisal Reduction Amount.
(d) The Master Servicer shall not be required to pay without
reimbursement the fees charged by any Rating Agency for a (i) confirmation as
to the lack of an Adverse Rating Event with respect to any Class of Rated
Certificates or (ii) in connection with any other particular matter, unless the
Master Servicer has failed to use efforts in accordance with the Servicing
Standard to collect such fees from the Borrower.
(e) In connection with each prepayment of principal received
hereunder, the Master Servicer shall calculate any applicable Prepayment
Premium or Yield Maintenance Charge, as the case may be, payable under the
terms of the related Mortgage Note. Upon written request of any
Certificateholder, the Master Servicer shall disclose to such Certificateholder
its calculation of any such Prepayment Premium or Yield Maintenance Charge.
(f) The Master Servicer shall not permit defeasance of any Mortgage
Loan (x) on or before the earliest date on which defeasance is permitted under
the terms of such Mortgage Loan, or (y) to the extent consistent with the terms
of such Mortgage Loan, unless (i) the defeasance collateral consists of
government securities (as defined in Section 2(a)(16) of the Investment Company
Act), (ii) the Master Servicer has determined that the defeasance will not
result in an Adverse REMIC Event in respect of any REMIC Pool, (iii) the Master
Servicer has notified the Rating Agencies, (iv) the Master Servicer has
confirmed that such defeasance will not result in an Adverse Rating Event with
respect to any Class of Rated Certificates (provided that the requirement to
obtain such confirmation will be a precondition to the defeasance only if the
Master Servicer is able under the related Mortgage Loan documents and
applicable law to prevent the defeasance if such confirmation is not obtained
and the subject Mortgage Loan represents at least 2.0% of the then aggregate
Stated Principal Balance of the Mortgage Pool), and (v) the Master Servicer has
requested and received from the related Borrower (A) an Opinion of Counsel
generally to the effect that the Trustee will have a perfected, first priority
security interest in such defeasance collateral and (B) written confirmation
from a firm of Independent accountants stating that payments made on such
defeasance collateral in accordance with the terms thereof will be sufficient
to pay the subject Mortgage Loan in full on or before its Stated Maturity Date
(or, in the case of an ARD Loan, on or before its Anticipated Repayment Date)
and to timely pay each Monthly Payment scheduled to be due prior thereto but
after the defeasance; provided that, if under the terms of the related Mortgage
Loan documents, the related Borrower delivers cash to purchase the defeasance
collateral rather than the defeasance collateral itself, the Master Servicer
shall purchase the government securities contemplated by the related Mortgage
Loan documents. Subsequent to the second anniversary of the Startup Day for the
REMIC Pool that holds the subject Mortgage Loan, to the extent that the Master
Servicer can, in accordance with the related Mortgage Loan documents, require
defeasance of any Mortgage Loan in lieu of accepting a prepayment of principal
thereunder, including a prepayment of principal accompanied by a Prepayment
Premium or Yield Maintenance Charge, the Master Servicer shall, to the extent
it is consistent with the Servicing Standard, require such defeasance, provided
that the conditions set forth in clauses (i) through (v) of the preceding
sentence have been
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satisfied. Any reasonable out-of-pocket expense incurred by the Master Servicer
pursuant to this Section 3.19(f) shall be paid by the Borrower of the defeased
Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other
pertinent document, if so allowed by the terms of such documents, and otherwise
shall be reimbursable out of the Collection Account. Notwithstanding the
foregoing, if at any time, a court with jurisdiction in the matter shall hold
that the related Borrower may obtain a release of the subject Mortgaged
Property but is not obligated to deliver the full amount of the defeasance
collateral contemplated by the related Mortgage Loan documents (or cash
sufficient to purchase such defeasance collateral), then the Master Servicer
shall (i) if consistent with such court holding and the related Mortgage Loan
documents, refuse to allow the defeasance of the Mortgage Loan or (ii) if the
Master Servicer cannot so refuse and if the related Borrower has delivered cash
to purchase the defeasance collateral, the Master Servicer shall either (A) buy
such defeasance collateral or (B) prepay the Mortgage Loan, in either case, in
accordance with the Servicing Standard.
In the event that the Master Servicer receives notice from the Borrower
under the Mortgage Loan secured by the Mortgaged Property identified on
Schedule B-1C as Heritage House that such Borrower intends to defease the
related Mortgage Loan on or before the second anniversary of the initial
issuance of the Certificates, the Master Servicer shall promptly notify the
Trustee and SBRC of such Borrower's intention, and the Trustee shall direct
SBRC to repurchase such Mortgage Loan at the Purchase Price in accordance with
the SBRC Mortgage Loan Purchase Agreement prior to the occurrence of such
defeasance (subject to the rights of the Master Servicer to master service and
any rights of the Master Servicer or the applicable Designated Sub-Servicer to
primary service (or to perform select servicing functions with respect to) such
Mortgage Loan). In connection with any repurchase of such Mortgage Loan as
contemplated by this Section 3.19(f), the Tax Administrator shall effect a
"qualified liquidation" of the related Loan REMIC in accordance with the REMIC
Provisions.
(g) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Borrower under a Ground Lease, promptly
(and, in any event, within 45 days) after the Closing Date) notify the related
ground lessor of the transfer of such Mortgage Loan to the Trust pursuant to
this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease should thereafter be forwarded to the Master Servicer.
(h) The Master Servicer shall maintain at its Primary Servicing Office
and shall, upon reasonable advance written notice, make available during normal
business hours for review by each Rating Agency and by any Certificateholder or
Certificate Owner or any Person identified to the Master Servicer as a
prospective transferee of a Certificate or an interest therein, copies of the
Servicing Files; provided that, if the Master Servicer reasonably and in good
faith determines that any item of information contained in such Servicing Files
is of a nature that it should be conveyed to all Certificateholders at the same
time, it shall, as soon as reasonably possible following its receipt of any
such item of information, disclose such item of information to the Certificate
Administrator as part of the reports to be delivered to the Certificate
Administrator by the Master Servicer pursuant to Sections 3.12(d) and/or
4.02(b), and until the Certificate Administrator has either disclosed such
information to all Certificateholders in a Distribution Date Statement or has
properly filed such information with the Commission on behalf of the Trust
under the Exchange Act, the Master Servicer shall be entitled to withhold such
item of information from any Certificateholder or Certificate Owner or
prospective transferee of a Certificate or an interest therein; and provided,
further, that the Master Servicer shall not be required to make particular
items of information contained in the Servicing File for any Mortgage Loan
available to any Person if the disclosure of such particular items of
information is expressly prohibited by applicable law or the provisions of any
related Mortgage Loan documents or if such documentation is subject to claim of
privilege under applicable law that can be asserted by the
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Certificateholders; and provided, further, that, except in the case of the
Rating Agencies, the Master Servicer shall be entitled to recover from any
Person reviewing the Servicing Files pursuant to this Section 3.19(h) its
reasonable "out-of-pocket" expenses incurred in connection with making the
Servicing Files available to such Person. Except as set forth in the provisos
to the preceding sentence, copies of all or any portion of any Servicing File
are to be made available by the Master Servicer upon request; however, the
Master Servicer shall be permitted to require payment of a sum sufficient to
cover the reasonable out-of-pocket costs and expenses of providing such
service. The Special Servicer shall, as to each Specially Serviced Mortgage
Loan and REO Property, promptly deliver to the Master Servicer a copy of each
document or instrument added to the related Servicing File, and the Master
Servicer shall in no way be in default under this Section 3.19(h) solely by
reason of the Special Servicer's failure to do so.
In connection with providing access to or copies of the items described
in the preceding paragraph, the Master Servicer may require, unless the
Depositor directs otherwise, (i) in the case of Certificate Owners, a written
confirmation executed by the requesting Person, in form reasonably satisfactory
to the Master Servicer, generally to the effect that such Person is a
beneficial holder of Certificates and will otherwise keep such information
confidential, and (ii) in the case of a prospective purchaser, written
confirmation executed by the requesting Person, in form reasonably satisfactory
to the Master Servicer, generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein, is requesting
the information for use in evaluating a possible investment in Certificates and
will otherwise keep such information confidential. All Certificateholders, by
the acceptance of their Certificates, shall be deemed to have agreed to keep
such information confidential, except to the extent that the Depositor grants
written permission to the contrary. The Master Servicer shall not be liable for
the dissemination of information in accordance with this Section 3.19(h).
SECTION 3.20. Modifications, Waivers, Amendments and Consents.
(a) The Special Servicer (as to Specially Serviced Mortgage Loans)
and, to the limited extent permitted below, the Master Servicer (as to
Performing Mortgage Loans) each may (consistent with the Servicing Standard)
agree to any modification, waiver or amendment of any term of, extend the
maturity of, defer or forgive interest (including Default Interest and Post-ARD
Additional Interest) on and principal of, defer or forgive late payment
charges, Prepayment Premiums and Yield Maintenance Charges on, permit the
release, addition or substitution of collateral securing, and/or permit the
release, addition or substitution of the Borrower on or any guarantor of, any
Mortgage Loan it is required to service and administer hereunder, subject,
however, to Sections 3.08 and 3.24 and, further to each of the following
limitations, conditions and restrictions:
(i) other than as provided in Sections 3.02, 3.08 and 3.20(g), the
Master Servicer shall not agree to any modification, waiver or amendment of
any term of, or take any of the other acts referenced in this Section
3.20(a) with respect to, any Mortgage Loan without the consent of the
Special Servicer (it being understood and agreed that (A) the Master
Servicer shall promptly provide the Special Servicer with all information
that the Special Servicer may reasonably request in order to withhold or
grant any such consent, (B) the Special Servicer (for no additional
compensation, other than as provided for elsewhere in this Agreement) shall
decide whether to withhold or grant such consent in accordance with the
Servicing Standard and (C) if any such consent has not been expressly
granted within ten Business Days of the Special Servicer's receipt from the
Master Servicer of all information reasonably requested thereby in order to
make an informed decision, such consent shall be deemed to have been
denied);
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(ii) other than as provided in Sections 3.02, 3.08 and 3.20(f), the
Special Servicer shall not, in the case of any Specially Serviced Mortgage
Loan, agree to (or, in the case of any Performing Mortgage Loan, consent to
the Master Servicer's agreeing to) any modification, waiver or amendment of
any term of, or, in the case of any Specially Serviced Mortgage Loan, take
(or, in the case of any Performing Mortgage Loan, consent to the Master
Servicer's taking) any of the other acts referenced in this Section 3.20(a)
with respect to, any Mortgage Loan that would affect the amount or timing of
any related payment of principal, interest or other amount payable
thereunder or, in the Special Servicer's reasonable, good faith judgment,
would materially impair the security for such Mortgage Loan or reduce the
likelihood of timely payment of amounts due thereon, unless a material
default on such Mortgage Loan has occurred or, in the Special Servicer's
reasonable, good faith judgment, a default in respect of payment on such
Mortgage Loan is reasonably foreseeable, and such modification, waiver,
amendment or other action is reasonably likely to produce a greater recovery
to Certificateholders (as a collective whole) on a present value basis (the
relevant discounting of anticipated collections that will be distributable
to Certificateholders to be done at the related Mortgage Rate), than would
liquidation;
(iii) the Special Servicer shall not, in the case of any Specially
Serviced Mortgage Loan, extend (or, in the case of any Performing Mortgage
Loan, consent to the Master Servicer's extending) the date on which any
Balloon Payment is scheduled to be due on any Mortgage Loan to a date beyond
the earliest of (A) two years prior to the Rated Final Distribution Date and
(B) if such Mortgage Loan is secured by a Mortgage solely or primarily on
the related Borrower's leasehold interest in the related Mortgaged Property,
20 years (or, to the extent consistent with the Servicing Standard, giving
due consideration the remaining term of the Ground Lease, 10 years) prior to
the end of the then current term of the related Ground Lease (plus any
unilateral options to extend); and, furthermore, the Special Servicer shall
not, in the case of any Specially Serviced Mortgage Loan, grant (or, in the
case of any Performing Mortgage Loan, consent to the Master Servicer's
granting) any such extension unless the related Borrower agrees to deliver
to the Special Servicer, the Trustee and the Controlling Class
Representative quarterly operating statements with respect to the related
Mortgaged Property (the Special Servicer (or, if applicable, the Master
Servicer at the direction of the Special Servicer) to request that such
statements be audited, provided that the Special Servicer may waive such
condition relating to such statements being audited, in its sole
discretion);
(iv) neither the Master Servicer nor the Special Servicer shall make or
permit any modification, waiver or amendment of any term of, or take any of
the other acts referenced in this Section 3.20(a) with respect to, any
Mortgage Loan that would result in an Adverse REMIC Event with respect to
any REMIC Pool or an Adverse Grantor Trust Event with respect to either
Grantor Trust Pool (it being acknowledged and agreed that neither the Master
Servicer nor the Special Servicer shall be liable for decisions made under
this subsection which were made in good faith; and, unless it would be
contrary to the Servicing Standard to do so, each of the Master Servicer and
the Special Servicer may rely on Opinions of Counsel in making such
decisions);
(v) the Special Servicer shall not, in the case of any Specially
Serviced Mortgage Loan, permit (or, in the case of any Performing Mortgage
Loan, consent to the Master Servicer's permitting) any Borrower to add or
substitute any real estate collateral for its Mortgage Loan unless the
Special Servicer shall have first (A) determined in its reasonable, good
faith judgment, based upon a Phase I Environmental Assessment (and any
additional environmental testing that
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the Special Servicer deems necessary and prudent) conducted by an
Independent Person who regularly conducts Phase I Environmental Assessments,
at the expense of the Borrower, that such additional or substitute
collateral is in compliance with applicable environmental laws and
regulations and that there are no circumstances or conditions present with
respect to such new collateral relating to the use, management or disposal
of any Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation would be required under any then
applicable environmental laws or regulations and (B) received written
confirmation from each Rating Agency that such addition or substitution of
collateral will not, in and of itself, result in an Adverse Rating Event
with respect to any Class of Rated Certificates; and
(vi) the Special Servicer shall not, in the case of any Specially
Serviced Mortgage Loan, release (or, in the case of any Performing Mortgage
Loan, consent to the Master Servicer's releasing), including in connection
with a substitution contemplated by clause (v) above, any collateral
securing an outstanding Mortgage Loan, except as provided in Section 3.09(d)
or Section 3.20(g), or except where a Mortgage Loan (or, in the case of a
Cross-Collateralized Group, where such entire Cross-Collateralized Group) is
satisfied, or except in the case of a release where (A) either (1) the use
of the collateral to be released will not, in the Special Servicer's good
faith and reasonable judgment, materially and adversely affect the Net
Operating Income being generated by or the use of the related Mortgaged
Property, or (2) there is a corresponding principal pay down of such
Mortgage Loan in an amount at least equal to the appraised value of the
collateral to be released (or substitute collateral with an appraised value
at least equal to that of the collateral to be released, is delivered), (B)
the remaining Mortgaged Property (together with any substitute collateral)
is, in the Special Servicer's good faith and reasonable judgment, adequate
security for the remaining Mortgage Loan and (C) such release would not, in
and of itself, result in an Adverse Rating Event with respect to any Class
of Rated Certificates (as confirmed in writing to the Trustee by each Rating
Agency);
provided that (x) the limitations, conditions and restrictions set forth in
clauses (i) through (vi) above shall not apply to any act or event (including,
without limitation, a release, substitution or addition of collateral) in
respect of any Mortgage Loan that either occurs automatically by its terms, or
results from the exercise of a unilateral option by the related Borrower within
the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any event
under the terms of such Mortgage Loan in effect on the Closing Date (or, in the
case of a Replacement Mortgage Loan, on the related date of substitution), and
(y) notwithstanding clauses (i) through (vi) above, neither the Master Servicer
nor the Special Servicer shall be required to oppose the confirmation of a plan
in any bankruptcy or similar proceeding involving a Borrower, if in its
reasonable, good faith judgment, such opposition would not ultimately prevent
the confirmation of such plan or one substantially similar.
(b) Neither the Master Servicer nor the Special Servicer shall have
any liability to the Trust, the Certificateholders or any other Person if the
Special Servicer's analysis and determination that the modification, waiver,
amendment or other action contemplated by Section 3.20(a) is reasonably likely
to produce a greater recovery to Certificateholders (as collective whole) on a
present value basis than would liquidation, should prove to be wrong or
incorrect, so long as the analysis and determination were made on a reasonable
basis in good faith by the Special Servicer and the Special Servicer has
complied with the Servicing Standard in ascertaining the pertinent facts. Each
such determination shall be evidenced by an Officer's Certificate to such
effect to be delivered by the Special Servicer to the Certificate
Administrator. The Master Servicer shall not be liable to the
Certificateholders, the Trust, the Trustee, the Certificate Administrator or
the other parties hereto for the Special Servicer's consents or failure to
consent or for delays caused thereby, provided that the Master Servicer has
acted without
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willful misfeasance, bad faith or negligence. The Special Servicer accepts
responsibility for any consents to be given by it pursuant to this Agreement.
(c) Any payment of interest, which is deferred pursuant to Section
3.20(a), shall not, for purposes of calculating monthly distributions and
reporting information to Certificateholders, be added to the unpaid principal
balance or Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit or that such
interest may actually be capitalized; provided, however, that this sentence
shall not limit the rights of the Master Servicer or the Special Servicer on
behalf of the Trust to enforce any obligations of the related Borrower under
such Mortgage Loan.
(d) Each of the Master Servicer and the Special Servicer may, as a
condition to its granting any request by a Borrower for consent, modification,
waiver or indulgence or any other matter or thing, the granting of which is
within the Master Servicer's or the Special Servicer's, as the case may be,
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and is permitted by the terms of this Agreement, require
that such Borrower pay to it a reasonable or customary fee (which shall in no
event exceed 1.0% of the unpaid principal balance of the related Mortgage Loan)
for the additional services performed in connection with such request, together
with any related costs and expenses incurred by it. All such fees collected by
the Master Servicer and/or the Special Servicer shall be allocable between such
parties, as Additional Master Servicing Compensation and Additional Special
Servicing Compensation, respectively, as provided in Section 3.11.
(e) All modifications, amendments, material waivers and other material
actions entered into or taken in respect of the Mortgage Loans pursuant to this
Section 3.20 shall be in writing. Each of the Special Servicer and the Master
Servicer shall notify the other such party, each Rating Agency, the Trustee and
the Controlling Class Representative, in writing, of any modification, waiver,
amendment or other action entered into or taken thereby in respect of any
Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall
deliver to the Trustee or the related Custodian for deposit in the related
Mortgage File (with a copy to the other such party), an original counterpart of
the agreement relating to such modification, waiver, amendment or other action,
promptly (and in any event within ten Business Days) following the execution
thereof. In addition, following the execution of any modification, waiver or
amendment agreed to by the Special Servicer pursuant to Section 3.20(a) above,
the Special Servicer shall deliver to the Master Servicer, the Trustee, the
Certificate Administrator and the Rating Agencies an Officer's Certificate
certifying that all of the requirements of Section 3.20(a) have been met and
setting forth in reasonable detail the basis of the determination made by it
pursuant to Section 3.20(a)(ii); provided that, if such modification, waiver or
amendment involves an extension of the maturity of any Mortgage Loan, such
Officer's Certificate shall be delivered to the Master Servicer, the Trustee
and the Rating Agencies before the modification, waiver or amendment is agreed
to.
(f) With respect to any ARD Loan after its Anticipated Repayment Date,
the Master Servicer shall be permitted, in its discretion, to waive (such
waiver to be in writing addressed to the related Borrower, with a copy to the
Trustee) all or any portion of the accrued Post-ARD Additional Interest in
respect of such ARD Loan if, prior to the related maturity date, the related
Borrower has requested the right to prepay such ARD Loan in full together with
all payments required by the related Mortgage Loan documents in connection with
such prepayment except for such accrued Post-ARD Additional Interest, provided
that (i) the Master Servicer has obtained the consent of the Special Servicer
(such consent to be given or withheld in accordance with the Servicing
Standard) and (ii) the Master Servicer has determined, in its reasonable, good
faith judgment, that the waiver of the Trust's right to receive such accrued
Post-ARD Additional Interest is in accordance with the Servicing Standard.
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(g) The Master Servicer shall not be required to seek the consent of
the Special Servicer or any Certificateholder or obtain any confirmation of the
Certificate ratings from the Rating Agencies in order to approve the following
modifications, waivers or amendments of the Mortgage Loans: (i) waivers of
minor in the Master Servicer's reasonable judgment covenant defaults (other
than financial covenants), including late financial statements; (ii) releases
of non-material in the Master Servicer's reasonable judgment parcels of a
Mortgaged Property (provided that releases as to which the related Mortgage
Loan documents expressly require the mortgagee thereunder to make such releases
upon the satisfaction of certain conditions shall be made as required by the
Mortgage Loan documents); and (iii) grants of easements that do not materially
affect in the Master Servicer's reasonable judgment the use or value of a
Mortgaged Property or the Borrower's ability to make any payments with respect
to the related Mortgage Loan; provided that any such modification, waiver or
amendment (w) would not in any way affect a payment term of the Certificates,
(x) would not constitute a "significant modification" of such Mortgage Loan
pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise
constitute an Adverse REMIC Event with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to either Grantor Trust Pool, and (y) would be
consistent with the Servicing Standard.
(h) Subject to the related Mortgage Loan documents, the Master
Servicer shall not terminate or consent to the termination any property manager
with respect to any Mortgaged Property without the consent of the Special
Servicer (it being understood and agreed that (A) the Master Servicer shall
promptly provide the Special Servicer with all information that the Special
Servicer may reasonably request and which information is in the possession of
the Master Servicer, in order to withhold or grant any such consent, (B) the
Special Servicer (for no additional compensation) shall decide whether to
withhold or grant such consent in accordance with the Servicing Standard and
(C) if any such consent has not been expressly denied within ten Business Days
of the Special Servicer's receipt from the Master Servicer of all information
reasonably requested thereby in order to make an informed decision, such
consent shall be deemed to have been granted).
SECTION 3.21. Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.
(a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan, if the Master Servicer is not also the Special
Servicer, the Master Servicer shall immediately give notice thereof, and shall
deliver the related Servicing File, to the Special Servicer and shall use its
best efforts to provide the Special Servicer with all information, documents
(or copies thereof) and records (including records stored electronically on
computer tapes, magnetic discs and the like) relating to the Mortgage Loan and
reasonably requested by the Special Servicer to enable it to assume its
functions hereunder with respect thereto without acting through a Sub-Servicer.
Without regard to whether the Master Servicer and the Special Servicer are the
same Person, the Special Servicer shall immediately give notice of a Servicing
Transfer Event to the Controlling Class representative. The Master Servicer
shall use its best efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event. The
Special Servicer may, as to any delinquent Mortgage Loan, prior to the
occurrence of a Servicing Transfer Event with respect thereto, request and
obtain the foregoing documents and information in order to perform its duties
described in Section 3.02.
Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
return the related Servicing File within five Business Days, to the Master
Servicer; and, upon giving such notice and returning such Servicing File to the
Master
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Servicer, the Special Servicer's obligation to service such Mortgage Loan, and
the Special Servicer's right to receive the Special Servicing Fee with respect
to such Mortgage Loan, shall terminate, and the obligations of the Master
Servicer to service and administer such Mortgage Loan shall resume.
Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master Servicer
and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.
(b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee (or the applicable Custodian appointed by
the Trustee) originals of documents contemplated by the definition of "Mortgage
File" and generated while such Mortgage Loan is a Specially Serviced Mortgage
Loan, for inclusion in the related Mortgage File (with a copy of each such
original to the Master Servicer), and copies of any additional related Mortgage
Loan information, including correspondence with the related Borrower generated
while such Mortgage Loan is a Specially Serviced Mortgage Loan.
(c) The Master Servicer and Special Servicer shall each furnish to the
other, upon reasonable request, such reports, documents, certifications and
information in its possession, and access to such books and records maintained
thereby, as may relate to the Mortgage Loans and any REO Properties and as
shall be reasonably required by the requesting party in order to perform its
duties hereunder.
(d) In connection with the performance of its obligations hereunder,
each of the Master Servicer and the Special Servicer shall be entitled to rely
upon written information provided to it by the other.
(e) Notwithstanding anything in this Agreement to the contrary, in the
event that the Master Servicer and the Special Servicer are the same Person,
all notices, certificates, information, consents and documents required to be
given or delivered by the Master Servicer to the Special Servicer or vice versa
shall be deemed to be given or delivered, as the case may be, without the
necessity of any action on such Person's part.
SECTION 3.22. Sub-Servicing Agreements.
(a) The Master Servicer and, subject to Section 3.22(f), the Special
Servicer may each enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of its obligations hereunder,
provided that, in each case, the Sub-Servicing Agreement: (i) is not
inconsistent with this Agreement and does not subject the Trust to any
liability; (ii) expressly or effectively provides that if the Master Servicer
or Special Servicer, as the case may be, shall for any reason no longer act in
such capacity hereunder (including by reason of an Event of Default), any
successor to the Master Servicer or the Special Servicer, as the case may be,
hereunder (including the Trustee if the Trustee has become such successor
pursuant to Section 7.02) may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Master
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Servicer or Special Servicer, as the case may be, under such agreement; (iii)
prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any
foreclosure or similar proceedings with respect to any Mortgaged Property
without the consent of the Master Servicer or the Special Servicer; (iv) in the
case of a Sub-Servicing Agreement entered into by the Master Servicer,
expressly or effectively provides (unless the Special Servicer agrees
otherwise) that such agreement shall be suspended or terminated with respect to
any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a
Specially Serviced Mortgage Loan, and also expressly or effectively provides
(unless the Special Servicer agrees otherwise) that the Sub-Servicer shall not
receive or accrue an entitlement to any sub-servicing compensation in respect
of a Specially Serviced Mortgage Loan or an REO Loan; and (v) in the case of a
Sub-Servicing Agreement entered into by the Special Servicer, relates only to
Specially Serviced Mortgage Loans or REO Properties and expressly or
effectively provides that such agreement shall terminate with respect to any
such Mortgage Loan that becomes a Corrected Mortgage Loan. References in this
Agreement to actions taken or to be taken by the Master Servicer or the Special
Servicer, as the case may be, include actions taken or to be taken by a
Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the
case may be; and, in connection therewith, all amounts advanced by any
Sub-Servicer to satisfy the obligations of the Master Servicer or the Special
Servicer, as the case may be, hereunder to make Advances shall be deemed to
have been advanced by the Master Servicer or the Special Servicer, as the case
may be, out of its own funds. Accordingly, such Advances shall be recoverable
by such Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the Master Servicer or the Special Servicer, as the case may
be; and, for so long as they are outstanding, such Advances shall accrue
interest in accordance with Section 3.11(g) and/or Section 4.03(d), such
interest to be allocable between the Master Servicer or the Special Servicer,
as the case may be, and such Sub-Servicer as they may agree. For purposes of
this Agreement, the Master Servicer and the Special Servicer each shall be
deemed to have received any payment when a Sub-Servicer retained by it receives
such payment. The Master Servicer and the Special Servicer each shall notify
the other such party, the Trustee, the Certificate Administrator and the
Depositor in writing promptly of the appointment by it of any Sub-Servicer, and
shall deliver to the Trustee and the Certificate Administrator copies of all
Sub-Servicing Agreements, and any amendments thereto and modifications thereof,
entered into by it promptly upon its execution and delivery of such documents.
(b) Each Sub-Servicer shall be authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.
(c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the other such
party or to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of their respective Sub-Servicers under
the related Sub-Servicing Agreements. Such enforcement, including the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time as the
Master Servicer or the Special Servicer, as applicable, in its good faith and
reasonable judgment, would require were it the owner of the Mortgage Loans.
Subject to the terms of the related Sub-Servicing Agreement, the Master
Servicer and the Special Servicer shall each have the right to remove a
Sub-Servicer retained by it at any time it considers such removal to be in the
best interests of Certificateholders.
(d) If the Master Servicer or the Special Servicer ceases to serve as
such under this Agreement for any reason (including by reason of an Event of
Default), then the Trustee or other successor Master Servicer or Special
Servicer, as the case may be, shall succeed to the rights and assume
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the obligations of the Master Servicer or the Special Servicer under any
Sub-Servicing Agreement unless the Trustee or other successor Master Servicer
or Special Servicer elects to terminate any such Sub-Servicing Agreement in
accordance with its terms; provided that a Designated Sub-Servicer Agreement
may not be so terminated except for cause. In any event, if a Sub-Servicing
Agreement is to be assumed by the Trustee or other successor Master Servicer or
Special Servicer, then the Master Servicer or the Special Servicer, as
applicable, at its expense shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use its best efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.
(e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee and
the Certificateholders for the performance of their respective obligations and
duties under this Agreement in accordance with the provisions hereof to the
same extent and under the same terms and conditions as if each alone were
servicing and administering the Mortgage Loans or REO Properties for which it
is responsible. No appointment of a Sub-Servicer shall result in any additional
expense to the Trustee, the Certificateholders or the Trust other than those
contemplated herein.
(f) The Special Servicer shall not enter into any Sub-Servicing
Agreement unless either: (i) the Rating Agencies have confirmed in writing that
entering into such agreement will not result in an Adverse Rating Event; or
(ii) such agreement relates to one or more Mortgage Loans (including any such
Mortgage Loan(s) previously sub-serviced in accordance with this Section 3.22)
that together represent less than 25% of the aggregate outstanding principal
balance of all Specially Serviced Mortgage Loans.
(g) Each successor Master Servicer hereunder shall, except as provided
in Section 7.01(c), agree to assume the responsibilities and obligations of the
Master Servicer under the applicable Designated Sub-Servicer Agreement.
SECTION 3.23. Controlling Class Representative.
(a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.23 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 3.24) or to replace an existing
Controlling Class Representative. Upon (i) the receipt by the Certificate
Administrator of written requests for the selection of a Controlling Class
Representative from the Holders (or, in the case of Book-Entry Certificates,
the Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class, (ii) the resignation or removal of
the Person acting as Controlling Class Representative or (iii) a determination
by the Certificate Administrator that the Controlling Class has changed, the
Certificate Administrator shall promptly notify the Depositor and the Holders
(and, in the case of Book-Entry Certificates, to the extent actually known to
a Responsible Officer of the Certificate Administrator or identified thereto by
the Depository or the Depository Participants, the Certificate Owners) of the
Controlling Class that they may select a Controlling Class Representative. Such
notice shall set forth the process established by the Certificate Administrator
for selecting a Controlling Class Representative, which process may include the
designation of the Controlling Class Representative by the Majority Controlling
Class Certificateholder by a writing delivered to the Certificate
Administrator . No appointment of any Person
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as a Controlling Class Representative shall be effective until such Person
provides the Certificate Administrator with written confirmation of its
acceptance of such appointment, an address and telecopy number for the delivery
of notices and other correspondence and a list of officers or employees of such
Person with whom the parties to this Agreement may deal (including their names,
titles, work addresses and telecopy numbers).
(b) Within ten Business Days (or as soon thereafter as practicable if
the Controlling Class consists of Book-Entry Certificates) of any change in the
identity of the Controlling Class Representative of which a Responsible Officer
of the Certificate Administrator has actual knowledge or of receiving a request
therefor from the Master Servicer or Special Servicer, the Certificate
Administrator shall deliver to the requesting party the identity of the
Controlling Class Representative and a list of each Holder (or, in the case of
Book-Entry Certificates, to the extent actually known to a Responsible Officer
of the Trustee or identified thereto by the Depository or the Depository
Participants, each Certificate Owner) of the Controlling Class, including, in
each case, names and addresses. With respect to such information, the
Certificate Administrator shall be entitled to conclusively rely on information
provided to it by the Holders (or, in the case of Book-Entry Certificates,
subject to Section 5.06, by the Depository or the Certificate Owners) of such
Certificates, and the Master Servicer and the Special Servicer shall be
entitled to rely on such information provided by the Certificate Administrator
with respect to any obligation or right hereunder that the Master Servicer and
the Special Servicer may have to deliver information or otherwise communicate
with the Controlling Class Representative or any of the Holders (or, if
applicable, Certificate Owners) of the Controlling Class. In addition to the
foregoing, within two Business Days of the selection, resignation or removal of
a Controlling Class Representative, the Certificate Administrator shall notify
the parties to this Agreement of such event.
(c) A Controlling Class Representative may at any time resign as such
by giving written notice to the Certificate Administrator and to each Holder
(or, in the case of Book-Entry Certificates, Certificate Owner) of the
Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled to remove any
existing Controlling Class Representative by giving written notice to the
Certificate Administrator and to such existing Controlling Class
Representative.
(d) Once a Controlling Class Representative has been selected pursuant
to this Section 3.23, each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Certificate
Administrator and each other party to this Agreement and each Holder (or, in
the case of Book-Entry Certificates, Certificate Owner) of the Controlling
Class, in writing, of the resignation or removal of such Controlling Class
Representative.
(e) Any and all expenses of the Controlling Class Representative shall
be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective
Percentage Interests in such Class, and not by the Trust. Notwithstanding the
foregoing, if a claim is made against the Controlling Class Representative by a
Borrower with respect to this Agreement or any particular Mortgage Loan, the
Controlling Class Representative shall immediately notify the Certificate
Administrator , the Master Servicer and the Special Servicer, whereupon (if the
Special Servicer, the Master Servicer or the Trust are also named parties to
the same action and, in the sole judgment of the Special Servicer, (i) the
Controlling Class Representative had
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acted in good faith, without negligence or willful misfeasance with regard to
the particular matter, and (ii) there is no potential for the Special Servicer
or the Trust to be an adverse party in such action as regards the Controlling
Class Representative) the Special Servicer on behalf of the Trust shall,
subject to Section 6.03, assume the defense of any such claim against the
Controlling Class Representative. This provision shall survive the termination
of this Agreement and the termination or resignation of the Controlling Class
Representative.
SECTION 3.24. Certain Rights and Powers of the Controlling Class
Representative.
(a) The Controlling Class Representative will be entitled to advise
the Special Servicer with respect to the following actions of the Special
Servicer, and notwithstanding anything in any other Section of this Agreement
to the contrary, but in all cases subject to Section 3.24(b), the Special
Servicer will not be permitted to take any of the following actions unless and
until it has notified the Controlling Class Representative in writing and the
Controlling Class Representative has not objected in writing within ten
Business Days of having been notified thereof in writing and having been
provided with all reasonably requested information with respect thereto
(provided that if such written objection has not been received by the Special
Servicer within such ten Business Day period, then the Controlling Class
Representative's approval will be deemed to have been given):
(i) any foreclosure upon or comparable conversion (which may include
acquisitions of an REO Property) of the ownership of properties securing
such of the Specially Serviced Mortgage Loans as come into and continue in
default;
(ii) any modification, amendment or waiver of a monetary term
(including the timing of payments) or any material non-monetary term of a
Specially Serviced Mortgage Loan;
(iii) any proposed sale of a Defaulted Mortgage Loan or REO Property
(other than in connection with the termination of the Trust Fund) for less
than the Purchase Price;
(iv) any acceptance of a discounted payoff with respect to a Specially
Serviced Mortgage Loan;
(v) any determination to bring an REO Property into compliance with
applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;
(vi) any release of collateral for a Specially Serviced Mortgage Loan
(other than in accordance with the terms of, or upon satisfaction of, such
Mortgage Loan);
(vii) any acceptance of substitute or additional collateral for a
Specially Serviced Mortgage Loan (other than in accordance with the terms of
such Mortgage Loan);
(viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with
respect to any Mortgage Loan; and
(ix) any acceptance of an assumption agreement releasing a borrower
from liability under a Mortgage Loan;
provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole), the Special Servicer may take any such action without
waiting for the Controlling Class Representative's response.
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In addition, the Controlling Class Representative may direct the Special
Servicer to take, or to refrain from taking, such actions as the Controlling
Class Representative may deem advisable or as to which provision is otherwise
made herein subject to Section 3.24(b). Upon reasonable request, the Special
Servicer shall provide the Controlling Class Representative with any
information in the Special Servicer's possession with respect to such matters,
including, without limitation, its reasons for determining to take a proposed
action; provided that such information shall also be provided, in a written
format, to the Certificate Administrator, who shall make it available for
review pursuant to Section 8.12(b).
The Master Servicer or the Special Servicer, as applicable shall notify
the Controlling Class Representative of any release or substitution of
collateral for a Mortgage Loan even if such release or substitution is in
accordance with such Mortgage Loan.
(b) Notwithstanding anything herein to the contrary, (i) the Special
Servicer shall not have any right or obligation to consult with or to seek
and/or obtain consent or approval from any Controlling Class Representative
prior to acting, and provisions of this Agreement requiring such shall be of no
effect, during the period prior to the initial selection of a Controlling Class
Representative and, if any Controlling Class Representative resigns or is
removed, during the period following such resignation or removal until a
replacement is selected and (ii) no advice, direction or objection from or by
the Controlling Class Representative, as contemplated by Section 3.24(a), may
(and the Special Servicer shall ignore and act without regard to any such
advice, direction or objection that the Special Servicer has determined, in its
reasonable, good faith judgment, would) (A) require or cause the Special
Servicer to violate applicable law, the terms of any Mortgage Loan, any other
Section of this Agreement or any provision the REMIC Provisions, including the
Special Servicer's obligation to act in accordance with the Servicing Standard,
(B) result in an Adverse REMIC Event with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C)
expose the Trust, the Depositor, the Master Servicer, the Special Servicer, any
Fiscal Agent, the Tax Administrator, the Certificate Administrator or the
Trustee, or any of their respective Affiliates, officers, directors, employees
or agents, to any material claim, suit or liability, or (D) materially expand
the scope of the Special Servicer's responsibilities under this Agreement.
Furthermore, the Special Servicer shall not be obligated to obtain the
approval of the Controlling Class Representative for any actions to be taken by
the Special Servicer with respect to any particular Mortgage Loan if (i) the
Special Servicer has, in accordance with Section 3.24(a), notified the
Controlling Class Representative in writing of the various actions that the
Special Servicer proposes to take with respect to the work-out or liquidation
of such Mortgage Loan and (ii) for 60 days following the first such notice, the
Controlling Class Representative has objected to all of those proposed actions
and has failed to suggest any alternative actions that the Special Servicer
considers to be consistent with the Servicing Standard.
(c) The Controlling Class Representative will have no liability to the
Trust or the Certificateholders for any action taken, or for refraining from
the taking of any action, in good faith pursuant to this Agreement, or for
errors in judgment. Each Certificateholder acknowledges and agrees, by its
acceptance of its Certificates or an interest therein, that the Controlling
Class Representative may have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates, that the
Controlling Class Representative may act solely in the interests of the Holders
of the Controlling Class, that the Controlling Class Representative does not
have any duties to the Holders and Certificate Owners of any Class of
Certificates other than the Controlling Class, that the Controlling Class
Representative may take actions that favor interests of the Holders of the
Controlling Class over
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the interests of the Holders of one or more other Classes of Certificates, and
that the Controlling Class Representative shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever
against the Controlling Class Representative, any Holder, of the Controlling
Class or any director, officer, employee, agent or principal thereof for having
so acted.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions.
(a) On each Distribution Date, the Certificate Administrator shall
apply amounts on deposit in the Distribution Account for the following purposes
and in the following order of priority, in each case to the extent of the
remaining portion of the Standard Available Distribution Amount for such
Distribution Date:
first, to make distributions of interest to the Holders of the Class A-1
Certificates, the Holders of the Class A-2 Certificates and the Holders of
the Class X Certificates, up to, and pro rata as among such Classes of
Certificateholders based on, their respective Current Interest Distribution
Amounts for such Distribution Date;
second, to make distributions of interest to the Holders of the Class A-1
Certificates, the Holders of the Class A-2 Certificates and the Holders of
the Class X Certificates, up to, and pro rata as among such Classes of
Certificateholders based on, their respective Carryforward Interest
Distribution Amounts for such Distribution Date;
third, to make distributions of principal to the Holders of the Class A-1
Certificates and/or the Holders of the Class A-2 Certificates as follows--
(i) prior to the occurrence of the Final Distribution Date or any
Senior Principal Distribution Cross-Over Date, sequentially to the Holders
of the Class A-1 Certificates, up to their Principal Distribution Amount for
such Distribution Date, and then to the Holders of the Class A-2
Certificates, up to their Principal Distribution Amount for such
Distribution Date, and
(ii) on and after the occurrence of any Senior Principal Distribution
Cross-Over Date, and in any event on the Final Distribution Date, to the
Holders of the Class A-1 Certificates and the Holders of the Class A-2
Certificates, up to, and pro rata as between such Classes of
Certificateholders based on, their respective Principal Distribution Amounts
for such Distribution Date; and
fourth, to reimburse the Holders of the Class A-1 Certificates and the
Holders of the Class A-2 Certificates for any Unfunded Principal Balance
Reductions previously incurred thereby, up to, and pro rata as between such
Classes of Certificateholders based on, their respective Loss Reimbursement
Amounts for such Distribution Date.
(b) On each Distribution Date, following the distributions on the
Senior Certificates to be made on such date pursuant to Section 4.01(a), the
Certificate Administrator shall apply any amounts remaining on deposit in the
Distribution Account to make distributions to the Holders of the
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respective Classes of the Subordinate Principal Balance Certificates, in the
following order and, in the case of each such Class of Subordinate Principal
Balance Certificates, up to the lesser of (i) the total of the Current Interest
Distribution Amount, the Carryforward Interest Distribution Amount, the
Principal Distribution Amount and the Loss Reimbursement Amount with respect to
such Class of Certificates for such Distribution Date and (ii) the remaining
portion of the Standard Available Distribution Amount for such Distribution
Date: first, to the Holders of the Class B Certificates; second, to the Holders
of the Class C Certificates; third, to the Holders of the Class D Certificates;
fourth, to the Holders of the Class E Certificates; fifth, to the Holders of
the Class F Certificates; sixth, to the Holders of the Class G Certificates;
seventh, to the Holders of the Class H Certificates; eighth, to the Holders of
the Class J Certificates; ninth, to the Holders of the Class K Certificates;
tenth, to the Holders of the Class L Certificates; eleventh, to the Holders of
the Class M Certificates; twelfth, to the Holders of the Class N Certificates;
and, thirteenth, to the Holders of the Class P Certificates. Amounts
distributable to the Holders of any Class of Subordinate Principal Balance
Certificates on any Distribution Date pursuant to this Section 4.01(b) shall be
applied:
first, to make distributions of interest to the Holders of such Class of
Certificates, up to their Current Interest Distribution Amount for such
Distribution Date;
second, to make distributions of interest to the Holders of such Class of
Certificates, up to their Carryforward Interest Distribution Amount for such
Distribution Date;
third, to make distributions of principal to the Holders of such Class of
Certificates, up to their Principal Distribution Amount for such
Distribution Date; and
fourth, to reimburse the Holders of such Class of Certificates for any
Unfunded Principal Balance Reductions previously incurred thereby, up to
their Loss Reimbursement Amount for such Distribution Date.
(c) On each Distribution Date, following the distributions on the
REMIC III Regular Interest Certificates to be made on such date pursuant to
Sections 4.01(a) and 4.01(b), the Certificate Administrator shall apply any
portion of the Standard Available Distribution Amount for such Distribution
Date then remaining on deposit in the Distribution Account for one of the
following purposes:
(i) if a liquidation of any defaulted Mortgage Loan or REO Property
occurred during the most recently ended Collection Period, and if such
Distribution Date is not the Final Distribution Date, to make a deposit to
the Gain on Sale Reserve Fund in the full amount of any such remaining
portion of the Standard Available Distribution Amount for such Distribution
Date; and
(ii) if a liquidation of any defaulted Mortgage Loan or REO Property
did not occur during the most recently ended Collection Period, or if such
Distribution Date is the Final Distribution Date, to make a distribution to
the Holders of the Class R Certificates in the full amount of any such
remaining portion of the Standard Available Distribution Amount for such
Distribution Date.
(d) On each Distribution Date, the Certificate Administrator shall
apply, for the following purposes and in the following order of priority, any
amount then on deposit in the Distribution
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Account that represents a Prepayment Premium or Yield Maintenance Charge
collected with respect to any Mortgage Loan as of the end of the related
Collection Period:
first, to make distributions of additional interest to the Holders of the
respective Classes of the Yield Maintenance Certificates, up to, and pro
rata as among such Classes of Certificateholders based on, their respective
applicable Additional Yield Amounts; and
second, to make distributions of additional interest to the Holders of
the Class X Certificates, up to the remaining portion, if any, of such
Prepayment Premium or Yield Maintenance Charge, as the case may be.
For purposes of determining the portion of any Prepayment Premium or
Yield Maintenance Charge that is distributable to the Holders of any Class of
Yield Maintenance Certificates on any Distribution Date, the applicable
"Additional Yield Amount" shall be an amount equal to the product of: (i) the
amount of such Prepayment Premium or Yield Maintenance Charge, as the case may
be, that is so distributable; multiplied by (ii) a fraction (not greater than
one or less than zero), the numerator of which is equal to the excess, if any,
of (A) the Pass-Through Rate applicable to such Class of Yield Maintenance
Certificates for the corresponding Interest Accrual Period, over (B) the
relevant Discount Rate, and the denominator of which is equal to the excess, if
any, of (X) the Mortgage Rate for the Mortgage Loan in respect of which such
Prepayment Premium or Yield Maintenance Charge, as the case may be, was
received, over (Y) the relevant Discount Rate; multiplied by (iii) a fraction
(not greater than one or less than zero), the numerator of which is equal to
the Principal Distribution Amount with respect to such Class of Yield
Maintenance Certificates for such Distribution Date, and the denominator of
which is equal to the Total Principal Distribution Amount for such Distribution
Date.
For purposes of determining the portion of any Prepayment Premium or
Yield Maintenance Charge that is distributable to the Holders of any Class of
Yield Maintenance Certificates on any Distribution Date, the relevant "Discount
Rate" shall be a rate determined by the Certificate Administrator, in good
faith, equal to the average yield for "This Week", as most recently reported by
the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519),
for the constant maturity treasury having a maturity coterminous with such
remaining term to maturity date (or, if the applicable prepaid Mortgage Loan
was an ARD Loan, coterminous with the remaining term to the Anticipated
Repayment Date) of the applicable prepaid Mortgage Loan as of the Determination
Date immediately prior to such Distribution Date. If there is no Discount Rate
for instruments having a maturity coterminous with such remaining term (to
maturity or Anticipated Repayment Date, as applicable) of the applicable
prepaid Mortgage Loan, then the relevant "Discount Rate" shall be a rate equal
to the interpolation of the yields of the constant maturity treasuries with
maturities next longer and shorter than such remaining term (to maturity or
Anticipated Repayment Date, as applicable).
(e) On each Distribution Date, the Certificate Administrator shall
withdraw from the Distribution Account any amounts then on deposit in the Class
Y Sub-Account of the Distribution Account that represent Post-ARD Additional
Interest collected in respect of the ARD Loans during or prior to the related
Collection Period and shall distribute such amounts to the Holders of the Class
Y Certificates.
(f) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated pro rata among the Holders of such
Certificates based on their respective Percentage Interests. Except as
otherwise provided below, all such distributions made with respect to each
Class of Certificates on each Distribution Date shall be made to the Holders of
such
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Certificates of record at the close of business on the related Record Date and,
in the case of each such Holder, shall be made by wire transfer of immediately
available funds to the account thereof at a bank or other entity having
appropriate facilities therefor, if such Holder shall have provided the Trustee
or the Certificate Administrator with wiring instructions no later than the
related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent Distribution Dates), and otherwise shall be
made by check mailed to the address of such Holder as it appears in the
Certificate Register. The final distribution on each Certificate (determined,
in the case of a Principal Balance Certificate, without regard to any possible
future reimbursement of any portion of a previously incurred Unfunded Principal
Balance Reduction allocable to such Certificate) will be made in like manner,
but only upon presentation and surrender of such Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Any distribution that is to be
made with respect to a Principal Balance Certificate in reimbursement of any
portion of an Unfunded Principal Balance Reduction allocable to such
Certificate, which reimbursement is to occur after the date on which such
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the Holder that surrendered such Certificate at the
last address set forth for such Holder in the Certificate Register or at any
other address of which the Trustee was subsequently notified in writing.
(g) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of
its Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each such indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the parties hereto shall
have any responsibility therefor except as otherwise provided by this Agreement
or applicable law. The Trustee and the Depositor shall perform their respective
obligations under the Letter of Representations among the Depositor, the
Trustee and the initial Depository, a copy of which Letter of Representations
is attached hereto as Exhibit C.
(h) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund in respect of their Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts previously
distributed on the Certificates in accordance with this Agreement.
(i) Except as otherwise provided in Section 9.01, whenever the
Certificate Administrator expects that the final distribution with respect to
any Class of Certificates will be made on the next Distribution Date (such
final distribution to be determined, in the case of a Class of Principal
Balance Certificates, without regard to any possible future reimbursement of
any portion of a previously incurred Unfunded Principal Balance Reduction in
respect of such Class), the Certificate Administrator shall, as promptly as
possible (and, in any event, no later than two Business Days) after the related
Determination Date, mail to each Holder of such Class of Certificates of record
on such date a notice to the effect that:
(i) the Certificate Administrator expects that the final distribution
with respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and
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surrender of such Certificates at the office of the Certificate Registrar or
at such other location therein specified, and
(ii) no interest shall accrue on such Certificates from and after the
end of the Interest Accrual Period for such Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and
credited to, and shall be held uninvested in trust in, the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to
which notice has been given pursuant to this Section 4.01(i) shall not have
been surrendered for cancellation within six months after the time specified in
such notice, the Certificate Administrator shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, then the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining
non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate. The costs and expenses of holding such funds in
trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any
former Holder on any amount held in trust pursuant to this paragraph. If any
Certificates as to which notice has been given pursuant to this Section
4.01(i), shall not have been surrendered for cancellation by the second
anniversary of the delivery of the second notice, then, subject to applicable
escheat laws, the Certificate Administrator shall distribute to the Class R
Certificateholders all unclaimed funds.
(j) Notwithstanding any other provision of this Agreement, the
Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders of interest or original
issue discount that the Certificate Administrator reasonably believes are
applicable under the Code. The consent of Certificateholders shall not be
required for such withholding. If the Certificate Administrator does withhold
any amount from payments or advances of interest or original issue discount to
any Certificateholder pursuant to federal withholding requirements, the
Certificate Administrator shall indicate the amount withheld to such
Certificateholder.
(k) All distributions of interest made with respect to the Class X
Certificates on each Distribution Date pursuant to clause first of Section
4.01(a) shall be deemed to have first been distributed from REMIC II to REMIC
III on such Distribution Date as interest with respect to the various REMIC II
Regular Interests, up to, and pro rata as among the REMIC II Regular Interests
based on, the Class X Portion of the Current Interest Distribution Amount with
respect to each such REMIC II Regular Interest for such Distribution Date. All
distributions of interest made with respect to the Class X Certificates on each
Distribution Date pursuant to clause second of Section 4.01(a) shall be deemed
to have first been distributed from REMIC II to REMIC III on such Distribution
Date as interest with respect to the various REMIC II Regular Interests, up to,
and pro rata as among the REMIC II Regular Interests based on, the Class X
Portion of the Carryforward Interest Distribution Amount with respect to each
such REMIC II Regular Interest for such Distribution Date. In addition, all
distributions of additional interest (in the form of Prepayment Premiums and
Yield Maintenance Charges) made with respect to the Class X Certificates on
each Distribution Date pursuant to Section 4.01(d) shall be deemed to have
first been distributed from REMIC II to REMIC III on such Distribution Date as
additional interest (in the form of Prepayment Premiums and Yield Maintenance
Charges) with respect to the various REMIC II Regular Interests, pro rata in
accordance with the respective amounts of principal
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deemed distributed with respect to each such REMIC II Regular Interest for such
Distribution Date as provided in the following paragraph.
All distributions made with respect to each Class of Principal Balance
Certificates on each Distribution Date pursuant to Section 4.01(a), Section
4.01(b) or Section 4.01(d) shall be deemed to have first been distributed from
REMIC II to REMIC III on such Distribution Date with respect to the
Corresponding REMIC II Regular Interest for such Class of Certificates. In each
case, if such distribution on any such Class of Principal Balance Certificates
was a distribution of interest, of principal, of additional interest (in the
form of Prepayment Premiums and Yield Maintenance Charges) or in reimbursement
of any related Unfunded Principal Balance Reductions with respect to such Class
of Certificates, then the corresponding distribution deemed to be made on the
Corresponding REMIC II Regular Interest for such Class of Certificates pursuant
to the preceding sentence shall be deemed also to be a distribution of
interest, of principal, of additional interest (in the form of Prepayment
Premiums and Yield Maintenance Charges) or in reimbursement of any related
Unfunded Principal Balance Reductions with respect to such REMIC II Regular
Interest.
The actual distributions made by the Certificate Administrator on each
Distribution Date with respect to the Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(c) (to the extent such distributions relate to
the REMIC III Residual Interest) or Section 4.01(d), as applicable, shall be
deemed to have been so made from the amounts deemed distributed with respect to
the REMIC II Regular Interests on such Distribution Date pursuant to this
Section 4.01(k). Notwithstanding the deemed distributions on the REMIC II
Regular Interests described in this Section 4.01(k), actual distributions of
funds from the Distribution Account shall be made only in accordance with
Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section
4.01(e), as applicable.
(l) On each Distribution Date, immediately prior to making any actual
distributions on the Certificates pursuant to Section 4.01(a), Section 4.01(b)
or Section 4.01(c), or the corresponding deemed distributions on the REMIC II
Regular Interests pursuant to Section 4.01(k), the Certificate Administrator
shall be deemed to have made out of the Standard Available Distribution Amount
for such Distribution Date, the following distributions to REMIC II in the
following order of priority, in each case to the extent of the remaining
portion of such Standard Available Distribution Amount:
first, distributions of interest with respect to all of the REMIC I
Regular Interests, up to, and pro rata as among the REMIC I Regular
Interests based on, their respective Current Interest Distribution Amounts
for such Distribution Date;
second, distributions of interest with respect to all of the REMIC I
Regular Interests, up to, and pro rata as among the REMIC I Regular
Interests based on, their respective Carryforward Interest Distribution
Amounts for such Distribution Date;
third, distributions of principal with respect to all of the REMIC I
Regular Interests, up to, and pro rata as among the REMIC I Regular
Interests based on, their respective Principal Distribution Amounts for such
Distribution Date; and
fourth, reimbursements of Unfunded Principal Balance Reductions with
respect to all of the REMIC I Regular Interests (including any REMIC I
Regular Interests whose Uncertificated Principal Balances have previously
been reduced to zero), up to, and pro rata as among the REMIC I Regular
Interests based on, their respective Loss Reimbursement Amounts for such
Distribution Date.
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In addition, on each Distribution Date, immediately prior to making any
actual distributions on the REMIC III Regular Interest Certificates pursuant to
Section 4.01(d), or the corresponding deemed distributions on the REMIC II
Regular Interests pursuant to Section 4.01(k), the Certificate Administrator
shall be deemed to have distributed to REMIC II each Prepayment Premium and
Yield Maintenance Charge then on deposit in the Distribution Account that was
received on any Mortgage Loan or REO Mortgage Loan during or prior to the
related Collection Period, such distribution to be deemed made with respect to
the REMIC I Regular Interest that relates to such Mortgage Loan or REO Mortgage
Loan, as the case may be.
The distributions deemed made by the Certificate Administrator on each
Distribution Date with respect to the REMIC II Regular Interests pursuant to
Section 4.01(k), as well as the distributions actually made by the Certificate
Administrator on each Distribution Date with respect to the Certificates
pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) (to the extent
such distributions relate to the REMIC II Residual Interest or the REMIC III
Residual Interest) or Section 4.01(d), shall be deemed to have been so made
from the amounts deemed distributed with respect to the REMIC I Regular
Interests on such Distribution Date pursuant to this Section 4.01(l).
Notwithstanding the deemed distributions on the REMIC I Regular Interests
described in this Section 4.01(l), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 4.01(e), as
applicable.
SECTION 4.02. Statements to Certificateholders; Certain Other Reports.
(a) Based solely on information provided to the Certificate
Administrator by the Master Servicer and the Special Servicer pursuant to
Sections 3.12, 4.02(b) and 4.02(c), the Certificate Administrator shall prepare
(or cause to be prepared) and, on each Distribution Date, provide or make
available electronically (or, upon request, by first class mail) to the
Depositor, the Master Servicer, the Special Servicer, the Mortgage Loan
Sellers, the Underwriters, the Rating Agencies, the Controlling Class
Representative, each Certificateholder and, to the extent that the Certificate
Administrator has in accordance with Section 5.06(b) confirmed the Ownership
Interest in the Certificates held thereby, each Certificate Owner a statement
substantially in the form of, and containing the information set forth in,
Exhibit E-1 hereto (the "Distribution Date Statement"), detailing the
distributions on such Distribution Date and the performance, both in the
aggregate and individually to the extent available, of the Mortgage Loans and
the Mortgaged Properties; provided that the Certificate Administrator need not
deliver to the Depositor, the Master Servicer, the Special Servicer, the
Mortgage Loan Sellers, the Underwriters, the Rating Agencies or the Controlling
Class Representative any Distribution Date Statement that has been made
available via the Certificate Administrator's Internet Website as provided
below; and provided, further, that the Certificate Administrator has no
affirmative obligation to discover the identities of Certificate Owners and
need only react to Persons claiming to be Certificate Owners in accordance with
Section 5.06.
On each Distribution Date, the Certificate Administrator shall also
provide or make available electronically (or, upon request, by first class mail)
to each Certificateholder (and each Certificate Owner that is receiving a
Distribution Date Statement on such Distribution Date), at the same time that
the Distribution Date Statement is delivered thereto, the Collateral Summary
File, the Bond File and, to the extent received by the Certificate Administrator
since the prior Distribution Date (or, in the case of the initial Distribution
Date, since the Closing Date), each other file and report comprising the CMSA
Investor Reporting Package (excluding the Loan Set-Up File),
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On each Distribution Date, the Certificate Administrator shall provide or
make available electronically (or, upon request, by first class mail) to the
Depositor, the Mortgage Loan Sellers, the Underwriters, the Master Servicer, the
Special Servicer, the Rating Agencies and the Controlling Class Representative,
a copy of the following reports delivered to it by the Master Servicer pursuant
to Section 3.12(d) since the preceding Distribution Date (or, in the case of the
initial Distribution Date, since the Closing Date): (i) the Delinquent Loan
Status Report; (ii) the Historical Liquidation Report; (iii) the Historical Loan
Modification Report; (iv) the REO Status Report; (v) the Servicer Watch List
Report; (vi) the Comparative Financial Status Report and (vii) a report setting
forth for the related Collection Period and on a cumulative basis all Realized
Losses and itemized expenses and Advance Interest paid by the Trust. The
Certificate Administrator shall provide or make available electronically on each
Distribution Date (or, upon request, by first class mail) to the Depositor, the
Master Servicer, the Special Servicer, the Rating Agencies, and the Controlling
Class Representative, a copy of the Loan Periodic Update File containing
information regarding each Mortgage Loan and the Property File containing
information regarding each Mortgaged Property and REO Property as of the end of
the related Collection Period. On each Distribution Date, the Certificate
Administrator shall forward to the Controlling Class Representative a copy of
each NOI Adjustment Worksheet received by the Certificate Administrator since
the preceding Distribution Date (or, in the case of the initial Distribution
Date, since the Closing Date), in a form reasonably acceptable to the recipient.
The Certificate Administrator shall have no obligation to provide the
information or reports described in this Section 4.02(a) until it has received
the requisite information or reports from the Master Servicer, and the
Certificate Administrator shall not be in default hereunder due to a delay in
providing the Certificateholder Reports caused by the Master Servicer's failure
to timely deliver any information or reports hereunder. None of the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator
shall be responsible for the accuracy or completeness of any information
supplied to it by a Borrower or third party, and accepted by it in good faith,
that is included in any reports, statements, materials or information prepared
or provided by the Master Servicer, the Special Servicer, the Trustee or the
Certificate Administrator, as applicable. None of the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided
by a Borrower, a third party or each other.
The Certificate Administrator shall make available each month, to
Certificateholders, Certificate Owners, prospective investors and any other
interested party, via the Certificate Administrator's Internet Website, in a
downloadable format, all Distribution Date Statements and Unrestricted Servicer
Reports (which in each case, if applicable will identify each Mortgage Loan by
mortgage loan number and property name, if any) and, with the consent or at the
direction of the Depositor, such other information regarding the Certificates
and/or the Mortgage Loans as the Certificate Administrator may have in its
possession; provided that, unless (i) the particular report or information has
been filed with the Commission pursuant to Section 8.15 or (ii) the Depositor
has notified the Certificate Administrator that SSB and Greenwich have sold the
Non-Registered Certificates to unaffiliated third parties, access to such
reports and information on the Certificate Administrator's Internet Website
will be password protected to the same extent, and limited to the same Persons,
as the Restricted Servicer Reports. After the Certificate Administrator shall
have received the notice from the Depositor regarding the sale of the
Non-Registered Certificates, as described in the preceding sentence, the
Certificate Administrator shall make the Distribution Date Statement available
to any interested party via its electronic bulletin board and fax-on-demand
service. The Certificate Administrator shall make the Restricted Servicer
Reports available each month, via the Certificate Administrator's Internet
Website, to any Certificateholder, Certificate Owner, any Person identified by
any Certificateholder or Certificate Owner as a prospective transferee of a
Certificate or interest therein, any Underwriter, any Rating Agency, the Master
Servicer, the Special Servicer, the Controlling Class Representative or any
party hereto, with the use of a password provided by the Certificate
Administrator to such person upon
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receipt by the Certificate Administrator from such Person of a certification
substantially in the form of Exhibit L-1 or Exhibit L-2, as applicable;
provided, however, that the Certificate Administrator shall provide such
password to each party hereto, the Controlling Class Representative, the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer and each
Rating Agency without requiring such certification. In addition, the
Certificate Administrator is hereby directed and authorized to make available,
as a convenience to interested parties (and not in furtherance of the
distribution of the Prospectus or the Prospectus Supplement under the
securities laws), this Agreement, the Prospectus and the Prospectus Supplement
via the Certificate Administrator's Internet Website. The Certificate
Administrator will make no representations or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor.
The Certificate Administrator's Internet Website shall be located at
"www.chase.com/sfa" or at such other address as shall be specified by the
Certificate Administrator from time to time in the Distribution Date Statement
and in one or more written notices delivered to the other parties hereto, the
Controlling Class Representative (if any), the Certificateholders and the Rating
Agencies. In connection with providing access to the Certificate Administrator's
Internet Website and electronic bulletin board, the Certificate Administrator
may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in
accordance with this Agreement.
The Certificate Administrator shall be entitled to rely on but shall not
be responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Distribution Date Statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).
(b) On the third Business Day prior to the related Distribution Date,
the Master Servicer shall deliver to the Certificate Administrator the Loan
Periodic Update File, reflecting information as of the close of business on the
last day of the Collection Period, in a mutually agreeable electronic format.
Such Loan Periodic Update File and any written information supplemental thereto
shall include such information with respect to the Mortgage Loans that is
required by the Certificate Administrator for purposes of making the
calculations and preparing the reports for which the Certificate Administrator
is responsible pursuant to Section 4.01, this Section 4.02, Section 4.05 or any
other section of this Agreement, as set forth in written specifications or
guidelines issued by the Certificate Administrator from time to time. Such
information may be delivered by the Master Servicer to the Certificate
Administrator by telecopy or in such electronic or other form as may be
reasonably acceptable to the Certificate Administrator and the Master Servicer.
The Special Servicer shall from time to time (and, in any event, as may be
reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Mortgage
Loans and REO Properties as may be necessary for the Master Servicer to prepare
each report and any supplemental information to be provided by the Master
Servicer to the Trustee and the Certificate Administrator .
At or before 11:00 a.m. (New York City time) on the later of (i) the
second Business Day following each Determination Date and (ii) the third
Business Day prior to the related Distribution Date, the Master Servicer shall
deliver or cause to be delivered to the Controlling Class Representative, in
writing and on a computer-readable medium, in form reasonably acceptable to the
recipient, including on a loan-by-loan basis, the following reports: (1) a
Delinquent Loan Status Report, (2) an REO Status Report, (3) an Historical Loan
Modification Report, (4) an Historical Liquidation Report, (5) a Comparative
Financial Status Report, (6) the Loan Periodic Update File, (7) the Property
File, (8) a
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Servicer Watchlist, (9) the Financial File, and (10) a single report setting
forth (but only to the extent not covered by any of the other reports in clause
(1) through (9) of this paragraph) the information specified in clause (i)
through (vi) below (the amounts and allocation of payments, collections, fees
and expenses with respect to Specially Serviced Mortgage Loans and REO
Properties to be based upon the monthly reports to be delivered by the Special
Servicer to the Master Servicer):
(i) the aggregate amount that is to be transferred from the Collection
Account to the Distribution Account on the related Master Servicer
Remittance Date that is allocable to principal on or in respect of the
Mortgage Loans and any REO Mortgage Loans, separately identifying the
aggregate amount of any Principal Prepayments included therein, and (if
different) the Total Principal Distribution Amount for the immediately
succeeding Distribution Date;
(ii) the aggregate amount that is to be transferred from the Collection
Account to the Distribution Account on the related Master Servicer
Remittance Date that is allocable to (A) interest on or in respect of the
Mortgage Loans and any REO Mortgage Loans and (B) Prepayment Premiums and/or
Yield Maintenance Charges;
(iii) the aggregate amount of any P&I Advances (specifying the principal
and interest portions thereof separately) to be made pursuant to Section
4.03 of this Agreement that were made in respect of the immediately
preceding Distribution Date;
(iv) the amount of the Master Servicing Fees, Special Servicer Standby
Fees, Special Servicing Fees, Workout Fees and Liquidation Fees with respect
to the Mortgage Pool for the Collection Period ending on the related
Determination Date, in each case payable to the Master Servicer, the Special
Servicer and any Sub-Servicers retained by each;
(v) the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately before and immediately after the subject
Distribution Date; and
(vi) the aggregate amount of the Additional Trust Fund Expenses (broken
down by type) withdrawn from the Collection Account during the Collection
Period ending on the related Determination Date.
The Master Servicer may, but is not required to, post certain reports
relating to the Mortgage Loans to its Internet Website. Access to such Website
will be password protected, unless otherwise agreed to by the Depositor.
Notwithstanding the foregoing, the failure of the Master Servicer or
Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(b) or Section 4.02(c) shall not constitute a
breach of this Section 4.02(b) or of Section 4.02(c) to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or the Special Servicer, as the case
may be, would violate any applicable law or any provision of a Mortgage Loan
document prohibiting disclosure of information with respect to the Mortgage
Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer
may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any
other party hereto).
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(c) Within a reasonable period of time after the end of each calendar
year, the Certificate Administrator shall prepare, or cause to be prepared, and
mail to each Person who at any time during the calendar year was a
Certificateholder (i) a statement containing the aggregate information set
forth on page 2 of the Distribution Date Statement hereto for such calendar
year or applicable portion thereof during which such person was a
Certificateholder and (ii) such other customary information as the Certificate
Administrator deems necessary or desirable for Certificateholders to prepare
their federal, state and local income tax returns, including the amount of
original issue discount accrued on the Certificates, if applicable. The
obligations of the Certificate Administrator in the immediately preceding
sentence shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate
Administrator pursuant to any requirements of the Code. As soon as practicable
following the request of any Certificateholder in writing, the Certificate
Administrator shall furnish to such Certificateholder such information
regarding the Mortgage Loans and the Mortgaged Properties as such
Certificateholder may reasonably request and, as has been furnished to, or may
otherwise be in the possession of, the Certificate Administrator. The Master
Servicer and the Special Servicer shall promptly provide to the Depositor, the
Tax Administrator, the Certificate Administrator and the Trustee such
information regarding the Mortgage Loans and the Mortgaged Properties as such
party may reasonably request and at the requesting party's expense, and that
has been furnished to, or may otherwise be in the possession of, the Master
Servicer or the Special Servicer, as the case may be.
(d) The Master Servicer, to the extent the Master Servicer and the
Special Servicer are not the same Person, shall have no obligation to provide
information or reports required pursuant to this Agreement with respect to
Specially Serviced Mortgage Loans and REO Properties until it has received the
requisite information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing such
information or reports caused by the Special Servicer's failure to deliver the
requisite information or reports.
SECTION 4.03. P&I Advances.
(a) On or before each P&I Advance Date, the Master Servicer shall,
subject to Section 4.03(c), either (i) deposit into the Distribution Account
from its own funds an amount equal to the aggregate amount of P&I Advances, if
any, to be made in respect of the related Distribution Date, (ii) apply amounts
held in the Collection Account for future distribution to Certificateholders in
subsequent months in discharge of any such obligation to make P&I Advances, or
(iii) make P&I Advances in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made; provided that if Late
Collections of any of the delinquent principal and/or interest in respect of
which it is to make P&I Advances on any P&I Advance Date are then on deposit in
the Collection Account, the Master Servicer shall use such Late Collections
(net of any Master Servicing Fees, Special Servicer's Standby Fees and Workout
Fees payable therefrom) to make such P&I Advances. Any amounts held in the
Collection Account for future distribution and so used to make P&I Advances
(other than the Late Collections of the delinquent principal and/or interest
contemplated by the proviso to the preceding sentence) shall be appropriately
reflected in the Master Servicer's records and replaced by the Master Servicer
by deposit in the Collection Account on or before the next succeeding
Determination Date (to the extent not previously replaced through the deposit
of Late Collections of the delinquent principal and/or interest in respect of
which such P&I Advances were made). If, as of 3:30 p.m., New York City time, on
any P&I Advance Date, the Master Servicer shall not have made any P&I Advance
required to be made on such date pursuant to this Section 4.03(a) (and shall
not have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance
pursuant to Section 4.03(c) or shall not have remitted any portion of the
Master Servicer Remittance Amount required to be remitted on such date, then
the Certificate
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Administrator shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. (215)
328-3478 (or such alternative number provided by the Master Servicer to the
Certificate Administrator in writing), with a copy to the Trustee to telecopy
no. (410) 884-2360 (or such alternative number provided by the Trustee to the
Certificate Administrator in writing), and by telephone to the Master Servicer
at telephone no. (215) 328-1258 (or such alternative number provided by the
Master Servicer to the Certificate Administrator in writing) as soon as
possible, but in any event before 5:00 p.m., New York City time, on such P&I
Advance Date. If, after such notice, the Certificate Administrator does not
receive the full amount of such P&I Advances by 11:00 a.m. (New York City time)
on the related Distribution Date, then, unless the Trustee determines that such
Advance would be a Nonrecoverable P&I Advance if made, the Trustee shall make
the portion of such P&I Advances that was required to be, but was not, made by
the Master Servicer on such P&I Advance Date.
(b) The aggregate amount of P&I Advances to be made by the Master
Servicer in respect of any Distribution Date, subject to Section 4.03(c) below,
shall equal the aggregate of all Monthly Payments (other than Balloon Payments)
and any Assumed Monthly Payments, in each case net of any related Master
Servicing Fees, Special Servicer's Standby Fees and Workout Fees, due or deemed
due, as the case may be, in respect of the Mortgage Loans (including Balloon
Mortgage Loans delinquent as to their respective Balloon Payments) and any REO
Mortgage Loans on their respective Due Dates during the related Collection
Period, in each case to the extent such amount was not paid by or on behalf of
the related Borrower or otherwise collected as of the close of business on the
related Determination Date; provided that, if an Appraisal Reduction Amount
exists with respect to any Required Appraisal Loan, then the interest portion
of any P&I Advance required to be made in respect of such Required Appraisal
Loan for the related Distribution Date shall be reduced (it being herein
acknowledged that there shall be no reduction in the principal portion of such
P&I Advance) to equal the product of (i) the amount of the interest portion of
such P&I Advance that would otherwise be required to be made in respect of such
Required Appraisal Loan for such Distribution Date without regard to this
proviso, multiplied by (ii) a fraction, expressed as a percentage, the
numerator of which shall equal the Stated Principal Balance of such Required
Appraisal Loan immediately prior to such Distribution Date, net of the related
Appraisal Reduction Amount, and the denominator of which shall equal the Stated
Principal Balance of such Required Appraisal Loan immediately prior to such
Distribution Date; and provided, further, that the Holders of Certificates
representing a majority of the Voting Rights allocated to the most subordinate
Class of Principal Balance Certificates (other than the Class A, Class B, Class
C, Class D, Class E, Class F or Class G Certificates) will be entitled, to the
extent that it does not adversely affect the distributions with respect to any
more senior Class of Certificates, to elect (by written notice to the Master
Servicer, Certificate Administrator and the Trustee three Business Days prior
to the related P&I Advance Date) not to receive the benefits of P&I Advances
pursuant to this Section 4.03 on any particular Distribution Date, in which
case each P&I Advance that would otherwise be made pursuant to this Section
4.03 on the related P&I Advance Date will be reduced by that portion thereof
(calculated as described in the next sentence) that would otherwise be
distributable on such Class of Certificates on such Distribution Date. If the
Holders of Certificates representing a majority of the Voting Rights allocated
to the most subordinate Class of Principal Balance Certificates (other than the
Class A, Class B, Class C, Class D, Class E, Class F or Class G Certificates)
elect with respect to any Distribution Date to forego the benefits of P&I
Advances in accordance with the second proviso to the preceding sentence, then
(i) the interest portion of each P&I Advance to be made pursuant to this
Section 4.03 shall be reduced by an amount equal to the product of (A) the
amount of the interest portion of such P&I Advance that would otherwise be
required without regard to such election or any related Appraisal Reduction
Amount, multiplied by (B) a fraction, the numerator of which is equal to the
Current Interest
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Distribution Amount with respect to such Class of Principal Balance
Certificates for such Distribution Date, and the denominator of which is the
aggregate Current Interest Distribution Amount with respect to all the Classes
of REMIC III Regular Interest Certificates for such Distribution Date, and (ii)
the principal portion of each P&I Advance to be made pursuant to this Section
4.03 shall be reduced by an amount equal to the product of (X) the amount of
the principal portion of such P&I Advance that would otherwise be required
without regard to such election, multiplied by (Y) a fraction, the numerator of
which is equal to the Principal Distribution Amount with respect to such Class
of Principal Balance Certificates for such Distribution Date (without regard to
such election), and the denominator of which is equal to the Total Principal
Distribution Amount for such Distribution Date (without regard to such
election); provided that such reductions in the P&I Advances to be made
pursuant to this Section 4.03 with respect to such Distribution Date may not
result in the Standard Available Distribution Amount for such Distribution Date
being less than the total of all payments distributable in respect of all more
senior Classes of Certificates on such date pursuant to Sections 4.01(a) and
4.01(b); and provided, further, that no such reductions in any P&I Advance to
be made pursuant to this Section 4.03 shall be in addition to the reduction
therein caused by an Appraisal Reduction Amount for the related Mortgage Loan
or REO Loan, but rather the applicable reduction to such P&I Advance shall
equal the greater of the reduction resulting from such election and the
reduction resulting from such Appraisal Reduction Amount.
(c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer (or, if applicable, the Trustee or any Fiscal Agent) that it has made
a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, shall be made by such Person in its
reasonable, good faith judgment and shall be evidenced by an Officer's
Certificate delivered to the Depositor, to the Special Servicer, to the
Controlling Class Representative and, if made by the Master Servicer, to the
Trustee (on or before the related P&I Advance Date in the case of a proposed
P&I Advance), setting forth the basis for such determination, accompanied by a
copy of an Appraisal of the related Mortgaged Property or REO Property
performed within the 12 months preceding such determination by a Qualified
Appraiser, if available, and further accompanied by any other information,
including engineers' reports, environmental surveys or similar reports, that
the Person making such determination may have obtained and that support such
determination. The Trustee and any Fiscal Agent shall be entitled to
conclusively rely on any nonrecoverability determination made by the Master
Servicer with respect to a particular P&I Advance. The Special Servicer shall
promptly furnish any party required to make P&I Advances hereunder with any
information in its possession regarding the Specially Serviced Mortgage Loans
and REO Properties as such party required to make P&I Advances may reasonably
request.
(d) The Master Servicer, the Trustee and any Fiscal Agent shall each
be entitled to receive interest at the Reimbursement Rate in effect from time
to time, accrued on the amount of each P&I Advance made thereby (with its own
funds), for so long as such P&I Advance is outstanding. Such interest with
respect to any P&I Advance shall be payable during the Collection Period in
which such Advance is reimbursed: (i) first, out of any Default Charges
collected with respect to the entire Mortgage Pool during such Collection
Period; and (ii) then, such Advance is reimbursed, but only if and to the
extent that such Default Charges are insufficient to cover such Advance
Interest, out of general collections on the Mortgage Loans and REO Properties
on deposit in the Collection Account. The Master Servicer shall reimburse
itself, the Trustee or any Fiscal Agent, as applicable, for any outstanding P&I
Advance made thereby as soon as practicable after funds available for such
purpose are deposited in the Collection Account, and in no event shall interest
accrue in accordance with this Section 4.03(d) on any P&I Advance as to which
the corresponding Late Collection was received as of the
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related P&I Advance Date. The Master Servicer shall not be entitled to Advance
Interest to the extent a payment is received but is being held by the Master
Servicer in suspense.
SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
Expenses.
(a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Sections 4.01(a) and
4.01(b), the Certificate Administrator shall determine the amount, if any, by
which (i) the then aggregate of the Class Principal Balances of all the Classes
of Principal Balance Certificates, exceeds (ii) the aggregate Stated Principal
Balance of the Mortgage Pool that will be outstanding immediately following
such Distribution Date. If such excess does exist, then the Class Principal
Balances of the Class P, Class N, Class M, Class L, Class K, Class J, Class H,
Class G, Class F, Class E, Class D, Class C and Class B Certificates shall be
reduced sequentially, in that order, until such excess is reduced to zero;
provided that, no such Class of Certificates shall have its Class Principal
Balance reduced unless and until the Class Principal Balance of each other
Class of Certificates, if any, listed in front of it has been reduced to zero;
and provided, further, that if after the foregoing reductions, the amount
described in clause (i) of the preceding sentence still exceeds the amount
described in clause (ii) of such sentence, then the respective Class Principal
Balances of the Class A-1 and Class A-2 Certificates shall be reduced on a pro
rata basis in accordance with the relative sizes of such Class Principal
Balances, until any such remaining excess is reduced to zero. All such
reductions in the Class Principal Balances of the respective Classes of the
Principal Balance Certificates shall constitute allocations of Realized Losses
and Additional Trust Fund Expenses.
(b) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(k), the Certificate Administrator shall determine the amount, if
any, by which (i) the then aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests, exceeds (ii) the aggregate Stated Principal Balance
of the Mortgage Pool that will be outstanding immediately following such
Distribution Date. If such excess does exist, then the Uncertificated Principal
Balances of REMIC II Regular Interest P, REMIC II Regular Interest N, REMIC II
Regular Interest M, REMIC II Regular Interest L, REMIC II Regular Interest K,
REMIC II Regular Interest J, REMIC II Regular Interest H, REMIC II Regular
Interest G, REMIC II Regular Interest F, REMIC II Regular Interest E, REMIC II
Regular Interest D, REMIC II Regular Interest C and REMIC II Regular Interest
B, shall be reduced sequentially, in that order, until such excess is reduced
to zero; provided that, no such REMIC II Regular Interest shall have its
Uncertificated Principal Balance reduced unless and until the Uncertificated
Principal Balance of each other REMIC II Regular Interest, if any, listed in
front of it has been reduced to zero; and provided, further, that if after the
foregoing reductions, the amount described in clause (i) of the preceding
sentence still exceeds the amount described in clause (ii) of such sentence,
then the respective Uncertificated Principal Balances of REMIC II Regular
Interest A-1 and REMIC II Regular Interest A-2 shall be reduced on a pro rata
basis in accordance with the relative sizes of such Uncertificated Principal
Balances, until any such remaining excess is reduced to zero. All such
reductions in the Uncertificated Principal Balances of the respective REMIC II
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.
(c) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section
4.01(l), the Uncertificated Principal Balance of each REMIC I Regular Interest
(after taking account of such deemed distributions) shall be reduced to the
extent necessary to equal the Stated Principal Balance of the related Mortgage
Loan or
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REO Mortgage Loan, as the case may be (or, if applicable in cases involving the
substitution of multiple Replacement Mortgage Loans, the aggregate Stated
Principal Balance of each and every related Mortgage Loan and/or REO Mortgage
Loan, as the case may be), that will be outstanding immediately following such
Distribution Date. All such reductions in the Uncertificated Principal Balances
of the respective REMIC I Regular Interests shall be deemed to constitute
allocations of Realized Losses and Additional Trust Fund Expenses.
SECTION 4.05. Calculations.
The Certificate Administrator shall, provided it receives the necessary
information from the Master Servicer and/or Special Servicer, be responsible
for performing all calculations necessary in connection with the actual and
deemed distributions to be made pursuant to Section 4.01, the preparation of
the Distribution Date Statements pursuant to Section 4.02(a) and the actual and
deemed allocations of Realized Losses and Additional Trust Fund Expenses to be
made pursuant to Section 4.04. The Certificate Administrator shall calculate
the Standard Available Distribution Amount for each Distribution Date and shall
allocate such amount among Certificateholders in accordance with this
Agreement. Absent actual knowledge of an error therein, the Certificate
Administrator shall have no obligation to recompute, recalculate or otherwise
verify any information provided to it by the Master Servicer. The calculations
by the Certificate Administrator contemplated by this Section 4.05 shall, in
the absence of manifest error, be presumptively deemed to be correct for all
purposes hereunder.
SECTION 4.06. Appointment of Certificate Administrator.
The Trustee may, at its own expense, appoint any Person with appropriate
experience as a paying agent and securities administrator to act as Certificate
Administrator hereunder; provided that, in the absence of any other Person
appointed in accordance herewith acting as Certificate Administrator, the
Trustee agrees to act in such capacity in accordance with the terms hereof. The
appointment of a Certificate Administrator shall not relieve the Trustee from
any of its obligations hereunder, and the Trustee shall remain responsible for
all acts and omissions of the Certificate Administrator. The Trustee shall
cause any such Certificate Administrator appointed by it to execute and deliver
to the Trustee an instrument in which such Certificate Administrator shall
agree to act in such capacity in accordance with the obligations and
responsibilities provided for herein. The Certificate Administrator shall be
subject to the same standards of care, limitations on liability and rights to
indemnity as the Trustee, and the provisions of Sections 8.01, 8.02, 8.03,
8.04, 8.05(b), 8.05(c) and 8.05(e) shall apply to the Certificate Administrator
to the same extent that they apply to the Trustee. Any Certificate
Administrator appointed in accordance with this Section 4.06 may at any time
resign by giving at least 30 days' advance written notice of resignation to the
Trustee, the Master Servicer, the Special Servicer and the Depositor. The
Trustee may at any time terminate the agency of any Certificate Administrator
appointed in accordance with this Section 4.06 by giving written notice of
termination to such Certificate Administrator, the Master Servicer, the Special
Servicer and the Depositor.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-6; provided, however, that any of the
Certificates may be issued with
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appropriate insertions, omissions, substitutions and variations, and may have
imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Agreement, as may be required to
comply with any law or with rules or regulations pursuant thereto, or with the
rules of any securities market in which the Certificates are admitted to
trading, or to conform to general usage. The Certificates will be issuable in
registered form only; provided, however, that in accordance with Section 5.03
beneficial ownership interests in the Class X, Class A, Class B, Class C, Class
D, Class E, Class F and Class G Certificates shall initially be held and
transferred through the book-entry facilities of the Depository. The REMIC III
Regular Interest Certificates will be issuable only in denominations
corresponding to initial Certificate Principal Balances (or, in the case of the
Class X Certificates, initial Certificate Notional Amounts) as of the Closing
Date of: (i) in the case of the Class X Certificates, $1,000,000 and any whole
dollar denomination in excess thereof; (ii) in the case of the Class A-1, Class
A-2, Class B, Class C, Class D, Class E, Class F and Class G Certificates,
$10,000 and any whole dollar denomination in excess thereof; and (iii) in the
case of the other REMIC III Regular Interest Certificates, $100,000 and any
whole dollar denomination in excess thereof. The Class R Certificates and the
Class Y Certificates will be issuable only in denominations representing
Percentage Interests in the related Class of not less than 10.0%.
(b) The Certificates shall be executed by manual or facsimile
signature by an authorized officer of the Certificate Registrar on behalf of
the Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers of the Certificate
Registrar shall be entitled to all benefits under this Agreement, subject to
the following sentence, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Certificate Registrar by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
SECTION 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee may, at its own expense, appoint any Person with
appropriate experience as a securities registrar to act as Certificate
Registrar hereunder; provided that, in the absence of any other Person
appointed in accordance herewith acting as Certificate Registrar, the Trustee
agrees to act in such capacity in accordance with the terms hereof. The
appointment of a Certificate Registrar shall not relieve the Trustee from any
of its obligations hereunder, and the Trustee shall remain responsible for all
acts and omissions of the Certificate Registrar. The Trustee shall cause any
such Certificate Registrar appointed by it to execute and deliver to the
Trustee an instrument in which such Certificate Registrar shall agree to act in
such capacity in accordance with the obligations and responsibilities provided
for herein. The Certificate Registrar shall be subject to the same standards of
care, limitations on liability and rights to indemnity as the Trustee, and the
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c) and 8.05(e)
shall apply to the Certificate Registrar to the same extent that they apply to
the Trustee. Any Certificate Registrar appointed in accordance with this
Section 5.02(a) may at any time resign by giving at least 30 days' advance
written notice of resignation to the Trustee, the Master Servicer, the Special
Servicer and the Depositor. The Trustee may at any time terminate the agency of
any Certificate Registrar appointed in accordance with this Section 5.02(a) by
giving written notice of termination to such Certificate Registrar the Master
Servicer, the Special Servicer and the Depositor.
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At all times during the term of this Agreement, there shall be maintained
at the office of the Certificate Registrar a Certificate Register in which,
subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Tax Administrator shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register.
If any Certificateholder makes written request to the Certificate
Registrar, and such request states that such Certificateholders desires to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication that such Certificateholder proposes to transmit, then the
Certificate Registrar shall, within 30 days after the receipt of such request,
afford the requesting Certificateholder access during normal business hours to,
or deliver to the requesting Certificateholder a copy of, the most recent list
of Certificateholders held by the Certificate Registrar (which list shall be
current as of a date no earlier than 30 days prior to the Certificate
Registrar's receipt of such request). Every Certificateholder, by receiving such
access, acknowledges that neither the Certificate Registrar nor the Trustee will
be held accountable in any way by reason of the disclosure of any information as
to the names and addresses of any Certificateholder regardless of the source
from which such information was derived.
(b) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities
Act and such state securities laws. If a transfer of any Non-Registered
Certificate is to be made without registration under the Securities Act (other
than in connection with the initial issuance of the Certificates or a transfer
of any Non-Registered Certificate by the Depositor), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached hereto as Exhibit F-1A; or (ii) a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached hereto as Exhibit F-1B and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B; or (iii) an Opinion of Counsel satisfactory to
the Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust or of the Depositor, the Master Servicer, the Special
Servicer, the Tax Administrator, the Certificate Administrator, the Trustee,
any Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such transfer from the Certificateholder desiring to effect such transfer
and/or such Certificateholder's prospective Transferee on which such Opinion of
Counsel is based. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify any Class of Non-Registered
Certificates under the Securities Act or any other securities law or to take
any action not otherwise required under this Agreement to permit the transfer
of any Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder desiring to effect a transfer, sale,
pledge or other disposition of any Non-Registered Certificate or interest
therein shall, and does hereby agree to, indemnify the Depositor, SSB,
Greenwich, the Trustee, any Fiscal Agent, the Master Servicer, the Special
Servicer, the Tax Administrator, Certificate Administrator and the Certificate
Registrar against any liability that may result if such transfer, sale, pledge
or other disposition is not exempt from the
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registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.
(c) No transfer of a Subordinate or Class Y Certificate or any
interest therein shall be made (A) to any retirement plan or other employee
benefit plan, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which such
plans, accounts or arrangements are invested, including insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Certificate on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of such Certificate or interest therein by the
prospective Transferee would result in a violation of Section 406 of ERISA or
Section 4975 of the Code or would result in the imposition of an excise tax
under Section 4975 of the Code. Except in connection with the initial issuance
of the Subordinate and Class Y Certificates or any transfer of a Subordinate or
Class Y Certificate by the Depositor or, in the case of a Book-Entry
Subordinate Certificate, any transfer of such Certificate to a successor
Depository or to the applicable Certificate Owner in accordance with Section
5.03(c), the Certificate Registrar shall refuse to register the transfer of a
Subordinate or Class Y Certificate unless it has received from the prospective
Transferee, either (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) a certification to the effect that the
purchase and continued holding of such Certificate by such prospective
Transferee is exempt from the prohibited transaction provisions of Section 406
of ERISA and Section 4975 of the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) a certification of facts and an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee, the Certificate Registrar or the Trust) which otherwise establish to
the reasonable satisfaction of the Certificate Registrar that such transfer
will not result in a violation of Section 406 of ERISA or Section 4975 of the
Code or result in the imposition of an excise tax under Section 4975 of the
Code. It is hereby acknowledged that the form of certification attached hereto
as Exhibit G is acceptable for purposes of the preceding sentence. Each
Transferee of an interest in any Book-Entry Subordinate Certificate shall be
deemed to have represented and warranted that either: (i) such Transferee is
not a Plan and is not directly or indirectly purchasing such Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and continued holding of such
Certificate or interest therein by such Transferee is exempt from the
prohibited transaction provisions of Section 406 of ERISA and Section 4975 of
the Code under Sections I and III of Prohibited Transactions Class Exemption
95-60.
(d) (i) Each Person who has or who acquires any Ownership Interest in
a Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and
to have irrevocably authorized the Trustee under clause (ii)(A) below to
deliver or cause the delivery of payments to a Person other than such Person
and to have irrevocably authorized the Trustee under clause (ii)(B) below to
negotiate the terms of any mandatory disposition and to execute all instruments
of Transfer and to do all other things necessary in connection with any such
disposition. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Tax Administrator and the Trustee of any change or impending
change in its status as a Permitted Transferee.
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(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall
require delivery to it, and shall not register the Transfer of any Class
R Certificate until its receipt, of an affidavit and agreement
substantially in the form attached hereto as Exhibit H-1 (a "Transfer
Affidavit and Agreement"), from the proposed Transferee, representing and
warranting, among other things, that such Transferee is a Permitted
Transferee, that it is not acquiring its Ownership Interest in the Class
R Certificate that is the subject of the proposed Transfer as a nominee,
trustee or agent for any Person that is not a Permitted Transferee, that
for so long as it retains its Ownership Interest in a Class R Certificate
it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(d) and agrees to be bound by
them.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of either the Trustee or the Certificate Registrar
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (1) to require a Transfer Affidavit and
Agreement from any prospective Transferee to whom such Person attempts to
transfer its Ownership Interest in such Class R Certificate and (2) not
to transfer its Ownership Interest in such Class R Certificate unless it
provides to the Certificate Registrar and the Trustee a certificate
substantially in the form attached hereto as Exhibit H-2 stating that,
among other things, it has no actual knowledge that such prospective
Transferee is not a Permitted Transferee.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing such Ownership Interest, agrees to
give the Tax Administrator and the Trustee written notice that it is a
"pass-through interest holder" within the meaning of temporary Treasury
regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a "pass-through
interest holder".
(ii) (A) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the provisions of this Section
5.02(d), then the last preceding Holder of such Class R Certificate that
was in compliance with the provisions of this Section 5.02(d) shall be
restored, to the extent permitted by law, to all rights as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. None of the Depositor, the Trustee or the Certificate
Registrar, shall be under any liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not
permitted by this Section 5.02(d) or for making any payments due on such
Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section
5.02(d), then, to the extent that retroactive restoration of the rights
of the preceding Holder of such Class R Certificate as described in
clause (ii) (A) above shall be invalid, illegal or unenforceable, the
Trustee shall have the right but not the obligation, to cause the
transfer of such Class R Certificate
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to a Permitted Transferee selected by the Trustee on such terms as the
Trustee may choose, and the Trustee shall not be liable to any Person
having an Ownership Interest in such Class R Certificate or any other
Person as a result of its exercise of such discretion. Such purported
Transferee shall promptly endorse and deliver such Class R Certificate in
accordance with the instructions of the Trustee. Such Permitted
Transferee may be the Trustee itself or any Affiliate of the Trustee.
(iii) The Tax Administrator shall make available to the IRS and to those
Persons specified by the REMIC Provisions all information furnished to it by
the other parties hereto necessary to compute any tax imposed (A) as a
result of the Transfer of an Ownership Interest in a Class R Certificate to
any Person who is a Disqualified Organization, including the information
described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5)
with respect to the "excess inclusions" of the REMIC I Residual Interest,
the REMIC II Residual Interest and the REMIC III Residual Interest and (B)
as a result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest in a
Class R Certificate having as among its record holders at any time any
Person which is a Disqualified Organization, and each of the other parties
hereto shall furnish to the Tax Administrator all information in its
possession necessary for the Tax Administrator to discharge such obligation.
The Person holding such Ownership Interest shall be responsible for the
reasonable compensation of the Tax Administrator for providing such
information.
(iv) The provisions of this Section 5.02(d) set forth prior to this
clause (iv) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee and the Tax Administrator the
following:
(A) written confirmation from each Rating Agency to the effect
that the modification of, addition to or elimination of such provisions
will not result in an Adverse Rating Event with respect to any Class of
Rated Certificates; and
(B) an Opinion of Counsel, in form and substance satisfactory to
the Trustee and the Tax Administrator, obtained at the expense of the
party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trustee, the Tax
Administrator or the Trust), to the effect that doing so will not (1)
cause any REMIC Pool to cease to qualify as a REMIC or be subject to an
entity-level tax caused by the Transfer of any Class R Certificate to a
Person which is not a Permitted Transferee or (2) cause a Person other
than the prospective Transferee to be subject to a REMIC-related tax
caused by the Transfer of a Class R Certificate to a Person that is not a
Permitted Transferee.
(e) The Trust has not been registered as an investment company under
the Investment Company Act. Accordingly, no transfer of any Class H, Class J,
Class K, Class L, Class M, Class N, Class P or Class Y Certificate shall be
made to any Person other than an Institutional Accredited Investor or a
Qualified Institutional Buyer, and no transfer of any Class R Certificate shall
be made to any Person other than a Qualified Institutional Buyer. If a transfer
of any such Certificate is to be made, then the Certificate Registrar shall
require, in order to assure compliance with the foregoing, that the prospective
transferee of such Certificate (or the transferor on its behalf) certify in
writing that the prospective transferee is a Qualified Institutional Buyer or,
alternatively, but solely in the case of a Class
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H, Class J, Class K, Class L, Class M, Class N, Class P or Class Y Certificate,
an Institutional Accredited Investor.
(f) If a Person is acquiring any Subordinate or Class Y Certificate as
a fiduciary or agent for one or more accounts, such Person shall be required to
deliver to the Certificate Registrar a certification to the effect that, and
such other evidence as may be reasonably required by the Certificate Registrar
to confirm that, it has (i) sole investment discretion with respect to each
such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and/or agreements
with respect to each such account as set forth in subsections (b), (c), (d)
and/or (e), as appropriate, of this Section 5.02.
(g) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of authorized
denominations of the same Class evidencing a like aggregate Percentage
Interest.
(h) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.
(i) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.
(j) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
(k) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.
(l) The Certificate Registrar shall provide to each of the other
parties hereto, upon reasonable written request and at the expense of the
requesting party, an updated copy of the Certificate Register.
SECTION 5.03. Book-Entry Certificates.
(a) The Class X, Class A, Class B, Class C, Class D, Class E, Class F
and Class G Certificates shall, in the case of each Class thereof, initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.03(c), transfer of such
Certificates may not be registered by the Certificate Registrar unless such
transfer is to a successor Depository that agrees to hold such Certificates for
the respective Certificate Owners with
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Ownership Interests therein. Such Certificate Owners shall hold and, subject to
Section 5.02(c), transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.03(c) below, shall not be entitled to fully registered,
physical Certificates ("Definitive Certificates") in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall
only transfer the Ownership Interests in the Book-Entry Certificates of
Certificate Owners it represents or of indirect participating brokerage firms
for which it acts as agent in accordance with the Depository's normal
procedures.
(b) The Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Tax Administrator, the Trustee, any Fiscal Agent
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements
between such Certificate Owners and the Depository Participants and indirect
participating brokerage firms representing such Certificate Owners. Multiple
requests and directions from, and votes of, the Depository as Holder of the
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Certificate
Administrator and the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities with
respect to any Class of Book-Entry Certificates, and (B) the Depositor is
unable to locate a qualified successor, or (ii) the Depositor at its option
advises the Trustee and the Certificate Registrar in writing that it elects to
terminate the book-entry system through the Depository with respect to any
Class of Book-Entry Certificates (or any portion of any Class thereof), the
Certificate Registrar shall notify all affected Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to such Certificate Owners requesting the same. Upon
surrender to the Certificate Registrar of any Class of Book-Entry Certificates
(or any portion of any Class thereof) by the Depository, accompanied by
registration instructions from the Depository for registration of transfer, the
Certificate Registrar shall execute, authenticate and deliver, the Definitive
Certificates in respect of such Class (or portion thereof) to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Tax
Administrator, the Trustee or the Certificate Registrar shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for purposes of evidencing ownership of any Book-Entry
Certificates, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trustee and the Certificate Registrar such security or
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indemnity as may be reasonably required by them to save each of them harmless,
then, in the absence of actual notice to the Trustee or the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the
Certificate Registrar shall execute authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and like Percentage Interest. Upon the issuance
of any new Certificate under this Section, the Trustee and the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the Trustee
and the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or
not the lost, stolen or destroyed Certificate shall be found at any time.
SECTION 5.05. Persons Deemed Owners.
Prior to due presentment for registration of transfer, the Depositor, the
Master Servicer, the Special Servicer, the Certificate Administrator, the Tax
Administrator, the Trustee, any Fiscal Agent, the Certificate Registrar and any
agent of any of them may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Tax Administrator, the Trustee, any Fiscal
Agent, the Certificate Registrar or any agent of any of them shall be affected
by notice to the contrary.
SECTION 5.06. Certification by Certificate Owners.
(a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the transfer requirements of Section 5.02(c).
(b) To the extent that under the terms of this Agreement, it is
necessary to determine whether any Person is a Certificate Owner, the
Certificate Administrator shall make such determination based on a certificate
of such Person which shall be substantially in the form of paragraph 1 of
Exhibit L-1 hereto (or such other form as shall be reasonably acceptable to the
Certificate Administrator) and shall specify the Class and Certificate
Principal Balance or Certificate Notional Amount, as the case may be, of the
Book-Entry Certificate beneficially owned; provided, however, that none of the
Trustee, the Certificate Administrator or the Certificate Registrar shall
knowingly recognize such Person as a Certificate Owner if such Person, to the
actual knowledge of a Responsible Officer of the Trustee, the Certificate
Administrator or the Certificate Registrar, as the case may be, acquired its
Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c),
or if such Person's certification that it is a Certificate Owner is in direct
conflict with information obtained by the Trustee, the Certificate
Administrator or the Certificate Registrar from the Depository, Depository
Participants and/or indirect participating brokerage firms for which Depository
Participants act as agents, with respect to the identity of a Certificate
Owner. The Trustee, the Certificate Administrator and the Certificate Registrar
shall each exercise its reasonable discretion in making any determination under
this Section 5.06(b) and shall afford any Person providing information with
respect to its beneficial ownership of any Book-Entry Certificate an
opportunity to resolve any discrepancies between the information provided and
any other information available to the Trustee, the Certificate Administrator
or the Certificate Registrar, as the case may be.
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ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER
AND THE SPECIAL SERVICER
SECTION 6.01. Liability of the Depositor, the Master Servicer and the
Special Servicer.
The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer.
SECTION 6.02. Merger, Consolidation or Conversion of the Depositor,
the Master Servicer or the Special Servicer.
Subject to the following paragraph, each of the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a corporation, bank, trust company, partnership,
limited liability company, association or other legal entity under the laws of
the jurisdiction wherein it was organized, and each shall obtain and preserve
its qualification to do business as a foreign entity in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Each of the Depositor, the Master Servicer and the Special Servicer may
be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets to any Person, in which case, any Person
resulting from any merger or consolidation to which the Depositor, the Master
Servicer or the Special Servicer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer or the Special Servicer,
shall be the successor of the Depositor, the Master Servicer or the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that no successor or
surviving Person shall succeed to the rights of the Master Servicer or the
Special Servicer unless such succession will not result in an Adverse Rating
Event with respect to any Class of Rated Certificates (as confirmed in writing
to the Trustee by each Rating Agency).
SECTION 6.03. Limitation on Liability of the Depositor, the Master
Servicer, and the Special Servicer.
None of the Depositor, the Master Servicer, the Special Servicer or any
director, officer, employee or agent of any of the foregoing shall be under any
liability to the Trust or the Certificateholders for any action taken, or not
taken, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer, the Special Servicer or any such other Person against any
breach of a representation or warranty made herein, or against any expense or
liability specifically required to be borne thereby pursuant to the terms
hereof, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of obligations
or duties hereunder, or by reason of negligent disregard of such obligations
and duties. The Depositor, the Master Servicer, the Special Servicer and any
director, officer, employee or agent of any of the foregoing may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person
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respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Special Servicer and any director, officer, employee or agent of any of the
foregoing shall be indemnified and held harmless by the Trust out of the
Collection Account against any loss, liability or reasonable expense incurred
in connection with any legal action relating to this Agreement, the
Certificates or any asset of the Trust, other than any such loss, liability or
expense: (i) specifically required to be borne by such Person pursuant to the
terms hereof, including Section 10.01(f); (ii) that constitutes a Servicing
Advance and is otherwise reimbursable pursuant to this Agreement (provided that
this clause (ii) is not intended to limit the Master Servicer's or Special
Servicer's right of recovery of liabilities and expenses incurred as a result
of being the defendant, or participating in a proceeding to which another
indemnified party under this Section 6.03 is a defendant, in a legal action
relating to this Agreement); or (iii) which was incurred in connection with
claims against such party resulting from (A) any breach of a representation or
warranty made herein by such party, or (B) willful misfeasance, bad faith or
negligence in the performance of obligations or duties hereunder by such party,
or from negligent disregard of such obligations or duties. None of the
Depositor, the Master Servicer or the Special Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such
action is related to its respective duties under this Agreement and, except in
the case of a legal action contemplated by Section 3.22, in its opinion does
not involve it in any ultimate expense or liability; provided, however, that
the Depositor, the Master Servicer or the Special Servicer may in its
discretion undertake any such action which it may reasonably deem necessary or
desirable with respect to the enforcement and/or protection of the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action, and any
liability resulting therefrom, shall be expenses, costs and liabilities of the
Trust, and the Depositor, the Master Servicer and the Special Servicer each
shall be entitled to the direct payment of such expenses or to be reimbursed
therefor from the Collection Account as provided in Section 3.05(a).
SECTION 6.04. Master Servicer and Special Servicer Not to Resign.
The Master Servicer and the Special Servicer may each resign from the
obligations and duties hereby imposed on it, upon a determination that its
duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it (the other activities of the Master Servicer or the Special Servicer,
as the case may be, so causing such a conflict being of a type and nature
carried on by the Master Servicer or the Special Servicer, as the case may be,
at the date of this Agreement). Any such determination requiring the
resignation of the Master Servicer or the Special Servicer, as applicable,
shall be evidenced by an Opinion of Counsel to such effect which shall be
delivered to the Trustee, with a copy to the Certificate Administrator. Unless
applicable law requires the Master Servicer's or the Special Servicer's (as the
case may be) resignation to be effective immediately, and the Opinion of
Counsel delivered pursuant to the prior sentence so states, no such resignation
shall become effective until the Trustee or other successor shall have assumed
the responsibilities and obligations of the resigning party in accordance with
Section 6.06 or Section 7.02 hereof; provided that, if no successor master
servicer or special servicer, as applicable, shall have been so appointed and
have accepted appointment within 90 days after the Master Servicer or Special
Servicer, as the case may be, has given notice of such resignation, the
resigning Master Servicer or Special Servicer, as applicable, may petition any
court of competent jurisdiction for the appointment of a successor master
servicer or special servicer, as applicable.
In addition, the Master Servicer and the Special Servicer shall each have
the right to resign or assign its servicing rights at any other time provided
that (i) a willing successor thereto (including any such successor proposed by
the resigning party) acceptable to the Depositor has been found, (ii) each of
the Rating Agencies confirms in writing that the successor's appointment will
not
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result in an Adverse Rating Event with respect to any Class of Rated
Certificates, (iii) the resigning party pays all costs and expenses in
connection with such transfer, and (iv) the successor accepts appointment prior
to the effectiveness of such resignation or assignment.
Neither the Master Servicer nor the Special Servicer shall be permitted
to resign except as contemplated above in this Section 6.04. Consistent with
the foregoing, none of the Master Servicer or the Special Servicer shall
(except in connection with any resignation thereby permitted pursuant to the
prior paragraph or as otherwise expressly provided herein, including the
provisions of Section 3.22 and/or Section 6.02) assign or transfer any of its
rights, benefits or privileges hereunder to any other Person.
SECTION 6.05. Rights of the Depositor and the Trustee in Respect of
the Master Servicer and the Special Servicer.
Upon reasonable request, the Master Servicer and the Special Servicer
shall each furnish the Depositor and the Trustee with its most recent publicly
available annual audited financial statements (or, if not available, the most
recent publicly available audited annual financial statements of its corporate
parent, on a consolidated basis) and such other information as is publicly
available regarding its business, affairs, property and condition, financial or
otherwise; provided that none of the Depositor, the Certificate Administrator
or the Trustee may disclose the contents of such financial statements or other
information to non-affiliated third parties (other than accountants, attorneys,
financial advisors and other representatives retained to help it evaluate such
financial statements or other information), unless it is required to do so
under applicable securities laws or is otherwise compelled to do so as a matter
of law. The Master Servicer and the Special Servicer may each affix to any such
information described in this Section 6.05 provided by it any disclaimer it
deems appropriate in its reasonable discretion. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special
Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer or the
Special Servicer hereunder or exercise the rights of the Master Servicer or the
Special Servicer hereunder; provided, however, that none of the Master Servicer
or the Special Servicer shall be relieved of any of its obligations hereunder
by virtue of such performance by the Depositor or its designee. The Depositor
shall not have any responsibility or liability for any action or failure to act
by the Master Servicer or the Special Servicer and is not obligated to
supervise the performance of the Master Servicer or the Special Servicer under
this Agreement or otherwise.
SECTION 6.06. Designation of Special Servicer by the Controlling
Class.
The Holder or Holders of Certificates representing more than 50% of the
Class Principal Balance of the Controlling Class may at any time and from time
to time designate a Person (other than the Trustee) to replace any existing
Special Servicer or any Special Servicer that has resigned or otherwise ceased
to serve as Special Servicer. Such Holder or Holders shall so designate a
Person to so serve as successor Special Servicer by the delivery to the
Trustee, the Certificate Administrator, the Master Servicer and the existing
Special Servicer of a written notice stating such designation. The Trustee
shall, promptly after receiving any such notice, deliver to the Rating Agencies
an executed Notice and Acknowledgment in the form attached hereto as Exhibit
I-1. The designated Person shall become the Special Servicer on the date as of
which the Trustee shall have received: (i) written confirmation from each of
the Rating Agencies that the appointment of such Person will not result in an
Adverse Rating Event with respect to any Class of Rated Certificates; (ii) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I-2, executed by the designated Person;
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and (iii) an Opinion of Counsel (which shall not be an expense of the Trustee
or the Trust) substantially to the effect that (A) the designation of such
Person to serve as Special Servicer is in compliance with this Section 6.06,
(B) the designated Person is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (C) the
Acknowledgment of Proposed Special Servicer has been duly authorized, executed
and delivered by the designated Person and (D) upon the execution and delivery
of the Acknowledgment of Proposed Special Servicer, the designated Person shall
be bound by the terms of this Agreement and, subject to customary bankruptcy
and insolvency exceptions and customary equity exceptions, that this Agreement
shall be enforceable against the designated Person in accordance with its
terms. Any existing Special Servicer shall be deemed to have been terminated
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided that (i) the terminated Special Servicer shall be entitled
to receive, in connection with its termination, payment out of the Certificate
Account of all of its accrued and unpaid Special Servicer's Standby Fees and
Special Servicing Fees and reimbursement from the successor Special Servicer of
all outstanding Servicing Advances made by the terminated Special Servicer and
all unpaid Advance Interest accrued on such outstanding Servicing Advances (in
which case the successor Special Servicer shall be deemed to have made such
Servicing Advances at the same time that the terminated Special Servicer had
actually made them), (ii) the resigning or terminated Special Servicer shall be
entitled to any Workout Fees thereafter received on any Mortgage Loans that
were Corrected Mortgage Loans at the time of the termination (but only if and
to the extent permitted by Section 3.11(c)), and (iii) such Special Servicer
shall continue to be entitled to the benefits of Section 6.03, notwithstanding
any such resignation or termination; and provided, further, that the terminated
Special Servicer shall continue to be obligated to pay and entitled to receive
all other amounts accrued or owing by or to it under this Agreement on or prior
to the effective date of such termination. Such terminated Special Servicer
shall cooperate with the Trustee and the replacement Special Servicer in
effecting the transfer of the terminated Special Servicer's responsibilities
and rights hereunder to its successor, including the transfer within two
Business Days to the replacement Special Servicer for administration by it of
all cash amounts that at the time are or should have been credited by the
Special Servicer to the REO Account or to any Servicing Account or Reserve
Account or should have been delivered to the Master Servicer or that are
thereafter received by or on behalf of it with respect to any Mortgage Loan or
REO Property. If the termination of the Special Servicer was without cause, the
reasonable out-of-pocket costs and expenses of any such transfer shall in no
event be paid out of the Trust Fund, and instead shall be paid by the successor
Special Servicer or the Holders of the Controlling Class that voted to remove
the Special Servicer, as such parties may agree. If the Controlling Class of
Certificates are Book-Entry Certificates, then the rights set forth in this
Section 6.06 with respect to replacing the Special Servicer may be exercised by
the related Certificate Owners holding beneficial ownership of Certificates
representing more than 50% of the Class Principal Balance of the Controlling
Class.
SECTION 6.07. Master Servicer or Special Servicer as Owner of a
Certificate.
The Master Servicer or an Affiliate of the Master Servicer or the Special
Servicer or an Affiliate of the Special Servicer may become the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as otherwise set forth in the definition of
"Certificateholder") the same rights it would have if it were not the Master
Servicer or the Special Servicer, as the case may be, or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take any
action (including for this purpose, omitting to take a particular action) that
is not expressly prohibited by the terms hereof and would not, in the Master
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Servicer's or the Special Servicer's reasonable, good faith judgment, violate
the Servicing Standard, but that, if taken, might nonetheless, in the Master
Servicer's or the Special Servicer's reasonable, good faith judgment, be
considered by other Persons to violate the Servicing Standard, then the Master
Servicer or the Special Servicer may (but need not) seek the approval of the
Certificateholders to such action by delivering to the Certificate
Administrator a written notice that (a) states that it is delivered pursuant to
this Section 6.07, (b) identifies the Percentage Interest in each Class of
Certificates beneficially owned by the Master Servicer or the Special Servicer,
as the case may be, or by an Affiliate thereof and (c) describes in reasonable
detail the action that the Master Servicer or the Special Servicer, as the case
may be, proposes to take. The Certificate Administrator, upon receipt of such
notice, shall forward it to the Certificateholders (other than the Master
Servicer and its Affiliates or the Special Servicer and its Affiliates, as
appropriate), together with a request for approval by the Certificateholders of
each such proposed action. If at any time Certificateholders holding greater
than 50% of the Voting Rights of all Certificateholders (calculated without
regard to the Certificates beneficially owned by the Master Servicer or its
Affiliates or the Special Servicer or its Affiliates, as the case may be) shall
have consented in writing to the proposal described in the written notice, and
if the Master Servicer or the Special Servicer, as the case may be, shall act
as proposed in the written notice, such action shall be deemed to comply with
the Servicing Standard. The Certificate Administrator shall be entitled to
reimbursement from the Master Servicer or the Special Servicer, as applicable,
for the reasonable expenses of the Certificate Administrator incurred pursuant
to this paragraph. It is not the intent of the foregoing provision that the
Master Servicer or the Special Servicer be permitted to invoke the procedure
set forth herein with respect to routine servicing matters arising hereunder,
but rather in the case of unusual circumstances.
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default.
(a) "Event of Default", wherever used herein, means any one of the
following events:
(i) any failure by the Master Servicer to deposit into the Collection
Account any amount required to be so deposited under this Agreement, which
failure continues unremedied for two Business Days following the date on
which such deposit was first required to be made; or
(ii) any failure by the Special Servicer to deposit into the REO
Account or the Collection Account, or to remit to the Master Servicer for
deposit into the Collection Account, any amount required to be so deposited
or remitted under this Agreement, which failure continues unremedied for two
Business Days following the date on which such deposit or remittance, as the
case may be, was first required to be made; or
(iii) any failure by the Master Servicer to remit to the Certificate
Administrator for deposit into the Distribution Account, on any P&I Advance
Date, the full amount of P&I Advances required to be made on such date or,
on any Master Servicer Remittance Date, the full amount of the Master
Servicer Remittance Amount required to be remitted on such date, which
failure continues unremedied until 11:00 a.m. (New York City time) on the
relevant Distribution Date; or
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(iv) any failure by the Master Servicer to timely make any Servicing
Advance required to be made by it hereunder, which Servicing Advance remains
unmade for a period of three Business Days following the date on which
notice shall have been given to the Master Servicer by the Trustee as
provided in Section 3.11(f); or
(v) any failure by the Special Servicer to timely make (or request the
Master Servicer to make) any Servicing Advance required to be made by it
hereunder, which Servicing Advance remains unmade for a period of three
Business Days following the date on which notice has been given to the
Special Servicer by the Trustee as provided in Section 3.11(f); or
(vi) any failure on the part of the Master Servicer or the Special
Servicer duly to observe or perform in any material respect any other of the
covenants or agreements on the part of the Master Servicer or the Special
Servicer, as the case may be, contained in this Agreement, which failure
continues unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Master Servicer or the Special Servicer, as the case may be, by
any other party hereto or to the Master Servicer or the Special Servicer, as
the case may be, (with a copy to each other party hereto) by the Holders of
Certificates entitled to at least 25% of the Voting Rights, provided,
however, that with respect to any such breach which is not curable within
such 30-day period, the Master Servicer or the Special Servicer, as the case
may be, shall have an additional cure period of 30 days to effect such cure
so long as the Master Servicer or the Special Servicer, as the case may be,
has commenced to cure such failure within the initial 30-day period and has
provided the Trustee with an Officer's Certificate certifying that it has
diligently pursued, and is continuing to pursue, a full cure; or
(vii) any breach on the part of the Master Servicer or the Special
Servicer of any representation or warranty contained in this Agreement that
materially and adversely affects the interests of any Class of
Certificateholders and which continues unremedied for a period of 60 days
after the date on which notice of such breach, requiring the same to be
remedied, shall have been given to the Master Servicer or the Special
Servicer, as the case may be, by any other party hereto or to the Master
Servicer or the Special Servicer, as the case may be, (with a copy to each
other party hereto) by the Holders of Certificates entitled to at least 25%
of the Voting Rights; or
(viii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present
or future federal or state bankruptcy, insolvency or similar law for the
appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer or the Special Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(ix) the Master Servicer or the Special Servicer shall consent to the
appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to it or of or
relating to all or substantially all of its property; or
(x) the Master Servicer or the Special Servicer shall admit in writing
its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable bankruptcy, insolvency or reorganization
statute, make an assignment for the benefit of its
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creditors, voluntarily suspend payment of its obligations, or take any
corporate action in furtherance of the foregoing; or
(xi) the Trustee shall have received written notice from Moody's that,
the continuation of the Master Servicer or the Special Servicer in such
capacity would result or has resulted in a qualification, downgrade or
withdrawal of any rating assigned thereby to any Class of Certificates; or
(xii) the Master Servicer or the Special Servicer is removed from S&P's
approved master servicer list or special servicer list, as the case may be,
and the ratings of any of the Certificates by S&P are downgraded, qualified
or withdrawn, or placed on "negative credit watch", in connection with such
removal.
When a single entity acts as Master Servicer and Special Servicer, or in
any two of the foregoing capacities, an Event of Default (other than an event
described in clauses (xi) and (xii) above) in one capacity shall constitute an
Event of Default in both such capacities.
(b) If any Event of Default with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as the Event of Default shall not have been remedied, the
Depositor and Trustee each may, and at the written direction of the Holders of
Certificates entitled to not less than 51% of the Voting Rights or if the
relevant Event of Default is one described in any of clauses (iii) and (viii)
through (xi) of Section 7.01(a), the Trustee shall (subject to applicable
bankruptcy or insolvency law in the case of clauses (viii) through (x) of
Section 7.01(a)), terminate, by notice in writing to the Defaulting Party (with
a copy of such notice to each other party hereto), all of the rights and
obligations (accruing from and after such notice) of the Defaulting Party under
this Agreement and in and to the Trust Fund (other than as a Holder of any
Certificate). From and after the receipt by the Defaulting Party of such
written notice, all authority and power of the Defaulting Party under this
Agreement, whether with respect to the Certificates (other than as a Holder of
any Certificate) or the Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee pursuant to and under this Section, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer
and endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. Each of the Master Servicer and the Special Servicer agrees that, if
it is terminated pursuant to this Section 7.01(b), it shall promptly (and in
any event no later than ten Business Days subsequent to its receipt of the
notice of termination) provide the Trustee or its designee with all documents
and records requested thereby to enable the Trustee to assume the Master
Servicer's or Special Servicer's, as the case may be, functions hereunder, and
shall otherwise cooperate with the Trustee in effecting the termination of the
Master Servicer's or Special Servicer's, as the case may be, responsibilities
and rights hereunder, including the transfer within two Business Days to the
Trustee or its designee for administration by it of all cash amounts that at
the time are or should have been credited by the Master Servicer to the
Collection Account, the Distribution Account or any Servicing Account or
Reserve Account held by it (if it is the Defaulting Party) or by the Special
Servicer to the REO Account, the Collection Account or any Servicing Account or
Reserve Account held by it (if it is the Defaulting Party) or that are
thereafter received by or on behalf of it with respect to any Mortgage Loan or
REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b), continue
to be obligated to pay and entitled to receive all amounts accrued or owing by
or to it
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under this Agreement on or prior to the date of such termination, whether in
respect of Advances or otherwise, and it and its directors, officers, employees
and agents shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination). Any costs or expenses (including those
of any other party hereto) incurred in connection with any actions to be taken
by the Master Servicer or Special Servicer pursuant to this paragraph shall be
borne by the Master Servicer or Special Servicer, as the case may be (and, in
the case of the Trustee's costs and expenses, if not paid within a reasonable
time, shall be borne by the Trust out of the Collection Account).
SECTION 7.02. Trustee to Act; Appointment of Successor.
On and after the time the Master Servicer or the Special Servicer resigns
pursuant to the first paragraph of Section 6.04 or receives a notice of
termination pursuant to Section 7.01, the Trustee shall, subject to Section
6.06, be the successor in all respects to the Master Servicer or the Special
Servicer, as the case may be, in its capacity as such under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer or the Special Servicer, as the case
may be, by the terms and provisions hereof, including, if the Master Servicer
is the resigning or terminated party, the Master Servicer's obligation to make
P&I Advances; provided, however, that any failure to perform such duties or
responsibilities caused by the Master Servicer's or the Special Servicer's, as
the case may be, failure to cooperate or to provide information or monies as
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. Neither the Trustee nor any other successor shall be liable for any
of the representations and warranties of the resigning or terminated party or
for any losses incurred by the resigning or terminated party pursuant to
Section 3.06 hereunder nor shall the Trustee or any other successor be required
to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee
shall be entitled to all fees and other compensation which the resigning or
terminated party would have been entitled to for future services rendered if
the resigning or terminated party had continued to act hereunder.
Notwithstanding the above, if it is unwilling to so act, the Trustee may (and,
if it is unable to so act, or if the Trustee is not approved as an acceptable
master servicer or special servicer, as the case may be, by each Rating Agency,
or if the Holders of Certificates entitled to 51% of all the Voting Rights so
request in writing, the Trustee shall), subject to Section 6.06, as applicable,
promptly appoint, or petition a court of competent jurisdiction to appoint, any
established and qualified institution with a net worth of at least $10 million
as the successor to the Master Servicer or the Special Servicer, as the case
may be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer or the Special Servicer, as the
case may be, hereunder; provided, however, that such appointment does not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates (as confirmed in writing to the Trustee by each Rating Agency). No
appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by such successor of all its
responsibilities, duties and liabilities hereunder, and pending such
appointment and assumption, the Trustee shall act in such capacity as
hereinabove provided. In connection with any such appointment and assumption,
the Trustee may make such arrangements for the compensation of such successor
out of payments on the Mortgage Loans or otherwise as it and such successor
shall agree; provided, however, that no such compensation shall be in excess of
that permitted the resigning or terminated party hereunder. The Depositor, the
Trustee, such successor and each other party hereto shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.
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SECTION 7.03. Notification to Certificateholders.
(a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or
the Special Servicer pursuant to Section 7.01, any appointment of a successor
to the Master Servicer or the Special Servicer pursuant to Section 6.04 or 7.02
or the effectiveness of any designation of a new Special Servicer pursuant to
Section 6.06, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer
of the Trustee has actual knowledge of the occurrence of such an event, the
Trustee shall transmit by mail to the Depositor and all Certificateholders
notice of such occurrence, unless such default shall have been cured.
SECTION 7.04. Waiver of Events of Default.
The Holders of Certificates representing at least 66-2/3% of the Voting
Rights allocated to each Class of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, that an Event of Default
under clause (i), clause (ii), clause (iii), clause (xi) or clause (xii) of
Section 7.01(a) may be waived only by all of the Certificateholders; and
provided, further, that if the Trustee was required to expend any monies in
connection with any Event of Default, then such Event of Default may not be
waived unless and until those monies have been reimbursed to the Trustee (with
interest) by the Defaulting Party. Upon any such waiver of an Event of Default,
such Event of Default shall cease to exist and shall be deemed to have been
remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon
except to the extent expressly so waived. Notwithstanding any other provisions
of this Agreement, for purposes of waiving any Event of Default pursuant to
this Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to the matters described above as they would if registered in the name
of any other Person.
SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right (exercisable subject to Section
8.01(a)), in its own name and as trustee of an express trust, to take all
actions now or hereafter existing at law, in equity or by statute to enforce
its rights and remedies and to protect the interests, and enforce the rights
and remedies, of the Certificateholders (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Agreement, no remedy provided for by this
Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy, and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.
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ARTICLE VIII
THE TRUSTEE
SECTION 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs. Any permissive right of the Trustee contained in this
Agreement shall not be construed as a duty.
(b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee or the Certificate Administrator, as applicable, which are specifically
required to be furnished pursuant to any provision of this Agreement (other
than the Mortgage Files, the review of which is specifically governed by the
terms of Article II), the Trustee or the Certificate Administrator, as
applicable, shall examine them to determine whether they conform to the
requirements of this Agreement. If any such instrument is found not to conform
to the requirements of this Agreement in a material manner, the Trustee or the
Certificate Administrator, as applicable, shall take such action as it deems
appropriate to have the instrument corrected. The Trustee or the Certificate
Administrator, as applicable, shall not be responsible or liable for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer, the Special Servicer, any actual or prospective Certificateholder or
Certificate Owner or either Rating Agency, and accepted by the Trustee in good
faith, pursuant to this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable except
for the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming to
the requirements of this Agreement.
(ii) The Trustee shall not be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts.
(iii) The Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of Holders of Certificates entitled to at least 25% (or, as to any
particular matter, any higher percentage as may be
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specifically provided for hereunder) of the Voting Rights relating to the
time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement.
(iv) The Trustee shall not be required to take action with respect to,
or be deemed to have notice or knowledge of, any default or Event of Default
or the Master Servicer's failure to deliver any monies, including P&I
Advances, or to provide any report, certificate or statement, to the Trustee
when required pursuant to this Agreement) unless a Responsible Officer of
the Trustee shall have received written notice or otherwise have actual
knowledge thereof. Otherwise, the Trustee may conclusively assume that there
is no such default or Event of Default.
(v) Subject to the other provisions of this Agreement and without
limiting the generality of this Section 8.01, the Trustee shall have no
duty, except as expressly provided in Section 2.01(c) or Section 2.01(e) or
in its capacity as successor Master Servicer or successor Special Servicer,
(A) to cause any recording, filing, or depositing of this Agreement or any
agreement referred to herein or any financing statement or continuation
statement evidencing a security interest, or to cause the maintenance of any
such recording or filing or depositing or to any rerecording, refiling or
redepositing of any thereof, (B) to cause the maintenance of any insurance,
and (C) to confirm or verify the truth, accuracy or contents of any reports
or certificates of the Master Servicer, the Special Servicer, any actual or
prospective or any Certificateholder or Certificate Owner or either Rating
Agency, delivered to the Trustee pursuant to this Agreement reasonably
believed by the Trustee to be genuine and without error and to have been
signed or presented by the proper party or parties, and (D) to see the
payment or discharge of any tax, assessment, or other governmental charge or
any lien or encumbrance of any kind owing with respect to, assessed or
levied against, any part of the Trust Fund other than from funds available
in the Collection Account or Distribution Account.
(vi) For as long as the Person that serves as Trustee hereunder also
serves as Custodian, Certificate Registrar, Certificate Administrator and/or
Tax Administrator, the protections, immunities and indemnities afforded to
the Trustee hereunder shall also be afforded to such Person in its capacity
as Custodian, Certificate Registrar, Certificate Administrator and/or Tax
Administrator, as the case may be.
SECTION 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) the Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document reasonably believed by it to be genuine and without error
and to have been signed or presented by the proper party or parties;
(ii) the Trustee may consult with counsel and any written advice or
opinion of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance therewith;
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(iii) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to make any investigation
of matters arising hereunder or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, unless such Certificateholders
shall have provided to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may be incurred therein or thereby
satisfactory to the Trustee in its reasonable discretion; the Trustee shall
not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it; provided,
however, that nothing contained herein shall relieve the Trustee of the
obligation, upon the occurrence of an Event of Default which has not been
waived or cured, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs;
(iv) neither the Trustee nor any Fiscal Agent appointed thereby shall
be personally liable for any action reasonably taken, suffered or omitted by
it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;
(v) prior to the occurrence of an Event of Default and after the
waiver or curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing to do so by Holders of
Certificates entitled to at least 25% of the Voting Rights; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require an indemnity satisfactory to the Trustee
in its reasonable discretion, against such expense or liability as a
condition to taking any such action;
(vi) except as contemplated by Section 8.06 and/or Section 8.14, the
Trustee shall not be required to give any bond or surety in respect of the
execution of the trusts created hereby or the powers granted hereunder;
(vii) the Trustee may execute any of the trusts or powers vested in it
by this Agreement or perform any of its duties hereunder either directly or
by or through agents or attorneys-in-fact, provided that the use of agents
or attorneys-in-fact shall not be deemed to relieve the Trustee of any of
its duties and obligations hereunder (except as expressly set forth herein);
(viii) neither the Trustee nor any Fiscal Agent appointed thereby shall
be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as Master Servicer or Special
Servicer, as the case may be) or of the Depositor.
(ix) neither the Trustee nor the Certificate Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with
any restriction on transfer imposed under Article V under this Agreement or
under applicable law with respect to any transfer of any Certificate or any
interest therein, other than to require delivery of the certification(s)
and/or
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Opinions of Counsel described in said Article applicable with respect to
changes in registration or record ownership of Certificates in the
Certificate Register and to examine the same to determine substantial
compliance with the express requirements of this Agreement; and the Trustee
and Certificate Registrar shall have no liability for transfers, including
transfers made through the book-entry facilities of the Depository or
between or among Depository Participants or beneficial owners of the
Certificates, made in violation of applicable restrictions except for its
failure to perform its express duties in connection with changes in
registration or record ownership in the Certificate Register.
SECTION 8.03. Trustee and Fiscal Agent not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
statements attributed to, and the representations and warranties of, the
Trustee and/or any Fiscal Agent in Article II, and the signature of the Trustee
set forth on each outstanding Certificate) shall not be taken as the statements
of the Trustee or any Fiscal Agent, and neither the Trustee nor any Fiscal
Agent assumes any responsibility for their correctness. Neither the Trustee nor
any Fiscal Agent makes any representation as to the validity or sufficiency of
this Agreement (except as regards the enforceability of this Agreement against
it) or of any Certificate (other than as to the signature of the Trustee set
forth thereon) or of any Mortgage Loan or related document. Neither the Trustee
nor any Fiscal Agent shall be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust, or any funds
deposited in or withdrawn from the Collection Account or any other account by
or on behalf of the Depositor, the Master Servicer or the Special Servicer (in
each case, unless the Trustee is acting in such capacity). Neither the Trustee
nor any Fiscal Agent shall be responsible for the legality or validity of this
Agreement (other than insofar as it relates to the obligations of the Trustee
or such Fiscal Agent, as the case may be, hereunder) or the validity, priority,
perfection or sufficiency of any security, lien or security interest granted to
it hereunder or the filing of any financing statements or continuation
statements, except to the extent set forth in Section 2.01(c) and Section
2.01(e) or to the extent the Trustee is acting as Master Servicer or Special
Servicer and the Master Servicer or Special Servicer, as the case may be, would
be so responsible hereunder. The Trustee shall not be required to record this
Agreement.
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.
The Trustee (in its individual or any other capacity), any Fiscal Agent
or any Affiliate of either of them may become the owner or pledgee of
Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
such Fiscal Agent or an Affiliate of either of them, as the case may be.
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by
Trustee and Fiscal Agent.
(a) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account, prior to any distributions to be made therefrom to
Certificateholders on such date, and pay to itself all earned but unpaid
Trustee's Fees in respect of the Mortgage Loans and any REO Mortgage Loans
through the end of the most recently ended calendar month, as compensation for
all services rendered by the Trustee in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties of
the Trustee hereunder. As to each Mortgage Loan and REO
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Mortgage Loan, the Trustee's Fee shall accrue during each calendar month,
commencing with June 2000, at the Trustee's Fee Rate on a principal amount
equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage
Loan immediately following the Distribution Date in such calendar month (or, in
the case of June 2000, on a principal amount equal to the Cut-off Date
Principal Balance of the particular Mortgage Loan), whether or not interest is
actually collected on each Mortgage Loan and REO Mortgage Loan. With respect to
each Mortgage Loan and REO Mortgage Loan, the Trustee's Fee shall be calculated
on the same Interest Accrual Basis as is applicable to the accrual or deemed
accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may
be. The Trustee's Fees (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) shall constitute
the Trustee's sole compensation for such services to be rendered by it.
(b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified and held harmless out of Trust Fund
for and against any loss, liability, claim or expense (including costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement) arising out of, or incurred in connection with,
this Agreement, the Certificates, the Mortgage Loans (unless it incurs any such
expense or liability in the capacity of successor Master Servicer or Special
Servicer, in which case such expense or liability will be reimbursable thereto
in the same manner as it would be for any other Master Servicer or Special
Servicer, as the case may be) or any act or omission of the Trustee relating to
the exercise and performance of any of the powers and duties of the Trustee
hereunder; provided, however, that neither the Trustee nor any of the other
above specified Persons shall be entitled to indemnification pursuant to this
Section 8.05(b) for (1) allocable overhead, such as costs for office space,
office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses, (2) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof or (3)
any loss, liability, claim or expense incurred by reason of any breach on the
part of the Trustee of any of its representations, warranties or covenants
contained herein or any willful misfeasance, bad faith or negligence in the
performance of, or reckless disregard of, the Trustee's obligations and duties
hereunder.
(c) Each of the Master Servicer and the Special Servicer shall
indemnify the Trustee and any Fiscal Agent for and hold each of them harmless
against any loss, liability, claim or expense that is a result of the Master
Servicer's or the Special Servicer's, as the case may be, negligent acts or
omissions in connection with this Agreement, including the negligent use by the
Master Servicer or the Special Servicer, as the case may be, of any powers of
attorney delivered to it by the Trustee pursuant to the provisions hereof and
the Mortgage Loans serviced by the Master Servicer or the Special Servicer, as
the case may be; provided, however, that, if the Trustee has been reimbursed
for such loss, liability, claim or expense pursuant to Section 8.05(b), or any
Fiscal Agent has been reimbursed for such loss, liability, claim or expense
pursuant to Section 8.13, then the indemnity in favor of such Person provided
for in this Section 8.05(c) with respect to such loss, liability, claim or
expense shall be for the benefit of the Trust.
(d) Each of the Trustee and any Fiscal Agent shall indemnify the
Master Servicer and the Special Servicer for and hold each of them harmless
against any loss, liability, claim or expense that is a result of the Trustee's
or such Fiscal Agent's, as the case may be, negligent acts or omissions in
connection with this Agreement; provided, however, that if the Master Servicer
or the Special Servicer has been reimbursed for such loss, liability, claim or
expense pursuant to Section 6.03, then the indemnity in favor of such Person
provided for in this Section 8.05(d) with respect to such loss, liability,
claim or expense shall be for the benefit of the Trust.
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(e) This Section 8.05 shall survive the termination of this Agreement
or the resignation or removal of the Trustee, any Fiscal Agent, the Master
Servicer or the Special Servicer as regards rights and obligations prior to
such termination, resignation or removal.
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation, bank, trust
company or association organized and doing business under the laws of the
United States of America or any State thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination
by federal or state authority. If such corporation, bank, trust company or
association publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section the combined capital and surplus of such
corporation, bank, trust company or association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In addition, the Trustee shall at all times meet the
requirements of Section 26(a)(1) of the Investment Company Act. Furthermore,
the Trustee shall at all times maintain a long-term unsecured debt rating of no
less than "Aa3" from Moody's and "AA" from S&P (or, in the case of either
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to any Class of Rated Certificates (as confirmed in writing to the
Trustee and the Depositor by such Rating Agency)); provided that the Trustee
shall not cease to be eligible to serve as such based on a failure to satisfy
such rating requirements so long as either: (i) the Trustee maintains a
long-term unsecured debt rating of no less than "Baa2" from Moody's and "BBB"
from S&P (or, in the case of either Rating Agency, such lower rating as will
not result in an Adverse Rating Event with respect to any Class of Rated
Certificates (as confirmed in writing to the Trustee and the Depositor by such
Rating Agency)) and a Fiscal Agent meeting the requirements of Section 8.13 has
been appointed by the Trustee and is then currently serving in such capacity;
or (ii) the Trustee maintains a long-term unsecured debt rating of no less than
"A1" from Moody's and "A" from S&P (or, in the case of either Rating Agency,
such lower rating as will not result in an Adverse Rating Event with respect to
any Class of Rated Certificates (as confirmed in writing to the Trustee and the
Depositor by such Rating Agency)) and an Advance Security Arrangement meeting
the requirements of Section 8.14 has been established by the Trustee and is
then currently being maintained. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 8.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
8.07. The corporation, bank, trust company or association serving as Trustee
may have normal banking and trust relationships with the Depositor, the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer and their
respective Affiliates; provided, however, that none of (i) the Depositor, (ii)
any Person involved in the organization or operation of the Depositor or the
Trust, (iii) any Mortgage Loan Seller or (iv) any Affiliate of any of them, may
be the Trustee hereunder.
SECTION 8.07. Resignation and Removal of Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer and all the Certificateholders. Upon
receiving such notice of resignation, the Depositor shall promptly appoint a
successor trustee meeting the eligibility requirements of Section 8.06 by
written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee and to the successor trustee. A copy of such instrument shall
be delivered to other parties hereto and to the Certificateholders by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within
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30 days after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Master Servicer, or if at any
time the Trustee shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee's continuing to act in such capacity would (as
confirmed in writing to the Depositor by either Rating Agency) result in an
Adverse Rating Event with respect to any Class of Rated Certificates), then the
Depositor may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, which instrument shall be delivered to the Trustee so
removed and to the successor trustee. A copy of such instrument shall be
delivered to the other parties hereto and to the Certificateholders by the
Depositor.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee so removed
and one complete set to the successor so appointed. All expenses incurred by
the Trustee in connection with its transfer of the Mortgages Files to a
successor trustee following the removal of the Trustee without cause pursuant
to this Section 8.07(c), shall be reimbursed to the removed Trustee within 30
days of demand therefor, such reimbursement to be made by the
Certificateholders that terminated the Trustee. A copy of such instrument shall
be delivered to the other parties hereto and to the remaining
Certificateholders by the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until (i) acceptance of appointment by the successor
trustee as provided in Section 8.08 and (ii) if neither the successor trustee
nor any Fiscal Agent appointed by it has a long-term unsecured debt rating of
at least "Aa3" from Moody's and "AA" from S&P, the Trustee and the Depositor
have received written confirmation from each Rating Agency that has not so
assigned such a rating, to the effect that the appointment of such successor
trustee shall not result in an Adverse Rating Event with respect to any Class
of Rated Certificates. Notwithstanding anything herein to the contrary, any
resignation or removal of any Trustee shall also result in the resignation or
removal of the Tax Administrator for such Trustee.
SECTION 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a Custodian, which Custodian shall become the agent of
the successor trustee), and the Depositor, the Master Servicer, the Special
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor
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trustee all such rights, powers, duties and obligations, and to enable the
successor trustee to perform its obligations hereunder.
(b) No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor and the
Certificateholders.
SECTION 8.09. Merger or Consolidation of Trustee.
Any entity into which the Trustee may be merged or converted or with
which it may be consolidated or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
entity succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such entity shall be eligible
under the provisions of Section 8.06, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and to vest in such Person or Persons, in such capacity, such title to the
Trust Fund, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request to do so, or in case an Event of Default in respect
of the Master Servicer shall have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06, and no notice to Holders of Certificates
of the appointment of co-trustee(s) or separate trustee(s) shall be required
under Section 8.08.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
when acting as Master Servicer, Special Servicer, Certificate Administrator or
Tax Administrator hereunder), the Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of
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them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Trustee. Every such instrument shall be
filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
(e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.
SECTION 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer, appoint at the
Trustee's own expense one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee; provided that if the Custodian is an
Affiliate of the Trustee such consent of the Master Servicer need not be
obtained and the Trustee shall inform the Master Servicer of such appointment.
Each Custodian shall be a depository institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File, shall not be the Depositor, either Mortgage
Loan Seller or any Affiliate of the Depositor or either Mortgage Loan Seller,
and shall have in place a fidelity bond and errors and omissions policy, each
in such form and amount as is customarily required of custodians acting on
behalf of Freddie Mac or Fannie Mae. Each Custodian shall be subject to the
same obligations, standard of care, protection and indemnities as would be
imposed on, or would protect, the Trustee hereunder in connection with the
retention of Mortgage Files directly by the Trustee, and the provisions of
Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c) and 8.05(e) shall apply to
the Custodian to the same extent as such Sections apply to the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible for all
acts and omissions of any Custodian.
SECTION 8.12. Access to Certain Information.
(a) The Trustee and the Certificate Administrator shall each afford to
the Depositor, the Underwriters, the Master Servicer, the Special Servicer, the
Controlling Class Representative and each Rating Agency and to the OTS, the
FDIC and any other banking or insurance regulatory authority that may exercise
authority over any Certificateholder or Certificate Owner, access to any
documentation regarding the Mortgage Loans or the other assets of the Trust
Fund that are in its possession or within its control. Such access shall be
afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Trustee or the Certificate
Administrator, as the case may be, designated by it.
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(b) Certificate Administrator shall maintain at its offices or the
offices of a Custodian and, upon reasonable prior written request and during
normal business hours, shall make available, or cause to be made available, for
review by the Depositor, the Underwriters, the Mortgage Loan Sellers, the
Rating Agencies, the Controlling Class Representative and, subject to the
succeeding paragraph, any Certificateholder, Certificate Owner or Person
identified to the Certificate Administrator as a prospective Transferee of a
Certificate or an interest therein, originals and/or copies of the following
items (to the extent such items were prepared by or delivered to the
Certificate Administrator): (i) the Prospectus, the Memorandum and any other
disclosure document relating to the Certificates, in the form most recently
provided to the Certificate Administrator by the Depositor or by any Person
designated by the Depositor; (ii) this Agreement, each Sub-Servicing Agreement
delivered to the Certificate Administrator since the Closing Date and any
amendments and exhibits hereto or thereto; (iii) all Distribution Date
Statements and any files and reports comprising the CMSA Investor Reporting
Package actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02(a) since the Closing Date; (iv) all Annual Performance
Certifications delivered by the Master Servicer and the Special Servicer,
respectively, to the Certificate Administrator since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by the Master Servicer and
the Special Servicer, respectively, to the Certificate Administrator since the
Closing Date; (vi) the most recent inspection report prepared by the Master
Servicer or the Special Servicer and delivered to the Certificate Administrator
in respect of each Mortgaged Property pursuant to Section 3.12(a); (vii) the
most recent quarterly and annual operating statement and rent roll of each
related Mortgaged Property and financial statements of the related Borrower
collected by the Master Servicer or the Special Servicer and delivered to the
Certificate Administrator pursuant to Section 3.12(b); (viii) any and all
notices and reports delivered to the Certificate Administrator with respect to
any Mortgaged Property as to which the environmental testing contemplated by
Section 3.09(c) revealed that neither of the conditions set forth in clauses
(i) and (ii) of the first sentence thereof was satisfied; (ix) all files and
reports comprising the CMSA Investor Reporting Package delivered to the
Certificate Administrator since the Closing Date pursuant to Sections 4.02(b);
(x) each of the Mortgage Files, including any and all modifications, waivers
and amendments of the terms of a Mortgage Loan entered into or consented to by
the Master Servicer or the Special Servicer and delivered to the Trustee or any
Custodian pursuant to Section 3.20; (xi) the most recent Appraisal for each
Mortgage Loan and REO Property that has been delivered to the Certificate
Administrator (all Appraisals of Mortgaged Properties and/or REO Properties
shall be delivered to the Certificate Administrator by the Master Servicer or
Special Servicer, as applicable, promptly following their having been obtained
or formulated); (xii) any and all Officer's Certificates and other evidence
delivered to or by the Trustee to support its, the Master Servicer's, the
Special Servicer's or any Fiscal Agent's, as the case may be, determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance; and
(xiii) any other information that may be necessary to satisfy the requirements
of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate
Administrator shall provide, or cause to be provided, copies of any and all of
the foregoing items upon request of any of the parties set forth in the
previous sentence; however, except in the case of the Rating Agencies, the
Certificate Administrator, the Certificate Administrator or any Custodian shall
be permitted to require payment of a sum sufficient to cover the reasonable
costs and expenses of providing such copies.
In connection with providing, or causing to be provided, access to or
copies of the items described in the preceding paragraph pursuant to this
Section 8.12(b), the Certificate Administrator or Custodian, as the case may
be, shall require: (a) in the case of Certificate Owners, a written
confirmation executed by the requesting Person substantially in the form of
Exhibit L-1 hereto (or such other form as may be reasonably acceptable to the
Certificate Administrator or Custodian, as the case
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may be) generally to the effect that such Person is a beneficial holder of
Book-Entry Certificates and, subject to the last sentence of this paragraph,
will keep such information confidential (except that such Certificate Owner may
provide such information to its auditors, legal counsel and regulators and to
any other Person that holds or is contemplating the purchase of any Certificate
or interest therein (provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential)); and (b) in the case of a prospective purchaser of a
Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit L-2 hereto (or such other form as
may be reasonably acceptable to the Certificate Administrator or Custodian, as
the case may be) generally to the effect that such Person is a prospective
purchaser of a Certificate or an interest therein, is requesting the
information for use in evaluating a possible investment in Certificates and,
subject to the last sentence of this paragraph, will otherwise keep such
information confidential. The Holders of the Certificates, by their acceptance
thereof, will be deemed to have agreed, subject to the last sentence of this
paragraph, to keep such information confidential (except that any Holder may
provide any such information obtained by it to its auditors, legal counsel and
regulators and to any other Person that holds or is contemplating the purchase
of any Certificate or interest therein (provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential)). Notwithstanding the
foregoing, no Certificateholder, Certificate Owner or prospective
Certificateholder or Certificate Owner need keep confidential any information
received from the Certificate Administrator or Custodian, as the case may be,
pursuant to this Section 8.12(b) that has previously been filed with the
Commission, and the Certificate Administrator or Custodian, as the case may be,
shall not require either of the certifications contemplated by the second
preceding sentence in connection with providing any information pursuant to
this Section 8.12(b) that has previously been filed with the Commission.
(c) None of the Trustee, the Certificate Administrator or the Master
Servicer shall be liable for providing or disseminating information in
accordance with the terms of this Agreement.
SECTION 8.13. Appointment of Fiscal Agent.
(a) Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may appoint, at the Trustee's own
expense, a Fiscal Agent for purposes of making Advances hereunder that are
otherwise required to be made by the Trustee. Any Fiscal Agent shall at all
times maintain a long-term unsecured debt rating of no less than "Aa3" from
Moody's and "AA" from S&P (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event with respect to any Class
of Rated Certificates (as confirmed in writing to the Trustee and the Depositor
by such Rating Agency)). Any Person so appointed by the Trustee pursuant to
this Section 8.13(a) shall become the Fiscal Agent on the date as of which the
Trustee and the Depositor have received: (i) if the long-term unsecured debt of
the designated Person is not rated as least "Aa3" from Moody's and "AA" from
S&P, written confirmation from each Rating Agency that the appointment of such
designated Person will not result in an Adverse Rating Event with respect to
any Class of Rated Certificates; (ii) a written agreement whereby the
designated Person is appointed as, and agrees to assume and perform the duties
of, Fiscal Agent hereunder, executed by such designated Person and the Trustee
(such agreement, the "Fiscal Agent Agreement"); and (iii) an Opinion of Counsel
(which shall be paid for by the designated Person or the Trustee) substantially
to the effect that (A) the appointment of the designated Person to serve as
Fiscal Agent is in compliance with this Section 8.13, (B) the designated Person
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (C) the related Fiscal Agent Agreement has
been duly authorized, executed and delivered by the designated Person and (D)
upon execution and delivery of the related Fiscal Agent Agreement, the
designated Person shall be bound by the terms of this Agreement and,
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subject to customary bankruptcy and insolvency exceptions and customary equity
exceptions, that this Agreement shall be enforceable against the designated
Person in accordance with its terms. Any Person that acts as Fiscal Agent
shall, for so long as it so acts, be deemed a party to this Agreement for all
purposes hereof. Pursuant to the related Fiscal Agent Agreement, each Fiscal
Agent, if any, shall make representations and warranties with respect to itself
that are comparable to those made by the Trustee pursuant to Section 2.07.
Notwithstanding anything contained in this Agreement to the contrary, any
Fiscal Agent shall be entitled to all limitations on liability, rights of
reimbursement and indemnities to which the Trustee is entitled hereunder
(including pursuant to Sections 8.05(b) and 8.05(c)) as if it were the Trustee.
(b) To the extent that the Trustee is required, pursuant to the terms
of this Agreement, to make any Advance, whether as successor Master Servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent (if any) shall make such Advance when and as required by the terms
of this Agreement on behalf the Trustee as if such Fiscal Agent were the
Trustee hereunder. To the extent that the Fiscal Agent (if any) makes an
Advance pursuant to this Section 8.13 or otherwise pursuant to this Agreement,
the obligations of the Trustee under this Agreement in respect of such Advance
shall be satisfied.
(c) Notwithstanding anything contained in this Agreement to the
contrary, any Fiscal Agent shall be entitled to all limitations on liability,
rights of reimbursement and indemnities to which the Trustee is entitled
hereunder (including pursuant to Sections 8.05(b) and 8.05(c)) as if it were
the Trustee, except that all fees and expenses of any Fiscal Agent (other than
interest owed to such Fiscal Agent in respect of unreimbursed Advances)
incurred by such Fiscal Agent in connection with the transactions contemplated
by this Agreement shall be borne by the Trustee, and neither the Trustee nor
such Fiscal Agent shall be entitled to reimbursement therefor from any of the
Trust, the Depositor, the Master Servicer or the Special Servicer.
(d) The obligations of any Fiscal Agent set forth in this Section 8.13
or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it shall act as Trustee hereunder. Any Fiscal Agent may
resign or be removed by the Trustee only if and when the existence of such
Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility
requirements of Section 8.06; provided that any Fiscal Agent shall be deemed to
have resigned at such time as the Trustee that appointed it resigns or is
removed as Trustee hereunder (in which case the responsibility for appointing a
successor Fiscal Agent in accordance with this Section 8.13(a) shall belong to
the successor Trustee insofar as such appointment is necessary for such
successor Trustee to satisfy the eligibility requirements of Section 8.06).
(e) The Trustee shall promptly notify the other parties hereto and the
Certificateholders in writing of the appointment, resignation or removal of any
Fiscal Agent.
SECTION 8.14. Advance Security Arrangement.
Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may, at is own expense with the
approval of the Depositor, arrange for the pledging of collateral, the
establishment of a reserve fund or the delivery of a letter of credit, surety
bond or other comparable instrument or for any other security or financial
arrangement (any or all of the foregoing, individually and collectively, an
"Advance Security Arrangement") for purposes of supporting its back-up
advancing obligations hereunder; provided that any Advance Security Arrangement
shall be in such form and amount, and shall be maintained in such manner, as
(i) would permit the Trustee to act in such
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capacity without an Adverse Rating Event in respect of any Class of Rated
Certificates (as confirmed in writing to the Trustee and the Depositor by each
Rating Agency) and (ii) would not result in an Adverse REMIC Event (as
evidenced by an Opinion of Counsel addressed and delivered to the Trustee, the
Depositor and the Tax Administrator). The Trustee may terminate any Advance
Security Arrangement established by it only if and when (i) the existence of
such Advance Security Arrangement is no longer necessary for the Trustee to
satisfy the eligibility requirements of Section 8.06 or (ii) when such Trustee
resigns or is removed as Trustee hereunder.
SECTION 8.15. Filings with the Securities and Exchange Commission.
(a) With respect to the Trust's fiscal year 2000 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered Certificates
are held (directly or, in the case of Registered Certificates held in
book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository), the Certificate
Administrator shall:
(i) during such fiscal year, in accordance with the Exchange Act, the
rules and regulations promulgated thereunder and applicable "no-action
letters" issued by the Commission, prepare for filing, execute and properly
file with the Commission monthly, with respect to the Trust, a Current
Report on Form 8-K with copies of the Distribution Date Statements and the
Unrestricted Servicer Reports attached as exhibits;
(ii) during such fiscal year, (A) monitor for and promptly notify the
Depositor of the occurrence or existence of any of the matters identified in
Section 11.09(a) and/or Section 8.15(b) (in each case to the extent that a
Responsible Officer of the Certificate Administrator has actual knowledge
thereof), (B) cooperate with the Depositor in obtaining all necessary
information in order to enable the Depositor to prepare a Current Report on
Form 8-K reporting any such matter in accordance with the Exchange Act, the
rules and regulations promulgated thereunder and applicable "no-action
letters" issued by the Commission, and (C) execute and promptly file with
the Commission any such Current Report on Form 8-K prepared by or on behalf
of the Depositor and delivered to the Trustee; and
(iii) within 90 days following the end of such fiscal year, prepare,
execute and properly file with the Commission, with respect to the Trust, an
Annual Report on Form 10-K which complies in all material respects with the
requirements of the Exchange Act, the rules and regulations promulgated
thereunder and applicable "no-action letters" issued by the Commission;
provided that (x) the Certificate Administrator shall not have any
responsibility to file any items (other than those generated by it) that have
not been received in a format suitable for electronic filing via the EDGAR
system (or in an "ASCII," "Microsoft Word" or "Microsoft Excel" format) and
shall not have any responsibility to convert any such items (other than those
generated by it) to such format and (y) the Depositor shall be responsible for
preparing, executing and filing (via the EDGAR system within 15 days following
the Closing Date) a Current Report on Form 8-K reporting the establishment of
the Trust and whereby this Agreement is filed as an exhibit. Each of the other
parties to this Agreement shall deliver to the Certificate Administrator in the
format required for electronic filing via the EDGAR system (or in an "ASCII,"
"Microsoft Word" or "Microsoft Excel" format) any and all items (including, in
the case of the Master Servicer and the Special Servicer, Unrestricted Servicer
Reports) contemplated to be filed with the Commission pursuant to this Section
8.15(a).
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(b) At all times during the Trust's fiscal year 2000 (and, if as of
the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, at all times
during such other fiscal year), the Certificate Administrator shall monitor for
and promptly notify the Depositor of the occurrence or existence of any of the
following matters of which a Responsible Officer of the Certificate
Administrator has actual knowledge:
(i) any failure of the Certificate Administrator to make any monthly
distributions to the Holders of any Class of Certificates, which failure is
not otherwise reflected in the Certificateholder Reports filed with the
Commission or has not otherwise been reported to the Depositor pursuant to
any other Section of this Agreement;
(ii) any acquisition or disposition by the Trust of a Mortgage Loan or
an REO Property, which acquisition or disposition has not otherwise been
reflected in the Certificateholder Reports filed with the Commission or has
not otherwise been reported to the Depositor pursuant to any other Section
of this Agreement;
(iii) any other acquisition or disposition by the Trust of a significant
amount of assets (other than Permitted Investments, Mortgage Loans and REO
Properties), other than in the normal course of business;
(iv) any change in the fiscal year of the Trust;
(v) any material legal proceedings, other than ordinary routine
litigation incidental to the business of the Trust, to which the Trust (or
any party to this Agreement on behalf of the Trust) is a party or of which
any property included in the Trust Fund is subject, or any threat by a
governmental authority to bring any such legal proceedings;
(vi) any event of bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings in respect of
or pertaining to the Trust or any party to this Agreement, or any actions by
or on behalf of the Trust or any party to this Agreement indicating its
bankruptcy, insolvency or inability to pay its obligations; and
(vii) any change in the rating or ratings assigned to any Class of
Certificates not otherwise reflected in the Certificateholder Reports filed
with the Commission;
provided that (x) the actual knowledge of a Responsible Officer of the
Certificate Administrator of any material legal proceedings of which property
included in the Trust Fund is subject or of any material legal proceedings
threatened by a governmental authority is limited to circumstances where it
would be reasonable for the Certificate Administrator to identify such property
as an asset of, or as securing an asset of, the Trust or such threatened
proceedings as concerning the Trust and (y) no Responsible Officer of the
Certificate Administrator shall be deemed to have actual knowledge of the
matters described in clauses (vi) and (vii) of this Section 8.15(b) unless such
Responsible Officer was notified in writing.
(c) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2000), the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depository) by less than 300 Holders and/or Depository Participants having
accounts
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with the Depository, the Certificate Administrator shall, in accordance with
the Exchange Act and the rules and regulations promulgated thereunder, timely
file a Form 15 with respect to the Trust.
ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All
Mortgage Loans.
Subject to Section 9.02, the Trust and the respective obligations and
responsibilities under this Agreement of the parties hereto (other than the
obligations of the Certificate Administrator to provide for and make payments
to Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by or on
behalf of the Certificate Administrator and required hereunder to be so paid on
the Distribution Date following the earlier to occur of: (i) the purchase by
the Master Servicer, the Special Servicer or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders of all
Mortgage Loans and each REO Property remaining in the Trust Fund at a price
(the "Termination Price") equal to (A) the aggregate Purchase Price of all the
Mortgage Loans remaining in the Trust Fund (exclusive of any REO Mortgage
Loan(s)), plus (B) the appraised value of each REO Property, if any, included
in the Trust Fund, such appraisal to be conducted by a Qualified Appraiser
selected by the Special Servicer and approved by the Trustee and the Master
Servicer, minus (C) if the purchaser is the Master Servicer or the Special
Servicer, the aggregate amount of unreimbursed Advances made by such Person,
together with any unpaid Advance Interest in respect of such unreimbursed
Advances and any unpaid servicing compensation payable to such Person (which
items shall be deemed to have been paid or reimbursed to the Master Servicer or
the Special Servicer, as the case may be, in connection with such purchase);
provided however, that any such purchase shall be subject to the rights of any
affected Designated Sub-Servicer to continue to sub-service the Mortgage Loans
covered by the applicable Designated Sub-Servicer Agreement, (ii) the exchange
by the Sole Certificateholder of all the Certificates for all the Mortgage
Loans and each REO Property remaining in the Trust Fund, and (iii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; provided, however,
that in no event shall the Trust continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James, living on
the date hereof.
The Master Servicer, the Special Servicer or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, in that
order of preference, may at its option elect to purchase all the Mortgage Loans
and each REO Property remaining in the Trust Fund as contemplated by clause (i)
of the preceding paragraph by giving written notice to the other parties hereto
(and, in the case of an election by the Master Servicer or Special Servicer, to
the Holders of the Controlling Class) no later than 60 days prior to the
anticipated date of purchase; provided, however, that the aggregate Stated
Principal Balance of the Mortgage Pool at the time of such election is less
than 1.0% of the Initial Pool Balance; and provided, further, that within 30
days after written notice of such election is so given, no Person with a higher
right of priority to make such an election does so; and provided, further, that
if more than one Controlling Class Certificateholder or group of Controlling
Class Certificateholders desire to purchase all of the Mortgage Loans and any
REO Properties, preference shall be given to the Controlling Class
Certificateholder or group of Controlling Class Certificateholders with the
largest Percentage Interest in the Controlling Class. If the Trust is to be
terminated in
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connection with the purchase of all the Mortgage Loans and each REO Property
remaining in the Trust Fund by the Master Servicer, the Special Servicer or any
Controlling Class Certificateholder(s), such Person(s) shall deliver to the
Master Servicer for deposit (or, if the Master Servicer is the purchaser, it
shall deposit) in the Collection Account (after the Determination Date, and
prior to the Master Servicer Remittance Date, relating to the anticipated Final
Distribution Date) an amount in immediately available funds equal to the
Termination Price and shall reimburse all of the parties hereto (other than
itself, if applicable) for all reasonable out-of-pocket costs and expenses
incurred by such parties in connection with such purchase. On the Master
Servicer Remittance Date for the Final Distribution Date, the Master Servicer
shall transfer to the Distribution Account all amounts required to be
transferred thereto on such Master Servicer Remittance Date from the Collection
Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Collection Account that would otherwise be held
for future distribution. Upon confirmation that the deposit of the Termination
Price has been made to the Collection Account and the reimbursement
contemplated by the second preceding sentence has been made to the parties
hereto, the Trustee shall release or cause to be released to the purchasing
party (or its designee) the Mortgage Files for the remaining Mortgage Loans and
shall execute all assignments, endorsements and other instruments furnished to
it by the purchasing party as shall be necessary to effectuate transfer of the
Mortgage Loans and REO Properties to the purchasing party (or its designee).
The Sole Certificateholder shall have the right to exchange all of the
Certificates for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (ii) of the second
preceding paragraph by giving written notice to all the parties hereto no later
than 60 days prior to the anticipated date of exchange. In the event that the
Sole Certificateholder elects to exchange all of the Certificates for all of the
Mortgage Loans and each REO Property remaining in REMIC I in accordance with the
preceding sentence, the Sole Certificateholder, not later than the Master
Servicer Remittance Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur, shall deposit in the Collection
Account an amount in immediately available funds equal to all amounts then due
and owing to the Master Servicer, the Special Servicer, any Fiscal Agent, the
Certificate Administrator and/or the Tax Administrator hereunder that may be
withdrawn from the Collection Account pursuant to Section 3.05(a) or that may be
withdrawn from the Distribution Account pursuant to Section 3.05(b). In
addition, the Master Servicer shall transfer all amounts required to be
transferred to the Distribution Account on such Master Servicer Remittance Date
from the Collection Account pursuant to the first paragraph of Section 3.04(b).
Upon confirmation that such final deposits have been made and following the
surrender of all the Certificates on the Final Distribution Date, the Trustee
shall release or cause to be released to the Sole Certificateholder or its
designee, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Sole
Certificateholder, as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust Fund. Such transfer shall be
subject to the rights of the Master Servicer to master service the Mortgage
Loans and rights of the Master Servicer and/or the Designated Sub-Servicers to
primary service (or to perform select servicing functions with respect to) the
Mortgage Loans.
Notice of any termination shall be given promptly by the Certificate
Administrator by letter to Certificateholders mailed (x) if such notice is
given in connection with the purchase of all the Mortgage Loans and each REO
Property remaining in the Trust Fund by the Master Servicer, the Special
Servicer or any Controlling Class Certificateholder(s), not earlier than the
15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates and (y) otherwise during the
month of such final distribution on or before the Master Servicer Remittance
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Date in such month, in any event specifying (i) the Distribution Date upon
which the Trust Fund will terminate and final payment on the Certificates will
be made, (ii) the amount of any such final payment in respect of each Class of
Certificates and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office or agency of the Certificate
Administrator therein designated. The Certificate Administrator shall give such
notice to the parties hereto at the time such notice is given to
Certificateholders.
Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and
surrendering its Certificates such Certificateholder's Percentage Interest of
that portion of the amounts on deposit in the Distribution Account that is
allocable to payments on the relevant Class in accordance with Section 4.01.
Any funds not distributed to any Holder or Holders of Certificates of any
Class on the Final Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has
been given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such reasonable steps to contact the remaining
non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate. The costs and expenses of holding such funds in
trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any
former Holder on any amount held in trust hereunder. If by the second
anniversary of the delivery of such second notice, all of the Certificates
shall not have been surrendered for cancellation, then, subject to applicable
escheat laws, the Certificate Administrator shall distribute to the Class R
Certificateholders all unclaimed funds and other assets which remain subject
hereto.
SECTION 9.02. Additional Termination Requirements.
(a) If the Master Servicer, the Special Servicer or a Controlling
Class Certificateholder purchases, or the Sole Certificateholder exchanges all
the Certificates for, all the Mortgage Loans and each REO Property remaining in
the Trust Fund as provided in Section 9.01, the Trust and each REMIC Pool shall
be terminated in accordance with the following additional requirements, unless
the purchasing party obtains at its own expense and delivers to the Trustee and
the Tax Administrator an Opinion of Counsel, addressed to the Trustee and the
Tax Administrator, to the effect that the failure of the Trust to comply with
the requirements of this Section 9.02 will not result in an Adverse REMIC Event
with respect to any REMIC Pool:
(i) the Tax Administrator shall specify the first day in the 90-day
liquidation period in a statement attached to the final Tax Return for each
REMIC Pool, pursuant to Treasury regulation Section 1.860F-1 and shall
satisfy all requirements of a qualified liquidation under Section 860F of
the Code and any regulations thereunder (as evidenced by an Opinion of
Counsel to such effect delivered on behalf and at the expense of the
purchasing party);
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(ii) during such 90-day liquidation period and at or prior to the time
of making the final payment on the Certificates, the Trustee shall
sell/transfer all the Mortgage Loans and each REO Property to the Master
Servicer, the Special Servicer, the applicable Controlling Class
Certificateholder(s) or the Sole Certificateholder, as the case may be, in
exchange for cash and/or Certificates in accordance with Section 9.01; and
(iii) immediately following the making of the final payment on the
Certificates, the Certificate Administrator shall distribute or credit, or
cause to be distributed or credited, to the Holders of the Class R
Certificates all remaining cash on hand (other than cash retained to meet
claims), and each REMIC Pool shall terminate at that time.
(b) By their acceptance of Certificates, the Holders hereby authorize
the Tax Administrator to prepare and adopt, on behalf of the Trust, a plan of
complete liquidation of each REMIC Pool in accordance with the terms and
conditions of this Agreement, which authorization shall be binding upon all
successor Certificateholders.
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01. Tax Administration.
(a) The Tax Administrator shall elect to treat each REMIC Pool as a
REMIC under the Code and, if necessary, under applicable state law. Each such
election will be made on Form 1066 or other appropriate federal tax or
information return or any appropriate state Tax Returns for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued.
(b) The Plurality Class R Certificateholder is hereby designated as
the Tax Matters Person of each REMIC Pool and, in such capacity, shall be
responsible to act on behalf of such REMIC Pool in relation to any tax matter
or controversy, to represent such REMIC Pool in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority, to request an administrative adjustment as to any taxable year of
such REMIC Pool, to enter into settlement agreements with any governmental
taxing agency with respect to such REMIC Pool, to extend any statute of
limitations relating to any tax item of such REMIC Pool and otherwise to act on
behalf of such REMIC Pool in relation to any tax matter or controversy
involving such REMIC Pool; provided that the Tax Administrator is hereby
irrevocably appointed and agrees to act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such. The legal
expenses and costs of any action described in this Section 10.01(b) and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust payable out of amounts on deposit in the Distribution Account as provided
by Section 3.05(b) unless such legal expenses and costs are incurred by reason
of a Tax Matters Person's or the Tax Administrator's misfeasance, bad faith or
negligence in the performance of, or such Person's reckless disregard of, its
obligations or are expressly provided by this Agreement to be borne by any
party hereto.
(c) The Tax Administrator shall prepare or cause to be prepared and
file, and the Trustee shall sign, all of the Tax Returns in respect of each
REMIC Pool and all of the applicable income tax and other information returns
for each Grantor Trust Pool. The expenses of preparing and filing such returns
shall be borne by the Tax Administrator without any right of reimbursement
therefor.
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(d) The Tax Administrator shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of
such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide: (i) to any Transferor
of a Class R Certificate, such information as is necessary for the application
of any tax relating to the transfer of a Class R Certificate to any Person who
is not a Permitted Transferee; (ii) to the Certificateholders, such information
or reports as are required by the Code or the REMIC Provisions, including
reports relating to interest, original issue discount and market discount or
premium (using the Prepayment Assumption as required); and (iii) to the IRS,
the name, title, address and telephone number of the Person who will serve as
the representative of each REMIC Pool.
(e) The Tax Administrator shall take such action and shall cause each
REMIC Pool to take such action as shall be necessary to create or maintain the
status thereof as a REMIC under the REMIC Provisions (and the other parties
hereto shall assist it, to the extent reasonably requested by the Tax
Administrator), to the extent that the Tax Administrator has actual knowledge
that any particular action is required; provided that the Tax Administrator
shall be deemed to have knowledge of relevant tax laws. Except as contemplated
by Section 3.17(a), the Tax Administrator shall not knowingly take or fail to
take any action, or cause any REMIC Pool to take or fail to take any action,
that under the REMIC Provisions, if taken or not taken, as the case may be,
could result in an Adverse REMIC Event in respect of any REMIC Pool, unless the
Tax Administrator has received an Opinion of Counsel to the effect that the
contemplated action or non-action, as the case may be, will not result in an
Adverse REMIC Event. Except as contemplated by Section 3.17(a), none of the
other parties hereto shall take or fail to take any action (whether or not
authorized hereunder) as to which the Tax Administrator has advised it in
writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. In addition, prior
to taking any action with respect to any REMIC Pool or the assets thereof, or
causing any REMIC Pool to take any action, which is not contemplated by the
terms of this Agreement, each of the other parties hereto will consult with the
Tax Administrator, in writing, with respect to whether such action could cause
an Adverse REMIC Event to occur, and no such other party shall take any such
action or cause any REMIC Pool to take any such action as to which the Tax
Administrator has advised it in writing that an Adverse REMIC Event could
occur. The Tax Administrator may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not permitted by this Agreement.
(f) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of state or local tax laws (other than any tax
permitted to be incurred by the Special Servicer on behalf of the Trust
pursuant to Section 3.17(a)), such tax, together with all incidental costs and
expenses (including penalties and reasonable attorneys' fees), shall be charged
to and paid by: (i) the Trustee, if such tax arises out of or results from a
breach of any of its, the Tax Administrator's or the Certificate
Administrator's obligations under Article IV, Article VIII or this Article X;
(iii) any Fiscal Agent, if such tax arises out of or results from a breach of
any of its obligations under Article IV or this Article X; (iii) the Master
Servicer, if such tax arises out of or results from a breach by the Master
Servicer of any of its obligations under Article III or this Article X; (iv)
the Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Article X;
or (v) the Trust, out of the Trust Fund (exclusive of Grantor Trust Pools), in
all other instances. If any tax is imposed on either Grantor Trust Pool, such
tax, together with all incidental costs
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and expenses (including, without limitation, penalties and reasonable
attorneys' fees), shall be charged to and paid by: (i) the Tax Administrator,
if such tax arises out of or results from a breach by the Tax Administrator of
any of its obligations under this Article X; (ii) the Special Servicer, if such
tax arises out of or results from a breach by the Special Servicer of any of
its obligations under Article III or this Article X; (iii) the Master Servicer,
if such tax arises out of or results from a breach by the Master Servicer of
any of its obligations under Article III or this Article X; (iv) the Trustee,
if such tax arises out of or results from a breach by the Trustee or the
Certificate Administrator of any of its obligations under Article IV, Article
VIII or this Article X; or (v) the Trust, out of the portion of the Trust Fund
constituting such Grantor Trust Pool, in all other instances. Any tax permitted
to be incurred by the Special Servicer pursuant to Section 3.17(a) shall be
charged to and paid by the Trust. Any such amounts payable by the Trust in
respect of taxes shall be paid by the Trustee at the direction of the Tax
Administrator out of amounts on deposit in the Distribution Account.
(g) The Tax Administrator and, to the extent that records are
maintained thereby in the normal course of its business, each of the other
parties hereto shall, for federal income tax purposes, maintain books and
records with respect to each REMIC Pool and each Grantor Trust Pool on a
calendar year and an accrual basis.
(h) Following the Startup Day for each REMIC Pool, the Trustee shall
not (except as contemplated by Section 2.03) accept any contributions of assets
to any REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution) to the effect that the
inclusion of such assets in such REMIC Pool will not result in an Adverse REMIC
Event in respect of such REMIC Pool.
(i) None of the Tax Administrator, the Master Servicer, the Special
Servicer, the Trustee or any Fiscal Agent shall consent to or, to the extent it
is within the control of such Person, permit: (i) the sale or disposition of
any Mortgage Loan (except in connection with (A) a breach of any representation
or warranty regarding any Mortgage Loan set forth in or made pursuant to the
related Mortgage Loan Purchase Agreement, (B) the foreclosure, default or
reasonably foreseeable material default of a Mortgage Loan, including the sale
or other disposition of a Mortgaged Property acquired by foreclosure, deed in
lieu of foreclosure or otherwise, (C) the bankruptcy of any REMIC Pool, or (D)
the termination of the Trust pursuant to Article IX of this Agreement); (ii)
the sale or disposition of any investments in the Collection Account or the REO
Account for gain; or (iii) the acquisition of any assets for the Trust (other
than a Mortgaged Property acquired through foreclosure, deed in lieu of
foreclosure or otherwise in respect of a defaulted Mortgage Loan, other than a
Replacement Mortgage Loan substituted for a Deleted Mortgage Loan and other
than Permitted Investments acquired in connection with the investment of funds
in the Collection Account or the REO Account); in any event unless it has
received an Opinion of Counsel (at the expense of the party seeking to cause
such sale, disposition, or acquisition) to the effect that such sale,
disposition, or acquisition will not result in an Adverse REMIC Event in
respect of any REMIC Pool.
(j) Except as otherwise permitted by Section 3.17(a), none of the Tax
Administrator, the Certificate Administrator, the Master Servicer, the Special
Servicer or the Trustee shall enter into any arrangement by which any REMIC
Pool will receive a fee or other compensation for services or, to the extent it
is within the control of such Person, permit any REMIC Pool to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code. At all times as may be required by the Code, each of
the respective parties hereto (to the extent it is within its control) shall
ensure that substantially all of the assets of each REMIC Pool will consist of
"qualified mortgages" as defined in
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Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(k) Within 30 days after the related Startup Day, the Tax Administrator
shall prepare and file with the IRS, with respect to each REMIC Pool, Form 8811
"Information Return for Real Estate Mortgage Investment Conduits (REMICs) and
Issuers of Collateralized Debt Obligations".
(l) On or before April 15 of each calendar year, commencing April 15,
2001, unless the Tax Administrator and the Trustee are the same Person, the Tax
Administrator shall deliver to the Trustee an Officer's Certificate from a
Responsible Officer of the Tax Administrator confirming the Tax Administrator's
compliance with its obligations under this Agreement during the prior calendar
year.
(m) The parties intend that the portion of the Trust Fund consisting
of Post-ARD Additional Interest on the ARD Loans and the Class Y Sub-Account
shall constitute, and that the affairs of such portion of the Trust Fund shall
be conducted so as to qualify as, a Grantor Trust, and the provisions hereof
shall be interpreted consistently with this intention. In addition, the parties
intend that the portion of the Trust Fund consisting of the REMIC I Residual
Interest, the REMIC II Residual Interest, the REMIC III Residual Interest and
the Loan REMIC Residual Interest shall constitute, and the affairs of such
portion of the Trust Fund shall be conducted so as to qualify as, a Grantor
Trust, and the provisions hereof shall be interpreted consistently with this
intention. The Tax Administrator shall perform on behalf of each Grantor Trust
Pool all reporting and other tax compliance duties that are the responsibility
of such Grantor Trust Pool under the Code or any compliance guidance issued by
the IRS or any state or local taxing authorities. The expenses of preparing and
filing such returns shall be borne by the Tax Administrator.
(n) The Trustee, the Tax Administrator and the Certificate
Administrator shall comply with the terms of each Loan REMIC Declaration to the
extent that such Loan REMIC Declaration is not inconsistent with the provisions
of this Agreement.
SECTION 10.02. Depositor, Master Servicer, Special Servicer, Trustee
and Fiscal Agent to Cooperate with Tax Administrator.
(a) The Depositor shall provide or cause to be provided to the Tax
Administrator, within 10 days after the Closing Date, all information or data
that the Tax Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates, including
the price, yield, prepayment assumption and projected cash flow of the
Certificates.
(b) Each of the Master Servicer, the Special Servicer, the Trustee and
any Fiscal Agent shall furnish such reports, certifications and information in
its possession, and access to such books and records maintained thereby, as may
relate to the Certificates or the Trust Fund and as shall be reasonably
requested by the Tax Administrator in order to enable it to perform its duties
hereunder.
SECTION 10.03. Appointment of Tax Administrator.
The Trustee may, at its own expense, appoint any Person with appropriate
tax-related experience to act as Tax Administrator hereunder; provided that, in
the absence of any other Person appointed in accordance herewith acting as Tax
Administrator, the Trustee agrees to act in such capacity in accordance with
the terms hereof. The appointment of a Tax Administrator shall not relieve the
Trustee from any of its obligations hereunder, and the Trustee shall remain
responsible for all acts and
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omissions of the Tax Administrator. The Trustee shall cause any such Tax
Administrator appointed by it to execute and deliver to the Trustee an
instrument in which such Tax Administrator shall agree to act in such capacity
in accordance with the obligations and responsibilities provided for herein.
The Tax Administrator shall be subject to the same standards of care,
limitations on liability and rights to indemnity as the Trustee, and the
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c) and 8.05(e)
shall apply to the Tax Administrator to the same extent that they apply to the
Trustee. Any Tax Administrator appointed in accordance with this Section 10.03
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any Tax
Administrator appointed in accordance with this Section 10.03 by giving written
notice of termination to such Tax Administrator, the Master Servicer, and the
Depositor.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
(a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be inconsistent with any other
provision herein, (iii) to add any other provisions with respect to matters or
questions arising hereunder which shall not be inconsistent with the provisions
hereof, (iv) as evidenced by an Opinion of Counsel delivered to the Trustee and
the Tax Administrator, either (A) to comply with any requirements imposed by
the Code or any successor or amendatory statute or any temporary or final
regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to any
REMIC Pool or either Grantor Trust Pool at least from the effective date of
such amendment, or (B) to avoid the occurrence of a prohibited transaction or
to reduce the incidence of any tax that would arise from any actions taken with
respect to the operation of any REMIC Pool or either Grantor Trust Pool, or (v)
as provided in Section 5.02(d)(iv), to modify, add to or eliminate any of the
provisions of Section 5.02(d)(i), (ii) or (iii); provided that such amendment
(other than any amendment for any of the specific purposes described in clauses
(iv) and (v) above) shall not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an Opinion of Counsel
obtained by or delivered to the Trustee to such effect.
(b) This Agreement may also be amended from time to time by the mutual
agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to
all of the affected Classes, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received or advanced on Mortgage
Loans and/or REO Properties which are required to be distributed on any
Certificate, without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in clause (i) above,
without the consent of the Holders of all Certificates of such Class, or (iii)
modify the provisions of this Section 11.01 or the definition of "Servicing
Standard", without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for
purposes of the giving or
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withholding of consents pursuant to this Section 11.01, Certificates registered
in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to the matters described above
as they would if registered in the name of any other Person.
(c) Notwithstanding any contrary provision of this Agreement, neither
the Trustee nor the Tax Administrator shall consent to any amendment to this
Agreement unless it shall first have obtained or been furnished with an Opinion
of Counsel to the effect that neither such amendment nor the exercise of any
power granted to any party hereto in accordance with such amendment will result
in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor
Trust Event with respect to either Grantor Trust Pool. In addition, prior to
the execution of any amendment to this Agreement, the Trustee shall be entitled
to receive and rely upon an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement.
(d) Promptly after the execution and delivery of any amendment by all
parties thereto, the Trustee shall send a copy thereof to each
Certificateholder and to each Rating Agency.
(e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(f) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section 11.01 that affects its rights, duties and
immunities under this Agreement or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 11.01(a) or (c) shall be payable out
of the Distribution Account.
SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust (payable out of the
Collection Account), but only upon written direction of the Depositor
accompanied by an Opinion of Counsel (the cost of which may be paid out of the
Collection Account) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
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SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
(b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any
Mortgage Loan, unless, with respect to any suit, action or proceeding upon or
under or with respect to this Agreement, such Holder previously shall have
given to the Trustee a written notice of default hereunder, and of the
continuance thereof, as hereinbefore provided, and unless also (except in the
case of a default by the Trustee) the Holders of Certificates entitled to at
least 25% of the Voting Rights shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. It is understood and intended, and
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of
this Agreement to affect, disturb or prejudice the rights of any other Holders
of Certificates, or to obtain or seek to obtain priority over or preference to
any other such Holder (which priority or preference is not otherwise provided
for herein), or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this Section 11.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 11.04. Governing Law.
This Agreement and the Certificates shall be construed in accordance with
the substantive laws of the State of New York applicable to agreements made and
to be performed entirely in said State, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws. The parties hereto intend that the provisions of Section 5-1401 of the
New York General Obligations Law shall apply to this Agreement.
SECTION 11.05. Notices.
Any communications provided for or permitted hereunder shall be in
writing (including by telecopy) and, unless otherwise expressly provided
herein, shall be deemed to have been duly given when delivered to or, in the
case of telecopy notice, when received: (i) in the case of the Depositor,
Salomon Brothers Mortgage Securities VII, Inc., 388 Greenwich Street, New York,
New York 10013, Attention: Angela Hutzel, telecopy number: (212) 816-8306; (ii)
in the case of the Master Servicer,
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<PAGE> 191
GMAC Commercial Mortgage Corporation, 200 Witmer Road, P.O. Box 1015, Horsham,
Pennsylvania 19044, Attention: Managing Director Servicing, with copies to GMAC
Commercial Mortgage Corporation, 200 Witmer Road, P.O. Box 1015, Horsham,
Pennsylvania 19044, Attention: General Counsel, telecopy number: (215)
328-3620; (iii) in the case of Special Servicer, GMAC Commercial Mortgage
Corporation, 550 California Street, 12th Floor, San Francisco, California
94104, Attention: Henry Bieber, telecopy number: (415) 835-9268; (iv) in the
case of the Trustee, Norwest Bank Minnesota, National Association, 11000 Broken
Land Parkway, Columbia, Maryland 21044-3562, Attention: Corporate Trust
Administration (CMBS), Salomon Brothers Mortgage Securities VII, Inc., Series
2000-C1, telecopy number: (410) 884-2360; (v) in the case of the Rating
Agencies, (A) Moody's Investors Service, Inc., 99 Church Street, New York, New
York 10007, Attention: Commercial MBS Monitoring Department, telecopy number:
(212) 553-0300; and (B) Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,
Attention: CMBS Surveillance Manager, telecopy number: (212) 438-2662; (vi) in
the case of GCFP, Greenwich Capital Financial Products, Inc., 600 Steamboat
Road Greenwich, Connecticut 06830, Attention: Mark Jarrell, telecopy number:
(203) 618-2134, with a copy to Greenwich Capital Financial Products, Inc., 600
Steamboat Road, Greenwich, Connecticut 06830, Attention: MBS Operations; (vii)
in the case of SBRC, Salomon Brothers Realty Corp., 388 Greenwich Street, New
York, New York 10013, Attention: Angela Hutzel, telecopy number (212) 816-8307;
(viii) in the case of the Certificate Administrator, the Custodian and the
Certificate Registrar, The Chase Manhattan Bank, 450 West 33rd Street, 14th
floor, New York, New York 1009-2697, Attention: Capital Markets Fiduciary
Services (CMBS), telecopy number: 212-946-8302; and (ix) in the case of the Tax
Administrator, The Chase Manhattan Bank, 450 West 33rd Street, 14th floor, New
York, New York 1009-2697, Attention: Capital Markets Fiduciary Services
(CMBS)--SBMS VII, Series 2000-C1, telecopy number: 212-946-8302; or as to each
such Person such other address and/or telecopy number as may hereafter be
furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address
of such Holder as shown in the Certificate Register.
SECTION 11.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenant(s), agreement(s), provision(s) or term(s) shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.
SECTION 11.07. Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and assigns and, as
third party beneficiaries (with all right to enforce the obligations hereunder
intended for their benefit as if a party hereto), the Underwriters and the
non-parties referred to in Sections 6.03, 8.05 and 3.22(g), and all such
provisions shall inure to the benefit of the Certificateholders. No other
person, including any Borrower, shall be entitled to any benefit or equitable
right, remedy or claim under this Agreement.
SECTION 11.08. Article and Section Headings.
The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.
-184-
<PAGE> 192
SECTION 11.09. Notices to and from the Rating Agencies and the
Depositor.
(a) The Trustee (or, with respect to items (v) and (vii) below, the
Certificate Administrator) shall promptly provide notice to each Rating Agency
and the Depositor with respect to each of the following of which a Responsible
Officer of the Trustee has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured;
(iii) the resignation, termination, merger or consolidation of the
Master Servicer, the Special Servicer or the Tax Administrator and the
appointment of a successor;
(iv) the appointment, resignation or removal of a Fiscal Agent;
(v) any change in the location of the Distribution Account, the
Interest Reserve Account or the Gain on Sale Reserve Fund;
(vi) any repurchase or substitution of a Mortgage Loan by a Mortgage
Loan Seller as contemplated by Section 2.03; and
(vii) the final payment to any Class of Certificateholders.
(b) The Master Servicer shall promptly provide notice to each
Rating Agency and the Depositor with respect to each of the following of which
it has actual knowledge:
(i) the resignation or removal of the Trustee and the appointment of a
successor; and
(ii) any change in the location of the Collection Account.
(c) Each of the Master Servicer and the Special Servicer, as the case
may be, shall furnish each Rating Agency such information with respect to the
Mortgage Loans as such Rating Agency shall reasonably request and which the
Master Servicer or the Special Servicer, as the case may be, can reasonably
provide to the extent consistent with applicable law and the related Mortgage
Loan documents. In any event, the Master Servicer and the Special Servicer
shall notify each Rating Agency with respect to each of the following of which
it has actual knowledge:
(i) any change in the lien priority of the Mortgage securing any
Mortgage Loan;
(ii) any change in the identity of the anchor tenant (i.e., a tenant
representing more than 20% of the total net rentable square feet of space)
at any Mortgaged Property used for retail purposes or any change in the term
of the lease for an anchor tenant at any such Mortgaged Property; and
(iii) any assumption of, or release or substitution of collateral for, a
Mortgage Loan that represents greater than 2% of the then aggregate Stated
Principal Balance of the Mortgage Pool;
(iv) any defeasance of or material damage to a Mortgaged Property.
-185-
<PAGE> 193
(d) Each of the Master Servicer and the Special Servicer, as the case
may be, shall promptly furnish to each Rating Agency copies of the following
items (in each case, at or about the same time that it delivers or causes the
delivery of such item to the Trustee):
(i) each of its Annual Performance Certifications;
(ii) each of its Annual Accountants' Reports; and
(iii) upon request, to the extent not already delivered, through hard
copy format or electronic format, each report prepared pursuant to Section
3.09(e).
(e) The Certificate Administrator shall promptly deliver to each
Rating Agency (in hard copy format or through use of the Certificate
Administrator's Internet Website for Moody's) a copy of each Distribution Date
Statement, Unrestricted Servicer Report and Restricted Servicer Report
forwarded to the Holders of the Certificates (in each case, at or about the
same time that it delivers such Certificateholder Report to such Holders). Any
Restricted Servicer Reports delivered electronically as aforesaid shall be
accessible on the Certificate Administrator 's Internet Website only with the
use of a password, which shall be provided by the Certificate Administrator to
each Rating Agency.
(f) The parties intend that each Rating Agency provide to the Trustee
and Certificate Administrator, upon request, a listing of the then-current
rating (if any) assigned by such Rating Agency to each Class of Certificates
then outstanding.
SECTION 11.10. Notices to Controlling Class Representative.
Upon request, including a one-time standing request, the Trustee,
Certificate Administrator, the Master Servicer or the Special Servicer, as the
case may be, shall deliver to the Controlling Class Representative a copy of
each notice or other item of information such Person is required to deliver to
the Rating Agencies pursuant to Section 11.09, in each case simultaneously with
the delivery thereof to the Rating Agencies.
SECTION 11.11. Complete Agreement.
This Agreement embodies the complete agreement among the parties and may
not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.
-186-
<PAGE> 194
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in
each case as of the day and year first above written.
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
as Depositor
By: /s/ ANGELA HUTZEL
----------------------------------
Name: Angela Hutzel
Title: Assistant Vice President
GMAC COMMERCIAL MORTGAGE
CORPORATION
as Master Servicer
By: /s/ KATHRYN MARQUARDT
-----------------------------------
Name: Kathryn Marquardt
Title: Senior Vice President
GMAC COMMERCIAL MORTGAGE
CORPORATION
as Special Servicer
By: /s/ HENRY J. BIEBER
------------------------------------
Name: Henry J. Bieber
Title: Senior Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
Solely in its capacity as Trustee
By: /s/ LESLIE A. GASKILL
------------------------------------
Name: Leslie A. Gaskill
Title: Vice President
<PAGE> 195
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 2nd day of June 2000, before me, a notary public in and for said
State, personally appeared Angel Hutzel, personally known to me to be an
Assistant Vice President of SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., one
of the entities that executed the within instrument, and also known to me to be
the person who executed it on behalf of such entity, and acknowledged to me
that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ ELSA J. CASTALDO
-----------------------------------------
Notary Public
[Notarial Seal]
Elsa J. Castaldo
Notary Public, State of New York
No. 01CA6026466
Qualified in Queens County
Commission Expires June 14, 2001
<PAGE> 196
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 28th day of June 2000, before me, a notary public in and for said
State, personally appeared Leslie A. Gaskill, known to me to be a Vice
President of NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ JACK A. AINI
-------------------------------------
Notary Public
[Notarial Seal]
Jack A. Aini
Notary Public, State of New York
No. 02AI5079724
Qualified in Kings County
Commission Expires June 9, 2001
<PAGE> 197
STATE OF CALIFORNIA )
) ss.:
COUNTY OF SAN FRANCISCO )
On the 20th day of June 2000, before me, a notary public in and for said
State, personally appeared Henry J. Bieber, known to me to be a Senior Vice
President of GMAC COMMERCIAL MORTGAGE CORPORATION, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ LISA L. CONNOLLY
--------------------------------------
Notary Public
[Notarial Seal]
Lisa L. Connolly
Commission # 1182755
Notary Public-California
San Francisco County
<PAGE> 198
Norwest Bank Minnesota, National Association, in
its capacity as Trustee, hereby appoints The Chase
Manhattan Bank to act as Custodian, Certificate
Administrator, Tax Administrator and Certificate
Registrar under the terms of this Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Solely in its capacity as Trustee
By: /s/ LESLIE A. GASKILL
------------------------------------
Name: Leslie A. Gaskill
Title: Vice President
The Chase Manhattan Bank hereby accepts its
appointment as Custodian, Certificate
Administrator, Tax Administrator and Certificate
Registrar and agrees to act in such capacities in
accordance with the terms of this Agreement
THE CHASE MANHATTAN BANK
By: /s/ JENNIFER BOHANNON
------------------------------------
Name: Jennifer Bohannon
Title: Assistant Vice President
<PAGE> 199
EXHIBIT A-1
FORM OF CLASS X CERTIFICATES
CLASS X COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
<TABLE>
<CAPTION>
<S> <C>
Pass-Through Rate: Variable Class Notional Amount of the Class X Certificates as of
the Closing Date:
$
-------------------
Cut-off Date: June 1, 2000 Initial Certificate Notional Amount of this Certificate
as of the Closing Date:
Closing Date: June 28, 2000 $
-------------------
First Distribution Date: Aggregate Stated Principal Balance of the Mortgage Loans
July 18, 2000 as of the Closing Date ("Initial Pool Balance"):
$713,300,121
Master Servicer: Trustee:
GMAC Commercial Mortgage Corporation Norwest Bank Minnesota, National Association
Special Servicer: Certificate Administrator:
GMAC Commercial Mortgage Corporation The Chase Manhattan Bank
Certificate No. X- CUSIP No.:
--- ----------------
</TABLE>
1
<PAGE> 200
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, GMAC COMMERCIAL MORTGAGE CORPORATION, THE CHASE MANHATTAN BANK OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.
This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional amount of this Certificate (its "Certificate Notional Amount") as of
the Closing Date by the aggregate notional amount of all the Class X
Certificates (their "Class Notional Amount") as of the Closing Date) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class X Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of the Cut-off
Date specified above (the "Agreement"), among Salomon Brothers Mortgage
Securities VII, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer", which term includes
any successor entity under the Agreement) and as special servicer (in such
capacity, the "Special Servicer", which term includes any successor entity under
the Agreement), and Norwest Bank Minnesota, National Association, as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement
2
<PAGE> 201
the Holder of this Certificate by virtue of its acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date"), to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to all the Holders
of the Class X Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.
The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
This Certificate is issuable in fully registered form only
without coupons. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of
transfer or exchange of this Certificate, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of this Certificate.
3
<PAGE> 202
Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.
The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, any Fiscal Agent, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, any Fiscal Agent, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, (ii) the purchase by the Master Servicer, the Special Servicer or
any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund, and (iii)
the exchange by any Sole Certificateholder of all the Certificates for all the
Mortgage Loans and each REO Property remaining in the Trust Fund. The Agreement
permits, but does not require, the Master Servicer, the Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and any Fiscal Agent with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, including any amendment necessary to maintain the
status of any REMIC Pool as a REMIC, without the consent of the Holders of any
of the Certificates.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
4
<PAGE> 203
The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.
This Certificate shall be construed in accordance with the
substantive laws of the State of New York applicable to agreements made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.
5
<PAGE> 204
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class X Certificates referred to in the
within-mentioned Agreement.
Dated:
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
6
<PAGE> 205
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.
I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:
-----------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Dated:
-------------------------------------
Signature by or on behalf of Assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The Assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________________________.
Distributions made by check (such check to be made payable to
___________________) and all applicable statements and notices should be mailed
to __________. This information is provided by ________________________, the
Assignee named above, or ____________________, as its agent.
7
<PAGE> 206
EXHIBIT A-2
FORM OF CLASS A-1 AND A-2 CERTIFICATES
CLASS [A-1] [A-2] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
<TABLE>
<CAPTION>
<S> <C>
Pass-Through Rate: Variable Class Principal
Balance of the Class
[A-1] [A-2]
Certificates as of the Closing Date:
$
---------------
Cut-off Date: June 1, 2000 Initial Certificate Principal Balance of
this Certificate as of the Closing Date:
Closing Date: June 28, 2000 $
---------------
First Distribution Date: Aggregate Stated Principal Balance of the Mortgage Loans as
July 18, 2000 of the Closing Date ("Initial Pool Balance"): $713,300,121
Master Servicer: Trustee:
GMAC Commercial Mortgage Corporation Norwest Bank Minnesota, National Association
Special Servicer: Certificate Administrator:
GMAC Commercial Mortgage Corporation The Chase Manhattan Bank
Certificate No. [A-1] [A-2]- CUSIP No.:
--- ----------------
</TABLE>
1
<PAGE> 207
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, GMAC COMMERCIAL MORTGAGE CORPORATION, THE CHASE MANHATTAN BANK OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [A-1] [A-2]
Certificates (their "Class Principal Balance") as of the Closing Date) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class [A-1] [A-2] Certificates. The Trust Fund was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as of the
Cut-off Date specified above (the "Agreement"), among Salomon Brothers Mortgage
Securities VII, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer", which term includes
any successor entity under the Agreement) and as the special servicer (in such
capacity, the "Special Servicer", which term includes any successor entity under
the Agreement), and Norwest Bank Minnesota, National Association, as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
2
<PAGE> 208
Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date") to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to all the Holders
of the Class [A-1] [A-2] Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on this
Certificate will be made by the Trustee by wire transfer of immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no later than the related
Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any portion
of an Unfunded Principal Balance Reduction in respect of this Certificate) will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.
The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.
This Certificate is issuable in fully registered form only
without coupons. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of
transfer or exchange of this Certificate, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to
3
<PAGE> 209
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of this Certificate.
Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.
The Depositor, the Master Servicer, the Special Servicer, the
Trustee, any Fiscal Agent, the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent, the Certificate Administrator or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, any Fiscal Agent, the Certificate
Registrar or any such agent shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, (ii) the purchase by the Master Servicer, the Special Servicer or
any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund, and (iii)
the exchange by any Sole Certificateholder of all the Certificates for all the
Mortgage Loans and each REO Property remaining in the Trust Fund. The Agreement
permits, but does not require, the Master Servicer, the Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and any Fiscal Agent with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, including any amendment necessary to maintain the
status of any REMIC Pool as a REMIC, without the consent of the Holders of any
of the Certificates.
4
<PAGE> 210
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.
This Certificate shall be construed in accordance with the
substantive laws of the State of New York applicable to agreements made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.
5
<PAGE> 211
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-1] [A-2] Certificates referred to
in the within-mentioned Agreement.
Dated:
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
6
<PAGE> 212
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.
I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:
-----------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Dated:
-------------------------------------
Signature by or on behalf of Assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The Assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________ for the
account of ________________________________________.
Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements
and notices should be mailed to ___________________________________________.
This information is provided by _____________________________,
the Assignee named above, or ____________________, as its agent.
7
<PAGE> 213
EXHIBIT A-3
FORM OF CLASS B, C, D, E, F AND G CERTIFICATES
CLASS [B] [C] [D] [E] [F] [G] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
<TABLE>
<CAPTION>
<S> <C>
Pass-Through Rate: Variable Class Principal Balance of the Class [B][C] [D] [E] [F] [G]
Certificates as of the Closing Date: $
---------
Cut-off Date: June 1, 2000 Initial Certificate Principal Balance of this Certificate
as of the Closing Date: $
Closing Date: June 28, 2000 -----------
First Distribution Date: Aggregate Stated Principal Balance of the Mortgage Loans as
July 18, 2000 of the Closing Date ("Initial Pool Balance"): $713,300,121
Master Servicer: Trustee:
GMAC Commercial Mortgage Corporation Norwest Bank Minnesota, National Association
Special Servicer: Certificate Administrator:
GMAC Commercial Mortgage Corporation The Chase Manhattan Bank
Certificate No. [B][C] [D] [E] [F] [G] CUSIP No.:
------- -----------------
</TABLE>
1
<PAGE> 214
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, GMAC COMMERCIAL MORTGAGE CORPORATION, THE CHASE MANHATTAN BANK OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.
THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the
2
<PAGE> 215
Class [B] [C] [D] [E] [F] [G] Certificates (their "Class Principal Balance") as
of the Closing Date) in that certain beneficial ownership interest in the Trust
Fund evidenced by all the Class [B] [C] [D] [E] [F] [G] Certificates. The Trust
Fund was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of the Cut-off Date specified above (the
"Agreement"), among Salomon Brothers Mortgage Securities VII, Inc., as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
GMAC Commercial Mortgage Corporation, as master servicer (in such capacity, the
"Master Servicer", which term includes any successor entity under the Agreement)
and as special servicer (in such capacity, the "Special Servicer", which term
includes any successor entity under the Agreement), and Norwest Bank Minnesota,
National Association as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month, or if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date"), to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to all the Holders
of the Class [B] [C] [D] [E] [F] [G] Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
this Certificate will be made by the Trustee by wire transfer of immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no later than the related
Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any portion
of an Unfunded Principal Balance Reduction in respect of this Certificate) will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.
The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.
3
<PAGE> 216
This Certificate is issuable in fully registered form only
without coupons. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"),
or (B) to any Person who is directly or indirectly purchasing this Certificate
or any interest herein on behalf of, as named fiduciary of, as trustee of, or
with assets of a Plan, if the purchase and holding of this Certificate or such
interest herein by the prospective Transferee would result in a violation of
Section 406 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in limited
circumstances, the Certificate Registrar shall refuse to register the transfer
of this Certificate unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) a certification of facts
and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Certificate Registrar that such transfer will not result in
a violation of Section 406 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. For so long as this
Certificate constitutes a Book-Entry Certificate, each such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I
and III of Prohibited Transactions Class Exemption 95-60.
If a Person is acquiring this Certificate as a fiduciary or
agent for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as described in the preceding paragraph.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
4
<PAGE> 217
No service charge will be imposed for any registration of
transfer or exchange of this Certificate, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of this Certificate.
Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.
The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, any Fiscal Agent, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, any Fiscal Agent, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, (ii) the purchase by the Master Servicer, the Special Servicer or
any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund, and (iii)
the exchange by any Sole Certificateholder of all the Certificates for all the
Mortgage Loans and each REO Property remaining in the Trust Fund. The Agreement
permits, but does not require, the Master Servicer, the Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and any Fiscal Agent with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, including any amendment necessary to maintain the
status of any REMIC Pool as a REMIC, without the consent of the Holders of any
of the Certificates.
5
<PAGE> 218
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.
This Certificate shall be construed in accordance with the
substantive laws of the State of New York applicable to agreements made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.
6
<PAGE> 219
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [B] [C] [D] [E] [F] [G] Certificates
referred to in the within-mentioned Agreement.
Dated:
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
<PAGE> 220
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.
I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:
-----------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Dated:
-------------------------------------
Signature by or on behalf of Assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The Assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of __________________________________.
Distributions made by check (such check to be made payable to
_____________) and all applicable statements and notices should be mailed to
__________________________.
This information is provided by ____________________, the
Assignee named above, or ____________________, as its agent.
8
<PAGE> 221
EXHIBIT A-4
FORM OF CLASS H, J, K, L, M, N AND P CERTIFICATES
CLASS [H] [J] [K] [L] [M] [N] [P] COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 2000-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
<TABLE>
<CAPTION>
<S> <C>
Pass-Through Rate: ____% per annum Class Principal Balance of the Class [H] [J] [K] [L] [M]
[N [P] Certificates as of the Closing Date:
$
--------------
Cut-off Date: June 1, 2000 Initial Certificate Principal Balance of this Certificate
Closing Date: June 28, 2000 as of the Closing Date: $
----------
First Distribution Date: Aggregate Stated Principal Balance of the Mortgage Loans
July 18, 2000 as of the Closing Date ("Initial Pool Balance"):
$713,300,121
Master Servicer: Trustee:
GMAC Commercial Mortgage Corporation Norwest Bank Minnesota, National Association
Special Servicer: Certificate Administrator:
GMAC Commercial Mortgage Corporation The Chase Manhattan Bank
Certificate No. [H] [J] [K] [L] [M] [N] [P] CUSIP No.:
-----------
</TABLE>
1
<PAGE> 222
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE TRUST FUND IN WHICH THIS CERTIFICATE EVIDENCES AN INTEREST HAS NOT BEEN
REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE "INVESTMENT COMPANY ACT"). ACCORDINGLY, THIS CERTIFICATE MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A
"QUALIFIED INSTITUTIONAL BUYER") OR (2) AN ACCREDITED INVESTOR WITHIN THE
MEANING OF PARAGRAPH (1), (2), (3) OR (7) OF RULE 501(a) OF REGULATION D UNDER
THE SECURITIES ACT OR AN ENTITY IN WHICH ALL THE EQUITY OWNERS ARE DESCRIBED BY
SUCH PARAGRAPHS (AN "INSTITUTIONAL ACCREDITED INVESTOR").
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, GMAC COMMERCIAL MORTGAGE CORPORATION, THE CHASE MANHATTAN BANK OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.
THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
2
<PAGE> 223
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the principal amount of this Certificate (its "Certificate Principal Balance")
as of the Closing Date by the aggregate principal amount of all the Class [H]
[J] [K] [L] [M] [N] [P] Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Class [H] [J] [K] [L] [M] [N] [P] Certificates. The Trust
Fund was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of the Cut-off Date specified above (the
"Agreement"), among Salomon Brothers Mortgage Securities VII, Inc., as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
GMAC Commercial Mortgage Corporation, as master servicer (in such capacity, the
"Master Servicer", which term includes any successor entity under the Agreement)
and as special servicer (in such capacity, the "Special Servicer", which term
includes any successor entity under the Agreement), and Norwest Bank Minnesota,
National Association, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date"), to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to all the Holders
of the Class [H] [J] [K] [L] [M] [N] [P] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Trustee by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
later than the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any portion of an Unfunded Principal Balance Reduction in respect of this
Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.
3
<PAGE> 224
The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.
This Certificate is issuable in fully registered form only
without coupons. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws. If a transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of this Certificate by the Depositor,
then the Certificate Registrar shall refuse to register such transfer unless it
receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
transfer from the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Salomon Smith Barney Inc., Greenwich
Capital Markets, Inc., the Trustee, any Fiscal Agent, the Master Servicer, the
Special Servicer and the Certificate Registrar against any liability that may
result if such transfer, sale, pledge or other disposition is not exempt from
the registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.
No transfer of this Certificate or any interest herein shall
be made except to a Qualified Institutional Buyer or an Institutional Accredited
Investor. The Certificate Registrar shall refuse to register the transfer of
this Certificate unless it has received from the prospective
4
<PAGE> 225
Transferee a certification, substantially in the form attached as Annex 1 or
Annex 2 to Exhibit F-2A to the Agreement, to the effect that such prospective
Transferee is a Qualified Institutional Buyer or a certification from the
prospective Transferee to the effect that such prospective Transferee is an
Institutional Accredited Investor.
No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"),
or (B) to any Person who is directly or indirectly purchasing this Certificate
or any interest herein on behalf of, as named fiduciary of, as trustee of, or
with assets of a Plan, if the purchase and holding of this Certificate or such
interest herein by the prospective Transferee would result in a violation of
Section 406 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in limited
circumstances, the Certificate Registrar shall refuse to register the transfer
of this Certificate unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) a certification of facts
and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Certificate Registrar that such transfer will not result in
a violation of Section 406 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.
If a Person is acquiring this Certificate as a fiduciary or
agent for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as described in the three preceding paragraphs.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of
transfer or exchange of this Certificate, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of this Certificate.
5
<PAGE> 226
The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, any Fiscal Agent, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, any Fiscal Agent, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, (ii) the purchase by the Master Servicer, the Special Servicer or
any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund, and (iii)
the exchange by any Sole Certificateholder of all the Certificates for all the
Mortgage Loans and each REO Property remaining in the Trust Fund. The Agreement
permits, but does not require, the Master Servicer, the Special Servicer or the
any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and any Fiscal Agent with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, including any amendment necessary to maintain the
status of any REMIC Pool as a REMIC, without the consent of the Holders of any
of the Certificates.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.
This Certificate shall be construed in accordance with the
substantive laws of the State of New York applicable to agreements made and to
be performed entirely in said State, and the
6
<PAGE> 227
obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.
7
<PAGE> 228
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [H] [J] [K] [L] [M] [N] [P]
Certificates referred to in the within-mentioned Agreement.
Dated:
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
8
<PAGE> 229
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.
I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:
-----------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Dated:
-------------------------------------
Signature by or on behalf of Assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The Assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of _________________________________.
Distributions made by check (such check to be made payable to
_____________) and all applicable statements and notices should be mailed to
_____________________________.
This information is provided by ____________________________,
the Assignee named above, or ____________________, as its agent.
9
<PAGE> 230
EXHIBIT A-5
FORM OF CLASS Y CERTIFICATES
CLASS Y COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
<TABLE>
<CAPTION>
<S> <C>
Cut-off Date: June 1, 2000 Percentage Interest evidenced by this Class Y
Certificate: %
Closing Date: June 28, 2000 ------
First Distribution Date: Aggregate Stated Principal Balance of the Mortgage Loans
July 18, 2000 as of the Closing Date ("Initial Pool Balance"):
$713,300,121
Master Servicer: Trustee:
GMAC Commercial Mortgage Corporation Norwest Bank Minnesota, National Association
Special Servicer: Certificate Administrator:
GMAC Commercial Mortgage Corporation The Chase Manhattan Bank
Certificate No. Y- CUSIP No.:
--- ----------------
</TABLE>
1
<PAGE> 231
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE TRUST FUND IN WHICH THIS CERTIFICATE EVIDENCES AN INTEREST HAS NOT BEEN
REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE "INVESTMENT COMPANY ACT"). ACCORDINGLY, THIS CERTIFICATE MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A
"QUALIFIED INSTITUTIONAL BUYER") OR (2) AN ACCREDITED INVESTOR WITHIN THE
MEANING OF PARAGRAPH (1), (2), (3) OR (7) OF RULE 501(a) OF REGULATION D UNDER
THE SECURITIES ACT OR AN ENTITY IN WHICH ALL THE EQUITY OWNERS ARE DESCRIBED BY
SUCH PARAGRAPHS (AN "INSTITUTIONAL ACCREDITED INVESTOR").
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, GMAC COMMERCIAL MORTGAGE CORPORATION, THE CHASE MANHATTAN BANK OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.
THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS, SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership
2
<PAGE> 232
interest in the Trust Fund evidenced by all the Class Y Certificates. The Trust
Fund was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of the Cut-off Date specified above (the
"Agreement"), among Salomon Brothers Mortgage Securities VII, Inc., as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
GMAC Commercial Mortgage Corporation, as master servicer (in such capacity, the
"Master Servicer", which term includes any successor entity under the Agreement)
and as special servicer (in such capacity, the "Special Servicer", which term
includes any successor entity under the Agreement), and Norwest Bank Minnesota,
National Association, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date"), to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to all the Holders
of the Class Y Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.
The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
This Certificate is issuable in fully registered form only
without coupons. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration
3
<PAGE> 233
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of this Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a transfer of this Certificate by the
Depositor), then the Certificate Registrar shall refuse to register such
transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached as Exhibit F-1A to the Agreement; or
(ii) a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
transfer from the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Salomon Smith Barney Inc., Greenwich
Capital Markets, Inc., the Trustee, any Fiscal Agent, the Master Servicer, the
Special Servicer and the Certificate Registrar against any liability that may
result if such transfer, sale, pledge or other disposition is not exempt from
the registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.
No transfer of this Certificate or any interest herein shall
be made except to a Qualified Institutional Buyer or an Institutional Accredited
Investor. The Certificate Registrar shall refuse to register the transfer of
this Certificate unless it has received from the prospective Transferee a
certification, substantially in the form attached as Annex 1 or Annex 2 to
Exhibit F-2A to the Agreement, to the effect that such prospective Transferee is
a Qualified Institutional Buyer or a certification from the prospective
Transferee to the effect that such prospective Transferee is an Institutional
Accredited Investor.
No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"),
or (B) to any Person who is directly or indirectly purchasing this Certificate
or any interest herein on behalf of, as named fiduciary of, as trustee of, or
with assets of a Plan, if the purchase and holding of this Certificate or such
interest herein by the prospective Transferee would result in a violation of
Section 406 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in limited
circumstances, the Certificate Registrar shall refuse to register the transfer
of this Certificate unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Section 406 of
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ERISA and Section 4975 of the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Certificate Registrar that such transfer will not result in a violation of
Section 406 of ERISA or Section 4975 of the Code or result in the imposition of
an excise tax under Section 4975 of the Code.
If a Person is acquiring this Certificate as a fiduciary or
agent for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as described in the three preceding paragraphs.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of
transfer or exchange of this Certificate, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of this Certificate.
The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, any Fiscal Agent, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, any Fiscal Agent, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, (ii) the purchase by the Master Servicer, the Special Servicer or
any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund, and (iii)
the exchange by any Sole Certificateholder of all the Certificates for all the
Mortgage Loans and each REO Property remaining in the Trust Fund. The Agreement
permits, but does not require, the Master Servicer, the Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The
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<PAGE> 235
exercise of such right may effect early retirement of the Certificates; however,
such right to purchase is subject to the aggregate Stated Principal Balance of
the Mortgage Pool at the time of purchase being less than 1.0% of the Initial
Pool Balance.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and any Fiscal Agent with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, including any amendment necessary to maintain the
status of any REMIC Pool as a REMIC, without the consent of the Holders of any
of the Certificates.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.
This Certificate shall be construed in accordance with the
substantive laws of the State of New York applicable to agreements made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.
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<PAGE> 236
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class Y Certificates referred to in the
within-mentioned Agreement.
Dated:
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
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<PAGE> 237
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.
I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:
-----------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Dated:
-------------------------------------
Signature by or on behalf of Assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The Assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ____________________________
for the account of ______________________________.
Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
_____________________________.
This information is provided by ______________________--, the
Assignee named above, or ____________________, as its agent.
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<PAGE> 238
EXHIBIT A-6
FORM OF CLASS R CERTIFICATES
CLASS R COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
<TABLE>
<CAPTION>
<S> <C>
Cut-off Date: June 1, 2000 Percentage Interest evidenced by this Class R
Certificate: ___%
Closing Date: June 28, 2000
First Distribution Date: July 18, 2000 Aggregate Stated Principal Balance of the Mortgage Loans
as of the Closing Date ("Initial Pool Balance"):
$713,300,121
Master Servicer: Trustee:
GMAC Commercial Mortgage Corporation Norwest Bank Minnesota, National Association
Special Servicer: Certificate Administrator:
GMAC Commercial Mortgage Corporation The Chase Manhattan Bank
Certificate No. R- CUSIP No.:
-- ---------------
</TABLE>
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<PAGE> 239
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE TRUST FUND IN WHICH THIS CERTIFICATE EVIDENCES AN INTEREST HAS NOT BEEN
REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE "INVESTMENT COMPANY ACT"). ACCORDINGLY, THIS CERTIFICATE MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A "QUALIFIED
INSTITUTIONAL BUYER").
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, GMAC COMMERCIAL MORTGAGE CORPORATION, THE CHASE MANHATTAN BANK OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.
THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE "RESIDUAL INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE
INVESTMENT CONDUITS" (EACH A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO
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<PAGE> 240
THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON
BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS, IF ANY,
ON THIS CERTIFICATE.
This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class R Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of the Cut-off
Date specified above (the "Agreement"), among Salomon Brothers Mortgage
Securities VII, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer", which term includes
any successor entity under the Agreement) and as special servicer (in such
capacity, the "Special Servicer", which term includes any successor entity under
the Agreement), and Norwest Bank Minnesota, National Association, as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on 18 day of each
month or, if such 18 day is not a Business Day, the Business Day immediately
following (each a "Distribution Date") to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to all the Holders
of the Class R Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.
The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account may be made from time to time for
3
<PAGE> 241
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
This Certificate is issuable in fully registered form only
without coupons. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws. If a transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of this Certificate by the
Depositor), then the Certificate Registrar shall refuse to register such
transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached as Exhibit F-1A to the Agreement; or
(ii) a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached as Exhibit F-2A to the Agreement; or (iii) an Opinion of
Counsel satisfactory to the Certificate Registrar to the effect that such
transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Salomon Smith Barney Inc., Greenwich
Capital Markets, Inc., the Trustee, any Fiscal Agent, the Master Servicer, the
Special Servicer and the Certificate Registrar against any liability that may
result if such transfer, sale, pledge or other disposition is not exempt from
the registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.
No transfer of this Certificate or any interest herein shall
be made except to a Qualified Institutional Buyer. The Certificate Registrar
shall refuse to register the transfer of this Certificate unless it has received
from the prospective Transferee a certification, substantially in the form
attached as Annex 1 or Annex 2 to Exhibit F-2A to the Agreement, to the effect
that such prospective Transferee is a Qualified Institutional Buyer.
No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"),
or (B) to any Person who is directly or indirectly purchasing this Certificate
or any interest herein on behalf of, as named
4
<PAGE> 242
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 of ERISA or Section 4975
of the Code or would result in the imposition of an excise tax under Section
4975 of the Code. Except in limited circumstances, the Certificate Registrar
shall refuse to register the transfer of this Certificate unless it has received
from the prospective Transferee either: (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification to the effect that the
purchase and holding of this Certificate by such prospective Transferee is
exempt from the prohibited transaction provisions of Section 406 of ERISA and
Section 4975 of the Code under Sections I and III of Prohibited Transaction
Class Exemption 95-60; or (iii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the
Certificate Registrar that such transfer will not result in a violation of
Section 406 of ERISA or Section 4975 of the Code or result in the imposition of
an excise tax under Section 4975 of the Code.
Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by its acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Trustee under clause (ii) of such Section
5.02(d) to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii) of such Section 5.02(d) to
negotiate the terms of any mandatory disposition and to execute all instruments
of Transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if a Responsible Officer of either the
Certificate Registrar or Trustee has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in this Certificate to such proposed Transferee shall be effected. In connection
therewith, the Certificate Registrar shall not register the transfer of an
Ownership Interest in this Certificate to any entity classified as a partnership
under the Code unless at the time of transfer, all of its beneficial owners are
United States Persons.
Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its Ownership
Interest herein and (y) not to transfer its Ownership Interest herein unless it
provides to the Certificate Registrar a certificate substantially in the form
attached as Exhibit H-2 to the Agreement stating that, among other things, it
has no actual knowledge that such
5
<PAGE> 243
other Person is not a Permitted Transferee. Each Person holding or acquiring an
Ownership Interest in this Certificate, by purchasing such Ownership Interest
herein, agrees to give the Trustee and the Tax Administrator written notice that
it is a "pass-through interest holder" within the meaning of temporary Treasury
regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a
"pass-through interest holder".
If a Person is acquiring this Certificate as a fiduciary or
agent for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as described in the five preceding paragraphs.
The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee and the Tax Administrator the following: (a) written confirmation
from each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not result in an Adverse Rating Event with
respect to any Class of Rated Certificates; and (b) an Opinion of Counsel, in
form and substance satisfactory to the Trustee and the Tax Administrator, to the
effect that such modification of, addition to or elimination of such provisions
will not cause any REMIC Pool to cease to qualify as a REMIC or be subject to an
entity-level tax caused by the Transfer of a Class R Certificate to a Person
that is not a Permitted Transferee, or cause a Person other than the prospective
Transferee to be subject to a REMIC-related tax caused by the Transfer of a
Class R Certificate to a Person that is not a Permitted Transferee.
A "Permitted Transferee" is any Transferee other than a
"Disqualified Organization" and a "Non-United States Person". In addition, if
such Transferee is classified as a partnership under the Code, such Transferee
can only be a "Permitted Transferee" if all of its beneficial owners are United
States Persons.
A "Disqualified Organization" is any of (i) the United States
or a possession thereof, any State or political subdivision thereof or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, international organization, or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (unless such
organization is subject to the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code and (v) any other Person so
designated by the Tax Administrator based upon an Opinion of Counsel that the
holding of an Ownership Interest in a Class R Certificate by such Person may
cause the Trust or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
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<PAGE> 244
A "Non-United States Person" is any Person other than a United
States Person. A "United States Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of
transfer or exchange of this Certificate, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of this Certificate.
The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, any Fiscal Agent, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, any Fiscal Agent, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, (ii) the purchase by the Master Servicer, the Special Servicer or
any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund, and (iii)
the exchange by any Sole Certificateholder of all the Certificates for all the
Mortgage Loans and each REO Property remaining in the Trust Fund. The Agreement
permits, but does not require, the Master Servicer, the Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.
7
<PAGE> 245
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and any Fiscal Agent with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, including any amendment necessary to maintain the
status of any REMIC Pool as a REMIC, without the consent of the Holders of any
of the Certificates.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.
This Certificate shall be construed in accordance with the
substantive laws of the State of New York applicable to agreements made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.
8
<PAGE> 246
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
Dated:
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely
as Certificate Registrar
By:
-------------------------------------
Authorized Officer
9
<PAGE> 247
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.
I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:
-----------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Dated:
-------------------------------------
Signature by or on behalf of Assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The Assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ______________________for the
account of _______________________________________________.
Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
_____________________________.
This information is provided by __________________________,
the Assignee named above, or _________________________________, as its agent.
10
<PAGE> 248
EXHIBIT B-1A
SCHEDULE OF SBRC MORTGAGE LOANS
[See Attached Schedule]
1
<PAGE> 249
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL MORTGAGE LOAN / PROPERTY NAME
NUMBER LOAN SELLER
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
6603287 1 SBRC Putnam Building
6000190 7 SBRC Sports Arena Village
6603464 19 SBRC Los Altos Woods Office Building
6603657 23 SBRC Bridgetown 1 Office Building
6000112 36 SBRC Herndon Plaza Retail Center
6602879 40 SBRC 132 South Rodeo Drive
SLP23981 43 SBRC Cherry Tree Shopping Center
6603600 44 SBRC 1916-1928 Old Middlefield Road
SLP24688 54 SBRC Jester Village Retail Center
SLP25023 57 SBRC Otay Distribution Center
GMSL2020 62 SBRC Valley Sunset Center
6603216 71 SBRC Ponderosa Village Shopping Center
6603106 72 SBRC Heinz Apartments
6603438 74 SBRC Highbury Court Apartments
6603015 78 SBRC 58-38 Page Place
6203043 80 SBRC Sweetwater Plaza East
6603022 81 SBRC Duane Reade Maspeth
GMSL1050 83 SBRC Brentwood Apartments
GMSL1140 84 SBRC Whitehall Apartments
6603228 85 SBRC Wind River Park Plaza
6603229 86 SBRC Newport Victoria Plaza
6603565 87 SBRC Haverty Furniture Store
GMSL1360 90 SBRC New Jersey Portfolio
GMSL1360A 90A SBRC 5004 Palisades
GMSL1360B 90B SBRC 727 & 727A 25th Street
GMSL1360D 90C SBRC Franklin's Tower Two
GMSL1360C 90D SBRC Franklin's Tower One
6601465 93 SBRC South Pointe Townhomes
SLP19741 95 SBRC Alameda Shopping Center
6603655 96 SBRC 41 North Division Street
6603517 101 SBRC Office Max Traverse
6603524 105 SBRC Office Max Mankato
6000078 106 SBRC Office Max Martinsburg
GMSL1010 114 SBRC Holiday Inn Express
6603169 117 SBRC Amberwood Mobile Home Park
SLP22017 118 SBRC Carson Commerce Center
6600279 121 SBRC Fountain Plaza
6603368 124 SBRC Hampton Inn Blythe
SLP24490 125 SBRC The Grove Shopping Center
SLP24415 127 SBRC Copeland Shopping Center
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6603287 One Upland Road Norwood MA 02062
6000190 3730-3780 Sports Arena Blvd. & 4015-4065 Hancock Street San Diego CA 92110
6603464 5050 El Camino Real Los Altos CA 94022
6603657 1631 NW Thurman Street Portland OR 97209
6000112 East Colonial Drive Orlando FL 32801
6602879 132 South Rodeo Drive Beverly Hills CA 90212
SLP23981 11200 Scaggsville Road Laurel MD 20723
6603600 1916-1928 Old Middlefield Road Mountain View CA 94043
SLP24688 6507 Jester Boulevard Austin TX 78750
SLP25023 6987-6995 Calle De Linea San Diego CA 92137
GMSL2020 704 W. Sunset Road Henderson NV 89015
6603216 Highway 260 and Granite Dells Road Payson AZ 85541
6603106 750-808 Enterprise Street and 451 Frazee Avenue Bowling Green OH 43402
6603438 50 Mount Zion Road Atlanta GA 30354
6603015 58-38 Page Place Maspeth NY 11378
6203043 1717-1747 Sweetwater Road National City CA 91950
6603022 66-56 Grand Avenue Maspeth NY 11378
GMSL1050 1660 NE 150th Street Miami FL 33181
GMSL1140 14860 NE 6th Ave North Miami FL 33161
6603228 18141 Beach Boulevard Huntington Beach CA 92648
6603229 2183 Fairview Road Costa Mesa CA 92627
6603565 598 East FM 3040 Lewisville TX 75067
GMSL1360 Various Various
GMSL1360A 5004 Palisade Avenue & 330 50th Street West New York NJ 07093
GMSL1360B 727 & 727A 25th Street Union City NJ 07087
GMSL1360D 6120 Monroe Place West New York NJ 07093
GMSL1360C 211 64th Street West New York NJ 07093
6601465 1500 Shelby Drive East Memphis TN 38116
SLP19741 321-325 East Alameda Avenue Burbank CA 91502
6603655 41 North Division Street Peekskill NY 10566
6603517 3111 South Airport Road Traverse City MI 49684
6603524 2020 Adams Street Mankato MN 56001
6000078 800 Foxcroft Avenue Martinsburg WV 25401
GMSL1010 835 Buford Road Cumming GA 30041
6603169 1027 Tempe Street Amarillo TX 79118
SLP22017 930 East Dominguez Street Carson CA 90745
6600279 7336 East Shoeman Lane Scottsdale AZ 85251
6603368 900 West Hobson Way Blythe CA 92225
SLP24490 3103-3193 North Garey Avenue Pomona CA 91767
SLP24415 15099 Hesperian Boulevard San Leandro CA 94578
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER CUT-OFF DATE ORIGINAL BALANCE MORT-
BALANCE GAGE
RATE
-----------------------------------------------------------------------
<S> <C> <C> <C>
6603287 28,618,254.87 28,878,148.39 (@) 7.570%
6000190 12,904,149.90 13,500,000.00 7.510%
6603464 7,816,668.83 7,860,000.00 7.840%
6603657 6,624,008.88 6,650,000.00 8.200%
6000112 5,285,529.04 5,492,990.56 (&) 7.280%
6602879 4,976,477.85 5,000,000.00 8.450%
SLP23981 4,685,601.62 4,700,000.00 8.400%
6603600 4,575,158.99 4,700,000.00 7.690%
SLP24688 3,863,651.49 3,875,000.00 8.560%
SLP25023 3,690,076.62 3,700,000.00 8.375%
GMSL2020 3,394,280.78 3,500,000.00 8.000%
6603216 3,180,107.73 3,200,000.00 8.020%
6603106 3,179,259.26 3,191,000.00 8.430%
6603438 3,106,150.84 3,125,000.00 8.130%
6603015 2,975,696.38 3,000,000.00 8.900%
6203043 2,908,631.50 3,000,000.00 7.300%
6603022 2,878,420.21 2,900,000.00 7.750%
GMSL1050 1,694,918.56 1,710,000.00 7.875%
GMSL1140 1,129,945.62 1,140,000.00 7.875%
6603228 1,418,562.85 1,425,000.00 8.600%
6603229 1,373,766.17 1,380,000.00 8.600%
6603565 2,735,316.46 2,750,000.00 7.966%
GMSL1360 2,683,469.68 2,704,000.00 8.250%
GMSL1360A
GMSL1360B
GMSL1360D
GMSL1360C
6601465 2,554,420.24 2,565,030.12 (#) 7.130%
SLP19741 2,510,907.57 2,525,000.00 8.125%
6603655 2,488,377.63 2,500,000.00 7.950%
6603517 2,348,838.78 2,500,000.00 8.250%
6603524 2,270,572.67 2,400,000.00 7.950%
6000078 2,269,770.36 2,360,000.00 7.375%
GMSL1010 2,105,292.43 2,150,000.00 9.250%
6603169 2,059,553.23 2,080,000.00 8.370%
SLP22017 2,047,625.49 2,062,500.00 8.500%
6600279 2,004,409.18 2,050,000.00 7.500%
6603368 1,894,734.91 2,000,000.00 8.900%
SLP24490 1,869,414.72 1,875,000.00 8.500%
SLP24415 1,866,547.09 1,880,000.00 8.375%
</TABLE>
2
<PAGE> 250
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL MORTGAGE LOAN / PROPERTY NAME
NUMBER LOAN SELLER
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GMSL1020 131 SBRC Las Posadas Shopping Center
GMSL1030 132 SBRC The Ville Apartments
SLP23056 134 SBRC Long Street Townhouses
GMSL1040 136 SBRC Garden Apartments
SLP20991 138 SBRC Madison Midtown Shopping Center
SLP21067 139 SBRC Cleveland Corners Shopping Center
GMSL1060 140 SBRC Park Place Apartments
GMSL1070 143 SBRC Federal Express
GMSL1400 144 SBRC Levittown Professional Building
6603331 145 SBRC 3311 Richmond Office Building
GMSL1080 146 SBRC Carmel Towers
SLP22240 148 SBRC Crestridge Apartments
GMSL1090 152 SBRC The Town Center
GMSL3010 153 SBRC Bayridge Apartments
SLP22898 154 SBRC Ramada Inn - Elizabethtown
SLP20897 155 SBRC Oasis Surgery Center
GMSL3020 156 SBRC 715 South Oxford Court Apartments
GMSL1100 157 SBRC Barefoot Bay Medical Office Center
SLP22053 159 SBRC Presidio Plaza
GMSL1310 160 SBRC 904-912 21st Avenue
GMSL1110 162 SBRC Frisco South Shopping Center
6602381 165 SBRC Milan Apartments
SLP20535 166 SBRC Palm Pacific Plaza Shopping Center
SLP22955 167 SBRC North Dixie Commerce Center
GMSL1120 168 SBRC Meadowlark Apartments
GMSL1350 169 SBRC Old Judge Building
SLP22517 170 SBRC Sherman/Lennox Portfolio
SLP22517B 170A SBRC 6839-6841 Lennox Avenue
SLP22517A 170B SBRC 17732 Sherman Way
SLP22980 171 SBRC Pacific Winds Apartments
GMSL1370 172 SBRC Isle of Capri Apartments
GMSL1380 173 SBRC Datura Station
SLP22416 174 SBRC Park View Cooperative
SLP21241 175 SBRC H & Z Office Building
SLP23854 176 SBRC Nassau Bay Villas Apartments
SLP23640 177 SBRC 2180 West First Street
SLP22238 179 SBRC Irving Place Apartments
GMSL3030 184 SBRC Madrid Apartments
GMSL1150 185 SBRC Comfort Inn - Milledgeville
SLP20328 186 SBRC Wal-Mart Shopping Center
GMSL1160 187 SBRC Stratford Apartments
GMSL1180 188 SBRC Willow Glen Plaza
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GMSL1020 802 - 806 Buchanan Boulevard Boulder City NV 89005
GMSL1030 4348 Kennerly Ave. St. Louis MO 63113
SLP23056 1401 and 1501 East Long Street Carson City NV 89706
GMSL1040 1021, 1027, 1030, 1035, 1039, 1045 NE 8th Avenue Ft. Lauderdale FL 33304
SLP20991 1060 U.S. Highway 51 Madison MS 39110
SLP21067 600 North Davis Avenue Cleveland MS 38732
GMSL1060 1661 West 259th Street Harbor City CA 90710
GMSL1070 109 - 111 Commission Blvd Lafayette LA 70508
GMSL1400 2900 Hempstead Turnpike Levittown NY 11756
6603331 3311 Richmond Avenue Houston TX 77098
GMSL1080 16700-16701 NE 21st Avenue North Miami Beach FL 33162
SLP22240 3200 West Walnut Street Garland TX 75042
GMSL1090 110-120 E. La Habra Boulevard La Habra CA 90631
GMSL3010 3001 F.M. 1266 League City TX 77573
SLP22898 108 Commerce Drive Elizabethtown KY 42701
SLP20897 44301-44305 Lorimer Avenue Lancaster CA 93534
GMSL3020 715 South Oxford Avenue Los Angeles CA 90005
GMSL1100 8000 Ron Beatty Blvd. Barefoot Bay FL 32935
SLP22053 401 South El Camino Real San Clemente CA 92672
GMSL1310 904-912 21st Avenue South Minneapolis MN 55404
GMSL1110 8200 Stonebrook Parkway Frisco TX 75034
6602381 6600 Yucca Street Los Angeles CA 90028
SLP20535 1114-1120 North Pacific Avenue Glendale CA 91202
SLP22955 3601 North Dixie Highway Boca Raton FL 33431
GMSL1120 233-239 W. San Marcos Blvd San Marcos CA 92069
GMSL1350 704 North 2nd Street St. Louis MO 63102
SLP22517
SLP22517B 6839-6841 Lennox Avenue Van Nuys CA 91405
SLP22517A 17732 Sherman Way Reseda CA 91355
SLP22980 5578 34th Street Rubidoux CA 92509
GMSL1370 1359 NE 127th Street North Miami FL 33161
GMSL1380 120 S. Dixie Highway West Palm Beach FL 33401
SLP22416 53 Prospect Street Stamford CT 06901
SLP21241 4300 Evergreen Lane Annandale VA 22003
SLP23854 130 Surf Court Drive Nassau Bay TX 77058
SLP23640 2180 West First Street Fort Myers FL 33901
SLP22238 1005 Metker Street Irving TX 75062
GMSL3030 3201 Second Avenue Lake Charles LA 70601
GMSL1150 2595 North Columbia Street Milledgeville GA 31061
SLP20328 NWC of Highway 75 & Highway 82 Sherman TX 75090
GMSL1160 1901-1931 Hazelwood Avenue Ft Wayne IN 46805
GMSL1180 1111 Town East Blvd. Mesquite TX 75150
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER CUT-OFF DATE ORIGINAL BALANCE MORT-
BALANCE GAGE
RATE
-----------------------------------------------------------------------
<S> <C> <C> <C>
GMSL1020 1,814,130.98 1,830,000.00 7.955%
GMSL1030 1,813,445.59 1,840,000.00 7.680%
SLP23056 1,790,809.92 1,800,000.00 8.140%
GMSL1040 1,743,925.69 1,762,500.00 7.750%
SLP20991 1,158,627.96 1,165,000.00 8.200%
SLP21067 482,347.26 485,000.00 8.200%
GMSL1060 1,634,079.51 1,650,000.00 7.875%
GMSL1070 1,573,379.15 1,600,000.00 7.750%
GMSL1400 1,550,442.42 1,560,000.00 8.740%
6603331 1,542,902.27 1,550,000.00 8.550%
GMSL1080 1,536,329.70 1,550,000.00 7.875%
SLP22240 1,470,068.80 1,480,000.00 9.375%
GMSL1090 1,441,959.68 1,455,000.00 8.230%
GMSL3010 1,440,455.81 1,492,000.00 8.750%
SLP22898 1,439,330.14 1,450,000.00 9.875%
SLP20897 1,391,384.67 1,400,000.00 8.720%
GMSL3020 1,375,649.74 1,408,000.00 8.375%
GMSL1100 1,352,817.51 1,365,000.00 8.250%
SLP22053 1,343,943.22 1,350,000.00 8.625%
GMSL1310 1,342,654.78 1,360,000.00 7.970%
GMSL1110 1,334,047.56 1,345,000.00 8.250%
6602381 1,294,196.36 1,300,000.00 8.100%
SLP20535 1,293,656.12 1,300,000.00 8.313%
SLP22955 1,289,805.51 1,295,000.00 8.490%
GMSL1120 1,285,194.53 1,300,000.00 7.375%
GMSL1350 1,285,126.47 1,300,000.00 8.625%
SLP22517 1,265,523.31 1,275,000.00 8.875%
SLP22517B
SLP22517A
SLP22980 1,253,201.21 1,260,000.00 8.250%
GMSL1370 1,240,509.23 1,250,000.00 8.250%
GMSL1380 1,215,941.09 1,225,000.00 8.375%
SLP22416 1,213,892.97 1,230,000.00 8.875%
SLP21241 1,192,865.05 1,200,000.00 8.875%
SLP23854 1,191,800.49 1,200,000.00 8.000%
SLP23640 1,191,440.30 1,195,000.00 8.500%
SLP22238 1,185,590.57 1,193,600.00 9.375%
GMSL3030 1,108,725.41 1,140,000.00 8.250%
GMSL1150 1,106,990.73 1,150,000.00 9.250%
SLP20328 1,095,753.19 1,100,000.00 8.625%
GMSL1160 1,084,891.94 1,100,000.00 7.250%
GMSL1180 1,083,192.32 1,100,000.00 8.250%
</TABLE>
3
<PAGE> 251
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL MORTGAGE LOAN / PROPERTY NAME
NUMBER LOAN SELLER
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GMSL1190 189 SBRC Edgewater Bay Apartments
GMSL1170 190 SBRC 420 Group
GMSL1200 192 SBRC Lake Forest North Apartments
SLP21920 193 SBRC CompuChem Industrial
SLP20822 195 SBRC A. E. Larson Building
GMSL2040 198 SBRC Corbus-Peppertree Lane Apartments
GMSL3040 199 SBRC Missouri Meadows Apartments
SLP22704 200 SBRC Highlander Square Apartments
GMSL1340 201 SBRC Hillcrest Crossing
GMSL1390 202 SBRC Virginia Plaza
GMSL2050 203 SBRC Pedersen Building
SLP22239 205 SBRC Shadowood Apartments
SLP21331 206 SBRC Arroyo Shopping Center
GMSL2060 209 SBRC Petite Chateau Villa Mobile Home Park
GMSL1320 211 SBRC Palmer Highway Shopping Center
SLP23012 212 SBRC Somerset Apartments
GMSL2070 213 SBRC Shady Acres/Pine Shadows Portfolio
GMSL2070A 213A SBRC Shady Acres Duplexes
GMSL2070B 213B SBRC Pine Shadows Estates
SLP21691 214 SBRC Vanowen Street Retail Center
SLP22527 216 SBRC Stanford Place Apartments
GMSL1220 217 SBRC Panola-Redan Crossing
SLP25096 218 SBRC Garnet Avenue Shopping Center
GMSL1230 219 SBRC The Chalet Apartments
SLP23017 220 SBRC Galt Ocean Plaza
SLP24396 221 SBRC Zion Street Apartments
GMSL1250 225 SBRC Heritage House Apartments
GMSL1240 226 SBRC Troy Building
SLP24391 227 SBRC Arlington Manor Mobile Home Park
GMSL2080 229 SBRC Beresford Retail
GMSL2090 230 SBRC 120 Standard Street
GMSL2110 232 SBRC Blair Place Duplexes
GMSL2100 233 SBRC 18714 Parthenia Street
GMSL1260 236 SBRC Fox Tile
GMSL1270 237 SBRC 471 Prospect Street
GMSL2120 239 SBRC Wishney
GMSL1330 241 SBRC Centennial Apartments
GMSL2130 242 SBRC Vanguard Industrial Building
GMSL2140 244 SBRC Brentwood Village Apartments
SLP22681 246 SBRC Glendale Apartments
GMSL1280 252 SBRC Notre Dame Apartments
SLP24033 254 SBRC Somers Apartments
GMSL1290 256 SBRC Muse Apartments
SLP22362 260 SBRC C. Martin Company
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GMSL1190 750 NE 62nd Street Miami FL 33138
GMSL1170 420 West 17th Street Hialeah FL 33010
GMSL1200 3605 and 3613 Lake Forest Drive & 3626 and 3636 North 112th Avenue Omaha NE 68164
SLP21920 501 Madison Avenue Cary NC 27513
SLP20822 6 South Second Street Yakima WA 98901
GMSL2040 5920 West Laurie Lane Glendale AZ 85302
GMSL3040 3501 West Missouri Avenue Phoenix AZ 85019
SLP22704 4000 North 19th Street Waco TX 76708
GMSL1340 17404 Hillcrest Road Dallas TX 75252
GMSL1390 2310 Virginia Parkway McKinney TX 75070
GMSL2050 398 West Colorado Avenue Telluride CO 81435
SLP22239 120 South Jupiter Road Garland TX 75042
SLP21331 8129-8147 Arroyo Drive South San Gabriel CA 91770
GMSL2060 2075 W. Rialto Avenue San Bernardino CA 92410
GMSL1320 3305-3319 Palmer Highway Texas City TX 77590
SLP23012 3445 Almand Drive College Park GA 30337
GMSL2070
GMSL2070A 723A-748B Vicky Drive Huntsville TX 77340
GMSL2070B 3300 Pine Grove Drive Huntsville TX 77340
SLP21691 12500-12510 Vanowen Street Los Angeles CA 91605
SLP22527 1406 Acadian Drive Houma LA 70363
GMSL1220 5616 Redan Road Stone Mountain GA 30088
SLP25096 2263-2275 Garnet Avenue San Diego CA 92109
GMSL1230 951 French St. Irving TX 75061
SLP23017 3300 N.E. 34th Street Fort Lauderdale FL 33308
SLP24396 399 Zion Street Hartford CT 06106
GMSL1250 45 Wheeler Ave Bridgeport CT 06606
GMSL1240 1025 SE Pine Portland OR 97214
SLP24391 222 Rockwell Drive Midland MI 48642
GMSL2080 2340 East Pacific Coast Highway Long Beach CA 90804
GMSL2090 120 Standard Street El Segundo CA 90245
GMSL2110 31902-31940 Michael Street Magnolia TX 77355
GMSL2100 18714 Parthenia Street Northridge CA 91324
GMSL1260 2121-2131 South Industrial Road Las Vegas NV 89102
GMSL1270 471 Prospect Street East Orange NJ 07017
GMSL2120 475 W. Stetson Ave Hemet CA 92543
GMSL1330 2624 SE 182nd Avenue Gresham OR 97230
GMSL2130 546 Vanguard Way Brea CA 92821
GMSL2140 8703-8715 Beechnut Street Houston TX 77036
SLP22681 1803 West Gramercy San Antonio TX 78201
GMSL1280 404-412 Notre Dame Ave. Manchester NH 03102
SLP24033 924 NE 17th Terrace Ft. Lauderdale FL 33304
GMSL1290 217 Muse Street Newton KS 67114
SLP22362 1259 East Ridgecrest Boulevard Ridgecrest CA 93555
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER CUT-OFF DATE ORIGINAL BALANCE MORT-
BALANCE GAGE
RATE
-----------------------------------------------------------------------
<S> <C> <C> <C>
GMSL1190 1,082,470.75 1,094,000.00 7.750%
GMSL1170 1,068,761.10 1,100,000.00 8.000%
GMSL1200 999,938.16 1,015,000.00 8.030%
SLP21920 995,609.84 1,027,000.00 8.625%
SLP20822 995,186.67 1,000,000.00 8.875%
GMSL2040 989,751.96 1,000,000.00 8.250%
GMSL3040 979,133.44 1,000,000.00 8.875%
SLP22704 960,874.52 965,000.00 8.260%
GMSL1340 952,900.75 960,000.00 8.375%
GMSL1390 939,381.20 945,000.00 8.875%
GMSL2050 890,126.41 900,000.00 8.250%
SLP22239 879,061.35 885,000.00 9.375%
SLP21331 877,898.53 882,500.00 8.375%
GMSL2060 836,266.18 850,000.00 8.625%
GMSL1320 805,651.33 812,000.00 8.875%
SLP23012 797,127.72 800,000.00 8.875%
GMSL2070 787,123.06 800,000.00 8.375%
GMSL2070A
GMSL2070B
SLP21691 773,970.40 780,000.00 9.125%
SLP22527 756,932.13 760,000.00 9.250%
GMSL1220 753,022.67 770,000.00 7.250%
SLP25096 748,251.82 750,000.00 8.900%
GMSL1230 741,137.06 750,000.00 7.750%
SLP23017 739,942.14 742,500.00 8.820%
SLP24396 725,157.00 730,000.00 8.750%
GMSL1250 638,130.36 650,000.00 8.125%
GMSL1240 627,514.38 650,000.00 7.500%
SLP24391 594,538.78 600,000.00 8.438%
GMSL2080 586,644.61 592,000.00 8.375%
GMSL2090 561,038.23 570,000.00 8.500%
GMSL2110 538,687.46 547,500.00 8.375%
GMSL2100 538,306.29 550,000.00 7.750%
GMSL1260 516,620.50 525,000.00 8.625%
GMSL1270 515,209.45 525,000.00 7.625%
GMSL2120 491,952.03 500,000.00 8.375%
GMSL1330 472,008.93 475,000.00 9.125%
GMSL2130 470,577.63 475,000.00 8.875%
GMSL2140 450,509.51 459,000.00 8.250%
SLP22681 437,587.79 440,000.00 9.125%
GMSL1280 363,632.31 370,000.00 8.500%
SLP24033 348,696.54 350,000.00 8.750%
GMSL1290 317,444.64 322,875.00 8.625%
SLP22362 292,148.47 300,000.00 9.750%
</TABLE>
4
<PAGE> 252
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL MORTGAGE LOAN / PROPERTY NAME
NUMBER LOAN SELLER
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
PROPERTY ADDRESS CITY STATE ZIP CODE
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
CUT-OFF DATE ORIGINAL BALANCE MORT-
BALANCE GAGE
RATE
------------------------------------------------------------
<S> <C> <C>
</TABLE>
@ Loan was funded in two stages. First funding was on 7/29/98 for $18,600,000;
second funding was for $10,400,000 on 4/13/99
# Note Date shown is loan modification date. Original Note Date and Original
Balance were 7/23/98 and $2,650,000, respectively.
& Note Date shown is loan modification date. Original Note Date and Original
Balance were 3/2/87 and $7,600,000, respectively.
5
<PAGE> 253
EXHIBIT B-1B
SCHEDULE OF GCFP MORTGAGE LOANS
[See Attached Schedule]
1
<PAGE> 254
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL MORTGAGE LOAN / PROPERTY NAME
NUMBER LOAN SELLER
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
03-0812021a 2 GCFP Jovanna Villas Apartments
03-0812021b 3 GCFP Los Cabos II Apartments
03-0810209 4 GCFP Sunrise Plaza Shopping Center
HHCC0062 5 GCFP Hasbrouck & Torview Apartments
9902010037 8 GCFP Holiday Inn Somerset
03-0812009 9 GCFP Southridge Shopping Center
9903010048 10 GCFP Stewart Plaza
03-0810176 11 GCFP The Carriage Building (Building 39)
9904010057 12 GCFP 1000 Adams Avenue
03-0812750 13 GCFP 101 West Avenue
03-0810693 14 GCFP Clearview Farms Apartments
03-0810134 15 GCFP The TJ Building
03-0812008 16 GCFP International Precision Components Corp. Building
9908010077 17 GCFP 480 Sprague Street
03-0812751 18 GCFP 990 Spring Garden Street
03-0810647 20 GCFP 655 Merrick Avenue
9906020003 21 GCFP Nicholson Plaza
03-0810192 22 GCFP Ventura Village Shopping Center
03-0810146 24 GCFP Courtyard Center
9904010055 25 GCFP Raymour & Flanigan Plaza A
03-0810207 26 GCFP 4707 East Baseline Road
9911010023 27 GCFP Holiday Inn Arena
03-0810195 28 GCFP Kentbrook Apartments
9901010030 29 GCFP Ramada Plaza Hotel and Office Building
20001020008 30 GCFP Quail Park I
9902010043 31 GCFP 139 Main Street
9911010016 32 GCFP Holiday Inn University
03-0812500 33 GCFP PRG - Scenic Technologies
9910010080 34 GCFP Raymour & Flanigan Plaza B
9912020007 35 GCFP West County Professional and Medical Center
03-0810070 37 GCFP 15250 Avenue of Science
03-0810074 38 GCFP The Barnyard Retail Center
03-0810184 39 GCFP 711 Madison Avenue
03-0810202 41 GCFP 4001 Fairview Industrial Drive Southeast
03-0810175 42 GCFP The Parris Building (Building 34)
03-0812501 45 GCFP Days Inn Singer Island
03-0810097 46 GCFP The Sports Authority
03-0810119 47 GCFP Grand Union Supermarket
9911020006 48 GCFP Parklawn Center
03-0810154 49 GCFP Two World's Fair Drive
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
03-0812021a 2720 West Serene Avenue Las Vegas NV 89123
03-0812021b 4701 Lawerence Street North Las Vegas NV 89031
03-0810209 620-696 Blossom Hill Road San Jose CA 95123
HHCC0062 16A Kensington Circle Garnerville NY 10923
9902010037 195 Davidson Avenue Somerset NJ 08873
03-0812009 1300-1450 Mendota Road Inver Grove Heights MN 55077
9903010048 370-494 North Mountain Avenue Upland CA 91786
03-0810176 39 First Avenue Charlestown MA 02129
9904010057 1000 Adams Avenue Lower Providence Township PA 19403
03-0812750 101 West Avenue Jenkintown PA 19046
03-0810693 306 Robert Quigley Drive Scottsville NY 14546
03-0810134 930 Flushing Avenue Brooklyn NY 11206
03-0812008 28468 & 28251 North Ballard Road Lake Forest IL 60045
9908010077 480 Sprague Street Dedham MA 02026
03-0812751 990 Spring Garden Street Philadelphia PA 19123
03-0810647 655 Merrick Avenue Westbury NY 11590
9906020003 5000-5060 Nicholson Lane Rockville MD 20852
03-0810192 21347 Ventura Boulevard Woodland Hills CA 91364
03-0810146 2404-2410 San Ramon Valley Boulevard San Ramon CA 94583
9904010055 625-665 Boston Road Springfield MA 01119
03-0810207 4707 East Baseline Road Phoenix AZ 85040
9911010023 2-8 Hawley Street Binghamton NY 13901
03-0810195 9803 South 248th Street Kent WA 98031
9901010030 One Ramada Plaza New Rochelle NY 10801
2000102000 8801 South Rancho Drive Las Vegas NV 89106
9902010043 139 Main Street Cambridge MA 02142
9911010016 4105 Vestal Parkway East Vestal NY 13850
03-0812500 6050 South Valley View Boulevard Las Vegas NV 89118
9910010080 490 New Park Avenue West Hartford CT 06110
9912020007 14120-14180 Beach Boulevard Westminster CA 92683
03-0810070 15250 Avenue of Science San Diego CA 92128
03-0810074 Highway One at Carmel Valley Road Carmel Valley CA 93923
03-0810184 25 East 63rd Street New York NY 10021
03-0810202 4001 Fairview Industrial Drive Southeast Salem OR 97302
03-0810175 One First Avenue Charlestown MA 02129
03-0812501 2700 North Ocean Avenue Singer Island FL 33404
03-0810097 51-30 Northern Boulevard Long Island City NY 11377
03-0810119 Southwest Corner of Route 7A and Equinox Terrace Manchester VT 05201
9911020006 11910 Parklawn Drive Rockville MD 20852
03-0810154 Two World's Fair Drive Franklin NJ 08873
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER CUT-OFF DATE ORIGINAL MORT-
BALANCE BALANCE GAGE
RATE
-----------------------------------------------------------------------------
<S> <C> <C> <C>
03-0812021a 13,712,398.54 13,750,000.00 8.300%
03-0812021b 9,972,653.53 10,000,000.00 8.300%
03-0810209 14,887,462.50 14,930,000.00 8.140%
HHCC0062 14,641,646.86 14,700,000.00 8.140%
9902010037 12,899,823.81 13,000,000.00 9.140%
03-0812009 11,417,665.34 11,442,000.00 8.670%
9903010048 11,180,811.13 11,261,000.00 7.920%
03-0810176 10,957,229.98 11,000,000.00 8.220%
9904010057 10,862,493.05 10,920,000.00 8.020%
03-0812750 10,334,868.59 10,400,000.00 7.685%
03-0810693 9,745,437.85 9,773,000.00 8.180%
03-0810134 8,133,454.02 8,200,000.00 8.430%
03-0812008 8,028,928.29 8,048,000.00 8.840%
9908010077 7,973,179.25 8,000,000.00 8.070%
03-0812751 7,957,951.34 7,980,000.00 8.260%
03-0810647 6,959,929.00 7,000,000.00 8.030%
9906020003 6,834,741.86 6,900,000.00 8.560%
03-0810192 6,674,166.58 6,690,000.00 8.220%
03-0810146 6,557,619.61 6,600,000.00 7.900%
9904010055 6,472,287.81 6,500,000.00 8.270%
03-0810207 6,269,162.87 6,286,000.00 8.380%
9911010023 6,221,465.02 6,300,000.00 8.060%
03-0810195 6,079,439.34 6,100,000.00 8.050%
9901010030 5,922,694.68 6,000,000.00 7.890%
2000102000 5,888,509.06 5,900,000.00 9.030%
9902010043 5,657,038.58 5,700,000.00 7.700%
9911010016 5,431,437.71 5,500,000.00 8.060%
03-0812500 5,420,526.03 5,475,000.00 8.310%
9910010080 5,385,573.66 5,400,000.00 8.390%
9912020007 5,286,459.35 5,300,000.00 8.560%
03-0810070 5,259,510.24 5,350,000.00 6.870%
03-0810074 5,168,611.92 5,250,000.00 7.000%
03-0810184 5,151,514.54 5,200,000.00 8.200%
03-0810202 4,836,599.49 4,850,000.00 8.260%
03-0810175 4,768,465.71 4,795,000.00 7.825%
03-0812501 4,462,078.10 4,500,000.00 9.110%
03-0810097 4,460,072.55 4,500,000.00 7.920%
03-0810119 4,424,160.29 4,468,462.62 8.120%
9911020006 4,112,970.74 4,125,000.00 8.575%
03-0810154 4,090,384.44 4,115,000.00 8.160%
</TABLE>
2
<PAGE> 255
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL MORTGAGE LOAN / PROPERTY NAME
NUMBER LOAN SELLER
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
03-0812011 50 GCFP Arden Woods Office Building
03-0810650 51 GCFP 350 Centerpointe
9912010031 52 GCFP Erie Canal Commons
9908010074 53 GCFP Executive Center Northridge
03-0810663 55 GCFP Suncreek Corporate Center
03-0810049 56 GCFP Airport Business Plaza
03-0812014 58 GCFP Groesbeck Industrial Park
03-0810166 59 GCFP A Safe Self Storage
9904010051 60 GCFP Audobon One
03-0812503 61 GCFP Quail Valley Apartments
03-0810100 63 GCFP Tangerine Hill Apartments
03-0812502 64 GCFP Modesto Imaging Center
03-0812020a 65 GCFP Beechnut Grove Apartments
03-0812020b 66 GCFP Woodvine Apartments
9911010024 67 GCFP Holiday Inn Kennedy Space Center
03-0812001 68 GCFP Chateau Resort & Conf.
03-0810199 69 GCFP West Pointe Apartments
03-0812013 70 GCFP Auburn Hills Industrial Center
03-0810160 73 GCFP Barcelona Apartments
03-0810180 75 GCFP BankBoston Building
03-0810673 77 GCFP 43 West 47th Street
03-0810041 79 GCFP 3832-3844 Sepulveda Boulevard
03-0810116 82 GCFP Fairfield Inn Houma
9904010050 88 GCFP Westgate Office Center
9904010053 89 GCFP Commonwealth Park
03-0810181 91 GCFP Centerpointe 24-Hour Fitness
9911020005 92 GCFP Keats Plaza
03-0810193 94 GCFP Glenmoor Green I Apartments
03-0810194 97 GCFP Glenmoor Green II Apartments
03-0810147 98 GCFP Flagship Wharf Commercial Condominium
9904010065 99 GCFP South Park Center
03-0810142 100 GCFP 1952 West El Camino
03-0810171 102 GCFP Rockland Multi-family Residences
03-0810664 103 GCFP Realty Expert Building
03-0810674 104 GCFP 75 Bermar Park, Nickel Office Building & Tonida Office
Building
03-0812002 107 GCFP Kmart South Bend
03-0810145 108 GCFP Wolfie's Plaza
03-0810670 109 GCFP 200-220 West 1st Street
9905010062 110 GCFP The Loring Building
03-0810178 111 GCFP Park Paloma Apartments
03-0810079 112 GCFP Mitchell Building
03-0812006 113 GCFP Kennedy I Office Building
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
03-0812011 4105 Lexington Avenue North Arden Hills MN 55126
03-0810650 350 Essjay Road Williamsville NY 14221
9912010031 2500-2570 Ridgeway Avenue Rochester NY 14626
9908010074 19145-19215 Parthenia Street Northridge CA 91324
03-0810663 7777 Greenback Lane Citrus Heights CA 95610
03-0810049 6401, 6431, 6451 South Country Club Road; 3191 East Tucson AZ 85706
Valencia Road
03-0812014 145-195 Malow Street Mount Clemens MI 48143
03-0810166 160 Johnson Avenue Hackensack NJ 07601
9904010051 1890 Preston White Drive Reston VA 20190
03-0812503 5300 Baseline Road Little Rock AR 72209
03-0810100 360 Bethel Avenue Sanger CA 93657
03-0812502 157 East Coolidge Avenue Modesto CA 95351
03-0812020a 7511 Beechnut Houston TX 77074
03-0812020b 7550 Longpoint Road Houston TX 77055
9911010024 4951 South Washington Avenue Titusville FL 32780
03-0812001 300 Camelback Road Tannersville PA 18372
03-0810199 2184 West 3100 South West Valley City UT 84119
03-0812013 68-70 Squirrel Road Auburn Hills MI 48326
03-0810160 5625 Manzanita Avenue Carmichael CA 95608
03-0810180 10 North Main Street Fall River MA 02724
03-0810673 43 West 47th Street New York NY 10036
03-0810041 3832-3844 Sepulveda Boulevard Torrance CA 90505
03-0810116 1530 Martin Luther King Boulevard Houma LA 70360
9904010050 700 West Johnson Avenue Cheshire CT 06410
9904010053 300 Dominion Drive Morrisville NC 27560
03-0810181 336 North Sunrise Boulevard Roseville CA 95661
9911020005 12115 Parklawn Drive Rockville MD 20852
03-0810193 4602 Tieton Drive Yakima WA 98908
03-0810194 701 South 48th Avenue Yakima WA 98908
03-0810147 197 Eighth Street Charlestown MA 02129
9904010065 4700 Riverside Drive Palm Beach Gardens FL 33410
03-0810142 1952 El Camino Real Mountain View CA 94040
03-0810171 Hingham Street & Cobb Drive; Manzella Court; Pierce Rockland MA 02370
Road
03-0810664 41051 Mission Boulevard Fremont CA 94539
03-0810674 75 Bermar Park, 3515 & 3535 Buffalo Road Gates NY 14624
03-0812002 4850 Western Avenue South Bend IN 46619
03-0810145 100 South Military Trail Deerfield Beach FL 33442
03-0810670 200-220 West 1st Street Santa Ana CA 92701
9905010062 3685 Main Street Riverside CA 92501
03-0810178 2930 North 46th Street Phoenix AZ 85018
03-0810079 387-391 Main Mall Poughkeepsie NY 12601
03-0812006 804 North Milwaukee Street Milwaukee WI 53202
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER CUT-OFF DATE ORIGINAL MORT-
BALANCE BALANCE GAGE
RATE
------------------------------------------------------------------------------
<S> <C> <C> <C>
03-0812011 4,089,469.58 4,100,000.00 8.540%
03-0810650 4,013,407.35 4,050,000.00 8.360%
9912010031 3,968,362.42 4,000,000.00 7.780%
9908010074 3,911,014.79 3,925,000.00 8.550%
03-0810663 3,837,367.70 3,850,000.00 8.150%
03-0810049 3,705,428.48 3,800,000.00 7.180%
03-0812014 3,687,015.36 3,700,000.00 8.766%
03-0810166 3,538,409.59 3,560,000.00 8.620%
9904010051 3,501,443.38 3,525,000.00 7.750%
03-0812503 3,488,139.63 3,500,000.00 8.030%
03-0810100 3,345,711.83 3,375,000.00 7.420%
03-0812502 3,339,332.56 3,350,000.00 8.260%
03-0812020a 2,208,119.47 2,215,000.00 8.350%
03-0812020b 1,081,629.66 1,085,000.00 8.350%
9911010024 3,258,862.60 3,300,000.00 8.060%
03-0812001 3,227,894.73 3,250,000.00 9.310%
03-0810199 3,215,949.33 3,229,000.00 8.070%
03-0812013 3,213,470.27 3,220,000.00 8.866%
03-0810160 3,151,810.47 3,170,000.00 7.680%
03-0810180 3,038,355.72 3,050,000.00 8.290%
03-0810673 2,978,382.70 3,000,000.00 8.340%
03-0810041 2,946,157.15 3,000,000.00 7.090%
03-0810116 2,878,288.00 2,910,000.00 8.730%
9904010050 2,725,901.42 2,740,000.00 8.110%
9904010053 2,710,733.50 2,722,500.00 8.220%
03-0810181 2,639,607.64 2,650,000.00 8.570%
9911020005 2,617,345.03 2,625,000.00 8.575%
03-0810193 2,541,542.28 2,550,000.00 8.110%
03-0810194 2,466,813.16 2,475,000.00 8.120%
03-0810147 2,370,296.60 2,400,000.00 7.710%
9904010065 2,364,397.65 2,376,000.00 8.310%
03-0810142 2,357,761.67 2,370,000.00 8.410%
03-0810171 2,312,850.05 2,325,000.00 8.050%
03-0810664 2,291,068.77 2,300,000.00 8.225%
03-0810674 2,283,786.06 2,300,000.00 8.450%
03-0812002 2,240,142.88 2,250,000.00 8.170%
03-0810145 2,228,325.68 2,250,000.00 8.470%
03-0810670 2,216,999.71 2,225,000.00 8.870%
9905010062 2,180,904.70 2,200,000.00 8.080%
03-0810178 2,139,610.92 2,150,000.00 7.800%
03-0810079 2,123,146.03 2,150,000.00 8.050%
03-0812006 2,105,829.14 2,110,000.00 8.970%
</TABLE>
3
<PAGE> 256
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL MORTGAGE LOAN / PROPERTY NAME
NUMBER LOAN SELLER
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
03-0810152 115 GCFP 16300 Addison Road Office Building
03-0810117 116 GCFP Fairfield Inn Jackson
03-0810622 119 GCFP Nome Plaza Shopping Center
9901010034 120 GCFP River Park Shopping Center
03-0810115 122 GCFP Fairfield Inn Hattiesburg
03-0810118 123 GCFP Fairfield Inn Lake Charles-Sulphur
03-0810603 126 GCFP 475-499 Hillside Avenue
03-0810179 128 GCFP The Fleet Building
9905020002 129 GCFP Commack Tower Plaza
9906010066 130 GCFP Shoppes of Northshore
03-0810639 133 GCFP Amelia Court Apartments
03-0810653 135 GCFP Silverbrook Apartments
9901010033 137 GCFP Westchester and New Haven Apartments
03-0810182 141 GCFP Horizons Apartments
03-0810005 142 GCFP Regency Square Apartments
03-0810186 147 GCFP Westwood Apartments
03-0812600 149 GCFP Pine Tree Square
03-0810634 150 GCFP Thistlewood Apartments
03-0810643 151 GCFP Lesbo/Bullion Mobile Home Park
03-0810625 158 GCFP 14 Mamaroneck Avenue
03-0810607 161 GCFP Ambassador Apartments
03-0810696 163 GCFP Oquendo Office Warehouse
03-0810685 164 GCFP Palm Harbor Mobile Home Park
03-0810580 178 GCFP 8020 Northwest 60th Street
03-0810000 180 GCFP Regency Palms Apartments
03-0810563 181 GCFP Four Flags Motors, Inc.
03-0810652 182 GCFP Alexandria Gardens Apartments
03-0810655 183 GCFP 47-49 Main Street
03-0810621 191 GCFP 7-Eleven
03-0810680 194 GCFP Palazzolo Plaza
03-0810687 196 GCFP Lanewood Apartments
03-0810678 197 GCFP Chris-Town Mobile Home Park
03-0810646 204 GCFP Spring Oaks Mobile Home & Recreational Vehicle Park
03-0810573 207 GCFP The Nog Retail Center
03-0810630 208 GCFP London Square Apartments
03-0810638 210 GCFP Walnut Hills Apartments
03-0810629 215 GCFP Rena's Village Plaza
03-0810624 222 GCFP Country Square Mobile Home Park
03-0810562 223 GCFP 1513-1517 Taylor Avenue
03-0810658 224 GCFP Westside Warehouse
Capitol View Apartments, Charles Apartments & Randolph
03-0810626 228 GCFP Apartments
03-0810686 231 GCFP 2077-2089 New York Avenue
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
03-0810152 16300 Addison Road Addison TX 75248
03-0810117 5723 I-55 North Jackson MS 39213
03-0810622 436-464 Nome Avenue Staten Island NY 10314
9901010034 3312 Peachtree Industrial Boulevard Duluth GA 30096
03-0810115 173 Thornhill Drive Hattiesburg MS 39402
03-0810118 2615 Ruth Street Sulphur LA 70664
03-0810603 475-499 Hillside Avenue Hillside NJ 07205
03-0810179 25 John A. Cummings Way Woonsocket RI 02895
9905020002 6300 Jericho Turnpike Commack NY 11725
9906010066 363 Atlantic Boulevard Atlantic Beach FL 32233
03-0810639 1381 Ohio Pike (S.R. 125) Pierce Township OH 45102
03-0810653 1245 Columbine Street Denver CO 80206
9901010033 4021 & 4217 Hessmer Avenue Metairie LA 70002
03-0810182 1510 North 48th Street Phoenix AZ 85008
03-0810005 1401 Cartier Drive Tampa FL 33612
03-0810186 6810 West Preece Lane Boise ID 88704
03-0812600 379 Main Street Waterville ME 04901
03-0810634 1637 Alameda Drive Xenia OH 45385
03-0810643 611 Bullion Road Elko NV 89801
03-0810625 14 Mamaroneck Avenue White Plains NY 10601
03-0810607 3094 Brighton 5th Street Brooklyn NY 11233
03-0810696 3720 West Oquendo Road Las Vegas NV 89118
03-0810685 7175 South U.S. 1 Titusville FL 32780
03-0810580 8020 Northwest 60th Street Miami FL 33166
03-0810000 4113 East Linebaugh Avenue Tampa FL 33617
03-0810563 2901 South Highway 159 Glen Carbon IL 62034
03-0810652 130 South Alexandria Avenue Los Angeles CA 90004
03-0810655 47-49 Main Street Freeport ME 04032
03-0810621 9190 West Cheyenne Avenue Las Vegas NV 89129
03-0810680 800 Central Park Avenue Scarsdale NY 10583
03-0810687 7075 Lanewood Avenue Los Angeles CA 90028
03-0810678 1919 West Colter Street Phoenix AZ 85015
03-0810646 22014 Spring Oaks Drive Spring TX 77389
03-0810573 2801 Nogalitos Street San Antonio TX 78225
03-0810630 403 Rockdale Avenue Boardman OH 44512
03-0810638 102 Walnut Hills Drive Chillicothe OH 45601
03-0810629 7325-7371 Lake Underhill Drive Orlando FL 32822
03-0810624 NC Highway 16/18 Wilkesboro NC 28697
03-0810562 1513-1517 Taylor Avenue Bronx NY 10460
03-0810658 5201 Interstate Avenue Shreveport LA 71109
44-46 Capitol Avenue; 490 Burritt Street; 195
03-0810626 Overlook Avenue New Britain CT 06052
03-0810686 2077-2089 New York Avenue Huntington Station NY 11746
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER CUT-OFF DATE ORIGINAL MORT-
BALANCE BALANCE GAGE
RATE
-------------------------------------------------------------------------------
<S> <C> <C> <C>
03-0810152 2,082,048.10 2,100,000.00 8.160%
03-0810117 2,067,224.04 2,090,000.00 8.730%
03-0810622 2,026,300.14 2,050,000.00 8.440%
9901010034 2,025,941.76 2,050,000.00 7.990%
03-0810115 1,997,986.88 2,020,000.00 8.730%
03-0810118 1,983,150.37 2,005,000.00 8.730%
03-0810603 1,868,202.60 1,900,000.00 8.780%
03-0810179 1,842,937.09 1,850,000.00 8.290%
9905020002 1,839,805.53 1,860,000.00 8.390%
9906010066 1,829,638.83 1,847,000.00 8.590%
03-0810639 1,810,481.02 1,835,000.00 7.700%
03-0810653 1,766,204.21 1,780,000.00 7.590%
9901010033 1,722,373.19 1,740,000.00 8.220%
03-0810182 1,619,197.81 1,629,000.00 7.840%
03-0810005 1,578,624.24 1,635,000.00 8.060%
03-0810186 1,493,285.55 1,500,000.00 8.090%
03-0812600 1,455,343.12 1,461,000.00 9.190%
03-0810634 1,453,361.98 1,472,000.00 7.980%
03-0810643 1,443,674.70 1,460,000.00 8.240%
03-0810625 1,348,077.93 1,358,100.00 8.040%
03-0810607 1,339,668.48 1,370,000.00 7.250%
03-0810696 1,326,813.98 1,330,000.00 8.800%
03-0810685 1,313,821.90 1,324,000.00 8.010%
03-0810580 1,191,028.86 1,235,000.00 7.670%
03-0810000 1,179,962.75 1,220,000.00 8.140%
03-0810563 1,160,198.90 1,200,000.00 8.210%
03-0810652 1,135,768.32 1,144,000.00 7.880%
03-0810655 1,123,198.55 1,129,000.00 8.690%
03-0810621 1,024,554.52 1,041,000.00 8.890%
03-0810680 995,333.32 1,000,000.00 8.480%
03-0810687 994,285.82 1,000,000.00 8.920%
03-0810678 992,424.76 1,000,000.00 8.780%
03-0810646 889,599.06 900,000.00 8.070%
03-0810573 866,706.97 900,000.00 7.800%
03-0810630 854,047.69 865,000.00 7.980%
03-0810638 834,300.81 845,000.00 7.980%
03-0810629 765,693.60 775,000.00 8.250%
03-0810624 718,584.02 725,000.00 8.880%
03-0810562 704,282.87 720,000.00 7.920%
03-0810658 644,208.11 650,000.00 8.430%
03-0810626 592,119.45 600,000.00 7.790%
03-0810686 546,440.14 550,000.00 8.870%
</TABLE>
4
<PAGE> 257
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL MORTGAGE LOAN / PROPERTY NAME
NUMBER LOAN SELLER
----------------------------------------------------------------------------------
<S> <C> <C> <C>
03-0810632 234 GCFP Thornapple Apartments
03-0810677 235 GCFP 2800 Oakmont Drive
03-0810654 238 GCFP Barclay Arms Apartments
03-0810636 240 GCFP Elmgrove Apartments
03-0810689 243 GCFP 135-145 Orange Street Apartments
03-0810688 245 GCFP Seoul Plaza
03-0810641 247 GCFP Riverview Apartments
03-0810617 248 GCFP 820 Linden Boulevard
03-0810583 249 GCFP Vail Valley Auto
03-0810635 250 GCFP Hawthorne Apartments II
03-0810616 251 GCFP 2096 Saint Georges Avenue
03-0810682 253 GCFP Nash Multi-family Apartments
03-0810640 255 GCFP Foxglove Apartments, Phase I
03-0810692 257 GCFP Chalmer Place
03-0810637 258 GCFP Ivy Court Apartments
03-0810642 259 GCFP Royce Apartments
03-0810633 261 GCFP Aster Court Apartments
03-0810691 262 GCFP Zora Lee Apartments
03-0810631 263 GCFP Foxglove II Apartments
03-0810628 264 GCFP Indiana Street Apartments
03-0810604 265 GCFP "A" Street Apartments
03-0810577 266 GCFP The Colonial Apartments
03-0810589 267 GCFP Taylene Court Apartments
03-0810690 268 GCFP Myrtle Street Apartments
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
03-0810632 4401 Thornway Drive Columbus OH 43231
03-0810677 2800 Oakmont Drive Round Rock TX 78664
03-0810654 5 Simmons Street Saugerties NY 12477
03-0810636 510 Elmgrove Terrace Middletown OH 45044
03-0810689 135-145 Orange Street & 640-644 Union Street Manchester NH 03103
03-0810688 11101 Pacific Highway Southwest Lakewood WA 98499
03-0810641 3160-3184 Riverview Circle Columbus OH 43202
03-0810617 820 Linden Boulevard Brooklyn NY 11203
03-0810583 41000 U.S. Highway 6 Avon CO 81620
03-0810635 10 McGibney Road Mount Vernon OH 43050
03-0810616 2096 Saint Georges Avenue Rahway NJ 07065
03-0810682 345-357 South Main Street Cheshire CT 06410
03-0810640 103-113 Palmer Lane Bryan OH 43506
03-0810692 10545-10573 Chalmer Place Spring Hill FL 34442
03-0810637 203 Ivy Court Eaton OH 45320
03-0810642 6813 Weedin Place Northeast Seattle WA 98115
03-0810633 26 Aster Court New London OH 44851
03-0810691 4831 Junius Street Dallas TX 75246
03-0810631 115-121 Palmer Lane Bryan OH 43506
03-0810628 1710 Indiana Street Houston TX 77006
03-0810604 2332-2336 "A" Street Forest Grove OR 97116
03-0810577 108-114 Mason Road New Ipswich NH 03071
03-0810589 809-829 Southeast 187th Avenue Gresham OR 97233
03-0810690 120-122 Myrtle Street & 539-541 Manchester NH 03103
Pine Street
</TABLE>
<TABLE>
<CAPTION>
LOAN NUMBER CUT-OFF DATE ORIGINAL MORT-
BALANCE BALANCE GAGE
RATE
-----------------------------------------------------------------------------
<S> <C> <C> <C>
03-0810632 537,111.98 544,000.00 7.980%
03-0810677 536,562.37 540,000.00 8.950%
03-0810654 512,551.71 520,000.00 8.940%
03-0810636 478,859.01 485,000.00 7.980%
03-0810689 457,704.49 460,000.00 8.700%
03-0810688 447,545.53 450,000.00 9.150%
03-0810641 410,846.03 415,000.00 8.280%
03-0810617 410,524.89 420,000.00 8.210%
03-0810583 392,098.34 400,000.00 8.150%
03-0810635 380,125.29 385,000.00 7.980%
03-0810616 369,676.83 375,000.00 8.170%
03-0810682 352,441.97 355,000.00 8.340%
03-0810640 335,695.05 340,000.00 7.980%
03-0810692 312,426.03 315,000.00 9.180%
03-0810637 302,125.59 306,000.00 7.980%
03-0810642 293,949.40 300,000.00 8.390%
03-0810633 286,328.06 290,000.00 7.980%
03-0810691 283,284.01 284,000.00 8.610%
03-0810631 256,707.94 260,000.00 7.980%
03-0810628 246,785.14 250,000.00 7.900%
03-0810604 241,620.61 246,000.00 7.960%
03-0810577 235,560.58 240,000.00 8.250%
03-0810589 229,780.70 235,000.00 8.060%
03-0810690 223,877.18 225,000.00 8.700%
</TABLE>
5
<PAGE> 258
EXHIBIT B-1C
SCHEDULE OF ORIGINAL MORTGAGE LOANS HELD BY LOAN REMICS
Heritage House Apartments
420 Group
The Chalet Apartments
Fox Title
Garden Apartments
Meadowlark Apartments
Willow Glen Plaza
Holiday Inn Express
Park Place apartments
The Town Center
Comfort Inn - Milledgeville
Lake Forest North Apartments
Frisco South Shopping Center
The Ville Apartments
Las Posados Shopping Center
904-912 21st Avenue
New Jersey Portfolio
Hillcrest Crossing
1
<PAGE> 259
EXHIBIT B-1D
SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL NUMBER MORTGAGE LOAN SELLER LOAN / PROPERTY NAME
<S> <C> <C> <C>
6603287 1 SBRC Putnam Building
9908010077 17 GCFP 480 Sprague Street
03-0810097 46 GCFP The Sports Authority
SLP25023 57 SBRC Otay Distribution Center
GMSL2020 62 SBRC Valley Sunset Center
03-0810180 75 GCFP BankBoston Building
GMSL1050 83 SBRC Brentwood Apartments
GMSL1140 84 SBRC Whitehall Apartments
GMSL1360A 90A SBRC 5004 Palisades
GMSL1360B 90B SBRC 727 & 727A 25th Street
GMSL1360D 90C SBRC Franklin's Tower Two
GMSL1360C 90D SBRC Franklin's Tower One
03-0810147 98 GCFP Flagship Wharf Commercial Condominium
GMSL1010 114 SBRC Holiday Inn Express
SLP22017 118 SBRC Carson Commerce Center
SLP24490 125 SBRC The Grove Shopping Center
SLP24415 127 SBRC Copeland Shopping Center
03-0810179 128 GCFP The Fleet Building
GMSL1020 131 SBRC Las Posadas Shopping Center
GMSL1030 132 SBRC The Ville Apartments
SLP23056 134 SBRC Long Street Townhouses
GMSL1040 136 SBRC Garden Apartments
SLP20991 138 SBRC Madison Midtown Shopping Center
SLP21067 139 SBRC Cleveland Corners Shopping Center
GMSL1060 140 SBRC Park Place Apartments
GMSL1400 144 SBRC Levittown Professional Building
GMSL1080 146 SBRC Carmel Towers
SLP22240 148 SBRC Crestridge Apartments
GMSL1090 152 SBRC The Town Center
GMSL3010 153 SBRC Bayridge Apartments
SLP22898 154 SBRC Ramada Inn - Elizabethtown
SLP20897 155 SBRC Oasis Surgery Center
GMSL3020 156 SBRC 715 South Oxford Court Apartments
GMSL1100 157 SBRC Barefoot Bay Medical Office Center
SLP22053 159 SBRC Presidio Plaza
GMSL1310 160 SBRC 904-912 21st Avenue
GMSL1110 162 SBRC Frisco South Shopping Center
SLP22955 167 SBRC North Dixie Commerce Center
GMSL1120 168 SBRC Meadowlark Apartments
SLP22517B 170A SBRC 6839-6841 Lennox Avenue
SLP22517A 170B SBRC 17732 Sherman Way
SLP22980 171 SBRC Pacific Winds Apartments
GMSL1380 173 SBRC Datura Station
SLP22416 174 SBRC Park View Cooperative
SLP21241 175 SBRC H & Z Office Building
SLP23854 176 SBRC Nassau Bay Villas Apartments
SLP23640 177 SBRC 2180 West First Street
SLP22238 179 SBRC Irving Place Apartments
GMSL3030 184 SBRC Madrid Apartments
SLP20328 186 SBRC Wal-Mart Shopping Center
GMSL1160 187 SBRC Stratford Apartments
GMSL1180 188 SBRC Willow Glen Plaza
GMSL1190 189 SBRC Edgewater Bay Apartments
GMSL1170 190 SBRC 420 Group
GMSL1200 192 SBRC Lake Forest North Apartments
SLP21920 193 SBRC CompuChem Industrial
SLP20822 195 SBRC A. E. Larson Building
GMSL2040 198 SBRC Corbus-Peppertree Lane Apartments
GMSL3040 199 SBRC Missouri Meadows Apartments
</TABLE>
1
<PAGE> 260
<TABLE>
<CAPTION>
LOAN NUMBER CONTROL NUMBER MORTGAGE LOAN SELLER LOAN / PROPERTY NAME
<S> <C> <C> <C>
SLP22704 200 SBRC Highlander Square Apartments
GMSL1340 201 SBRC Hillcrest Crossing
GMSL1390 202 SBRC Virginia Plaza
GMSL2050 203 SBRC Pedersen Building
SLP22239 205 SBRC Shadowood Apartments
SLP21331 206 SBRC Arroyo Shopping Center
GMSL2060 209 SBRC Petite Chateau Villa Mobile Home Park
GMSL1320 211 SBRC Palmer Highway Shopping Center
SLP23012 212 SBRC Somerset Apartments
GMSL2070A 213A SBRC Shady Acres Duplexes
GMSL2070B 213B SBRC Pine Shadows Estates
SLP21691 214 SBRC Vanowen Street Retail Center
SLP22527 216 SBRC Stanford Place Apartments
GMSL1220 217 SBRC Panola-Redan Crossing
SLP25096 218 SBRC Garnet Avenue Shopping Center
GMSL1230 219 SBRC The Chalet Apartments
SLP23017 220 SBRC Galt Ocean Plaza
SLP24396 221 SBRC Zion Street Apartments
GMSL1250 225 SBRC Heritage House Apartments
GMSL1240 226 SBRC Troy Building
SLP24391 227 SBRC Arlington Manor Mobile Home Park
GMSL2080 229 SBRC Beresford Retail
GMSL2090 230 SBRC 120 Standard Street
GMSL2110 232 SBRC Blair Place Duplexes
GMSL2100 233 SBRC 18714 Parthenia Street
GMSL1260 236 SBRC Fox Tile
GMSL1270 237 SBRC 471 Prospect Street
GMSL2120 239 SBRC Wishney
GMSL1330 241 SBRC Centennial Apartments
GMSL2130 242 SBRC Vanguard Industrial Building
GMSL2140 244 SBRC Brentwood Village Apartments
SLP22681 246 SBRC Glendale Apartments
GMSL1280 252 SBRC Notre Dame Apartments
SLP24033 254 SBRC Somers Apartments
GMSL1290 256 SBRC Muse Apartments
SLP22362 260 SBRC C. Martin Company
</TABLE>
2
<PAGE> 261
EXHIBIT B-1E
SCHEDULE OF EARNOUT MORTGAGE LOANS
<PAGE> 262
EXHIBIT B-2
SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
SERIES 2000-C1
LEGEND
M-MISSING Y-YES
O-ORIGINAL N-NO
C-COPY
NOTE REVIEW EXCEPTION REPORT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
ORIGINAL ENDORSED
PRINCIPAL ORIGINAL NOTE PER AGREEMENT
CONTROL NUMBER BALANCE Y/N Y/N
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
1 PUTNAM BUILDING $28,878,148.39 Y IB
------------------------------------------------------------------------------------------------------------------------------
2 JOVANNA VILLAS APTS 13,750,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
3 LOS CABOS II APTS 10,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
4 SUNRISE PLAZA S.C. 14,930,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
5 HASBROUCK &TORVIEW APTS 14,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
6 SPORTS ARENA VILLAGE 13,500,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
7 HOLIDAY INN SOMERSET 13,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
8 SOUTHRIDGE S.C. 11,442,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
9 STEWART PLAZA 11,261,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
10 THE CARRIAGE BUILDING 11,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
11 1000 ADAMS AVENUE 10,920,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
12 101 WEST AVENUE 10,400,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
13 CLEARVIEW FARMS APTS 9,773,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
14 THE TJ BUILDING 8,200,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
15 IPCC BUILDING 8,048,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
16 480 SPRAGUE STREET 8,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
17 990 SPRING GARDEN STREET 7,980,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
18 LOS ALTOS WOODS OFFICE BUILD. IB
------------------------------------------------------------------------------------------------------------------------------
19 655 MERRICK AVENUE 7,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
20 NICHOLSON PLAZA 6,900,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
21 VENTURA VILLAGE S.C. 6,690,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
22 BRIDGETOWN 1 OFFICE BLDG 6,650,000.00 Y IB
------------------------------------------------------------------------------------------------------------------------------
23 COURTYARD CENTER 6,600,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
24 RAYMOUR & FLANIGAN PLAZA A N
------------------------------------------------------------------------------------------------------------------------------
25 4707 EAST BASELINE ROAD 6,286,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
26 HOLIDAY INN ARENA 6,300,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
27 KENTBROOK APTS 6,100,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
28 RAMADA PLAZA HOTEL & OFFICE 6,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1
<PAGE> 263
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
SERIES 2000-C1
LEGEND
M-MISSING Y-YES
O-ORIGINAL N-NO
C-COPY
NOTE REVIEW EXCEPTION REPORT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
ORIGINAL ENDORSED
PRINCIPAL ORIGINAL NOTE PER AGREEMENT
CONTROL NUMBER BALANCE Y/N Y/N
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
29 QUAIL PARK I 5,900,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
30 139 MAIN STREET 5,700,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
31 HOLIDAY INN UNIVERSITY 5,500,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
32 PRG - SCENIC TECH. 5,475,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
33 RAYMOUR & FLANIGAN PLAZA B 5,400,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
34 WEST COUNTY PROFESSIONAL 5,300,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
35 HERNDON PLAZA RETAIL CTR. 5,492,990.56 Y N
------------------------------------------------------------------------------------------------------------------------------
36 15250 AVENUE OF SCIENCE 5,350,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
37 THE BARNYARD RETAIL CENTER 5,250,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
38 711 MADISON AVENUE 5,200,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
39 132 SOUTH RODEO DRIVE 5,000,000.00 Y IB
------------------------------------------------------------------------------------------------------------------------------
40 4001 FAIRVIEW INDUSTRIAL DRIVE 4,850,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
41 THE PARRIS BUILDING 4,795,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
42 CHERRY TREE S. C. 4,700,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
43 1916-1928 OLD MIDDLEFIELD ROAD IB
------------------------------------------------------------------------------------------------------------------------------
44 DAYS INN SINGER ISLAND 4,500,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
45 THE SPORTS AUTHORITY 4,500,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
46 GRAND UNION SUPERMARKET 4,468,462.62 Y N
------------------------------------------------------------------------------------------------------------------------------
47 PARKLAWN CENTER 4,125,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
48 TWO WORLD'S FAIR DRIVE 4,115,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
49 ARDEN WOODS OFFICE BUILDING 4,100,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
50 350 CENTERPOINTE 4,050,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
51 ERIE CANAL COMMONS 4,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
52 EXECUTIVE CENTER NORTHRIDGE 3,925,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
53 JESTER VILLAGE RETAIL CENTER 3,875,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
54 SUNCREEK CORPORATE CENTER 3,850,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
55 AIRPORT BUSINESS PLAZA 3,800,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
56 OTAY DISTRIBUTION CENTER 3,700,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
57 GROESBECK INDUSTRIAL PARK 3,700,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
58 A SAFE SELF STORAGE 3,560,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
59 AUDOBON ONE 3,525,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
60 QUAIL VALLEY APTS 3,500,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
61 VALLEY SUNSET CENTER 3,500,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
62 TANGERINE HILL APTS. 3,375,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
63 MODESTO IMAGING CENTER 3,350,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
64 BEECHNUT GROVE APTS. 2,215,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 264
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
SERIES 2000-C1
LEGEND
M-MISSING Y-YES
O-ORIGINAL N-NO
C-COPY
NOTE REVIEW EXCEPTION REPORT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
ORIGINAL ENDORSED
PRINCIPAL ORIGINAL NOTE PER AGREEMENT
CONTROL NUMBER BALANCE Y/N Y/N
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
65 WOODVINE APTS. 1,085,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
66 HOLIDAY INN KENNEDY SPACE 3,300,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
67 CHATEAU RESORT & CONF. 3,250,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
68 WEST POINTE APTS. 3,229,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
69 AUBURN HILLS INDUSTRIAL CENTER 3,220,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
70 PONDEROSA VILLAGE S.C. 3,200,000.00 Y IB
------------------------------------------------------------------------------------------------------------------------------
71 HEINZ APTS. 3,191,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
72 BARCELONA APTS. 3,170,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
73 HIGHBURY COURT APTS 3,125,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
74 BANKBOSTON BUILDING 3,050,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
75 43 WEST 47TH STREET 3,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
76 58-38 PAGE PLACE 3,000,000.00 Y IB
------------------------------------------------------------------------------------------------------------------------------
77 3832-3844 SEPULVEDA BLVD. 3,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
78 SWEETWATER PLAZA EAST 3,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
79 DUANE READE MASPETH 2,900,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
80 FAIRFIELD INN HOUMA 2,910,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
81 BRENTWOOD APTS. 1,710,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
82 WHITEHALL APTS. 1,140,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
83 WIND RIVER PARK PLAZA 1,425,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
84 NEWPORT VICTORIA PLAZA 1,380,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
85 HAVERTY FURNITURE STORE 2,750,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
86 WESTGATE OFFICE CENTER 2,740,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
87 COMMONWEALTH PARK 2,722,500.00 Y N
------------------------------------------------------------------------------------------------------------------------------
88 NEW JERSEY PORTFOLIO 2,704,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
89 CENTERPOINT 24-HOUR FITNESS N
------------------------------------------------------------------------------------------------------------------------------
90 KEATS PLAZA 2,625,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
91 SOUTH POINTE TOWNHOMES 2,565,030.12 Y N
------------------------------------------------------------------------------------------------------------------------------
92 GLENMORE GREEN I APTS. 2,550,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
93 ALAMEDA S. C. 2,525,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
94 41 NORTH DIVISION STREET 2,500,000.00 Y IB
------------------------------------------------------------------------------------------------------------------------------
95 GLENMOOR GREEN II APTS. 2,475,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
96 FLAGSHIP WHARF COMM'L. CONDO. N
------------------------------------------------------------------------------------------------------------------------------
97 SOUTH PARK CENTER 2,376,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
98 1952 WEST EL CAMINO 2,370,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
99 OFFICE MAX TRAVERSE 2,500,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
100 ROCKLAND MULTI-FAMILY RES. 2,325,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 265
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
SERIES 2000-C1
LEGEND
M-MISSING Y-YES
O-ORIGINAL N-NO
C-COPY
NOTE REVIEW EXCEPTION REPORT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
ORIGINAL ENDORSED
PRINCIPAL ORIGINAL NOTE PER AGREEMENT
CONTROL NUMBER BALANCE Y/N Y/N
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
101 REALTY EXPERT BUILDING 2,300,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
102 75 BERMAR PK., NICKEL OFFICE 2,300,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
103 OFFICE MAX MANKATO 2,400,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
104 OFFICE MAX MARTINSBURG 2,360,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
105 KMART SOUTH BEND 2,250,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
106 WOLFIE'S PLAZA 2,225,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
107 200-220 WEST 1ST STREET 2,225,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
108 THE LORING BUILDING 2,200,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
109 PARK PALOMA APTS. 2,150,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
110 MITCHELL BUILDING 2,150,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
111 KENNEDY I OFFICE BUILDING 2,110,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
112 HOLIDAY INN EXPRESS 2,150,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
113 16300 ADDISON RD. OFFICE BLDG. N
------------------------------------------------------------------------------------------------------------------------------
114 FAIRFIELD INN JACKSON 2,090,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
115 AMBERWOOD MOBILE HOME PARK N
------------------------------------------------------------------------------------------------------------------------------
116 CARSON COMMERCE CENTER 2,062,500.00 Y N
------------------------------------------------------------------------------------------------------------------------------
117 NOME PLAZA S. C. 2,050,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
118 RIVER PARK S.C. 2,050,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
119 FOUNTAIN PLAZA 2,050,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
120 FAIRFIELD INN HATTIESBRG 2,020,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
121 FAIRFIELD INN LAKE CHARLES 2,005,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
122 HAMPTON INN AT BLYTHE 2,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
123 THE GROVE S.C. 1,875,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
124 475-499 HILLSIDE AVENUE 1,900,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
125 COPELAND S.C. 1,880,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
126 THE FLEET BUILDING 1,850,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
127 COMMACK TOWER PLAZA 1,860,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
128 SHOPPES OF NORTHSHORE 1,847,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
129 LAS POSADAS S.C. 1,830,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
130 THE VILLE APTS. 1,840,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
131 AMELIA COURT APTS. 1,835,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
132 LONG STREET TOWNHOUSES 1,800,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
133 SILVERBROOK APTS. 1,780,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
134 GARDEN APTS. 1,762,500.00 Y N
------------------------------------------------------------------------------------------------------------------------------
135 WESTCHESTER AND NEW HAVEN 1,740,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
136 MADISON MIDTOWN S.C. 1,165,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 266
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
SERIES 2000-C1
LEGEND
M-MISSING Y-YES
O-ORIGINAL N-NO
C-COPY
NOTE REVIEW EXCEPTION REPORT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
ORIGINAL ENDORSED
PRINCIPAL ORIGINAL NOTE PER AGREEMENT
CONTROL NUMBER BALANCE Y/N Y/N
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
137 CLEVELAND CORNERS S.C. 485,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
138 PARK PLACE APTS. 1,650,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
139 HORIZONS APTS. 1,629,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
140 REGENCY SQUARE APTS. 1,635,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
141 FEDERAL EXPRESS 1,600,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
142 LEVITTOWN PROFESSIONAL BLDG. 1,560,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
143 3311 RICHMOND OFFICE BLDG. 1,550,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
144 CAMEL TOWERS 1,550,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
145 WESTWOOD APTS 1,500,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
146 CRESTRIDGE APTS. 1,480,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
147 PINE TREE SQUARE 1,461,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
148 THISTLEWOOD APTS 1,472,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
149 LESBO/BULLION MOBILE HOME PK N
------------------------------------------------------------------------------------------------------------------------------
150 THE TOWN CENTER 1,455,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
151 BAYRIDGE APTS. 1,492,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
152 RAMADA INN - ELIZABETHTOWN 1,450,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
153 OASIS SURGERY CENTER 1,400,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
154 715 SOUTH OXFORD COURT APTS. 1,408,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
155 BAREFOOT BAY MEDICAL OFFICE CTR N
------------------------------------------------------------------------------------------------------------------------------
156 14 MAMARONECK AVENUE 1,358,100.00 Y N
------------------------------------------------------------------------------------------------------------------------------
157 PRESIDO PLAZA 1,350,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
158 904-912 21ST AVENUE 1,360,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
159 AMBASSADOR APTS 1,370,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
160 FRISCO SOUTH S.C. 1,345,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
161 OQUENDO OFFICE WAREHOUSE 1,330,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
162 PALM HARBOR MOBILE HOME PARK N
------------------------------------------------------------------------------------------------------------------------------
163 MILAN APTS. 1,300,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
164 PALM PACIFIC PLAZA S.C. 1,300,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
165 NORTH DIXIE COMMERCE CENTER N
------------------------------------------------------------------------------------------------------------------------------
166 MEADOWLARK APTS. 1,300,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
167 OLD JUDGE BUILDING 1,300,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
168 SHERMAN/LENNOX PORTFOLIO 1,275,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
169 PACIFIC WINDS APTS. 1,260,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
170 ISLE OF CAPRI APTS. 1,250,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
171 DATURA STATION 1,225,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
172 PARK VIEW COOPERATIVE 1,230,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 267
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
SERIES 2000-C1
LEGEND
M-MISSING Y-YES
O-ORIGINAL N-NO
C-COPY
NOTE REVIEW EXCEPTION REPORT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
ORIGINAL ENDORSED
PRINCIPAL ORIGINAL NOTE PER AGREEMENT
CONTROL NUMBER BALANCE Y/N Y/N
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
173 H & Z OFFICE BUILDING 1,200,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
174 NASSAU BAY VILLAS APTS. 1,200,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
175 2180 WEST FIRST STREET 1,195,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
176 8020 NORTHWEST 60TH STREET 1,235,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
177 IRVING PLACE APTS. 1,193,600.00 Y N
------------------------------------------------------------------------------------------------------------------------------
178 REGENCY PALMS APTS. 1,220,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
179 FOUR FLAGS MOTORS, INC. 1,200,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
180 ALEXANDRIA GARDENS APTS. 1,144,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
181 47-49 MAIN STREET 1,129,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
182 MADRID APTS. 1,140,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
183 COMFORT INN-MILLEDGEVILLE 1,150,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
184 WAL-MART S.C. 1,100,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
185 STRATFORD APTS. 1,100,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
186 WILLOW GLEN PLAZA 1,100,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
187 EDGEWATER BAY APTS. 1,094,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
188 420 GROUP 1,100,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
189 7-ELEVEN 1,041,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
190 LAKE FOREST NORTH APTS. 1,015,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
191 COMPUCHEM INDUSTRIAL 1,027,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
192 PALAZZOLO PLAZA 1,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
193 A.E. LARSON BUILDING 1,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
194 LANEWOOD APTS. 1,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
195 CHRIS-TOWN MOBILE HOME PARK N
------------------------------------------------------------------------------------------------------------------------------
196 CORBUS-PEPPERTREE LANE APTS. N
------------------------------------------------------------------------------------------------------------------------------
197 MISSOURI MEADOWS APTS 1,000,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
198 HIGHLANDER SQUARE APTS. 965,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
199 HILLCREST CROSSING 960,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
200 VIRGINIA PLAZA 945,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
201 PEDERSON BUILDING 900,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
202 SPRING OAKS MOBILE HOME PK. N
------------------------------------------------------------------------------------------------------------------------------
203 SHADOWOOD APTS. 885,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
204 ARROYO S.C. 882,500.00 Y N
------------------------------------------------------------------------------------------------------------------------------
205 THE NOG RETAIL CENTER 900,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
206 LONDON SQUARE APTS. 8,654,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
207 PETITE CHATEAU VILLA MOBILE 850,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
208 WALNUT HILLS APTS. 845,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 268
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
SERIES 2000-C1
LEGEND
M-MISSING Y-YES
O-ORIGINAL N-NO
C-COPY
NOTE REVIEW EXCEPTION REPORT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
ORIGINAL ENDORSED
PRINCIPAL ORIGINAL NOTE PER AGREEMENT
CONTROL NUMBER BALANCE Y/N Y/N
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
209 PALMER HIGHWAY S.C. 812,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
210 SOMERSET APTS. 800,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
211 SHADY ACRES/PINE SHADOWS 800,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
212 VANOWEN STREET RETAIL CENTER N
------------------------------------------------------------------------------------------------------------------------------
213 RENA'S VILLAGE PLAZA 775,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
214 STANFORD PLACE APTS. 760,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
215 PANOLA-REDAN CROSSING 770,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
216 GARNET AVENUE S.C. 750,000.00 Y N
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 269
Exhibit B-1E
Schedule of Earnout Mortgage Loans
<PAGE> 270
EXHIBIT B-3
FORM OF CUSTODIAL CERTIFICATION
[date]
Salomon Brothers Realty Corp. GMAC Commercial Mortgage Corporation
388 Greenwich Street 200 Witmer Road
New York, New York 10013 P. O. Box 1015
Horsham, Pennsylvania 19044
Greenwich NatWest Limited Greenwich Capital Markets, Inc.
600 Steamboat Road 600 Steamboat Road
Greenwich, Connecticut 06830 Greenwich, Connecticut 06830
Salomon Smith Barney Inc. Chase Securities Inc.
388 Greenwich Street 270 Park Avenue
New York, New York 10013 New York, New York 10017
Norwest Bank Minnesota,
National Association
45 Broadway, 12th Floor
New York, New York 10006
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-C1
Ladies and Gentlemen:
Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of June 1, 2000 and related to the above-referenced Certificates (the
"Agreement"), The Chase Manhattan Bank, as custodian on behalf of the Trustee
(the "Custodian"), hereby certifies as to each Original Mortgage Loan subject to
the Agreement (except as identified in the exception report attached hereto)
that: (i) the original Mortgage Note specified in clause (i) of the definition
of "Mortgage File" in the Agreement and all allonges thereto, if any (or a copy
of such Mortgage Note, together with a "lost note affidavit" certifying that the
original of such Mortgage Note has been lost), the original or copy of each
document specified in clauses (ii) through (v) of the definition of "Mortgage
File" in the Agreement, and the original or copy of the policy of title
insurance specified in clause (vii) of the definition of "Mortgage File" in the
Agreement and each document specified in clause (viii) of the definition of
"Mortgage File" in the Agreement (without regard to the parenthetical in such
clause (viii)) and, in the case of each Original Mortgage Loan identified on
Exhibit B-1C, the original copy of the Loan REMIC Declaration specified in
clause (xiii) of the definition of "Mortgage File" is in its possession or the
possession of a Custodian on its behalf; (ii) if the date of this report is
after January 1, 2001, the recordation/filing contemplated by Section 2.01(e)
has been completed (based solely on receipt
1
<PAGE> 271
by the Trustee or a Custodian on its behalf of the particular recorded/filed
documents); (iii) all documents received by it or any Custodian with respect to
such Mortgage Loan have been reviewed by it or by such Custodian on its behalf
and (A) appear regular on their face (handwritten additions, changes or
corrections shall not constitute irregularities if initialed by the Borrower),
(B) appear to have been executed and (C) purport to relate to such Mortgage
Loan; and (iv) based on the examinations referred to in Section 2.02(a) and
Section 2.02(b) of the Agreement and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (ii) (other than the zip code) and (vi)(B) of the
definition of "Mortgage Loan Schedule" in the Agreement accurately reflects the
information set forth in the Mortgage File.
Pursuant to Section 2.02(c) of the Agreement, the Custodian is not
under any obligation to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans
delivered to it to determine that the same are valid, legal, effective, genuine,
binding, enforceable, sufficient or appropriate for the represented purpose or
that they are other than what they purport to be on their face. Furthermore, the
Custodian shall not have any responsibility for determining whether the text of
any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of
any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction.
Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Agreement.
Respectfully,
THE CHASE MANHATTAN BANK,
as Custodian
By:
------------------------------
Name:
Title:
2
<PAGE> 272
EXHIBIT C
LETTER OF REPRESENTATIONS AMONG DEPOSITOR,
CERTIFICATE ADMINISTRATOR AND INITIAL DEPOSITORY
1
<PAGE> 273
[LOGO]
BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)--
WITHOUT OWNER OPTION TO REDEEM/PASS-THROUGH SECURITIES/
AND ASSET-BACKED SECURITIES
LETTER OF REPRESENTATIONS
[to be Completed by Issuer and Agent]
Salomon Brothers Mortgage Securities VII, Inc.
----------------------------------------------
[Name of Issuer]
The Chase Manhattan Bank, Certificate Administrator
---------------------------------------------------
[Name of Agent]
June , 2000
--------------------------------
[Date]
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street 49th Floor
New York, NY 10041-0099
Re: Salomon Brothers Mortgage Securities VII Inc.,
------------------------------------------------------------
Commercial Pass-Through Certificates, Series
------------------------------------------------------------
2000 - C1, Class A-1, A-2, B, C, D, E, F, G, X
------------------------------------------------------------
[Issue description (the "Securities")]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying agent,
fiscal agent, or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated June 1, 2000 (the "Document"). Salomon Smith Barney
Inc./Greenwich Capital Markets, Inc./Chase Securities Inc.
["Underwriter/Placement Agent"]
<PAGE> 274
are distributing the Securities through The Depository Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at
DTC, and to act in accordance with its Rules with respect to the Securities,
Issuer and Agent make the following representations to DTC:
1. Prior to closing on the Securities on June , 2000 there
shall be deposited with DTC one or more Security certificates registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities
in the face amounts set forth on Schedule A hereto, the total of which
represents 100% of the principal amount of such Securities. If, however, the
aggregate principal amount of any maturity exceeds $400 million, one
certificate shall be issued with respect to each $400 million of principal
amount and an additional certificate shall be issued with respect to any
remaining principal amount Each Security certificate shall bear the following
legend:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]
[The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.
On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.
On each day on which Agent is open for business and on which it
receives an instruction originated by Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.
-2-
<PAGE> 275
Agent agrees that its approval of a Deposit or Withdrawal
Instruction shall be deemed to be the receipt by DTC of a new reissued or
reregistered certificated Security on registration of transfer to the name of
Cede & Co. for the quantity of Securities evidenced by the Balance Certificate
after the Deposit or Withdrawal Instruction is effected.]
2. Issuer: (a) understands that DTC has no obligation to, and
will not, communicate to its Participants or to any person having an interest in
the Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.
3. In the event of any solicitation of consents from or voting
by holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:
Supervisor, Proxy Unit
Reorganization Department
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099
4. In the event of a full or partial redemption, Issuer or
Agent shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be distributed to
Security holders (the "Publication Date"). Such notice shall be sent to DTC by
a secure means (e.g. legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or,
if possible, two business days before the Publication Date. Issuer or Agent
shall forward such notice either in a separate Secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be no fewer than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be directed to DTC's Call Notification Department at (516)
227-4164 or (516) 227-4190. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (516) 227-4070. Notices to DTC pursuant to this
Paragraph, by mail or by any other means, shall be sent to:
-3-
<PAGE> 276
Manager, Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
5. In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges, and capital changes), notice by Issuer
or Agent to Security holders shall be sent to DTC specifying the terms of the
tender and the Publication Date of such notice. Such notice shall be sent to DTC
by a secure means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is in
DTC's possession no later than the close of business on the business day before
or, if possible, two business days before the Publication Date. Issuer or Agent
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use and timeliness of such notice.) Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be
directed to DTC's Reorganization Department at (212) 855-5488. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-5290. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:
Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099
6. It is understood that if the Security holders shall at any
time have the right to tender the Securities to Issuer and require that Issuer
repurchase such holders' Securities pursuant to the Document and Cede & Co., as
nominee of DTC, or its registered assigns, as the record owner, is entitled to
tender the Securities, such tenders will be effected by means of DTC's
Repayment Option Procedures. Under the Repayment Option Procedures, DTC shall
receive, during the applicable tender period, instructions from its Participants
to tender Securities for purchase. Issuer and Agent agree that such tender for
purchase may be made by DTC by means of a book-entry credit of such Securities
to the account of Agent, provided that such credit is made on or before the
final day of the applicable tender period. DTC agrees that promptly after the
recording of any such book-entry credit, it will provide to Agent an Agent
Receipt and Confirmation or the equivalent, in accordance with the Repayment
Option Procedures, identifying the Securities and the aggregate principal
amount thereof as to which such tender for purchase has been made.
Agent shall send DTC notice regarding such optional tender by hand
or by a secure means (e.g., legible facsimile transmission, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days before the Publication Date. The Publication Date shall be no
fewer than 15 days prior to the expiration date of the applicable tender period.
Such notice shall state whether any partial redemption of the Securities is
scheduled to occur during the applicable optional tender
-4-
<PAGE> 277
period. Notices to DTC pursuant to this Paragraph by telecopy shall be directed
to DTC's Put Bond Unit at (212) 855-5235. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:
Supervisor, Put Bond Unit
Reorganization Department
The Depository Trust Company
55 Water Street 50th Floor
New York. NY 10041-0099
7. All notices and payment advices sent to DTC shall contain
the CUSIP number of the Securities
8. Issuer or Agent shall send DTC written notice with respect
to the dollar amount per $1,000 original face value (or other minimum
authorized denomination if less than $1,000 face value) payable on each
payment date allocated as to the interest and principal portions thereof
preferably five, but no fewer than two, business days prior to such payment
date. Such notices, which shall also contain the current pool factor, any
special adjustments to principal/interest rates (e.g., adjustments due to
deferred interest or shortfall), and Agent contact's name and telephone number,
shall be sent by telecopy to DTC's Dividend Department at (212) 855-4555, and
receipt of such notices shall be confirmed by telephoning (212) 855-4550.
Notices to DTC, pursuant to this Paragraph, by mail or by any other means,
shall be sent to:
Manager, Announcements
Dividend Department
The Depository Trust Company
55 Water Street 25th Floor
New York, NY 10041-0099
9. Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE
FOLLOWING, AND SHALL CROSS OUT THE OTHER.] [The interest accrual period is
record date to record date.]
10. Issuer or Agent shall provide a written notice of interest
payment information, including the stated coupon rate information, to DTC as
soon as the information is available. Issuer or Agent shall provide such notice
directly to DTC electronically, as previously arranged by Issuer or Agent and
DTC. If electronic transmission has not been arranged, absent any other
arrangements between Issuer or Agent and DTC, such information shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If
the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212)
855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other
means, shall be sent to DTC's Dividend Department as indicated in Paragraph 8.
-5-
<PAGE> 278
11. Interest payments and principal payments that are part of
periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns, in same-day funds no later than 2:30
p.m. (Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m.
(Eastern Time) on the payment date all such interest payments due Agent, or at
such earlier time as may be required by Agent to guarantee that DTC shall
receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired to the Dividend Deposit Account number that will be
stamped on the signature page hereof at the time DTC executes this Letter of
Representations.
12. Issuer or Agent shall provide DTC's Dividend Department, no
later than 12:00 noon (Eastern Time) on the payment date, automated
notification of CUSIP-level detail. If the circumstances prevent the funds
paid to DTC from equaling the dollar amount associated with the detail payments
by 12:00 noon (Eastern Time), Issuer or Agent must provide CUSIP-level
reconciliation to DTC no later than 2:30 p.m. (Eastern Time). Reconciliation
must be provided by either automated means or written format. Such
reconciliation notice, if sent by telecopy, shall be directed to DTC Dividend
Department at (212) 855-4633 and receipt of such reconciliation notice shall be
confirmed by telephoning (212) 855-4430.
13. Maturity and redemption payments allocated with respect to
each CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such maturity and redemption payments due Agent, or at such earlier
time as required by Agent to guarantee that DTC shall receive payment in
same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date.
Absent any other arrangements between Issuer or Agent and DTC, such funds shall
be wired to the Redemption Deposit Account number that will be stamped on the
signature page hereof at the time DTC executes this Letter of Representations.
14. Principal payments (plus accrued interest, if any) as the
result of optional tenders for purchase effected by means of DTC's Repayment
Option Procedures shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such reorganization payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Reorganization Deposit Account number that will be stamped on the signature
page hereof at the time DTC executes this Letter of Representations.
15. Agent shall send DTC all periodic certificate holders
remittance reports with respect to the Securities. If sent by facsimile
transmission, such reports shall be sent to (212) 855-4777. If the party sending
the report does not receive a telecopy receipt from DTC confirming that the
notice has been received, such party shall telephone (212) 855-4590.
16. DTC may direct Issuer or Agent to use any other number
or address as the number or address to which notices or payments of interest
or principal may be sent.
-6-
<PAGE> 279
17. In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's or
Agent's invitation) necessitating a reduction in the aggregate principal amount
of Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.
18. In the event that Issuer determines that beneficial owners
of Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.
19. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate
certificates evidencing Securities to any Participant having Securities
credited to its DTC accounts.
20. Nothing herein shall be deemed to require Agent to advance
funds on behalf of Issuer.
21. This Letter of Representations may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts together shall constitute but one and the
same instrument.
22. This Letter of Representations shall be governed by, and
construed in accordance with, the laws of the State of New York, without
giving effect to principles of conflicts of law
23. The sender of each notice delivered to DTC pursuant to this
Letter of Representations is responsible for confirming that such notice was
properly received by DTC.
24. Issuer recognizes that DTC does not in any way undertake
to, and shall not have any responsibility to, monitor or ascertain the
compliance of any transactions in the securities with the following, as amended
from time to time: (a) any exemptions from registration under the Securities
Act of 1933; (b) the Investment Company Act of 1940; (c) the Employee
Retirement Income Security Act of 1974; (d) the Internal Revenue Code of 1986;
(e) any rules of any self-regulatory organizations (as defined under the
Securities Exchange Act of 1934); or (f) any other local, state, or federal
laws or regulations thereunder.
25. Issuer hereby authorizes DTC to provide to Agent listings
of Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer,
shall continue with respect to the Securities while any Securities are on
deposit
-7-
<PAGE> 280
at DTC, until and unless Agent shall no longer be acting. In such
event, Issuer shall provide DTC with similar evidence, satisfactory
to DTC, of the authorization of any successor thereto so to act.
Requests for SPLs shall be sent by telecopy to the Proxy Unit of
DTC's Reorganization Department at (212) 855-5181 or (212) 855-5182.
Receipt of such requests shall be confirmed by telephoning (212)
855-5202. Requests for SPLs, sent by mail or by any other means,
shall be directed to the address indicated in Paragraph 3.
26. Issuer and Agent shall comply with the applicable
requirements stated in DTC's Operational Arrangements, as they may
be amended from time to time. DTC's Operational Arrangements are
posted on DTC's website at "www.DTC.org."
27. The following rider(s), attached hereto, are hereby
incorporated into this Letter of Representations:
---------------------------------------------------------------------
---------------------------------------------------------------------
-8-
<PAGE> 281
NOTES:
A. If there is an Agent (as defined in this Letter of Representations), Agent
as well as Issuer must sign this Letter. If there is no Agent, in signing this
Letter Issuer itself undertakes to perform all of the obligations set forth
herein.
B. Schedule B contains statements that DTC believes accurately describe DTC,
the method of effecting book-entry transfers of securities distributed through
DTC, and certain related matters.
Very truly yours,
Salomon Brothers Mortgage Securities VII, Inc.
------------------------------------------
[Issuer]
By: [SIG]
---------------------------------------
[Authorized Officer's Signature]
The Chase Manhattan Bank
------------------------------------------
[Agent]
By:
---------------------------------------
[Authorized Officer's Signature]
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
cc: Underwriter/Placement Agent
Underwriter's/Placement Agent's Counsel
-9-
<PAGE> 282
NOTES:
A. If there is an Agent (as defined in
this Letter of Representations), Agent
as well as Issuer must sign this Letter.
If there is no Agent, in signing this
Letter Issuer itself undertakes to
perform all of the obligations set forth
herein.
B. Schedule B contains statements that
DTC believes accurately describe DTC,
the method of effecting book-entry
transfers of securities distributed
through DTC, and certain related matters.
Very truly yours,
Salomon Brothers Mortgage Securities VII, Inc.
-----------------------------------------
[Issuer]
By: /s/ [SIG]
--------------------------------------
[Authorized Officer's Signature]
The Chase Manhattan Bank as Certificate Administrator
--------------------------------------------------------
[Agent]
By: /s/ [SIG]
--------------------------------------
[Authorized Officer's Signature]
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ [SIG]
---------------------
Funds should be wired to:
The Chase Manhattan Bank
ABA #021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
[Select Appropriate Account]
Dividend Deposit Account #066-026776
Redemption Deposit Account #066-027306
Reorganization Deposit Account #066-027608
cc: Underwriter/Placement Agent
Underwriter's/Placement Agent's Counsel
-9-
<PAGE> 283
SCHEDULE A
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
<TABLE>
<CAPTION>
CUSIP PRINCIPAL MATURITY INTEREST
CLASS NUMBER AMOUNT DATE(1) RATE(2)
----- ------ ------ ------- -------
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A-1 79548K3H9 $127,510,000 November, 2008 7.46%
----------------------------------------------------------------------------------------
Class A-2 79548K3J5 $403,898,000 December, 2009 7.52%
----------------------------------------------------------------------------------------
Class B 79548K3K2 $ 35,665,000 January, 2010 7.52%
----------------------------------------------------------------------------------------
Class C 79548K3L0 $ 30,315,000 January, 2010 7.52%
----------------------------------------------------------------------------------------
Class D 79548K3M8 $ 10,700,000 January, 2010 7.52%
----------------------------------------------------------------------------------------
Class E 79548K3N6 $ 8,916,000 January, 2010 7.52%
----------------------------------------------------------------------------------------
Class F 79548K3P1 $ 14,266,000 February, 2010 7.52%
----------------------------------------------------------------------------------------
Class G 79548K3Q9 $ 10,700,000 February, 2010 7.52%
----------------------------------------------------------------------------------------
Class X 79548K3R7 $641,970,000* February, 2033 0.6132%
----------------------------------------------------------------------------------------
</TABLE>
------------
(1) If the stated date is not a business day, the maturity date is the business
day immediately following the stated date.
(2) Approximate. The interest rates shown are the approximate rates applicable
for distributions in July, 2000. The interest rates are variable or otherwise
subject to change.
* Notional Amount
<PAGE> 284
SCHEDULE B
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
-----------------------------------
(Prepared by DTC--bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act
as securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]
2. DTC is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participants
("Direct Participants") deposit with DTC. DTC also facilitates the settlement
among Direct Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Direct Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and 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 LLC, and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks, 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 Direct and
Indirect Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by
or through Direct Participants, which will receive a credit for the Securities
on DTC's records. The ownership interest of each actual purchaser of each
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Securities are to be accomplished by entries made on
the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Securities, except in the event that use of the
book-entry system for the Securities is discontinued.
-11-
<PAGE> 285
4. To facilitate subsequent transfers, all Securities deposited
by Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
5. 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 Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. [Beneficial Owners of
Securities may wish to take certain steps to augment transmission to them of
notices of significant events with respect to the Securities, such as
redemptions, tenders, defaults, and proposed amendments to the security
documents. Beneficial Owners of Securities may wish to ascertain that the
nominee holding the Securities for their benefit has agreed to obtain and
transmit notices to Beneficial Owners, or in the alternative, Beneficial Owners
may wish to provide their names and addresses to the registrar and request that
copies of the notices be provided directly to them.]
[6. Redemption notices shall be sent to DTC. If less than all of
the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
Issue to be redeemed.]
7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will
consent or vote with respect to the Securities. Under its usual procedures, DTC
mails an Omnibus Proxy to Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments
on the Securities will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit
Direct Participants' accounts, upon DTC's receipt of funds and corresponding
detail information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial 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
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
-12-
<PAGE> 286
[9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement
for physical delivery of Securities in connection with an optional tender or a
mandatory purchase will be deemed satisfied when the ownership rights in the
Securities are transferred by Direct Participants on DTC's records and followed
by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's
DTC account.]
10. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under such circumstances, in the event that a
successor securities depository is not obtained, Security certificates are
required to be printed and delivered.
11. Issuer may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In that
event, Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that Issuer believes to be
reliable, but Issuer takes no responsibility for the accuracy thereof.
-13-
<PAGE> 287
EXHIBIT D-1
FORM OF MASTER SERVICER REQUEST FOR RELEASE
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York 10009-2697
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-C1
In connection with the administration of the Mortgage Files
held by you as Custodian (in such capacity, the "Custodian") on behalf of the
trustee under a certain Pooling and Servicing Agreement, dated as of June 1,
2000 (the "Pooling and Servicing Agreement"), among Salomon Brothers Mortgage
Securities VII, Inc., as depositor, the undersigned, as master servicer (in such
capacity, the "Master Servicer") and as special servicer, and Norwest Bank
Minnesota, National Association, as trustee (the "Trustee"), the undersigned as
Master Servicer hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by you with respect to the following described
Mortgage Loan for the reason indicated below.
Property Name:
Address:
Prospectus No.:
If only particular documents in the Mortgage File are requested, please specify
which:
Reason for requesting Mortgage File (or portion thereof):
______ 1. Mortgage Loan paid in full.
The undersigned hereby certifies that all amounts received in
connection with the Mortgage Loan that are required to be
credited to the Collection Account pursuant to the Pooling and
Servicing Agreement, have been or will be so credited.
______ 2. Other. (Describe) ___________________________________________
______________________________________________________________
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in
accordance with the provisions of the Pooling and Servicing
Agreement and will be returned to you or your designee within
ten days of our receipt thereof, unless the
1
<PAGE> 288
Mortgage Loan has been paid in full, in which case the
Mortgage File (or such portion thereof) will be retained by us
permanently.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
GMAC COMMERCIAL MORTGAGE
CORPORATION,
as Master Servicer
By:
------------------------------
Name:
Title:
2
<PAGE> 289
EXHIBIT D-2
FORM OF SPECIAL SERVICER REQUEST FOR RELEASE
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York 10009-2697
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Pass-Through Certificates, Series 2000-C1
In connection with the administration of the Mortgage Files held by
you as custodian (the "Custodian") on behalf of the Trustee (as defined below)
under a certain Pooling and Servicing Agreement, dated as of June 1, 2000 (the
"Pooling and Servicing Agreement"), among Salomon Brothers Mortgage Securities
VII, Inc., as depositor, the undersigned, as master servicer and as special
servicer (in such capacity, the "Special Servicer"), and Norwest Bank Minnesota,
National Association, as trustee (the "Trustee"), the undersigned as Special
Servicer hereby requests a release of the Mortgage File (or the portion thereof
specified below) held by you as Custodian on behalf of the Trustee with respect
to the following described Mortgage Loan for the reason indicated below.
Property Name:
Address:
Prospectus No.:
If only particular documents in the Mortgage File are requested, please specify
which:
Reason for requesting Mortgage File (or portion thereof):
______ 1. The Mortgage Loan is being foreclosed.
______ 2. Other. (Describe) ___________________________________________
______________________________________________________________
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Mortgage
Loan is being foreclosed, in which case the Mortgage File (or such portion
thereof) will be returned when no longer required by us for such purpose.
1
<PAGE> 290
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
GMAC COMMERCIAL MORTGAGE
CORPORATION,
as Special Servicer
By:
-------------------------------
Name:
Title:
2
<PAGE> 291
EXHIBIT E-1
FORM OF DISTRIBUTION DATE STATEMENT
1
<PAGE> 292
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE: 16-Jul-2000
RECORD DATE: 30-Jun-2000
CLOSING DATE: 20-Jun-2000
NEXT PMT DATE: 16-Aug-2000
MATURITY DATE:
CONTACT INFORMATION
<TABLE>
<CAPTION>
========================================================================
FUNCTION NAMES/ADDRESSES
-------- ---------------
<S> <C>
SERVICER GMAC Commercial Mortgage Corporation
150 So. Wacker, 28th Fl.
Chicago, IL 60606
(312) 499-5400
SPECIAL SERVICER GMAC Commercial Mortgage Corporation
550 California Street
San Francisco, CA 94101
TRUSTEE Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044
(410) 884-2000
CERTIFICATE ADMIN. Chase Manhattan Bank
450 W. 33rd Street 14th Floor
New York, NY 10001
(212) 946-3200
PAYING AGENT Chase Manhattan Bank
450 W. 33rd Street, 14th Floor
New York, NY 10001
(212) 946-3200
RELATIONSHIP MANAGER Nina Velastegui
(212) 946-3246
Email: [email protected]
</TABLE>
========================================================================
REPORTS AVAILABLE AT WWW.CHASE.COM/SFA
TABLE OF CONTENTS
========================================================================
<TABLE>
<CAPTION>
STATEMENT SECTIONS PAGE(S)
------------------ -------
<S> <C>
Certificate Distribution Detail 2 - 7
Certificate Ratings Detail 8
Mortgage Loan Stratification Tables 9 - 11
Loan Status Detail 12
Property History Detail 13
Delinquency Loan Detail 14
Specially Serviced Loan Detail 15
Specially Serviced Historical Information 16
Principal Prepayment Detail 17
Modified Loan Detail 18
Realized Loss Detail 19
</TABLE>
========================================================================
The information contained herein has been obtained from sources believed to be
reliable, but The Chase Manhattan Bank does not warrant its completeness or
accuracy. All cashflows, prices, and yields herein were compiled by Chase from
sources associated with the transactions responsible for providing such
information for purposes of computing cashflows, prices and yields. Chase makes
no representations as to the appropriateness for any person of any investment in
the securities.
[CHASE LOGO]
REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN BANK
<PAGE> 293
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS PAGE 2 OF 19
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
DISTRIBUTION IN DOLLARS
<TABLE>
<CAPTION>
====================================================================================================================
BEGINNING
CURRENT PASS ORIGINAL FACE PRINCIPAL
CLASS CUSIP THROUGH RATE VALUE BALANCE PRINCIPAL INTEREST
-------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
-------------- -------------- -------------- -------------- -------------- -------------- --------------
TOTALS
===================================================================================================================
<CAPTION>
==================================================================================
PREPAYMENT
PREMIUMS/ REALIZED ENDING
YIELD MAINT LOSSES/TRUST PRINCIPAL
CLASS CHARGES TOTAL EXPENSES BALANCE
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
-------------- -------------- -------------- -------------- --------------
TOTALS
==================================================================================
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================
BEGINNING
CURRENT PASS ORIGINAL FACE PRINCIPAL
CLASS CUSIP THROUGH RATE VALUE BALANCE PRINCIPAL INTEREST
-------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
X
==================================================================================
<CAPTION>
PREPAYMENT
PREMIUMS/ REALIZED ENDING
YIELD MAINT LOSSES/TRUST PRINCIPAL
CLASS CHARGES TOTAL EXPENSES BALANCE
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
X
==================================================================================
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA
(C) 2000, CHASE MANHATTAN BANK
<PAGE> 294
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 3 OF 19
DISTRIBUTION DATE:
RECORD DATE
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
FACTOR INFORMATION PER $1,000 OF ORIGINAL FACE
<TABLE>
<CAPTION>
====================================================================================================================
PREPAYMENT
BEGINNING PREMIUMS/
PRINCIPAL YIELD MAINT
CLASS CUSIP FACTOR PRINCIPAL INTEREST CHARGES
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
TOTALS
====================================================================================================================
<CAPTION>
================================================================================
REALIZED ENDING PRINCIPAL
LOSSES/TRUST BALANCE
CLASS TOTAL EXPENSES
----------------- ----------------- ----------------- ----------------
<S> <C> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
----------------- ----------------- ----------------- -----------------
TOTALS
================================================================================
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================
PREPAYMENT
BEGINNING PREMIUMS/
PRINCIPAL YIELD MAINT
CLASS CUSIP FACTOR PRINCIPAL INTEREST CHARGES
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
X
====================================================================================================================
<CAPTION>
===========================================================================
REALIZED ENDING PRINCIPAL
LOSSES/TRUST BALANCE
CLASS TOTAL EXPENSES
----------------- ----------------- ----------------- ----------------
<S> <C> <C> <C>
X
===========================================================================
</TABLE>
[CHASE LOGO]
REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN BANK
B-4
<PAGE> 295
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. PAGE 4 OF 19
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
<TABLE>
<S> <C>
Available Funds 0
Principal Distribution Amount 0
Scheduled Principal Distribution Amount 0
Unscheduled Principal Distribution Amount 0
Miscellaneous Trust Fund Expenses 0
Interest Reserve Account
Deposits 0
Withdrawals 0
</TABLE>
<TABLE>
<CAPTION>
BALANCE INFORMATION
------------------------------------------------------------------------------------------------------------------------------
LOAN COUNT SCHEDULED BEGINNING BEGINNING ENDING ENDING
AT BALANCE AT BEGINNING SCHEDULED UNPAID ENDING SCHEDULED UNPAID
GROUP SECURITIZATION SECURITIZATION LOAN COUNT BALANCE BALANCE LOAN COUNT BALANCE BALANCE
----- -------------- -------------- ---------- --------- --------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
TOTALS
==============================================================================================================================
</TABLE>
Number and Aggregate Principal Amounts of Mortgage Loans in Delinquency
<TABLE>
<CAPTION>
=================================================================================================
AGGREGATED
PRINCIPAL
PERIOD NUMBER BALANCE PERCENTAGE
------ ------ ---------- ----------
<S> <C> <C> <C>
1 Month %
2 Months %
3+ Months %
In Foreclosure %
REO %
Bankruptcies %
-------------------------------------------------------------------------------------------------
TOTALS %
=================================================================================================
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA
(C) 2000, CHASE MANHATTAN BANK
<PAGE> 296
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. PAGE 5 OF 19
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
Prepayment Penalties
<TABLE>
<CAPTION>
=======================================================================================
PREPAYMENT YIELD
CLASS PREMIUM MAINTENANCE
----- ---------- -----------
<S> <C> <C>
---------------------------------------------------------------------------------------
TOTALS
=======================================================================================
</TABLE>
<TABLE>
<S> <C>
Advance Summary
Principal & Interest Advances
Current Principal & Interest Advances 0
Outstanding Principal & Interest Advances 0
Reimbursement of Interest on any P&I Advances 0
Reimbursement of Interest on any T&I Advances 0
</TABLE>
[CHASE LOGO]
REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN BANK
<PAGE> 297
PAGE 6 OF 19
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
<TABLE>
<S> <C>
Fee Summary
Servicing Fees 0
Sub Servicing Fees 0
Trustee Fees 0
Special Servicer Fee 0
Workout Fee 0
</TABLE>
Appraisal Reduction Amounts
<TABLE>
<CAPTION>
APPRAISAL APPRAISAL
REDUCTION REDUCTION
LOAN NUMBER EFFECTED DATE AMOUNT
----------- ------------- ---------
<S> <C> <C>
none
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
<PAGE> 298
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 7 OF 19
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
INTEREST DETAIL
<TABLE>
<CAPTION>
ACCRUED PREPAYMENT BEGINNING TOTAL CERTIFICATE ENDING
CERTIFICATE INTEREST UNPAID INTEREST INTEREST INTEREST UNPAID
CLASS INTEREST SHORTFALL INTEREST LOSS PAYABLE DISTRIBUTABLE INTEREST
--------------------- ----------- ---------- --------- --------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
R
P
X
--------------------- ----------- ---------- --------- --------- --------- ------------- ---------
TOTALS
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
<PAGE> 299
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 8 OF 19
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE RATINGS DETAIL
<TABLE>
<CAPTION>
ORIGINAL RATINGS
-----------------------------------------------------
CLASS CUSIP DCR FITCH MOODY'S S & P
--------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
A1 N/A X X X X
A2 N/A X X X X
B N/A X X X X
C N/A X X X X
D N/A X X X X
E N/A X X X X
F N/A X X X X
G N/A X X X X
H N/A X X X X
J N/A X X X X
K N/A X X X X
L N/A X X X X
M N/A X X X X
N N/A X X X X
P N/A X X X X
R N/A X X X X
X N/A X X X X
<CAPTION>
CHANGED RATINGS/CHANGE DATE(1)
-----------------------------------------------------
CLASS DCR FITCH MOODY'S S & P
--------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
A1
A2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
X
</TABLE>
NR -- Designates that the class was not rated by the above agency at the
time of original issuance.
N/A -- Not applicable.
X -- Designates that the rating agency did not rate class at the time of
issuance.
(1) THE INFORMATION CONTAINED HEREIN HAS BEEN RECEIVED DIRECTLY FROM THE
APPLICABLE RATING AGENCY WITHIN 30 DAYS OF THIS REPORT. IT IS POSSIBLE THAT
THE CURRENT RATINGS MAY HAVE CHANGED BEFORE THE RELEASE OF THIS REPORT,
HENCE, CHASE RECOMMENDS CONTACTING THE RATING AGENCY LISTED BELOW DIRECTLY
FOR MORE RECENT INFORMATION AND FURTHER DETAILS SUPPORTING THE RATING ISSUED
FOR EACH CLASS.
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
<PAGE> 300
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 9 OF 19
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY ENDING SCHEDULED BALANCE AMOUNT
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE $ OF AGG. -----------------------------
ENDING SCHEDULED BALANCE AMOUNT LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
------------------------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
$1,000,000 or Less 0 0.00 0 0.000000 0.000000
$1,000,001 to $2,000,000 0 0.00 0 0.000000 0.000000
$2,000,001 to $4,000,000 0 0.00 0 0.000000 0.000000
$4,000,001 to $6,000,000 0 0.00 0 0.000000 0.000000
$6,000,001 to $8,000,000 0 0.00 0 0.000000 0.000000
$8,000,001 to $10,000,000 0 0.00 0 0.000000 0.000000
$10,000,001 to $15,000,000 0 0.00 0 0.000000 0.000000
$15,000,001 to $20,000,000 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.00 0 0.000000 0.000000
== ==== ==== == ======== ========
AVERAGE PRINCIPAL BALANCE: 0.00
</TABLE>
STRATIFICATION BY STATE CODE
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
STATE CODE LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
---------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
FLORIDA 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.00 0 0.000000 0.000000
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
<PAGE> 301
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 10 OF 19
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY CURRENT NOTE RATE
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
CURRENT NOTE RATE LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
----------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
0.000000% to 7.500000% 0 0.00 0 0.000000 0.000000
7.510000% to 7.750000% 0 0.00 0 0.000000 0.000000
7.760000% to 8.000000% 0 0.00 0 0.000000 0.000000
8.010000% to 8.250000% 0 0.00 0 0.000000 0.000000
8.260000% to 8.500000% 0 0.00 0 0.000000 0.000000
8.510000% to 8.750000% 0 0.00 0 0.000000 0.000000
8.760000% to 9.000000% 0 0.00 0 0.000000 0.000000
9.010000% to 9.250000% 0 0.00 0 0.000000 0.000000
9.260000% to 9.500000% 0 0.00 0 0.000000 0.000000
9.510000% to 9.750000% 0 0.00 0 0.000000 0.000000
9.760000% to 10.000000% 0 0.00 0 0.000000 0.000000
10.010000% to 11.010000% 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.0 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
STRATIFICATION BY REMAINING STATED TERM (BALLOON LOANS ONLY)
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
REMAINING STATED TERM LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
--------------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
70 months or Less 0 0.00 0 0.000000 0.000000
71 months to 90 months 0 0.00 0 0.000000 0.000000
91 months to 110 months 0 0.00 0 0.000000 0.000000
111 months to 115 months 0 0.00 0 0.000000 0.000000
116 months to 120 months 0 0.00 0 0.000000 0.000000
121 months to 200 months 0 0.00 0 0.000000 0.000000
201 months to 274 months 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.0 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
STRATIFICATION BY DEBT SERVICE COVERAGE RATIO
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
DEBT SERVICE COVERAGE RATIO LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
--------------------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
0.000000 to 1.000000 0 0.00 0 0.000000 0.000000
1.010000 to 1.200000 0 0.00 0 0.000000 0.000000
1.210000 to 1.240000 0 0.00 0 0.000000 0.000000
1.250000 to 1.300000 0 0.00 0 0.000000 0.000000
1.310000 to 1.400000 0 0.00 0 0.000000 0.000000
1.410000 to 1.500000 0 0.00 0 0.000000 0.000000
1.510000 to 1.600000 0 0.00 0 0.000000 0.000000
1.610000 to 1.700000 0 0.00 0 0.000000 0.000000
1.710000 to 1.800000 0 0.00 0 0.000000 0.000000
1.810000 to 1.900000 0 0.00 0 0.000000 0.000000
1.910000 to 2.000000 0 0.00 0 0.000000 0.000000
2.010000 to 2.300000 0 0.00 0 0.000000 0.000000
2.310000 to 2.400000 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.0 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
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<PAGE> 302
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 11 OF 19
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
STRATIFICATION BY REMAINING STATED TERM (FULLY AMORTIZING LOANS ONLY)
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
REMAINING STATED TERM LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
--------------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
70 months or Less 0 0.00 0 0.000000 0.000000
71 months to 90 months 0 0.00 0 0.000000 0.000000
91 months to 110 months 0 0.00 0 0.000000 0.000000
111 months to 115 months 0 0.00 0 0.000000 0.000000
116 months to 120 months 0 0.00 0 0.000000 0.000000
121 months to 200 months 0 0.00 0 0.000000 0.000000
201 months to 0 months 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
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<PAGE> 303
PAGE 11 OF 19
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
-------------------------------------------------------------------------------
MORTGAGE LOAN STRATIFICATION TABLES
<TABLE>
<CAPTION>
Stratification by Property Type
===========================================================================================================
Weighted Average
# of Principal Balance % of Agg. -----------------------------
Property Type Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
===========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Office 0 0.00 0 0.000000 0.000000
Retail/Office 0 0.00 0 0.000000 0.000000
Hotel 0 0.00 0 0.000000 0.000000
Industrial 0 0.00 0 0.000000 0.000000
Multi-Family 0 0.00 0 0.000000 0.000000
Retail, Anchored 0 0.00 0 0.000000 0.000000
Retail, Unanchored 0 0.00 0 0.000000 0.000000
Mixed Use 0 0.00 0 0.000000 0.000000
Mobile Home 0 0.00 0 0.000000 0.000000
Self Storage 0 0.00 0 0.000000 0.000000
-----------------------------------------------------------------------------------------------------------
Totals 0 0.00 0.00 0 0.000000 0.000000
===========================================================================================================
</TABLE>
STRATIFICATION BY SEASONING
<TABLE>
<CAPTION>
===========================================================================================================
Weighted Average
# of Principal Balance % of Agg. -----------------------------
Seasoning Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
===========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
12 months or Less 0 0.00 0 0.000000 0.000000
13 months to 24 months 0 0.00 0 0.000000 0.000000
25 months to 36 months 0 0.00 0 0.000000 0.000000
37 months to 48 months 0 0.00 0 0.000000 0.000000
49 months to 60 months 0 0.00 0 0.000000 0.000000
61 months to 72 months 0 0.00 0 0.000000 0.000000
73 months to 84 months 0 0.00 0 0.000000 0.000000
85 months to 96 months 0 0.00 0 0.000000 0.000000
97 months to 108 months 0 0.00 0 0.000000 0.000000
----------------------------------------------------------------------------------------------------------
Totals 0 0.00 0.00 0 0.000000 0.000000
===========================================================================================================
</TABLE>
Debt Coverage Service Ratios are calculated as described in the prospectus,
values are updated periodically as new NOI figures become available from
borrowers on an asset level. The Trustee makes no representation as to the
accuracy of the data provided by the borrower for this calculation.
-------------------------------------------------------------------------------
[CHASE LOGO] Reports Available at WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
<PAGE> 304
PAGE 12 OF 19
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
--------------------------------------------------------------------------------
LOAN STATUS DETAIL
================================================================================
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Loan Offering Property City State Scheduled Scheduled Note Maturity
Number Memo Type Principal Interest Rate Date
Cross (I) Amount Amount
Reference
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Neg Beginning Ending Paid Appraisal Appraisal Has Loan Loan
Amt Scheduled Scheduled Through Reduction Reduction Ever Been Status
Flag Balance Balance Date Date Amount Specially Code
Serviced? (II)
(Y/N)
=============================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
(I) PROPERTY TYPE CODE:
<S> <C> <C> <C> <C> <C> <C> <C>
IN Industrial MU Mixed Use RT Retail
CH Church LO Lodging NE Non-Exempt SC School, HCF or WF
CO Condo, Coop or TH MF Multi Family OF Office SE Securities
HC Health Care MH Mobile Home Park OT Other SF Single Family
HO Hotel MP Multiple Properties PD Plan Unit Development SS Self Storage
IF Industrial/Flex MS Mini Storage RO Retail/Office WH Warehouse
------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(II) LOAN STATUS CODE:
<S> <C> <C> <C>
6. Discounted Payoff
1. Specially Serviced 7. Foreclosure Sale
2. Foreclosure 8. Bankruptcy Sale
3. Bankruptcy 9. REO Disposal
4. REO 10. Modification/Workout
5. Prepayment in Full 11. Rehabilitation
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[CHASE LOGO] Reports Available at www.chase.com/sfa (C) 2000, CHASE MANHATTAN
BANK
<PAGE> 305
PAGE 13 OF 19
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
-------------------------------------------------------------------------------
PROPERTY HISTORY DETAIL
<TABLE>
<CAPTION>
Offering Memo Data of Last No. Months
Loan Number Cross Reference Property Name ----------------------------- Revenue
Annualized
Financial
Inspection Statement
========================================================================================================================
<S> <C> <C> <C> <C> <C>
NO PROPERTY HISTORY REPORTED THIS PERIOD
========================================================================================================================
<CAPTION>
Annual Estimate based on
Loan Number Current Quarter Prior Full Year
------------------------------------ -------------------------------------------
NOI DSCR Occupancy NOI DSCR Occupancy
========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
NO PROPERTY HISTORY REPORTED THIS PERIOD
========================================================================================================================
</TABLE>
[CHASE LOGO] Reports Available at www.chase.com/sfa (C) 2000, CHASE MANHATTAN
BANK
<PAGE> 306
PAGE 14 OF 19
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
--------------------------------------------------------------------------------
DELINQUENCY LOAN DETAIL
================================================================================
<TABLE>
<CAPTION>
Offering Current Advance Loan
Memo Cross # of Months Paid Through P&I Outstanding P&I Description Status
Loan Number Reference Delinquent Date Current Loan Balance Advances Advances** (I) (II)
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NO DELINQUENT LOANS REPORTED THIS PERIOD
===============================================================================================================================
<CAPTION>
Current Outstanding Outstanding
Special Property Property Property
Servicer Foreclosure Protection Protection Bankruptcy REO
Loan Number Start Date Date Advances Advances Date Date
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
NO DELINQUENT LOANS REPORTED THIS PERIOD
===============================================================================================================================
</TABLE>
<TABLE>
===============================================================================================================================
<S> <C> <C> <C>
(I) ADVANCE DESCRIPTION: A. In grace period (II) LOAN STATUS CODE: 6. Discounted Payoff
B. Late but < 1 month 1. Specially Serviced 7. Foreclosure Sale
1. 1 month delinquent 2. Foreclosure 8. Bankruptcy Sale
2. 2 months delinquent 3. Bankruptcy 9. REO Disposal
3. 3+ months delinquent 4. REO 10. Modification/Workout
5. Prepayment in Full 11. Rehabilitation
** Outstanding P&I advances include current period.
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[CHASE LOGO] Reports Available at www.chase.com/sfa (C) 2000, CHASE MANHATTAN
BANK
<PAGE> 307
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
SPECIALLY SERVICED LOAN DETAIL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
Page 15 of 19
<TABLE>
<CAPTION>
SPECIAL OFFERING PROPERTY
SERVICE MEMO TYPE DATE OF TRANSFER
CODE CROSS CODE BALANCE TO SPECIALLY INSPECTION APPRAISAL APPRAISAL
LOAN NUMBER (II) REFERENCE (I) SERVICED DATE DATE VALUE COMMENTS
----------- ------- --------- -------- -------------------- ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(I) PROPERTY TYPE CODE: IN Industrial Mu Mixed Use RT Retail
CH Church LO Lodging NE Non-Exempt SC School, HCF or WF
CO Condo, Coop or TH MF Multi Family OF Office SE Securities
HC Health Care MH Mobile Home Park OT Other SF Single Family
HO Hotel MP Multiple Properties PD Plan Unit Development SS Self Storage
IF Industrial/Flex MS Mini Storage RO Retail/Office WH Warehouse
<S> <C>
(II) SPECIAL SERVICE CODE:
(1) Request to waive prepayment penalty (5) In Foreclosure
(2) Payment default (6) Now REO
(3) Request to modify or workout (7) Paid Off
(4) Borrower Bankruptcy (8) Returned to Master Servicer
</TABLE>
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<PAGE> 308
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 16 OF 19
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SPECIALLY SERVICED HISTORICAL INFORMATION
<TABLE>
<CAPTION>
BALANCE
OFFERING SPECIAL CHANGE PROPERTY
MEMO SERVICE DATE CURRENT SINCE TYPE
DISTRIBUTION LOAN CROSS CODE OF SCHEDULED TRANSFER CODE INTEREST
DATE NUMBER REFERENCE (II) CORRECTION BALANCE DATE (I) STATE RATE
------------ --------- --------- ------- ---------- ------------ --------------- -------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
<CAPTION>
DEBT
NET SERVICE PAID
DISTRIBUTION OPERATING NOI COVERAGE NOTE THROUGH MATURITY REM
DATE INCOME DATE RATIO DATE DATE DATE TERM
------------ ------------ ---- -------- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS
PERIOD
</TABLE>
<TABLE>
<S> <C> <C> <C>
(I) PROPERTY TYPE CODE:
IN Industrial MU Mixed Use RT Retail
CH Church LO Lodging NE Non-Exempt SC School, HCF or WF
CO Condo Coop or TH MF Multi Family OF Office SE Securities
HC Health Care MH Mobile Home Park OT Other SF Single Family
HO Hotel MP Multiple Properties PD Plan Unit Development SS Self Storage
IF Industrial/Flax MS Mini Storage RO Retail/Office WH Warehouse
</TABLE>
<TABLE>
<S> <C>
(II) SPECIAL SERVICE CODE:
(1) Request to waive prepayment penalty (5) In Foreclosure
(2) Payment default (6) Now REO
(3) Request to modify or workout (7) Paid Off
(4) Borrower Bankruptcy (8) Returned to Master Servicer
</TABLE>
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<PAGE> 309
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 17 OF 19
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
PRINCIPAL PREPAYMENT DETAIL
<TABLE>
<CAPTION>
OFFERING
PRINCIPAL MEMO PROPERTY
PREPAYMENT LOAN CROSS TYPE CURTAINMENT PAYOFF PREPAYMENT
DATE NUMBER REFERENCE (I) AMOUNT AMOUNT PREMIUM
---------- ------ --------- -------- ----------- ------ ----------
<S> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
<CAPTION>
PRINCIPAL MORTGAGE
PREPAYMENT REPURCHASE
DATE PRICE
---------- ----------
<S> <C>
</TABLE>
NO PRINCIPAL PREPAYMENT REPORTED THIS PERIOD
<TABLE>
<S> <C> <C> <C>
(I) PROPERTY TYPE CODE:
IN Industrial MU Mixed Use RT Retail
LO Lodging NE Non-Exempt SC School, HCF or WF
CH Church MF Multi Family OF Office SE Securities
CO Condo Coop or TH MH Mobile Home Park OT Other SF Single Family
HC Health Care MP Multiple Properties PD Plan Unit Development SS Self Storage
HO Hotel MS Mini Storage RO Retail/Office WH Warehouse
IF Industrial/Flax
</TABLE>
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BANK
<PAGE> 310
PAGE 18 OF 19
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
MODIFIED LOAN DETAIL
<TABLE>
<CAPTION>
OFFERING
MEMORANDUM
LOAN CROSS MODIFICATION
NUMBER REFERENCE DATE MODIFICATION DESCRIPTION
------ ---------- ------------ ------------------------------------------------------------
<C> <C> <C> <S>
NO MODIFIED LOANS REPORTED THIS PERIOD
</TABLE>
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<PAGE> 311
PAGE 19 OF 19
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
REALIZED LOSS DETAIL
<TABLE>
<CAPTION>
OFFERING GROSS NET
MEMO BEGINNING PROCEEDS % NET PROCEEDS %
LOAN CROSS APPRAISAL SCHEDULED SCHEDULED LIQUIDATION LIQUIDATION SCHEDULED
NUMBER REFERENCE DATE APPRAISAL VALUE BALANCE GROSS PROCEEDS PRINCIPAL EXPENSES PROCEEDS BALANCE
------ --------- --------- --------------- --------- -------------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NO REALIZED LOSSES REPORTED THIS PERIOD
<CAPTION>
LOAN
NUMBER REALIZED LOSS
------ -------------
<S> <C>
NO REALIZED
LOSSES
REPORTED
THIS PERIOD
</TABLE>
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<PAGE> 312
EXHIBIT E-2A
FORM OF LOAN PERIODIC UPDATE FILE
[See Attached Schedule]
1
<PAGE> 313
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
CMSA "LOAN PERIODIC" UPDATE FILE
(DATA RECORD LAYOUT)
CROSS REFERENCED AS "L"
<TABLE>
<CAPTION>
SPECIFICATION DESCRIPTION/COMMENTS
<S> <C>
Acceptable Media Types Magnetic Tape, Diskette, Electronic Transfer
Character Set ASCII
Field Delineation Comma
Density (Bytes-Per-Inch) 1600 or 6250
Magnetic Tape Label None (unlabeled)
Magnetic Tape Blocking Factor 10285 (17 records per block)
Physical Media Label Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch);
Blocking Factor; Record Length
Return Address Label Required for return of physical media (magnetic tape or diskette)
</TABLE>
<TABLE>
<CAPTION>
FIELD FORMAT
FIELD NAME NUMBER TYPE EXAMPLE
<S> <C> <C> <C>
Transaction Id 1 AN XXX97001
Group Id 2 AN XXX9701A
Loan Id 3 AN 00000000012345
Prospectus Loan Id 4 AN 123
Distribution Date 5 AN YYYYMMDD
Current Beginning Scheduled 6 Numeric 100000.00
Balance
Current Ending Scheduled Balance 7 Numeric 100000.00
Paid To Date 8 AN YYYYMMDD
Current Index Rate 9 Numeric 0.09
Current Note Rate 10 Numeric 0.09
Maturity Date 11 AN YYYYMMDD
Servicer and Trustee Fee Rate 12 Numeric 0.00025
Fee Rate/Strip Rate 1 13 Numeric 0.00001
Fee Rate/Strip Rate 2 14 Numeric 0.00001
Fee Rate/Strip Rate 3 15 Numeric 0.00001
Fee Rate/Strip Rate 4 16 Numeric 0.00001
Fee Rate/Strip Rate 5 17 Numeric 0.00001
Net Rate 18 Numeric 0.0947
Next Index Rate 19 Numeric 0.09
Next Note Rate 20 Numeric 0.09
Next Rate Adjustment Date 21 AN YYYYMMDD
</TABLE>
<TABLE>
<CAPTION>
FIELD NAME DESCRIPTION/COMMENTS
<S> <C>
Transaction Id Unique Issue Identification Mnemonic
Group Id Unique Identification Number Assigned To Each Loan Group Within An Issue
Loan Id Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool
Prospectus Loan Id Unique Identification Number Assigned To Each Collateral Item In The Prospectus
Distribution Date Date Payments Made To Certificateholders
Current Beginning Scheduled Outstanding Sched Prin Bal at Beginning of current period that is part of the trust
Balance
Current Ending Scheduled Balance Outstanding Sched Prin Bal at End of current period that is part of the trust
Paid To Date Date loan is paid through. One month less than the date the loan is due for next payment
Current Index Rate Index Rate Used In The Determination Of The Current Period Gross Interest Rate
Current Note Rate Annualized Gross Rate Applicable To Calculate The Current Period Scheduled Interest
Maturity Date Date Collateral Is Scheduled To Make Its Final Payment
Servicer and Trustee Fee Rate Annualized Fee Paid To The Servicer And Trustee
Fee Rate/Strip Rate 1 Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate/Strip Rate 2 Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate/Strip Rate 3 Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate/Strip Rate 4 Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate/Strip Rate 5 Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Net Rate Annualized Interest Rate Applicable To Calculate The Current Period Remittance Int.
Next Index Rate Index Rate Used In The Determination Of The Next Period Gross Interest Rate
Next Note Rate Annualized Gross Interest Rate Applicable To Calc Of The Next Period Sch. Interest
Next Rate Adjustment Date Date Note Rate Is Next Scheduled To Change
</TABLE>
2
<PAGE> 314
<TABLE>
<S> <C> <C> <C>
Next Payment Adjustment Date 22 AN YYYYMMDD
Scheduled Interest Amount 23 Numeric 1000.00
Scheduled Principal Amount 24 Numeric 1000.00
Total Scheduled P&I Due 25 Numeric 1000.00
Neg am/Deferred Interest Amount 26 Numeric 1000.00
Unscheduled Principal Collections 27 Numeric 1000.00
Other Principal Adjustments 28 Numeric 1000.00
Liquidation/Prepayment Date 29 AN YYYYMMDD
Prepayment Penalty/Yld Maint Rec'd 30 Numeric 1000.00
Prepayment Interest Excess (Shortfall) 31 Numeric 1000.00
Liquidation/Prepayment Code 32 Numeric 1
Most Recent ARA Amount 33 Numeric 1000.00
Most Recent ARA Date 34 AN YYYYMMDD
Cumulative ARA Amount 35 Numeric 1000.00
Actual Balance 36 Numeric 100000.00
Total P&I Advance Outstanding 37 Numeric 1000.00
Total T&I Advance Outstanding 38 Numeric 1000.00
Other Expense Advance Outstanding 39 Numeric 1000.00
Status of Loan 40 AN 1
In Bankruptcy 41 AN Y
Foreclosure Date 42 AN YYYYMMDD
REO Date 43 AN YYYYMMDD
Bankruptcy Date 44 AN YYYYMMDD
Net Proceeds Received on 45 Numeric 100000.00
Liquidation
Liquidation Expense 46 Numeric 100000.00
Realized Loss to Trust 47 Numeric 10000.00
Date of Last Modification 48 AN YYYYMMDD
Modification Code 49 Numeric 1
Modified Note Rate 50 Numeric 0.09
Modified Payment Rate 51 Numeric 0.09
Preceding Fiscal Year Revenue 52 Numeric 1000.00
Preceding Fiscal Year Operating 53 Numeric 1000.00
Expenses
Preceding Fiscal Year NOI 54 Numeric 1000.00
Preceding Fiscal Year Debt Svc 55 Numeric 1000.00
Amount
Preceding Fiscal Year DSCR (NOI) 56 Numeric 2.55
</TABLE>
<TABLE>
<S> <C>
Next Payment Adjustment Date Date Scheduled P&I Amount Is Next Scheduled To Change
Scheduled Interest Amount Scheduled Gross Interest Payment Due For The Current Period that goes to the rust
Scheduled Principal Amount Scheduled Principal Payment Due For The Current Period that goes to the trust
Total Scheduled P&I Due Scheduled Principal & Interest Payment Due For Current Period for the trust
Neg am/Deferred Interest Amount Negative Amortization/Deferred Interest Amount Due For The Current Period
Unscheduled Principal Collections Unscheduled Payments Of Principal Received During The Related Collection Period
Other Principal Adjustments Unscheduled Principal Adjustments For The Related Collection Period
Liquidation/Prepayment Date Date Unscheduled Payment Of Principal Received
Prepayment Penalty/Yld Maint Rec'd Additional Payment Req'd From Borrower Due To Prepayment Of Loan Prior To Maturity
Prepayment Interest Excess (Shortfall) Interest Shortfall or Excess as calculated by Servicer per the Trust documents
Liquidation/Prepayment Code See Liquidation/Prepayment Codes Legend
Most Recent ARA Amount Appraisal Reduction Amount = Excess Of The Principal Balance Over The Defined Appraisal
Percentage or as defined in the Trust documents
Most Recent ARA Date Date Appraisal Reduction Amount Applied To Loan
Cumulative ARA Amount Cumulative Appraisal Reduction Amount
Actual Balance Outstanding Actual Principal Balance At The End Of The Current Period
Total P&I Advance Outstanding Outstanding P&I Advances At The End Of The Current Period
Total T&I Advance Outstanding Outstanding Taxes & Insurance Advances At The End Of The Current Period
Other Expense Advance Outstanding Other Outstanding Advances At The End Of The Current Period
Status of Loan See Status Of Loan Legend
In Bankruptcy Bankruptcy Status Of Loan (If In Bankruptcy "Y", Else "N")
Foreclosure Date P27 - If Multiple properties have the same date then print that date otherwise leave
empty
REO Date P28 - If Multiple properties have the same date then print that date otherwise leave
empty
Bankruptcy Date Date Of Bankruptcy
Net Proceeds Received on Net Proceeds Rec'd On Liquidation To Be Remitted to the Trust per the Trust Documents
Liquidation
Liquidation Expense Expenses Associated With The Liq'n To Be Netted from the Trust per the Trust Documents
Realized Loss to Trust Liquidation Balance Less Net Liquidation Proceeds Received (as defined in Trust
documents)
Date of Last Modification Date Loan Was Modified
Modification Code See Modification Codes Legend
Modified Note Rate Note Rate Loan Modified To
Modified Payment Rate Payment Rate Loan Modified To
Preceding Fiscal Year Revenue P54 - If Multiple properties then sum the value, if missing any then populate using the
"DSCR Indicator Legend" rule
Preceding Fiscal Year Operating P55 - If Multiple properties then sum the value, if missing any then populate using the
Expenses "DSCR Indicator Legend" rule
Preceding Fiscal Year NOI P56 - If Multiple properties then sum the value, if missing any then populate using the
"DSCR Indicator Legend" rule
Preceding Fiscal Year Debt Svc P57 - If Multiple properties then sum the value, if missing any then populate using the
Amount "DSCR Indicator Legend" rule
Preceding Fiscal Year DSCR (NOI) P58 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
Preceding Fiscal Yr Debt Svc Cvrge Ratio using NOI
</TABLE>
3
<PAGE> 315
<TABLE>
<S> <C> <C> <C>
Preceding Fiscal Year Physical 57 Numeric 0.85
Occupancy
Preceding Fiscal Year Financial 58 AN YYYYMMDD
As of Date
Second Preceding Fiscal Year 59 Numeric 1000.00
Revenue
Second Preceding Fiscal Year 60 Numeric 1000.00
Operating Expenses
Second Preceding Fiscal Year NOI 61 Numeric 1000.00
Second Preceding Fiscal Year Debt
Service Amount 62 Numeric 1000.00
Second Preceding Fiscal Year DSCR
(NOI) 63 Numeric 2.55
Second Preceding Fiscal Year 64 Numeric 0.85
Physical Occupancy
Second Preceding Fiscal Year 65 AN YYYYMMDD
Financial As of Date 66 Numeric 1000.00
Most Recent Revenue
Most Recent Operating Expenses 67 Numeric 1000.00
Most Recent NOI 68 Numeric 1000.00
Most Recent Debt Service Amount 69 Numeric 1000.00
Most Recent DSCR (NOI) 70 Numeric 2.55
Most Recent Physical Occupancy 71 Numeric 0.85
Most Recent Financial As of Start 72 AN YYYYMMDD
Date
Most Recent Financial As of End 73 AN YYYYMMDD
Date
Most Recent Appraisal Date 74 AN YYYYMMDD
Most Recent Appraisal Value 75 Numeric 100000.00
Workout Strategy Code 76 Numeric 1
Most Recent Special Servicer 77 AN YYYYMMDD
Transfer Date
Most Recent Master Servicer
Return Date 78 AN YYYYMMDD
Date Asset Expected to Be 79 AN YYYYMMDD
Resolved or Foreclosed
Blank 80 AN Blank
</TABLE>
<TABLE>
<S> <C>
Preceding Fiscal Year Physical P59 - If Multiple properties, Use weighted average by using the calculation [ Current
Occupancy Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing any then leave
empty
Preceding Fiscal Year Financial P53 - If Multiple properties and all the same then print the date, if missing any then
As of Date leave empty
Second Preceding Fiscal Year P61 - If Multiple properties then sum the value, if missing any then populate using the
Revenue "DSCR Indicator Legend" rule
Second Preceding Fiscal Year P62 - If Multiple properties then sum the value, if missing any then populate using the
Operating Expenses "DSCR Indicator Legend" rule
Second Preceding Fiscal Year NOI P63 - If Multiple properties then sum the value, if missing any then populate using the
"DSCR Indicator Legend" rule
Second Preceding Fiscal Year Debt P64 - If Multiple properties then sum the value, if missing any then populate using the
Service Amount "DSCR Indicator Legend" rule
Second Preceding Fiscal Year DSCR P65 - If Multiple properties populate using the "DSCR Indicator Legend" rule. Second
(NOI) Preceding Fiscal Year Debt Service Coverage Ratio using NOI
Second Preceding Fiscal Year P66 - If Multiple properties, Use weighted average by using the calculation [ Current
Physical Occupancy Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing any then leave
empty
Second Preceding Fiscal Year P60 - If Multiple properties and all the same then print the date, if missing any then
Financial As of Date leave empty
Most Recent Revenue P68 - If Multiple properties then sum the value, if missing any then populate using the
"DSCR Indicator Legend" rule
Most Recent Operating Expenses P69 - If Multiple properties then sum the value, if missing any then populate using the
"DSCR Indicator Legend" rule
Most Recent NOI P70 - If Multiple properties then sum the value, if missing any then populate using the
"DSCR Indicator Legend" rule
Most Recent Debt Service Amount P71 - If Multiple properties then sum the value, if missing any then populate using the
"DSCR Indicator Legend" rule
Most Recent DSCR (NOI) P72 - If Multiple properties populate using the "DSCR Indicator Legend" rule. Most
Recent Debt Service Coverage Ratio using NOI
Most Recent Physical Occupancy P29 - If Multiple properties, Use weighted average by using the calculation [ Current
Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing any then leave
empty
Most Recent Financial As of Start P73 - If Multiple properties and all the same then print the date, if missing any then
Date leave empty
Most Recent Financial As of End P74 - If Multiple properties and all the same then print the date, if missing any then
Date leave empty
Most Recent Appraisal Date P24 - If Multiple properties and all the same then print the date, if missing any then
leave empty
Most Recent Appraisal Value P25 - If Multiple properties then sum the value, if missing any then leave empty
Workout Strategy Code See Workout Strategy Codes Legend
Most Recent Special Servicer Date Transferred To The Special Servicer
Transfer Date
Most Recent Master Servicer Date Returned To The Master Servicer or Primary Servicer
Return Date
Date Asset Expected to Be P26 - If Multiple properties then print the latest date from the affiliated
Resolved or Foreclosed properties. If in Foreclosure - Expected Date of Foreclosure and if REO - Expected
Sale Date.
Blank Left blank on purpose. (Note : was previously Year Renovated. Use the Property File
field 15 instead)
</TABLE>
4
<PAGE> 316
<TABLE>
<S> <C> <C> <C>
Current Hyper Amortizing Date 81 AN YYYYMMDD
Most Recent Financial Indicator 82 AN T or Y
Last Setup Change Date 83 AN YYYYMMDD
Last Loan Contribution Date 84 AN YYYYMMDD
Last Property Contribution Date 85 AN YYYYMMDD
Number of Properties 86 Numeric 13.00
Preceding Year DSCR Roll up
Indicator 87 AN Text
Second Preceding Year DSCR Roll 88 AN Text
up Indicator
Most Recent DSCR Roll up 89 AN Text
Indicator
NOI/NCF Indicator 90 AN Text
Date of Assumption 91 AN YYYYMMDD
Preceding Fiscal Year NCF 92 Numeric 1000.00
Preceding Fiscal Year DSCR (NCF) 93 Numeric 2.55
Second Preceding FY NCF 94 Numeric 1000.00
Second Preceding FY DSCR (NCF) 95 Numeric 2.55
Most Recent NCF 96 Numeric 1000.00
Most Recent DSCR (NCF) 97 Numeric 1000.00
</TABLE>
<TABLE>
<S> <C>
Current Hyper Amortizing Date S79 - Current Anticipated Repayment Date. Date will be the same as setup file unless
the loan is modified and a new date assigned
Most Recent Financial Indicator P75 - T= Trailing 12 months Y = Year to Date, Check Start & End Date Applies to field 66
to 73. If Multiple properties and all the same then print the value, if missing any or
if the values are not the same, then leave empty
Last Setup Change Date S82 - Distribution Date that information changed last in the setup file by loan
Last Loan Contribution Date Date the loan was contributed
Last Property Contribution Date P67 - Date the latest property or properties were contributed. For Multiple properties
print the latest date from the affiliated properties
Number of Properties S54 - Number of properties currently attached to the loan
Preceding Year DSCR Roll up Flag used to explain how the DSCR was calculated when there are multiple properties.
Indicator See DSCR Indicator Legend.
Second Preceding Year DSCR Roll Flag used to explain how the DSCR was calculated when there are multiple properties.
up Indicator See DSCR Indicator Legend.
Most Recent DSCR Roll up Flag used to explain how the DSCR was calculated when there are multiple properties.
Indicator See DSCR Indicator Legend.
NOI/NCF Indicator Indicates how NOI or Net Cash Flow was calculated should be the same for each financial
period. See NOI/NCF Indicator Legend. P84 - If Multiple Properties and all the same
then print value, if missing any or if the values are not the same, then leave empty.
Date of Assumption Date the loan last assumed by a new borrower- blank if never assumed
Preceding Fiscal Year NCF P78 - Preceding Fiscal Year Net Cash Flow related to Financial As of Date L58. If
Multiple properties then sum the value, if missing any then populate using the "DSCR
Indicator Legend" rule
Preceding Fiscal Year DSCR (NCF) P79 - Preceding Fiscal Yr Debt Service Coverage Ratio using NCF related to Financial As
of Date L58. If Multiple properties populate using the "DSCR Indicator Legend" rule.
Second Preceding FY NCF P80 - Second Preceding Fiscal Year Net Cash Flow related to Financial As of Date L65.
If Multiple properties then sum the value, if missing any then populate using the "DSCR
Indicator Legend" rule
Second Preceding FY DSCR (NCF) P81 - Second Preceding Fiscal Year Debt Service Coverage Ratio using Net Cash Flow
related to Financial As of Date L65. If Multiple properties populate using the "DSCR
Indicator Legend" rule.
Most Recent NCF P82 - Most Recent Net Cash Flow related to Financial As of Ending Date L73. If
Multiple properties then sum the value, if missing any then populate using the "DSCR
Indicator Legend" rule
Most Recent DSCR (NCF) P83 - Most Recent Debt Service Coverage Ratio using Net Cash Flow related to Financial
As of Ending Date L73. If Multiple properties populate using the "DSCR Indicator
Legend" rule.
</TABLE>
5
<PAGE> 317
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
CMSA "LOAN PERIODIC" UPDATE FILE
(DATA RECORD LAYOUT)
CROSS REFERENCED AS "L"
<TABLE>
<CAPTION>
WORKOUT STRATEGY CODE LEGEND
<S> <C>
1 Modification
2 Foreclosure
3 Bankruptcy
4 Extension
5 Note Sale
6 DPO
7 REO
8 Resolved
9 Pending Return to Master Servicer
10 Deed In Lieu Of Foreclosure
11 Full Payoff
12 Reps and Warranties
13 Other or TBD
LIQUIDATION/PREPAYMENT CODE
LEGEND
1 Partial Liq'n (Curtailment)
2 Payoff Prior To Maturity
3 Disposition
4 Repurchase/ Substitution
5 Full Payoff At Maturity
6 DPO
7 Liquidation
8 Payoff w/penalty
9 Payoff w/ yield Maintenance
10 Curtailment w/ Penalty
11 Curtailment w/ Yield Maintenance
</TABLE>
<TABLE>
<CAPTION>
STATUS OF MORTGAGE LOAN
LEGEND
<S> <C>
A Payment Not Received But Still In Grace Period
B Late Payment But Less Than 30 days Delinquent
0 Current
1 30-59 Days Delinquent
2 60-89 Days Delinquent
3 90+ Days Delinquent
4 Assumed Scheduled Payment
(Performing Matured Balloon)
5 Defeasance
7 Foreclosure
9 REO
MODIFICATION CODE
LEGEND
1 Maturity Date Extension
2 Amortization Change
3 Principal Write-Off
4 Combination
DSCR INDICATOR
LEGEND
P Partial - Not all properties received financials, servicer to leave empty
A Average - Not all properties received financials, servicer allocates Debt Service only
to properties where financials are received.
F Full - All Statements Collected for all properties
W Worst Case - Not all properties received financials, servicer allocates 100% of Debt
Service to all properties where financials are received.
N None Collected - no financials were received
C Consolidated - All properties reported on one "rolled up" financial from the borrower
NOI/NCF INDICATOR
LEGEND
CMSA Calculated using CMSA standard
PSA Calculated using a definition given in the PSA
U/W Calculated using the underwriting method
</TABLE>
6
<PAGE> 318
EXHIBIT E-2B
FORM OF PROPERTY FILE
[See Attached Schedule]
1
<PAGE> 319
<TABLE>
<CAPTION>
-------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
-------------------------------------------------------------------
CMSA "PROPERTY" FILE
-------------------------------------------------------------------
(DATA RECORD LAYOUT )
-------------------------------------------------------------------
CROSS REFERENCED AS "P"
-------------------------------------------------------------------
SPECIFICATION
-------------------------------------------------------------------
<S> <C>
Acceptable Media Types
-------------------------------------------------------------------
Character Set
-------------------------------------------------------------------
Field Delineation
-------------------------------------------------------------------
Density (Bytes-Per-Inch)
-------------------------------------------------------------------
Magnetic Tape Label
-------------------------------------------------------------------
Magnetic Tape Blocking Factor
-------------------------------------------------------------------
Physical Media Label
-------------------------------------------------------------------
Return Address Label
-------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
------------------------------------------------------------------------------------------------------
CMSA "PROPERTY" FILE
------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT )
------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "P"
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
DESCRIPTION/COMMENTS
------------------------------------------------------------------------------------------------------
<S> <C>
Magnetic Tape, Diskette, Electronic Transfer
------------------------------------------------------------------------------------------------------
ASCII
------------------------------------------------------------------------------------------------------
Comma
------------------------------------------------------------------------------------------------------
1600 or 6250
------------------------------------------------------------------------------------------------------
None (unlabeled)
------------------------------------------------------------------------------------------------------
10285 (17 records per block)
------------------------------------------------------------------------------------------------------
Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking Factor; Record
Length
------------------------------------------------------------------------------------------------------
Required for return of physical media (magnetic tape or diskette)
------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
FIELD FORMAT
----------------------------------------------------------------------------------
FIELD NAME NUMBER TYPE EXAMPLE
----------------------------------------------------------------------------------
<S> <C> <C> <C>
Transaction Id 1 AN XXX97001
----------------------------------------------------------------------------------
Loan ID 2 AN XXX9701A
----------------------------------------------------------------------------------
Prospectus Loan ID 3 AN 123
----------------------------------------------------------------------------------
Property ID 4 AN 1001-001
----------------------------------------------------------------------------------
Distribution Date 5 AN YYYYMMDD
----------------------------------------------------------------------------------
Cross-Collateralized Loan Grouping 6 AN Text
----------------------------------------------------------------------------------
Property Name 7 AN Text
----------------------------------------------------------------------------------
Property Address 8 AN Text
----------------------------------------------------------------------------------
Property City 9 AN Text
----------------------------------------------------------------------------------
Property State 10 AN FL
----------------------------------------------------------------------------------
Property Zip Code 11 AN 30303
----------------------------------------------------------------------------------
Property County 12 AN Text
----------------------------------------------------------------------------------
Property Type Code 13 AN MF
----------------------------------------------------------------------------------
Year Built 14 AN YYYY
----------------------------------------------------------------------------------
Year Last Renovated 15 AN YYYY
----------------------------------------------------------------------------------
Net Square Feet At Contribution 16 Numeric 25000
----------------------------------------------------------------------------------
# Of Units/Beds/Rooms At Contribution 17 Numeric 75
----------------------------------------------------------------------------------
Property Status 18 AN 1
----------------------------------------------------------------------------------
Allocated Percentage of Loan at 19 Numeric 0.75
Contribution
----------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
FIELD NAME DESCRIPTION/COMMENTS
---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Transaction Id Unique Issue Identification Mnemonic
----------------------------------------------------------------------------------------------------------------------------
Loan ID Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool
----------------------------------------------------------------------------------------------------------------------------
Prospectus Loan ID Unique Identification Number Assigned To Each Collateral Item In The
Prospectus
---------------------------------------------------------------------------------------------------------------------------
Property ID Should contain Prospectus ID and property identifier, e.g., 1001-001, 1000-002
---------------------------------------------------------------------------------------------------------------------------
Distribution Date Date Payments Made To Certificateholders
---------------------------------------------------------------------------------------------------------------------------
Cross-Collateralized Loan Grouping All Loans With The Same Value Are Crossed, For example : "X02-1" would be
populated in this field for all related loans, "X02-2" would be populated for
the next group of related loans.
---------------------------------------------------------------------------------------------------------------------------
Property Name
---------------------------------------------------------------------------------------------------------------------------
Property Address
---------------------------------------------------------------------------------------------------------------------------
Property City
---------------------------------------------------------------------------------------------------------------------------
Property State
---------------------------------------------------------------------------------------------------------------------------
Property Zip Code
---------------------------------------------------------------------------------------------------------------------------
Property County
---------------------------------------------------------------------------------------------------------------------------
Property Type Code
---------------------------------------------------------------------------------------------------------------------------
Year Built
---------------------------------------------------------------------------------------------------------------------------
Year Last Renovated
---------------------------------------------------------------------------------------------------------------------------
Net Square Feet At Contribution RT, IN, WH, OF, MU, OT
---------------------------------------------------------------------------------------------------------------------------
# Of Units/Beds/Rooms At Contribution MF, MH, LO,MU, HC, SS
---------------------------------------------------------------------------------------------------------------------------
1=FCL, 2=REO, 3=Defeased, 4=Partial Release, 5= Released, 6= Same as at
Property Status Contribution
---------------------------------------------------------------------------------------------------------------------------
Allocated Percentage of Loan at Issuer to allocate loan % attributable to property for multi-property loans
Contribution
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------
LOAN FIELD
-----------------------------------------------------
FIELD NAME REFERENCE
-----------------------------------------------------
<S> <C>
Transaction Id S1, L1
------------------------------------------------------
Loan ID S3, L3
------------------------------------------------------
Prospectus Loan ID
S4, L4
-----------------------------------------------------
Property ID
-----------------------------------------------------
Distribution Date L5
-----------------------------------------------------
Cross-Collateralized Loan Grouping S75
-----------------------------------------------------
Property Name S55
-----------------------------------------------------
Property Address S56
-----------------------------------------------------
Property City S57
-----------------------------------------------------
Property State S58
-----------------------------------------------------
Property Zip Code S59
-----------------------------------------------------
Property County S60
-----------------------------------------------------
Property Type Code S61
-----------------------------------------------------
Year Built S64
-----------------------------------------------------
Year Last Renovated
-----------------------------------------------------
Net Square Feet At Contribution S62
-----------------------------------------------------
# Of Units/Beds/Rooms At Contribution S63
-----------------------------------------------------
Property Status
-----------------------------------------------------
Allocated Percentage of Loan at
Contribution
-----------------------------------------------------
</TABLE>
2
<PAGE> 320
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
CMSA "PROPERTY" FILE
------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "P"
------------------------------------------------------------------------------------------------------------
FIELD FORMAT
------------------------------------------------------------------------------------------------------------
FIELD NAME NUMBER TYPE EXAMPLE
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current Allocated Percentage 20 Numeric 0.75
------------------------------------------------------------------------------------------------------------
Current Allocated Ending Scheduled Loan Amount 21 Numeric 5900900.00
------------------------------------------------------------------------------------------------------------
Ground Lease (Y/S/N) 22 AN N
------------------------------------------------------------------------------------------------------------
1. Total Reserve Balance 3. 4. 5. 25000.00
------------------------------------------------------------------------------------------------------------
Most Recent Appraisal Date 24 AN YYYYMMDD
------------------------------------------------------------------------------------------------------------
Most Recent Appraisal Value 25 Numeric 1000000.00
------------------------------------------------------------------------------------------------------------
Date Asset Expected to Be Resolved or Foreclosed 26 AN YYYYMMDD
------------------------------------------------------------------------------------------------------------
Foreclosure Date 27 AN YYYYMMDD
------------------------------------------------------------------------------------------------------------
REO Date 28 AN YYYYMMDD
------------------------------------------------------------------------------------------------------------
Most Recent Physical Occupancy 29 Numeric 0.75
------------------------------------------------------------------------------------------------------------
Occupancy As of Date 30 AN YYYYMMDD
------------------------------------------------------------------------------------------------------------
Date Lease Rollover Review 31 AN YYYYMMDD
------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 1-12 months 32 Numeric 0.2
------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 13-24 months 33 Numeric 0.2
------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 25-36 months 34 Numeric 0.2
------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 37-48 months 35 Numeric 0.2
------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 49-60 months 36 Numeric 0.2
------------------------------------------------------------------------------------------------------------
Largest Tenant 37 AN Text
------------------------------------------------------------------------------------------------------------
Square Feet of Largest Tenant 38 Numeric 15000
------------------------------------------------------------------------------------------------------------
2nd Largest Tenant 39 AN Text
------------------------------------------------------------------------------------------------------------
Square Feet of 2nd Largest Tenant 40 Numeric 15000
------------------------------------------------------------------------------------------------------------
3rd Largest Tenant 41 AN Text
------------------------------------------------------------------------------------------------------------
Square Feet of 3rd Largest Tenant 42 Numeric 15000
------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
CMSA "PROPERTY" FILE
------------------------------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
------------------------------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "P"
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
FIELD NAME DESCRIPTION/COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Current Allocated Percentage Maintained by servicer. If not supplied in by Issuer or Underwriter, use
Underwritting NOI or NCF to calculate
------------------------------------------------------------------------------------------------------------------------------------
Current Allocated Ending Scheduled Loan Amount Calculation based on Current Allocated Percentage and Current Ending
Scheduled Principal Balance (L7) for associated loan.
------------------------------------------------------------------------------------------------------------------------------------
Ground Lease (Y/S/N) Either Y=Yes, S=Subordinate, N= No ground lease
------------------------------------------------------------------------------------------------------------------------------------
1. Total Reserve Balance 7. For Maintenance, Repairs, & Environmental. (Excludes Tax & Insurance
Escrows). An amount should be printed if the value in Setup File
field 77 is "Y"
------------------------------------------------------------------------------------------------------------------------------------
Most Recent Appraisal Date
------------------------------------------------------------------------------------------------------------------------------------
Most Recent Appraisal Value
------------------------------------------------------------------------------------------------------------------------------------
Date Asset Expected to Be Resolved or Foreclosed Could be different dates for different properties. If in Foreclosure -
Expected Date of Foreclosure and if REO - Expected Sale Date.
------------------------------------------------------------------------------------------------------------------------------------
Foreclosure Date
------------------------------------------------------------------------------------------------------------------------------------
REO Date
------------------------------------------------------------------------------------------------------------------------------------
Most Recent Physical Occupancy
------------------------------------------------------------------------------------------------------------------------------------
Occupancy As of Date Typically should be the effective date of the Rent Roll
------------------------------------------------------------------------------------------------------------------------------------
Date Lease Rollover Review Roll over review to be completed every 12 months
------------------------------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 1-12 months Apply to Property Types - RT, IN, WH, OF, MU, OT
------------------------------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 13-24 months Apply to Property Types - RT, IN, WH, OF, MU, OT
------------------------------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 25-36 months Apply to Property Types - RT, IN, WH, OF, MU, OT
------------------------------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 37-48 months Apply to Property Types - RT, IN, WH, OF, MU, OT
------------------------------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 49-60 months Apply to Property Types - RT, IN, WH, OF, MU, OT
------------------------------------------------------------------------------------------------------------------------------------
Largest Tenant For Office, WH, Retail, Industrial *Only if disclosed in the offering document
------------------------------------------------------------------------------------------------------------------------------------
Square Feet of Largest Tenant
------------------------------------------------------------------------------------------------------------------------------------
2nd Largest Tenant For Office, WH, Retail, Industrial *Only if disclosed in the offering document
------------------------------------------------------------------------------------------------------------------------------------
Square Feet of 2nd Largest Tenant
------------------------------------------------------------------------------------------------------------------------------------
3rd Largest Tenant For Office, WH, Retail, Industrial *Only if disclosed in the offering document
------------------------------------------------------------------------------------------------------------------------------------
Square Feet of 3rd Largest Tenant
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
CMSA "PROPERTY" FILE
----------------------------------------------------------------------------
(DATA RECORD LAYOUT)
----------------------------------------------------------------------------
CROSS REFERENCED AS "P"
----------------------------------------------------------------------------
LOAN FIELD
----------------------------------------------------------------------------
FIELD NAME REFERENCE
----------------------------------------------------------------------------
<S> <C>
Current Allocated Percentage
----------------------------------------------------------------------------
Current Allocated Ending Scheduled Loan Amount L7
----------------------------------------------------------------------------
Ground Lease (Y/S/N) S74
----------------------------------------------------------------------------
1. Total Reserve Balance 8. S77
----------------------------------------------------------------------------
Most Recent Appraisal Date L74
----------------------------------------------------------------------------
Most Recent Appraisal Value L75
----------------------------------------------------------------------------
Date Asset Expected to Be Resolved or Foreclosed L79
----------------------------------------------------------------------------
Foreclosure Date L42
----------------------------------------------------------------------------
REO Date L43
----------------------------------------------------------------------------
Most Recent Physical Occupancy L71
----------------------------------------------------------------------------
Occupancy As of Date
----------------------------------------------------------------------------
Date Lease Rollover Review
----------------------------------------------------------------------------
% Sq. Feet expiring 1-12 months S62
----------------------------------------------------------------------------
% Sq. Feet expiring 13-24 months S62
----------------------------------------------------------------------------
% Sq. Feet expiring 25-36 months S62
----------------------------------------------------------------------------
% Sq. Feet expiring 37-48 months S62
----------------------------------------------------------------------------
% Sq. Feet expiring 49-60 months S62
----------------------------------------------------------------------------
Largest Tenant
----------------------------------------------------------------------------
Square Feet of Largest Tenant
----------------------------------------------------------------------------
2nd Largest Tenant
----------------------------------------------------------------------------
Square Feet of 2nd Largest Tenant
----------------------------------------------------------------------------
3rd Largest Tenant
----------------------------------------------------------------------------
Square Feet of 3rd Largest Tenant
----------------------------------------------------------------------------
</TABLE>
3
<PAGE> 321
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
----------------------------------------------------------------------------------------------------------
CMSA "PROPERTY" FILE
----------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
----------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "P"
----------------------------------------------------------------------------------------------------------
FIELD FORMAT
----------------------------------------------------------------------------------------------------------
FIELD NAME NUMBER TYPE EXAMPLE
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fiscal Year End Month 43 Numeric MM
----------------------------------------------------------------------------------------------------------
Contribution Financials As Of Date 44 AN YYYYMMDD
----------------------------------------------------------------------------------------------------------
Revenue At Contribution 45 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Operating Expenses At Contribution 46 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
NOI At Contribution 47 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
DSCR (NOI) At Contribution 48 Numeric 1.5
----------------------------------------------------------------------------------------------------------
Appraisal Value At Contribution 49 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Appraisal Date At Contribution 50 AN YYYYMMDD
----------------------------------------------------------------------------------------------------------
Physical Occupancy At Contribution 51 Numeric 0.9
----------------------------------------------------------------------------------------------------------
Date of Last Inspection 52 AN YYYYMMDD
----------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Financial As of Date 53 AN YYYYMMDD
----------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Revenue 54 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Operating Expenses 55 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Preceding Fiscal Year NOI 56 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Preceding Fiscal Yr Debt Service Amount 57 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NOI) 58 Numeric 1.3
----------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Physical Occupancy 59 Numeric 0.9
----------------------------------------------------------------------------------------------------------
Second Preceding FY Financial As of Date 60 AN YYYYMMDD
----------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Revenue 61 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Second Preceding FY Operating Expenses 62 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year NOI 63 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Second Preceding FY Debt Service Amount 64 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year DSCR (NOI) 65 Numeric 1.3
----------------------------------------------------------------------------------------------------------
Second Preceding FY Physical Occupancy 66 Numeric 0.9
----------------------------------------------------------------------------------------------------------
Property Contribution Date 67 AN YYYYMMDD
----------------------------------------------------------------------------------------------------------
Most Recent Revenue 68 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Most Recent Operating Expenses 69 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Most Recent NOI 70 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Most Recent Debt Service Amount 71 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Most Recent DSCR (NOI) 72 Numeric 2.55
----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
CMSA "PROPERTY" FILE
------------------------------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
------------------------------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "P"
------------------------------------------------------------------------------------------------------------------------------------
LOAN FIELD
------------------------------------------------------------------------------------------------------------------------------------
FIELD NAME DESCRIPTION/COMMENTS REFERENCE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Fiscal Year End Month Needed to indicate month ending for borrower's Fiscal Year.
For example : "12"
------------------------------------------------------------------------------------------------------------------------------------
Contribution Financials As Of Date S72
------------------------------------------------------------------------------------------------------------------------------------
Revenue At Contribution Should match the prospectus if available. At the Property Level S70
------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses At Contribution Should match the prospectus if available. At the Property Level S71
------------------------------------------------------------------------------------------------------------------------------------
NOI At Contribution Should match the prospectus if available. At the Property Level S65
------------------------------------------------------------------------------------------------------------------------------------
DSCR (NOI) At Contribution Should match the prospectus if available. S66
------------------------------------------------------------------------------------------------------------------------------------
Appraisal Value At Contribution S67
------------------------------------------------------------------------------------------------------------------------------------
Appraisal Date At Contribution S68
------------------------------------------------------------------------------------------------------------------------------------
Physical Occupancy At Contribution S69
------------------------------------------------------------------------------------------------------------------------------------
Date of Last Inspection Date of last physical site inspection
------------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Financial As of Date L58
------------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Revenue L52
------------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Operating Expenses L53
------------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year NOI L54
------------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Yr Debt Service Amount Calculate using P20(percentage) to get the allocated amount for each property L55
------------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NOI) Uses the property NOI and the allocated debt service amount L56
------------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Physical Occupancy L57
------------------------------------------------------------------------------------------------------------------------------------
Second Preceding FY Financial As of Date L65
------------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Revenue L59
------------------------------------------------------------------------------------------------------------------------------------
Second Preceding FY Operating Expenses L60
------------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year NOI L61
------------------------------------------------------------------------------------------------------------------------------------
Second Preceding FY Debt Service Amount Calculate using P20(percentage) to get the allocated amount for each property L62
------------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year DSCR (NOI) Uses the property NOI and the allocated debt service amount L63
------------------------------------------------------------------------------------------------------------------------------------
Second Preceding FY Physical Occupancy L64
------------------------------------------------------------------------------------------------------------------------------------
Property Contribution Date Date Property was contributed L85
------------------------------------------------------------------------------------------------------------------------------------
Most Recent Revenue Most Recent Revenue L66
------------------------------------------------------------------------------------------------------------------------------------
Most Recent Operating Expenses Most Recent Operating Expenses L67
------------------------------------------------------------------------------------------------------------------------------------
Most Recent NOI Most Recent Net Operating Income L68
------------------------------------------------------------------------------------------------------------------------------------
Most Recent Debt Service Amount Calculate using P20(percentage) to get the allocated amount for each property L69
------------------------------------------------------------------------------------------------------------------------------------
Most Recent DSCR (NOI) Uses the property NOI and the allocated debt service amount L70
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 322
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
--------------------------------------------------------------------------------------------------------
CMSA "PROPERTY" FILE
--------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
--------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "P"
--------------------------------------------------------------------------------------------------------
FIELD FORMAT
--------------------------------------------------------------------------------------------------------
FIELD NAME NUMBER TYPE EXAMPLE
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Most Recent Financial As of Start Date 73 AN YYYYMMDD
--------------------------------------------------------------------------------------------------------
Most Recent Financial As of End Date 74 AN YYYYMMDD
--------------------------------------------------------------------------------------------------------
Most Recent Financial Indicator 75 AN T or Y
--------------------------------------------------------------------------------------------------------
NCF At Contribution 76 Numeric 1000000.00
--------------------------------------------------------------------------------------------------------
DSCR (NCF) At Contribution 77 Numeric 1.5
--------------------------------------------------------------------------------------------------------
Preceding Fiscal Year NCF 78 Numeric 1000000.00
--------------------------------------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NCF) 79 Numeric 2.55
--------------------------------------------------------------------------------------------------------
Second Preceding FY NCF 80 Numeric 1000000.00
--------------------------------------------------------------------------------------------------------
Second Preceding FY DSCR (NCF) 81 Numeric 2.55
--------------------------------------------------------------------------------------------------------
Most Recent NCF 82 Numeric 1000000.00
--------------------------------------------------------------------------------------------------------
Most Recent DSCR (NCF) 83 Numeric 2.55
--------------------------------------------------------------------------------------------------------
NOI/NCF Indicator
84 AN Text
--------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
----------------------------------------------------------------------------------------------------------------------------------
CMSA "PROPERTY" FILE
----------------------------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
----------------------------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "P"
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
FIELD NAME DESCRIPTION/COMMENTS
----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Most Recent Financial As of Start Date Start date used to calculate Most Recent information either YTD or trailing 12 months
----------------------------------------------------------------------------------------------------------------------------------
Most Recent Financial As of End Date End date used to calculate Most Recent information either YTD or trailing 12 months
----------------------------------------------------------------------------------------------------------------------------------
Most Recent Financial Indicator T= Trailing 12 months Y = Year to Date
----------------------------------------------------------------------------------------------------------------------------------
NCF At Contribution Net Cash Flow At Contribution. Should match the prospectus if available.
----------------------------------------------------------------------------------------------------------------------------------
DSCR (NCF) At Contribution DSCR At Contribution using NCF to calculate. Should match the prospectus if available.
----------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year NCF Preceding Fiscal Year Net Cash Flow related to Financial As of Date P53.
----------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NCF) Preceding Fiscal Yr Debt Service Coverage Ratio using NCF related to Financial As of
Date P53.
----------------------------------------------------------------------------------------------------------------------------------
Second Preceding FY NCF Second Preceding Fiscal Year Net Cash Flow related to Financial As of Date P60.
----------------------------------------------------------------------------------------------------------------------------------
Second Preceding FY DSCR (NCF) Second Preceding Fiscal Year Debt Service Coverage Ratio using Net Cash Flow related to
Financial As of Date P60.
----------------------------------------------------------------------------------------------------------------------------------
Most Recent NCF Most Recent Net Cash Flow related to Financial As of Date P74.
----------------------------------------------------------------------------------------------------------------------------------
Most Recent DSCR (NCF) Most Recent Debt Service Coverage Ratio using Net Cash Flow related to Financial As of
Date P74.
----------------------------------------------------------------------------------------------------------------------------------
NOI/NCF Indicator Indicates how NOI or Net Cash Flow was calculated should be the same for each financial
period. See NOI/NCF Indicator Legend.
----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
------------------------------------------------------------------------------
CMSA "PROPERTY" FILE
------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
------------------------------------------------------------------------------
CROSS REFERENCED AS "P"
------------------------------------------------------------------------------
LOAN FIELD
------------------------------------------------------------------------------
FIELD NAME REFERENCE
------------------------------------------------------------------------------
<S> <C>
Most Recent Financial As of Start Date L72
------------------------------------------------------------------------------
Most Recent Financial As of End Date L73
------------------------------------------------------------------------------
Most Recent Financial Indicator L82
------------------------------------------------------------------------------
NCF At Contribution S83
------------------------------------------------------------------------------
DSCR (NCF) At Contribution S84
------------------------------------------------------------------------------
Preceding Fiscal Year NCF L92
------------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NCF) L93
------------------------------------------------------------------------------
Second Preceding FY NCF L94
------------------------------------------------------------------------------
Second Preceding FY DSCR (NCF) L95
------------------------------------------------------------------------------
Most Recent NCF L96
------------------------------------------------------------------------------
Most Recent DSCR (NCF) L97
------------------------------------------------------------------------------
NOI/NCF Indicator L90
------------------------------------------------------------------------------
<CAPTION>
----------------------------------------------------------------------------------
NOI/NCF INDICATOR
----------------------------------------------------------------------------------
LEGEND
----------------------------------------------------------------------------------
<S> <C> <C>
CMSA Calculated using CMSA standard
----------------------------------------------------------------------------------
PSA Calculated using a definition given in the PSA
----------------------------------------------------------------------------------
U/W Calculated using the underwriting method
----------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 323
EXHIBIT E-2C
FORM OF LOAN SET-UP FILE
[See Attached Schedule]
1
<PAGE> 324
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
----------------------------------------------------------------------------------------------------------------------------------
CMSA "LOAN SETUP" FILE
----------------------------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
----------------------------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "L"
----------------------------------------------------------------------------------------------------------------------------------
SPECIFICATION DESCRIPTION/COMMENTS
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Acceptable Media Types Magnetic Tape, Diskette, Electronic Transfer
----------------------------------------------------------------------------------------------------------------------------------
Character Set ASCII
----------------------------------------------------------------------------------------------------------------------------------
Field Delineation Comma
----------------------------------------------------------------------------------------------------------------------------------
Density (Bytes-Per-Inch) 1600 or 6250
----------------------------------------------------------------------------------------------------------------------------------
Magnetic Tape Label None (unlabeled)
----------------------------------------------------------------------------------------------------------------------------------
Magnetic Tape Blocking Factor 10285 (17 records per block)
----------------------------------------------------------------------------------------------------------------------------------
Physical Media Label Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch);
Blocking Factor; Record Length
----------------------------------------------------------------------------------------------------------------------------------
Return Address Label Required for return of physical media (magnetic tape or diskette)
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
FIELD FORMAT
---------------------------------------------------------------------------------------------------
FIELD NAME NUMBER TYPE EXAMPLE
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Transaction Id 1 AN XXX97001
---------------------------------------------------------------------------------------------------
Group Id 2 AN XXX9701A
---------------------------------------------------------------------------------------------------
Loan Id 3 AN 00000000012345
---------------------------------------------------------------------------------------------------
Prospectus Loan Id 4 AN 123
---------------------------------------------------------------------------------------------------
Original Note Amount 5 Numeric 1000000.00
---------------------------------------------------------------------------------------------------
Original Term Of Loan 6 Numeric 240
---------------------------------------------------------------------------------------------------
Original Amortization Term 7 Numeric 360
---------------------------------------------------------------------------------------------------
Original Note Rate 8 Numeric 0.095
---------------------------------------------------------------------------------------------------
Original Payment Rate 9 Numeric 0.095
---------------------------------------------------------------------------------------------------
First Loan Payment Due Date 10 AN YYYYMMDD
---------------------------------------------------------------------------------------------------
Grace Days Allowed 11 Numeric 10
---------------------------------------------------------------------------------------------------
Interest Only (Y/N) 12 AN Y
---------------------------------------------------------------------------------------------------
Balloon (Y/N) 13 AN Y
---------------------------------------------------------------------------------------------------
Interest Rate Type 14 Numeric 1
---------------------------------------------------------------------------------------------------
Interest Accrual Method Code 15 Numeric 1
---------------------------------------------------------------------------------------------------
Interest in Arrears (Y/N) 16 AN Y
---------------------------------------------------------------------------------------------------
Payment Type Code 17 Numeric 1
---------------------------------------------------------------------------------------------------
Prepayment Lock-out End Date 18 AN YYYYMMDD
---------------------------------------------------------------------------------------------------
Yield Maintenance End Date 19 AN YYYYMMDD
---------------------------------------------------------------------------------------------------
Prepayment Premium End Date 20 AN YYYYMMDD
---------------------------------------------------------------------------------------------------
Prepayment Terms Description 21 AN Text
---------------------------------------------------------------------------------------------------
ARM Index Code 22 AN A
---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
FIELD NAME DESCRIPTION/COMMENTS
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Transaction Id Unique Issue Identification Mnemonic
-----------------------------------------------------------------------------------------------------------------------------------
Group Id Unique Indentification Number Assigned To Each Loan Group Within An Issue
-----------------------------------------------------------------------------------------------------------------------------------
Loan Id Unique Servicer Loan Number Number Assigned To Each Collateral Item In A Pool
-----------------------------------------------------------------------------------------------------------------------------------
Prospectus Loan Id Unique Identification Number Assigned To Each Collateral Item In The Prospectus
-----------------------------------------------------------------------------------------------------------------------------------
Original Note Amount The Mortgage Loan Balance At Inception Of The Note
-----------------------------------------------------------------------------------------------------------------------------------
Original Term Of Loan Original Number Of Months Until Maturity Of Loan
-----------------------------------------------------------------------------------------------------------------------------------
Original Amortization Term Original Number Of Months Loan Amortized Over
-----------------------------------------------------------------------------------------------------------------------------------
Original Note Rate The Note Rate At Inception Of The Note
-----------------------------------------------------------------------------------------------------------------------------------
Original Payment Rate Original Rate Payment Calculated On
-----------------------------------------------------------------------------------------------------------------------------------
First Loan Payment Due Date First Payment Date On The Mortgage Loan
-----------------------------------------------------------------------------------------------------------------------------------
Grace Days Allowed Number Of Days From Due Date Borrower Is Permitted To Remit Payment
-----------------------------------------------------------------------------------------------------------------------------------
Interest Only (Y/N) Y=Yes, N=No
-----------------------------------------------------------------------------------------------------------------------------------
Balloon (Y/N) Y=Yes, N=No
-----------------------------------------------------------------------------------------------------------------------------------
Interest Rate Type 1=Fixed, 2=Arm, 3=Step, 9=Other
-----------------------------------------------------------------------------------------------------------------------------------
Interest Accrual Method Code 1=30/360, 2=Actual/365, 3=Actual/360, 4=Actual/Actual, 5=Actual/366, 6=Simple, 7=78'S
-----------------------------------------------------------------------------------------------------------------------------------
Interest in Arrears (Y/N) Y=Yes, N=No
-----------------------------------------------------------------------------------------------------------------------------------
Payment Type Code See Payment Type Code Legend
-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Lock-out End Date Date After Which Loan Can Be Prepaid
-----------------------------------------------------------------------------------------------------------------------------------
Yield Maintenance End Date Date After Which Loan Can Be Prepaid Without Yield Maintenance
-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Premium End Date Date After Which Loan Can Be Prepaid Without Penalty
-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Terms Description Should reflect the information in Annex A or use the format of LO(36), YM(28), 7(12), O(3)
-----------------------------------------------------------------------------------------------------------------------------------
ARM Index Code See Arm Index Code Legend
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 325
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
-----------------------------------------------------------------------------------------------------------
CMSA "LOAN SETUP" FILE
-----------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
-----------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "S"
-----------------------------------------------------------------------------------------------------------
FIELD FORMAT
-----------------------------------------------------------------------------------------------------------
FIELD NAME NUMBER TYPE EXAMPLE
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
First Rate Adjustment Date 23 AN YYYYMMDD
-----------------------------------------------------------------------------------------------------------
First Payment Adjustment Date 24 AN YYYYMMDD
-----------------------------------------------------------------------------------------------------------
ARM Margin 25 Numeric 0.025
-----------------------------------------------------------------------------------------------------------
Lifetime Rate Cap 26 Numeric 0.15
-----------------------------------------------------------------------------------------------------------
Lifetime Rate Floor 27 Numeric 0.05
-----------------------------------------------------------------------------------------------------------
Periodic Rate Increase Limit 28 Numeric 0.02
-----------------------------------------------------------------------------------------------------------
Periodic Rate Decrease Limit 29 Numeric 0.02
-----------------------------------------------------------------------------------------------------------
Periodic Pay Adjustment Max-% 30 Numeric 0.03
-----------------------------------------------------------------------------------------------------------
Periodic Pay Adjustment Max-$ 31 Numeric 5000.00
-----------------------------------------------------------------------------------------------------------
Payment Frequency 32 Numeric 1
-----------------------------------------------------------------------------------------------------------
Rate Reset Frequency 33 Numeric 1
-----------------------------------------------------------------------------------------------------------
Pay Reset Frequency 34 Numeric 1
-----------------------------------------------------------------------------------------------------------
Rounding Code 35 Numeric 1
-----------------------------------------------------------------------------------------------------------
Rounding Increment 36 Numeric 0.00125
-----------------------------------------------------------------------------------------------------------
Index Look Back In Days 37 Numeric 45
-----------------------------------------------------------------------------------------------------------
Negative Amortization Allowed (Y/N) 38 AN Y
-----------------------------------------------------------------------------------------------------------
Max Neg Allowed (% Of Orig Bal) 39 Numeric 0.075
-----------------------------------------------------------------------------------------------------------
Maximum Negate Allowed ($) 40 Numeric 25000.00
-----------------------------------------------------------------------------------------------------------
Remaining Term At Contribution 41 Numeric 240
-----------------------------------------------------------------------------------------------------------
Remaining Amort Term At Contribution 42 Numeric 360
-----------------------------------------------------------------------------------------------------------
Maturity Date At Contribution 43 AN YYYYMMDD
-----------------------------------------------------------------------------------------------------------
Scheduled Principal Balance At Contribution 44 Numeric 1000000.00
-----------------------------------------------------------------------------------------------------------
Note Rate At Contribution 45 Numeric 0.095
-----------------------------------------------------------------------------------------------------------
Servicer And Trustee Fee Rate 46 Numeric 0.00025
-----------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 1 47 Numeric 0.00001
-----------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 2 48 Numeric 0.00001
-----------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 3 49 Numeric 0.00001
-----------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 4 50 Numeric 0.00001
-----------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 5 51 Numeric 0.00001
-----------------------------------------------------------------------------------------------------------
Net Rate At Contribution 52 Numeric 0.0947
-----------------------------------------------------------------------------------------------------------
Periodic P&I Payment At Contribution 53 Numeric 3000.00
-----------------------------------------------------------------------------------------------------------
# Of Properties at Contribution 54 Numeric 13
-----------------------------------------------------------------------------------------------------------
Property Name 55 AN Text
-----------------------------------------------------------------------------------------------------------
Property Address 56 AN Text
-----------------------------------------------------------------------------------------------------------
Property City 57 AN Text
-----------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
------------------------------------------------------------------------------------------------------------------------------------
CMSA "LOAN SETUP" FILE
------------------------------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
------------------------------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "S"
------------------------------------------------------------------------------------------------------------------------------------
FIELD NAME DESCRIPTION/COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
First Rate Adjustment Date Date Note Rate Originally Changed
------------------------------------------------------------------------------------------------------------------------------------
First Payment Adjustment Date Date Payment Originally Changed
------------------------------------------------------------------------------------------------------------------------------------
ARM Margin Rate Added To Index Used In The Determination Of The Gross Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
Lifetime Rate Cap Maximum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Lifetime Rate Floor Minimum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Periodic Rate Increase Limit Maximum Periodic Increase To The Note Rate Allowed Per The Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Periodic Rate Decrease Limit Minimum Periodic Decrease To The Note Rate Allowed Per The Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Periodic Pay Adjustment Max-% Max Periodic % Increase To The P&I Payment Allowed Per The Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Periodic Pay Adjustment Max-$ Max Periodic Dollar Increase To The P&I Payment Allowed Per The Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Payment Frequency 1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually ...
------------------------------------------------------------------------------------------------------------------------------------
Rate Reset Frequency 1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
------------------------------------------------------------------------------------------------------------------------------------
Pay Reset Frequency 1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
------------------------------------------------------------------------------------------------------------------------------------
Rounding Code Rounding Method For Sum Of Index Plus Margin (See Rounding Code Legend)
------------------------------------------------------------------------------------------------------------------------------------
Rounding Increment Used In Conjunction With Rounding Code
------------------------------------------------------------------------------------------------------------------------------------
Index Look Back In Days Use Index In Effect X Days Prior To Adjustment Date
------------------------------------------------------------------------------------------------------------------------------------
Negative Amortization Allowed (Y/N) Y=Yes, N=No
------------------------------------------------------------------------------------------------------------------------------------
Max Neg Allowed (% Of Orig Bal) Max Lifetime % Increase to the Original Balance Allowed Per The Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Maximum Negate Allowed ($) Max Lifetime Dollar Increase to the Original Balance Allowed Per The Loan Agreement
------------------------------------------------------------------------------------------------------------------------------------
Remaining Term At Contribution Remaining Number Of Months Until Maturity Of Loan At Cutoff
------------------------------------------------------------------------------------------------------------------------------------
Remaining Amort Term At Contribution Remaining Number Of Months Loan Amortized Over At Cutoff
------------------------------------------------------------------------------------------------------------------------------------
Maturity Date At Contribution The Scheduled Maturity Date Of The Mortgage Loan At Contribution
------------------------------------------------------------------------------------------------------------------------------------
Scheduled Principal Balance At Contribution The Scheduled Principal Balance Of The Mortgage Loan At Contribution
------------------------------------------------------------------------------------------------------------------------------------
Note Rate At Contribution Cutoff Annualized Gross Interest Rate Applicable To The Calculation Of Scheduled
Interest
------------------------------------------------------------------------------------------------------------------------------------
Servicer And Trustee Fee Rate Cutoff Annualized Fee Paid To The Servicer And Trustee
------------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 1 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine the Net Rate
------------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 2 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine the Net Rate
------------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 3 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine the Net Rate
------------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 4 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine the Net Rate
------------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 5 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine the Net Rate
------------------------------------------------------------------------------------------------------------------------------------
Net Rate At Contribution Cutoff Annualized Interest Rate Applicable To The Calculation Of Remittance Interest
------------------------------------------------------------------------------------------------------------------------------------
Periodic P&I Payment At Contribution The Periodic Scheduled Principal & Interest Payment at Contribution
------------------------------------------------------------------------------------------------------------------------------------
# Of Properties at Contribution The Number Of Properties Underlying The Mortgage Loan
------------------------------------------------------------------------------------------------------------------------------------
Property Name P7 - If Multiple properties print "Various"
------------------------------------------------------------------------------------------------------------------------------------
Property Address P8 - If Multiple properties print "Various"
------------------------------------------------------------------------------------------------------------------------------------
Property City P9 - If Multiple properties have the same city then print the city, otherwise
print "Various".
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 326
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
----------------------------------------------------------------------------------------------------------
CMSA "LOAN SETUP" FILE
----------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
----------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "S"
----------------------------------------------------------------------------------------------------------
FIELD NAME FIELD FORMAT
----------------------------------------------------------------------------------------------------------
NUMBER TYPE EXAMPLE
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Property State 58 AN Text
----------------------------------------------------------------------------------------------------------
Property Zip Code 59 AN Text
----------------------------------------------------------------------------------------------------------
Property County 60 AN Text
----------------------------------------------------------------------------------------------------------
Property Type Code 61 AN MF
----------------------------------------------------------------------------------------------------------
Net Square Feet At Contribution 62 Numeric 25000
----------------------------------------------------------------------------------------------------------
# Of Units/Beds/Rooms At Contribution 63 Numeric 75
----------------------------------------------------------------------------------------------------------
Year Built 64 AN YYYY
----------------------------------------------------------------------------------------------------------
NOI At Contribution 65 Numeric 100000.00
----------------------------------------------------------------------------------------------------------
DSCR (NOI) At Contribution 66 Numeric 2.11
----------------------------------------------------------------------------------------------------------
Appraisal Value At Contribution 67 Numeric 1000000.00
----------------------------------------------------------------------------------------------------------
Appraisal Date At Contribution 68 AN YYYYMMDD
----------------------------------------------------------------------------------------------------------
Physical Occupancy At Contribution 69 Numeric 0.88
----------------------------------------------------------------------------------------------------------
Revenue At Contribution 70 Numeric 100000.00
----------------------------------------------------------------------------------------------------------
Operating Expenses At Contribution 71 Numeric 100000.00
----------------------------------------------------------------------------------------------------------
Contribution Financials As Of Date 72 AN YYYYMMDD
----------------------------------------------------------------------------------------------------------
Recourse (Y/N) 73 AN Y
----------------------------------------------------------------------------------------------------------
Ground Lease (Y/S/N) 74 AN Y
----------------------------------------------------------------------------------------------------------
Cross-Collateralized Loan Grouping 75 AN Text
----------------------------------------------------------------------------------------------------------
Collection Of Escrows (Y/N) 76 AN Y
----------------------------------------------------------------------------------------------------------
Collection Of Other Reserves (Y/N) 77 AN Y
----------------------------------------------------------------------------------------------------------
Lien Position At Contribution 78 Numeric 1
----------------------------------------------------------------------------------------------------------
Hyper Amortizing Begin Date 79 AN YYYYMMDD
----------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
------------------------------------------------------------------------------------------------------------------------------------
CMSA "LOAN SETUP" FILE
------------------------------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
------------------------------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "S"
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
FIELD NAME DESCRIPTION/COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
P5 - Missing information print "Incomplete"
------------------------------------------------------------------------------------------------------------------------------------
Property State P10 - If Multiple properties have the same state then print the state, otherwise
print "XX" to represent various. Missing information print "ZZ"
------------------------------------------------------------------------------------------------------------------------------------
Property Zip Code P11 - If Multiple properties have the same zip code then print the zip code,
otherwise print "Various". Missing information print "Incomplete"
------------------------------------------------------------------------------------------------------------------------------------
Property County P12 - If Multiple properties have the same county then print the county,
otherwise print "Various". Missing information print "Incomplete"
------------------------------------------------------------------------------------------------------------------------------------
Property Type Code P13 - If Multiple properties have the same property type code then print the
property code, otherwise print "XX" to represent various. Missing information print "ZZ"
------------------------------------------------------------------------------------------------------------------------------------
Net Square Feet At Contribution P16 - For Multiple properties, if all the same Property Type, sum the values, if missing
any leave empty
------------------------------------------------------------------------------------------------------------------------------------
# Of Units/Beds/Rooms At Contribution P17 - For Multiple properties, if all the same Property Type, sum the values, if missing
any leave empty
------------------------------------------------------------------------------------------------------------------------------------
Year Built P14 - If Multiple properties have the same Year Built then print Year Built else
leave empty
------------------------------------------------------------------------------------------------------------------------------------
NOI At Contribution P47 - If Multiple properties sum the values, if missing any then populate using
the "DSCR Indicator Legend" rule. Should match the prospectus if available.
------------------------------------------------------------------------------------------------------------------------------------
DSCR (NOI) At Contribution P48 - If Multiple properties populate using the "DSCR Indicator Legend" rule. DSCR At
Contribution using NOI. Should match the prospectus if available.
------------------------------------------------------------------------------------------------------------------------------------
Appraisal Value At Contribution P49 - If Multiple properties sum the values , if missing any then leave empty
------------------------------------------------------------------------------------------------------------------------------------
Appraisal Date At Contribution P50 - If Multiple properties and all the same then print the date, if missing any
then leave empty
------------------------------------------------------------------------------------------------------------------------------------
Physical Occupancy At Contribution P51 - If Multiple properties, Use weighted average by using the calculation [Current
Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing one then leave empty
------------------------------------------------------------------------------------------------------------------------------------
Revenue At Contribution P45 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule. Should match the prospectus if available.
------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses At Contribution P46 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule. Should match the prospectus if available.
------------------------------------------------------------------------------------------------------------------------------------
Contribution Financials As Of Date P44 - If Multiple properties and all the same then print the date, if missing any then
leave empty
------------------------------------------------------------------------------------------------------------------------------------
Recourse (Y/N) Y=Yes, N=No
------------------------------------------------------------------------------------------------------------------------------------
Ground Lease (Y/S/N) Y=Yes, S=Subordinate, N= No ground lease, P22 - If Multiple properties and any
one property is "Y" or "S" print "Y"
------------------------------------------------------------------------------------------------------------------------------------
Cross-Collateralized Loan Grouping P6 - All Loans With The Same Value Are Crossed, For example : "X02-1" would be populated
in this field for all related loans, "X02-2" would be populated for the next group
of related loans.
------------------------------------------------------------------------------------------------------------------------------------
Collection Of Escrows (Y/N) Y=Yes, N=No - Referring to Taxes and Insurance
------------------------------------------------------------------------------------------------------------------------------------
Collection Of Other Reserves (Y/N) Y=Yes, N=No - Referring to Reserves other than Taxes and Insurance. If any property has
a value > 0 in P23, this field should be "Y"
------------------------------------------------------------------------------------------------------------------------------------
Lien Position At Contribution 1=First, 2=Second ...
------------------------------------------------------------------------------------------------------------------------------------
Hyper Amortizing Begin Date Date used to track Anticipated Repayment Date Loans
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 327
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
---------------------------------------------------------------------------------------------------------------------
CMSA "LOAN SETUP" FILE
---------------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
---------------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "S"
---------------------------------------------------------------------------------------------------------------------
FIELD NAME FIELD FORMAT
---------------------------------------------------------------------------------------------------------------------
NUMBER TYPE EXAMPLE
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Defeasance Option Start Date 80 AN YYYYMMDD
---------------------------------------------------------------------------------------------------------------------
Defeasance Option End Date 81 AN YYYYMMDD
---------------------------------------------------------------------------------------------------------------------
Last Setup Change Date 82 AN YYYYMMDD
---------------------------------------------------------------------------------------------------------------------
NCF At Contribution 83 Numeric 100000.00
---------------------------------------------------------------------------------------------------------------------
DSCR (NCF) At Contribution 84 Numeric 2.11
---------------------------------------------------------------------------------------------------------------------
DSCR Roll up Indicator at Contribution 85 AN Text
---------------------------------------------------------------------------------------------------------------------
Loan Contributor to Securitization 86 AN Text
---------------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
------------------------------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
------------------------------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "S"
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
FIELD NAME DESCRIPTION/COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Defeasance Option Start Date Date loan can start defeasance
------------------------------------------------------------------------------------------------------------------------------------
Defeasance Option End Date Date that defeasance ends
------------------------------------------------------------------------------------------------------------------------------------
Last Setup Change Date L83 - Distribution Date that the information was last changed by loan
------------------------------------------------------------------------------------------------------------------------------------
NCF At Contribution P76 - If Multiple properties sum the values, if missing any then populate using
the "DSCR Indicator Legend" rule. Net Cash Flow At Contribution.
Should match the prospectus if available.
------------------------------------------------------------------------------------------------------------------------------------
DSCR (NCF) At Contribution P77 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
DSCR At Contribution using NCF to calculate. Should match the prospectus if available.
------------------------------------------------------------------------------------------------------------------------------------
DSCR Roll up Indicator at Contribution Flag used to explain how the DSCR was calculated when there are multiple
properties. See DSCR Indicator Legend.
------------------------------------------------------------------------------------------------------------------------------------
Loan Contributor to Securitization Name of party contributing the loan at Securitization
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 328
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
--------------------------------------------------------------------------------------
CMSA "LOAN SETUP" FILE
--------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
--------------------------------------------------------------------------------------
CROSS REFERENCED AS "S"
--------------------------------------------------------------------------------------
ROUNDING CODE
-------------------------------------------------------------------------------
LEGEND
-------------------------------------------------------------------------------
<S> <C>
1 Unrounded
-------------------------------------------------------------------------------
2 Nearest Percentage Increment
-------------------------------------------------------------------------------
3 Up To Nearest Percentage Increment
-------------------------------------------------------------------------------
4 Down To Nearest Percentage Increment
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROPERTY TYPES CODE
-------------------------------------------------------------------------------
LEGEND
-------------------------------------------------------------------------------
MF Multifamily
-------------------------------------------------------------------------------
RT Retail
-------------------------------------------------------------------------------
HC Health Care
-------------------------------------------------------------------------------
IN Industrial
-------------------------------------------------------------------------------
WH Warehouse
-------------------------------------------------------------------------------
MH Mobile Home Park
-------------------------------------------------------------------------------
OF Office
-------------------------------------------------------------------------------
MU Mixed Use
-------------------------------------------------------------------------------
LO Lodging
-------------------------------------------------------------------------------
SS Self Storage
-------------------------------------------------------------------------------
OT Other
-------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL REAL ESTATE SECONDARY MARKET SECURITIZATION ASSOCIATION
--------------------------------------------------------------------------------------------------------------------------------
CMSA "LOAN SETUP" FILE
--------------------------------------------------------------------------------------------------------------------------------
(DATA RECORD LAYOUT)
--------------------------------------------------------------------------------------------------------------------------------
CROSS REFERENCED AS "S"
--------------------------------------------------------------------------------------------------------------------------------
ARM INDEX CODE
--------------------------------------------------------------------------------------------------------------------------------
LEGEND
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
A 11 FHLB COFI (1 Month)
--------------------------------------------------------------------------------------------------------------------------------
B 11 FHLB COFI (6 Month)
--------------------------------------------------------------------------------------------------------------------------------
C 1 Year CMT Weekly Average Treasury
--------------------------------------------------------------------------------------------------------------------------------
D 3 Year CMT Weekly Average Treasury
--------------------------------------------------------------------------------------------------------------------------------
E 5 Year CMT Weekly Average Treasury
--------------------------------------------------------------------------------------------------------------------------------
F Wall Street Journal Prime Rate
--------------------------------------------------------------------------------------------------------------------------------
G 1 Month LIBOR
--------------------------------------------------------------------------------------------------------------------------------
H 3 Month LIBOR
--------------------------------------------------------------------------------------------------------------------------------
I 6 Month LIBOR
--------------------------------------------------------------------------------------------------------------------------------
J National Mortgage Index Rate
--------------------------------------------------------------------------------------------------------------------------------
All Others Use Short Text Description
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
PAYMENT TYPE CODE
--------------------------------------------------------------------------------------------------------------------------------
LEGEND
--------------------------------------------------------------------------------------------------------------------------------
1 Fully Amortizing
--------------------------------------------------------------------------------------------------------------------------------
2 Amortizing Balloon
--------------------------------------------------------------------------------------------------------------------------------
3 Interest Only / Balloon
--------------------------------------------------------------------------------------------------------------------------------
4 Interest Only / Amortizing
--------------------------------------------------------------------------------------------------------------------------------
5 Interest Only / Amortizing / Balloon
-------------------------------------------------------------------------------------------------------------------
6 Principal Only
-------------------------------------------------------------------------------------------------------------------
7 Hyper-Amortization
-------------------------------------------------------------------------------------------------------------------
9 Other
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
DSCR INDICATOR
-------------------------------------------------------------------------------------------------------------------
LEGEND
-------------------------------------------------------------------------------------------------------------------
P Partial - Not all properties received financials, servicer to leave empty
-------------------------------------------------------------------------------------------------------------------
A Average - Not all properties received financials, servicer allocates Debt Service
only to properties where financials are received.
-------------------------------------------------------------------------------------------------------------------
F Full - All Statements Collected for all properties
-------------------------------------------------------------------------------------------------------------------
W Worst Case - Not all properties received financials, servicer allocates 100%
of Debt Service to all properties where financials are received.
-------------------------------------------------------------------------------------------------------------------
N None Collected - no financials were received
-------------------------------------------------------------------------------------------------------------------
C Consolidated - All properties reported on one "rolled up" financial from the borrower
-------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 329
EXHIBIT E-3
FORM OF COMPARATIVE FINANCIAL STATUS REPORT
[See Attached Schedule]
1
<PAGE> 330
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI____ or NCF______
-----------------------------------------------------------------------------------------------------------------------------------
P63 P65
or or
P4 P9 P10 P52 P21 L8 P57 S72 S69 S70 S83 S84 P60 P66 P61 P80 P81
-----------------------------------------------------------------------------------------------------------------------------------
ORIGINAL UNDERWRITING 2ND PRECEDING ANNUAL OPERATING
-----------------------------------------------------------------------------------------------------------------------------------
INFORMATION INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------
BASE YEAR AS OF _______ NORMALIZED
-----------------------------------------------------------------------------------------------------------------------------------
Last Current
Property Allocated Paid Allocated Financial Financial
Property Inspect Loan Thru Debt Info as % Total $ (1) Info as % Total $ (1)
ID City State Date Amount Date Service of Date Occ Revenue NCF DSCR of Date Occ Revenue NCF DSCR
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
yyyymmdd 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 CSSA Property File and Loan Periodic Update File.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Total: $ $ ** WA $ $ WA WA $ $ WA
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
===================================================================================================================================
<CAPTION>
----------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI____ or NCF______
----------------------------------------------------------------------------------------------------------
P56 P58 P70 P72
or or or or
P53 P59 P54 P78 P79 P73 P74 P29 P68 P82 P83 (2)
----------------------------------------------------------------------------------------------------------
PRECEDING ANNUAL OPERATING MOST RECENT FINANCIAL NET CHANGE
----------------------------------------------------------------------------------------------------------
INFORMATION INFORMATION
----------------------------------------------------------------------------------------------------------
AS OF _______ NORMALIZED *NORMALIZED OR ACTUAL PRECEDING & BASIS
----------------------------------------------------------------------------------------------------------
Financial FS FS %
Info as % Total $ (1) Start End % Total $ (1) % Total (1)
of Date Occ Revenue NCF DSCR Date Date Occ Revenue NCF DSCR Occ Revenue DSCR
----------------------------------------------------------------------------------------------------------
<S> <C>
yyyymmdd yyyymmddyyyymmdd
----------------------------------------------------------------------------------------------------------
List all properties currently in deal with or without information largest to smallest loan
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
This report should reflect the information provided in the CSSA Property File and Loan Periodic Update
File.
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
WA $ $ WA WA $ $ WA WA $ WA
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
==========================================================================================================
</TABLE>
(1) DSCR should match to Operating Statement and is normally calculated using
NOI or NCF / Debt Service times 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.
2
<PAGE> 331
EXHIBIT E-4
FORM OF DELINQUENT LOAN STATUS REPORT
[See Attached Schedule]
1
<PAGE> 332
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
-----------------------------------------------------------------------------------------------------------------------------------
S4 S55 S61 S57 S58 S62 L8 L7 L37 L39 L38 L25
OR
S63
-----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)=a+b+c+d
-----------------------------------------------------------------------------------------------------------------------------------
Loan Short Property City State Sq Paid Scheduled Total Other Total Total Current
Prospectus Name Type Ft Thru Loan P&I Expense T & I Exposure Monthly
ID (When or Date Balance Advances Advance Advances P&I
Appropriate) Units Outstanding Outstanding Outstanding
-----------------------------------------------------------------------------------------------------------------------------------
LOANS IN FORECLOSURE AND NOT REO
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
90 + DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
60 TO 89 DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
30 TO 59 DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
CURENT AND AT SPECIAL SERVICER
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
FCL = Foreclosure
-----------------------------------------------------------------------------------------------------------------------------------
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing 12 months, if available.
-----------------------------------------------------------------------------------------------------------------------------------
*Workout Strategy should match the CSSA 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>
<TABLE>
<S> <C>
--------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
--------------------------------------------------------------------------------------------------------------------------------
L10 L11 L58 L54 L56 OR L74 L75 L35 L77 L79 L76
OR OR 2L70/L93
L73 L68/ OR
L9 L97
OR
L96
--------------------------------------------------------------------------------------------------------------------------------
(f) (.90*f) - e
--------------------------------------------------------------------------------------------------------------------------------
Current Maturity LTM LTM LTM Valuation Appraisal Loss Total Transfer Date Workout Comments
Interest Date NOI/ NOI DSCR Date BPO or using 90% Appraisal Date Asset Strategy*
Rate NCF NCF (NOI/ Internal Appr. or Reduction Expected
Date NCF) Value** BPO (f) Realized to be
Resolved
or
Foreclosed
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 333
EXHIBIT E-5
FORM OF HISTORICAL LOAN MODIFICATION REPORT
[See Attached Schedule]
1
<PAGE> 334
<TABLE>
<S> <C>
----------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
----------------------------------------------------------------------------------------------------------------------------------
S4 S57 S58 L49 L48 L7* L7* L50*
----------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS CITY STATE MOD / EXTENSION EFFECTIVE BALANCE BALANCE AT THE OLD RATE
ID EXTENSION PER DOCS OR DATE WHEN SENT EFFECTIVE DATE OF
FLAG SERVICER TO SPECIAL REHABILITATION
SERVICER
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
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:
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
* 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.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
-------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
-------------------------------------------------------------------------------------------------------------------------------
L50* L25* L25* L11* L11* L47
-------------------------------------------------------------------------------------------------------------------------------
# MTHS NEW OLD P&I NEW P&I OLD NEW TOTAL # (1) REALIZED (2) EST. COMMENT
FOR RATE RATE MATURITY MATURITY MTHS FOR LOSS TO FUTURE
CHANGE CHANGE OF TRUST $ INTEREST LOSS
MOD TO TRUST $
(RATE
REDUCTION)
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Information is as of modification. Each line should not change in the future. Only new modifications should be added.
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 335
EXHIBIT E-6
FORM OF HISTORICAL LIQUIDATION REPORT
[See Attached Schedule]
1
<PAGE> 336
<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
------------------------------------------------------------------------------------------------------------------------------
S4 S55 S61 S57 S58 L75 L29 L45
------------------------------------------------------------------------------------------------------------------------------
(c) = b/a (a) (b) (d)
------------------------------------------------------------------------------------------------------------------------------
Prospectus Short Name Property City State % Latest Effective Date Sales Price Net Amt
Loan ID (When Type Received Appraisal or of Liquidation Received
Appropriate) From Brokers from Sale
Liquidation Opinion
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
THIS REPORT IS HISTORICAL
------------------------------------------------------------------------------------------------------------------------------
All information is from the liquidation date and does not need to be updated.
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Total all Loans:
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Current Month Only:
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees
charged by the Special Servicer.
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
-------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
-------------------------------------------------------------------------------------------------------------------------------
L7 L37 L39+L38 L47
-------------------------------------------------------------------------------------------------------------------------------
(e) (f) (g) (h) (i)=d - (f+g+h) (k) (m)
-------------------------------------------------------------------------------------------------------------------------------
Scheduled Total P&I Total T & I Servicing Fees Net Proceeds Realized Loss Date Minor Adj to Date of
Balance Advance Other Expense Expense Loss Trust Minor
Outstanding Advance Passed Adj
Outstanding thru Passed
thru
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees
charged by the Special Servicer.
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
----------------------------
----------------------------
----------------------------
(n)=k+m (o)=n/e
----------------------------
Total Loss with Loss % of
Adjustment Scheduled
Balance
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
</TABLE>
2
<PAGE> 337
EXHIBIT E-7
FORM OF NOI ADJUSTMENT WORKSHEET
[See Attached Schedule]
1
<PAGE> 338
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL NOI ADJUSTMENT WORKSHEET (inclds. Retail/Office/Ind/Whs/Mixed use/Self Storage)
-----------------------------------------------------------------------------------------------------------------------------------
AS OF MM/DD/YY
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS ID
-----------------------------------------------------------------------------------------------------------------------------------
Current Scheduled Balance/Paid to Date Current Allocated Loan 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.etc. (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
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
INCOME: YYYY NOTES
-----------------------------------------------------------------------------------------------------------------------------------
BORROWER ADJUSTMENT NORMALIZED
-----------------------------------------------------------------------------------------------------------------------------------
Statement Classification ACTUAL
-----------------------------------------------------------------------------------------------------------------------------------
Gross Potential Rent (2)
-----------------------------------------------------------------------------------------------------------------------------------
Less: Vacancy/collection loss
-----------------------------------------------------------------------------------------------------------------------------------
OR
-----------------------------------------------------------------------------------------------------------------------------------
Base Rent (2)
-----------------------------------------------------------------------------------------------------------------------------------
Expense Reimbursement
-----------------------------------------------------------------------------------------------------------------------------------
Percentage Rent
-----------------------------------------------------------------------------------------------------------------------------------
Other Income/Parking 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 Taxes
-----------------------------------------------------------------------------------------------------------------------------------
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
-----------------------------------------------------------------------------------------------------------------------------------
Expenditures Capital Extraordinary
-----------------------------------------------------------------------------------------------------------------------------------
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)
-----------------------------------------------------------------------------------------------------------------------------------
NOTES AND ASSUMPTIONS: This report should be completed annually for "Normalization" of Borrower's numbers. Methodology used is per
-----------------------------------------------------------------------------------------------------------------------------------
MBA/CSSA Standard Methodology unless of Borrower's numbers. Methodology used is per MBA/CSSA Standard Methodology unless otherwise
-----------------------------------------------------------------------------------------------------------------------------------
noted. The "Normalized" column and corresponding comments should roll through to the Operating statement Analysis Report
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
INCOME COMMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
EXPENSE COMMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
CAPITAL ITEMS COMMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 339
EXHIBIT E-8
FORM OF OPERATING STATEMENT ANALYSIS REPORT
[See Attached Schedule]
1
<PAGE> 340
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT (inclds. Retail/Office/Ind/Whs/Mixed use)
-----------------------------------------------------------------------------------------------------------------------------------
AS OF MM/DD/YY
-----------------------------------------------------------------------------------------------------------------------------------
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.etc. (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
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
INCOME:
-----------------------------------------------------------------------------------------------------------------------------------
Number of Mos. Covered (prcdng yr (prcdng yr to
to base) 2nd prcdng)
-----------------------------------------------------------------------------------------------------------------------------------
Period Ended UNDERWRITING 3RD 2ND PRECEDING YR. TTM/YTD YYYY-U/W YYYY-YYYY
PRECEDING PRECEDING (2)
-----------------------------------------------------------------------------------------------------------------------------------
(fm NOI Adj AS OF
Statement Classification(yr) BASE LINE Sheet) / /98 VARIANCE VARIANCE
-----------------------------------------------------------------------------------------------------------------------------------
Gross Potential Rent (3)
-----------------------------------------------------------------------------------------------------------------------------------
Less: Vacancy/collection loss
-----------------------------------------------------------------------------------------------------------------------------------
OR
-----------------------------------------------------------------------------------------------------------------------------------
Base Rent (3)
-----------------------------------------------------------------------------------------------------------------------------------
Expense Reimbursement
-----------------------------------------------------------------------------------------------------------------------------------
Percentage Rent
-----------------------------------------------------------------------------------------------------------------------------------
Other Income/Parking Income
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
*EFFECTIVE GROSS INCOME
-----------------------------------------------------------------------------------------------------------------------------------
(2) Servicer will not be expected to "Normalize" 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 Taxes
-----------------------------------------------------------------------------------------------------------------------------------
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:
-----------------------------------------------------------------------------------------------------------------------------------
(ie. operating statements, financial statements, tax return, other)
-----------------------------------------------------------------------------------------------------------------------------------
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: 10% DSCR CHANGE, 15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.
-----------------------------------------------------------------------------------------------------------------------------------
INCOME COMMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
EXPENSE COMMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
CAPITAL ITEMS COMMENTS:
-----------------------------------------------------------------------------------------------------------------------------------
* Used in the CSSA Comparative Financial Status Report/CSSA Property File/CSSA Loan Periodic
Loan File. Note that information for multiple property
-----------------------------------------------------------------------------------------------------------------------------------
loans must be consolidated (if available) for reporting to the CSSA Loan Periodic file.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 341
EXHIBIT E-9
FORM OF REO STATUS REPORT
[See Attached Schedule]
1
<PAGE> 342
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
-----------------------------------------------------------------------------------------------------------------------------------
P4 P7 P13 P9 P10 P16 L8 P21 L37 L39
OR
P17
-----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY SHORT NAME (WHEN PROPERTY CITY STATE SQ FT PAID ALLOCATED TOTAL OTHER EXPENSE
ID APPROPRIATE) TYPE OR THRU LOAN AMOUNT P&I ADVANCE
UNITS DATE ADVANCE OUTSTANDING
OUTSTANDING
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
REO' s data reflected at the property level for relationships with more than one (1) property should use the Allocated Loan Amount,
and prorate all advances and expenses or other loan level data as appropriate.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int -
Internal Value.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
-----------------------------------------------------------------------------------------------------------------------------
L38 L25 L11 P53 P58 OR P24 P25
OR P72/P79 OR
(d) P74 P83
-----------------------------------------------------------------------------------------------------------------------------
(e)=a+b+c+d (f) (g)
-----------------------------------------------------------------------------------------------------------------------------
TOTAL TOTAL CURRENT MATURITY LTM LTM VALUATION APPRAISAL APPRAISAL
T & I EXPOSURE MONTHLY P&I DATE NOI/NCF DSCR (NOI/ DATE BPO OR BPO OR
ADVANCE DATE NCF) INTERNAL INTERNAL
OUTSTANDING VALUE SOURCE (1) VALUE
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
REO' s data reflected at the property level for relationships with more than one (1) property should use the Allocated Loan
Amount, and prorate all advances and expenses or other loan level data as appropriate.
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int -
Internal Value.
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
L35 L77 P28 P26
-----------------------------------------------------------------------------------------------------------------------------
(h)=(.90*g) - e
-----------------------------------------------------------------------------------------------------------------------------
LOSS USING 90% TOTAL APPRAISAL TRANSFER REO DATE ASSET COMMENTS
APPR. OR BPO (f) REDUCTION REALIZED DATE ACQUISITION EXPECTED TO BE
DATE RESOLVED
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
REO' s data reflected at the property level for relationships with more than one (1) property should use the Allocated Loan
Amount, and prorate all advances and expenses or other loan level data as appropriate.
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int -
Internal Value.
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 343
EXHIBIT E-10
FORM OF SERVICER WATCH LIST
[See Attached Schedule]
1
<PAGE> 344
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------------------------------------
Operating Information Reflected As NOI______ or NCF________
-----------------------------------------------------------------------------------------------------------------------------------
S4 S55 S61 S57 S58 L7 L8 L11 L56/L93 L70/L97
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS SHORT NAME PROPERTY CITY STATE SCHEDULED PAID MATURITY PRECEDING MOST
LOAN ID (WHEN TYPE LOAN BALANCE THRU DATE FISCAL YR RECENT
APPROPRIATE) DATE DSCR NOI/NCF DSCR NOI/NCF
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
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.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Total: $
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
COMMENT/
ACTION TO BE TAKEN
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
</TABLE>
2
<PAGE> 345
EXHIBIT E-11
FORM OF BOND FILE
<TABLE>
<CAPTION>
CMSA
BOND LEVEL FILE LAYOUT
BOND LEVEL ONLY - REFLECTS DISTRIBUTION STATEMENTS
VERSION 1.0 (12/31/98)
-------------------------------------------------- ---------------------------- --------------------------------------------
FORMAT
FIELD NAME # TYPE EXAMPLE DESCRIPTION/COMMENTS
-------------------------------------------------- ---------------------------- --------------------------------------------
-------------------------------------------------- ---------------------------- --------------------------------------------
Character Set ASCII
Field Delineation Comma
-------------------------------------------------- ---------------------------- --------------------------------------------
-------------------------------------------------- ---------------------------- --------------------------------------------
<S> <C> <C> <C> <C>
Transaction Id 1 AN XXX97001 Unique Issue Identification Mnemonic
(Consistent With CSSA Periodic Loan File)
Distribution Date 2 AN YYYYMMDD Date Payments Made To Certificateholders
Record Date 3 AN YYYYMMDD Date Class Must Be Held As Of To Be
Considered Holder Of Record
Class Name/Class Id 4 AN A-1 Unique Class Identification Mnemonic
Cusip 5 AN 999999AA1 Cusip # (Null If No Cusip Exists)
Original Balance 6 Numeric 1000000.00 The Class Balance At Inception Of The Issue
Notional Flag 7 AN Y "Y" For Notional
Beginning Balance 8 Numeric 100000.00 The Outstanding Principal Balance Of The
Class At The Beginning Of The Current
Period
Scheduled Principal 9 Numeric 1000.00 The Scheduled Principal Paid
Unscheduled Principal 10 Numeric 1000.00 The Unscheduled Principal Paid
Total Principal Distribution 11 Numeric 1000.00 Total Principal Payment Made
Deferred Interest 12 Numeric 1000.00 Any Interest Added To The Class Balance
Including Negative Amortization
Realized Loss (Gain) 13 Numeric 1000.00 The Total Realized Loss of (Gain) Allocated
Cumulative Realized Losses 14 Numeric 100000.00 Realized Losses Allocated
Cumulative-To-Date.
Ending Balance 15 Numeric 1000.00 Outstanding Principal Balance Of The Class
At The End Of The Current Period
Current Index Rate 16 Numeric 0.055 The Current Index Rate Applicable To The
Calculation Of Current Period Remittance
Interest Rate
Current Remittance Rate / Pass-Through Rate 17 Numeric 0.075 Annualized Interest Rate Applicable To The
Calculation Of Current Period Remittance
Interest
Accrual Method 18 Numeric 1 1=30/360, 2=Actual/365,
3=Actual/360,4=Actual/Actual, 5=Actual/366
Current Accrual Days 19 Numeric 30 The Number Of Accrual Days Applicable To
The Calculation Of Current Period
Remittance Interest
Interest Accrued 20 Numeric 1000.00 The Amount Of Accrued Interest
Prepayment Penalty/Premium Allocation 21 Numeric 1000.00 Total Amount Of Prepayment Penalties
Allocated
Yield Maintenance Allocation 22 Numeric 1000.00 Total Amount Of Yield Maintenance
Penalties Allocated
Other Interest Distribution 23 Numeric 1000.00 Other Specific Additions To Interest
Prepayment Interest Shortfall 24 Numeric 1000.00 Total Interest Adjustments For PPIS
Appraisal Reduction Allocation 25 Numeric 1000.00 Total Current Appraisal Reduction Allocated
Other Interest Shortfall 26 Numeric 1000.00 Total Interest Adjustments Other Than PPIS
Total Interest Distribution 27 Numeric 1000.00 The Total Interest Payment Made
Cumulative Appraisal Reduction 28 Numeric 1000.00 Total Cumulative Appraisal Reduction
Allocated
Cummualtive Prepayment Penalty/Premium Allocation 29 Numeric 1000.00 Total Amount Of Prepayment Penalties
Allocated To Date
CummualtiveYield Maintenance Allocation 30 Numeric 1000.00 Total Amount Of Yield Maintenance
Penalties Allocated To Date
Beginning Unpaid Interest Balance 31 Numeric 1000.00 Outstanding Interest Shortfall At The
Beginning Of The Current Period
Ending Unpaid Interest Balance 32 Numeric 1000.00 Outstanding Interest Shortfall At The End
Of The Current Period
DCR - Original Rating 33 AN AAA The Original Rating Of The Class By Duff &
Phelps
DCR - Most Recent Rating 34 AN AAA The Most Recent Rating Of The Class By
Duff & Phelps
DCR - Date Transmitted from Rating Agency 35 AN YYYYMMDD The Date On Which The Most Recent Rating
Was Provided To The Trustee By Duff &
Phelps
Fitch - Orignal Rating 36 AN AAA The Original Rating Of The Class By Fitch
Fitch - Most Recent Rating 37 AN AAA The Most Recent Rating Of The Class By
Fitch
Fitch - Date Transmitted from Rating Agency 38 AN YYYYMMDD The Date On Which The Most Recent Rating
Was Provided To The Trustee By Fitch
Moody's - Original Rating 39 AN AAA The Original Rating Of The Class By Moody's
Moody's - Most Recent Rating 40 AN AAA The Most Recent Rating Of The Class By
Moody's
Moody's - Date Transmitted from Rating Agency 41 AN YYYYMMDD The Date On Which The Most Recent Rating
Was Provided To The Trustee By Moody's
Standard & Poors - Original Rating 42 AN AAA The Original Rating Of The Class By
Standard & Poors
Standard & Poors - Most Recent Rating 43 AN AAA The Most Recent Rating Of The Class By
Standard & Poors
Standard & Poors - Date Transmitted from Rating 44 AN YYYYMMDD The Date On Which The Most Recent Rating
Agency Was Provided To The Trustee By Standard &
Poors
-------------------------------------------------- ---------------------------- --------------------------------------------
040298 Date the interest accrual period began
050198 Date the interest accrual period ended
043098 Date security had to held on to be
due this payment
</TABLE>
1
<PAGE> 346
EXHIBIT E-12
FORM OF COLLATERAL SUMMARY FILE
<TABLE>
<CAPTION>
CMSA
COLLATERAL SUMMARY FILE LAYOUT
COLLATERAL LEVEL SUMMARY - SUMMARIZES
CSSA 100.1 PERIODIC FILE
VERSION 1.0 (12/31/98)
PERIODIC FIELD FORMAT
FIELD NAME REFERENCE# # TYPE EXAMPLE DESCRIPTION/COMMENTS
<S> <C> <C> <C> <C> <C>
Character Set ASCII
Field Delineation Comma
Transaction Id 1 AN XXX97001 Unique Issue Identification Mnemonic
Group Id 2 AN XXX97001 Unique Identification Number Assigned To
Each Loan Group Within An Issue
Distribution Date 3 AN YYYYMMDD Date Payments Made To
Certificateholders
Original Loan Count 4 Numeric 100 Number of loans at time of securitization
Ending current period loan count 5 Numeric 99 Number of loans at end of current period
Ending current period 7 6 Numeric 1000000.00 Aggregate scheduled balance of loans at
collateral balance end of current period
1 month Delinquent - number 7 Numeric 1 Number of loans one month delinquent
1 month Delinquent - scheduled 8 Numeric 1000.00 Scheduled principal balance of loans one
balance month delinquent
2 months Delinquent - number 9 Numeric 1 Number of loans two months delinquent
2 months Delinquent - scheduled 10 Numeric 1000.00 Scheduled principal balance of loans two
balance months delinquent
3 months Delinquent - number 11 Numeric 1 Number of loans three months delinquent
3 months Delinquent - scheduled 12 Numeric 1000.00 Scheduled principal balance of loans
balance three months delinquent
Foreclosure - number 13 Numeric 1 Number of loans in foreclosure -
overrides loans in delinquency
Foreclosure - scheduled balance 14 Numeric 1000.00 Scheduled principal balance of loans in
foreclosure - overrides loans in
delinquency
REO - number 15 Numeric 1 Number of REOs - overrides loans in
delinquency or foreclosure
REO - scheduled balance 16 Numeric 1000.00 Book value of REOs - overrrides loans in
delinquency or foreclosure
Specially serviced - number 17 Numeric 1 Number of specially serviced loans -
includes loans in delinquency,
foreclosure, REO
Specially serviced - scheduled 18 Numeric 1000.00 Scheduled principal of Specially
balance Serviced loans
In Bankruptcy - number 19 Numeric 1 Number of loans in bankruptcy - included
in delinquency aging category
In Bankruptcy - scheduled 20 Numeric 1000.00 Scheduled principal balance of loans in
balance bankruptcy - included in delinquency
aging category
Prepaid loans - number 21 Numeric 1 Number of prepayments in full for the
current period
Prepaid loans - principal 22 Numeric 1000.00 Principal balance of loans prepaid in
full for the current period.
Total unscheduled principal 27+28 23 Numeric 1000.00 Includes prepayments in full, partial
pre-payments, curtailments in the
current period
Total Penalty for the period 24 Numeric 1000.00 The aggregate prepayment or yield
maintenance penalties on the loans for
the period.
Current realized losses (gains) 47 25 Numeric 1000.00 Realized losses (gain) in the current
period
Cumulative realized losses 26 Numeric 1000.00 Cumulative realized losses
Appraisal Reduction Amount 33 27 Numeric 1000.00 Total Current Appraisal Reduction
Allocated
Cumulative Appraisal Reduction 35 28 Numeric 1000.00 Total Cumulative Appraisal Reduction
Allocated
Total P&I Advance Outstanding 37 29 Numeric 1000.00 Outstanding P&I Advances At The End Of
The Current Period
Total T&I Advance Outstanding 38 30 Numeric 1000.00 Outstanding Taxes & Insurance Advances
At The End Of The Current Period
Other Expense Advance 39 31 Numeric 1000.00 Other Outstanding Advances At The End Of
Outstanding The Current Period
Reserve Balances 32 Numeric 1000.00 Balance of cash or equivalent reserve
accounts pledged as credit enhancement
LOC Balances 33 Numeric 1000.00 Balance of letter of credit reserve
accounts pledged as credit enhancement
Amortization WAM 34 Numeric 333 Weighted average maturity based on
amortization term
Maturity WAM 35 Numeric 333 Weighted average maturity based on term
to maturity
Calculated WAC 36 Numeric 0.105 Weighted average coupon used to
calculate gross interest
040298 Date the
interest
accrual
period
began
050198 Date the
interest
accrual
period
ended
043098 Date
security
had to
held on to
be due
this
payment
</TABLE>
1
<PAGE> 347
EXHIBIT E-13
FORM OF FINANCIAL FILE
[See Attached Schedule]
1
<PAGE> 348
<TABLE>
<S> <C>
---------------------------------------------------------------------------------------------------------------------
ATTACHMENT A:
---------------------------------------------------------------------------------------------------------------------
CMSA FINANCIAL FILE - CATEGORY CODE MATRIX
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
PROPERTY TYPE
---------------------------------------------------------------------------------------------------------------------
CODE/ MULTI- HEALTH
---------------------------------------------------------------------------------------------------------------------
SORT ORDER DESCRIPTION COMMERCIAL FAMILY CARE LODGING
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
INCOME
----------------------------------------------------------------------------------------------------------
010GROSRNT Gross Potential Rent X X X
----------------------------------------------------------------------------------------------------------
020VACANCY Less: Vacancy/Collection Loss X X X
----------------------------------------------------------------------------------------------------------
030BASERNT Base Rent X X
----------------------------------------------------------------------------------------------------------
040EXPREMB Expense Reimbursement X
----------------------------------------------------------------------------------------------------------
050PCTRENT Percentage Rent X
----------------------------------------------------------------------------------------------------------
060ROOMREV Room Revenue X
----------------------------------------------------------------------------------------------------------
070FOODBEV Food & Beverage Revenues X
----------------------------------------------------------------------------------------------------------
080PHONE Telephone Revenue X
----------------------------------------------------------------------------------------------------------
090OTHDREV Other Departmental Revenue X
----------------------------------------------------------------------------------------------------------
100PVTPAY Private Pay X
----------------------------------------------------------------------------------------------------------
110MEDCARE Medicare/Medicaid X
----------------------------------------------------------------------------------------------------------
120NURSING Nursing/Medical Income X
----------------------------------------------------------------------------------------------------------
130MEALS Meals Income X
----------------------------------------------------------------------------------------------------------
140LAUNDRY Laundry/Vending Income X
----------------------------------------------------------------------------------------------------------
150PARKING Parking Income X X
----------------------------------------------------------------------------------------------------------
160OTHERIN Other Income X X X X
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
EXPENSES 270ROOMS Room (Department) X
----------------------------------------------------------------------------------------------------------
280FOODBEV Food & Beverage (Departmental) X
----------------------------------------------------------------------------------------------------------
290PHONE Telephone Expenses (Departmental) X
----------------------------------------------------------------------------------------------------------
300OTHDEPT Other Dept. Expenses X
----------------------------------------------------------------------------------------------------------
310RETAXES Real Estate Taxes X X X X
----------------------------------------------------------------------------------------------------------
320PROPINS Property Insurance X X X X
----------------------------------------------------------------------------------------------------------
330UTILITI Utilities X X X X
----------------------------------------------------------------------------------------------------------
340REPAIRS Repairs and Maintenance X X X X
----------------------------------------------------------------------------------------------------------
350JANITOR Janitorial X
----------------------------------------------------------------------------------------------------------
360FRANCHI Franchise Fee X
----------------------------------------------------------------------------------------------------------
370MANAGEM Management Fees X X X X
----------------------------------------------------------------------------------------------------------
380PAYROLL Payroll & Benefits X X X X
----------------------------------------------------------------------------------------------------------
390MARKETI Advertising & Marketing X X X X
----------------------------------------------------------------------------------------------------------
400PROFESS Professional Fees X X X X
----------------------------------------------------------------------------------------------------------
410GENERAL General and Administrative X X X X
----------------------------------------------------------------------------------------------------------
420ROOMS Room Expense - Housekeeping X
----------------------------------------------------------------------------------------------------------
430MEALS Meal expense X
----------------------------------------------------------------------------------------------------------
440OTHEREX Other Expenses X X X X
----------------------------------------------------------------------------------------------------------
450GROUNDR Ground Rent X X X X
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
RESRV & 490LEASING Leasing Commissions X
CAPEX
----------------------------------------------------------------------------------------------------------
500TENANTI Tenant Improvements X
----------------------------------------------------------------------------------------------------------
510CAPEX Capital Expenditures X X X X
----------------------------------------------------------------------------------------------------------
520EXCAPEX Extraordinary Capital X X X X
Expenditures
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
DATA TYPES
---------------------------------------------------------------------------------------------------------------------
YTD Current Year - Year to Date
---------------------------------------------------------------------------------------------------------------------
AN Annual (prior 12 months' data...fiscal year - audited)
---------------------------------------------------------------------------------------------------------------------
TR Trailing 12 months' data
---------------------------------------------------------------------------------------------------------------------
UB Underwriting Base Line
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
STATEMENT TYPES
---------------------------------------------------------------------------------------------------------------------
BOR Borrower's Statement (as submitted)
---------------------------------------------------------------------------------------------------------------------
ADJ Adjustments to Borrower's Statement
---------------------------------------------------------------------------------------------------------------------
NOR Normalized Statement (to CMSA format)
---------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 349
EXHIBIT F-1A
FORM I OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York 10001
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2000-C1, Class ______ Certificates [having an initial
aggregate Certificate Principal Balance as of June __,
2000 (the "Closing Date") of $__________]
[evidencing a ____% Percentage Interest in the related
Class]
Dear Sirs:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of June 1, 2000, among Salomon Brothers Mortgage
Securities VII, Inc., as Depositor, GMAC Commercial Mortgage Corporation, as
Master Servicer and as Special Servicer, and Norwest Bank Minnesota, National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred
1
<PAGE> 350
Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), or would render the disposition of the Transferred
Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.
3. The Transferor and any person acting on behalf of the Transferor
in this matter reasonably believe that the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act (a "Qualified Institutional Buyer") purchasing for its own
account or for the account of another person that is itself a Qualified
Institutional Buyer. In determining whether the Transferee is a Qualified
Institutional Buyer, the Transferor and any person acting on behalf of the
Transferor in this matter has relied upon the following method(s) of
establishing the Transferee's ownership and discretionary investments of
securities (check one or more):
___ (a) The Transferee's most recent publicly available financial
statements, which statements present the information as of a date
within 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. purchaser and within 18 months
preceding such date of sale in the case of a foreign purchaser; or
___ (b) The most recent publicly available information appearing in
documents filed by the Transferee with the Securities and Exchange
Commission or another United States federal, state, or local
governmental agency or self-regulatory organization, or with a
foreign governmental agency or self-regulatory organization, which
information is as of a date within 16 months preceding the date of
sale of the Transferred Certificates in the case of a U.S.
purchaser and within 18 months preceding such date of sale in the
case of a foreign purchaser; or
___ (c) The most recent publicly available information appearing in a
recognized securities manual, which information is as of a date
within 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. purchaser and within 18 months
preceding such date of sale in the case of a foreign purchaser; or
___ (d) A certification by the chief financial officer, a person
fulfilling an equivalent function, or other executive officer of
the Transferee, specifying the amount of securities owned and
invested on a discretionary basis by the Transferee as of a
specific date on or since the close of the Transferee's most recent
fiscal year, or, in the case of a Transferee that is a member of a
"family of investment companies", as that term is defined in Rule
144A, a certification by an executive officer of the investment
adviser specifying the amount of securities owned by the "family of
investment companies" as of a specific date on or since the close
of the Transferee's most recent fiscal year.
___ (e) Other. (Please specify brief description of method) __________
4. The Transferor and any person acting on behalf of the Transferor
understand that in determining the aggregate amount of securities owned and
invested on a discretionary basis by an entity for purposes of establishing
whether such entity is a Qualified Institutional Buyer:
2
<PAGE> 351
(a) the following instruments and interests shall be excluded:
securities of issuers that are affiliated with such entity; securities
that are part of an unsold allotment to or subscription by such entity,
if such entity is a dealer; securities of issuers that are part of such
entity's "family of investment companies", if such entity is a
registered investment company; bank deposit notes and certificates of
deposit; loan participations; repurchase agreements; securities owned
but subject to a repurchase agreement; and currency, interest rate and
commodity swaps;
(b) the aggregate value of the securities shall be the cost of such
securities, except where the entity reports its securities holdings in
its financial statements on the basis of their market value, and no
current information with respect to the cost of those securities has
been published, in which case the securities may be valued at market;
and
(c) securities owned by subsidiaries of the entity that are
consolidated with the entity in its financial statements prepared in
accordance with generally accepted accounting principles may be
included if the investments of such subsidiaries are managed under the
direction of the entity, except that, unless the entity is a reporting
company under Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, securities owned by such subsidiaries may not be
included if the entity itself is a majority-owned subsidiary that would
be included in the consolidated financial statements of another
enterprise.
5. The Transferor or a person acting on its behalf has taken
reasonable steps to ensure that the Transferee is aware that the Transferor is
relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A.
6. The Transferor or a person acting on its behalf has furnished,
or caused to be furnished, to the Transferee all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement, and (e) all related matters, that the Transferee has
requested.
Very truly yours,
(Transferor)
By:
------------------------
Name:
Title:
3
<PAGE> 352
EXHIBIT F-1B
FORM II OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York 10001
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2000-C1, Class ______ Certificates [having an initial
aggregate Certificate Principal Balance as of June __,
2000 (the "Closing Date") of $__________]
[evidencing a ____% Percentage Interest in the related
Class]
Dear Sirs:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the captioned Certificates, (the "Transferred Certificates"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of June 1, 2000, among Salomon Brothers Mortgage
Securities VII, Inc., as Depositor, GMAC Commercial Mortgage Corporation, as
Master Servicer and as Special Servicer, and Norwest Bank Minnesota, National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred
1
<PAGE> 353
Certificates under the Securities Act of 1933, as amended (the "Securities
Act"), would render the disposition of the Transferred Certificates a violation
of Section 5 of the Securities Act or any state securities laws, or would
require registration or qualification of the Transferred Certificates pursuant
to the Securities Act or any state securities laws.
Very truly yours,
(Transferor)
By:
------------------------
Name:
Title:
2
<PAGE> 354
EXHIBIT F-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Street
New York, New York 10001
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2000-C1, Class ______ Certificates [having an initial
aggregate Certificate Principal Balance as of June __,
2000 (the "Closing Date") of $__________]
[evidencing a ____% Percentage Interest in the related
Class]
Dear Sirs:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of June 1, 2000, among Salomon Brothers Mortgage
Securities VII, Inc., as Depositor, GMAC Commercial Mortgage Corporation, as
Master Servicer and as Special Servicer, and Norwest Bank Minnesota, National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, that:
1. The Transferee is a "qualified institutional buyer" (a
"Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule
144A") under the Securities Act of 1933, as amended (the "Securities Act"), and
has completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it is being
made in reliance on Rule 144A. The Transferee is acquiring the Transferred
Certificates for its own account or for the account of another Qualified
Institutional Buyer, and understands that such Transferred Certificates may be
resold, pledged or transferred only (a) to a person reasonably believed to be a
Qualified Institutional Buyer that purchases for its own account or for the
account of another Qualified Institutional Buyer and to whom notice is given
that the resale, pledge or transfer is being made in reliance on Rule 144A, or
(b) pursuant to another exemption from registration under the Securities Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance
1
<PAGE> 355
and servicing of the Mortgage Loans, (d) the Pooling and Servicing Agreement and
the Trust Fund created pursuant thereto, and (e) all related matters, that it
has requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
(Transferee)
By:
-----------------------
Name:
Title:
2
<PAGE> 356
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
(Nominee)
By:
-----------------------
Name:
Title:
3
<PAGE> 357
ANNEX 1 TO EXHIBIT F-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and The Chase Manhattan Bank as Certificate Registrar, with
respect to the mortgage pass-through certificates being transferred (the
"Transferred Certificates") as described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because (i) the Transferee [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.
___ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking
institution organized under the laws of any state, U.S. territory
or the District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. bank, and not more than 18
months preceding such date of sale in the case of a foreign bank or
equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision
over any such institutions or is a foreign savings and loan
----------------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.
1
<PAGE> 358
association or equivalent institution and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto, as of a
date not more than 16 months preceding the date of sale of the
Transferred Certificates in the case of a U.S. savings and loan
association, and not more than 18 months preceding such date of
sale in the case of a foreign savings and loan association or
equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State, U.S.
territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940, as amended.
___ QIB Subsidiary. All of the Transferee's equity owners are
"qualified institutional buyers" within the meaning of Rule 144A.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such
2
<PAGE> 359
Person in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are
managed under such Person's direction. However, such securities were not
included if such Person is a majority-owned, consolidated subsidiary of another
enterprise and such Person is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.
5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Transferred Certificates
Yes No only for the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
8. Capitalized terms used but not defined herein have the
respective meanings ascribed thereto in the Pooling and Servicing Agreement
pursuant to which the Transferred Certificates were issued.
------------------------------
Print Name of Transferee
By:
--------------------------
Name:
Title:
Date:
3
<PAGE> 360
ANNEX 2 TO EXHIBIT F-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and The Chase Manhattan Bank, as Certificate Registrar, with
respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee certificate to which this
certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined
in Rule 144A because (i) the Transferee is an investment company registered
under the Investment Company Act of 1940, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.
____ The Transferee owned and/or invested on a discretionary basis
$___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $______________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment
4
<PAGE> 361
Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to
a repurchase agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, or owned by the Transferee's Family
of Investment Companies, the securities referred to in this paragraph were
excluded.
5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Transferred Certificates
Yes No only for the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.
5
<PAGE> 362
8. Capitalized terms used but not defined herein have the
respective meanings ascribed thereto in the Pooling and Servicing Agreement
pursuant to which the Transferred Certificates were issued.
Print Name of Transferee or Adviser
By:
------------------------
Name:
Title:
IF AN ADVISER:
Print Name of Transferee
-------------
Date:
--------------------------------
6
<PAGE> 363
EXHIBIT F-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York 10001
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2000-C1, Class ___ Certificates [having an initial
aggregate Certificate Principal Balance as of June __,
2000 (the "Closing Date") of $__________]
[evidencing a ____% Percentage Interest in the related
Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of June 1, 2000, among Salomon
Brothers Mortgage Securities VII, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and as Special Servicer, and Norwest Bank
Minnesota, National Association, as Trustee. All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the
Depositor, the Trustee, the Certificate Administrator or Certificate Registrar
is obligated so to register or qualify the Transferred Certificates, and (c)
neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless it is (i)
registered pursuant to the Securities Act and registered or qualified pursuant
to any applicable state securities laws or (ii) sold or transferred in a
transaction which is exempt from such registration and qualification and the
Certificate Registrar has received (A) a certificate from the prospective
transferor substantially in the form attached as Exhibit F-1A to the Pooling and
Servicing Agreement; (B) a certificate from the
1
<PAGE> 364
prospective transferor substantially in the form attached as Exhibit F-1B to the
Pooling and Servicing Agreement and a certificate from the prospective
transferee substantially in the form attached either as Exhibit F-2A or as
Exhibit F-2B to the Pooling and Servicing Agreement; or (C) an Opinion of
Counsel satisfactory to the Certificate Registrar that the transfer may be made
without registration under the Securities Act, together with the written
certification(s) as to the facts surrounding the transfer from the prospective
transferor and/or prospective transferee upon which such Opinion of Counsel is
based.
3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
(A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THE TRUST FUND IN WHICH THIS CERTIFICATE EVIDENCES AN INTEREST HAS NOT
BEEN REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). ACCORDINGLY,
THIS CERTIFICATE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT TO (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT (A "QUALIFIED INSTITUTIONAL BUYER")
OR (2) AN ACCREDITED INVESTOR WITHIN THE MEANING OF PARAGRAPH (1), (2),
(3) OR (7) OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT OR
AN ENTITY IN WHICH ALL THE EQUITY OWNERS CONSTITUTE ENTITIES DESCRIBED
IN SUCH PARAGRAPHS.
2
<PAGE> 365
4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto and (e) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
(Transferee)
By:
------------------------
Name:
Title:
Date:
3
<PAGE> 366
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.
(Nominee)
By:
-----------------------
Name:
Title:
4
<PAGE> 367
EXHIBIT G
FORM OF TRANSFEREE CERTIFICATE
IN CONNECTION WITH ERISA
(DEFINITIVE SUBORDINATED CERTIFICATES)
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, new York 10001
Re: Salomon Brothers Mortgage Securities VII, Inc.
Commercial Mortgage Pass-Through Certificates, Series
2000-C1, Class ______ Certificates [having an initial
Certificate Principal Balance as of June __, 2000 (the
"Closing Date") of $________] [evidencing
a _____% Percentage Interest in the related Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the captioned mortgage pass-through certificates (the "Transferred
Certificates") pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of June 1, 2000, among Salomon
Brothers Mortgage Securities VII, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and as Special Servicer, and Norwest Bank
Minnesota, National Association, as Trustee. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as Certificate Registrar, as follows (check the applicable
paragraph):
___ The Transferee is neither (A) a retirement plan or other employee
benefit plan or arrangement, including an individual retirement account
or annuity, a Keogh plan or a collective investment fund or separate
account in which such plans, accounts or arrangements are invested,
including an insurance company general account, that is subject to
ERISA or Section 4975 of the Code (each, a "Plan"), nor (B) a Person
who is directly or indirectly purchasing the Transferred Certificates
on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or
1
<PAGE> 368
___ The Transferee is using funds from an insurance company general account
to acquire the Transferred Certificates, however, the purchase and
holding of such Certificates by such Person is exempt from the
prohibited transaction provisions of Section 406 of ERISA and Section
4975 of the Code under Sections I and III of Prohibited Transaction
Class Exemption 95-60.
Very truly yours,
(Transferee)
By:
---------------------
Name:
Title:
2
<PAGE> 369
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
FOR TRANSFERS OF CLASS R CERTIFICATES
STATE OF )
) ss:
COUNTY OF )
____________________, being first duly sworn, deposes and says
that:
1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Salomon Brothers Mortgage
Securities VII, Inc., Commercial Mortgage Pass-Through Certificates, Series
2000-C1, Class R, evidencing a __% Percentage Interest in such Class (the
"Residual Interest Certificates")), a _________________ duly organized and
validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement pursuant to which the Residual Interest Certificates were
issued (the "Pooling and Servicing Agreement").
2. The Transferee (i) is, and as of the date of transfer will be, a
Permitted Transferee and will endeavor to remain a Permitted Transferee for so
long as it holds the Residual Interest Certificates, and (ii) is acquiring the
Residual Interest Certificates for its own account or for the account of another
prospective transferee from which it has received an affidavit in substantially
the same form as this affidavit. A "Permitted Transferee" is any Person other
than a "Disqualified Organization" or a "non-United States Person", but in
addition, if such Person is classified as a partnership under the Code, such
Person can only be a "Permitted Transferee" if all of its beneficial owners are
United States Persons. For this purpose, a "Disqualified Organization" means the
United States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income. A "non-United States Person" is any Person other than a "United
States Person". A "United States Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, an
estate whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States or a
trust as to which (i) a court in the United States is able to exercise primary
supervision over the administration of the trust and (ii) one or more United
States fiduciaries have the right to control all substantial decisions of the
trust or, to the extent provided in the Treasury regulations, a trust if it was
in existence on August 20, 1996 and if elected to be treated as a United States
Person).
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<PAGE> 370
3. The Transferee is aware (i) of the tax that would be imposed
under the Code on transfers of the Residual Interest Certificates to
non-Permitted Transferees; (ii) that such tax would be on the transferor or, if
such transfer is through an agent (which Person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such Person an affidavit that the transferee is a
Permitted Transferee and, at the time of transfer, such Person does not have
actual knowledge that the affidavit is false; and (iv) that the Residual
Interest Certificates may be a "noneconomic residual interest" within the
meaning of Treasury regulation Section 1.860E-1(c) and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer is to enable the transferor to impede the assessment or collection of
tax.
4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Interest Certificates if at any time during the
taxable year of the pass-through entity a non-Permitted Transferee is the record
holder of an interest in such entity. (For this purpose, a "pass-through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Interest Certificates by the Transferee
unless the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false. In addition, the Transferee is aware the Certificate Registrar will not
register any transfer of the Residual Interest Certificates to an entity
classified as a partnership under the Code unless at the time of transfer, all
of the beneficial owners of such entity are "United States Persons".
6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Interest Certificates will
only be owned, directly or indirectly, by a Permitted Transferee.
7. The Transferee's taxpayer identification number is
______________.
8. The Transferee has reviewed the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Interest Certificates (in particular, clause (ii)(A) of
Section 5.02(d) which authorizes the Trustee to deliver payments on the Residual
Interest Certificates to a Person other than the Transferee and clause (ii)(B)
of Section 5.02(d) which authorizes the Trustee to negotiate a mandatory sale of
the Residual Interest Certificates, in either case, in the event that the
Transferee holds such Residual Interest Certificates in violation of Section
5.02(d)); and the Transferee expressly agrees to be bound by and to comply with
such provisions.
9. No purpose of the Transferee relating to its purchase or any
sale of the Residual Interest Certificates is or will be to impede the
assessment or collection of any tax.
2
<PAGE> 371
10. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Interest Certificates as they become due, fully understanding that
it may incur tax liabilities in excess of any cash flows generated by the
Residual Interest Certificates.
11. The Transferee will, in connection with any transfer that it
makes of the Residual Interest Certificates, deliver to the Certificate
Registrar a representation letter substantially in the form of Exhibit H-2 to
the Pooling and Servicing Agreement in which it will represent and warrant,
among other things, that it is not transferring the Residual Interest
Certificates to impede the assessment or collection of any tax and that it has
at the time of such transfer conducted a reasonable investigation of the
financial condition of the proposed Transferee (or its current beneficial owners
if such Transferee is classified as a partnership under the Code) as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and has satisfied
the requirements of such provision.
3
<PAGE> 372
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ______ day of ______________.
[NAME OF TRANSFEREE]
By:
--------------------------
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
--------------------------------
[Assistant] Secretary
Personally appeared before me the above-named ____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ____________________ of the Transferee, and
acknowledged to me that he/she executed the same as his/her free act and deed
and the free act and deed of the Transferee
Subscribed and sworn before me this ______ day of
__________________, ________.
NOTARY PUBLIC
COUNTY OF
STATE OF __________
My Commission expires the _________ day of ___________, ____.
4
<PAGE> 373
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
CLASS R CERTIFICATES
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, new York 10001
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2000-C1, Class R Certificates, evidencing a ____%
Percentage Interest in such Class (the "Residual
Interest Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Residual Interest Certificates, pursuant to the Pooling and Servicing
Agreement, dated as of June 1, 2000 (the "Pooling and Servicing Agreement"),
among Salomon Brothers Mortgage Securities VII, Inc., as Depositor, GMAC
Commercial Mortgage Corporation, as Master Servicer and as Special Servicer, and
Norwest Bank Minnesota, National Association, as Trustee. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:
1. No purpose of the Transferor relating to the transfer of the
Residual Interest Certificates by the Transferor to the Transferee is or will be
to impede the assessment or collection of any tax.
2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.
3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) as contemplated by Treasury regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became
due and has found no significant evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Interest Certificates may not be
respected for United States income tax purposes (and the
1
<PAGE> 374
Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.
Very truly yours,
(Transferor)
By:
---------------------
Name:
Title:
2
<PAGE> 375
EXHIBIT I-1
FORM OF NOTICE AND ACKNOWLEDGMENT
CONCERNING REPLACEMENT OF SPECIAL SERVICER
[date]
Moody's Investors Service
99 Church Street, 6th Floor
New York, New York 10007
Attention: Commercial MBS
Monitoring Department
Standards & Poor's Ratings Service,
a division of The
McGraw Hill Companies, Inc.
55 Water Street
41st Floor
New York, New York 10041
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2000-C1
Ladies and Gentlemen:
This notice is being delivered pursuant to Section 6.06 of the
Pooling and Servicing Agreement, dated as of June 1, 2000, and relating to
Salomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C1 (the "Agreement"). Capitalized terms used but not
otherwise defined herein shall have respective meanings assigned to them in the
Agreement.
Notice is hereby given that the Holders of Certificates evidencing
a majority of the Voting Rights allocated to the Controlling Class have
designated __________________ to serve as the Special Servicer under the
Agreement.
The designation of _______________________________as Special
Servicer will become final if certain conditions are met and each Rating Agency
delivers to Norwest Bank Minnesota, National Association, the trustee under the
Agreement (the "Trustee"), written confirmation that if the person designated to
become the Special Servicer were to serve as such, such event would not result
in the qualification, downgrade or withdrawal of the rating or ratings assigned
to one or more Classes of the Certificates. Accordingly, such confirmation is
hereby requested as soon as possible.
1
<PAGE> 376
Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.
Very truly yours,
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
By:
---------------------
Name:
Title:
Receipt acknowledged:
MOODY'S INVESTORS SERVICE
By:
-----------------------
Name:
Title:
Date:
STANDARD & POOR'S RATINGS SERVICE,
A division of The McGraw-Hill Companies, Inc.
By:
-----------------------
Name:
Title:
Date:
2
<PAGE> 377
EXHIBIT I-2
FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER
June __, 2000
Norwest Bank Minnesota,
National Association
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
GMAC Commercial Mortgage Corporation
200 Witmer Road
P. O. Box 1015
Horsham, Pennsylvania 19044
Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York 10013
Re: Salomon Brothers Mortgage Securities VII, Inc.
Commercial Mortgage Pass-Through Certificates, Series
2000-C1
Ladies and Gentlemen:
Pursuant to Section 6.06 of the Pooling and Servicing Agreement,
dated as of June 1, 2000 relating to Salomon Brothers Mortgage Securities VII,
Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-C1 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 2.06 of the Agreement, with the following
corrections with respect to type of entity and jurisdiction of organization:
___________________________.
By:
-------------------------
Name:
Title:
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EXHIBIT J
FORM OF UCC-1 FINANCING STATEMENT
DEBTOR:
Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York 10013
SECURED PARTY:
Norwest Bank Minnesota, National Association
as Trustee for the registered holders of
Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates,
Series 2000-C1
45 Broadway, 12th Floor
New York, New York 10006
TEXT:
See Exhibit 1 Attached Hereto
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EXHIBIT 1 TO EXHIBIT J
This Exhibit 1 is attached to and incorporated in a financing
statement pertaining to Salomon Brothers Mortgage Securities VII, Inc., as
depositor (referred to as the "Debtor" for the purpose of this financing
statement only), and Norwest Bank Minnesota, National Association, as trustee
for the holders of the Series 2000-C1 Certificates (referred to as the "Secured
Party" for purposes of this financing statement only), under that certain
Pooling and Servicing Agreement, dated as of June 1, 2000 (the "Pooling and
Servicing Agreement"), among the Debtor as depositor, the Secured Party as
trustee, GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer") and as special servicer (in such capacity, the
"Special Servicer"), relating to the issuance of the Debtor's Commercial
Mortgage Pass-Through Certificates, Series 2000-C1 (collectively, the "Series
2000-C1 Certificates"). Capitalized terms used herein and not defined shall have
the respective meanings given to them in the Pooling and Servicing Agreement.
The attached financing statement covers all of the Debtor's right (including the
power to convey title thereto), title and interest in and to the Trust Fund
created pursuant to the Pooling and Servicing Agreement, consisting of the
following:
1. The mortgage notes or other evidence of indebtedness
of a borrower (the "Mortgage Notes") with respect to
the mortgage loans (the "Mortgage Loans") listed on
the Mortgage Loan Schedule to the Pooling and
Servicing Agreement, which Mortgage Loan Schedule is
attached hereto as Exhibit A;
2. The related mortgages, deeds of trust or other similar
instruments securing such Mortgage Notes (the
"Mortgages");
3. With respect to each Mortgage Note and each Mortgage,
each other legal, credit and servicing document
related to such Mortgage Note and Mortgage
(collectively, with such related Mortgage Note and
Mortgage, the "Mortgage Loan Documents");
4. (a) the Collection Account maintained by the Master
Servicer pursuant to the Pooling and Servicing
Agreement, (b) all funds from time to time on deposit
in the Collection Account, (c) the investments of any
such funds consisting of securities, instruments or
other obligations, and (d) the general intangibles
consisting of the contractual right to payment,
including, without limitation, the right to payments
of principal and interest and the right to enforce the
related payment obligations, arising from or under any
such investments;
5. All REO Property;
6. (a) the REO Account required to be maintained by the
Special Servicer pursuant to the Pooling and Servicing
Agreement, (b) all funds from time to time on deposit
in the REO Account, (c) the investments of any such
funds consisting of securities, instruments or other
obligations, and (d) the general intangibles
consisting of the contractual right to payment,
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including, without limitation, the right to payments
of principal and interest and the right to enforce the
related payment obligations, arising from or under any
such investments;
7. (a) the Servicing Account(s) and Reserve Account(s)
required to be maintained by the Master Servicer or
Special Servicer pursuant to the Pooling and Servicing
Agreement, and (b) all funds from time to time on
deposit in the Servicing Account(s) and Reserve
Account(s);
8. (a) the Distribution Account required to be maintained
by the Secured Party pursuant to the Pooling and
Servicing Agreement, (b) all funds from time to time
on deposit in the Distribution Account, (c) the
investments of any such funds consisting of
securities, instruments or other obligations, and (d)
the general intangibles consisting of the contractual
right to payment, including, without limitation, the
right to payments of principal and interest and the
right to enforce the related payment obligations,
arising from or under any such investments;
9. All insurance policies, including the right to
payments thereunder, with respect to the Mortgage
Loans required to be maintained pursuant to the
Mortgage Loan Documents and the Pooling and Servicing
Agreement, transferred to the Trust and to be serviced
by the Master Servicer or Special Servicer; and
10. All income, payments, products and proceeds of any of
the foregoing, together with any additions thereto or
substitutions therefor.
THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN THE
MORTGAGE NOTES, THE RELATED MORTGAGES AND THE OTHER MORTGAGE LOAN DOCUMENTS, AND
THIS FILING SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT A SALE HAS NOT
OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN INSTRUMENT WITHIN THE MEANING OF THE
UNIFORM COMMERCIAL CODE OR THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP
OR SECURITY INTEREST OF THE SECURED PARTY IN ANY MORTGAGE NOTE, MORTGAGE OR
OTHER MORTGAGE LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES,
INSTRUMENTS AND OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT
ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A
CERTIFICATED SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE
UNIFORM COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD
THIS FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY
TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY IN THE
CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT
OBLIGATIONS, ARISING FROM OR UNDER ANY
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SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION (INCLUDING, WITHOUT LIMITATION,
ANY PERMITTED INVESTMENT). WITH RESPECT TO THE FOREGOING, THIS FILING IS MADE
ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD PARTIES.
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EXHIBIT A
MORTGAGE LOAN SCHEDULE
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EXHIBIT K
CALCULATION OF NET OPERATING INCOME
With respect to any Mortgaged Property, "Net Operating Income"
shall mean for each fiscal year or portion thereof, (i) the related Operating
Income allocable to such period, less (ii) the related Operating Expenses
allocable to such period, and less (iii) any Contractual Recurring Replacement
Reserve for such Mortgaged Property as indicated in the Prospectus Supplement
dated June 5, 2000 relating to Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-C1 (the amounts
described in this clause (iii) to be prorated if "Net Operating Income" is being
calculated for less than a full fiscal year).
With respect to any Mortgaged Property "Operating Income" shall
mean, for each fiscal year or portion thereof, all revenue derived by the
related Mortgagor arising from the Mortgaged Property, including, without
limitation, rental revenues (whether denominated as basic rent, additional rent,
percentage rent, escalation payments, electrical payments or otherwise) and
other fees and charges payable pursuant to leases or otherwise in connection
with the Mortgaged Property, and rent insurance proceeds. Operating Income shall
not include (a) insurance proceeds (other than proceeds of business interruption
or other similar insurance allocable to the applicable period) and condemnation
awards (other than awards arising from a temporary taking or the use and
occupancy of all or part of the applicable Mortgaged Property allocable to the
applicable period), or interest accrued on such proceeds or awards, (b) proceeds
of any financing, (c) proceeds of any sale, exchange or transfer of the
Mortgaged Property or any part thereof or interest therein, (d) capital
contributions or loans to the Mortgagor or an Affiliate of the Mortgagor, (e)
any item of income otherwise includible in Operating Income but paid directly by
any tenant to a Person other than the Mortgagor except for real estate taxes
paid directly to any taxing authority by any tenant, (f) any other
extraordinary, non-recurring revenues, (g) rent paid by or on behalf of any
lessee under space lease which is the subject of any proceeding or action
relating to its bankruptcy, reorganization or other arrangement pursuant to
federal bankruptcy law or any similar federal or state law or which has been
adjudicated a bankrupt or insolvent, unless such space lease has been affirmed
by the trustee in such proceeding or action, or (h) rent paid by or on behalf of
any lessee under a space lease the demised premises of which are not occupied
either by such lessee or by a sublessee thereof.
With respect to any Mortgaged Property "Operating Expenses" shall
mean, for each fiscal year or portion thereof, all expenses directly
attributable to the operation, repair and/or maintenance of the Mortgaged
Property, including, without limitation, impositions, insurance premiums,
management fees, payments to third party suppliers, and costs attributable to
the operation, repair and maintenance of the systems for heating, ventilating
and air conditioning, and actually paid for by the Mortgagor. Operating Expenses
shall not include interest, principal and premium, if any, due under the
Mortgage Note or otherwise in connection with any other secured indebtedness,
income taxes, extraordinary capital improvements costs, or any non-cash charge
or expense such as depreciation.
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EXHIBIT L-1
INFORMATION REQUEST FROM CERTIFICATEHOLDER
OR CERTIFICATE OWNER
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, new York 10001
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2000-C1
In accordance with the Pooling and Servicing Agreement, dated as of
June 1, 2000 (the "Pooling and Servicing Agreement"), among Salomon Brothers
Mortgage Securities VII, Inc., as depositor (the "Depositor"), GMAC Commercial
Mortgage Corporation, as master servicer and as special servicer, and Norwest
Bank Minnesota, National Association, as trustee (the "Trustee"), with respect
to the Salomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2000-C1 (the "Certificates"), the undersigned
hereby certifies and agrees as follows:
1. The undersigned is a beneficial holder of $___________
aggregate [Certificate Principal Balance/Certificate
Notional Amount] of the Class ____ Certificates.
2. The undersigned is requesting access to the following
information (the "Information"):
___ The information on the Certificate
Administrator's Internet Website pursuant to
Section 4.02(a) of the Pooling and Servicing
Agreement.
___ The information identified on the schedule
attached hereto pursuant to Section 8.12(b)
of the Pooling and Servicing Agreement.
3. In consideration of the Certificate Administrator's
disclosure to the undersigned of the Information, the
undersigned will keep the Information confidential
(except from such outside persons as are assisting it
in evaluating the Information), and such Information
will not, without the prior written consent of the
Certificate Administrator, be disclosed by the
undersigned or by its officers, directors, partners
employees, agents or representatives (collectively,
the "Representatives") in any manner whatsoever, in
whole or in part; provided that the undersigned may
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provide all or any part of the Information to any
other person or entity that holds or is contemplating
the purchase of any Certificate or interest therein,
but only if such person or entity confirms in writing
such ownership interest or prospective ownership
interest and agrees to keep it confidential; and
provided that the undersigned may provide all or any
part of the Information to its auditors, legal counsel
and regulators.
4. The undersigned will not use or disclose the
Information in any manner which could result in a
violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended, or would
require registration of any Privately Offered
Certificate (as defined in the Pooling and Servicing
Agreement) pursuant to Section 5 of the Securities
Act.
IN WITNESS WHEREOF, the undersigned has caused its name to be
signed hereto by its duly authorized officer, as of the day and year written
above.
[BENEFICIAL HOLDER OF A
CERTIFICATE]
By:
--------------------------
Name:
Title:
Telephone No.:
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EXHIBIT L-2
INFORMATION REQUEST FROM PROSPECTIVE INVESTOR
[date]
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, new York 10001
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2000-C1
In accordance with the Pooling and Servicing Agreement, dated as of
June 1, 2000 (the "Pooling and Servicing Agreement"), among Salomon Brothers
Mortgage Securities VII, Inc., as depositor (the "Depositor"), GMAC Commercial
Mortgage Corporation, as master servicer and as special servicer, and Norwest
Bank Minnesota, National Association, as trustee (the "Trustee"), with respect
to the Salomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2000-C1 (the "Certificates"), the undersigned
hereby certifies and agrees as follows:
1. The undersigned is contemplating an investment in the
Class ____ Certificates.
2. The undersigned is requesting access to the following
information (the "Information") for use in evaluating
such possible investment:
___ The information on the Certificate
Administrator's Internet Website pursuant to
Section 4.02(a) of the Pooling and Servicing
Agreement.
___ The information identified on the schedule
attached hereto pursuant to Section 8.12(b)
of the Pooling and Servicing Agreement.
3. In consideration of the Certificate Administrator's
disclosure to the undersigned of the Information, the
undersigned will keep the Information confidential
(except from such outside persons as are assisting it
in making the investment decision described in
paragraphs 1 and 2), and such Information will not,
without the prior written consent of the Certificate
Administrator, be disclosed by the undersigned or by
its officers, directors, partners employees, agents or
representatives (collectively, the "Representatives")
in any manner whatsoever, in whole or in part;
provided that in the event the undersigned purchases
any Certificate or any
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interest in any Certificate, the undersigned may
provide all or any part of the Information to any
other person or entity that holds or is contemplating
the purchase of any Certificate or interest therein,
but only if such person or entity confirms in writing
such ownership interest or prospective ownership
interest and agrees to keep it confidential; and
provided that the undersigned may provide all or any
part of the Information to its auditors, legal counsel
and regulators.
4. The undersigned will not use or disclose the
Information in any manner which could result in a
violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended, or would
require registration of any Privately Offered
Certificate (as defined in the Pooling and Servicing
Agreement) pursuant to Section 5 of the Securities
Act.
IN WITNESS WHEREOF, the undersigned has caused its name to be
signed hereto by its duly authorized officer, as of the day and year written
above.
[PROSPECTIVE PURCHASER]
By:
-----------------------------
Name:
Title:
Telephone No.:
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EXHIBIT M-1
FORM OF SBRC MORTGAGE LOAN PURCHASE
AGREEMENT
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MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated
and effective as of June 5, 2000, between Salomon Brothers Realty Corp., a New
York corporation ("SBRC"), as seller (in such capacity, together with its
successors and permitted assigns hereunder, the "Seller"), and Salomon Brothers
Mortgage Securities VII, Inc., a Delaware corporation ("SBMS VII"), as purchaser
(in such capacity, together with its successors and permitted assigns hereunder,
the "Purchaser").
RECITALS
SBRC desires to sell, assign, transfer and otherwise convey to SBMS
VII, without recourse, and SBMS VII desires to purchase, subject to the terms
and conditions set forth herein, the multifamily and commercial mortgage loans
(the "Mortgage Loans") identified on the schedule annexed hereto as Exhibit A
(the "Mortgage Loan Schedule"), as such schedule may be amended from time to
time pursuant to the terms hereof.
A real estate mortgage investment conduit ("REMIC") election has
been made with respect to each of 18 Mortgage Loans (the resulting REMICs being
herein referred to as "Loan REMICs"), for federal income tax purposes. SBRC also
desires to sell, assign, transfer and otherwise convey to SBMS VII, without
recourse, and SBMS VII desires to purchase, subject to the terms and conditions
set forth herein, the regular interests (the "Loan REMIC Regular Interests") and
residual interests (the "Loan REMIC Residual Interests"; and, collectively with
the Loan REMIC Regular Interests, the "Loan REMIC Interests") in the Loan
REMICs.
SBMS VII intends to create a trust (the "Trust"), the primary
assets of which will be the Mortgage Loans, certain other multifamily and
commercial mortgage loans (the "Other Loans"; and, together with the Mortgage
Loans, the "Securitized Loans") and the Loan REMIC Interests. Beneficial
ownership of the assets of the Trust (such assets collectively, the "Trust
Fund") will be evidenced by a series of mortgage pass-through certificates (the
"Certificates"). Certain classes of the Certificates will be rated by Standard &
Poor's Ratings Services, a Division of the McGraw-Hill Companies, Inc. and
Moody's Investors Service, Inc. (together, the "Rating Agencies"). Certain
classes of the Certificates (the "Registered Certificates") will be registered
under the Securities Act of 1933, as amended (the "Securities Act"). The Trust
will be created and the Certificates will be issued pursuant to a pooling and
servicing agreement to be dated as of June 1, 2000 (the "Pooling and Servicing
Agreement"), among SBMS VII as depositor, GMAC Commercial Mortgage Corporation,
as master servicer (in such capacity, the "Master Servicer") and as special
servicer (in such capacity, the "Special Servicer"), and Norwest Bank Minnesota,
National Association as trustee (the "Trustee"). Capitalized terms used but not
otherwise defined herein have the respective meanings assigned to them in the
Pooling and Servicing Agreement as in full force and effect on the Closing Date
(as defined in Section 1 hereof). It is anticipated that SBMS VII will transfer
the Mortgage Loans and the Loan
<PAGE> 390
REMIC Interests to the Trust contemporaneously with its purchase of the Mortgage
Loans and the Loan REMIC Interests hereunder.
SBMS VII intends to sell the Registered Certificates to Salomon
Smith Barney Inc. ("Salomon"), Greenwich Capital Markets, Inc. ("Greenwich
Capital"), and Chase Securities Inc. ("Chase"), pursuant to an underwriting
agreement, dated the date hereof (the "Underwriting Agreement"), among SBMS VII,
Salomon, Greenwich Capital and Chase; and SBMS VII intends to sell the remaining
Certificates (the "Non-Registered Certificates") to Salomon, Greenwich Capital,
and Chase, pursuant to a certificate purchase agreement, dated the date hereof
(the "Certificate Purchase Agreement"), among SBMS VII, Salomon, Greenwich
Capital and Chase. The Registered Certificates are more fully described in the
prospectus dated June 5, 2000 (the "Basic Prospectus"); and the supplement to
the Basic Prospectus dated June 5, 2000 (the "Prospectus Supplement"; and,
together with the Basic Prospectus, the "Prospectus") as each may be amended or
supplemented any time hereafter. The Non-Registered Certificates are more fully
described in the private placement memorandum dated June 5, 2000 (the
"Memorandum"), as it may be amended or supplemented at any time hereafter.
SBRC will indemnify SBMS VII, Salomon, Greenwich Capital, Chase and
certain related parties with respect to the disclosure regarding the Mortgage
Loans and SBRC contained in the Prospectus, the Memorandum and certain other
disclosure documents and offering materials relating to the Certificates,
pursuant to an indemnification agreement, dated the date hereof (the
"Indemnification Agreement"), among SBRC, SBMS VII, Salomon, Greenwich Capital
and Chase.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, assign, transfer and otherwise convey
(without recourse) to the Purchaser, and the Purchaser agrees to purchase,
subject to the terms and conditions set forth herein, the Mortgage Loans and the
Loan REMIC Interests. The purchase and sale of the Mortgage Loans and the Loan
REMIC Interests shall take place on June 28, 2000 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). As of the close
of business on June 1, 2000 (the "Cut-off Date"), the Mortgage Loans will have
an aggregate principal balance, after application of all payments of principal
due on the Mortgage Loans on or before such date, whether or not received, of
$227,276,522, subject to a variance of plus or minus 5%. The purchase price for
the Mortgage Loans and the Loan REMIC Interests shall be as set forth in the
price confirmation between the Seller and the Purchaser, and shall be paid to
the Seller by wire transfer in immediately available funds on the Closing Date
(or by such other method as shall be mutually acceptable to the parties hereto).
SECTION 2. Conveyance of the Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of
the purchase price referred to in Section 1 hereof, the Seller does hereby
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller
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in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such
date and any and all related Loan REMIC Interests. The Seller shall, within 15
days of the discovery of an error on the Mortgage Loan Schedule, amend such
Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case
may be, an amended Mortgage Loan Schedule. The Mortgage Loan Schedule, as it may
be amended, shall conform to the requirements set forth in this Agreement.
(b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong to the Seller).
(c) On or before the Closing Date, the Seller shall, at its
expense, deliver or cause to be delivered to the Purchaser or its designee the
Mortgage File and any Additional Collateral (other than reserve funds) with
respect to each Mortgage Loan. Unless the Purchaser notifies the Seller in
writing to the contrary, the designated recipient of the items described in the
preceding sentence shall be the Trustee.
If the Seller cannot deliver on the Closing Date any original or
certified recorded document or original policy of title insurance which is to be
delivered as part of the related Mortgage File, solely because the Seller is
delayed in making such delivery by reason of the fact that such original or
certified recorded document has not been returned by the appropriate recording
office or such original policy of title insurance has not yet been issued, then
the Seller shall notify the Purchaser, in writing, of such delay (unless the
Trustee shall have provided the Purchaser with an exception report indicating
such delay), and the Seller shall deliver such documents to the Purchaser or its
designee promptly upon the Seller's receipt thereof.
In addition, the Seller shall, at its expense, deliver to and
deposit with, or cause to be delivered to and deposited with, the Purchaser or
its designee, on or before the Closing Date, the following items: (i) copies of
the Mortgage Files for the respective Original Mortgage Loans, (ii) originals or
copies of all financial statements, appraisals, environmental/ engineering
reports, leases, rent rolls and tenant estoppels in the possession or under the
control of the Seller that relate to the Mortgage Loans and, to the extent they
are not required to be a part of a Mortgage File in accordance with the
definition thereof, originals or copies of all documents, certificates and
opinions in the possession or under the control of the Seller that were
delivered by or on behalf of the related Borrowers in connection with the
origination of the Mortgage Loans; and (iii) all unapplied reserve funds and
escrow payments in the possession or under the control of the Seller that relate
to the Mortgage Loans. Unless the Purchaser notifies the Seller in writing to
the contrary, the designated recipient of the items described in clauses (i) -
(iii) of the preceding sentence shall be the Master Servicer.
The Seller shall also provide to the Purchaser or its designee the
initial data on the Mortgage Loans (as of the Closing Date or the most recent
earlier date for which such date is available) contemplated by the Loan Set-up
File, the Loan Periodic Update File, the Operating Statement Analysis Report and
the Property File.
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(d) The Seller shall be responsible for all costs and expenses
associated with recording and/or filing any and all assignments and other
instruments of transfer with respect to the Mortgage Loans that are required to
be recorded or filed, as the case may be, under the Pooling and Servicing
Agreement; provided that the Seller shall not be responsible for actually
recording or filing any such assignments or other instruments of transfer. If
any such assignment or other instrument of transfer is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, and the
Seller is given notice to this effect by the Purchaser or its designee, the
Seller shall prepare or cause the preparation of a substitute therefor or cure
such defect, as the case may be. The Seller shall provide the Purchaser or its
designee with a power of attorney to enable it or them to record any loan
documents that the Purchaser has been unable to record.
(e) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller shall report its transfer of the
Mortgage Loans and the Loan REMIC Interests to the Purchaser, as provided
herein, as a sale of those assets to the Purchaser in exchange for the
consideration specified in Section 1 hereof. In connection with the foregoing,
the Seller shall cause all of its records to reflect such transfer as a sale (as
opposed to a secured loan).
(f) After the Seller's transfer of the Mortgage Loans and the Loan
REMIC Interests to the Purchaser, as provided herein, the Seller shall not take
any action inconsistent with the Purchaser's ownership of the Mortgage Loans and
the Loan REMIC Interests. Except for actions that are the express responsibility
of another party hereunder or under the Pooling and Servicing Agreement, and
further except for actions that the Seller is expressly permitted to complete
subsequent to the Closing Date, the Seller shall, on or before the Closing Date,
take all actions required under applicable law to effectuate the transfer of the
Mortgage Loans and the Loan REMIC Interests by the Seller to the Purchaser.
SECTION 3. Examination of Mortgage Loan Files and Due Diligence
Review.
The Seller shall reasonably cooperate with any examination of the
Mortgage Files for, and any other documents and records relating to, the
Mortgage Loans and the Loan REMICs, that may be undertaken by or on behalf of
the Purchaser. The fact that the Purchaser has conducted or has failed to
conduct any partial or complete examination of any of the Mortgage Files for,
and/or any of such other documents and records relating to, the Mortgage Loans
and the Loan REMICs, shall not affect the Purchaser's right to pursue any remedy
available in equity or at law for a breach of the Seller's representations and
warranties made pursuant to Section 4.
SECTION 4. Representations, Warranties and Covenants of the Seller.
(a) The Seller hereby makes, as of the Closing Date, to and for the
benefit of the Purchaser, each of the representations and warranties set forth
in Exhibit B.
(b) The Seller hereby makes, as of the Closing Date (or as of such
other date specifically provided in the particular representation or warranty)
to and for the benefit of the Purchaser, each of the representations and
warrantees set forth in Exhibit C.
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(c) It is understood and agreed that the representations and
warranties set forth in this Section 4 shall survive delivery of the respective
Mortgage Files to the Purchaser or its designee and shall inure to the benefit
of the Purchaser for so long as any of the Mortgage Loans and/or the Loan REMIC
Interests remains outstanding, notwithstanding any restrictive or qualified
endorsement or assignment.
SECTION 5. Notice of Breach; Cure, Repurchase and Substitution.
(a) Within 90 days of the earlier of discovery or receipt of notice
by the Seller that there has been a Material Breach or a Material Document
Defect, the Seller shall, subject to subsection (b) below, (i) cure such
Material Breach in all material respects or (ii) repurchase each affected
Mortgage Loan (each, a "Defective Mortgage Loan") at the related Purchase Price,
to be deposited or delivered in accordance with the directions of the Purchaser;
provided that if (i) any such Material Breach does not relate to whether the
Defective Mortgage Loan was, as of the Closing Date (or, in the case of a
Replacement Mortgage Loan, as of the related date of substitution), a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code (a "Qualified
Mortgage"), (ii) such Material Breach is capable of being cured but not within
such 90-day period, (iii) the Seller has commenced and is diligently proceeding
with the cure of such Material Breach within such 90-day period, (iv) the Seller
shall have delivered to the Purchaser a certification executed on behalf of the
Seller by an officer thereof setting forth the reason that such Material Breach
is not capable of being cured within the initial 90-day period and what actions
the Seller is pursuing in connection with the cure thereof and stating that the
Seller anticipates that such Material Breach will be cured within an additional
period not to exceed 90 more days, and (v) the Defective Mortgage Loan is not a
Specially Serviced Mortgage Loan under the Pooling and Servicing Agreement, then
the Seller shall have up to an additional 90 days to complete such cure or,
failing such, to repurchase the Defective Mortgage Loan; and provided, further,
that if the Seller's obligation to repurchase any Defective Mortgage Loan as a
result of a Material Breach or a Material Document Defect arises within the
three-month period commencing on the Closing Date (or within the two-year period
commencing on the Closing Date if the Defective Mortgage Loan is a "defective
obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and
Treasury Regulation Section 1.860G-2(f)) and if the Defective Mortgage Loan is
still subject to the Pooling and Servicing Agreement, the Seller may, at its
option, in lieu of repurchasing such Defective Mortgage Loan (but, in any event,
no later than such repurchase would have to have been completed), (x) replace
such Defective Mortgage Loan with one or more substitute mortgage loans that
individually and collectively satisfy the requirements of the definition of
"Qualifying Substitute Mortgage Loan" set forth in the Pooling and Servicing
Agreement, and (y) pay any corresponding Substitution Shortfall Amount, such
substitution and payment to be effected in accordance with the terms of the
Pooling and Servicing Agreement. Any such repurchase or replacement of a
Defective Mortgage Loan shall be on a whole loan, servicing released basis
(subject to any right of a Designated Sub-Servicer to continue to sub-service
such Defective Mortgage Loan as set forth in the related Designated Sub-Servicer
Agreement). The Seller shall have no obligation to monitor the Mortgage Loans
regarding the existence of a Material Breach or a Material Document Defect, but
if the Seller discovers a Material Breach with respect to a Mortgage Loan, it
will notify the Purchaser.
In connection with any repurchase of any of the Mortgage Loans held
by a Loan REMIC, pursuant to this Section 5(a), the Purchaser shall effect a
"qualified liquidation" of the
5
<PAGE> 394
related Loan REMIC in accordance with the REMIC Provisions. Any Replacement
Mortgage Loan substituted for any such Mortgage Loan, pursuant to this Section
5(a), shall be an asset of the related Loan REMIC.
Whenever one or more mortgage loans are substituted for a Defective
Mortgage Loan as contemplated by this Section 5(a), the Seller shall (i) deliver
the related Mortgage File for each such substitute mortgage loan to the
Purchaser or its designee, (ii) certify that such substitute mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case may be, all of
the requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such certification
to the Purchaser or its designee. No mortgage loan may be substituted for a
Defective Mortgage Loan as contemplated by this Section 5(a) if the Defective
Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which
case, absent cure of the relevant Material Breach or Material Document Defect,
the Defective Mortgage Loan will be required to be repurchased as contemplated
hereby. Monthly Payments due with respect to each Replacement Mortgage Loan (if
any) after the related date of substitution, and Monthly Payments due with
respect to each Defective Mortgage Loan (if any) after the Cut-off Date (or, in
the case of a Replacement Mortgage Loan, after the related date of substitution)
and on or prior to the related date of repurchase or replacement, shall belong
to the Purchaser and its successors and assigns. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) on or prior to the related
date of substitution, and Monthly Payments due with respect to each Defective
Mortgage Loan (if any) after the related date of repurchase or replacement,
shall belong to the Seller.
If any Defective Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 5(a), the Seller shall amend the Mortgage Loan
Schedule to reflect the removal of the Defective Mortgage Loan and, if
applicable, the substitution of the related Replacement Mortgage Loan(s) and
shall forward such amended schedule to the Purchaser.
For purposes of the application of remedies (but not for purposes
of determining if there is a Material Breach or Material Document Defect) under
this Section 5(a), any group of two or more Mortgage Loans that are
cross-collateralized with each other shall be treated as a single Mortgage Loan.
It is understood and agreed that the obligations of the Seller set
forth in this Section 5(a) to cure a Material Breach or a Material Document
Defect or repurchase or replace the related Defective Mortgage Loan(s),
constitute the sole remedies available to the Purchaser with respect to a Breach
or Document Defect.
(b) It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to Section 5(a) that (i) the
Trustee as assignee of the Purchaser shall have executed and delivered such
instruments of transfer or assignment then presented to it by the Seller, in
each case without recourse, as shall be necessary to vest in the Seller the
legal and beneficial ownership of such Defective Mortgage Loan (including any
property acquired in respect thereof or proceeds of any insurance policy with
respect thereto), to the extent that such ownership interest was transferred to
the Purchaser hereunder and (ii) the Purchaser or its assignee shall release or
cause the release to the Seller or its designee of the Mortgage File, any
Additional Collateral, the Servicing File and any Escrow Payments and/or
6
<PAGE> 395
Reserve Funds held by or on behalf of the Purchaser (or its assignee) with
respect to such Mortgage Loan.
(c) Promptly upon the receipt of notice from the Master Servicer
that the Borrower under the Mortgage Loan secured by the Mortgaged Property
identified on the Mortgage Loan Schedule as Heritage House intends to defease
the related Mortgage Loan prior to the second anniversary of the initial
issuance of the Certificates, the Seller shall repurchase such Mortgage Loan at
the related Purchase Price in accordance with the directions of the Master
Servicer.
SECTION 6. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall
be held at the offices of Sidley & Austin, 875 Third Avenue, New York, New York
10022 at 10:00 a.m., New York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller made
pursuant to Section 4 of this Agreement shall be true and
correct in all material respects as of the Closing Date;
(b) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to
the Purchaser and, in the case of the Pooling and Servicing
Agreement (insofar as it affects the obligations of the Seller
hereunder), to the Seller, shall be duly executed and delivered by
all signatories as required pursuant to the respective terms
thereof;
(c) The Seller shall have delivered and released to the Purchaser
or its designee, all documents and funds required to be so
delivered pursuant to Section 2 of this Agreement;
(d) The result of any examination of the Mortgage Files for, and
any other documents and records relating to, the Mortgage Loans and
the Loan REMICs performed by or on behalf of the Purchaser pursuant
to Section 3 hereof shall be satisfactory to the Purchaser in its
sole determination;
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been
complied with, and the Seller shall have the ability to comply with
all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(f) The Seller shall have paid all fees, costs and expenses payable
by it to the Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
7
<PAGE> 396
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents.
The Closing Documents shall consist of the following:
(a) This Agreement duly executed and delivered by the Purchaser and
the Seller;
(b) The Indemnification Agreement dated as of June 5, 2000, duly
executed and delivered by SBRC, the Depositor and each of Salomon, Greenwich
Capital and Chase;
(c) The Pooling and Servicing Agreement duly executed and delivered
by SBMS VII, the Master Servicer, the Special Servicer and the Trustee;
(d) An Officer's Certificate substantially in the form of Exhibit
D-1 hereto, executed by the Secretary or an assistant secretary of the Seller,
in his or her individual capacity, and dated the Closing Date, and upon which
the Purchaser, Salomon, Greenwich Capital, Chase and the Rating Agencies
(collectively, the "Interested Parties") may rely, attaching thereto as exhibits
the organizational documents of the Seller, as in full force and effect on the
date hereof, and the Resolutions described in (g) below;
(e) A certificate of good standing with respect to the Seller
issued by the Secretary of State of the State of New York dated not earlier than
10 days prior to the Closing Date;
(f) A certificate of the Seller substantially in the form of
Exhibit D-2 hereto, executed by an executive officer or authorized signatory of
the Seller and dated the Closing Date, and upon which the Interested Parties may
rely;
(g) Resolutions of the Seller authorizing the transactions
contemplated by this Agreement, which resolutions will be in full force and
effect, and will not have been rescinded, as of the Closing Date;
(h) A written opinion of in house counsel for the Seller,
substantially in the form of Exhibit D-3A hereto (with any modifications
required by any Rating Agency, and subject to such reasonable assumptions,
qualifications and limitations as may be requested by counsel for the Seller and
acceptable to counsel for the Purchaser), dated the Closing Date and addressed
to SBMS VII, each of the other parties to the Pooling and Servicing Agreement,
Salomon, Greenwich Capital, Chase and each Rating Agency; a written opinion of
Sidley & Austin as special counsel for the Seller, substantially in the form of
Exhibit D-3B hereto (with any modifications required by any Rating Agency, and
subject to such reasonable assumptions, qualifications and limitations as may be
requested by counsel for the Seller and acceptable to counsel for the
Purchaser), dated the Closing Date and addressed to SBMS VII, each of the other
parties to the Pooling and Servicing Agreement, Salomon, Greenwich Capital,
Chase and each Rating Agency; and such other written opinions as may be required
by a Rating Agency
8
<PAGE> 397
(including, without limitation, a favorable opinion as to the "true sale"
characterization of the transfer of the Mortgage Loans contemplated by this
Agreement);
(i) With respect to each Loan REMIC, the related Loan REMIC
Declaration and a written opinion of counsel for the Seller, addressed to the
Interested Parties, to the effect that, assuming the election required by
Section 860D(b) of the Internal Revenue Code of 1986 (the "Code") is properly
made, such Loan REMIC will qualify for treatment as a REMIC for federal income
tax purposes;
(j) One or more accountants' comfort letters relating to the
information regarding the Mortgage Loans contained in the Prospectus and
Memorandum that is of a statistical nature; and
(k) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 8. Costs.
Any costs and expenses incurred by either party hereto in
connection with the transactions contemplated hereunder shall be borne by the
parties in accordance with the terms of the Joint Securitization Term Sheet,
dated January 26, 2000 (the "Term Sheet") between Salomon Smith Barney, Inc. and
Greenwich Capital Financial Products, Inc.
SECTION 9. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to the Purchaser at 388 Greenwich Street, New
York, New York 10013, attention: Angela Hutzel, facsimile no. 212-816-8306, or
to such other address or facsimile number as may hereafter be furnished to the
Seller in writing by the Purchaser; and, if to the Seller, addressed to the
Seller at 388 Greenwich Street, New York, New York 10013, attention: Angela
Hutzel, facsimile no.: (212) 816-8306, or to such other address or facsimile
number as may hereafter be furnished to the Purchaser in writing by the Seller.
SECTION 10. Characterization.
The parties hereto agree that it is their express intent that the
conveyance contemplated by this Agreement be, and be treated for all purposes
as, a sale by the Seller of all the Seller's right, title and interest in and to
the Mortgage Loans and the Loan REMIC Interests. The parties hereto further
agree that it is not their intention that such conveyance be deemed a pledge of
the Mortgage Loans and the Loan REMIC Interests by the Seller to secure a debt
or other obligation of the Seller. However, in the event that, notwithstanding
the intent of the parties, the Mortgage Loans and the Loan REMIC Interests are
held to continue to be property of the Seller, then: (a) this Agreement shall be
deemed to be a security agreement under applicable law; (b) the transfer of the
Mortgage Loans and the Loan REMIC Interests provided for herein shall be deemed
to be a grant by the Seller to the Purchaser of a first priority security
interest in
9
<PAGE> 398
all of the Seller's right, title and interest in and to the Mortgage Loans and
the Loan REMIC Interests and all amounts payable to the holder(s) of those
assets in accordance with the terms thereof (other than scheduled payments of
interest and principal due on or before the Cut-off Date) and all proceeds of
the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property; (c) the assignment by SBMS VII to the
Trustee of its interests in the Mortgage Loans and the Loan REMIC Interests as
contemplated by Section 16 hereof shall be deemed to be an assignment of any
security interest created hereunder; (d) the possession by the Purchaser or any
successor thereto of the related Mortgage Notes and such other items of property
as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction; and
(e) notifications to, and acknowledgments, receipts or confirmations from,
persons or entities holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser or any successor thereto for
the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the Loan REMIC
Interests, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement and the Pooling and Servicing Agreement.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery.
All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans and the
Loan REMIC Interests by the Seller to the Purchaser.
SECTION 12. Severability of Provisions.
Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or which is held to be void or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 13. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
10
<PAGE> 399
SECTION 14. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.
SECTION 15. Further Assurances.
The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.
SECTION 16. Successors and Assigns.
The rights and obligations of the Seller under this Agreement shall
not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. In connection with its transfer of the
Mortgage Loans and the Loan REMIC Interests to the Trust as contemplated by the
recitals hereto, SBMS VII is expressly authorized to assign it rights and
obligations under this Agreement, in whole or in part, to the Trustee for the
benefit of the registered holders and beneficial owners of the Certificates. To
the extent of any such assignment, the Trustee, for the benefit of the
registered holders and beneficial owners of the Certificates, shall be the
Purchaser hereunder. In connection with the transfer of any Mortgage Loan by the
Trust as contemplated by the terms of the Pooling and Servicing Agreement, the
Trustee, for the benefit of the registered holders and beneficial owners of the
Certificates, is expressly authorized to assign its rights and obligations under
this Agreement, in whole or in part, to the transferee of such Mortgage Loan. To
the extent of any such assignment, such transferee shall be the Purchaser
hereunder (but solely with respect to such Mortgage Loan that was transferred to
it). Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the Seller and the Purchaser, and their
respective successors and permitted assigns.
SECTION 17. Amendments.
(a) No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a duly
authorized officer of the party against whom such waiver or modification is
sought to be enforced.
(b) Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, no amendment of the Pooling and Servicing
Agreement that increases the obligations of or otherwise adversely affects the
Seller, shall be effective against the Seller.
11
<PAGE> 400
SECTION 18. Assumption Expenses.
The Seller agrees to indemnify the Purchaser for the normal and
customary expenses incurred by the Trust in connection with an assumption, to
the extent that the related Mortgage Loan documents do not require the related
Borrower to pay all expenses incurred in connection with such assumption,
provided that the Seller is notified promptly after the related Borrower asserts
that it is not obligated to pay such expenses. The Seller will have five
business days following such notice to respond with a proposed resolution. The
Purchaser shall cooperate with the Seller in providing a copy of the relevant
portion of the Mortgage Loan documents and the Borrower's basis for asserting no
liability.
SECTION 19. Entire Agreement.
Except as otherwise expressly contemplated hereby, this Agreement
constitutes the entire agreement and understanding of the parties with respect
to the matters addressed herein, and this Agreement supersedes any prior
agreements and/or understandings, written or oral, with respect to such matters.
[SIGNATURE PAGE FOLLOWS]
12
<PAGE> 401
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SALOMON BROTHERS REALTY CORP.
By:
-----------------------
Name:
Title:
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
By:
----------------------
Name:
Title:
<PAGE> 402
EXHIBIT A
MORTGAGE LOAN SCHEDULE
[See Attached Schedule]
A-1
<PAGE> 403
<TABLE>
<CAPTION>
LOAN CONTROL MORTGAGE LOAN / PROPERTY NAME PROPERTY ADDRESS
NUMBER NUMBER LOAN SELLER
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6603287 1 SBRC Putnam Building One Upland Road
6000190 7 SBRC Sports Arena Village 3730-3780 Sports Arena Blvd. &
4015-4065 Hancock Street
6603464 19 SBRC Los Altos Woods Office 5050 El Camino Real
Building
6603657 23 SBRC Bridgetown 1 Office Building 1631 NW Thurman Street
6000112 36 SBRC Herndon Plaza Retail Center East Colonial Drive
6602879 40 SBRC 132 South Rodeo Drive 132 South Rodeo Drive
SLP23981 43 SBRC Cherry Tree Shopping Center 11200 Scaggsville Road
6603600 44 SBRC 1916-1928 Old Middlefield 1916-1928 Old Middlefield Road
Road
SLP24688 54 SBRC Jester Village Retail Center 6507 Jester Boulevard
SLP25023 57 SBRC Otay Distribution Center 6987-6995 Calle De Linea
GMSL2020 62 SBRC Valley Sunset Center 704 W. Sunset Road
6603216 71 SBRC Ponderosa Village Shopping Highway 260 and Granite Dells
Center Road
6603106 72 SBRC Heinz Apartments 750-808 Enterprise Street and
451 Frazee Avenue
6603438 74 SBRC Highbury Court Apartments 50 Mount Zion Road
6603015 78 SBRC 58-38 Page Place 58-38 Page Place
6203043 80 SBRC Sweetwater Plaza East 1717-1747 Sweetwater Road
6603022 81 SBRC Duane Reade Maspeth 66-56 Grand Avenue
GMSL1050 83 SBRC Brentwood Apartments 1660 NE 150th Street
GMSL1140 84 SBRC Whitehall Apartments 14860 NE 6th Ave
6603228 85 SBRC Wind River Park Plaza 18141 Beach Boulevard
6603229 86 SBRC Newport Victoria Plaza 2183 Fairview Road
6603565 87 SBRC Haverty Furniture Store 598 East FM 3040
GMSL1360 90 SBRC New Jersey Portfolio Various
GMSL1360A 90A SBRC 5004 Palisades 5004 Palisade Avenue & 330 50th
Street
GMSL1360B 90B SBRC 727 & 727A 25th Street 727 & 727A 25th Street
GMSL1360D 90C SBRC Franklin's Tower Two 6120 Monroe Place
GMSL1360C 90D SBRC Franklin's Tower One 211 64th Street
6601465 93 SBRC South Pointe Townhomes 1500 Shelby Drive East
SLP19741 95 SBRC Alameda Shopping Center 321-325 East Alameda Avenue
6603655 96 SBRC 41 North Division Street 41 North Division Street
6603517 101 SBRC Office Max Traverse 3111 South Airport Road
6603524 105 SBRC Office Max Mankato 2020 Adams Street
6000078 106 SBRC Office Max Martinsburg 800 Foxcroft Avenue
GMSL1010 114 SBRC Holiday Inn Express 835 Buford Road
6603169 117 SBRC Amberwood Mobile Home Park 1027 Tempe Street
SLP22017 118 SBRC Carson Commerce Center 930 East Dominguez Street
6600279 121 SBRC Fountain Plaza 7336 East Shoeman Lane
</TABLE>
<TABLE>
<CAPTION>
LOAN CITY STATE ZIP CODE CUT-OFF DATE ORIGINAL MORT-
NUMBER BALANCE BALANCE GAGE
RATE
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
6603287 Norwood MA 02062 28,618,254.87 28,878,148.39(@) 7.570%
6000190 San Diego CA 92110 12,904,149.90 13,500,000.00 7.510%
6603464 Los Altos CA 94022 7,816,668.83 7,860,000.00 7.840%
6603657 Portland OR 97209 6,624,008.88 6,650,000.00 8.200%
6000112 Orlando FL 32801 5,285,529.04 5,492,990.56(&) 7.280%
6602879 Beverly Hills CA 90212 4,976,477.85 5,000,000.00 8.450%
SLP23981 Laurel MD 20723 4,685,601.62 4,700,000.00 8.400%
6603600 Mountain View CA 94043 4,575,158.99 4,700,000.00 7.690%
SLP24688 Austin TX 78750 3,863,651.49 3,875,000.00 8.560%
SLP25023 San Diego CA 92137 3,690,076.62 3,700,000.00 8.375%
GMSL2020 Henderson NV 89015 3,394,280.78 3,500,000.00 8.000%
6603216 Payson AZ 85541 3,180,107.73 3,200,000.00 8.020%
6603106 Bowling Green OH 43402 3,179,259.26 3,191,000.00 8.430%
6603438 Atlanta GA 30354 3,106,150.84 3,125,000.00 8.130%
6603015 Maspeth NY 11378 2,975,696.38 3,000,000.00 8.900%
6203043 National City CA 91950 2,908,631.50 3,000,000.00 7.300%
6603022 Maspeth NY 11378 2,878,420.21 2,900,000.00 7.750%
GMSL1050 Miami FL 33181 1,694,918.56 1,710,000.00 7.875%
GMSL1140 North Miami FL 33161 1,129,945.62 1,140,000.00 7.875%
6603228 Huntington Beach CA 92648 1,418,562.85 1,425,000.00 8.600%
6603229 Costa Mesa CA 92627 1,373,766.17 1,380,000.00 8.600%
6603565 Lewisville TX 75067 2,735,316.46 2,750,000.00 7.966%
GMSL1360 Various 2,683,469.68 2,704,000.00 8.250%
GMSL1360A West New York NJ 07093
GMSL1360B Union City NJ 07087
GMSL1360D West New York NJ 07093
GMSL1360C West New York NJ 07093
6601465 Memphis TN 38116 2,554,420.24 2,565,030.12(#) 7.130%
SLP19741 Burbank CA 91502 2,510,907.57 2,525,000.00 8.125%
6603655 Peekskill NY 10566 2,488,377.63 2,500,000.00 7.950%
6603517 Traverse City MI 49684 2,348,838.78 2,500,000.00 8.250%
6603524 Mankato MN 56001 2,270,572.67 2,400,000.00 7.950%
6000078 Martinsburg WV 25401 2,269,770.36 2,360,000.00 7.375%
GMSL1010 Cumming GA 30041 2,105,292.43 2,150,000.00 9.250%
6603169 Amarillo TX 79118 2,059,553.23 2,080,000.00 8.370%
SLP22017 Carson CA 90745 2,047,625.49 2,062,500.00 8.500%
6600279 Scottsdale AZ 85251 2,004,409.18 2,050,000.00 7.500%
</TABLE>
A-1
<PAGE> 404
<TABLE>
<S> <C> <C> <C> <C>
6603368 124 SBRC Hampton Inn Blythe 900 West Hobson Way
SLP24490 125 SBRC The Grove Shopping Center 3103-3193 North Garey Avenue
SLP24415 127 SBRC Copeland Shopping Center 15099 Hesperian Boulevard
GMSL1020 131 SBRC Las Posadas Shopping Center 802 - 806 Buchanan Boulevard
GMSL1030 132 SBRC The Ville Apartments 4348 Kennerly Ave.
SLP23056 134 SBRC Long Street Townhouses 1401 and 1501 East Long Street
GMSL1040 136 SBRC Garden Apartments 1021, 1027, 1030, 1035, 1039,
1045 NE 8th Avenue
SLP20991 138 SBRC Madison Midtown Shopping 1060 U.S. Highway 51
Center
SLP21067 139 SBRC Cleveland Corners Shopping 600 North Davis Avenue
Center
GMSL1060 140 SBRC Park Place Apartments 1661 West 259th Street
GMSL1070 143 SBRC Federal Express 109 - 111 Commission Blvd
GMSL1400 144 SBRC Levittown Professional 2900 Hempstead Turnpike
Building
6603331 145 SBRC 3311 Richmond Office Building 3311 Richmond Avenue
GMSL1080 146 SBRC Carmel Towers 16700-16701 NE 21st Avenue
SLP22240 148 SBRC Crestridge Apartments 3200 West Walnut Street
GMSL1090 152 SBRC The Town Center 110-120 E. La Habra Boulevard
GMSL3010 153 SBRC Bayridge Apartments 3001 F.M. 1266
SLP22898 154 SBRC Ramada Inn - Elizabethtown 108 Commerce Drive
SLP20897 155 SBRC Oasis Surgery Center 44301-44305 Lorimer Avenue
GMSL3020 156 SBRC 715 South Oxford Court 715 South Oxford Avenue
Apartments
GMSL1100 157 SBRC Barefoot Bay Medical Office 8000 Ron Beatty Blvd.
Center
SLP22053 159 SBRC Presidio Plaza 401 South El Camino Real
GMSL1310 160 SBRC 904-912 21st Avenue 904-912 21st Avenue South
GMSL1110 162 SBRC Frisco South Shopping Center 8200 Stonebrook Parkway
6602381 165 SBRC Milan Apartments 6600 Yucca Street
SLP20535 166 SBRC Palm Pacific Plaza Shopping 1114-1120 North Pacific Avenue
Center
SLP22955 167 SBRC North Dixie Commerce Center 3601 North Dixie Highway
GMSL1120 168 SBRC Meadowlark Apartments 233-239 W. San Marcos Blvd
GMSL1350 169 SBRC Old Judge Building 704 North 2nd Street
SLP22517 170 SBRC Sherman/Lennox Portfolio
SLP22517B 170A SBRC 6839-6841 Lennox Avenue 6839-6841 Lennox Avenue
SLP22517A 170B SBRC 17732 Sherman Way 17732 Sherman Way
SLP22980 171 SBRC Pacific Winds Apartments 5578 34th Street
GMSL1370 172 SBRC Isle of Capri Apartments 1359 NE 127th Street
GMSL1380 173 SBRC Datura Station 120 S. Dixie Highway
SLP22416 174 SBRC Park View Cooperative 53 Prospect Street
SLP21241 175 SBRC H & Z Office Building 4300 Evergreen Lane
SLP23854 176 SBRC Nassau Bay Villas Apartments 130 Surf Court Drive
SLP23640 177 SBRC 2180 West First Street 2180 West First Street
SLP22238 179 SBRC Irving Place Apartments 1005 Metker Street
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
6603368 Blythe CA 92225 1,894,734.91 2,000,000.00 8.900%
SLP24490 Pomona CA 91767 1,869,414.72 1,875,000.00 8.500%
SLP24415 San Leandro CA 94578 1,866,547.09 1,880,000.00 8.375%
GMSL1020 Boulder City NV 89005 1,814,130.98 1,830,000.00 7.955%
GMSL1030 St. Louis MO 63113 1,813,445.59 1,840,000.00 7.680%
SLP23056 Carson City NV 89706 1,790,809.92 1,800,000.00 8.140%
GMSL1040 Ft. Lauderdale FL 33304 1,743,925.69 1,762,500.00 7.750%
SLP20991 Madison MS 39110 1,158,627.96 1,165,000.00 8.200%
SLP21067 Cleveland MS 38732 482,347.26 485,000.00 8.200%
GMSL1060 Harbor City CA 90710 1,634,079.51 1,650,000.00 7.875%
GMSL1070 Lafayette LA 70508 1,573,379.15 1,600,000.00 7.750%
GMSL1400 Levittown NY 11756 1,550,442.42 1,560,000.00 8.740%
6603331 Houston TX 77098 1,542,902.27 1,550,000.00 8.550%
GMSL1080 North Miami Beach FL 33162 1,536,329.70 1,550,000.00 7.875%
SLP22240 Garland TX 75042 1,470,068.80 1,480,000.00 9.375%
GMSL1090 La Habra CA 90631 1,441,959.68 1,455,000.00 8.230%
GMSL3010 League City TX 77573 1,440,455.81 1,492,000.00 8.750%
SLP22898 Elizabethtown KY 42701 1,439,330.14 1,450,000.00 9.875%
SLP20897 Lancaster CA 93534 1,391,384.67 1,400,000.00 8.720%
GMSL3020 Los Angeles CA 90005 1,375,649.74 1,408,000.00 8.375%
GMSL1100 Barefoot Bay FL 32935 1,352,817.51 1,365,000.00 8.250%
SLP22053 San Clemente CA 92672 1,343,943.22 1,350,000.00 8.625%
GMSL1310 Minneapolis MN 55404 1,342,654.78 1,360,000.00 7.970%
GMSL1110 Frisco TX 75034 1,334,047.56 1,345,000.00 8.250%
6602381 Los Angeles CA 90028 1,294,196.36 1,300,000.00 8.100%
SLP20535 Glendale CA 91202 1,293,656.12 1,300,000.00 8.313%
SLP22955 Boca Raton FL 33431 1,289,805.51 1,295,000.00 8.490%
GMSL1120 San Marcos CA 92069 1,285,194.53 1,300,000.00 7.375%
GMSL1350 St. Louis MO 63102 1,285,126.47 1,300,000.00 8.625%
SLP22517 1,265,523.31 1,275,000.00 8.875%
SLP22517B Van Nuys CA 91405
SLP22517A Reseda CA 91355
SLP22980 Rubidoux CA 92509 1,253,201.21 1,260,000.00 8.250%
GMSL1370 North Miami FL 33161 1,240,509.23 1,250,000.00 8.250%
GMSL1380 West Palm Beach FL 33401 1,215,941.09 1,225,000.00 8.375%
SLP22416 Stamford CT 06901 1,213,892.97 1,230,000.00 8.875%
SLP21241 Annandale VA 22003 1,192,865.05 1,200,000.00 8.875%
SLP23854 Nassau Bay TX 77058 1,191,800.49 1,200,000.00 8.000%
SLP23640 Fort Myers FL 33901 1,191,440.30 1,195,000.00 8.500%
SLP22238 Irving TX 75062 1,185,590.57 1,193,600.00 9.375%
</TABLE>
A-2
<PAGE> 405
<TABLE>
<S> <C> <C> <C> <C>
GMSL3030 184 SBRC Madrid Apartments 3201 Second Avenue
GMSL1150 185 SBRC Comfort Inn - Milledgeville 2595 North Columbia Street
SLP20328 186 SBRC Wal-Mart Shopping Center NWC of Highway 75 & Highway 82
GMSL1160 187 SBRC Stratford Apartments 1901-1931 Hazelwood Avenue
GMSL1180 188 SBRC Willow Glen Plaza 1111 Town East Blvd.
GMSL1190 189 SBRC Edgewater Bay Apartments 750 NE 62nd Street
GMSL1170 190 SBRC 420 Group 420 West 17th Street
GMSL1200 192 SBRC Lake Forest North Apartments 3605 and 3613 Lake Forest Drive
& 3626 and 3636 North 112th Avenue
SLP21920 193 SBRC CompuChem Industrial 501 Madison Avenue
SLP20822 195 SBRC A. E. Larson Building 6 South Second Street
GMSL2040 198 SBRC Corbus-Peppertree Lane 5920 West Laurie Lane
Apartments
GMSL3040 199 SBRC Missouri Meadows Apartments 3501 West Missouri Avenue
SLP22704 200 SBRC Highlander Square Apartments 4000 North 19th Street
GMSL1340 201 SBRC Hillcrest Crossing 17404 Hillcrest Road
GMSL1390 202 SBRC Virginia Plaza 2310 Virginia Parkway
GMSL2050 203 SBRC Pedersen Building 398 West Colorado Avenue
SLP22239 205 SBRC Shadowood Apartments 120 South Jupiter Road
SLP21331 206 SBRC Arroyo Shopping Center 8129-8147 Arroyo Drive
GMSL2060 209 SBRC Petite Chateau Villa Mobile 2075 W. Rialto Avenue
Home Park
GMSL1320 211 SBRC Palmer Highway Shopping 3305-3319 Palmer Highway
Center
SLP23012 212 SBRC Somerset Apartments 3445 Almand Drive
GMSL2070 213 SBRC Shady Acres/Pine Shadows
Portfolio
GMSL2070A 213A SBRC Shady Acres Duplexes 723A-748B Vicky Drive
GMSL2070B 213B SBRC Pine Shadows Estates 3300 Pine Grove Drive
SLP21691 214 SBRC Vanowen Street Retail Center 12500-12510 Vanowen Street
SLP22527 216 SBRC Stanford Place Apartments 1406 Acadian Drive
GMSL1220 217 SBRC Panola-Redan Crossing 5616 Redan Road
SLP25096 218 SBRC Garnet Avenue Shopping Center 2263-2275 Garnet Avenue
GMSL1230 219 SBRC The Chalet Apartments 951 French St.
SLP23017 220 SBRC Galt Ocean Plaza 3300 N.E. 34th Street
SLP24396 221 SBRC Zion Street Apartments 399 Zion Street
GMSL1250 225 SBRC Heritage House Apartments 45 Wheeler Ave
GMSL1240 226 SBRC Troy Building 1025 SE Pine
SLP24391 227 SBRC Arlington Manor Mobile Home 222 Rockwell Drive
Park
GMSL2080 229 SBRC Beresford Retail 2340 East Pacific Coast Highway
GMSL2090 230 SBRC 120 Standard Street 120 Standard Street
GMSL2110 232 SBRC Blair Place Duplexes 31902-31940 Michael Street
GMSL2100 233 SBRC 18714 Parthenia Street 18714 Parthenia Street
GMSL1260 236 SBRC Fox Tile 2121-2131 South Industrial Road
GMSL1270 237 SBRC 471 Prospect Street 471 Prospect Street
GMSL2120 239 SBRC Wishney 475 W. Stetson Ave
GMSL1330 241 SBRC Centennial Apartments 2624 SE 182nd Avenue
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
GMSL3030 Lake Charles LA 70601 1,108,725.41 1,140,000.00 8.250%
GMSL1150 Milledgeville GA 31061 1,106,990.73 1,150,000.00 9.250%
SLP20328 Sherman TX 75090 1,095,753.19 1,100,000.00 8.625%
GMSL1160 Ft Wayne IN 46805 1,084,891.94 1,100,000.00 7.250%
GMSL1180 Mesquite TX 75150 1,083,192.32 1,100,000.00 8.250%
GMSL1190 Miami FL 33138 1,082,470.75 1,094,000.00 7.750%
GMSL1170 Hialeah FL 33010 1,068,761.10 1,100,000.00 8.000%
GMSL1200 Omaha NE 68164 999,938.16 1,015,000.00 8.030%
SLP21920 Cary NC 27513 995,609.84 1,027,000.00 8.625%
SLP20822 Yakima WA 98901 995,186.67 1,000,000.00 8.875%
GMSL2040 Glendale AZ 85302 989,751.96 1,000,000.00 8.250%
GMSL3040 Phoenix AZ 85019 979,133.44 1,000,000.00 8.875%
SLP22704 Waco TX 76708 960,874.52 965,000.00 8.260%
GMSL1340 Dallas TX 75252 952,900.75 960,000.00 8.375%
GMSL1390 McKinney TX 75070 939,381.20 945,000.00 8.875%
GMSL2050 Telluride CO 81435 890,126.41 900,000.00 8.250%
SLP22239 Garland TX 75042 879,061.35 885,000.00 9.375%
SLP21331 South San Gabriel CA 91770 877,898.53 882,500.00 8.375%
GMSL2060 San Bernardino CA 92410 836,266.18 850,000.00 8.625%
GMSL1320 Texas City TX 77590 805,651.33 812,000.00 8.875%
SLP23012 College Park GA 30337 797,127.72 800,000.00 8.875%
GMSL2070 787,123.06 800,000.00 8.375%
GMSL2070A Huntsville TX 77340
GMSL2070B Huntsville TX 77340
SLP21691 Los Angeles CA 91605 773,970.40 780,000.00 9.125%
SLP22527 Houma LA 70363 756,932.13 760,000.00 9.250%
GMSL1220 Stone Mountain GA 30088 753,022.67 770,000.00 7.250%
SLP25096 San Diego CA 92109 748,251.82 750,000.00 8.900%
GMSL1230 Irving TX 75061 741,137.06 750,000.00 7.750%
SLP23017 Fort Lauderdale FL 33308 739,942.14 742,500.00 8.820%
SLP24396 Hartford CT 06106 725,157.00 730,000.00 8.750%
GMSL1250 Bridgeport CT 06606 638,130.36 650,000.00 8.125%
GMSL1240 Portland OR 97214 627,514.38 650,000.00 7.500%
SLP24391 Midland MI 48642 594,538.78 600,000.00 8.438%
GMSL2080 Long Beach CA 90804 586,644.61 592,000.00 8.375%
GMSL2090 El Segundo CA 90245 561,038.23 570,000.00 8.500%
GMSL2110 Magnolia TX 77355 538,687.46 547,500.00 8.375%
GMSL2100 Northridge CA 91324 538,306.29 550,000.00 7.750%
GMSL1260 Las Vegas NV 89102 516,620.50 525,000.00 8.625%
GMSL1270 East Orange NJ 07017 515,209.45 525,000.00 7.625%
GMSL2120 Hemet CA 92543 491,952.03 500,000.00 8.375%
GMSL1330 Gresham OR 97230 472,008.93 475,000.00 9.125%
</TABLE>
A-3
<PAGE> 406
<TABLE>
<S> <C> <C> <C> <C>
GMSL2130 242 SBRC Vanguard Industrial Building 546 Vanguard Way
GMSL2140 244 SBRC Brentwood Village Apartments 8703-8715 Beechnut Street
SLP22681 246 SBRC Glendale Apartments 1803 West Gramercy
GMSL1280 252 SBRC Notre Dame Apartments 404-412 Notre Dame Ave.
SLP24033 254 SBRC Somers Apartments 924 NE 17th Terrace
GMSL1290 256 SBRC Muse Apartments 217 Muse Street
SLP22362 260 SBRC C. Martin Company 1259 East Ridgecrest
Boulevard
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
GMSL2130 Brea CA 92821 470,577.63 475,000.00 8.875%
GMSL2140 Houston TX 77036 450,509.51 459,000.00 8.250%
SLP22681 San Antonio TX 78201 437,587.79 440,000.00 9.125%
GMSL1280 Manchester NH 03102 363,632.31 370,000.00 8.500%
SLP24033 Ft. Lauderdale FL 33304 348,696.54 350,000.00 8.750%
GMSL1290 Newton KS 67114 317,444.64 322,875.00 8.625%
SLP22362 Ridgecrest CA 93555 292,148.47 300,000.00 9.750%
</TABLE>
@ Loan was funded in two stages. First funding was on 7/29/98 for $18,600,000;
second funding was for $10,400,000 on 4/13/99
# Note Date shown is loan modification date. Original Note Date and Original
Balance were 7/23/98 and $2,650,000, respectively.
& Note Date shown is loan modification date. Original Note Date and Original
Balance were3/2/87 and $7,600,000, respectively.
A-4
<PAGE> 407
EXHIBIT B
The Seller hereby represents and warrants, as of the Closing Date,
that:
(a) The Seller is a duly formed corporation, validly existing
and in good standing under the laws of the State of New York.
(b) The Seller has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has
duly executed and delivered this Agreement.
(c) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding obligation of
the Seller, enforceable against the Seller in accordance with the terms hereof,
subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of creditors' rights generally, and
(ii) general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(d) The execution and delivery of this Agreement by the Seller,
and the performance and compliance with the terms of this Agreement by the
Seller, will not violate the Seller's certificate of incorporation or bylaws or
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any material
agreement or instrument to which it is a party or which is applicable to it or
any of its assets.
(e) The Seller is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the terms of
this Agreement will not constitute a violation of, any law, any order or decree
of any court or arbiter, or any order, regulation or demand of any federal,
state or local governmental or regulatory authority, which violation, in the
Seller's good faith and reasonable judgment, is likely to affect materially and
adversely either the ability of the Seller to perform its obligations under this
Agreement or the financial condition of the Seller.
(f) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller which would prohibit the Seller from
entering into this Agreement or, in the Seller's good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the
Seller to perform its obligations under this Agreement or the financial
condition of the Seller.
(g) No consent, approval, authorization or order of, or filing
or registration with, any state or federal court or governmental agency or body
is required for the consummation by the Seller of the transactions contemplated
herein, except for those consents, approvals, authorizations and orders that
previously have been obtained and those filings and registrations that
previously have been completed.
(h) The transfer of the Mortgage Loans and the Loan REMIC
Interests by the Seller to the Purchaser, as contemplated herein, is not subject
to any bulk transfer or similar law in effect in any applicable jurisdiction.
B-1
<PAGE> 408
(i) The Seller is not transferring the Mortgage Loans and the
Loan REMIC Interests to the Purchaser with any intent to hinder, delay or
defraud its present or future creditors.
(j) The Seller will be solvent at all relevant times prior to,
and will not be rendered insolvent by, its transfer of the Mortgage Loans and
the Loan REMIC Interests to the Purchaser, as contemplated herein.
(k) After giving effect to its transfer of the Mortgage Loans
and the Loan REMIC Interests to the Purchaser, as provided herein, the value of
the Seller's assets, either taken at their present fair saleable value or at
fair valuation, will exceed the amount of the Seller's debts and obligations,
including contingent and unliquidated debts and obligations of the Seller, and
the Seller will not be left with unreasonably small assets or capital with which
to engage in and conduct its business.
(l) The Seller does not intend to, and does not believe that it
will, incur debts or obligations beyond its ability to pay such debts and
obligations as they mature.
(m) No proceedings looking toward merger, liquidation,
dissolution or bankruptcy of the Seller are pending or contemplated.
B-2
<PAGE> 409
EXHIBIT C
The Seller hereby represents and warrants, as of the Closing
Date (or as of such other date specified in the particular representation and
warranty) with respect to each Mortgage Loan, that:
1. Immediately prior to the transfer thereof by Seller to
the Purchaser, Seller had good title to, and was the sole owner and holder of,
such Mortgage Loan, free and clear of any and all liens, charges, encumbrances
or any other ownership or participation interests on, in or to such Mortgage
Loan (other than, in certain cases, either (a) the right of the Master Servicer
or a Sub-Servicer to master service or primary service such Mortgage Loan or (b)
the lien of a warehouse lender on such Mortgage Loan which lien will be released
contemporaneously with the transfer). Upon completion of the conveyance
contemplated hereby, Seller will have validly and effectively conveyed to the
Purchaser all legal and beneficial interest in and to such Mortgage Loan free
and clear of any pledge, lien or security interest created by or through Seller.
2. Seller had full right and authority to sell, assign and
transfer such Mortgage Loan to the Purchaser; and each Mortgage Loan is properly
endorsed as provided in the Pooling and Servicing Agreement, and such
endorsement is genuine.
3. The information pertaining to such Mortgage Loan set
forth in the Mortgage Loan Schedule was true and correct, and met the
requirements of this Agreement, in all material respects as of the Cut-off Date.
4. Such Mortgage Loan was not, as of the Cut-off Date or at
any time during the twelve-month period prior thereto, more than thirty (30)
days delinquent in respect of any Scheduled P&I Payment required thereunder,
without giving effect to any applicable grace period.
5. Each Mortgage securing such Mortgage Loan constitutes a
legal, valid and, subject to the exceptions in paragraph 12 below, enforceable
first lien upon the Borrower's interest in the related Mortgaged Property,
including, without limitation, all buildings located thereon and all fixtures
attached thereto, subject only to (and such Mortgaged Property is free and clear
of all encumbrances and liens having priority over the lien of such Mortgage,
except for) (a) the lien of current real property taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record, and other matters to which like
properties are commonly subject, which do not materially and adversely affect
the current use of the Mortgaged Property, the security interest of the lender
or the value of the Mortgaged Property, (c) the rights of tenants (whether under
ground leases or space leases) at the Mortgaged Property to remain following a
foreclosure or similar proceeding (provided that such tenants are performing
under such leases), (d) exceptions and exclusions specifically referred to in
the lender's title insurance policy issued or, as evidenced by a "marked-up"
commitment, to be issued in respect of such Mortgage Loan, and (e) if such
Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of
the Mortgage for such other Mortgage Loan (the exceptions set forth in the
foregoing clauses (a), (b), (c), (d) and (e), collectively, "Permitted
Encumbrances"). Such Permitted Encumbrances do not materially interfere with the
security intended to be provided by the related Mortgage(s), or materially and
C-1
<PAGE> 410
adversely affect the current use or value of the related Mortgaged Property or
the current ability of such Mortgaged Property to generate Net Operating Income
sufficient to service the Mortgage Loan. None of the Permitted Encumbrances are
senior mortgage liens. If the related Mortgaged Property is operated as a
healthcare facility or a hospitality property, a UCC financing statement has
been filed and/or recorded in all places necessary to perfect a valid security
interest in the personal property of the related Borrower granted under such
Mortgage and/or any related security agreement, chattel mortgage or equivalent
document related to and delivered in connection with such Mortgage Loan, and
such document or documents establish and create a valid and, subject to the
exceptions in paragraph 12 below, enforceable first lien and first priority
security interest in the property of the related Borrower described therein,
subject to any purchase money security interest or any security interest to
secure a line of credit or similar financing.
6. Except in the case of the Mortgage Loan identified on the
Mortgage Loan Schedule as Herndon where part of the Mortgaged Property was
omitted from the title insurance policy (such exception applying only to such
omitted part of the Mortgaged Property), the lien of each related Mortgage is
insured by an ALTA lender's title insurance policy, or its equivalent as adopted
in the applicable jurisdiction, issued by a nationally recognized title
insurance company or its subsidiary, insuring the originator of such Mortgage
Loan, its successors and assigns, as to the first priority lien of the Mortgage
in the original principal amount of such Mortgage Loan after all advances of
principal, subject only to Permitted Encumbrances (or, if a title insurance
policy has not yet been issued in respect of any Mortgage Loan, a policy meeting
the foregoing description is evidenced by a commitment for title insurance
"marked-up" at the closing of such Mortgage Loan). Such title policy (or, if it
has yet to be issued, the coverage to be provided thereby) is in full force and
effect, all premiums thereon have been paid and, to Seller's knowledge as of the
Closing Date, no material claims have been made thereunder and no claims have
been paid thereunder (and Seller has not received notice of any material claims
having been made or paid thereunder). No holder of the related Mortgage has
done, by act or omission, anything that would, and Seller has no actual
knowledge of any other circumstance that would, materially impair the coverage
under such title policy. Immediately following the transfer and assignment of
the related Mortgage Loan to the Purchaser, such title policy (or, if it has yet
to be issued, the coverage to be provided thereby) will inure to the benefit of
the Purchaser without the consent of or notice to the insurer. To Seller's
knowledge, the insurance company that issued (or is obligated to issue) such
title policy is qualified to do business in the jurisdiction in which the
related Mortgaged Property is located.
7. Seller has not waived any material default, breach,
violation or event of acceleration existing under the related Mortgage or
Mortgage Note, except that certain post-closing conditions or requirements that
would either be reasonably acceptable to a prudent commercial lender or that
would not otherwise materially and adversely affect the security intended to be
provided for the related Mortgage Loan, may not have yet been completed.
8. There is no right of rescission, offset, abatement,
diminution, defense or counterclaim to any Mortgage Loan (including the defense
of usury), nor will the operation of any of the terms of such Mortgage Loan, or
the exercise of any rights thereunder, render the Mortgage Loan, the related
Mortgage Note or the related Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, offset, abatement, diminution, defense or
counterclaim.
C-2
<PAGE> 411
To Seller's actual knowledge, no such right of rescission, offset, abatement,
diminution, defense or counterclaim has been asserted with respect to any
Mortgage Loan.
9. Seller has not received actual notice and is not otherwise
aware that (a) there is any proceeding pending or threatened for condemnation
affecting all or a material portion of the related Mortgaged Property or (b)
there is any damage at the related Mortgaged Property that materially and
adversely affects the value of such Mortgaged Property (except in such case
where an escrow of funds exists, or an effective insurance policy provides
coverage, sufficient to effect the necessary repairs and maintenance).
10. At origination, such Mortgage Loan complied in all material
respects with all requirements of federal, state and local laws (including,
without limitation, laws pertaining to usury) relating to the origination,
funding and terms of such Mortgage Loan.
11. The proceeds of such Mortgage Loan have been fully
disbursed, and there is no requirement for future advances thereunder.
12. The Mortgage and Mortgage Note for such Mortgage Loan and
all other documents to which the related Borrower is a party and which evidence
or secure such Mortgage Loan, are each the legal, valid and binding obligations
of the related Borrower (subject to any non-recourse provisions and any
applicable state anti-deficiency legislation), enforceable in accordance with
their respective terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, redemption, fraudulent conveyance, receivership,
moratorium or other laws relating to or affecting the rights of creditors
generally and by general principles of equity, and except that certain
provisions of such Mortgage Loan documents are or may be unenforceable in whole
or in part under applicable state or federal laws, but neither the application
of any such laws to any such provisions nor the inclusion of any such provisions
renders any of the Mortgage Loan documents invalid as a whole, and such Mortgage
Loan documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits afforded
thereby.
13. The related Mortgaged Property is insured by a fire and
extended perils insurance policy, issued by an insurer meeting the requirements
of such Mortgage Loan and having a claims-paying rating of at least AV from
A.M. Best Company, in an amount at least equal to the lesser of the outstanding
principal balance of such Mortgage Loan and 100% of the full replacement cost of
the improvements located on the related Mortgaged Property, with (if applicable)
an appropriate endorsement to avoid the application of any co-insurance
provisions with respect to such Mortgaged Property, and is also covered by
comprehensive general liability insurance against claims for personal and bodily
injury, death or property damage occurring on, in or about the related Mortgaged
Property, in an amount customarily required by institutional lenders, and
(except if such Mortgaged Property is operated as a mobile home park) by
business interruption or rental loss insurance in an amount equal to the gross
rentals for at least a 12-month period. In addition, no such insurance policy
provides that it may be canceled, endorsed, altered or reissued to effect a
change in coverage unless such insurer shall have first given the mortgagee
under such Mortgage Loan thirty (30) days' prior written notice, and no notice
has been received as of the date hereof; all premiums required to be paid on
such policy have been paid; all such policies contain a standard mortgagee
clause for the benefit of the holder of the
C-3
<PAGE> 412
related Mortgage Loan; and the related Mortgage obligates the related Borrower
to maintain all such insurance and, at the related Borrower's failure to do so,
authorizes the mortgagee under such Mortgage Loan to purchase such insurance at
the related Borrower's cost and expense and to seek reimbursement from such
Borrower. Furthermore, all insurance coverage required under the related
Mortgage is in full force and effect with respect to the related Mortgaged
Property, and if the related Mortgaged Property is located in a federally
designated special flood hazard area, the related Borrower is required to
maintain flood insurance in respect thereof (exclusive of any parking lot or
unused or undeveloped portion thereof). To Seller's knowledge, the insurer
issuing each of the foregoing insurance policies is qualified to write insurance
in the jurisdiction where the related Mortgaged Property is located. Except
under circumstances that would be reasonably acceptable to a prudent commercial
mortgage lender or that would not otherwise materially and adversely affect the
security intended to be provided by the related Mortgage, the Mortgage for each
Mortgage Loan provides that proceeds paid under any such casualty insurance
policy will (or, at the lender's option, will) be applied either to the repair
or restoration of the related Mortgaged Property or to the payment of amounts
due under such Mortgage Loan; provided that the related Mortgage may entitle the
related Borrower to any portion of such proceeds, remaining after the repair or
restoration of the related Mortgaged Property and payment of amounts due under
the Mortgage Loan.
14. Except in the case of the Mortgage Loans identified on the
Mortgage Loan Schedule as Corbus-Peppertree Lane Apartments, Pedersen Building,
Petite Chateau Villa Mobile Home Park, Walnut Hills Apartments, Shady Acres
Duplexes, Pine Shadows Estates, Beresford Retail, Blair Place Duplexes, 18714
Parthenia Street, Wishney, Vanguard Industrial Building and Brentwood Village
Apartments where a limited environmental screen or assessment was obtained
(collectively, the "Limited Environmental Report Loans") and except in the case
of the Mortgage Loans identified on the Mortgage Loan Schedule as Otay
Distribution Center, Brentwood Apartments, Whitehall Apartments, 5004 Palisades,
727 & 727A 25th Street, Franklin's Tower One, Franklin's Tower Two, Holiday Inn
Express, Carson Commerce Center, The Grove Shopping Center, Copeland Shopping
Center, Long Street Townhouses, Garden Apartments, Madison Midtown Shopping
Center, Cleveland Corners Shopping Center, Park Place Apartments, Levittown
Professional Building, Carmel Towers, The Town Center, Ramada Inn-Elizabethtown,
Oasis Surgery Center, Barefoot Bay Medical Office Center, Presidio Plaza,
904-912 21st Avenue, Frisco South Shopping Center, North Dixie Commerce Center,
Meadowlark Apartments, 6839-6841 Lennox Avenue, 17732 Sherman Way, Pacific Winds
Apartments, Datura Station, Park View Cooperative, H & Z Office Building, Nassau
Bay Villas Apartments, 2180 West First Street, Madrid Apartments, Wal-Mart
Shopping Center, Stratford Apartments, Edgewater Bay Apartments, 420 Group, Lake
Forest North Apartments, CompuChem Industrial, A. E. Larson Building, Highlander
Square Apartments, Hillcrest Crossing, Arroyo Shopping Center, Palmer Highway
Shopping Center, Somerset Apartments, Vanowen Street Retail Center, Stanford
Place Apartments, Garnet Avenue Shopping Center, The Chalet Apartments, Galt
Ocean Plaza, Heritage House Apartments, Arlington Manor Mobile Home Park, Fox
Tile, 471 Prospect Street, Centennial Apartments, Glendale Apartments, Notre
Dame Apartments, Somers Apartments, Muse Apartments and C. Martin Company where
no environmental screen or assessment was obtained (collectively, the "Waived
Environmental Report Loans"), but for which the related Mortgaged Property for
such Limited Environmental Report Loans and Waived Environmental Report Loans,
is insured under a policy of insurance, subject to certain per occurrence and
aggregate limits and a deductible, against possible losses
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arising from certain environmental circumstances or conditions, a "Phase I"
environmental site assessment meeting ASTM requirements (or an update of a
previously conducted assessment) was performed by a licensed third-party
professional experienced in environmental matters with respect to the related
Mortgaged Property within the 24-month period prior to the Closing Date, and in
the case of the Mortgage Loans identified on the Mortgage Loan Schedule as Zion
Street Apartments and 58-38 Page Place a "Phase II" environmental site
assessment was performed in connection with the origination of each such loan.
Either (x) the related environmental reports did not reveal any known
circumstances or conditions with respect to the related Mortgaged Property that
rendered such Mortgaged Property, at the date(s) of such environmental
report(s), in material violation of any applicable environmental laws or (y) if
any such environmental report did reveal any such circumstances or conditions
with respect to the related Mortgaged Property and the same have not been
subsequently remediated in all material respects, then either (i) the
expenditure of funds necessary to effect such remediation is not material in
relation to the outstanding principal balance of the related Mortgage Loan, or
(ii) a sufficient escrow of funds exists for purposes of effecting such
remediation, or (iii) the related Borrower or other responsible party is
currently taking such actions, if any, with respect to such circumstances or
conditions as have been required by the applicable governmental regulatory
authority, or (iv) the related Mortgaged Property is insured under a policy of
insurance, subject to certain per occurrence and aggregate limits and a
deductible, against possible losses arising from such circumstances and
conditions. Seller has no knowledge of any environmental condition or
circumstance affecting such Mortgaged Property and not disclosed in the related
environmental report(s), which would impact such Mortgaged Property's soil or
groundwater quality or require remediation by the related Borrower under
applicable environmental law. All such environmental assessments that were in
the possession of the Seller and that relate to a Mortgaged Property which is
insured by an environmental insurance policy have been delivered to or disclosed
to the environmental insurance carrier issuing such policy prior to the issuance
of such policy. The related Mortgage or other loan documents contain covenants
on the part of the related Borrower requiring its compliance with applicable
federal and state environmental laws and regulations in respect of the related
Mortgaged Property. The Seller has not taken any action with respect to any
Mortgage Loan or the related Mortgaged Property that could subject the Purchaser
or its successors and assigns in respect of the Mortgage Loan, to any liability
under the Comprehensive Environmental Response, Compensation and Liability Act,
as amended ("CERCLA").
15. Except as indicated on the Mortgage Loan Schedule, such
Mortgage Loan is not cross-collateralized with other Mortgage Loans in the
Mortgage Pool. Such Mortgage Loan is not cross-collateralized with a mortgage
loan outside the Mortgage Pool.
16. The terms of the Mortgage Note and Mortgage for such
Mortgage Loan have not been impaired, waived, altered or modified in any
material respect, except by written instrument which is specifically set forth
in the related Mortgage File; no Mortgage has been satisfied, canceled,
rescinded or subordinated, no material portion of the related Mortgaged Property
has been released, and no instrument has been executed that would effect any
such satisfaction, cancellation, subordination or rescission; to the best
knowledge of the Seller and to the extent not covered by any other
representation in this Exhibit C, there has been no assumption or material
modification to the terms of the Mortgage Loan after March 15, 2000.
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17. There are no delinquent taxes, ground rents, water charges,
sewer rents, or other similar outstanding charges affecting the related
Mortgaged Property that are not otherwise covered by an escrow of funds
sufficient to pay such charges.
18. The interest of the Borrower in the related Mortgaged
Property consists of a fee simple and/or leasehold estate or interest in real
property.
19. Such Mortgage Loan is a whole loan and not a participation
interest in a mortgage loan.
20. The assignment of the related Mortgage to the Purchaser has
been duly authorized, executed and delivered by Seller, is in a recordable form
and constitutes the legal, valid and binding assignment of such Mortgage from
the relevant assignor to the Purchaser, and the assignment of the related
Assignment of Leases, if any, or of any other agreement executed in connection
with such Mortgage Loan to the Purchaser constitutes the legal, valid and
binding assignment thereof from the relevant assignor to the Purchaser.
21. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to such Mortgage Loan that were
required to be delivered to the lender under the terms of the related loan
documents, have been received and, to the extent of any remaining balances of
such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the Master Servicer). All such escrows and
deposits are conveyed hereunder to the Trust.
22. As of the date of origination of such Mortgage Loan and as
of the Closing Date, the related Mortgaged Property was and is free and clear of
any mechanics' and materialmen's liens or liens in the nature thereof which
create a lien prior to that created by the related Mortgage(s).
23. Except in the case of the Mortgage Loan identified on the
Mortgage Loan Schedule as Bayridge Apartments where three buildings encroach
into building restriction lines and title insurance was not obtained with
respect thereto; no improvement that was included for the purpose of determining
the appraised value of the related Mortgaged Property at the time of origination
of such Mortgage Loan lies outside the boundaries and building restriction lines
of such property to any material extent (except to the extent that it may
constitute a legal non-conforming use or structure or title insurance was
provided with respect thereto); no improvements on adjoining properties
materially encroach upon such Mortgaged Property to any material extent; and no
improvement located on or forming part of such Mortgaged Property is in material
violation of any applicable zoning laws or ordinances and any non-material
violation does not materially and adversely affect the value of such Mortgaged
Property (provided, however, that, although it does not constitute a violation
of law, the improvements on such Mortgaged Property may constitute a legal
non-conforming use or structure).
24. To the extent required under applicable law as of the
Closing Date and necessary for the enforceability or collectability of the
Mortgage Loan, the originator of such Mortgage Loan was authorized to do
business in the jurisdiction in which the related Mortgaged Property is located
at all times when it held the Mortgage Loan.
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25. There is no material default, breach or event of
acceleration existing under the related Mortgage or Mortgage Note, and Seller
has not, without having reviewed any public records, received notice of any
event (other than payments due but not yet 30 days' delinquent) that, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute such a material default, breach or event of acceleration;
provided, however, that this representation and warranty does not cover any
default, breach or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by Seller
in any other paragraph of this Exhibit C and provided, further, that certain
post-closing conditions or requirements may not have yet been completed.
26. If such Mortgage Loan is secured in whole or in part by the
interest of a Borrower under a Ground Lease and by the related fee interest,
such fee interest is encumbered by the related Mortgage, and the related
Mortgage does not by its terms provide that it will be subordinated to the lien
of any mortgage or any other lien upon such fee interest.
27. Such Mortgage Loan does not contain any equity
participation by the lender, provide for any contingent or additional interest
in the form of participation in the cash flow of the related Mortgaged Property
or, except for ARD Loans, provide for the negative amortization of interest.
28. No holder of such Mortgage Loan has, to Seller's knowledge,
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by the Mortgage Loan, except
for interest accruing from the date of origination of such Mortgage Loan or the
date of disbursement of the Mortgage Loan proceeds, whichever is later, to the
date which preceded by thirty (30) days the first Due Date under the related
Mortgage Note.
29. To Seller's knowledge, based on due diligence customarily
performed in the origination of comparable mortgage loans, as of the date of
origination of such Mortgage Loan, (a)(i) the related Borrower was in possession
of all material licenses, permits and authorizations required by applicable laws
for the ownership of the related Mortgaged Property as it was then operated and
(ii) with respect to each Mortgaged Property improved by a hotel or health care
facility, the related Borrower was in possession of all material licenses,
permits and authorizations required by applicable law for the ownership and
operation of the related Mortgaged Property as it was then operated, and (b) all
such licenses, permits and authorizations were valid and in full force and
effect.
30. The related Mortgage or Mortgage Note, together with
applicable state law, contains customary and enforceable provisions (subject to
the exceptions set forth in paragraph 12 above) such as to render the rights and
remedies of the holders thereof adequate for the practical realization against
the related Mortgaged Property of the principal benefits of the security
intended to be provided thereby.
31. Such Mortgage Loan is (and, if such Mortgage loan is an
asset of a Loan REMIC, the related Loan REMIC Regular Interest also is) a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code.
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32. No fraud with respect to such Mortgage Loan has taken place
on the part of Seller in connection with the origination of such Mortgage Loan.
33. The terms of such Mortgage Loan provide or, at lender's
option, permit, and the terms of the Pooling and Servicing Agreement and any
Sub-Servicing Agreement to which such Mortgage Loan is subject provide for
purposes of calculating distributions on the Certificates and additional
compensation payable to the Master Servicer, the Special Servicer and any
related Sub-Servicer, that payments on and proceeds of such Mortgage Loan will
be applied to principal and interest at the related Mortgage Rate (excluding, in
the case of an ARD Loan after its Anticipated Repayment Date, Additional
Interest) due and owing at the time such payments or proceeds are received,
prior to being applied to any Default Charges, assumption fees and modification
fees then due and owing.
34. The origination, servicing and collection practices used
with respect to such Mortgage Loan have been in all material respects legal and
have met generally accepted servicing standards for similar commercial and
multifamily mortgage loans.
35. There exists as part of the related Mortgage File an
Assignment of Leases (either as a separate instrument or incorporated into the
related Mortgage); and such Assignment of Leases creates in favor of the holder,
a valid, perfected and (subject to the exceptions set forth in paragraph 12
above) enforceable lien of the same priority as the related Mortgage, in the
property and rights described therein; provided that the enforceability of such
lien is subject to applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws affecting the enforcement of creditors' rights
generally, and by general principles of equity. Seller has the full right to
assign to the Purchaser such Assignment of Leases and the lien created thereby
as described in the immediately preceding sentence. No Person other than the
Borrower owns any interest in any payments due under the related leases. The
related Mortgage or such Assignment of Leases provides for the appointment of a
receiver for rents or allows the lender to enter into possession to collect rent
or provides for rents to be paid directly to the mortgagee in the event of a
default.
36. Without having reviewed any public records since
origination, Seller has no knowledge that the related Mortgaged Property is
encumbered by any debt other than the related Mortgage Loan or another Mortgage
Loan.
37. Subject to a one-time (or, in the case of certain Mortgage
Loans, a multiple-time) transfer right allowed in accordance with certain
provisions set forth in the related Mortgage, the related Mortgage contains a
"due-on-sale" clause which provides for the acceleration of, or permits the
lender to accelerate, the payment of the unpaid principal balance of such
Mortgage Loan if, without the prior written consent of the holder of the
Mortgage and/or the satisfaction of specified criteria set forth in the related
Mortgage Loan documents, the related Borrower transfers ownership of the related
Mortgaged Property subject to such Mortgage or, any controlling interest in the
related Borrower is directly or indirectly transferred or sold.
38. Seller has not waived any claims against the related
Borrower or any related guarantor under any non-recourse exceptions contained in
the related Mortgage Note.
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39. The related Mortgage and/or Mortgage Note provides that the
related Borrower shall be fully and personally liable for all liabilities,
costs, losses, damages, expenses or claims suffered or incurred by the lender by
reason of or in connection with and to the extent of any material fraud or
intentional and material misrepresentation by the related Borrower in connection
with such Mortgage Loan.
40. If such Mortgage Loan is an ARD Loan, it commenced
amortizing on its initial scheduled Due Date, and it provides that: (i) its
Mortgage Rate will increase by at least two (2) percentage points in connection
with the passage of its Anticipated Repayment Date; (ii) its Anticipated
Repayment Date is approximately five (5) to fifteen (15) years following the
origination of such Mortgage Loan; (iii) except in the case of the Mortgage Loan
identified on the Mortgage Loan Schedule as Federal Express Facility, no later
than the related Anticipated Repayment Date, the related Borrower is required
(if it has not previously done so) to enter into a "lockbox agreement" whereby
all revenue from the related Mortgaged Property shall be deposited directly into
a designated account controlled by the Master Servicer; (iv) any cash flow from
the related Mortgaged Property that is applied to amortize such Mortgage Loan
following its Anticipated Repayment Date shall, to the extent such net cash flow
is in excess of the Scheduled P&I Payment payable therefrom, be net of budgeted
and discretionary (servicer approved) capital expenditures; and (v) except in
the case of the Mortgage Loan identified on the Mortgage Loan Schedule as
Federal Express Facility, if the property manager for the related Mortgaged
Property can be removed by or at the direction of the lender on the basis of a
debt service coverage test, the subject debt service coverage ratio shall be
calculated without taking account of any increase in the related Mortgage Rate
on such Mortgage Loan's Anticipated Repayment Date.
41. At origination of such Mortgage Loan, the related Borrower
was not, to Seller's knowledge (based on customary and usual due diligence
conducted by prudent institutional commercial mortgage lenders), a debtor in any
pending state or federal bankruptcy or insolvency proceeding. Furthermore, at
the Closing Date, without having reviewed any public records, Seller has no
knowledge that the related Borrower was a debtor in any pending state or federal
bankruptcy or insolvency proceeding.
42. The servicing and collection practices used with respect to
such Mortgage Loan have in all material respects been legal and met customary
standards used by institutional lenders with respect to comparable mortgage
loans.
43. Without having reviewed any public records since
origination, Seller has no knowledge of any pending litigation or other legal
proceedings involving the related Borrower or the related Mortgaged Property
that can reasonably be expected to materially interfere with the security
intended to be provided by the related Mortgage, the current use of the related
Mortgaged Property, or the current ability of the Mortgaged Property to generate
net cash flow sufficient to service the Mortgage Loan.
44. If such Mortgage Loan had a Cut-off Date Balance greater
than $5,000,000, the related Borrower has provided in its organizational
documents and/or covenanted in the Mortgage Loan documents to own no significant
asset other than the related Mortgaged Property, Mortgaged Properties securing
other Mortgage Loans and assets incidental
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to its ownership and operation of such Mortgaged Property or Properties; and to
Seller's knowledge, at the time of origination of such Mortgage Loan, the
related Borrower was in compliance with such provisions/covenants.
45. Except in cases where the related Mortgage Note or the
related Mortgage provide for (a) a release of a portion of the related Mortgaged
Property, which portion was not considered material for purposes of underwriting
the Mortgage Loan or (b) a release of a portion of the related Mortgaged
Property conditioned upon the satisfaction of certain underwriting and legal
requirements, property performance requirements and/or the payment of a release
price, neither the related Mortgage Note nor the related Mortgage requires the
lender to release all or any material portion of the related Mortgaged Property
from the lien of the related Mortgage except upon payment in full of all amounts
due under the related Mortgage Loan.
46. Such Mortgage Loan does not permit the related Mortgaged
Property to be encumbered subsequent to the Closing Date by any lien junior to
or of equal priority with the lien of the related Mortgage without the prior
written consent of the holder thereof.
47. With respect to any Mortgage Loan that is a Defeasance
Loan, except for the Mortgage Loan identified on the Mortgage Loan Schedule as
Heritage House, the related Mortgage Note or Mortgage provides that (a) the
Defeasance Option is not exercisable prior to a date that is at least two (2)
years following the Startup Day for REMIC I (or, if such Mortgage Loan is an
asset of a Loan REMIC, for such Loan REMIC) and (b) the Borrower will not be
liable for any shortfalls from the Defeasance Collateral or otherwise become
subject to recourse liability with respect to the Defeasance Loan except to the
extent so liable prior to defeasance; and, further, contains no provision that
would result in a new Borrower on the Defeasance Loan without the consent of the
related lender (unless such new Borrower is acquiring the Mortgaged Property
that was the initial security for the Defeasance Loan). In addition, each
Mortgage loan that is a Defeasance Loan permits defeasance (i) only with
substitute collateral constituting "government securities" within the meaning of
Treas. Reg. Section 1.860G-2(a)(8)(i) and (ii) to Seller's knowledge, only for
the purpose of facilitating the disposition of mortgaged real property and not
as part of an arrangement to collateralize a REMIC offering with obligations
that are not real estate mortgages.
48. If the Mortgage Loan permits defeasance, then the related
Mortgage or other related loan document provides that the related Borrower shall
pay all Rating Agency fees associated with defeasance (if Rating Agency approval
is a specific condition precedent thereto) and all other reasonable expenses
associated with defeasance, including, but not limited to, accountant's fees and
opinions of counsel, or, with respect to opinions of counsel, provide all such
opinions including a REMIC opinion.
49. If the Mortgage in respect of any Mortgage Loan is a deed
of trust, (A) a trustee, duly qualified under applicable law to serve as such,
is properly designated and serving under such Mortgage, and (B) except in
connection with a trustee's sale after default by the related Borrower, no fees
or expenses are payable to such trustee by Seller or any subsequent mortgagee.
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50. The related Mortgage Note is not secured by any collateral
that is not included in the Trust Fund.
51. If such Mortgage Loan is secured by the interest of the
related Borrower as a lessee under a Ground Lease covering all or any material
portion of the related Mortgaged Property, but not by the related fee interest
in such Mortgaged Property or portion thereof:
(A) As of the origination of such Mortgage Loan, such Ground
Lease was in full force and effect and, to Seller's knowledge, no
material default existed under such Ground Lease nor did any
estoppel from the related ground lessor indicate a material
incipient default; Seller has provided the ground lessor with
notice of its lien in accordance with the terms of such Ground
Lease; and, as of the Closing Date, Seller has not received
written notice of any material default under such Ground Lease;
(B) Either (1) the related ground lessor has subordinated its
interest in the related Mortgaged Property to the interest of the
holder of the Mortgage Loan or (2) the related ground lessor has
granted the holder of the Mortgage Loan notice of and the right to
cure any default or breach by the ground lessee (provided that the
holder of the Mortgage Loan has provided the ground lessor with
notice of its lien in accordance with the terms of such Ground
Lease);
(C) Upon the foreclosure of such Mortgage Loan or acceptance of
a deed in lieu thereof (provided that the holder of the Mortgage
Loan has provided the ground lessor with notice of its lien in
accordance with the terms of such Ground Lease), the related
Ground Lease is assignable to the lender under such Mortgage Loan
and its assigns without the consent of the ground lessor
thereunder (or such consent, if required, cannot be unreasonably
withheld);
(D) Such Ground Lease or a memorandum thereof has been or will
be duly recorded; such Ground Lease, or an estoppel letter or
other agreement received by the originator of such Mortgage Loan
from the ground lessor, permits the interest of the lessee
thereunder to be encumbered by the related Mortgage; and there has
been no material change in the terms of such Ground Lease since
its recordation, with the exception of written instruments which
are a part of the related Mortgage File;
(E) Such Ground Lease is not subject to any liens or
encumbrances superior to, or of equal priority with, the related
Mortgage, other than the related fee interest and Permitted
Encumbrances;
(F) Such Ground Lease, or an estoppel letter or other agreement
received by the originator of such Mortgage Loan from the ground
lessor, provides that (provided that, to the extent required by
such Ground Lease or estoppel letter, the holder of the Mortgage
Loan has provided the ground lessor with notice of its lien in
accordance with the terms of such Ground Lease) no notice of
termination given under such Ground Lease is effective against the
holder unless a copy has
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been delivered to such lender in the manner described in such
Ground Lease, to the extent the manner of delivery is described in
such Ground Lease or estoppel letter;
(G) Such Ground Lease, or an estoppel letter or other agreement
received by the originator of such Mortgage Loan from the ground
lessor, requires the ground lessor to enter into a new lease with
the holder of such Mortgage Loan upon termination of such Ground
Lease for any reason, including rejection of such Ground Lease in
a bankruptcy proceeding (provided that the holder of the Mortgage
Loan has provided the ground lessor with notice of its lien in
accordance with the terms of such Ground Lease);
(H) Such Ground Lease has an original term (or an original term
plus one or more optional renewal terms, which, under all
circumstances, may be exercised, and will be enforceable, by the
holder of such Mortgage Loan if it becomes the owner of such
leasehold interest) that extends not less than the earlier to
occur of (i) 20 years beyond the stated maturity of such Mortgage
Loan or (ii) 10 years beyond the amortization period of such
Mortgage Loan;
(I) Under the terms of such Ground Lease, or an estoppel letter
or other agreement received by the originator of the Mortgage Loan
from the ground lessor, and the related Mortgage, taken together
(provided that the holder of the Mortgage Loan has provided the
ground lessor with notice of its lien in accordance with the terms
of such Ground Lease), any related insurance proceeds or
condemnation proceeds with respect to the leasehold interest will
be applied either (1) to the repair or restoration of all or part
of the related Mortgaged Property, with the lender or a trustee
appointed by it having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in such
cases where the Ground Lease contains a provision entitling
another party to hold and disburse such proceeds would not be
viewed as commercially unreasonable by a prudent commercial
mortgage lender), or (2) to the payment of the outstanding
principal balance of such Mortgage Loan together with any accrued
interest thereon;
(J) Except in the case of the Mortgage Loan identified on the
Mortgage Loan Schedule as Herndon, such Ground Lease does not
impose any restrictions on subletting which would be viewed as
commercially unreasonable by a prudent commercial mortgage lender;
and
(K) Such Ground Lease may not be amended, modified or, except
in the case of a default, canceled or terminated without the prior
written consent of the holder of the Mortgage Loan, and any such
action without such consent is not binding on such holder,
provided that such holder has provided the ground lessor with
notice of its lien in accordance with the terms of such Ground
Lease.
52. Neither the related Mortgage Note nor the related Mortgage
contain provisions limiting the right or ability of Seller to assign, transfer
and convey such documents.
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53. Each Mortgaged Property constitutes one or more complete
separate tax lots.
54. Seller has inspected or caused to be inspected each related
Mortgaged Property within the 24 months preceding the Cut-off Date.
55. The related Mortgage requires the related Borrower to
provide the holder of such Mortgage with annual operating statements, rent rolls
and related information.
56. The related Mortgage or other related loan document
provides that the Borrower shall pay any fees payable to a Rating Agency in
connection with the approval of an assumption of the related Mortgage Loan (if
such Mortgage or other related loan document provides that Rating Agency
approval is a specific condition precedent thereto).
57. The related Mortgage or Mortgage Note provides a grace
period for delinquent Monthly Payments no longer than 10 days from the
applicable Due Date.
58. The related Mortgage or Mortgage Note provides that
scheduled payments of principal and/or interest on the related Mortgage Loan are
due on the first day or first Business Day of each month.
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EXHIBIT D-1
FORM OF CERTIFICATE OF
A SECRETARY OR ASSISTANT SECRETARY
OF SALOMON BROTHERS REALTY CORP.
Certificate of [Assistant] Secretary of Salomon Brothers Realty Corp.
I, __________________, hereby certify that I am a duly elected and
acting [Assistant] Secretary of Salomon Brothers Realty Corp. (the "Company"),
and certify further as follows:
2. The Company is a corporation duly organized and validly existing under
the laws of the State of New York;
3. Attached hereto as Exhibit A is a true, correct and complete copy of the
organizational documents of the Company, as in full force and effect on
the date hereof;
4. Attached hereto as Exhibit B is a certificate of the Secretary of State
of the State of New York, issued within 10 days of the date hereof with
respect to the good standing of the Company;
5. Since the date of the certificate attached hereto as Exhibit B, the
Company has not received any notification from the Secretary of the State
of New York, or from any other source, that the Company is not in good
standing in New York;
6. Attached hereto as Exhibit C are the resolutions of the board of
directors of the Company authorizing the transactions contemplated by the
Mortgage Loan Purchase Agreement dated as June 5, 2000 (the "Mortgage
Loan Purchase Agreement"), between Salomon Brothers Mortgage Securities
VII, Inc. ("SBMS VII") and the Company.
7. To the best of my knowledge, no proceedings looking toward liquidation or
dissolution of the Company are pending or contemplated; and
8. Each person who, as an officer or representative of the Company, signed
(a) the Mortgage Loan Purchase Agreement, (b) the Indemnification
Agreement dated as of June 5, 2000 (the "Indemnification Agreement"),
among the Company, SBMS VII, Salomon Smith Barney Inc., Greenwich Capital
Markets Inc. and Chase Securities Inc., and (c) any other document or
certificate delivered on or before the date hereof in connection with the
transactions contemplated by the foregoing documents, was, at the
respective times of such signing and delivery, and is as of the Closing
Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signature of such persons appearing on such
documents are their genuine signatures.
Capitalized terms used but not otherwise defined herein have the
respective meanings assigned to them in the Mortgage Loan Purchase Agreement
and, if not defined therein, then in the Indemnification Agreement.
D-1-1
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[SIGNATURE PAGE FOLLOWS]
D-1-2
<PAGE> 424
IN WITNESS WHEREOF, I have hereunto signed my name as of June ___,
2000.
By:
-----------------------------
Name:
Title: [Assistant] Secretary
The undersigned, an officer of the Company hereby certifies that
________________________ is the duly elected and qualified and acting
[Assistant] Secretary of the Company and that the signature appearing above is
his/her genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of June ___,
2000.
By:
-----------------------------
Name:
Title:
D-1-3
<PAGE> 425
EXHIBIT D-2
FORM OF CERTIFICATE OF
SALOMON BROTHERS REALTY CORP.
Certificate of Salomon Brothers Realty Corp.
In connection with the execution and delivery by Salomon Brothers
Realty Corp. (the "Company") of, and the consummation of the transactions
contemplated by, that certain Mortgage Loan Purchase Agreement dated as of June
5, 2000 (the "Mortgage Loan Purchase Agreement"), between Salomon Brothers
Mortgage Securities VII, Inc. ("SBMS VII") and the Company, the Company hereby
certifies that (i) its representations and warranties set forth in the Mortgage
Loan Purchase Agreement and in the Indemnification Agreement dated as of June 5,
2000, among the Company, SBMS VII, Salomon Smith Barney Inc., Greenwich Capital
Markets, Inc. and Chase Securities Inc. (the "Indemnification Agreement"; and,
collectively with the Mortgage Loan Purchase Agreement, the "Agreements"), are
true and correct in all material respects at and as of the date hereof with the
same effect as if made on the date hereof, and (ii) it has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part required under the Mortgage Loan Purchase Agreement to be performed or
satisfied at or prior to the date hereof. Capitalized terms used but not
otherwise defined herein have the respective meanings assigned to them in the
Mortgage Loan Purchase Agreement and, if not defined therein, then in the
Indemnification Agreement.
Certified this ___ day of June, 2000.
SALOMON BROTHERS REALTY CORP.
By:
----------------------------
Name:
Title:
D-2-1
<PAGE> 426
EXHIBIT D-3A
FORM OF OPINION OF IN-HOUSE COUNSEL TO
THE SELLER
June ___, 2000
Addressees listed on Exhibit A hereto
Re: Salomon Brothers Mortgage Securities VII, Inc.
Commercial Mortgage Pass-Through
Certificates, Series 2000-C1
Ladies and Gentlemen:
This opinion is being provided to you by ____________ pursuant to
Section 7(g) the Mortgage Loan Purchase Agreement, dated as of June 5, 2000 (the
"Mortgage Loan Purchase Agreement"), between Salomon Brothers Mortgage
Securities VII, Inc. ("SBMS VII") and Salomon Brothers Realty Corp. (the
"Company"), relating to the sale by the Company of certain mortgage loans (the
"Mortgage Loans"). I have also acted as counsel to the Company in connection
with its entering into the Indemnification Agreement dated as of June ___, 2000
(the "Indemnification Agreement"), among the Company, SBMS VII, Salomon Smith
Barney Inc., Greenwich Capital Markets, Inc. and Chase Securities Inc. The
Mortgage Loan Purchase Agreement and the Indemnification Agreement are
collectively referred to herein as the "Agreements". Capitalized terms not
otherwise defined herein have the meanings assigned to them in the Mortgage Loan
Purchase Agreement.
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records of the Company,
certificates of public officials, officers of the Company and other persons and
other documents, agreements and instruments and have made such other
investigations as I have deemed necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a validly existing ______________ in good standing under
the laws of the State of _____, with corporate power and authority under
such laws to own its properties and assets and to conduct its business as
contemplated in the Agreements and to enter into and perform its
obligations under the Agreements.
2. Each Agreement has been duly authorized, executed and delivered by the
Company.
3. No consent, approval, authorization or order of any court, governmental
agency or body is required in connection with the execution and delivery
by the Company of the
D-3A-1
<PAGE> 427
Agreements, except for those consents, approvals, authorizations or
orders that previously have been obtained.
4. The transfer of the Mortgage Loans as provided in the Agreements and the
fulfillment of the other terms of the Agreements will not conflict with
or result in a violation of the [Articles of Incorporation or the
By-laws] of the Company or any agreement, instrument, order, writ,
judgment or decree known to me to which the Company is a party or is
subject.
5. To the best of my knowledge, there are no actions or proceedings against
the Company, pending (with regard to which the Company has received
service of process) or overtly threatened in writing before any court,
governmental agency or arbitrator which affect the enforceability of the
Agreements, or which would draw into question the validity of the
Agreements or any action taken or to be taken in connection with the
Company's obligations contemplated therein, or which would materially
impair the Company's ability to perform under the terms of the
Agreements.
The opinions expressed herein are limited to the laws of the State
of New York and the federal law of the United States.
This opinion is given to you for your sole benefit, and no other
person or entity is entitled to rely hereon without my express written consent.
Very truly yours,
D-3A-2
<PAGE> 428
EXHIBIT D-3B
FORM OF OPINION OF SIDLEY & AUSTIN, SPECIAL COUNSEL TO
THE SELLER
June _____, 2000
Salomon Brothers Mortgage Standard & Poor's Rating Services,
Securities VII, Inc. a division of The McGraw-Hill
388 Greenwich Street Companies, Inc.
New York, New York 10013 55 Water Street, 41st Floor
New York, New York 10004
Salomon Smith Barney Inc. Moody's Investors Service, Inc.
388 Greenwich Street 99 Church Street
New York, New York 10013 New York, New York 10007
Greenwich Capital Markets, Inc. Salomon Brothers Realty Corp.
600 Steamboat Road 388 Greenwich Street
Greenwich, Connecticut 06830 New York, New York 10013
Chase Securities Inc. Norwest Bank Minnesota,
270 Park Avenue National Association
New York, New York 10017 45 Broadway, 12th Floor
New York, New York 10006
Re: Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2000-C1
Ladies and Gentlemen:
We have acted as special counsel to Salomon Brothers Realty Corp.
("SBRC") with respect to certain matters in connection with the transactions
contemplated by that certain Mortgage Loan Purchase Agreement, dated as of June
5, 2000 (the "Mortgage Loan Purchase Agreement"), between SBRC, as seller, and
Salomon Brothers Mortgage Securities VII, Inc. ("SBMS VII"), as purchaser.
This opinion letter is being provided to you pursuant to Section
7(h) of the Mortgage Loan Purchase Agreement. Capitalized terms not defined
herein have the respective meanings set forth in, or otherwise assigned to them
pursuant to, the Mortgage Loan Purchase Agreement.
For the purposes of this opinion letter, we have reviewed the
Mortgage Loan Purchase Agreement. In addition, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such other
documents and records as we have deemed relevant or necessary as the basis for
the opinions contained in this letter; we have obtained such certificates
D-3B-1
<PAGE> 429
from and made such inquiries of officers and representatives of the parties to
the Mortgage Loan Purchase Agreement and public officials as we have deemed
relevant or necessary as the basis for such opinions; and we have relied upon,
and assumed the accuracy of, such other documents and records, such certificates
and the statements made in response to such inquiries, with respect to the
factual matters upon which such opinions are based. We have also assumed (i) the
truthfulness and accuracy of each of the representations and warranties as to
factual matters material to this opinion contained in the Mortgage Loan Purchase
Agreement, (ii) the legal capacity of natural persons, (iii) the genuineness of
all signatures, (iv) the authenticity of all documents submitted to us as
originals, (v) the conformity to the authentic originals of all documents
submitted to us as certified, conformed or photostatic copies, (vi) the due
organization of the parties to the Mortgage Loan Purchase Agreement and the
valid existence of each such entity in good standing under the laws of its
jurisdiction of organization, (vii) the power and authority of the parties to
the Mortgage Loan Purchase Agreement to enter into, perform under and consummate
the transactions contemplated by the Mortgage Loan Purchase Agreement, without
any resulting conflict with or violation of the organizational documents of any
such party or with or of any law, rule, regulation, order or decree applicable
to any such party or its assets, and without any resulting default under or
breach of any other agreement or instrument by which any such party is bound or
which is applicable to it or its assets, (viii) the due authorization by all
necessary action, and the due execution and delivery, of the Mortgage Loan
Purchase Agreement by the parties thereto, (ix) except as expressly addressed
below, the constitution of the Mortgage Loan Purchase Agreement as the legal,
valid and binding obligation of each party thereto, enforceable against such
party in accordance with its terms, and (x) the absence of any other agreement
that supplements or otherwise modifies the intentions and agreements of the
parties to the Mortgage Loan Purchase Agreement, as expressed therein. In
delivering this opinion letter, we do not express any opinions concerning the
laws of any jurisdiction other than the laws of the State of New York (without
regard to conflicts of laws principles).
Our opinions set forth below with respect to the enforceability of
any agreement or any particular right or obligation under any agreement are
subject to: (1) general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing and the doctrine of estoppel; (2)
the possible unavailability of specific performance and injunctive relief,
regardless of whether considered in a proceeding in equity or at law; (3) the
effect of certain laws, rules, regulations and judicial and other decisions upon
the enforceability of (a) any provision that purports to waive (i) the
application of any federal, state or local statute, rule or regulation, (ii) the
application of any general principles of equity or (iii) the obligation of
diligence, (b) any provision that purports to grant any remedies that would not
otherwise be available at law, to restrict access to any particular legal or
equitable remedies, to make any rights or remedies cumulative and enforceable in
addition to any other right or remedy, to provide that the election of any
particular remedy does not preclude recourse to one or more other remedies, to
provide that the failure to exercise or the delay in exercising rights or
remedies will not operate as a waiver of such rights or remedies, to impose
penalties or forfeitures, or to provide for set-off in the absence of mutuality
between the parties, (c) any provision that purports to release, exculpate or
exempt a party from, or indemnify a party for, liability for any act or omission
on its part that constitutes negligence, recklessness or willful or unlawful
conduct, (d) any provision that purports to govern matters of civil procedure,
including any such provision that purports to establish evidentiary standards,
to waive objections to venue or forum,
D-3B-2
<PAGE> 430
to confer subject matter jurisdiction on any court that would not otherwise have
such jurisdiction or to waive any right to a jury trial, or (e) any provision
that purports to render unenforceable any modification, waiver or amendment that
is not executed in writing, to sever any provision of any agreement, to appoint
any person or entity as the attorney-in-fact of any other person or entity or to
provide that any agreement or any particular provision thereof is to be governed
by or construed in accordance with the laws of any jurisdiction other than the
State of New York; (4) bankruptcy, insolvency, receivership, reorganization,
liquidation, voidable preference, fraudulent conveyance and transfer, moratorium
and other similar laws affecting the rights of creditors or secured parties
generally; and (5) public policy considerations underlying the securities laws,
to the extent that such public policy considerations limit the enforceability of
any provision of any agreement that purports or is construed to provide
indemnification with respect to securities law violations.
Based upon and subject to the foregoing, we are of the opinion
that the Mortgage Loan Purchase Agreement constitutes a valid, legal and binding
agreement of SBRC, enforceable against SBRC in accordance with its terms.
The opinions expressed herein are being delivered to you as of the
date hereof, and we assume no obligation to advise you of any changes of law or
fact that may occur after the date hereof, notwithstanding that such changes may
affect the legal analysis or conclusions contained herein. This opinion letter
is being delivered solely for your benefit in connection with the transactions
contemplated by the Mortgage Loan Purchase Agreement. Accordingly, it may not be
quoted, filed with any governmental authority or other regulatory agency or
otherwise circulated or utilized for any other purpose without our prior written
consent.
Very truly yours,
D-3B-3
<PAGE> 431
NEWYORK 166883v17
D-3B-4
<PAGE> 432
EXHIBIT M-2
FORM OF GCFP MORTGAGE LOAN PURCHASE
AND SALE AGREEMENT
<PAGE> 433
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated
and effective as of June 5, 2000, between Greenwich Capital Financial Products,
Inc., a Delaware corporation ("GCFP"), as seller (in such capacity, together
with its successors and permitted assigns hereunder, the "Seller"), and Salomon
Brothers Mortgage Securities VII, Inc., a Delaware corporation ("SBMS VII"), as
purchaser (in such capacity, together with its successors and permitted assigns
hereunder, the "Purchaser").
RECITALS
GCFP desires to sell, assign, transfer and otherwise convey to
SBMS VII, without recourse, and SBMS VII desires to purchase, subject to the
terms and conditions set forth herein, the multifamily and commercial mortgage
loans (the "Mortgage Loans") identified on the schedule annexed hereto as
Exhibit A (the "Mortgage Loan Schedule"), as such schedule may be amended from
time to time pursuant to the terms hereof.
SBMS VII intends to create a trust (the "Trust"), the primary
assets of which will be the Mortgage Loans and certain other multifamily and
commercial mortgage loans (the "Other Loans"; and, together with the Mortgage
Loans, the "Securitized Loans"). Beneficial ownership of the assets of the Trust
(such assets collectively, the "Trust Fund") will be evidenced by a series of
mortgage pass-through certificates (the "Certificates"). Certain classes of the
Certificates will be rated by Standard & Poor's Ratings Services, a Division of
the McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc. (together,
the "Rating Agencies"). Certain classes of the Certificates (the "Registered
Certificates") will be registered under the Securities Act of 1933, as amended
(the "Securities Act"). The Trust will be created and the Certificates will be
issued pursuant to a pooling and servicing agreement to be dated as of June 1,
2000 (the "Pooling and Servicing Agreement"), among SBMS VII as depositor, GMAC
Commercial Mortgage Corporation, as master servicer (in such capacity, the
"Master Servicer") and as special servicer (in such capacity, the "Special
Servicer"), and Norwest Bank Minnesota, National Association as trustee (the
"Trustee"). Capitalized terms used but not otherwise defined herein have the
respective meanings assigned to them in the Pooling and Servicing Agreement as
in full force and effect on the Closing Date (as defined in Section 1 hereof).
It is anticipated that SBMS VII will transfer the Mortgage Loans to the Trust
contemporaneously with its purchase of the Mortgage Loans hereunder.
SBMS VII intends to sell the Registered Certificates to Salomon
Smith Barney Inc. ("Salomon"), Greenwich Capital Markets, Inc. ("Greenwich
Capital") and Chase Securities Inc. ("Chase"), pursuant to an underwriting
agreement, dated the date hereof (the "Underwriting Agreement"), among SBMS VII,
Salomon, Greenwich Capital and Chase; and SBMS VII intends to sell the remaining
Certificates (the "Non-Registered Certificates") to Salomon, Greenwich Capital
and Chase, pursuant to a certificate purchase agreement, dated the date hereof
(the "Certificate Purchase Agreement"), among SBMS VII, Salomon, Greenwich
Capital and Chase. The Registered Certificates are more fully described in the
prospectus dated June 5, 2000
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<PAGE> 434
(the "Basic Prospectus"), and the supplement to the Basic Prospectus dated June
5, 2000 (the "Prospectus Supplement"; and, together with the Basic Prospectus,
the "Prospectus"), as each may be amended or supplemented any time hereafter.
The Non-Registered Certificates are more fully described in the private
placement memorandum dated June 5, 2000 (the "Memorandum"), as it may be amended
or supplemented at any time hereafter.
GCFP will indemnify SBMS VII, Salomon, Greenwich Capital, Chase
and certain related parties with respect to the disclosure regarding the
Mortgage Loans and GCFP contained in the Prospectus, the Memorandum and certain
other disclosure documents and offering materials relating to the Certificates,
pursuant to an indemnification agreement, dated the date hereof (the
"Indemnification Agreement"), among GCFP, SBMS VII, Salomon, Greenwich Capital
and Chase.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, assign, transfer and otherwise convey
(without recourse) to the Purchaser, and the Purchaser agrees to purchase,
subject to the terms and conditions set forth herein, the Mortgage Loans. The
purchase and sale of the Mortgage Loans shall take place on June 28, 2000 or
such other date as shall be mutually acceptable to the parties hereto (the
"Closing Date"). As of the close of business on June 1, 2000 (the "Cut-off
Date"), the Mortgage Loans will have an aggregate principal balance, after
application of all payments of principal due on the Mortgage Loans on or before
such date, whether or not received, of $486,023,600, subject to a variance of
plus or minus 5%. The purchase price for the Mortgage Loans shall be
as set forth in the price confirmation between the Seller and the Purchaser,
together with accrued interest at their respective Net Mortgage Rates from and
including the Cut-off Date to but not including the Closing Date, and shall be
paid to the Seller by wire transfer in immediately available funds on the
Closing Date (or by such other method as shall be mutually acceptable to the
parties hereto).
SECTION 2 Conveyance of the Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of
the purchase price referred to in Section 1 hereof, the Seller does hereby
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date. The Seller
shall, within 15 days of the discovery of an error on the Mortgage Loan
Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the
Trustee, as the case may be, an amended Mortgage Loan Schedule. The Mortgage
Loan Schedule, as it may be amended, shall conform to the requirements set forth
in this Agreement.
(b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong to the Seller).
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<PAGE> 435
(c) On or before the Closing Date, the Seller shall, at its
expense, deliver or cause to be delivered to the Purchaser or its designee the
Mortgage File and any Additional Collateral (other than reserve funds) with
respect to each Mortgage Loan. Unless the Purchaser notifies the Seller in
writing to the contrary, the designated recipient of the items described in the
preceding sentence shall be the Trustee.
If the Seller cannot deliver on the Closing Date any original or
certified recorded document or original policy of title insurance which is to be
delivered as part of the related Mortgage File, solely because the Seller is
delayed in making such delivery by reason of the fact that such original or
certified recorded document has not been returned by the appropriate recording
office or such original policy of title insurance has not yet been issued, then
the Seller shall notify the Purchaser, in writing, of such delay (unless the
Trustee shall have provided the Purchaser with an exception report indicating
such delay), and the Seller shall deliver such documents to the Purchaser or its
designee promptly upon the Seller's receipt thereof.
In addition, the Seller shall, at its expense, deliver to and
deposit with, or cause to be delivered to and deposited with, the Purchaser or
its designee, on or before the Closing Date, the following items: (i) copies of
the Mortgage Files for the respective Original Mortgage Loans, (ii) originals or
copies of all financial statements, appraisals, environmental/ engineering
reports, leases, rent rolls and tenant estoppels in the possession or under the
control of the Seller that relate to the Mortgage Loans and, to the extent they
are not required to be a part of a Mortgage File in accordance with the
definition thereof, originals or copies of all documents, certificates and
opinions in the possession or under the control of the Seller that were
delivered by or on behalf of the related Borrowers in connection with the
origination of the Mortgage Loans; and (iii) all unapplied reserve funds and
escrow payments in the possession or under the control of the Seller that relate
to the Mortgage Loans. Unless the Purchaser notifies the Seller in writing to
the contrary, the designated recipient of the items described in clauses (i) -
(iii) of the preceding sentence shall be the Master Servicer.
The Seller shall also provide to the Master Servicer and the
Certificate Administrator the initial data on the Mortgage Loans (as of the
Closing Date or the most recent earlier date for which such data is available)
contemplated by the Loan Set-up File, the Loan Periodic Update File, the
Operating Statement Analysis Report and the Property File.
(d) The Seller shall be responsible for all costs and expenses
associated with recording and/or filing any and all assignments and other
instruments of transfer with respect to the Mortgage Loans that are required to
be recorded or filed, as the case may be, under the Pooling and Servicing
Agreement; provided that the Seller shall not be responsible for actually
recording or filing any such assignments or other instruments of transfer. If
any such assignment or other instrument of transfer is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, and the
Seller is given notice to this effect by the Purchaser or its designee, the
Seller shall prepare or cause the preparation of a substitute therefor or cure
such defect, as the case may be. The Seller shall provide the Purchaser or its
designee with a power of attorney to enable it or them to record any loan
documents that the Purchaser has been unable to record.
3
<PAGE> 436
(e) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller shall report its transfer of the
Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage
Loans to the Purchaser in exchange for the consideration specified in Section 1
hereof. In connection with the foregoing, the Seller shall cause all of its
records to reflect such transfer as a sale (as opposed to a secured loan).
(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.
SECTION 3. Examination of Mortgage Loan Files and Due Diligence
Review.
The Seller shall reasonably cooperate with any examination of the
Mortgage Files for, and any other documents and records relating to, the
Mortgage Loans, that may be undertaken by or on behalf of the Purchaser. The
fact that the Purchaser has conducted or has failed to conduct any partial or
complete examination of any of the Mortgage Files for, and/or any of such other
documents and records relating to, the Mortgage Loans, shall not affect the
Purchaser's right to pursue any remedy available in equity or at law for a
breach of the Seller's representations and warranties made pursuant to Section
4.
SECTION 4. Representations, Warranties and Covenants of the
Seller.
(a) The Seller hereby makes, as of the Closing Date, to and for
the benefit of the Purchaser, each of the representations and warranties set
forth in Exhibit B.
(b) The Seller hereby makes, as of the Closing Date (or as of such
other date specifically provided in the particular representation or warranty)
to and for the benefit of the Purchaser, each of the representations and
warrantees set forth in Exhibit C.
(c) It is understood and agreed that the representations and
warranties set forth in this Section 4 shall survive delivery of the respective
Mortgage Files to the Purchaser or its designee and shall inure to the benefit
of the Purchaser for so long as any of the Mortgage Loans remains outstanding,
notwithstanding any restrictive or qualified endorsement or assignment.
SECTION 5. Notice of Breach; Cure, Repurchase and Substitution.
(a) Within 90 days of the earlier of discovery or receipt of
notice by the Seller that there has been a Material Breach or a Material
Document Defect, the Seller shall, subject to subsection (b) below, (i) cure
such Material Breach in all material respects or (ii) repurchase each affected
Mortgage Loan (each, a "Defective Mortgage Loan") at the related Purchase Price,
to be deposited or delivered in accordance with the directions of the Purchaser;
provided that if (i) any such Material Breach does not relate to whether the
Defective Mortgage Loan was, as of the Closing Date (or, in the case of a
Replacement Mortgage Loan, as of the related date of substitution), a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code (a
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<PAGE> 437
"Qualified Mortgage"), (ii) such Material Breach is capable of being cured but
not within such 90-day period, (iii) the Seller has commenced and is diligently
proceeding with the cure of such Material Breach within such 90-day period, (iv)
the Seller shall have delivered to the Purchaser a certification executed on
behalf of the Seller by an officer thereof setting forth the reason that such
Material Breach is not capable of being cured within the initial 90-day period
and what actions the Seller is pursuing in connection with the cure thereof and
stating that the Seller anticipates that such Material Breach will be cured
within an additional period not to exceed 90 more days, and (v) the Defective
Mortgage Loan is not a Specially Serviced Mortgage Loan under the Pooling and
Servicing Agreement, then the Seller shall have up to an additional 90 days to
complete such cure or, failing such, to repurchase the Defective Mortgage Loan;
and provided, further, that if the Seller's obligation to repurchase any
Defective Mortgage Loan as a result of a Material Breach or a Material Document
Defect arises within the three-month period commencing on the Closing Date (or
within the two-year period commencing on the Closing Date if the Defective
Mortgage Loan is a "defective obligation" within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), and
if the Defective Mortgage Loan is still subject to the Pooling and Servicing
Agreement, the Seller may, at its option, in lieu of repurchasing such Defective
Mortgage Loan (but, in any event, no later than such repurchase would have to
have been completed), (x) replace such Defective Mortgage Loan with one or more
substitute mortgage loans that individually and collectively satisfy the
requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement, and (y) pay any corresponding
Substitution Shortfall Amount, such substitution and payment to be effected in
accordance with the terms of the Pooling and Servicing Agreement. Any such
repurchase or replacement of a Defective Mortgage Loan shall be on a whole loan,
servicing released basis (subject to any right of a Designated Sub-Servicer to
continue to sub-service such Defective Mortgage Loan as set forth in the related
Designated Sub-Servicer Agreement). The Seller shall have no obligation to
monitor the Mortgage Loans regarding the existence of a Material Breach or a
Material Document Defect, but if the Seller discovers a Material Breach with
respect to a Mortgage Loan, it will notify the Purchaser.
Whenever one or more mortgage loans are substituted for a
Defective Mortgage Loan as contemplated by this Section 5(a), the Seller shall
(i) deliver the related Mortgage File for each such substitute mortgage loan to
the Purchaser or its designee, (ii) certify that such substitute mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case may be, all of
the requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such certification
to the Purchaser or its designee. No mortgage loan may be substituted for a
Defective Mortgage Loan as contemplated by this Section 5(a) if the Defective
Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which
case, absent cure of the relevant Material Breach or Material Document Defect,
the Defective Mortgage Loan will be required to be repurchased as contemplated
hereby. Monthly Payments due with respect to each Replacement Mortgage Loan (if
any) after the related date of substitution, and Monthly Payments due with
respect to each Defective Mortgage Loan (if any) after the Cut-off Date (or, in
the case of a Replacement Mortgage Loan, after the related date of substitution)
and on or prior to the related date of repurchase or replacement, shall belong
to the Purchaser and its successors and assigns. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) on or prior to the related
date of substitution, and Monthly Payments due with respect to each Defective
Mortgage Loan (if any) after the related date of repurchase or replacement,
shall belong to the Seller.
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If any Defective Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 5(a), the Seller shall amend the Mortgage Loan
Schedule to reflect the removal of the Defective Mortgage Loan and, if
applicable, the substitution of the related Replacement Mortgage Loan(s) and
shall forward such amended schedule to the Purchaser.
It is understood and agreed that the obligations of the Seller set
forth in this Section 5(a) to cure a Material Breach or a Material Document
Defect or repurchase or replace the related Defective Mortgage Loan(s),
constitute the sole remedies available to the Purchaser with respect to a Breach
or Document Defect.
For purposes of the application of remedies (but not for purposes
of determining if there is a Material Breach or Material Document Defect) under
this Section 5(a), any group of two or more Mortgage Loans that are
cross-collateralized with each other shall be treated as a single Mortgage Loan.
(b) It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to Section 5(a) that (i) the
Trustee as assignee of the Purchaser shall have executed and delivered such
instruments of transfer or assignment then presented to it by the Seller, in
each case without recourse, as shall be necessary to vest in the Seller the
legal and beneficial ownership of such Defective Mortgage Loan (including any
property acquired in respect thereof or proceeds of any insurance policy with
respect thereto), to the extent that such ownership interest was transferred to
the Purchaser hereunder and (ii) the Purchaser or its assignee shall release or
cause the release to the Seller or its designee of the Mortgage File, any
Additional Collateral, the Servicing File and any Escrow Payments and/or Reserve
Funds held by or on behalf of the Purchaser (or its assignee) with respect to
such Mortgage Loan.
SECTION 6. Closing.
The closing of the sale of the Mortgage Loans (the "Closing")
shall be held at the offices of Sidley & Austin, 875 Third Avenue, New York, New
York 10022 at 10:00 a.m., New York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller
made pursuant to Section 4 of this Agreement shall be true and
correct in all material respects as of the Closing Date;
(b) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable
to the Purchaser and, in the case of the Pooling and Servicing
Agreement (insofar as it affects the obligations of the Seller
hereunder), to the Seller, shall be duly executed and delivered by
all signatories as required pursuant to the respective terms
thereof;
(c) The Seller shall have delivered and released to the
Purchaser or its designee, all documents and funds required to be
so delivered pursuant to Section 2 of this Agreement;
6
<PAGE> 439
(d) The result of any examination of the Mortgage Files for,
and any other documents and records relating to, the Mortgage
Loans performed by or on behalf of the Purchaser pursuant to
Section 3 hereof shall be satisfactory to the Purchaser in its
sole determination;
(e) All other terms and conditions of this Agreement required
to be complied with on or before the Closing Date shall have been
complied with, and the Seller shall have the ability to comply
with all terms and conditions and perform all duties and
obligations required to be complied with or performed after the
Closing Date;
(f) The Seller shall have paid all fees, costs and expenses
payable by it to the Purchaser or otherwise pursuant to this
Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate
Purchase Agreement shall have been terminated in accordance with
its terms.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents.
The Closing Documents shall consist of the following:
(a) This Agreement duly executed and delivered by the Purchaser
and the Seller;
(b) The Pooling and Servicing Agreement duly executed and
delivered by SBMS VII, the Master Servicer, the Special Servicer and the
Trustee;
(c) The Indemnification Agreement dated as of June 5, 2000; duly
executed and delivered by GCFP, the Depositor and each of Salomon, Greenwich
Capital and Chase;
(d) An Officer's Certificate substantially in the form of Exhibit
D-1 hereto, executed by the Secretary or an assistant secretary of the Seller,
in his or her individual capacity, and dated the Closing Date, and upon which
the Purchaser, Salomon, Greenwich Capital, Chase and the Rating Agencies
(collectively, the "Interested Parties") may rely, attaching thereto as exhibits
the organizational documents of the Seller, as in full force and effect on the
date hereof, and the Resolutions described in (g) below;
(e) A certificate of good standing with respect to the Seller
issued by the Secretary of State of the State of Delaware, dated not earlier
than 10 days prior to the Closing Date;
(f) A certificate of the Seller substantially in the form of
Exhibit D-2 hereto, executed by an executive officer or authorized signatory of
the Seller and dated the Closing Date, and upon which the Interested Parties may
rely;
7
<PAGE> 440
(g) Resolutions of the Seller authorizing the transactions
contemplated by this Agreement, which resolutions will be in full force and
effect, and will not have been rescinded, as of the Closing Date;
(h) A written opinion of in-house counsel for the Seller,
substantially in the form of Exhibit D-3A hereto (with any modifications
required by any Rating Agency, and subject to such reasonable assumptions,
qualifications and limitations as may be requested by counsel for the Seller and
acceptable to counsel for the Purchaser), dated the Closing Date and addressed
to SBMS VII, each of the other parties to the Pooling and Servicing Agreement,
Salomon, Greenwich Capital, Chase and each Rating Agency; a written opinion of
Sidley & Austin as special counsel for the Seller, substantially in the form of
Exhibit D-3B hereto (with any modifications required by any Rating Agency, and
subject to such reasonable assumptions, qualifications and limitations as may be
requested by counsel for the Seller and acceptable to counsel for the
Purchaser), dated the Closing Date and addressed to SBMS VII, each of the other
parties to the Pooling and Servicing Agreement, Salomon, Greenwich Capital,
Chase and each Rating Agency; and such other written opinions as may be required
by a Rating Agency (including, without limitation, a favorable opinion as to the
"true sale" characterization of the transfer of the Mortgage Loans contemplated
by this Agreement);
(i) One or more accountants' comfort letters relating to the
information regarding the Mortgage Loans contained in the Prospectus and
Memorandum that is of a statistical nature; and
(j) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 8. Costs.
Any costs and expenses incurred by either party hereto in
connection with the transactions contemplated hereunder shall be borne by the
parties in accordance with the terms of the Joint Securitization Term Sheet,
dated January 26, 2000 (the "Term Sheet") between Salomon Smith Barney, Inc. and
Greenwich Capital Markets, Inc.
SECTION 9. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to the Purchaser at 388 Greenwich Street, New
York, New York 10013, attention: Angela Hutzel, facsimile no. 212-816-8306, or
to such other address or facsimile number as may hereafter be furnished to the
Seller in writing by the Purchaser; and, if to the Seller, addressed to the
Seller at 600 Steamboat Road, Greenwich, Connecticut 06830, attention: Mark
Jarrell, facsimile no.: (203) 618-2134, or to such other address or facsimile
number as may hereafter be furnished to the Purchaser in writing by the Seller.
A copy of any such notice to the Seller shall be delivered concurrently by the
same means to: Greenwich Capital Financial Products, Inc., 600 Steamboat Road,
Greenwich, Connecticut 06830, attention: MBS Operations.
8
<PAGE> 441
SECTION 10. Characterization.
The parties hereto agree that it is their express intent that the
conveyance contemplated by this Agreement be, and be treated for all purposes
as, a sale by the Seller of all the Seller's right, title and interest in and to
the Mortgage Loans. The parties hereto further agree that it is not their
intention that such conveyance be deemed a pledge of the Mortgage Loans by the
Seller to secure a debt or other obligation of the Seller. However, in the event
that, notwithstanding the intent of the parties, the Mortgage Loans are held to
continue to be property of the Seller, then: (a) this Agreement shall be deemed
to be a security agreement under applicable law; (b) the transfer of the
Mortgage Loans provided for herein shall be deemed to be a grant by the Seller
to the Purchaser of a first priority security interest in all of the Seller's
right, title and interest in and to the Mortgage Loans and all amounts payable
to the holder(s) of the Mortgage Loans in accordance with the terms thereof
(other than scheduled payments of interest and principal due on or before the
Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property; (c) the
assignment by SBMS VII to the Trustee of its interests in the Mortgage Loans as
contemplated by Section 16 hereof shall be deemed to be an assignment of any
security interest created hereunder; (d) the possession by the Purchaser or any
successor thereto of the related Mortgage Notes and such other items of property
as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction; and
(e) notifications to, and acknowledgments, receipts or confirmations from,
persons or entities holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser or any successor thereto for
the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery.
All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser.
SECTION 12. Severability of Provisions.
Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without
9
<PAGE> 442
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 14. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.
SECTION 15. Further Assurances.
The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.
SECTION 16. Successors and Assigns.
The rights and obligations of the Seller under this Agreement
shall not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. In connection with its transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto, SBMS VII is
expressly authorized to assign it rights and obligations under this Agreement,
in whole or in part, to the Trustee for the benefit of the registered holders
and beneficial owners of the Certificates. To the extent of any such assignment,
the Trustee, for the benefit of the registered holders and beneficial owners of
the Certificates, shall be the Purchaser hereunder. In connection with the
transfer of any Mortgage Loan by the Trust as contemplated by the terms of the
Pooling and Servicing Agreement, the Trustee, for the benefit of the registered
holders and beneficial owners of the Certificates, is expressly authorized to
assign its rights and obligations under this Agreement, in whole or in part, to
the transferee of such Mortgage Loan. To the extent of any such assignment, such
transferee shall be the Purchaser hereunder (but solely with respect to such
Mortgage Loan that was transferred to it). Subject to the foregoing, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller and the Purchaser, and their respective successors and permitted assigns.
10
<PAGE> 443
SECTION 17. Amendments.
(a) No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a duly
authorized officer of the party against whom such waiver or modification is
sought to be enforced.
(b) Notwithstanding any contrary provision of this Agreement or
the Pooling and Servicing Agreement, no amendment of the Pooling and Servicing
Agreement that increases the obligations of or otherwise adversely affects the
Seller, shall be effective against the Seller.
SECTION 18. Assumption Expenses.
The Seller agrees to indemnify the Purchaser for the normal and
customary expenses incurred by the Trust in connection with an assumption, to
the extent that the related Mortgage Loan documents do not require the related
Borrower to pay all expenses incurred in connection with such assumption,
provided that the Seller is notified promptly after the related Borrower asserts
that it is not obligated to pay such expenses. The Seller will have five
business days following such notice to respond with a proposed resolution. The
Purchaser shall cooperate with the Seller in providing a copy of the relevant
portion of the Mortgage Loan documents and the Borrower's basis for asserting no
liability.
SECTION 19. Entire Agreement.
Except as otherwise expressly contemplated hereby, this Agreement
constitutes the entire agreement and understanding of the parties with respect
to the matters addressed herein, and this Agreement supersedes any prior
agreements and/or understandings, written or oral, with respect to such matters.
[SIGNATURE PAGE FOLLOWS]
11
<PAGE> 444
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By:
---------------------------
Name:
Title:
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
By:
---------------------------
Name:
Title:
<PAGE> 445
EXHIBIT A
MORTGAGE LOAN SCHEDULE
[See Attached Schedule]
Exh A-1
<PAGE> 446
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN
LOAN NUMBER NUMBER SELLER LOAN/PROPERTY NAME PROPERTY ADDRESS
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
03-0812021a 2 GCFP Jovanna Villas Apartments 2720 West Serene Avenue
03-0812021b 3 GCFP Los Cabos II Apartments 4701 Lawerence Street
03-0810209 4 GCFP Sunrise Plaza Shopping Center 620-696 Blossom Hill Road
HHCC0062 5 GCFP Hasbrouck & Torview Apartments 16A Kensington Circle
9902010037 8 GCFP Holiday Inn Somerset 195 Davidson Avenue
03-0812009 9 GCFP Southridge Shopping Center 1300-1450 Mendota Road
9903010048 10 GCFP Stewart Plaza 370-494 North Mountain Avenue
03-0810176 11 GCFP The Carriage Building (Building 39) 39 First Avenue
9904010057 12 GCFP 1000 Adams Avenue 1000 Adams Avenue
03-0812750 13 GCFP 101 West Avenue 101 West Avenue
03-0810693 14 GCFP Clearview Farms Apartments 306 Robert Quigley Drive
03-0810134 15 GCFP The TJ Building 930 Flushing Avenue
03-0812008 16 GCFP International Precision Components 28468 & 28251 North Ballard Road
Corp. Building
9908010077 17 GCFP 480 Sprague Street 480 Sprague Street
03-0812751 18 GCFP 990 Spring Garden Street 990 Spring Garden Street
03-0810647 20 GCFP 655 Merrick Avenue 655 Merrick Avenue
9906020003 21 GCFP Nicholson Plaza 5000-5060 Nicholson Lane
03-0810192 22 GCFP Ventura Village Shopping Center 21347 Ventura Boulevard
03-0810146 24 GCFP Courtyard Center 2404-2410 San Ramon Valley Boulevard
9904010055 25 GCFP Raymour & Flanigan Plaza A 625-665 Boston Road
03-0810207 26 GCFP 4707 East Baseline Road 4707 East Baseline Road
9911010023 27 GCFP Holiday Inn Arena 2-8 Hawley Street
03-0810195 28 GCFP Kentbrook Apartments 9803 South 248th Street
9901010030 29 GCFP Ramada Plaza Hotel and Office One Ramada Plaza
Building
20001020008 30 GCFP Quail Park I 801 South Rancho Drive
9902010043 31 GCFP 139 Main Street 139 Main Street
9911010016 32 GCFP Holiday Inn University 4105 Vestal Parkway East
03-0812500 33 GCFP PRG - Scenic Technologies 6050 South Valley View Boulevard
9910010080 34 GCFP Raymour & Flanigan Plaza B 490 New Park Avenue
9912020007 35 GCFP West County Professional and Medical 14120-14180 Beach Boulevard
Center
03-0810070 37 GCFP 15250 Avenue of Science 15250 Avenue of Science
03-0810074 38 GCFP The Barnyard Retail Center Highway One at Carmel Valley Road
03-0810184 39 GCFP 711 Madison Avenue 25 East 63rd Street
03-0810202 41 GCFP 4001 Fairview Industrial Drive 4001 Fairview Industrial Drive Southeast
Southeast
03-0810175 42 GCFP The Parris Building (Building 34) One First Avenue
03-0812501 45 GCFP Days Inn Singer Island 2700 North Ocean Avenue
03-0810097 46 GCFP The Sports Authority 51-30 Northern Boulevard
03-0810119 47 GCFP Grand Union Supermarket Southwest Corner of Route 7A and Equinox
Terrace
9911020006 48 GCFP Parklawn Center 11910 Parklawn Drive
03-0810154 49 GCFP Two World's Fair Drive Two World's Fair Drive
<CAPTION>
LOAN NUMBER CITY STATE ZIP CODE CUT-OFF DATE BALANCE ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
03-0812021a Las Vegas NV 89123 13,712,398.54 13,750,000.00
03-0812021b North Las Vegas NV 89031 9,972,653.53 10,000,000.00
03-0810209 San Jose CA 95123 14,887,462.50 14,930,000.00
HHCC0062 Garnerville NY 10923 14,641,646.86 14,700,000.00
9902010037 Somerset NJ 08873 12,899,823.81 13,000,000.00
03-0812009 Inver Grove Heights MN 55077 11,417,665.34 11,442,000.00
9903010048 Upland CA 91786 11,180,811.13 11,261,000.00
03-0810176 Charlestown MA 02129 10,957,229.98 11,000,000.00
9904010057 Lower Providence Township PA 19403 10,862,493.05 10,920,000.00
03-0812750 Jenkintown PA 19046 10,334,868.59 10,400,000.00
03-0810693 Scottsville NY 14546 9,745,437.85 9,773,000.00
03-0810134 Brooklyn NY 11206 8,133,454.02 8,200,000.00
03-0812008 Lake Forest IL 60045 8,028,928.29 8,048,000.00
9908010077 Dedham MA 02026 7,973,179.25 8,000,000.00
03-0812751 Philadelphia PA 19123 7,957,951.34 7,980,000.00
03-0810647 Westbury NY 11590 6,959,929.00 7,000,000.00
9906020003 Rockville MD 20852 6,834,741.86 6,900,000.00
03-0810192 Woodland Hills CA 91364 6,674,166.58 6,690,000.00
03-0810146 San Ramon CA 94583 6,557,619.61 6,600,000.00
9904010055 Springfield MA 01119 6,472,287.81 6,500,000.00
03-0810207 Phoenix AZ 85040 6,269,162.87 6,286,000.00
9911010023 Binghamton NY 13901 6,221,465.02 6,300,000.00
03-0810195 Kent WA 98031 6,079,439.34 6,100,000.00
9901010030 New Rochelle NY 10801 5,922,694.68 6,000,000.00
20001020008 Las Vegas NV 89106 5,888,509.06 5,900,000.00
9902010043 Cambridge MA 02142 5,657,038.58 5,700,000.00
9911010016 Vestal NY 13850 5,431,437.71 5,500,000.00
03-0812500 Las Vegas NV 89118 5,420,526.03 5,475,000.00
9910010080 West Hartford CT 06110 5,385,573.66 5,400,000.00
9912020007 Westminster CA 92683 5,286,459.35 5,300,000.00
03-0810070 San Diego CA 92128 5,259,510.24 5,350,000.00
03-0810074 Carmel Valley CA 93923 5,168,611.92 5,250,000.00
03-0810184 New York NY 10021 5,151,514.54 5,200,000.00
03-0810202 Salem OR 97302 4,836,599.49 4,850,000.00
03-0810175 Charlestown MA 02129 4,768,465.71 4,795,000.00
03-0812501 Singer Island FL 33404 4,462,078.10 4,500,000.00
03-0810097 Long Island City NY 11377 4,460,072.55 4,500,000.00
03-0810119 Manchester VT 05201 4,424,160.29 4,468,462.62
9911020006 Rockville MD 20852 4,112,970.74 4,125,000.00
03-0810154 Franklin NJ 08873 4,090,384.44 4,115,000.00
<CAPTION>
LOAN NUMBER MORTGAGE RATE
------------------------------------
<S> <C>
03-0812021a 8.300%
03-0812021b 8.300%
03-0810209 8.140%
HHCC0062 8.140%
9902010037 9.140%
03-0812009 8.670%
9903010048 7.920%
03-0810176 8.220%
9904010057 8.020%
03-0812750 7.685%
03-0810693 8.180%
03-0810134 8.430%
03-0812008 8.840%
9908010077 8.070%
03-0812751 8.260%
03-0810647 8.030%
9906020003 8.560%
03-0810192 8.220%
03-0810146 7.900%
9904010055 8.270%
03-0810207 8.380%
9911010023 8.060%
03-0810195 8.050%
9901010030 7.890%
20001020008 9.030%
9902010043 7.700%
9911010016 8.060%
03-0812500 8.310%
9910010080 8.390%
9912020007 8.560%
03-0810070 6.870%
03-0810074 7.000%
03-0810184 8.200%
03-0810202 8.260%
03-0810175 7.825%
03-0812501 9.110%
03-0810097 7.920%
03-0810119 8.120%
9911020006 8.575%
03-0810154 8.160%
</TABLE>
Exh A-1
<PAGE> 447
<TABLE>
<S> <C> <C> <C> <C>
03-0812011 50 GCFP Arden Woods Office Building 4105 Lexington Avenue North
03-0810650 51 GCFP 350 Centerpointe 350 Essjay Road
9912010031 52 GCFP Erie Canal Commons 2500-2570 Ridgeway Avenue
9908010074 53 GCFP Executive Center Northridge 19145-19215 Parthenia Street
03-0810663 55 GCFP Suncreek Corporate Center 7777 Greenback Lane
03-0810049 56 GCFP Airport Business Plaza 6401, 6431, 6451 South Country Club Road; 3191
East Valencia Road
03-0812014 58 GCFP Groesbeck Industrial Park 145-195 Malow Street
03-0810166 59 GCFP A Safe Self Storage 160 Johnson Avenue
9904010051 60 GCFP Audobon One 1890 Preston White Drive
03-0812503 61 GCFP Quail Valley Apartments 5300 Baseline Road
03-0810100 63 GCFP Tangerine Hill Apartments 360 Bethel Avenue
03-0812502 64 GCFP Modesto Imaging Center 157 East Coolidge Avenue
03-0812020a 65 GCFP Beechnut Grove Apartments 7511 Beechnut
03-0812020b 66 GCFP Woodvine Apartments 7550 Longpoint Road
9911010024 67 GCFP Holiday Inn Kennedy Space Center 4951 South Washington Avenue
03-0812001 68 GCFP Chateau Resort & Conf. 300 Camelback Road
03-0810199 69 GCFP West Pointe Apartments 2184 West 3100 South
03-0812013 70 GCFP Auburn Hills Industrial Center 68-70 Squirrel Road
03-0810160 73 GCFP Barcelona Apartments 5625 Manzanita Avenue
03-0810180 75 GCFP BankBoston Building 10 North Main Street
03-0810673 77 GCFP 43 West 47th Street 43 West 47th Street
03-0810041 79 GCFP 3832-3844 Sepulveda Boulevard 3832-3844 Sepulveda Boulevard
03-0810116 82 GCFP Fairfield Inn Houma 1530 Martin Luther King Boulevard
9904010050 88 GCFP Westgate Office Center 700 West Johnson Avenue
9904010053 89 GCFP Commonwealth Park 300 Dominion Drive
03-0810181 91 GCFP Centerpointe 24-Hour Fitness 336 North Sunrise Boulevard
9911020005 92 GCFP Keats Plaza 12115 Parklawn Drive
03-0810193 94 GCFP Glenmoor Green I Apartments 4602 Tieton Drive
03-0810194 97 GCFP Glenmoor Green II Apartments 701 South 48th Avenue
03-0810147 98 GCFP Flagship Wharf Commercial 197 Eighth Street
Condominium
9904010065 99 GCFP South Park Center 4700 Riverside Drive
03-0810142 100 GCFP 1952 West El Camino 1952 El Camino Real
03-0810171 102 GCFP Rockland Multi-family Residences Hingham Street & Cobb Drive; Manzella Court;
Pierce Road
03-0810664 103 GCFP Realty Expert Building 41051 Mission Boulevard
03-0810674 104 GCFP 75 Bermar Park, Nickel Office 75 Bermar Park, 3515 & 3535 Buffalo Road
Building & Tonida Office Building
03-0812002 107 GCFP Kmart South Bend 4850 Western Avenue
03-0810145 108 GCFP Wolfie's Plaza 100 South Military Trail
03-0810670 109 GCFP 200-220 West 1st Street 200-220 West 1st Street
9905010062 110 GCFP The Loring Building 3685 Main Street
03-0810178 111 GCFP Park Paloma Apartments 2930 North 46th Street
03-0810079 112 GCFP Mitchell Building 387-391 Main Mall
03-0812006 113 GCFP Kennedy I Office Building 804 North Milwaukee Street
03-0810152 115 GCFP 16300 Addison Road Office Building 16300 Addison Road
03-0810117 116 GCFP Fairfield Inn Jackson 5723 I-55 North
<S> <C> <C> <C> <C> <C>
03-0812011 Arden Hills MN 55126 4,089,469.58 4,100,000.00
03-0810650 Williamsville NY 14221 4,013,407.35 4,050,000.00
9912010031 Rochester NY 14626 3,968,362.42 4,000,000.00
9908010074 Northridge CA 91324 3,911,014.79 3,925,000.00
03-0810663 Citrus Heights CA 95610 3,837,367.70 3,850,000.00
03-0810049 Tucson AZ 85706 3,705,428.48 3,800,000.00
03-0812014 Mount Clemens MI 48143 3,687,015.36 3,700,000.00
03-0810166 Hackensack NJ 07601 3,538,409.59 3,560,000.00
9904010051 Reston VA 20190 3,501,443.38 3,525,000.00
03-0812503 Little Rock AR 72209 3,488,139.63 3,500,000.00
03-0810100 Sanger CA 93657 3,345,711.83 3,375,000.00
03-0812502 Modesto CA 95351 3,339,332.56 3,350,000.00
03-0812020a Houston TX 77074 2,208,119.47 2,215,000.00
03-0812020b Houston TX 77055 1,081,629.66 1,085,000.00
9911010024 Titusville FL 32780 3,258,862.60 3,300,000.00
03-0812001 Tannersville PA 18372 3,227,894.73 3,250,000.00
03-0810199 West Valley City UT 84119 3,215,949.33 3,229,000.00
03-0812013 Auburn Hills MI 48326 3,213,470.27 3,220,000.00
03-0810160 Carmichael CA 95608 3,151,810.47 3,170,000.00
03-0810180 Fall River MA 02724 3,038,355.72 3,050,000.00
03-0810673 New York NY 10036 2,978,382.70 3,000,000.00
03-0810041 Torrance CA 90505 2,946,157.15 3,000,000.00
03-0810116 Houma LA 70360 2,878,288.00 2,910,000.00
9904010050 Cheshire CT 06410 2,725,901.42 2,740,000.00
9904010053 Morrisville NC 27560 2,710,733.50 2,722,500.00
03-0810181 Roseville CA 95661 2,639,607.64 2,650,000.00
9911020005 Rockville MD 20852 2,617,345.03 2,625,000.00
03-0810193 Yakima WA 98908 2,541,542.28 2,550,000.00
03-0810194 Yakima WA 98908 2,466,813.16 2,475,000.00
03-0810147 Charlestown MA 02129 2,370,296.60 2,400,000.00
9904010065 Palm Beach Gardens FL 33410 2,364,397.65 2,376,000.00
03-0810142 Mountain View CA 94040 2,357,761.67 2,370,000.00
03-0810171 Rockland MA 02370 2,312,850.05 2,325,000.00
03-0810664 Fremont CA 94539 2,291,068.77 2,300,000.00
03-0810674 Gates NY 14624 2,283,786.06 2,300,000.00
03-0812002 South Bend IN 46619 2,240,142.88 2,250,000.00
03-0810145 Deerfield Beach FL 33442 2,228,325.68 2,250,000.00
03-0810670 Santa Ana CA 92701 2,216,999.71 2,225,000.00
9905010062 Riverside CA 92501 2,180,904.70 2,200,000.00
03-0810178 Phoenix AZ 85018 2,139,610.92 2,150,000.00
03-0810079 Poughkeepsie NY 12601 2,123,146.03 2,150,000.00
03-0812006 Milwaukee WI 53202 2,105,829.14 2,110,000.00
03-0810152 Addison TX 75248 2,082,048.10 2,100,000.00
03-0810117 Jackson MS 39213 2,067,224.04 2,090,000.00
<S> <C>
03-0812011 8.540%
03-0810650 8.360%
9912010031 7.780%
9908010074 8.550%
03-0810663 8.150%
03-0810049 7.180%
03-0812014 8.766%
03-0810166 8.620%
9904010051 7.750%
03-0812503 8.030%
03-0810100 7.420%
03-0812502 8.260%
03-0812020a 8.350%
03-0812020b 8.350%
9911010024 8.060%
03-0812001 9.310%
03-0810199 8.070%
03-0812013 8.866%
03-0810160 7.680%
03-0810180 8.290%
03-0810673 8.340%
03-0810041 7.090%
03-0810116 8.730%
9904010050 8.110%
9904010053 8.220%
03-0810181 8.570%
9911020005 8.575%
03-0810193 8.110%
03-0810194 8.120%
03-0810147 7.710%
9904010065 8.310%
03-0810142 8.410%
03-0810171 8.050%
03-0810664 8.225%
03-0810674 8.450%
03-0812002 8.170%
03-0810145 8.470%
03-0810670 8.870%
9905010062 8.080%
03-0810178 7.800%
03-0810079 8.050%
03-0812006 8.970%
03-0810152 8.160%
03-0810117 8.730%
</TABLE>
2
<PAGE> 448
<TABLE>
<S> <C> <C> <C> <C>
03-0810622 119 GCFP Nome Plaza Shopping Center 436-464 Nome Avenue
9901010034 120 GCFP River Park Shopping Center 3312 Peachtree Industrial Boulevard
03-0810115 122 GCFP Fairfield Inn Hattiesburg 173 Thornhill Drive
03-0810118 123 GCFP Fairfield Inn Lake Charles-Sulphur 2615 Ruth Street
03-0810603 126 GCFP 475-499 Hillside Avenue 475-499 Hillside Avenue
03-0810179 128 GCFP The Fleet Building 25 John A. Cummings Way
9905020002 129 GCFP Commack Tower Plaza 6300 Jericho Turnpike
9906010066 130 GCFP Shoppes of Northshore 363 Atlantic Boulevard
03-0810639 133 GCFP Amelia Court Apartments 1381 Ohio Pike (S.R. 125)
03-0810653 135 GCFP Silverbrook Apartments 1245 Columbine Street
9901010033 137 GCFP Westchester and New Haven Apartments 4021 & 4217 Hessmer Avenue
03-0810182 141 GCFP Horizons Apartments 1510 North 48th Street
03-0810005 142 GCFP Regency Square Apartments 1401 Cartier Drive
03-0810186 147 GCFP Westwood Apartments 6810 West Preece Lane
03-0812600 149 GCFP Pine Tree Square 379 Main Street
03-0810634 150 GCFP Thistlewood Apartments 1637 Alameda Drive
03-0810643 151 GCFP Lesbo/Bullion Mobile Home Park 611 Bullion Road
03-0810625 158 GCFP 14 Mamaroneck Avenue 14 Mamaroneck Avenue
03-0810607 161 GCFP Ambassador Apartments 3094 Brighton 5th Street
03-0810696 163 GCFP Oquendo Office Warehouse 3720 West Oquendo Road
03-0810685 164 GCFP Palm Harbor Mobile Home Park 7175 South U.S. 1
03-0810580 178 GCFP 8020 Northwest 60th Street 8020 Northwest 60th Street
03-0810000 180 GCFP Regency Palms Apartments 4113 East Linebaugh Avenue
03-0810563 181 GCFP Four Flags Motors, Inc. 2901 South Highway 159
03-0810652 182 GCFP Alexandria Gardens Apartments 130 South Alexandria Avenue
03-0810655 183 GCFP 47-49 Main Street 47-49 Main Street
03-0810621 191 GCFP 7-Eleven 9190 West Cheyenne Avenue
03-0810680 194 GCFP Palazzolo Plaza 800 Central Park Avenue
03-0810687 196 GCFP Lanewood Apartments 7075 Lanewood Avenue
03-0810678 197 GCFP Chris-Town Mobile Home Park 1919 West Colter Street
03-0810646 204 GCFP Spring Oaks Mobile Home & 22014 Spring Oaks Drive
Recreational Vehicle Park
03-0810573 207 GCFP The Nog Retail Center 2801 Nogalitos Street
03-0810630 208 GCFP London Square Apartments 403 Rockdale Avenue
03-0810638 210 GCFP Walnut Hills Apartments 102 Walnut Hills Drive
03-0810629 215 GCFP Rena's Village Plaza 7325-7371 Lake Underhill Drive
03-0810624 222 GCFP Country Square Mobile Home Park NC Highway 16/18
03-0810562 223 GCFP 1513-1517 Taylor Avenue 1513-1517 Taylor Avenue
03-0810658 224 GCFP Westside Warehouse 5201 Interstate Avenue
03-0810626 228 GCFP Capitol View Apartments, Charles 44-46 Capitol Avenue; 490 Burritt Street; 195
Apartments & Randolph Apartments Overlook Avenue
03-0810686 231 GCFP 2077-2089 New York Avenue 2077-2089 New York Avenue
03-0810632 234 GCFP Thornapple Apartments 4401 Thornway Drive
03-0810677 235 GCFP 2800 Oakmont Drive 2800 Oakmont Drive
03-0810654 238 GCFP Barclay Arms Apartments 5 Simmons Street
03-0810636 240 GCFP Elmgrove Apartments 510 Elmgrove Terrace
03-0810689 243 GCFP 135-145 Orange Street Apartments 135-145 Orange Street & 640-644 Union Street
<S> <C> <C> <C> <C> <C>
03-0810622 Staten Island NY 10314 2,026,300.14 2,050,000.00
9901010034 Duluth GA 30096 2,025,941.76 2,050,000.00
03-0810115 Hattiesburg MS 39402 1,997,986.88 2,020,000.00
03-0810118 Sulphur LA 70664 1,983,150.37 2,005,000.00
03-0810603 Hillside NJ 07205 1,868,202.60 1,900,000.00
03-0810179 Woonsocket RI 02895 1,842,937.09 1,850,000.00
9905020002 Commack NY 11725 1,839,805.53 1,860,000.00
9906010066 Atlantic Beach FL 32233 1,829,638.83 1,847,000.00
03-0810639 Pierce Township OH 45102 1,810,481.02 1,835,000.00
03-0810653 Denver CO 80206 1,766,204.21 1,780,000.00
9901010033 Metairie LA 70002 1,722,373.19 1,740,000.00
03-0810182 Phoenix AZ 85008 1,619,197.81 1,629,000.00
03-0810005 Tampa FL 33612 1,578,624.24 1,635,000.00
03-0810186 Boise ID 88704 1,493,285.55 1,500,000.00
03-0812600 Waterville ME 04901 1,455,343.12 1,461,000.00
03-0810634 Xenia OH 45385 1,453,361.98 1,472,000.00
03-0810643 Elko NV 89801 1,443,674.70 1,460,000.00
03-0810625 White Plains NY 10601 1,348,077.93 1,358,100.00
03-0810607 Brooklyn NY 11233 1,339,668.48 1,370,000.00
03-0810696 Las Vegas NV 89118 1,326,813.98 1,330,000.00
03-0810685 Titusville FL 32780 1,313,821.90 1,324,000.00
03-0810580 Miami FL 33166 1,191,028.86 1,235,000.00
03-0810000 Tampa FL 33617 1,179,962.75 1,220,000.00
03-0810563 Glen Carbon IL 62034 1,160,198.90 1,200,000.00
03-0810652 Los Angeles CA 90004 1,135,768.32 1,144,000.00
03-0810655 Freeport ME 04032 1,123,198.55 1,129,000.00
03-0810621 Las Vegas NV 89129 1,024,554.52 1,041,000.00
03-0810680 Scarsdale NY 10583 995,333.32 1,000,000.00
03-0810687 Los Angeles CA 90028 994,285.82 1,000,000.00
03-0810678 Phoenix AZ 85015 992,424.76 1,000,000.00
03-0810646 Spring TX 77389 889,599.06 900,000.00
03-0810573 San Antonio TX 78225 866,706.97 900,000.00
03-0810630 Boardman OH 44512 854,047.69 865,000.00
03-0810638 Chillicothe OH 45601 834,300.81 845,000.00
03-0810629 Orlando FL 32822 765,693.60 775,000.00
03-0810624 Wilkesboro NC 28697 718,584.02 725,000.00
03-0810562 Bronx NY 10460 704,282.87 720,000.00
03-0810658 Shreveport LA 71109 644,208.11 650,000.00
03-0810626 New Britain CT 06052 592,119.45 600,000.00
03-0810686 Huntington Station NY 11746 546,440.14 550,000.00
03-0810632 Columbus OH 43231 537,111.98 544,000.00
03-0810677 Round Rock TX 78664 536,562.37 540,000.00
03-0810654 Saugerties NY 12477 512,551.71 520,000.00
03-0810636 Middletown OH 45044 478,859.01 485,000.00
03-0810689 Manchester NH 03103 457,704.49 460,000.00
<S> <C>
03-0810622 8.440%
9901010034 7.990%
03-0810115 8.730%
03-0810118 8.730%
03-0810603 8.780%
03-0810179 8.290%
9905020002 8.390%
9906010066 8.590%
03-0810639 7.700%
03-0810653 7.590%
9901010033 8.220%
03-0810182 7.840%
03-0810005 8.060%
03-0810186 8.090%
03-0812600 9.190%
03-0810634 7.980%
03-0810643 8.240%
03-0810625 8.040%
03-0810607 7.250%
03-0810696 8.800%
03-0810685 8.010%
03-0810580 7.670%
03-0810000 8.140%
03-0810563 8.210%
03-0810652 7.880%
03-0810655 8.690%
03-0810621 8.890%
03-0810680 8.480%
03-0810687 8.920%
03-0810678 8.780%
03-0810646 8.070%
03-0810573 7.800%
03-0810630 7.980%
03-0810638 7.980%
03-0810629 8.250%
03-0810624 8.880%
03-0810562 7.920%
03-0810658 8.430%
03-0810626 7.790%
03-0810686 8.870%
03-0810632 7.980%
03-0810677 8.950%
03-0810654 8.940%
03-0810636 7.980%
03-0810689 8.700%
</TABLE>
3
<PAGE> 449
<TABLE>
<S> <C> <C> <C> <C>
03-0810688 245 GCFP Seoul Plaza 11101 Pacific Highway Southwest
03-0810641 247 GCFP Riverview Apartments 3160-3184 Riverview Circle
03-0810617 248 GCFP 820 Linden Boulevard 820 Linden Boulevard
03-0810583 249 GCFP Vail Valley Auto 41000 U.S. Highway 6
03-0810635 250 GCFP Hawthorne Apartments II 10 McGibney Road
03-0810616 251 GCFP 2096 Saint Georges Avenue 2096 Saint Georges Avenue
03-0810682 253 GCFP Nash Multi-family Apartments 345-357 South Main Street
03-0810640 255 GCFP Foxglove Apartments, Phase I 103-113 Palmer Lane
03-0810692 257 GCFP Chalmer Place 10545-10573 Chalmer Place
03-0810637 258 GCFP Ivy Court Apartments 203 Ivy Court
03-0810642 259 GCFP Royce Apartments 6813 Weedin Place Northeast
03-0810633 261 GCFP Aster Court Apartments 26 Aster Court
03-0810691 262 GCFP Zora Lee Apartments 4831 Junius Street
03-0810631 263 GCFP Foxglove II Apartments 115-121 Palmer Lane
03-0810628 264 GCFP Indiana Street Apartments 1710 Indiana Street
03-0810604 265 GCFP "A" Street Apartments 2332-2336 "A" Street
03-0810577 266 GCFP The Colonial Apartments 108-114 Mason Road
03-0810589 267 GCFP Taylene Court Apartments 809-829 Southeast 187th Avenue
03-0810690 268 GCFP Myrtle Street Apartments 120-122 Myrtle Street & 539-541 Pine Street
<S> <C> <C> <C> <C> <C>
03-0810688 Lakewood WA 98499 447,545.53 450,000.00
03-0810641 Columbus OH 43202 410,846.03 415,000.00
03-0810617 Brooklyn NY 11203 410,524.89 420,000.00
03-0810583 Avon CO 81620 392,098.34 400,000.00
03-0810635 Mount Vernon OH 43050 380,125.29 385,000.00
03-0810616 Rahway NJ 07065 369,676.83 375,000.00
03-0810682 Cheshire CT 06410 352,441.97 355,000.00
03-0810640 Bryan OH 43506 335,695.05 340,000.00
03-0810692 Spring Hill FL 34442 312,426.03 315,000.00
03-0810637 Eaton OH 45320 302,125.59 306,000.00
03-0810642 Seattle WA 98115 293,949.40 300,000.00
03-0810633 New London OH 44851 286,328.06 290,000.00
03-0810691 Dallas TX 75246 283,284.01 284,000.00
03-0810631 Bryan OH 43506 256,707.94 260,000.00
03-0810628 Houston TX 77006 246,785.14 250,000.00
03-0810604 Forest Grove OR 97116 241,620.61 246,000.00
03-0810577 New Ipswich NH 03071 235,560.58 240,000.00
03-0810589 Gresham OR 97233 229,780.70 235,000.00
03-0810690 Manchester NH 03103 223,877.18 225,000.00
<S> <C>
03-0810688 9.150%
03-0810641 8.280%
03-0810617 8.210%
03-0810583 8.150%
03-0810635 7.980%
03-0810616 8.170%
03-0810682 8.340%
03-0810640 7.980%
03-0810692 9.180%
03-0810637 7.980%
03-0810642 8.390%
03-0810633 7.980%
03-0810691 8.610%
03-0810631 7.980%
03-0810628 7.900%
03-0810604 7.960%
03-0810577 8.250%
03-0810589 8.060%
03-0810690 8.700%
</TABLE>
4
<PAGE> 450
EXHIBIT B
The Seller hereby represents and warrants, as of the Closing Date, that:
(a) The Seller is a duly formed corporation, validly existing and in
good standing under the laws of the State of Delaware.
(b) The Seller has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement.
(c) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding obligation of
the Seller, enforceable against the Seller in accordance with the terms hereof,
subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally, and (ii)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(d) The execution and delivery of this Agreement by the Seller, and the
performance and compliance with the terms of this Agreement by the Seller, will
not violate the Seller's certificate of incorporation or bylaws or constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material agreement
or instrument to which it is a party or which is applicable to it or any of its
assets.
(e) The Seller is not in violation of, and its execution and delivery of
this Agreement and its performance and compliance with the terms of this
Agreement will not constitute a violation of, any law, any order or decree of
any court or arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation, in the Seller's
good faith and reasonable judgment, is likely to affect materially and adversely
either the ability of the Seller to perform its obligations under this Agreement
or the financial condition of the Seller.
(f) No litigation is pending or, to the best of the Seller's knowledge,
threatened against the Seller which would prohibit the Seller from entering into
this Agreement or, in the Seller's good faith and reasonable judgment, is likely
to materially and adversely affect either the ability of the Seller to perform
its obligations under this Agreement or the financial condition of the Seller.
(g) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or body is
required for the consummation by the Seller of the transactions contemplated
herein, except for those consents, approvals, authorizations and orders that
previously have been obtained and those filings and registrations that
previously have been completed.
Exh B-1
<PAGE> 451
(h) The transfer of the Mortgage Loans by the Seller to the Purchaser, as
contemplated herein, is not subject to any bulk transfer or similar law in
effect in any applicable jurisdiction.
(i) The Seller is not transferring the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud its present or future creditors.
(j) The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, its transfer of the Mortgage Loans to the
Purchaser, as contemplated herein.
(k) After giving effect to its transfer of the Mortgage Loans to the
Purchaser, as provided herein, the value of the Seller's assets, either taken at
their present fair saleable value or at fair valuation, will exceed the amount
of the Seller's debts and obligations, including contingent and unliquidated
debts and obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct its
business.
(l) The Seller does not intend to, and does not believe that it will,
incur debts or obligations beyond its ability to pay such debts and obligations
as they mature.
(m) No proceedings looking toward merger, liquidation, dissolution or
bankruptcy of the Seller are pending or contemplated.
Exh B-2
<PAGE> 452
EXHIBIT C
The Seller hereby represents and warrants, as of the Closing Date (or as
of such other date specified in the particular representation and warranty)
with respect to each Mortgage Loan, that:
1. Immediately prior to the transfer thereof by Seller to the
Purchaser,Seller had good title to, and was the sole owner and holder of, such
Mortgage Loan, free and clear of any and all liens, charges, encumbrances or
any other ownership or participation interests on, in or to such Mortgage Loan
(other than, in certain cases, either (a) the right of the Master Servicer or a
Sub-Servicer to master service or primary service such Mortgage Loan or (b) the
lien of a warehouse lender on such Mortgage Loan which lien will be released
contemporaneously with the transfer). Upon completion of the conveyance
contemplated hereby, Seller will have validly and effectively conveyed to the
Purchaser all legal and beneficial interest in and to such Mortgage Loan free
and clear of any pledge, lien or security interest created by or through
Seller.
2. Seller had full right and authority to sell, assign and transfer such
Mortgage Loan to the Purchaser; and each Mortgage Loan is properly endorsed as
provided in the Pooling and Servicing Agreement, and such endorsement is
genuine.
3. The information pertaining to such Mortgage Loan set forth in the
Mortgage Loan Schedule was true and correct, and met the requirements of this
Agreement, in all material respects as of the Cut-off Date.
4. Such Mortgage Loan was not, as of the Cut-off Date, and, except in the
case of the Mortgage Loan identified on the Mortgage Loan Schedule as 75 Bermar
Park, such Mortgage Loan was not at any time during the twelve-month period
prior thereto, more than thirty (30) days delinquent in respect of any Scheduled
P&I Payment required thereunder, without giving effect to any applicable grace
period.
5. Each Mortgage securing such Mortgage Loan constitutes a legal, valid
and, subject to the exceptions in paragraph 12 below, enforceable first lien
upon the Borrower's interest in the related Mortgaged Property, including,
without limitation, all buildings located thereon and all fixtures attached
thereto, subject only to (and such Mortgaged Property is free and clear of all
encumbrances and liens having priority over the lien of such Mortgage, except
for) (a) the lien of current real property taxes and assessments not yet due and
payable, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record, and other matters to which like properties
are commonly subject, which do not materially and adversely affect the current
use of the Mortgaged Property, the security interest of the lender or the value
of the Mortgaged Property, (c) the rights of tenants (whether under ground
leases or space leases) at the Mortgaged Property to remain following a
foreclosure or similar proceeding (provided that such tenants are performing
under such leases), (d) exceptions and exclusions specifically referred to in
the lender's title insurance policy issued or, as evidenced by a "marked-up"
commitment, to be issued in respect of such Mortgage Loan, and (e) if such
Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of
the Mortgage for such other Mortgage Loan (the exceptions set forth in the
foregoing clauses (a), (b), (c), (d) and (e),
Exh C-1
<PAGE> 453
collectively, "Permitted Encumbrances"). Such Permitted Encumbrances do not
materially interfere with the security intended to be provided by the related
Mortgage(s), or materially and adversely affect the current use or value of the
related Mortgaged Property or the current ability of such Mortgaged Property to
generate Net Operating Income sufficient to service the Mortgage Loan. None of
the Permitted Encumbrances are senior mortgage liens. If the related Mortgaged
Property is operated as a self-storage facility, a healthcare facility or a
hospitality property, a UCC financing statement has been filed and/or recorded
in all places necessary to perfect a valid security interest in the personal
property of the related Borrower granted under such Mortgage and/or any related
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with such Mortgage Loan, and such document or documents
establish and create a valid and, subject to the exceptions in paragraph 12
below, enforceable first lien and first priority security interest in the
property of the related Borrower described therein, subject to any purchase
money security interest or any security interest to secure a line of credit or
similar financing.
6. The lien of each related Mortgage is insured by an ALTA lender's title
insurance policy, or its equivalent as adopted in the applicable jurisdiction,
issued by a nationally recognized title insurance company or its subsidiary,
insuring the originator of such Mortgage Loan, its successors and assigns, as to
the first priority lien of the Mortgage in the original principal amount of such
Mortgage Loan after all advances of principal, subject only to Permitted
Encumbrances (or, if a title insurance policy has not yet been issued in respect
of any Mortgage Loan, a policy meeting the foregoing description is evidenced by
a commitment for title insurance "marked-up" at the closing of such Mortgage
Loan). Such title policy (or, if it has yet to be issued, the coverage to be
provided thereby) is in full force and effect, all premiums thereon have been
paid and, to Seller's knowledge as of the Closing Date, no material claims have
been made thereunder and no claims have been paid thereunder (and Seller has not
received notice of any material claims having been made or paid thereunder). No
holder of the related Mortgage has done, by act or omission, anything that
would, and Seller has no actual knowledge of any other circumstance that would,
materially impair the coverage under such title policy. Immediately following
the transfer and assignment of the related Mortgage Loan to the Purchaser, such
title policy (or, if it has yet to be issued, the coverage to be provided
thereby) will inure to the benefit of the Purchaser without the consent of or
notice to the insurer. To Seller's knowledge, the insurance company that issued
(or is obligated to issue) such title policy is qualified to do business in the
jurisdiction in which the related Mortgaged Property is located.
7. The Seller has not waived any material default, breach, violation or
event of acceleration existing under the related Mortgage or Mortgage Note,
except in the case of the Mortgage Loan identified on the Mortgage Loan Schedule
as the 7-Eleven, where the Seller has received notice of violation of the
due-on-sale clause, and except that certain post-closing conditions or
requirements that would either be reasonably acceptable to a prudent commercial
lender or that would not otherwise materially and adversely affect the security
intended to be provided for the related Mortgage Loan may not have yet been
completed.
8. There is no right of rescission, offset, abatement, diminution,
defense or counterclaim to any Mortgage Loan (including the defense of usury),
nor will the operation of any of the terms of such Mortgage Loan, or the
exercise of any rights thereunder, render the Mortgage Loan, the related
Mortgage Note or the related Mortgage unenforceable, in whole or in
Exh C-2
<PAGE> 454
part, or subject to any right of rescission, offset, abatement, diminution,
defense or counterclaim. To Seller's actual knowledge, no such right of
rescission, offset, abatement, diminution, defense or counterclaim has been
asserted with respect to any Mortgage Loan.
9. Seller has not received actual notice and is not otherwise aware that
(a) there is any proceeding pending or threatened for condemnation affecting all
or a material portion of the related Mortgaged Property or (b) there is any
damage at the related Mortgaged Property that materially and adversely affects
the value of such Mortgaged Property (except in such case where an escrow of
funds exists, or an effective insurance policy provides coverage, sufficient to
effect the necessary repairs and maintenance).
10. At origination, such Mortgage Loan complied in all material respects
with all requirements of federal, state and local laws (including, without
limitation, laws pertaining to usury) relating to the origination, funding and
terms of such Mortgage Loan.
11. The proceeds of such Mortgage Loan have been fully disbursed, and
there is no requirement for future advances thereunder.
12. The Mortgage and Mortgage Note for such Mortgage Loan and all other
documents to which the related Borrower is a party and which evidence or secure
such Mortgage Loan, are each the legal, valid and binding obligations of the
related Borrower (subject to any non-recourse provisions and any applicable
state anti-deficiency legislation), enforceable in accordance with their
respective terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, redemption, fraudulent conveyance, receivership,
moratorium or other laws relating to or affecting the rights of creditors
generally and by general principles of equity, and except that certain
provisions of such Mortgage Loan documents are or may be unenforceable in whole
or in part under applicable state or federal laws, but neither the application
of any such laws to any such provisions nor the inclusion of any such provisions
renders any of the Mortgage Loan documents invalid as a whole, and such Mortgage
Loan documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits afforded
thereby.
13. The related Mortgaged Property is insured by a fire and extended
perils insurance policy, issued by an insurer meeting the requirements of such
Mortgage Loan and having a claims-paying rating of at least A:V from A.M. Best
Company, in an amount at least equal to the lesser of the outstanding principal
balance of such Mortgage Loan and 100% of the full replacement cost of the
improvements located on the related Mortgaged Property, with (if applicable) an
appropriate endorsement to avoid the application of any co-insurance provisions
with respect to such Mortgaged Property, and is also covered by comprehensive
general liability insurance against claims for personal and bodily injury, death
or property damage occurring on, in or about the related Mortgaged Property, in
an amount customarily required by institutional lenders, and (except with
respect to the Mortgage Loan identified on the Mortgage Loan Schedule as Zora
Lee Apartments, and except if such Mortgaged Property is operated as a mobile
home park) by business interruption or rental loss insurance in an amount equal
to the gross rentals for at least a 12-month period. In addition, no such
insurance policy provides that it may be canceled, endorsed, altered or reissued
to effect a change in coverage unless such insurer shall have first given the
mortgagee under such Mortgage Loan thirty (30) days' prior written
Exh C-3
<PAGE> 455
notice, and no notice has been received as of the date hereof; all premiums
required to be paid on such policy have been paid; all such policies contain a
standard mortgagee clause for the benefit of the holder of the related Mortgage
Loan; and the related Mortgage obligates the related Borrower to maintain all
such insurance and, at the related Borrower's failure to do so, authorizes the
mortgagee under such Mortgage Loan to purchase such insurance at the related
Borrower's cost and expense and to seek reimbursement from such Borrower.
Furthermore, all insurance coverage required under the related Mortgage is in
full force and effect with respect to the related Mortgaged Property, and if the
related Mortgaged Property is located in a federally designated special flood
hazard area, the related Borrower is required to maintain flood insurance in
respect thereof (exclusive of any parking lot or unused or undeveloped portion
thereof). To Seller's knowledge, the insurer issuing each of the foregoing
insurance policies is qualified to write insurance in the jurisdiction where the
related Mortgaged Property is located. Except under circumstances that would be
reasonably acceptable to a prudent commercial mortgage lender or that would not
otherwise materially and adversely affect the security intended to be provided
by the related Mortgage, the Mortgage for each Mortgage Loan provides that
proceeds paid under any such casualty insurance policy will (or, at the lender's
option, will) be applied either to the repair or restoration of the related
Mortgaged Property or to the payment of amounts due under such Mortgage Loan;
provided that the related Mortgage may entitle the related Borrower to any
portion of such proceeds, remaining after the repair or restoration of the
related Mortgaged Property and payment of amounts due under the Mortgage Loan.
14. Except in the case of the Mortgage Loans identified on the Mortgage
Loan Schedule as 1513-1517 Taylor Avenue, Four Flags Motors, Inc., The Colonial
Apartments, 8020 NW 60th Street, Vail Valley Auto, Taylene Court Apartments, "A"
Street Apartments, 2096 Saint Georges Avenue, 820 Linden Boulevard, Country
Square MHP, Capital View, Charles & Overlook Apartments, Indiana Street
Apartments, Rena's Village Plaza, Amelia Court Apartments, Riverview Apartments,
Royce Apartments, Lesbo/Bullion Mobile Home Park, Spring Oaks Mobile Home Park,
Barclay Arms Apartments, Oakmont Drive, Chris-Town Mobile Home Park, Palazzolo
Plaza, South Main Street Apartments, Palm Harbor Mobile Home Park, 2077-2089 New
York Avenue, Lanewood Apartments, Seoul Plaza, 135-145 Orange Street Apartments,
Myrtle Street Apartments, Zora Lee Apartments and Chalmer Place where an
environmental screening assessment was obtained; and except in the case of the
Mortgage Loans identified on the Mortgage Loan Schedule as London Square
Apartments, Foxglove Apartments-Phase II, Thornapple Apartments, Aster Court
Apartments, Thistlewood Apartments, Hawthorne Apartments II, Elmgrove
Apartments, Ivy Court Apartments, Walnut Hills Apartments and Foxglove
Apartments-Phase I, where a transaction screen was obtained, a "Phase I"
environmental site assessment meeting ASTM requirements (or an update of a
previously conducted assessment) was performed by a licensed third-party
professional experienced in environmental matters with respect to the related
Mortgaged Property within the 24-month period prior to the Closing Date; except
in the case of the Mortgage Loans identified as Regency Square, Regency Palms,
475-499 Hillside, Wherehouse Retail, Colonial Apartments, Airport Business
Plaza, Nog Retail Center, 1513-1517 Taylor Avenue, Barnyard Retail Center, 15250
Avenue of Science, Vail Valley Auto and 8020 NY 60th Street, where the "Phase I"
environmental site assessment was not performed within the 24-month period prior
to the Closing Date. Either (x) the related environmental reports did not reveal
any known circumstances or conditions with respect to the related Mortgaged
Property that rendered such Mortgaged Property, at the date(s) of such
environmental report(s), in material violation of any
Exh C-4
<PAGE> 456
applicable environmental laws or (y) if any such environmental report did reveal
any such circumstances or conditions with respect to the related Mortgaged
Property and the same have not been subsequently remediated in all material
respects, then either (i) the expenditure of funds necessary to effect such
remediation is not material in relation to the outstanding principal balance of
the related Mortgage Loan, or (ii) a sufficient escrow of funds exists for
purposes of effecting such remediation, or (iii) the related Borrower or other
responsible party is currently taking such actions, if any, with respect to such
circumstances or conditions as have been required by the applicable governmental
regulatory authority, or (iv) the related Mortgaged Property is insured under a
policy of insurance, subject to certain per occurrence and aggregate limits and
a deductible, against possible losses arising from such circumstances and
conditions. Seller has no knowledge of any environmental condition or
circumstance affecting such Mortgaged Property and not disclosed in the related
environmental report(s), which would impact such Mortgaged Property's soil or
groundwater quality or require remediation by the related Borrower under
applicable environmental law. All such environmental assessments that were in
the possession of the Seller and that relate to a Mortgaged Property which is
insured by an environmental insurance policy have been delivered to or disclosed
to the environmental insurance carrier issuing such policy prior to the issuance
of such policy. The related Mortgage or other loan documents contain covenants
on the part of the related Borrower requiring its compliance with applicable
federal and state environmental laws and regulations in respect of the related
Mortgaged Property. The Seller has not taken any action with respect to any
Mortgage Loan or the related Mortgaged Property that could subject the Purchaser
or its successors and assigns, in respect of the Mortgage Loan, to any liability
under the Comprehensive Environmental Response, Compensation and Liability Act,
as amended ("CERCLA").
15. Except as indicated on the Mortgage Loan Schedule, such Mortgage Loan
is not cross-collateralized with other Mortgage Loans in the Mortgage Pool. Such
Mortgage Loan is not cross-collateralized with a mortgage loan outside the
Mortgage Pool.
16. The terms of the Mortgage Note and Mortgage for such Mortgage Loan
have not been impaired, waived, altered or modified in any material respect,
except by a written instrument which is specifically set forth in the related
Mortgage File; no material portion of the related Mortgaged Property has been
released, and no Mortgage has been satisfied, canceled, rescinded, or
subordinated, and no instrument has been executed that would affect any such
satisfaction, cancellation, subordination, or rescission; to the best knowledge
of the Seller and to the extent not covered by any other representation in this
Exhibit C, there has been no assumption or material modification to the terms of
the Mortgage Loan after March 15, 2000.
17. There are no delinquent taxes, ground rents, water charges, sewer
rents, or other similar outstanding charges affecting the related Mortgaged
Property that are not otherwise covered by an escrow of funds sufficient to pay
such charges.
18. The interest of the Borrower in the related Mortgaged Property
consists of a fee simple and/or leasehold estate or interest in real property.
19. Such Mortgage Loan is a whole loan and not a participation interest
in a mortgage loan.
Exh C-5
<PAGE> 457
20. The assignment of the related Mortgage to the Trustee has been duly
authorized, executed and delivered by Seller, is in a recordable form and
constitutes the legal, valid and binding assignment of such Mortgage from the
relevant assignor to the Trustee, and the assignment of the related Assignment
of Leases, if any, or of any other agreement executed in connection with such
Mortgage Loan to the Trustee constitutes the legal, valid and binding assignment
thereof from the relevant assignor to the Trustee.
21. All escrow deposits (including capital improvements and environmental
remediation reserves) relating to such Mortgage Loan that were required to be
delivered to the lender under the terms of the related loan documents, have been
received and, to the extent of any remaining balances of such escrow deposits,
are in the possession or under the control of Seller or its agents (which shall
include the Master Servicer). All such escrows and deposits are conveyed
hereunder to the Trust.
22. As of the date of origination of such Mortgage Loan and as of the
Closing Date, the related Mortgaged Property was and is free and clear of any
mechanics' and materialmen's liens or liens in the nature thereof which create a
lien prior to that created by the related Mortgage(s).
23. No improvement that was included for the purpose of determining the
appraised value of the related Mortgaged Property at the time of origination of
such Mortgage Loan lies outside the boundaries and building restriction lines of
such property to any material extent (except to the extent that it may
constitute a legal non-conforming use or structure or title insurance was
provided with respect thereto); no improvements on adjoining properties
materially encroach upon such Mortgaged Property to any material extent; and no
improvement located on or forming part of such Mortgaged Property is in material
violation of any applicable zoning laws or ordinances and any non-material
violation does not materially and adversely affect the value of such Mortgaged
Property (provided, however, that, although it does not constitute a violation
of law, the improvements on such Mortgaged Property may constitute a legal
non-conforming use or structure).
24. To the extent required under applicable law as of the Closing Date
and necessary for the enforceability or collectability of the Mortgage Loan, the
originator of such Mortgage Loan was authorized to do business in the
jurisdiction in which the related Mortgaged Property is located at all times
when it held the Mortgage Loan.
25. Except in the case of the Mortgage Loan identified on the Mortgage
Loan Schedule as 7-Eleven, where the Seller has received notice of violation of
the due-on-sale clause, there is no material default, breach or event of
acceleration existing under the related Mortgage or Mortgage Note, and Seller
has not, without having reviewed any public records, received notice of any
event (other than payments due but not yet 30 days' delinquent) that, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute such a material default, breach or event of acceleration;
provided, however, that this representation and warranty does not cover any
default, breach or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by Seller
in any other paragraph of this Exhibit C and provided, further, that
certain post-closing conditions or requirements may not have yet been completed.
Exh C-6
<PAGE> 458
26. If such Mortgage Loan is secured in whole or in part by the interest
of a Borrower under a Ground Lease and by the related fee interest, such fee
interest is encumbered by the related Mortgage, and the related Mortgage does
not by its terms provide that it will be subordinated to the lien of any
mortgage or any other lien upon such fee interest.
27. Such Mortgage Loan does not contain any equity participation by the
lender, provide for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property or, except for
ARD Loans, provide for the negative amortization of interest.
28. No holder of such Mortgage Loan has, to Seller's knowledge, advanced
funds or induced, solicited or knowingly received any advance of funds from a
party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by the Mortgage Loan, except
for interest accruing from the date of origination of such Mortgage Loan or the
date of disbursement of the Mortgage Loan proceeds, whichever is later, to the
date which preceded by thirty (30) days the first Due Date under the related
Mortgage Note.
29. To Seller's knowledge, based on due diligence customarily performed
in the origination of comparable mortgage loans, as of the date of origination
of such Mortgage Loan, (a)(i) the related Borrower was in possession of all
material licenses, permits and authorizations required by applicable laws for
the ownership of the related Mortgaged Property as it was then operated and (ii)
with respect to each Mortgaged Property improved by a hotel or health care
facility, the related Borrower was in possession of all material licenses,
permits and authorizations required by applicable law for the ownership and
operation of the related Mortgaged Property as it was then operated, and (b) all
such licenses, permits and authorizations were valid and in full force and
effect.
30. The related Mortgage or Mortgage Note, together with applicable state
law, contains customary and enforceable provisions (subject to the exceptions
set forth in paragraph 12 above) such as to render the rights and remedies of
the holders thereof adequate for the practical realization against the related
Mortgaged Property of the principal benefits of the security intended to be
provided thereby.
31. Such Mortgage Loan is a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code.
32. No fraud with respect to such Mortgage Loan has taken place on the
part of Seller in connection with the origination of such Mortgage Loan.
33. Except in the case of the Mortgage Loans identified on the Mortgage
Loan Schedule as Ramada Plaza Hotel and Office Building, Westchester and New
Haven Apartments, River Park Shopping Center, Holiday Inn-Somerset, 139 Main
Street, Stewart Plaza, Westgate Office Center, Audubon One, Commonwealth Park,
Raymour & Flanigan Plaza, 1000 Adams Avenue, South Park Center, The Loring
Building, Shoppes of Northshore, Executive Center Northridge, 480 Sprague
Street, Holiday Inn University, Holiday Inn Arena, Holiday Inn Kennedy Space
Center and Erie Canal Commons, where the related Mortgage Loan documents
Exh C-7
<PAGE> 459
provide that, so long as no event of default has occurred, payments on such
Mortgage Loan will be applied to late fees prior to being applied to principal
and interest, the terms of such Mortgage Loan provide or, at lender's option,
permit, and the terms of the Pooling and Servicing Agreement and any
Sub-Servicing Agreement to which such Mortgage Loan is subject provide for
purposes of calculating distributions on the Certificates and additional
compensation payable to the Master Servicer, the Special Servicer and any
related Sub-Servicer, that payments on and proceeds of such Mortgage Loan will
be applied to principal and interest at the related Mortgage Rate (excluding, in
the case of an ARD Loan after its Anticipated Repayment Date, Additional
Interest) due and owing at the time such payments or proceeds are received,
prior to being applied to any Default Charges, assumption fees and modification
fees then due and owing.
34. The origination, servicing and collection practices used with respect
to such Mortgage Loan have been in all material respects legal and have met
generally accepted servicing standards for similar commercial and multifamily
mortgage loans.
35. There exists as part of the related Mortgage File an Assignment of
Leases (either as a separate instrument or incorporated into the related
Mortgage); and such Assignment of Leases creates in favor of the holder, a
valid, perfected and (subject to the exceptions set forth in paragraph 12 above)
enforceable lien of the same priority as the related Mortgage, in the property
and rights described therein; provided that the enforceability of such lien is
subject to applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws affecting the enforcement of creditors' rights generally, and by
general principles of equity. Seller has the full right to assign such
Assignment of Leases and the lien created thereby as described in the
immediately preceding sentence. No Person other than the Borrower owns any
interest in any payments due under the related leases. The related Mortgage or
such Assignment of Leases provides for the appointment of a receiver for rents
or allows the lender to enter into possession to collect rent or provides for
rents to be paid directly to the mortgagee in the event of a default.
36. Without having reviewed any public records since origination, Seller
has no knowledge that the related Mortgaged Property is encumbered by any debt
other than the related Mortgage Loan or another Mortgage Loan.
37. Subject to a one-time (or, in the case of certain Mortgage Loans, a
multiple-time) transfer right allowed in accordance with certain provisions set
forth in the related Mortgage, the related Mortgage contains a "due-on-sale"
clause which provides for the acceleration of, or permits the lender to
accelerate, the payment of the unpaid principal balance of such Mortgage Loan
if, without the prior written consent of the holder of the Mortgage and/or the
satisfaction of specified criteria set forth in the related Mortgage Loan
documents, the related Borrower transfers ownership of the related Mortgaged
Property subject to such Mortgage or, any controlling interest in the related
Borrower is directly or indirectly transferred or sold.
38. Except in the case of the Mortgage Loan identified on the Mortgage
Loan Schedule as 7-Eleven, where the Seller has received notice of violation of
the due-on-sale clause, the Seller has not waived any claims against the related
Borrower or any related guarantor under any non-recourse exceptions contained in
the related Mortgage Note.
Exh C-8
<PAGE> 460
39. The related Mortgage and/or Mortgage Note provides that the related
Borrower or another person shall be fully and personally liable for all
liabilities, costs, losses, damages, expenses or claims suffered or incurred by
the lender by reason of or in connection with and to the extent of any material
fraud or intentional and material misrepresentation by the related Borrower in
connection with such Mortgage Loan.
40. If such Mortgage Loan is an ARD Loan, it commenced amortizing on its
initial scheduled Due Date, and it provides that: (i) its Mortgage Rate will
increase by at least two (2) percentage points in connection with the passage of
its Anticipated Repayment Date; (ii) its Anticipated Repayment Date is
approximately five (5) to fifteen (15) years following the origination of such
Mortgage Loan; (iii) no later than the related Anticipated Repayment Date, the
related Borrower is required (if it has not previously done so) to enter into a
"lockbox agreement" whereby all revenue from the related Mortgaged Property
shall be deposited directly into a designated account controlled by the Master
Servicer; (iv) any cash flow from the related Mortgaged Property that is applied
to amortize such Mortgage Loan following its Anticipated Repayment Date shall,
to the extent such net cash flow is in excess of the Scheduled P&I Payment
payable therefrom, be net of budgeted and discretionary (servicer approved)
capital expenditures; and (v) if the property manager for the related Mortgaged
Property can be removed by or at the direction of the lender on the basis of a
debt service coverage test, the subject debt service coverage ratio shall be
calculated without taking account of any increase in the related Mortgage Rate
on such Mortgage Loan's Anticipated Repayment Date.
41. At origination of such Mortgage Loan, the related Borrower was not,
to Seller's knowledge (based on customary and usual due diligence conducted by
prudent institutional commercial mortgage lenders), a debtor in any pending
state or federal bankruptcy or insolvency proceeding. Furthermore, at the
Closing Date, without having reviewed any public records, Seller has no
knowledge that the related Borrower was a debtor in any pending state or federal
bankruptcy or insolvency proceeding.
42. The servicing and collection practices used with respect to such
Mortgage Loan have in all material respects been legal and met customary
standards used by institutional lenders with respect to comparable mortgage
loans.
43. Without having reviewed any public records since origination, Seller
has no knowledge of any pending litigation or other legal proceedings involving
the related Borrower or the related Mortgaged Property that can reasonably be
expected to materially interfere with the security intended to be provided by
the related Mortgage, the current use of the related Mortgaged Property, or the
current ability of the Mortgaged Property to generate net cash flow sufficient
to service the Mortgage Loan.
44. If such Mortgage Loan had a Cut-off Date Balance greater than
$5,000,000, the related Borrower has provided in its organizational documents
and/or covenanted in the Mortgage Loan documents to own no significant asset
other than the related Mortgaged Property, Mortgaged Properties securing other
Mortgage Loans and assets incidental to its ownership and operation of such
Mortgaged Property or Properties; and to Seller's knowledge, at the time of
origination of such Mortgage Loan, the related Borrower was in compliance with
such provisions/covenants.
Exh C-9
<PAGE> 461
45. Except in cases where the related Mortgage Note or the related
Mortgage provide for (a) a release of a portion of the related Mortgaged
Property, which portion was not considered material for purposes of underwriting
the Mortgage Loan or (b) a release of a portion of the related Mortgaged
Property conditioned upon the satisfaction of certain underwriting and legal
requirements, property performance requirements and/or the payment of a release
price, neither the related Mortgage Note nor the related Mortgage requires the
lender to release all or any material portion of the related Mortgaged Property
from the lien of the related Mortgage except upon payment in full of all amounts
due under the related Mortgage Loan.
46. Except in the case of the Mortgage Loans identified on the Mortgage
Loan Schedule as Park Paloma Apartments and 4001 Fairview, where each of the
related Mortgaged Properties may be encumbered by future subordinate debt
subject to conditions specified in the related mortgage loan documents, such
Mortgage Loan does not permit the related Mortgaged Property to be encumbered
subsequent to the Closing Date by any lien junior to or of equal priority with
the lien of the related Mortgage without the prior written consent of the holder
thereof.
47. With respect to any Mortgage Loan that is a Defeasance Loan, the
related Mortgage Note or Mortgage provides that (a) the Defeasance Option is not
exercisable prior to a date that is at least two (2) years following the Startup
Day for the REMIC Pool which holds such Mortgage Loan and (b) the Borrower will
not be liable for any shortfalls from the Defeasance Collateral or otherwise
become subject to recourse liability with respect to the Defeasance Loan except
to the extent so liable prior to defeasance; and, further, contains no provision
that would result in a new Borrower on the Defeasance Loan without the consent
of the related lender (unless such new Borrower is acquiring the Mortgaged
Property that was the initial security for the Defeasance Loan). In addition,
each Mortgage loan that is a Defeasance Loan permits defeasance (i) only with
substitute collateral constituting "government securities" within the meaning of
Treas. Reg. Section 1.860G-2(a)(8)(i) and (ii) to Seller's knowledge, only for
the purpose of facilitating the disposition of mortgaged real property and not
as part of an arrangement to collateralize a REMIC offering with obligations
that are not real estate mortgages.
48. If the Mortgage Loan permits defeasance, then the related Mortgage or
other related loan document provides that the related Borrower shall pay all
Rating Agency fees associated with defeasance (if Rating Agency approval is a
specific condition precedent thereto) and all other reasonable expenses
associated with defeasance, including, but not limited to, accountant's fees and
opinions of counsel, or, with respect to opinions of counsel, provide all such
opinions, including a REMIC opinion.
49. If the Mortgage in respect of any Mortgage Loan is a deed of trust,
(A) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (B) except in connection with a
trustee's sale after default by the related Borrower, no fees or expenses are
payable to such trustee by Seller or any subsequent mortgagee.
50. The related Mortgage Note is not secured by any collateral that is
not included in the Trust Fund.
Exh C-10
<PAGE> 462
51. If such Mortgage Loan is secured by the interest of the related
Borrower as a lessee under a Ground Lease covering all or any material portion
of the related Mortgaged Property, but not by the related fee interest in such
Mortgaged Property or portion thereof:
(A) As of the origination of such Mortgage Loan, such Ground Lease was in
full force and effect and, to Seller's knowledge, no material default
existed under such Ground Lease nor did any estoppel from the related
ground lessor indicate a material incipient default; Seller has provided
the ground lessor with notice of its lien in accordance with the terms of
such Ground Lease; and, as of the Closing Date, Seller has not received
written notice of any material default under such Ground Lease;
(B) Either (1) the related ground lessor has subordinated its interest in
the related Mortgaged Property to the interest of the holder of the
Mortgage Loan or (2) the related ground lessor has granted the holder of
the Mortgage Loan notice of and the right to cure any default or breach
by the ground lessee (provided that the holder of the Mortgage Loan has
provided the ground lessor with notice of its lien in accordance with the
terms of such Ground Lease);
(C) Upon the foreclosure of such Mortgage Loan or acceptance of a deed in
lieu thereof (provided that the holder of the Mortgage Loan has provided
the ground lessor with notice of its lien in accordance with the terms of
such Ground Lease), the related Ground Lease is assignable to the lender
under such Mortgage Loan and its assigns without the consent of the
ground lessor thereunder (or such consent, if required, cannot be
unreasonably withheld);
(D) Such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease, or an estoppel letter or other agreement
received by the originator of such Mortgage Loan from the ground lessor,
permits the interest of the lessee thereunder to be encumbered by the
related Mortgage; and there has been no material change in the terms of
such Ground Lease since its recordation, with the exception of written
instruments which are a part of the related Mortgage File;
(E) Such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other than
the related fee interest and Permitted Encumbrances;
(F) Such Ground Lease, or an estoppel letter or other agreement received
by the originator of such Mortgage Loan from the ground lessor, provides
that (provided that, to the extent required by such Ground Lease or
estoppel letter, the holder of the Mortgage Loan has provided the ground
lessor with notice of its lien in accordance with the terms of such
Ground Lease) no notice of termination given under such Ground Lease is
effective against the holder unless a copy has been delivered to such
lender in the manner described in such Ground Lease, to the extent the
manner of delivery is described in such Ground Lease or estoppel letter;
Exh C-11
<PAGE> 463
(G) Such Ground Lease, or an estoppel letter or other agreement received
by the originator of such Mortgage Loan from the ground lessor, requires
the ground lessor to enter into a new lease with the holder of such
Mortgage Loan upon termination of such Ground Lease for any reason,
including rejection of such Ground Lease in a bankruptcy proceeding
(provided that the holder of the Mortgage Loan has provided the ground
lessor with notice of its lien in accordance with the terms of such
Ground Lease);
(H) Such Ground Lease has an original term (or an original term plus one
or more optional renewal terms, which, under all circumstances, may be
exercised, and will be enforceable, by the holder of such Mortgage Loan
if it becomes the owner of such leasehold interest) that extends not less
than the earlier to occur of (i) 20 years beyond the stated maturity of
such Mortgage Loan or (ii) 10 years beyond the amortization period of
such Mortgage Loan;
(I) Under the terms of such Ground Lease, or an estoppel letter or other
agreement received by the originator of the Mortgage Loan from the ground
lessor, and the related Mortgage, taken together (provided that the
holder of the Mortgage Loan has provided the ground lessor with notice of
its lien in accordance with the terms of such Ground Lease), any related
insurance proceeds or condemnation proceeds with respect to the leasehold
interest will be applied either (1) to the repair or restoration of all
or part of the related Mortgaged Property, with the lender or a trustee
appointed by it having the right to hold and disburse such proceeds as
the repair or restoration progresses (except in such cases where the
Ground Lease contains a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially unreasonable
by a prudent commercial mortgage lender), or (2) to the payment of the
outstanding principal balance of such Mortgage Loan together with any
accrued interest thereon;
(J) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender; and
(K) Such Ground Lease may not be amended, modified or, except in the case
of a default, canceled or terminated without the prior written consent of
the holder of the Mortgage Loan, and any such action without such consent
is not binding on such holder, provided that such holder has provided the
ground lessor with notice of its lien in accordance with the terms of
such Ground Lease.
52. Neither the related Mortgage Note nor the related Mortgage contain
provisions limiting the right or ability of Seller to assign, transfer and
convey such documents.
53. Each Mortgaged Property constitutes one or more complete separate tax
lots.
Exh C-12
<PAGE> 464
54. Seller has inspected or caused to be inspected each related Mortgaged
Property within the 24 months preceding the Cut-off Date.
55. The related Mortgage requires the related Borrower to provide the
holder of such Mortgage with annual operating statements, rent rolls and related
information.
56. The related Mortgage or other related loan document provides that the
Borrower shall pay any fees payable to a Rating Agency in connection with the
approval of an assumption of the related Mortgage Loan (if such Mortgage or
other related loan document provides that Rating Agency approval is a specific
condition precedent thereto).
57. The related Mortgage or Mortgage Note provides a grace period for
delinquent Monthly Payments no longer than 10 days from the applicable Due Date.
58. The related Mortgage or Mortgage Note provides that scheduled
payments of principal and/or interest on the related Mortgage Loan are due on
the first day or first Business Day of each month.
Exh C-13
<PAGE> 465
EXHIBIT D-1
FORM OF CERTIFICATE OF
A SECRETARY OR ASSISTANT SECRETARY
OF GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Certificate of [Assistant] Secretary of Greenwich Capital
Financial Products, Inc.
I, __________________, hereby certify that I am a duly elected and
acting [Assistant] Secretary of Greenwich Capital Financial Products, Inc. (the
"Company"), and certify further as follows:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware;
2. Attached hereto as Exhibit A is a true, correct and complete copy of the
organizational documents of the Company, as in full force and effect on
the date hereof;
3. Attached hereto as Exhibit B is a certificate of the Secretary of State
of the State of Delaware, issued within 10 days of the date hereof, with
respect to the good standing of the Company;
4. Since the date of the certificate attached hereto as Exhibit B, the
Company has not received any notification from the Secretary of the State
of Delaware, or from any other source, that the Company is not in good
standing in Delaware;
5. Attached hereto as Exhibit C are the resolutions of the board of
directors of the Company authorizing the transactions contemplated by the
Mortgage Loan Purchase Agreement dated as of June 5, 2000 (the "Mortgage
Loan Purchase Agreement"), between Salomon Brothers Mortgage Securities
VII, Inc. ("SBMS VII") and the Company.
6. To the best of my knowledge, no proceedings looking toward liquidation or
dissolution of the Company are pending or contemplated; and
7. Each person who, as an officer or representative of the Company, signed
(a) the Mortgage Loan Purchase Agreement, (b) the Indemnification
Agreement dated as of June 5, 2000 (the "Indemnification Agreement"),
among the Company, SBMS VII, Salomon Smith Barney Inc., Greenwich Capital
Markets, Inc. and Chase Securities Inc., and (c) any other document or
certificate delivered on or before the date hereof in connection with the
transactions contemplated by the foregoing documents, was, at the
respective times of such signing and delivery, and is as of the Closing
Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signature of such persons appearing on such
documents are their genuine signatures.
Capitalized terms used but not otherwise defined herein have the
respective meanings assigned to them in the Mortgage Loan Purchase Agreement
and, if not defined therein, then in the Indemnification Agreement.
Exh D-1-1
<PAGE> 466
IN WITNESS WHEREOF, I have hereunto signed my name as of June __,
2000.
By:
---------------------------------
Name:
Title: [Assistant] Secretary
The undersigned, an officer of the Company hereby certifies that
________________________ is the duly elected and qualified and acting
[Assistant] Secretary of the Company and that the signature appearing above is
his/her genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name as
of June __, 2000.
By:
---------------------------------
Name:
Title:
Exh D-1-2
<PAGE> 467
EXHIBIT D-2
FORM OF CERTIFICATE OF
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Certificate of Greenwich Capital Financial Products, Inc.
In connection with the execution and delivery by Greenwich Capital
Financial Products, Inc. (the "Company") of, and the consummation of the
transactions contemplated by, that certain Mortgage Loan Purchase Agreement
dated as of June 5, 2000 (the "Mortgage Loan Purchase Agreement"), between
Salomon Brothers Mortgage Securities VII, Inc. ("SBMS VII") and the Company, the
Company hereby certifies that (i) its representations and warranties set forth
in the Mortgage Loan Purchase Agreement and in the Indemnification Agreement
dated as of June 5, 2000, among the Company, SBMS VII, Salomon Smith Barney
Inc., Greenwich Capital Markets, Inc. and Chase Securities Inc. (the
"Indemnification Agreement"; and, collectively with the Mortgage Loan Purchase
Agreement, the "Agreements"), are true and correct in all material respects at
and as of the date hereof with the same effect as if made on the date hereof,
and (ii) it has, in all material respects, complied with all the agreements and
satisfied all the conditions on its part required under the Mortgage Loan
Purchase Agreement to be performed or satisfied at or prior to the date hereof.
Capitalized terms used but not otherwise defined herein have the respective
meanings assigned to them in the Mortgage Loan Purchase Agreement and, if not
defined therein, then in the Indemnification Agreement.
Certified this ___ day of June 2000.
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By:
------------------------
Name:
Title:
Exh. D-2-1
<PAGE> 468
EXHIBIT D-3A
FORM OF OPINION OF IN-HOUSE COUNSEL TO
THE SELLER
June __, 2000
Addressees listed on Exhibit A hereto
Re: Salomon Brothers Mortgage Securities VII, Inc. Commercial
Mortgage Pass-Through Certificates, Series 2000-C1
Ladies and Gentlemen:
This opinion is being provided to you by _________ pursuant to
Section 7(g) the Mortgage Loan Purchase Agreement, dated as of June 5, 2000 (the
"Mortgage Loan Purchase Agreement"), between Salomon Brothers Mortgage
Securities VII, Inc. ("SBMS VII") and Greenwich Capital Financial Products, Inc.
(the "Company"), relating to the sale by the Company of certain mortgage loans
(the "Mortgage Loans"). I have also acted as counsel to the Company in
connection with its entering into the Indemnification Agreement dated as of June
5, 2000 (the "Indemnification Agreement"), among the Company, SBMS VII, Salomon
Smith Barney Inc., Greenwich Capital Markets, Inc. and Chase Securities Inc. The
Mortgage Loan Purchase Agreement and the Indemnification Agreement are
collectively referred to herein as the "Agreements". Capitalized terms not
otherwise defined herein have the meanings assigned to them in the Mortgage Loan
Purchase Agreement.
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records of the Company,
certificates of public officials, officers of the Company and other persons and
other documents, agreements and instruments and have made such other
investigations as I have deemed necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a validly existing corporation in good standing under the
laws of the State of Delaware, with corporate power and authority under
such laws to own its properties and assets and to conduct its business as
contemplated in the Agreements and to enter into and perform its
obligations under the Agreements.
2. Each Agreement has been duly authorized, executed and delivered by the
Company.
3. No consent, approval, authorization or order of any court, governmental
agency or body is required in connection with the execution and delivery
by the Company of the Agreements, except for those consents, approvals,
authorizations or orders that previously
Exh. D-3A-1
<PAGE> 469
have been obtained.
4. The transfer of the Mortgage Loans as provided in the Agreements and the
fulfillment of the other terms of the Agreements will not conflict with
or result in a violation of the Articles of Incorporation or the By-laws
of the Company or any agreement, instrument, order, writ, judgment or
decree known to me to which the Company is a party or is subject.
5. To the best of my knowledge, there are no actions or proceedings against
the Company, pending (with regard to which the Company has received
service of process) or overtly threatened in writing before any court,
governmental agency or arbitrator which affect the enforceability of the
Agreements, or which would draw into question the validity of the
Agreements or any action taken or to be taken in connection with the
Company's obligations contemplated therein, or which would materially
impair the Company's ability to perform under the terms of the
Agreements.
The opinions expressed herein are limited to the laws of the State
of New York and the federal law of the United States.
This opinion is given to you for your sole benefit, and no other
person or entity is entitled to rely hereon without my express written consent.
Very truly yours,
Exh. D-3A-2
<PAGE> 470
EXHIBIT D-3B
FORM OF OPINION OF SIDLEY & AUSTIN, SPECIAL COUNSEL TO
THE SELLER
June _____, 2000
<TABLE>
<S> <C>
Salomon Brothers Mortgage Standard & Poor's Rating Services,
Securities VII, Inc. a division of The McGraw-Hill
388 Greenwich Street Companies, Inc.
New York, New York 10013 55 Water Street, 41st Floor
New York, New York 10004
Salomon Smith Barney Inc. Moody's Investors Service, Inc.
388 Greenwich Street 99 Church Street
New York, New York 10013 New York, New York 10007
Greenwich Capital Markets, Inc. Greenwich Capital Financial Products, Inc.
600 Steamboat Road 600 Steamboat Road
Greenwich, Connecticut 06830 Greenwich, Connecticut 06830
Chase Securities Inc. Norwest Bank Minnesota,
450 West 33rd Street, 14th Floor National Association
New York, New York 10001 45 Broadway, 12th Floor
New York, New York 10006
</TABLE>
Re: Salomon Brothers Mortgage Securities VII, Inc., Commercial
Mortgage Pass-Through Certificates, Series 2000-C1
Ladies and Gentlemen:
We have acted as special counsel to Greenwich Capital Financial
Products, Inc. ("GCFP") with respect to certain matters in connection with the
transactions contemplated by that certain Mortgage Loan Purchase Agreement,
dated as of June 5, 2000 (the "Mortgage Loan Purchase Agreement"), between GCFP,
as seller, and Salomon Brothers Mortgage Securities VII, Inc. ("SBMS VII"), as
purchaser.
This opinion letter is being provided to you pursuant to Section
7(h) of the Mortgage Loan Purchase Agreement. Capitalized terms not defined
herein have the respective meanings set forth in, or otherwise assigned to them
pursuant to, the Mortgage Loan Purchase Agreement.
For the purposes of this opinion letter, we have reviewed the
Mortgage Loan Purchase Agreement. In addition, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such other
documents and records as we have deemed relevant or necessary as the basis for
the opinions contained in this letter; we have obtained such certificates from
and made such inquiries of officers and representatives of the parties to the
Mortgage Loan Purchase Agreement and public officials as we have deemed relevant
or necessary as the basis for such opinions; and we have relied upon, and
assumed the accuracy of, such other documents and records, such certificates and
the statements made in response to such inquiries, with respect
Exh D-3B-1
<PAGE> 471
to the factual matters upon which such opinions are based. We have also assumed
(i) the truthfulness and accuracy of each of the representations and warranties
as to factual matters material to this opinion contained in the Mortgage Loan
Purchase Agreement, (ii) the legal capacity of natural persons, (iii) the
genuineness of all signatures, (iv) the authenticity of all documents submitted
to us as originals, (v) the conformity to the authentic originals of all
documents submitted to us as certified, conformed or photostatic copies, (vi)
the due organization of the parties to the Mortgage Loan Purchase Agreement and
the valid existence of each such entity in good standing under the laws of its
jurisdiction of organization, (vii) the power and authority of the parties to
the Mortgage Loan Purchase Agreement to enter into, perform under and consummate
the transactions contemplated by the Mortgage Loan Purchase Agreement, without
any resulting conflict with or violation of the organizational documents of any
such party or with or of any law, rule, regulation, order or decree applicable
to any such party or its assets, and without any resulting default under or
breach of any other agreement or instrument by which any such party is bound or
which is applicable to it or its assets, (viii) the due authorization by all
necessary action, and the due execution and delivery, of the Mortgage Loan
Purchase Agreement by the parties thereto, (ix) except as expressly addressed
below, the constitution of the Mortgage Loan Purchase Agreement as the legal,
valid and binding obligation of each party thereto, enforceable against such
party in accordance with its terms, and (x) the absence of any other agreement
that supplements or otherwise modifies the intentions and agreements of the
parties to the Mortgage Loan Purchase Agreement, as expressed therein. In
delivering this opinion letter, we do not express any opinions concerning the
laws of any jurisdiction other than the laws of the State of New York (without
regard to conflicts of laws principles).
Our opinions set forth below with respect to the enforceability of
any agreement or any particular right or obligation under any agreement are
subject to: (1) general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing and the doctrine of estoppel; (2)
the possible unavailability of specific performance and injunctive relief,
regardless of whether considered in a proceeding in equity or at law; (3) the
effect of certain laws, rules, regulations and judicial and other decisions upon
the enforceability of (a) any provision that purports to waive (i) the
application of any federal, state or local statute, rule or regulation, (ii) the
application of any general principles of equity or (iii) the obligation of
diligence, (b) any provision that purports to grant any remedies that would not
otherwise be available at law, to restrict access to any particular legal or
equitable remedies, to make any rights or remedies cumulative and enforceable in
addition to any other right or remedy, to provide that the election of any
particular remedy does not preclude recourse to one or more other remedies, to
provide that the failure to exercise or the delay in exercising rights or
remedies will not operate as a waiver of such rights or remedies, to impose
penalties or forfeitures, or to provide for set-off in the absence of mutuality
between the parties, (c) any provision that purports to release, exculpate or
exempt a party from, or indemnify a party for, liability for any act or omission
on its part that constitutes negligence, recklessness or willful or unlawful
conduct, (d) any provision that purports to govern matters of civil procedure,
including any such provision that purports to establish evidentiary standards,
to waive objections to venue or forum, to confer subject matter jurisdiction on
any court that would not otherwise have such jurisdiction or to waive any right
to a jury trial, or (e) any provision that purports to render unenforceable any
modification, waiver or amendment that is not executed in writing, to sever any
provision of any agreement, to appoint any person or entity as the
attorney-in-fact of any other person or entity or
Exh D-3B-2
<PAGE> 472
to provide that any agreement or any particular provision thereof is to be
governed by or construed in accordance with the laws of any jurisdiction other
than the State of New York; (4) bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, fraudulent conveyance and
transfer, moratorium and other similar laws affecting the rights of creditors or
secured parties generally; and (5) public policy considerations underlying the
securities laws, to the extent that such public policy considerations limit the
enforceability of any provision of any agreement that purports or is construed
to provide indemnification with respect to securities law violations.
Based upon and subject to the foregoing, we are of the opinion
that the Mortgage Loan Purchase Agreement constitutes a valid, legal and binding
agreement of GCFP, enforceable against GCFP in accordance with its terms.
The opinions expressed herein are being delivered to you as of the
date hereof, and we assume no obligation to advise you of any changes of law or
fact that may occur after the date hereof, notwithstanding that such changes may
affect the legal analysis or conclusions contained herein. This opinion letter
is being delivered solely for your benefit in connection with the transactions
contemplated by the Mortgage Loan Purchase Agreement. Accordingly, it may not be
quoted, filed with any governmental authority or other regulatory agency or
otherwise circulated or utilized for any other purpose without our prior written
consent.
Very truly yours,
Exh D-3B-3
<PAGE> 473
Exh D-3B-4
<PAGE> 474
EXHIBIT N
SCHEDULE OF DESIGNATED ARD LOANS
<TABLE>
<CAPTION>
PROPERTY NAME BALANCE MATURITY DATE ARD DATE
------------- ------- ------------- --------
<S> <C> <C> <C>
Airport Business Plaza $3,705,428.48 09/01/23 09/01/08
475-499 Hillside Avenue $1,868,202.60 11/01/23 11/01/13
Federal Express $1,573,379.15 11/01/26 11/01/08
</TABLE>
1
<PAGE> 475
EXHIBIT O
SCHEDULE OF DESIGNATED SUB-SERVICERS
<TABLE>
<CAPTION>
PRIMARY
SERVICING
MORTGAGE RETAINED PREVIOUS
CONTROL LOAN CUT-OFF DATE OR PRIMARY NEW PRIMARY
NUMBER SELLER LOAN / PROPERTY NAME BALANCE RELEASED? SERVICER SERVICER
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Putnam Building 28,618,254.87 Released Midland Loan GMACCM
Services Inc.
2 GCFP Jovanna Villas 13,712,398.54 Fully Midland Loan GMACCM
Apartments Released Services, LP
3 GCFP Los Cabos II 9,972,653.53 Fully Midland Loan GMACCM
Apartments Released Services, LP
4 GCFP Sunrise Plaza 14,887,462.50 Fully Midland Loan GMACCM
Shopping Center Released Services, LP
5 GCFP Hasbrouck & Torview 14,641,646.86 Partially Huntoon Huntoon
Apartments Released Hastings Hastings
Capital Corp. Capital Corp.
7 SBRC Sports Arena Village 12,904,149.90 Retained GMACCM GMACCM
8 GCFP Holiday Inn Somerset 12,899,823.81 Retained Continental Continental
Wingate Wingate Capital
Capital
9 GCFP Southridge Shopping 11,417,665.34 Fully Midland Loan GMACCM
Center Released Services, LP
10 GCFP Stewart Plaza 11,180,811.13 Retained Continental Continental
Wingate Wingate Capital
Capital
11 GCFP The Carriage 10,957,229.98 Partially Meredith & Meredith &
Building (Building Released Grew Grew
39) Incorporated Incorporated
12 GCFP 1000 Adams Avenue 10,862,493.05 Retained Continental Continental
Wingate Wingate Capital
Capital
13 GCFP 101 West Avenue 10,334,868.59 Fully Midland Loan GMACCM
Released Services, LP
14 GCFP Clearview Farms 9,745,437.85 Fully Midland Loan GMACCM
Apartments Released Services, LP
15 GCFP The TJ Building 8,133,454.02 Fully Midland Loan GMACCM
Released Services, LP
16 GCFP International 8,028,928.29 Fully Midland Loan GMACCM
Precision Released Services, LP
Components Corp.
Building
17 GCFP 480 Sprague Street 7,973,179.25 Retained Continental Continental
Wingate Wingate Capital
Capital
18 GCFP 990 Spring Garden 7,957,951.34 Fully Midland Loan GMACCM
Street Released Services, LP
19 SBRC Los Altos Woods 7,816,668.83 Released Midland Loan GMACCM
Office Building Services Inc.
20 GCFP 655 Merrick Avenue 6,959,929.00 Fully Midland Loan GMACCM
Released Services, LP
21 GCFP Nicholson Plaza 6,834,741.86 Fully Skymar GMACCM
Released Capital
Corporation
22 GCFP Ventura Village 6,674,166.58 Fully Midland Loan GMACCM
Shopping Center Released Services, LP
23 SBRC Bridgetown 1 Office 6,624,008.88 Retained Holliday Holliday
Building Fenoglio Fenoglio
Fowler L.P. Fowler L.P.
24 GCFP Courtyard Center 6,557,619.61 Fully Midland Loan GMACCM
Released Services, LP
25 GCFP Raymour & Flanigan 6,472,287.81 Retained Continental Continental
Plaza A Wingate Wingate Capital
Capital
26 GCFP 4707 East Baseline 6,269,162.87 Fully Midland Loan GMACCM
Road Released Services, LP
27 GCFP Holiday Inn Arena 6,221,465.02 Retained Continental Continental
Wingate Wingate Capital
Capital
28 GCFP Kentbrook Apartments 6,079,439.34 Fully Midland Loan GMACCM
Released Services, LP
29 GCFP Ramada Plaza Hotel 5,922,694.68 Retained Continental Continental
and Office Building Wingate Wingate Capital
Capital
30 GCFP Quail Park I 5,888,509.06 Fully Skymar GMACCM
Released Capital
Corporation
31 GCFP 139 Main Street 5,657,038.58 Retained Continental Continental
Wingate Wingate Capital
Capital
32 GCFP Holiday Inn 5,431,437.71 Retained Continental Continental
University Wingate Wingate Capital
Capital
33 GCFP PRG - Scenic 5,420,526.03 Fully Midland Loan GMACCM
Technologies Released Services, LP
34 GCFP Raymour & Flanigan 5,385,573.66 Retained Continental Continental
Plaza B Wingate Wingate Capital
Capital
35 GCFP West County 5,286,459.35 Fully Skymar GMACCM
Professional and Released Capital
Medical Center Corporation
36 SBRC Herndon Plaza 5,285,529.04 Retained AMRESCO AMRESCO
Retail Center Services LP Services LP
37 GCFP 15250 Avenue of 5,259,510.24 Fully Midland Loan GMACCM
Science Released Services, LP
38 GCFP The Barnyard Retail 5,168,611.92 Fully Midland Loan GMACCM
Center Released Services, LP
39 GCFP 711 Madison Avenue 5,151,514.54 Partially Holliday Holliday
Released Fenoglio Fenoglio
Fowler, L.P. Fowler, L.P.
40 SBRC 132 South Rodeo 4,976,477.85 Released Midland Loan GMACCM
Drive Services Inc.
41 GCFP 4001 Fairview 4,836,599.49 Fully Midland Loan GMACCM
Industrial Drive Released Services, LP
Southeast
42 GCFP The Parris Building 4,768,465.71 Partially Meredith & Meredith &
(Building 34) Released Grew Grew Incorporated
43 SBRC Cherry Tree 4,685,601.62 Retained GMACCM GMACCM
Shopping Center
44 SBRC 1916-1928 Old 4,575,158.99 Released Midland Loan GMACCM
Middlefield Road Services Inc.
45 GCFP Days Inn Singer 4,462,078.10 Fully Midland Loan GMACCM
Island Released Services, LP
46 GCFP The Sports Authority 4,460,072.55 Fully Midland Loan GMACCM
Released Services, LP
</TABLE>
1
<PAGE> 476
<TABLE>
<CAPTION>
PRIMARY
SERVICING
MORTGAGE RETAINED PREVIOUS
CONTROL LOAN CUT-OFF DATE OR PRIMARY NEW PRIMARY
NUMBER SELLER LOAN / PROPERTY NAME BALANCE RELEASED? SERVICER SERVICER
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
47 GCFP Grand Union 4,424,160.29 Fully Midland Loan GMACCM
Supermarket Released Services, LP
48 GCFP Parklawn Center 4,112,970.74 Fully Skymar GMACCM
Released Capital
Corporation
49 GCFP Two World's Fair 4,090,384.44 Partially Holliday Holliday
Drive Released Fenoglio Fenoglio
Fowler, L.P. Fowler, L.P.
50 GCFP Arden Woods Office 4,089,469.58 Fully Midland Loan GMACCM
Building Released Services, LP
51 GCFP 350 Centerpointe 4,013,407.35 Fully Midland Loan GMACCM
Released Services, LP
52 GCFP Erie Canal Commons 3,968,362.42 Retained Continental Continental
Wingate Wingate Capital
Capital
53 GCFP Executive Center 3,911,014.79 Retained Continental Continental
Northridge Wingate Wingate Capital
Capital
54 SBRC Jester Village 3,863,651.49 Retained GMACCM GMACCM
Retail Center
55 GCFP Suncreek Corporate 3,837,367.70 Fully Midland Loan GMACCM
Center Released Services, LP
56 GCFP Airport Business 3,705,428.48 Fully Midland Loan GMACCM
Plaza Released Services, LP
57 SBRC Otay Distribution 3,690,076.62 Retained GMACCM GMACCM
Center
58 GCFP Groesbeck 3,687,015.36 Fully Midland Loan GMACCM
Industrial Park Released Services, LP
59 GCFP A Safe Self Storage 3,538,409.59 Partially Holliday Holliday
Released Fenoglio Fenoglio
Fowler, L.P. Fowler, L.P.
60 GCFP Audobon One 3,501,443.38 Retained Continental Continental
Wingate Wingate Capital
Capital
61 GCFP Quail Valley 3,488,139.63 Fully Midland Loan GMACCM
Apartments Released Services, LP
62 SBRC Valley Sunset Center 3,394,280.78 Retained GMACCM GMACCM
63 GCFP Tangerine Hill 3,345,711.83 Fully Midland Loan GMACCM
Apartments Released Services, LP
64 GCFP Modesto Imaging 3,339,332.56 Fully Midland Loan GMACCM
Center Released Services, LP
65 GCFP Beechnut Grove 2,208,119.47 Partially Holliday Holliday
Apartments Released Fenoglio Fenoglio
Fowler, L.P. Fowler, L.P.
66 GCFP Woodvine Apartments 1,081,629.66 Partially Holliday Holliday
Released Fenoglio Fenoglio
Fowler, L.P. Fowler, L.P.
67 GCFP Holiday Inn Kennedy 3,258,862.60 Retained Continental Continental
Space Center Wingate Wingate Capital
Capital
68 GCFP Chateau Resort & 3,227,894.73 Fully Midland Loan GMACCM
Conf. Released Services, LP
69 GCFP West Pointe 3,215,949.33 Fully Midland Loan GMACCM
Apartments Released Services, LP
70 GCFP Auburn Hills 3,213,470.27 Fully Midland Loan GMACCM
Industrial Center Released Services, LP
71 SBRC Ponderosa Village 3,180,107.73 Retained LJ Melody & LJ Melody &
Shopping Center Company Inc. Company Inc.
72 SBRC Heinz Apartments 3,179,259.26 Retained Huntington Huntington
Capital Corp. Capital Corp.
73 GCFP Barcelona Apartments 3,151,810.47 Fully Midland Loan GMACCM
Released Services, LP
74 SBRC Highbury Court 3,106,150.84 Retained Financial Financial
Apartments Federal Federal
Savings Bank Savings Bank
75 GCFP BankBoston Building 3,038,355.72 Partially Meredith & Meredith &
Released Grew Grew Incorporated
77 GCFP 43 West 47th Street 2,978,382.70 Fully Midland Loan GMACCM
Released Services, LP
78 SBRC 58-38 Page Place 2,975,696.38 Released Midland Loan GMACCM
Services Inc.
79 GCFP 3832-3844 Sepulveda 2,946,157.15 Fully Midland Loan GMACCM
Boulevard Released Services, LP
80 SBRC Sweetwater Plaza 2,908,631.50 Released Midland Loan GMACCM
East Services Inc.
81 SBRC Duane Reade Maspeth 2,878,420.21 Released Midland Loan GMACCM
Services Inc.
82 GCFP Fairfield Inn Houma 2,878,288.00 Fully Midland Loan GMACCM
Released Services, LP
83 SBRC Brentwood Apartments 1,694,918.56 Retained GMACCM GMACCM
84 SBRC Whitehall Apartments 1,129,945.62 Retained GMACCM GMACCM
85 SBRC Wind River Park 1,418,562.85 Retained LJ Melody & LJ Melody &
Plaza Company Inc. Company Inc.
86 SBRC Newport Victoria 1,373,766.17 Retained LJ Melody & LJ Melody &
Plaza Company Inc. Company Inc.
87 SBRC Haverty Furniture 2,735,316.46 Released Midland Loan GMACCM
Store Services Inc.
88 GCFP Westgate Office 2,725,901.42 Retained Continental Continental
Center Wingate Wingate Capital
Capital
89 GCFP Commonwealth Park 2,710,733.50 Retained Continental Continental
Wingate Wingate Capital
Capital
90 SBRC New Jersey Portfolio 2,683,469.68 Retained GMACCM GMACCM
90A SBRC 5004 Palisades 0.000% 0 0
90B SBRC 727 & 727A 25th 0.000% 0 0
Street
90C SBRC Franklin's Tower Two 0.000% 0 0
90D SBRC Franklin's Tower One 0.000% 0 0
91 GCFP Centerpointe 2,639,607.64 Fully Midland Loan GMACCM
24-Hour Fitness Released Services, LP
92 GCFP Keats Plaza 2,617,345.03 Fully Skymar GMACCM
Released Capital
Corporation
93 SBRC South Pointe 2,554,420.24 Retained Financial Financial
Townhomes Federal Federal
Savings Bank Savings Bank
94 GCFP Glenmoor Green I 2,541,542.28 Fully Midland Loan GMACCM
Apartments Released Services, LP
95 SBRC Alameda Shopping 2,510,907.57 Retained GMACCM GMACCM
Center
96 SBRC 41 North Division 2,488,377.63 Released Midland Loan GMACCM
Street Services Inc.
</TABLE>
2
<PAGE> 477
<TABLE>
<CAPTION>
PRIMARY
SERVICING
MORTGAGE RETAINED PREVIOUS
CONTROL LOAN CUT-OFF DATE OR PRIMARY NEW PRIMARY
NUMBER SELLER LOAN / PROPERTY NAME BALANCE RELEASED? SERVICER SERVICER
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
97 GCFP Glenmoor Green II 2,466,813.16 Fully Midland Loan GMACCM
Apartments Released Services, LP
98 GCFP Flagship Wharf 2,370,296.60 Fully Midland Loan GMACCM
Commercial Released Services, LP
Condominium
99 GCFP South Park Center 2,364,397.65 Retained Continental Continental
Wingate Wingate Capital
Capital
100 GCFP 1952 West El Camino 2,357,761.67 Fully Midland Loan GMACCM
Released Services, LP
101 SBRC Office Max Traverse 2,348,838.78 Released Skymar Capital GMACCM
102 GCFP Rockland 2,312,850.05 Partially Meredith & Meredith &
Multi-family Residences Released Grew Grew Incorporated
103 GCFP Realty Expert 2,291,068.77 Fully Midland Loan GMACCM
Building Released Services, LP
104 GCFP 75 Bermar Park, 2,283,786.06 Fully Midland Loan GMACCM
Nickel Office Released Services, LP
Building & Tonida
Office Building
105 SBRC Office Max Mankato 2,270,572.67 Released Skymar Capital GMACCM
106 SBRC Office Max 2,269,770.36 Released Skymar Capital GMACCM
Martinsburg
107 GCFP Kmart South Bend 2,240,142.88 Fully Midland Loan GMACCM
Released Services, LP
108 GCFP Wolfie's Plaza 2,228,325.68 Fully Midland Loan GMACCM
Released Services, LP
109 GCFP 200-220 West 1st 2,216,999.71 Fully Midland Loan GMACCM
Street Released Services, LP
110 GCFP The Loring Building 2,180,904.70 Retained Continental Continental
Wingate Wingate Capital
Capital
111 GCFP Park Paloma 2,139,610.92 Fully Midland Loan GMACCM
Apartments Released Services, LP
112 GCFP Mitchell Building 2,123,146.03 Fully Midland Loan GMACCM
Released Services, LP
113 GCFP Kennedy I Office 2,105,829.14 Fully Midland Loan GMACCM
Building Released Services, LP
114 SBRC Holiday Inn Express 2,105,292.43 Retained GMACCM GMACCM
115 GCFP 16300 Addison Road 2,082,048.10 Fully Midland Loan GMACCM
Office Building Released Services, LP
116 GCFP Fairfield Inn 2,067,224.04 Fully Midland Loan GMACCM
Jackson Released Services, LP
117 SBRC Amberwood Mobile 2,059,553.23 Released Midland Loan GMACCM
Home Park Services Inc.
118 SBRC Carson Commerce 2,047,625.49 Retained GMACCM GMACCM
Center
119 GCFP Nome Plaza Shopping 2,026,300.14 Fully Midland Loan GMACCM
Center Released Services, LP
120 GCFP River Park Shopping 2,025,941.76 Retained Continental Continental
Center Wingate Wingate Capital
Capital
121 SBRC Fountain Plaza 2,004,409.18 Retained LJ Melody & LJ Melody &
Company Inc. Company Inc.
122 GCFP Fairfield Inn 1,997,986.88 Fully Midland Loan GMACCM
Hattiesburg Released Services, LP
123 GCFP Fairfield Inn Lake 1,983,150.37 Fully Midland Loan GMACCM
Charles-Sulphur Released Services, LP
124 SBRC Hampton Inn Blythe 1,894,734.91 Released GE Capital GMACCM
Loan
Services, Inc.
125 SBRC The Grove Shopping 1,869,414.72 Retained GMACCM GMACCM
Center
126 GCFP 475-499 Hillside 1,868,202.60 Fully Midland Loan GMACCM
Avenue Released Services, LP
127 SBRC Copeland Shopping 1,866,547.09 Retained GMACCM GMACCM
Center
128 GCFP The Fleet Building 1,842,937.09 Partially Meredith & Meredith &
Released Grew Grew Incorporated
129 GCFP Commack Tower Plaza 1,839,805.53 Fully Skymar GMACCM
Released Capital
Corporation
130 GCFP Shoppes of 1,829,638.83 Retained Continental Continental
Northshore Wingate Wingate Capital
Capital
131 SBRC Las Posadas 1,814,130.98 Retained GMACCM GMACCM
Shopping Center
132 SBRC The Ville Apartments 1,813,445.59 Retained GMACCM GMACCM
133 GCFP Amelia Court 1,810,481.02 Fully Midland Loan GMACCM
Apartments Released Services, LP
134 SBRC Long Street 1,790,809.92 Retained GMACCM GMACCM
Townhouses
135 GCFP Silverbrook 1,766,204.21 Fully Midland Loan GMACCM
Apartments Released Services, LP
136 SBRC Garden Apartments 1,743,925.69 Retained GMACCM GMACCM
137 GCFP Westchester and New 1,722,373.19 Retained Continental Continental
Haven Apartments Wingate Wingate Capital
Capital
138 SBRC Madison Midtown 1,158,627.96 Retained GMACCM GMACCM
Shopping Center
139 SBRC Cleveland Corners 482,347.26 Retained GMACCM GMACCM
Shopping Center
140 SBRC Park Place 1,634,079.51 Retained GMACCM GMACCM
Apartments
141 GCFP Horizons Apartments 1,619,197.81 Fully Midland Loan GMACCM
Released Services, LP
142 GCFP Regency Square 1,578,624.24 Fully Midland Loan GMACCM
Apartments Released Services, LP
143 SBRC Federal Express 1,573,379.15 Retained GMACCM GMACCM
144 SBRC Levittown 1,550,442.42 Retained GMACCM GMACCM
Professional
Building
</TABLE>
3
<PAGE> 478
<TABLE>
<CAPTION>
PRIMARY
SERVICING
MORTGAGE RETAINED PREVIOUS
CONTROL LOAN CUT-OFF DATE OR PRIMARY NEW PRIMARY
NUMBER SELLER LOAN / PROPERTY NAME BALANCE RELEASED? SERVICER SERVICER
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
145 SBRC 3311 Richmond 1,542,902.27 Retained LJ Melody & LJ Melody &
Office Building Company Inc. Company Inc.
146 SBRC Carmel Towers 1,536,329.70 Retained GMACCM GMACCM
147 GCFP Westwood Apartments 1,493,285.55 Fully Midland Loan GMACCM
Released Services, LP
148 SBRC Crestridge 1,470,068.80 Retained GMACCM GMACCM
Apartments
149 GCFP Pine Tree Square 1,455,343.12 Fully Midland Loan GMACCM
Released Services, LP
150 GCFP Thistlewood 1,453,361.98 Fully Midland Loan GMACCM
Apartments Released Services, LP
151 GCFP Lesbo/Bullion 1,443,674.70 Fully Midland Loan GMACCM
Mobile Home Park Released Services, LP
152 SBRC The Town Center 1,441,959.68 Retained GMACCM GMACCM
153 SBRC Bayridge Apartments 1,440,455.81 Retained GMACCM GMACCM
154 SBRC Ramada Inn - 1,439,330.14 Retained GMACCM GMACCM
Elizabethtown
155 SBRC Oasis Surgery Center 1,391,384.67 Retained GMACCM GMACCM
156 SBRC 715 South Oxford 1,375,649.74 Retained GMACCM GMACCM
Court Apartments
157 SBRC Barefoot Bay 1,352,817.51 Retained GMACCM GMACCM
Medical Office
Center
158 GCFP 14 Mamaroneck Avenue 1,348,077.93 Fully Midland Loan GMACCM
Released Services, LP
159 SBRC Presidio Plaza 1,343,943.22 Retained GMACCM GMACCM
160 SBRC 904-912 21st Avenue 1,342,654.78 Retained GMACCM GMACCM
161 GCFP Ambassador 1,339,668.48 Fully Midland Loan GMACCM
Apartments Released Services, LP
162 SBRC Frisco South 1,334,047.56 Retained GMACCM GMACCM
Shopping Center
163 GCFP Oquendo Office 1,326,813.98 Fully Midland Loan GMACCM
Warehouse Released Services, LP
164 GCFP Palm Harbor Mobile 1,313,821.90 Fully Midland Loan GMACCM
Home Park Released Services, LP
165 SBRC Milan Apartments 1,294,196.36 Released Midland Loan GMACCM
Services Inc.
166 SBRC Palm Pacific Plaza 1,293,656.12 Retained GMACCM GMACCM
Shopping Center
167 SBRC North Dixie 1,289,805.51 Retained GMACCM GMACCM
Commerce Center
168 SBRC Meadowlark 1,285,194.53 Retained GMACCM GMACCM
Apartments
169 SBRC Old Judge Building 1,285,126.47 Retained GMACCM GMACCM
170 SBRC Sherman/Lennox 1,265,523.31 Retained GMACCM GMACCM
Portfolio
170A SBRC 6839-6841 Lennox 0.000% 0 0
Avenue
170B SBRC 17732 Sherman Way
0.000% 0 0
171 SBRC Pacific Winds 1,253,201.21 Retained GMACCM GMACCM
Apartments
172 SBRC Isle of Capri 1,240,509.23 Retained GMACCM GMACCM
Apartments
173 SBRC Datura Station 1,215,941.09 Retained GMACCM GMACCM
174 SBRC Park View 1,213,892.97 Retained GMACCM GMACCM
Cooperative
175 SBRC H & Z Office 1,192,865.05 Retained GMACCM GMACCM
Building
176 SBRC Nassau Bay Villas 1,191,800.49 Retained GMACCM GMACCM
Apartments
177 SBRC 2180 West First 1,191,440.30 Retained GMACCM GMACCM
Street
178 GCFP 8020 Northwest 60th 1,191,028.86 Fully Midland Loan GMACCM
Street Released Services, LP
179 SBRC Irving Place 1,185,590.57 Retained GMACCM GMACCM
Apartments
180 GCFP Regency Palms 1,179,962.75 Fully Midland Loan GMACCM
Apartments Released Services, LP
181 GCFP Four Flags Motors, 1,160,198.90 Fully Midland Loan GMACCM
Inc. Released Services, LP
182 GCFP Alexandria Gardens 1,135,768.32 Fully Midland Loan GMACCM
Apartments Released Services, LP
183 GCFP 47-49 Main Street 1,123,198.55 Fully Midland Loan GMACCM
Released Services, LP
184 SBRC Madrid Apartments 1,108,725.41 Retained GMACCM GMACCM
185 SBRC Comfort Inn - 1,106,990.73 Retained GMACCM GMACCM
Milledgeville
186 SBRC Wal-Mart Shopping 1,095,753.19 Retained GMACCM GMACCM
Center
187 SBRC Stratford Apartments 1,084,891.94 Retained GMACCM GMACCM
188 SBRC Willow Glen Plaza 1,083,192.32 Retained GMACCM GMACCM
189 SBRC Edgewater Bay 1,082,470.75 Retained GMACCM GMACCM
Apartments
190 SBRC 420 Group 1,068,761.10 Retained GMACCM GMACCM
191 GCFP 7-Eleven 1,024,554.52 Fully Midland Loan GMACCM
Released Services, LP
</TABLE>
4
<PAGE> 479
<TABLE>
<CAPTION>
PRIMARY
SERVICING
MORTGAGE RETAINED PREVIOUS
CONTROL LOAN CUT-OFF DATE OR PRIMARY NEW PRIMARY
NUMBER SELLER LOAN / PROPERTY NAME BALANCE RELEASED? SERVICER SERVICER
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
192 SBRC Lake Forest North 999,938.16 Retained GMACCM GMACCM
Apartments
193 SBRC CompuChem Industrial 995,609.84 Retained GMACCM GMACCM
194 GCFP Palazzolo Plaza 995,333.32 Fully Midland Loan GMACCM
Released Services, LP
195 SBRC A. E. Larson 995,186.67 Retained GMACCM GMACCM
Building
196 GCFP Lanewood Apartments 994,285.82 Fully Midland Loan GMACCM
Released Services, LP
197 GCFP Chris-Town Mobile 992,424.76 Fully Midland Loan GMACCM
Home Park Released Services, LP
198 SBRC Corbus-Peppertree 989,751.96 Retained GMACCM GMACCM
Lane Apartments
199 SBRC Missouri Meadows 979,133.44 Retained GMACCM GMACCM
Apartments
200 SBRC Highlander Square 960,874.52 Retained GMACCM GMACCM
Apartments
201 SBRC Hillcrest Crossing 952,900.75 Retained GMACCM GMACCM
202 SBRC Virginia Plaza 939,381.20 Retained GMACCM GMACCM
203 SBRC Pedersen Building 890,126.41 Retained GMACCM GMACCM
204 GCFP Spring Oaks Mobile 889,599.06 Fully Midland Loan GMACCM
Home & Recreational Released Services, LP
Vehicle Park
205 SBRC Shadowood Apartments 879,061.35 Retained GMACCM GMACCM
206 SBRC Arroyo Shopping 877,898.53 Retained GMACCM GMACCM
Center
207 GCFP The Nog Retail 866,706.97 Fully Midland Loan GMACCM
Center Released Services, LP
208 GCFP London Square 854,047.69 Fully Midland Loan GMACCM
Apartments Released Services, LP
209 SBRC Petite Chateau 836,266.18 Retained GMACCM GMACCM
Villa Mobile Home
Park
210 GCFP Walnut Hills 834,300.81 Fully Midland Loan GMACCM
Apartments Released Services, LP
211 SBRC Palmer Highway 805,651.33 Retained GMACCM GMACCM
Shopping Center
212 SBRC Somerset Apartments 797,127.72 Retained GMACCM GMACCM
213 SBRC Shady Acres/Pine 787,123.06 Retained CMACCM GMACCM
Shadows Portfolio
213A SBRC Shady Acres Duplexes 0.000% 0 0
213B SBRC Pine Shadows Estates 0.000% 0 0
214 SBRC Vanowen Street 773,970.40 Retained GMACCM GMACCM
Retail Center
215 GCFP Rena's Village Plaza 765,693.60 Fully Midland Loan GMACCM
Released Services, LP
216 SBRC Stanford Place 756,932.13 Retained GMACCM GMACCM
Apartments
217 SBRC Panola-Redan 753,022.67 Retained GMACCM GMACCM
Crossing
218 SBRC Garnet Avenue 748,251.82 Retained GMACCM GMACCM
Shopping Center
219 SBRC The Chalet 741,137.06 Retained GMACCM GMACCM
Apartments
220 SBRC Galt Ocean Plaza 739,942.14 Retained GMACCM GMACCM
221 SBRC Zion Street 725,157.00 Retained GMACCM GMACCM
Apartments
222 GCFP Country Square 718,584.02 Fully Midland Loan GMACCM
Mobile Home Park Released Services, LP
223 GCFP 1513-1517 Taylor 704,282.87 Fully Midland Loan GMACCM
Avenue Released Services, LP
224 GCFP Westside Warehouse 644,208.11 Fully Midland Loan GMACCM
Released Services, LP
225 SBRC Heritage House 638,130.36 Retained GMACCM GMACCM
Apartments
226 SBRC Troy Building 627,514.38 Retained GMACCM GMACCM
227 SBRC Arlington Manor 594,538.78 Retained GMACCM GMACCM
Mobile Home Park
228 GCFP Capitol View 592,119.45 Fully Midland Loan GMACCM
Apartments, Charles Released Services, LP
Apartments &
Randolph Apartments
229 SBRC Beresford Retail 586,644.61 Retained GMACCM GMACCM
230 SBRC 120 Standard Street 561,038.23 Retained GMACCM GMACCM
231 GCFP 2077-2089 New York 546,440.14 Fully Midland Loan GMACCM
Avenue Released Services, LP
232 SBRC Blair Place Duplexes 538,687.46 Retained GMACCM GMACCM
233 SBRC 18714 Parthenia 538,306.29 Retained GMACCM GMACCM
Street
234 GCFP Thornapple 537,111.98 Fully Midland Loan GMACCM
Apartments Released Services, LP
235 GCFP 2800 Oakmont Drive 536,562.37 Fully Midland Loan GMACCM
Released Services, LP
236 SBRC Fox Tile 516,620.50 Retained GMACCM GMACCM
237 SBRC 471 Prospect Street 515,209.45 Retained GMACCM GMACCM
</TABLE>
5
<PAGE> 480
<TABLE>
<CAPTION>
Primary
Servicing
Mortgage Retained Previous
CONTROL Loan Cut-off Date or Primary New Primary
NUMBER Seller Loan / Property Name Balance Released? Servicer Servicer
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
238 GCFP Barclay Arms 512,551.71 Fully Midland Loan GMACCM
Apartments Released Services, LP
239 SBRC Wishney 491,952.03 Retained GMACCM GMACCM
240 GCFP Elmgrove Apartments 478,859.01 Fully Midland Loan GMACCM
Released Services, LP
241 SBRC Centennial 472,008.93 Retained GMACCM GMACCM
Apartments
242 SBRC Vanguard Industrial 470,577.63 Retained GMACCM GMACCM
Building
243 GCFP 135-145 Orange 457,704.49 Fully Midland Loan GMACCM
Street Apartments Released Services, LP
244 SBRC Brentwood Village 450,509.51 Retained GMACCM GMACCM
Apartments
245 GCFP Seoul Plaza 447,545.53 Fully Midland Loan GMACCM
Released Services, LP
246 SBRC Glendale Apartments 437,587.79 Retained GMACCM GMACCM
247 GCFP Riverview Apartments 410,846.03 Fully Midland Loan GMACCM
Released Services, LP
248 GCFP 820 Linden Boulevard 410,524.89 Fully Midland Loan GMACCM
Released Services, LP
249 GCFP Vail Valley Auto 392,098.34 Fully Midland Loan GMACCM
Released Services, LP
250 GCFP Hawthorne 380,125.29 Fully Midland Loan GMACCM
Apartments II Released Services, LP
251 GCFP 2096 Saint Georges 369,676.83 Fully Midland Loan GMACCM
Avenue Released Services, LP
252 SBRC Notre Dame 363,632.31 Retained GMACCM GMACCM
Apartments
253 GCFP Nash Multi-family 352,441.97 Fully Midland Loan GMACCM
Apartments Released Services, LP
254 SBRC Somers Apartments 348,696.54 Retained GMACCM GMACCM
255 GCFP Foxglove 335,695.05 Fully Midland Loan GMACCM
Apartments, Phase I Released Services, LP
256 SBRC Muse Apartments 317,444.64 Retained GMACCM GMACCM
257 GCFP Chalmer Place 312,426.03 Fully Midland Loan GMACCM
Released Services, LP
258 GCFP Ivy Court Apartments 302,125.59 Fully Midland Loan GMACCM
Released Services, LP
259 GCFP Royce Apartments 293,949.40 Fully Midland Loan GMACCM
Released Services, LP
260 SBRC C. Martin Company 292,148.47 Retained GMACCM GMACCM
261 GCFP Aster Court 286,328.06 Fully Midland Loan GMACCM
Apartments Released Services, LP
262 GCFP Zora Lee Apartments 283,284.01 Fully Midland Loan GMACCM
Released Services, LP
263 GCFP Foxglove II 256,707.94 Fully Midland Loan GMACCM
Apartments Released Services, LP
264 GCFP Indiana Street 246,785.14 Fully Midland Loan GMACCM
Apartments Released Services, LP
265 GCFP "A" Street 241,620.61 Fully Midland Loan GMACCM
Apartments Released Services, LP
266 GCFP The Colonial 235,560.58 Fully Midland Loan GMACCM
Apartments Released Services, LP
267 GCFP Taylene Court 229,780.70 Fully Midland Loan GMACCM
Apartments Released Services, LP
268 GCFP Myrtle Street 223,877.18 Fully Midland Loan GMACCM
Apartments Released Services, LP GMACCM
</TABLE>
6
