<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-84249
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 4, 2000)
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
THE DEPOSITOR
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C2
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D,
CLASS E, CLASS F AND CLASS G
APPROXIMATE TOTAL PRINCIPAL BALANCE AT ISSUANCE: $710,134,000
We, Salomon Brothers Mortgage Securities VII, Inc., have prepared this
prospectus supplement in order to offer the classes of commercial mortgage
pass-through certificates identified above. These certificates are the only
securities offered by this prospectus supplement. This prospectus supplement
specifically relates to, and is accompanied by, our prospectus dated August 4,
2000. We will not list the offered certificates on any national securities
exchange or any automated quotation system of any registered securities
associations, such as NASDAQ.
The offered certificates will represent beneficial ownership interests in
the Salomon Brothers Commercial Mortgage Trust 2000-C2. They will not represent
interests in or obligations of any other party. The assets of the trust will
include a pool of multifamily and commercial mortgage loans. The initial
mortgage pool balance that we expect to transfer to the trust will be
approximately $784,678,678. No governmental agency or instrumentality or private
insurer has insured or guaranteed the offered certificates or any of the
mortgage loans that will back them.
Each class of offered certificates will receive monthly distributions of
interest, principal or both, commencing in September 2000. The table on page S-5
of this prospectus supplement contains a list of the classes of offered
certificates and sets forth the principal balance, pass-through rate, and other
select characteristics of each of those classes. Credit enhancement is being
provided through the subordination of multiple non-offered classes of the series
2000-C2 certificates. That same table on page S-5 of this prospectus supplement
also contains a list of the non-offered classes of the series 2000-C2
certificates.
------------------
YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-30 IN THIS
PROSPECTUS SUPPLEMENT AND ON PAGE 4 IN THE ACCOMPANYING PROSPECTUS PRIOR TO
INVESTING IN THE OFFERED CERTIFICATES.
------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
Salomon Smith Barney Inc., PaineWebber Incorporated, Chase Securities Inc.
and, solely outside the United States, Artesia Banking Corporation are the
underwriters for this offering. They will purchase the offered certificates from
us. Our proceeds from the sale of the offered certificates to the underwriters
will equal approximately 100.36% of the total initial principal balance of the
offered certificates, plus accrued interest, before deducting expenses payable
by us. Each underwriter's commission will be the difference between the price it
pays to us for its allocation of offered certificates and the amount it receives
from the sale of those offered certificates to the public. The underwriters
intend to sell the offered certificates from time to time in negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. See "Method of Distribution" in this prospectus supplement.
[SALOMON SMITH BARNEY LOGO]
PAINEWEBBER INCORPORATED CHASE SECURITIES INC.
ARTESIA BANKING CORPORATION
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 15, 2000.
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[MAP]
S-2
<PAGE> 3
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Important Notice About the Information Contained in This
Prospectus Supplement,
the Accompanying Prospectus and the Related Registration
Statement................................................. S-4
Summary of Prospectus Supplement............................ S-5
Risk Factors................................................ S-30
Capitalized Terms Used in this Prospectus Supplement........ S-59
Forward-Looking Statements.................................. S-59
Description of the Mortgage Pool............................ S-60
Servicing of the Underlying Mortgage Loans.................. S-106
Description of the Offered Certificates..................... S-127
Yield and Maturity Considerations........................... S-150
Use of Proceeds............................................. S-155
Federal Income Tax Consequences............................. S-156
ERISA Considerations........................................ S-160
Legal Investment............................................ S-165
Method of Distribution...................................... S-166
Legal Matters............................................... S-167
Ratings..................................................... S-168
Glossary.................................................... S-170
</TABLE>
<TABLE>
<S> <C> <C>
ANNEX A-1 Characteristics of the Underlying Mortgage Loans and the
Mortgaged Real Properties................................... A-1-1
ANNEX A-2 Information Regarding the Underlying CTL Loans.............. A-2-1
ANNEX B Form of Trustee Report...................................... B-1
ANNEX C Decrement Tables for the Offered Certificates............... C-1
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Important Notice About Information in this Prospectus and
each Accompanying Prospectus Supplement................... 3
Risk Factors................................................ 4
Description of the Trust Funds.............................. 15
Use of Proceeds............................................. 24
Yield Considerations........................................ 24
The Depositor............................................... 29
Description of the Certificates............................. 29
Description of the Agreements............................... 41
Description of Credit Support............................... 65
Certain Legal Aspects of Mortgage Loans..................... 68
Federal Income Tax Consequences............................. 82
State and Other Tax Considerations.......................... 122
ERISA Considerations........................................ 123
Legal Investment............................................ 129
Method of Distribution...................................... 132
Legal Matters............................................... 133
Financial Information....................................... 133
Rating...................................................... 133
Available Information....................................... 134
Reports to Certificateholders............................... 134
Incorporation of Certain Information by Reference........... 135
Index of Principal Definitions.............................. 136
</TABLE>
S-3
<PAGE> 4
IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT,
THE ACCOMPANYING PROSPECTUS AND THE RELATED REGISTRATION STATEMENT
Information about the offered certificates is contained in two separate
documents:
- this prospectus supplement, which describes the specific terms of the
offered certificates; and
- the accompanying prospectus, which provides general information, some of
which may not apply to the offered certificates.
You should read both this prospectus supplement and the accompanying
prospectus in full to obtain material information concerning the offered
certificates.
In addition, we have filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, with
respect to the offered certificates. This prospectus supplement and the
accompanying prospectus form a part of that registration statement. However,
this prospectus supplement and the accompanying prospectus do not contain all of
the information contained in our registration statement. For further information
regarding the documents referred to in this prospectus supplement and the
accompanying prospectus, you should refer to our registration statement and the
exhibits to it. Our registration statement and the exhibits to it can be
inspected and copied at prescribed rates at the public reference facilities
maintained by the SEC at its public reference section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices located at: Chicago regional
office, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and
New York regional office, Seven World Trade Center, New York, New York 10048.
Copies of these materials can also be obtained electronically through the SEC's
internet web site (http:\www.sec.gov).
You should only rely on the information contained in this prospectus
supplement, the accompanying prospectus and our registration statement. We have
not authorized any person to give any other information or to make any
representation that is different from the information contained in this
prospectus supplement, the accompanying prospectus or our registration
statement.
S-4
<PAGE> 5
SUMMARY OF PROSPECTUS SUPPLEMENT
This summary contains selected information regarding the offering being
made by this prospectus supplement. It does not contain all of the information
you need to consider in making your investment decision. TO UNDERSTAND ALL OF
THE TERMS OF THE OFFERING OF THE OFFERED CERTIFICATES, YOU SHOULD READ CAREFULLY
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN FULL.
INTRODUCTION TO THE TRANSACTION
The offered certificates will be part of a series of commercial mortgage
pass-through certificates designated as the Series 2000-C2 Commercial Mortgage
Pass-Through Certificates, which series consists of multiple classes. The table
below identifies the respective classes of certificates of that series,
specifies various characteristics of each of those classes of certificates and
indicates which of those classes of certificates are offered by this prospectus
supplement and which are not.
SERIES 2000-C2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
<TABLE>
<CAPTION>
APPROX.
APPROX. APPROX. TOTAL
TOTAL % CREDIT
PRINCIPAL OF INITIAL SUPPORT PASS- INITIAL WEIGHTED
BALANCE AT MORTGAGE AT THROUGH PASS- AVERAGE MOODY'S/
INITIAL POOL INITIAL RATE THROUGH LIFE PRINCIPAL FITCH
CLASS ISSUANCE BALANCE ISSUANCE DESCRIPTION RATE (YEARS) WINDOW RATINGS
----- ---------- ---------- -------- ----------- ------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Offered Certificates
A-1.................. $115,301,000 14.69% 23.50% Fixed 7.298% 5.70 9/00-6/09 Aaa/AAA
A-2.................. $484,978,000 61.81% 23.50% Fixed 7.455% 9.25 6/09-4/10 Aaa/AAA
B.................... $ 33,349,000 4.25% 19.25% Fixed/WAC Cap 7.526% 9.71 4/10-5/10 Aa2/AA
C.................... $ 33,348,000 4.25% 15.00% Fixed/WAC Cap 7.727% 9.75 5/10-6/10 A2/A
D.................... $ 7,847,000 1.00% 14.00% Fixed/WAC Cap 7.834% 9.82 6/10-6/10 A3/A-
E.................... $ 11,770,000 1.50% 12.50% Fixed/WAC Cap 8.193% 9.82 6/10-6/10 Baa1/BBB+
F.................... $ 13,732,000 1.75% 10.75% Fixed/WAC Cap 8.200% 9.82 6/10-6/10 Baa2/BBB
G.................... $ 9,809,000 1.25% 9.50% WAC 8.506% 9.82 6/10-6/10 Baa3/BBB-
Non-Offered
Certificates
X.................... N/A N/A N/A Variable IO 1.116% N/A N/A Aaa/AAA
H.................... $ 21,578,000 2.75% 6.75% Fixed 6.308% N/A N/A NR/BB+
J.................... $ 13,732,000 1.75% 5.00% Fixed 6.308% N/A N/A Ba2/BB
K.................... $ 5,885,000 0.75% 4.25% Fixed 6.308% N/A N/A Ba3/BB-
L.................... $ 5,885,000 0.75% 3.50% Fixed 6.308% N/A N/A B1/B+
M.................... $ 8,828,000 1.13% 2.38% Fixed 6.308% N/A N/A B2/B
N.................... $ 6,866,000 0.88% 1.50% Fixed 6.808% N/A N/A B3/B-
P.................... $ 11,770,678 1.50% N/A Fixed 6.808% N/A N/A NR/NR
R.................... N/A N/A N/A N/A N/A N/A N/A NR/NR
Y.................... N/A N/A N/A N/A N/A N/A N/A NR/NR
</TABLE>
The offered certificates will evidence beneficial ownership interests in a
common law trust designated as the Salomon Brothers Commercial Mortgage Trust
2000-C2. We will form the trust at or prior to the time of initial issuance of
the offered certificates. The assets of the trust will include a pool of
multifamily and commercial mortgage loans having the characteristics described
in this prospectus supplement.
S-5
<PAGE> 6
The governing document for purposes of issuing the offered certificates and
forming the trust will be a pooling and servicing agreement to be dated as of
August 1, 2000. The pooling and servicing agreement will also govern the
servicing and administration of the mortgage loans and the other assets that
back the offered certificates. The parties to the pooling and servicing
agreement will include us, a trustee, a master servicer and a special servicer.
We will file a copy of the pooling and servicing agreement with the SEC as an
exhibit to a current report on Form 8-K after the initial issuance of the
offered certificates. The SEC will make that current report on Form 8-K and its
exhibits available to the public for inspection.
KEY CERTIFICATE FEATURES SHOWN IN THE TABLE ABOVE
A. TOTAL PRINCIPAL BALANCE OR
NOTIONAL AMOUNT AT INITIAL
ISSUANCE................... The table above sets forth for each class of
the series 2000-C2 certificates, other than the
class X, Y and R certificates, the approximate
total principal balance of that class at
initial issuance. The actual total principal
balance of any class of series 2000-C2
certificates at initial issuance may be larger
or smaller than the amount shown above,
depending on the actual size of the initial
mortgage pool balance. The actual size of the
initial mortgage pool balance may be as much as
5% larger or smaller than the amount presented
in this prospectus supplement.
As shown in the table above, the class A-1,
A-2, B, C, D, E, F, G, H, J, K, L, M, N and P
certificates are the only series 2000-C2
certificates with principal balances. The
principal balance of any of those certificates
at any time represents the maximum amount that
the holder may receive as principal out of
cashflow received on or with respect to the
underlying mortgage loans.
The class X certificates do not have principal
balances. They are interest-only certificates.
For purposes of calculating the amount of
accrued interest with respect to the class X
certificates, however, they will have a total
notional amount equal to the total principal
balance of the class A-1, A-2, B, C, D, E, F,
G, H, J, K, L, M, N and P certificates
outstanding from time to time. The total
initial notional amount of the class X
certificates will be approximately
$784,678,678, although it may be as much as 5%
larger or smaller.
S-6
<PAGE> 7
The class R certificates do not have principal
balances or notional amounts. They are residual
interest certificates. The holders of the class
R certificates are not expected to receive any
material payments.
The class Y certificates also do not have
principal balances or notional amounts. They
represent the right to receive any collections
of additional interest on nine mortgage loans,
representing 12.89% of the initial mortgage
pool balance, that have anticipated repayment
dates, as described under "--The Underlying
Mortgage Loans and the Mortgaged Real
Properties" below. The additional interest
results from an increase in the applicable
accrual rate if any of those mortgage loans
remains outstanding past its anticipated
repayment date.
B. TOTAL CREDIT SUPPORT AT
INITIAL ISSUANCE........... The respective classes of the series 2000-C2
certificates, other than the class Y and R
certificates, entitle their holders to varying
degrees of seniority for purposes of--
- receiving payments of interest and,
except in the case of the class X
certificates, payments of principal,
and
- bearing the effects of losses on the
underlying mortgage loans, as well as
default-related and other unanticipated
expenses of the trust.
In that regard, the class A-1, A-2 and X
certificates are the most senior, and the class
P certificates are the most subordinate. The
remaining classes of series 2000-C2
certificates, other than the class Y and R
certificates, are listed in the table above
from top to bottom in descending order of
seniority.
The class Y and R certificates do not provide
credit support for, or receive credit support
from, any other class of series 2000-C2
certificates.
The table above shows the approximate total
credit support provided to each class of the
series 2000-C2 certificates, other than the
class X, P, Y and R certificates, through the
subordination of other classes of the series
2000-C2 certificates. In the case of each of
those classes of series 2000-C2 certificates,
the credit support shown in the table above
represents the
S-7
<PAGE> 8
total initial principal balance, expressed as a
percentage of the initial mortgage pool
balance, of all classes of the series 2000-C2
certificates that are subordinate to the
indicated class.
C. PASS-THROUGH RATE.......... Each class of the series 2000-C2 certificates,
other than the class R and Y certificates, will
bear interest. The table above provides the
indicated information regarding the
pass-through rate at which each of those
classes of the series 2000-C2 certificates will
accrue interest. In the case of the class G and
X certificates, the initial pass-through rate
shown in the table above is approximate.
Each class of series 2000-C2 certificates
identified in the table above as having a Fixed
pass-through rate, has a fixed pass-through
rate that will remain constant at the initial
pass-through rate for that class.
Each class of series 2000-C2 certificates
identified in the table above as having a WAC
pass-through rate, has a variable pass-through
rate equal to a weighted average coupon derived
from net interest rates on the pooled mortgage
loans.
Each class of series 2000-C2 certificates
identified in the table above as having a
Fixed/WAC Cap pass-through rate, has a variable
pass-through rate equal to the lesser of--
- the initial pass-through rate for that
class, and
- a weighted average coupon derived from
net interest rates on the pooled
mortgage loans.
The pass-through rate for the class X
certificates will be variable and will equal
the excess, if any, of--
- a weighted average coupon derived from
net interest rates on the pooled
mortgage loans, over
- a weighted average of the pass-through
rates from time to time on the other
interest-bearing classes of the series
2000-C2 certificates.
D. WEIGHTED AVERAGE LIFE AND
PRINCIPAL WINDOW........... The weighted average life of any class of
offered certificates refers to the average
amount of time, expressed in years, that will
elapse from the date of
S-8
<PAGE> 9
their issuance to the respective dates of
repayment of each dollar to be applied in
reduction of the total principal balance of
those certificates is paid to the investor. The
principal window for any class of offered
certificates is the period during which the
holders of that class of offered certificates
will receive payments of principal. The
weighted average life and principal window
shown in the table above for each class of
offered certificates were calculated based on
the following assumptions with respect to each
underlying mortgage loan--
- the related borrower timely makes all
payments on the mortgage loan,
- if the mortgage loan has an anticipated
repayment date, as described under
"--The Underlying Mortgage Loans and
the Mortgaged Real Properties" below,
the mortgage loan will be paid in full
on that date, and
- the mortgage loan will not otherwise be
prepaid prior to stated maturity
The weighted average life and principal window
shown in the table above for each class of
offered certificates were further calculated
based on the other maturity assumptions
described under "Yield and Maturity
Considerations" in, and in the glossary to,
this prospectus supplement.
E. RATINGS.................... The ratings shown in the table above for the
offered certificates are those of Moody's
Investors Service, Inc. and Fitch, Inc.,
respectively. It is a condition to their
issuance that the respective classes of the
offered certificates receive credit ratings no
lower than those shown in the table above.
The ratings of the offered certificates address
the timely payment of interest and the ultimate
payment of principal on or before July 18,
2033, which is the rated final payment date.
The ratings of the offered certificates do not
address, among other things, the rate of
prepayments on the underlying certificates or
the consequent effect on yield. A security
rating is not a recommendation to buy, sell or
hold securities and the assigning rating agency
may revise or withdraw its rating at any time.
S-9
<PAGE> 10
For a description of the limitations of the
ratings of the offered certificates, see
"Ratings" in this prospectus supplement.
RELEVANT PARTIES
WHO WE ARE.................... Our name is Salomon Brothers Mortgage
Securities VII, Inc. We are a Delaware
corporation. Our address is 388 Greenwich
Street, New York, New York 10013 and our
telephone number is (212) 816-6000. We are an
indirect, wholly owned subsidiary of Salomon
Smith Barney Holdings Inc. and an affiliate of
Salomon Smith Barney Inc. and Salomon Brothers
Realty Corp. See "The Depositor" in the
accompanying prospectus.
INITIAL TRUSTEE............... Wells Fargo Bank Minnesota, N.A., a national
banking association, will act as the initial
trustee on behalf of all the series 2000-C2
certificateholders. The trustee will also have,
or be responsible for appointing an agent to
perform, additional duties with respect to tax
administration. While not limiting its
liability, the trustee will be permitted to
perform its duties through agents. See
"Description of the Offered Certificates--The
Trustee" in this prospectus supplement.
INITIAL MASTER SERVICER AND
INITIAL SPECIAL SERVICER... ORIX Real Estate Capital Markets, LLC, a
Delaware limited liability company, will act as
the initial master servicer and initial special
servicer with respect to the pooled mortgage
loans. ORIX Real Estate Capital Markets, LLC is
expected to purchase various non-offered
classes of the series 2000-C2 certificates,
including the class P certificates. See
"Servicing of the Underlying Mortgage
Loans--The Initial Master Servicer and the
Initial Special Servicer" in this prospectus
supplement.
CONTROLLING CLASS OF SERIES
2000-C2
CERTIFICATEHOLDERS......... The holders of certificates representing a
majority interest in a designated controlling
class of the series 2000-C2 certificates will
have the right, subject to the conditions
described under "Servicing of the Underlying
Mortgage Loans--The Series 2000-C2 Controlling
Class Representative" and "--Replacement of the
Special Servicer" in this prospectus
supplement, to--
S-10
<PAGE> 11
- replace the special servicer, and
- select a representative that may direct
and advise the special servicer on
various servicing matters.
Unless there are significant losses on the
underlying mortgage loans, the controlling
class of the series 2000-C2 certificateholders
will be the holders of a non-offered class of
series 2000-C2 certificates.
MORTGAGE LOAN SELLERS......... We will acquire the mortgage loans that are to
back the offered certificates, from:
- Salomon Brothers Realty Corp., which is
a New York corporation and an affiliate
of both us and Salomon Smith Barney
Inc.;
- Paine Webber Real Estate Securities
Inc., which is a Delaware corporation
and an affiliate of PaineWebber
Incorporated;
- Artesia Mortgage Capital Corporation,
which is a Delaware corporation and an
affiliate of Artesia Banking
Corporation; and
- ORIX Real Estate Capital Markets, LLC,
which is a Delaware limited liability
company and which will be the initial
master servicer and initial special
servicer.
See "Description of the Mortgage Pool--The
Mortgage Loan Sellers" in this prospectus
supplement.
UNDERWRITERS.................. Salomon Smith Barney Inc., PaineWebber
Incorporated, Chase Securities Inc. and, solely outside the United States,
Artesia Banking Corporation are the
underwriters with respect to this offering.
Salomon Smith Barney Inc. is the lead manager.
RELEVANT DATES AND PERIODS
CUT-OFF DATE.................. The pooled mortgage loans will be considered
part of the trust as of their respective due
dates in August 2000. All payments and
collections received on each of the underlying
mortgage loans after that date, excluding any
payments or collections that represent amounts
due on or before that date, will belong to the
trust. Accordingly, the respective due dates
for the underlying mortgage loans in August
2000 will collectively be the cut-off date for
the trust.
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ISSUE DATE.................... The date of initial issuance for the offered
certificates will be on or about August 24,
2000.
PAYMENT DATE.................. Payments on the offered certificates are
scheduled to occur monthly, commencing in
September 2000. During any given month, the
payment date will be the 18th calendar day of
that month, or, if the 18th calendar day of
that month is not a business day, then the next
succeeding business day.
RECORD DATE................... The record date for each monthly payment on an
offered certificate will be the last business
day of the prior calendar month. The registered
holders of the offered certificates at the
close of business on each record date, will be
entitled to receive any payments on those
certificates on the following payment date.
COLLECTION PERIOD............. Amounts available for payment on the offered
certificates on any payment date will depend on the payments and other
collections received, and any advances of
payments due, on or with respect to the
underlying mortgage loans during the related
collection period. Each collection period--
- will relate to a particular payment
date,
- will be approximately one month long,
- will begin when the prior collection
period ends or, in the case of the
first collection period, will begin on
the business day following the cut-off
date, and
- will end on the 10(th) day of the month
in which the related payment date
occurs or, if that 10(th) day is not a
business day, then on the immediately
preceding business day.
INTEREST ACCRUAL PERIOD....... The amount of interest payable with respect to
any interest-bearing class of series 2000-C2
certificates on any payment date will be a
function of the interest accrued during the
related interest accrual period. The interest
accrual period for any payment date will be
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<PAGE> 13
the calendar month immediately preceding the
month in which that payment date occurs.
DESCRIPTION OF THE OFFERED CERTIFICATES
REGISTRATION AND
DENOMINATIONS.............. We intend to deliver the offered certificates
in book-entry form in original denominations of
$10,000 initial principal balance and in any
whole dollar denomination in excess of $10,000.
You will hold your offered certificates through
The Depository Trust Company. As a result, you
will not receive a fully registered physical
certificate representing your interest in any
offered certificate, except under the limited
circumstances described under "Description of
the Offered Certificates--Registration and
Denominations" in this prospectus supplement
and "Description of the
Certificates--Book-Entry Registration and
Definitive Certificates" in the accompanying
prospectus. We may elect to terminate the
book-entry system through DTC with respect to
any portion of any class of offered
certificates.
PAYMENTS
A. GENERAL.................... The trustee will remit payments of interest and
principal to the respective classes of series 2000-C2 certificateholders
entitled to those payments, sequentially as
follows:
<TABLE>
<CAPTION>
PAYMENT ORDER CLASS
------------- --------------
<S> <C>
1(st)............................... A-1, A-2 and X
2(nd)............................... B
3(rd)............................... C
4(th)............................... D
5(th)............................... E
6(th)............................... F
7(th)............................... G
8(th)............................... H
9(th)............................... J
10(th)............................... K
11(th)............................... L
12(th)............................... M
13(th)............................... N
14(th)............................... P
</TABLE>
Allocation of interest payments among the class
A-1, A-2 and X certificates is pro rata based
on the
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<PAGE> 14
respective amounts of interest payable on each
of those classes. Allocation of principal
payments between the class A-1 and A-2
certificates is described under
"--Payments--Payments of Principal" below. The
class X certificates do not have principal
balances and do not entitle their holders to
payments of principal.
See "Description of the Offered
Certificates--Payments--Priority of Payments"
in this prospectus supplement.
B. PAYMENTS OF INTEREST....... Each class of series 2000-C2 certificates,
other than the class Y and R certificates, will
bear interest. In each case, that interest will
accrue during each interest accrual period
based upon--
- the pass-through rate applicable for the
particular class for that interest
accrual period,
- the total principal balance or notional
amount, as the case may be, of the
particular class outstanding immediately
prior to the related payment date, and
- the assumption that each year consists
of twelve 30-day months.
A whole or partial prepayment on an underlying
mortgage loan may not be accompanied by the
amount of one full month's interest on the
prepayment. As and to the extent described
under "Description of the Offered
Certificates--Payments--Payments of Interest"
in this prospectus supplement, these shortfalls
may be allocated in a way that reduces the
amount of accrued interest otherwise payable to
the holders of all of the interest-bearing
classes of the series 2000-C2 certificates,
including the offered certificates, on a pro
rata basis in accordance with the respective
amounts of interest accrued on those classes
for the corresponding interest accrual period.
On each payment date, subject to available
funds and the payment priorities described
under "--Payments --General" above, you will be
entitled to receive your proportionate share of
all unpaid distributable interest accrued with
respect to your class of offered certifi
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<PAGE> 15
cates through the end of the related interest
accrual period.
See "Description of the Offered
Certificates--Payments--Payments of Interest"
and "--Payments--Priority of Payments" in this
prospectus supplement.
C. PAYMENTS OF PRINCIPAL...... Subject to available funds and the payment
priorities described under
"--Payments--General" above, the holders of
each class of offered certificates will be
entitled to receive a total amount of principal
over time equal to the total principal balance
of their particular class. The trustee will
remit payments of principal in a specified
sequential order to ensure that--
- no payments of principal will be made to
the holders of any non-offered class of
series 2000-C2 certificates until the
total principal balance of the offered
certificates is reduced to zero,
- no payments of principal will be made to
the holders of the class B, C, D, E, F
and G certificates until, in the case of
each of those classes, the total
principal balance of all of the more
senior classes of offered certificates
is reduced to zero, and
- except as described in the following
paragraph, no payments of principal will
be made to the holders of the class A-2
certificates until the total principal
balance of the class A-1 certificates is
reduced to zero.
Because of losses on the underlying mortgage
loans and/or default-related or other
unanticipated expenses of the trust, the total
principal balance of all of the class B, C, D,
E, F, G, H, J, K, L, M, N and P certificates
could be reduced to zero at a time when the
class A-1 and A-2 certificates remain
outstanding. Under those conditions, the
trustee will remit payments of principal to the
holders of the class A-1 and A-2 certificates
on a pro rata basis in accordance with their
respective principal balances.
The total payments of principal to be made on
the series 2000-C2 certificates on any payment
date will be a function of--
S-15
<PAGE> 16
- the amount of scheduled payments of
principal due or, in some cases, deemed
due on the underlying mortgage loans
during the related collection period,
which payments are either received as of
the end of that collection period or
advanced by the master servicer, and
- the amount of any prepayments and other
unscheduled collections of previously
unadvanced principal with respect to the
underlying mortgage loans that are
received during the related collection
period.
The class X, Y and R certificates do not have
principal balances and do not entitle their
holders to payments of principal.
See "Description of the Offered
Certificates--Payments--Payments of Principal"
and "--Payments--Priority of Payments" in this
prospectus supplement.
D. PAYMENTS OF PREPAYMENT
PREMIUMS AND YIELD
MAINTENANCE CHARGES........ If any prepayment premium or yield maintenance
charge is collected on any of the pooled
mortgage loans, then the trustee will remit
that amount in the proportions described under
"Description of the Offered
Certificates--Payments--Payments of Prepayment
Premiums and Yield Maintenance Charges" in this
prospectus supplement, to--
- the holders of the class X certificates,
and/or
- the holders of the class or classes of
offered certificates, if any, then
entitled to receive payments of
principal.
REDUCTIONS OF CERTIFICATE
PRINCIPAL BALANCES IN
CONNECTION WITH LOSSES ON
THE UNDERLYING MORTGAGE
LOANS AND DEFAULT-RELATED
AND OTHER UNANTICIPATED
EXPENSES................... Because of losses on the underlying mortgage
loans and/or default-related and other
unanticipated expenses of the trust, the total
principal balance of the mortgage pool, net of
advances of principal, may fall below the total
principal balance of the series 2000-C2
certificates. If and to the extent that
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<PAGE> 17
those losses and expenses cause such a deficit
to exist following the payments made on the
series 2000-C2 certificates on any payment
date, the total principal balances of the
following classes of series 2000-C2
certificates will be sequentially reduced in
the following order, until that deficit is
eliminated:
<TABLE>
<CAPTION>
REDUCTION ORDER CLASS
--------------- -----------
<S> <C>
1(st)................... P
2(nd)................... N
3(rd)................... M
4(th)................... L
5(th)................... K
6(th)................... J
7(th)................... H
8(th)................... G
9(th)................... F
10(th)................... E
11(th)................... D
12(th)................... C
13(th)................... B
14(th)................... A-1 and A-2
</TABLE>
Any reduction to the total principal balances
of the class A-1 and class A-2 certificates
will be made on a pro rata basis in accordance
with the relative sizes of the principal
balances of those certificates.
ADVANCES OF DELINQUENT MONTHLY
DEBT SERVICE PAYMENTS...... Except as described in the next two paragraphs,
the master servicer will be required to make
advances with respect to any delinquent monthly
payments, other than balloon payments, of
principal and/or interest due on the pooled
mortgage loans. In addition, the trustee must
make any of those advances that the master
servicer fails to make. As described under
"Description of the Offered
Certificates--Advances of Delinquent Monthly
Debt Service Payments" in this prospectus
supplement, any party that makes an advance
will be entitled to be reimbursed for the
advance, together with interest at the prime
rate described in that section of this
prospectus supplement.
Notwithstanding the foregoing, neither the
master servicer nor the trustee, however, will
be required to make any advance that it
determines, in its good faith
S-17
<PAGE> 18
and reasonable judgment, will not be
recoverable from proceeds of the related
mortgage loan.
In addition, if any of the adverse events or
circumstances that we refer to under "Servicing
of the Underlying Mortgage Loans--Required
Appraisals" in this prospectus supplement,
occur or exist with respect to any pooled
mortgage loan or the mortgaged real property
for that loan, the special servicer will be
obligated to obtain a new appraisal or, in
cases involving relatively small principal
balances, conduct a valuation of that property.
If, based on that appraisal or other valuation,
it is generally determined that--
- the principal balance of, and other
delinquent amounts due under, the
mortgage loan, exceed
- an amount approximately equal to the sum
of--
1. the excess, if any, of 90% of the
new estimated value of that real
property, over the amount of any
obligations secured by liens on the
property that are prior to the lien
of the mortgage loan, and
2. various escrow payments, other
reserves and letters of credit held
by the master servicer or the
special servicer with respect to
the mortgage loan,
then the amount otherwise required to be
advanced with respect to interest on that
mortgage loan will be reduced. The reduction
will be in the same proportion that the excess
bears to the principal balance of the mortgage
loan, net of related advances of principal. Due
to the payment priorities, any reduction in
advances will reduce the funds available to pay
interest on the most subordinate
interest-bearing classes of series 2000-C2
certificates then outstanding.
See "Description of the Offered
Certificates--Advances of Delinquent Monthly
Debt Service Payments" and "Servicing of the
Underlying Mortgage Loans--Required Appraisals"
in this prospectus supplement. See also
"Description of the Certificates--Advances in
Respect of Delinquencies" in the accompanying
prospectus.
S-18
<PAGE> 19
REPORTS TO
CERTIFICATEHOLDERS............ On each payment date, various statements and
reports prepared by the trustee, the master
servicer and/or the special servicer regarding
the offered certificates and the pooled
mortgage loans will be available to you and
will contain the information described under
"Description of the Offered
Certificates--Reports to Certificateholders;
Available Information" in this prospectus
supplement.
Upon reasonable prior notice, you may also
review at the trustee's or a custodian's
offices during normal business hours a variety
of information and documents that pertain to
the pooled mortgage loans and the mortgaged
real properties for those loans. We expect that
the available information and documents will
include loan documents, borrower operating
statements, rent rolls and property inspection
reports, to the extent received by the trustee.
See "Description of the Offered
Certificates--Reports to Certificateholders;
Available Information" in this prospectus
supplement.
OPTIONAL TERMINATION.......... Specified parties to the transaction may
terminate the trust when the total principal
balance of the related mortgage pool, net of
advances of principal, is less than
approximately 1.0% of the initial mortgage pool
balance. See "Description of the Offered
Certificates--Termination" in this prospectus
supplement.
THE UNDERLYING MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES
GENERAL....................... In this section, "--The Underlying Mortgage
Loans and the Mortgaged Real Properties", we
provide summary information with respect to the
mortgage loans that we intend to include in the
trust. For more detailed information on those
mortgage loans than is provided in this
"Summary of Prospectus Supplement" section, see
the following sections in this prospectus
supplement:
- "Description of the Mortgage Pool";
- "Risk Factors--Risks Related to the
Underlying Mortgage Loans";
- Annex A-1--Characteristics of the
Underlying Mortgage Loans and the
Mortgaged Real Properties; and
S-19
<PAGE> 20
- Annex A-2--Information Regarding the
Underlying CTL Loans.
When reviewing the information that we have
included in this prospectus supplement with
respect to the mortgage loans that are to back
the offered certificates, please note that--
- All numerical information provided with
respect to the mortgage loans is
provided on an approximate basis.
- All weighted average information
provided with respect to the mortgage
loans reflects a weighting based on
their respective cut-off date principal
balances. We will transfer the cut-off
date principal balance for each of the
mortgage loans to the trust. We show
the cut-off date principal balance for
each of the mortgage loans on Annex A-1
to this prospectus supplement.
- When information on the mortgaged real
properties is expressed as a percentage
of the initial mortgage pool balance,
the percentages are based upon the
cut-off date principal balances of the
related mortgage loans.
- If any of the mortgage loans is secured
by multiple mortgaged real properties,
a portion of that mortgage loan has
been allocated to each of those
properties for purposes of providing
various statistical information in this
prospectus supplement.
- Whenever mortgage loan level
information, such as loan-to-value
ratios or debt service coverage ratios,
is presented in the context of the
mortgaged real properties, the loan
level statistic attributed to a
mortgaged real property is the same as
the statistic for the related mortgage
loan.
- Whenever we refer to a particular
mortgaged real property by name, we
mean the property identified by that
name on Annex A-1 to this prospectus
supplement.
S-20
<PAGE> 21
- Statistical information regarding the
mortgage loans may change prior to the
date of initial issuance of the offered
certificates due to changes in the
composition of the mortgage pool prior
to that date.
SOURCE OF THE UNDERLYING
MORTGAGE LOANS............. We are not the originator of the mortgage loans
that we intend to include in the trust. We will
acquire those mortgage loans from four separate
parties. Each of those mortgage loans was
originated by--
- the related mortgage loan seller from
whom we acquired the mortgage loan,
- an affiliate of the related mortgage
loan seller, or
- a correspondent in the related mortgage
loan seller's conduit lending program.
PAYMENT AND OTHER TERMS....... Each of the mortgage loans that we intend to
include in the trust is the obligation of a
borrower to repay a specified sum with
interest.
Repayment of each of the mortgage loans is
secured by a mortgage lien on the ownership
and/or leasehold interest of the related
borrower or another party in one or more
commercial or multifamily real properties.
Except for limited permitted encumbrances,
which we describe in the glossary to this
prospectus supplement, that mortgage lien will
be a first priority lien.
All of the mortgage loans are or should be
considered nonrecourse. None of the mortgage
loans is insured or guaranteed by any
governmental agency or instrumentality or by
any private mortgage insurer.
Each mortgage loan currently accrues interest
at the annual rate specified with respect to
that loan on Annex A-1 to this prospectus
supplement. Except as otherwise described below
with respect to mortgage loans that have
anticipated repayment dates, the mortgage
interest rate for each mortgage loan is, in the
absence of default, fixed for the entire term
of the loan.
Subject, in some cases, to a next business day
convention, 192 of the mortgage loans,
representing
S-21
<PAGE> 22
99.60% of the initial mortgage pool balance,
provide for scheduled payments of principal
and/or interest to be due on the first day of
each month; and one of the mortgage loans,
representing 0.40% of the initial mortgage pool
balance, provides for scheduled payments of
principal and/or interest to be due on the
fifth day of each month.
One hundred sixty-three of the mortgage loans,
representing 83.25% of the initial mortgage
pool balance, provide for:
- an amortization schedule that is
significantly longer than its remaining
term to stated maturity; and
- a substantial payment of principal on
its maturity date.
Nine of the mortgage loans, representing 12.89%
of the initial mortgage pool balance, provide
material incentives to the related borrower to
pay the mortgage loan in full by a specified
date prior to stated maturity. We consider that
date to be the anticipated repayment date for
the mortgage loan. There can be no assurance,
however, that these incentives will result in
any of these mortgage loans being paid in full
on or before its anticipated repayment date.
The incentives, which in each case will become
effective as of the related anticipated
repayment date, include:
- The calculation of interest in excess
of the initial mortgage interest rate.
The additional interest will be
deferred, may be compounded and will be
payable only after the outstanding
principal balance of the mortgage loan
is paid in full.
- The application of excess cash flow
from the mortgaged real property to pay
the principal amount of the mortgage
loan. The payment of principal will be
in addition to the principal portion of
the normal monthly debt service
payment.
The remaining 21 mortgage loans, representing
3.86% of the initial mortgage pool balance,
have payment schedules that provide for the
payment of these mortgage loans in full or
substantially in full by their
S-22
<PAGE> 23
respective maturity dates. These 21 mortgage
loans do not provide for any of the repayment
incentives associated with the mortgage loans
that have anticipated repayment dates.
DELINQUENCY STATUS............ None of the mortgage loans that we intend to
include in the trust was as of the cut-off
date, or has been at any time during the
12-month period preceding that date, more than
30 days delinquent with respect to any monthly
debt service payment.
PREPAYMENT RESTRICTIONS....... As described more fully in Annex A-1 to this
prospectus supplement, as of the cut-off date, each of the mortgage loans that
we intend to include in the trust has one of
the following types of restrictions on
voluntary prepayments:
- a prepayment lockout period or a
prepayment lockout/defeasance period
when voluntary prepayments are
prohibited, followed by an open
prepayment period when voluntary
prepayments are permitted without
payment of any prepayment
consideration; or
- a prepayment lockout period, followed
by a prepayment consideration period
when a voluntary prepayment must be
accompanied by prepayment
consideration, followed by an open
prepayment period.
The table below shows the number of underlying
mortgage loans and percentage of the initial
mortgage pool balance that reflect each type of
prepayment restriction characteristic as of the
cut-off date:
<TABLE>
<CAPTION>
% OF
PREPAYMENT NUMBER OF INITIAL MORTGAGE
RESTRICTION MORTGAGE LOANS POOL BALANCE
----------- -------------- ----------------
<S> <C> <C>
Prepayment lockout
period or
prepayment
lockout/defeasance
period; open
prepayment period.. 133 87.98%
Prepayment lockout;
prepayment
consideration
period; open
prepayment period.. 60 12.02%
</TABLE>
S-23
<PAGE> 24
DEFEASANCE.................... One hundred thirty-three of the mortgage loans
to be included in the trust, representing
87.98% of the initial mortgage pool balance,
permit the related borrower to fully or
partially defease the mortgage loan and obtain
a full or partial release of the mortgaged real
property from the related mortgage lien by
delivering U.S. Treasury obligations as
substitute collateral. Except with respect to
two of the mortgage loans, representing 0.99%
of the initial mortgage pool balance, the
defeasance may not occur prior to the second
anniversary of the date of initial issuance of
the series 2000-C2 certificates.
ADDITIONAL STATISTICAL INFORMATION
A. GENERAL CHARACTERISTICS.... The mortgage pool will have the following
general characteristics as of the cut-off date:
<TABLE>
<S> <C>
Initial mortgage pool balance.... $784,678,678
Number of mortgage loans......... 193
Number of mortgaged real
properties..................... 210
Maximum cut-off date principal
balance........................ $ 31,483,555
Minimum cut-off date principal
balance........................ $ 782,840
Average cut-off date principal
balance........................ $ 4,065,693
Maximum mortgage interest rate... 9.400%
Minimum mortgage interest rate... 6.750%
Weighted average mortgage
interest rate.................. 8.298%
Maximum original loan term to
maturity or anticipated
repayment date................. 240 months
Minimum original loan term to
maturity or anticipated
repayment date................. 60 months
Weighted average original loan
term to maturity or anticipated
repayment date................. 124 months
Maximum remaining loan term to
maturity or anticipated
repayment date................. 234 months
Minimum remaining loan term to
maturity or anticipated
repayment date................. 55 months
</TABLE>
S-24
<PAGE> 25
<TABLE>
<S> <C>
Weighted average remaining loan
term to maturity or anticipated
repayment date................. 116 months
Maximum underwritten net cash
flow debt service coverage
ratio.......................... 3.26x
Minimum underwritten net cash
flow debt service coverage
ratio.......................... 1.15x
Weighted average underwritten net
cash flow debt service coverage
ratio.......................... 1.32x
Maximum cut-off date loan-to-
appraised value ratio.......... 85.28%
Minimum cut-off date loan-to-
appraised value ratio.......... 22.13%
Weighted average cut-off date
loan-to-appraised value
ratio.......................... 70.86%
</TABLE>
---------------------------------------------------
The minimum underwritten net cash flow debt
service coverage ratio is presented above
without regard to mortgage loans secured by
mortgaged real properties subject to credit
tenant leases. Those mortgage loans have
lower underwritten net cash flow debt
service coverage ratios than the minimum one
presented in the table above.
B. STATE CONCENTRATION........ The table below shows the number of, and
percentage of the initial mortgage pool balance
secured by, mortgaged real properties located
in the indicated states:
<TABLE>
<CAPTION>
% OF
NUMBER OF INITIAL MORTGAGE
STATE PROPERTIES POOL BALANCE
----- ---------- ----------------
<S> <C> <C>
California........... 39 16.08%
New York............. 22 10.37%
Ohio................. 8 6.82%
Florida.............. 15 6.79%
Washington........... 9 5.41%
Massachusetts........ 14 5.22%
</TABLE>
The remaining mortgaged real properties are
located throughout 32 other states, Puerto Rico
and the U.S. Virgin Islands. No more than 5.00%
of the initial mortgage pool balance is secured
by mortgaged real properties located in any of
these other jurisdictions.
C. PROPERTY TYPES............. The table below shows the number of, and
percentage of the initial mortgage pool balance
secured by,
S-25
<PAGE> 26
mortgaged real properties operated for each
indicated purpose:
<TABLE>
<CAPTION>
% OF
NUMBER OF INITIAL MORTGAGE
PROPERTY TYPE PROPERTIES POOL BALANCE
------------- ---------- ----------------
<S> <C> <C>
Office............... 46 34.31%
Anchored Retail...... 11 14.38%
Multifamily.......... 40 12.22%
Unanchored Retail.... 39 10.95%
Industrial........... 28 9.88%
Industrial/Office.... 19 8.90%
Mixed Use............ 9 3.27%
Mobile Home Park..... 5 2.37%
Limited Service
Hotel............. 5 1.65%
Credit Tenant
Lease............. 3 0.99%
Self Storage......... 4 0.85%
Assisted Living...... 1 0.24%
</TABLE>
D. ENCUMBERED INTERESTS....... The table below shows the number of, and
percentage of the initial mortgage pool balance
secured by, mortgaged real properties for which
the encumbered interest is as indicated:
<TABLE>
<CAPTION>
ENCUMBERED INTEREST IN % OF
THE NUMBER OF INITIAL MORTGAGE
MORTGAGED REAL PROPERTY PROPERTIES POOL BALANCE
----------------------- ---------- ----------------
<S> <C> <C> <C>
Ownership............ 205 98.01%
Leasehold............ 5 1.99%
</TABLE>
LEGAL AND INVESTMENT CONSIDERATIONS
FEDERAL INCOME TAX
CONSEQUENCES............... The trustee or its agent will make elections to
treat designated portions of the assets of the
trust as three separate real estate mortgage
investment conduits under Sections 860A through
860G of the Internal Revenue Code of 1986.
Those REMICs are as follows:
- REMIC I, the lowest tier REMIC, will
hold, among other things, the pooled
mortgage loans or, in each of two
cases, regular interests in a single
loan REMIC that holds one of the
S-26
<PAGE> 27
pooled mortgage loans. REMIC I will also
hold various other related assets. It
will not hold, however, the collections
of additional interest accrued, and
deferred as to payment, with respect to
the pooled mortgage loans with
anticipated repayment dates.
- REMIC II will hold the regular
interests in REMIC I.
- REMIC III will hold the regular
interests in REMIC II.
The offered certificates will be treated as
regular interests in REMIC III. This means that
they will be treated as newly issued debt
instruments for federal income tax purposes.
You will have to report income on your offered
certificates in accordance with the accrual
method of accounting even if you are otherwise
a cash method taxpayer.
The class G certificates will be issued with a
de minimis amount of original issue discount.
The other offered certificates will not be
issued with any original issue discount. When
determining the rate of accrual of market
discount and premium, if any, for federal
income tax purposes, the prepayment assumption
used will be that, subsequent to the date of
any determination:
- the mortgage loans with anticipated
repayment dates will be paid in full on
their respective anticipated repayment
dates;
- no mortgage loan in the trust will
otherwise be prepaid prior to maturity;
- there will be no extension of maturity
for any mortgage loan in the trust; and
- no mortgage loan is purchased out of or
otherwise removed from the trust for
any reason.
If you own an offered certificate issued with
original issue discount, you may have to report
original issue discount income and be subject
to a tax on this
S-27
<PAGE> 28
income before you receive a corresponding cash
payment.
For a more detailed discussion of the federal
income tax aspects of investing in the offered
certificates, see "Federal Income Tax
Consequences" in each of this prospectus
supplement and the accompanying prospectus.
ERISA......................... We anticipate that, subject to satisfaction of
the conditions referred to under "ERISA
Considerations" in this prospectus supplement,
retirement plans and other employee benefit
plans and arrangements subject to--
- Title I of the Employee Retirement
Income Security Act of 1974, as
amended, or
- Section 4975 of the Internal Revenue
Code of 1986,
will be able to invest in the class A-1 and A-2
certificates, without giving rise to a
prohibited transaction. This is based upon an
individual prohibited transaction exemption
granted to a predecessor in interest to Salomon
Smith Barney Inc. by the U.S. Department of
Labor. However, investments in the other
offered certificates by, on behalf of or with
assets of these entities, will be restricted as
described under "ERISA Considerations" in this
prospectus supplement.
If you are a fiduciary of any retirement plan
or other employee benefit plan or arrangement
subject to Title I of ERISA or Section 4975 of
the Internal Revenue Code of 1986, you should
review carefully with your legal advisors
whether the purchase or holding of the offered
certificates could give rise to a transaction
that is prohibited under ERISA or Section 4975
of the Internal Revenue Code of 1986. See
"ERISA Considerations" in this prospectus
supplement and in the accompanying prospectus.
LEGAL INVESTMENT.............. The offered certificates will not be mortgage
related securities within the meaning of the
Secondary Mortgage Market Enhancement Act of
1984.
You should consult your own legal advisors to
determine whether and to what extent the
offered
S-28
<PAGE> 29
certificates will be legal investments for you.
See "Legal Investment" in this prospectus
supplement and in the accompanying prospectus.
INVESTMENT CONSIDERATIONS..... The after-tax yield to maturity of any offered
certificate will depend upon, among other
things--
- the price paid for the offered
certificate,
- the rate, timing and amount of payments
on the offered certificate, and
- the tax consequences of holding the
offered certificate, including any
recognition of income attributable to
that certificate without a
corresponding payment.
The rate and timing of payments and other
collections of principal on or with respect to
the underlying mortgage loans will affect the
yield to maturity on each offered certificate.
In the case of any offered certificates
purchased at a discount, a slower than
anticipated rate of payments and other
collections of principal on the underlying
mortgage loans could result in a lower than
anticipated yield. In the case of any offered
certificates purchased at a premium, a faster
than anticipated rate of payments and other
collections of principal on the underlying
mortgage loans could result in a lower than
anticipated yield.
The yield on the offered certificates with
variable or capped pass-through rates could
also be adversely affected if the underlying
mortgage loans with higher mortgage interest
rates pay principal faster than the mortgage
loans with lower mortgage interest rates. This
is because those classes bear interest at
pass-through rates equal to, based upon or
limited by, as applicable, a weighted average
of net interest rates derived from the mortgage
loans in the trust.
See "Yield and Maturity Considerations" in this
prospectus supplement and "Yield
Considerations" in the accompanying prospectus.
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<PAGE> 30
RISK FACTORS
The offered certificates are not suitable investments for all investors. In
particular, you should not purchase any class of offered certificates unless you
understand and are able to bear the risks associated with that class.
The offered certificates are complex securities and it is important that
you possess, either alone or together with an investment advisor, the expertise
necessary to evaluate the information contained in this prospectus supplement
and the accompanying prospectus in the context of your financial situation.
You should consider the following factors, as well as those set forth under
"Risk Factors" in the accompanying prospectus, in deciding whether to purchase
any offered certificates. The "Risk Factors" section in the accompanying
prospectus includes a number of general risks associated with making an
investment in the offered certificates.
RISKS RELATED TO THE OFFERED CERTIFICATES
The Class B, C, D, E, F and G Certificates are Subordinate to, and are
Therefore Riskier Than, the Class A-1 and A-2 Certificates. If you purchase
class B, C, D, E, F or G certificates, then your offered certificates will
provide credit support to other classes of offered certificates and, in the case
of interest shortfalls, to the class X certificates. As a result, you will
receive payments after, and must bear the effects of losses on the underlying
mortgage loans before, the holders of those other classes of offered
certificates.
When making an investment decision, you should consider, among other
things--
- the payment priorities of the respective classes of the series 2000-C2
certificates,
- the order in which the principal balances of the respective classes of
the series 2000-C2 certificates with balances will be reduced in
connection with losses and default-related shortfalls, and
- the characteristics and quality of the mortgage loans in the trust.
See "Description of the Mortgage Pool" and "Description of the Offered
Certificates--Payments" in this prospectus supplement. See also "Risk
Factors--The Certificates Will Be Limited Obligations of the Related Trust Fund
Only and Not of Any Other Party", "--The Payment Performance of the Certificates
Will Be Directly Related to the Payment Performance of the Mortgage Assets in
the Related Trust Funds" and "--Credit Support Will Be Limited and the Failure
of Credit Support to Cover Losses on the Mortgage Assets May Result in Losses
Allocated to the Certificates" in the accompanying prospectus.
The Offered Certificates Have Uncertain Yields to Maturity. The after-tax
yield on your offered certificates will depend on--
- the price you paid for your offered certificates,
- the rate, timing and amount of payments, if any, on your offered
certificates, and
- the tax consequences of your offered certificates, including any
recognition of income attributable to your offered certificates without a
corresponding payment.
S-30
<PAGE> 31
The rate, timing and amount of payments on your offered certificates will,
in turn, depend on:
- the pass-through rate for, and the other payment terms of, your offered
certificates;
- the rate and timing of payments, including prepayments, and other
collections of principal on the underlying mortgage loans;
- the rate and timing of defaults, and the severity of losses, if any, on
the underlying mortgage loans;
- the rate, timing and severity of any unanticipated or default-related
trust expenses that reduce amounts available for payment on the series
2000-C2 certificates;
- the rate, timing, severity and allocation of any other shortfalls that
reduce amounts available for payment on your offered certificates;
- the collection of prepayment premiums, fees and charges on the underlying
mortgage loans and the extent to which those amounts are paid to you; and
- servicing decisions with respect to the underlying mortgage loans.
These factors cannot be predicted with any certainty. Accordingly, you may
find it difficult to analyze the effect that these factors might have on the
yield to maturity of your offered certificates.
See "Description of the Mortgage Pool", "Servicing of the Underlying
Mortgage Loans", "Description of the Offered Certificates--Payments" and "Yield
and Maturity Considerations" in this prospectus supplement. See also "Risk
Factors--The Yield to Maturity and Average Life of the Certificates Will Depend
on a Variety of Factors Including Prepayments", and "--The Payment Performance
of the Certificates Will be Directly Related to the Payment Performance of the
Mortgage Assets in the Related Trust Funds" and "Yield Considerations" in the
accompanying prospectus.
The Investment Performance of Your Offered Certificates May Vary Materially
and Adversely From Your Expectations Because the Rate of Prepayments and Other
Unscheduled Collections of Principal on the Underlying Mortgage Loans is Faster
or Slower Than You Anticipated. If you purchase your offered certificates at a
premium, and if payments and other collections of principal on the mortgage
loans in the trust occur at a rate faster than you anticipated at the time of
your purchase, then your actual yield to maturity may be lower than you had
assumed at the time of your purchase. Conversely, if you purchase your offered
certificates at a discount, and if payments and other collections of principal
on the mortgage loans in the trust occur at a rate slower than you anticipated
at the time of your purchase, then your actual yield to maturity may be lower
than you had assumed at the time of your purchase. You should consider that
prepayment premiums may not be collected in all circumstances. Furthermore, even
if a prepayment premium is collected and payable on your offered certificates,
it may not be sufficient to offset fully any loss in yield on your offered
certificates.
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If you purchase any offered certificates at a premium, your yield to
maturity would also be adversely affected by--
- the repurchase of any mortgage loan out of the trust by the related
mortgage loan seller in connection with a material breach of
representation and warranty or a material document deficiency, as
described under "Description of the Mortgage Pool--Cures and Repurchases"
in this prospectus supplement, and
- the termination of the trust, as described under "Description of the
Offered Certificates--Termination" in this prospectus supplement.
In addition, the mortgage loans secured by the mortgaged real properties
identified on Annex A-1 to this prospectus supplement as Hampton Inn-Columbus
and Comfort Suites Hotel, are each the primary asset of a single loan REMIC.
Salomon Brothers Realty Corp., the mortgage loan seller of these two mortgage
loans, has agreed that if the borrower with respect to any of these mortgage
loans gives notice of its election to defease its related mortgage loan on or
before the second anniversary of the initial issuance of the offered
certificates, Salomon Brothers Realty Corp. will repurchase that mortgage loan
at par plus accrued interest.
The yield on the offered certificates with variable or capped pass-through
rates could also be adversely affected if the underlying mortgage loans with
higher mortgage interest rates pay principal faster than the mortgage loans with
lower mortgage interest rates. This is because those classes bear interest at
pass-through rates equal to, based upon or limited by, as applicable, a weighted
average of net interest rates derived from the mortgage loans in the trust.
Potential Conflicts of Interest. The master servicer, the special servicer
or any of their respective affiliates may--
- acquire series 2000-C2 certificates, and
- engage in other financial transactions, including as a lender, with the
underlying borrowers and their respective affiliates.
In particular, it is expected that the initial master servicer and special
servicer will acquire some of the non-offered classes of the series 2000-C2
certificates, including the class P certificates.
In addition, the holders of certificates representing a majority interest
in the controlling class of the series 2000-C2 certificates may replace the
special servicer. See "Servicing of the Underlying Mortgage Loans--Replacement
of the Special Servicer" in this prospectus supplement.
The master servicer and the special servicer each will be obligated to
observe the terms of the pooling and servicing agreement and will be governed by
the servicing standard described in the glossary to this prospectus supplement.
However, either of those parties may, especially if it or an affiliate holds
series 2000-C2 non-offered certificates, or has financial interests in or other
financial dealings with a borrower under any of the underlying mortgage loans,
have interests when dealing with the pooled
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mortgage loans that are in conflict with those of holders of the offered
certificates. For instance, a special servicer that holds non-offered series
2000-C2 certificates could seek to mitigate the potential for loss to its class
from a troubled mortgage loan by deferring enforcement in the hope of maximizing
future proceeds. However, that action could result in less proceeds to the trust
than would have been realized if earlier action had been taken. Neither the
master servicer nor the special servicer is required to act in a manner more
favorable to the holders of the offered certificates or any particular class of
offered certificates than to the holders of the non-offered series 2000-C2
certificates.
In addition, the master servicer and the special servicer each services and
will, in the future, service, in the ordinary course of its business, existing
and new loans for third parties, including portfolios of loans similar to the
mortgage loans that will be included in the trust. The real properties securing
these other loans may be in the same markets as, and compete with, some of the
mortgaged real properties securing the mortgage loans that will be included in
the trust. Consequently, personnel of the master servicer and special servicer
may perform services, on behalf of the trust, with respect to the underlying
mortgage loans at the same time as they are performing services, on behalf of
other persons, with respect to other loans secured by competing real properties.
This may pose inherent conflicts for the master servicer or special servicer.
Some of the mortgage loans included in the trust may be refinancings of
debt previously held by an affiliate of one of the mortgage loan sellers or
their respective originators. In the case of one mortgage loan, representing
1.94% of the initial mortgage pool balance, Paine Webber Real Estate Securities
Inc. holds an indirect preferred equity interest in the related borrower.
Salomon Smith Barney Inc., one of the underwriters, is affiliated with us
and with Salomon Brothers Realty Corp., one of the mortgage loan sellers.
PaineWebber Incorporated, another one of the underwriters, is affiliated with
Paine Webber Real Estate Securities Inc., another one of the mortgage loan
sellers. Artesia Banking Corporation, also an underwriter, is affiliated with
Artesia Mortgage Capital Corporation, another one of the mortgage loan sellers.
ORIX Real Estate Capital Markets, LLC, the fourth mortgage loan seller, will be
the initial master servicer and special servicer.
The related property managers and borrowers may experience conflicts of
interest in the management and/or ownership of the mortgaged real properties
securing the pooled mortgage loans because:
- a substantial number of the mortgaged real properties are managed by
property managers affiliated with the respective borrowers;
- these property managers also may manage and/or franchise additional
properties, including properties that may compete with the mortgaged real
properties; and
- affiliates of the property managers and/or the borrowers, or the property
managers and/or the borrowers themselves, also may own other properties,
including competing properties.
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There Exist Rights to Payment That are Senior to Payments on Your Offered
Certificates. The master servicer, the special servicer and the trustee are
each entitled to receive, out of payments on or proceeds of specific mortgage
loans or, in some cases, out of general collections on the mortgage pool,
various payments or reimbursements for or in respect of compensation, advances,
interest on advances and indemnities, prior to payments on the offered
certificates. In particular, advances are intended to provide liquidity, not
credit support, and the advancing party is entitled to receive interest on its
advances. A large amount of reimbursements of any advances in a particular month
could result in insufficient cash to pay all amounts payable on the offered
certificates on the next payment date.
ERISA Considerations. The regulations that govern pension and other
employee benefit plans subject to ERISA and plans and other retirement
arrangements subject to Section 4975(c) of the Internal Revenue Code of 1986,
are complex. Accordingly, if you are using the assets of such a plan or
arrangement to acquire offered certificates, you are urged to consult legal
counsel regarding consequences under ERISA and the Internal Revenue Code of 1986
of the acquisition, ownership and disposition of offered certificates. In
particular, the purchase or holding of class B, C, D, E, F and G certificates by
any such plan or arrangement may result in a prohibited transaction or the
imposition of excise taxes or civil penalties. As a result, those offered
certificates should not be acquired by, on behalf of, or with assets of any such
plan or arrangement, unless the purchase and continued holding of the
certificates or an interest in the certificates is exempt from the prohibited
transaction provisions of Section 406 of ERISA and Section 4975 of the Internal
Revenue Code of 1986 under Sections I and III of Prohibited Transaction Class
Exemption 95-60. Sections I and III of Prohibited Transaction Class Exemption
95-60 provide an exemption from the prohibited transaction rules for
transactions involving an insurance company general account. See "ERISA
Considerations" in this prospectus supplement and in the accompanying
prospectus.
Collections on the Mortgage Loans and Payments on the Offered Certificates
Depend on Information Technology. The collection of payments on the pooled
mortgage loans, the servicing of those mortgage loans and the payments on your
offered certificates are dependent upon computer systems of the master servicer,
the special servicer, the trustee, the underlying borrowers, The Depository
Trust Company and other third parties. If the computer systems of one or more of
these persons experience malfunctions, especially chronic or catastrophic
failures, in their software or hardware, one or more of the following may
result--
- the master servicer's or special servicer's performance of its servicing
functions may be interrupted, or
- borrower payments, or the receipt of those payments by the master
servicer or special servicer, may be delayed, or
- the master servicer or special servicer may be unable to provide complete
servicing reports on a timely basis, or
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- payments on the offered certificates may be delayed, or
- the trustee's monthly reports may be incomplete or delivery of the report
may be delayed.
Neither we nor any of the underwriters or mortgage loan sellers will be
responsible for the failure of DTC or any DTC participants to transmit payments
or reports to the beneficial owners of the offered certificates.
Secondary Market Limitations. There is currently only a limited secondary
market for certificates such as the offered certificates. Each underwriter has
advised us that it presently intends to make a market in the offered
certificates, but it has no obligation to do so. Artesia Banking Corporation can
only make a market in the offered certificates outside the United States. Any
market making may be discontinued at any time. There can be no assurance that an
active public market for the offered certificates will develop. See "Method of
Distribution" in the prospectus supplement.
RISKS RELATED TO THE UNDERLYING MORTGAGE LOANS
Repayment of the Underlying Mortgage Loans Depends on the Operation of the
Mortgaged Real Properties. The underlying mortgage loans are secured by
mortgage liens on ownership and/or leasehold interests in the following types of
real property--
- office,
- anchored retail,
- industrial,
- multifamily,
- unanchored retail,
- industrial/office,
- mobile home park,
- limited service hotel,
- properties subject to credit tenant leases,
- self-storage,
- mixed use, and
- assisted living.
The risks associated with lending on these types of real properties are
inherently different from those associated with lending on the security of
single-family residential properties. This is because, among other reasons,
repayment of each of the underlying mortgage loans is dependent on--
- the successful operation and value of the related mortgaged real
property, and
- the related borrower's ability to refinance the related mortgaged real
property.
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Many Risk Factors are Common to Most or all Multifamily and Commercial
Properties. The following factors, among others, will affect the ability of a
multifamily or commercial property to generate net operating income and,
accordingly, its value:
- the age, design and construction quality of the property;
- perceptions regarding the safety, convenience and attractiveness of the
property;
- the characteristics of the neighborhood where the property is located;
- the proximity and attractiveness of competing properties;
- the existence and construction of competing properties;
- the adequacy of the property's management and maintenance;
- national, regional or local economic conditions, including plant
closings, industry slowdowns and unemployment rates;
- local real estate conditions, including an increase in or oversupply of
comparable commercial or residential space;
- demographic factors;
- consumer tastes and preferences;
- retroactive changes in building codes; and
- changes in governmental rules, regulations and fiscal policies, including
environmental legislation.
Particular factors that may adversely affect the ability of a multifamily
or commercial property to generate net operating income include:
- an increase in interest rates, real estate taxes and other operating
expenses;
- an increase in the capital expenditures needed to maintain the property
or make improvements;
- a decline in the financial condition of a major tenant and, in
particular, the sole tenant or an anchor tenant;
- an increase in vacancy rates;
- a decline in rental rates as leases are renewed or replaced; and
- natural disasters and civil disturbances such as earthquakes, hurricanes,
floods, eruptions or riots.
The volatility of net operating income generated by a multifamily or
commercial property over time will be influenced by many of the foregoing
factors, as well as by:
- the length of tenant leases;
- the creditworthiness of tenants;
- the rental rates at which leases are renewed or replaced;
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- the percentage of total property expenses in relation to revenue;
- the ratio of fixed operating expenses to those that vary with revenues;
and
- the level of capital expenditures required to maintain the property and
to maintain or replace tenants.
Therefore, commercial and multifamily properties with short-term or less
creditworthy sources of revenue and/or relatively high operating costs, such as
those operated as hospitality and self-storage properties, can be expected to
have more volatile cash flows than commercial and multifamily properties with
medium to long-term leases from creditworthy tenants and/or relatively low
operating costs. A decline in the real estate market will tend to have a more
immediate effect on the net operating income of commercial and multifamily
properties with short-term revenue sources and may lead to higher rates of
delinquency or defaults on the mortgage loans secured by those properties.
The Successful Operation of a Multifamily or Commercial Property Depends on
Tenants. Generally, multifamily and commercial properties are subject to
leases. The owner of a multifamily or commercial property typically uses lease
or rental payments for the following purposes:
- to pay for maintenance and other operating expenses associated with the
property;
- to fund repairs, replacements and capital improvements at the property;
and
- to service mortgage loans secured by, and any other debt obligations
associated with operating, the property.
Factors that may adversely affect the ability of a multifamily or
commercial property to generate net operating income from lease and rental
payments include:
- an increase in vacancy rates, which may result from tenants deciding not
to renew an existing lease or discontinuing operations;
- an increase in tenant payment defaults;
- a decline in rental rates as leases are entered into, renewed or extended
at lower rates;
- an increase in the capital expenditures needed to maintain the property
or to make improvements; and
- a decline in the financial condition of a major or sole tenant.
Various factors that will affect the operation and value of a commercial
property include:
- the business operated by the tenants;
- the creditworthiness of the tenants; and
- the number of tenants.
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Tenant Bankruptcy Adversely Affects Property Performance. The bankruptcy
or insolvency of a major tenant, or a number of smaller tenants, at a commercial
property may adversely affect the income produced by the property. Under the
U.S. Bankruptcy Code, a tenant has the option of assuming or rejecting any
unexpired lease. If the tenant rejects the lease, the landlord's claim for
breach of the lease would be a general unsecured claim against the tenant unless
there is collateral securing the claim. The claim would be limited to--
1. the unpaid rent reserved under the lease for the periods prior to the
bankruptcy petition or any earlier surrender of the leased premises,
plus
2. an amount, not to exceed three years' rent, equal to the greater of one
year's rent and 15% of the remaining reserved rent.
The Success of an Income-Producing Property Depends on Reletting Vacant
Spaces. The operations at an income-producing property will be adversely
affected if the owner or property manager is unable to renew leases or relet
space on at least comparable terms when existing leases expire and/or become
defaulted. Even if vacated space is successfully relet, the costs associated
with reletting, including tenant improvements and leasing commissions in the
case of income-producing properties operated for retail, office or industrial
purposes, can be substantial and could reduce cash flow from the income-
producing properties. Moreover, if a tenant at a income-producing property
defaults in its lease obligations, the landlord may incur substantial costs and
experience significant delays associated with enforcing its rights and
protecting its investment, including costs incurred in renovating and reletting
the property.
If an income-producing property has multiple tenants, re-leasing
expenditures may be more frequent than in the case of a property with fewer
tenants, thereby reducing the cash flow generated by the multi-tenanted
property. Multi-tenanted properties may also experience higher continuing
vacancy rates and greater volatility in rental income and expenses.
Property Value May be Adversely Affected Even When Current Operating Income
is Not. Various factors may affect the value of multifamily and commercial
properties without affecting their current net operating income, including:
- changes in interest rates;
- the availability of refinancing sources;
- changes in governmental regulations, licensing or fiscal policy;
- changes in zoning or tax laws; and
- potential environmental or other legal liabilities.
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Property Management May Affect Property Operations and Value. The
operation of an income-producing property will depend upon the property
manager's performance and viability. The property manager generally is
responsible for:
- responding to changes in the local market;
- planning and implementing the rental structure, including staggering
durations of leases and establishing levels of rent payments;
- operating the property and providing building services;
- managing operating expenses; and
- ensuring that maintenance and capital improvements are carried out in a
timely fashion.
Income-producing properties that derive revenues primarily from short-term
rental commitments, such as hospitality or self-storage properties, generally
require more intensive management than properties leased to tenants under
long-term leases.
By controlling costs, providing appropriate and efficient services to
tenants and maintaining improvements in good condition, a property manager can
maintain or improve occupancy rates, business and cash flow, reduce operating
and repair costs and preserve building value. On the other hand, management
errors can, in some cases, impair the long term viability of an income-producing
property.
Maintaining a Property in Good Condition is Expensive. The owner may be
required to expend a substantial amount to maintain, renovate or refurbish a
commercial or multifamily property. Failure to do so may materially impair the
property's ability to generate cash flow. The effects of poor construction
quality will increase over time in the form of increased maintenance and capital
improvements. Even superior construction will deteriorate over time if
management does not schedule and perform adequate maintenance in a timely
fashion. There can be no assurance that an income-producing property will
generate sufficient cash flow to cover the increased costs of maintenance and
capital improvements in addition to paying debt service on the mortgage loan(s)
that may encumber that property.
Competition Will Adversely Affect the Profitability and Value of an Income-
Producing Property. Some income-producing properties are located in highly
competitive areas. Comparable income-producing properties located in the same
area compete on the basis of a number of factors including:
- rental rates;
- location;
- type of business or services and amenities offered; and
- nature and condition of the particular property.
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The profitability and value of an income-producing property may be
adversely affected by a comparable property that:
- offers lower rents;
- has lower operating costs;
- offers a more favorable location; or
- offers better facilities.
Costs of renovating, refurbishing or expanding an income-producing property
in order to remain competitive can be substantial.
The Mortgaged Real Property Will be the Sole Asset Available to Satisfy the
Amounts Owing Under an Underlying Mortgage Loan in the Event of Default. All
of the mortgage loans that we intend to include in the trust are or should be
considered nonrecourse loans. Accordingly, you should anticipate that, if the
related borrower defaults on any of the underlying mortgage loans, only the
mortgaged real property, and none of the other assets of the borrower, is
available to satisfy the debt. Even if the related loan documents permit
recourse to the borrower or a guarantor, the trust may not be able to ultimately
collect the amount due under a defaulted mortgage loan. None of the mortgage
loans are insured or guaranteed by any governmental agency or instrumentality or
by any private mortgage insurer. See "Risk Factors-- Investors Should Be Aware
of Various Risks Associated with Certain Mortgage Loans and Mortgaged
Properties--Nonrecourse Loans" in the accompanying prospectus.
In Some Cases, a Mortgaged Real Property is Dependent on a Single Tenant or
a Few Major Tenants, Which May Expose Investors to Greater Risk of Default and
Loss. In the case of 44 mortgaged real properties, securing 18.92% of the
initial mortgage pool balance, the related borrower has leased the particular
property to a single tenant that occupies all or substantially all of the
particular mortgaged property. In the case of 113 mortgaged real properties,
securing 57.46% of the initial mortgage pool balance and including the 44
properties referred to in the prior sentence, the related borrower has leased
the property to at least one tenant that occupies 25% or more of the particular
mortgaged real property. Accordingly, the full and timely payment of each of the
related mortgage loans is highly dependent on the continued operation of the
major tenant or tenants, which, in some cases, is the sole tenant, at the
mortgaged real property. If any of these major tenants ceases operations at the
related mortgaged real property:
- the financial effect of the absence of rental income may be severe;
- more time may be required to market the space; and
- substantial capital costs may be incurred to make the space appropriate
for replacement tenants.
See "Risk Factors--Investors Should Be Aware of Various Risks Associated
with Certain Mortgage Loans and Mortgaged Properties--Multifamily and Commercial
Loans" in the accompanying prospectus.
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More Than 10% of the Initial Mortgage Pool Balance Will be Secured by
Mortgage Liens on Particular Property Types, Which May Expose Investors to
Greater Risk of Default and Loss. More than 10% of the initial mortgage pool
balance will be secured by mortgage liens on each of the following property
types--office, retail, industrial and multifamily. The inclusion in the trust of
a significant concentration of mortgage loans that are secured by mortgage liens
on a particular type of income-producing property makes the overall performance
of the mortgage pool materially more dependent on the factors that affect the
operations at and value of that property type.
Office Properties. Forty-six of the underlying mortgage loans,
representing 34.31% of the initial mortgage pool balance, will be secured by
mortgage liens on mortgaged real properties used for office purposes. Some of
these office properties are heavily dependent on a sole tenant that leases the
entire property or on a few major tenants. In addition, 19 of the underlying
mortgage loans, representing 8.90% of the initial mortgage pool balance, will be
secured by mortgage liens on mortgaged real properties used for
industrial/office properties.
A number of factors will affect the value and successful operation of an
office property, including:
1. the number and quality of the tenants;
2. the physical attributes of the property in relation to competing
properties;
3. access to transportation;
4. the strength and stability of the local economy;
5. the availability of tax benefits;
6. the desirability of the property as a business location; and
7. the cost of refitting office space for a new tenant, which is often
significantly higher than the cost of refitting other types of
properties for new tenants.
Retail Properties. Fifty of the underlying mortgage loans, representing
25.32% of the initial mortgage pool balance, will be secured by mortgage liens
on mortgaged real properties used for retail purposes. These retail properties
consist of--
1. malls,
2. shopping centers,
3. power centers, and
4. individual stores and businesses.
The type of stores and businesses located at these retail properties may
include--
1. department stores,
2. grocery stores,
3. convenience stores,
4. specialty shops and stores,
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5. automotive sales and service centers,
6. gasoline stations,
7. movie theaters,
8. salons,
9. restaurants, and
10. food courts.
The value and successful operation of a retail property depends on the
qualities and success of its tenants. The success of tenants at a retail
property will be affected by:
1. competition from other retail properties;
2. perceptions regarding the safety, convenience and attractiveness of the
property;
3. demographics of the surrounding area;
4. traffic patterns and access to major thoroughfares;
5. availability of parking;
6. consumer tastes and preferences; and
7. the drawing power of other tenants.
A retail property generally must compete with comparable properties for
tenants. This competition is generally based on:
1. rent;
2. tenant improvements; and
3. the age and location of the property.
For example, the owner of a retail property may be required to offer a
potential tenant a free-rent period or, at its own expense, significantly
renovate and/or adapt space at the property to meet a particular tenant's needs.
Any particular retail property may be anchored or unanchored. Eleven of the
underlying mortgage loans, representing 14.38% of the initial mortgage pool
balance, are secured by anchored retail properties. Thirty-nine of the
underlying mortgage loans, representing 10.95% of the initial mortgage pool
balance, are secured by unanchored retail properties.
The presence or absence of an anchor tenant in a mall or shopping center
can be important, because anchor tenants play a key role in generating customer
traffic and making the mall or center desirable for other tenants. Some tenants
may have clauses in their leases that permit them to cease operations at the
property if certain other stores, in particular anchor tenants, cease operations
at the property. An anchor tenant is a retail tenant whose space is
substantially larger in size than that of other tenants at the same retail mall
or shopping center and whose operation is vital in attracting customers to the
property.
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The economic performance of an anchored retail property will be adversely
affected by various factors, including:
1. an anchor tenant's failure to renew its lease;
2. termination of an anchor tenant's lease;
3. the bankruptcy or economic decline of an anchor tenant or a self-owned
anchor;
4. the cessation of the business of an anchor tenant or of a self-owned
anchor, notwithstanding its continued payment of rent or ownership of
the space; or
5. a loss of an anchor tenant's ability to attract customers.
The retail properties may also face competition from sources outside a
given real estate market or with lower operating costs. For example, all of the
following compete with more traditional department stores and specialty shops
for consumer dollars:
1. factory outlet centers;
2. discount shopping centers and clubs;
3. catalogue retailers;
4. home shopping networks;
5. internet web sites; and
6. telemarketing.
Industrial Properties. Twenty-eight of the underlying mortgage loans,
representing 9.88% of the initial mortgage pool balance, will be secured by
mortgage liens on mortgaged real properties used for industrial purposes. In
addition, 19 of the underlying mortgage loans, representing 8.90% of the initial
mortgage pool balance, will be secured by mortgage liens on mortgaged real
properties used for industrial/office properties.
In general, the same factors that affect office properties also affect the
value and operation of industrial properties, although any particular factor may
affect the two types of properties in different ways. For example, industrial
properties may depend to a greater extent on the following:
1. location, the desirability of which in a particular instance may depend
on
- the availability of labor services, and
- accessibility to various modes of transportation and shipping,
including railways, roadways, airline terminals and ports;
2. building design, the desirability of which in a particular instance may
depend on--
- ceiling heights,
- column spacing,
- number and depth of loading bays, and
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- adaptability of the property, because industrial tenants often need
space that is acceptable for highly specialized activities, including
technology-related uses; and
3. the quality and creditworthiness of individual tenants, because
industrial properties frequently have higher tenant concentrations.
Multifamily Rental Properties. Forty of the underlying mortgage loans,
representing 12.22% of the initial mortgage pool balance, will be secured by
mortgage liens on mortgaged real properties used for multifamily rental
purposes. Factors that will affect the value and successful operation of a
multifamily rental property include:
1. the physical attributes of the property, such as its age, appearance,
amenities and construction quality;
2. the location of the property;
3. the characteristics of the surrounding neighborhood, which may change
over time;
4. the ability of management to provide adequate maintenance and
insurance;
5. the property's reputation;
6. the prevailing level of mortgage interest rates, which may encourage
tenants to purchase rather than lease housing;
7. the presence of competing properties;
8. the tenant mix, such as the tenant population being predominately
students or being heavily dependent on workers from a particular
business or personnel from a local military base;
9. adverse local or national economic conditions, which may limit the
amount of rent that may be charged and may result in a reduction in
timely rent payments or a reduction in occupancy levels; and
10. state and local regulations, which may affect the building owner's
ability to increase rent to the market rent for an equivalent
apartment.
Many states regulate the relationship between owner of a multifamily rental
property and the tenants at the property. For example, some states require a
written lease, good cause for eviction, disclosure of fees and notification to
the resident of changes in land use. Some states also prohibit retaliatory
evictions, limit the reasons for which a landlord may terminate a tenancy, limit
the reasons for which a landlord may increase rent and prohibit a landlord from
terminating a tenancy solely because the building has been sold. In addition,
numerous counties and municipalities impose rent control regulations on
apartment buildings. These regulations may limit rent increases to fixed
percentages, to percentages of increases in the consumer price index, to
increases set or approved by a governmental agency, or to increases determined
through mediation or binding arbitration. In many cases, the rent control laws
do not permit rent increases when apartments are leased to new tenants.
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Some of the multifamily rental properties securing mortgage loans that we
intend to include in the trust are subject to land use restrictive covenants or
contractual covenants in favor of federal or state housing agencies or
municipalities. These covenants normally require that a minimum number or
percentage of units be rented to tenants who have incomes that are substantially
lower than median incomes in the applicable area or region. These covenants may
limit the potential rental rates that may govern rentals at any of those
properties, the potential tenant base for any of those properties or both.
Three multifamily rental properties, securing 0.71% of the initial mortgage
pool balance, have material concentrations of student tenants. Students tend to
be a less stable tenant population and projects with material concentrations of
student tenants tend to experience higher property maintenance costs than those
that do not.
Two mortgage loans, representing approximately 1.27% of the initial
mortgage pool balance, are secured by multifamily properties in which the rent
charged to a significant proportion of the tenants is subsidized by housing
assistance payments under the Section 8 Tenant-Based Assistance Rental
Certificate Program of the United States Department of Housing and Urban
Development. We can give you no assurance that other mortgage loans are not
secured by mortgaged properties with a material concentration of Section 8
tenants. We cannot give you any assurance that the Section 8 program will be
continued in its present form or that the level of assistance provided to
tenants will generate enough revenues to the borrower to meet its obligations
under the housing assistance payment loans and to pay for necessary property
operations.
5% or More of the Initial Mortgage Pool Balance Will be Secured by Mortgage
Liens on Real Property Located in Each of the Following Six States--California,
New York, Ohio, Florida, Washington and Massachusetts--Which May Expose
Investors to a Greater Risk of Default and Loss. The mortgaged real properties
located in each of the following states secure mortgage loans or allocated
portions of mortgage loans that represent 5% or more of the initial mortgage
pool balance:
<TABLE>
<CAPTION>
% OF
NUMBER OF INITIAL MORTGAGE
STATE PROPERTIES POOL BALANCE
----- ---------- ----------------
<S> <C> <C>
California................. 39 16.08%
New York................... 22 10.37%
Ohio....................... 8..... 6.82%
Florida.................... 15 6.79%
Washington................. 9 5.41%
Massachusetts.............. 14 5.22%
</TABLE>
The inclusion of a significant concentration of mortgage loans that are
secured by mortgage liens on real properties located in a particular state makes
the overall performance of the mortgage pool materially more dependent on
economic and other conditions or events in that state.
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The Mortgage Pool Will Include a Material Concentration of Balloon Loans,
Which May Expose Investors to Greater Risk of Default and Loss. One hundred
sixty-three mortgage loans, representing 83.25% of the initial mortgage pool
balance, are balloon loans. Nine mortgage loans, representing 12.89% of the
initial mortgage pool balance, have anticipated repayment dates. A borrower's
ability to repay a balloon loan on its stated maturity date or a mortgage loan
with an anticipated repayment date on that date typically will depend upon its
ability either to refinance the loan or to sell the mortgaged real property at a
price sufficient to permit repayment. A borrower's ability to achieve either of
these goals will be affected by a number of factors, including:
- the availability of, and competition for, credit for commercial real
estate projects;
- the prevailing interest rates;
- the fair market value of the related properties;
- the borrower's equity in the related properties;
- the borrower's financial condition;
- the operating history and occupancy level of the property;
- the tax laws; and
- the prevailing general and regional economic conditions.
The availability of funds in the credit markets fluctuates over time. We
cannot assure you that each of the affected underlying borrowers will have the
ability to repay the remaining principal balances on the pertinent date.
In addition, there exist concentrations of balloon maturities. For example,
132 mortgage loans, representing 84.01% of the initial mortgage pool balance,
are scheduled to mature or reach their anticipated repayment date during the
period from August 1, 2009 to July 1, 2010, inclusive. See "Risk
Factors--Investors Should Be Aware of Various Risks Associated with Certain
Mortgage Loans and Mortgaged Properties--Balloon Loans" in the accompanying
prospectus.
The Mortgage Pool Will Include Some Disproportionately Large Mortgage Loans
and Groups of Cross-Collateralized Mortgage Loans, Which May Expose Investors to
Greater Risk of Default and Loss. The inclusion in the mortgage pool of one or
more loans that have outstanding principal balances that are substantially
larger than the other mortgage loans can result in losses that are more severe,
relative to the size of the mortgage pool, than would be the case if the total
balance of the mortgage pool were distributed more evenly. Several of the
individual mortgage loans and groups of cross-collateralized mortgage loans to
be included in the trust have cut-off date principal balances that are
substantially higher than the average cut-off date principal balance, which is
$4,065,693 without regard to any cross-collateralization of mortgage loans and
$4,241,506 when each group of cross-collateralized mortgage loans is treated as
a single mortgage loan. The largest mortgage loan or group of
cross-collateralized mortgage loans is the mortgage loan secured by Northpointe
Plaza, which has a cut-off date principal balance of $31,483,555, representing
4.01% of the initial mortgage pool balance. The ten
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largest mortgage loans and groups of cross-collateralized mortgage loans
represent 25.49% of the initial mortgage pool balance. See "--Limitations on
Enforceability of Cross-Collateralization" below and "Description of the
Mortgage Pool--General", "--Cross-Collateralized Mortgage Loans, Multi-Property
Mortgage Loans and Mortgage Loans With Affiliated Borrowers" and "--Significant
Mortgage Loans" in this prospectus supplement.
The Mortgage Pool Will Include Leasehold Mortgage Loans, Which May Expose
Investors to Greater Risk of Default and Loss. Five of the mortgage loans,
representing 1.99% of the initial mortgage pool balance, are secured by mortgage
liens on the related borrower's leasehold interest in the mortgaged real
property, but not by the corresponding ownership interest in the property that
is subject to the ground lease. Because of possible termination of the related
ground lease, lending on a leasehold interest in a real property is riskier than
lending on an actual ownership interest in that property. See "Description of
the Mortgage Pool--Additional Loan and Property Information--Ground Leases" in
this prospectus supplement.
Some of the Mortgaged Real Properties are Legal Nonconforming Uses or Legal
Nonconforming Structures, Which May Expose Investors to Greater Risk of Default
and Loss. For a significant number of the underlying mortgage loans, the use
of the related mortgaged real property or the improvements on that property are
known to be or may be legally nonconforming. Further, even if the use or
improvements on the mortgaged real properties are currently conforming, changes
in zoning ordinances could result in their being rendered legally nonconforming.
In these circumstances, the ability of the borrower to restore the improvements
on a mortgaged real property to its current configuration, density or use
following a major casualty, may be impaired. See "Description of the Mortgage
Pool--Underwriting Matters--Zoning and Building Code Compliance" in this
prospectus supplement.
Some of the Mortgaged Real Properties Do Not Comply With the Americans With
Disabilities Act of 1990, Which May Expose Investors to Greater Risk of Default
and Loss. Not all of the mortgaged real properties securing mortgage loans
that we intend to include in the trust, comply with the Americans with
Disabilities Act of 1990. Under that Act, all public accommodations are required
to meet specific federal requirements related to access and use by disabled
persons. If a property does not currently comply with that Act, the owner of the
particular property may be required to incur significant costs in order to
comply with it. This will reduce the amount of cash flow available to cover
other required maintenance and capital improvements and to pay debt service on
the mortgage loan(s) that may encumber that property. There can be no assurance
that the owner will have sufficient funds to cover the costs necessary to comply
with that Act. In addition, noncompliance could result in the imposition of
fines by the federal government or an award or damages to private litigants.
Multiple Mortgaged Real Properties are Owned by the Same Borrower or
Affiliated Borrowers or are Occupied, in Whole or in Part, by the Same Tenant or
Affiliated Tenants, Which May Expose Investors to Greater Risk of Default and
Loss. Fourteen separate groups of mortgage loans that we intend to include in
the trust, comprising 38
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mortgage loans, and representing 20.69% of the initial mortgage pool balance,
each have the same borrower or borrowers with the same key principal or
principals. The largest of these groups represents 3.75% of the initial mortgage
pool balance and consists of three mortgage loans, two of which are
cross-collateralized, whose borrowing entities have the same key principal, C.
Frederick Wehba, II. See "Description of the Mortgage Pool--Cross-Collateralized
Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans With Affiliated
Borrowers" in this prospectus supplement.
In addition, there may be tenants that lease space at more than one
mortgaged real property securing mortgage loans that we intend to include in the
trust. Furthermore, there may be tenants that are related to or affiliated with
a borrower. See Annex A-1 to this prospectus supplement for a list of the two
largest tenants at each of the mortgaged real properties used for retail
purposes, office purposes and industrial purposes.
The bankruptcy or insolvency of, or other financial problems with respect
to, any borrower or tenant that is, directly or through affiliation, associated
with two or more of the mortgaged real properties could have an adverse effect
on all of those properties and on the ability of those properties to produce
sufficient cash flow to make required payments on the related mortgage loans in
the trust.
Some Borrowers Under the Underlying Mortgage Loans Will Not be Special
Purpose Entities, Which May Expose Investors to Greater Risk of Default and
Loss. Fifty-nine mortgage loans, representing 12.51% of the initial mortgage
pool balance, do not require that the business activities of the related
borrowers be limited to owning their respective mortgaged real properties.
Accordingly, the financial success of each of those borrowers may be affected by
the performance of its other business activities, including other real estate
interests. Those other business activities increase the possibility that the
borrower may become bankrupt or insolvent. With the exception of the respective
mortgage loans secured by the mortgaged real properties identified on Annex A-1
to this prospectus supplement as Airport Plaza Office Center--Phase 1, Raintree
Corporate Center--Phase I, and Scottsdale Gateway II, each of these 60 mortgage
loans has a cut-off date principal balance below $5,000,000.
Changes in Mortgage Pool Composition Can Change the Nature of Your
Investment. If you purchase any of the class B, C, D, E, F or G certificates,
you will be more exposed to risks associated with changes in concentrations of
borrower, loan or property characteristics than are persons who own class A-1
and A-2 certificates.
As payments and other collections of principal are received with respect to
the underlying mortgage loans, the remaining mortgage loans in the trust may
exhibit an increased concentration with respect to property type, number and
affiliation of borrowers and geographic location. See "Risk Factors--The Payment
Performance of the Certificates Will Be Directly Related to the Payment
Performance of the Mortgage Assets in the Related Trust Funds", "--An Investment
in the Certificates Represents An Interest in Multifamily and/or Commercial
Loans which May Present A Greater Risk of Loss Than An Interest in a Pool Of
Single-Family Loans" and "--Credit Support Will Be Limited and the Failure of
Credit Support to Cover Losses on the Mortgage Assets May Result in Losses
Allocated to the Certificates" in the accompanying prospectus.
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Lending on Income-Producing Real Properties Entails Environmental
Risks. The trust could become liable for a material adverse environmental
condition at one or more of the mortgaged real properties securing the mortgage
loans in the trust. Any potential environmental liability could reduce or delay
payments on the offered certificates.
Various environmental laws may make a current or previous owner or operator
of a mortgaged real property liable for the costs of removal or remediation of
hazardous or toxic substances on, under or adjacent to the particular property.
Those laws often impose liability whether or not the owner or operator knew of,
or was responsible for, the presence of the hazardous or toxic substances. For
example, some laws impose liability for release of asbestos containing materials
into the air or require the removal or containment of the materials. The owner's
liability for any required remediation generally is unlimited and could exceed
the value of the particular property and/or the total assets of the owner. In
addition, the presence of hazardous or toxic substances, or the failure to
remediate the adverse environmental condition, may adversely affect the owner's
or operator's ability to use the affected property. In various states,
contamination of a property may give rise to a lien on the property to ensure
the costs of cleanup. In some of those states, that lien has priority over the
lien of an existing mortgage, deed of trust or other security instrument. In
addition, third parties may seek recovery from owners or operators of real
property for personal injury associated with exposure to hazardous substances,
including asbestos, lead-based paint, radon or lead in drinking water. Persons
who arrange for the disposal or treatment of hazardous or toxic substances may
be liable for the costs of removal or remediation of the substances at the
disposal or treatment facility.
The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, together with other federal and state laws,
provide that a secured lender, such as the trust, may be liable as an owner or
operator of a mortgaged real property, regardless of whether the borrower or a
previous owner caused the environmental damage, if--
- agents or employees of the lender are deemed to have participated in the
management of the borrower, or
- under some conditions, the lender actually takes possession of a
borrower's property or control of its day-to-day operations, including
through the appointment of a receiver or foreclosure.
Although legislation clarifies the activities in which a lender may engage
without becoming subject to liability under the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, and
similar federal laws, that legislation has no applicability to state
environmental laws. Moreover, future laws, ordinances or regulations could
impose material environmental liability.
Federal law requires owners of residential housing constructed prior to
1978 to disclose to potential residents or purchasers--
- any condition on the property that causes exposure to lead-based paint,
and
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- the potential hazards to pregnant women and young children, including
that the ingestion of lead-based paint chips and/or the inhalation of
dust particles from lead-based paint by children can cause permanent
injury, even at low levels of exposure.
Property owners may be liable for injuries to their tenants resulting from
exposure under various laws that impose affirmative obligations on property
owners of residential housing containing lead-based paint. See "Risk
Factors--Real Property Pledged as Security for a Mortgage Loan Is Subject to
Certain Environmental Risks and the Cost of Environmental Clean-Up May Increase
Losses on the Related Mortgage Loans" in the accompanying prospectus.
A third-party consultant conducted a Phase I environmental study, a limited
Phase I environmental study or a transaction screen, or updated a previously
conducted study or screen, for all of the mortgaged real properties in the pool.
However, in the case of 96 mortgaged real properties, securing 40.01% of the
initial mortgage pool balance, those studies, assessments or screens were
conducted or updated more than 12 months prior to the cut-off date. In the case
of 19 mortgaged real properties, securing 4.34% of the initial mortgage pool
balance, those studies, assessments or screens were conducted or updated more
than 24 months prior to the cut-off date.
In the case of 203 mortgaged real properties, securing 99.25% of the
initial mortgage pool balance, a Phase I environmental study or an update of a
prior Phase I environmental study was conducted. In the case of seven mortgaged
real properties, securing 0.75% of the initial mortgage pool balance, a
transaction screen was performed. In general, transaction screens and limited
Phase I environmental studies are less exhaustive environmental assessments
and/or result in less detailed reports than Phase I environmental studies.
Several of the mortgaged real properties--
- contained or contain underground storage tanks, dry-cleaning operations
or other potential sources of soil or groundwater contamination, or
- are in the vicinity of sites containing leaking underground storage tanks
or other potential sources of groundwater contamination.
In addition, some mortgaged real properties are in proximity to federal or
state superfund sites.
Although the owners of those particular real properties and the trust may
not have legal liability for contamination of the properties from those on-site
or off-site sources, the enforcement of rights against third parties may result
in additional transaction costs, and contamination may impair operation and
revenues and adversely affect the resale value of the affected properties.
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In the case of several mortgaged real properties, Phase I environmental
studies or transaction screens were performed, and--
- a Phase II environmental study was recommended but not performed, or
- one or more environmental issues were identified as originating on the
mortgaged real property that could not be fully assessed, remediated
and/or "closed out" from a regulatory point of view prior to the time
that the related mortgage loan was expected to be assigned to the trust.
In the case of each of those mortgaged real properties, an operations and
maintenance program was implemented, or a reserve was established to address the
identified problem or the property is covered by an environmental insurance
policy insuring specified environmental matters with respect to the particular
property. In addition, environmental insurance was obtained for two properties
impacted by contamination from a leaking underground storage tank on an adjacent
property. The policies referred to in the prior sentences provide for specific
coverage limits and deductibles. In addition, those policies do not provide
coverage for adverse environmental conditions at levels below legal limits or
for conditions involving asbestos and lead-based paint. See "Description of the
Mortgage Pool--Underwriting Matters--Environmental Insurance" in this prospectus
supplement.
Lending on Income-Producing Properties Entails Risks Related to Property
Condition. One hundred ninety-one of the mortgaged real properties, securing
96.23% of the initial mortgage pool balance, were inspected by professional
engineers or architects during the 24-month period preceding the cut-off date.
The scope of these inspections included an assessment of--
- the structure, exterior walls, roofing, interior construction, mechanical
and electrical systems, and
- general condition of the site, buildings and other improvements located
at each mortgaged real property.
In the case of nine of the mortgaged real properties, securing 5.89% of the
initial mortgage pool balance, the inspections identified conditions estimated
to cost in excess of $100,000 to address. In all but two of these cases, the
repairs were completed prior to origination or the originator required the
related borrower to fund reserves in the amount of 125% of either these
estimated costs or an approved contractor bid. In the other two cases, the
reserves equalled approximately 100% of the estimated costs or of the approved
contractor bid.
Reserves May Be Insufficient. Most of the pooled mortgage loans require
that reserves be funded on a monthly basis from cash flow generated by the
related mortgaged real properties to cover ongoing monthly, semi-annual or
annual expenses such as taxes and/or insurance. Most of the pooled mortgage
loans also required reserves to be established, or letters of credit or other
instruments to be delivered, upon the closing of the mortgage loan to fund
capital expenditure items. For commercial mortgaged real properties with
significant lease rollover risk, a tenant improvement and leasing cost reserve
was typically required. These reserves, letters of credit or other
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instruments may not be sufficient to offset the actual costs of the items which
they were intended to cover. In addition, cash flow from the mortgaged real
properties may not be sufficient to fund fully the ongoing monthly reserve
requirements. Any insufficiency may have an adverse effect on the operations or
physical condition of the mortgaged real property.
Limitations on Cross-Collateralized or Single Note/Multiple Property
Loans. The mortgage pool will include 22 mortgage loans, representing 11.27%
of the initial mortgage pool balance, that are secured, including through
cross-collateralization with other mortgage loans, by multiple mortgaged real
properties. These mortgage loans are identified in the tables contained in Annex
A-1. The purpose of securing any particular mortgage loan or group of
cross-collateralized mortgage loans with multiple real properties is to reduce
the risk of default or ultimate loss as a result of an inability of any
particular property to generate sufficient net operating income to pay debt
service. However, thirteen of these mortgage loans, representing 6.25% of the
initial mortgage pool balance, permit the release of one or more of the
mortgaged real properties from the related mortgage lien, upon the satisfaction
of the conditions described under "Description of the Mortgage Pool--Terms and
Conditions of the Mortgage Loans" in this prospectus supplement.
Dependence on Credit Tenant Leases Has Special Risks. Three of the
mortgage loans to be included in the trust, representing 0.99% of the initial
mortgage pool balance, are secured by underlying real properties subject to
credit tenant leases. The tenant under each of those credit tenant leases, its
parent or an affiliated guarantor of its lease obligations has an
investment-grade unsecured debt rating from a nationally recognized statistical
rating organization. Each of the respective mortgage loans is scheduled to be
fully or substantially repaid with rental payments from the credit tenant made
over the primary term of the credit tenant lease. Based on the foregoing, these
mortgage loans were generally underwritten to lower debt service coverage ratios
and higher loan-to-value ratios than would have been acceptable had the
underlying real properties been leased to less creditworthy tenants.
In the event that the credit tenant defaults in its obligations under a
credit tenant lease, or if the credit tenant lease is otherwise terminated or
the credit tenant becomes entitled to set-off or rent abatement, rents may not
be sufficient, or the underlying real property might not be re-leased for
sufficiently high rent, to support debt service on the related mortgage loan. In
addition, funds received in liquidation of the related property after a default
might not be sufficient to satisfy the borrower's obligations under the mortgage
loan.
A rating assigned by a rating agency to the tenant under a credit tenant
lease, an affiliate of that tenant or a guarantor of the tenant's obligations
under the lease, as applicable, reflects only the rating agency's current
assessment of the relevant obligation of that entity. The rating is not an
assessment of the likelihood that the particular credit tenant lease will not be
terminated, according to its terms or otherwise, or that the related mortgage
loan in the trust will be timely repaid in full. In addition, the assigning
rating agency may reduce or withdraw that rating at any time, and there is no
assurance
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that the assigning rating agency is not currently contemplating the taking of
that action. A downgrade in that rating may have a related adverse effect on the
rating of your offered certificates even if there is no default under the
related mortgage loan in the trust. See "Description of the Mortgage Pool--CTL
Loans" in this prospectus supplement.
Borrower's Ability to Incur Other Debt May Increase the Risk of Default and
Loss on the Applicable Underlying Mortgage Loan. In general, the underlying
borrowers will be obligated for trade payables and other operating liabilities
and may, in certain circumstances, have obtained, or be permitted to obtain,
unsecured loans from holders of beneficial interests in those borrowers and
others. Such unsecured indebtedness is not specifically described herein. Some
of the underlying borrowers may incur unsecured debt for any purpose, or a
limited amount of unsecured debt for any purpose, without violating their
respective organizational documents or the related loan documents. Some of the
underlying borrowers may be contingently obligated under reimbursement or
similar agreements to letter of credit banks issuing letters of credit for the
benefit of the holder of the related mortgage loan. Further, 59 of the mortgage
loans that we intend to include in the trust, representing 12.51% of the initial
mortgage pool balance, are owned by borrowers that are not considered to be
special purpose entities and, accordingly, may have indebtedness or other
liabilities unrelated to the mortgaged real properties securing the related
pooled mortgage loans. Additional debt, in any form, may cause a diversion of
funds from property maintenance and increase the likelihood that the borrower
will become the subject of a bankruptcy proceeding. See "Certain Legal Aspects
of Mortgage Loans--Subordinate Financing" in the accompanying prospectus.
In the case of one of the mortgage loans that we intend to include in the
trust, secured by the mortgaged real property identified on Annex A-1 to this
prospectus supplement as the Paradise Palm Mobile Home Park, which comprises
0.16% of the initial mortgage pool balance, the related mortgaged real property
is encumbered by second mortgage debt in the initial principal amount of
$200,000. The second mortgage debt is subject to a subordination and
inter-creditor agreement in favor of the holder of the related mortgage loan.
In the case of some of the mortgage loans that we intend to include in the
trust, one or more of the principals of the related borrower may have incurred
mezzanine debt. Mezzanine debt is debt that is secured by a principal's
ownership interest in the borrower. This type of financing effectively reduces
the indirect equity interest of any principal in the corresponding mortgaged
real property. In the case of one of the mortgage loans, secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Park Central Office Development, which comprises 1.41% of the initial mortgage
pool balance, two of the limited partners of the related borrower, who are also
shareholders of the general partner of the related borrower, were permitted to
obtain mezzanine financing from three individuals in the amount of $1,350,000.
The mezzanine debt financed the acquisition from the three individuals of their
partnership interests in the related borrower and their stock in the general
partner of the related borrower. The mezzanine debt is secured by pledges of the
partnership interests and
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stock. The mezzanine borrowers and mezzanine lenders entered into an amendment
to the mezzanine financing documents, with the holder of the related mortgage
loan as an express third-party beneficiary, which amendment, among other things,
provides that the written approval of the holder of the related mortgage loan is
required as a condition to the exercise of the mezzanine lenders' remedies and
the resulting transfer of interests in the related borrower. While the mezzanine
lenders have no security interest in, or rights to the related mortgaged real
property, a default under the mezzanine loan could cause a change of or
disruption in the ownership and/or control of the related borrower.
Except as disclosed under this subsection, "--Borrower's Ability to Incur
Other Debt May Increase the Risk of Default and Loss on the Applicable
Underlying Mortgage Loan", we have not been able to confirm whether the
respective borrowers under the mortgage loans that we intend to include in the
trust, have any other debt outstanding.
Provisions Requiring Prepayment Premiums, Fees and Charges May Not Always
Be Enforceable. Under the laws of a number of states, the enforceability of
any mortgage loan provisions that require payment of a prepayment premium, fee
or charge upon an involuntary prepayment, is unclear. If those provisions were
unenforceable, borrowers would have an incentive to default in order to prepay
their loans.
Although the collateral substitution provisions related to defeasance do
not have the same effect on the series 2000-C2 certificateholders as prepayment,
we cannot assure you that a court would not interpret any amount paid to
purchase defeasance collateral that is in excess of a principal prepayment, as
comparable to a yield maintenance charge. In some jurisdictions, those
collateral substitution provisions might be deemed unenforceable under
applicable law, or usurious.
There are Limitations on the Enforceability of Due-on-Sale and Debt
Acceleration Clauses. All of the mortgage loans that we intend to include in
the trust contain due-on-sale and due-on-encumbrance provisions that in each
case, with some exceptions, permit the lender, with some exceptions, to
accelerate the maturity of the mortgage loan upon the sale, transfer or
encumbrance of--
- the corresponding mortgaged real property, or
- a majority ownership interest in the related borrower,
provided, however, that under the terms of some of the mortgage loans, this
consent must be granted if particular conditions are met. All of the mortgage
loans contain some form of debt-acceleration clause, which permits the lender to
accelerate the debt upon specified monetary or non-monetary defaults by the
related borrower. The equity courts of any state, however, may refuse to allow
the foreclosure of a mortgage, deed of trust or other security instrument or to
permit the acceleration of the indebtedness if--
- the default is deemed to be immaterial,
- the exercise of these remedies would be inequitable or unjust, or
- the circumstances would render the acceleration unconscionable.
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See "Risk Factors--Due-On-Sale Clauses and Assignments of Leases and Rents
May Not Provide Adequate Security for a Mortgage Loan" in the accompanying
prospectus.
There are Limitations on the Enforceability of Assignments of Leases. All
of the mortgage loans that we intend to include in the trust are secured by,
among other things, an assignment of leases and rents, either in a separate
instrument or included as part of the related mortgage, under which the related
borrower will assign its right, title and interest as landlord under the leases
on the related mortgaged real property and the income derived from the
particular property to the lender as further security for the related mortgage
loan, while retaining a license to collect rents for so long as there is no
default. In the event the borrower defaults, the license terminates, in some
cases upon notice from the lender, and the lender is entitled to collect rents.
In some cases, those assignments may not be perfected as security interests
prior to actual possession of the cash flow. Accordingly, state law may require
that the lender take possession of the particular property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, the commencement of bankruptcy or similar proceedings by or in respect
of the borrower will adversely affect the lender's ability to collect the rents.
See "Risk Factors--Due-On-Sale Clauses and Assignments of Leases and Rents May
Not Provide Adequate Security for a Mortgage Loan" in the accompanying
prospectus.
Borrower Bankruptcies Will Adversely Affect the Special Servicer's Ability
to Enforce the Related Underlying Mortgage Loans. Under the U.S. Bankruptcy
Code, the filing of a petition in bankruptcy by or against a borrower will stay
the sale of a real property owned by that borrower, as well as the commencement
or continuation of a foreclosure action. In addition, if a court determines that
the value of a real property is less than the principal balance of the mortgage
loan it secures, the court may reduce the amount of secured indebtedness to the
then-value of the property. This action would make the lender a general
unsecured creditor for the difference between the then-value of the property and
the amount of its outstanding mortgage indebtedness. A bankruptcy court also
may:
- grant a debtor time to cure a payment default on a mortgage loan;
- reduce monthly payments due under a mortgage loan;
- change the rate of interest due on a mortgage loan; or
- otherwise alter a mortgage loan's repayment schedule.
Additionally, the borrower, as debtor-in-possession, or its bankruptcy
trustee has special powers to avoid, subordinate or disallow debts. In some
circumstances, the claims of a secured lender, such as the trust, may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.
Under the U.S. Bankruptcy Code, a lender will be stayed from enforcing a
borrower's assignment of rents and leases. The U.S. Bankruptcy Code also may
interfere with a lender's ability to enforce lockbox requirements. The legal
proceedings necessary to resolve these issues can be time consuming and may
significantly delay the receipt of
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rents. Rents also may escape an assignment to the extent they are used by
borrower to maintain its property or for other court authorized expenses.
As a result of the foregoing, the trust's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the total
amount ultimately collected may be substantially less than the amount owed.
Limitations of Appraisals. Appraisals were obtained for all of the
mortgaged real properties securing mortgage loans that we intend to include in
the trust. Appraisals represent the analysis and opinion of an appraiser. They
are not guaranties of, and may not be indicative of, present or future value.
There can be no assurance that another appraiser would not have arrived at a
different valuation, even if the appraiser used the same general approach to and
same method of appraising the property. Moreover, appraisals seek to establish
the amount a typically motivated buyer would pay a typically motivated seller.
That amount could be significantly higher than the amount obtained from the sale
of a property under a distress or liquidation sale. Information regarding the
appraised values of the mortgaged real properties is presented, for illustrative
purposes only, on Annex A-1 to this prospectus supplement.
Uninsured Loss; Sufficiency of Insurance. The borrowers under the
mortgage loans that we intend to include in the trust are, with limited
exceptions, required to maintain--
- comprehensive liability insurance,
- all-risk fire,
- casualty and hazard insurance,
- flood insurance, if required by applicable law, and
- rental income insurance,
on the mortgaged real properties, with policy specifications, limits and
deductibles customarily carried, generally, for similar properties. Some types
of losses, however, may be either uninsurable or not economically insurable,
such as losses due to riots or acts of war or earthquakes. Fifty-three of the
mortgaged real properties, securing 19.38% of the initial mortgage pool balance,
are located in seismic zones 3 and 4, which are areas that are considered to
have a high earthquake risk. In addition, 29 of the mortgaged real properties,
securing 11.79% of the initial mortgage pool balance, are located in Florida and
Texas, states that include areas that have historically been at greater risk
than other states regarding other acts of nature, such as hurricanes and
tornadoes. Should an uninsured loss occur, the borrower could lose both its
investment in and its anticipated profits and cash flow from its mortgaged real
property, which would adversely affect the borrower's ability to make payments
under its mortgage loan. Although, in general, the borrowers have agreed to
insure their respective mortgaged real properties, there is a possibility of
casualty losses on a mortgaged real property for which insurance proceeds may
not be adequate. Consequently, there can be no assurance that any loss incurred
will not exceed the limits of policies obtained. In addition, earthquake
insurance is not necessarily required to be maintained by a borrower, even in
the case of mortgaged real properties located in areas that are considered to
have a high earthquake risk.
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<PAGE> 57
Limited Information Causes Uncertainty. Fifty-one of the mortgage loans
that we intend to include in the trust, representing 33.26% of the initial
mortgage pool balance, are acquisition financing. Accordingly, there may be
limited or no recent historical operating information available with respect to
the mortgaged real properties for those mortgage loans. As a result, you may
find it difficult to analyze the historical performance of those properties.
Please refer to Annex A-1 to this prospectus supplement for historical operating
information for the most recent two years of operation, where available.
Prior Bankruptcies. We are aware that, in the case of eight mortgage
loans that we intend to include in the trust, representing 6.99% of the initial
mortgage pool balance, the related borrower, or a key principal or key affiliate
of the related borrower, has been a party to prior bankruptcy proceedings. There
is no assurance that principals or affiliates of other borrowers have not been a
party to bankruptcy proceedings.
Limitations with Respect to Representations and Warranties. Each mortgage
loan seller will make limited representations and warranties regarding the
mortgage loans sold by it to us. A material breach of those representations and
warranties could obligate a mortgage loan seller to repurchase the affected
mortgage loan, in which case, the proceeds of the repurchase would be passed
through to series 2000-C2 certificateholders in the same manner as a principal
prepayment, except that no prepayment consideration will be payable in
connection with the repurchase.
If the related mortgage loan seller is required to but does not cure or
remedy a breach of a representation or warranty or repurchase or replace the
affected mortgage loan, payments on the offered certificates may be
substantially less than they would have been if the person had cured or remedied
the breach or repurchased the affected mortgage loan.
The obligation of a mortgage loan seller to cure a breach or repurchase a
pooled mortgage loan will constitute the only remedy available to the series
2000-C2 certificateholders for a breach of a representation or warranty. We
cannot assure you that a mortgage loan seller will have the resources to
repurchase any pooled mortgage loan. No other party will be obligated to cure a
breach or repurchase a pooled mortgage loan in the event of a breach if the
related mortgage loan seller does not fulfill its obligations.
Some Mortgaged Properties May Not Be Readily Convertible to Alternative
Uses. Some of the mortgaged real properties securing the pooled mortgage loans
may not be readily convertible to alternative uses if those properties were to
become unprofitable for any reason. Converting commercial properties to
alternate uses generally requires substantial capital expenditures. The
liquidation value of a mortgaged property consequently may be substantially less
than would be the case if the property were readily adaptable to other uses.
Zoning or other restrictions may also prevent alternative use.
No Reunderwriting of the Mortgage Loans. We have not reunderwritten the
mortgage loans that we intend to include in the trust. Instead, we have relied
on the representations and warranties made by the mortgage loan sellers, and the
applicable
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<PAGE> 58
mortgage loan seller's obligation to cure the breach, or to repurchase the
affected mortgage loan, in the event that a representation or warranty was not
true in any respect materially adverse to the series 2000-C2 certificateholders,
when made. These representations and warranties do not cover all of the matters
that we would review in underwriting a mortgage loan, and you should not view
them as a substitute for reunderwriting the mortgage loans. If we had
reunderwritten the mortgage loans, it is possible that the reunderwriting
process may have revealed problems with a mortgage loan not covered by a
representation or warranty. In addition, we can give no assurance that the
applicable mortgage loan seller will be able to repurchase a mortgage loan if a
representation or warranty has been breached. See "Description of the Mortgage
Pool--Representations and Warranties" in this prospectus supplement.
Litigation. There may be pending or threatened legal proceedings against
the borrowers under the pooled mortgage loans, the managers of the related
mortgaged real properties and their respective affiliates, arising out of the
ordinary business of those borrowers, managers and affiliates. We cannot assure
you that litigation will not have a material adverse effect on your investment.
Taxes on Foreclosure Property Will Reduce Amounts Available to Make
Payments on the Offered Certificates. If the trust acquires a real property
pursuant to a foreclosure or deed in lieu of foreclosure, then the special
servicer may be required to retain an independent contractor to operate and
manage the property. Any net income from that operation and management, other
than qualifying "rents from real property" within the meaning of Section 856(d)
of the Internal Revenue Code of 1986, as well as any rental income based on the
net profits of a tenant or sub-tenant or allocable to a service that is
non-customary in the area and for the type of building involved, will subject
the trust to federal, and possible state or local, tax on that income at the
highest marginal corporate tax rate. This would reduce the net proceeds
available for payment with respect to the offered certificates.
Risks Related to Mortgaged Real Properties Located in Puerto Rico. One
mortgaged real property, securing 2.43% of the initial mortgage pool balance, is
located in Puerto Rico. If the trust acquires a real property located in Puerto
Rico, it would be subject to Puerto Rican taxation with respect to the income
derived from that real property. If the activities of the trust in Puerto Rico
in relation to such real property constituted a trade or business, the trust
would be subject to income tax at up to a 39% rate with respect to its net
income attributable to the operation of that real property, as well as a tax on
any gain derived from the sale of such property. In the case of gain from the
sale of real property used in a trade or business, in general, tax would be
imposed at a 25% rate if such real property were held as a capital asset for
more than six months. If the activities of the trust did not constitute the
conduct of a trade or business in Puerto Rico, income derived from the real
property, such as rental payments, would be subject to Puerto Rican withholding
tax at a 29% rate. In addition, any gain on the sale of such property would be
subject to tax at a 29% rate, and such tax may be collected through withholding.
The imposition of any of these Puerto Rican taxes on the trust could reduce the
net proceeds available for making payments on your offered
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<PAGE> 59
certificates. In addition, you would not be entitled to claim foreign tax
credits for federal income tax purposes with respect to any Puerto Rican tax
imposed on the trust.
Additionally, it is possible that a Puerto Rican withholding tax may be
imposed at a rate of 29% on interest payments received by the trust on a
mortgage loan secured by a mortgaged real property located in Puerto Rico if a
certificateholder owns more than 50% of the related borrower. In such a case,
the withholding tax imposed on the trust would be specially allocated to the
certificateholder owning more than 50% of the related borrower, with the amount
of tax treated as distributed to that certificateholder. The certificateholder
would not be entitled to claim foreign tax credits for federal income tax
purposes with respect to any Puerto Rican withholding tax imposed on the trust.
Accordingly, investment in the offered certificates may not be a suitable
investment if you own more than 50% of a borrower under a mortgage loan secured
by a mortgaged real property in Puerto Rico.
Risks Related to Mortgaged Real Properties Located in U.S. Virgin
Islands. One mortgaged real property, securing 0.77% of the initial mortgage
pool balance, is located in the U.S. Virgin Islands. If the trust acquires a
real property located in U.S. Virgin Islands, it may be subject to U.S. Virgin
Islands taxation with respect to income derived from that real property or gain
from the sale of that real property.
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT
From time to time we use capitalized terms in this prospectus supplement.
Each of those capitalized terms will have the meaning assigned to it in the
"Glossary" attached to this prospectus supplement.
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus includes the
words "expects", "intends", "anticipates", "estimates" and similar words and
expressions. These words and expressions are intended to identify
forward-looking statements. Any forward-looking statements are made subject to
risks and uncertainties that could cause actual results to differ materially
from those stated. These risks and uncertainties include, among other things,
declines in general economic and business conditions, increased competition,
changes in demographics, changes in political and social conditions, regulatory
initiatives and changes in customer preferences, many of which are beyond our
control and the control of any other person or entity related to this offering.
The forward-looking statements made in this prospectus supplement are accurate
as of the date stated on the cover of this prospectus supplement. We have no
obligation to update or revise any forward-looking statement.
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<PAGE> 60
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
We intend to include the 193 mortgage loans identified on Annex A-1 to this
prospectus supplement in the trust. The mortgage pool consisting of those loans
will have an initial mortgage pool balance of $784,678,678. However, the actual
initial mortgage pool balance may be as much as 5% smaller or larger than that
amount if any of those mortgage loans are removed from the mortgage pool or any
other mortgage loans are added to the mortgage pool. See "--Changes in Mortgage
Pool Characteristics" below.
The initial mortgage pool balance will equal the total cut-off date
principal balance of all the pooled mortgage loans. The cut-off date principal
balance of any mortgage loan included in the trust is its unpaid principal
balance as of its scheduled due date in August 2000, after application of all
scheduled payments of principal due with respect to the mortgage loan on or
before that date, whether or not those payments were received. The cut-off date
principal balance of each mortgage loan that we intend to include in the trust
is shown on Annex A-1 to this prospectus supplement. Those cut-off date
principal balances range from $782,840 to $31,483,555 and the average of those
cut-off date principal balances is $4,065,693. The respective due dates for the
underlying mortgage loans in August 2000 will collectively be the cut-off date
for the trust.
Each of the mortgage loans that we intend to include in the trust is an
obligation of the related borrower to repay a specified sum with interest. Each
of those mortgage loans is evidenced by a promissory note and secured by a
mortgage, deed of trust or other similar security instrument that creates a
mortgage lien on the ownership and/or leasehold interest of the related borrower
or another party in one or more commercial or multifamily real properties. That
mortgage lien will, in all cases, be a first priority lien, subject only to the
Permitted Encumbrances.
You should consider each of the pooled mortgage loans to be a nonrecourse
obligation of the related borrower. In the event of a payment default by the
related borrower, recourse will be limited to the corresponding mortgaged real
property or properties for satisfaction of that borrower's obligations. In those
cases where recourse to a borrower or guarantor is permitted under the related
loan documents, we have not undertaken an evaluation of the financial condition
of any of these persons. None of the pooled mortgage loans will be insured or
guaranteed by any governmental entity or by any other person.
We provide in this prospectus supplement a variety of information regarding
the mortgage loans that we intend to include in the trust. In reviewing this
information, please note that--
- All numerical information provided with respect to the mortgage loans is
provided on an approximate basis.
- All weighted average information provided with respect to the mortgage
loans reflects a weighting by their respective cut-off date principal
balances.
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<PAGE> 61
- If any of the mortgage loans is secured by multiple mortgaged real
properties, a portion of that mortgage loan has been allocated to each of
those properties for purposes of providing various statistical
information in this prospectus supplement.
- When information with respect to the mortgaged real properties is
expressed as a percentage of the initial mortgage pool balance, the
percentages are based upon the allocated cut-off date principal balances
of the related mortgage loans.
- Whenever loan level information, such as loan-to-value ratios and debt
service coverage ratios, is presented in the context of mortgaged real
properties, the loan level statistic attributed to a mortgaged real
property is the same as the statistic for the related mortgage loan.
- Whenever we refer to a particular mortgaged real property by name, we
mean the property identified by that name on Annex A-1 to this prospectus
supplement.
- Statistical information regarding the mortgage loans may change prior to
the date of initial issuance of the offered certificates due to changes
in the composition of the mortgage pool prior to that date.
In addition, unless otherwise noted, for purposes of the tables in this
"Description of Mortgage Pool" section, we have assumed that the ARD Loans
mature on their respective anticipated repayment dates. See "--Terms and
Conditions of the Mortgage Loans--ARD Loans" below.
The table below shows the number of, and the approximate percentage of the
initial mortgage pool balance secured by, mortgaged real properties operated for
each indicated purpose:
PROPERTY TYPES
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
-------------------------
NUMBER OF MAXIMUM STATED
MORTGAGED TOTAL CUT-OFF % OF INITIAL POOL CUT-OFF REMAINING
REAL DATE PRINCIPAL MORTGAGE DATE PRINCIPAL MORTGAGE TERM
PROPERTY TYPES PROPERTIES BALANCE BALANCE BALANCE INTEREST RATE (MO.)
-------------- ---------- -------------- ----------------- -------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Office.................. 46 $269,198,624 34.31% $29,159,803 8.344% 115
Anchored Retail......... 11 112,813,598 14.38 31,483,555 8.361 112
Multifamily............. 40 95,885,620 12.22 14,385,472 8.202 117
Unanchored Retail....... 39 85,889,380 10.95 6,319,280 8.187 113
Industrial.............. 28 77,528,399 9.88 12,558,042 8.432 118
Industrial/Office....... 19 69,814,774 8.90 18,874,391 8.201 112
Mixed Use............... 9 25,669,635 3.27 11,426,513 8.257 110
Mobile Home Park........ 5 18,603,586 2.37 6,815,006 8.297 110
Limited Service Hotel... 5 12,973,506 1.65 5,795,196 7.475 169
CTL..................... 3 7,744,281 0.99 3,155,510 8.931 231
Self Storage............ 4 6,636,104 0.85 2,596,919 8.439 108
Assisted Living......... 1 1,921,171 0.24 1,921,171 9.140 112
--- ------------ ------ ----- ---
Totals/Wtd. Avg..... 210 $784,678,678 100.00% 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
----------------------
U/W NCF CUT-OFF DATE
PROPERTY TYPES DSCR LTV RATIO
-------------- ------- ------------
<S> <C> <C>
Office.................. 1.30x 68.81%
Anchored Retail......... 1.28 75.52
Multifamily............. 1.29 75.03
Unanchored Retail....... 1.36 68.40
Industrial.............. 1.33 70.87
Industrial/Office....... 1.33 69.89
Mixed Use............... 1.64 64.73
Mobile Home Park........ 1.36 74.65
Limited Service Hotel... 1.60 69.55
CTL..................... 1.01 81.99
Self Storage............ 1.41 61.09
Assisted Living......... 1.85 65.79
-----
Totals/Wtd. Avg..... 1.33x 70.86%
=====
</TABLE>
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The table below shows the number of, and the approximate percentage of the
initial mortgage pool balance secured by, first mortgage liens on each of the
specified interests in the corresponding mortgaged real properties:
ENCUMBERED INTEREST
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
NUMBER OF MAXIMUM ---------------------
MORTGAGED TOTAL CUT-OFF % OF INITIAL CUT-OFF DATE MORTGAGE STATED
REAL DATE PRINCIPAL MORTGAGE PRINCIPAL INTEREST REMAINING
ENCUMBERED INTEREST PROPERTIES BALANCE POOL BALANCE BALANCE RATE TERM (MO.)
------------------- ---------- -------------- ------------ ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fee Simple.................. 205 $769,098,036 98.01% $31,483,555 8.306% 115
Leasehold................... 5 15,580,642 1.99 5,795,196 7.896 178
--- ------------ ------ ----- ---
Totals/Wtd. Avg. ....... 210 $784,678,678 100.00% 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
----------------------
U/W NCF CUT-OFF DATE
ENCUMBERED INTEREST DSCR LTV RATIO
------------------- ------- ------------
<S> <C> <C>
Fee Simple.................. 1.32x 70.96%
Leasehold................... 1.54 66.08
-----
Totals/Wtd. Avg. ....... 1.32x 70.86%
=====
</TABLE>
The table below shows the number of, and the approximate percentage of the
initial mortgage pool balance secured by, mortgaged real properties located in
the indicated states:
STATE CONCENTRATIONS
<TABLE>
<CAPTION>
CUMULATIVE WEIGHTED AVERAGES
NUMBER OF % OF INITIAL % OF INITIAL ---------------------
MORTGAGED TOTAL CUT-OFF MORTGAGE MORTGAGE MORTGAGE STATED
REAL DATE PRINCIPAL POOL POOL INTEREST REMAINING
STATES PROPERTIES BALANCE BALANCE BALANCE RATE TERM (MO.)
------ ---------- -------------- ------------ ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
California..................... 39 $126,208,773 16.08% 16.08% 8.211% 114
New York....................... 22 81,336,540 10.37 26.45 8.363 117
Ohio........................... 8 53,484,178 6.82 33.27 8.251 128
Florida........................ 15 53,282,130 6.79 40.06 8.252 111
Washington..................... 9 42,471,715 5.41 45.47 7.753 114
Massachusetts.................. 14 40,966,930 5.22 50.69 8.559 121
Texas.......................... 14 39,211,564 5.00 55.69 8.299 114
Arizona........................ 5 33,058,725 4.21 59.90 8.421 111
Louisiana...................... 2 31,793,371 4.05 63.95 8.472 117
Georgia........................ 5 30,059,092 3.83 67.78 8.268 115
--- ------------ ------ ----- ---
Totals/Wtd. Avg............ 133 $531,873,018 67.78% 8.271% 116
=== ============ ====== ===== ===
Other.......................... 77 $252,805,661 32.22% 8.354% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
----------------------
U/W NCF CUT-OFF DATE
STATES DSCR LTV RATIO
------ ------- ------------
<S> <C> <C>
California..................... 1.31x 68.35%
New York....................... 1.37 69.59
Ohio........................... 1.35 72.98
Florida........................ 1.33 75.36
Washington..................... 1.34 69.34
Massachusetts.................. 1.27 74.21
Texas.......................... 1.32 71.41
Arizona........................ 1.26 70.93
Louisiana...................... 1.32 58.55
Georgia........................ 1.36 72.97
---- -----
Totals/Wtd. Avg............ 1.33x 70.30%
==== =====
Other.......................... 1.32x 72.05%
==== =====
</TABLE>
The remaining mortgaged real properties securing pooled mortgage loans are
located throughout 28 other states as well as Puerto Rico and the U.S. Virgin
Islands. No more than 2.98% of the initial mortgage pool balance is secured by
mortgaged real properties located in any other single jurisdiction.
CROSS-COLLATERALIZED MORTGAGE LOANS, MULTI-PROPERTY MORTGAGE LOANS AND MORTGAGE
LOANS WITH AFFILIATED BORROWERS
The mortgage pool will include 22 mortgage loans, representing 11.27% of
the initial mortgage pool balance, that are, in each case, individually or
through cross-collateralization with other mortgage loans, secured by two or
more real properties.
Thirteen of the mortgage loans referred to in the prior paragraph,
representing 6.25% of the initial mortgage pool balance, entitle the related
borrower(s) to obtain a release of one or more of the corresponding mortgaged
real properties and/or a
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termination of any applicable cross-collateralization, subject, in each case, to
the fulfillment of one or more of the following conditions:
- the pay down or partial defeasance of the mortgage loan(s) in an amount
equal to a specified percentage, which is usually 125%, of the portion of
the total loan amount allocated to the property or properties to be
released;
- the satisfaction of debt service coverage and loan-to-value tests for the
property or properties that will remain as collateral; and/or
- receipt by the lender of confirmation from each applicable rating agency
that the action will not result in a qualification, downgrade or
withdrawal of any of the then-current ratings of the offered
certificates.
The table below identifies each of the mortgage loans secured by multiple
mortgaged real properties, each of the groups of cross-collateralized mortgage
loans, and each other group of related mortgage loans with the same borrower or
affiliated borrowers, that will represent at least 2% of the initial mortgage
pool balance.
INDIVIDUAL LOANS, CROSSED LOAN GROUPS OR RELATED LOAN GROUPS
REPRESENTING GREATER THAN 2% OF THE INITIAL MORTGAGE POOL BALANCE
<TABLE>
<CAPTION>
TOTAL CUT-OFF % OF INITIAL MORTGAGE
LOAN/PROPERTY NAME RELATIONSHIP DATE PRINCIPAL BALANCE POOL BALANCE
------------------ ------------------ ---------------------- ---------------------
<S> <C> <C> <C>
NORTHPOINTE PLAZA............... Individual Loan $31,483,555 4.01%
1615 POYDRAS STREET............. Individual Loan $29,159,803 3.72%
WEHBA PORTFOLIO................. Related Loan Group $29,462,816 3.75%
Distribution Services Limited
Medical Mutual of Ohio Office
Building-Toledo
Medical Mutual of Ohio Office
Building-Beachwood
HOWLAND PORTFOLIO............... Related Loan Group $27,446,274 3.50%
375 Ballardvale Street
377 Ballardvale & 315 New
Boston Portfolio (Multiple-
Property Loan)
155 West Street
10 Jewel Drive
14 Jewel Drive
87 Concord & 7 Lopez Portfolio
(Multiple-Property Loan)
KOLBER PORTFOLIO................ Related Loan Group $25,084,840 3.20%
Bayshore Executive Plaza
250 Plaza Office Building
Park Square Court
DIPLOMAT CENTRE Individual Loan $19,280,819 2.46%
WESTERN PLAZA II SHOPPING
CENTER........................ Individual Loan $19,063,254 2.43%
METATEC BUILDING................ Individual Loan $18,874,391 2.41%
RED LION SHOPPING CENTER........ Individual Loan $16,949,946 2.16%
</TABLE>
---------------
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<PAGE> 64
The respective mortgage loans secured by the Medical Mutual of Ohio Office
Building-Toledo and Medical Mutual of Ohio Office Building-Beachwood are
cross-defaulted and cross-collateralized.
TERMS AND CONDITIONS OF THE MORTGAGE LOANS
Due Dates. Subject, in some cases, to next business day conventions, 192
of the mortgage loans that we intend to include in the trust, representing
99.60% of the initial mortgage of balance, provide for scheduled payments of
principal and/or interest to be due on the first day of each month, and one of
the mortgage loans that we intend to include in the trust, representing 0.40% of
the initial mortgage of balance, provides for scheduled payments of principal
and/or interest to be due on the fifth day of each month.
Mortgage Rates; Calculations of Interest. In general, each of the
mortgage loans that we intend to include in the trust bears interest at a
mortgage interest rate that, in the absence of default, is fixed until maturity.
However, as described under "--ARD Loans" below, each of the ARD Loans will
accrue interest after its anticipated repayment date at a rate that is in excess
of its mortgage interest rate prior to that date.
The current mortgage interest rate for each of the mortgage loans that we
intend to include in the trust is shown on Annex A-1 to this prospectus
supplement. As of the cut-off date, those mortgage interest rates ranged from
6.750% per annum to 9.400% per annum, and the weighted average mortgage interest
rate for the mortgage loans was 8.298%.
Except for ARD Loans that remain outstanding past their respective
anticipated repayment dates, none of the mortgage loans that we intend to
include in the trust provides for negative amortization or for the deferral of
interest.
Each of the pooled mortgage loans will accrue interest on the basis of one
of the following conventions:
- the actual number of days elapsed during each one-month accrual period in
a year assumed to consist of 360 days; or
- a 360-day year consisting of twelve 30-day months.
The table below shows the number of, and percentage of initial mortgage
pool balance represented by, pooled mortgage loans that will accrue interest
based on each of the foregoing conventions.
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<PAGE> 65
ACCRUAL TYPE
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------
NUMBER OF TOTAL CUT-OFF % OF INITIAL MAXIMUM MORTGAGE STATED
MORTGAGE DATE PRINCIPAL MORTGAGE CUT-OFF DATE INTEREST REMAINING
ACCRUAL TYPE LOANS BALANCE POOL BALANCE PRINCIPAL BALANCE RATE TERM (MO.)
------------ --------- -------------- --------------------- ----------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Actual/360 Basis..... 177 $765,902,710 97.61% $31,483,555 8.318% 115
30/360 Basis......... 16 18,775,968 2.39 1,877,073 7.488 166
--- ------------ ------ ----- ---
Totals/Wtd.
Avg. .......... 193 $784,678,678 100.00% 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
----------------------
CUT-OFF DATE
U/W NCF LTV
ACCRUAL TYPE DSCR RATIO
------------ ------- ------------
<S> <C> <C>
Actual/360 Basis..... 1.32x 71.44%
30/360 Basis......... 1.55 47.41
---- -----
Totals/Wtd.
Avg. .......... 1.32x 70.86%
==== =====
</TABLE>
Balloon Loans. One hundred sixty-three of the mortgage loans that we
intend to include in the trust, representing 83.25% of the initial mortgage pool
balance, are characterized by--
- an amortization schedule that is significantly longer than the actual
term of the mortgage loan, and
- a substantial payment, or balloon payment, being due with respect to the
mortgage loan on its stated maturity date.
Each of these balloon mortgage loans provides for some amortization prior
to maturity.
ARD Loans. Nine of the mortgage loans that we intend to include in the
trust, representing 12.89% of the initial mortgage pool balance, are
characterized by the following features--
- A maturity date that is generally 25 to 30 years following origination.
- The designation of an anticipated repayment date that is generally 10-15
years following origination. The anticipated repayment date for each of
the ARD Loans is listed on Annex A-1 to this prospectus supplement.
- The ability of the related borrower to prepay the mortgage loan, without
restriction, including without any obligation to pay a prepayment premium
or a yield maintenance charge, at any time on or after a date that is
generally on, or up to four months prior to, the related anticipated
repayment date.
- Until its anticipated repayment date, the calculation of interest at its
initial mortgage interest rate.
- From and after its anticipated repayment date, the accrual of interest at
a revised annual rate that is equal to the sum of--
1. its initial mortgage interest rate, plus
2. a specified margin.
- The deferral of any additional interest accrued with respect to the
mortgage loan from and after the related anticipated repayment date at
the difference between its revised mortgage interest rate and its initial
mortgage interest rate. This Post-ARD Additional Interest may, in some
cases, to the extent permitted by applicable law, compound at the new
revised mortgage interest rate. Any Post-
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ARD Additional Interest accrued with respect to the mortgage loan
following its anticipated repayment date will not be payable until the
entire principal balance of the mortgage loan has been paid in full.
- From and after its anticipated repayment date, the accelerated
amortization of the mortgage loan out of any monthly cash flow from the
corresponding mortgaged real property that remains after payment of the
applicable monthly debt service payments and permitted operating expenses
and capital expenditures and the funding of any required reserves. These
accelerated amortization payments and the Post-ARD Additional Interest
are considered separate from the monthly debt service payments due with
respect to the mortgage loan.
In the case of each of the ARD Loans that we intend to include in the
trust, the related borrower has either entered into a cash management agreement
or has agreed to enter into a cash management agreement on or prior to the
related anticipated repayment date if it has not previously done so. The related
borrower or the manager of the corresponding mortgaged real property will be
required under the terms of that cash management agreement to deposit or cause
the deposit of all revenue from that property received after the related
anticipated repayment date into a designated account controlled by the lender
under the ARD Loan.
Fully Amortizing Loans. Twenty-one mortgage loans that we intend to
include in the trust, representing 3.86% of the initial mortgage pool balance,
are characterized by:
- an amortization schedule that is approximately equal to the actual term
of the mortgage loan; but
- none of the incentives to repayment on a date prior to maturity
associated with an ARD loan.
Amortization of Principal. The tables below show the indicated
information for the specified sub-groups of pooled mortgage loans.
MORTGAGE LOAN TYPE
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
NUMBER ---------------------
OF TOTAL CUT-OFF % OF INITIAL MAXIMUM MORTGAGE STATED
MORTGAGE DATE PRINCIPAL MORTGAGE CUT-OFF DATE INTEREST REMAINING
LOAN TYPE LOANS BALANCE POOL BALANCE PRINCIPAL BALANCE RATE TERM (MO.)
--------- --------- -------------- --------------------- ----------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balloon.............. 163 $653,263,947 83.25% $19,280,819 8.323% 114
ARD.................. 9 101,143,920 12.89 31,483,555 8.228 112
Fully Amortizing..... 21 30,270,810 3.86 3,155,510 7.995 185
--- ------------ ------ ----- ---
Totals/Wtd.
Avg. .......... 193 $784,678,678 100.00% 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
----------------------
CUT-OFF
U/W NCF DATE-
LOAN TYPE DSCR LTV RATIO
--------- ------- ------------
<S> <C> <C>
Balloon.............. 1.33x 71.39%
ARD.................. 1.28 71.49
Fully Amortizing..... 1.40 57.33
---- -----
Totals/Wtd.
Avg. .......... 1.32x 70.86%
==== =====
</TABLE>
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LOAN TERM, AMORTIZATION TERM AND SEASONING BY MORTGAGE LOAN TYPE
<TABLE>
<CAPTION>
% OF ORIGINAL CALCULATED REMAINING CALCULATED
NUMBER TOTAL INITIAL TERM TO ORIGINAL TERM TO REMAINING
OF CUT-OFF DATE MORTGAGE MATURITY/ AMORTIZATION MATURITY/ AMORTIZATION
MORTGAGE PRINCIPAL POOL ARD TERM SEASONING ARD TERM
LOAN TYPE LOANS BALANCE BALANCE (MONTHS) (MONTHS) (MONTHS) (MONTHS) (MONTHS)
--------- -------- ------------ -------- --------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balloon Loan............. 163 $653,263,947 83.25%
Minimum................ 60 180 1 55 168
Maximum................ 240 360 25 218 359
Wtd. Avg. ............. 121 351 8 114 343
ARD...................... 9 101,143,920 12.89
Minimum................ 120 300 1 107 297
Maximum................ 120 360 13 119 359
Wtd. Avg. ............. 120 359 8 112 351
Fully Amortizing......... 21 30,270,810 3.86
Minimum................ 120 120 4 99 99
Maximum................ 240 240 25 234 234
Wtd. Avg. ............. 201 200 15 185 185
--- ------------ ------ --- --- -- --- ---
Totals/Wtd. Avg. ........ 193 $784,678,678 100.00% 124 346 8 116 338
=== ============ ====== === === == === ===
</TABLE>
Voluntary Prepayment Provisions. One hundred thirty-three of the mortgage
loans that we intend to include in the trust, representing 87.98% of the initial
mortgage pool balance, provided as of the cut-off date for--
- a prepayment lock-out period or a prepayment lock-out/defeasance period
during which voluntary prepayments are prohibited, followed by
- an open prepayment period during which voluntary principal prepayments
may be made without any prepayment consideration.
Sixty of the mortgage loans that we intend to include in the trust,
representing 12.02% of the initial mortgage pool balance, provided as of the
cut-off date for--
- a prepayment lock-out period during which voluntary prepayments are
prohibited, followed by
- a prepayment consideration period during which any voluntary principal
prepayment must be accompanied by prepayment consideration, followed by
- an open prepayment period during which voluntary principal prepayments
may be made without any prepayment considerations.
The prepayment terms of each of the mortgage loans that we intend to
include in the trust are more particularly described in Annex A-1 to this
prospectus supplement.
Generally, the prepayment restrictions relating to each of the pooled
mortgage loans do not apply to prepayments arising out of a casualty or
condemnation of the corresponding mortgaged real property. In addition,
prepayments of this type are generally not required to be accompanied by any
prepayment consideration.
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The aggregate characteristics of the prepayment provisions of the pooled
mortgage loans will vary over time as--
- lock-out periods expire and mortgage loans enter periods during which
prepayment consideration may be required in connection with principal
prepayments and, thereafter, enter open prepayment periods, and
- mortgage loans are prepaid, repurchased or liquidated following a default
or as a result of a delinquency.
As described below under "--Defeasance Loans", 133 of the pooled mortgage
loans, representing 87.98% of the initial mortgage pool balance, will permit the
related borrower to obtain a full or partial release of the corresponding
mortgaged real property or properties from the related mortgage lien by
delivering U.S. government securities as substitute collateral. Except as
described below under "--Defeasance Loans", none of these mortgage loans will
permit defeasance prior to the second anniversary of the date of initial
issuance of the offered certificates.
Prepayment Lock-out and/or Defeasance Periods. All of the mortgage loans
that we intend to include in the trust provide for prepayment lock-out and/or
defeasance periods as of the cut-off date. For these mortgage loans--
- the maximum remaining prepayment lock-out and/or defeasance period as of
that date, is 233 months,
- the minimum remaining prepayment lock-out and/or defeasance period as of
that date, is ten months, and
- the weighted average remaining prepayment lock-out and/or defeasance
period as of that date, is 104 months.
Prepayment Consideration. Sixty of the mortgage loans that we intend to
include in the trust, representing 12.02% of the initial mortgage pool balance,
provide for the payment of prepayment consideration in connection with a
voluntary prepayment during part of the loan term, commencing at the expiration
of an initial prepayment lock-out period. That prepayment consideration is
calculated:
- on the basis of a yield maintenance formula that is, in some cases,
subject to a minimum prepayment premium equal to a specified percentage
of the principal amount prepaid; or
- as a percentage, which may decline over time, of the amount prepaid; or
- as a combination of these two methods.
Prepayment premiums and yield maintenance charges received on the pooled
mortgage loans, whether in connection with voluntary or involuntary prepayments,
will be allocated and paid to the persons, in the amounts and in accordance with
the priorities described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this prospectus supplement. Limitations may exist under applicable
state law on the enforceability of the provisions of the pooled mortgage loans
that require payment of prepayment premiums and yield
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maintenance charges. Neither we nor any of the underwriters makes any
representation or warranty as to the collectability of any prepayment premium or
yield maintenance charge with respect to any of those mortgage loans. See
"Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on
Prepayments" in the accompanying prospectus.
Due-on-Sale and Due-on-Encumbrance Provisions. All of the mortgage loans
that we intend to include in the trust contain both a due-on-sale clause and a
due-on-encumbrance clause. In general, except for the permitted transfers
discussed in the next paragraph, these clauses either--
- permit the holder of the related mortgage to accelerate the maturity of
the mortgage loan if the borrower sells or otherwise transfers or
encumbers the corresponding mortgaged real property, or
- prohibit the borrower from doing so without the consent of the holder of
the mortgage.
See "Description of the Agreements--Due-on-Sale and Due-on-Encumbrance
Provisions" and "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and
Due-on-Encumbrance Provisions" in the accompanying prospectus.
All of the mortgage loans that we intend to include in the trust permit one
or more of the following types of transfers:
- transfers of the corresponding mortgaged real property or of ownership
interests in the related borrower if specified conditions are satisfied,
which conditions normally include the reasonable acceptability of the
transferee to the lender;
- a transfer of the corresponding mortgaged real property or of ownership
interests in the related borrower to a person that is affiliated with or
otherwise related to the borrower;
- transfers of the corresponding mortgaged real property or of ownership
interests in the related borrower to specified entities or types of
entities;
- transfers of ownership interests in the related borrower for
estate-planning purposes; or
- transfers of non-controlling ownership interests in the related borrower.
Defeasance Loans. One hundred thirty-three of the mortgage loans that we
intend to include in the trust, representing 87.98% of the initial mortgage pool
balance, permit the borrower to deliver U.S. government securities as substitute
collateral.
Each of these mortgage loans permits the related borrower, during specified
periods and subject to specified conditions, to pledge to the holder of the
mortgage loan the requisite amount of direct, non-callable U.S. government
securities and obtain a full or partial release of the mortgaged real property
or properties. In general, the U.S.
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government securities that are to be delivered in connection with the defeasance
of any mortgage loan must provide for a series of payments that--
- will be made prior, but as closely as possible, to all successive due
dates through and including the maturity date, and
- will, in the case of each due date, be in a total amount equal to or
greater than the monthly debt service payment, including any applicable
balloon payment, scheduled to be due on that date, with any excess to be
returned to the related borrower.
For purposes of determining the defeasance collateral for an ARD Loan,
however, that mortgage loan will be treated as if a balloon payment is due on
its anticipated repayment date.
If fewer than all of the mortgaged real properties securing any particular
mortgage loan or group of cross-collateralized mortgage loans are to be released
in connection with any defeasance, the requisite defeasance collateral will be
calculated based on the allocated loan amount for the properties to be released
and the portion of the monthly debt service payments attributable to that
allocated loan amount.
In connection with any delivery of defeasance collateral, the related
borrower will be required to deliver a security agreement granting the trust a
first priority security interest in the collateral.
No borrower will be permitted to defease the related mortgage loan prior to
the second anniversary of the date of initial issuance of the offered
certificates, with the following exceptions:
<TABLE>
<CAPTION>
PROPERTY NAME EARLIEST DEFEASANCE DATE
<S> <C>
Hampton Inn-Columbus October 1, 2001
Comfort Suites Hotel October 1, 2001
</TABLE>
The respective mortgage loans relating to the mortgaged real properties
identified in the foregoing table are each the primary asset of a single loan
REMIC. Salomon Brothers Realty Corp. has agreed that if the borrower with
respect to any of such mortgage loans gives notice of its election to defease
its related mortgage loan on or before the second anniversary of the initial
issuance of the offered certificates, Salomon Brothers Realty Corp. will
repurchase that mortgage loan at par plus accrued interest.
CTL LOANS
Three mortgage loans that we intend to include in the trust representing
0.99% of the initial mortgage pool balance, are CTL Loans.
The CTL Loans that we intend to include in the trust are scheduled to be
fully or substantially repaid from monthly rental payments made over the primary
term of the related Credit Tenant Lease. Each Credit Tenant Lease has a primary
lease term that expires no more than one month before the scheduled final
maturity date of the related loan.
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As more specifically identified on Annex A-2 to this prospectus supplement,
each Credit Tenant, its parent or a guarantor of the tenant's obligations under
the related Credit Tenant Lease is rated at least investment grade by one or
more nationally recognized statistical rating organizations.
As more specifically identified on Annex A-2 to this prospectus supplement,
each Credit Tenant Lease is a Double-Net Lease. Two of the Credit Tenant Leases,
those relating to the CVS-Dorchester and CVS-Murfreesboro properties, require
the landlord to perform common area or exterior maintenance, pay real estate
taxes and maintain casualty insurance. The Credit Tenant under these Credit
Tenant Leases is obligated to reimburse the landlord for the entire cost of
those items. In the case of the Credit Tenant Lease for the CVS-Dorchester
property, the landlord's obligations include common area maintenance related to
the condominium unit located adjacent to the related mortgaged real property,
which unit is not owned by the related borrower and is not included in the
mortgaged real property but is subject to maintenance and repair obligations and
assessments under the related condominium declaration. If the landlord were to
default in the performance of its specified obligations under the Credit Tenant
Lease and the Credit Tenant exercised its rights, there could be a disruption in
the stream of monthly rental payments available to pay principal and interest on
the CTL Loan. To mitigate that risk, the trust will have the benefit of monthly
escrows in amounts estimated by the related mortgage loan seller to be
sufficient to discharge such landlord obligation, if necessary. Under the Credit
Tenant Lease for the Eckerd-Gloversville property, the Credit Tenant is required
to perform exterior and interior maintenance, pay real estate taxes and maintain
the casualty insurance at its own expense.
Under two of the Credit Tenant Leases, those relating to the CVS-Dorchester
and CVS-Murfreesboro properties, the Credit Tenant must maintain the interior of
the premises, but the landlord must maintain the exterior and structural
portions of the building as well as the plumbing, pipes, tubes, conduits and
utility lines, leading to and from the building. Under the Credit Tenant Lease
for the Eckerd-Gloversville property, the Credit Tenant must maintain the
interior and exterior of the premises all building systems, but the landlord
must maintain the roof and structural portions of the building. If a landlord
fails to perform its obligations under a Credit Tenant Lease, and the Credit
Tenant exercises its cure rights and offsets rent, there could be a disruption
in the stream of monthly rental payments available to pay principal and interest
on the Credit Tenant Loan. In each case, however, the trust would have the
benefit of monthly escrows in amounts estimated by the related mortgage loan
seller to be sufficient to discharge the landlord's obligations, if necessary.
Each CTL Loan provides that if the Credit Tenant defaults beyond its notice
and grace periods, then the holder of the related CTL Loan may require that the
borrower either terminate the Credit Tenant Lease or refrain from the exercise
of any of its rights under the lease. A default of this type would constitute a
default under the related CTL Loan, although in some cases, the related borrower
may possess cure rights.
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Certain lease termination rights and rent offset or abatement rights are
provided to the Credit Tenants in the Credit Tenant Leases in the case a
condemnation; and certain rent abatement rights are provided to the Credit
Tenants in the Credit Tenant Leases in the case of a casualty.
Under each Credit Tenant Lease the landlord is required to diligently
restore the premises after a casualty or condemnation. In certain instances of
condemnation, the Credit Tenant may terminate the Credit Tenant Lease. The
Credit Tenant cannot terminate the Credit Tenant Lease in connection with a
casualty as long as the landlord is diligently restoring the premises, except in
the case of a casualty loss greater than one-third of replacement value
occurring in the last year of the Credit Tenant Lease for the
Eckerd-Gloversville property. Generally, the Credit Tenant can abate rent while
the landlord restores the premises. Accordingly, each CTL Loan requires the
related borrower to maintain not less than 12 months rent interruption insurance
with respect to potential abatement upon casualty, subject to customary
exclusions. The cost of the rent interruption insurance is to be paid by the
Credit Tenant, with the exception of the CVS-Dorchester property.
With respect to abatement or termination upon events of condemnation, but
not a casualty, the trust will have the benefit of a noncancellable lease
enhancement policy. A lease enhancement policy is an insurance policy that
provides for the insurer, subject to customary exclusions, to pay the loss of
rents to the master servicer on behalf of the trustee. In the case of a
termination of the Credit Tenant Lease, the "loss of rents" equals the
outstanding principal amount plus accrued interest on the related Credit Tenant
Loan. However, the insurer is not required to pay interest for a period greater
than 75 days past the date of the exercise of the termination right. In the case
of an abatement of rent under a Credit Tenant Lease, the "loss or rents" equals
the amount of the rent abatement, but does not cover rent abatement beyond the
expiration date of the initial term of the Credit Tenant Lease. The lease
enhancement insurer is Chubb Custom Insurance Company which, as of the cut-off
date, had a financial strength rating of "AAA" from Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. The insurer is not
required to pay amounts due under any CTL Loan other than principal and, subject
to the limitation above, accrued interest. Accordingly, it is not required to
pay any prepayment premium or yield maintenance charge due under the loan or any
amounts the borrower is obligated to pay under the loan to reimburse the master
servicer, the special servicer or the trustee for outstanding servicing
advances.
Each lease enhancement policy contains some exclusions from coverage,
including loss of rents arising from physical loss or damage from any cause, or
from an untenantable condition not resulting from condemnation.
At the end of the term of each Credit Tenant Lease, the Credit Tenant is
generally obligated to surrender the premises in good order and in the original
condition received by the Credit Tenant, except for ordinary wear and tear and
repairs required to be performed by the borrower.
We provide on Annex A-2 to this prospectus supplement additional
information regarding the CTL Loans that we intend to include in the trust.
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ADDITIONAL LOAN AND PROPERTY INFORMATION
Escrows and Reserves. One hundred seventy-four mortgage loans,
representing 90.74% of the initial mortgage pool balance, that are secured by
191 mortgaged real properties, provide for monthly escrows for real estate taxes
for those properties. One hundred fifty-nine mortgage loans, representing 81.27%
of the initial mortgage pool balance, that are secured by 176 mortgaged real
properties, currently provide for monthly escrows for property insurance for
those properties. For those mortgaged real properties where real estate taxes or
property insurance are not currently escrowed, it is typically the case that the
property is occupied by a single tenant who is responsible for paying real
estate taxes or insurance directly.
One hundred thirty-eight mortgage loans, representing 82.94% of the initial
mortgage pool balance and that are secured by 155 mortgaged real properties,
have an initial escrow deposit or an ongoing monthly deposit for replacement
reserves. Shown in Annex A-1 to this prospectus supplement is the amount of
funds deposited into the replacement reserves escrow account at loan origination
and the annualized monthly escrow deposit, if any. In some cases, the initial
deposit amount may have been funded with a letter of credit in lieu of a cash
deposit.
The monthly escrow deposit for replacement reserves used to determine the
annualized figure is the monthly escrow amount that was deposited for the month
of June 2000 or, in the case of the pooled mortgage loans originated by Paine
Webber Real Estate Securities, Inc., that was required to be deposited on a
monthly basis in accordance with the mortgage loan documents. There is no
assurance that this amount will continue to be escrowed in the future. In some
instances, the borrower may be released from its obligation to fund a monthly
replacement reserves escrow upon specified conditions being met, such as a
maximum escrow balance being attained, a certain date being reached, or a
certain tenant signing or extending its lease. Likewise, there may be cases
where, although there is currently no monthly escrow amount, one may be required
to be funded in the future, upon certain trigger events.
One hundred fifty-two mortgaged real properties, securing 81.68% of the
initial mortgage pool balance, are properties for which tenant improvements and
leasing commissions are applicable. Eighty-five of the mortgage loans, secured
by 98 mortgaged real properties and representing 73.83% of the total cut-off
date principal balance of loans secured by properties for which tenant
improvements and leasing commissions are applicable, provide for an initial
escrow deposit or an ongoing monthly deposit for tenant improvements and leasing
commissions. Shown in Annex A-1 to this prospectus supplement is the amount of
funds deposited for tenant improvements and leasing commissions at loan
origination and the annualized monthly escrow deposit, if any. In some cases,
the initial deposit amount may have been funded with a letter of credit in lieu
of a cash deposit.
The monthly escrow deposit for tenant improvements and leasing commissions
used to determine the annualized figure is the monthly escrow amount that was
deposited for the month of June 2000 or, in the case of the pooled mortgage
loans originated by Paine Webber Real Estate Securities, Inc., that was required
to be deposited on a monthly
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basis in accordance with the loan documents. There is no assurance that this
amount will continue to be escrowed in the future. In some instances, the
borrower may be released from its obligation to fund a monthly tenant
improvement and leasing commission escrow upon certain conditions being met,
such as a maximum escrow balance being attained, a certain date being reached,
or a certain tenant signing or extending its lease. Likewise, there may be cases
where although there is currently no monthly escrow amount, one may be required
to be funded in the future, upon certain trigger events.
Delinquencies. None of the mortgage loans that we intend to include in
the trust was as of the cut-off date, or has been at any time during the
12-month period preceding that date, more than 30 days delinquent with respect
to any monthly debt service payment.
Tenant Matters. Described and listed below are special considerations
regarding tenants at the mortgaged real properties securing the mortgage loans
that we intend to include in the trust--
- One hundred thirteen of the mortgaged real properties, securing 57.46% of
the initial mortgage pool balance, are, in each case, a commercial
property that is leased to one or more tenants that each occupy at least
25% or more of the net rentable area of the particular property. A number
of companies are major tenants at more than one of the mortgaged real
properties.
- Forty-four of the mortgaged real properties, securing 18.92% of the
initial mortgage pool balance, are commercial properties that are each
leased to a tenant that occupies all or substantially all of the
particular mortgaged property.
- There are several cases in which a particular entity is a tenant at more
than one of the mortgaged real properties, and although it may not be a
major tenant at any of those properties, it is significant to the success
of the properties.
- Three of the mortgaged real properties, securing 0.71% of the initial
mortgage pool balance, are multifamily rental properties that have
material concentrations of student tenants.
Ground Leases. Five of the mortgage loans that we intend to include in
the trust, representing 1.99% of the initial mortgage pool balance, are secured,
in whole or in material part, by a mortgage lien on the borrower's leasehold
interest in the corresponding mortgaged real property. In each case, the term of
the related ground lease, giving effect to all extension options, expires more
than ten years after the stated maturity of the related mortgage loan.
Furthermore, in all cases, the ground lessor has agreed to give the holder of
that mortgage loan notice of, and the right to cure, any default or breach by
the ground lessee. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure--Leasehold Considerations" in the accompanying prospectus.
Additional and Other Financing. In general, the underlying borrowers will
be obligated for trade payables and other operating liabilities and may, in
certain circumstances, have obtained, or be permitted to obtain, unsecured loans
from holders of beneficial interests in those borrowers and others. Such
unsecured indebtedness is not
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specifically described herein. Some of the underlying borrowers may incur
unsecured debt for any purpose, or a limited amount of unsecured debt for any
purpose, without violating their respective organizational documents or the
related loan documents. Some of the underlying borrowers may be contingently
obligated under reimbursement or similar agreements to letter of credit banks
issuing letters of credit for the benefit of the holder or the related mortgage
loan. Further, 59 of the mortgage loans that we intend to include in the trust,
representing 12.51% of the initial mortgage pool balance, are owned by borrowers
that are not considered to be special purpose entities and, accordingly, may
have indebtedness or other liabilities unrelated to the mortgaged real
properties securing the related pooled mortgage loans. Additional debt, in any
form, may cause a diversion of funds from property maintenance and increase the
likelihood that the borrower will become the subject of a bankruptcy proceeding.
See "Certain Legal Aspects of Mortgage Loans--Subordinate Financing" in the
accompanying prospectus.
In the case of one of the mortgage loans that we intend to include in the
trust, secured by the mortgaged real properties identified on Annex A-1 to this
prospectus supplement as the Paradise Palm Mobile Home Park, which loan
comprises 0.16% of the initial mortgage pool balance, the related mortgaged real
property is encumbered by a second mortgage debt in the initial principal amount
of $200,000. The second mortgage debt is subject to a subordination and
intercreditor agreement in favor of the holder of the related mortgage loan.
In the case of some of the mortgage loans that we intend to include in the
trust, one or more of the principals of a related borrower may have incurred
mezzanine debt. In addition, many of the mortgage loans that we intend to
include in the trust prohibit the principals of the related borrowers from
incurring mezzanine debt only to a limited extent. Mezzanine debt is debt that
is secured by the principal's ownership interest in the borrower. This type of
financing effectively reduces the indirect equity interest of any principal in
the corresponding mortgaged real property. In the case of one of the mortgage
loans, secured by the mortgaged real property identified on Annex A-1 to this
prospectus supplement as the Park Central Office Development, which loan
comprises 1.41% of the initial mortgage pool balance, two of the limited
partners of the related borrower, who are also shareholders of the general
partner of the related borrower, were permitted to obtain mezzanine debt
financing from three individuals in the amount of $1,350,000. The mezzanine debt
financed the acquisition from the three individuals of their partnership
interests in the related borrower and their stock in the general partner of the
related borrower. The mezzanine debt is secured by pledges of the partnership
interests and stock. The mezzanine borrowers and mezzanine lenders entered into
an amendment to the mezzanine financing documents, with the holder of the
related mortgage loan as an express third-party beneficiary, which amendment,
among other things, provides that the written approval of the holder of the
related mortgage loan is required as a condition to the exercise of the
mezzanine lenders' remedies and the resulting transfer of interests in the
related borrower. While the mezzanine lenders have no security interest in, or
rights to the related mortgaged real property, a default under the mezzanine
loan could cause a change of or disruption in the ownership and/or control of
the related borrower.
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Except as disclosed under this "--Additional and Other Financing"
subsection, we have not been able to confirm whether the respective borrowers
under the mortgage loans that we intend to include in the trust have any other
debt outstanding.
UNDERWRITING MATTERS
General. In connection with the origination of each of the mortgage loans
that we intend to include in the trust, the related originator of the mortgage
loan evaluated the corresponding mortgaged real property or properties in a
manner generally consistent with the standards described below.
Environmental Reports. A third-party environmental consultant prepared an
Environmental Report, or updated a previously prepared Environmental Report, for
all of the mortgaged real properties in the pool. In the case of 114 mortgaged
real properties, securing 59.99% of the initial mortgage pool balance those
Environmental Reports were prepared or updated during the 12-month period
preceding the cut-off date. In the case of 191 mortgaged real properties,
securing 95.66% of the initial mortgage pool balance and including the 93
properties referred to in the prior sentence, those Environmental Reports were
prepared or updated during the 24-month period preceding the cut-off date.
For five mortgaged real properties, securing 3.92% of the initial mortgage
pool balance, environmental insurance was obtained in addition to preparing or
updating an Environmental Report.
The above-described environmental investigation identified various adverse
or potentially adverse environmental conditions at some of the mortgaged real
properties. In many cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint and/or radon. Where these
substances were present, and depending upon the condition of the substances, the
environmental consultant generally recommended, and the owner of the property
was generally required to:
- establish an operation and maintenance plan to address the issue, or
- provide for an abatement or removal program.
For some residential properties at which the consultant identified the
potential or actual presence of lead in drinking water at levels greater than
the United States Environmental Protection Agency recommended action level, the
consultant recommended that the residents be notified of the appropriate
precautions to take. That notification was provided.
For some commercial or industrial properties in areas of the country
believed to have high levels of radon, the consultant recommended testing for
radon. Because radon is typically more of a concern in residential than
commercial or industrial properties, such sampling was not always performed.
Sampling for radon was generally conducted only with respect to multifamily
properties located in areas of the country believed to have high levels of
radon. In several cases where elevated levels of radon were detected, the
consultant recommended re-testing or an abatement system.
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In other cases, where the environmental consultant recommended specific
remediation of an adverse environmental condition, the related originator of the
mortgage loan in substantially all cases required the related borrower either:
- to carry out the specific remedial measures prior to closing; or
- to carry out the specific remedial measures post-closing and either--
1. deposit with the lender a cash reserve in an amount equal to 100% to
125% of the estimated cost to complete the remedial measures, or
2. provide environmental insurance.
There can be no assurance that the post-closing obligations or the
recommended corrective measures have, in all cases, been or will continue to be
implemented, or that the cost of implementing them will not exceed the estimate.
If any adverse environmental conditions are not properly addressed or monitored
and maintained over time by the related borrower, it could result in a
significant loss or environmental liability for the trust.
In a few cases, residual contamination does or will remain at a mortgaged
real property after remedial action is performed. While the presence of this
residual contamination may be acceptable today, there can be no assurance that
future legal requirements, prospective purchasers or future owners will not
require additional cleanup.
In a few cases, the environmental consultant did not recommend that any
remedial action be taken with respect to an actual or potential adverse
environmental condition at a mortgaged real property because the responsible
party or parties with respect to that condition had already been identified.
However, there can be no assurance that the responsible party or parties, in
each case, are financially able or will actually correct the problem. In some of
these cases, the responsible party or parties have installed monitoring wells on
the mortgaged real property and/or need access to the mortgaged real property to
collect samples or perform remedial action.
In some cases, the Environmental Report for a mortgaged real property
identified actual or potential environmental problems at nearby properties,
including some mortgaged real properties in proximity to federal or state
superfund sites, and spills of hazardous materials and leaking underground
storage tanks at sites near other mortgaged real properties. The relevant
Environmental Reports indicated, however, that--
- the person or persons responsible for remediation had been identified,
- the subject mortgaged real property had not been affected or had been
minimally affected,
- the potential for the problem to affect the subject mortgaged real
property was limited,
- no evidence suggested adverse environmental impact to the subject
mortgaged real property, or
- environmental insurance was obtained.
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In those cases where the person or persons responsible for remediation had been
identified, there can be no assurance that such person or persons, in each case,
are financially able or will actually correct the problem. Additionally, even
where no evidence suggests any adverse environment impact to a mortgaged real
property, in the absence of groundwater data it was unknown whether
contamination existed.
For some sites, the environmental consultant stated that the mortgaged real
property was in an area subject to legal protections for wetlands, which can
restrict or otherwise regulate future development.
The information contained in this prospectus supplement regarding
environmental conditions at the mortgaged real properties is based on the
environmental site assessments referred to in this "--Environmental Reports"
subsection and has not been independently verified by--
- us,
- any of the mortgage loan sellers,
- any of the underwriters,
- the master servicer,
- the special servicer,
- the trustee, or
- the affiliates of any of these parties.
There can be no assurance that the environmental assessments or studies, as
applicable, identified all environmental conditions and risks at, or that any
environmental conditions will not have a material adverse effect on the value of
or cash flow from, one or more of the mortgaged real properties or will not
result in a claim for damages by a party injured by the condition.
The pooling and servicing agreement requires that the special servicer
obtain an environmental site assessment of a mortgaged real property prior to
acquiring title to the property or assuming its operation. This requirement
precludes enforcement of the security for the related mortgage loan until a
satisfactory environmental site assessment is obtained or until any required
remedial action is taken. In addition, there can be no assurance that the
requirements of the pooling and servicing agreement will effectively insulate
the trust from potential liability for a materially adverse environmental
condition at any mortgaged real property.
Environmental Insurance. In the case of five mortgaged properties,
securing 3.92% of the initial mortgage pool balance, the related mortgage loan
seller has obtained or is obtaining, or has or will have the benefit of, and
there will be assigned to the trust, an impaired property policy covering select
environmental matters. In each of those cases, the environmental policy is an
individual policy that insures only the related mortgaged real property.
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The premium for each of the environmental policies has been or, as of the
date of initial issuance of the series 2000-C2 certificates, will be, paid in
full.
In the case of two mortgage loans, secured by the mortgaged real properties
identified on Annex A-1 to this prospectus supplement as Burke Village Center
and Deere Road Warehouse Buildings, which together secure 0.71% of the initial
mortgage pool balance, each individual insurance policy provides coverage for
the following losses, subject to the applicable deductibles and coverage limits
discussed below, and further subject to the policy's conditions and exclusions:
- if during the term of the policy, the borrower defaults under its
mortgage loan and adverse environmental conditions exist at levels above
legal limits on the related mortgaged real property, the insurer will
indemnify the insured for the outstanding principal balance of the
subject mortgage loan on the date of default, together with accrued
interest from the date of default until the date that the outstanding
principal balance is paid;
- if the insured becomes legally obligated to pay as a result of a claim
first made against the insured and reported to the insurer during the
term of the policy, for bodily injury, property damage or clean-up costs
resulting from adverse environmental conditions on or emanating from the
related mortgaged real property, the insurer will defend against and pay
that claim; and
- if the insured enforces the related mortgage instrument, the insurer will
thereafter pay legally required clean-up costs for adverse environmental
conditions at levels above legal limits which exist on or under the
acquired mortgaged real property, provided that the insured reported
those conditions to the government in accordance with applicable law.
Each policy requires that the insured report a claim soon after certain
events.
The policies do not provide coverage for the following, in addition to
other excluded matters:
- claims arising from pollution on the subject property that was known to
the insured, but not reported to the insurer, as of the time the policy
was issued; or
- claims arising out of conditions involving lead-based paint or asbestos.
The environmental policy for the Burke Village Center property:
- has a policy period that runs from March 14, 2000 to March 14, 2013;
- provides for a per loss limit of $2.7 million and a total limit on
liability of $2.7 million;
- has a deductible of $10,000 per loss; and
- has been issued by Commerce and Industry Insurance Company.
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The environmental policy for the Deere Road Warehouse Buildings property:
- has a policy period that runs from February 24, 2000 to February 24,
2013;
- provides for a per loss limit of $3.04 million and a total limit on
liability of $3.04 million;
- has a deductible of $10,000 per loss; and
- has been issued by Commerce and Industry Insurance Company.
In the case of one mortgaged real property identified on Annex A-1 to this
prospectus supplement as Kmart Plaza, which secures 1.10% of the initial
mortgage pool balance, an environmental policy has been obtained with the same
general terms and conditions as the policies described above. The environmental
policy for the Kmart Plaza property:
- has a policy period that runs for 13 years;
- provides for a per loss limit of $8.61 million and a total limit on
liability of $8.61 million;
- has no deductible; and
- has been issued by Commerce and Industry Insurance Company.
In the case of one mortgaged real property identified on Annex A-1 to this
prospectus supplement as One Centennial Drive, which secures 0.24% of the
initial mortgage pool balance, an insurance policy provides coverage for the
following losses, subject to the applicable deductibles and coverage limits
discussed below, and further subject to the policy's conditions and exclusions:
- if during the term of the policy, the borrower defaults under its
mortgage loan and adverse environmental conditions exist at levels above
legal limits on the related mortgaged real property, the insurer will
indemnify the insured for the outstanding principal balance of the
subject mortgage loan on the date of default, together with accrued
interest from the date the loss is reported to the insurer or from the
date the insured's ownership of the policy is verified by the insurer,
whichever is later, until the date that the outstanding principal balance
is paid;
- if the insured becomes legally obligated to pay as a result of a claim
first made against the insured and reported to the insurer during the
term of the policy, for bodily injury, property damage or clean-up costs
resulting from adverse environmental conditions on or emanating from the
related mortgaged real property, the insurer will defend against and pay
that claim; and
- the insurer will pay on behalf of the insured legally required clean-up
costs for adverse environmental conditions at levels above legal limits
which exist on or under the related mortgaged real property, if they are
incurred solely because the insured first became aware of the adverse
environmental conditions during the policy period, provided those
conditions have been reported to the government in accordance with law.
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The environmental policy for One Centennial Drive requires that the insured
report a claim during the policy's term or within a very short period
thereafter, and soon after certain events. Furthermore, that policy does not
provide coverage for the following, in addition to other excluded matters:
- claims arising from pollution on the subject property that was known to
the insured, but not reported to the insurer, as of the time the policy
was issued; or
- claims arising out of conditions involving lead-based paint or asbestos.
The environmental policy for One Centennial Drive:
- has a policy period that runs from December 10, 1999 to December 10,
2014;
- provides for a per loss limit of $1.925 million and a total limit on
liability of $1.925 million;
- has a deductible of $25,000 per loss; and
- has been issued by Commerce and Industry Insurance Company.
In the case of the mortgaged real property indentified on Annex A-1 to this
prospectus supplement as Medical Mutual of Ohio Office Building-Toledo, which
secures 1.87% of the initial mortgage pool balance, an environmental insurance
policy was obtained. The policy--
- has a policy period that runs from March 27, 2000 to April 1, 2015,
- provides for a per loss limit of $18,380,000 and a total limit of
liability of $18,380,000,
- has no deductible amount under the policy, and
- has been issued by American International Specialty Lines Insurance
Company.
The environmental policy for the Medical Mutual of Ohio Office
Building-Toledo provides coverage for the following losses, subject to the
applicable deductibles and coverage limits discussed below, and further subject
to the policy's conditions and exclusions:
- if during the policy period and prior to foreclosure, the borrower
defaults under its commercial real estate loan, and there are pollution
conditions on, under, or emanating from the related underlying mortgaged
real property, the insurer will indemnify the insured for loss up to the
outstanding balance of principal and interest on the loan, including
penalties and fees arising from the default, plus advances for property
protection expenses not to exceed 10% of the outstanding balance;
- if the insured becomes legally obligated to pay as a result of claims
first made against the insured and reported to the insurer in writing
during the policy period, for bodily injury, property damage, or clean-up
costs resulting from pollution conditions on, under, or emanating from an
insured property, the insurer will pay those costs, including
investigation and defense costs, except that the insurer's
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duty to defend or continue defending any such claim ceases once the
applicable limit of coverage has been exhausted; and
- if after foreclosure, clean-up costs are sustained because there are
pollution conditions on, under, or emanating from the insured property
during the policy period, the insurer will pay those clean-up costs,
provided that where required, those pollution conditions have been
reported by the insured to the appropriate governmental agency in
compliance with applicable environmental laws, in effect as of the date
of discovery.
The environmental policy for the Medical Mutual Mutual of Ohio Office
Building-Toledo property does not provide coverage for the following, in
addition to other excluded matters:
- loss arising from pollution conditions existing prior to the effective
date of coverage for an insured property, and not otherwise specifically
excluded by endorsement to this policy, if as of that date the insured
knew that those pollution conditions could give rise to a loss under this
policy and failed to disclose those pollution conditions to the insurer,
or the insurer did not otherwise learn of those pollution conditions from
engineering reports, environmental spreadsheets, the secured creditor
impaired property questionnaire, or other technical reports the insured
obtained independently;
- loss arising from the presence of asbestos or any asbestos-containing
materials installed in or on any building or structure; and
- loss arising from the presence of lead-based paint applied to any real or
personal property on or under an insured property.
Property Condition Assessments. All of the mortgaged real properties
securing mortgage loans in the mortgage pool were inspected by professional
engineers or architects. One hundred ninety-one of the mortgaged real
properties, securing 96.23% of the initial mortgage pool balance, were inspected
during the 24-month period preceding the cut-off date. One hundred fourteen of
the mortgaged real properties, securing 61.73% of the initial mortgage pool
balance, were inspected during the 12-month period preceding the cut-off date.
These inspections included an assessment of the mortgaged real properties'
exterior walls, roofing, interior construction, mechanical and electrical
systems and general condition of the site, buildings and other improvements
located at each of the mortgaged real properties.
The inspections identified various deferred maintenance items and necessary
capital improvements at some of the mortgaged real properties. The resulting
inspection reports generally included an estimate of cost for any recommended
repairs or replacements at a mortgaged real property. When material repairs or
replacements were recommended, the related borrower was required--
- to carry out necessary repairs or replacements, and
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- in some instances, to establish reserves, generally in the amount of 125%
of the cost estimated in the inspection report, to fund deferred
maintenance or replacement items that the reports characterized as in
need of prompt attention.
There can be no assurance that another inspector would not have discovered
additional material maintenance problems or risks, or arrived at different, and
perhaps significantly different, judgments regarding the problems and risks
disclosed by the respective inspection reports and the cost of corrective
action.
Appraisals and Market Studies. An independent appraiser prepared an
appraisal of each of the mortgaged real properties securing the mortgage loans
that we intend to include in the trust, in order to establish the approximate
value of the property. For 136 of the mortgaged properties, securing 66.69% of
the initial mortgage pool balance, an appraisal was prepared during the 12-month
period preceding the cut-off date. For 204 of the mortgaged real properties,
securing 98.23% of the initial mortgage pool balance and including the 136
properties referred to in the prior sentence, an appraisal was prepared during
the 24-month period preceding the cut-off date. Those appraisals are the basis
for the appraised values for the respective mortgaged real properties set forth
on Annex A-1 to this prospectus supplement.
Each of the appraisals referred to above represents the analysis and
opinions of the appraiser at or before the origination of the related mortgage
loan. The appraisals are not guarantees of, and may not be indicative of, the
present or future value of the subject mortgaged real property. There can be no
assurance that another appraiser would not have arrived at a different valuation
of any particular mortgaged real property, even if the appraiser used the same
general approach to, and the same method of, appraising that property. Neither
we nor any of the underwriters has confirmed the values of the respective
mortgaged properties in the appraisals referred to above.
In general, appraisals seek to establish the amount a typically motivated
buyer would pay a typically motivated seller. However, this amount could be
significantly higher than the amount obtained from the sale of a property under
a distress or liquidation sale.
In 188 cases, representing 96.13% of the initial mortgage pool balance,
either the appraisal upon which is based the appraised value for each mortgaged
real property shown on Annex A-1 to this prospectus supplement, or a separate
letter, contains a statement by the respective appraiser to the effect that the
appraisal guidelines set forth in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989 were followed in preparing that appraisal.
However, neither we nor any of the underwriters, the related mortgage loan
seller or the related originator has independently verified the accuracy of this
statement.
Zoning and Building Code Compliance. Each mortgage loan seller has, with
respect to its pooled mortgage loans, examined whether the use and operation of
the related mortgaged real properties were in material compliance with all
zoning and land-
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use ordinance, rules, regulations and orders applicable to those real properties
at the time of origination. The mortgage loan sellers may have considered--
- legal opinions or zoning consultant's reports,
- certifications from and/or discussions with government officials,
- information contained in appraisals, surveys and site plans,
- title insurance endorsements,
- representations by the related borrower contained in the related mortgage
loan documents, or
- property condition assessments undertaken by independent licensed
engineers,
in determining whether the mortgaged real properties were in compliance. No
mortgage loan seller has notice of any material existing violations with respect
to the mortgaged real properties securing its pooled mortgage loans, except as
may be noted as an express exception to the representations and warranties made
by the mortgage loan seller as of the date of the initial issuance of the
offered certificates.
In some cases, the use, operation or structure of a mortgaged real property
constitutes a permitted nonconforming use or structure. Generally, the
improvements on that mortgaged real property may not be rebuilt to their current
state in the event that those improvements are materially damaged or destroyed.
Generally, where a mortgaged real property constitutes a permitted nonconforming
use or structure and the improvements on the particular property may not be
rebuilt to their current specifications in the event of a major casualty, the
related mortgage loan seller has determined that one or more of the following
apply:
- the extent of the nonconformity is not material;
- sufficient insurance proceeds would be available to restore the mortgaged
real property in accordance with then-applicable requirements, and the
mortgaged real property, if permitted to be repaired or restored in
conformity with current law, would be adequate security for the related
mortgage loan;
- the risk that the mortgaged real property would suffer a material
casualty of a magnitude that applicable ordinances would require
conformity with current requirements, is remote; and/or
- the insurance proceeds together with the value of the remaining property
would be sufficient to pay the loan.
There is no assurance, however, that the conclusions of any of the mortgage
loan sellers in this regard are correct, or that the above determinations were
made in each and every case.
Hazard, Liability and Other Insurance. Although exceptions exist, the
loan documents for each of the mortgage loans we intend to include in the trust
generally
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require the related borrower to maintain with respect to the corresponding
mortgaged real property the following insurance coverage:
- except in the case of mobile home parks, hazard insurance in an amount,
subject to a customary deductible, that is at least equal to the lesser
of--
1. the outstanding principal balance of the mortgage loan, and
2. the full insurable replacement cost of the improvements located on
the insured property,
- if any portion of the property was in an area identified in the federal
register by the Flood Emergency Management Agency as having special flood
hazards, flood insurance meeting the requirements of the Federal
Insurance Administration guidelines in an amount that is equal to the
least of:
1. the outstanding principal balance of the related mortgage loan;
2. the full insurable value of the insured property; and
3. the maximum amount of insurance available under the National Flood
Insurance Act of 1968;
- comprehensive general liability insurance against claims for personal and
bodily injury, death or property damage occurring on, in or about the
insured property, in an amount customarily required by institutional
lenders; and
- business interruption or rent loss insurance either in an amount not less
than 100% of the projected rental income or revenue from the insured
property for at least six months or, alternatively, in an amount as may
be required by the lender.
The insurance policies for the mortgaged real properties identified on
Annex A-1 to this prospectus supplement as Greenway Village Shopping Center,
Bloomfield Center, Plaza Northwest Shopping Center, The Village Apartments and
Kings Kourt Apartments, include co-insurance clauses.
In general, the mortgaged real properties for the mortgage loans that we
intend to include in the trust, including those properties located in
California, are not insured against earthquake risks. Fifty-three of the
mortgaged real properties, securing 19.38% of the initial mortgage pool balance,
are located in seismic zones 3 and 4, which are areas that are considered to
have a high earthquake risk. For 46 of these properties, securing 18.14% of the
initial mortgage pool balance, either a third-party consultant conducted seismic
studies to assess the probable maximum loss for the property or earthquake
insurance was obtained. In general, these studies were performed in accordance
with generally accepted industry standard assumptions and methodologies. For
seven of these properties, securing 1.24% of the initial mortgage pool balance,
a third-party consultant did not conduct seismic studies to assess the probable
maximum loss for the property and earthquake insurance was not obtained.
With respect to the mortgaged properties for which seismic studies were
conducted, in most cases, when the resulting reports concluded that the subject
property was likely to experience a probable maximum loss in excess of 20% of
the estimated replacement
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cost of the improvements, the related originator required the borrower to obtain
earthquake insurance. However, for four of mortgaged properties for which
seismic studies were conducted, securing 0.74% of the initial mortgage pool
balance, earthquake insurance was not required although the probable maximum
loss was in excess of 20% of estimated replacement cost. Furthermore, because
the studies did not necessarily all use the same assumptions in assessing
probable maximum loss, it is possible that some of the mortgaged real properties
that were considered unlikely to experience a probable maximum loss in excess of
20% of estimated replacement cost might have been the subject of a higher
estimate had different assumptions been used.
SIGNIFICANT MORTGAGE LOANS
The Northpointe Plaza Loan. The Northpointe Plaza Loan has a cut-off date
principal balance of $31,483,555, which represents 4.01% of the initial mortgage
pool balance. The Northpointe Plaza Loan is secured by an anchored retail
shopping center known as Northpointe Plaza, located in Spokane, Washington. The
borrower under the Northpointe Plaza Loan is Northpointe Plaza, Inc., an
affiliate of Wesbild, Inc.
The Northpointe Plaza Loan is an ARD Loan and has an anticipated repayment
date of September 1, 2009. The Northpointe Plaza Loan accrues interest through
its anticipated repayment date at an interest rate of 7.80% per annum and
thereafter at an interest rate of 9.80% per annum. Interest accrues on the
Northpointe Plaza Loan on the basis of the actual number of days elapsed each
month in a year assumed to consist of 360 days. The Northpointe Plaza Loan may
not be voluntarily prepaid, in whole or in part, prior to the 60th day before
its anticipated repayment date. After the expiration of 24 months from the
issuance of the offered certificates, the borrower may obtain a release of the
Northpointe Plaza property from the lien of the underlying mortgage through a
defeasance of the Northpointe Plaza Loan. The Northpointe Plaza Loan matures on
September 1, 2029.
The Northpointe Plaza is a 356,363 square foot anchored retail shopping
center that was built in 1993. The Appraised Value, determined as of May 4, 1999
is $42,000,000, which results in a Cut-off Date LTV Ratio of 74.96%. The
Underwritten Net Cash Flow for the Northpointe Plaza property is $3,475,893,
resulting an Underwritten NCF Debt Service Coverage Ratio of 1.27x.
Northpointe Plaza is managed by Wesbild Shopping Centers, Inc., an
affiliate of the borrower. The holder of the Northpointe Plaza Loan is entitled
to terminate the related management agreement upon the occurrence of an event of
default under the Northpointe Plaza Loan.
The borrower under the Northpointe Plaza Loan must cause all rents to be
deposited into a rent account pledged to the lender, from which the borrower may
make withdrawals until the earlier to occur of an event of default or the
related anticipated repayment date, after which the account may be placed under
the control of the lender. The Northpointe Plaza Loan requires a replacement
reserve escrow in the amount of $53,456 per year to be funded on a monthly basis
through the life of the Northpointe Plaza Loan. A reserve for tenant improvement
and leasing commissions in the annual
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amount of $152,750 is required to be funded on a monthly basis until the
execution of a renewal lease with T.J. Maxx, a significant tenant at Northpointe
Plaza, for a term of at least five years. Thereafter, the reserve is capped and
must be maintained at $458,250. A new tenant reserve escrow in the amount of
$3,000,000 was funded upon the closing of the Northpointe Plaza Loan and is to
be released upon the satisfaction of certain conditions, including the reletting
of premises formerly leased by Future Shop, Inc.
The Northpointe Plaza Loan provides for a right of sale or transfer of the
mortgaged real property upon assumption of the Northpointe Plaza Loan by the
transferee. As of the cut-off date, the Northpointe Plaza property may be under
contract for sale to a third-party purchaser, which sale will be contingent upon
the purchaser qualifying to assume the Northpointe Plaza Loan, and
representatives of such purchaser have submitted an assumption application. The
Northpointe Plaza Loan provides that the lender's consent to a transfer and
assumption shall not be unreasonably withheld provided that--
- the transferee assumes in writing the obligations of the borrower under
the Northpointe Plaza Loan documents,
- the transferee is a reputable person or entity of good character,
creditworthy and has a sufficient financial worth considering the
obligations assumed and undertaken,
- the transferee or its property manager has sufficient experience in the
ownership and management of properties similar to the Northpointe Plaza,
- the rating agencies confirm in writing that the transfer will not result
in a re-qualification, reduction or withdrawal of any rating initially
assigned or to be assigned in a secondary market transaction,
- the lender has received certain required payments, fees and
reimbursements in connection with the review and approval of the
transfer, and
- no event of default or event which with the giving of notice or passage
of time would constitute an event of default under the Northpointe Plaza
Loan has occurred and remains uncured.
Wehba Portfolio. The Wehba Portfolio consists of three related mortgage
loans with a total cut-off date principal balance of $29,462,816, representing
3.75% of the initial mortgage pool balance. The Medical Mutual of Ohio-Beachwood
Loan and Medical Mutual of Ohio-Toledo Loan are cross-defaulted and
cross-collateralized. The Distribution Services Ltd. Loan is not cross-defaulted
or cross-collateralized with either of these mortgage loans. The borrower under
each of the Distribution Services Ltd loan, the Medical Mutual of Ohio-Beachwood
Loan and the Medical Mutual of Ohio-Toledo Loan are ultimately owned by the
Bentley Forbes Group. Bentley Forbes Group is a privately held real estate
investment trust which specializes in single tenant investment and
sale-leaseback transactions. It had 1999 holdings of $580,000,000. The proceeds
of all three of these mortgage loans were used to finance a sale leaseback with
the single
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tenants. Mr. C. Frederick Wehba, II, president of the Bentley Forbes Group, is
the indemnitor for each of these mortgage loans.
Set forth below is a brief summary of the mortgage loans in the Wehba
Portfolio.
The Medical Mutual of Ohio-Toledo. The Medical Mutual of Ohio-Toledo Loan
has a cut-off date principal balance of $14,671,955, representing 1.87% of the
initial mortgage pool balance. The Medical Mutual of Ohio-Toledo Loan is secured
by a single tenant office building located in Toledo, Ohio. The borrower under
the Medical Mutual of Ohio Toledo Loan is MMTO, LLC.
The Medical Mutual of Ohio-Toledo Loan is a balloon loan which matures on
April 1, 2010. The Medical Mutual of Ohio-Toledo Loan accrues interest through
its maturity date at a mortgage interest rate of 8.62% per annum. Interest
accrues on the Medical Mutual of Ohio-Toledo Loan on the basis of the actual
number of days elapsed each month in a year assumed to consist of 360 days. The
Medical Mutual of Ohio-Toledo Loan may not be voluntarily prepaid, in whole or
in part, until three months prior to its maturity date. After the second
anniversary date of the initial issuance of the offered certificates, the
borrower may obtain a release of the mortgaged real property from the lien of
underlying mortgage through a defeasance of The Medical Mutual of Ohio-Toledo
Loan.
The Medical Mutual of Ohio-Toledo Loan is secured by a two and three-story
single tenant office building containing approximately 160,000 net rentable
square feet, a detached storage building containing approximately 7,350 square
feet and a 625 square foot garage. There is surface parking for 707 cars.
The property is entirely net leased to Medical Mutual of Ohio, Ohio's
oldest and largest health care insurer, which is rated BB(pi) by Standard &
Poor's Ratings Service. The lease is for a term of 20 years, expiring in 2020,
with four 5-year renewal options. The tenant has no rights to terminate the
lease except in connection with a total condemnation or destruction or
substantial damage to the improvements during the last three years of the lease
term. Borrower deposited $481,250 at loan closing for completion of specified
capital improvements and repairs, including removal of two underground heating
oil tanks and retrofitting of one underground storage tank. Removal and
retrofitting has been completed and Borrower is awaiting final closure reports.
Borrower has provided a prepaid environmental insurance policy in the amount of
$18,380,000, which is 125% of the loan amount, with a 15 year term and no
deductible. Law and ordinance coverage is required for specified zoning
nonconformities. The Appraised Value, determined as of February 25, 2000, of the
mortgaged real property is $19,700,000, resulting in a Cut-off Date LTV Ratio of
74.48%. The Underwritten Net Cash Flow for the mortgaged real property is
$1,748,624, resulting in an Underwritten NCF Debt Service Coverage Ratio of
1.28x.
The Distribution Services Ltd. The Distribution Services Ltd. Loan has a
cut-off date principal balance of $9,700,591, representing 1.24% of the initial
mortgage pool balance. The Distribution Services Ltd. Loan is secured by a
single tenant industrial
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warehouse and distribution center located in Princeton, Indiana. The borrower
under the Distribution Services Ltd. Loan is DSLI, LLC.
The Distribution Services Ltd. Loan is a balloon loan which matures on
November 1, 2009. The Distribution Services Ltd. Loan accrues interest through
its maturity date at a mortgage interest rate of 8.17% per annum. Interest
accrues on the Distribution Services Ltd. Loan on the basis of the actual number
of days elapsed each month in a year assumed to consist of 360 days. The
Distribution Services Ltd. Loan may not be voluntarily prepaid, in whole or in
part, until three months prior to its maturity date. After the second
anniversary date of the initial issuance of the offered certificates, the
borrower may obtain a release of the mortgaged real property from the lien of
underlying mortgage through a defeasance of the Distribution Services Ltd. Loan.
The Distribution Services Ltd. Loan is secured by a single story industrial
warehouse and distribution center containing approximately 368,430 net rentable
square feet and surface parking for 275 cars. The property is leased to Network
Distribution, Inc. under a 15 year net lease expiring in 2014, with four 5-year
renewal options. The lease is guaranteed by the parent company, Distribution
Services, Ltd., a $26,200,000 international network logistics company. Pursuant
to the lease the tenant has the option of expanding the facility to an adjacent
15-acre parcel of the property currently part of the collateral. This expansion
would involve an acquisition by the tenant of that parcel and a release of the
parcel from the lien of the mortgage. The loan documents contemplate this
without any payment to principal. The release parcel was underwritten as being
immaterial. Tenant has no rights to terminate the lease except in connection
with a total condemnation or destruction or substantial damage to the
improvements during the last three years of the lease term. In the event of
substantial damage to, or destruction of, the improvements during the last three
years, tenant may also make a purchase offer at borrower's acquisition costs.
The Appraised Value, determined as of September 17, 1999, of the mortgaged real
property is $12,900,000, resulting in a Cut-off Date LTV Ratio of 75.20%. The
Underwritten Net Cash Flow for the mortgaged real property is $1,226,292,
resulting in an Underwritten NCF Debt Service Coverage Ratio of 1.41x.
The Medical Mutual of Ohio-Beachwood Loan. The Medical Mutual of Ohio-
Beachwood Loan has a cut-off date principal balance of $5,090,270, representing
0.65% of the initial mortgage pool balance. The Medical Mutual of Ohio-Beachwood
Loan is secured by a single tenant office building located in Beachwood, Ohio, a
suburb of Cleveland. The borrower under the Medical Mutual of Ohio-Beachwood
Loan is MMBO, LLC.
The Medical Mutual of Ohio-Beachwood Loan is a balloon loan which matures
on April 1, 2010. The Medical Mutual of Ohio-Beachwood Loan accrues interest
through its maturity date at a mortgage interest rate of 8.62% per annum.
Interest accrues on the Medical Mutual of Ohio-Beachwood Loan on the basis of
the actual number of days elapsed each month in a year assumed to consist of 360
days. The Medical Mutual of Ohio-Beachwood Loan may not be voluntarily prepaid,
in whole or in part, until three months prior to its maturity date. After the
second anniversary date of the initial
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issuance of the offered certificates, the borrower may obtain a release of the
mortgaged real property from the lien of underlying mortgage through a
defeasance of The Medical Mutual of Ohio-Beachwood Loan.
The Medical Mutual of Ohio-Beachwood Loan is secured by a two-story single
tenant office building containing approximately 51,000 net rentable square feet
and 185 surface parking spaces. The lease is for a term of 20 years (expiring in
2020) with four 5-year renewal options. Tenant has no rights to terminate the
lease except in connection with a total condemnation or destruction or
substantial damage to the improvements during the last three years of the lease
term. In the event of substantial damage to, or destruction of, the improvements
during the last three years, tenant may also make a purchase offer at borrower's
acquisition costs. Law and ordinance coverage is required for zoning
nonconformities. The Appraised Value, determined as of February 25, 2000, of the
mortgaged real property is $6,800,000, resulting in a Cut-off Date LTV Ratio of
74.86%. The Underwritten Net Cash Flow for the mortgaged real property is
$633,436, resulting in an Underwritten NCF Debt Service Coverage Ratio of 1.33x.
The 1615 Poydras Street Loan. The 1615 Poydras Street Loan has a cut-off
date principal balance of $29,159,803, representing 3.72% of the initial
mortgage pool balance. The 1615 Poydras Street Loan is secured by an office
building located at 1615 Poydras Street, New Orleans, Louisiana. The borrower
under the 1615 Poydras Street Loan is Poydras, L.L.C.
The 1615 Poydras Street Loan is an ARD Loan and has an anticipated
repayment date of May 1, 2010. The 1615 Poydras Street Loan accrues interest
through its anticipated repayment date at an interest rate of 8.45% per annum
and thereafter at an interest rate of 10.45% per annum. Interest accrues on the
1615 Poydras Street Loan on the basis of the actual number of days elapsed each
month in a year assumed to consist of 360 days. The 1615 Poydras Street Loan may
not be voluntarily prepaid, in whole or in part, prior to its anticipated
repayment date. After April 7, 2004, the borrower may obtain a release of the
mortgaged real property from the lien of the underlying mortgage through a
defeasance of the 1615 Poydras Street Loan. The 1615 Poydras Street Loan matures
on May 1, 2030.
The 1615 Poydras Street property consists of 1.259 acres located in New
Orleans, Louisiana and is improved by a 23-story 501,741 square foot office
building built in 1984 and renovated during 1995. The improvements on the
property also include a six-level parking garage with space for 390 vehicles.
The 1615 Poydras Street property is located in the New Orleans Central Business
District, southwest of the French Quarter and in close proximity to various
hotels, restaurants, shopping centers and the Louisiana Superdome. Primary
access to and from the area is provided by Highway 90/ Interstate 10. The
largest lease is to FM Services Company, which leases 309,821 square feet or
approximately 62% of the building under a lease expiring April 30, 2007. The FM
Services Company lease is guaranteed by two 50% several lease guarantees
provided by Freeport-McMoran Copper & Gold Inc. and IMC Global Inc. The IMC
Global Inc. guaranty runs until 2004 whereupon it is replaced with a guaranty
from McMoran Exploration Co. The Appraised Value, determined as of February 9,
2000, of the 1615
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Poydras Street property is $51,000,000, which results in a Cut-off Date LTV
Ratio of 57.18%. The Underwritten Net Cash Flow for the 1615 Poydras Street
property is $3,520,643, resulting in an Underwritten NCF Debt Service Coverage
Ratio of 1.31x.
The borrower under the 1615 Poydras Street Loan must cause all rents from
the mortgaged real property to be deposited into a lockbox account that is under
the sole dominion and control of the lender. Prior to the anticipated repayment
date or the earlier occurrence of an event of default, excess cash deposits into
the lockbox account are transferred to the borrower. After the related
anticipated repayment date, cash flow is used for operating expenses and then to
prepay the outstanding mortgage loan balance.
There is an annual replacement/tenant improvements and leasing commissions
reserve escrow in the amount of $700,000 per year, which is funded on a monthly
basis throughout the life of the 1615 Poydras Street Loan. However, the maximum
amount the borrower is required to maintain in the reserve escrow is $5,000,000.
If the amount of the reserve escrow equals $5,000,000, the borrower is relieved
of the obligation of making monthly deposits until the amount of the reserve
escrow is less than $5,000,000.
Marc Realty, an affiliate of the borrower, manages the 1615 Poydras Street
property. The holder of the 1615 Poydras Street Loan is entitled to terminate
the related management agreement upon the occurrence of an event of default
under the 1615 Poydras Street Loan.
Howland Portfolio. The Howland Portfolio is a Related Mortgage Loan Group
with a total cut-off date principal balance of $27,446,274, representing 3.50%
of the initial mortgage pool balance. The Howland Portfolio is comprised of six
mortgage loans to borrowing entities with the same key principals, Michael J.
Howland and Lorraine Howland. These six mortgage loans are not
crossed-collateralized or crossed-defaulted. Two of the mortgage loans in the
Howland Portfolio are secured by multiple mortgaged real properties. The
respective mortgage loans in the Howland Portfolio are secured by a total of
eight mortgaged real properties located in Wilmington, Woburn and North Reading,
Massachusetts. All of the mortgaged real properties are located in the I-93
industrial corridor with access to Route I-93, Route I-95 and the Boston
metropolitan area. Set forth below is a brief summary of each of the six
mortgage loans comprising the Howland Portfolio, identified by the respective
property addresses.
375 Ballardvale Street. This mortgage loan has a cut-off date principal
balance of $7,888,749 and is secured by a single mortgaged real property. The
375 Ballardvale Street property consists of 14.8 acres located in Wilmington,
Massachusetts, is improved by a one-story 168,141 square foot industrial
building constructed in 1986, and has on-site parking for 285 vehicles. The
largest tenant, RPS, is a subsidiary of Federal Express and occupies
approximately 57% of the space under a lease expiring May 31, 2007. The
Appraised Value, determined as of July 2, 1999, of the 375 Ballardvale Street
property is $9,900,000, which results in Cut-off Date LTV Ratio of 79.68%. The
Underwritten Net Cash Flow for the 375 Ballardvale Street property is $905,622,
resulting in an Underwritten NCF Debt Service Coverage Ratio of 1.23x.
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377 Ballardvale Street & 315 New Boston Street. This mortgage loan has a
cut-off date principal balance of $3,401,525 and is secured by two mortgaged
real properties. The 377 Ballardvale Street property consists of 6.39 acres
located in Wilmington, Massachusetts, is improved by a one-story 46,820 square
foot industrial building constructed in 1987, and has on-site parking for 44
vehicles. The 377 Ballardvale Street property is currently 100% occupied by the
Internal Revenue Service under a lease expiring October 30, 2003. The 315 New
Boston Street property consists of 1.38 acres located in Woburn, Massachusetts,
is improved by a one-story 12,600 square foot industrial building constructed in
1988, and has on-site parking for 18 vehicles. The combined Appraised Value,
determined as of July 1, 1999 and July 2, 1999, of both of these mortgaged real
properties is $4,330,000, which results in a Cut-off Date LTV Ratio of 78.56%.
The Underwritten Net Cash Flow for these two mortgaged real properties is
$426,447, resulting in an Underwritten NCF Debt Service Coverage Ratio of 1.35x.
155 West Street. This mortgage loan has a cut-off date principal balance
of $4,014,098 and is secured by a single mortgaged real property. The 155 West
Street property consists of 5.5 acres located in Wilmington, Massachusetts, is
improved by a two-story 72,424 square foot industrial/office building
constructed in 1985, and has on-site parking for 172 vehicles. The Appraised
Value, determined as of July 1, 1999, of the 155 West Street property is
$5,750,000, which results in a Cut-off Date LTV Ratio of 69.81%. The
Underwritten Net Cash Flow for the 155 West Street property is $497,179,
resulting in an Underwritten NCF Debt Service Coverage Ratio of 1.33x.
10 Jewel Drive. This mortgage loan has a cut-off date principal balance
of $921,350 and is secured by a single mortgaged real property. The 10 Jewel
Drive property consists of 2.8 acres located in Wilmington, Massachusetts, is
improved by a one-story 24,550 square foot industrial/office building
constructed in 1982, and has on-site parking available for 48 vehicles. The
Appraised Value, determined as of July 1, 1999, of the 10 Jewel Drive property
is $1,540,000, which results in a Cut-off Date LTV Ratio of 59.83%. The
Underwritten Net Cash Flow for the 10 Jewel Drive property is $139,522,
resulting in an Underwritten NCF Debt Service Coverage Ratio of 1.63x.
14 Jewel Drive. This mortgage loan has a cut-off date principal balance
of $5,737,272 and is secured by a single mortgaged real property. The 14 Jewel
Drive property consists of 9.3 acres located in Wilmington, Massachusetts, is
improved by a two-story 118,750 square foot industrial building constructed in
1985, and has on-site parking for 326 vehicles. The largest tenant, Standard
Electric, occupies approximately 51% of the space under a lease expiring August
31, 2009. The Appraised Value, determined as of July 1, 1999, of the 14 Jewel
Drive property is $7,250,000, which results in a Cut-off Date LTV Ratio of
79.13%. The Underwritten Net Cash Flow for the 14 Jewel Drive property is
$670,730, resulting in an Underwritten NCF Debt Service Coverage Ratio of 1.26x.
87 Concord Road & 7 Lopez Road. This mortgage loan has a cut-off date
principal balance of $5,483,278 and is secured by two mortgaged real properties.
The 87 Concord Road property consists of 8.29 acres located in North Reading,
Massachusetts, is improved by a one-story 60,200 square foot industrial/office
building
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constructed in 1981, and has on-site parking for 126 vehicles. The 87 Concord
Road property is 100% occupied by Arrow Electronics under a lease expiring
December 31, 2004. The 7 Lopez Road property consists of 7.7 acres located in
Wilmington, Massachusetts, is improved by a one-story 68,151 square foot
industrial/office building constructed in 1983, and has on-site parking for 168
vehicles. The 7 Lopez Road property is 100% occupied by two tenants, Lennox and
Centennial Technologies, under leases expiring February 28, 2002 and April 30,
2002, respectively. The combined Appraised Value, determined as of July 1, 1999
of these two mortgaged real properties is $7,800,000, which results in a Cut-off
Date LTV Ratio of 70.30%. The Underwritten Net Cash Flow for these two
properties is $666,122, resulting in an Underwritten NCF Debt Service Coverage
Ratio of 1.31x.
Kolber Portfolio. The Kolber Portfolio consists of three related mortgage
loans with a total cut-off date principal balance of $25,084,840, representing
3.20% of the initial mortgage pool balance. These three mortgage loans are not
cross-defaulted or cross-collateralized. The borrower under each of these
mortgage loans is a separate single purpose limited partnership with a sole
general/managing partner. The general partner of each borrower is a separate
single purpose limited liability company. These three loans are related in that
the ownership structure of each borrower is similar and one of the general
partner's managers, Fred Kolber, is the indemnitor for each of loans.
The general partners of the borrowers on the 250 Plaza and the Park Square
Court Loans are each 100% owned by BGK Equities II, LLC, which is also a 50%
limited partner in each of the borrowers on these two loans. The general partner
of the borrower on the Bayshore Executive Plaza Loan is 100% owned by BGK
Ventures, LLC, which is also a 50% limited partner in this borrower. Affiliated
operating companies of these two limited liability companies have collectively
purchased over $1 billion in real estate since 1994 and have financed them with
numerous lenders. Mr. Fred Kolber, the indemnitor for each of the mortgage
loans, is the chairman of BGK Equities II, LLC and BGK Ventures, LLC. The
president of both BGK Equities II, LLC and BGK Ventures, LLC is Mr. Edward
Gilbert, who owns a minority interest in each of these limited liability
companies, which in turn gives him an indirect interest of approximately 16% in
each of the three borrowers. In 1981, Mr. Gilbert was convicted of securities
trading violations and failure to meet specified SEC reporting requirements
relating to events that took place in 1975. Each borrower and the indemnitor,
Mr. Kolber, have covenanted in the loan documents that control over the
management and operation of the borrower and each related mortgaged property
will at all times be limited to the general partner and that the managing
members of each general partner will at all times be Mr. Kolber and two other
individuals who have been approved by the lender (and who do not include
Mr. Gilbert), or such other individuals as may be acceptable to the lender its
sole discretion.
Set forth below is a brief summary of each of the mortgage loans in the
Kolber Portfolio
The 250 Plaza Loan. The 250 Plaza Loan has a cut-off date principal
balance of $14,886,077, representing 1.90% of the initial mortgage pool balance.
The 250 Plaza
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Loan is secured by a multi-tenant office building located in the financial
district of the central business district of downtown Milwaukee, Wisconsin.
Primary access to and from the area is provided by Interstate 794. The borrower
under the 250 Plaza Loan is East Milwaukee Operating Associates, Limited
Partnership.
The 250 Plaza Loan is a balloon loan which matures on August 1, 2009. The
250 Plaza Loan accrues interest through its maturity date at a mortgage interest
rate of 7.67% per annum. Interest accrues on the 250 Plaza Loan on the basis of
the actual number of days elapsed each month in a year assumed to consist of 360
days. The 250 Plaza Loan may not be voluntarily prepaid, in whole or in part,
until three months prior to its maturity date. After the second anniversary date
of the initial issuance of the offered certificates, the borrower may obtain a
release of the mortgaged real property from the lien of underlying mortgage
through a defeasance of the 250 Plaza Loan.
The 250 Plaza Loan is secured by a 20-story Class A multi-tenant office
building containing approximately 201,408 net rentable square feet in 14 office
floors, two floors of retail/service space and four-level parking garage. As of
April 14, 2000, the building was 86% leased to 29 tenants. The largest two
tenants include publicly traded Marcus Corp., which occupies 62,557 square feet
or approximately 31% of the space, and money management firm, B.C. Ziegler,
which occupies 22,125 square feet or approximately 11% of the space. The
Appraised Value, determined as of June 8, 1999, of the mortgaged real property
is $20,000,000, resulting in a Cut-off Date LTV Ratio of 74.43%. The
Underwritten Net Cash Flow for the mortgaged real property is $1,680,085,
resulting in an Underwritten NCF Debt Service Coverage Ratio of 1.31x.
The mortgaged real property for the 250 Plaza Loan is managed by Inland
Companies, which is not affiliated with the borrower. The loan documents provide
for a springing lockbox, at lender's option, in the event of a borrower default
or the net operating income for a calendar quarter falls below 1.10x the monthly
note payments for that quarter. The loan documents also allow for unsecured
subordinate debt to affiliates of up to $250,000 for working capital purposes. A
subordination and standstill agreement is in place with respect to that debt. To
date, there have been no advances requested or made for working capital.
The Bayshore Executive Plaza Loan. The Bayshore Executive Plaza Loan has
a cut-off date principal balance of $5,276,287, representing 0.67 % of the
initial mortgage pool balance. The Bayshore Executive Plaza Loan is secured by a
multi-tenant office building located at the intersection of 108th Street and
Biscayne Boulevard in Miami, Florida. The borrower under the Bayshore Executive
Plaza Loan is Bayshore Operating Associates Limited Partnership.
The Bayshore Executive Plaza Loan is a balloon loan which matures on
June 1, 2009. The Bayshore Executive Plaza Loan accrues interest through its
maturity date at a mortgage interest rate of 7.57% per annum. Interest accrues
on the Bayshore Executive Plaza Loan on the basis of the actual number of days
elapsed each month in a year assumed to consist of 360 days. The Bayshore
Executive Plaza Loan may not be voluntarily prepaid, in whole or in part, until
three months prior to its maturity date. After the second anniversary date of
the initial issuance of the offered certificates, the
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borrower may obtain a release of the related mortgaged real property from the
lien of underlying mortgage through a defeasance of the Bayshore Executive Plaza
Loan.
The Bayshore Executive Plaza Loan is secured by a ten-story Class B
multi-tenant office building containing approximately 94,727 net rentable square
feet. There is an attached five-level parking garage and a free standing
building containing racquet ball courts. As of April 4, 2000, the building was
93% leased with 23 tenants. The largest tenants include Unicapital Corporation,
Inc., which occupies 29,523 square feet or approximately 31% of the space as its
corporate headquarters, Preferred Employers Group, which occupies 12,604 square
feet or approximately 13% of the space, and Allstate/Century 21 Realty, which
occupies 9,246 square feet or approximately 10% of the space. All three of the
major tenant leases, which together represent approximately 58% of the income of
the property, expire during the term of the loan, and one of the tenants has an
early termination option upon substantial advance notice and payment of a
significant cancellation penalty. Any such penalty will be escrowed with the
lender. Borrower has also delivered a $300,000 letter of credit as security for
tenant improvement and leasing commission obligations and in the unanticipated
event of the expiration or termination of the Unicapital lease. The Appraised
Value, determined as of May 5, 1999, of the related mortgaged real property is
$7,100,000, resulting in a Cut-off Date LTV Ratio of 74.31%. The Underwritten
Net Cash Flow for the related mortgaged real property is $625,755, resulting in
an Underwritten NCF Debt Service Coverage Ratio of 1.39x.
The mortgaged real property for the Bayshore Executive Plaza Loan is
managed by Allen Morris Company, which is not affiliated with the borrower. The
loan documents provide for a springing lockbox, at lender's option, in the event
of a borrower default or the net operating income for a calendar quarter falls
below 1.10x the monthly note payments for that quarter. The loan documents also
allow for unsecured subordinate debt to affiliates of up to $50,000 for working
capital purposes. A subordination and standstill agreement is in place with
respect to that debt. To date, there have been no advances requested or made for
working capital.
The Park Square Court Loan. The Park Square Court Loan has a cut-off date
principal balance of $4,922,476, representing 0.63% of the initial mortgage pool
balance. The Park Square Court Loan is secured by a multi-tenant office building
located in the Lowertown Historic District of St. Paul, Minnesota. The borrower
under the Park Square Court Loan is Sibley Park Operating Associates Limited
Partnership.
The Park Square Court Loan is a balloon loan which matures on October 1,
2009. The Park Square Court Loan accrues interest through its maturity date at a
mortgage interest rate of 8.14% per annum. Interest accrues on the Park Square
Court Loan on the basis of the actual number of days elapsed each month in a
year assumed to consist of 360 days. The Park Square Court Loan may not be
voluntarily prepaid, in whole or in part, until three months prior to its
maturity date. After the second anniversary date of the initial issuance of the
offered certificates, the borrower may obtain a release of the mortgaged real
property from the lien of underlying mortgage through a defeasance of the Park
Square Court Loan.
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The Park Square Court Loan is secured by a five-story Class B multi-tenant
office building listed on the National Register of Historic Buildings and
contains approximately 127,736 net rentable square feet. The building is
connected with the skywalk system that extends throughout the central business
district. As of April 6, 2000, the building was 95% leased to 15 tenants. The
three largest tenants include two state agencies, the Minnesota Housing Finance
Agency and the State Arts Board, which agencies together occupy approximately
39% of the space, and B.W.B.R. Architects, which occupies approximately 19% of
the space. The Minnesota Housing Finance Agency's lease expires in 2009 and its
lease contains a right of early termination in 2004. For potential debt service
and re-tenanting costs, Borrower deposited a $100,000 letter of credit at
closing which must be replaced by a $200,000 letter of credit on January 31,
2001, a $300,000 letter of credit on January 31, 2002, a $400,000 letter of
credit on January 31, 2003, and a $535,000 letter of credit on January 31, 2004.
If borrower obtains by November 20, 2003, an amendment to the housing authority
lease to eliminate the 2004 termination right, the letter of credit delivery
schedule will be revised so that the 2004 letter of credit is in the amount of
$100,000, increasing each year thereafter to a maximum of $535,000. Borrower has
obtained a license from the county department of health as a Hazardous Waste
Generator-Very Small Quantity due to the presence of low levels of mercury from
fluorescent light emissions. Law and ordinance insurance is maintained for
repair and rehabilitation regarding historical building status. The Appraised
Value, determined as of August 3, 1999, of the mortgaged real property is
$6,900,000, resulting in a Cut-off Date LTV Ratio of 71.34%. The Underwritten
Net Cash Flow for the mortgaged real property is $563,859, resulting in an
Underwritten NCF Debt Service Coverage Ratio of 1.28x.
The mortgaged real property is managed by Frauenshuh Companies, which is
not affiliated with the borrower. The loan documents provide for a springing
lockbox, at lender's option, in the event of a borrower default or the net
operating income for a calendar quarter falls below 1.10x the monthly note
payments for such quarter.
The Diplomat Centre Loan. The Diplomat Centre Loan has a cut-off date
principal balance of $19,280,819, representing 2.46% of the initial mortgage
pool balance. The Diplomat Centre Loan is secured by an office and retail
condominium unit known as Diplomat Centre, located in New York, New York. The
borrower under the Diplomat Centre Loan is 820 Second Avenue Associates.
The Diplomat Centre Loan is a balloon loan that matures on June 1, 2010.
The Diplomat Centre Loan accrues interest through its maturity date at a
mortgage interest rate of 8.45% per annum. Interest accrues on the Diplomat
Centre Loan on the basis of the actual number of days elapsed each month in a
year assumed to consist of 360 days. The Diplomat Centre Loan may not be
voluntarily prepaid, in whole or part, prior to its maturity date. After May 4,
2004, the borrower may obtain a release of the mortgaged real property from the
lien of the underlying mortgage through a defeasance of the Diplomat Centre
Loan.
The mortgaged real property of the Diplomat Centre Loan consists of
approximately 119,760 leasable square feet, exclusive of storage space, of a
19-story, 170,766 square foot office condominium located at 820 Second Avenue,
New York, New York. The
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building was constructed in 1960 and is located near both the United Nations and
Grand Central Station. The largest tenant at the mortgaged real property is the
United Nations Federal Credit Union, which occupies approximately 33% of the
office space under a lease expiring December 31, 2007. The Appraised Value,
determined as of March 8, 2000, of the mortgaged real property is $30,000,000,
which results in a Cut-off Date LTV Ratio of 64.27%. The Underwritten Net Cash
Flow for the mortgaged real property is $2,128,755, resulting in an Underwritten
NCF Debt Service Coverage Ratio of 1.20x.
The mortgaged real property is managed by Broadway Management Co., an
affiliate of the borrower. The holder of the Diplomat Centre Loan is entitled to
terminate the related management agreement upon the occurrence of an event of
default under the Diplomat Centre Loan.
The borrower under the Diplomat Centre Loan is required to fund a
replacement reserve escrow in the amount of $19,039 per year through the life of
the Diplomat Centre Loan. A reserve for tenant improvement and leasing
commissions in the annual amount of $100,000 is also required to be funded on a
monthly basis. However, the maximum amount the borrower is required to maintain
in the reserve for tenant improvement and leasing commissions is $250,000. If
the amount of the reserve for tenant improvement and leasing commissions equals
$250,000, the borrower is relieved of the obligation of making the monthly
deposits into that reserve until such time as the amount of the reserve for
tenant improvement and leasing commissions is less than $250,000.
The Western Plaza Loan. The Western Plaza Loan has a cut-off date
principal balance of $19,063,254, representing 2.43% of the initial mortgage
pool balance. The Western Plaza Loan is secured by a shopping plaza located at
State Road 2 and 142, Mayaguez, Puerto Rico. The borrower under the Western
Plaza Loan is SFS Mayaguez, L.P.
The Western Plaza Loan is an ARD Loan and has an anticipated repayment date
of July 1, 2009. The Western Plaza Loan accrues interest through its anticipated
repayment date at an interest rate of 8.17% per annum and thereafter at an
interest rate of 13.17% per annum. Interest accrues on the Western Plaza Loan on
the basis of the actual number of days elapsed each month in a year assumed to
consist of 360 days. The Western Plaza Loan may not be voluntarily prepaid, in
whole or in part, prior to May 1, 2009. After the earlier to occur of the second
anniversary of the issuance of the offered certificates or 48 months after the
closing date of the Western Plaza Loan, the borrower may obtain a release of the
Western Plaza property from the lien of the underlying mortgage through a
defeasance of the Western Plaza Loan. The Western Plaza Loan matures on July 1,
2029.
The Western Plaza Loan is secured by a 45,880 square foot shopping plaza.
The shopping plaza was built in 1998. The Appraised Value, determined as of May
1, 1999, of the mortgaged real property is $23,000,000, resulting in a Cut-off
Date LTV Ratio of 82.88%. The Underwritten Net Cash Flow for the Western Plaza
property is $2,150,397, resulting in an Underwritten NCF Debt Service Coverage
Ratio of 1.25x.
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The Western Plaza property is managed by RD Management Corp., an affiliate
of the borrower. The holder of the Western Plaza Loan is entitled to terminate
the related management agreement upon the occurrence of an event of default
under the Western Plaza Loan.
Upon the earlier to occur of the anticipated repayment date or an event of
default, the borrower will deposit all rents into a lockbox account from which
payments on the loan and on account of operating costs will be made by the
borrower. After that date, rents will be deposited by tenants directly into the
lockbox account which at such time will be under the sole dominion and control
of the lender.
The borrower under the Western Plaza Loan has established a replacement
reserve escrow and a tenant improvements and leasing commission reserve escrow,
each of which is required to be funded on a monthly basis through the third year
of the Western Plaza Loan. Finally, the borrower was required to fund a deferred
maintenance reserve in the amount of $40,500.00, an environmental reserve in the
amount of $16,250.00 and a paid tenant reserve of $800,000, each of which is
held by the lender.
The Metatec Building Loan. The Metatec Building Loan has a cut-off date
principal balance of $18,874,390.76, representing 2.41% of the initial mortgage
pool balance. The Metatec Building Loan is secured by an industrial/office
building known as Metatec Building, located in Dublin, Ohio. The borrower under
the Metatec Building Loan is META Holdings, LLC.
The Metatec Building Loan is a balloon loan that matures on August 1, 2009.
The Metatec Building Loan accrues interest through its maturity date at a
mortgage interest rate of 8.20% per annum. Interest accrues on the Metatec
Building Loan on the basis of the actual number of days elapsed each month in a
year assumed to consist of 360 days. The Metatec Building Loan may not be
voluntarily prepaid, in whole or part, prior to two months before its maturity
date. After the earlier to occur of either July 28, 2003 or the second
anniversary of the date of the initial issuance of the offered certificates, the
borrower may obtain a release of the Metatec Building property from the lien of
the underlying mortgage through a defeasance of the mortgaged real property.
The Metatec Building Loan is secured by a 344,354 square foot office
building. The office building was built in 1986 and was renovated in 1996. The
Metatec Building property is 100% leased by Metatec International, Inc. under a
lease expiring July 31, 2014. The Appraised Value, determined as of November 1,
1999, of the Metatec Building property is $25,800,000, resulting in a Cut-off
Date LTV Ratio of 73.16%. The Underwritten Net Cash Flow for the Metatec
Building property is $2,247,869, resulting in an Underwritten NCF Debt Service
Coverage Ratio of 1.32x.
The Metatec Building property is managed by META Management, LLC, an
affiliate of the borrower. The holder of the Metatec Building Loan is entitled
to terminate the related management agreement upon the occurrence of an event of
default under the Metatec Building Loan.
There is a replacement reserve escrow in the amount of $68,870.76 per year
which is required to be funded on a monthly basis through the life of the
Metatec Building
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Loan. The borrower has provided a letter of credit in the amount of $1,650,000
in lieu of establishing a reserve for leasing commissions and tenant
improvements. The letter of credit is required to extend for the entire term of
the Metatec Building Loan.
THE MORTGAGE LOAN SELLERS
General. We did not originate any of the mortgage loans that we intend to
include in the trust. We will acquire those mortgage loans from the following
entities:
- Salomon Brothers Realty Corp.--52 mortgage loans, representing 38% of the
initial mortgage pool balance;
- Paine Webber Real Estate Securities, Inc.--61 mortgage loans,
representing 35% of the initial mortgage pool balance;
- Artesia Mortgage Capital Corporation--68 mortgage loans, representing 17%
of the initial mortgage pool balance; and
- ORIX Real Estate Capital Markets, LLC--12 mortgage loans, representing
10% of the initial mortgage pool balance.
Salomon Brothers Realty Corp. SBRC is a New York corporation primarily
engaged in the business of purchasing and originating commercial mortgage loans.
Its principal offices are located in New York, New York. SBRC is a direct,
wholly owned subsidiary of Salomon Brothers Holding Inc. and an affiliate of
both us and Salomon Smith Barney Inc.
Paine Webber Real Estate Securities, Inc. PWRES is a Delaware
corporation. PWRES is a wholly-owned subsidiary of Paine Webber Group Inc. and
an affiliate of PaineWebber Incorporated, one of the underwriters. On July 12,
2000, Paine Webber Group Inc., UBS AG and a wholly owned subsidiary of UBS AG,
entered into an Agreement and Plan of Merger which provides for the merger of
Paine Webber Group Inc. into the UBS AG subsidiary upon the receipt of
shareholder approval, other required consents and approvals and the payment of
the merger consideration.
Artesia Mortgage Capital Corporation. AMCC is a Delaware corporation
engaged in the business of originating and servicing U.S. commercial mortgage
loans and the acquisition of U.S. commercial mortgage backed securities and
residential mortgages for its own account. Its principal offices are located in
the Seattle suburb of Issaquah, Washington. It is a wholly owned subsidiary of
Artesia Banking Corporation, which is a major bank located in Brussels, Belgium
and one of the underwriters.
ORIX Real Estate Capital Market, LLC. ORECM is a Delaware limited
liability company engaged in the business of servicing and origination of
commercial mortgage loans and the acquisition of commercial mortgage-backed
securities for its own account. Its principal offices are located in Dallas,
Texas and it is a wholly-owned subsidiary of ORIX USA Corporation, a Delaware
corporation.
The information in this prospectus supplement regarding the mortgage loan
sellers has, in each case, been provided by the respective mortgage loan
sellers, and neither we
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nor the underwriters make any representations or warranties as to the accuracy
or completeness of this information.
ASSIGNMENT OF THE UNDERLYING MORTGAGE LOANS
On or before the date of initial issuance of the offered certificates, each
of the mortgage loan sellers will transfer its pooled mortgage loans to us, and
we will transfer all of the pooled mortgage loans to the trust. In each case,
the transferor will assign the subject mortgage loans, without recourse, to the
transferee.
In connection with the transfers referred to in the prior paragraph, each
mortgage loan seller will be required to deliver the following documents, among
others, to the trustee with respect to each of its mortgage loans:
- either--
1. the original promissory note, endorsed without recourse to the order
of the trustee, or
2. if the original promissory note has been lost, a copy of that note,
together with a lost note affidavit;
- the original or a copy of the related mortgage instrument, together with
originals or copies of any intervening assignments of that document, in
each case, unless the particular document has not been returned from the
applicable recording office, with evidence of recording;
- the original or a copy of any separate assignment of leases and rents,
together with originals or copies of any intervening assignments of that
document, in each case, unless the particular document has not been
returned from the applicable recording office, with evidence of
recording;
- either--
1. a completed assignment of the related mortgage instrument in favor
of the trustee, in recordable form, or
2. a certified copy of that assignment as sent for recording;
- either--
1. a completed assignment of any separate related assignment of leases
and rents in favor of the trustee, in recordable form, or
2. a certified copy of that assignment as sent for recording;
- originals or copies of any related loan agreements;
- an original or copy of the lender's title insurance policy or, if a title
insurance policy has not yet been issued, a pro forma title policy or a
commitment for title insurance marked-up at the closing of the mortgage
loan;
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- an assignment in favor of the trustee of each effective Uniform
Commercial Code financing statement in the possession of the transferor
or a certified copy of the assignment as sent for filing; and
- in those cases where applicable, the original or a copy of the related
ground lease.
The trustee, either directly or through a custodian, is required to hold
all of the documents delivered to it with respect to the pooled mortgage loans
in trust for the benefit of the series 2000-C2 certificateholders. Within a
specified period of time following that delivery, the trustee, directly or
through a custodian, will be further required to conduct a review of those
documents. The scope of the trustee's review of those documents will, in
general, be limited solely to confirming that they have been received. 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
relating to the pooled mortgage loans to determine whether the document is
genuine, valid, effective, enforceable, in recordable form or otherwise
appropriate for the represented purpose. The Trustee shall have no
responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form, whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction.
If--
- any of the above-described documents required to be delivered by any
mortgage loan seller to the trustee is not delivered or is otherwise
defective, and
- that omission or defect materially and adversely affects the value of, or
the interests of the series 2000-C2 certificateholders in, the subject
loan,
then the omission or defect will constitute a material document defect as to
which the trustee, on behalf of the series 2000-C2 certificateholders, will have
the rights against that mortgage loan seller described under "--Cures and
Repurchases" below.
Within 30 days following the later of--
- the date on which the offered certificates are initially issued, and
- the date on which all recording information necessary to complete the
subject document is received by the trustee,
the trustee or an agent must submit for recording in the real property records
of the applicable jurisdiction each of the assignments of recorded loan
documents in its favor described above. The trustee or an agent is not required
to record any assignment in a jurisdiction where the trustee receives a written
opinion of counsel or an officer's certificate from the master servicer to the
effect that the recordation is not required to protect the trustee's interest in
the related mortgage loan. Because most of the mortgage loans that we intend to
include in the trust are newly originated, many of those assignments cannot be
completed and recorded until the related mortgage and/or
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assignment of leases and rents, reflecting the necessary recording information,
is returned from the applicable recording office.
REPRESENTATIONS AND WARRANTIES
As of the date of initial issuance of the offered certificates, each
mortgage loan seller will make, with respect to each mortgage loan that it is
selling to us for inclusion in the trust, subject to certain exceptions,
representations and warranties generally to the effect listed below, together
with any other representations and warranties as may be required by the rating
agencies.
The representations and warranties to be made by each mortgage loan seller
with respect to each mortgage loan that it is selling to us for inclusion in the
trust, will include among others:
(1) Immediately prior to the transfer of the mortgage loan by the
mortgage loan seller to us and the assignment of the mortgage loan to the
trustee, the mortgage loan seller had good title to, and was the sole owner
and holder of, the mortgage loan, free and clear of any and all liens,
charges, encumbrances or any other ownership, participation or other
interests on, in or to the mortgage loan, other than, in some cases, the
right of the master servicer or a sub-servicer to master service or primary
service the mortgage loan. The mortgage loan seller had the full right and
authority to sell, assign and transfer the mortgage loan to us.
(2) The mortgage loan seller has no knowledge of any material default,
or any event, circumstance or condition that would under the related
mortgage loan documents be considered a material default, under the
mortgage loan by the related borrower resulting from the material
representations and warranties made by that borrower in the related
mortgage loan documents being untrue at the time of origination of the
related mortgage loan.
(3) Each mortgage instrument securing the mortgage loan constitutes a
legal, valid and, subject to the exceptions in paragraph 10 below,
enforceable first lien upon the related borrower's interest in the related
mortgaged real property, including all buildings located thereon, other
than mobile homes, and all fixtures attached thereto, subject only to
Permitted Encumbrances.
(4) Either:
- the lien of each related mortgage instrument is insured by an
American Land Title Insurance 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 the mortgage loan, its successors and
assigns, as to the first priority lien of the mortgage instrument in
the original principal amount of the 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
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commitment for title insurance "marked-up" at the closing of such
mortgage loan.
That title policy or, if it has yet to be issued, the coverage to be
provided by it, is in full force and effect, all premiums have been paid
and, to the mortgage loan seller's knowledge as of the date of initial
issuance of the offered certificates, no material claims have been made,
and no claims have been paid, under that title policy. No holder of the
related mortgage instrument has done, by act or omission, anything that
would, and the mortgage loan seller has no actual knowledge of any other
circumstance that would, materially impair the coverage under that title
policy.
(5) Neither the mortgage loan seller nor, to the mortgage loan seller's
knowledge, any prior holder of the mortgage loan has waived any material
default, breach, violation or event of acceleration existing under the
related mortgage instrument or promissory 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 mortgage loan, may not have yet been completed.
(6) As of the date of initial issuance of the offered certificates,
there is no valid offset, defense, counterclaim or right to rescission,
including the defense of usury, with respect to any of the promissory note,
mortgage instrument or other agreements executed in connection with the
mortgage loan, except in each case with respect to any excess interest on
an ARD Loan after the related anticipated repayment date and any default
interest, late charges, prepayment premiums and yield maintenance charges.
(7) As of the cut-off date and as of the date of initial issuance of
the offered certificates, to the mortgage loan seller's knowledge, there is
no proceeding pending or threatened for condemnation affecting all or a
material portion of the related mortgaged real property.
(8) At origination, the mortgage loan complied in all material respects
with all requirements of federal, state and local laws, including laws
pertaining to usury, relating to the origination, funding and terms of the
mortgage loan or, to the best of the mortgage loan seller's knowledge,
servicing of the mortgage loan.
(9) The proceeds of the mortgage loan have been fully disbursed, and
there is no requirement for future advances under the mortgage loan.
(10) The mortgage instrument and promissory note for the mortgage loan
and all other documents to which the related borrower is a party and which
evidence or secure the 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, and are enforceable
in accordance with their respective terms, except as 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 those mortgage loan documents are or
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may be unenforceable in whole or in part under applicable state or federal
laws, but neither the application of any such laws to any of those
provisions nor the inclusion of any such provisions renders any of the
mortgage loan documents invalid as a whole, and those 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.
(11) The mortgage loan is not cross-collateralized with a mortgage loan
outside the mortgage Pool.
(12) The mortgage loan is a whole loan and not a participation interest
in a mortgage loan.
If--
- there exists a breach of any of the above-described representations and
warranties made by any mortgage loan seller, and
- that breach materially and adversely affects the value of, or the
interests of the series 2000-C2 certificateholders in, the subject
mortgage loan,
then that breach will be a material breach as to which the trustee, on behalf of
the series 2000-C2 certificateholders, will have the rights against that
mortgage loan seller described under "--Cures and Repurchases" below.
CURES AND REPURCHASES
If there exists a material breach of any of the representations and
warranties made by any mortgage loan seller with respect to any of the mortgage
loans that it is selling to us for inclusion in the trust, as discussed under
"--Representations and Warranties" above, or a material document defect with
respect to any of those mortgage loans, as discussed under "--Assignment of the
Underlying Mortgage Loans" above, then that mortgage loan seller will be
required to take one of the following courses of action:
- remedy the material breach or the material document defect in all
material respects; or
- repurchase the affected mortgage loan at a price generally equal to the
sum of--
1. the Stated Principal Balance of that mortgage loan at the time of
purchase, plus
2. all unpaid and unadvanced interest, other than Post-ARD Additional
Interest and Default Interest, due with respect to that mortgage
loan up to, but not including, the due date in the collection period
of purchase, plus
3. all unreimbursed advances relating to that mortgage loan, together
with any unpaid interest on those advances owing to the party or
parties that made them, plus
4. any costs and expenses experienced by the trustee, the master
servicer or the special servicer in connection with the repurchase.
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The time period within which a mortgage loan seller must complete the
remedy or repurchase described in the second preceding paragraph, will generally
be limited to 90 days following the earlier of its discovery or receipt of
notice of the subject material breach or material document defect, as the case
may be. However, if the responsible mortgage loan seller is diligently
attempting to correct the problem, the responsible mortgage loan seller will
generally be entitled to an additional 90 days to complete that remedy or
repurchase.
If a material breach or a material document defect exists with respect to
one or more, but not all, of the mortgage loans constituting a group of
cross-collateralized mortgage loans, all of the mortgage loans in that
cross-collateralized group will be treated as a single mortgage loan for
purposes of imposing the cure/repurchase remedies described above. For purposes
of determining whether any breach is a material breach or any document defect is
a material document defect with respect to any particular cross-collateralized
mortgage loan in the trust, the materiality determination will be made as
follows:
- if that cross-collateralized mortgage loan is a specially serviced
mortgage loan by reason of that breach or document defect, then based
solely on that mortgage loan and the mortgaged real property identified
on Annex A-1 to this prospectus supplement, without regard to the
cross-collateralization, and
- otherwise, as if that cross-collateralized mortgage loan and the other
mortgage loans with which it is cross-collateralized are a single
mortgage loan secured by all the related mortgaged real properties.
The cure/repurchase obligations of each mortgage loan seller described
above will constitute the sole remedy available to the series 2000-C2
certificateholders or the trustee on their behalf in connection with a material
breach of any of the representations or warranties by the related mortgage loan
seller, or a material document defect, with respect to any mortgage loan in the
trust. No other person will be obligated to repurchase any affected mortgage
loan in connection with a material breach of any of the representations and
warranties made by the related mortgage loan seller or in connection with a
material document defect, if the related mortgage loan seller defaults on its
obligation to do so.
CHANGES IN MORTGAGE POOL CHARACTERISTICS
The description in this prospectus supplement of the mortgage pool is based
upon the mortgage pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the cut-off date principal
payments due on the mortgage loans on or before the cut-off date. Prior to the
issuance of the offered certificates, one or more mortgage loans may be removed
from the mortgage pool if we consider the removal necessary or appropriate. A
limited number of other mortgage loans may be included in the mortgage pool
prior to the issuance of the offered certificates, unless including those
mortgage loans would materially alter the characteristics of the mortgage pool
as described in this prospectus supplement. We believe that the information in
this prospectus supplement will be generally representative of the
characteristics of the
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mortgage pool as it will be constituted at the time the offered certificates are
issued. However, the range of mortgage interest rates and maturities, as well as
the other characteristics of the pooled mortgage loans described in this
prospectus supplement, may vary, and the actual initial mortgage pool balance
may be as much as 5% larger or smaller than the initial mortgage pool balance
specified in this prospectus supplement.
A current report on Form 8-K will be available to purchasers of the offered
certificates on or shortly after the date of initial issuance of the offered
certificates. That current report on Form 8-K will be filed, together with the
pooling and servicing agreement as an exhibit, with the SEC after the initial
issuance of the offered certificates. If mortgage loans are removed from or
added to the mortgage pool, that removal or addition will be noted in that
current report on Form 8-K.
SERVICING OF THE UNDERLYING MORTGAGE LOANS
GENERAL
The pooling and servicing agreement will govern the servicing of the
mortgage loans in the trust. The following summaries describe some of the
provisions of the pooling and servicing agreement relating to the servicing and
administration of the pooled mortgage loans and any REO Properties owned by the
trust. You should also refer to the accompanying prospectus, in particular the
section captioned "Description of the Agreements", for additional important
information regarding provisions of the pooling and servicing agreement that
relate to the rights and obligations of the master servicer and the special
servicer. Although the same entity is acting as initial master servicer and
special servicer, this discussion is presented as if different parties were
acting in those capacities.
The master servicer and the special servicer must each service and
administer the pooled mortgage loans and any REO Properties owned by the trust
for which it is responsible, directly or through sub-servicers, in accordance
with--
- any and all applicable laws,
- the express terms of the pooling and servicing agreement,
- the express terms the respective pooled mortgage loans,
- in the case of a CTL Loan, the express terms of any related lease
enhancement policy, and
- to the extent consistent with the foregoing, the Servicing Standard.
In general, the master servicer will be responsible for the servicing and
administration of--
- all mortgage loans in the trust as to which no Servicing Transfer Event
has occurred, and
- all worked-out mortgage loans in the trust as to which no new Servicing
Transfer Event has occurred.
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The special servicer, on the other hand, will be responsible for the
servicing and administration of each mortgage loan in the trust as to which a
Servicing Transfer Event has occurred and is continuing. The special servicer
will also be responsible for the administration of each REO Property in the
trust.
Despite the foregoing, the pooling and servicing agreement will require the
master servicer:
- to process payments with respect to specially serviced mortgage loans at
the direction of the special servicer;
- to continue to collect information and, subject to the master servicer's
timely receipt of information from the special servicer, prepare all
reports to the trustee required to be collected or prepared with respect
to any specially serviced assets; and
- otherwise, to render other incidental services with respect to any
specially serviced assets.
Neither the master servicer nor the special servicer will have
responsibility for the performance by the other of its respective obligations
and duties under the pooling and servicing agreement, unless the same party acts
in both capacities.
The master servicer will transfer servicing of a pooled mortgage loan to
the special servicer upon the occurrence of a Servicing Transfer Event with
respect to that mortgage loan. The special servicer will return the servicing of
that mortgage loan to the master servicer, and that mortgage loan will be
considered to have been worked-out, if and when all Servicing Transfer Events
with respect to that mortgage loan cease to exist and, if it had been in default
with respect to any monthly debt service payment, that mortgage loan has
remained current, including in accordance with its modified terms, if
applicable, for three months.
THE INITIAL MASTER SERVICER AND THE INITIAL SPECIAL SERVICER
ORIX Real Estate Capital Markets, LLC will be acting as the initial master
servicer and special servicer under the pooling and servicing agreement. ORECM
is a Delaware limited liability company. ORECM manages a servicing portfolio of
commercial and multifamily loans encompassing in excess of 11,000 assets with a
total principal balance, as of June 30, 2000, of approximately $38.5 billion,
the collateral for which is located in 50 states, the District of Columbia,
Canada, Mexico, Puerto Rico, the United Kingdom and the Virgin Islands. As of
June 30, 2000, ORECM served as the named special servicer on 86 securitized
transactions encompassing in excess of 17,000 loans, with a total principal
balance of approximately $54.5 billion. ORECM's servicing operations are located
at 1717 Main Street, Dallas, Texas 75201.
The information set forth in this prospectus supplement concerning ORIX
Real Estate Capital Markets, LLC has been provided by it. Neither we nor any of
the underwriters makes any representation or warranty as to the accuracy or
completeness of this information.
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SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The Master Servicing Fee. The principal compensation to be paid to the
master servicer with respect to its master servicing activities will be the
master servicing fee.
The master servicing fee:
- will be earned with respect to each and every mortgage loan, including--
1. each specially serviced mortgage loan, if any,
2. each mortgage loan, if any, as to which the corresponding mortgaged
real property has become an REO Property, and
3. each mortgage loan that has been defeased; and
- in the case of each mortgage loan, will--
1. accrue at a master servicing fee rate equal to the related
Administrative Fee Rate, as shown in Annex A-1, less .0025%,
2. accrue on the related Stated Principal Balance outstanding from time
to time,
3. be computed for the same number of days respecting which any related
interest payment due or deemed due, as the case may be, on that
mortgage loan is computed under the terms of the related loan
documents and applicable law, and
4. be payable monthly on each payment date from amounts received in
respect of interest on that mortgage loan.
Additional Master Servicing Compensation. As additional master servicing
compensation, the master servicer will be entitled to receive any Prepayment
Interest Excesses collected with respect to the pooled mortgage loans.
In addition, the following items collected on the pooled mortgage loans
will be allocated between the master servicer and the special servicer as
additional compensation in accordance with the pooling and servicing agreement:
- any late payment charges and Default Interest not otherwise applied to
pay the master servicer, the special servicer or the trustee, as
applicable, interest on advances made by that party with respect to any
pooled mortgage loan as described in this prospectus supplement; and
- any modification fees, extension fees, earnout fees, net assumption fees,
assumption application fees, consent/waiver fees and other comparable
transaction fees and charges.
The master servicer will be authorized to invest or direct the investment
of funds held in any and all accounts maintained by it that constitute part of
the Certificate Account or that constitute escrow and/or reserve accounts, in
Permitted Investments. The master servicer--
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- will be entitled to retain any interest or other income earned on those
funds, to the extent that interest or other income is not required to be
remitted to borrowers, and
- will be required to cover any losses of principal from its own funds, to
the extent those losses are incurred with respect to investments made for
the master servicer's benefit.
The master servicer is not required to cover any losses which are solely the
result of the bankruptcy or insolvency of the federal or state depository
institution or trust company holding any of those accounts.
Prepayment Interest Shortfalls. The pooling and servicing agreement
provides that, if any Prepayment Interest Shortfalls are incurred with respect
to the mortgage pool during any collection period, the master servicer must make
a non-reimbursable payment with respect to the related payment date in an amount
equal to the lesser of:
- the total of all Prepayment Interest Shortfalls incurred with respect to
the mortgage pool during that collection period; and
- the sum of--
1. the total of all Prepayment Interest Excesses, if any, collected
with respect to the mortgage pool during that collection period, and
2. with respect to each and every mortgage loan for which the master
servicer receives master servicing fees for the related payment
date, the portion of those fees calculated at an annual rate of
0.01% per annum.
No other master servicing compensation will be available to cover
Prepayment Interest Shortfalls.
Any payment made by the master servicer with respect to any payment date to
cover Prepayment Interest Shortfalls will be included in the Available
Distribution Amount for that payment date. See "Description of the Offered
Certificates--Payments" in this prospectus supplement. If the amount of the
payment made by the master servicer with respect to any payment date to cover
Prepayment Interest Shortfalls is less than the total of all Prepayment Interest
Shortfalls incurred with respect to the mortgage pool during the related
collection period, then the resulting Net Aggregate Prepayment Interest
Shortfall will be allocated among the respective interest-bearing classes of the
series 2000-C2 certificates, in reduction of the interest payable on those
certificates, as and to the extent described under "Description of the Offered
Certificates--Payments--Payments of Interest" in this prospectus supplement.
Principal Special Servicing Compensation. The principal compensation to
be paid to the special servicer with respect to its special servicing activities
will be--
- the special servicing fee,
- the workout fee, and
- the liquidation fee.
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The Special Servicing Fee. The special servicing fee:
- will be earned with respect to--
1. each specially serviced mortgage loan, if any, and
2. each mortgage loan, if any, as to which the corresponding mortgaged
real property has been acquired by the trust through foreclosure,
deed-in-lieu of foreclosure or otherwise following a default;
- in the case of each mortgage loan described in the foregoing bullet
point, will--
1. accrue at a special servicing fee rate of 0.25% per annum,
2. accrue on the related Stated Principal Balance outstanding from time
to time, and
3. be computed for the same number of days respecting which any related
interest payment due or deemed due, as the case may be, on that
mortgage loan is computed under the terms of the related loan
documents and applicable law; and
- will be payable monthly on each payment date from general collections on
all the mortgage loans and any REO Properties in the trust, that are on
deposit in the Certificate Account from time to time.
The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each worked-out mortgage loan in the
trust. The workout fee will be payable out of, and will be calculated by
application of a workout fee rate of 1.0% to, each payment of interest, other
than Default Interest and Post-ARD Additional Interest, and principal received
on the mortgage loan for so long as it remains a worked-out mortgage loan. The
workout fee with respect to any worked-out mortgage loan will cease to be
payable if a new Servicing Transfer Event occurs with respect to that loan or if
the related mortgaged real property becomes an REO Property. However, a new
workout fee would become payable if the mortgage loan again became a worked-out
mortgage loan with respect to that new Servicing Transfer Event.
If the special servicer is terminated other than for cause or resigns, it
will retain the right to receive any and all workout fees payable with respect
to mortgage loans that were worked-out during the period that it acted as
special servicer and as to which no new Servicing Transfer Event had occurred as
of the time of its termination or resignation. The successor special servicer
will not be entitled to any portion of those workout fees.
Although workout fees are intended to provide the special servicer with an
incentive to better perform its duties, the payment of any workout fee will
reduce amounts payable to the series 2000-C2 certificateholders.
The Liquidation Fee. The special servicer will be entitled to receive a
liquidation fee with respect to each specially serviced mortgage loan in the
trust for which it obtains a full, partial or discounted payoff from the related
borrower. The special servicer will also be entitled to receive a liquidation
fee with respect to any specially serviced
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mortgage loan or REO Property in the trust as to which it receives any
liquidation proceeds, condemnation proceeds or insurance proceeds, except as
described in the next paragraph. As to each specially serviced mortgage loan and
REO Property in the trust, the liquidation fee normally will be payable from,
and will be calculated by application of a liquidation fee rate of 1.0% to, the
related payment or proceeds, exclusive of any portion of that payment or
proceeds that represents a recovery of Default Interest, Post-ARD Additional
Interest, a prepayment premium or a yield maintenance charge.
Despite anything to the contrary described in the prior paragraph, no
liquidation fee will be payable based on, or out of, proceeds received in
connection with:
- the repurchase of any mortgage loan in the trust by a mortgage loan
seller for a breach of representation or warranty or for defective or
missing mortgage loan documentation, as described under "Description of
the Mortgage Pool--Cures and Repurchases" in this prospectus supplement;
- the purchase of any defaulted mortgage loan or REO Property in the trust
by the master servicer, the special servicer or any holder or holders of
certificates of the series 2000-C2 controlling class, as described under
"--Sale of Defaulted Mortgage Loans" below; or
- the purchase of all of the mortgage loans and REO Properties in the trust
by the master servicer, the special servicer or any holder or holders of
certificates of the series 2000-C2 controlling class in connection with
the termination of the trust, or the exchange of 100% of the series
2000-C2 certificates for those mortgage loans and REO Properties, all as
described under "Description of the Offered Certificates--Termination" in
this prospectus supplement.
Although liquidation fees are intended to provide the special servicer with
an incentive to better perform its duties, the payment of any liquidation fee
will reduce amounts payable to the series 2000-C2 certificateholders.
Additional Special Servicing Compensation. The following items collected
on the pooled mortgage loans will be allocated between the master servicer and
the special servicer as additional compensation in accordance with the pooling
and servicing agreement:
- any late payment charges and Default Interest not otherwise applied to
pay the master servicer, the special servicer or the trustee, as
applicable, interest on advances made by that party with respect to any
pooled mortgage loan as described in this prospectus supplement; and
- any modification fees, extension fees, net assumption fees, assumption
application fees, consent/waiver fees and other comparable transaction
fees and charges.
The special servicer will be authorized to invest or direct the investment
of funds held in any account maintained by it that constitutes part of the
Certificate Account, in Permitted Investments. The special servicer will be
entitled to retain any interest or other income earned on the funds, but will be
required to cover any losses of principal of those investments from its own
funds without any right to reimbursement. The special
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servicer is not required to cover any losses which are solely the result of the
bankruptcy or insolvency of the federal or state depository institution or trust
company holding any of those accounts.
Payment of Expenses; Servicing Advances. Each of the master servicer and
the special servicer will be required to pay its overhead and any general and
administrative expenses incurred by it in connection with its servicing
activities under the pooling and servicing agreement. The master servicer and
the special servicer will not be entitled to reimbursement for these expenses
except as expressly provided in the pooling and servicing agreement.
Any and all customary, reasonable and necessary out-of-pocket costs and
expenses incurred by the master servicer or the special servicer in connection
with the servicing of a pooled mortgage loan after a default, delinquency or
other unanticipated event, or in connection with the administration of any REO
Property in the trust, will be servicing advances. Servicing advances will be
reimbursable from future payments and other collections, including insurance
proceeds, condemnation proceeds and liquidation proceeds, received in connection
with the related mortgage loan or REO Property. In addition, the special
servicer may periodically require the master servicer to reimburse the special
servicer for any servicing advances made by it. Upon reimbursing the special
servicer for any servicing advance, the master servicer will be deemed to have
made the advance.
The special servicer may request the master servicer to make servicing
advances with respect to a specially serviced mortgage loan or REO Property, in
lieu of the special servicer's making that advance itself. The special servicer
must make the request in writing, in a timely manner that does not adversely
affect the interests of any series 2000-C2 certificateholder, and must provide
an adequate description of the subject advance and back-up information. The
master servicer must make the requested servicing advance within a specified
number of days following the master servicer's receipt of the request and the
accompanying information. If the request is timely and properly made, the
special servicer will be relieved of any obligations with respect to a servicing
advance that it requests the master servicer to make, regardless of whether or
not the master servicer actually makes that advance.
If the master servicer or the special servicer is required under the
pooling and servicing agreement to make a servicing advance, but neither does so
within ten days after the servicing advance is required to be made, then the
trustee will be required:
- if it has actual knowledge of the failure, to give the defaulting party
notice of its failure; and
- if the failure continues for three more business days, to make the
servicing advance.
Despite the foregoing discussion or anything else to the contrary in this
prospectus supplement, none of the master servicer, the special servicer or the
trustee will be obligated to make servicing advances that, in its judgment,
would not be ultimately recoverable from expected collections on the related
mortgage loan or REO Property. If
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the master servicer, the special servicer or the trustee makes any servicing
advance that it subsequently determines, in its judgment, is not recoverable
from expected collections on the related mortgage loan or REO Property, it may
obtain reimbursement for that advance, together with interest on that advance,
out of general collections on the mortgage loans and any REO Properties on
deposit in the Certificate Account from time to time.
The master servicer will be permitted to pay, and the special servicer may
direct the payment of, some servicing expenses directly out of the Certificate
Account without regard to the relationship between the expense and the funds
from which it is being paid. The most significant of those servicing expenses
relate to the remediation of any adverse environmental circumstance or condition
at any of the mortgaged real properties. In addition, the pooling and servicing
agreement will require the master servicer, at the direction of the special
servicer if a specially serviced asset is involved, to pay directly out of the
Certificate Account any servicing expense that, if advanced by the master
servicer or the special servicer, would not be recoverable from expected
collections on the related mortgage loan or REO Property. This is only to be
done, however, when the master servicer, or the special servicer if a specially
serviced asset is involved, has determined in accordance with the Servicing
Standard that making the payment is in the best interests of the series 2000-C2
certificateholders, as a collective whole.
The master servicer, the special servicer and the trustee will each be
entitled to receive interest on servicing advances made by them. The interest
will accrue on the amount of each servicing advance for so long as the servicing
advance is outstanding, at a rate per annum equal to the prime rate as published
in the "Money Rates" section of The Wall Street Journal, as that prime rate may
change from time to time. Interest accrued with respect to any servicing advance
will be payable at the time that advance is reimbursed--
- first, out of any Default Interest and late payment charges collected on
any pooled mortgage loan during the collection period in which the
advance is reimbursed, and
- then, after the advance has been reimbursed, but only if and to the
extent that the Default Interest and late payment charges referred to in
clause first above were insufficient to cover the advance interest, out
of any amounts on deposit in the Certificate Account.
SUB-SERVICERS
The master servicer and the special servicer may each delegate any of its
servicing obligations under the pooling and servicing agreement to any one or
more third-party servicers. The master servicer or the special servicer, as the
case may be, will remain obligated under the pooling and servicing agreement for
any duties delegated to a sub-servicer. Each sub-servicing agreement between the
master servicer or special servicer, as the case may be, and a sub-servicer must
provide that, if for any reason the master servicer or special servicer, as the
case may be, is no longer acting in that capacity, the
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trustee as successor to the master servicer or special servicer or any other
successor to the master servicer or special servicer, as applicable, may:
- assume the party's rights and obligations under the sub-servicing
agreement; or
- except as described in the next paragraph, terminate the sub-servicing
agreement without cause.
However, if the sub-servicing agreement is with a sub-servicer specifically
identified in the pooling and servicing agreement, the trustee or any other
successor to the master servicer or special servicer, as applicable, may not be
able to terminate that sub-servicer without cause.
The master servicer and special servicer will each be required to monitor
the performance of sub-servicers retained by it. The master servicer and special
servicer will each be solely liable for all fees owed by it to any sub-servicer
retained by it, irrespective of whether its compensation under the pooling and
servicing agreement is sufficient to pay those fees, but the master servicer and
a sub-servicer may contractually agree that the sub-servicer will be paid upon
its or the master servicer's receipt of the related collection on the mortgage
loans. Each sub-servicer will be reimbursed by the master servicer or special
servicer, as the case may be, for various expenditures which it makes, generally
to the same extent the master servicer or special servicer, as the case may be,
would be reimbursed under the pooling and servicing agreement.
THE SERIES 2000-C2 CONTROLLING CLASS REPRESENTATIVE
Series 2000-C2 Controlling Class. As of any date of determination, the
controlling class of series 2000-C2 certificateholders will be the holders of
the most subordinate class of series 2000-C2 certificates then outstanding,
other than the class X, Y and R certificates, that has a total principal balance
that is not less than 25% of that class's original total principal balance.
However, if no class of series 2000-C2 certificates, exclusive of the class X, Y
and R certificates, has a total principal balance that satisfies this
requirement, then the controlling class of series 2000-C2 certificateholders
will be the holders of the most subordinate class of series 2000-C2 certificates
then outstanding, other than the class X, Y and R certificates, that has a total
principal balance greater than zero.
Election of the Series 2000-C2 Controlling Class Representative. The
series 2000-C2 certificateholders entitled to a majority of the voting rights
allocated to the series 2000-C2 controlling class, will be entitled to--
- select a representative having the rights and powers described under
"--The Series 2000-C2 Controlling Class Representative--Rights and Powers
of the Series 2000-C2 Controlling Class Representative" below, or
- replace an existing series 2000-C2 controlling class representative.
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The trustee will be required to notify promptly all the certificateholders
of the series 2000-C2 controlling class that they may select a series 2000-C2
controlling class representative upon:
- the receipt by the trustee of written requests for the selection of a
series 2000-C2 controlling class representative from series 2000-C2
certificateholders entitled to a majority of the voting rights allocated
to the series 2000-C2 controlling class;
- the resignation or removal of the person acting as series 2000-C2
controlling class representative; or
- a determination by the trustee that the controlling class of series
2000-C2 certificateholders has changed.
The notice will explain the process for selecting a series 2000-C2 controlling
class representative.
The appointment of any person as a series 2000-C2 controlling class
representative will not be effective until that person provides the trustee
with--
1. written confirmation of its acceptance of its appointment,
2. an address and telecopy number for the delivery of notices and other
correspondence, and
3. a list of officers or employees of the person with whom the parties to
the pooling and servicing agreement may deal, including their names,
titles, work addresses and telecopy numbers.
Resignation and Removal of the Series 2000-C2 Controlling Class
Representative. The series 2000-C2 controlling class representative may at any
time resign by giving written notice to the trustee and each certificateholder
of the series 2000-C2 controlling class. The series 2000-C2 certificateholders
entitled to a majority of the voting rights allocated to the controlling class
of series 2000-C2 certificateholders, will be entitled to remove any existing
series 2000-C2 controlling class representative by giving written notice to the
trustee and to the existing series 2000-C2 controlling class representative.
Rights and Powers of the Series 2000-C2 Controlling Class
Representative. The series 2000-C2 controlling class representative will be
entitled to advise the special servicer with respect to the following actions.
In addition, the special servicer will generally not be permitted to take any of
the following actions as to which the series 2000-C2 controlling class
representative has objected in writing within ten business days of having been
notified in writing of the particular action and having been provided with all
reasonably requested information with respect to the particular action:
- any foreclosure upon or comparable conversion, which may include
acquisitions of an REO Property, of the ownership of any mortgaged real
properties securing those specially serviced mortgage loans in the trust
as come into and continue in default;
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- 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 in the trust;
- any proposed sale of a defaulted mortgage loan or REO Property out of the
trust for less than par, other than in connection with the termination of
the trust as described under "Description of the Offered
Certificates--Termination" in this prospectus supplement;
- any acceptance of a discounted payoff with respect to a specially
serviced mortgage loan in the trust;
- any determination to bring an REO Property held by the trust into
compliance with applicable environmental laws or to otherwise address
hazardous material located at the REO Property;
- any release of collateral for a specially serviced mortgage loan in the
trust, other than in accordance with the terms of, or upon satisfaction
of, that mortgage loan;
- any acceptance of substitute or additional collateral for a specially
serviced mortgage loan in the trust, other than in accordance with the
terms of that mortgage loan;
- any waiver of a due-on-sale or due-on-encumbrance clause with respect to
a pooled mortgage loan; and
- any acceptance of an assumption agreement releasing a borrower from
liability under a pooled mortgage loan.
In addition, the series 2000-C2 controlling class representative may direct
the special servicer to take, or to refrain from taking, any actions that the
series 2000-C2 controlling class representative may consider advisable or as to
which provision is otherwise made in the pooling and servicing agreement.
Notwithstanding the foregoing, no advice, direction or objection given or
made by the series 2000-C2 controlling class representative, as contemplated by
either of the two preceding paragraphs, may:
- require or cause the special servicer to violate applicable law, the
terms of any pooled mortgage loan or any other provision of the pooling
and servicing agreement described in this prospectus supplement or the
accompanying prospectus, including the special servicer's obligation to
act in accordance with the Servicing Standard;
- result in an adverse tax consequence for the trust;
- expose the trust, us, the underwriters, the master servicer, the special
servicer, the trustee or any of our or their respective affiliates,
directors, officers, members, managers, employees or agents, to any
material claim, suit or liability; or
- materially expand the scope of the special servicer's responsibilities
under the pooling and servicing agreement.
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The special servicer is to disregard any advice, direction or objection on the
part of the series 2000-C2 controlling class representative that would have any
of the effects described in the immediately preceding four bullet points.
Furthermore, the special servicer will not be obligated to seek approval from
the series 2000-C2 controlling class representative for any actions to be taken
by the special servicer with respect to any particular specially serviced
mortgage loan if--
- the special servicer has, as described in the first paragraph under this
"--Rights and Powers of the Series 2000-C2 Controlling Class
Representative" subsection, notified the series 2000-C2 controlling class
representative in writing of various actions that the special servicer
proposes to take with respect to the work-out or liquidation of that
mortgage loan, and
- for 60 days following the first of those notices, the series 2000-C2
controlling class representative has objected to all of those proposed
actions and has failed to suggest or agree to any alternative actions
that the special servicer considers to be consistent with the Servicing
Standard.
When reviewing the "Description of the Agreements" section in the
accompanying prospectus or the rest of this "Servicing of the Underlying
Mortgage Loans" section, it is important that you consider the effects that the
rights and powers of the series 2000-C2 controlling class representative
discussed above could have on the actions of the special servicer.
Liability to Borrowers. In general, any and all expenses of the series
2000-C2 controlling class representative are to be borne by the holders of the
series 2000-C2 controlling class, in proportion to their respective percentage
interests in that class, and not by the trust. However, if a claim is made
against the series 2000-C2 controlling class representative by a borrower with
respect to the pooling and servicing agreement or any particular mortgage loan,
the series 2000-C2 controlling class representative is to immediately notify the
trustee, the master servicer and the special servicer. Subject to the discussion
under "Description of the Agreements--Special Servicers" and "--Certain Matters
Regarding a Master Servicer and the Depositor" in the accompanying prospectus,
the special servicer on behalf of the trust will assume the defense of the claim
against the series 2000-C2 controlling class representative, but only if--
- the special servicer, master servicer or the trust are also named parties
to the same action, and
- in the sole judgment of the special servicer,
1. the series 2000-C2 controlling class representative acted in good
faith, without negligence or willful misfeasance, with regard to the
particular matter at issue, and
2. there is no potential for the special servicer, the master servicer
or the trust to be an adverse party in the action as regards the
series 2000-C2 controlling class representative.
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Liability to the Trust and Other Certificateholders. The series 2000-C2
controlling class representative may have special relationships and interests
that conflict with those of the holders of one or more classes of the offered
certificates. In addition, the series 2000-C2 controlling class representative
will not have any duties to the holders of any class of series 2000-C2
certificates, other than the series 2000-C2 controlling class. The series
2000-C2 controlling class representative may act solely in the interests of the
holders of the series 2000-C2 controlling class and will have no liability to
any other series 2000-C2 certificateholders for having done so. No holder of a
series 2000-C2 certificate may take any action against the series 2000-C2
controlling class representative for having acted solely in the interests of the
holders of the series 2000-C2 controlling class.
REPLACEMENT OF THE SPECIAL SERVICER
Series 2000-C2 certificateholders entitled to a majority of the voting
rights allocated to the series 2000-C2 controlling class may terminate an
existing special servicer and appoint a successor. In addition, if the special
servicer is terminated in connection with an event of default, series 2000-C2
certificateholders entitled to a majority of the voting rights allocated to the
series 2000-C2 controlling class, may appoint a successor. See "Description of
the Agreements--Events of Default" and "--Rights Upon Event of Default" in the
accompanying prospectus. In either case, any appointment of a successor special
servicer will be subject to, among other things, receipt by the trustee of--
1. written confirmation from each of Moody's and Fitch that the appointment
will not result in a qualification, downgrade or withdrawal of any of
the ratings then assigned by the rating agency to the series 2000-C2
certificates, and
2. the written agreement of the proposed special servicer to be bound by
the terms and conditions of the pooling and servicing agreement,
together with an opinion of counsel regarding, among other things, the
enforceability of the pooling and servicing agreement against the
proposed special servicer.
Subject to the foregoing, any certificateholder or any affiliate of a
certificateholder may be appointed as special servicer.
If the controlling class of series 2000-C2 certificateholders terminate an
existing special servicer without cause, then the reasonable out-of-pocket costs
and expenses of any related transfer of the servicing duties are to be paid by
the successor special servicer or the series 2000-C2 certificateholders that
voted to remove the terminated special servicer, as the parties may agree.
Furthermore, the terminated special servicer will be entitled to:
- payment out of the master servicer's custodial account for all accrued
and unpaid special servicing fees; and
- reimbursement by the successor special servicer for any outstanding
servicing advances made by the terminated special servicer, together with
interest.
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Upon reimbursement, any advance will be treated as if it were made by the
successor special servicer.
BENEFICIAL OWNERS OF THE SERIES 2000-C2 CONTROLLING CLASS
If the controlling class of series 2000-C2 certificates is held in
book-entry form, then any beneficial owner of those certificates whose identity
and beneficial ownership interest has been proven to the satisfaction of the
trustee, will be entitled--
- to receive all notices described under "--The Series 2000-C2 Controlling
Class Representative" and "--Replacement of the Special Servicer" above,
and
- to exercise directly all rights described under "--The Series 2000-C2
Controlling Class Representative" and "--Replacement of the Special
Servicer" above,
that it otherwise would if it were the registered holder of certificates of the
series 2000-C2 controlling class.
ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Subject to the discussion under "--The Series 2000-C2 Controlling Class
Representative" above, the master servicer or the special servicer, as
applicable, will be required to determine, in a manner consistent with the
Servicing Standard, whether to exercise any right the lender under any pooled
mortgage loan may have under either a due-on-sale or due-on-encumbrance clause
to accelerate payment of that mortgage loan. However, except as described in the
next sentence, neither the master servicer nor the special servicer may waive
its rights or grant its consent under any due-on-sale or due-on-encumbrance
clause unless it has received written confirmation from each of Moody's and
Fitch that this action would not result in the qualification, downgrade or
withdrawal of any of the then-current ratings then assigned by the rating agency
to the series 2000-C2 certificates. With respect to due-on-sale clauses, this
requirement will apply only if the subject mortgage loan meets certain size
criteria specified by Moody's and Fitch. In the case of due-on-encumbrance
provisions, this requirement will always apply. In addition, the master servicer
may not waive its rights or grant its consent under any due-on-encumbrance
clause without the consent of the special servicer.
MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS
The special servicer, with respect to the specially serviced mortgage loans
in the trust, and the master servicer, with respect to the other pooled mortgage
loans, each may, consistent with the Servicing Standard, agree to:
- modify, waive or amend any term of any mortgage loan;
- extend the maturity of any mortgage loan;
- defer or forgive the payment of interest on and principal of any mortgage
loan;
- defer or forgive the payment of prepayment premiums, yield maintenance
charges and late payment charges on any mortgage loan;
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- permit the release, addition or substitution of collateral securing any
mortgage loan; or
- permit the release, addition or substitution of the borrower or any
guarantor of any mortgage loan.
The ability of the special servicer or the master servicer to agree to any
of the foregoing, however, is subject to the discussion under "--The Series
2000-C2 Controlling Class Representative" and "--Enforcement of Due-on-Sale and
Due-on-Encumbrance Provisions" above and, further, is subject to each of the
following limitations, conditions and restrictions:
- With limited exceptions, including with respect to some routine matters,
the master servicer may not agree to modify, waive or amend any term of,
or take any of the other above-referenced actions with respect to, any of
the pooled mortgage loans, without the consent of the special servicer.
- With limited exceptions, including with respect to the waiving of
Post-ARD Additional Interest, the special servicer may not agree to, or
consent to the master servicer's agreeing to, modify, waive or amend any
term of any mortgage loan in the trust, and the special servicer may not
take, or consent to the master servicer's taking, any of the other
above-referenced actions with respect to any mortgage loan in the trust,
if in any such case doing so would--
1. affect the amount or timing of any related payment of principal,
interest or other amount payable under the mortgage loan, or
2. in the special servicer's or master servicer's, as the case may be,
judgment, materially impair the security for the mortgage loan or
reduce the likelihood of timely payment of amounts due on the
mortgage loan,
unless a material default on the mortgage loan has occurred or, in the
special servicer's judgment, a default with respect to payment on the
mortgage loan is reasonably foreseeable, and the modification, waiver,
amendment or other action is reasonably likely to produce a greater
recovery to the series 2000-C2 certificateholders, as a collective whole,
on a present value basis, than would liquidation.
- The special servicer may not extend, or consent to the master servicer's
extending, the date on which any balloon payment is scheduled to be due
on any mortgage loan in the trust to a date beyond the earliest of--
1. two years prior to the rated final payment date for the series
2000-C2 certificates, and
2. if the mortgage loan is secured by a lien solely or primarily on the
related borrower's leasehold interest in the corresponding mortgaged
real property, 20 years or, to the extent consistent with the
Servicing Standard, giving due consideration to the remaining term
of the ground lease, 10 years, prior to
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the end of the then current term of the related ground lease, plus
any unilateral options to extend.
- Neither the master servicer nor the special servicer may make or permit
any modification, waiver or amendment of any term of, or take any of the
other above-referenced actions with respect to, any mortgage loan in the
trust that would--
1. cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a
REMIC under the Internal Revenue Code of 1986,
2. result in the imposition of any tax on prohibited transactions or
contributions after the startup date of any of REMIC I, REMIC II or
REMIC III under the Internal Revenue Code of 1986, or
3. adversely affect the status of any portion of the trust that is
intended to be a grantor trust under the Internal Revenue Code of
1986.
- The special servicer may not permit or consent to the master servicer's
permitting any borrower to add or substitute any real estate collateral
for any mortgage loan in the trust, unless the special servicer has
first--
1. determined, based upon an environmental assessment prepared by an
independent person who regularly conducts environmental assessments,
at the expense of the borrower, that--
(a) the additional or substitute collateral is in compliance with
applicable environmental laws and regulations, and
(b) that there are no circumstances or conditions present with
respect to the 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
2. received confirmation from each of Moody's and Fitch that the
addition or substitution of any real estate collateral will not
result in a qualification, downgrade or withdrawal of any rating
then assigned by the rating agency to a class of series 2000-C2
certificates.
- Subject to limited exceptions, the special servicer may not release or
consent to the master servicer's releasing any material collateral
securing an outstanding mortgage loan in the trust other than in
accordance with the terms of, or upon satisfaction of, the mortgage loan.
The foregoing limitations, conditions and restrictions will not apply to
any of the acts referenced in this "--Modifications, Waivers, Amendments and
Consents" section that occurs automatically, or that 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 the
subject mortgage loan in effect on the date of initial issuance of the offered
certificates. Also, neither the master
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servicer nor the special servicer will be required to oppose the confirmation of
a plan in any bankruptcy or similar proceeding involving a borrower if, in its
judgment, opposition would not ultimately prevent the confirmation of the plan
or one substantially similar.
Notwithstanding the foregoing, the master servicer will be permitted, in
the case of an ARD Loan, after the related anticipated repayment date, to waive
any or all of the Post-ARD Additional Interest accrued on that mortgage loan, if
the related borrower is ready and willing to pay all other amounts due under the
mortgage loan in full, including the entire principal balance. However, the
master servicer's determination to waive the trust's right to receive that
Post-ARD Additional Interest--
- must be in accordance with the Servicing Standard, and
- will be subject to approval by the special servicer.
The pooling and servicing agreement will also limit the master servicer's
and the special servicer's ability to institute an enforcement action solely for
the collection of Post-ARD Additional Interest.
All material modifications, waivers and amendments entered into with
respect to the pooled mortgage loans are to be in writing. Each of the master
servicer and the special servicer must deliver to the trustee for deposit in the
related mortgage file, an original counterpart of the agreement relating to each
modification, waiver or amendment agreed to by it, promptly following its
execution.
REQUIRED APPRAISALS
Promptly following the occurrence of any Appraisal Trigger Event with
respect to any of the pooled mortgage loans, the special servicer must obtain,
and deliver to the trustee and master servicer a copy of, an appraisal of the
related mortgaged real property from an independent appraiser meeting the
qualifications imposed in the pooling and servicing agreement, unless an
appraisal or an update of an appraisal had previously been obtained within the
prior 12 months and there has been no subsequent material change in the
circumstances surrounding that property that in the special servicer's sole
judgment materially affects the property's value.
Notwithstanding the foregoing, if the Stated Principal Balance of the
subject mortgage loan is less than $1,000,000, the special servicer may, at its
option, perform a limited appraisal and a summary report or an internal
valuation of the mortgaged real property.
As a result of any appraisal or other valuation, it may be determined that
an Appraisal Reduction Amount exists with respect to the subject mortgage loan.
An Appraisal Reduction Amount is relevant to the determination of the amount of
any advances of delinquent interest required to be made with respect to the
affected mortgage loan. See "Description of the Offered Certificates--Advances
of Delinquent Monthly Debt Service Payments" in this prospectus supplement.
If an Appraisal Trigger Event occurs with respect to any mortgage loan in
the trust, then the special servicer will have an ongoing obligation to obtain
or perform, as the case
S-122
<PAGE> 123
may be, within 30 days of each anniversary of the occurrence of that Appraisal
Trigger Event, an update of the prior required appraisal or other valuation.
Based upon that update, the special servicer is to redetermine and report to the
trustee the new Appraisal Reduction Amount, if any, with respect to the mortgage
loan. This ongoing obligation will cease if and when--
- the subject mortgage loan has become a worked-out mortgage loan as
contemplated under "--General" above,
- the subject mortgage loan has remained current for at least three
consecutive monthly debt service payments, and
- no other Appraisal Trigger Event has occurred with respect to the subject
mortgage loan during the preceding three months.
The cost of each required appraisal, and any update of that appraisal, will
be advanced by the special servicer or, at its direction, the master servicer
and will be reimbursable to the special servicer or the master servicer, as
applicable, as a servicing advance.
At any time that an Appraisal Reduction Amount exists with respect to any
mortgage loan in the trust, the series 2000-C2 controlling class representative
may, at its own expense, obtain and deliver to the master servicer, the special
servicer and the trustee an appraisal that satisfies the criteria for a required
appraisal. Upon request of the series 2000-C2 controlling class representative,
the special servicer will be required to recalculate the Appraisal Reduction
Amount with respect to the subject mortgage loan based on that appraisal.
SALE OF DEFAULTED MORTGAGE LOANS
The pooling and servicing agreement grants to the master servicer, the
special servicer and any single certificateholder or group of certificateholders
of the series 2000-C2 controlling class, a right to purchase from the trust
defaulted mortgage loans in the priority described in the next paragraph.
If the special servicer has determined, in its judgment, that any defaulted
mortgage loan will become subject to foreclosure proceedings and the sale of the
loan by the trust under the circumstances described below in this paragraph is
in accordance with the Servicing Standard, the special servicer must give prompt
written notice of its determination to the trustee and the master servicer. The
trustee will then be required to provide a copy of that notice to all
certificateholders of the series 2000-C2 controlling class. Any single
certificateholder or group of certificateholders of the series 2000-C2
controlling class may, at its or their option, within a 15 days after receiving
the notice from the trustee, purchase that defaulted mortgage loan from the
trust, at a cash price generally equal to--
- the Stated Principal Balance of the subject mortgage loan,
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<PAGE> 124
- all unpaid and unadvanced interest, other than any Post-ARD Additional
Interest and Default Interest, with respect to the subject mortgage loan
up to, but not including, the due date in the collection period of
purchase, and
- all unreimbursed advances with respect to the subject mortgage loan,
together with any interest on those advances payable to the parties that
made them.
If two or more separate certificateholders or groups of certificateholders
of the series 2000-C2 controlling class want to purchase the defaulted mortgage
loan, preference will be given to the certificateholder or group of
certificateholders with the largest interest in the series 2000-C2 controlling
class. If certificateholders of the series 2000-C2 controlling class have not
purchased that defaulted mortgage loan within 15 days of their having received
the relevant notice, then for a limited period, either the special servicer or
the master servicer, in that order of priority, may at its option purchase the
defaulted mortgage loan from the trust at the same cash price as was applicable
for the certificateholders of the series 2000-C2 controlling class. Each of the
master servicer and the special servicer may designate an affiliate to complete
the purchase.
The special servicer may offer to sell on behalf of the trust, any
defaulted mortgage loan not otherwise purchased as described in the preceding
paragraphs, if and when the special servicer determines, consistent with the
Servicing Standard, that a sale would be in the best economic interests of the
series 2000-C2 certificateholders, as a collective whole. Any offer must be made
in a commercially reasonable manner for a period of not less than 15 days.
Subject to the discussion in the next paragraph and under "--The Series 2000-C2
Controlling Class Representative" above, the special servicer will be required
to accept the highest cash bid received from any person that is a fair price,
determined in accordance with the pooling and servicing agreement, for the
mortgage loan.
The special servicer will not be obligated to accept the highest cash bid
if the special servicer determines, in accordance with the Servicing Standard,
that rejection of the highest cash bid would be in the best interests of the
series 2000-C2 certificateholders, as a collective whole. Furthermore, subject
to the discussion under "--The Series 2000-C2 Controlling Class Representative"
above, the special servicer may accept a lower cash bid from any person or
entity, other than itself or an affiliate, if it determines, in accordance with
the Servicing Standard, that acceptance of the bid would be in the best
interests of the certificateholders, as a collective whole. For example, the
prospective buyer making the lower bid may be more likely to perform its
obligations or the terms, other than the price, offered by the prospective buyer
making the lower bid may be more favorable.
Neither the trustee, in its individual capacity, nor any of its affiliates
or agents may bid for or purchase from the trust any defaulted mortgage loan or
any REO Property. See "Description of the Agreements--Realization Upon Defaulted
Whole Loans" in the accompanying prospectus.
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<PAGE> 125
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The special servicer will be required, at the expense of the trust, to
inspect or cause an inspection of the related corresponding mortgaged real
property as soon as practicable, but not more than 60 days, after any mortgage
loan becomes a specially serviced mortgage loan. Beginning in 2001, the master
servicer or, in the case of specially serviced mortgage loans and REO Properties
in the trust, the special servicer will be required, at its own expense except
as described in the prior sentence, to inspect or cause an inspection of each
mortgaged real property at least once per calendar year, or, in the case of each
pooled mortgage loan with an unpaid principal balance of under $2,000,000, once
every two years. The master servicer and the special servicer will each be
required to prepare or cause the preparation of a written report of each
inspection performed by it that generally describes the condition of the
particular real property and that specifies--
- any sale, transfer or abandonment of the property of which the master
servicer or the special servicer, as applicable, is aware, or
- any change in the property's condition, occupancy or value that the
master servicer or the special servicer, as applicable, in accordance
with the Servicing Standard, considers to be material.
The special servicer, in the case of each specially serviced mortgage loan
in the trust, and the master servicer, in the case of each other mortgage loan
in the trust, will each be required to use reasonable efforts to collect from
the related borrower and review the following items, to the extent that those
items are required to be delivered under the related loan documents:
- the quarterly, annual, monthly or other operating statements and related
rent rolls of the corresponding mortgaged real property; and
- the quarterly and annual financial statements of the borrower.
The special servicer will also be required to cause quarterly and annual
operating statements and related rent rolls to be prepared for each REO Property
in the trust. However, there can be no assurance that any operating statements
required to be delivered by a borrower will in fact be delivered, nor is the
master servicer or the special servicer likely to have any practical means of
compelling delivery.
RESIGNATION OF THE MASTER SERVICER AND THE SPECIAL SERVICER
In addition to the circumstances described under "Description of the
Agreements--Certain Matters Regarding a Master Servicer and the Depositor" in
the accompanying prospectus, the master servicer and special servicer have the
right to resign, if--
- a willing successor to the resigning party has been found,
- the successor is acceptable to us,
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<PAGE> 126
- each of the applicable rating agencies confirms that the successor's
appointment will not result in a qualification, downgrade or withdrawal
of the rating then assigned to the offered certificates,
- the resigning party pays all costs and expenses in connection with its
resignation, and
- the successor accepts its appointment prior to the effectiveness of the
resignation of the master servicer or special servicer, as the case may
be.
S-126
<PAGE> 127
DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL
The series 2000-C2 certificates will be issued, on or about August 24,
2000, under the pooling and servicing agreement. They will represent the entire
beneficial ownership interest of the trust. The assets of the trust will
include:
- the pooled mortgage loans;
- any and all payments under and proceeds of the pooled mortgage loans
received after the cut-off date, exclusive of payments of principal,
interest and other amounts due on or before that date;
- the loan documents for the pooled mortgage loans;
- our rights under each of the mortgage loan purchase agreements between us
and the respective mortgage loan sellers;
- any REO Properties acquired by the trust with respect to defaulted
mortgage loans; and
- those funds or assets as from time to time are deposited in the
certificate account, as described under "Description of the
Agreements--Certificate Account" in the accompanying prospectus or the
interest reserve account, as described under "--Interest Reserve Account"
below.
The series 2000-C2 certificates will include the following classes--
- the A-1, A-2, B, C, D, E, F and G classes, which are the classes of
series 2000-C2 certificates that are offered by this prospectus
supplement, and
- the H, J, K, L, M, N, P, X, Y and R classes, which are the classes of
series 2000-C2 certificates that--
1. will be retained or privately placed by us, and
2. are not offered by this prospectus supplement.
The class A-1, A-2, B, C, D, E, F, G, H, J, K, L, M, N and P certificates
are the only series 2000-C2 certificates that will have principal balances. The
principal balance of any of these certificates will represent the total payments
of principal to which the holder of the certificate is entitled over time out of
payments, or advances in lieu of payments, and other collections on the assets
of the trust. Accordingly, on each payment date, the principal balance of each
of these certificates will be permanently reduced by any payments of principal
actually made with respect to the certificate on that payment date. See
"--Payments" below. On any particular payment date, the principal balance of
each of these certificates may also be permanently reduced, without any
corresponding payment, in connection with losses on the underlying mortgage
loans and default-related and otherwise unanticipated expenses. See
"--Reductions in Certificate Principal Balances in Connection With Realized
Losses and Additional Trust Fund Expenses" below.
S-127
<PAGE> 128
The class X certificates will not have principal balances, and the holders
of the class X certificates will not be entitled to receive payments of
principal. However, each class X certificate will have a notional amount for
purposes of calculating the accrual of interest with respect to that
certificate. The total notional amount of all the class X certificates will
equal the total principal balance of all the Class A-1, A-2, B, C, D, E, F, G,
H, J, K, L, M, N and P certificates outstanding from time to time.
In general, principal balances and notional amounts will be reported on a
class-by-class basis. In order to determine the principal balance or notional
amount of any of your offered certificates from time to time, you may multiply
the original principal balance or notional amount of that certificate as of the
date of initial issuance of the offered certificates, as specified on the face
of that certificate, by the then-applicable certificate factor for the relevant
class. The certificate factor for any class of offered certificates, as of any
date of determination, will equal a fraction, expressed as a percentage, the
numerator of which will be the then outstanding total principal balance or
notional amount, as applicable, of that class, and the denominator of which will
be the original total principal balance or notional amount, as applicable, of
that class. Certificate factors will be reported monthly in the trustee's
report.
REGISTRATION AND DENOMINATIONS
General. The offered certificates will be issued in book-entry form in
original denominations of $10,000 initial principal balance and any whole dollar
denomination in excess of $10,000.
Each class of offered certificates will initially be represented by one or
more certificates registered in the name of Cede & Co., as nominee of The
Depository Trust Company. You will not be entitled to receive an offered
certificate issued in fully registered, certificated form, except under the
limited circumstances described under "Description of the
Certificates--Book-Entry Registration and Definitive Certificates" in the
accompanying prospectus. For so long as any class of offered certificates is
held in book-entry form--
- all references in this prospectus supplement to actions by holders of
those certificates will refer to actions taken by DTC upon instructions
received from beneficial owners of those certificates through its
participating organizations, and
- all references in this prospectus supplement to payments, notices,
reports, statements and information made or sent to holders of those
certificates will refer to payments, notices, reports and statements made
or sent to DTC or Cede & Co., as the registered holder of those
certificates, for payment or transmittal, as applicable, to the
beneficial owners of those certificates through its participating
organizations in accordance with DTC's procedures.
The trustee or its agent will initially serve as registrar for purposes of
providing for the registration of the offered certificates and, if and to the
extent physical certificates are issued to the actual beneficial owners of any
of the offered certificates, the registration of transfers and exchanges of
those certificates.
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<PAGE> 129
DTC. Except in limited circumstances described in the accompanying
prospectus, you will hold your offered certificates through DTC, if you are a
participating organization of the DTC system, or indirectly through
organizations that are participants in the DTC system. For a discussion of DTC,
see "Description of the Certificates--Book-Entry Registration and Definitive
Certificates" in the accompanying prospectus.
INTEREST RESERVE ACCOUNT
The trustee must maintain an account in which it will hold the interest
reserve amounts described in the next paragraph with respect to the underlying
mortgage loans that accrue interest on an actual/360 basis. That Interest
Reserve Account must be maintained in a manner and with a depository that
satisfies rating agency standards for securitizations similar to the one
involving the offered certificates. Funds held in the Interest Reserve Account
will remain uninvested.
During January, except in a leap year, and February of each calendar year,
beginning in 2001, the trustee will, on or before the payment date in that
month, withdraw from the account maintained by it as part of the Certificate
Account and deposit in the Interest Reserve Account the interest reserve amount
with respect to each of the underlying mortgage loans that accrues interest on
an actual/360 basis and for which the monthly debt service payment due in that
month was either received or advanced. In general, that interest reserve amount
for each such mortgage loan will equal one day's interest accrued at the related
mortgage interest rate, less the related Administrative Fee Rate, on the Stated
Principal Balance of that loan as of the end of the related collection period.
In the case of an ARD Loan, however, the interest reserve amount will not
include Post-ARD Additional Interest.
During March of each calendar year, beginning in 2001, the trustee will, on
or before the payment date in that month, withdraw from the Interest Reserve
Account and deposit in the account maintained by it as part of the Certificate
Account any and all interest reserve amounts then on deposit in the Interest
Reserve Account with respect to the underlying mortgage loans that accrue
interest on an actual/360 basis. All interest reserve amounts that are so
transferred from the Interest Reserve Account to the Certificate Account will be
included in the Available Distribution Amount for the March payment date.
PAYMENTS
General. On each payment date, the trustee will, subject to the available
funds and the exception described in the next sentence, remit all payments
required to be made on the series 2000-C2 certificates on that date to the
holders of record as of the close of business on the last business day of the
calendar month preceding the month in which those payments are to occur. The
final payment of principal and/or interest on any offered certificate, however,
will be made only upon presentation and surrender of that certificate at the
location to be specified in a notice of the pendency of that final payment.
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<PAGE> 130
In order for a series 2000-C2 certificateholder to receive payments by wire
transfer on and after any particular payment date, that certificateholder must
provide the trustee with written wiring instructions no later than the last day
of the calendar month preceding the month in which that payment date occurs.
Otherwise, that certificateholder will receive its payments by check mailed to
it.
Payments made to a class of series 2000-C2 certificateholders will be
allocated among those certificateholders in proportion to their respective
percentage interests in that class.
Cede & Co. will be the registered holder of your offered certificates, and
you will receive payments on your offered certificates through DTC and its
participating organizations, until physical certificates are issued, if ever.
See "--Registration and Denominations" above.
Payments of Interest. All of the classes of the series 2000-C2
certificates will bear interest, except for the Y and R classes.
With respect to each interest-bearing class of the series 2000-C2
certificates, that interest will accrue during each interest accrual period
based upon--
- the pass-through rate for that class and the related payment date,
- the total principal balance or notional amount, as the case may be, of
that class outstanding immediately prior to the related payment date, and
- the assumption that each year consists of twelve 30-day months.
On each payment date, subject to the Available Distribution Amount for that
date and the priorities of payment described under "--Payments--Priority of
Payments" below, the holders of each interest-bearing class of the series
2000-C2 certificates will be entitled to receive--
- the total amount of interest accrued during the related interest accrual
period with respect to that class of series 2000-C2 certificates, reduced
by
- the portion of any Net Aggregate Prepayment Interest Shortfall for that
payment date that is allocable to that class of series 2000-C2
certificates.
If the holders of any interest-bearing class of the series 2000-C2
certificates do not receive all of the interest to which they are entitled on
any payment date, then they will continue to be entitled to receive the unpaid
portion of that interest on future payment dates, subject to the Available
Distribution Amounts for those future payment dates and the priorities of
payment described under "--Payments--Priority of Payments" below. However, no
interest will accrue on any such unpaid interest.
S-130
<PAGE> 131
The portion of any Net Aggregate Prepayment Interest Shortfall for any
payment date that is allocable to any particular interest-bearing class of the
series 2000-C2 certificates will equal the product of:
- the amount of that Net Aggregate Prepayment Interest Shortfall,
multiplied by
- a fraction--
1. the numerator of which is the total amount of interest accrued
during the related interest accrual period with respect to that
class of series 2000-C2 certificates, and
2. the denominator of which is the total amount of interest accrued
during the related interest accrual period with respect to all of
the interest-bearing classes of the series 2000-C2 certificates.
Calculation of Pass-Through Rates. The initial pass-through rate for each
interest-bearing class of series 2000-C2 certificates is shown on page S-5.
The pass-through rates for the class A-1 and A-2 certificates for each
subsequent payment date will be fixed at their respective initial pass-through
rates.
The pass-through rate for the class G certificates for each subsequent
payment date is equal to the Weighted Average Pool Pass-Through Rate for that
payment date.
The pass-through rate for each other class of offered certificates for each
subsequent payment date will equal the lesser of--
- the initial pass-through rate for that class, and
- the Weighted Average Pool Pass-Through Rate for that payment date.
The calculation of the Weighted Average Pool Pass-Through Rate will be
unaffected by any change in the mortgage interest rate for any mortgage loan,
including in connection with any bankruptcy or insolvency of the related
borrower or any modification of that mortgage loan agreed to by the master
servicer or the special servicer.
The pass-through rate for each non-offered class of series 2000-C2
certificates, other than the class X, Y and R certificates, is fixed and will
remain constant at the initial pass-through rate set forth with respect to that
class on page S-5.
The pass-through rate applicable to the class X certificates for each
payment date will equal the excess, if any, of--
- the Weighted Average Pool Pass-Through Rate for that payment date, over
- the weighted average of the pass-through rates for each of the other
interest-bearing classes of the series 2000-C2 certificates for that
payment date, weighted on the basis of the relative total principal
balances of those other classes of series 2000-C2 certificates
outstanding immediately prior to that payment date.
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<PAGE> 132
The class Y and R certificates will not be interest-bearing and, therefore,
will not have pass-through rates.
Payments of Principal. Subject to the relevant Available Distribution
Amount and the priority of payments described under "--Payments--Priority of
Payments" below, the total amount of principal payable with respect to each
class of the series 2000-C2 certificates, other than the class X, Y and R
certificates, on each payment date, will equal that class's allocable share of
the Total Principal Payment Amount for that payment date.
In general, the portion of the Total Principal Payment Amount that will be
allocated to the class A-1 and A-2 certificates on each payment date will equal:
- in the case of the class A-1 certificates, the lesser of--
1. the entire Total Principal Payment Amount for that payment date, and
2. the total principal balance of the class A-1 certificates
immediately prior to that payment date; and
- in the case of the class A-2 certificates, the lesser of--
1. the entire Total Principal Payment Amount for that payment date,
reduced by any portion of that amount allocable to the class A-1
certificates as described in the preceding bullet point, and
2. the total principal balance of the class A-2 certificates
immediately prior to that payment date.
However, if both of those classes are outstanding at a time when the total
principal balance of the class B, C, D, E, F, G, H, J, K, L, M, N and P
certificates has been reduced to zero as described under "--Reductions to
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" below, then the Total Principal Payment Amount for each
payment date thereafter will be allocable between those two classes on a pro
rata basis in accordance with their respective total principal balances
immediately prior to that payment date, in each case up to that total principal
balance. In addition, if both of those classes are outstanding on the final
payment date for the series 2000-C2 certificates, then the Total Principal
Payment Amount will be similarity allocated between them.
WHILE THE CLASS A-1 AND/OR A-2 CERTIFICATES ARE OUTSTANDING, NO PORTION OF
THE TOTAL PRINCIPAL PAYMENT AMOUNT FOR ANY PAYMENT DATE WILL BE ALLOCATED TO ANY
OTHER CLASS OF SERIES 2000-C2 CERTIFICATES.
Following the retirement of the class A-1 and A-2 certificates, the Total
Principal Payment Amount for each payment date will be allocated to the
respective classes of series 2000-C2 certificates identified in the table below
and in the order of priority set forth in that table, in each case up to the
lesser of--
- the portion of that Total Principal Payment Amount that remains
unallocated, and
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<PAGE> 133
- the total principal balance of the particular class immediately prior to
that payment date.
<TABLE>
<CAPTION>
ORDER OF ALLOCATION CLASS
-------------------- -----
<S> <C>
1(st).............. B
2(nd).............. C
3(rd).............. D
4(th).............. E
5(th).............. F
6(th).............. G
7(th).............. H
8(th).............. J
9(th).............. K
10(th).............. L
11(th).............. M
12(th).............. N
13(th).............. P
</TABLE>
IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES 2000-C2 CERTIFICATES
LISTED IN THE FOREGOING TABLE BE ENTITLED TO RECEIVE ANY PAYMENTS OF PRINCIPAL
UNTIL THE TOTAL PRINCIPAL BALANCE OF THE CLASS A-1 AND A-2 CERTIFICATES IS
REDUCED TO ZERO. FURTHERMORE, IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF
SERIES 2000-C2 CERTIFICATES LISTED IN THE FOREGOING TABLE BE ENTITLED TO RECEIVE
ANY PAYMENTS OF PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF ALL OTHER CLASSES
OF SERIES 2000-C2 CERTIFICATES, IF ANY, LISTED ABOVE IT IN THE FOREGOING TABLE
IS REDUCED TO ZERO.
Loss Reimbursement Amounts. As discussed under "--Reductions of
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" below, the total principal balance of any class of series
2000-C2 certificates, other than the class X, Y and R certificates, may be
reduced without a corresponding payment of principal. If that occurs with
respect to any class of series 2000-C2 certificates, then, subject to the
relevant Available Distribution Amount and the priority of payment described
under "--Payments--Priority of Payments" below, the holders of that class will
be entitled to be reimbursed for the amount of that reduction, without interest.
Priority of Payments. On each payment date, the trustee will apply the
Available Distribution Amount for that date to make the following payments in
the following order of priority, in each case to the extent of the remaining
portion of that Available Distribution Amount:
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<PAGE> 134
<TABLE>
<CAPTION>
ORDER OF RECIPIENT
PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT
-------- ---------------- --------------------------
<S> <C> <C>
1(st) A-1, A-2 and X Interest up to the total interest payable on those
classes, pro rata based on the total interest payable
on each class
2(nd) A-1 and A-2 Principal up to the total principal payable on those
classes, allocable as between those classes as
described immediately following this table
3(rd) A-1 and A-2 Reimbursement up to the loss reimbursement amounts
for those classes, pro rata based on the loss
reimbursement amount for each class
-----------------------------------------------------------------------------------
4(th) B Interest up to the total interest payable on that
class
5(th) B Principal up to the total principal payable on that
class
6(th) B Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
7(th) C Interest up to the total interest payable on that
class
8(th) C Principal up to the total principal payable on that
class
9(th) C Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
10(th) D Interest up to the total interest payable on that
class
11(th) D Principal up to the total principal payable on that
class
12(th) D Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
13(th) E Interest up to the total interest payable on that
class
14(th) E Principal up to the total principal payable on that
class
15(th) E Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
16(th) F Interest up to the total interest payable on that
class
17(th) F Principal up to the total principal payable on that
class
18(th) F Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
19(th) G Interest up to the total interest payable on that
class
20(th) G Principal up to the total principal payable on that
class
21(st) G Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
22(nd) H Interest up to the total interest payable on that
class
23(rd) H Principal up to the total principal payable on that
class
24(th) H Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
</TABLE>
S-134
<PAGE> 135
<TABLE>
<CAPTION>
ORDER OF RECIPIENT
PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT
-------- ---------------- --------------------------
<S> <C> <C>
25(th) J Interest up to the total interest payable on that
class
26(th) J Principal up to the total principal payable on that
class
27(th) J Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
28(th) K Interest up to the total interest payable on that
class
29(th) K Principal up to the total principal payable on that
class
30(th) K Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
31(st) L Interest up to the total interest payable on that
class
32(nd) L Principal up to the total principal payable on that
class
33(rd) L Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
34(th) M Interest up to the total interest payable on that
class
35(th) M Principal up to the total principal payable on that
class
36(th) M Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
37(th) N Interest up to the total interest payable on that
class
38(th) N Principal up to the total principal payable on that
class
39(th) N Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
40(th) P Interest up to the total interest payable on that
class
41(st) P Principal up to the total principal payable on that
class
42(nd) P Reimbursement up to the loss reimbursement amount for
that class
-----------------------------------------------------------------------------------
43(rd) R Any remaining portion of the Available Distribution
Amount
</TABLE>
In general, no payments of principal will be made with respect to the class
A-2 certificates until the total principal balance of the class A-1 certificates
is reduced to zero. However, if both of those classes are outstanding at a time
when the total principal balance of the class B, C, D, E, F, G, H, J, K, L, M, N
and P certificates has been reduced to zero as described under "--Reductions to
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" below, or if both of those classes are outstanding on the
final payment date for the series 2000-C2 certificates, then payments of
principal on the class A-1 certificates and the class A-2 certificates will be
made on a pro rata basis in accordance with the respective total principal
balances of those classes then outstanding.
References to "loss reimbursement amount" in the foregoing table mean, in
the case of any class of series 2000-C2 certificates, other than the class X, Y
and R certificates, for any payment date, the total amount to which the holders
of that class are entitled as reimbursement for all previously unreimbursed
reductions, if any, made in the total principal balance of that class on all
prior payment dates as discussed under
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"--Reductions to Certificate Principal Balances in Connection With Realized
Losses and Additional Trust Fund Expenses" below.
Payments of Prepayment Premiums and Yield Maintenance Charges. If any
prepayment consideration is collected during any particular collection period
with respect to any mortgage loan in the trust, regardless of whether that
prepayment consideration is calculated as a percentage of the amount prepaid or
in accordance with a yield maintenance formula, then on the payment date
corresponding to that collection period, the trustee will pay a portion of that
prepayment consideration to the holders of each class of offered certificates up
to an amount equal to the product of--
- the full amount of that prepayment consideration, multiplied by
- a fraction, which in no event may be greater than 1.0 or less than 0.0,
the numerator of which is equal to the excess, if any, of the
pass-through rate for that class of certificates over the monthly
equivalent of the relevant discount rate, and the denominator of which is
equal to the excess, if any, of the mortgage interest rate of the prepaid
mortgage loan over the monthly equivalent of the relevant discount rate,
and further multiplied by
- a fraction, the numerator of which is equal to the amount of principal
payable to that class of certificates on that payment date, and the
denominator of which is the Total Principal Payment Amount for that
payment date.
The discount rate applicable to any class of offered certificates, with
respect to any prepaid mortgage loan with a yield maintenance calculation method
of "Present Value Type I", will equal the average yield for "This Week" as
reported by the Federal Reserve Board in Federal Reserve Statistical Release
H.15(519) for the constant maturity treasury security having a maturity
coterminous with the remaining term to maturity or the related anticipated
repayment date, as applicable, for the prepaid mortgage loan. If there are no
constant maturity treasuries having such a maturity, then that discount rate
will equal the interpolation of the yields of the constant maturity treasuries
with maturities longer and shorter than the remaining term to maturity or the
related anticipated repayment date, as applicable, for the prepaid mortgage
loan.
The discount rate applicable to any class of offered certificates, with
respect to any prepaid mortgage loan with a yield maintenance calculation method
of "Present Value Type II" will equal the average yield for "This Week" as
reported by the Federal Reserve Board in Federal Reserve Statistical Release
H.15(519) for the constant maturity treasury security having a maturity
coterminous with the remaining weighted average life of the prepaid mortgage
loan. In the case of an ARD Loan, the remaining weighted average life will be
calculated assuming all principal is repaid on the anticipated repayment date.
If there are no constant maturity treasuries having such a maturity, then that
discount rate will equal the interpolation of the yields of the constant
maturity treasuries with maturities longer and shorter than the remaining
weighted average life for the prepaid mortgage loan.
The trustee will thereafter remit any remaining portion of the prepayment
consideration on the subject payment date to the holders of the class X
certificates. After the payment date on which the total principal balance of all
classes of the offered
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certificates has been reduced to zero, the trustee will pay any prepayment
consideration collected on the pooled mortgage loans, entirely to the holders of
the class X certificates.
None of the holders of the other non-offered classes of the series 2000-C2
certificates will be entitled to receive any prepayment premium or yield
maintenance charge.
Neither we nor any of the underwriters makes any representation as to--
- the enforceability of any provision of the pooled mortgage loans
requiring the payment of a prepayment premium or yield maintenance
charge, or
- the collectability of that prepayment premium or yield maintenance
charge.
See "Description of the Mortgage Pool--Terms and Conditions of the Mortgage
Loans--Voluntary Prepayment Provisions" in this prospectus supplement.
Payments of Additional Interest. The holders of the class Y certificates
will be entitled to all amounts, if any, collected on the ARD Loans in the trust
and applied as Post-ARD Additional Interest.
Treatment of REO Properties. Notwithstanding that any mortgaged real
property may be acquired as part of the trust assets through foreclosure,
deed-in-lieu of foreclosure or otherwise, the related mortgage loan will be
treated as having remained outstanding, until the REO Property is liquidated,
for purposes of determining--
- payments on the series 2000-C2 certificates,
- allocations of Realized Losses and Additional Trust Fund Expenses to the
series 2000-C2 certificates, and
- the amount of all fees payable to the master servicer, the special
servicer and the trustee under the pooling and servicing agreement.
In connection with the foregoing, that mortgage loan will be taken into account
when determining the Weighted Average Pool Pass-Through Rate and the Total
Principal Payment Amount for each payment date.
Operating revenues and other proceeds derived from an REO Property will be
applied--
- first, to pay, or to reimburse the master servicer, the special servicer
and/or the trustee for the payment of, any costs and expenses incurred in
connection with the operation and disposition of the REO Property, and
- thereafter, as collections of principal, interest and other amounts due
on the related mortgage loan.
To the extent described under "--Advances of Delinquent Monthly Debt
Service Payments" below, the master servicer and the trustee will be required to
advance delinquent monthly debt service payments with respect to each pooled
mortgage loan as to which the corresponding mortgaged real property has become
an REO Property, in all cases as if the mortgage loan had remained outstanding.
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REDUCTIONS TO CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES
AND ADDITIONAL TRUST FUND EXPENSES
As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of the mortgage pool may decline below the total
principal balance of the series 2000-C2 certificates. If this occurs following
the payments made to the series 2000-C2 certificateholders on any payment date,
then the respective total principal balances of the following classes of the
series 2000-C2 certificates are to be sequentially reduced in the following
order, until the total principal balance of the series 2000-C2 classes of
certificates equals the total Stated Principal Balance of the mortgage pool that
will be outstanding immediately following that payment date.
<TABLE>
<CAPTION>
ORDER OF ALLOCATION CLASS
------------------- ------------------------
<S> <C>
1(st)................. P
2(nd)................. N
3(rd)................. M
4(th)................. L
5(th)................. K
6(th)................. J
7(th)................. H
8(th)................. G
9(th)................. F
10(th)................. E
11(th)................. D
12(th)................. C
13(th)................. B
14(th)................. A-1 and A-2, pro rata
based on total principal
balances
</TABLE>
The above-described reductions in the total principal balances of the
respective classes of series 2000-C2 certificates identified in the foregoing
table, will represent an allocation of the Realized Losses and/or Additional
Trust Fund Expenses that caused the particular mismatch in balances between the
pooled mortgage loans and those classes of series 2000-C2 certificates. A
reduction of this type in the total principal balance of any of the classes of
series 2000-C2 certificates identified in the foregoing table, will result in a
corresponding reduction in the total notional amount of the class X
certificates. In no event will the principal balance of any class of series
2000-C2 certificates identified in the foregoing table be reduced until the
total principal balance of all series 2000-C2 certificates listed above it in
the table has been reduced to zero.
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The Realized Loss, if any, in connection with the liquidation of a
defaulted mortgage loan, or related REO Property, in the trust, will be an
amount generally equal to the excess, if any, of:
- the outstanding principal balance of the mortgage loan as of the date of
liquidation, together with--
1. all accrued and unpaid interest on the mortgage loan to but not
including the due date in the collection period in which the
liquidation occurred, exclusive, however, of any portion of that
interest that represents Default Interest or Post-ARD Additional
Interest, and
2. all related unreimbursed servicing advances and unpaid liquidation
expenses; over
- the total amount of liquidation proceeds, if any, recovered in connection
with the liquidation.
If any portion of the debt due under a pooled mortgage loan is forgiven,
whether in connection with a modification, waiver or amendment granted or agreed
to by the master servicer or the special servicer or in connection with the
bankruptcy, insolvency or similar proceeding involving the related borrower, the
amount forgiven, other than Default Interest and Post-ARD Additional Interest,
also will be treated as a Realized Loss.
Some examples of Additional Trust Fund Expenses are:
- any special servicing fees, workout fees and liquidation fees paid to the
special servicer;
- any interest paid to the master servicer, the special servicer and/or the
trustee with respect to unreimbursed advances, which interest payment is
not covered out of late payment charges and Default Interest actually
collected on the pooled mortgage loans;
- the cost of various opinions of counsel required or permitted to be
obtained in connection with the servicing of the pooled mortgage loans
and the administration of the other trust assets;
- any unanticipated, non-mortgage loan specific expenses of the trust,
including
1. any reimbursements and indemnifications to the trustee, as described
under "Description of the Agreements--Certain Matters Regarding the
Trustee" in the accompanying prospectus,
2. any reimbursements and indemnification to the master servicer, the
special servicer and us, as described under "Description of the
Agreements--Certain Matters Regarding a Master Servicer and the
Depositor" and "--Special Servicers" in the accompanying prospectus,
and
3. any federal, state and local taxes, and tax-related expenses,
payable out of the trust assets, as described under "Federal Income
Tax Conse-
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quences--REMICs--Prohibited Transactions Tax and Other Taxes" in the
accompanying prospectus;
- rating agency fees, other than on-going surveillance fees, that cannot be
recovered from the borrower;
- expenses of enforcing the repurchase of a defective mortgage loan not
paid by the related mortgage loan seller; and
- any amounts expended on behalf of the trust to remediate an adverse
environmental condition at any mortgaged real property securing a
defaulted mortgage loan in the trust, as described under "Description of
the Agreements--Realization Upon Defaulted Whole Loans" in the
accompanying prospectus.
ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS
The master servicer will be required to make, for each payment date, a
total amount of advances of principal and/or interest generally equal to all
monthly debt service payments other than balloon payments, and assumed monthly
debt service payments, in each case net of related master servicing fees and
workout fees, that--
- were due or deemed due, as the case may be, with respect to the pooled
mortgage loans during the related collection period, and
- were not paid by or on behalf of the respective underlying borrowers or
otherwise collected as of the close of business on the last day of the
related collection period.
Notwithstanding the foregoing, if it is determined that an Appraisal
Reduction Amount exists with respect to any mortgage loan in the trust, then the
master servicer will reduce the interest portion, but not the principal portion,
of each monthly debt service advance that it must make with respect to that
mortgage loan during the period that the Appraisal Reduction Amount exists. The
interest portion of any monthly debt service advance required to be made with
respect to any mortgage loan as to which there exists an Appraisal Reduction
Amount, will equal the product of:
- the amount of the interest portion of that advance of monthly debt
service payments that would otherwise be required to be made for the
subject payment date without regard to this sentence and the prior
sentence; multiplied by
- a fraction--
1. the numerator of which is equal to the Stated Principal Balance of
the mortgage loan, net of the Appraisal Reduction Amount, and
2. the denominator of which is equal to the Stated Principal Balance of
the mortgage loan.
With respect to any payment date, the master servicer will be required to
make monthly debt service advances either out of its own funds or, subject to
replacement as and to the extent provided in the pooling and servicing
agreement, funds held in the
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Certificate Account that are not required to be paid on the series 2000-C2
certificates on that payment date.
The trustee will be required to make any monthly debt service advance that
the master servicer fails to make. See "--The Trustee" below.
The master servicer and the trustee will each be entitled to recover any
monthly debt service advance made by it, out of its own funds, from collections
on the mortgage loan as to which the advance was made. Neither the master
servicer nor the trustee will be obligated to make any monthly debt service
advance that, in its judgment, would not ultimately be recoverable out of
collections on the related mortgage loan. If the master servicer or the trustee
makes any monthly debt service advance that it subsequently determines, in its
judgment, will not be recoverable out of collections on the related mortgage
loan, it may obtain reimbursement for that advance, together with interest
accrued on the advance as described in the next paragraph, out of general
collections on the mortgage loans and any REO Properties in the trust on deposit
in the Certificate Account from time to time. See "Description of the
Certificates--Advances in Respect of Delinquencies" in the accompanying
prospectus.
The master servicer and the trustee will each be entitled to receive
interest on monthly debt service advances made by it out of its own funds. That
interest will accrue on the amount of each monthly debt service advance for so
long as that advance is outstanding, at an annual rate equal to the prime rate
as published in the "Money Rates" section of The Wall Street Journal, as that
prime rate may change from time to time. Interest accrued with respect to any
monthly debt service advance will be payable at the time that advance is
reimbursed--
- first, out of any Default Interest and late payment charges collected on
any pooled mortgage loan during the collection period in which the
advance is reimbursed, and
- then, after the advance has been reimbursed, but only if and to the
extent that the Default Interest and late payment charges referred to in
clause first were insufficient to cover the advance interest, out of any
amounts on deposit in the Certificate Account.
Any delay between a sub-servicer's receipt of a late collection of a
monthly debt service payment as to which an advance was made and the forwarding
of that late collection to the master servicer, will increase the amount of
interest accrued and payable to the master servicer or the trustee, as the case
may be, on that advance. To the extent not offset by Default Interest and/or
late payment charges accrued and actually collected, interest accrued on
outstanding monthly debt service advances will result in a reduction in amounts
payable on the series 2000-C2 certificates.
A monthly debt service payment will be assumed to be due with respect to:
- each pooled mortgage loan that is delinquent with respect to its balloon
payment beyond the end of the collection period in which its maturity
date occurs and as
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to which no arrangements have been agreed to for the collection of the
delinquent amounts, including an extension of maturity; and
- each pooled mortgage loan as to which the corresponding mortgaged real
property has become an REO Property.
The assumed monthly debt service payment deemed due on any mortgage loan
described in the prior sentence that is delinquent as to its balloon payment,
will equal, for its maturity date and for each successive due date that it
remains outstanding and part of the trust, the monthly debt service payment that
would have been due on the mortgage loan on the relevant date if the related
balloon payment had not come due and the mortgage loan had, instead, continued
to amortize and accrue interest according to its terms in effect prior to that
maturity date. The assumed monthly debt service payment deemed due on any
mortgage loan described in the second preceding sentence as to which the related
mortgaged real property has become an REO Property, will equal, for each due
date that the REO Property remains part of the trust, the monthly debt service
payment or, in the case of a mortgage loan delinquent with respect to its
balloon payment, the assumed monthly debt service payment due or deemed due on
the last due date prior to the acquisition of that REO Property. Assumed monthly
debt service payments for ARD Loans do not include Post-ARD Additional Interest
or accelerated amortization payments.
REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION
Certificateholder Reports. Based solely on historical information
provided by the mortgage loan sellers and information provided in monthly
reports prepared by the master servicer and the special servicer and delivered
to the trustee, the trustee will be required to provide or otherwise make
available as described under "--Information Available Electronically" below, on
each payment date, to each registered holder of an offered certificate and to
each beneficial owner of an offered certificate held in book-entry form that is
identified to the reasonable satisfaction of the trustee, a payment date
statement substantially in the form of Annex B to this prospectus supplement.
Commencing in October 2000, the master servicer or the special servicer, as
specified in the pooling and servicing agreement, is required to deliver to the
trustee monthly, and the trustee is required to make available as described
below under "--Information Available Electronically", a copy of each of the
following reports with respect to the pooled mortgage loans and the
corresponding mortgaged real properties:
- a CMSA loan periodic update file, CMSA financial file and a CMSA property
file setting forth information with respect to the pooled mortgage loans
and the corresponding mortgaged real properties, respectively.
- A delinquent loan status report setting forth, among other things, those
mortgage loans which, as of the close of business on the last day of the
related collection period, were delinquent 30-59 days, delinquent 60-89
days, delinquent 90 days or more, current but specially serviced, or in
foreclosure but not yet an REO
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Property. The report will include additional commentary such as whether
the related borrower has filed for bankruptcy or similar protection.
- An historical loan modification report setting forth, among other things,
those mortgage loans which, as of the close of business on the last
business day of the related collection period, have been modified under
the pooling and servicing agreement during the related collection period
and since the cut-off date, showing the original and the revised terms
thereof.
- An historical liquidation report setting forth, among other things, as of
the close of business on the last business day of the related collection
period, on a loan-by-loan basis--
1. the total amount of net liquidation proceeds received during the
related collection period and historically, and
2. the amount of Realized Losses occurring during the related
collection period and historically.
- An REO status report setting forth, among other things, with respect to
each REO Property that was included in the trust as of the close of
business on the last business day of the related collection period--
1. the acquisition date of that REO Property, and
2. the value of that REO Property based on the most recent appraisal or
other valuation then available to the special servicer, including
any valuation prepared internally by the special servicer.
- A comparative financial status report setting forth, among other things--
1. the occupancy of each mortgaged real property and debt service
coverage ratio for each mortgage loan as of the date of the latest
financial information received, covering no less than 12-months
trailing available, immediately preceding the preparation of such
the report, and
2. the revenue and net operating income or net cash flow for each of
the following periods, to the extent the information is in the
master servicer's or the special servicer's possession--
(a) each of the two previous consecutive available fiscal years
stated separately, and
(b) the "base year" representing the original analysis of
information used as of the cut-off date.
- A servicer watch list identifying all pooled mortgage loans that
constitute one of the following types, as of the last business day of the
related collection period--
1. a mortgage loan that has a then-current 12-months trailing debt
service coverage ratio that is less than 1.10x,
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2. a mortgage loan as to which any required inspection of the related
mortgaged real 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
that property,
3. a mortgage loan as to which the master servicer has actual knowledge
of material damage or waste at the related mortgage real property,
4. a mortgage loan as to which it has come to the master servicer's
attention in the performance of its duties under the pooling and
servicing agreement that any tenant or group of tenants occupying
25% or more of the space in the property has vacated or intends to
vacate that space without being replaced by a comparable tenant and
lease, or has declared or intends to declare bankruptcy, or is
within six months of the relevant lease expiration(s),
5. a mortgage loan that is at least 30 days delinquent in payment, and
6. a mortgage loan that is within 60 days of maturity.
Within 60 days after receipt by the master servicer, as to performing
mortgage loans in the trust, and within 45 days after receipt by the special
servicer, as to specially serviced mortgage loans in the trust, of any annual,
quarterly, monthly or other periodic operating statements or related rent rolls
with respect to any mortgaged real property, and commencing for the quarter
ending on September 30, 2000 for current 12 months trailing data and January 2,
2001 for annual, year end data, the master servicer or special servicer, as
applicable, will, based upon those operating statements and rent rolls, prepare
or, if previously prepared, update, a written operating statement analysis
report. The special servicer will remit each operating statement analysis report
prepared by it or related data fields, together with the related operating
statements and rent rolls, to the master servicer. All operating statement
analysis reports will be maintained by the master servicer with respect to each
mortgaged real property, and the master servicer will periodically forward
copies of each operating statement analysis report, together with the related
operating statements and rent rolls, to the trustee, which will make them
available as described under "--Information Available Electronically" below.
Upon the request of any holder of a series 2000-C2 certificate or, to the extent
identified to the reasonable satisfaction of the trustee, any beneficial owner
of an offered certificate, the trustee will, to the extent delivered by the
master servicer, make available to the requesting party, during normal business
hours at the offices of the trustee or its agent, copies of the operating
statement analysis report. In the case of outstanding mortgage loans,
preparation and maintenance of the report will depend on the receipt of the
requisite underlying information from the related borrower.
Book-Entry Certificates. If you hold your offered certificates in
book-entry form through DTC, you may obtain direct access to the monthly reports
of the trustee as if you were a registered certificateholder, provided that you
deliver a written certification to the trustee confirming your beneficial
ownership in the offered certificates. Otherwise, until definitive certificates
are issued with respect to your offered certificates, the information contained
in those monthly reports will be available to you only to the extent
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that it is made available through DTC and the DTC participants or is available
on the trustee's internet website. Conveyance of notices and other
communications by DTC to the DTC participants, and by the DTC participants to
beneficial owners of the offered certificates, will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time. We, the master servicer, the special servicer, the
trustee and the series 2000-C2 certificate registrar are required to recognize
as certificateholders only those persons in whose names the series 2000-C2
certificates are registered on the books and records of the certificate
registrar.
Information Available Electronically. The trustee or its agent will make
available each month, to any holder or, subject to the discussion under
"--Reports to Certificateholders; Available Information-- Book-Entry
Certificates" above, beneficial owner of offered certificates, the CMSA Investor
Reporting Package via the trustee's or its agent's internet website. The agent's
internet website will initially be located at www.chase.com/sfa.
The master servicer also may make some or all of the reports constituting
the CMSA Investor Reporting Package available via its internet website,
"www.ORECM.com", accessible via password and user name. The master servicer
shall not be liable for the dissemination of information made in accordance with
the pooling and servicing agreement.
Neither the trustee nor the master servicer will make any representations
or warranties as to the accuracy or completeness of, and may disclaim
responsibility for, any information made available by it for which it is not the
original source.
The trustee may require registration and the acceptance of a disclaimer in
connection with providing access to its electronic bulletin board and internet
website. The trustee shall not be liable for the dissemination of information
made in accordance with the pooling and servicing agreement.
Other Information. The pooling and servicing agreement will obligate the
trustee to make available at its offices or the offices of a custodian or other
agent appointed by the trustee, during normal business hours, upon two business
days advance written notice, for review by any underwriter, any holder or
beneficial owner of an offered certificate or any person identified to the
trustee as a prospective transferee of an offered certificate or any interest in
that offered certificate, originals or copies of, among other things, the
following items:
- the pooling and servicing agreement, including exhibits, and any
amendments to the pooling and servicing agreement;
- all monthly reports of the trustee delivered or otherwise electronically
made available, to series 2000-C2 certificateholders since the date of
initial issuance of the offered certificates;
- all officer's certificates delivered to the trustee by the master
servicer and/or the special servicer since the date of initial issuance
of the series 2000-C2 certificates,
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as described under "Description of the Agreements--Evidence as to
Compliance" in the accompanying prospectus;
- all accountant's reports delivered to the trustee with respect to the
master servicer and/or the special servicer since the date of initial
issuance of the offered certificates, as described under "Description of
the Agreements--Evidence as to Compliance" in the accompanying
prospectus;
- the most recent inspection report and financial information with respect
to each mortgaged real property for a pooled mortgage loan prepared or
collected, as applicable by the master servicer or the special servicer
and delivered to the trustee as described under "Servicing of the
Underlying Mortgage Loans--Inspections; Collection of Operating
Information" in this prospectus supplement; and
- the mortgage files, including all documents, such as modifications,
waivers and amendments of the pooled mortgage loans, that are to be added
to the mortgage files from time to time.
Copies of any and all of the foregoing items will be available from the
trustee upon request. However, the trustee will be permitted to require payment
of a sum sufficient to cover the reasonable costs and expenses of providing the
copies.
In connection with providing access to or copies of the items described
above, the trustee may require:
- in the case of a beneficial owner of an offered certificate held in
book-entry form, a written confirmation executed by the requesting person
or entity, in the form attached to the pooling and service agreement,
generally to the effect that the person or entity is a beneficial owner
of offered certificates and will keep the information confidential; and
- in the case of a prospective purchaser of an offered certificate or any
interest in that offered certificate, confirmation executed by the
requesting person or entity, in the form attached to the pooling and
servicing agreement, generally to the effect that the person or entity is
a prospective purchaser of offered certificates or an interest in offered
certificates, is requesting the information for use in evaluating a
possible investment in the offered certificates and will otherwise keep
the information confidential.
Registered holders of the offered certificates will be deemed to have
agreed to keep the information described above confidential by the acceptance of
their series 2000-C2 certificates.
VOTING RIGHTS
The voting rights for the series 2000-C2 certificates will be allocated as
follows:
- 98% of the voting rights will be allocated to the class A-1, A-2, B, C,
D, E, F, G, H, J, K, L, M, N and P certificates in proportion to the
respective total principal balances of those classes;
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- 2% of the voting rights will be allocated to the class X certificates;
and
- 0% of the voting rights will be allocated to the class R and Y
certificates.
Voting rights allocated to a class of series 2000-C2 certificateholders
will be allocated among those certificateholders in proportion to their
respective percentage interests in that class.
TERMINATION
The obligations created by the pooling and servicing agreement will
terminate following the earliest of--
1. the final payment or advance on, or other liquidation of, the last
mortgage loan or related REO Property remaining in the trust,
2. the purchase of all of the mortgage loans and REO Properties remaining
in the trust by the master servicer, the special servicer or any single
certificateholder or group of certificateholders of the series 2000-C2
controlling class, in that order of preference, and
3. the exchange by any single holder of all the series 2000-C2 certificates
for all the mortgage loans and each REO Property remaining in the trust.
Written notice of termination of the pooling and servicing agreement will
be given to each series 2000-C2 certificateholder. The final payment with
respect to each series 2000-C2 certificate will be made only upon surrender and
cancellation of that certificate at the office of the series 2000-C2 certificate
registrar or at any other location specified in the notice of termination.
Any purchase by the master servicer, the special servicer or any single
holder or group of holders of the series 2000-C2 controlling class of all the
mortgage loans and REO Properties remaining in the trust is required to be made
at a price equal to:
- the sum of--
1. the total Stated Principal Balance of all the mortgage loans then
included in the trust, other than any mortgage loans as to which the
mortgaged real properties have become REO Properties, together
with--
(a) all unpaid and unadvanced interest, other than Default
Interest and Post-ARD Additional Interest, on those mortgage
loans up to, but not including, their respective due dates in
the related collection period, and
(b) all unreimbursed advances for those mortgage loans, together
with any interest on those advances owing to the parties that
made them, and
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2. the appraised value of all REO Properties then included in the
trust, as determined by an appraiser mutually agreed upon by the
master servicer, the special servicer and the trustee; minus
- solely in the case of a purchase by the master servicer or the
special servicer, the total of all amounts payable or
reimbursable to the purchaser under the pooling and servicing
agreement.
That purchase will result in early retirement of the then outstanding
series 2000-C2 certificates. However, the right of the master servicer, the
special servicer or any single holder or group of holders of the series 2000-C2
controlling class to make the purchase is subject to the requirement that the
total Stated Principal Balance of the mortgage pool be less than 1.0% of the
initial mortgage pool balance. The termination price, exclusive of any portion
of the termination price payable or reimbursable to any person other than the
series 2000-C2 certificateholders, will constitute part of the Available
Distribution Amount for the final payment date. Any person or entity making the
purchase will be responsible for reimbursing the parties to the pooling and
servicing agreement for all reasonable out-of-pocket costs and expenses incurred
by the parties in connection with the purchase.
Any exchange by any single holder of all of the series 2000-C2 certificates
for all of the mortgage loans and each REO Property remaining in the trust may
be made by giving written notice to each of the parties to the pooling and
servicing agreement no later than 60 days prior to the anticipated date of
exchange. In the event that any single holder of all the series 2000-C2
certificates elects to exchange those certificates for all of the mortgage loans
and each REO Property remaining in the trust, that holder, no later than the
business day immediately preceding the payment date on which the final payment
on the series 2000-C2 certificates is to occur, must deposit in the Certificate
Account immediately available funds in an amount equal to all amounts then due
and owing to the master servicer, the special servicer, the trustee and their
respective agents under the pooling and servicing agreement.
THE TRUSTEE
Wells Fargo Bank Minnesota, N.A. will act as initial trustee under the
pooling and servicing agreement. Wells Fargo Bank Minnesota, N.A. is a direct
wholly owned subsidiary of Wells Fargo & Company. It is a national banking
association originally chartered in 1872 and is engaged in a wide range of
activities typical of a national bank. Wells Fargo Bank Minnesota, N.A.
maintains an office at 11000 Broken Land Parkway, Columbia, Maryland 21044. Its
CMBS customer service help desk can be contacted at (301) 815-6600.
The trustee is at all times required to be a corporation, bank, trust
company or association organized and doing business under the laws of the U.S.
or any State of the U.S. or the District of Columbia. In addition, the trustee
must at all times--
- be authorized under those laws to exercise trust powers,
- have a combined capital and surplus of at least $50,000,000, and
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- be subject to supervision or examination by federal or state authority.
If the corporation, bank, trust company or association publishes reports of
condition at least annually, in accordance with law or the requirements of the
supervising or examining authority, then the combined capital and surplus of
that corporation, bank, trust company or association will be deemed to be its
combined capital and surplus as described in its most recent published report of
condition.
We, the master servicer, the special servicer and our and their respective
affiliates, may from time to time enter into normal banking and trustee
relationships with the trustee and its affiliates. The trustee and any of its
respective affiliates may hold series 2000-C2 certificates in their own names.
In addition, for purposes of meeting the legal requirements of some local
jurisdictions, the master servicer and the trustee acting jointly will have the
power to appoint a co-trustee or separate trustee of all or any part of the
trust assets. All rights, powers, duties and obligations conferred or imposed
upon the trustee will be conferred or imposed upon the trustee and the separate
trustee or co-trustee jointly, or, in any jurisdiction in which the trustee
shall be incompetent or unqualified to perform various acts, singly upon the
separate trustee or co-trustee, who shall exercise and perform its rights,
powers, duties and obligations solely at the direction of the trustee.
The trustee will be entitled to a monthly fee for its services. With
respect to each and every pooled mortgage loan, including each specially
serviced mortgage loan, each mortgage loan as to which the related mortgaged
real property has become an REO Property and each mortgage loan that has been
defeased, that fee will accrue on the same interest accrual basis as the related
mortgage loan at a specified rate per annum on the Stated Principal Balance of
the related mortgage loan outstanding from time to time. The trustee fee is
payable out of general collections on the mortgage loans and any REO Properties
in the trust.
The trustee will be permitted to perform its duties through agents, but it
will remain obligated for the performance of those duties. It is contemplated
that the following duties, among others, will be performed by The Chase
Manhattan Bank:
- remitting payments to the holders of Series 2000-C2 certificates;
- preparing reports to Series 2000-C2 certificateholders;
- holding loan documents in a custodial capacity;
- performing duties with respect to tax administration; and
- authenticating and registering the Series 2000-C2 certificates.
See also "Description of the Agreements--The Trustee", "--Duties of the
Trustee", "--Certain Matters Regarding the Trustee" and "--Resignation and
Removal of the Trustee" in the accompanying prospectus.
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YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any offered certificate will depend on:
- the price at which the certificate is purchased by an investor; and
- the rate, timing and amount of payments on the certificate.
The rate, timing and amount of payments on any offered certificate will in
turn depend on, among other things--
- the pass-through rate for the certificate,
- the rate and timing of principal payments, including principal
prepayments, and other principal collections on the underlying mortgage
loans and the extent to which those amounts are to be applied or
otherwise result in reduction of the principal balance of the
certificate,
- the rate, timing and severity of Realized Losses and Additional Trust
Fund Expenses and the extent to which those losses and expenses result in
the reduction of the principal balance of the certificate, and
- the timing and severity of any Net Aggregate Prepayment Interest
Shortfalls and the extent to which those shortfalls result in the
reduction of the interest payments on the certificate.
Pass-Through Rates. The yield on each class of offered certificates with
a variable or capped pass-through rate will be sensitive to changes in the
relative composition of the mortgage pool as a result of scheduled amortization,
voluntary prepayments and liquidations of underlying mortgage loans, including
in connection with a default. This is because the pass-through rate for each of
those classes will equal or be calculated based upon the Weighted Average Pool
Pass-Through Rate from time to time.
See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this prospectus
supplement and "--Rate and Timing of Principal Payments" below.
Rate and Timing of Principal Payments. The yield to maturity on any
offered certificates purchased at a discount or a premium will be affected by
the rate and timing of principal payments made or that otherwise result in
reduction of the principal balances of those certificates. In turn, the rate and
timing of principal payments that are made or otherwise result in reduction of
the principal balance of any offered certificate will be directly related to the
rate and timing of principal payments on or with respect to the underlying
mortgage loans. Finally, the rate and timing of principal payments on or with
respect to the underlying mortgage loans will be affected by their amortization
schedules, the dates on which balloon payments are due and the rate and timing
of principal prepayments and other unscheduled collections on them, including
for this purpose, collections made in connection with liquidations of mortgage
loans due to defaults,
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casualties or condemnations affecting the mortgaged real properties, or
purchases or other removals of underlying mortgage loans from the trust.
Prepayments and other early liquidations of the underlying mortgage loans,
including as a result of the purchase of any mortgage loan out of the trust as
described under "Description of the Mortgage Pool--Cures and Repurchases" and
"Description of the Mortgage Pool--Termination" in this prospectus supplement,
will result in payments on the series 2000-C2 certificates of amounts that would
otherwise be paid over the remaining terms of the mortgage loans. This will tend
to shorten the weighted average lives of the series 2000-C2 certificates with
principal balances. Defaults on the underlying mortgage loans, particularly at
or near their maturity dates, may result in significant delays in payments of
principal on those mortgage loans and, accordingly, on the series 2000-C2
certificates, while work-outs are negotiated or foreclosures are completed.
These delays will tend to lengthen the weighted average lives of the series
2000-C2 certificates with principal balances. See "Servicing of the Underlying
Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this
prospectus supplement. In addition, the ability of a borrower under an ARD Loan,
to repay that loan on the related anticipated repayment date will generally
depend on its ability to either refinance the mortgage loan or sell the
corresponding mortgaged real property. Also, a borrower may have little
incentive to repay its mortgage loan on the related anticipated repayment date
if then prevailing interest rates are relatively high. Accordingly, there can be
no assurance that any ARD Loan in the trust will be paid in full on its
anticipated repayment date.
The extent to which the yield to maturity on any offered certificate may
vary from the anticipated yield will depend upon the degree to which the
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the underlying mortgage loans are in turn paid or
otherwise result in a reduction of the principal balance of the certificate. If
you purchase your offered certificates at a discount, you should consider the
risk that a slower than anticipated rate of principal payments on the underlying
mortgage loans could result in an actual yield to you that is lower than your
anticipated yield. If you purchase your offered certificates at a premium, you
should consider the risk that a faster than anticipated rate of principal
payments on the underlying mortgage loans could result in an actual yield to you
that is lower than your anticipated yield.
Because the rate of principal payments on or with respect to the underlying
mortgage loans will depend on future events and a variety of factors, no
assurance can be given as to that rate or the rate of principal prepayments in
particular. We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a large group
of real estate loans comparable to those in the mortgage pool.
Even if they are collected and payable on your offered certificates,
prepayment premiums and yield maintenance charges may not be sufficient to
offset fully any loss in yield on your offered certificates attributable to the
related prepayments of the underlying mortgage loans.
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Delinquencies and Defaults on the Mortgage Loans. The rate and timing of
delinquencies and defaults on the underlying mortgage loans will affect--
- the amount of payments on your offered certificates,
- the yield to maturity of your offered certificates,
- the rate of principal payments on your offered certificates, and
- the weighted average life of your offered certificates.
Delinquencies on the underlying mortgage loans, unless covered by monthly
debt service advances may result in shortfalls in payments of interest and/or
principal on your offered certificates for the current month.
If--
- you calculate the anticipated yield to maturity for your offered
certificates based on an assumed rate of default and amount of losses on
the underlying mortgage loans that is lower than the default rate and
amount of losses actually experienced, and
- the additional losses result in a reduction of the total payments on or
the total principal balance of your offered certificates,
then your actual yield to maturity will be lower than you calculated and could,
under some scenarios, be negative.
The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total payments on or the total principal balance of your
offered certificates will also affect your actual yield to maturity, even if the
rate of defaults and severity of losses are consistent with your expectations.
In general, the earlier your loss occurs, the greater the effect on your yield
to maturity.
Even if losses on the underlying mortgage loans do not result in a
reduction of the total payments on or the total principal balance of your
offered certificates, the losses may still affect the timing of payments on, and
the weighted average life and yield to maturity of, your offered certificates.
Relevant Factors. The following factors, among others, will affect the
rate and timing of principal payments and defaults and the severity of losses on
or with respect to the mortgage loans in the trust:
- prevailing interest rates;
- the terms of the mortgage loans, including--
1. provisions that require the payment of prepayment premiums and yield
maintenance charges,
2. provisions that impose prepayment lock-out periods, and
3. amortization terms that result in balloon payments;
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- the demographics and relative economic vitality of the areas in which the
mortgaged real properties are located;
- the general supply and demand for commercial and multifamily rental space
of the type available at the mortgaged real properties in the areas in
which those properties are located;
- the quality of management of the mortgaged real properties;
- the servicing of the mortgage loans;
- possible changes in tax laws; and
- other opportunities for investment.
See "Risk Factors--Risks Related to the Underlying Mortgage Loans",
"Description of the Mortgage Pool" and "Servicing of the Underlying Mortgage
Loans" in this prospectus supplement and "Description of the Agreements" and
"Yield Considerations" in the accompanying prospectus.
The rate of prepayment on the mortgage loans in the trust is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level. When the prevailing market interest rate is below the
annual rate at which a mortgage loan accrues interest, the related borrower may
have an increased incentive to refinance the mortgage loan. Conversely, to the
extent prevailing market interest rates exceed the annual rate at which a
mortgage loan accrues interest, the related borrower may be less likely to
voluntarily prepay the mortgage loan. Assuming prevailing market interest rates
exceed the revised mortgage interest rate at which an ARD Loan accrues interest
following its anticipated repayment date, the primary incentive for the related
borrower to prepay the mortgage loan on or before its anticipated repayment date
is to give the borrower access to excess cash flow, all of which, net of the
minimum required debt service, approved property expenses and any required
reserves, must be applied to pay down principal of the mortgage loan.
Accordingly, there can be no assurance that any ARD Loan in the trust will be
prepaid on or before its anticipated repayment date or on any other date prior
to maturity.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some underlying borrowers may
sell their mortgaged real properties in order to realize their equity in those
properties, to meet cash flow needs or to make other investments. In addition,
some underlying borrowers may be motivated by federal and state tax laws, which
are subject to change, to sell their mortgaged real properties prior to the
exhaustion of tax depreciation benefits.
A number of the underlying borrowers are partnerships. The bankruptcy of
the general partner in a partnership may result in the dissolution of the
partnership. The dissolution of a borrower partnership, the winding-up of its
affairs and the distribution of its assets could result in an acceleration of
its payment obligations under the related mortgage loan.
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We make no representation or warranty regarding:
- the particular factors that will affect the rate and timing of
prepayments and defaults on the underlying mortgage loans;
- the relative importance of those factors;
- the percentage of the total principal balance of the underlying mortgage
loans that will be prepaid or as to which a default will have occurred as
of any particular date; or
- the overall rate of prepayment or default on the underlying mortgage
loans.
Unpaid Interest. If the portion of the Available Distribution Amount
payable with respect to interest on any class of offered certificates on any
payment date is less than the total amount of interest then payable for the
class, the shortfall will be payable to the holders of those certificates on
subsequent payment dates, subject to the Available Distribution Amounts on those
subsequent payment dates and the priority of payments described under
"Description of the Offered Certificates--Payments--Priority of Payments" in
this prospectus supplement. That shortfall will not bear interest, however, and
will therefore negatively affect the yield to maturity of that class of offered
certificates for so long as it is outstanding.
Delay in Payments. Because monthly payments will not be made on the
offered certificates until several days after the due dates for the underlying
mortgage loans during the related collection period, your effective yield will
be lower than the yield that would otherwise be produced by your pass-through
rate and purchase price, assuming that purchase price did not account for a
delay.
WEIGHTED AVERAGE LIVES OF THE OFFERED CERTIFICATES
The tables set forth on Annex C to this prospectus supplement--
- indicate the respective weighted average lives of the various classes of
offered certificates, and
- set forth the percentages of the respective initial total principal
balances of the various classes of offered certificates that would be
outstanding after the payment dates in each of the calendar months shown.
Those tables were prepared based on the Maturity Assumptions and the
indicated prepayment scenarios.
For purposes of this prospectus supplement, weighted average life refers to
the average amount of time that will elapse from the date of issuance of a
security until each dollar of principal of the security will be repaid to the
investor, assuming no losses. For purposes of this "Yield and Maturity
Considerations" section and Annex C, the weighted average life of any offered
certificate is determined by:
1. multiplying the amount of each principal payment on the certificate by
the number of years from the assumed settlement date, which is part of
the Maturity Assumptions, to the related payment date;
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2. summing the results; and
3. dividing the sum by the total amount of the reductions in the principal
balance of the certificate.
The weighted average life of any offered certificate will be influenced by,
among other things, the rate at which the principal of the pooled mortgage loans
is paid, which may be in the form of scheduled amortization, balloon payments,
prepayments, liquidation proceeds, condemnation proceeds or insurance proceeds.
The weighted average life of any offered certificate may also be affected to the
extent that additional payments in reduction of the principal balance of that
certificate occur as a result of the purchase of a pooled mortgage loan from the
trust or the optional termination of the trust. The purchase of a pooled
mortgage loan from the trust will have the same effect on payments to the series
2000-C2 certificateholders as if the pooled mortgage loan had prepaid in full,
except that no prepayment fee is collectable on the pooled mortgage loans.
The actual characteristics and performance of the pooled mortgage loans
will differ from the assumptions used in calculating the tables on Annex C.
Those tables are hypothetical in nature and are provided only to give a general
sense of how the principal cash flows might behave under the assumed prepayment
scenarios. Any difference between the assumptions used in calculating the tables
on Annex C and the actual characteristics and performance of the pooled mortgage
loans, or actual prepayment or loss experience, will affect the percentages of
initial total principal balances outstanding over time and the weighted average
lives of the respective classes of offered certificates. It is highly unlikely
that the pooled mortgage loans will prepay in accordance with the Maturity
Assumptions at any of the specified CPRs until maturity or that all the pooled
mortgage loans will so prepay at the same rate. In addition, variations in the
actual prepayment experience and the balance of the pooled mortgage loans that
prepay may increase or decrease the percentages of initial principal balances
and weighted average lives shown in the tables. Variations may occur even if the
average prepayment experience of the pooled mortgage loans were to conform to
the assumptions and be equal to any of the specified CPRs. You must make your
own decisions as to the appropriate prepayment, liquidation and loss assumptions
to be used in deciding whether to purchase any offered certificate.
USE OF PROCEEDS
Substantially all of the proceeds from the sale of the offered certificates
will be used by us to purchase the mortgage loans that we will include in the
trust and to pay those expenses incurred in connection with the issuance of the
series 2000-C2 certificates.
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FEDERAL INCOME TAX CONSEQUENCES
GENERAL
Upon the initial issuance of the offered certificates, Sidley & Austin, our
counsel, will deliver its opinion generally to the effect that, assuming
compliance with the pooling and servicing agreement, and subject to any other
assumptions set forth in the opinion, REMIC I, REMIC II and REMIC III,
respectively, will each qualify as a REMIC under the Internal Revenue Code of
1986.
Except as otherwise described in the next two sentences, the assets of
REMIC I will generally include--
- the pooled mortgage loans,
- any REO Properties acquired on behalf of the series 2000-C2
certificateholders,
- the Certificate Account, and
- the Interest Reserve Account.
REMIC I will exclude any collections of Post-ARD Additional Interest on the ARD
Loans. In addition, each of two mortgage loans constitute the sole asset of a
separate REMIC, and the regular interest in each of those single loan REMICs
will be an asset of REMIC I instead of the particular mortgage loan or any
related REO Property.
For federal income tax purposes--
- the separate non-certificated regular interests in REMIC I will be the
regular interests in REMIC I and will be the assets of REMIC II,
- the separate non-certificated regular interests in REMIC II will be the
regular interests in REMIC II and will be the assets of REMIC III,
- the class A-1, A-2, X, B, C, D, E, F, G, H, J, K, L, M, N and P
certificates will evidence the regular interests in, and will generally
be treated as debt obligations of, REMIC III, and
- the class R certificates will evidence the sole class of residual
interests in each of REMIC I, REMIC II and REMIC III and in each of the
single loan REMICs.
DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION
For federal income tax reporting purposes, it is anticipated that the class
G certificates will be issued with a de minimis amount of original issue
discount. The other classes of offered certificates will not be issued with
original issue discount. When determining the rate of accrual of market discount
and premium, if any, for federal income tax purposes, the prepayment assumption
will be that, subsequent to the date of any determination--
- the ARD Loans in the trust will be paid in full on their respective
anticipated repayment dates,
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- no mortgage loan in the trust will otherwise be prepaid prior to
maturity,
- there will be no extension of maturity for any mortgage loan in the
trust, and
- no mortgage loan is purchased out of or otherwise removed from the trust
for any reason.
However, no representation is made as to the actual rate at which the pooled
mortgage loans will prepay, if at all. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the
accompanying prospectus.
The IRS has issued regulations under Sections 1271 to 1275 of the Internal
Revenue Code of 1986 generally addressing the treatment of debt instruments
issued with original issue discount. You should be aware, however, that those
regulations and Section 1272(a)(6) of the Internal Revenue Code of 1986 do not
adequately address all issues relevant to, or are not applicable to, prepayable
securities such as the offered certificates. We recommend that you consult with
your own tax advisor concerning the tax treatment of your offered certificates.
Some classes of the offered certificates may be treated for federal income
tax purposes as having been issued at a premium. Whether any holder of these
classes of offered certificates will be treated as holding a certificate with
amortizable bond premium will depend on the certificateholder's purchase price
and the payments remaining to be made on the certificate at the time of its
acquisition by the certificateholder. If you acquire an interest in any class of
offered certificates issued at a premium, you should consider consulting your
own tax advisor regarding the possibility of making an election to amortize the
premium. See "Federal Income Tax Consequences--REMICs--Taxation of Owners of
REMIC Regular Certificates" in the accompanying prospectus.
Prepayment premiums and yield maintenance charges actually collected on the
underlying mortgage loans will be paid on the offered certificates as and to the
extent described in this prospectus supplement. It is not entirely clear under
the Code when the amount of a prepayment premium or yield maintenance charge
should be taxed to the holder of a class of offered certificates entitled to
that amount. For federal income tax reporting purposes, the tax administrator
will report prepayment premiums and yield maintenance charges as income to the
holders of a class of offered certificates entitled thereto only after the
master servicer's actual receipt of those amounts. The IRS may nevertheless seek
to require that an assumed amount of prepayment premiums and yield maintenance
charges be included in payments projected to be made on the offered certificates
and that taxable income be reported based on the projected constant yield to
maturity of the offered certificates. Therefore, the projected prepayment
premiums and yield maintenance charges would be included prior to their actual
receipt by holders of the offered certificates. If the projected prepayment
premiums and yield maintenance charges were not actually received, presumably
the holder of an offered certificate would be allowed to claim a deduction or
reduction in gross income at the time the unpaid prepayment premiums and yield
maintenance charges had been projected to be received. In addition, it appears
that prepayment premiums and yield maintenance charges are to
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be treated as ordinary income rather than capital gain. However, the correct
characterization of the income is not entirely clear. We recommend you consult
your own tax advisors concerning the treatment of prepayment premiums and yield
maintenance charges.
CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES
Except to the extent noted below, the offered certificates will be "real
estate assets" within the meaning of Section 856(c)(5)(B) of the Internal
Revenue Code of 1986 in the same proportion that the assets of the trust would
be so treated. In addition, interest, including original issue discount, if any,
on the offered certificates will be interest described in Section 856(c)(3)(B)
of the Internal Revenue Code of 1986 to the extent that those certificates are
treated as "real estate assets" within the meaning of Section 856(c)(5)(B) of
the Internal Revenue Code of 1986.
Most of the mortgage loans to be included in the trust are not secured by
real estate used for residential or other purposes prescribed in Section
7701(a)(19)(C) of the Internal Revenue Code of 1986. Consequently, the offered
certificates will be treated as assets qualifying under that section to only a
limited extent. Accordingly, investment in the offered certificates may not be
suitable for a thrift institution seeking to be treated as a "domestic building
and loan association" under Section 7701(a)(19)(C) of the Internal Revenue Code
of 1986. The offered certificates will be treated as "qualified mortgages" for
another REMIC under Section 860G(a)(3)(C) of the Internal Revenue Code of 1986
and "permitted assets" for a "financial asset securitization investment trust"
under Section 860L(c) of the Internal Revenue Code of 1986.
To the extent an offered certificate represents ownership of an interest in
a mortgage loan that is secured in part by the related borrower's interest in a
bank account, that mortgage loan is not secured solely by real estate.
Therefore:
- a portion of that certificate may not represent ownership of "loans
secured by an interest in real property" or other assets described in
Section 7701(a)(19)(C) of the Internal Revenue Code of 1986;
- a portion of that certificate may not represent ownership of "real estate
assets" under Section 856(c)(5)(B) of the Internal Revenue Code of 1986;
and
- the interest on that certificate may not constitute "interest on
obligations secured by mortgages on real property" within the meaning of
Section 856(c)(3)(B) of the Internal Revenue Code of 1986.
See "Description of the Mortgage Pool" in this prospectus supplement and
"Federal Income Tax Consequences--REMICs--Characterization of Investments in
REMIC Certificates" in the accompanying prospectus.
For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" in the accompanying prospectus.
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REPORTING AND OTHER ADMINISTRATIVE MATTERS
Reporting of interest income, including original issue discount, if any,
with respect to the offered certificates is required annually, and may be
required more frequently under Treasury regulations. These information reports
generally are required to be sent to individual holders of offered certificates
and the IRS. Holders of offered certificates that are corporations, trusts,
securities dealers and certain other non-individuals will be provided interest
and original issue discount income information and the information set forth in
the following paragraph upon request in accordance with the requirements of the
applicable regulations. The information must be provided by the later of 30 days
after the end of the quarter for which the information was requested, or two
weeks after the receipt of the request. Reporting with respect to the offered
certificate's including income, excess inclusions, investment expenses and
relevant information regarding qualification of the related REMIC's assets, will
be made as required under the Treasury regulations, generally on a quarterly
basis.
As applicable, the offered certificate information reports will include a
statement of the adjusted issue price of the offered certificate at the
beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to a particular
holder's purchase price, which the tax administrator for the trust may not have,
the Treasury regulations only require that information pertaining to the
appropriate proportionate method of accruing market discount be provided.
TAX CONSIDERATIONS ASSOCIATED WITH MORTGAGED REAL PROPERTIES LOCATED IN PUERTO
RICO
One mortgaged real property, securing 2.43% of the initial mortgage pool
balance, is located in Puerto Rico. If the trust acquires a real property
located in Puerto Rico, it would be subject to Puerto Rican taxation with
respect to the income derived from that real property. If the activities of the
trust in Puerto Rico in relation to such real property constituted a trade or
business, the trust would be subject to income tax at up to a 39% rate with
respect to its net income attributable to the operation of that real property,
as well as a tax on any gain derived from the sale of the property. In the case
of gain from the sale of real property used in a trade or business, in general,
tax would be imposed at a 25% rate if that real property were held as a capital
asset for more than six months. If the activities of the trust did not
constitute the conduct of a trade or business in Puerto Rico, income derived
from the real property, such as rental payments, would be subject to Puerto
Rican withholding tax at a 29% rate. In addition, any gain on the sale of the
property would be subject to tax at a 29% rate, and such tax may be collected
through withholding.
Additionally, it is possible that a Puerto Rican withholding tax may be
imposed at a rate of 29% on interest payments received by the REMIC on a
mortgage loan secured by a mortgaged real property located in Puerto Rico if a
certificateholder owns more than 50% of the related borrower. In such a case,
the withholding tax imposed on the REMIC would be specially allocated to the
certificateholder owning more than 50% of
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the related borrower, with the amount of tax treated as distributed to that
certificateholder. The certificateholder would not be entitled to claim foreign
tax credits for federal income tax purposes with respect to any Puerto Rican
withholding tax imposed on the REMIC. Accordingly, investment in the offered
certificates may not be a suitable investment if you own more than 50% of a
borrower under a mortgage loan secured by a mortgaged real property in Puerto
Rico.
For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" in the accompanying prospectus.
TAX CONSIDERATIONS ASSOCIATED WITH MORTGAGED REAL PROPERTIES LOCATED IN THE U.S.
VIRGIN ISLANDS
One mortgaged real property, securing 0.77% of the initial mortgage pool
balance, is located in the U.S. Virgin Islands. If the trust acquires a real
property located in U.S. Virgin Islands, it may be subject to U.S. Virgin
Islands taxation with respect to income derived from that real property or gain
from the sale of that real property.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended, and the
Internal Revenue Code of 1986 impose various requirements on--
- ERISA Plans, and
- persons that are fiduciaries with respect to ERISA Plans,
in connection with the investment of the assets of an ERISA Plan. For purposes
of this discussion, ERISA Plans may include individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts,
including as applicable, insurance company general accounts, in which other
ERISA Plans are invested.
A fiduciary of any ERISA Plan should carefully review with its legal
advisors whether the purchase or holding of offered certificates could be or
give rise to a transaction that is prohibited or is not otherwise permitted
either under ERISA or Section 4975 of the Internal Revenue Code of 1986 or
whether there exists any statutory or administrative exemption applicable
thereto. Some fiduciary and prohibited transaction issues arise only if the
assets of the trust are "plan assets" for purposes of Part 4 of Title I of ERISA
and Section 4975 of the Internal Revenue Code of 1986. Whether the assets of the
trust will be plan assets at any time will depend on a number of factors,
including the portion of any class of series 2000-C2 certificates that is held
by benefit plan investors, as defined in U.S. Department of Labor Regulation
Section 2510.3-101.
The U.S. Department of Labor has issued an individual prohibited
transaction exemption to Smith Barney Inc., a predecessor in interest to Salomon
Smith Barney Inc., one of the underwriters, identified as Prohibited Transaction
Exemption 91-23. Subject to the satisfaction of the conditions set forth in that
prohibited transaction
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exemption, PTE 91-23 generally exempts from the application of the prohibited
transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the
excise taxes imposed on these prohibited transactions under Sections 4975(a) and
(b) of the Internal Revenue Code of 1986, specified transactions relating to,
among other things--
- the servicing and operation of pools of real estate loans, such as the
mortgage pool, and
- the purchase, sale and holding of mortgage pass-through certificates,
such as the class A-1 and A-2 certificates, that are underwritten by an
Exemption-Favored Party.
PTE 91-23 sets forth six general conditions which must be satisfied for a
transaction involving the purchase, sale and holding of a class A-1 or A-2
certificate to be eligible for exemptive relief under that exemption. The
conditions are as follows:
- first, the acquisition of the certificate by a plan must be on terms that
are at least as favorable to the ERISA Plan as they would be in an
arm's-length transaction with an unrelated party;
- second, the rights and interests evidenced by that certificate must not
be subordinated to the rights and interests evidenced by the other
certificates;
- third, at the time of its acquisition by the plan, that certificate must
be rated in one of the three highest generic rating categories by
Moody's, Fitch or Standard & Poor's Ratings, a division of The
McGraw-Hill Companies, Inc.;
- fourth, the trustee cannot be an affiliate of any other member of the
Restricted Group;
- fifth, the following must be true--
1. the sum of all payments made to and retained by Exemption-Favored
Parties must represent not more than reasonable compensation for
underwriting the relevant class of certificates,
2. the sum of all payments made to and retained by us in connection
with the assignment of the underlying mortgage loans to the trust
must represent not more than the fair market value of the
obligations, and
3. the sum of all payments made to and retained by the master servicer,
the special servicer and any sub-servicer must represent not more
than reasonable compensation for that person's services under the
pooling and servicing agreement and reimbursement of that person's
reasonable expenses in connection therewith; and
- sixth, the investing ERISA Plan must be an accredited investor as defined
in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as
amended.
Because the class A-1 and A-2 certificates are not subordinated to any
other class of series 2000-C2 certificates, the second general condition set
forth above is satisfied with respect to the class A-1 and A-2 certificates. It
is a condition of their issuance that
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the class A-1 or A-2 certificates be rated not lower than "Aaa" by Moody's and
"AAA" by Fitch. In addition, the initial trustee is not an affiliate of any
other member of the Restricted Group. Accordingly, as of the date of initial
issuance of the series 2000-C2 certificates, the third and fourth general
conditions set forth above will be satisfied with respect to the class A-1 and
A-2 certificates. A fiduciary of an ERISA Plan contemplating purchasing a class
A-1 or A-2 certificate in the secondary market must make its own determination
that, at the time of the purchase, the certificate continues to satisfy the
third and fourth general conditions set forth above. A fiduciary of an ERISA
Plan contemplating purchasing a class A-1 or A-2 certificate, whether in the
initial issuance of the certificate or in the secondary market, must make its
own determination that the first and fifth general conditions set forth above
will be satisfied with respect to the certificate as of the date of the
purchase. An ERISA Plan's authorizing fiduciary will be deemed to make a
representation regarding satisfaction of the sixth general condition set forth
above in connection with the purchase of a class A-1 or A-2 certificate.
PTE 91-23 also requires that the trust meet the following requirements:
- the trust assets must consist solely of assets of the type that have been
included in other investment pools;
- certificates evidencing interests in those other investment pools must
have been rated in one of the three highest generic categories of
Moody's, Fitch or S&P for at least one year prior to the ERISA Plan's
acquisition of a class A-1 or A-2 certificate; and
- certificates evidencing interests in those other investment pools must
have been purchased by investors other than ERISA Plans for at least one
year prior to any ERISA Plan's acquisition of a class A-1 or A-2
certificate.
We believe that these requirements have been satisfied as of the date of
this prospectus supplement.
If the general conditions of PTE 91-23 are satisfied, PTE 91-23 may provide
an exemption from the restrictions imposed by Sections 406(a) and 407(a) of
ERISA, as well as the excise taxes imposed by Sections 4975(a) and (b) of the
Internal Revenue Code of 1986 by reason of Sections 4975(c)(1)(A) through (D) of
the Internal Revenue Code of 1986, in connection with--
- the direct or indirect sale, exchange or transfer of class A-1 or A-2
certificates acquired by an ERISA Plan upon initial issuance from us or
an Exemption-Favored Party when we are, or a mortgage loan seller, the
trustee, the master servicer, the special servicer or any sub-servicer,
provider of credit support, Exemption-Favored Party or mortgagor is, a
Party in Interest with respect to the investing ERISA Plan,
- the direct or indirect acquisition or disposition in the secondary market
of class A-1 or A-2 certificates by an ERISA Plan, and
- the continued holding of class A-1 or A-2 certificates by an ERISA Plan.
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However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA if the acquisition or holding of a
class A-1 or A-2 certificate is--
1. on behalf of an ERISA Plan sponsored by any member of the Restricted
Group, and
2. by any person who has discretionary authority or renders investment
advice with respect to the assets of that ERISA Plan.
Moreover, if the general conditions of PTE 91-23, as well as other
conditions set forth in the exemption, are satisfied, PTE 91-23 may also provide
an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of
ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Internal Revenue
Code of 1986 in connection with:
- the direct or indirect sale, exchange or transfer of class A-1 or A-2
certificates in the initial issuance of those certificates between us or
an Exemption-Favored Party and an ERISA Plan when the person who has
discretionary authority or renders investment advice with respect to the
investment of the assets of the ERISA Plan in those certificates is--
1. a borrower with respect to 5.0% or less of the fair market value of
the mortgage loans, or
2. an affiliate of that borrower;
- the direct or indirect acquisition or disposition in the secondary market
of class A-1 or A-2 certificates by an ERISA Plan; and
- the holding of class A-1 or A-2 certificates by an ERISA Plan.
Further, if the general conditions of PTE 91-23, as well as other
conditions set forth in the exemption, are satisfied, PTE 91-23 may provide an
exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of
ERISA, and the taxes imposed by Sections 4975(a) and (b) of the Internal Revenue
Code of 1986 by reason of Section 4975(c) of the Internal Revenue Code of 1986,
for transactions in connection with the servicing, management and operation of
the trust assets.
Lastly, if the general conditions of PTE 91-23 are satisfied, PTE 91-23
also may provide an exemption from the restrictions imposed by Sections 406(a)
and 407(a) of ERISA, and the taxes imposed by Section 4975(a) and (b) of the
Internal Revenue Code of 1986 by reason of Sections 4975(c)(1)(A) through (D) of
the Internal Revenue Code of 1986 if the restrictions are deemed to otherwise
apply merely because a person is deemed to be a Party in Interest with respect
to an investing plan by virtue of--
- providing services to the ERISA Plan, or
- having a specified relationship to this person, solely as a result of the
ERISA Plan's ownership of class A-1 or A-2 certificates.
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Before purchasing a class A-1 or A-2 certificate, a fiduciary of an ERISA
Plan should itself confirm that--
- the class A-1 and A-2 certificates are "certificates" for purposes of PTE
91-23, and
- the general and other conditions set forth in PTE 91-23, and the other
requirements set forth in PTE 91-23, would be satisfied at the time of
the purchase.
In addition to determining the availability of the exemptive relief
provided in PTE 91-23, a fiduciary of an ERISA Plan considering an investment in
class A-1 or A-2 certificates should consider the availability of any other
prohibited transaction class exemptions. See "ERISA Considerations" in the
accompanying prospectus. There can be no assurance that any exemption will apply
with respect to any particular investment by an ERISA Plan in class A-1 or A-2
certificates or, even if it were deemed to apply, that it would apply to all
prohibited transactions that may occur in connection with the investment. A
purchaser of class A-1 or A-2 certificates should be aware, however, that even
if the conditions specified in one or more class exemptions are satisfied, the
scope of relief provided by a class exemption may not cover all acts which might
be construed as prohibited transactions.
The characteristics of the class B, C, D, E, F and G certificates do not
meet the requirements of PTE 91-23. Accordingly, those offered certificates may
not be acquired by, on behalf of or with the assets of an ERISA Plan, except in
the case of an insurance company using funds in its general account, which may
be able to rely on Section III of Prohibited Transaction Class Exemption 95-60.
So long as the applicable conditions are satisfied, Section III of PTCE
95-60 exempts from the application of the prohibited transaction provisions of
Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Internal
Revenue Code of 1986 transactions in connection with the servicing, management
and operation of the trust under circumstances where an insurance company
general account has an interest in the trust as a result of its acquisition of
series 2000-C2 certificates. If these conditions are met, insurance company
general accounts would be allowed to purchase the classes of the series 2000-C2
certificates, such as the class B, C, D, E, F and G certificates, that do not
meet the requirements of PTE 91-23 solely because they--
- are subordinated to other classes of the series 2000-C2 certificates, or
- have not received a rating at the time of the purchase in one of the
three highest rating categories from Moody's, Fitch or S&P.
All other conditions of the Exemption would have to be satisfied in order
for PTCE 95-60 to be available. Before purchasing any class B, C, D, E, F or G
certificates, an insurance company general account seeking to rely on Section
III of PTCE 95-60 should itself confirm that all applicable conditions and other
requirements have been satisfied.
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A governmental plan as defined in Section 3(32) of ERISA is not subject to
Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986. However,
a governmental plan may be subject to a federal, state or local law which is, to
a material extent, similar to the foregoing provisions of ERISA or the Internal
Revenue Code of 1986. A fiduciary of a governmental plan should make its own
determination as to the need for and the availability of any exemptive relief
under any similar law.
Any fiduciary of an ERISA Plan considering whether to purchase an offered
certificate on behalf of that ERISA Plan should consult with its counsel
regarding the applicability of the fiduciary responsibility and prohibited
transaction provisions of ERISA and the Internal Revenue Code of 1986 to the
investment.
The sale of offered certificates to an ERISA Plan is in no way a
representation or warranty by us or any of the underwriters that the investment
meets all relevant legal requirements with respect to investments by ERISA Plans
generally or by any particular ERISA Plan, or that the investment is appropriate
for ERISA Plans generally or for any particular ERISA Plan.
LEGAL INVESTMENT
The offered certificates will not be mortgage related securities for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.
As a result, the appropriate characterization of the offered certificates under
various legal investment restrictions, and thus the ability of investors subject
to these restrictions to purchase offered certificates, is subject to
significant interpretive uncertainties.
Neither we nor any of the underwriters makes any representation as to the
ability of particular investors to purchase the offered certificates under
applicable legal investment or other restrictions. All institutions whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements or review by regulatory authorities should
consult with their own legal advisors in determining whether and to what extent
the offered certificates--
- are legal investments for them, or
- are subject to investment, capital or other restrictions.
In addition, you should take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, prudent investor provisions, percentage-of-assets limits and provisions
which may restrict or prohibit investment in securities which are not interest
bearing or income paying.
There may be other restrictions on the ability of investors, including
depository institutions, either to purchase offered certificates or to purchase
offered certificates representing more than a specified percentage of the
investor's assets. Investors should consult their own legal advisors in
determining whether and to what extent the offered certificates are legal
investments for the investors.
See "Legal Investment" in the accompanying prospectus.
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METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an underwriting agreement,
dated as of the date of this prospectus supplement, between us and the
underwriters, the underwriters will purchase their respective allocations, as
specified below, of the offered certificates from us upon issuance. Proceeds to
us from the sale of the offered certificates to the underwriters, before
deducting expenses payable by us, will be an amount equal to approximately
100.36% of the initial total principal balance of the offered certificates, plus
accrued interest on all the offered certificates from the cut-off date.
<TABLE>
<CAPTION>
UNDERWRITER CLASS A-1 CLASS A-2 CLASS B CLASS C CLASS D CLASS E CLASS F CLASS G
----------- --------- --------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Salomon Smith Barney
Inc. ................. 55% 53% 55% 33% 55% 55% 55% 55%
PaineWebber
Incorporated.......... 45% 40% 45% 22% 45% 45% 45% 45%
Chase Securities
Inc. ................. 0% 5% 0% 0% 0% 0% 0% 0%
Artesia Banking
Corporation........... 0% 2% 0% 45% 0% 0% 0% 0%
--- --- --- --- --- --- --- ---
Total.............. 100% 100% 100% 100% 100% 100% 100% 100%
</TABLE>
Distribution of the offered certificates will be made by the underwriters
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. In the case of each underwriter, any profit
on the resale of the offered certificates positioned by it may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.
The underwriters may sell the offered certificates to or through dealers,
and those dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the underwriters. Depending on the
facts and circumstances of the purchases, purchasers of the offered
certificates, including dealers, may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with reoffers and sales by them of
offered certificates. Accordingly, any profit on the resale of the offered
certificates positioned by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Holders of offered certificates should
consult with their legal advisors in this regard prior to any reoffer or sale of
those certificates.
Each underwriter has advised us that it presently intends to make a market
in the offered certificates, but it has no obligation to do so. Any market
making may be discontinued at any time, and there can be no assurance that an
active public market for the offered certificates will develop.
Artesia Banking Corporation is not registered as a broker/dealer in the
United States. Accordingly, it can distribute, and make a market in, the offered
certificates only outside the United States.
We have agreed to indemnify each underwriter and each person, if any, who
controls that underwriter within the meaning of Section 15 of the Securities Act
against, or make contributions to the underwriters and each of those controlling
persons with respect to, various liabilities, including specific liabilities
under the Securities Act. Each of the mortgage loan sellers has agreed to
indemnify us, our officers and directors, the
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underwriters, and each person, if any, who controls us or any underwriter within
the meaning of Section 15 of the Securities Act, with respect to liabilities,
including specific liabilities under the Securities Act, relating to the
mortgage loans being sold by the particular mortgage loan seller for inclusion
in the trust.
The underwriters may engage in transactions that maintain or otherwise
affect the price of the offered certificates, including short-covering
transactions in such offered certificates, and the imposition of a penalty bid,
in connection with the offering. These activities may cause the price of the
offered certificates to be higher than the price that would exist in the open
market absent these activities, and these activities may be discontinued at any
time.
This prospectus supplement may only be issued or passed on in the United
Kingdom to a person who is of a kind described in article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a
person to whom this prospectus supplement may otherwise lawfully be issued or
passed on.
The trust described in this prospectus supplement may only be promoted,
whether by the issuing or passing on of documents as referred to in the
foregoing restriction or otherwise, by an authorized person under Chapter III of
the Financial Services Act 1986 of the United Kingdom to a person in the United
Kingdom if that person is of a kind described in section 76(2) of that Act or as
permitted by the Financial Services (Promotion of Unregulated Schemes)
Regulations 1991, as amended.
Salomon Smith Barney Inc. is the lead manager and sole bookrunner for the
offering of the offered certificates. It is one of our affiliates.
PaineWebber Incorporated, one of the underwriters, is a wholly owned
subsidiary of Paine Webber Group Inc. On July 12, 2000, Paine Webber Group Inc.,
UBS AG and a wholly owned subsidiary of UBS AG, entered into an Agreement and
Plan of Merger which provides for the merger of Paine Webber Group Inc. into the
UBS AG subsidiary upon the receipt of shareholder approval, other required
consents and approvals and the payment of the merger consideration.
LEGAL MATTERS
Particular legal matters relating to the series 2000-C2 certificates will
be passed upon for us by Sidley & Austin, New York, New York, and for the
underwriters by Latham & Watkins, New York, New York.
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RATINGS
It is a condition to their issuance that the respective classes of offered
certificates be rated as follows:
<TABLE>
<CAPTION>
CLASS MOODY'S FITCH
----- -------- --------
<S> <C> <C>
Class A-1.............................. Aaa AAA
Class A-2.............................. Aaa AAA
Class B................................ Aa2 AA
Class C................................ A2 A
Class D................................ A3 A-
Class E................................ Baa1 BBB+
Class F................................ Baa2 BBB
Class G................................ Baa3 BBB-
</TABLE>
The ratings on the offered certificates address the likelihood of--
- the timely receipt by their holders of all payments of interest to which
they are entitled on each payment date, and
- the ultimate receipt by their holders of all payments of principal to
which they are entitled on or before July 18, 2033, which is the rated
final payment date.
The ratings on the offered certificates take into consideration--
- the credit quality of the mortgage pool,
- structural and legal aspects associated with the offered certificates,
and
- the extent to which the payment stream from the mortgage pool is adequate
to make payments of interest and/or principal required under the offered
certificates.
The ratings on the respective classes of offered certificates do not
represent any assessment of--
- the tax attributes of the offered certificates or of the trust,
- whether or to what extent prepayments of principal may be received on the
underlying mortgage loans,
- the likelihood or frequency of prepayments of principal on the underlying
mortgage loans,
- the degree to which the amount or frequency of prepayments of principal
on the underlying mortgage loans might differ from those originally
anticipated,
- whether or to what extent the interest payable on any class of offered
certificates may be reduced in connection with Net Aggregate Prepayment
Interest Shortfalls, and
- whether and to what extent prepayment premiums, yield maintenance
charges, Default Interest or Post-ARD Additional Interest will be
received.
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Also, a security rating does not represent any assessment of the yield to
maturity that investors may experience. The ratings address credit risk and not
prepayment risk.
There can be no assurance as to whether any rating agency not requested to
rate the offered certificates will nonetheless issue a rating to any class of
offered certificates and, if so, what the rating would be. A rating assigned to
any class of offered certificates by a rating agency that has not been requested
by us to do so may be lower than the rating assigned to that class by Moody's or
Fitch.
The ratings on the offered certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating organization. Each security
rating should be evaluated independently of any other security rating. See "Risk
Factors" in the accompanying prospectus.
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GLOSSARY
The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus
supplement, including in any of the annexes to this prospectus supplement or on
the accompanying diskette.
"250 PLAZA LOAN" means the pooled mortgage loan secured by a mortgaged real
property identified on Annex A-1 to this prospectus supplement as 250 Plaza.
"1615 POYDRAS STREET LOAN" means the pooled mortgage loan secured by a
mortgaged real property identified on Annex A-1 to this prospectus supplement as
1615 Poydras Street.
"ADDITIONAL TRUST FUND EXPENSE" means an expense of the trust that--
- arises out of a default on a mortgage loan or an otherwise unanticipated
event,
- is not included in the calculation of a Realized Loss, and
- is not covered by a servicing advance or a corresponding collection from
the related borrower or another party other than the trust, which other
party has no recourse to the trust for reimbursement.
We provide some examples of Additional Trust Fund Expenses under
"Description of the Offered Certificates--Reductions to Certificate Principal
Balances in Connection with Realized Losses and Additional Trust Expenses" in
this prospectus supplement.
"ADMINISTRATIVE FEE RATE" means, for any mortgage loan in the trust, the
sum of the master servicing fee rate, plus the per annum rate applicable to the
calculation of the trustee fee. The master servicing fee rate will include any
primary servicing fee rate.
"ALLOCATED CUT-OFF DATE PRINCIPAL BALANCE" means, with respect to any
mortgaged real property that is one of multiple properties securing any
particular pooled mortgage loan or group of pooled mortgage loans, the portion
of the cut-off date principal balance of the related pooled mortgage loan or
loans, allocated to the subject property based on Appraised Value, Underwritten
Net Cash Flow or other method deemed appropriate.
"ANNUAL DEBT SERVICE" means, for any underlying mortgage loan, 12 times the
amount of the monthly debt service due under the underlying the mortgage loan as
of the cut-off date. However, you should be aware that the monthly debt service
payments for the CTL Loans are subject to step-ups in connection with step-ups
in the payments under the related Credit Tenant Leases.
"APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan in the trust as
to which an Appraisal Trigger Event has occurred, an amount that:
- will be determined shortly following the later of--
1. the date on which the relevant appraisal or other valuation is
obtained or performed by the special servicer, as described under
"Servicing of the Underlying Mortgage Loans--Required Appraisals" in
this prospectus supplement, and
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2. the date on which the most recent relevant Appraisal Trigger Event
occurred; and
- will equal the excess, if any, of "x" over "y" where--
1. "x" is equal to the sum of:
(a) the Stated Principal Balance of the mortgage loan;
(b) to the extent not previously advanced by or on behalf of the
master servicer or the trustee, all unpaid interest, other
than any Default Interest and Post-ARD Additional Interest,
accrued on the mortgage loan through the most recent due date
prior to the date of determination;
(c) all accrued but unpaid special servicing fees with respect to
the mortgage loan;
(d) all related unreimbursed advances made by or on behalf of the
master servicer, the special servicer or the trustee with
respect to the mortgage loan, together with interest on those
advances; and
(e) all currently due and unpaid real estate taxes and
assessments, insurance premiums and, if applicable, ground
rents with respect to the related mortgaged real property; and
2. "y" is equal to the sum of:
(x) the excess, if any, of 90% of the resulting appraised or
estimated value of the related mortgaged real property or REO
Property, over the amount of any obligations secured by liens
on the property that are prior to the lien of the mortgage
loan; and
(y) various escrow payments, other reserves and letters of credit
held by the master servicer or the special servicer with
respect to the mortgage loan.
If, however--
- the appraisal or other valuation referred to in the first bullet point of
this definition is not obtained or performed within 90 days of the
Appraisal Trigger Event referred to in the first bullet point of this
definition, and
- either--
1. no comparable appraisal or other valuation, or update of a
comparable appraisal or other valuation, had been obtained or
performed during the 12-month period prior to that Appraisal Trigger
Event, or
2. there has been a material change in the circumstances surrounding
the related mortgaged real property subsequent to any earlier
appraisal or other valuation, or any earlier update of an appraisal
or other valuation, that, in the special servicer's judgment,
materially affects the value of the property,
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then until the required appraisal or other valuation is obtained or performed,
the Appraisal Reduction Amount for the subject mortgage loan will equal 25% of
the Stated Principal Balance of that mortgage loan. After receipt of the
required appraisal or other valuation, the special servicer will determine the
Appraisal Reduction Amount, if any, for the subject mortgage loan as described
in the first sentence of this definition. For purposes of this definition, each
mortgage loan that is part of a group of cross-collateralized mortgage loans
will be treated separately for purposes of calculating any Appraisal Reduction
Amount.
"APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan in the
trust, any of the following events:
- the mortgage loan has been modified by the special servicer in a manner
that--
1. affects the amount or timing of any payment of principal or interest
due on it, other than, or in addition to, bringing monthly debt
service payments current with respect to the mortgage loan,
2. except as expressly contemplated by the related loan documents,
results in a release of the lien of the mortgage instrument on any
material portion of the related mortgaged real property without a
corresponding principal prepayment in an amount, or the delivery by
the related borrower of substitute real property collateral with a
fair market value, that is not less than the fair market value of
the property to be released, or
3. in the judgment of the special servicer, otherwise materially
impairs the security for the mortgage loan or reduces the likelihood
of timely payment of amounts due on the mortgage loan;
- the related borrower fails either--
1. to make any monthly debt service payment with respect to the
mortgage loan and the failure continues for 60 days, or
2. to make any other material payment due with respect to the mortgage
loan and the failure continues for 180 days;
- a receiver is appointed and continues in that capacity with respect to
the mortgaged real property securing the mortgage loan;
- the related borrower becomes the subject of bankruptcy, insolvency or
similar proceedings;
- the mortgaged real property securing the mortgage loan becomes an REO
Property; or
- any other event required by Moody's or Fitch as of the date of initial
issuance of the offered certificates.
"APPRAISAL VALUE" or "APPRAISED VALUE" means, for any mortgaged real
property securing a pooled mortgage loan, the appraiser's estimate of value of
the leased fee
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estate or, where applicable, the leasehold estate, as stated in the appraisal
with a valuation date as specified on Annex A-1.
"ARD LOAN" means any mortgage loan in the trust having the characteristics
described in the first paragraph under "Description of the Mortgage Pool--Terms
and Conditions of the Underlying Mortgage Loans--ARD Loan" in this prospectus
supplement.
"AVAILABLE DISTRIBUTION AMOUNT" means the total amount available to make
payments of interest and principal on the series 2000-C2 certificates on each
payment date. The Available Distribution Amount for any payment date will
include--
- All payments and other collections on the mortgage loans and any REO
Properties that are on deposit in the Certificate Account as of the close
of business on the last day of the related collection period, exclusive
of any portion of those payments and other collections that represents
one or more of the following:
1. scheduled payments of principal and interest due subsequent to the
end of the related collection period;
2. prepayment premiums, yield maintenance charges and Post-ARD
Additional Interest, which are separately payable on the series
2000-C2 certificates;
3. amounts that are payable or reimbursable to any person other than
the holders of the series 2000-C2 certificates, including--
(a) amounts payable to the master servicer, the special servicer,
any sub-servicers or the trustee as compensation, including
trustee fees, master servicing fees, special servicing fees,
liquidation fees, workout fees, assumption fees, assumption
application fees, modification fees, extension fees, earnout
fees and, to the extent not otherwise applied to cover
interest on advances, Default Interest and late payment
charges,
(b) amounts payable in reimbursement of outstanding advances,
together with interest on those advances, and
(c) amounts payable in respect of other Additional Trust Fund
Expenses;
(d) if the payment date occurs during February of any year or
during January of any year that is not a leap year, the
interest reserve amounts with respect to the pooled mortgage
loans that accrue interest on an actual/360 basis, which
interest reserve amounts are to be transferred from the
Certificate Account to the Interest Reserve Account during
that month and held for future payment; and
(e) amounts deposited in the Certificate Account in error.
- Any advances of delinquent monthly payments of principal and interest due
on the mortgage loans made on that payment date.
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- Any payments made by the master servicer to cover Prepayment Interest
Shortfalls incurred with respect to the mortgage pool during the related
collection period.
- If the payment date occurs during March of any year, the interest reserve
amounts with respect to any pooled mortgage loans that accrue interest on
an actual/360 basis, which interest reserve amounts are transferred from
the interest reserve account to the Certificate Account during that
month.
"BAYSHORE EXECUTIVE PLAZA LOAN" means the pooled mortgage loan secured by
the mortgaged real property identified on Annex A-1 to this prospectus
supplement as Bayshore Executive Plaza.
"CALCULATED ORIGINAL AMORTIZATION TERM" means, with respect to a mortgage
loan, the number of months that would be required to fully amortize the mortgage
loan's original principal balance assuming:
- the actual mortgage loan rate;
- the actual monthly debt service payment; and
- an assumed interest accrual method of 30/360, irregardless of the actual
interest accrual method.
"CERTIFICATE ACCOUNT" has the meaning set forth under "Description of the
Agreements--Certificate Account" in the accompanying prospectus.
"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:
- the following six electronic files--
1. CMSA loan set-up file,
2. CMSA loan periodic update file,
3. CMSA property file,
4. CMSA bond file,
5. CMSA financial file, and
6. CMSA collateral summary file; and
- the following eight supplemental reports--
1. delinquent loan status report,
2. historical loan modification report,
3. historical liquidation report,
4. REO status report,
5. operating statement analysis report,
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6. comparative financial status report,
7. servicer watch list, and
8. NOI adjustment worksheet.
"CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then-outstanding principal
balance of a pool of mortgage loans for the life of those loans. The CPR model
is the prepayment model that we use in this prospectus supplement.
"CREDIT TENANT" means a tenant that leases all or substantially all of a
mortgaged real property securing any of the mortgage loans in the trust, which
tenant possesses or has a parent company that possesses, or which tenant's lease
obligations are guaranteed by an affiliate that possesses, a public senior
unsecured long-term debt or similar rating of at least investment grade from one
or more nationally recognized statistical rating organizations.
"CREDIT TENANT LEASE" means a net lease with a Credit Tenant, which lease
covers all or substantially all of a mortgaged real property securing any of the
mortgage loans in the trust.
"CTL LOAN" means a mortgage loan in the trust that, as identified on Annex
A-1 to this prospectus supplement as a "CTL" property type, is secured by a
mortgaged real property that is the subject of a Credit Tenant Lease.
"CUT-OFF DATE LTV RATIO" means, for any underlying mortgage loan, the ratio
of--
- the cut-off date principal balance of the mortgage loan, to
- the Appraised Value of the related mortgaged real property or properties.
However, in the event that an underlying mortgage loan is part of a cross-
collateralized group of mortgage loans, then Cut-off Date LTV Ratio means the
ratio of--
- the total cut-off date principal balance for all of the underlying
mortgage loans in the cross-collateralized group, to
- the total Appraised Value for all of the mortgaged real properties
related to the cross-collateralized group.
"DEFAULT INTEREST" means, for any underlying mortgage loan, any interest,
other than late payment charges, prepayment premiums or yield maintenance
charges that--
- accrues on a defaulted mortgage loan solely by reason of the subject
default, and
- is in excess of all interest at the related mortgage interest rate set
forth on Annex A-1 and any Post-ARD Additional Interest accrued on the
mortgage loan.
"DIPLOMAT CENTRE LOAN" means the pooled mortgage loan secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Diplomat Centre.
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"DISTRIBUTION SERVICES LTD. LOAN" means the pooled mortgage loan secured by
the mortgaged real property identified on Annex A-1 to this prospectus
supplement as Distribution Services Ltd.
"DOUBLE-NET LEASE" means a net lease that grants the subject tenant various
rent abatement and/or termination rights in connection with--
- specified casualty and condemnation events with respect to the subject
property, and
- a default on the part of the landlord to perform required maintenance,
repairs or replacements with respect to the subject property.
A Double-Net Lease may also grant the subject tenant rent abatement rights
in connection with other defaults on the part of the landlord under that lease.
"ENVIRONMENTAL REPORT" means a Phase I environmental study, environmental
screening assessment or transaction screen, or an update of any of the
foregoing, prepared by a third-party consultant. In general, environmental
screening assessments and transaction screens are less exhaustive environmental
assessments and/or result in less detailed reports than Phase I environmental
studies.
"ERISA PLAN" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Internal Revenue Code of 1986.
"ESCROWED REPLACEMENT RESERVES CURRENT ANNUAL DEPOSIT" means, with respect
to any pooled mortgage loan, other than a pooled mortgage loan originated by
Paine Webber Real Estate Securities Inc., the monthly dollar amount actually
deposited into a replacement reserves escrow account in conjunction with the
June 1, 2000 monthly debt service payment, or with respect to any pooled
mortgaged loan originated by Paine Webber Real Estate Securities Inc., the
dollar amount that was required to be deposited on a monthly basis in accordance
with the related mortgage loan documents, in each case multiplied by 12.
"ESCROWED REPLACEMENT RESERVES INITIAL DEPOSIT" means, with respect to any
pooled mortgage loan, the dollar amount deposited into an escrow account at the
time of origination, to be used for future ongoing repairs and replacements for
the related mortgaged real property or properties.
"EXEMPTION-FAVORED PARTY" means any of the following--
- Salomon Smith Barney Inc.,
- any person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Salomon Smith
Barney Inc., and
- any member of the underwriting syndicate or selling group of which a
person described in any of the prior two bullet points is a manager or
co-manager with respect to the class A-1 and A-2 certificates.
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"EXPENSES" are the operating expenses incurred for a mortgaged real
property for the specified historical operating period, as reflected in the
operating statements and other information furnished by the related borrower.
Those expenses generally include--
- salaries, wages and benefits,
- the costs of utilities,
- repairs and maintenance,
- marketing,
- insurance,
- management,
- landscaping,
- security, if provided at the mortgaged real property,
- real estate taxes or PILOT payments in lieu of real estate taxes,
- general and administrative expenses,
- ground lease payments, and
- other similar costs,
but without any deductions for debt service, depreciation, amortization, capital
expenditures or reserves for any of these deductions.
In the case of certain retail, office and/or industrial properties,
Expenses may have included leasing commissions and tenant improvements.
In the case of hospitality properties, Expenses included such departmental
expenses as--
- guest room,
- food and beverage,
- telephone,
- rental and other expenses, and
- various undistributed operating expenses, such as general and
administrative expenses, management fees, marketing expenses and
franchise fees.
In addition, in the case of any mortgaged real property that is subject to
an operating lease with a single operator, Revenues were calculated as described
above based on rental payments received by the related borrower under the
operating lease and not revenues received by the operator.
"GAAP" means generally accepted accounting principles.
"HOWLAND PORTFOLIO" means the group of six pooled mortgage loans, none of
which are cross-collateralized, made to borrowers with the same key principals,
Michael J. Howland and Lorraine Howland.
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"INTEREST RESERVE ACCOUNT" means the account maintained by the trustee for
purposes of holding a portion of the scheduled interest paid or advanced on
actual/360 mortgage loans in January, except during a leap year, and February,
as described under "Description of the Offered Certificates--Interest Reserve
Account" in this prospectus supplement.
"IRS" means the Internal Revenue Service.
"KOLBER PORTFOLIO" means the group of three pooled mortgage loans secured
by the mortgaged real properties identified on Annex A-1 to this prospectus
supplement as Plaza 250, Bayshore Executive Plaza and Park Square Court, none of
which loans are cross-collateralized and all of which loans are made to
borrowers with the same key principal, Fred Kolber.
"LARGEST TENANT" means the largest tenant at any mortgaged real property,
except that for properties securing mortgage loans originated by Paine Webber
Real Estate Securities, Inc. that tenant must occupy at least 20% of the net
rentable area to be listed in this prospectus supplement.
"LOAN BALANCE AT MATURITY/ARD" means, with respect to any pooled mortgage
loan, the principal balance remaining after giving affect to the principal
component of the monthly debt service payment made on the maturity date of the
mortgage loan or, in the case of an ARD Loan, the anticipated repayment date,
assuming no prior prepayments or defaults.
"MATURITY ASSUMPTIONS" means, collectively, the following assumptions
regarding the series 2000-C2 certificates and the mortgage loans in the trust:
- the mortgage loans have the characteristics set forth on Annex A-1 to
this prospectus supplement and the initial mortgage pool balance is
approximately $786,138,493;
- the initial total principal balance or notional amount, as the case may
be, of each class of series 2000-C2 certificates, other than the class R
and Y certificates, is as described in this prospectus supplement;
- the pass-through rate for each interest-bearing class of series 2000-C2
certificates is as described in this prospectus supplement;
- there are no delinquencies or losses with respect to the mortgage loans;
- there are no modifications, extensions, waivers or amendments affecting
the monthly debt service payments by borrowers on the mortgage loans;
- there are no Appraisal Reduction Amounts with respect to the mortgage
loans;
- there are no casualties or condemnations affecting the corresponding
mortgaged real properties;
- each of the mortgage loans provides monthly debt service payments to be
due on the first day of each month and accrues interest on the respective
basis described in this prospectus supplement, which is a 30/360 basis or
an actual/360 basis;
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- there are no breaches of any mortgage loan seller's representations and
warranties regarding the mortgage loans that are being sold by it;
- monthly debt service payments on the mortgage loans are timely received
on the first day of each month, and amortization occurs prior to
prepayment;
- no voluntary or involuntary prepayments are received as to any mortgage
loan during that mortgage loan's prepayment lock-out period, defeasance
period or prepayment consideration period, in each case if any;
- each ARD Loan is paid in full on its anticipated repayment date;
- except as otherwise assumed in the immediately preceding two bullet
points, prepayments are made on each of the mortgage loans at the
indicated CPRs set forth in the subject tables or other relevant part of
this prospectus supplement, without regard to any limitations in those
mortgage loans on partial voluntary principal prepayment;
- all prepayments of the mortgage loans result in a recasting of the
monthly debt service payments;
- all prepayments on the mortgage loans are assumed to be accompanied by a
full month's interest;
- no person or entity entitled thereto exercises its right of optional
termination described in this prospectus supplement under "Description of
the Offered Certificates--Termination";
- no mortgage loan is required to be repurchased by any mortgage loan
seller;
- no prepayment premiums or yield maintenance charges are collected;
- there are no Additional Trust Fund Expenses;
- payments on the offered certificates are made on the 18th day of each
month, commencing in September 2000; and
- the offered certificates are settled on August 24, 2000.
"MATURITY DATE/ARD LTV RATIO" means, for any underlying mortgage loan, the
related Loan Balance at Maturity/ARD for the particular mortgage loan, divided
by the Appraised Value of the related mortgaged real property or properties.
However, if an underlying mortgage loan is part of a cross- collateralized group
of mortgage loans, then Maturity Date/ARD LTV Ratio means the ratio of--
- the total Loan Balance at Maturity/ARD for all of the underlying mortgage
loans in the cross-collateralized group, to
- the total Appraised Value for all of the mortgaged real properties
related to the cross-collateralized group.
"MEDICAL MUTUAL OF OHIO-BEACHWOOD LOAN" means the pooled mortgage loan
secured by the mortgaged real property identified on Annex A-1 to this
prospectus supplement as Medical Mutual of Ohio-Beachwood.
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"MEDICAL MUTUAL OF OHIO-TOLEDO LOAN" means the pooled mortgage loan secured
by the mortgaged real property identified on Annex A-1 to this prospectus
supplement as Medical Mutual of Ohio-Toledo.
"METATEC BUILDING LOAN" means the pooled mortgage loan secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Metatec Building.
"MONTHLY DISCOUNT RATE" means the rate which, when compounded monthly,
results in an effective annual yield that is equivalent to the effective annual
yield obtained by compounding the discount rate, as described under "Description
of the Offered Certificates--Payments--Payments of Prepayment Premiums and Yield
Maintenance Charges" in this prospectus supplement on a semi-annual basis.
"NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to any
payment date, the excess, if any, of--
- the Prepayment Interest Shortfalls incurred with respect to the mortgage
pool during the related collection period, over
- the total payments made by the master servicer to cover those Prepayment
Interest Shortfalls.
"NET OPERATING INCOME" or "NOI" means, for any mortgaged real property
securing a pooled mortgage loan, the net property income derived from the
property, which is equal to Revenues less Expenses, for the applicable time
period, that was available for debt service, as established by information
provided by the related borrower, except that in some cases the net property
income has been adjusted by removing various non-recurring expenses and revenues
or by other normalizations. NOI does not reflect accrual of costs such as
reserves, capital expenditures, tenant improvements and leasing commissions and
does not reflect non-cash items such as depreciation or amortization. In some
cases, capital expenditures, tenant improvements and leasing commissions and
non-recurring items may have been treated by a borrower as an expense but were
excluded from Expenses to reflect normalized NOI. We have not made any attempt
to verify the accuracy of any information provided by a particular borrower or
to reflect changes in net property income that may have occurred since the date
of the information provided by any borrower for the related mortgaged real
property. NOI was not necessarily determined in accordance with GAAP. Moreover,
NOI is not a substitute for net income determined in accordance with GAAP as a
measure of the results of a mortgaged real property's operations or a substitute
for cash flows from operating activities determined in accordance with GAAP as a
measure of liquidity and in certain cases may reflect partial-year
annualizations.
"NOI DEBT SERVICE COVERAGE RATIO" or "NOI DSCR" means, for any underlying
mortgage loan, the ratio of--
- the annual NOI for the corresponding mortgaged real property or
properties for the specified operating period, to
- the Annual Debt Service for the underlying mortgage loan.
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However, if an underlying mortgage loan is part of a cross-collateralized
group of mortgage loans, then NOI DSCR means the ratio of--
- the total NOI for the specified 12-month time period for all of the
mortgaged real properties related to the cross-collateralized group, to
- the total Annual Debt Service for all of the underlying mortgage loans in
the cross-collateralized group.
"NORTHPOINTE PLAZA LOAN" means the pooled mortgage loan secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Northpointe Plaza.
"NRSF", "NRS" or "SF" generally means the square footage of the net
rentable area of a mortgaged real property.
"OCCUPANCY %" or "OCCUPANCY PERCENTAGE" means:
- for any mortgaged real property other than a hotel, the percentage of
leasable square footage or total Units/Rooms/Pads, as the case may be, at
the particular property that was physically occupied as of a specified
date, as derived from the most recent rent roll provided by the borrower;
and
- for any hotel property, the average monthly occupancy reported for the 12
months preceding the specified date.
"PARK SQUARE COURT LOAN" means the pooled mortgage loan secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Park Square Court.
"PARTY IN INTEREST" means any person that is a "party in interest" within
the meaning of ERISA or a "disqualified person" within the meaning of the
Internal Revenue Code of 1986.
"PERMITTED ENCUMBRANCES" means, with respect to any mortgaged real property
securing a mortgage loan in the trust, any and all of the following:
- the lien of current real property taxes and assessments not yet due and
payable;
- covenants, conditions and restrictions, rights of way, easements and
other matters of public record, 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 the mortgage loan or approved after
origination, which do not materially and adversely affect the current use
of the mortgaged real property, the security interest of the lender or
the value of the mortgaged real property;
- the rights of tenants whether under ground leases or space leases, at the
property to remain following a foreclosure or similar proceeding,
provided that those tenants are performing under their leases;
- exceptions and exclusions specifically referred to in the related
lender's title insurance policy or, as evidenced by a marked-up
commitment, to be issued in respect of the mortgage loan; and
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- if the mortgage loan is cross-collateralized with any other pooled
mortgage loan, the lien of the mortgage, deed of trust or other security
instrument for that other mortgage loan.
"PERMITTED INVESTMENTS" means the U.S. government securities and other
investment grade obligations specified in the pooling and servicing agreement.
"POST-ARD ADDITIONAL INTEREST" means, with respect to any ARD Loan, the
additional interest accrued with respect to that mortgage loan as a result of
the marginal increase in the related mortgage interest rate upon passage of the
related anticipated repayment date, as that additional interest may compound in
accordance with the terms of that mortgage loan.
"PREPAYMENT INTEREST EXCESS" means, with respect to any full or partial
prepayment of a pooled mortgage loan made by the related borrower during any
collection period after the due date for that loan, the amount of any interest
actually collected on that prepayment for the period following that due date,
less the amount of master servicing fees payable from that interest collection,
and exclusive of any Default Interest, Post-ARD Additional Interest, prepayment
premiums and late payment charges included in that interest collection.
"PREPAYMENT INTEREST SHORTFALL" means, with respect to any full or partial
prepayment of a pooled mortgage loan made by the related borrower during any
collection period prior to the due date for that loan, the amount of any
uncollected interest that would have accrued on that prepayment through that due
date, less the amount of master servicing fees that would have been payable from
that uncollected interest, and exclusive of any portion of that uncollected
interest that would have been Default Interest, Post-ARD Additional Interest,
prepayment premiums or yield maintenance charges.
"PREPAYMENT PROVISIONS" for each underlying mortgage loan are as follows:
- "LO(y)" means the original duration of the lock-out period is y payments;
- "Defeasance(y)" means the original duration of the defeasance period is y
payments;
- "Grtrx%UPBorYM(y)" means, for an original period of y payments, the
relevant prepayment premium will equal the greater of the applicable
yield maintenance charge and x% of the principal amount prepaid;
- "YM(y)" means, for an original period of y payments, the relevant
prepayment premium will equal the yield maintenance charge; and
- "Free(y)" means the underlying mortgage loan is freely prepayable for a
period of y payments.
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"PRESENT VALUE TYPE I" AND "PRESENT VALUE TYPE II" means a yield
maintenance premium that is generally equal to:
- the product obtained by multiplying--
1. the ratio of--
(a) the amount of principal being prepaid, to
(b) the principal balance outstanding, assuming no prepayments
have been made, times
2. the present value as of the prepayment date of the remaining
scheduled payments of principal and interest from the prepayment
date through, as applicable, the maturity date or anticipated
repayment date, including any balloon payment or assumed prepayment
on the anticipated repayment date, as applicable, determined by
discounting those payments at the applicable Monthly Discount Rate,
less
- the amount of principal being prepaid.
"RATED FINAL PAYMENT DATE" for each class of offered certificates will be
July 18, 2033, which is the first payment date after the end of the 36th month
following the end of the amortization term for the mortgage loan that, as of the
cut-off date, will have the longest remaining amortization term.
"REALIZED LOSSES" means losses on or with respect to the pooled mortgage
loans arising from the inability of the master servicer and/or the special
servicer to collect all amounts due and owing under the mortgage loans,
including by reason of the fraud or bankruptcy of a borrower or, to the extent
not covered by insurance, a casualty of any nature at a mortgaged real property.
We discuss the calculation of Realized Losses under "Description of the Offered
Certificates--Reductions to Certificates Principal Balances in Connection with
Realized Losses and Additional Trust Fund Expenses" in this prospectus
supplement.
"RECOMMENDED ANNUAL REPLACEMENT RESERVES" means, for any mortgaged real
property securing a pooled mortgage loan, the expected average annual amount for
future ongoing repairs and replacements over a time horizon not less than the
original loan term of the respective mortgage loan, as estimated in the Property
Condition Assessment.
"RELATED MORTGAGE LOAN GROUP" means a group of pooled mortgage loans that
have at least one key principal in common and that may or may not be cross-
collateralized or have the same borrower.
"RELATED UNDERLYING MORTGAGE LOANS" means any two or more underlying
mortgage loans for which the related mortgaged real properties are either owned
by the same entity or owned by two or more entities controlled by the same key
principals.
"REMIC" means a "real estate mortgage investment conduit" as defined in
Section 860D of the Internal Revenue Code of 1986.
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"REO PROPERTY" means any mortgaged real property that is acquired by the
trust through foreclosure, deed-in-lieu of foreclosure or otherwise following a
default on the corresponding pooled mortgage loan.
"RESTRICTED GROUP" means, collectively, the following persons and
entities--
- the trustee,
- the Exemption-Favored Parties,
- us,
- the master servicer,
- the special servicer,
- any sub-servicers,
- the mortgage loan sellers,
- each borrower, if any, with respect to pooled mortgage loans constituting
more than 5.0% of the total unamortized principal balance of the mortgage
pool as of the cut-off date, and
- any and all affiliates of any of the aforementioned persons.
"REVENUES" means the gross revenues received with respect to a mortgaged
real property securing any pooled mortgage loan, for the specified historical
operating period, as reflected in the operating statements and other information
furnished by the related borrower. Those revenues generally include:
- for the multifamily rental properties, gross rental and other revenues;
- for the retail, office and industrial properties, base rent, percentage
rent, expense reimbursements and other revenues; and
- for the hospitality properties, guest room, food and beverage, telephone
and other revenues.
In addition, in the case of any mortgaged real property that is subject to
an operating lease with a single operator, Revenues were based on rental
payments received by the related borrower under the operating lease and not
revenues received by the operator.
"SEC" means the Securities and Exchange Commission.
"SERVICING STANDARD" means, with respect to either the master servicer or
the special servicer, to service and administer the pooled mortgage loans and
any REO Properties owned by the trust for which that party is responsible:
- with the same care, skill and diligence as is normal and usual in its
general mortgage servicing and asset management activities on behalf of
third parties or on behalf of itself, whichever is higher, with respect
to comparable mortgage loans and REO properties;
- with a view to--
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1. the timely collection of all scheduled payments of principal and
interest under those mortgage loans, and
2. in the case of the special servicer, if a mortgage loan comes into
and continues in default and if, in the judgment of the special
servicer, no satisfactory arrangements can be made for the
collection of the delinquent payments, the maximization of the
recovery on that defaulted mortgage loan to the series 2000-C2
certificateholders, as a collective whole, on a present value basis;
and
- without regard to any conflicts of interest that may arise from--
1. any relationship that the master servicer or the special servicer,
as the case may be, or any of its affiliates may have with any of
the underlying borrowers,
2. the ownership of any series 2000-C2 certificate by the master
servicer or the special servicer, as the case may be, or by any of
its affiliates,
3. the master servicer's obligation to make advances,
4. the special servicer's obligation to make, or to direct the master
servicer to make, servicing advances,
5. the right of the master servicer or the special servicer, as the
case may be, or any of its affiliates to receive reimbursement of
costs, or the sufficiency of any compensation payable to it, under
the pooling and servicing agreement or with respect to any
particular transaction,
6. the ownership, servicing or management by the master servicer or the
special servicer, as the case may be, or any of its affiliates of
any other real estate loans or real properties not included in or
securing, as the case may be, the mortgage pool or the right to
service or manage for others any such other real estate loans or
real properties, and
7. any obligation of the master servicer or the special servicer, as
the case may be, or any of its affiliates, to repurchase any
mortgage loan under the related mortgage loan purchase agreement.
"SERVICING TRANSFER EVENT" means, with respect to any mortgage loan in the
trust, any of the following events:
1. the related borrower fails to make when due any monthly debt service
payment, including a balloon payment, or any other payment required
under the related promissory note or the related mortgage, deed of trust
or other comparable security instrument, and either the failure actually
continues, or the master servicer believes it will continue, unremedied
for 60 days;
2. the master servicer determines that a default in the making of a monthly
debt service payment, including a balloon payment, or any other material
payment required to be made under the related promissory note or the
related mortgage, deed of trust or other comparable security instrument,
is likely to occur in the
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foreseeable future and either (a) that default is likely to remain
unremedied for at least 60 days or (b) the related borrower has
requested a material modification of the related mortgage loan other
than the waiver of a due-on-sale clause; or the related borrower has
transferred or permitted the transfer of the mortgage loan, the
corresponding mortgaged real property or direct or indirect ownership or
control of the related borrower or the corresponding mortgaged real
property, or has changed the management of the corresponding mortgaged
real property, in any such case without the requisite consent of the
trustee, the master servicer or the special servicer, to the extent that
consent is required under the related mortgage loan documents;
3. the master servicer determines that a default, other than as described
in clause 1. and 2. of this definition, has occurred under the mortgage
loan that may materially impair the value of the corresponding mortgaged
real property as security for the mortgage loan and the default
continues unremedied for the applicable cure period under the terms of
the mortgage loan or, if no cure period is specified, for 60 days;
4. various events of bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings occur with
respect to the related borrower or the corresponding mortgaged real
property, or the related borrower takes various actions indicating its
bankruptcy, insolvency or inability to pay its obligations; or
5. the master servicer receives notice of the commencement of foreclosure
or similar proceedings with respect to the corresponding mortgaged real
property.
A Servicing Transfer Event will cease to exist, if and when:
(w) with respect to the circumstances described in clause 1. of this
definition, the related borrower makes three consecutive full and
timely monthly debt service payments under the terms of the mortgage
loan, as those 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;
(x) with respect to the circumstances described in clauses 2. and 4. of
this definition, those circumstances cease to exist in the judgment of
the special servicer;
(y) with respect to the circumstances described in clause 3. of this
definition, the default is cured in the judgment of the special
servicer; and
(z) with respect to the circumstances described in clause 5. of this
definition, the proceedings are terminated.
S-186
<PAGE> 187
"STATED PRINCIPAL BALANCE" means, for each mortgage loan in the trust, an
amount that:
- will initially equal its unpaid principal balance as of the cut-off date,
after application of all scheduled payments of principal due on or before
that date, whether or not those payments have been received; and
- will be permanently reduced on each subsequent payment date, to not less
than zero, by--
1. that portion, if any, of the Total Principal Payment Amount for that
payment date that is attributable to that mortgage loan, and
2. the principal portion of any Realized Loss incurred with respect to
that mortgage loan during the related collection period.
However, the "Stated Principal Balance" of any mortgage loan in the trust
will, in all cases, be zero as of the payment date following the end of the
collection period in which it is determined that all amounts ultimately
collectible with respect to that mortgage loan or any related REO Property have
been received.
"TOTAL PRINCIPAL PAYMENT AMOUNT" means:
- for any payment date prior to the final payment date, an amount equal to
the total, without duplication, of the following--
1. all payments of principal, including voluntary principal
prepayments, received on the pooled mortgage loans during the
related collection period, exclusive of any portion of those
payments that represents a late collection of principal for which an
advance was previously made for a prior payment date or that
represents a monthly payment of principal due on or before the
cut-off date or on a due date subsequent to the end of the related
collection period,
2. all monthly payments of principal received on the pooled mortgage
loans prior to, but that are due during, the related collection
period,
3. all other collections, including liquidation proceeds, condemnation
proceeds, insurance proceeds and repurchase proceeds, that were
received on or with respect to any of the pooled mortgage loans or
any related REO Properties during the related collection period and
that were identified and applied by the master servicer as
recoveries of principal of the subject mortgage loan or, in the case
of an REO Property, of the related mortgage loan, in each case
exclusive of any portion of the particular collection that
represents a late collection of principal due on or before the
cut-off date or for which an advance of principal was previously
made for a prior payment date, and
4. all advances of principal made with respect to the pooled mortgage
loans for that payment date, and
5. the excess, if any, of the Total Principal Payment Amount for the
prior payment date, if any, over the total payments of principal
made on that prior
S-187
<PAGE> 188
payment date with respect to the series 2000-C2 certificates with
principal balances, and
- for the final payment date, an amount equal to the total Stated Principal
Balance of the mortgage pool outstanding immediately prior to that final
payment date.
"TREASURY FLAT" means, with respect to a mortgage loan with a yield
maintenance calculation method of "Present Value Type I", the average yield for
"This Week" as reported by the Federal Reserve Board in Federal Reserve
Statistical Release H.15(519) for the constant maturity treasury security having
a maturity coterminous with the maturity date or, in the case of an ARD Loan,
the anticipated repayment date of the prepaid underlying mortgage loan as of any
particular date. If there are no constant maturity treasuries having such a
maturity, then Treasury Flat will equal the interpolation of the yields of the
constant maturity treasuries with maturities longer and shorter than the
remaining term to maturity or, in the case of an ARD Loan, the anticipated
repayment date for the prepaid mortgage loan.
"TREASURY FLAT" means, with respect to a mortgage loan with a yield
maintenance calculation method of "Present Value Type II", the average yield for
"This Week" as reported by the Federal Reserve Board in Federal Reserve
Statistical Release H.15(519) for the constant maturity treasury security having
a maturity coterminous with remaining weighted average life of the prepaid
mortgage loan. In the case of an ARD Loan, the remaining weighted average life
will be calculated assuming all principal is repaid on the anticipated repayment
date. If there are no constant maturity treasuries having such a maturity, then
Treasury Flat will equal the interpolation of the yields of the constant
maturity treasuries with maturities longer and shorter than the remaining
weighted average life for the prepaid mortgage loan.
"UNDERWRITTEN EXPENSES" or "U/W EXPENSES" means, with respect to any
mortgaged real property securing a pooled mortgage loan, the annual operating
expenses estimated for that property, generally derived from the historical
annual expenses reflected in the operating statements and other information
furnished by the related borrower, except that those expenses were often
modified as follows:
- operating expenses were generally adjusted by various factors such as
inflation, appraisers' estimates and historical trends;
- if there was no management fee or a management fee which varies from the
market, it was assumed that a management fee is payable with respect to
the mortgaged real property in an amount that is the greater of the
market rate as determined by an appraiser or the lender's minimum
management fee underwriting criteria for the applicable property type;
and
- those expenses were adjusted so as to eliminate any capital expenditures,
loan closing costs, tenant improvements or leasing commissions and
similar non-recurring expenses.
S-188
<PAGE> 189
Underwritten Expenses generally include--
- salaries, wages and benefits,
- the costs of utilities,
- repairs and maintenance,
- marketing,
- insurance,
- management,
- landscaping,
- security, if provided at the mortgaged real property,
- real estate taxes,
- general and administrative expenses, and
- ground lease payments, and other costs,
but without any deductions for debt service, depreciation and amortization or
capital expenditures, tenant improvements or leasing commissions.
In the case of hospitality properties, Underwritten Expenses included such
departmental expenses as--
- guest room,
- food and beverage,
- telephone,
- rental and other expenses, and
various undistributed operating expenses such as--
- general and administrative expenses,
- management fees,
- marketing expenses, and
- franchise fees.
In addition, in the case of any mortgaged real property that is subject to
an operating lease with a single operator, Underwritten Expenses were based on
expenses incurred by the related borrower under the operating lease and not
operating expenses by the operator. Furthermore, in the case of any mortgaged
real property that is subject to a Credit Tenant Lease, Underwritten Expenses
did NOT include any expenses required to be borne by the Credit Tenant under
that lease.
"UNDERWRITTEN NET CASH FLOW", "UNDERWRITTEN NCF" or "U/W NCF" means, for
any mortgaged real property, the Underwritten NOI for that property reduced by
the
S-189
<PAGE> 190
following items, if and to the extent that the items have not already been
netted-out in calculating Underwritten NOI--
- underwritten capital expenditure reserves,
- underwritten furniture, fixtures and equipment reserves (for hospitality
properties), and
- underwritten tenant improvements and leasing commission reserves.
Underwritten Net Cash Flow is subject to the same limitations and qualifications
as Underwritten NOI.
"UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIO" and "U/W NCF DSCR" means,
for any underlying mortgage loan, the ratio of--
- the annualized U/W NCF for the corresponding mortgaged real property or
properties for the specified operating period, to
- the Annual Debt Service for the underlying mortgage loan.
However, if an underlying mortgage loan is part of a cross-collateralized group
of mortgage loans, then U/W NCF DSCR means the ratio of--
- the total U/W NCF for the specified 12-month time period for all of the
mortgaged real properties related to the cross-collateralized group, to
- the total Annual Debt Service for all of the underlying mortgage loans in
the cross-collateralized group.
"UNDERWRITTEN NOI" or "U/W NOI" means, for any mortgaged real property
securing any pooled mortgage loan, an estimate, made at or about the time of
origination of that mortgage loan or, in some cases, more recently derived from
current financial information, of the total cash flow anticipated to be
available for Annual Debt Service on the underlying mortgage loan, calculated as
the excess of Underwritten Revenues over Underwritten Expenses before
considering any reserves or capital expenditures.
Underwritten NOI describes the cash flow available before deductions for
capital expenditures such as tenant improvements, leasing commissions and
structural reserves. In general, Underwritten NOI has been calculated without
including underwritten reserves or any other underwritten capital expenditures
among Underwritten Expenses. Had those reserves been so included, Underwritten
NOI would have been lower. Even in those cases where such underwritten reserves
or any other underwritten capital expenditures were so included, no cash may
have been actually escrowed. No representation is made as to the future
operating income of the properties, nor is the Underwritten NOI set forth in
this prospectus supplement with respect to any mortgaged real property intended
to represent such future net operating income.
Actual conditions at any mortgaged real property may differ substantially,
from the assumed conditions used in calculating Underwritten NOI. In particular,
the assumptions regarding future revenues, tenant vacancies, future expenses and
various other relevant factors, may differ substantially from actual conditions
and circumstances with respect to
S-190
<PAGE> 191
any mortgaged real property. There can be no assurance that the actual financial
performance of any of the mortgaged real properties will meet the underwritten
results assumed in connection with the origination or purchase of the underlying
mortgage loans.
Underwritten NOI and the Underwritten Revenues and Underwritten Expenses
used to determine Underwritten NOI for each mortgaged real property are derived
from information furnished by the respective borrowers. Net income for a
mortgaged real property as determined under GAAP would not be the same as the
Underwritten NOI for the mortgaged real property set forth in the following
schedule or tables. In addition, Underwritten NOI is not a substitute for or
comparable to operating income as determined in accordance with GAAP as a
measure of the results of a property's operations or a substitute for cash flows
from operating activities determined in accordance with GAAP as a measure of
liquidity.
"UNDERWRITTEN NOI DEBT SERVICE COVERAGE RATIO", "UNDERWRITTEN NOI DSCR" or
"U/W NOI DSCR" means, for any underlying mortgage loan, the ratio of--
- the Underwritten NOI for the related mortgaged real property or
properties, to
- the Annual Debt Service for the related underlying mortgage loan.
However, if an underlying mortgage loan is part of a cross-collateralized group
of mortgage loans, then Underwritten NOI DSCR means the ratio of--
- the total Underwritten NOI for all of the mortgaged real properties
related to the cross-collateralized group, to
- the total Annual Debt Service for all of the underlying mortgage loans in
the cross-collateralized group.
"UNDERWRITTEN REVENUES" or "U/W REVENUES" means the annual operating
revenues estimated for a mortgaged real property, and generally equals, subject
to the assumptions and adjustments specified below:
- in the case of the multifamily rental properties, the amount of gross
rents expected to be received during a 12-month period, as estimated by
annualizing a current rent roll provided by the borrower in connection
with the origination of the underlying mortgage loan or, more recently,
under its periodic operating statements reporting requirements;
- in the case of the commercial properties, other than properties subject
to Credit Tenant Leases and hospitality properties, the amount of gross
rents expected to be received during a 12-month period, as estimated by
annualizing a current rent roll provided by the borrower in connection
with the origination of the underlying mortgage loan or, more recently,
under its periodic operating statements reporting requirements, plus--
1. for some commercial properties, percentage rents or other revenues
based on normalized actual amounts collected during previous
operating periods, plus
2. in the case of some commercial properties with modified gross or net
leases, the amount of expense reimbursements expected to be received
over a
S-191
<PAGE> 192
12-month period, as estimated based upon actual lease terms
currently in effect or actual amounts collected during previous
operating periods;
- in the case of properties subject to Credit Tenant Leases, the annual
contractual rent set forth in the related lease; and
- in the case of hospitality properties, annual revenues consistent with
historical operating trends and market and competitive conditions.
For multi-family rental and commercial properties, Underwritten Revenues
also may include some other revenue items such as parking fees, laundry income
and late fees.
However, Underwritten Revenues were decreased to take into account--
- the market vacancy rate, if that rate was more than the vacancy rate
reflected in the most recent rent roll or operating statements, as the
case may be, furnished by the related borrower,
- lender's minimum vacancy underwriting criteria for the applicable
property type, and
- for some commercial properties, applicable market rental rates,
resulting, in some cases, in base rents being marked downward to market
rents.
In addition, in the case of some commercial properties, the Underwritten
Revenues were adjusted upward to account for all or a portion of the rents
provided for under any rent step-ups or new leases scheduled to take effect,
generally within six months of the date of the rent roll used to underwrite the
mortgaged property. In addition, in the case of any mortgaged real properties
that are subject to an operating lease with a single operator, Underwritten
Revenues were based on rental payments received by the related borrower under
the operating lease and not revenues received by the operator.
"UNITS", "PADS" and "ROOMS", respectively, mean:
- in the case of a mortgaged real property operated as multifamily housing,
the number of apartments, regardless of the size of or number of rooms in
such apartment, which are referred to in Annex A-1 as "Units";
- in the case of a mortgaged real property operated as a mobile home park,
the number of pads, which are referred to in Annex A-1 as "Pads"; and
- in the case of a mortgaged real property operated as a hotel or motel,
the number of rooms, which are referred to in Annex A-1 as "Rooms".
"U/W ANNUAL REPLACEMENT RESERVES" or "UNDERWRITTEN ANNUAL REPLACEMENT
RESERVES" means the average annual ongoing repairs and replacements estimated
for a mortgaged real property, generally consistent with the greater of (a) the
Recommended Annual Replacement Reserves and (b) the lender's minimum
underwriting standard for that property type.
"WEHBA PORTFOLIO" means the group of three pooled mortgage loans secured by
the mortgaged real properties identified on Annex A-1 to this prospectus
supplement as Medical Mutual of Ohio-Toledo, Medical Mutual of Ohio-Beachwood
and Distribution
S-192
<PAGE> 193
Services Ltd., two of which loans are cross-collateralized and cross-defaulted,
and all of which loans are made to borrowers with the same key principal, C.
Frederick Wehba, II.
"WEIGHTED AVERAGE POOL PASS-THROUGH RATE" means, for each payment date, the
weighted average of the following annual rates with respect to all of the
mortgage loans in the trust, weighted on the basis of the mortgage loans'
respective Stated Principal Balances immediately prior to that payment date:
A. in the case of each mortgage loan that accrues interest on a 30/360
basis, an annual rate equal to--
(1) the mortgage interest rate in effect for that mortgage loan as
of the cut-off date, minus
(2) the related Administrative Fee Rate; and
B. in the case of each mortgage loan that accrues interest on an
actual/ 360 basis, an annual rate generally equal to the product of
12 times a fraction, expressed as a percentage--
(1) the numerator of which fraction is, subject to adjustment as
described below in this definition, the amount of interest
that accrued or, in the case of a prepayment or other early
liquidation, would otherwise have accrued, with respect to
that mortgage loan on an actual/360 basis, during the related
interest accrual period, based on--
- its Stated Principal Balance immediately preceding that
payment date, and
- a rate per annum equal to its mortgage interest rate in
effect as of the cut-off date, minus the related
Administrative Fee Rate, and
(2) the denominator of which fraction is the Stated Principal
Balance of the mortgage loan immediately prior to that payment
date.
Notwithstanding the foregoing, if the subject payment date occurs during
January, except during a leap year, or February, then, in the case of any
particular mortgage loan that accrues interest on an actual/360 basis, the
amount of interest referred to in the numerator of the fraction described in
clause B(1) above will be decreased to reflect any interest reserve amount with
respect to that mortgage loan that is transferred from the trustee's collection
account to the trustee's interest reserve account during that month.
Furthermore, if the subject payment date occurs during March, then, in the case
of any particular mortgage loan that accrues interest on an actual/360 basis,
the amount of interest referred to in the numerator of the fraction described in
clause B(1) above will be increased to reflect any interest reserve amounts with
respect to that mortgage loan that are transferred from the trustee's interest
reserve account to the trustee's collection account during that month.
"WESTERN PLAZA LOAN" means the pooled mortgage loan identified on Annex A-1
to this prospectus supplement as Western Plaza.
S-193
<PAGE> 194
"YEAR BUILT" means, with respect to any mortgaged real property, the year
during which construction of the mortgaged real property was completed. In the
event of multiple years of construction, only the earliest of those years is
shown.
"YEAR RENOVATED" means, with respect to any mortgaged real property, the
year during which the most recent renovation, if any, of the mortgaged real
property was completed. That renovation would generally include significant
capital improvements to either the interior or exterior of the mortgaged
property. In the event of multiple years of renovation, only the most recent of
those years is shown.
S-194
<PAGE> 195
ANNEX A-1
CHARACTERISTICS OF THE UNDERLYING
MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES
Annex A-1-1
<PAGE> 196
(This page intentionally left blank)
Annex A-1-2
<PAGE> 197
NOTE: "STATED REMAINING TERM" MEANS, IN THE CASE OF AN ARD LOAN, THE REMAINING
TERM TO THE RELATED ANTICIPATED REPAYMENT DATE.
CUT-OFF DATE BALANCES
<TABLE>
<CAPTION>
% OF CUMULATIVE WEIGHTED AVERAGES
INITIAL % OF INITIAL ---------------------
NUMBER OF TOTAL MORTGAGE MORTGAGE MORTGAGE STATED
RANGE OF CUT-OFF MORTGAGE CUT-OFF DATE POOL POOL INTEREST REMAINING
DATE BALANCES LOANS PRINCIPAL BALANCE BALANCE BALANCE RATE TERM (MO.)
---------------- --------- ----------------- -------- ------------ -------- ----------
<C> <S> <C> <C> <C> <C> <C> <C>
$ 0 to $ 999,999...... 20 $ 17,806,861 2.27% 2.27% 7.850% 119
1,000,000 to 2,499,999...... 83 133,590,547 17.02 19.29 8.143 125
2,500,000 to 4,999,999...... 41 137,506,305 17.52 36.82 8.407 114
5,000,000 to 7,499,999...... 24 141,808,503 18.07 54.89 8.316 117
7,500,000 to 9,999,999...... 7 60,639,209 7.73 62.62 8.293 112
10,000,000 to 14,999,999..... 10 127,976,511 16.31 78.93 8.347 113
15,000,000 to 19,999,999..... 6 104,707,384 13.34 92.27 8.454 114
20,000,000 to 31,999,999..... 2 60,643,358 7.73 100.00 8.113 113
--- ------------ ------ ----- ---
Totals/Wtd. Avg............. 193 $784,678,678 100.00% 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
-------------------
U/W CUT-OFF DATE
RANGE OF CUT-OFF NCF LTV
DATE BALANCES DSCR RATIO
---------------- ---- ------------
<C> <C> <C>
$ 0 to 1.49x 57.38%
1,000,000 to 1.38 65. 83
2,500,000 to 1.34 73.11
5,000,000 to 1.31 72.46
7,500,000 to 1.33 72.71
10,000,000 to 1.30 72.32
15,000,000 to 1.27 74.20
20,000,000 to 1.29 66.41
---- -----
Totals/Wtd. 1.32x 70.86%
==== =====
</TABLE>
MORTGAGE TYPE
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
INITIAL --------------------------------------------
NUMBER OF TOTAL MORTGAGE MAXIMUM MORTGAGE STATED U/W CUT-OFF DATE
MORTGAGE CUT-OFF DATE POOL CUT-OFF DATE INTEREST REMAINING NCF LTV
LOAN TYPE LOANS PRINCIPAL BALANCE BALANCE PRINCIPAL BALANCE RATE TERM (MO.) DSCR RATIO
--------- --------- ----------------- -------- ----------------- -------- ---------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balloon............... 163 $653,263,947 83.25% $19,280,819 8.323% 114 1.33x 71.39%
ARD................... 9 101,143,920 12.89 31,483,555 8.228 112 1.28 71.49
Fully Amortizing...... 21 30,270,810 3.86 3,155,510 7.995 185 1.40 57.33
--- ------------ ------ ----- --- ----- -----
Totals/Wtd. Avg... 193 $784,678,678 100.00% 8.298% 116 1.32x 70.86%
=== ============ ====== ===== === ===== =====
</TABLE>
ACCRUAL TYPE
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
INITIAL --------------------------------------------
NUMBER OF TOTAL MORTGAGE MAXIMUM MORTGAGE STATED U/W CUT-OFF DATE
MORTGAGE CUT-OFF DATE POOL CUT-OFF DATE INTEREST REMAINING NCF LTV
ACCRUAL TYPE LOANS PRINCIPAL BALANCE BALANCE PRINCIPAL BALANCE RATE TERM (MO.) DSCR RATIO
------------ --------- ----------------- -------- ----------------- -------- ---------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Actual/360 Basis...... 177 $765,902,710 97.61% $31,483,555 8.318% 115 1.32x 71.44%
30/360 Basis.......... 16 18,775,968 2.39 1,877,073 7.488 166 1.55 47.41
--- ------------ ------ ----- --- ----- -----
Totals/Wtd. Avg... 193 $784,678,678 100.00% 8.298% 116 1.32x 70.86%
=== ============ ====== ===== === ===== =====
</TABLE>
Annex A-1-3
<PAGE> 198
MORTGAGE RATES
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
% OF CUMULATIVE % ---------------------
NUMBER OF TOTAL INITIAL OF INITIAL MORTGAGE STATED
RANGE OF MORTGAGE MORTGAGE CUT-OFF DATE MORTGAGE POOL MORTGAGE INTEREST REMAINING
RATES LOANS PRINCIPAL BALANCE BALANCE POOL BALANCE RATE TERM (MO.)
----------------- --------- ----------------- ------------- ------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
0.00% to 6.99%....... 2 $ 2,000,470 0.25% 0.25% 6.872% 99
7.00% to 7.24%....... 7 9,560,250 1.22 1.47 7.121 145
7.25% to 7.49%....... 14 24,771,877 3.16 4.63 7.348 148
7.50% to 7.74%....... 16 40,815,378 5.20 9.83 7.600 113
7.75% to 7.99%....... 20 91,468,668 11.66 21.49 7.825 110
8.00% to 8.24%....... 31 176,616,975 22.51 44.00 8.142 112
8.25% to 8.49%....... 40 195,717,311 24.94 68.94 8.395 115
8.50% to 8.74%....... 34 115,858,396 14.77 83.70 8.589 116
8.75% to 8.99%....... 19 84,609,465 10.78 94.49 8.871 118
9.00% to 9.24%....... 8 36,052,703 4.59 99.08 9.084 130
9.25% to 9.49%....... 2 7,207,185 0.92 100.00 9.324 114
--- ------------ ------ ----- ---
Totals/Wtd. Avg...... 193 $784,678,678 100.00% 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
------------------------
RANGE OF MORTGAGE U/W CUT-OFF DATE
RATES NCF DSCR LTV RATIO
----------------- -------- -------------
<S> <C> <C>
0.00% to 6.99%....... 1.46x 53.28%
7.00% to 7.24%....... 1.54 54.09
7.25% to 7.49%....... 1.48 63.47
7.50% to 7.74%....... 1.40 66.96
7.75% to 7.99%....... 1.39 70.70
8.00% to 8.24%....... 1.32 72.59
8.25% to 8.49%....... 1.28 70.38
8.50% to 8.74%....... 1.29 73.94
8.75% to 8.99%....... 1.30 72.15
9.00% to 9.24%....... 1.30 67.07
9.25% to 9.49%....... 1.34 72.81
---- -----
Totals/Wtd. Avg...... 1.32x 70.86%
==== =====
</TABLE>
ORIGINAL TERM TO SCHEDULED MATURITY/ANTICIPATED REPAYMENT DATE
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
% OF CUMULATIVE % ---------------------
RANGE OF ORIGINAL TERMS NUMBER OF TOTAL INITIAL OF INITIAL MORTGAGE STATED
TO SCHEDULED MORTGAGE CUT-OFF DATE MORTGAGE POOL MORTGAGE INTEREST REMAINING
MATURITY/ARD (MOS.) LOANS PRINCIPAL BALANCE BALANCE POOL BALANCE RATE TERM (MO.)
----------------------- --------- ----------------- ------------- ------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
0 to 107............ 1 $ 2,514,420 0.32% 0.32% 8.700% 55
108 to 119............ 3 19,334,007 2.46 2.78 8.371 114
120 to 143............ 165 722,310,584 92.05 94.84 8.318 112
144 to 179............ 2 2,268,894 0.29 95.13 7.590 120
180 to 215............ 14 18,468,317 2.35 97.48 7.802 167
216 to 239............ 4 9,223,268 1.18 98.65 8.645 226
>=240................. 4 10,559,187 1.35 100.00 7.393 219
--- ------------ ------ ----- ---
Totals/Wtd. Avg....... 193 $784,678,678 100.00 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
------------------------
RANGE OF ORIGINAL TERMS U/W
TO SCHEDULED NCF CUT-OFF DATE
MATURITY/ARD (MOS.) DSCR LTV RATIO
----------------------- -------- -------------
<S> <C> <C>
0 to 107............ 1.25x 71.84%
108 to 119............ 1.29 76.83
120 to 143............ 1.32 71.26
144 to 179............ 1.39 62.66
180 to 215............ 1.49 50.40
216 to 239............ 1.11 78.73
>=240................. 1.66 63.38
---- -----
Totals/Wtd. Avg....... 1.32x 70.86%
==== =====
</TABLE>
MORTGAGE LOAN SEASONING
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
% OF CUMULATIVE % ---------------------
NUMBER OF TOTAL INITIAL OF INITIAL MORTGAGE STATED
MORTGAGE CUT-OFF DATE MORTGAGE POOL MORTGAGE INTEREST REMAINING
SEASONING (MOS.) LOANS PRINCIPAL BALANCE BALANCE POOL BALANCE RATE TERM (MO.)
---------------- --------- ----------------- ------------- ------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
0 to 5.............. 47 $258,515,598 32.95% 32.95% 8.590% 119
6 to 11............. 80 360,655,988 45.96 78.91 8.327 113
12 to 17............. 31 117,105,403 14.92 93.83 7.939 108
18 to 23............. 21 30,125,779 3.84 97.67 7.277 150
24 to 29............. 14 18,275,910 2.33 100.00 7.579 124
--- ------------ ------ ----- ---
Totals/Wtd. Avg...... 193 $784,678,678 100.00% 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
------------------------
U/W CUT-OFF DATE
SEASONING (MOS.) NCF DSCR LTV RATIO
---------------- -------- -------------
<S> <C> <C>
0 to 5.............. 1.27x 71.04%
6 to 11............. 1.33 72.07
12 to 17............. 1.34 72.03
18 to 23............. 1.49 59.32
24 to 29............. 1.56 55.95
----- -----
Totals/Wtd. Avg...... 1.32x 70.86%
===== =====
</TABLE>
Annex A-1-4
<PAGE> 199
REMAINING TERM TO SCHEDULED MATURITY/ANTICIPATED REPAYMENT DATE
<TABLE>
<CAPTION>
CUMULATIVE
% OF WEIGHTED AVERAGES
INITIAL --------------------------------------------
RANGE OF REMAINING NUMBER OF TOTAL % OF INITIAL MORTGAGE STATED U/W CUT-OFF DATE
TERMS TO SCHEDULED MORTGAGE CUT-OFF DATE MORTGAGE POOL MORTGAGE REMAINING NCF LOAN-TO-VALUE
MATURITY /ARD (MOS.) LOANS PRINCIPAL BALANCE POOL BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
-------------------- --------- ----------------- ------------ ---------- -------- ---------- ---- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 to 83........... 1 $ 2,514,420 0.32% 0.32% 8.700% 55 1.25x 71.84%
84 to 107........... 37 83,420,199 10.63 10.95 7.767 104 1.35 71.17
108 to 119........... 132 659,241,584 84.01 94.97 8.389 113 1.31 71.42
120 to 143........... 1 1,251,703 0.16 95.13 7.500 121 1.48 60.76
144 to 179........... 12 14,814,806 1.89 97.01 7.779 162 1.56 47.67
180 to 215........... 3 5,132,499 0.65 97.67 7.681 190 1.33 61.51
216 to 239........... 7 18,303,467 2.33 100.00 8.043 224 1.38 71.25
--- ------------ ------ ----- --- ---- -----
Totals/Wtd.
Avg............ 193 $784,678,678 100.00% 8.298% 116 1.32x 70.86%
=== ============ ====== ===== === ==== =====
</TABLE>
PREPAYMENT PREMIUM
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
% OF MAXIMUM --------------------------------------------
NUMBER OF TOTAL INITIAL CUT-OFF DATE STATED U/W CUT-OFF DATE
MORTGAGE CUT-OFF DATE MORTGAGE PRINCIPAL MORTGAGE REMAINING NCF LOAN-TO-VALUE
PREPAYMENT PREMIUM LOANS PRINCIPAL BALANCE POOL BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
------------------ --------- ----------------- ------------ ------------ -------- ---------- ---- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lockout/
Defeasance......... 133 $690,375,207 87.98% $31,483,555 8.339% 115 1.31x 72.15%
Lockout/> of YM or
1%................. 60 94,303,472 12.02 16,949,946 7.999 121 1.41 61.46
--- ------------ ------ ----- --- ---- -----
Totals/Wtd.
Avg............ 193 $784,678,678 100.00% 8.298% 116 1.32x 70.86%
=== ============ ====== ===== === ==== =====
</TABLE>
Annex A-1-5
<PAGE> 200
PREPAYMENT PREMIUM BY MORTGAGE RATE
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
% OF INITIAL ----------------------
NUMBER OF TOTAL MORTGAGE MORTGAGE STATED
MORTGAGE CUT-OFF DATE POOL INTEREST REMAINING
MORTGAGE RATE LOANS PRINCIPAL BALANCE BALANCE RATE TERM (MO.)
------------- --------- ----------------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C>
6.75% to 6.99%................................. 2 $ 2,000,470 0.25% 6.872% 99
7.00% to 7.24%................................. 7 9,560,250 1.22 7.121 145
7.25% to 7.49%................................. 14 24,771,877 3.16 7.348 148
7.50% to 7.74%................................. 16 40,815,378 5.20 7.600 113
7.75% to 7.99%................................. 20 91,468,668 11.66 7.825 110
8.00% to 8.24%................................. 31 176,616,975 22.51 8.142 112
8.25% to 8.49%................................. 40 195,717,311 24.94 8.395 115
8.50% to 8.74%................................. 34 115,858,396 14.77 8.589 116
8.75% to 8.99%................................. 19 84,609,465 10.78 8.871 118
9.00% to 9.24%................................. 8 36,052,703 4.59 9.084 130
9.25% to 9.49%................................. 2 7,207,185 0.92 9.324 114
--- ------------ ------ ----- ---
Totals/Wtd. Avg............................ 193 $784,678,678 100.00% 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
% OF INITIAL POOL BALANCE
----------------------------
LOCKOUT LOCKOUT THEN
THEN GREATER OF 1%
MORTGAGE RATE DEFEASANCE OR YLD. MAINT.
------------- ---------- --------------
<S> <C> <C>
6.75% to 6.99%................................. 0.00% 0.25%
7.00% to 7.24%................................. 0.00 1.22
7.25% to 7.49%................................. 1.64 1.51
7.50% to 7.74%................................. 3.21 1.99
7.75% to 7.99%................................. 10.70 0.96
8.00% to 8.24%................................. 21.18 1.33
8.25% to 8.49%................................. 23.67 1.27
8.50% to 8.74%................................. 13.90 0.86
8.75% to 8.99%................................. 8.41 2.37
9.00% to 9.24%................................. 4.34 0.25
9.25% to 9.49%................................. 0.92 0.00
----- -----
Totals/Wtd. Avg............................ 87.98% 12.02%
===== =====
</TABLE>
INITIAL LOAN POOL PREPAYMENT RESTRICTIONS COMPOSITION OVER TIME(1)
<TABLE>
<CAPTION>
MONTHS FOLLOWING CUT-OFF DATE
------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTION 0 12 24 36 48 60 72 84 96 108
---------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Remaining Pool Balance(2)...... 100.00% 99.10% 98.12% 97.06% 95.94% 94.38% 93.02% 91.55% 88.94% 72.78%
Locked(3)...................... 100.00 99.88 99.76 97.90 90.46 89.07 89.28 89.52 90.21 75.00
Yield Maintenance.............. 0.00 0.12 0.24 2.10 9.54 10.93 10.72 10.48 8.94 5.31
5% Premium..................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
4% Premium..................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
3% Premium..................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2% Premium..................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
1% Premium..................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Open........................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.86 19.69
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total...................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
---------------
(1) All numbers, unless otherwise noted, are as a percentage of the total
mortgage pool balance at the specified point in time.
(2) Remaining aggregate mortgage loan pool balance as a percentage of the
initial mortgage pool balance at the specified point in time.
(3) Locked includes loans in defeasance.
Annex A-1-6
<PAGE> 201
PROPERTY TYPES
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
NUMBER OF TOTAL INITIAL MAXIMUM -------------------------------------------
MORTGAGED CUT-OFF DATE MORTGAGE CUT-OFF DATE MORTGAGE STATED U/W CUT-OFF DATE
REAL PRINCIPAL POOL PRINCIPAL INTEREST REMAINING NCF LTV
PROPERTY TYPES PROPERTIES BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
-------------- ---------- ------------ -------- ------------ -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Office................... 46 $269,198,624 34.31% $29,159,803 8.344% 115 1.30x 68.81%
Anchored Retail.......... 11 112,813,598 14.38 31,483,555 8.361 112 1.28 75.52
Multifamily.............. 40 95,885,620 12.22 14,385,472 8.202 117 1.29 75.03
Unanchored Retail........ 39 85,889,380 10.95 6,319,280 8.187 113 1.36 68.40
Industrial............... 28 77,528,399 9.88 12,558,042 8.432 118 1.33 70.87
Industrial/Office........ 19 69,814,774 8.90 18,874,391 8.201 112 1.33 69.89
Mixed Use................ 9 25,669,635 3.27 11,426,513 8.257 110 1.64 64.73
Mobile Home Park......... 5 18,603,586 2.37 6,815,006 8.297 110 1.36 74.65
Limited Service Hotel.... 5 12,973,506 1.65 5,795,196 7.475 169 1.60 69.55
CTL...................... 3 7,744,281 0.99 3,155,510 8.931 231 1.01 81.99
Self Storage............. 4 6,636,104 0.85 2,596,919 8.439 108 1.41 61.09
Assisted Living.......... 1 1,921,171 0.24 1,921,171 9.140 112 1.85 65.79
--- ------------ ------ ----- --- ---- -----
Totals/Wtd. Avg...... 210 $784,678,678 100.00% 8.298% 116 1.32x 70.86%
=== ============ ====== ===== === ==== =====
</TABLE>
ENCUMBERED INTEREST
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
NUMBER OF INITIAL -------------------------------------------
MORTGAGED TOTAL MORTGAGE MAXIMUM MORTGAGE STATED U/W CUT-OFF DATE
REAL CUT-OFF DATE POOL CUT-OFF DATE INTEREST REMAINING NCF LTV
ENCUMBERED INTEREST PROPERTIES PRINCIPAL BALANCE BALANCE PRINCIPAL BALANCE RATE TERM (MO.) DSCR RATIO
------------------- ---------- ----------------- -------- ----------------- -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fee Simple........... 205 $769,098,036 98.01% $31,483,555 8.306% 115 1.32x 70.96%
Leasehold............ 5 15,580,642 1.99 5,795,196 7.896 178 1.54 66.08
--- ------------ ------ ----- --- ---- -----
Totals/Wtd.
Avg............ 210 $784,678,678 100.00% 8.298% 116 1.32x 70.86%
=== ============ ====== ===== === ==== =====
</TABLE>
Annex A-1-7
<PAGE> 202
UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIO
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
INITIAL CUMULATIVE % -------------------------------------------
NUMBER OF TOTAL MORTGAGE OF INITIAL MORTGAGE STATED U/W
RANGE OF MORTGAGE CUT-OFF DATE POOL MORTGAGE INTEREST REMAINING NCF CUT-OFF DATE
U/W NCF DSCR (X) LOANS PRINCIPAL BALANCE BALANCE POOL BALANCE RATE TERM (MO.) DSCR LTV RATIO
---------------- --------- ----------------- -------- ------------ -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.00 to 1.09......... 3(1) $ 7,744,281 0.99% 0.99% 8.931% 231 1.01x 81.99%
1.10 to 1.19......... 5 6,376,657 0.81 1.80 7.763 165 1.18 60.07
1.20 to 1.24......... 35 163,292,997 20.81 22.61 8.359 115 1.23 74.52
1.25 to 1.29......... 54 275,461,458 35.11 57.71 8.344 113 1.27 72.86
1.30 to 1.39......... 43 199,658,241 25.44 83.16 8.345 112 1.33 69.22
1.40 to 1.49......... 26 78,779,272 10.04 93.20 8.141 112 1.44 69.52
1.50 to 1.59......... 10 23,122,028 2.95 96.15 8.085 105 1.55 63.04
1.60 to 1.69......... 7 13,686,447 1.74 97.89 7.442 184 1.65 62.85
1.70 to 1.79......... 5 7,670,596 0.98 98.87 8.098 131 1.73 51.18
1.80 to 3.59......... 5 8,886,702 1.13 100.00 7.954 140 2.59 38.37
--- ------------ ------ ----- --- ---- -----
Totals/Wtd.
Avg............ 193 $784,678,678 100.00% 8.298% 116 1.32x 70.86%
=== ============ ====== ===== === ==== =====
</TABLE>
---------------
(1) These mortgage loans are CTL Loans.
CUT-OFF DATE LOAN-TO-VALUE RATIO
<TABLE>
<CAPTION>
CUMULATIVE
% OF % OF WEIGHTED AVERAGES
TOTAL INITIAL INITIAL -------------------------------------------
NUMBER OF CUT-OFF DATE MORTGAGE MORTGAGE MORTGAGE STATED U/W CUT-OFF DATE
RANGE OF CUT-OFF DATE MORTGAGE PRINCIPAL POOL POOL INTEREST REMAINING NCF LTV
LOAN-TO-VALUE RATIO LOANS BALANCE BALANCE BALANCE RATE TERM(MO.) DSCR RATIO
--------------------- --------- ------------ -------- ---------- -------- --------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0.00% to 49.99%............ 14 $ 19,260,477 2.45% 2.45% 7.659% 143 1.97x 39.31%
50.00% to 54.99%........... 12 17,352,639 2.21 4.67 7.860 112 1.49 52.93
55.00% to 59.99%........... 13 50,250,627 6.40 11.07 8.338 117 1.36 57.92
60.00% to 64.99%........... 15 66,654,701 8.49 19.56 8.439 119 1.31 62.90
65.00% to 69.99%........... 32 100,113,825 12.76 32.32 8.326 120 1.37 68.12
70.00% to 74.99%........... 63 307,699,404 39.21 71.54 8.249 112 1.30 73.24
75.00% to 79.99%........... 39 195,165,704 24.87 96.41 8.408 116 1.27 77.50
80.00% to 84.99%........... 4 25,025,792 3.19 99.60 8.167 119 1.22 83.00
85.00% to 89.99%........... 1 3,155,510 0.40 100.00 9.070 233 1.01 85.28
--- ------------ ------ ----- --- ---- -----
Totals/Wtd. Avg..... 193 $784,678,678 100.00% 8.298% 116 1.32x 70.86%
=== ============ ====== ===== === ==== =====
</TABLE>
Annex A-1-8
<PAGE> 203
SCHEDULED MATURITY DATE/ARD LOAN-TO-VALUE RATIO
<TABLE>
<CAPTION>
CUMULATIVE
% OF % OF WEIGHTED AVERAGES
TOTAL INITIAL INITIAL --------------------------------------------
RANGE OF SCHEDULED NUMBER OF CUT-OFF DATE MORTGAGE MORTGAGE MORTGAGE STATED U/W CUT-OFF DATE
MATURITY DATE/ARD MORTGAGE PRINCIPAL POOL POOL INTEREST REMAINING NCF LTV
LOAN-TO-VALUE RATIO LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
------------------- --------- ------------ -------- ---------- -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0.00% to 4.99%............ 21 $ 30,270,810 3.86% 3.86% 7.995% 185 1.40x 57.33%
5.00% to 24.99%........... 3 9,251,261 1.18 5.04 7.343 201 1.63 63.81
25.00% to 49.99%.......... 23 38,487,883 4.90 9.94 7.943 111 1.63 54.46
50.00% to 54.99%.......... 15 56,785,892 7.24 17.18 8.390 114 1.32 59.68
55.00% to 59.99%.......... 19 66,466,682 8.47 25.65 8.413 113 1.32 65.01
60.00% to 64.99%.......... 30 128,075,232 16.32 41.97 8.332 111 1.33 69.94
65.00% to 69.99%.......... 59 349,251,794 44.51 86.48 8.305 112 1.29 74.50
70.00% to 74.99%.......... 21 84,237,901 10.74 97.22 8.482 114 1.28 79.31
75.00% to 79.99%.......... 2 21,851,224 2.78 100.00 8.127 108 1.25 83.08
--- ------------ ------ ----- --- ---- -----
Totals/Wtd. Avg.... 193 $784,678,678 100.00% 8.298% 116 1.32x 70.86%
=== ============ ====== ===== === ==== =====
</TABLE>
Annex A-1-9
<PAGE> 204
STATES
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
NUMBER OF TOTAL CUT-OFF --------------------
MORTGAGED DATE % OF INITIAL CUMULATIVE % MORTGAGE STATED
REAL PRINCIPAL MORTGAGE OF INITIAL MORTGAGE INTEREST REMAINING
STATES PROPERTIES BALANCE POOL BALANCE POOL BALANCE RATE TERM(MO.)
------ ---------- ------------- ------------ ------------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
California........... 39 $126,208,773 16.08% 16.08% 8.211% 114
New York............. 22 81,336,540 10.37 26.45 8.363 117
Ohio................. 8 53,484,178 6.82 33.27 8.251 128
Florida.............. 15 53,282,130 6.79 40.06 8.252 111
Washington........... 9 42,471,715 5.41 45.47 7.753 114
Massachusetts........ 14 40,966,930 5.22 50.69 8.559 121
Texas................ 14 39,211,564 5.00 55.69 8.299 114
Arizona.............. 5 33,058,725 4.21 59.90 8.421 111
Louisiana............ 2 31,793,371 4.05 63.95 8.472 117
Georgia.............. 5 30,059,092 3.83 67.78 8.268 115
Virginia............. 6 23,363,612 2.98 70.76 8.494 115
Pennsylvania......... 6 22,185,703 2.83 73.59 8.812 114
Puerto Rico.......... 1 19,063,254 2.43 76.02 8.170 107
Michigan............. 6 18,673,255 2.38 78.40 8.301 111
Maryland............. 3 17,516,787 2.23 80.63 8.796 118
Oklahoma............. 4 14,945,170 1.90 82.53 8.178 111
Wisconsin............ 1 14,886,077 1.90 84.43 7.670 108
Delaware............. 2 14,341,859 1.83 86.26 8.281 113
New Hampshire........ 3 11,665,984 1.49 87.74 8.670 119
New Jersey........... 5 10,838,111 1.38 89.13 8.376 115
Indiana.............. 1 9,700,591 1.24 90.36 8.170 111
Tennessee............ 3 9,553,854 1.22 91.58 8.462 141
Kentucky............. 4 9,116,313 1.16 92.74 7.908 103
Illinois............. 2 7,711,518 0.98 93.72 8.829 118
Minnesota............ 2 6,989,431 0.89 94.62 8.232 129
Virgin Islands....... 1 6,061,116 0.77 95.39 9.310 114
Nevada............... 4 5,665,810 0.72 96.11 8.462 118
Oregon............... 3 4,332,096 0.55 96.66 7.467 117
Iowa................. 4 3,633,037 0.46 97.12 8.980 113
Connecticut.......... 2 3,195,664 0.41 97.53 8.500 117
Colorado............. 3 3,095,198 0.39 97.93 7.718 136
Alabama.............. 1 2,617,493 0.33 98.26 7.490 107
South Carolina....... 1 2,494,096 0.32 98.58 8.490 115
New Mexico........... 2 2,096,710 0.27 98.85 8.138 196
Utah................. 2 2,057,055 0.26 99.11 7.896 106
North Dakota......... 1 1,776,439 0.23 99.33 8.050 196
Missouri............. 1 1,527,284 0.19 99.53 7.100 99
Arkansas............. 1 1,478,987 0.19 99.72 7.150 197
Idaho................ 1 1,244,639 0.16 99.88 8.250 112
South Dakota......... 1 978,515 0.12 100.00 8.050 108
--- ------------ ------ ----- ---
Totals/Wtd.
Avg............ 210 $784,678,678 100.00% 8.298% 116
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
----------------------
CUT-OFF DATE
U/W NCF LTV
STATES DSCR RATIO
------ ------- ------------
<S> <C> <C>
California........... 1.31x 68.35%
New York............. 1.37 69.59
Ohio................. 1.35 72.98
Florida.............. 1.33 75.36
Washington........... 1.34 69.34
Massachusetts........ 1.27 74.21
Texas................ 1.32 71.41
Arizona.............. 1.26 70.93
Louisiana............ 1.32 58.55
Georgia.............. 1.36 72.97
Virginia............. 1.27 70.55
Pennsylvania......... 1.36 71.60
Puerto Rico.......... 1.25 82.88
Michigan............. 1.39 66.30
Maryland............. 1.25 74.71
Oklahoma............. 1.31 70.58
Wisconsin............ 1.31 74.43
Delaware............. 1.25 72.10
New Hampshire........ 1.26 75.26
New Jersey........... 1.28 72.14
Indiana.............. 1.41 75.20
Tennessee............ 1.25 76.45
Kentucky............. 1.39 75.38
Illinois............. 1.27 69.11
Minnesota............ 1.27 71.62
Virgin Islands....... 1.34 73.03
Nevada............... 1.42 59.94
Oregon............... 1.33 63.81
Iowa................. 1.57 72.05
Connecticut.......... 1.42 78.91
Colorado............. 1.89 44.04
Alabama.............. 1.27 78.13
South Carolina....... 1.33 69.28
New Mexico........... 1.18 61.60
Utah................. 1.50 61.11
North Dakota......... 1.20 63.44
Missouri............. 1.29 71.04
Arkansas............. 1.66 61.62
Idaho................ 1.26 71.12
South Dakota......... 1.29 73.85
---- -----
Totals/Wtd.
Avg............ 1.32x 70.86%
==== =====
</TABLE>
Annex A-1-10
<PAGE> 205
(This page intentionally left blank)
Annex A-1-11
<PAGE> 206
GENERAL PROPERTY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN LOAN
NUMBER NUMBER SELLER LOAN/PROPERTY NAME PROPERTY ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza 9604-10220 North Newport Highway
2 10651 PW 1615 Poydras Street 1615 Poydras Street
3 3727 ORIX Medical Mutual of Ohio Office Building - Toledo 3737 Sylvania Avenue
4 3729 ORIX Medical Mutual of Ohio Office Building - Beachwood 23700 Commerce Park Road
5 10388 PW Diplomat Centre 820 Second Avenue
6 6603071 SBRC Western Plaza II Shopping Center State Road No. 2, Kilometer 149.5
7 6602507 SBRC Metatec Building 7001 Metatec Boulevard
8 6605032 SBRC Red Lion Shopping Center 9898 Roosevelt Boulevard
9 11128 PW Diamond Point Plaza 8250 Eastern Avenue
10 11539 PW Mount Vernon Medical Office Building 755 Mount Vernon Highway
11 3452 ORIX 250 Plaza Office Building 250 East Wisconsin Avenue
12 10124 PW 110 Greenwich Street 110 Greenwich Street
13 10959 PW San Fernando Professional Buildings Portfolio
13A 10959A 11155-11165 Sepulveda Boulevard 11155-11165 Sepulveda Boulevard
13B 10959B 11211 Sepulveda Boulevard 11211 Sepulveda Boulevard
13C 10959C 17909 Soledad Canyon Road 17909 Soledad Canyon Road
14 9913 PW 3200 Regatta Boulevard 3200 Regatta Boulevard
15 010-00000572 AMCC Senter Road Industrial Property 1875 and 1879 Senter Road
16 010-00000574 AMCC Scottsdale Gateway II 8901 East Mountain View Road
17 11233A PW Kmart Plaza 200 South Main Street
18 11233B PW Miracle Mile Shopping Center 422 Miracle Mile
19 11233C PW North Country Plaza 267 Plainfield Road
20 6603488 SBRC Fountain Oaks 3603-3697 West Waters Avenue
21 6603311 SBRC Park Central Office Development 6551-6601 Park Of Commerce Boulevard
22 6604217 SBRC McCormick Place Office Park 8125 North Hayden Road
23 6604332 SBRC One Michigan Avenue 120 North Washington Square
24 3583 ORIX Distribution Services Limited US Highway 41 and 100 County Road West
25 6603150 SBRC St. Joseph Professional Building 2000 Crawford Street
26 6603774 SBRC Penns Plaza 2 Penns Way
27 6603051 SBRC Airport Plaza Office Center - Phase 1 1754 Technology Drive
28 7217 PW 375 Ballardvale Street 375 Ballardvale Street
29 6602253 SBRC Hampton Inn - Columbus 4280 International Gateway
30 7000000 SBRC Comfort Suites Hotel 4270 Sawyer Road
31 6604495 SBRC Raintree Corporate Center - Phase I 15300 North 90th Street
32 6604157 SBRC For Eyes Optical Portfolio
32A 6604157A For Eyes Optical - Hialeah 285 West 74th Place
32B 6604157B For Eyes Optical - Hialeah 2 7535 West 4th Avenue
32C 6604157C For Eyes Optical - Philadelphia 2 1630 Walnut Street
32D 6604157D For Eyes Optical - Lauderhill 5251 North University Drive
32E 6604157E For Eyes Optical - Casselberry 3405 US Highway 17-92 South
32F 6604157F For Eyes Optical - Coral Gables 3542-3544 Coral Way
32G 6604157G For Eyes Optical - Richmond 8107-8111 Midlothian Turnpike
32H 6604157H For Eyes Optical - Rosemont 1213 Lancaster Avenue
32I 6604157I For Eyes Optical - Philadelphia 2144 South Broad Street
33 8902 PW Gateway Mobile Home Park 10100 Gandy Blvd. North
34 9529 PW Lake Cook Office 4201 Lake Cook Road
35 10216 PW Pine Terrace Apartments 838 Pine Avenue
36 6603019 SBRC 2265 Ralph Avenue 2265 Ralph Avenue
37 8997 PW Shoppers Food Warehouse 1320 Carl D. Silver Parkway
38 010-00000479 AMCC Computer Science Corp Building 200 Commerce Drive
39 010-00000558 AMCC Sprint Customer Care Center 8525 Silver Crossing
40 3808 ORIX SugarOak Office Retreat 423 - 491 Carlisle Drive
41 3589 ORIX Dronningens Gade Portfolio 7A, 36A-2, 37A, & 38A Dronningens
Gade, Queen's Quarter
42 9865 PW 400 Blair Road 400 Blair Road
43 7222 PW 14 Jewel Drive 14 Jewel Drive
44 6603305 SBRC Brookwood Square Shopping Center 2140 Peachtree Road
45 7223 PW 87 Concord & 7 Lopez Portfolio
45A 7223A 87 Concord Road 87 Concord Road
45B 7223B 7 Lopez Road 7 Lopez Road
<CAPTION>
MORTGAGE
CONTROL LOAN LOAN ZIP
NUMBER NUMBER SELLER LOAN/PROPERTY NAME CITY STATE CODE COUNTY
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza Spokane WA 99218 Spokane
2 10651 PW 1615 Poydras Street New Orleans LA 70112 Orleans
3 3727 ORIX Medical Mutual of Ohio
Office Building - Toledo Toledo OH 43623 Lucas
4 3729 ORIX Medical Mutual of Ohio Office
Building - Beachwood Beachwood OH 44122 Cuyahoga
5 10388 PW Diplomat Centre New York NY 10017 New York
6 6603071 SBRC Western Plaza II Shopping Center Mayaguez PR 00680 Mayaguez
7 6602507 SBRC Metatec Building Dublin OH 43017 Franklin
8 6605032 SBRC Red Lion Shopping Center Philadelphia PA 19115 Philadelphia
9 11128 PW Diamond Point Plaza Baltimore MD 21224 Baltimore
10 11539 PW Mount Vernon Medical Office Building Atlanta GA 30328 Fulton
11 3452 ORIX 250 Plaza Office Building Milwaukee WI 53202 Milwaukee
12 10124 PW 110 Greenwich Street New York NY 10006 New York
13 10959 PW San Fernando Professional
Buildings Portfolio
13A 10959A 11155-11165 Sepulveda Boulevard Mission Hills CA 91345 Los Angeles
13B 10959B 11211 Sepulveda Boulevard Mission Hills CA 91345 Los Angeles
13C 10959C 17909 Soledad Canyon Road Santa Clarita CA 91351 Los Angeles
14 9913 PW 3200 Regatta Boulevard Richmond CA 94804 Contra Costa
15 010-00000572 AMCC Senter Road Industrial Property San Jose CA 95112 Santa Clara
16 010-00000574 AMCC Scottsdale Gateway II Scottsdale AZ 85258 Maricopa
17 11233A PW Kmart Plaza West Lebanon NH 03784 Grafton
18 11233B PW Miracle Mile Shopping Center Lebanon NH 03766 Grafton
19 11233C PW North Country Plaza West Lebanon NH 03784 Grafton
20 6603488 SBRC Fountain Oaks Tampa FL 33614 Hillsborough
21 6603311 SBRC Park Central Office Development Boca Raton FL 33487 Palm Beach
22 6604217 SBRC McCormick Place Office Park Scottsdale AZ 85258 Maricopa
23 6604332 SBRC One Michigan Avenue Lansing MI 48933 Ingham
24 3583 ORIX Distribution Services Limited Princeton IN 47670 Gibson
25 6603150 SBRC St. Joseph Professional Building Houston TX 77002 Harris
26 6603774 SBRC Penns Plaza New Castle
Hundred DE 19720 New Castle
27 6603051 SBRC Airport Plaza Office Center - Phase 1 San Jose CA 95110 Santa Clara
28 7217 PW 375 Ballardvale Street Wilmington MA 01887 Middlesex
29 6602253 SBRC Hampton Inn - Columbus Columbus OH 43219 Franklin
30 7000000 SBRC Comfort Suites Hotel Columbus OH 43219 Franklin
31 6604495 SBRC Raintree Corporate Center - Phase I Scottsdale AZ 85260 Maricopa
32 6604157 SBRC For Eyes Optical Portfolio
32A 6604157A For Eyes Optical - Hialeah Hialeah FL 33014 Dade
32B 6604157B For Eyes Optical - Hialeah 2 Hialeah FL 33014 Dade
32C 6604157C For Eyes Optical - Philadelphia 2 Philadelphia PA 19103 Philadelphia
32D 6604157D For Eyes Optical - Lauderhill Lauderhill FL 33351 Broward
32E 6604157E For Eyes Optical - Casselberry Casselberry FL 32707 Seminole
32F 6604157F For Eyes Optical - Coral Gables Miami FL 33145 Dade
32G 6604157G For Eyes Optical - Richmond Richmond VA 23235 Chesterfield
32H 6604157H For Eyes Optical - Rosemont Rosemont PA 19010 Montgomery
32I 6604157I For Eyes Optical - Philadelphia Philadelphia PA 19145 Philadelphia
33 8902 PW Gateway Mobile Home Park St. Petersburg FL 33716 Pinellas
34 9529 PW Lake Cook Office Northbrook IL 60062 Cook
35 10216 PW Pine Terrace Apartments Long Beach CA 90813 Los Angeles
36 6603019 SBRC 2265 Ralph Avenue Brooklyn NY 11234 Kings
37 8997 PW Shoppers Food Warehouse Fredericksburg VA 22401 Spotsylvania
38 010-00000479 AMCC Computer Science Corp Building Newark DE 19713 New Castle
39 010-00000558 AMCC Sprint Customer Care Center Oklahoma City OK 73162 Oklahoma
40 3808 ORIX SugarOak Office Retreat Herndon VA 20170 Fairfax
41 3589 ORIX Dronningens Gade Portfolio Charlotte Amalie,
St. Thomas VI 00803 NAP
42 9865 PW 400 Blair Road Carteret NJ 07008 Middlesex
43 7222 PW 14 Jewel Drive Wilmington MA 01887 Middlesex
44 6603305 SBRC Brookwood Square Shopping Center Atlanta GA 30309 Fulton
45 7223 PW 87 Concord & 7 Lopez Portfolio
45A 7223A 87 Concord Road North Reading MA 01864 Middlesex
45B 7223B 7 Lopez Road Wilmington MA 01887 Middlesex
<CAPTION>
MORTGAGE
CONTROL LOAN LOAN
NUMBER NUMBER SELLER LOAN/PROPERTY NAME PROPERTY TYPE PROPERTY SIZE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza Anchored Retail 356,363
2 10651 PW 1615 Poydras Street Office 501,741
3 3727 ORIX Medical Mutual of Ohio
Office Building - Toledo Office 160,000
4 3729 ORIX Medical Mutual of Ohio Office
Building - Beachwood Office 51,000
5 10388 PW Diplomat Centre Office 119,760
6 6603071 SBRC Western Plaza II Shopping Center Anchored Retail 45,880
7 6602507 SBRC Metatec Building Industrial/Office 344,354
8 6605032 SBRC Red Lion Shopping Center Anchored Retail 217,674
9 11128 PW Diamond Point Plaza Anchored Retail 251,365
10 11539 PW Mount Vernon Medical
Office Building Office 85,121
11 3452 ORIX 250 Plaza Office Building Office 201,408
12 10124 PW 110 Greenwich Street Multifamily 59
13 10959 PW San Fernando Professional
Buildings Portfolio 113,244
13A 10959A 11155-11165 Sepulveda Boulevard Office 33,438
13B 10959B 11211 Sepulveda Boulevard Office 59,230
13C 10959C 17909 Soledad Canyon Road Office 20,576
14 9913 PW 3200 Regatta Boulevard Industrial 408,821
15 010-00000572 AMCC Senter Road Industrial Property Industrial/Office 153,582
16 010-00000574 AMCC Scottsdale Gateway II Office 107,885
17 11233A PW Kmart Plaza Anchored Retail 179,104
18 11233B PW Miracle Mile Shopping Center Unanchored Retail 29,342
19 11233C PW North Country Plaza Anchored Retail 20,860
20 6603488 SBRC Fountain Oaks Mixed Use
(Office/
Unanchored Retail) 206,190
21 6603311 SBRC Park Central Office Development Office 131,680
22 6604217 SBRC McCormick Place Office Park Office 74,947
23 6604332 SBRC One Michigan Avenue Office 149,139
24 3583 ORIX Distribution Services Limited Industrial 368,430
25 6603150 SBRC St. Joseph Professional Building Office 136,796
26 6603774 SBRC Penns Plaza Office 93,300
27 6603051 SBRC Airport Plaza Office Center - Phase 1 Office 55,530
28 7217 PW 375 Ballardvale Street Industrial 168,141
29 6602253 SBRC Hampton Inn - Columbus Limited Service Hotel 129
30 7000000 SBRC Comfort Suites Hotel Limited Service Hotel 67
31 6604495 SBRC Raintree Corporate Center - Phase I Office 63,973
32 6604157 SBRC For Eyes Optical Portfolio 106,885
32A 6604157A For Eyes Optical - Hialeah Industrial 44,000
32B 6604157B For Eyes Optical - Hialeah 2 Mixed Use (Industrial/
Unanchored Retail) 31,400
32C 6604157C For Eyes Optical - Philadelphia 2 Unanchored Retail 6,450
32D 6604157D For Eyes Optical - Lauderhill Unanchored Retail 6,590
32E 6604157E For Eyes Optical - Casselberry Unanchored Retail 4,635
32F 6604157F For Eyes Optical - Coral Gables Unanchored Retail 3,600
32G 6604157G For Eyes Optical - Richmond Unanchored Retail 5,060
32H 6604157H For Eyes Optical - Rosemont Mixed Use (Unanchored
Retail/Office) 3,600
32I 6604157I For Eyes Optical - Philadelphia Mixed Use (Unanchored Retail/
Multifamily) 1,550
33 8902 PW Gateway Mobile Home Park Mobile Home Park 337
34 9529 PW Lake Cook Office Office 66,000
35 10216 PW Pine Terrace Apartments Multifamily 83
36 6603019 SBRC 2265 Ralph Avenue Unanchored Retail 45,385
37 8997 PW Shoppers Food Warehouse Anchored Retail 75,000
38 010-00000479 AMCC Computer Science Corp Building Office 68,034
39 010-00000558 AMCC Sprint Customer Care Center Office 89,132
40 3808 ORIX SugarOak Office Retreat Office 80,935
41 3589 ORIX Dronningens Gade Portfolio Unanchored Retail 17,598
42 9865 PW 400 Blair Road Industrial 181,000
43 7222 PW 14 Jewel Drive Industrial 118,750
44 6603305 SBRC Brookwood Square Shopping Center Unanchored Retail 68,941
45 7223 PW 87 Concord & 7 Lopez Portfolio 128,351
45A 7223A 87 Concord Road Industrial/Office 60,200
45B 7223B 7 Lopez Road Industrial/Office 68,151
<CAPTION>
PROPERTY
MORTGAGE SIZE
CONTROL LOAN LOAN UNIT YEAR
NUMBER NUMBER SELLER LOAN/PROPERTY NAME TYPE YEAR BUILT RENOVATED
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza SF 1993 NAP
2 10651 PW 1615 Poydras Street SF 1984 1995
3 3727 ORIX Medical Mutual of Ohio
Office Building - Toledo SF 1969 1999
4 3729 ORIX Medical Mutual of Ohio
Office Building - Beachwood SF 1979 1998
5 10388 PW Diplomat Centre SF 1960 1989
6 6603071 SBRC Western Plaza II Shopping Center SF 1998 NAP
7 6602507 SBRC Metatec Building SF 1986 1996
8 6605032 SBRC Red Lion Shopping Center SF 1962 1999
9 11128 PW Diamond Point Plaza SF 1987 NAP
10 11539 PW Mount Vernon Medical Office Building SF 1992 NAP
11 3452 ORIX 250 Plaza Office Building SF 1973 1991
12 10124 PW 110 Greenwich Street Units 1928 1999
13 10959 PW San Fernando Professional
Buildings Portfolio SF
13A 10959A 11155-11165 Sepulveda Boulevard SF 1968 1993
13B 10959B 11211 Sepulveda Boulevard SF 1963 1995
13C 10959C 17909 Soledad Canyon Road SF 1990 NAP
14 9913 PW 3200 Regatta Boulevard SF 1955 1996
15 010-00000572 AMCC Senter Road Industrial Property SF 1999 NAP
16 010-00000574 AMCC Scottsdale Gateway II SF 1999 NAP
17 11233A PW Kmart Plaza SF 1971 NAP
18 11233B PW Miracle Mile Shopping Center SF 1988 NAP
19 11233C PW North Country Plaza SF 1987 NAP
20 6603488 SBRC Fountain Oaks SF 1987 1999
21 6603311 SBRC Park Central Office Development SF 1999 NAP
22 6604217 SBRC McCormick Place Office Park SF 1999 NAP
23 6604332 SBRC One Michigan Avenue SF 1983 NAP
24 3583 ORIX Distribution Services Limited SF 1987 1991
25 6603150 SBRC St. Joseph Professional Building SF 1965 1992
26 6603774 SBRC Penns Plaza SF 1986 NAP
27 6603051 SBRC Airport Plaza Office Center - Phase 1 SF 1980 NAP
28 7217 PW 375 Ballardvale Street SF 1986 NAP
29 6602253 SBRC Hampton Inn - Columbus Rooms 1997 NAP
30 7000000 SBRC Comfort Suites Hotel Rooms 1997 NAP
31 6604495 SBRC Raintree Corporate Center - Phase I SF 1998 NAP
32 6604157 SBRC For Eyes Optical Portfolio SF
32A 6604157A For Eyes Optical - Hialeah SF 1970 NAP
32B 6604157B For Eyes Optical - Hialeah 2 SF 1967 1997
32C 6604157C For Eyes Optical - Philadelphia 2 SF 1950 1998
32D 6604157D For Eyes Optical - Lauderhill SF 1991 NAP
32E 6604157E For Eyes Optical - Casselberry SF 1990 NAP
32F 6604157F For Eyes Optical - Coral Gables SF 1926 1966
32G 6604157G For Eyes Optical - Richmond SF 1989 1990
32H 6604157H For Eyes Optical - Rosemont SF 1920 1997
32I 6604157I For Eyes Optical - Philadelphia SF 1900 1992
33 8902 PW Gateway Mobile Home Park Units 1960 1984
34 9529 PW Lake Cook Office SF 1985 1990
35 10216 PW Pine Terrace Apartments Units 1999 NAP
36 6603019 SBRC 2265 Ralph Avenue SF 1969 1987
37 8997 PW Shoppers Food Warehouse SF 1997 NAP
38 010-00000479 AMCC Computer Science Corp Building SF 1999 NAP
39 010-00000558 AMCC Sprint Customer Care Center SF 1999 NAP
40 3808 ORIX SugarOak Office Retreat SF 1980 1986
41 3589 ORIX Dronningens Gade Portfolio SF 1850 1995
42 9865 PW 400 Blair Road SF 1960 NAP
43 7222 PW 14 Jewel Drive SF 1985 NAP
44 6603305 SBRC Brookwood Square Shopping Center SF 1987 NAP
45 7223 PW 87 Concord & 7 Lopez Portfolio SF
45A 7223A 87 Concord Road SF 1981 NAP
45B 7223B 7 Lopez Road SF 1983 NAP
<CAPTION>
MORTGAGE
CONTROL LOAN LOAN OCCUPANCY OCCUPANCY
NUMBER NUMBER SELLER LOAN/PROPERTY NAME PERCENTAGE AS OF DATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza 95% 04/30/00
2 10651 PW 1615 Poydras Street 83% 04/05/00
3 3727 ORIX Medical Mutual of Ohio
Office Building - Toledo 100% 03/23/00
4 3729 ORIX Medical Mutual of Ohio
Office Building - Beachwood 100% 03/23/00
5 10388 PW Diplomat Centre 98% 03/01/00
6 6603071 SBRC Western Plaza II Shopping Center 98% 07/07/00
7 6602507 SBRC Metatec Building 100% 07/28/99
8 6605032 SBRC Red Lion Shopping Center 100% 07/26/00
9 11128 PW Diamond Point Plaza 98% 01/01/00
10 11539 PW Mount Vernon Medical Office Building 100% 05/31/00
11 3452 ORIX 250 Plaza Office Building 86% 04/14/00
12 10124 PW 110 Greenwich Street 100% 04/30/00
13 10959 PW San Fernando Professional
Buildings Portfolio
13A 10959A 11155-11165 Sepulveda Boulevard 100% 12/31/99
13B 10959B 11211 Sepulveda Boulevard 100% 12/31/99
13C 10959C 17909 Soledad Canyon Road 100% 12/31/99
14 9913 PW 3200 Regatta Boulevard 100% 12/27/99
15 010-00000572 AMCC Senter Road Industrial Property 100% 05/12/00
16 010-00000574 AMCC Scottsdale Gateway II 100% 04/01/00
17 11233A PW Kmart Plaza 100% 06/30/00
18 11233B PW Miracle Mile Shopping Center 96% 06/30/00
19 11233C PW North Country Plaza 94% 06/30/00
20 6603488 SBRC Fountain Oaks 93% 01/01/00
21 6603311 SBRC Park Central Office Development 100% 05/01/00
22 6604217 SBRC McCormick Place Office Park 100% 04/07/00
23 6604332 SBRC One Michigan Avenue 96% 02/29/00
24 3583 ORIX Distribution Services Limited 100% 03/31/00
25 6603150 SBRC St. Joseph Professional Building 96% 12/01/99
26 6603774 SBRC Penns Plaza 100% 05/05/00
27 6603051 SBRC Airport Plaza Office Center
- Phase 1 100% 05/11/00
28 7217 PW 375 Ballardvale Street 100% 08/09/99
29 6602253 SBRC Hampton Inn - Columbus 73% 12/31/99
30 7000000 SBRC Comfort Suites Hotel 81% 12/31/99
31 6604495 SBRC Raintree Corporate Center - Phase I 91% 03/31/00
32 6604157 SBRC For Eyes Optical Portfolio
32A 6604157A For Eyes Optical - Hialeah 100% 06/15/99
32B 6604157B For Eyes Optical - Hialeah 2 100% 06/15/99
32C 6604157C For Eyes Optical - Philadelphia 2 100% 11/02/99
32D 6604157D For Eyes Optical - Lauderhill 100% 09/12/99
32E 6604157E For Eyes Optical - Casselberry 100% 08/17/99
32F 6604157F For Eyes Optical - Coral Gables 100% 09/01/99
32G 6604157G For Eyes Optical - Richmond 100% 07/01/99
32H 6604157H For Eyes Optical - Rosemont 100% 11/02/99
32I 6604157I For Eyes Optical - Philadelphia 100% 11/02/99
33 8902 PW Gateway Mobile Home Park 94% 01/01/00
34 9529 PW Lake Cook Office 100% 05/01/00
35 10216 PW Pine Terrace Apartments 98% 03/01/00
36 6603019 SBRC 2265 Ralph Avenue 100% 05/07/99
37 8997 PW Shoppers Food Warehouse 100% 11/29/99
38 010-00000479 AMCC Computer Science Corp Building 100% 03/15/00
39 010-00000558 AMCC Sprint Customer Care Center 100% 02/29/00
40 3808 ORIX SugarOak Office Retreat 100% 05/03/00
41 3589 ORIX Dronningens Gade Portfolio 98% 03/31/00
42 9865 PW 400 Blair Road 100% 12/01/99
43 7222 PW 14 Jewel Drive 100% 08/09/99
44 6603305 SBRC Brookwood Square Shopping Center 88% 06/01/00
45 7223 PW 87 Concord & 7 Lopez Portfolio
45A 7223A 87 Concord Road 100% 08/09/99
45B 7223B 7 Lopez Road 100% 08/09/99
</TABLE>
<PAGE> 207
<TABLE>
<CAPTION>
GENERAL PROPERTY INFORMATION
MORTGAGE
CONTROL LOAN LOAN
NUMBER NUMBER SELLER LOAN/PROPERTY NAME PROPERTY ADDRESS
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories
& Minerals Corporation 1852 Rutan Drive
47 6604369 SBRC Sorrento Glen 11189 & 11199 Sorrento Valley Road
48 6603691 SBRC Melrose Plaza 7500-7516 Melrose Avenue
49 3288 ORIX Bayshore Executive Plaza 10800 Biscayne Boulevard
50 6603952 SBRC Gates Park Crossing Apartments 150 Peyton Place, S.W.
51 4459A PW Days Inn Fort Wright 1945 Dixie Highway
52 4459B PW Days Inn Frankfort 1051 US Highway 127 South
53 4459C PW Days Inn Shepherdsville 120 South Lakeview Drive
54 6603153 SBRC Fairgrounds Mobile Estates 2525 Flosden Road
55 3476 ORIX Lyrewood Pointe Apartments 7806 Lyrewood Lane
56 6604346 SBRC The Market at Summer Oaks 4500 Summer Avenue
57 6603590 SBRC Cambridge Village Apartments 12945 South Post Oak Road
58 3510 ORIX Park Square Court 400 Sibley Street
59 6603771 SBRC Princess Anne Marketplace 2052-2076 South Independence Boulevard
60 6603263 SBRC Pinon Trails Apartments 1501 Lomaland Drive
61 9430 PW Cayuga Village Mobile Home Park 9370 Niagara Falls Boulevard
62 6604264 SBRC 500 South Salina Street 500 South Salina Street
63 6603487 SBRC Kerman Shopping Center 15040 West Whitesbridge Avenue
64 7220 PW 155 West Street 155 West Street
65 010-00000562 AMCC Lexington Kmart 130 New Circle Road NW
66 010-00000560 AMCC Niagara Kmart 2590 Military Road
67 6603452 SBRC Beverly Westside 7122 Beverly Boulevard
68 6603174 SBRC Balboa Palms Apartments 8441 Balboa Boulevard
69 6603178 SBRC Tarzana Palms Apartments 5725 Reseda Boulevard
70 8686 PW 131 Spring Street 131-137 Spring Street
71 6603021 SBRC 1445 Hempstead Turnpike 1445 Hempstead Turnpike
72 10142 PW Jackson Professional 209-211 Gibson Street
73 6602817 SBRC Campbell Hill Apartments 308-330 Campbell Hill Road
74 7218 PW 377 Ballardvale & 315 New
Boston Portfolio
74A 7218A 377 Ballardvale Street 377 Ballardvale Street
74B 7218B 315 New Boston Street 315 New Boston Street
75 6603419 SBRC Lamar Crossing Shopping Center 3945-4045 Lamar Street
76 3710 ORIX Renner Plaza Office Building 251 Renner Parkway
77 10593 PW Plimpton and Hills Portfolio
77A 10593A 114-146 Kings Highway East 114-146 Kings Highway East
77B 10593B 1 Maxim Road 1 Maxim Road
78 9133 PW 4444 West Bristol Road 4444 West Bristol Road
79 6603491 SBRC Vacaville Town Center 741-791 East Monte Vista Avenue
80 9492 PW CVS - Dorchester 703 Gallivan Boulevard
81 10851 PW RPM Warehouse 11150 N.W. 32nd Avenue
82 9583 PW Deere Road Warehouse Buildings 6392-6402-6412 Deere Road
83 6603938 SBRC 411-423 East 114th Street 411-423 East 114th Street
84 10065 PW SunTrust Centre 1890 University Drive
85 010-00000439 AMCC Lynnwood Business Center 19231 36th Avenue West
86 010-00000440 AMCC Quad 95 14671-14799 NE 95th Street
87 6603175 SBRC Independence Court Apartments 7255 Independence Avenue
88 6603020 SBRC 5601 Merrick Road 5601 Merrick Road
89 6603887 SBRC Pinnacle Warehouse 2242 & 2272 Pinnacle Parkway
90 6603769 SBRC 300 Wildwood Avenue 300 Wildwood Avenue
91 10094 PW Congress Professional Center III 1620 S. Congress Avenue
92 10105 PW Keystone Building 3520 Fifth Avenue
93 10939 PW 4621 W. Napoleon 4621 W. Napoleon
94 10762 PW Balboa Pointe Apartments 6626 Hayvenhurst Avenue
95 6603246 SBRC Spartacus Apartments 4401 Spartacus Drive
96 6604046 SBRC Storage Depot I 276 Mt. Hermon Road
97 6603225 SBRC Village Place Shopping Center 7701-7739 West Bellfort Avenue
98 7585 PW Burke Village Center 9570 Burke Road
99 6602382 SBRC Tivoli Square Apartments 1820 Whitley Avenue
<CAPTION>
MORTGAGE
CONTROL LOAN LOAN ZIP
NUMBER NUMBER SELLER LOAN/PROPERTY NAME CITY STATE CODE COUNTY
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories
& Minerals Corporation Livermore CA 94550 Alameda
47 6604369 SBRC Sorrento Glen San Diego CA 92121 San Diego
48 6603691 SBRC Melrose Plaza Los Angeles CA 90046 Los Angeles
49 3288 ORIX Bayshore Executive Plaza Miami FL 33161 Dade
50 6603952 SBRC Gates Park Crossing Apartments Atlanta GA 30311 Fulton
51 4459A PW Days Inn Fort Wright Fort Wright KY 41011 Kenton
52 4459B PW Days Inn Frankfort Frankfort KY 40601 Franklin
53 4459C PW Days Inn Shepherdsville Shepherdsville KY 40165 Bullitt
54 6603153 SBRC Fairgrounds Mobile Estates American Canyon CA 94589 Napa
55 3476 ORIX Lyrewood Pointe Apartments Oklahoma City OK 73132 Oklahoma
56 6604346 SBRC The Market at Summer Oaks Memphis TN 38112 Shelby
57 6603590 SBRC Cambridge Village Apartments Houston TX 77045 Harris
58 3510 ORIX Park Square Court St. Paul MN 55101 Ramsey
59 6603771 SBRC Princess Anne Marketplace Virginia Beach VA 23456 Virginia
Beach City
60 6603263 SBRC Pinon Trails Apartments El Paso TX 79935 El Paso
61 9430 PW Cayuga Village Mobile Home Park Niagara Falls NY 14304 Niagara
62 6604264 SBRC 500 South Salina Street Syracuse NY 13202 Onondaga
63 6603487 SBRC Kerman Shopping Center Kerman CA 93630 Fresno
64 7220 PW 155 West Street Wilmington MA 01887 Middlesex
65 010-00000562 AMCC Lexington Kmart Lexington KY 40505 Fayette
66 010-00000560 AMCC Niagara Kmart Niagara NY 14304 Niagara
67 6603452 SBRC Beverly Westside Los Angeles CA 90036 Los Angeles
68 6603174 SBRC Balboa Palms Apartments Northridge CA 91325 Los Angeles
69 6603178 SBRC Tarzana Palms Apartments Los Angeles CA 91356 Los Angeles
70 8686 PW 131 Spring Street New York NY 10012 Manhattan
71 6603021 SBRC 1445 Hempstead Turnpike Elmont NY 11003 Nassau
72 10142 PW Jackson Professional Leesburg VA 20176 Loudoun
73 6602817 SBRC Campbell Hill Apartments Bowling Green OH 43402 Wood
74 7218 PW 377 Ballardvale & 315 New Boston
Portfolio
74A 7218A 377 Ballardvale Street Wilmington MA 01887 Middlesex
74B 7218B 315 New Boston Street Woburn MA 01801 Middlesex
75 6603419 SBRC Lamar Crossing Shopping Center Paris TX 75462 Lamar
76 3710 ORIX Renner Plaza Office Building Richardson TX 75080 Collin
77 10593 PW Plimpton and Hills Portfolio
77A 10593A 114-146 Kings Highway East Fairfield CT 06432 Fairfield
77B 10593B 1 Maxim Road Hartford CT 06146 Hartford
78 9133 PW 4444 West Bristol Road Flint MI 48507 Genesee
79 6603491 SBRC Vacaville Town Center Vacaville CA 95688 Solano
80 9492 PW CVS - Dorchester Dorchester MA 02122 Suffolk
81 10851 PW RPM Warehouse Miami FL 33167 Miami-Dade
82 9583 PW Deere Road Warehouse Buildings Syracuse NY 13206 Onodaga
83 6603938 SBRC 411-423 East 114th Street New York NY 10029 New York
84 10065 PW SunTrust Centre Coral Springs FL 33071 Broward
85 010-00000439 AMCC Lynnwood Business Center Lynnwood WA 98036 Snohomish
86 010-00000440 AMCC Quad 95 Redmond WA 98052 King
87 6603175 SBRC Independence Court Apartments Canoga Park CA 91303 Los Angeles
88 6603020 SBRC 5601 Merrick Road Massapequa NY 11758 Nassau
89 6603887 SBRC Pinnacle Warehouse Twinsburg OH 44087 Summit
90 6603769 SBRC 300 Wildwood Avenue Woburn MA 01810 Middlesex
91 10094 PW Congress Professional Center III Palm Springs FL 33437 Palm Beach
92 10105 PW Keystone Building Pittsburgh PA 15213 Allegheny
93 10939 PW 4621 W. Napoleon Metairie LA 70001 Jefferson
94 10762 PW Balboa Pointe Apartments Van Nuys CA 91406 Los Angeles
95 6603246 SBRC Spartacus Apartments Huntsville AL 35805 Madison
96 6604046 SBRC Storage Depot I Scotts Valley CA 95066 Santa Cruz
97 6603225 SBRC Village Place Shopping Center Houston TX 77071 Harris
98 7585 PW Burke Village Center Burke VA 22015 Fairfax
99 6602382 SBRC Tivoli Square Apartments Los Angeles CA 90028 Los Angeles
<CAPTION>
MORTGAGE
CONTROL LOAN LOAN
NUMBER NUMBER SELLER LOAN/PROPERTY NAME PROPERTY TYPE PROPERTY SIZE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories
& Minerals Corporation Industrial/Office 56,599
47 6604369 SBRC Sorrento Glen Industrial/Office 44,397
48 6603691 SBRC Melrose Plaza Unanchored Retail 15,978
49 3288 ORIX Bayshore Executive Plaza Office 94,727
50 6603952 SBRC Gates Park Crossing Apartments Multifamily 332
51 4459A PW Days Inn Fort Wright Limited Service Hotel 115
52 4459B PW Days Inn Frankfort Limited Service Hotel 122
53 4459C PW Days Inn Shepherdsville Limited Service Hotel 120
54 6603153 SBRC Fairgrounds Mobile Estates Mobile Home Park 233
55 3476 ORIX Lyrewood Pointe Apartments Multifamily 215
56 6604346 SBRC The Market at Summer Oaks Anchored Retail 87,347
57 6603590 SBRC Cambridge Village Apartments Multifamily 304
58 3510 ORIX Park Square Court Office 127,736
59 6603771 SBRC Princess Anne Marketplace Unanchored Retail 26,568
60 6603263 SBRC Pinon Trails Apartments Multifamily 282
61 9430 PW Cayuga Village Mobile Home Park Mobile Home Park 429
62 6604264 SBRC 500 South Salina Street Office 148,366
63 6603487 SBRC Kerman Shopping Center Anchored Retail 101,820
64 7220 PW 155 West Street Industrial/Office 72,424
65 010-00000562 AMCC Lexington Kmart Unanchored Retail 105,968
66 010-00000560 AMCC Niagara Kmart Unanchored Retail 105,512
67 6603452 SBRC Beverly Westside Mixed Use (Office/
Unanchored Retail) 24,779
68 6603174 SBRC Balboa Palms Apartments Multifamily 50
69 6603178 SBRC Tarzana Palms Apartments Multifamily 41
70 8686 PW 131 Spring Street Mixed Use (Office/
Multifamily/Retail) 40,000
71 6603021 SBRC 1445 Hempstead Turnpike Unanchored Retail 27,078
72 10142 PW Jackson Professional Office 37,564
73 6602817 SBRC Campbell Hill Apartments Multifamily 75
74 7218 PW 377 Ballardvale & 315
New Boston Portfolio 59,420
74A 7218A 377 Ballardvale Street Industrial 46,820
74B 7218B 315 New Boston Street Industrial 12,600
75 6603419 SBRC Lamar Crossing Shopping Center Unanchored Retail 50,060
76 3710 ORIX Renner Plaza Office Building Office 42,400
77 10593 PW Plimpton and Hills Portfolio 85,908
77A 10593A 114-146 Kings Highway East Industrial/Office 49,158
77B 10593B 1 Maxim Road Industrial/Office 36,750
78 9133 PW 4444 West Bristol Road Office 42,282
79 6603491 SBRC Vacaville Town Center Unanchored Retail 34,954
80 9492 PW CVS - Dorchester CTL 9,450
81 10851 PW RPM Warehouse Industrial 120,000
82 9583 PW Deere Road Warehouse Buildings Industrial 200,200
83 6603938 SBRC 411-423 East 114th Street Multifamily 81
84 10065 PW SunTrust Centre Office 28,297
85 010-00000439 AMCC Lynnwood Business Center Industrial/Office 20,641
86 010-00000440 AMCC Quad 95 Industrial/Office 38,978
87 6603175 SBRC Independence Court Apartments Multifamily 65
88 6603020 SBRC 5601 Merrick Road Unanchored Retail 22,020
89 6603887 SBRC Pinnacle Warehouse Industrial/Office 54,000
90 6603769 SBRC 300 Wildwood Avenue Industrial/Office 56,876
91 10094 PW Congress Professional Center III Office 18,135
92 10105 PW Keystone Building Office 32,348
93 10939 PW 4621 W. Napoleon Office 41,639
94 10762 PW Balboa Pointe Apartments Multifamily 71
95 6603246 SBRC Spartacus Apartments Multifamily 170
96 6604046 SBRC Storage Depot I Self Storage 50,520
97 6603225 SBRC Village Place Shopping Center Unanchored Retail 91,186
98 7585 PW Burke Village Center Unanchored Retail 28,650
99 6602382 SBRC Tivoli Square Apartments Multifamily 71
<CAPTION>
PROPERTY
MORTGAGE MORTGAGE SIZE
CONTROL LOAN LOAN UNIT YEAR
NUMBER NUMBER SELLER LOAN/PROPERTY NAME TYPE YEAR BUILT RENOVATED
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories
& Minerals Corporation SF 1990 NAP
47 6604369 SBRC Sorrento Glen SF 1982 NAP
48 6603691 SBRC Melrose Plaza SF 1998 NAP
49 3288 ORIX Bayshore Executive Plaza SF 1983 1995
50 6603952 SBRC Gates Park Crossing Apartments Units 1969 1997
51 4459A PW Days Inn Fort Wright Units 1979 NAP
52 4459B PW Days Inn Frankfort Units 1975 NAP
53 4459C PW Days Inn Shepherdsville Units 1978 NAP
54 6603153 SBRC Fairgrounds Mobile Estates Units 1966 NAP
55 3476 ORIX Lyrewood Pointe Apartments Units 1971 1999
56 6604346 SBRC The Market at Summer Oaks SF 1988 NAP
57 6603590 SBRC Cambridge Village Apartments Units 1972 1999
58 3510 ORIX Park Square Court SF 1886 1986
59 6603771 SBRC Princess Anne Marketplace SF 1998 NAP
60 6603263 SBRC Pinon Trails Apartments Units 1973 1999
61 9430 PW Cayuga Village Mobile Home Park Units 1950 NAP
62 6604264 SBRC 500 South Salina Street SF 1927 1994
63 6603487 SBRC Kerman Shopping Center SF 1978 NAP
64 7220 PW 155 West Street SF 1985 NAP
65 010-00000562 AMCC Lexington Kmart SF 1964 1998
66 010-00000560 AMCC Niagara Kmart SF 1967 1999
67 6603452 SBRC Beverly Westside SF 1997 NAP
68 6603174 SBRC Balboa Palms Apartments Units 1964 NAP
69 6603178 SBRC Tarzana Palms Apartments Units 1964 NAP
70 8686 PW 131 Spring Street SF 1891 1980
71 6603021 SBRC 1445 Hempstead Turnpike SF 1960 1989
72 10142 PW Jackson Professional SF 1973 1999
73 6602817 SBRC Campbell Hill Apartments Units 1989 1999
74 7218 PW 377 Ballardvale & 315 New
Boston Portfolio SF
74A 7218A 377 Ballardvale Street SF 1987 NAP
74B 7218B 315 New Boston Street SF 1988 NAP
75 6603419 SBRC Lamar Crossing Shopping Center SF 1999 NAP
76 3710 ORIX Renner Plaza Office Building SF 1983 NAP
77 10593 PW Plimpton and Hills Portfolio SF
77A 10593A 114-146 Kings Highway East SF 1925 1991
77B 10593B 1 Maxim Road SF 1970 NAP
78 9133 PW 4444 West Bristol Road SF 1983 1999
79 6603491 SBRC Vacaville Town Center SF 1987 1997
80 9492 PW CVS - Dorchester SF 1999 NAP
81 10851 PW RPM Warehouse SF 1970 1993
82 9583 PW Deere Road Warehouse Buildings SF 1956 1996
83 6603938 SBRC 411-423 East 114th Street Units 1911 1995
84 10065 PW SunTrust Centre SF 1988 NAP
85 010-00000439 AMCC Lynnwood Business Center SF 1987 NAP
86 010-00000440 AMCC Quad 95 SF 1986 NAP
87 6603175 SBRC Independence Court Apartments Units 1985 NAP
88 6603020 SBRC 5601 Merrick Road SF 1971 1990
89 6603887 SBRC Pinnacle Warehouse SF 1999 NAP
90 6603769 SBRC 300 Wildwood Avenue SF 1983 NAP
91 10094 PW Congress Professional Center III SF 1997 NAP
92 10105 PW Keystone Building SF 1968 1993
93 10939 PW 4621 W. Napoleon SF 1984 NAP
94 10762 PW Balboa Pointe Apartments Units 1979 NAP
95 6603246 SBRC Spartacus Apartments Units 1986 NAP
96 6604046 SBRC Storage Depot I SF 1985 NAP
97 6603225 SBRC Village Place Shopping Center SF 1982 NAP
98 7585 PW Burke Village Center SF 1981 NAP
99 6602382 SBRC Tivoli Square Apartments Units 1988 NAP
<CAPTION>
MORTGAGE
CONTROL LOAN LOAN OCCUPANCY OCCUPANCY
NUMBER NUMBER SELLER LOAN/PROPERTY NAME PERCENTAGE AS OF DATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories
& Minerals Corporation 100% 02/29/00
47 6604369 SBRC Sorrento Glen 88% 01/04/00
48 6603691 SBRC Melrose Plaza 100% 03/01/00
49 3288 ORIX Bayshore Executive Plaza 93% 04/04/00
50 6603952 SBRC Gates Park Crossing Apartments 95% 12/31/99
51 4459A PW Days Inn Fort Wright 48% 12/31/99
52 4459B PW Days Inn Frankfort 47% 12/31/99
53 4459C PW Days Inn Shepherdsville 35% 12/31/99
54 6603153 SBRC Fairgrounds Mobile Estates 98% 03/31/00
55 3476 ORIX Lyrewood Pointe Apartments 94% 05/18/00
56 6604346 SBRC The Market at Summer Oaks 97% 11/12/99
57 6603590 SBRC Cambridge Village Apartments 93% 05/11/00
58 3510 ORIX Park Square Court 95% 04/06/00
59 6603771 SBRC Princess Anne Marketplace 100% 05/31/00
60 6603263 SBRC Pinon Trails Apartments 89% 12/27/99
61 9430 PW Cayuga Village Mobile Home Park 92% 02/29/00
62 6604264 SBRC 500 South Salina Street 93% 02/09/00
63 6603487 SBRC Kerman Shopping Center 100% 06/27/00
64 7220 PW 155 West Street 98% 08/09/99
65 010-00000562 AMCC Lexington Kmart 100% 03/30/00
66 010-00000560 AMCC Niagara Kmart 100% 03/30/00
67 6603452 SBRC Beverly Westside 100% 03/31/00
68 6603174 SBRC Balboa Palms Apartments 100% 10/31/99
69 6603178 SBRC Tarzana Palms Apartments 95% 10/31/99
70 8686 PW 131 Spring Street 100% 08/31/99
71 6603021 SBRC 1445 Hempstead Turnpike 100% 12/31/99
72 10142 PW Jackson Professional 100% 02/01/00
73 6602817 SBRC Campbell Hill Apartments 100% 05/09/00
74 7218 PW 377 Ballardvale & 315
New Boston Portfolio
74A 7218A 377 Ballardvale Street 100% 05/31/99
74B 7218B 315 New Boston Street 100% 08/09/99
75 6603419 SBRC Lamar Crossing Shopping Center 100% 02/28/00
76 3710 ORIX Renner Plaza Office Building 100% 01/20/00
77 10593 PW Plimpton and Hills Portfolio
77A 10593A 114-146 Kings Highway East 100% 01/07/00
77B 10593B 1 Maxim Road 100% 01/07/00
78 9133 PW 4444 West Bristol Road 100% 12/02/99
79 6603491 SBRC Vacaville Town Center 96% 04/27/00
80 9492 PW CVS - Dorchester 100% 11/01/99
81 10851 PW RPM Warehouse 100% 06/01/00
82 9583 PW Deere Road Warehouse Buildings 100% 01/28/00
83 6603938 SBRC 411-423 East 114th Street 98% 10/11/99
84 10065 PW SunTrust Centre 93% 02/01/00
85 010-00000439 AMCC Lynnwood Business Center 100% 06/01/00
86 010-00000440 AMCC Quad 95 100% 02/22/00
87 6603175 SBRC Independence Court Apartments 100% 10/31/99
88 6603020 SBRC 5601 Merrick Road 100% 12/31/99
89 6603887 SBRC Pinnacle Warehouse 100% 10/18/99
90 6603769 SBRC 300 Wildwood Avenue 100% 09/28/99
91 10094 PW Congress Professional Center III 95% 01/28/00
92 10105 PW Keystone Building 96% 01/01/00
93 10939 PW 4621 W. Napoleon 100% 05/01/00
94 10762 PW Balboa Pointe Apartments 96% 12/18/99
95 6603246 SBRC Spartacus Apartments 95% 10/20/99
96 6604046 SBRC Storage Depot I 89% 10/22/99
97 6603225 SBRC Village Place Shopping Center 97% 07/21/00
98 7585 PW Burke Village Center 95% 01/21/00
99 6602382 SBRC Tivoli Square Apartments 99% 12/31/99
</TABLE>
<PAGE> 208
GENERAL PROPERTY INFORMATION
<TABLE>
<CAPTION>
Mortgage
Control Loan
Number Loan Number Seller Loan/Property Name Property Address
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
100 010-00000579 AMCC Foothills Village Centre 3233 East Chandler Boulevard
101 6604473 SBRC McBee Apartments 1 Merritt Circle
102 6603238 SBRC Golden Sands Apartments 15930 Nisqualli Road
103 9925 PW Eckerds - Gloversville 178 North Main Street
104 010-00000535 AMCC Dover Crossing Shopping Center 1140 Fort Campbell Boulevard
105 010-00000466 AMCC Plainville Crossing 13 Taunton Street
106 010-00000596 AMCC Staples - Lawton 1207 NW Sheridan Road
107 6603149 SBRC Boardwalk at Marina Bay 304 - 321 Victory Road
108 010-00000450 AMCC Kalevala Village Apartments 5500 SW 180th Avenue
109 10003 PW CVS - Murfreesboro 607 Southeast Broad Street
110 7592 PW La Quinta Gardens 4505 Aldine Mail Route
111 7042 PW Urban Outfitters Ann Arbor 231-33 S. State Street
112 010-00000570 AMCC Kolstad Great Dane Warehouse 8501 Naples Street NE
113 8988 PW South Meadows 9475 Double R Boulevard
114 010-00000537 AMCC Pederson-Krag Center Building 55 Horizon Drive
115 6603511 SBRC Crosstown Self Storage 950 Crosstown Drive
116 9998 PW Esquire Apartments 3102 Buford Highway
117 010-00000569 AMCC Rigid Building Systems 18933 Aldine Westfield Road
118 8574 PW Falcon Cove Apartments 13300 Biscayne Dr.
119 3379 ORIX CountryHouse Residences 900 West 46th Street
120 6602692 SBRC One Centennial Drive One Centennial Drive
121 6602379 SBRC Diplomat Apartments 1837 Whitley Avenue
122 10193 PW Avenue J Warehouse 1201 Avenue J East
123 010-00000257 AMCC Kiely Plaza Shopping Center 1052-1090 Kiely Boulevard
124 3753 ORIX Miami Gardens Office Center 99 NW 183rd Street
125 8696 PW Texas Tech Office Building 6901 Quaker Avenue
126 010-00000520 AMCC The Village Apartments 2801 23rd Avenue Southwest
------------------------------------------------------------------------------------------------------------------------------------
127 10117 PW Des Moines Apartments Portfolio
127A 10117A Capital Hills Apartments 816 East Lyon Street
127B 10117B Lyon Manor Apartments 906 East Lyon Street
127C 10117C Silhouette Apartments 3710 57th Street
------------------------------------------------------------------------------------------------------------------------------------
128 10611 PW 69-75 Lehigh Avenue 69-75 Lehigh Avenue
129 010-00000581 AMCC Henderson Building 2223 112 Avenue NE
130 010-00000188 AMCC Park Plaza 3100 Mowry Avenue
131 8951 PW North Park Industrial 4436 Lawrence Street
132 9381 PW Midwood Medical Center 1915 & 1917 Ocean Avenue
133 020-00000037 AMCC Southcenter Strip Retail Center 16901 Southcenter Parkway
134 010-00000498 AMCC Fair Oaks Office/Retail Building 12 South Fair Oaks Avenue
135 010-00000464 AMCC Southview Apartments 1033-1057 College Avenue NE
136 6602380 SBRC Monaco Apartments 1823 Grace Avenue
137 010-00000386 AMCC Hafner Court Apartments 8011-8082 Hafner Court & 1215-1229 Westover Court
138 010-00000543 AMCC Loma Vista Center 4676-4696 Market Street
139 010-00000490 AMCC Carroll Road Warehouse 7565-7595 Carroll Road
140 010-00000401 AMCC Sandalwood Apartments 1624 South Fresno Street
142 6603541 SBRC Bonhampton Corners 15 & 25 South Main Street
143 010-00000281 AMCC Greenway Village Shopping Center 4002-4024 South Yale Avenue
144 9165 PW Jupiter Corporate Center 825 Highway One
145 010-00000504 AMCC Banneker Building 5840 Banneker Road
146 010-00000333 AMCC 3975 Landmark Street 3975 Landmark Street
</TABLE>
<TABLE>
<CAPTION>
Mortgage
Control Loan
Number Loan Number Seller Loan/Property Name City State Zip Code County
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100 010-00000579 AMCC Foothills Village Centre Phoenix AZ 85044 Maricopa
101 6604473 SBRC McBee Apartments Greenville SC 29601 Greenville
102 6603238 SBRC Golden Sands Apartments Victorville CA 92392 San Bernardino
103 9925 PW Eckerds - Gloversville Gloversville NY 12078 Fulton
104 010-00000535 AMCC Dover Crossing Shopping Center Clarksville TN 37042 Montgomery
105 010-00000466 AMCC Plainville Crossing Plainville MA 02762 Norfolk
106 010-00000596 AMCC Staples - Lawton Lawton OK 73505 Comanche
107 6603149 SBRC Boardwalk at Marina Bay Quincy MA 02171 Norfolk
108 010-00000450 AMCC Kalevala Village Apartments Aloha OR 97007 Washington
109 10003 PW CVS - Murfreesboro Murfreesboro TN 37130 Rutherford
110 7592 PW La Quinta Gardens Houston TX 77039 Harris
111 7042 PW Urban Outfitters Ann Arbor Ann Arbor MI 48104 Washtenaw
112 010-00000570 AMCC Kolstad Great Dane Warehouse Blaine MN 55449 Anoka
113 8988 PW South Meadows Reno NV 89511 Washoe
114 010-00000537 AMCC Pederson-Krag Center Building Huntington NY 11743 Suffolk
115 6603511 SBRC Crosstown Self Storage Peachtree City GA 30269 Fayette
116 9998 PW Esquire Apartments Atlanta GA 30329 DeKalb
117 010-00000569 AMCC Rigid Building Systems Houston TX 77073 Harris
118 8574 PW Falcon Cove Apartments Homestead FL 33033 Miami-Dade
119 3379 ORIX CountryHouse Residences Davenport IA 52806 Scott
120 6602692 SBRC One Centennial Drive Peabody MA 01960 Essex
121 6602379 SBRC Diplomat Apartments Los Angeles CA 90028 Los Angeles
122 10193 PW Avenue J Warehouse Grand Prairie TX 75050 Tarrant
123 010-00000257 AMCC Kiely Plaza Shopping Center Santa Clara CA 95051 Santa Clara
124 3753 ORIX Miami Gardens Office Center North Miami Beach FL 33169 Dade
125 8696 PW Texas Tech Office Building Lubbock TX 79423 Lubbock
126 010-00000520 AMCC The Village Apartments Fargo ND 58103 Cass
----------------------------------------------------------------------------------------------------------------------------------
127 10117 PW Des Moines Apartments Portfolio
127A 10117A Capital Hills Apartments Des Moines IA 50309 Polk
127B 10117B Lyon Manor Apartments Des Moines IA 50316 Polk
127C 10117C Silhouette Apartments Des Moines IA 50310 Polk
----------------------------------------------------------------------------------------------------------------------------------
128 10611 PW 69-75 Lehigh Avenue Paterson NJ 07503 Passaic
129 010-00000581 AMCC Henderson Building Bellevue WA 98004 King
130 010-00000188 AMCC Park Plaza Fremont CA 94538 Alameda
131 8951 PW North Park Industrial Las Vegas NV 89031 Clark
132 9381 PW Midwood Medical Center Brooklyn NY 11230 Kings
133 020-00000037 AMCC Southcenter Strip Retail Center Tukwila WA 98188 King
134 010-00000498 AMCC Fair Oaks Office/Retail Building Pasadena CA 91103 Los Angeles
135 010-00000464 AMCC Southview Apartments Grand Rapids MI 49503 Kent
136 6602380 SBRC Monaco Apartments Los Angeles CA 90028 Los Angeles
137 010-00000386 AMCC Hafner Court Apartments University City MO 63130 St. Louis
138 010-00000543 AMCC Loma Vista Center San Diego CA 92102 San Diego
139 010-00000490 AMCC Carroll Road Warehouse San Diego CA 92121 San Diego
140 010-00000401 AMCC Sandalwood Apartments Fort Smith AR 72903 Sebastian
142 6603541 SBRC Bonhampton Corners Edison NJ 08837 Middlesex
143 010-00000281 AMCC Greenway Village Shopping Center Tulsa OK 74135 Tulsa
144 9165 PW Jupiter Corporate Center Jupiter FL 33477 Palm Beach
145 010-00000504 AMCC Banneker Building Columbia MD 21044 Howard
146 010-00000333 AMCC 3975 Landmark Street Culver City CA 90232 Los Angeles
</TABLE>
<TABLE>
<CAPTION>
Mortgage
Control Loan Property
Number Loan Number Seller Loan/Property Name Property Type Size
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
100 010-00000579 AMCC Foothills Village Centre Unanchored Retail 24,142
101 6604473 SBRC McBee Apartments Multifamily 104
102 6603238 SBRC Golden Sands Apartments Multifamily 120
103 9925 PW Eckerds - Gloversville CTL 10,908
104 010-00000535 AMCC Dover Crossing Shopping Center Unanchored Retail 28,922
105 010-00000466 AMCC Plainville Crossing Anchored Retail 45,916
106 010-00000596 AMCC Staples - Lawton Unanchored Retail 24,049
107 6603149 SBRC Boardwalk at Marina Bay Mixed Use (Office/Unanchored Retail) 37,516
108 010-00000450 AMCC Kalevala Village Apartments Multifamily 72
109 10003 PW CVS - Murfreesboro CTL 10,195
110 7592 PW La Quinta Gardens Multifamily 154
111 7042 PW Urban Outfitters Ann Arbor Anchored Retail 22,650
112 010-00000570 AMCC Kolstad Great Dane Warehouse Industrial 50,160
113 8988 PW South Meadows Industrial/Office 39,340
114 010-00000537 AMCC Pederson-Krag Center Building Office 29,251
115 6603511 SBRC Crosstown Self Storage Self Storage 42,000
116 9998 PW Esquire Apartments Multifamily 52
117 010-00000569 AMCC Rigid Building Systems Industrial 101,990
118 8574 PW Falcon Cove Apartments Multifamily 90
119 3379 ORIX CountryHouse Residences Assisted Living 32
120 6602692 SBRC One Centennial Drive Industrial 53,080
121 6602379 SBRC Diplomat Apartments Multifamily 63
122 10193 PW Avenue J Warehouse Industrial 60,000
123 010-00000257 AMCC Kiely Plaza Shopping Center Unanchored Retail 23,766
124 3753 ORIX Miami Gardens Office Center Office 44,219
125 8696 PW Texas Tech Office Building Office 30,052
126 010-00000520 AMCC The Village Apartments Multifamily 77
------------------------------------------------------------------------------------------------------------------------------
127 10117 PW Des Moines Apartments Portfolio 83
127A 10117A Capital Hills Apartments Multifamily 17
127B 10117B Lyon Manor Apartments Multifamily 18
127C 10117C Silhouette Apartments Multifamily 48
------------------------------------------------------------------------------------------------------------------------------
128 10611 PW 69-75 Lehigh Avenue Industrial 67,775
129 010-00000581 AMCC Henderson Building Office 12,312
130 010-00000188 AMCC Park Plaza Office 35,299
131 8951 PW North Park Industrial Industrial 33,750
132 9381 PW Midwood Medical Center Office 18,900
133 020-00000037 AMCC Southcenter Strip Retail Center Unanchored Retail 24,360
134 010-00000498 AMCC Fair Oaks Office/Retail Building Mixed Use (Office/Retail) 10,902
135 010-00000464 AMCC Southview Apartments Multifamily 74
136 6602380 SBRC Monaco Apartments Multifamily 47
137 010-00000386 AMCC Hafner Court Apartments Multifamily 80
138 010-00000543 AMCC Loma Vista Center Unanchored Retail 25,635
139 010-00000490 AMCC Carroll Road Warehouse Industrial 44,616
140 010-00000401 AMCC Sandalwood Apartments Multifamily 128
142 6603541 SBRC Bonhampton Corners Office 34,873
143 010-00000281 AMCC Greenway Village Shopping Center Unanchored Retail 33,390
144 9165 PW Jupiter Corporate Center Office 21,640
145 010-00000504 AMCC Banneker Building Office 20,139
146 010-00000333 AMCC 3975 Landmark Street Industrial 32,330
</TABLE>
<TABLE>
<CAPTION>
Property
Mortgage Size
Control Loan Unit Year Year Occupancy Occupancy
Number Loan Number Seller Loan/Property Name Type Built Renovated Percentage as of Date
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
100 010-00000579 AMCC Foothills Village Centre SF 1988 1997 100% 05/31/00
101 6604473 SBRC McBee Apartments Units 1974 NAP 90% 01/04/00
102 6603238 SBRC Golden Sands Apartments Units 1984 NAP 96% 12/31/99
103 9925 PW Eckerds - Gloversville SF 1999 NAP 100% 07/27/99
104 010-00000535 AMCC Dover Crossing Shopping Center SF 1998 NAP 95% 05/31/00
105 010-00000466 AMCC Plainville Crossing SF 1965 1998 96% 12/31/99
106 010-00000596 AMCC Staples - Lawton SF 1999 NAP 100% 04/14/00
107 6603149 SBRC Boardwalk at Marina Bay SF 1985 1998 100% 05/10/00
108 010-00000450 AMCC Kalevala Village Apartments Units 1977 1999 97% 12/31/99
109 10003 PW CVS - Murfreesboro SF 1999 NAP 100% 05/30/99
110 7592 PW La Quinta Gardens Units 1976 1994 98% 12/01/99
111 7042 PW Urban Outfitters Ann Arbor SF 1940 1989 100% 05/15/00
112 010-00000570 AMCC Kolstad Great Dane Warehouse SF 1999 NAP 100% 02/01/00
113 8988 PW South Meadows SF 1997 NAP 79% 09/30/99
114 010-00000537 AMCC Pederson-Krag Center Building SF 1979 1999 100% 01/01/00
115 6603511 SBRC Crosstown Self Storage SF 1997 1999 76% 09/30/99
116 9998 PW Esquire Apartments Units 1965 NAP 96% 12/31/99
117 010-00000569 AMCC Rigid Building Systems SF 1995 1999 100% 01/01/00
118 8574 PW Falcon Cove Apartments Units 1990 1992 98% 10/29/99
119 3379 ORIX CountryHouse Residences Beds 1999 NAP 97% 03/31/00
120 6602692 SBRC One Centennial Drive SF 1965 1979 100% 12/29/99
121 6602379 SBRC Diplomat Apartments Units 1988 NAP 100% 12/31/99
122 10193 PW Avenue J Warehouse SF 1983 NAP 92% 01/01/00
123 010-00000257 AMCC Kiely Plaza Shopping Center SF 1974 1999 100% 02/01/00
124 3753 ORIX Miami Gardens Office Center SF 1971 1998 100% 03/24/00
125 8696 PW Texas Tech Office Building SF 1976 NAP 100% 09/01/99
126 010-00000520 AMCC The Village Apartments Units 1989 NAP 94% 12/31/99
----------------------------------------------------------------------------------------------------------------------------------
127 10117 PW Des Moines Apartments Portfolio Units
127A 10117A Capital Hills Apartments Units 1970 1997 100% 12/17/99
127B 10117B Lyon Manor Apartments Units 1967 1996 94% 12/17/99
127C 10117C Silhouette Apartments Units 1975 NAP 100% 12/17/99
----------------------------------------------------------------------------------------------------------------------------------
128 10611 PW 69-75 Lehigh Avenue SF 1940 2000 100% 04/19/00
129 010-00000581 AMCC Henderson Building SF 1978 1999 100% 04/30/00
130 010-00000188 AMCC Park Plaza SF 1966 1994 100% 02/28/00
131 8951 PW North Park Industrial SF 1998 NAP 100% 12/23/99
132 9381 PW Midwood Medical Center SF 1997 NAP 100% 07/01/99
133 020-00000037 AMCC Southcenter Strip Retail Center SF 1988 NAP 100% 04/27/00
134 010-00000498 AMCC Fair Oaks Office/Retail Building SF 1926 1990 100% 03/07/00
135 010-00000464 AMCC Southview Apartments Units 1975 1998 85% 03/01/00
136 6602380 SBRC Monaco Apartments Units 1988 NAP 98% 12/31/99
137 010-00000386 AMCC Hafner Court Apartments Units 1965 1988 99% 03/31/00
138 010-00000543 AMCC Loma Vista Center SF 1991 NAP 100% 03/14/00
139 010-00000490 AMCC Carroll Road Warehouse SF 1975 NAP 100% 01/13/00
140 010-00000401 AMCC Sandalwood Apartments Units 1979 1999 94% 04/30/00
142 6603541 SBRC Bonhampton Corners SF 1986 NAP 100% 03/01/00
143 010-00000281 AMCC Greenway Village Shopping Center SF 1964 1989 100% 01/01/00
144 9165 PW Jupiter Corporate Center SF 1985 NAP 95% 01/08/00
145 010-00000504 AMCC Banneker Building SF 1986 NAP 100% 03/03/00
146 010-00000333 AMCC 3975 Landmark Street SF 1973 1993 100% 12/31/99
</TABLE>
<PAGE> 209
GENERAL PROPERTY INFORMATION
<TABLE>
<CAPTION>
Mortgage
Control Loan
Number Loan Number Seller Loan/Property Name Property Address
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
147 9809 PW Carrington Heights & Plaza Apts Portfolio
147A 9809A Carrington Heights Apartments 1855 Burnet Avenue
147B 9809B Plaza Apartments 1108 E. Genesee
------------------------------------------------------------------------------------------------------------------------------------
148 010-00000370 AMCC 88 Sunnyside Building 88 Sunnyside Boulevard
------------------------------------------------------------------------------------------------------------------------------------
149 10326 PW Pond Street & North Court Apts. Portfolio
149A 10326A Pond Street Apartments 800 Pond Street
149B 10326B North Court Apartments 1106 & 1109 First North Street
------------------------------------------------------------------------------------------------------------------------------------
150 010-00000452 AMCC Plaza Northwest Shopping Center 6050-6080 West 92nd Avenue
151 7368 PW Paradise Palm Mobile Home Park 1360 North Dixie Downs
152 020-00000043 AMCC Kennewick Square 3321 West Kennewick Avenue
153 010-00000311 AMCC Party City 2525 State Highway 6
154 010-00000308 AMCC Blue Devils Building 4065 Nelson Avenue
155 020-00000054 AMCC Schuck's Retail Center 3402 Kitsap Way
156 010-00000550 AMCC Northwood Estates 2927 Julia Street
157 010-00000280 AMCC Miramar Commerce Center 6904 Miramar Road
158 010-00000462 AMCC South Bay Industrial 2765 Main Street
159 010-00000378 AMCC Bloomfield Center 61-81 West Long Lake Road
160 020-00000064 AMCC Park Willow Apartments 160 Park Street
161 020-00000022 AMCC Belmond Center 12700 Bel-Red Road
162 010-00000446 AMCC Riverwood Apartments 506 West Orchard Lane
163 9792 PW 85 Second Avenue 85 Second Avenue
164 020-00000034 AMCC PGE Buildings 14655 & 14725 SW 72nd Avenue
165 010-00000312 AMCC Carroll Canyon Road Industrial Condos 7030-7054 Carroll Canyon Road
166 010-00000429 AMCC Myrex Manufacturing Plant & Corporate Offices 9119 Weedy Lane
167 9370 PW St. James Apartments 1226 & 1314 James Avenue
168 010-00000484 AMCC Walnut Creek Shopping Center 987 North Walnut Creek Drive
169 010-00000465 AMCC Quail Hollow Mini Storage 12833 Covey Circle
170 9835 PW CVS - Lowell 1815 Middlesex Road
171 010-00000350 AMCC Freeway Industries Center 2603-2645 East Jensen Avenue
172 020-00000051 AMCC AT&T Building 18715-120th Avenue N.E.
173 010-00000275 AMCC PBR III 720-730 West 17th Street
174 10809 PW Ivory Garden Apartments 183-189 Ivory Foster Road
175 010-00000266 AMCC Knoxville Square 9126-9128 North Lindbergh Drive
176 6603177 SBRC Parthenia Garden Apartments 15455 Parthenia Street
177 010-00000349 AMCC Larkfield Road Office Building 777 Larkfield Road
178 010-00000528 AMCC Kings Kourt Apartments 2500 & 2504 South Dakota Avenue
179 020-00000036 AMCC Philomath Self-Storage 2809 Main Street
180 010-00000398 AMCC Aztec Building 4116 Avenida Cochise
181 010-00000279 AMCC Stone Mountain Carpet Mill Outlet 3501 Pan American Freeway NE
182 7221 PW 10 Jewel Drive 10 Jewel Drive
183 010-00000258 AMCC Williams Road Office Building 3707 Williams Road
184 010-00000267 AMCC Wheeling Service Center 3728-3770 Wheeling Street
185 010-00000447 AMCC 650 New Road Office Building 650 New Road
186 9369 PW Pine Street Apartments 3927-3931 Pine Street
187 010-00000385 AMCC The Certex Building 1460 West Canal Court
188 010-00000461 AMCC Pheasant Run Shopping Center 9830-9860 Mallard Drive
189 010-00000331 AMCC Runnin' Rebel Plaza 4530 South Maryland Parkway
190 010-00000473 AMCC Vic Huber Photography Building 1731 Reynolds Avenue
191 010-00000434 AMCC Hollywood Video-Westland 31250 Michigan Avenue
192 9510 PW Reading Business Center 8711 Reading Road
193 010-00000463 AMCC National Die & Button Mould Company 70 Moonachie Avenue
194 010-00000371 AMCC Metropolitan Square Shopping Center 3223-3269 East 3300 South
</TABLE>
<TABLE>
<CAPTION>
Mortgage
Control Loan
Number Loan Number Seller Loan/Property Name City State Zip Code County
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------------
147 9809 PW Carrington Heights & Plaza Apts Portfolio
147A 9809A Carrington Heights Apartments Syracuse NY 13206 Onondaga
147B 9809B Plaza Apartments Syracuse NY 13210 Onondaga
----------------------------------------------------------------------------------------------------------------------------------
148 010-00000370 AMCC 88 Sunnyside Building Plainview NY 11803 Nassau
----------------------------------------------------------------------------------------------------------------------------------
149 10326 PW Pond Street & North Court Apts. Portfolio
149A 10326A Pond Street Apartments Syracuse NY 13208 Onondaga
149B 10326B North Court Apartments Syracuse NY 13208 Onondaga
----------------------------------------------------------------------------------------------------------------------------------
150 010-00000452 AMCC Plaza Northwest Shopping Center Westminister CO 80030 Jefferson
151 7368 PW Paradise Palm Mobile Home Park St. George UT 84770 Washington
152 020-00000043 AMCC Kennewick Square Kennewick WA 99336 Benton
153 010-00000311 AMCC Party City Houston TX 77082 Harris
154 010-00000308 AMCC Blue Devils Building Concord CA 94520 Contra Costa
155 020-00000054 AMCC Schuck's Retail Center Bremerton WA 98312 Kitsap
156 010-00000550 AMCC Northwood Estates Coeur D'Alene ID 83815 Kootenai
157 010-00000280 AMCC Miramar Commerce Center San Diego CA 92121 San Diego
158 010-00000462 AMCC South Bay Industrial Chula Vista CA 91911 San Diego
159 010-00000378 AMCC Bloomfield Center Bloomfield Hills MI 48304 Oakland
160 020-00000064 AMCC Park Willow Apartments Reno NV 89502 Washoe
161 020-00000022 AMCC Belmond Center Bellevue WA 98005 King
162 010-00000446 AMCC Riverwood Apartments Carlsbad NM 88220 Eddy
163 9792 PW 85 Second Avenue New York NY 10003 New York
164 020-00000034 AMCC PGE Buildings Tigard OR 97224 Washington
165 010-00000312 AMCC Carroll Canyon Road Industrial Condos San Diego CA 92121 San Diego
166 010-00000429 AMCC Myrex Manufacturing Plant & Corporate Offices Houston TX 77093 Harris
167 9370 PW St. James Apartments Waco TX 76706 McLennan
168 010-00000484 AMCC Walnut Creek Shopping Center Mansfield TX 76063 Tarrant
169 010-00000465 AMCC Quail Hollow Mini Storage Sonora CA 95370 Tuolumne
170 9835 PW CVS - Lowell Lowell MA 01851 Middlesex
171 010-00000350 AMCC Freeway Industries Center Fresno CA 93706 Fresno
172 020-00000051 AMCC AT&T Building Bothell WA 98011 King
173 010-00000275 AMCC PBR III Costa Mesa CA 92626 Orange
174 10809 PW Ivory Garden Apartments Owego NY 13827 Tioga
175 010-00000266 AMCC Knoxville Square Peoria IL 61615 Peoria
176 6603177 SBRC Parthenia Garden Apartments North Hills CA 91343 Los Angeles
177 010-00000349 AMCC Larkfield Road Office Building Commack NY 11725 Suffolk
178 010-00000528 AMCC Kings Kourt Apartments Sioux Falls SD 57105 Minnehaha
179 020-00000036 AMCC Philomath Self-Storage Philomath OR 97370 Benton
180 010-00000398 AMCC Aztec Building Sierra Vista AZ 85635 Cochise
181 010-00000279 AMCC Stone Mountain Carpet Mill Outlet Albuquerque NM 87107 Bernalillo
182 7221 PW 10 Jewel Drive Wilmington MA 01887 Middlesex
183 010-00000258 AMCC Williams Road Office Building San Jose CA 95128 Santa Clara
184 010-00000267 AMCC Wheeling Service Center Aurora CO 80239 Adams
185 010-00000447 AMCC 650 New Road Office Building Linwood NJ 08221 Atlantic
186 9369 PW Pine Street Apartments Philadelphia PA 19104 Philadelphia
187 010-00000385 AMCC The Certex Building Littleton CO 80120 Arapahoe
188 010-00000461 AMCC Pheasant Run Shopping Center Laurel MD 20708 Prince Georges
189 010-00000331 AMCC Runnin' Rebel Plaza Las Vegas NV 89119 Clark
190 010-00000473 AMCC Vic Huber Photography Building Irvine CA 92714 Orange
191 010-00000434 AMCC Hollywood Video-Westland Westland MI 48186 Wayne
192 9510 PW Reading Business Center Reading OH 45215 Hamilton
193 010-00000463 AMCC National Die & Button Mould Company Moonachie NJ 07074 Bergen
194 010-00000371 AMCC Metropolitan Square Shopping Center Salt Lake City UT 84109 Salt Lake
</TABLE>
<TABLE>
<CAPTION>
Mortgage
Control Loan Property
Number Loan Number Seller Loan/Property Name Property Type Size
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
147 9809 PW Carrington Heights & Plaza Apts Portfolio 87
147A 9809A Carrington Heights Apartments Multifamily 40
147B 9809B Plaza Apartments Multifamily 47
------------------------------------------------------------------------------------------------------------------------------
148 010-00000370 AMCC 88 Sunnyside Building Office 26,667
------------------------------------------------------------------------------------------------------------------------------
149 10326 PW Pond Street & North Court Apts. Portfolio 58
149A 10326A Pond Street Apartments Multifamily 30
149B 10326B North Court Apartments Multifamily 28
------------------------------------------------------------------------------------------------------------------------------
150 010-00000452 AMCC Plaza Northwest Shopping Center Unanchored Retail 27,446
151 7368 PW Paradise Palm Mobile Home Park Mobile Home Park 64
152 020-00000043 AMCC Kennewick Square Office 28,924
153 010-00000311 AMCC Party City Unanchored Retail 12,000
154 010-00000308 AMCC Blue Devils Building Industrial 22,500
155 020-00000054 AMCC Schuck's Retail Center Unanchored Retail 11,830
156 010-00000550 AMCC Northwood Estates Mobile Home Park 74
157 010-00000280 AMCC Miramar Commerce Center Unanchored Retail 37,862
158 010-00000462 AMCC South Bay Industrial Industrial 33,555
159 010-00000378 AMCC Bloomfield Center Unanchored Retail 15,070
160 020-00000064 AMCC Park Willow Apartments Multifamily 48
161 020-00000022 AMCC Belmond Center Unanchored Retail 25,546
162 010-00000446 AMCC Riverwood Apartments Multifamily 50
163 9792 PW 85 Second Avenue Mixed Use (Retail/Multifamily) 2,565
164 020-00000034 AMCC PGE Buildings Industrial/Office 32,803
165 010-00000312 AMCC Carroll Canyon Road Industrial Condos Industrial 27,580
166 010-00000429 AMCC Myrex Manufacturing Plant & Corporate Offices Industrial 80,751
167 9370 PW St. James Apartments Multifamily 24
168 010-00000484 AMCC Walnut Creek Shopping Center Unanchored Retail 10,151
169 010-00000465 AMCC Quail Hollow Mini Storage Self Storage 41,350
170 9835 PW CVS - Lowell Unanchored Retail 8,775
171 010-00000350 AMCC Freeway Industries Center Industrial 53,000
172 020-00000051 AMCC AT&T Building Industrial 30,697
173 010-00000275 AMCC PBR III Industrial 32,803
174 10809 PW Ivory Garden Apartments Multifamily 49
175 010-00000266 AMCC Knoxville Square Unanchored Retail 10,178
176 6603177 SBRC Parthenia Garden Apartments Multifamily 44
177 010-00000349 AMCC Larkfield Road Office Building Office 19,305
178 010-00000528 AMCC Kings Kourt Apartments Multifamily 42
179 020-00000036 AMCC Philomath Self-Storage Self Storage 40,338
180 010-00000398 AMCC Aztec Building Office 30,400
181 010-00000279 AMCC Stone Mountain Carpet Mill Outlet Industrial 30,590
182 7221 PW 10 Jewel Drive Industrial/Office 24,550
183 010-00000258 AMCC Williams Road Office Building Office 9,600
184 010-00000267 AMCC Wheeling Service Center Industrial 121,400
185 010-00000447 AMCC 650 New Road Office Building Office 10,120
186 9369 PW Pine Street Apartments Multifamily 12
187 010-00000385 AMCC The Certex Building Industrial/Office 20,198
188 010-00000461 AMCC Pheasant Run Shopping Center Unanchored Retail 19,504
189 010-00000331 AMCC Runnin' Rebel Plaza Unanchored Retail 27,901
190 010-00000473 AMCC Vic Huber Photography Building Industrial/Office 13,585
191 010-00000434 AMCC Hollywood Video-Westland Unanchored Retail 7,500
192 9510 PW Reading Business Center Industrial/Office 60,735
193 010-00000463 AMCC National Die & Button Mould Company Industrial 25,752
194 010-00000371 AMCC Metropolitan Square Shopping Center Unanchored Retail 30,911
</TABLE>
<TABLE>
<CAPTION>
Property
Mortgage Size
Control Loan Unit Year Year Occupancy Occupancy
Number Loan Number Seller Loan/Property Name Type Built Renovated Percentage as of Date
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------------
147 9809 PW Carrington Heights & Plaza Apts Portfolio Units
147A 9809A Carrington Heights Apartments Units 1974 NAP 90% 12/31/99
147B 9809B Plaza Apartments Units 1925 1974 96% 12/31/99
----------------------------------------------------------------------------------------------------------------------------------
148 010-00000370 AMCC 88 Sunnyside Building SF 1969 NAP 100% 03/15/00
----------------------------------------------------------------------------------------------------------------------------------
149 10326 PW Pond Street & North Court Apts. Portfolio Units
149A 10326A Pond Street Apartments Units 1976 NAP 100% 01/01/00
149B 10326B North Court Apartments Units 1973 NAP 96% 01/01/00
----------------------------------------------------------------------------------------------------------------------------------
150 010-00000452 AMCC Plaza Northwest Shopping Center SF 1984 NAP 96% 05/26/00
151 7368 PW Paradise Palm Mobile Home Park Units 1984 NAP 100% 03/31/00
152 020-00000043 AMCC Kennewick Square SF 1979 NAP 96% 04/30/00
153 010-00000311 AMCC Party City SF 1997 NAP 100% 02/29/00
154 010-00000308 AMCC Blue Devils Building SF 1990 NAP 100% 02/28/00
155 020-00000054 AMCC Schuck's Retail Center SF 1998 NAP 100% 03/07/00
156 010-00000550 AMCC Northwood Estates Units 1986 1996 95% 04/05/00
157 010-00000280 AMCC Miramar Commerce Center SF 1979 NAP 99% 03/01/00
158 010-00000462 AMCC South Bay Industrial SF 1983 NAP 100% 04/13/00
159 010-00000378 AMCC Bloomfield Center SF 1960 1994 100% 06/05/00
160 020-00000064 AMCC Park Willow Apartments Units 1987 NAP 98% 05/10/00
161 020-00000022 AMCC Belmond Center SF 1966 1990 100% 12/01/99
162 010-00000446 AMCC Riverwood Apartments Units 1985 1993 100% 06/01/00
163 9792 PW 85 Second Avenue SF 1900 1998 100% 10/18/99
164 020-00000034 AMCC PGE Buildings SF 1981 NAP 100% 04/04/00
165 010-00000312 AMCC Carroll Canyon Road Industrial Condos SF 1982 NAP 100% 01/31/00
166 010-00000429 AMCC Myrex Manufacturing Plant & Corporate Offices SF 1982 1996 100% 01/06/00
167 9370 PW St. James Apartments Units 1997 NAP 100% 12/06/99
168 010-00000484 AMCC Walnut Creek Shopping Center SF 1998 NAP 100% 01/16/00
169 010-00000465 AMCC Quail Hollow Mini Storage SF 1992 NAP 100% 03/21/00
170 9835 PW CVS - Lowell SF 1988 NAP 100% 01/10/00
171 010-00000350 AMCC Freeway Industries Center SF 1990 NAP 100% 03/01/00
172 020-00000051 AMCC AT&T Building SF 1990 1998 100% 03/02/00
173 010-00000275 AMCC PBR III SF 1974 NAP 100% 01/18/00
174 10809 PW Ivory Garden Apartments Units 1965 1999 100% 02/29/00
175 010-00000266 AMCC Knoxville Square SF 1997 NAP 100% 01/01/00
176 6603177 SBRC Parthenia Garden Apartments Units 1976 NAP 95% 10/31/99
177 010-00000349 AMCC Larkfield Road Office Building SF 1984 NAP 86% 03/16/00
178 010-00000528 AMCC Kings Kourt Apartments Units 1972 NAP 93% 12/01/99
179 020-00000036 AMCC Philomath Self-Storage SF 1996 NAP 84% 03/15/00
180 010-00000398 AMCC Aztec Building SF 1985 1998 100% 05/31/00
181 010-00000279 AMCC Stone Mountain Carpet Mill Outlet SF 1985 1998 100% 01/27/00
182 7221 PW 10 Jewel Drive SF 1982 NAP 100% 08/09/99
183 010-00000258 AMCC Williams Road Office Building SF 1984 NAP 100% 02/18/00
184 010-00000267 AMCC Wheeling Service Center SF 1973 1996 99% 04/01/00
185 010-00000447 AMCC 650 New Road Office Building SF 1991 NAP 100% 03/13/00
186 9369 PW Pine Street Apartments Units 1890 NAP 100% 08/31/99
187 010-00000385 AMCC The Certex Building SF 1998 NAP 100% 03/03/00
188 010-00000461 AMCC Pheasant Run Shopping Center SF 1989 NAP 100% 02/23/00
189 010-00000331 AMCC Runnin' Rebel Plaza SF 1986 NAP 96% 12/31/99
190 010-00000473 AMCC Vic Huber Photography Building SF 1972 1999 100% 04/26/00
191 010-00000434 AMCC Hollywood Video-Westland SF 1997 NAP 100% 03/30/00
192 9510 PW Reading Business Center SF 1935 1990 97% 04/11/00
193 010-00000463 AMCC National Die & Button Mould Company SF 1975 NAP 100% 05/10/00
194 010-00000371 AMCC Metropolitan Square Shopping Center SF 1985 NAP 100% 02/16/00
</TABLE>
<PAGE> 210
LOAN BALANCE AND PROPERTY APPRAISED VALUE INFORMATION
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME CUT-OFF DATE % OF TOTAL ALLOCATED ALLOCATED %
NUMBER LOAN SELLER BALANCE CUT-OFF DATE CUT-OFF DATE OF TOTAL
BALANCE BALANCE CUT-OFF DATE
BALANCE
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 31,483,555.00 4.01% 31,483,555.00 4.01%
2 PW 1615 Poydras Street 29,159,802.88 3.72% 29,159,802.88 3.72%
3 ORIX Medical Mutual of Ohio Office Building - Toledo 14,671,955.43 1.87% 14,671,955.43 1.87%
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 5,090,270.23 0.65% 5,090,270.23 0.65%
5 PW Diplomat Centre 19,280,818.64 2.46% 19,280,818.64 2.46%
6 SBRC Western Plaza II Shopping Center 19,063,254.42 2.43% 19,063,254.42 2.43%
7 SBRC Metatec Building 18,874,390.76 2.41% 18,874,390.76 2.41%
8 SBRC Red Lion Shopping Center 16,949,945.92 2.16% 16,949,945.92 2.16%
9 PW Diamond Point Plaza 15,295,227.52 1.95% 15,295,227.52 1.95%
10 PW Mount Vernon Medical Office Building 15,243,746.26 1.94% 15,243,746.26 1.94%
11 ORIX 250 Plaza Office Building 14,886,077.32 1.90% 14,886,077.32 1.90%
12 PW 110 Greenwich Street 14,385,472.05 1.83% 14,385,472.05 1.83%
------------------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio 14,088,419.47 1.80%
13A 11155-11165 Sepulveda Boulevard 2,862,212.29 0.36%
13B 11211 Sepulveda Boulevard 8,239,526.20 1.05%
13C 17909 Soledad Canyon Road 2,986,680.98 0.38%
------------------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard 12,558,041.62 1.60% 12,558,041.62 1.60%
15 AMCC Senter Road Industrial Property 12,540,663.44 1.60% 12,540,663.44 1.60%
16 AMCC Scottsdale Gateway II 11,850,276.52 1.51% 11,850,276.52 1.51%
17 PW Kmart Plaza 8,606,998.79 1.10% 8,606,998.79 1.10%
18 PW Miracle Mile Shopping Center 1,494,507.62 0.19% 1,494,507.62 0.19%
19 PW North Country Plaza 1,564,477.68 0.20% 1,564,477.68 0.20%
20 SBRC Fountain Oaks 11,426,513.09 1.46% 11,426,513.09 1.46%
21 SBRC Park Central Office Development 11,078,196.38 1.41% 11,078,196.38 1.41%
22 SBRC McCormick Place Office Park 10,490,896.04 1.34% 10,490,896.04 1.34%
23 SBRC One Michigan Avenue 9,811,783.83 1.25% 9,811,783.83 1.25%
24 ORIX Distribution Services Limited 9,700,590.77 1.24% 9,700,590.77 1.24%
25 SBRC St. Joseph Professional Building 8,448,309.21 1.08% 8,448,309.21 1.08%
26 SBRC Penns Plaza 8,141,516.63 1.04% 8,141,516.63 1.04%
27 SBRC Airport Plaza Office Center - Phase 1 8,041,260.72 1.02% 8,041,260.72 1.02%
28 PW 375 Ballardvale Street 7,888,749.37 1.01% 7,888,749.37 1.01%
29 SBRC Hampton Inn - Columbus 5,795,195.87 0.74% 5,795,195.87 0.74%
30 SBRC Comfort Suites Hotel 2,009,001.13 0.26% 2,009,001.13 0.26%
31 SBRC Raintree Corporate Center - Phase I 7,276,618.00 0.93% 7,276,618.00 0.93%
------------------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio 6,935,696.32 0.88%
32A For Eyes Optical - Hialeah 1,597,752.03 0.20%
32B For Eyes Optical - Hialeah 2 1,089,376.39 0.14%
32C For Eyes Optical - Philadelphia 2 907,813.65 0.12%
32D For Eyes Optical - Lauderhill 748,038.45 0.10%
32E For Eyes Optical - Casselberry 689,938.38 0.09%
32F For Eyes Optical - Coral Gables 668,150.85 0.09%
32G For Eyes Optical - Richmond 461,169.34 0.06%
32H For Eyes Optical - Rosemont 417,594.28 0.05%
32I For Eyes Optical - Philadelphia 355,862.95 0.05%
------------------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park 6,815,006.37 0.87% 6,815,006.37 0.87%
34 PW Lake Cook Office 6,694,327.21 0.85% 6,694,327.21 0.85%
35 PW Pine Terrace Apartments 6,515,731.71 0.83% 6,515,731.71 0.83%
36 SBRC 2265 Ralph Avenue 6,319,280.36 0.81% 6,319,280.36 0.81%
37 PW Shoppers Food Warehouse 6,274,788.70 0.80% 6,274,788.70 0.80%
38 AMCC Computer Science Corp Building 6,200,342.27 0.79% 6,200,342.27 0.79%
39 AMCC Sprint Customer Care Center 6,175,123.14 0.79% 6,175,123.14 0.79%
40 ORIX SugarOak Office Retreat 6,093,573.12 0.78% 6,093,573.12 0.78%
41 ORIX Dronningens Gade Portfolio 6,061,115.62 0.77% 6,061,115.62 0.77%
42 PW 400 Blair Road 5,997,671.15 0.76% 5,997,671.15 0.76%
43 PW 14 Jewel Drive 5,737,272.27 0.73% 5,737,272.27 0.73%
44 SBRC Brookwood Square Shopping Center 5,635,264.70 0.72% 5,635,264.70 0.72%
------------------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio 5,483,278.44 0.70%
45A 87 Concord Road 2,788,951.79 0.36%
45B 7 Lopez Road 2,694,326.65 0.34%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME ALLOCATED LOAN BALANCE AT CROSS
NUMBER LOAN SELLER CUT-OFF MATURITY / ARD COLLATER-
DATE ALIZED
BALANCE PER (MORTGAGE
UNIT LOAN GROUP)
=====================================================================================================================
<S> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 88.35 28,217,084.43 No
2 PW 1615 Poydras Street 58.12 26,391,630.54 No
3 ORIX Medical Mutual of Ohio Office Building - Toledo 91.70 13,335,029.58 Yes (a)
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 99.81 4,626,437.82 Yes (a)
5 PW Diplomat Centre 161.00 17,440,103.77 No
6 SBRC Western Plaza II Shopping Center 415.50 17,248,975.60 No
7 SBRC Metatec Building 54.81 17,078,005.73 No
8 SBRC Red Lion Shopping Center 77.87 15,501,557.96 No
9 PW Diamond Point Plaza 60.85 13,963,921.34 No
10 PW Mount Vernon Medical Office Building 179.08 13,716,170.26 No
11 ORIX 250 Plaza Office Building 73.91 13,311,696.01 No
12 PW 110 Greenwich Street 243,822 13,009,261.86 No
---------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio 12,924,549.46 No
13A 11155-11165 Sepulveda Boulevard 85.60
13B 11211 Sepulveda Boulevard 139.11
13C 17909 Soledad Canyon Road 145.15
---------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard 30.72 11,477,006.01 No
15 AMCC Senter Road Industrial Property 81.65 11,244,026.92 No
16 AMCC Scottsdale Gateway II 109.84 10,725,939.79 No
17 PW Kmart Plaza 48.06 7,814,949.47 Yes (b)
18 PW Miracle Mile Shopping Center 50.93 1,360,868.75 Yes (b)
19 PW North Country Plaza 75.00 1,423,645.80 Yes (b)
20 SBRC Fountain Oaks 55.42 10,300,659.82 No
21 SBRC Park Central Office Development 84.13 9,980,047.45 No
22 SBRC McCormick Place Office Park 139.98 9,497,274.81 No
23 SBRC One Michigan Avenue 65.79 8,857,313.77 No
24 ORIX Distribution Services Limited 26.33 8,755,484.54 No
25 SBRC St. Joseph Professional Building 61.76 7,647,566.83 No
26 SBRC Penns Plaza 87.26 7,373,916.41 No
27 SBRC Airport Plaza Office Center - Phase 1 144.81 7,220,108.23 No
28 PW 375 Ballardvale Street 46.92 7,175,705.77 No
29 SBRC Hampton Inn - Columbus 44,924 1,239,045.27 Yes (c)
30 SBRC Comfort Suites Hotel 29,985 429,533.22 Yes (c)
31 SBRC Raintree Corporate Center - Phase I 113.75 6,608,151.30 No
---------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio 6,349,275.89 No
32A For Eyes Optical - Hialeah 36.31
32B For Eyes Optical - Hialeah 2 34.69
32C For Eyes Optical - Philadelphia 2 140.75
32D For Eyes Optical - Lauderhill 113.51
32E For Eyes Optical - Casselberry 148.85
32F For Eyes Optical - Coral Gables 185.60
32G For Eyes Optical - Richmond 91.14
32H For Eyes Optical - Rosemont 116.00
32I For Eyes Optical - Philadelphia 229.59
---------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park 20,223 6,192,479.02 No
34 PW Lake Cook Office 101.43 6,128,349.00 No
35 PW Pine Terrace Apartments 78,503 5,883,955.03 No
36 SBRC 2265 Ralph Avenue 139.24 5,668,830.37 No
37 PW Shoppers Food Warehouse 83.66 5,701,497.11 No
38 AMCC Computer Science Corp Building 91.14 5,587,186.33 No
39 AMCC Sprint Customer Care Center 69.28 5,558,205.05 No
40 ORIX SugarOak Office Retreat 75.29 5,485,618.29 No
41 ORIX Dronningens Gade Portfolio 344.42 5,594,557.82 No
42 PW 400 Blair Road 33.14 5,414,010.06 No
43 PW 14 Jewel Drive 48.31 5,218,695.11 No
44 SBRC Brookwood Square Shopping Center 81.74 4,721,444.33 No
---------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio 4,987,659.13 No
45A 87 Concord Road 46.33
45B 7 Lopez Road 39.53
---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME CROSS COLLATER- RELATED RELATED
NUMBER LOAN SELLER ALIZED MORTGAGE (MORTGAGE MORTGAGE LOAN
LOAN GROUP LOAN GROUP) GROUP AGGREGATE
AGGREGATE CUT-OFF CUT-OFF DATE
DATE BALANCE BALANCE
===========================================================================================================================
<S> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 31,483,555 No 31,483,555
2 PW 1615 Poydras Street 29,159,803 No 29,159,803
3 ORIX Medical Mutual of Ohio Office Building - Toledo 19,762,226 Yes (a) 29,462,816
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 19,762,226 Yes (a) 29,462,816
5 PW Diplomat Centre 19,280,819 No 19,280,819
6 SBRC Western Plaza II Shopping Center 19,063,254 No 19,063,254
7 SBRC Metatec Building 18,874,391 No 18,874,391
8 SBRC Red Lion Shopping Center 16,949,946 No 16,949,946
9 PW Diamond Point Plaza 15,295,228 No 15,295,228
10 PW Mount Vernon Medical Office Building 15,243,746 No 15,243,746
11 ORIX 250 Plaza Office Building 14,886,077 Yes (c) 25,084,840
12 PW 110 Greenwich Street 14,385,472 No 14,385,472
---------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio 14,088,419 No 14,088,419
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
---------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard 12,558,042 No 12,558,042
15 AMCC Senter Road Industrial Property 12,540,663 No 12,540,663
16 AMCC Scottsdale Gateway II 11,850,277 No 11,850,277
17 PW Kmart Plaza 11,665,984 Yes (e) 11,665,984
18 PW Miracle Mile Shopping Center 11,665,984 Yes (e) 11,665,984
19 PW North Country Plaza 11,665,984 Yes (e) 11,665,984
20 SBRC Fountain Oaks 11,426,513 No 11,426,513
21 SBRC Park Central Office Development 11,078,196 No 11,078,196
22 SBRC McCormick Place Office Park 10,490,896 No 10,490,896
23 SBRC One Michigan Avenue 9,811,784 No 9,811,784
24 ORIX Distribution Services Limited 9,700,591 Yes (a) 29,462,816
25 SBRC St. Joseph Professional Building 8,448,309 No 8,448,309
26 SBRC Penns Plaza 8,141,517 Yes (d) 14,341,859
27 SBRC Airport Plaza Office Center - Phase 1 8,041,261 No 8,041,261
28 PW 375 Ballardvale Street 7,888,749 Yes (b) 27,446,274
29 SBRC Hampton Inn - Columbus 7,804,197 Yes (g) 7,804,197
30 SBRC Comfort Suites Hotel 7,804,197 Yes (g) 7,804,197
31 SBRC Raintree Corporate Center - Phase I 7,276,618 No 7,276,618
---------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio 6,935,696 No 6,935,696
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
---------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park 6,815,006 No 6,815,006
34 PW Lake Cook Office 6,694,327 No 6,694,327
35 PW Pine Terrace Apartments 6,515,732 No 6,515,732
36 SBRC 2265 Ralph Avenue 6,319,280 Yes (f) 9,937,378
37 PW Shoppers Food Warehouse 6,274,789 No 6,274,789
38 AMCC Computer Science Corp Building 6,200,342 Yes (d) 14,341,859
39 AMCC Sprint Customer Care Center 6,175,123 No 6,175,123
40 ORIX SugarOak Office Retreat 6,093,573 No 6,093,573
41 ORIX Dronningens Gade Portfolio 6,061,116 No 6,061,116
42 PW 400 Blair Road 5,997,671 No 5,997,671
43 PW 14 Jewel Drive 5,737,272 Yes (b) 27,446,274
44 SBRC Brookwood Square Shopping Center 5,635,265 No 5,635,265
---------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio 5,483,278 Yes (b) 27,446,274
45A 87 Concord Road
45B 7 Lopez Road
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME OWNERSHIP APPRAISED APPRAISAL CUT-OFF MATURITY
NUMBER LOAN SELLER INTEREST VALUE DATE DATE LTV DATE / ARD
RATIO LTV RATIO
================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza Fee Simple 42,000,000 05/04/99 74.96% 67.18%
2 PW 1615 Poydras Street Fee Simple 51,000,000 02/09/00 57.18% 51.75%
3 ORIX Medical Mutual of Ohio Office Building - Toledo Fee Simple 19,700,000 02/25/00 74.48% 67.69%
4 ORIX Medical Mutual of Ohio Office Building - Beachwood Fee Simple 6,800,000 02/25/00 74.86% 68.04%
5 PW Diplomat Centre Fee Simple 30,000,000 03/08/00 64.27% 58.13%
6 SBRC Western Plaza II Shopping Center Fee Simple 23,000,000 05/01/99 82.88% 75.00%
7 SBRC Metatec Building Fee Simple 25,800,000 11/01/99 73.16% 66.19%
8 SBRC Red Lion Shopping Center Fee Simple 23,500,000 07/16/00 72.13% 65.96%
9 PW Diamond Point Plaza Fee Simple 20,000,000 02/29/00 76.48% 69.82%
10 PW Mount Vernon Medical Office Building Fee Simple 19,750,000 05/18/00 77.18% 69.45%
11 ORIX 250 Plaza Office Building Fee Simple 20,000,000 06/08/99 74.43% 66.56%
12 PW 110 Greenwich Street Fee Simple 18,000,000 01/14/00 79.92% 72.27%
--------------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio 22,800,000 61.79% 56.69%
13A 11155-11165 Sepulveda Boulevard Fee Simple 4,000,000 01/04/00
13B 11211 Sepulveda Boulevard Fee Simple 13,700,000 01/04/00
13C 17909 Soledad Canyon Road Fee Simple 5,100,000 01/04/00
--------------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard Fee Simple 18,300,000 11/30/99 68.62% 62.72%
15 AMCC Senter Road Industrial Property Fee Simple 17,600,000 11/18/99 71.25% 63.89%
16 AMCC Scottsdale Gateway II Fee Simple 17,700,000 12/02/99 66.95% 60.60%
17 PW Kmart Plaza Fee Simple 11,500,000 03/16/00 75.26% 68.38%
18 PW Miracle Mile Shopping Center Fee Simple 1,950,000 05/22/00 75.26% 68.38%
19 PW North Country Plaza Fee Simple 2,050,000 03/16/00 75.26% 68.38%
20 SBRC Fountain Oaks Fee Simple 15,250,000 07/01/99 74.93% 67.55%
21 SBRC Park Central Office Development Fee Simple 14,650,000 03/01/00 75.62% 68.12%
22 SBRC McCormick Place Office Park Fee Simple 13,900,000 02/01/00 75.47% 68.33%
23 SBRC One Michigan Avenue Fee Simple 15,300,000 11/17/99 64.13% 57.89%
24 ORIX Distribution Services Limited Fee Simple 12,900,000 09/17/99 75.20% 67.87%
25 SBRC St. Joseph Professional Building Fee Simple 11,150,000 03/30/99 75.77% 68.59%
26 SBRC Penns Plaza Fee Simple 11,500,000 08/17/99 70.80% 64.12%
27 SBRC Airport Plaza Office Center - Phase 1 Fee Simple 11,600,000 03/12/99 69.32% 62.24%
28 PW 375 Ballardvale Street Fee Simple 9,900,000 07/02/99 79.68% 72.48%
29 SBRC Hampton Inn - Columbus Leasehold 7,500,000 07/03/98 66.70% 14.26%
30 SBRC Comfort Suites Hotel Leasehold 4,200,000 06/16/98 66.70% 14.26%
31 SBRC Raintree Corporate Center - Phase I Fee Simple 9,975,000 12/02/99 72.95% 66.25%
--------------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio 9,550,000 72.63% 66.48%
32A For Eyes Optical - Hialeah Fee Simple 2,200,000 11/05/99
32B For Eyes Optical - Hialeah 2 Fee Simple 1,500,000 11/05/99
32C For Eyes Optical - Philadelphia 2 Fee Simple 1,250,000 10/28/99
32D For Eyes Optical - Lauderhill Fee Simple 1,030,000 11/21/99
32E For Eyes Optical - Casselberry Fee Simple 950,000 11/11/99
32F For Eyes Optical - Coral Gables Fee Simple 920,000 11/21/99
32G For Eyes Optical - Richmond Fee Simple 635,000 11/19/99
32H For Eyes Optical - Rosemont Fee Simple 575,000 10/28/99
32I For Eyes Optical - Philadelphia Fee Simple 490,000 10/28/99
--------------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park Fee Simple 8,600,000 08/11/99 79.24% 72.01%
34 PW Lake Cook Office Fee Simple 9,600,000 04/01/00 69.73% 63.84%
35 PW Pine Terrace Apartments Fee Simple 8,700,000 01/18/00 74.89% 67.63%
36 SBRC 2265 Ralph Avenue Fee Simple 8,500,000 03/24/99 74.34% 66.69%
37 PW Shoppers Food Warehouse Fee Simple 8,750,000 10/05/99 71.71% 65.16%
38 AMCC Computer Science Corp Building Fee Simple 8,400,000 11/01/99 73.81% 66.51%
39 AMCC Sprint Customer Care Center Fee Simple 8,450,000 12/15/99 73.08% 65.78%
40 ORIX SugarOak Office Retreat Fee Simple 10,000,000 05/01/00 60.94% 54.86%
41 ORIX Dronningens Gade Portfolio Fee Simple 8,300,000 12/04/99 73.03% 67.40%
42 PW 400 Blair Road Fee Simple 7,500,000 02/04/00 79.97% 72.19%
43 PW 14 Jewel Drive Fee Simple 7,250,000 07/01/99 79.13% 71.98%
44 SBRC Brookwood Square Shopping Center Fee Simple 9,500,000 05/18/99 59.32% 49.70%
--------------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio 7,800,000 70.30% 63.94%
45A 87 Concord Road Fee Simple 3,750,000 07/01/99
45B 7 Lopez Road Fee Simple 4,050,000 07/01/99
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 211
LOAN BALANCE AND PROPERTY APPRAISED VALUE INFORMATION
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME CUT-OFF DATE % OF TOTAL ALLOCATED ALLOCATED %
NUMBER LOAN SELLER BALANCE CUT-OFF DATE CUT-OFF DATE OF TOTAL
BALANCE BALANCE CUT-OFF DATE
BALANCE
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 5,419,369.03 0.69% 5,419,369.03 0.69%
47 SBRC Sorrento Glen 5,414,016.97 0.69% 5,414,016.97 0.69%
48 SBRC Melrose Plaza 5,321,889.11 0.68% 5,321,889.11 0.68%
49 ORIX Bayshore Executive Plaza 5,276,287.12 0.67% 5,276,287.12 0.67%
50 SBRC Gates Park Crossing Apartments 5,224,150.33 0.67% 5,224,150.33 0.67%
51 PW Days Inn Fort Wright 1,788,064.63 0.23% 1,788,064.63 0.23%
52 PW Days Inn Frankfort 2,197,321.93 0.28% 2,197,321.93 0.28%
53 PW Days Inn Shepherdsville 1,183,922.90 0.15% 1,183,922.90 0.15%
54 SBRC Fairgrounds Mobile Estates 5,033,877.38 0.64% 5,033,877.38 0.64%
55 ORIX Lyrewood Pointe Apartments 5,018,357.80 0.64% 5,018,357.80 0.64%
56 SBRC The Market at Summer Oaks 4,988,120.47 0.64% 4,988,120.47 0.64%
57 SBRC Cambridge Village Apartments 4,936,494.47 0.63% 4,936,494.47 0.63%
58 ORIX Park Square Court 4,922,475.71 0.63% 4,922,475.71 0.63%
59 SBRC Princess Anne Marketplace 4,378,676.28 0.56% 4,378,676.28 0.56%
60 SBRC Pinon Trails Apartments 4,271,662.87 0.54% 4,271,662.87 0.54%
61 PW Cayuga Village Mobile Home Park 4,235,847.37 0.54% 4,235,847.37 0.54%
62 SBRC 500 South Salina Street 4,191,568.05 0.53% 4,191,568.05 0.53%
63 SBRC Kerman Shopping Center 4,127,294.17 0.53% 4,127,294.17 0.53%
64 PW 155 West Street 4,014,098.48 0.51% 4,014,098.48 0.51%
65 AMCC Lexington Kmart 3,947,003.40 0.50% 3,947,003.40 0.50%
66 AMCC Niagara Kmart 3,840,228.14 0.49% 3,840,228.14 0.49%
67 SBRC Beverly Westside 3,707,014.24 0.47% 3,707,014.24 0.47%
68 SBRC Balboa Palms Apartments 1,991,406.70 0.25% 1,991,406.70 0.25%
69 SBRC Tarzana Palms Apartments 1,672,781.59 0.21% 1,672,781.59 0.21%
70 PW 131 Spring Street 3,635,391.35 0.46% 3,635,391.35 0.46%
71 SBRC 1445 Hempstead Turnpike 3,618,097.73 0.46% 3,618,097.73 0.46%
72 PW Jackson Professional 3,598,882.24 0.46% 3,598,882.24 0.46%
73 SBRC Campbell Hill Apartments 3,553,108.45 0.45% 3,553,108.45 0.45%
------------------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio 3,401,525.14 0.43%
74A 377 Ballardvale Street 2,788,951.80 0.36%
74B 315 New Boston Street 612,573.34 0.08%
------------------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center 3,316,711.47 0.42% 3,316,711.47 0.42%
76 ORIX Renner Plaza Office Building 3,243,376.05 0.41% 3,243,376.05 0.41%
------------------------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio 3,195,664.13 0.41%
77A 114-146 Kings Highway East 1,875,754.98 0.24%
77B 1 Maxim Road 1,319,909.15 0.17%
------------------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road 3,191,268.75 0.41% 3,191,268.75 0.41%
79 SBRC Vacaville Town Center 3,164,542.00 0.40% 3,164,542.00 0.40%
80 PW CVS - Dorchester 3,155,510.04 0.40% 3,155,510.04 0.40%
81 PW RPM Warehouse 3,098,919.43 0.39% 3,098,919.43 0.39%
82 PW Deere Road Warehouse Buildings 3,034,181.41 0.39% 3,034,181.41 0.39%
83 SBRC 411-423 East 114th Street 2,991,438.68 0.38% 2,991,438.68 0.38%
84 PW SunTrust Centre 2,956,569.11 0.38% 2,956,569.11 0.38%
85 AMCC Lynnwood Business Center 886,397.18 0.11% 886,397.18 0.11%
86 AMCC Quad 95 2,068,260.32 0.26% 2,068,260.32 0.26%
87 SBRC Independence Court Apartments 2,787,969.36 0.36% 2,787,969.36 0.36%
88 SBRC 5601 Merrick Road 2,701,471.06 0.34% 2,701,471.06 0.34%
89 SBRC Pinnacle Warehouse 2,685,943.35 0.34% 2,685,943.35 0.34%
90 SBRC 300 Wildwood Avenue 2,684,825.00 0.34% 2,684,825.00 0.34%
91 PW Congress Professional Center III 2,647,403.20 0.34% 2,647,403.20 0.34%
92 PW Keystone Building 2,643,760.65 0.34% 2,643,760.65 0.34%
93 PW 4621 W. Napoleon 2,633,567.91 0.34% 2,633,567.91 0.34%
94 PW Balboa Pointe Apartments 2,619,596.17 0.33% 2,619,596.17 0.33%
95 SBRC Spartacus Apartments 2,617,493.41 0.33% 2,617,493.41 0.33%
96 SBRC Storage Depot I 2,596,919.00 0.33% 2,596,919.00 0.33%
97 SBRC Village Place Shopping Center 2,579,990.50 0.33% 2,579,990.50 0.33%
98 PW Burke Village Center 2,556,522.79 0.33% 2,556,522.79 0.33%
99 SBRC Tivoli Square Apartments 2,520,752.43 0.32% 2,520,752.43 0.32%
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME ALLOCATED LOAN BALANCE AT CROSS
NUMBER LOAN SELLER CUT-OFF MATURITY / ARD COLLATER-
DATE ALIZED
BALANCE PER (MORTGAGE
UNIT LOAN GROUP)
=====================================================================================================================
<S> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 95.75 4,886,979.04 No
47 SBRC Sorrento Glen 121.95 4,897,972.70 No
48 SBRC Melrose Plaza 333.08 4,788,443.03 No
49 ORIX Bayshore Executive Plaza 55.70 4,714,062.81 No
50 SBRC Gates Park Crossing Apartments 15,735 4,726,586.28 No
51 PW Days Inn Fort Wright 15,548 1,504,070.64 Yes (d)
52 PW Days Inn Frankfort 18,011 1,848,326.59 Yes (d)
53 PW Days Inn Shepherdsville 9,866 995,883.29 Yes (d)
54 SBRC Fairgrounds Mobile Estates 21,605 4,500,543.13 No
55 ORIX Lyrewood Pointe Apartments 23,341 4,548,197.25 No
56 SBRC The Market at Summer Oaks 57.11 4,521,386.57 No
57 SBRC Cambridge Village Apartments 16,238 4,443,632.15 No
58 ORIX Park Square Court 38.54 4,442,823.63 No
59 SBRC Princess Anne Marketplace 164.81 3,966,822.08 No
60 SBRC Pinon Trails Apartments 15,148 3,840,537.55 No
61 PW Cayuga Village Mobile Home Park 9,874 3,871,212.34 No
62 SBRC 500 South Salina Street 28.25 3,794,573.28 No
63 SBRC Kerman Shopping Center 40.54 3,730,042.85 No
64 PW 155 West Street 55.42 3,651,274.53 No
65 AMCC Lexington Kmart 37.25 3,548,667.23 No
66 AMCC Niagara Kmart 36.40 3,452,668.46 No
67 SBRC Beverly Westside 149.60 3,382,676.80 No
68 SBRC Balboa Palms Apartments 39,828 1,781,422.06 Yes (e)
69 SBRC Tarzana Palms Apartments 40,800 1,496,393.58 Yes (e)
70 PW 131 Spring Street 90.88 3,253,563.97 No
71 SBRC 1445 Hempstead Turnpike 133.62 3,245,682.65 No
72 PW Jackson Professional 95.81 3,286,343.12 No
73 SBRC Campbell Hill Apartments 47,375 3,225,177.14 No
---------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio 3,094,070.10 No
74A 377 Ballardvale Street 59.57
74B 315 New Boston Street 48.62
---------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center 66.25 3,014,332.02 No
76 ORIX Renner Plaza Office Building 76.49 2,971,016.11 No
---------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio 2,895,521.27 No
77A 114-146 Kings Highway East 38.16
77B 1 Maxim Road 35.92
---------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road 75.48 2,936,114.41 No
79 SBRC Vacaville Town Center 90.53 2,851,479.98 No
80 PW CVS - Dorchester 333.92 - No
81 PW RPM Warehouse 25.82 2,813,744.87 No
82 PW Deere Road Warehouse Buildings 15.16 2,790,374.90 No
83 SBRC 411-423 East 114th Street 36,931 2,742,668.50 No
84 PW SunTrust Centre 104.48 2,677,138.20 No
85 AMCC Lynnwood Business Center 42.94 731,259.20 Yes (f)
86 AMCC Quad 95 53.06 1,706,274.45 Yes (f)
87 SBRC Independence Court Apartments 42,892 2,493,990.52 No
88 SBRC 5601 Merrick Road 122.68 2,445,421.19 No
89 SBRC Pinnacle Warehouse 49.74 2,432,707.44 No
90 SBRC 300 Wildwood Avenue 47.20 2,421,071.83 No
91 PW Congress Professional Center III 145.98 2,397,341.58 No
92 PW Keystone Building 81.73 2,397,968.22 No
93 PW 4621 W. Napoleon 63.25 2,395,903.20 No
94 PW Balboa Pointe Apartments 36,896 2,366,731.13 No
95 SBRC Spartacus Apartments 15,397 2,332,725.15 No
96 SBRC Storage Depot I 51.40 2,205,776.15 No
97 SBRC Village Place Shopping Center 28.29 2,334,826.67 No
98 PW Burke Village Center 89.23 2,155,923.10 No
99 SBRC Tivoli Square Apartments 35,504 2,273,118.58 No
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME CROSS COLLATER- RELATED RELATED
NUMBER LOAN SELLER ALIZED MORTGAGE (MORTGAGE MORTGAGE LOAN
LOAN GROUP LOAN GROUP) GROUP AGGREGATE
AGGREGATE CUT-OFF CUT-OFF DATE
DATE BALANCE BALANCE
===========================================================================================================================
<S> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 5,419,369 No 5,419,369
47 SBRC Sorrento Glen 5,414,017 No 5,414,017
48 SBRC Melrose Plaza 5,321,889 No 5,321,889
49 ORIX Bayshore Executive Plaza 5,276,287 Yes (c) 25,084,840
50 SBRC Gates Park Crossing Apartments 5,224,150 No 5,224,150
51 PW Days Inn Fort Wright 5,169,309 Yes (k) 5,169,309
52 PW Days Inn Frankfort 5,169,309 Yes (k) 5,169,309
53 PW Days Inn Shepherdsville 5,169,309 Yes (k) 5,169,309
54 SBRC Fairgrounds Mobile Estates 5,033,877 No 5,033,877
55 ORIX Lyrewood Pointe Apartments 5,018,358 No 5,018,358
56 SBRC The Market at Summer Oaks 4,988,120 No 4,988,120
57 SBRC Cambridge Village Apartments 4,936,494 No 4,936,494
58 ORIX Park Square Court 4,922,476 Yes (c) 25,084,840
59 SBRC Princess Anne Marketplace 4,378,676 No 4,378,676
60 SBRC Pinon Trails Apartments 4,271,663 No 4,271,663
61 PW Cayuga Village Mobile Home Park 4,235,847 No 4,235,847
62 SBRC 500 South Salina Street 4,191,568 Yes (j) 5,474,354
63 SBRC Kerman Shopping Center 4,127,294 No 4,127,294
64 PW 155 West Street 4,014,098 Yes (b) 27,446,274
65 AMCC Lexington Kmart 3,947,003 Yes (h) 7,787,232
66 AMCC Niagara Kmart 3,840,228 Yes (h) 7,787,232
67 SBRC Beverly Westside 3,707,014 No 3,707,014
68 SBRC Balboa Palms Apartments 3,664,188 Yes (l) 4,659,892
69 SBRC Tarzana Palms Apartments 3,664,188 Yes (l) 4,659,892
70 PW 131 Spring Street 3,635,391 No 3,635,391
71 SBRC 1445 Hempstead Turnpike 3,618,098 Yes (f) 9,937,378
72 PW Jackson Professional 3,598,882 No 3,598,882
73 SBRC Campbell Hill Apartments 3,553,108 No 3,553,108
---------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio 3,401,525 Yes (b) 27,446,274
74A 377 Ballardvale Street
74B 315 New Boston Street
---------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center 3,316,711 No 3,316,711
76 ORIX Renner Plaza Office Building 3,243,376 No 3,243,376
---------------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio 3,195,664 No 3,195,664
77A 114-146 Kings Highway East
77B 1 Maxim Road
---------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road 3,191,269 No 3,191,269
79 SBRC Vacaville Town Center 3,164,542 No 3,164,542
80 PW CVS - Dorchester 3,155,510 No 3,155,510
81 PW RPM Warehouse 3,098,919 No 3,098,919
82 PW Deere Road Warehouse Buildings 3,034,181 No 3,034,181
83 SBRC 411-423 East 114th Street 2,991,439 No 2,991,439
84 PW SunTrust Centre 2,956,569 No 2,956,569
85 AMCC Lynnwood Business Center 2,954,658 Yes (n) 2,954,658
86 AMCC Quad 95 2,954,658 Yes (n) 2,954,658
87 SBRC Independence Court Apartments 2,787,969 No 2,787,969
88 SBRC 5601 Merrick Road 2,701,471 No 2,701,471
89 SBRC Pinnacle Warehouse 2,685,943 No 2,685,943
90 SBRC 300 Wildwood Avenue 2,684,825 No 2,684,825
91 PW Congress Professional Center III 2,647,403 No 2,647,403
92 PW Keystone Building 2,643,761 No 2,643,761
93 PW 4621 W. Napoleon 2,633,568 No 2,633,568
94 PW Balboa Pointe Apartments 2,619,596 No 2,619,596
95 SBRC Spartacus Apartments 2,617,493 No 2,617,493
96 SBRC Storage Depot I 2,596,919 No 2,596,919
97 SBRC Village Place Shopping Center 2,579,991 No 2,579,991
98 PW Burke Village Center 2,556,523 No 2,556,523
99 SBRC Tivoli Square Apartments 2,520,752 Yes (i) 5,962,512
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME OWNERSHIP APPRAISED APPRAISAL CUT-OFF MATURITY
NUMBER LOAN SELLER INTEREST VALUE DATE DATE LTV DATE / ARD
RATIO LTV RATIO
================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation Fee Simple 7,715,000 06/24/99 70.24% 63.34%
47 SBRC Sorrento Glen Fee Simple 7,470,000 04/01/00 72.48% 65.57%
48 SBRC Melrose Plaza Fee Simple 7,640,000 09/09/99 69.66% 62.68%
49 ORIX Bayshore Executive Plaza Fee Simple 7,100,000 05/05/99 74.31% 66.40%
50 SBRC Gates Park Crossing Apartments Fee Simple 6,600,000 09/02/99 79.15% 71.61%
51 PW Days Inn Fort Wright Fee Simple 2,200,000 05/21/98 73.85% 62.12%
52 PW Days Inn Frankfort Fee Simple 2,700,000 05/20/98 73.85% 62.12%
53 PW Days Inn Shepherdsville Fee Simple 2,100,000 05/21/98 73.85% 62.12%
54 SBRC Fairgrounds Mobile Estates Fee Simple 6,860,000 03/29/99 73.38% 65.61%
55 ORIX Lyrewood Pointe Apartments Fee Simple 6,920,000 07/29/99 72.52% 65.73%
56 SBRC The Market at Summer Oaks Fee Simple 6,550,000 11/15/99 76.15% 69.03%
57 SBRC Cambridge Village Apartments Fee Simple 6,975,000 07/29/99 70.77% 63.71%
58 ORIX Park Square Court Fee Simple 6,900,000 08/03/99 71.34% 64.39%
59 SBRC Princess Anne Marketplace Fee Simple 5,600,000 08/16/99 78.19% 70.84%
60 SBRC Pinon Trails Apartments Fee Simple 5,850,000 05/19/99 73.02% 65.65%
61 PW Cayuga Village Mobile Home Park Fee Simple 6,200,000 10/29/99 68.32% 62.44%
62 SBRC 500 South Salina Street Fee Simple 5,600,000 02/01/00 74.85% 67.76%
63 SBRC Kerman Shopping Center Fee Simple 5,400,000 07/14/99 76.43% 69.07%
64 PW 155 West Street Fee Simple 5,750,000 07/01/99 69.81% 63.50%
65 AMCC Lexington Kmart Fee Simple 5,100,000 10/25/99 77.39% 69.58%
66 AMCC Niagara Kmart Fee Simple 5,000,000 10/20/99 76.80% 69.05%
67 SBRC Beverly Westside Fee Simple 5,300,000 06/09/99 69.94% 63.82%
68 SBRC Balboa Palms Apartments Fee Simple 2,500,000 05/06/99 79.66% 71.26%
69 SBRC Tarzana Palms Apartments Fee Simple 2,100,000 05/06/99 79.66% 71.26%
70 PW 131 Spring Street Fee Simple 12,300,000 08/16/99 29.56% 26.45%
71 SBRC 1445 Hempstead Turnpike Fee Simple 4,900,000 03/24/99 73.84% 66.24%
72 PW Jackson Professional Leasehold 4,500,000 02/11/00 79.98% 73.03%
73 SBRC Campbell Hill Apartments Fee Simple 4,600,000 08/15/99 77.24% 70.11%
--------------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio 4,330,000 78.56% 71.46%
74A 377 Ballardvale Street Fee Simple 3,500,000 07/02/99
74B 315 New Boston Street Fee Simple 830,000 07/01/99
--------------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center Fee Simple 4,250,000 06/03/99 78.04% 70.93%
76 ORIX Renner Plaza Office Building Fee Simple 4,340,000 01/11/00 74.73% 68.46%
--------------------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio 4,050,000 78.91% 71.49%
77A 114-146 Kings Highway East Fee Simple 2,350,000 10/06/99
77B 1 Maxim Road Fee Simple 1,700,000 09/16/99
--------------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road Fee Simple 4,275,000 12/07/99 74.65% 68.68%
79 SBRC Vacaville Town Center Fee Simple 4,800,000 06/10/99 65.93% 59.41%
80 PW CVS - Dorchester Fee Simple 3,700,000 12/17/99 85.28% 0.00%
81 PW RPM Warehouse Fee Simple 3,900,000 04/04/00 79.46% 72.15%
82 PW Deere Road Warehouse Buildings Fee Simple 3,800,000 12/22/99 79.85% 73.43%
83 SBRC 411-423 East 114th Street Fee Simple 4,200,000 10/25/99 71.22% 65.30%
84 PW SunTrust Centre Fee Simple 3,950,000 02/04/00 74.85% 67.78%
85 AMCC Lynnwood Business Center Fee Simple 1,690,000 03/24/00 52.45% 43.27%
86 AMCC Quad 95 Fee Simple 4,090,000 03/24/00 50.57% 41.72%
87 SBRC Independence Court Apartments Fee Simple 3,300,000 05/06/99 84.48% 75.58%
88 SBRC 5601 Merrick Road Fee Simple 3,625,000 03/24/99 74.52% 67.46%
89 SBRC Pinnacle Warehouse Fee Simple 3,700,000 10/14/99 72.59% 65.75%
90 SBRC 300 Wildwood Avenue Fee Simple 3,800,000 09/01/99 70.65% 63.71%
91 PW Congress Professional Center III Fee Simple 3,650,000 02/10/00 72.53% 65.68%
92 PW Keystone Building Fee Simple 3,787,000 02/08/00 69.81% 63.32%
93 PW 4621 W. Napoleon Fee Simple 3,570,000 03/21/00 73.77% 67.11%
94 PW Balboa Pointe Apartments Fee Simple 3,550,000 12/14/99 73.79% 66.67%
95 SBRC Spartacus Apartments Fee Simple 3,350,000 04/07/99 78.13% 69.63%
96 SBRC Storage Depot I Leasehold 4,250,000 10/25/99 61.10% 51.90%
97 SBRC Village Place Shopping Center Fee Simple 3,700,000 02/02/99 69.73% 63.10%
98 PW Burke Village Center Fee Simple 4,000,000 12/14/99 63.91% 53.90%
99 SBRC Tivoli Square Apartments Fee Simple 3,330,000 04/19/99 75.70% 68.26%
</TABLE>
<PAGE> 212
LOAN BALANCE AND PROPERTY APPRAISED VALUE INFORMATION
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME CUT-OFF DATE % OF TOTAL ALLOCATED ALLOCATED %
NUMBER LOAN SELLER BALANCE CUT-OFF DATE CUT-OFF DATE OF TOTAL
BALANCE BALANCE CUT-OFF DATE
BALANCE
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 2,514,420.38 0.32% 2,514,420.38 0.32%
101 SBRC McBee Apartments 2,494,096.00 0.32% 2,494,096.00 0.32%
102 SBRC Golden Sands Apartments 2,476,259.66 0.32% 2,476,259.66 0.32%
103 PW Eckerds - Gloversville 2,409,905.67 0.31% 2,409,905.67 0.31%
104 AMCC Dover Crossing Shopping Center 2,386,868.89 0.30% 2,386,868.89 0.30%
105 AMCC Plainville Crossing 2,368,544.76 0.30% 2,368,544.76 0.30%
106 AMCC Staples - Lawton 2,322,785.64 0.30% 2,322,785.64 0.30%
107 SBRC Boardwalk at Marina Bay 2,311,281.98 0.29% 2,311,281.98 0.29%
108 AMCC Kalevala Village Apartments 2,243,900.14 0.29% 2,243,900.14 0.29%
109 PW CVS - Murfreesboro 2,178,864.95 0.28% 2,178,864.95 0.28%
110 PW La Quinta Gardens 2,153,314.18 0.27% 2,153,314.18 0.27%
111 PW Urban Outfitters Ann Arbor 2,091,390.73 0.27% 2,091,390.73 0.27%
112 AMCC Kolstad Great Dane Warehouse 2,066,955.63 0.26% 2,066,955.63 0.26%
113 PW South Meadows 1,993,702.38 0.25% 1,993,702.38 0.25%
114 AMCC Pederson-Krag Center Building 1,979,853.47 0.25% 1,979,853.47 0.25%
115 SBRC Crosstown Self Storage 1,978,456.78 0.25% 1,978,456.78 0.25%
116 PW Esquire Apartments 1,977,473.60 0.25% 1,977,473.60 0.25%
117 AMCC Rigid Building Systems 1,974,122.27 0.25% 1,974,122.27 0.25%
118 PW Falcon Cove Apartments 1,943,325.41 0.25% 1,943,325.41 0.25%
119 ORIX CountryHouse Residences 1,921,171.19 0.24% 1,921,171.19 0.24%
120 SBRC One Centennial Drive 1,918,677.94 0.24% 1,918,677.94 0.24%
121 SBRC Diplomat Apartments 1,900,471.30 0.24% 1,900,471.30 0.24%
122 PW Avenue J Warehouse 1,896,088.65 0.24% 1,896,088.65 0.24%
123 AMCC Kiely Plaza Shopping Center 1,877,072.55 0.24% 1,877,072.55 0.24%
124 ORIX Miami Gardens Office Center 1,853,330.81 0.24% 1,853,330.81 0.24%
125 PW Texas Tech Office Building 1,842,492.25 0.23% 1,842,492.25 0.23%
126 AMCC The Village Apartments 1,776,439.17 0.23% 1,776,439.17 0.23%
------------------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio 1,711,865.59 0.22%
127A Capital Hills Apartments 326,369.12 0.04%
127B Lyon Manor Apartments 300,466.81 0.04%
127C Silhouette Apartments 1,085,029.66 0.14%
------------------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue 1,696,099.28 0.22% 1,696,099.28 0.22%
129 AMCC Henderson Building 1,669,688.60 0.21% 1,669,688.60 0.21%
130 AMCC Park Plaza 1,649,376.56 0.21% 1,649,376.56 0.21%
131 PW North Park Industrial 1,641,334.27 0.21% 1,641,334.27 0.21%
132 PW Midwood Medical Center 1,618,960.13 0.21% 1,618,960.13 0.21%
133 AMCC Southcenter Strip Retail Center 1,580,643.96 0.20% 1,580,643.96 0.20%
134 AMCC Fair Oaks Office/Retail Bldg 1,580,531.11 0.20% 1,580,531.11 0.20%
135 AMCC Southview Apartments 1,552,732.62 0.20% 1,552,732.62 0.20%
136 SBRC Monaco Apartments 1,541,288.43 0.20% 1,541,288.43 0.20%
137 AMCC Hafner Court Apartments 1,527,283.70 0.19% 1,527,283.70 0.19%
138 AMCC Loma Vista Center 1,488,221.97 0.19% 1,488,221.97 0.19%
139 AMCC Carroll Road Warehouse 1,484,374.93 0.19% 1,484,374.93 0.19%
140 AMCC Sandalwood Apartments 1,478,987.32 0.19% 1,478,987.32 0.19%
142 SBRC Bonhampton Corners 1,447,064.05 0.18% 1,447,064.05 0.18%
143 AMCC Greenway Village Shopping Center 1,428,903.09 0.18% 1,428,903.09 0.18%
144 PW Jupiter Corporate Center 1,393,322.55 0.18% 1,393,322.55 0.18%
145 AMCC Banneker Building 1,390,237.80 0.18% 1,390,237.80 0.18%
146 AMCC 3975 Landmark Street 1,326,620.94 0.17% 1,326,620.94 0.17%
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME ALLOCATED LOAN BALANCE AT CROSS
NUMBER LOAN SELLER CUT-OFF MATURITY / ARD COLLATER-
DATE ALIZED
BALANCE PER (MORTGAGE
UNIT LOAN GROUP)
=====================================================================================================================
<S> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 104.15 2,430,086.87 No
101 SBRC McBee Apartments 23,982 2,261,721.42 No
102 SBRC Golden Sands Apartments 20,636 2,204,819.22 No
103 PW Eckerds - Gloversville 220.93 - No
104 AMCC Dover Crossing Shopping Center 82.53 2,157,132.65 No
105 AMCC Plainville Crossing 51.58 1,856,737.20 No
106 AMCC Staples - Lawton 96.59 2,108,063.10 No
107 SBRC Boardwalk at Marina Bay 61.61 1,948,586.05 No
108 AMCC Kalevala Village Apartments 31,165 1,858,433.15 No
109 PW CVS - Murfreesboro 213.72 - No
110 PW La Quinta Gardens 13,983 1,948,186.43 No
111 PW Urban Outfitters Ann Arbor 92.34 1,919,184.03 No
112 AMCC Kolstad Great Dane Warehouse 41.21 1,417,446.27 No
113 PW South Meadows 50.68 1,829,671.06 No
114 AMCC Pederson-Krag Center Building 67.68 1,639,423.67 No
115 SBRC Crosstown Self Storage 47.11 1,669,310.33 No
116 PW Esquire Apartments 38,028 1,797,549.58 No
117 AMCC Rigid Building Systems 19.36 - No
118 PW Falcon Cove Apartments 21,593 1,772,292.71 No
119 ORIX CountryHouse Residences 60,037 1,644,598.10 No
120 SBRC One Centennial Drive 36.15 1,755,349.21 No
121 SBRC Diplomat Apartments 30,166 1,717,581.33 No
122 PW Avenue J Warehouse 31.60 1,713,062.53 No
123 AMCC Kiely Plaza Shopping Center 78.98 - No
124 ORIX Miami Gardens Office Center 41.91 1,672,115.24 No
125 PW Texas Tech Office Building 61.31 1,672,347.21 No
126 AMCC The Village Apartments 23,071 - No
---------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio 1,563,610.43 No
127A Capital Hills Apartments 19,198
127B Lyon Manor Apartments 16,693
127C Silhouette Apartments 22,605
---------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue 25.03 1,433,047.86 No
129 AMCC Henderson Building 135.61 1,415,496.01 No
130 AMCC Park Plaza 46.73 - No
131 PW North Park Industrial 48.63 1,488,203.91 No
132 PW Midwood Medical Center 85.66 1,368,652.03 No
133 AMCC Southcenter Strip Retail Center 64.89 - No
134 AMCC Fair Oaks Office/Retail Bldg 144.98 1,311,595.06 No
135 AMCC Southview Apartments 20,983 1,276,040.76 No
136 SBRC Monaco Apartments 32,793 1,389,874.67 No
137 AMCC Hafner Court Apartments 19,091 1,167,022.66 No
138 AMCC Loma Vista Center 58.05 1,257,523.66 No
139 AMCC Carroll Road Warehouse 33.27 1,243,622.08 No
140 AMCC Sandalwood Apartments 11,555 - No
142 SBRC Bonhampton Corners 41.50 722,638.17 No
143 AMCC Greenway Village Shopping Center 42.79 1,187,024.93 No
144 PW Jupiter Corporate Center 64.39 1,263,909.07 No
145 AMCC Banneker Building 69.03 1,252,437.71 No
146 AMCC 3975 Landmark Street 41.03 1,025,972.46 No
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME CROSS COLLATER- RELATED RELATED
NUMBER LOAN SELLER ALIZED MORTGAGE (MORTGAGE MORTGAGE LOAN
LOAN GROUP LOAN GROUP) GROUP AGGREGATE
AGGREGATE CUT-OFF CUT-OFF DATE
DATE BALANCE BALANCE
===========================================================================================================================
<S> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 2,514,420 No 2,514,420
101 SBRC McBee Apartments 2,494,096 No 2,494,096
102 SBRC Golden Sands Apartments 2,476,260 No 2,476,260
103 PW Eckerds - Gloversville 2,409,906 Yes (m) 4,588,771
104 AMCC Dover Crossing Shopping Center 2,386,869 No 2,386,869
105 AMCC Plainville Crossing 2,368,545 No 2,368,545
106 AMCC Staples - Lawton 2,322,786 No 2,322,786
107 SBRC Boardwalk at Marina Bay 2,311,282 No 2,311,282
108 AMCC Kalevala Village Apartments 2,243,900 No 2,243,900
109 PW CVS - Murfreesboro 2,178,865 Yes (m) 4,588,771
110 PW La Quinta Gardens 2,153,314 No 2,153,314
111 PW Urban Outfitters Ann Arbor 2,091,391 No 2,091,391
112 AMCC Kolstad Great Dane Warehouse 2,066,956 No 2,066,956
113 PW South Meadows 1,993,702 No 1,993,702
114 AMCC Pederson-Krag Center Building 1,979,853 No 1,979,853
115 SBRC Crosstown Self Storage 1,978,457 No 1,978,457
116 PW Esquire Apartments 1,977,474 No 1,977,474
117 AMCC Rigid Building Systems 1,974,122 No 1,974,122
118 PW Falcon Cove Apartments 1,943,325 No 1,943,325
119 ORIX CountryHouse Residences 1,921,171 No 1,921,171
120 SBRC One Centennial Drive 1,918,678 No 1,918,678
121 SBRC Diplomat Apartments 1,900,471 Yes (i) 5,962,512
122 PW Avenue J Warehouse 1,896,089 No 1,896,089
123 AMCC Kiely Plaza Shopping Center 1,877,073 No 1,877,073
124 ORIX Miami Gardens Office Center 1,853,331 No 1,853,331
125 PW Texas Tech Office Building 1,842,492 No 1,842,492
126 AMCC The Village Apartments 1,776,439 No 1,776,439
---------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio 1,711,866 No 1,711,866
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
---------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue 1,696,099 No 1,696,099
129 AMCC Henderson Building 1,669,689 No 1,669,689
130 AMCC Park Plaza 1,649,377 No 1,649,377
131 PW North Park Industrial 1,641,334 No 1,641,334
132 PW Midwood Medical Center 1,618,960 No 1,618,960
133 AMCC Southcenter Strip Retail Center 1,580,644 No 1,580,644
134 AMCC Fair Oaks Office/Retail Bldg 1,580,531 No 1,580,531
135 AMCC Southview Apartments 1,552,733 No 1,552,733
136 SBRC Monaco Apartments 1,541,288 Yes (i) 5,962,512
137 AMCC Hafner Court Apartments 1,527,284 No 1,527,284
138 AMCC Loma Vista Center 1,488,222 No 1,488,222
139 AMCC Carroll Road Warehouse 1,484,375 No 1,484,375
140 AMCC Sandalwood Apartments 1,478,987 No 1,478,987
142 SBRC Bonhampton Corners 1,447,064 No 1,447,064
143 AMCC Greenway Village Shopping Center 1,428,903 No 1,428,903
144 PW Jupiter Corporate Center 1,393,323 No 1,393,323
145 AMCC Banneker Building 1,390,238 No 1,390,238
146 AMCC 3975 Landmark Street 1,326,621 No 1,326,621
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME OWNERSHIP APPRAISED APPRAISAL CUT-OFF MATURITY
NUMBER LOAN SELLER INTEREST VALUE DATE DATE LTV DATE / ARD
RATIO LTV RATIO
================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre Fee Simple 3,500,000 11/01/99 71.84% 69.43%
101 SBRC McBee Apartments Fee Simple 3,600,000 01/05/00 69.28% 62.83%
102 SBRC Golden Sands Apartments Fee Simple 3,190,000 04/07/99 77.63% 69.12%
103 PW Eckerds - Gloversville Fee Simple 3,110,000 01/05/00 77.49% 0.00%
104 AMCC Dover Crossing Shopping Center Fee Simple 3,325,000 10/01/99 71.79% 64.88%
105 AMCC Plainville Crossing Fee Simple 3,600,000 04/13/99 65.79% 51.58%
106 AMCC Staples - Lawton Fee Simple 3,350,000 02/29/00 69.34% 62.93%
107 SBRC Boardwalk at Marina Bay Fee Simple 3,950,000 05/21/99 58.51% 49.33%
108 AMCC Kalevala Village Apartments Fee Simple 3,100,000 03/15/99 72.38% 59.95%
109 PW CVS - Murfreesboro Fee Simple 2,650,000 02/03/00 82.22% 0.00%
110 PW La Quinta Gardens Fee Simple 2,900,000 06/18/99 74.25% 67.18%
111 PW Urban Outfitters Ann Arbor Fee Simple 3,630,000 04/09/99 57.61% 52.87%
112 AMCC Kolstad Great Dane Warehouse Fee Simple 2,860,000 11/01/99 72.27% 49.56%
113 PW South Meadows Fee Simple 3,700,000 10/01/99 53.88% 49.45%
114 AMCC Pederson-Krag Center Building Fee Simple 3,700,000 07/27/99 53.51% 44.31%
115 SBRC Crosstown Self Storage Fee Simple 3,300,000 06/05/99 59.95% 50.59%
116 PW Esquire Apartments Fee Simple 2,600,000 08/03/99 76.06% 69.14%
117 AMCC Rigid Building Systems Fee Simple 4,000,000 11/05/99 49.35% 0.00%
118 PW Falcon Cove Apartments Fee Simple 2,500,000 12/02/99 77.73% 70.89%
119 ORIX CountryHouse Residences Fee Simple 2,920,000 09/16/99 65.79% 56.32%
120 SBRC One Centennial Drive Fee Simple 2,600,000 09/30/99 73.80% 67.51%
121 SBRC Diplomat Apartments Fee Simple 2,880,000 04/19/99 65.99% 59.64%
122 PW Avenue J Warehouse Fee Simple 2,550,000 01/12/00 74.36% 67.18%
123 AMCC Kiely Plaza Shopping Center Fee Simple 3,150,000 08/25/99 59.59% 0.00%
124 ORIX Miami Gardens Office Center Fee Simple 2,475,000 02/29/00 74.88% 67.56%
125 PW Texas Tech Office Building Fee Simple 2,700,000 09/20/99 68.24% 61.94%
126 AMCC The Village Apartments Fee Simple 2,800,000 07/20/99 63.44% 0.00%
--------------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio 2,165,000 79.07% 72.22%
127A Capital Hills Apartments Fee Simple 425,000 11/02/99
127B Lyon Manor Apartments Fee Simple 420,000 11/02/99
127C Silhouette Apartments Fee Simple 1,320,000 11/02/99
--------------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue Fee Simple 2,300,000 11/22/99 73.74% 62.31%
129 AMCC Henderson Building Fee Simple 2,780,000 01/17/00 60.06% 50.92%
130 AMCC Park Plaza Fee Simple 5,070,000 06/01/00 32.53% 0.00%
131 PW North Park Industrial Fee Simple 2,200,000 07/01/99 74.61% 67.65%
132 PW Midwood Medical Center Fee Simple 3,000,000 08/10/99 53.97% 45.62%
133 AMCC Southcenter Strip Retail Center Leasehold 4,000,000 09/01/98 39.52% 0.00%
134 AMCC Fair Oaks Office/Retail Bldg Fee Simple 2,900,000 06/01/99 54.50% 45.23%
135 AMCC Southview Apartments Fee Simple 2,130,000 04/27/99 72.90% 59.91%
136 SBRC Monaco Apartments Fee Simple 2,290,000 04/19/99 67.31% 60.69%
137 AMCC Hafner Court Apartments Fee Simple 2,150,000 10/27/99 71.04% 54.28%
138 AMCC Loma Vista Center Fee Simple 2,200,000 08/10/99 67.65% 57.16%
139 AMCC Carroll Road Warehouse Fee Simple 2,935,000 05/25/99 50.57% 42.37%
140 AMCC Sandalwood Apartments Fee Simple 2,400,000 06/22/00 61.62% 0.00%
142 SBRC Bonhampton Corners Fee Simple 3,000,000 05/26/99 48.24% 24.09%
143 AMCC Greenway Village Shopping Center Fee Simple 2,600,000 03/23/00 54.96% 45.65%
144 PW Jupiter Corporate Center Fee Simple 2,120,000 09/07/99 65.72% 59.62%
145 AMCC Banneker Building Fee Simple 2,160,000 06/22/99 64.36% 57.98%
146 AMCC 3975 Landmark Street Fee Simple 2,245,000 05/26/00 59.09% 45.70%
</TABLE>
<PAGE> 213
LOAN BALANCE AND PROPERTY APPRAISED VALUE INFORMATION
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME CUT-OFF DATE % OF TOTAL ALLOCATED ALLOCATED %
NUMBER LOAN SELLER BALANCE CUT-OFF DATE CUT-OFF DATE OF TOTAL
BALANCE BALANCE CUT-OFF DATE
BALANCE
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
147 PW Carrington Heights & Plaza Apts Portfolio 1,325,826.44 0.17%
147A Carrington Heights Apartments 562,781.42 0.07%
147B Plaza Apartments 763,045.02 0.10%
------------------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building 1,318,223.48 0.17% 1,318,223.48 0.17%
------------------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio 1,298,182.03 0.17%
149A Pond Street Apartments 635,632.86 0.08%
149B North Court Apartments 662,549.17 0.08%
------------------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center 1,282,786.19 0.16% 1,282,786.19 0.16%
151 PW Paradise Palm Mobile Home Park 1,274,215.48 0.16% 1,274,215.48 0.16%
152 AMCC Kennewick Square 1,266,281.70 0.16% 1,266,281.70 0.16%
153 AMCC Party City 1,251,703.15 0.16% 1,251,703.15 0.16%
154 AMCC Blue Devils Building 1,248,696.32 0.16% 1,248,696.32 0.16%
155 AMCC Schuck's Retail Center 1,248,616.01 0.16% 1,248,616.01 0.16%
156 AMCC Northwood Estates 1,244,639.28 0.16% 1,244,639.28 0.16%
157 AMCC Miramar Commerce Center 1,240,126.61 0.16% 1,240,126.61 0.16%
158 AMCC South Bay Industrial 1,235,138.19 0.16% 1,235,138.19 0.16%
159 AMCC Bloomfield Center 1,217,630.26 0.16% 1,217,630.26 0.16%
160 AMCC Park Willow Apartments 1,199,830.71 0.15% 1,199,830.71 0.15%
161 AMCC Belmond Center 1,193,707.86 0.15% 1,193,707.86 0.15%
162 AMCC Riverwood Apartments 1,174,345.77 0.15% 1,174,345.77 0.15%
163 PW 85 Second Avenue 1,146,069.24 0.15% 1,146,069.24 0.15%
164 AMCC PGE Buildings 1,113,460.12 0.14% 1,113,460.12 0.14%
165 AMCC Carroll Canyon Road Industrial Condos 1,109,656.11 0.14% 1,109,656.11 0.14%
166 AMCC Myrex Manufacturing Plant & Corporate Offices 1,108,351.17 0.14% 1,108,351.17 0.14%
167 PW St. James Apartments 1,096,025.58 0.14% 1,096,025.58 0.14%
168 AMCC Walnut Creek Shopping Center 1,092,922.29 0.14% 1,092,922.29 0.14%
169 AMCC Quail Hollow Mini Storage 1,085,992.10 0.14% 1,085,992.10 0.14%
170 PW CVS - Lowell 1,081,816.17 0.14% 1,081,816.17 0.14%
171 AMCC Freeway Industries Center 1,076,253.78 0.14% 1,076,253.78 0.14%
172 AMCC AT&T Building 1,074,564.71 0.14% 1,074,564.71 0.14%
173 AMCC PBR III 1,031,555.10 0.13% 1,031,555.10 0.13%
174 PW Ivory Garden Apartments 1,022,612.52 0.13% 1,022,612.52 0.13%
175 AMCC Knoxville Square 1,017,191.23 0.13% 1,017,191.23 0.13%
176 SBRC Parthenia Garden Apartments 995,703.31 0.13% 995,703.31 0.13%
177 AMCC Larkfield Road Office Building 983,112.01 0.13% 983,112.01 0.13%
178 AMCC Kings Kourt Apartments 978,514.74 0.12% 978,514.74 0.12%
179 AMCC Philomath Self-Storage 974,736.23 0.12% 974,736.23 0.12%
180 AMCC Aztec Building 926,514.32 0.12% 926,514.32 0.12%
181 AMCC Stone Mountain Carpet Mill Outlet 922,364.01 0.12% 922,364.01 0.12%
182 PW 10 Jewel Drive 921,350.15 0.12% 921,350.15 0.12%
183 AMCC Williams Road Office Building 918,706.48 0.12% 918,706.48 0.12%
184 AMCC Wheeling Service Center 918,553.36 0.12% 918,553.36 0.12%
185 AMCC 650 New Road Office Building 912,987.60 0.12% 912,987.60 0.12%
186 PW Pine Street Apartments 910,725.97 0.12% 910,725.97 0.12%
187 AMCC The Certex Building 893,858.92 0.11% 893,858.92 0.11%
188 AMCC Pheasant Run Shopping Center 831,321.33 0.11% 831,321.33 0.11%
189 AMCC Runnin' Rebel Plaza 830,942.36 0.11% 830,942.36 0.11%
190 AMCC Vic Huber Photography Building 821,182.92 0.10% 821,182.92 0.10%
191 AMCC Hollywood Video-Westland 808,448.77 0.10% 808,448.77 0.10%
192 PW Reading Business Center 804,312.67 0.10% 804,312.67 0.10%
193 AMCC National Die & Button Mould Company 784,288.74 0.10% 784,288.74 0.10%
194 AMCC Metropolitan Square Shopping Center 782,839.98 0.10% 782,839.98 0.10%
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME ALLOCATED LOAN BALANCE AT CROSS
NUMBER LOAN SELLER CUT-OFF MATURITY / ARD COLLATER-
DATE ALIZED
BALANCE PER (MORTGAGE
UNIT LOAN GROUP)
=====================================================================================================================
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------
147 PW Carrington Heights & Plaza Apts Portfolio 1,125,452.20 No
147A Carrington Heights Apartments 14,070
147B Plaza Apartments 16,235
---------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building 49.43 1,096,484.68 No
---------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio 1,173,628.76 No
149A Pond Street Apartments 21,188
149B North Court Apartments 23,662
---------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center 46.74 1,078,092.68 No
151 PW Paradise Palm Mobile Home Park 19,910 1,160,816.86 No
152 AMCC Kennewick Square 43.78 1,046,503.50 No
153 AMCC Party City 104.31 969,258.19 No
154 AMCC Blue Devils Building 55.50 - No
155 AMCC Schuck's Retail Center 105.55 1,048,020.62 No
156 AMCC Northwood Estates 16,819 1,124,770.11 No
157 AMCC Miramar Commerce Center 32.75 901,331.56 No
158 AMCC South Bay Industrial 36.81 1,039,757.47 No
159 AMCC Bloomfield Center 80.80 998,317.43 No
160 AMCC Park Willow Apartments 24,996 1,004,561.27 No
161 AMCC Belmond Center 46.73 - No
162 AMCC Riverwood Apartments 23,487 - No
163 PW 85 Second Avenue 446.81 1,059,750.62 No
164 AMCC PGE Buildings 33.94 - No
165 AMCC Carroll Canyon Road Industrial Condos 40.23 924,158.65 No
166 AMCC Myrex Manufacturing Plant & Corporate Offices 13.73 - No
167 PW St. James Apartments 45,668 995,288.40 No
168 AMCC Walnut Creek Shopping Center 107.67 991,030.50 No
169 AMCC Quail Hollow Mini Storage 26.26 917,392.09 No
170 PW CVS - Lowell 123.28 988,123.13 No
171 AMCC Freeway Industries Center 20.31 - No
172 AMCC AT&T Building 35.01 879,858.09 No
173 AMCC PBR III 31.45 855,795.49 No
174 PW Ivory Garden Apartments 20,870 926,566.81 No
175 AMCC Knoxville Square 99.94 643,450.78 No
176 SBRC Parthenia Garden Apartments 22,630 890,710.12 No
177 AMCC Larkfield Road Office Building 50.93 780,150.11 No
178 AMCC Kings Kourt Apartments 23,298 817,460.32 No
179 AMCC Philomath Self-Storage 24.16 808,698.36 No
180 AMCC Aztec Building 30.48 - No
181 AMCC Stone Mountain Carpet Mill Outlet 30.15 - No
182 PW 10 Jewel Drive 37.53 838,071.70 No
183 AMCC Williams Road Office Building 95.70 769,014.02 No
184 AMCC Wheeling Service Center 7.57 - No
185 AMCC 650 New Road Office Building 90.22 769,279.62 No
186 PW Pine Street Apartments 75,894 768,915.24 No
187 AMCC The Certex Building 44.25 - No
188 AMCC Pheasant Run Shopping Center 42.62 608,014.01 No
189 AMCC Runnin' Rebel Plaza 29.78 - No
190 AMCC Vic Huber Photography Building 60.45 694,114.02 No
191 AMCC Hollywood Video-Westland 107.79 676,407.58 No
192 PW Reading Business Center 13.24 735,074.91 No
193 AMCC National Die & Button Mould Company 30.46 576,263.32 No
194 AMCC Metropolitan Square Shopping Center 25.33 - No
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME CROSS COLLATER- RELATED RELATED
NUMBER LOAN SELLER ALIZED MORTGAGE (MORTGAGE MORTGAGE LOAN
LOAN GROUP LOAN GROUP) GROUP AGGREGATE
AGGREGATE CUT-OFF CUT-OFF DATE
DATE BALANCE BALANCE
===========================================================================================================================
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
147 PW Carrington Heights & Plaza Apts Portfolio 1,325,826 No 1,325,826
147A Carrington Heights Apartments
147B Plaza Apartments
---------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building 1,318,223 No 1,318,223
---------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio 1,298,182 No 1,298,182
149A Pond Street Apartments
149B North Court Apartments
---------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center 1,282,786 Yes(j) 5,474,354
151 PW Paradise Palm Mobile Home Park 1,274,215 No 1,274,215
152 AMCC Kennewick Square 1,266,282 No 1,266,282
153 AMCC Party City 1,251,703 No 1,251,703
154 AMCC Blue Devils Building 1,248,696 No 1,248,696
155 AMCC Schuck's Retail Center 1,248,616 No 1,248,616
156 AMCC Northwood Estates 1,244,639 No 1,244,639
157 AMCC Miramar Commerce Center 1,240,127 No 1,240,127
158 AMCC South Bay Industrial 1,235,138 No 1,235,138
159 AMCC Bloomfield Center 1,217,630 No 1,217,630
160 AMCC Park Willow Apartments 1,199,831 No 1,199,831
161 AMCC Belmond Center 1,193,708 No 1,193,708
162 AMCC Riverwood Apartments 1,174,346 No 1,174,346
163 PW 85 Second Avenue 1,146,069 No 1,146,069
164 AMCC PGE Buildings 1,113,460 No 1,113,460
165 AMCC Carroll Canyon Road Industrial Condos 1,109,656 No 1,109,656
166 AMCC Myrex Manufacturing Plant & Corporate Offices 1,108,351 No 1,108,351
167 PW St. James Apartments 1,096,026 No 1,096,026
168 AMCC Walnut Creek Shopping Center 1,092,922 No 1,092,922
169 AMCC Quail Hollow Mini Storage 1,085,992 No 1,085,992
170 PW CVS - Lowell 1,081,816 No 1,081,816
171 AMCC Freeway Industries Center 1,076,254 No 1,076,254
172 AMCC AT&T Building 1,074,565 No 1,074,565
173 AMCC PBR III 1,031,555 No 1,031,555
174 PW Ivory Garden Apartments 1,022,613 No 1,022,613
175 AMCC Knoxville Square 1,017,191 No 1,017,191
176 SBRC Parthenia Garden Apartments 995,703 Yes(l) 4,659,892
177 AMCC Larkfield Road Office Building 983,112 No 983,112
178 AMCC Kings Kourt Apartments 978,515 No 978,515
179 AMCC Philomath Self-Storage 974,736 No 974,736
180 AMCC Aztec Building 926,514 No 926,514
181 AMCC Stone Mountain Carpet Mill Outlet 922,364 No 922,364
182 PW 10 Jewel Drive 921,350 Yes(b) 27,446,274
183 AMCC Williams Road Office Building 918,706 No 918,706
184 AMCC Wheeling Service Center 918,553 No 918,553
185 AMCC 650 New Road Office Building 912,988 No 912,988
186 PW Pine Street Apartments 910,726 No 910,726
187 AMCC The Certex Building 893,859 No 893,859
188 AMCC Pheasant Run Shopping Center 831,321 No 831,321
189 AMCC Runnin' Rebel Plaza 830,942 No 830,942
190 AMCC Vic Huber Photography Building 821,183 No 821,183
191 AMCC Hollywood Video-Westland 808,449 No 808,449
192 PW Reading Business Center 804,313 No 804,313
193 AMCC National Die & Button Mould Company 784,289 No 784,289
194 AMCC Metropolitan Square Shopping Center 782,840 No 782,840
</TABLE>
<TABLE>
<CAPTION>
CONTROL MORTGAGE LOAN / PROPERTY NAME OWNERSHIP APPRAISED APPRAISAL CUT-OFF MATURITY
NUMBER LOAN SELLER INTEREST VALUE DATE DATE LTV DATE / ARD
RATIO LTV RATIO
================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------------------
147 PW Carrington Heights & Plaza Apts Portfolio 1,825,000 72.65% 61.67%
147A Carrington Heights Apartments Fee Simple 725,000 01/19/00
147B Plaza Apartments Fee Simple 1,100,000 01/19/00
--------------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building Fee Simple 2,100,000 03/08/00 62.77% 52.21%
--------------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio 1,900,000 68.33% 61.77%
149A Pond Street Apartments Fee Simple 950,000 02/04/00
149B North Court Apartments Fee Simple 950,000 02/04/00
--------------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center Fee Simple 2,200,000 03/19/99 58.31% 49.00%
151 PW Paradise Palm Mobile Home Park Fee Simple 1,600,000 06/30/99 79.64% 72.55%
152 AMCC Kennewick Square Fee Simple 1,800,000 05/30/00 70.35% 58.14%
153 AMCC Party City Fee Simple 2,060,000 06/20/00 60.76% 47.05%
154 AMCC Blue Devils Building Fee Simple 2,780,000 05/24/00 44.92% 0.00%
155 AMCC Schuck's Retail Center Fee Simple 1,950,000 05/30/00 64.03% 53.74%
156 AMCC Northwood Estates Fee Simple 1,750,000 09/01/99 71.12% 64.27%
157 AMCC Miramar Commerce Center Fee Simple 2,400,000 06/19/00 51.67% 37.56%
158 AMCC South Bay Industrial Fee Simple 1,900,000 04/02/99 65.01% 54.72%
159 AMCC Bloomfield Center Fee Simple 1,800,000 08/05/98 67.65% 55.46%
160 AMCC Park Willow Apartments Fee Simple 1,685,000 08/24/99 71.21% 59.62%
161 AMCC Belmond Center Fee Simple 2,830,000 03/24/00 42.18% 0.00%
162 AMCC Riverwood Apartments Fee Simple 1,600,000 02/22/99 73.40% 0.00%
163 PW 85 Second Avenue Fee Simple 1,600,000 09/22/99 71.63% 66.23%
164 AMCC PGE Buildings Fee Simple 2,120,000 03/21/00 52.52% 0.00%
165 AMCC Carroll Canyon Road Industrial Condos Fee Simple 1,830,000 06/14/00 60.64% 50.50%
166 AMCC Myrex Manufacturing Plant & Corporate Offices Fee Simple 2,235,000 02/02/00 49.59% 0.00%
167 PW St. James Apartments Fee Simple 1,450,000 09/09/99 75.59% 68.64%
168 AMCC Walnut Creek Shopping Center Fee Simple 1,500,000 05/24/99 72.86% 66.07%
169 AMCC Quail Hollow Mini Storage Fee Simple 1,625,000 04/26/99 66.83% 56.45%
170 PW CVS - Lowell Fee Simple 1,500,000 01/24/00 72.12% 65.87%
171 AMCC Freeway Industries Center Fee Simple 1,820,000 09/08/98 59.13% 0.00%
172 AMCC AT&T Building Fee Simple 2,225,000 06/26/00 48.30% 39.54%
173 AMCC PBR III Fee Simple 1,900,000 03/30/00 54.29% 45.04%
174 PW Ivory Garden Apartments Fee Simple 1,280,000 02/04/00 79.89% 72.39%
175 AMCC Knoxville Square Fee Simple 1,565,000 05/23/00 65.00% 41.12%
176 SBRC Parthenia Garden Apartments Fee Simple 1,200,000 05/06/99 82.98% 74.23%
177 AMCC Larkfield Road Office Building Fee Simple 1,600,000 03/13/00 61.44% 48.76%
178 AMCC Kings Kourt Apartments Fee Simple 1,325,000 07/15/99 73.85% 61.70%
179 AMCC Philomath Self-Storage Fee Simple 1,710,000 05/30/00 57.00% 47.29%
180 AMCC Aztec Building Fee Simple 1,775,000 01/28/00 52.20% 0.00%
181 AMCC Stone Mountain Carpet Mill Outlet Fee Simple 1,980,000 01/31/00 46.58% 0.00%
182 PW 10 Jewel Drive Fee Simple 1,540,000 07/01/99 59.83% 54.42%
183 AMCC Williams Road Office Building Fee Simple 1,375,000 04/28/98 66.82% 55.93%
184 AMCC Wheeling Service Center Fee Simple 4,150,000 06/30/00 22.13% 0.00%
185 AMCC 650 New Road Office Building Fee Simple 1,350,000 02/10/99 67.63% 56.98%
186 PW Pine Street Apartments Fee Simple 1,400,000 07/06/99 65.05% 54.92%
187 AMCC The Certex Building Fee Simple 1,940,000 04/03/00 46.08% 0.00%
188 AMCC Pheasant Run Shopping Center Fee Simple 1,400,000 04/20/99 59.38% 43.43%
189 AMCC Runnin' Rebel Plaza Fee Simple 2,840,000 01/31/00 29.26% 0.00%
190 AMCC Vic Huber Photography Building Fee Simple 1,175,000 01/28/99 69.89% 59.07%
191 AMCC Hollywood Video-Westland Fee Simple 1,200,000 01/15/99 67.37% 56.37%
192 PW Reading Business Center Fee Simple 1,100,000 08/19/99 73.12% 66.82%
193 AMCC National Die & Button Mould Company Fee Simple 1,350,000 04/19/99 58.10% 42.69%
194 AMCC Metropolitan Square Shopping Center Fee Simple 2,530,000 05/22/00 30.94% 0.00%
</TABLE>
<PAGE> 214
GENERAL LOAN INFORMATION
<TABLE>
<CAPTION>
MORTGAGE ADMIN- NET
CONTROL LOAN ORIGINAL MORTGAGE ISTRATIVE MORTGAGE
NUMBER SELLER LOAN / PROPERTY NAME BALANCE RATE FEE RATE RATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 31,700,000 7.8000% 0.0625% 7.7375%
2 PW 1615 Poydras Street 29,200,000 8.4500% 0.0525% 8.3975%
3 ORIX Medical Mutual of Ohio Office Building - Toledo 14,700,000 8.6200% 0.0425% 8.5775%
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 5,100,000 8.6200% 0.0550% 8.5650%
5 PW Diplomat Centre 19,300,000 8.4500% 0.0525% 8.3975%
6 SBRC Western Plaza II Shopping Center 19,200,000 8.1700% 0.0525% 8.1175%
7 SBRC Metatec Building 19,000,000 8.2000% 0.0625% 8.1375%
8 SBRC Red Lion Shopping Center 17,000,000 8.8600% 0.0525% 8.8075%
9 PW Diamond Point Plaza 15,300,000 8.8900% 0.0525% 8.8375%
10 PW Mount Vernon Medical Office Building 15,250,000 8.2400% 0.0525% 8.1875%
11 ORIX 250 Plaza Office Building 15,000,000 7.6700% 0.0425% 7.6275%
12 PW 110 Greenwich Street 14,400,000 8.4300% 0.0525% 8.3775%
13 PW San Fernando Professional Buildings Portfolio 14,100,000 9.1000% 0.0525% 9.0475%
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
14 PW 3200 Regatta Boulevard 12,600,000 8.8000% 0.0525% 8.7475%
15 AMCC Senter Road Industrial Property 12,600,000 7.9000% 0.0525% 7.8475%
16 AMCC Scottsdale Gateway II 11,895,000 8.3500% 0.0525% 8.2975%
17 PW Kmart Plaza 8,610,000 8.6400% 0.0525% 8.5875%
18 PW Miracle Mile Shopping Center 1,495,000 8.7700% 0.0525% 8.7175%
19 PW North Country Plaza 1,565,000 8.7400% 0.0525% 8.6875%
20 SBRC Fountain Oaks 11,500,000 8.0600% 0.0975% 7.9625%
21 SBRC Park Central Office Development 11,150,000 8.0300% 0.0925% 7.9375%
22 SBRC McCormick Place Office Park 10,512,000 8.4400% 0.0525% 8.3875%
23 SBRC One Michigan Avenue 9,850,000 8.2300% 0.0525% 8.1775%
24 ORIX Distribution Services Limited 9,750,000 8.1700% 0.0425% 8.1275%
25 SBRC St. Joseph Professional Building 8,500,000 8.2500% 0.1125% 8.1375%
26 SBRC Penns Plaza 8,172,000 8.3800% 0.0525% 8.3275%
27 SBRC Airport Plaza Office Center - Phase 1 8,100,000 7.8500% 0.1125% 7.7375%
28 PW 375 Ballardvale Street 7,920,000 8.5500% 0.0525% 8.4975%
29 SBRC Hampton Inn - Columbus 6,000,000 7.2600% 0.0525% 7.2075%
30 SBRC Comfort Suites Hotel 2,080,000 7.2600% 0.0525% 7.2075%
31 SBRC Raintree Corporate Center - Phase I 7,300,000 8.5300% 0.1125% 8.4175%
32 SBRC For Eyes Optical Portfolio 6,950,000 8.9300% 0.1475% 8.7825%
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park 6,850,000 8.4500% 0.0525% 8.3975%
34 PW Lake Cook Office 6,700,000 9.0000% 0.0525% 8.9475%
35 PW Pine Terrace Apartments 6,525,000 8.3500% 0.0525% 8.2975%
36 SBRC 2265 Ralph Avenue 6,375,000 7.7500% 0.0525% 7.6975%
37 PW Shoppers Food Warehouse 6,300,000 8.5000% 0.0525% 8.4475%
38 AMCC Computer Science Corp Building 6,225,000 8.1500% 0.0525% 8.0975%
39 AMCC Sprint Customer Care Center 6,200,000 8.1000% 0.0525% 8.0475%
40 ORIX SugarOak Office Retreat 6,100,000 8.2400% 0.0550% 8.1850%
41 ORIX Dronningens Gade Portfolio 6,077,000 9.3100% 0.0550% 9.2550%
42 PW 400 Blair Road 6,000,000 8.3800% 0.0525% 8.3275%
43 PW 14 Jewel Drive 5,760,000 8.5500% 0.0525% 8.4975%
44 SBRC Brookwood Square Shopping Center 5,700,000 8.1600% 0.0525% 8.1075%
45 PW 87 Concord & 7 Lopez Portfolio 5,505,000 8.5500% 0.0525% 8.4975%
45A 87 Concord Road
45B 7 Lopez Road
</TABLE>
<TABLE>
<CAPTION>
INTEREST
CONTROL MORTGAGE RATE ACCRUAL LOAN NOTE
NUMBER LOAN SELLER LOAN / PROPERTY NAME TYPE METHOD TYPE DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza Fixed Actual/360 ARD 08/13/99
2 PW 1615 Poydras Street Fixed Actual/360 ARD 04/07/00
3 ORIX Medical Mutual of Ohio Office Building - Toledo Fixed Actual/360 Balloon 03/28/00
4 ORIX Medical Mutual of Ohio Office Building - Beachwood Fixed Actual/360 Balloon 03/28/00
5 PW Diplomat Centre Fixed Actual/360 Balloon 05/04/00
6 SBRC Western Plaza II Shopping Center Fixed Actual/360 ARD 06/15/99
7 SBRC Metatec Building Fixed Actual/360 Balloon 07/28/99
8 SBRC Red Lion Shopping Center Fixed Actual/360 Balloon 02/08/00
9 PW Diamond Point Plaza Fixed Actual/360 Balloon 06/02/00
10 PW Mount Vernon Medical Office Building Fixed Actual/360 Balloon 06/29/00
11 ORIX 250 Plaza Office Building Fixed Actual/360 Balloon 07/12/99
12 PW 110 Greenwich Street Fixed Actual/360 Balloon 05/12/00
13 PW San Fernando Professional Buildings Portfolio Fixed Actual/360 Balloon 05/22/00
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
14 PW 3200 Regatta Boulevard Fixed Actual/360 Balloon 12/27/99
15 AMCC Senter Road Industrial Property Fixed Actual/360 Balloon 11/30/99
16 AMCC Scottsdale Gateway II Fixed Actual/360 Balloon 12/28/99
17 PW Kmart Plaza Fixed Actual/360 Balloon 06/30/00
18 PW Miracle Mile Shopping Center Fixed Actual/360 Balloon 06/30/00
19 PW North Country Plaza Fixed Actual/360 Balloon 06/30/00
20 SBRC Fountain Oaks Fixed Actual/360 Balloon 08/30/99
21 SBRC Park Central Office Development Fixed Actual/360 Balloon 08/23/99
22 SBRC McCormick Place Office Park Fixed Actual/360 Balloon 03/02/00
23 SBRC One Michigan Avenue Fixed Actual/360 Balloon 12/28/99
24 ORIX Distribution Services Limited Fixed Actual/360 Balloon 10/15/99
25 SBRC St. Joseph Professional Building Fixed Actual/360 Balloon 08/06/99
26 SBRC Penns Plaza Fixed Actual/360 Balloon 12/03/99
27 SBRC Airport Plaza Office Center - Phase 1 Fixed Actual/360 Balloon 07/15/99
28 PW 375 Ballardvale Street Fixed Actual/360 Balloon 11/12/99
29 SBRC Hampton Inn - Columbus Fixed Actual/360 Balloon 09/04/98
30 SBRC Comfort Suites Hotel Fixed Actual/360 Balloon 09/04/98
31 SBRC Raintree Corporate Center - Phase I Fixed Actual/360 Balloon 01/07/00
32 SBRC For Eyes Optical Portfolio Fixed Actual/360 Balloon 02/29/00
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park Fixed Actual/360 Balloon 09/13/99
34 PW Lake Cook Office Fixed Actual/360 Balloon 05/17/00
35 PW Pine Terrace Apartments Fixed Actual/360 Balloon 04/20/00
36 SBRC 2265 Ralph Avenue Fixed Actual/360 Balloon 05/07/99
37 PW Shoppers Food Warehouse Fixed Actual/360 ARD 12/01/99
38 AMCC Computer Science Corp Building Fixed Actual/360 Balloon 12/22/99
39 AMCC Sprint Customer Care Center Fixed Actual/360 Balloon 12/16/99
40 ORIX SugarOak Office Retreat Fixed Actual/360 Balloon 05/15/00
41 ORIX Dronningens Gade Portfolio Fixed Actual/360 Balloon 01/26/00
42 PW 400 Blair Road Fixed Actual/360 ARD 06/19/00
43 PW 14 Jewel Drive Fixed Actual/360 Balloon 11/12/99
44 SBRC Brookwood Square Shopping Center Fixed Actual/360 Balloon 07/28/99
45 PW 87 Concord & 7 Lopez Portfolio Fixed Actual/360 Balloon 11/12/99
45A 87 Concord Road
45B 7 Lopez Road
</TABLE>
<TABLE>
<CAPTION>
ANTICI-
FIRST PATED SCHEDULED
CONTROL MORTGAGE PAYMENT GRACE REPAYMENT MATURITY
NUMBER LOAN SELLER LOAN / PROPERTY NAME DATE PERIOD DATE DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 10/01/99 5 09/01/09 09/01/29
2 PW 1615 Poydras Street 06/01/00 5 05/01/10 05/01/30
3 ORIX Medical Mutual of Ohio Office Building - Toledo 05/01/00 5 NAP 04/01/10
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 05/01/00 5 NAP 04/01/10
5 PW Diplomat Centre 07/01/00 5 NAP 06/01/10
6 SBRC Western Plaza II Shopping Center 08/01/99 10 07/01/09 07/01/29
7 SBRC Metatec Building 09/01/99 10 NAP 08/01/09
8 SBRC Red Lion Shopping Center 03/01/00 5 NAP 02/01/10
9 PW Diamond Point Plaza 08/01/00 5 NAP 07/01/10
10 PW Mount Vernon Medical Office Building 08/01/00 5 NAP 07/01/10
11 ORIX 250 Plaza Office Building 09/01/99 5 NAP 08/01/09
12 PW 110 Greenwich Street 07/01/00 5 NAP 05/01/10
13 PW San Fernando Professional Buildings Portfolio 07/01/00 5 NAP 06/01/10
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
14 PW 3200 Regatta Boulevard 02/01/00 5 NAP 01/01/10
15 AMCC Senter Road Industrial Property 01/01/00 10 NAP 12/01/09
16 AMCC Scottsdale Gateway II 02/01/00 10 NAP 01/01/10
17 PW Kmart Plaza 08/01/00 5 NAP 07/01/10
18 PW Miracle Mile Shopping Center 08/01/00 5 NAP 07/01/10
19 PW North Country Plaza 08/01/00 5 NAP 07/01/10
20 SBRC Fountain Oaks 10/01/99 10 NAP 09/01/09
21 SBRC Park Central Office Development 10/01/99 10 NAP 09/01/09
22 SBRC McCormick Place Office Park 05/01/00 5 NAP 04/01/10
23 SBRC One Michigan Avenue 02/01/00 10 NAP 01/01/10
24 ORIX Distribution Services Limited 12/01/99 5 NAP 11/01/09
25 SBRC St. Joseph Professional Building 10/01/99 10 NAP 09/01/09
26 SBRC Penns Plaza 02/01/00 10 NAP 01/01/10
27 SBRC Airport Plaza Office Center - Phase 1 09/01/99 10 NAP 08/01/09
28 PW 375 Ballardvale Street 01/01/00 5 NAP 12/01/09
29 SBRC Hampton Inn - Columbus 11/01/98 10 NAP 10/01/18
30 SBRC Comfort Suites Hotel 11/01/98 10 NAP 10/01/18
31 SBRC Raintree Corporate Center - Phase I 03/01/00 5 NAP 02/01/10
32 SBRC For Eyes Optical Portfolio 04/01/00 10 NAP 03/01/10
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park 11/01/99 5 NAP 10/01/09
34 PW Lake Cook Office 07/01/00 5 NAP 06/01/10
35 PW Pine Terrace Apartments 06/01/00 5 NAP 05/01/10
36 SBRC 2265 Ralph Avenue 07/01/99 10 NAP 06/01/09
37 PW Shoppers Food Warehouse 01/01/00 10 12/01/09 12/01/29
38 AMCC Computer Science Corp Building 02/01/00 10 NAP 01/01/10
39 AMCC Sprint Customer Care Center 02/01/00 10 NAP 01/01/10
40 ORIX SugarOak Office Retreat 07/01/00 5 NAP 06/01/10
41 ORIX Dronningens Gade Portfolio 03/01/00 5 NAP 02/01/10
42 PW 400 Blair Road 08/01/00 5 07/01/10 07/01/30
43 PW 14 Jewel Drive 01/01/00 5 NAP 12/01/09
44 SBRC Brookwood Square Shopping Center 09/01/99 5 NAP 08/01/09
45 PW 87 Concord & 7 Lopez Portfolio 01/01/00 5 NAP 12/01/09
45A 87 Concord Road
45B 7 Lopez Road
</TABLE>
<TABLE>
<CAPTION>
STATED CALCULATED
ORIGINAL ORIGINAL ORIGINAL
MONTHLY TERM TO AMORT- AMORT-
DEBT MATURITY / IZATION IZATION
CONTROL MORTGAGE SERVICE ARD TERM TERM
NUMBER LOAN SELLER LOAN / PROPERTY NAME PAYMENT (MONTHS) (MONTHS) (MONTHS)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 228,198.95 120 360 360
2 PW 1615 Poydras Street 223,488.84 120 360 360
3 ORIX Medical Mutual of Ohio Office Building - Toledo 114,282.80 120 360 360
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 39,649.14 120 360 360
5 PW Diplomat Centre 147,716.94 120 360 360
6 SBRC Western Plaza II Shopping Center 143,164.79 120 360 360
7 SBRC Metatec Building 142,073.35 120 360 360
8 SBRC Red Lion Shopping Center 135,076.86 120 360 360
9 PW Diamond Point Plaza 121,898.23 120 360 360
10 PW Mount Vernon Medical Office Building 114,460.97 120 360 360
11 ORIX 250 Plaza Office Building 106,633.79 120 360 360
12 PW 110 Greenwich Street 110,077.61 119 359 359
13 PW San Fernando Professional Buildings Portfolio 114,467.79 120 360 360
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
14 PW 3200 Regatta Boulevard 99,574.55 120 360 360
15 AMCC Senter Road Industrial Property 91,577.49 120 360 360
16 AMCC Scottsdale Gateway II 90,200.77 120 360 360
17 PW Kmart Plaza 67,059.61 120 360 360
18 PW Miracle Mile Shopping Center 11,782.53 120 360 360
19 PW North Country Plaza 12,300.69 120 360 360
20 SBRC Fountain Oaks 84,864.43 120 360 360
21 SBRC Park Central Office Development 82,048.06 120 360 360
22 SBRC McCormick Place Office Park 80,381.61 120 360 360
23 SBRC One Michigan Avenue 73,861.31 120 360 360
24 ORIX Distribution Services Limited 72,700.87 120 360 360
25 SBRC St. Joseph Professional Building 63,857.66 120 360 360
26 SBRC Penns Plaza 62,141.95 120 360 360
27 SBRC Airport Plaza Office Center - Phase 1 58,590.13 120 360 360
28 PW 375 Ballardvale Street 61,178.82 120 360 360
29 SBRC Hampton Inn - Columbus 45,570.91 240 264 264
30 SBRC Comfort Suites Hotel 15,797.92 240 264 264
31 SBRC Raintree Corporate Center - Phase I 56,285.96 120 360 360
32 SBRC For Eyes Optical Portfolio 55,571.58 120 360 360
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park 52,428.03 120 360 360
34 PW Lake Cook Office 53,909.72 120 360 360
35 PW Pine Terrace Apartments 49,479.61 120 360 360
36 SBRC 2265 Ralph Avenue 45,671.28 120 360 360
37 PW Shoppers Food Warehouse 48,441.55 120 360 360
38 AMCC Computer Science Corp Building 46,329.45 120 360 360
39 AMCC Sprint Customer Care Center 45,926.36 120 360 360
40 ORIX SugarOak Office Retreat 45,784.39 120 360 360
41 ORIX Dronningens Gade Portfolio 50,258.43 120 360 360
42 PW 400 Blair Road 45,625.51 120 360 360
43 PW 14 Jewel Drive 44,493.69 120 360 360
44 SBRC Brookwood Square Shopping Center 44,599.38 120 300 300
45 PW 87 Concord & 7 Lopez Portfolio 42,523.91 120 360 360
45A 87 Concord Road
45B 7 Lopez Road
</TABLE>
<TABLE>
<CAPTION>
CALCULATED
REMAINING REMAINING
TERM TO AMORT-
MATURITY / IZATION CUT-OFF
CONTROL MORTGAGE SEASONING ARD TERM DATE
NUMBER LOAN SELLER LOAN / PAYMENT NAME (MONTHS) (MONTHS) (MONTHS) BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 11 109 349 31,483,555
2 PW 1615 Poydras Street 3 117 357 29,159,803
3 ORIX Medical Mutual of Ohio Office Building - Toledo 4 116 356 14,671,955
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 4 116 356 5,090,270
5 PW Diplomat Centre 2 118 358 19,280,819
6 SBRC Western Plaza II Shopping Center 13 107 347 19,063,254
7 SBRC Metatec Building 12 108 348 18,874,391
8 SBRC Red Lion Shopping Center 6 114 354 16,949,946
9 PW Diamond Point Plaza 1 119 359 15,295,228
10 PW Mount Vernon Medical Office Building 1 119 359 15,243,746
11 ORIX 250 Plaza Office Building 12 108 348 14,886,077
12 PW 110 Greenwich Street 2 117 357 14,385,472
13 PW San Fernando Professional Buildings Portfolio 2 118 358 14,088,419
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
14 PW 3200 Regatta Boulevard 7 113 353 12,558,042
15 AMCC Senter Road Industrial Property 8 112 352 12,540,663
16 AMCC Scottsdale Gateway II 7 113 353 11,850,277
17 PW Kmart Plaza 1 119 359 8,606,999
18 PW Miracle Mile Shopping Center 1 119 359 1,494,508
19 PW North Country Plaza 1 119 359 1,564,478
20 SBRC Fountain Oaks 11 109 349 11,426,513
21 SBRC Park Central Office Development 11 109 349 11,078,196
22 SBRC McCormick Place Office Park 4 116 356 10,490,896
23 SBRC One Michigan Avenue 7 113 353 9,811,784
24 ORIX Distribution Services Limited 9 111 351 9,700,591
25 SBRC St. Joseph Professional Building 11 109 349 8,448,309
26 SBRC Penns Plaza 7 113 353 8,141,517
27 SBRC Airport Plaza Office Center - Phase 1 12 108 348 8,041,261
28 PW 375 Ballardvale Street 8 112 352 7,888,749
29 SBRC Hampton Inn - Columbus 22 218 242 5,795,196
30 SBRC Comfort Suites Hotel 22 218 242 2,009,001
31 SBRC Raintree Corporate Center - Phase I 6 114 354 7,276,618
32 SBRC For Eyes Optical Portfolio 5 115 355 6,935,696
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park 10 110 350 6,815,006
34 PW Lake Cook Office 2 118 358 6,694,327
35 PW Pine Terrace Apartments 3 117 357 6,515,732
36 SBRC 2265 Ralph Avenue 14 106 346 6,319,280
37 PW Shoppers Food Warehouse 8 112 352 6,274,789
38 AMCC Computer Science Corp Building 7 113 353 6,200,342
39 AMCC Sprint Customer Care Center 7 113 353 6,175,123
40 ORIX SugarOak Office Retreat 2 118 358 6,093,573
41 ORIX Dronningens Gade Portfolio 6 114 354 6,061,116
42 PW 400 Blair Road 1 119 359 5,997,671
43 PW 14 Jewel Drive 8 112 352 5,737,272
44 SBRC Brookwood Square Shopping Center 12 108 288 5,635,265
45 PW 87 Concord & 7 Lopez Portfolio 8 112 352 5,483,278
45A 87 Concord Road
45B 7 Lopez Road
</TABLE>
<PAGE> 215
<TABLE>
<CAPTION>
Mortgage Admin- Net
Control Loan Original Mortgage istrative Mortgage
Number Seller Loan / Property Name Balance Rate Fee Rate Rate
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 5,450,000 8.1000% 0.0525% 8.0475%
47 SBRC Sorrento Glen 5,425,000 8.4100% 0.0925% 8.3175%
48 SBRC Melrose Plaza 5,350,000 8.0300% 0.0525% 7.9775%
49 ORIX Bayshore Executive Plaza 5,325,000 7.5700% 0.0550% 7.5150%
50 SBRC Gates Park Crossing Apartments 5,250,000 8.2800% 0.1025% 8.1775%
51 PW Days Inn Fort Wright 1,835,000 7.8000% 0.0525% 7.7475%
52 PW Days Inn Frankfort 2,255,000 7.8000% 0.0525% 7.7475%
53 PW Days Inn Shepherdsville 1,215,000 7.8000% 0.0525% 7.7475%
54 SBRC Fairgrounds Mobile Estates 5,080,000 7.6000% 0.0525% 7.5475%
55 ORIX Lyrewood Pointe Apartments 5,045,000 8.3300% 0.0550% 8.2750%
56 SBRC The Market at Summer Oaks 5,000,000 8.4700% 0.0525% 8.4175%
57 SBRC Cambridge Village Apartments 4,965,000 8.0200% 0.1125% 7.9075%
58 ORIX Park Square Court 4,950,000 8.1400% 0.0675% 8.0725%
59 SBRC Princess Anne Marketplace 4,400,000 8.3400% 0.0525% 8.2875%
60 SBRC Pinon Trails Apartments 4,300,000 7.9400% 0.1125% 7.8275%
61 PW Cayuga Village Mobile Home Park 4,250,000 8.8000% 0.0525% 8.7475%
62 SBRC 500 South Salina Street 4,200,000 8.4400% 0.0525% 8.3875%
63 SBRC Kerman Shopping Center 4,150,000 8.2000% 0.0525% 8.1475%
64 PW 155 West Street 4,030,000 8.5500% 0.0525% 8.4975%
65 AMCC Lexington Kmart 3,963,110 8.0500% 0.0525% 7.9975%
66 AMCC Niagara Kmart 3,855,899 8.0500% 0.0525% 7.9975%
67 SBRC Beverly Westside 3,725,000 8.6500% 0.0525% 8.5975%
68 SBRC Balboa Palms Apartments 2,000,000 7.8300% 0.1125% 7.7175%
69 SBRC Tarzana Palms Apartments 1,680,000 7.8300% 0.1125% 7.7175%
70 PW 131 Spring Street 3,651,000 7.8500% 0.0525% 7.7975%
71 SBRC 1445 Hempstead Turnpike 3,650,000 7.7500% 0.0525% 7.6975%
72 PW Jackson Professional 3,600,000 8.9000% 0.0525% 8.8475%
73 SBRC Campbell Hill Apartments 3,570,000 8.4300% 0.1125% 8.3175%
74 PW 377 Ballardvale & 315 New Boston Portfolio 3,415,000 8.5500% 0.0525% 8.4975%
74A 377 Ballardvale Street
74B 315 New Boston Street
75 SBRC Lamar Crossing Shopping Center 3,330,000 8.5100% 0.1025% 8.4075%
76 ORIX Renner Plaa Office Building 3,250,000 8.9600% 0.0975% 8.8625%
77 PW Plimpton and Hills Portfolio 3,200,000 8.5000% 0.0525% 8.4475%
77A 114-146 Kings Highway East
77B 1 Maxim Road
78 PW 4444 West Bristol Road 3,200,000 9.1500% 0.0525% 9.0975%
79 SBRC Vacaville Town Center 3,185,000 8.0400% 0.1125% 7.9275%
80 PW CVS - Dorchester 3,174,116 9.0700% 0.0525% 9.0175%
81 PW RPM Warehouse 3,100,000 8.6400% 0.0525% 8.5875%
82 PW Deere Road Warehouse Buildings 3,040,000 9.1500% 0.0525% 9.0975%
83 SBRC 411-423 East 114th Street 3,000,000 8.9800% 0.0525% 8.9275%
84 PW SunTrust Centre 2,962,500 8.4500% 0.0525% 8.3975%
85 AMCC Lynnwood Business Center 900,000 7.5000% 0.0525% 7.4475%
86 AMCC Quad 95 2,100,000 7.5000% 0.0525% 7.4475%
87 SBRC Independence Court Apartments 2,800,000 7.8300% 0.1125% 7.7175%
88 SBRC 5601 Merrick Road 2,718,000 8.2500% 0.0525% 8.1975%
89 SBRC Pinnacle Warehouse 2,696,000 8.3800% 0.0525% 8.3275%
90 SBRC 300 Wildwood Avenue 2,700,000 8.1000% 0.0525% 8.0475%
91 PW Congress Professional Center III 2,650,000 8.5000% 0.0525% 8.4475%
92 PW Keystone Building 2,650,000 8.5000% 0.0525% 8.4475%
93 PW 4621 W. Napoleon 2,636,000 8.7100% 0.0525% 8.6575%
94 PW Balboa Pointe Apartments 2,625,000 8.3500% 0.0525% 8.2975%
95 SBRC Spartacus Apartments 2,640,000 7.4900% 0.1025% 7.3875%
96 SBRC Storage Depot I 2,612,000 8.8700% 0.0525% 8.8175%
97 SBRC Village Place Shopping Center 2,596,528(@) 8.1500% 0.1125% 8.0375%
98 PW Burke Village Center 2,565,000 8.7000% 0.0525% 8.6475%
99 SBRC Tivoli Square Apartments 2,535,000 8.1000% 0.0525% 8.0475%
</TABLE>
@ Loan Mortgage Rate changed at the beginning of month 4 of the loan,
per original note terms. Original Balance and First Payment Date
were $2,600,000 and 7/1/99, respectively.
<TABLE>
<CAPTION>
Interest
Control Mortgage Rate Accrual Loan Note
Number Loan Seller Loan / Property Name Type Method Type Date
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation Fixed Actual/360 Balloon 09/29/99
47 SBRC Sorrento Glen Fixed Actual/360 Balloon 03/20/00
48 SBRC Melrose Plaza Fixed Actual/360 Balloon 10/04/99
49 ORIX Bayshore Executive Plaza Fixed Actual/360 Balloon 05/25/99
50 SBRC Gates Park Crossing Apartments Fixed Actual/360 Balloon 10/14/99
51 PW Days Inn Fort Wright Fixed Actual/360 Balloon 07/16/98
52 PW Days Inn Frankfort Fixed Actual/360 Balloon 07/16/98
53 PW Days Inn Shepherdsville Fixed Actual/360 Balloon 07/16/98
54 SBRC Fairgrounds Mobile Estates Fixed Actual/360 Balloon 05/25/99
55 ORIX Lyrewood Pointe Apartments Fixed Actual/360 Balloon 09/17/99
56 SBRC The Market at Summer Oaks Fixed Actual/360 Balloon 02/25/00
57 SBRC Cambridge Village Apartments Fixed Actual/360 Balloon 09/10/99
58 ORIX Park Square Court Fixed Actual/360 Balloon 09/10/99
59 SBRC Princess Anne Marketplace Fixed Actual/360 Balloon 10/19/99
60 SBRC Pinon Trails Apartments Fixed Actual/360 Balloon 08/25/99
61 PW Cayuga Village Mobile Home Park Fixed Actual/360 Balloon 12/30/99
62 SBRC 500 South Salina Street Fixed Actual/360 Balloon 03/29/00
63 SBRC Kerman Shopping Center Fixed Actual/360 Balloon 09/10/99
64 PW 155 West Street Fixed Actual/360 Balloon 11/12/99
65 AMCC Lexington Kmart Fixed Actual/360 Balloon 12/13/99
66 AMCC Niagara Kmart Fixed Actual/360 Balloon 12/13/99
67 SBRC Beverly Westside Fixed Actual/360 Balloon 09/14/99
68 SBRC Balboa Palms Apartments Fixed Actual/360 Balloon 12/09/99
69 SBRC Tarzana Palms Apartments Fixed Actual/360 Balloon 12/09/99
70 PW 131 Spring Street Fixed Actual/360 Balloon 12/15/99
71 SBRC 1445 Hempstead Turnpike Fixed Actual/360 Balloon 05/07/99
72 PW Jackson Professional Fixed Actual/360 Balloon 06/07/00
73 SBRC Campbell Hill Apartments Fixed Actual/360 Balloon 10/27/99
74 PW 377 Ballardvale & 315 New Boston Portfolio Fixed Actual/360 Balloon 11/12/99
74A 377 Ballardvale Street
74B 315 New Boston Street
75 SBRC Lamar Crossing Shopping Center Fixed Actual/360 Balloon 11/03/99
76 ORIX Renner Plaza Office Building Fixed Actual/360 Balloon 02/04/00
77 PW Plimpton and Hills Portfolio Fixed Actual/360 ARD 04/06/00
77A 114146 Kings Highway East
77B 1 Maxim Road
78 PW 4444 West Bristol Road Fixed Actual/360 ARD 01/28/00
79 SBRC Vacaville Town Center Fixed Actual/360 Balloon 08/17/99
80 PW CVS - Dorchester Fixed Actual/360 Full Am 01/28/00
81 PW RPM Warehouse Fixed Actual/360 Balloon 06/16/00
82 PW Deere Road Warehouse Buildings Fixed Actual/360 Balloon 02/24/00
83 SBRC 411-423 East 114th Street Fixed Actual/360 Balloon 01/21/00
84 PW SunTrust Centre Fixed Actual/360 Balloon 03/13/00
85 AMCC Lynnwood Business Center Fixed Actual/360 Balloon 05/04/99
86 AMCC Quad 95 Fixed Actual/360 Balloon 05/04/99
87 SBRC Independence Court Apartments Fixed Actual/360 Balloon 12/09/99
88 SBRC 5601 Merrick Road Fixed Actual/360 Balloon 08/05/99
89 SBRC Pinnacle Warehouse Fixed Actual/360 Balloon 12/15/99
90 SBRC 300 Wildwood Avenue Fixed Actual/360 Balloon 09/29/99
91 PW Congress Professional Center III Fixed Actual/360 Balloon 05/10/00
92 PW Keystone Building Fixed Actual/360 Balloon 02/29/00
93 PW 4621 W. Napoleon Fixed Actual/360 Balloon 05/30/00
94 PW Balboa Pointe Apartments Fixed Actual/360 Balloon 03/28/00
95 SBRC Spartacus Apartments Fixed Actual/360 Balloon 06/01/99
96 SBRC Storage Depot I Fixed Actual/360 Balloon 12/14/99
97 SBRC Village Place Shopping Center Fixed Actual/360 Balloon 05/21/99
98 PW Burke Village Center Fixed Actual/360 Balloon 03/14/00
99 SBRC Tivoli Square Apartments Fixed Actual/360 Balloon 08/02/99
</TABLE>
@ Loan Mortgage Rate changed at the beginning of month 4 of the loan,
per original note terms. Original Balance and First Payment Date
were $2,600,000 and 7/1/99, respectively.
<TABLE>
<CAPTION>
Antici-
First pated Scheduled
Control Mortgage Payment Grace Repayment Maturity
Number Loan Seller Loan / Property Name Date Period Date Date
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 11/01/99 10 NAP 10/01/09
47 SBRC Sorrento Glen 05/01/00 5 NAP 04/01/10
48 SBRC Melrose Plaza 12/01/99 10 NAP 11/01/09
49 ORIX Bayshore Executive Plaza 07/01/99 5 NAP 06/01/09
50 SBRC Gates Park Crossing Apartments 12/01/99 10 NAP 11/01/09
51 PW Days Inn Fort Wright 09/01/98 5 NAP 08/01/08
52 PW Days Inn Frankfort 09/01/98 5 NAP 08/01/08
53 PW Days Inn Shepherdsville 09/01/98 5 NAP 08/01/08
54 SBRC Fairgrounds Mobile Estates 07/01/99 10 NAP 06/01/09
55 ORIX Lyrewood Pointe Apartments 11/01/99 5 NAP 10/01/09
56 SBRC The Market at Summer Oaks 04/01/00 10 NAP 03/01/10
57 SBRC Cambridge Village Apartments 11/01/99 10 NAP 10/01/09
58 ORIX Park Square Court 11/01/99 5 NAP 10/01/09
59 SBRC Princess Anne Marketplace 12/01/99 10 NAP 11/01/09
60 SBRC Pinon Trails Apartments 10/01/99 10 NAP 09/01/09
61 PW Cayuga Village Mobile Home Park 02/01/00 5 NAP 01/01/10
62 SBRC 500 South Salina Street 05/01/00 10 NAP 04/01/10
63 SBRC Kerman Shopping Center 11/01/99 10 NAP 10/01/09
64 PW 155 West Street 01/01/00 5 NAP 12/01/09
65 AMCC Lexington Kmart 02/01/00 10 NAP 01/01/10
66 AMCC Niagara Kmart 02/01/00 10 NAP 01/01/10
67 SBRC Beverly Westside 11/01/99 5 NAP 10/01/09
68 SBRC Balboa Palms Apartments 02/01/00 5 NAP 01/01/10
69 SBRC Tarzana Palms Apartments 02/01/00 5 NAP 01/01/10
70 PW 131 Spring Street 02/01/00 5 NAP 01/01/10
71 SBRC 1445 Hempstead Turnpike 07/01/99 10 NAP 06/01/09
72 PW Jackson Professional 08/01/00 5 NAP 07/01/10
73 SBRC Campbell Hill Apartments 12/01/99 10 NAP 11/01/09
74 PW 377 Ballardvale & 315 New Boston Portfolio 01/01/00 5 NAP 12/01/09
74A 377 Ballardvale Street
74B 315 New Boston Street
75 SBRC Lamar Crossing Shopping Center 01/01/00 10 NAP 12/01/09
76 ORIX Renner Plaza Office Building 04/01/00 10 NAP 03/01/10
77 PW Plimpton and Hills Portfolio 06/01/00 5 05/01/10 05/01/30
77A 114-146 Kings Highway East
77B 1 Maxim Road
78 PW 4444 West Bristol Road 03/01/00 5 02/01/10 02/01/30
79 SBRC Vacaville Town Center 10/01/99 10 NAP 09/01/09
80 PW CVS - Dorchester 03/05/00 10 NAP 01/05/20
81 PW RPM Warehouse 08/01/00 5 NAP 07/01/10
82 PW Deere Road Warehouse Buildings 04/01/00 5 NAP 03/01/10
83 SBRC 411-423 East 114th Street 03/01/00 10 NAP 02/01/10
84 PW SunTrust Centre 05/01/00 5 NAP 04/01/10
85 AMCC Lynnwood Business Center 07/01/99 10 NAP 06/01/09
86 AMCC Quad 95 07/01/99 10 NAP 06/01/09
87 SBRC Independence Court Apartments 02/01/00 5 NAP 01/01/10
88 SBRC 5601 Merrick Road 10/01/99 10 NAP 09/01/09
89 SBRC Pinnacle Warehouse 02/01/00 10 NAP 01/01/10
90 SBRC 300 Wildwood Avenue 11/01/99 5 NAP 10/01/09
91 PW Congress Professional Center III 07/01/00 5 NAP 06/01/10
92 PW Keystone Building 04/01/00 5 NAP 03/01/10
93 PW 4621 W. Napoleon 07/01/00 5 NAP 06/01/10
94 PW Balboa Pointe Apartments 05/01/00 5 NAP 04/01/10
95 SBRC Spartacus Apartments 08/01/99 10 NAP 07/01/09
96 SBRC Storage Depot I 02/01/00 5 NAP 01/01/10
97 SBRC Village Place Shopping Center 10/01/99 10 NAP 06/01/09
98 PW Burke Village Center 05/01/00 5 NAP 04/01/10
99 SBRC Tivoli Square Apartments 11/01/99 10 NAP 10/01/09
</TABLE>
@ Loan Mortgage Rate changed at the beginning of month 4 of the loan,
per original note terms. Original Balance and First Payment Date
were $2,600,000 and 7/1/99, respectively.
<TABLE>
<CAPTION>
Stated Calculated
Original Original Original
Monthly Term to Amort- Amort-
Debt Maturity / ization ization
Control Mortgage Service ARD Term Term
Number Loan Seller Loan / Property Name Payment (months) (months) (months)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 40,370.75 120 360 360
47 SBRC Sorrento Glen 41,368.02 120 360 360
48 SBRC Melrose Plaza 39,368.35 120 360 360
49 ORIX Bayshore Executive Plaza 37,488.75 120 360 360
50 SBRC Gates Park Crossing Apartments 39,552.28 120 360 360
51 PW Days Inn Fort Wright 13,920.57 120 300 300
52 PW Days Inn Frankfort 17,106.75 120 300 300
53 PW Days Inn Shepherdsville 9,217.16 120 300 300
54 SBRC Fairgrounds Mobile Estates 35,868.60 120 360 360
55 ORIX Lyrewood Pointe Apartments 38,185.51 120 360 360
56 SBRC The Market at Summer Oaks 38,339.42 120 360 360
57 SBRC Cambridge Village Apartments 36,500.66 120 360 360
58 ORIX Park Square Court 36,805.61 120 360 360
59 SBRC Princess Anne Marketplace 33,334.53 120 360 360
60 SBRC Pinon Trails Apartments 31,372.21 120 360 360
61 PW Cayuga Village Mobile Home Park 33,586.65 120 360 360
62 SBRC 500 South Salina Street 32,115.94 120 360 360
63 SBRC Kerman Shopping Center 31,031.81 120 360 360
64 PW 155 West Street 31,130.13 120 360 360
65 AMCC Lexington Kmart 29,218.16 120 360 360
66 AMCC Niagara Kmart 28,427.74 120 360 360
67 SBRC Beverly Westside 29,038.95 120 360 360
68 SBRC Balboa Palms Apartments 14,438.97 120 360 360
69 SBRC Tarzana Palms Apartments 12,128.74 120 360 360
70 PW 131 Spring Street 26,408.96 120 360 360
71 SBRC 1445 Hempstead Turnpike 26,149.05 120 360 360
72 PW Jackson Professional 28,707.76 120 360 360
73 SBRC Campbell Hill Apartments 27,273.30 120 360 360
74 PW 377 Ballardvale & 315 New Boston Portfolio 26,379.50 120 360 360
74A 377 Ballardvale Street
74B 315 New Boston Street
75 SBRC Lamar Crossing Shopping Center 25,628.42 120 360 360
76 ORIX Renner Plaza Office Building 26,056.75 120 360 360
77 PW Plimpton and Hills Portfolio 24,605.23 120 360 360
77A 114-146 Kings Highway East
77B 1 Maxim Road
78 PW 4444 West Bristol Road 26,094.05 120 360 360
79 SBRC Vacaville Town Center 23,459.28 120 360 360
80 PW CVS - Dorchester 27,295.17 239 239 239
81 PW RPM Warehouse 24,144.57 120 360 360
82 PW Deere Road Warehouse Buildings 24,789.34 120 360 360
83 SBRC 411-423 East 114th Street 24,095.52 120 360 360
84 PW SunTrust Centre 22,674.17 120 360 360
85 AMCC Lynnwood Business Center 6,650.93 120 300 300
86 AMCC Quad 95 15,518.82 120 300 300
87 SBRC Independence Court Apartments 20,214.56 120 360 360
88 SBRC 5601 Merrick Road 20,419.43 120 360 360
89 SBRC Pinnacle Warehouse 20,501.06 120 360 360
90 SBRC 300 Wildwood Avenue 20,000.19 120 360 360
91 PW Congress Professional Center III 20,376.21 120 360 360
92 PW Keystone Building 20,376.21 120 360 360
93 PW 4621 W. Napoleon 20,662.16 120 360 360
94 PW Balboa Pointe Apartments 19,905.59 120 360 360
95 SBRC Spartacus Apartments 18,441.19 120 360 360
96 SBRC Storage Depot I 21,687.75 120 300 300
97 SBRC Village Place Shopping Center 19,353.44 117 357 358
98 PW Burke Village Center 21,000.92 120 300 300
99 SBRC Tivoli Square Apartments 18,777.95 120 360 360
</TABLE>
@ Loan Mortgage Rate changed at the beginning of month 4 of the loan,
per original note terms. Original Balance and First Payment Date
were $2,600,000 and 7/1/99, respectively.
<TABLE>
<CAPTION>
Calculated
Remaining Remaining
Term to Amort-
Maturity / ization Cut-off
Control Mortgage Seasoning ARD Term Date
Number Loan Seller Loan / Payment Name (months) (months) (months) Balance
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 10 110 350 5,419,369
47 SBRC Sorrento Glen 4 116 356 5,414,017
48 SBRC Melrose Plaza 9 111 351 5,321,889
49 ORIX Bayshore Executive Plaza 14 106 346 5,276,287
50 SBRC Gates Park Crossing Apartments 9 111 351 5,224,150
51 PW Days Inn Fort Wright 24 96 276 1,788,065
52 PW Days Inn Frankfort 24 96 276 2,197,322
53 PW Days Inn Shepherdsville 24 96 276 1,183,923
54 SBRC Fairgrounds Mobile Estates 14 106 346 5,033,877
55 ORIX Lyrewood Pointe Apartments 10 110 350 5,018,358
56 SBRC The Market at Summer Oaks 5 115 355 4,988,120
57 SBRC Cambridge Village Apartments 10 110 350 4,936,494
58 ORIX Park Square Court 10 110 350 4,922,476
59 SBRC Princess Anne Marketplace 9 111 351 4,378,676
60 SBRC Pinon Trails Apartments 11 109 349 4,271,663
61 PW Cayuga Village Mobile Home Park 7 113 353 4,235,847
62 SBRC 500 South Salina Street 4 116 356 4,191,568
63 SBRC Kerman Shopping Center 10 110 350 4,127,294
64 PW 155 West Street 8 112 352 4,014,098
65 AMCC Lexington Kmart 7 113 353 3,947,003
66 AMCC Niagara Kmart 7 113 353 3,840,228
67 SBRC Beverly Westside 10 110 350 3,707,014
68 SBRC Balboa Palms Apartments 7 113 353 1,991,407
69 SBRC Tarzana Palms Apartments 7 113 353 1,672,782
70 PW 131 Spring Street 7 113 353 3,635,391
71 SBRC 1445 Hempstead Turnpike 14 106 346 3,618,098
72 PW Jackson Professional 1 119 359 3,598,882
73 SBRC Campbell Hill Apartments 9 111 351 3,553,108
74 PW 377 Ballardvale & 315 New Boston Portfolio 8 112 352 3,401,525
74A 377 Ballardvale Street
74B 315 New Boston Street
75 SBRC Lamar Crossing Shopping Center 8 112 352 3,316,711
76 ORIX Renner Plaza Office Building 5 115 355 3,243,376
77 PW Plimpton and Hills Portfolio 3 117 357 3,195,664
77A 114-146 Kings Highway East
77B 1 Maxim Road
78 PW 4444 West Bristol Road 6 114 354 3,191,269
79 SBRC Vacaville Town Center 11 109 349 3,164,542
80 PW CVS - Dorchester 6 233 233 3,155,510
81 PW RPM Warehouse 1 119 359 3,098,919
82 PW Deere Road Warehouse Buildings 5 115 355 3,034,181
83 SBRC 411-423 East 114th Street 6 114 354 2,991,439
84 PW SunTrust Centre 4 116 356 2,956,569
85 AMCC Lynnwood Business Center 14 106 286 886,397
86 AMCC Quad 95 14 106 286 2,068,260
87 SBRC Independence Court Apartments 7 113 353 2,787,969
88 SBRC 5601 Merrick Road 11 109 349 2,701,471
89 SBRC Pinnacle Warehouse 7 113 353 2,685,943
90 SBRC 300 Wildwood Avenue 10 110 350 2,684,825
91 PW Congress Professional Center III 2 118 358 2,647,403
92 PW Keystone Building 5 115 355 2,643,761
93 PW 4621 W. Napoleon 2 118 358 2,633,568
94 PW Balboa Pointe Apartments 4 116 356 2,619,596
95 SBRC Spartacus Apartments 13 107 347 2,617,493
96 SBRC Storage Depot I 7 113 293 2,596,919
97 SBRC Village Place Shopping Center 11 106 347 2,579,991
98 PW Burke Village Center 4 116 296 2,556,523
99 SBRC Tivoli Square Apartments 10 110 350 2,520,752
</TABLE>
@ Loan Mortgage Rate changed at the beginning of month 4 of the loan,
per original note terms. Original Balance and First Payment Date
were $2,600,000 and 7/1/99, respectively.
<PAGE> 216
GENERAL LOAN INFORMATION
<TABLE>
<CAPTION>
MORTGAGE ADMIN- NET
CONTROL LOAN ORIGINAL MORTGAGE ISTRATIVE MORTGAGE
NUMBER SELLER LOAN / PROPERTY NAME BALANCE RATE FEE RATE RATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 2,520,000 8.7000% 0.0525% 8.6475%
101 SBRC McBee Apartments 2,500,000 8.4900% 0.0525% 8.4375%
102 SBRC Golden Sands Apartments 2,500,000 7.4200% 0.0925% 7.3275%
103 PW Eckerds - Gloversville 2,428,387 8.9300% 0.0525% 8.8775%
104 AMCC Dover Crossing Shopping Center 2,400,000 8.2000% 0.0525% 8.1475%
105 AMCC Plainville Crossing 2,383,733(#) 8.2500% 0.0525% 8.1975%
106 AMCC Staples - Lawton 2,325,000 8.6000% 0.0525% 8.5475%
107 SBRC Boardwalk at Marina Bay 2,334,500 8.4400% 0.0525% 8.3875%
108 AMCC Kalevala Village Apartments 2,280,000 7.6000% 0.0525% 7.5475%
109 PW CVS - Murfreesboro 2,187,876 8.7300% 0.0525% 8.6775%
110 PW La Quinta Gardens 2,165,000 8.2500% 0.0525% 8.1975%
111 PW Urban Outfitters Ann Arbor 2,100,000 8.9500% 0.0525% 8.8975%
112 AMCC Kolstad Great Dane Warehouse 2,080,000 8.4500% 0.0525% 8.3975%
113 PW South Meadows 2,000,000 9.0000% 0.0525% 8.9475%
114 AMCC Pederson-Krag Center Building 2,000,000 7.8000% 0.0525% 7.7475%
115 SBRC Crosstown Self Storage 2,000,000 8.4300% 0.1025% 8.3275%
116 PW Esquire Apartments 1,982,000 8.6000% 0.0525% 8.5475%
117 AMCC Rigid Building Systems 2,000,000 9.1000% 0.0525% 9.0475%
118 PW Falcon Cove Apartments 1,950,000 8.7000% 0.0525% 8.6475%
119 ORIX CountryHouse Residences 1,933,000 9.1400% 0.1475% 8.9925%
120 SBRC One Centennial Drive 1,925,000 8.8500% 0.0525% 8.7975%
121 SBRC Diplomat Apartments 1,910,000 8.2300% 0.0525% 8.1775%
122 PW Avenue J Warehouse 1,900,000 8.3500% 0.0525% 8.2975%
123 AMCC Kiely Plaza Shopping Center 2,000,000 7.7500% 0.0525% 7.6975%
124 ORIX Miami Gardens Office Center 1,856,000 8.3100% 0.1475% 8.1625%
125 PW Texas Tech Office Building 1,850,000 8.4500% 0.0525% 8.3975%
126 AMCC The Village Apartments 1,810,000 8.0500% 0.0525% 7.9975%
127 PW Des Moines Apartments Portfolio 1,717,000 8.8000% 0.0525% 8.7475%
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
128 PW 69-75 Lehigh Avenue 1,700,000 8.8000% 0.0525% 8.7475%
129 AMCC Henderson Building 1,675,000 8.9000% 0.0525% 8.8475%
130 AMCC Park Plaza 1,800,000 7.1500% 0.0525% 7.0975%
131 PW North Park Industrial 1,650,000 8.3500% 0.0525% 8.2975%
132 PW Midwood Medical Center 1,630,000 8.6500% 0.0525% 8.5975%
133 AMCC Southcenter Strip Retail Center 1,650,000 7.1500% 0.0525% 7.0975%
134 AMCC Fair Oaks Office/Retail Bldg 1,600,000 7.8000% 0.0525% 7.7475%
135 AMCC Southview Apartments 1,575,000 7.4000% 0.0525% 7.3475%
136 SBRC Monaco Apartments 1,550,000 8.1000% 0.0525% 8.0475%
137 AMCC Hafner Court Apartments 1,580,000 7.1000% 0.0525% 7.0475%
138 AMCC Loma Vista Center 1,500,000 8.6000% 0.0525% 8.5475%
139 AMCC Carroll Road Warehouse 1,500,000 8.2000% 0.0525% 8.1475%
140 AMCC Sandalwood Apartments 1,550,000 7.1500% 0.0525% 7.0975%
142 SBRC Bonhampton Corners 1,500,000 7.7900% 0.0525% 7.7375%
143 AMCC Greenway Village Shopping Center 1,470,000 7.3000% 0.0525% 7.2475%
144 PW Jupiter Corporate Center 1,400,000 8.4000% 0.0525% 8.3475%
145 AMCC Banneker Building 1,400,000 8.0000% 0.0525% 7.9475%
146 AMCC 3975 Landmark Street 1,375,000 7.4000% 0.0525% 7.3475%
</TABLE>
# Loan Original Balance changed at the beginning of month 8 of the loan,
due to a $100,000 paydown. Original Balance and First Payment Date
were $2,500,000 and 9/1/99, respectively.
<TABLE>
<CAPTION>
INTEREST
CONTROL MORTGAGE RATE ACCRUAL LOAN NOTE
NUMBER LOAN SELLER LOAN / PROPERTY NAME TYPE METHOD TYPE DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre Fixed Actual/360 Balloon 02/17/00
101 SBRC McBee Apartments Fixed Actual/360 Balloon 02/28/00
102 SBRC Golden Sands Apartments Fixed Actual/360 Balloon 05/14/99
103 PW Eckerds - Gloversville Fixed Actual/360 Full Am 02/02/00
104 AMCC Dover Crossing Shopping Center Fixed Actual/360 Balloon 09/23/99
105 AMCC Plainville Crossing Fixed Actual/360 Balloon 07/19/99
106 AMCC Staples - Lawton Fixed Actual/360 Balloon 05/09/00
107 SBRC Boardwalk at Marina Bay Fixed Actual/360 Balloon 08/05/99
108 AMCC Kalevala Village Apartments Fixed Actual/360 Balloon 04/28/99
109 PW CVS - Murfreesboro Fixed Actual/360 Full Am 03/08/00
110 PW La Quinta Gardens Fixed Actual/360 Balloon 09/23/99
111 PW Urban Outfitters Ann Arbor Fixed Actual/360 Balloon 11/01/99
112 AMCC Kolstad Great Dane Warehouse Fixed Actual/360 Balloon 12/20/99
113 PW South Meadows Fixed Actual/360 Balloon 12/30/99
114 AMCC Pederson-Krag Center Building Fixed Actual/360 Balloon 09/24/99
115 SBRC Crosstown Self Storage Fixed Actual/360 Balloon 07/30/99
116 PW Esquire Apartments Fixed Actual/360 Balloon 02/10/00
117 AMCC Rigid Building Systems Fixed Actual/360 Full Am 02/04/00
118 PW Falcon Cove Apartments Fixed Actual/360 Balloon 12/29/99
119 ORIX CountryHouse Residences Fixed Actual/360 Balloon 11/03/99
120 SBRC One Centennial Drive Fixed Actual/360 Balloon 12/14/99
121 SBRC Diplomat Apartments Fixed Actual/360 Balloon 08/02/99
122 PW Avenue J Warehouse Fixed Actual/360 Balloon 03/28/00
123 AMCC Kiely Plaza Shopping Center Fixed 30/360 Full Am 07/01/98
124 ORIX Miami Gardens Office Center Fixed Actual/360 Balloon 04/27/00
125 PW Texas Tech Office Building Fixed Actual/360 Balloon 11/04/99
126 AMCC The Village Apartments Fixed Actual/360 Full Am 11/29/99
127 PW Des Moines Apartments Portfolio Fixed Actual/360 Balloon 01/11/00
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartment
128 PW 69-75 Lehigh Avenue Fixed Actual/360 ARD 04/26/00
129 AMCC Henderson Building Fixed Actual/360 Balloon 03/06/00
130 AMCC Park Plaza Fixed 30/360 Full Am 06/12/98
131 PW North Park Industrial Fixed Actual/360 Balloon 09/30/99
132 PW Midwood Medical Center Fixed Actual/360 Balloon 11/30/99
133 AMCC Southcenter Strip Retail Center Fixed 30/360 Full Am 10/27/98
134 AMCC Fair Oaks Office/Retail Bldg Fixed Actual/360 Balloon 07/29/99
135 AMCC Southview Apartments Fixed Actual/360 Balloon 06/04/99
136 SBRC Monaco Apartments Fixed Actual/360 Balloon 08/02/99
137 AMCC Hafner Court Apartments Fixed Actual/360 Balloon 10/30/98
138 AMCC Loma Vista Center Fixed Actual/360 Balloon 10/28/99
139 AMCC Carroll Road Warehouse Fixed Actual/360 Balloon 08/23/99
140 AMCC Sandalwood Apartments Fixed 30/360 Full Am 12/15/98
142 SBRC Bonhampton Corners Fixed Actual/360 Balloon 07/16/99
143 AMCC Greenway Village Shopping Center Fixed Actual/360 Balloon 07/16/98
144 PW Jupiter Corporate Center Fixed Actual/360 Balloon 10/19/99
145 AMCC Banneker Building Fixed Actual/360 Balloon 07/15/99
146 AMCC 3975 Landmark Street Fixed Actual/360 Balloon 08/26/98
</TABLE>
# Loan Original Balance changed at the beginning of month 8 of the loan,
due to a $100,000 paydown. Original Balance and First Payment Date
were $2,500,000 and 9/1/99, respectively.
<TABLE>
<CAPTION>
FIRST ANTICI- SCHEDULED
CONTROL MORTGAGE PAYMENT GRACE PATED RE- MATURITY
NUMBER LOAN SELLER LOAN / PROPERTY NAME DATE PERIOD PAYMENT DATE DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 04/01/00 5 NAP 03/01/05
101 SBRC McBee Apartments 04/01/00 10 NAP 03/01/10
102 SBRC Golden Sands Apartments 07/01/99 10 NAP 06/01/09
103 PW Eckerds - Gloversville 04/01/00 15 NAP 07/01/19
104 AMCC Dover Crossing Shopping Center 11/01/99 15 NAP 10/01/09
105 AMCC Plainville Crossing 04/01/00 10 NAP 08/01/09
106 AMCC Staples - Lawton 07/01/00 5 NAP 06/01/10
107 SBRC Boardwalk at Marina Bay 10/01/99 10 NAP 09/01/09
108 AMCC Kalevala Village Apartments 06/01/99 10 NAP 05/01/09
109 PW CVS - Murfreesboro 05/01/00 5 NAP 02/01/20
110 PW La Quinta Gardens 11/01/99 5 NAP 10/01/09
111 PW Urban Outfitters Ann Arbor 12/01/99 5 NAP 11/01/09
112 AMCC Kolstad Great Dane Warehouse 02/01/00 10 NAP 01/01/15
113 PW South Meadows 02/01/00 5 NAP 01/01/10
114 AMCC Pederson-Krag Center Building 11/01/99 10 NAP 10/01/09
115 SBRC Crosstown Self Storage 09/01/99 10 NAP 08/01/09
116 PW Esquire Apartments 04/01/00 5 NAP 03/01/10
117 AMCC Rigid Building Systems 04/01/00 10 NAP 03/01/15
118 PW Falcon Cove Apartments 02/01/00 5 NAP 01/01/10
119 ORIX CountryHouse Residences 01/01/00 5 NAP 12/01/09
120 SBRC One Centennial Drive 02/01/00 10 NAP 01/01/10
121 SBRC Diplomat Apartments 12/01/99 10 NAP 11/01/09
122 PW Avenue J Warehouse 05/01/00 5 NAP 04/01/10
123 AMCC Kiely Plaza Shopping Center 09/01/98 10 NAP 08/01/15
124 ORIX Miami Gardens Office Center 06/01/00 5 NAP 05/01/10
125 PW Texas Tech Office Building 01/01/00 5 NAP 12/01/09
126 AMCC The Village Apartments 01/01/00 10 NAP 12/01/16
127 PW Des Moines Apartments Portfolio 03/01/00 5 NAP 02/01/10
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
128 PW 69-75 Lehigh Avenue 06/01/00 5 05/01/10 05/01/25
129 AMCC Henderson Building 05/01/00 5 NAP 04/01/10
130 AMCC Park Plaza 08/01/98 10 NAP 07/01/13
131 PW North Park Industrial 11/01/99 5 NAP 10/01/09
132 PW Midwood Medical Center 01/01/00 5 NAP 12/01/09
133 AMCC Southcenter Strip Retail Center 12/01/98 10 NAP 11/01/18
134 AMCC Fair Oaks Office/Retail Bldg 09/01/99 10 NAP 08/01/09
135 AMCC Southview Apartments 08/01/99 10 NAP 07/01/09
136 SBRC Monaco Apartments 11/01/99 10 NAP 10/01/09
137 AMCC Hafner Court Apartments 12/01/98 10 NAP 11/01/08
138 AMCC Loma Vista Center 12/01/99 10 NAP 11/01/09
139 AMCC Carroll Road Warehouse 10/01/99 10 NAP 09/01/09
140 AMCC Sandalwood Apartments 02/01/99 10 NAP 01/01/17
142 SBRC Bonhampton Corners 09/01/99 10 NAP 08/01/09
143 AMCC Greenway Village Shopping Center 09/01/98 10 NAP 08/01/08
144 PW Jupiter Corporate Center 12/01/99 5 NAP 11/01/09
145 AMCC Banneker Building 09/01/99 10 NAP 08/01/09
146 AMCC 3975 Landmark Street 10/01/98 10 NAP 09/01/08
</TABLE>
# Loan Original Balance changed at the beginning of month 8 of the loan,
due to a $100,000 paydown. Original Balance and First Payment Date
were $2,500,000 and 9/1/99, respectively.
<TABLE>
<CAPTION>
STATED CALCULATED
ORIGINAL ORIGINAL ORIGINAL
MONTHLY TERM TO AMORT- AMORT-
DEBT MATURITY / IZATION IZATION
CONTROL MORTGAGE SERVICE ARD TERM TERM
NUMBER LOAN SELLER LOAN / PROPERTY NAME PAYMENT (MONTHS) (MONTHS) (MONTHS)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 19,734.93 60 360 360
101 SBRC McBee Apartments 19,205.12 120 360 360
102 SBRC Golden Sands Apartments 17,343.62 120 360 360
103 PW Eckerds - Gloversville 22,073.16 232 232 232
104 AMCC Dover Crossing Shopping Center 17,946.11 120 360 360
105 AMCC Plainville Crossing 19,711.26 113 293 260
106 AMCC Staples - Lawton 18,042.28 120 360 360
107 SBRC Boardwalk at Marina Bay 18,703.73 120 300 300
108 AMCC Kalevala Village Apartments 16,997.59 120 300 300
109 PW CVS - Murfreesboro 18,409.00 238 238 238
110 PW La Quinta Gardens 16,264.92 120 360 360
111 PW Urban Outfitters Ann Arbor 16,821.58 120 360 360
112 AMCC Kolstad Great Dane Warehouse 16,678.70 180 300 300
113 PW South Meadows 16,092.45 120 360 360
114 AMCC Pederson-Krag Center Building 15,172.29 120 300 300
115 SBRC Crosstown Self Storage 16,010.31 120 300 300
116 PW Esquire Apartments 15,380.55 120 360 360
117 AMCC Rigid Building Systems 20,566.09 180 180 177
118 PW Falcon Cove Apartments 15,271.07 120 360 360
119 ORIX CountryHouse Residences 16,407.38 120 300 300
120 SBRC One Centennial Drive 15,281.68 120 360 360
121 SBRC Diplomat Apartments 14,322.35 120 360 360
122 PW Avenue J Warehouse 14,407.86 120 360 360
123 AMCC Kiely Plaza Shopping Center 17,668.43 204 204 204
124 ORIX Miami Gardens Office Center 14,021.87 120 360 360
125 PW Texas Tech Office Building 14,159.40 120 360 360
126 AMCC The Village Apartments 16,440.43 204 204 201
127 PW Des Moines Apartments Portfolio 13,569.01 120 360 360
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
128 PW 69-75 Lehigh Avenue 14,034.24 120 300 300
129 AMCC Henderson Building 13,942.02 120 300 300
130 AMCC Park Plaza 16,330.24 180 180 180
131 PW North Park Industrial 12,512.09 120 360 360
132 PW Midwood Medical Center 13,290.38 120 300 300
133 AMCC Southcenter Strip Retail Center 12,941.42 240 240 240
134 AMCC Fair Oaks Office/Retail Bldg 12,137.83 120 300 300
135 AMCC Southview Apartments 11,536.86 120 300 300
136 SBRC Monaco Apartments 11,481.59 120 360 360
137 AMCC Hafner Court Apartments 11,843.59 120 264 264
138 AMCC Loma Vista Center 12,179.66 120 300 300
139 AMCC Carroll Road Warehouse 11,776.68 120 300 300
140 AMCC Sandalwood Apartments 12,776.47 216 216 216
142 SBRC Bonhampton Corners 14,153.53 120 180 180
143 AMCC Greenway Village Shopping Center 10,672.67 120 300 300
144 PW Jupiter Corporate Center 10,665.73 120 360 360
145 AMCC Banneker Building 10,272.71 120 360 360
146 AMCC 3975 Landmark Street 10,563.39 120 264 264
</TABLE>
# Loan Original Balance changed at the beginning of month 8 of the loan,
due to a $100,000 paydown. Original Balance and First Payment Date
were $2,500,000 and 9/1/99, respectively.
<TABLE>
<CAPTION>
CALCULATED
REMAINING REMAINING
TERM TO AMORT-
MATURITY / IZATION CUT-OFF
CONTROL MORTGAGE SEASONING ARD TERM DATE
NUMBER LOAN SELLER LOAN / PAYMENT NAME (MONTHS) (MONTHS) (MONTHS) BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 5 55 355 2,514,420
101 SBRC McBee Apartments 5 115 355 2,494,096
102 SBRC Golden Sands Apartments 14 106 346 2,476,260
103 PW Eckerds - Gloversville 5 227 227 2,409,906
104 AMCC Dover Crossing Shopping Center 10 110 350 2,386,869
105 AMCC Plainville Crossing 5 108 255 2,368,545
106 AMCC Staples - Lawton 2 118 358 2,322,786
107 SBRC Boardwalk at Marina Bay 11 109 289 2,311,282
108 AMCC Kalevala Village Apartments 15 105 285 2,243,900
109 PW CVS - Murfreesboro 4 234 234 2,178,865
110 PW La Quinta Gardens 10 110 350 2,153,314
111 PW Urban Outfitters Ann Arbor 9 111 351 2,091,391
112 AMCC Kolstad Great Dane Warehouse 7 173 293 2,066,956
113 PW South Meadows 7 113 353 1,993,702
114 AMCC Pederson-Krag Center Building 10 110 290 1,979,853
115 SBRC Crosstown Self Storage 12 108 288 1,978,457
116 PW Esquire Apartments 5 115 355 1,977,474
117 AMCC Rigid Building Systems 5 175 172 1,974,122
118 PW Falcon Cove Apartments 7 113 353 1,943,325
119 ORIX CountryHouse Residences 8 112 292 1,921,171
120 SBRC One Centennial Drive 7 113 353 1,918,678
121 SBRC Diplomat Apartments 9 111 351 1,900,471
122 PW Avenue J Warehouse 4 116 356 1,896,089
123 AMCC Kiely Plaza Shopping Center 24 180 180 1,877,073
124 ORIX Miami Gardens Office Center 3 117 357 1,853,331
125 PW Texas Tech Office Building 8 112 352 1,842,492
126 AMCC The Village Apartments 8 196 193 1,776,439
127 PW Des Moines Apartments Portfolio 6 114 354 1,711,866
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
128 PW 69-75 Lehigh Avenue 3 117 297 1,696,099
129 AMCC Henderson Building 4 116 296 1,669,689
130 AMCC Park Plaza 25 155 155 1,649,377
131 PW North Park Industrial 10 110 350 1,641,334
132 PW Midwood Medical Center 8 112 292 1,618,960
133 AMCC Southcenter Strip Retail Center 21 219 219 1,580,644
134 AMCC Fair Oaks Office/Retail Bldg 12 108 288 1,580,531
135 AMCC Southview Apartments 13 107 287 1,552,733
136 SBRC Monaco Apartments 10 110 350 1,541,288
137 AMCC Hafner Court Apartments 21 99 243 1,527,284
138 AMCC Loma Vista Center 9 111 291 1,488,222
139 AMCC Carroll Road Warehouse 11 109 289 1,484,375
140 AMCC Sandalwood Apartments 19 197 197 1,478,987
142 SBRC Bonhampton Corners 12 108 168 1,447,064
143 AMCC Greenway Village Shopping Center 24 96 276 1,428,903
144 PW Jupiter Corporate Center 9 111 351 1,393,323
145 AMCC Banneker Building 12 108 348 1,390,238
146 AMCC 3975 Landmark Street 23 97 241 1,326,621
</TABLE>
# Loan Original Balance changed at the beginning of month 8 of the loan,
due to a $100,000 paydown. Original Balance and First Payment Date
were $2,500,000 and 9/1/99, respectively.
<PAGE> 217
<TABLE>
<CAPTION>
GENERAL INFORMATION
MORTGAGE ADMIN- NET
CONTROL LOAN ORIGINAL MORTGAGE ISTRATIVE MORTGAGE
NUMBER SELLER LOAN / PROPERTY NAME BALANCE RATE FEE RATE RATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio 1,330,000 8.9500% 0.0525% 8.8975%
147A Carrington Heights Apartments
147B Plaza Apartments
148 AMCC 88 Sunnyside Building 1,350,000 7.5000% 0.0525% 7.4475%
149 PW Pond Street & North Court Apts. Portfolio 1,300,000 8.4000% 0.0525% 8.3475%
149A Pond Street Apartments
149B North Court Apartments
150 AMCC Plaza Northwest Shopping Center 1,300,000 8.2000% 0.0525% 8.1475%
151 PW Paradise Palm Mobile Home Park 1,280,000 8.6000% 0.0525% 8.5475%
152 AMCC Kennewick Square 1,300,000 7.2000% 0.0525% 7.1475%
153 AMCC Party City 1,285,000 7.5000% 0.0525% 7.4475%
154 AMCC Blue Devils Building 1,350,000 7.4000% 0.0525% 7.3475%
155 AMCC Schuck's Retail Center 1,275,000 7.9000% 0.0525% 7.8475%
156 AMCC Northwood Estates 1,250,000 8.2500% 0.0525% 8.1975%
157 AMCC Miramar Commerce Center 1,300,000 7.5000% 0.0525% 7.4475%
158 AMCC South Bay Industrial 1,250,000 8.3000% 0.0525% 8.2475%
159 AMCC Bloomfield Center 1,250,000 6.9500% 0.0525% 6.8975%
160 AMCC Park Willow Apartments 1,210,000 8.2500% 0.0525% 8.1975%
161 AMCC Belmond Center 1,300,000 7.4500% 0.0525% 7.3975%
162 AMCC Riverwood Apartments 1,200,000 8.6000% 0.0525% 8.5475%
163 PW 85 Second Avenue 1,149,000 9.4000% 0.0525% 9.3475%
164 AMCC PGE Buildings 1,200,000 7.3000% 0.0525% 7.2475%
165 AMCC Carroll Canyon Road Industrial Condos 1,141,000 7.4000% 0.0525% 7.3475%
166 AMCC Myrex Manufacturing Plant & Corporate Offices 1,220,000 8.1000% 0.0525% 8.0475%
167 PW St. James Apartments 1,100,000 8.5000% 0.0525% 8.4475%
168 AMCC Walnut Creek Shopping Center 1,100,000 8.3000% 0.0525% 8.2475%
169 AMCC Quail Hollow Mini Storage 1,100,000 8.4000% 0.0525% 8.3475%
170 PW CVS - Lowell 1,083,750 8.8500% 0.0525% 8.7975%
171 AMCC Freeway Industries Center 1,150,000 7.5000% 0.0525% 7.4475%
172 AMCC AT&T Building 1,100,000 7.0000% 0.0525% 6.9475%
173 AMCC PBR III 1,060,000 7.3000% 0.0525% 7.2475%
174 PW Ivory Garden Apartments 1,024,000 8.5000% 0.0525% 8.4475%
175 AMCC Knoxville Square 1,065,000 7.7000% 0.0525% 7.6475%
176 SBRC Parthenia Garden Apartments 1,000,000 7.8300% 0.1125% 7.7175%
177 AMCC Larkfield Road Office Building 1,010,000 7.0500% 0.0525% 6.9975%
178 AMCC Kings Kourt Apartments 990,000 8.0500% 0.0525% 7.9975%
179 AMCC Philomath Self-Storage 1,000,000 7.3500% 0.0525% 7.2975%
180 AMCC Aztec Building 990,000 7.5000% 0.0525% 7.4475%
181 AMCC Stone Mountain Carpet Mill Outlet 1,000,000 7.5500% 0.0525% 7.4975%
182 PW 10 Jewel Drive 925,000 8.5500% 0.0525% 8.4975%
183 AMCC Williams Road Office Building 945,000 7.5500% 0.0525% 7.4975%
184 AMCC Wheeling Service Center 1,000,000 7.5000% 0.0525% 7.4475%
185 AMCC 650 New Road Office Building 925,000 8.3000% 0.0525% 8.2475%
186 PW Pine Street Apartments 917,000 8.6000% 0.0525% 8.5475%
187 AMCC The Certex Building 960,000 7.2500% 0.0525% 7.1975%
188 AMCC Pheasant Run Shopping Center 850,000 8.4000% 0.0525% 8.3475%
189 AMCC Runnin' Rebel Plaza 900,000 7.7000% 0.0525% 7.6475%
190 AMCC Vic Huber Photgraphy Building 830,000 8.5000% 0.0525% 8.4475%
191 AMCC Hollywood Video-Westland 822,500 7.9000% 0.0525% 7.8475%
192 PW Reading Business Center 807,000 8.8000% 0.0525% 8.7475%
193 AMCC National Die & Button Mould Company 800,000 8.6000% 0.0525% 8.5475%
194 AMCC Metropolitan Square Shopping Center 900,000 6.7500% 0.0525% 6.6975%
</TABLE>
<TABLE>
<CAPTION>
Interest
Control Mortgage Rate Accrual Loan Note
Number Loan Seller Loan / Property Name Type Method Type Date
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio Fixed Actual/360 Balloon 03/31/00
147A Carrington Heights Apartments
147B Plaza Apartments
148 AMCC 88 Sunnyside Building Fixed Actual/360 Balloon 10/09/98
149 PW Pond Street & North Court Apts. Portfolio Fixed Actual/360 Balloon 04/03/00
149A Pond Street Apartments
149B North Court Apartments
150 AMCC Plaza Northwest Shopping Center Fixed Actual/360 Balloon 05/04/99
151 PW Paradise Palm Mobile Home Park Fixed Actual/360 Balloon 10/07/99
152 AMCC Kennewick Square Fixed Actual/360 Balloon 09/30/98
153 AMCC Party City Fixed Actual/360 Balloon 08/19/98
154 AMCC Blue Devils Building Fixed 30/360 Full Am 08/19/98
155 AMCC Schuck's Retail Center Fixed Actual/360 Balloon 11/30/98
156 AMCC Northwood Estates Fixed Actual/360 Balloon 10/27/99
157 AMCC Miramar Commerce Center Fixed Actual/360 Balloon 06/25/98
158 AMCC South Bay Industrial Fixed Actual/360 Balloon 06/30/99
159 AMCC Bloomfield Center Fixed Actual/360 Balloon 10/29/98
160 AMCC Park Willow Apartments Fixed Actual/360 Balloon 10/13/99
161 AMCC Belmond Center Fixed 30/360 Full Am 06/18/98
162 AMCC Riverwood Apartments Fixed 30/360 Full Am 06/18/99
163 PW 85 Second Avenue Fixed Actual/360 Balloon 01/14/00
164 AMCC PGE Buildings Fixed 30/360 Full Am 09/15/98
165 AMCC Carroll Canyon Road Industrial Condos Fixed Actual/360 Balloon 07/29/98
166 AMCC Myrex Manufacturing Plant & Corporate Offices Fixed 30/360 Full Am 03/05/99
167 PW St. James Apartments Fixed Actual/360 Balloon 12/17/99
168 AMCC Walnut Creek Shopping Center Fixed Actual/360 Balloon 07/29/99
169 AMCC Quail Hollow Mini Storage Fixed Actual/360 Balloon 05/20/99
170 PW CVS - Lowell Fixed Actual/360 ARD 03/03/00
171 AMCC Freeway Industries Center Fixed 30/360 Full Am 11/13/98
172 AMCC AT&T Building Fixed Actual/360 Balloon 12/22/98
173 AMCC PBR III Fixed Actual/360 Balloon 08/03/98
174 PW Ivory Garden Apartments Fixed Actual/360 Balloon 04/20/00
175 AMCC Knoxville Square Fixed Actual/360 Balloon 06/26/98
176 SBRC Parthenia Garden Apartments Fixed Actual/360 Balloon 12/09/99
177 AMCC Larkfield Road Office Building Fixed Actual/360 Balloon 09/18/98
178 AMCC Kings Kourt Apartments Fixed Actual/360 Balloon 07/23/99
179 AMCC Philomath Self-Storage Fixed Actual/360 Balloon 09/29/98
180 AMCC Aztec Building Fixed 30/360 Full Am 11/02/98
181 AMCC Stone Mountain Carpet Mill Outlet Fixed 30/360 Full Am 07/07/98
182 PW 10 Jewel Drive Fixed Actual/360 Balloon 11/12/99
183 AMCC Williams Road Office Building Fixed Actual/360 Balloon 06/16/98
184 AMCC Wheeling Service Center Fixed 30/360 Full Am 06/09/98
185 AMCC 650 New Road Office Building Fixed Actual/360 Balloon 05/24/99
186 PW Pine Street Apartments Fixed Actual/360 Balloon 11/30/99
187 AMCC The Certex Building Fixed 30/360 Full Am 10/30/98
188 AMCC Pheasant Run Shopping Center Fixed Actual/360 Balloon 05/25/99
189 AMCC Runnin' Rebel Plaza Fixed 30/360 Full Am 07/23/98
190 AMCC Vic Huber Photgraphy Building Fixed Actual/360 Balloon 07/14/99
191 AMCC Hollywood Video-Westland Fixed Actual/360 Balloon 02/24/99
192 PW Reading Business Center Fixed Actual/360 Balloon 12/30/99
193 AMCC National Die & Button Mould Company Fixed Actual/360 Balloon 06/17/99
194 AMCC Metropolitan Square Shopping Center Fixed 30/360 Full Am 10/08/98
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
ANTICI-
FIRST PATED SCHEDULED
CONTROL MORTGAGE PAYMENT GRACE REPAYMENT MATURITY
NUMBER LOAN SELLER LOAN / PROPERTY NAME DATE PERIOD DATE DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio 05/01/00 5 NAP 04/01/10
147A Carrington Heights Apartments
147B Plaza Apartments
148 AMCC 88 Sunnyside Building 12/01/98 10 NAP 11/01/08
149 PW Pond Street & North Court Apts. Portfolio 06/01/00 5 NAP 05/01/10
149A Pond Street Apartments
149B North Court Apartments
150 AMCC Plaza Northwest Shopping Center 07/01/99 10 NAP 06/01/09
151 PW Paradise Palm Mobile Home Park 12/01/99 5 NAP 11/01/09
152 AMCC Kennewick Square 11/01/98 10 NAP 10/01/08
153 AMCC Party City 10/01/98 10 NAP 09/01/10
154 AMCC Blue Devils Building 10/01/98 10 NAP 09/01/13
155 AMCC Schuck's Retail Center 01/01/99 10 NAP 12/01/08
156 AMCC Northwood Estates 01/01/00 10 NAP 12/01/09
157 AMCC Miramar Commerce Center 08/01/98 10 NAP 07/01/08
158 AMCC South Bay Industrial 08/01/99 10 NAP 07/01/09
159 AMCC Bloomfield Center 12/01/98 10 NAP 11/01/08
160 AMCC Park Willow Apartments 12/01/99 10 NAP 11/01/09
161 AMCC Belmond Center 08/01/98 10 NAP 07/01/13
162 AMCC Riverwood Apartments 08/01/99 10 NAP 07/01/19
163 PW 85 Second Avenue 03/01/00 5 NAP 02/01/10
164 AMCC PGE Buildings 11/01/98 10 NAP 10/01/13
165 AMCC Carroll Canyon Road Industrial Condos 09/01/98 10 NAP 08/01/08
166 AMCC Myrex Manufacturing Plant & Corporate Offices 05/01/99 10 NAP 04/01/09
167 PW St. James Apartments 02/01/00 5 NAP 01/01/10
168 AMCC Walnut Creek Shopping Center 09/01/99 10 NAP 08/01/09
169 AMCC Quail Hollow Mini Storage 07/01/99 10 NAP 06/01/09
170 PW CVS - Lowell 05/01/00 5 04/01/10 04/01/30
171 AMCC Freeway Industries Center 01/01/99 10 NAP 12/01/13
172 AMCC AT&T Building 02/01/99 10 NAP 01/01/09
173 AMCC PBR III 10/01/98 10 NAP 09/01/08
174 PW Ivory Garden Apartments 06/01/00 5 NAP 05/01/10
175 AMCC Knoxville Square 08/01/98 10 NAP 07/01/10
176 SBRC Parthenia Garden Apartments 02/01/00 5 NAP 01/01/10
177 AMCC Larkfield Road Office Building 11/01/98 10 NAP 10/01/09
178 AMCC Kings Kourt Apartments 09/01/99 10 NAP 08/01/09
179 AMCC Philomath Self-Storage 11/01/98 10 NAP 10/01/08
180 AMCC Aztec Building 01/01/99 10 NAP 12/01/13
181 AMCC Stone Mountain Carpet Mill Outlet 09/01/98 10 NAP 08/01/13
182 PW 10 Jewel Drive 01/01/00 5 NAP 12/01/09
183 AMCC Williams Road Office Building 08/01/98 10 NAP 07/01/08
184 AMCC Wheeling Service Center 08/01/98 10 NAP 07/01/13
185 AMCC 650 New Road Office Building 07/01/99 10 NAP 06/01/09
186 PW Pine Street Apartments 01/01/00 5 NAP 12/01/09
187 AMCC The Certex Building 12/01/98 10 NAP 11/01/13
188 AMCC Pheasant Run Shopping Center 07/01/99 10 NAP 06/01/09
189 AMCC Runnin' Rebel Plaza 09/01/98 10 NAP 08/01/13
190 AMCC Vic Huber Photgraphy Building 09/01/99 10 NAP 08/01/09
191 AMCC Hollywood Video-Westland 04/01/99 10 NAP 03/01/09
192 PW Reading Business Center 02/01/00 5 NAP 01/01/10
193 AMCC National Die & Button Mould Company 08/01/99 10 NAP 07/01/09
194 AMCC Metropolitan Square Shopping Center 12/01/98 10 NAP 11/01/08
</TABLE>
<TABLE>
<CAPTION>
STATED CALCULATED
ORIGINAL ORIGINAL ORIGINAL
MONTHLY TERM TO AMORT- AMORT-
DEBT MATURITY / IZATION IZATION
CONTROL MORTGAGE SERVICE ARD TERM TERM
NUMBER LOAN SELLER LOAN / PROPERTY NAME PAYMENT (MONTHS) (MONTHS) (MONTHS)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio 11,115.81 120 300 300
147A Carrington Heights Apartments
147B Plaza Apartments
148 AMCC 88 Sunnyside Building 9,976.39 120 300 300
149 PW Pond Street & North Court Apts. Portfolio 9,903.89 120 360 360
149A Pond Street Apartments
149B North Court Apartments
150 AMCC Plaza Northwest Shopping Center 10,206.46 120 300 300
151 PW Paradise Palm Mobile Home Park 9,932.95 120 360 360
152 AMCC Kennewick Square 9,354.66 120 300 300
153 AMCC Party City 9,496.04 144 300 300
154 AMCC Blue Devils Building 12,438.08 180 180 180
155 AMCC Schuck's Retail Center 9,756.35 120 300 300
156 AMCC Northwood Estates 9,390.84 120 360 360
157 AMCC Miramar Commerce Center 10,472.72 120 240 240
158 AMCC South Bay Industrial 9,897.43 120 300 300
159 AMCC Bloomfield Center 8,794.91 120 300 300
160 AMCC Park Willow Apartments 9,540.25 120 300 300
161 AMCC Belmond Center 12,014.26 180 180 180
162 AMCC Riverwood Apartments 10,489.96 240 240 240
163 PW 85 Second Avenue 9,577.69 120 360 360
164 AMCC PGE Buildings 10,988.21 180 180 180
165 AMCC Carroll Canyon Road Industrial Condos 8,357.82 120 300 300
166 AMCC Myrex Manufacturing Plant & Corporate Offices 14,866.52 120 120 120
167 PW St. James Apartments 8,458.05 120 360 360
168 AMCC Walnut Creek Shopping Center 8,302.64 120 360 360
169 AMCC Quail Hollow Mini Storage 8,783.50 120 300 300
170 PW CVS - Lowell 8,603.39 120 360 360
171 AMCC Freeway Industries Center 10,660.65 180 180 180
172 AMCC AT&T Building 7,774.58 120 300 300
173 AMCC PBR III 7,695.94 120 300 300
174 PW Ivory Garden Apartments 7,873.67 120 360 360
175 AMCC Knoxville Square 8,710.28 144 240 240
176 SBRC Parthenia Garden Apartments 7,219.49 120 360 360
177 AMCC Larkfield Road Office Building 7,170.72 132 300 300
178 AMCC Kings Kourt Apartments 7,673.81 120 300 300
179 AMCC Philomath Self-Storage 7,292.62 120 300 300
180 AMCC Aztec Building 9,177.42 180 180 180
181 AMCC Stone Mountain Carpet Mill Outlet 9,298.56 180 180 180
182 PW 10 Jewel Drive 7,145.25 120 360 360
183 AMCC Williams Road Office Building 7,014.23 120 300 300
184 AMCC Wheeling Service Center 9,270.12 180 180 180
185 AMCC 650 New Road Office Building 7,324.10 120 300 300
186 PW Pine Street Apartments 7,445.83 120 300 300
187 AMCC The Certex Building 8,763.49 180 180 180
188 AMCC Pheasant Run Shopping Center 7,322.79 120 240 240
189 AMCC Runnin' Rebel Plaza 8,445.73 180 180 180
190 AMCC Vic Huber Photgraphy Building 6,683.39 120 300 300
191 AMCC Hollywood Video-Westland 6,293.80 120 300 300
192 PW Reading Business Center 6,377.51 120 360 360
193 AMCC National Die & Button Mould Company 6,993.31 120 240 240
194 AMCC Metropolitan Square Shopping Center 10,334.18 120 120 120
</TABLE>
<TABLE>
<CAPTION>
CALCULATED
REMAINING REMAINING
TERM TO AMORT-
MATURITY / IZATION CUT-OFF
CONTROL MORTGAGE SEASONING ARD TERM DATE
NUMBER LOAN SELLER LOAN / PAYMENT NAME (MONTHS) (MONTHS) (MONTHS) BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio 4 116 296 1,325,826
147A Carrington Heights Apartments
147B Plaza Apartments
148 AMCC 88 Sunnyside Building 21 99 279 1,318,223
149 PW Pond Street & North Court Apts. Portfolio 3 117 357 1,298,182
149A Pond Street Apartments
149B North Court Apartments
150 AMCC Plaza Northwest Shopping Center 14 106 286 1,282,786
151 PW Paradise Palm Mobile Home Park 9 111 351 1,274,215
152 AMCC Kennewick Square 22 98 278 1,266,282
153 AMCC Party City 23 121 277 1,251,703
154 AMCC Blue Devils Building 23 157 157 1,248,696
155 AMCC Schuck's Retail Center 20 100 280 1,248,616
156 AMCC Northwood Estates 8 112 352 1,244,639
157 AMCC Miramar Commerce Center 25 95 215 1,240,127
158 AMCC South Bay Industrial 13 107 287 1,235,138
159 AMCC Bloomfield Center 21 99 279 1,217,630
160 AMCC Park Willow Apartments 9 111 291 1,199,831
161 AMCC Belmond Center 25 155 155 1,193,708
162 AMCC Riverwood Apartments 13 227 227 1,174,346
163 PW 85 Second Avenue 6 114 354 1,146,069
164 AMCC PGE Buildings 22 158 158 1,113,460
165 AMCC Carroll Canyon Road Industrial Condos 24 96 276 1,109,656
166 AMCC Myrex Manufacturing Plant & Corporate Offices 16 104 104 1,108,351
167 PW St. James Apartments 7 113 353 1,096,026
168 AMCC Walnut Creek Shopping Center 12 108 348 1,092,922
169 AMCC Quail Hollow Mini Storage 14 106 286 1,085,992
170 PW CVS - Lowell 4 116 356 1,081,816
171 AMCC Freeway Industries Center 20 160 160 1,076,254
172 AMCC AT&T Building 19 101 281 1,074,565
173 AMCC PBR III 23 97 277 1,031,555
174 PW Ivory Garden Apartments 3 117 357 1,022,613
175 AMCC Knoxville Square 25 119 215 1,017,191
176 SBRC Parthenia Garden Apartments 7 113 353 995,703
177 AMCC Larkfield Road Office Building 22 110 278 983,112
178 AMCC Kings Kourt Apartments 12 108 288 978,515
179 AMCC Philomath Self-Storage 22 98 278 974,736
180 AMCC Aztec Building 20 160 160 926,514
181 AMCC Stone Mountain Carpet Mill Outlet 24 156 156 922,364
182 PW 10 Jewel Drive 8 112 352 921,350
183 AMCC Williams Road Office Building 25 95 275 918,706
184 AMCC Wheeling Service Center 25 155 155 918,553
185 AMCC 650 New Road Office Building 14 106 286 912,988
186 PW Pine Street Apartments 8 112 292 910,726
187 AMCC The Certex Building 21 159 159 893,859
188 AMCC Pheasant Run Shopping Center 14 106 226 831,321
189 AMCC Runnin' Rebel Plaza 24 156 156 830,942
190 AMCC Vic Huber Photgraphy Building 12 108 288 821,183
191 AMCC Hollywood Video-Westland 17 103 283 808,449
192 PW Reading Business Center 7 113 353 804,313
193 AMCC National Die & Button Mould Company 13 107 227 784,289
194 AMCC Metropolitan Square Shopping Center 21 99 99 782,840
</TABLE>
<PAGE> 218
LOAN PREPAYMENT INFORMATION
<TABLE>
<CAPTION>
Mortgage Lockout
Control Loan Period
Number Seller Loan/Property Name Prepayment Provisions End Date
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 SBRC Northpointe Plaza LO(35)/Defeasance(83)/Free(2) 08/31/02
2 PW 1615 Poydras Street LO(47)/Defeasance(72)/Free(1) 04/30/04
3 ORIX Medical Mutual of Ohio Office Building - Toledo LO(28)/Defeasance(88)/Free(4) 08/31/02
4 ORIX Medical Mutual of Ohio Office Building - Beachwood LO(28)/Defeasance(88)/Free(4) 08/31/02
5 PW Diplomat Centre LO(47)/Defeasance(72)/Free(1) 05/31/04
6 SBRC Western Plaza II Shopping Center LO(37)/Defeasance(80)/Free(3) 08/31/02
7 SBRC Metatec Building LO(36)/Defeasance(81)/Free(3) 08/31/02
8 SBRC Red Lion Shopping Center LO(48)/Grtr1%UPBorYM(70)/Free(2) 02/29/04
9 PW Diamond Point Plaza LO(47)/Defeasance(69)/Free(4) 06/30/04
10 PW Mount Vernon Medical Office Building LO(25)/Defeasance(94)/Free(1) 08/31/02
11 ORIX 250 Plaza Office Building LO(36)/Defeasance(80)/Free(4) 08/31/02
12 PW 110 Greenwich Street LO(47)/Defeasance(71)/Free(1) 05/31/04
----------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio LO(26)/Defeasance(93)/Free(1) 08/31/02
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
----------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard LO(47)/Defeasance(72)/Free(1) 12/31/03
15 AMCC Senter Road Industrial Property LO(60)/Defeasance(57)/Free(3) 12/31/04
16 AMCC Scottsdale Gateway II LO(48)/Defeasance(68)/Free(4) 01/31/04
17 PW Kmart Plaza LO(25)/Defeasance(94)/Free(1) 08/31/02
18 PW Miracle Mile Shopping Center LO(25)/Defeasance(94)/Free(1) 08/31/02
19 PW North Country Plaza LO(25)/Defeasance(94)/Free(1) 08/31/02
20 SBRC Fountain Oaks LO(35)/Defeasance(82)/Free(3) 08/31/02
21 SBRC Park Central Office Development LO(35)/Defeasance(82)/Free(3) 08/31/02
22 SBRC McCormick Place Office Park LO(28)/Defeasance(89)/Free(3) 08/31/02
23 SBRC One Michigan Avenue LO(31)/Defeasance(85)/Free(4) 08/31/02
24 ORIX Distribution Services Limited LO(33)/Defeasance(83)/Free(4) 08/31/02
25 SBRC St. Joseph Professional Building LO(35)/Defeasance(80)/Free(5) 08/31/02
26 SBRC Penns Plaza LO(31)/Defeasance(85)/Free(4) 08/31/02
27 SBRC Airport Plaza Office Center - Phase 1 LO(36)/Defeasance(81)/Free(3) 08/31/02
28 PW 375 Ballardvale Street LO(47)/Defeasance(72)/Free(1) 11/30/03
29 SBRC Hampton Inn - Columbus LO(35)/Defeasance(201)/Free(4) 09/30/01
30 SBRC Comfort Suites Hotel LO(35)/Defeasance(201)/Free(4) 09/30/01
31 SBRC Raintree Corporate Center - Phase I LO(30)/Defeasance(87)/Free(3) 08/31/02
----------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio LO(29)/Defeasance(87)/Free(4) 08/31/02
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
----------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park LO(47)/Defeasance(72)/Free(1) 09/30/03
34 PW Lake Cook Office LO(47)/Defeasance(72)/Free(1) 05/31/04
35 PW Pine Terrace Apartments LO(47)/Defeasance(72)/Free(1) 04/30/04
36 SBRC 2265 Ralph Avenue LO(38)/Defeasance(78)/Free(4) 08/31/02
37 PW Shoppers Food Warehouse LO(48)/Defeasance(71)/Free(1) 12/31/03
38 AMCC Computer Science Corp Building LO(36)/Defeasance(80)/Free(4) 01/31/03
39 AMCC Sprint Customer Care Center LO(60)/Defeasance(56)/Free(4) 01/31/05
40 ORIX SugarOak Office Retreat LO(26)/Defeasance(90)/Free(4) 08/31/02
41 ORIX Dronningens Gade Portfolio LO(30)/Defeasance(86)/Free(4) 08/31/02
42 PW 400 Blair Road LO(47)/Defeasance(69)/Free(4) 06/30/04
43 PW 14 Jewel Drive LO(47)/Defeasance(72)/Free(1) 11/30/03
44 SBRC Brookwood Square Shopping Center LO(36)/Defeasance(80)/Free(4) 08/31/02
----------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio LO(47)/Defeasance(72)/Free(1) 11/30/03
45A 87 Concord Road
45B 7 Lopez Road
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Yield Yield
Mortgage Maintenance Maintenance
Control Loan Defease Defease Period Period
Number Seller Loan/Property Name Start Date End Date Start Date End Date
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 09/01/02 07/31/09 NAP NAP
2 PW 1615 Poydras Street 05/01/04 04/30/10 NAP NAP
3 ORIX Medical Mutual of Ohio Office Building - Toledo 09/01/02 12/31/09 NAP NAP
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 09/01/02 12/31/09 NAP NAP
5 PW Diplomat Centre 06/01/04 05/31/10 NAP NAP
6 SBRC Western Plaza II Shopping Center 09/01/02 04/30/09 NAP NAP
7 SBRC Metatec Building 09/01/02 05/31/09 NAP NAP
8 SBRC Red Lion Shopping Center NAP NAP 03/01/04 12/31/09
9 PW Diamond Point Plaza 07/01/04 03/31/10 NAP NAP
10 PW Mount Vernon Medical Office Building 09/01/02 06/30/10 NAP NAP
11 ORIX 250 Plaza Office Building 09/01/02 04/30/09 NAP NAP
12 PW 110 Greenwich Street 06/01/04 04/30/10 NAP NAP
---------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio 09/01/02 05/31/10 NAP NAP
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
---------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard 01/01/04 12/31/09 NAP NAP
15 AMCC Senter Road Industrial Property 01/01/05 09/30/09 NAP NAP
16 AMCC Scottsdale Gateway II 02/01/04 09/30/09 NAP NAP
17 PW Kmart Plaza 09/01/02 06/30/10 NAP NAP
18 PW Miracle Mile Shopping Center 09/01/02 06/30/10 NAP NAP
19 PW North Country Plaza 09/01/02 06/30/10 NAP NAP
20 SBRC Fountain Oaks 09/01/02 06/30/09 NAP NAP
21 SBRC Park Central Office Development 09/01/02 06/30/09 NAP NAP
22 SBRC McCormick Place Office Park 09/01/02 01/31/10 NAP NAP
23 SBRC One Michigan Avenue 09/01/02 09/30/09 NAP NAP
24 ORIX Distribution Services Limited 09/01/02 07/31/09 NAP NAP
25 SBRC St. Joseph Professional Building 09/01/02 04/30/09 NAP NAP
26 SBRC Penns Plaza 09/01/02 09/30/09 NAP NAP
27 SBRC Airport Plaza Office Center - Phase 1 09/01/02 05/31/09 NAP NAP
28 PW 375 Ballardvale Street 12/01/03 11/30/09 NAP NAP
29 SBRC Hampton Inn - Columbus 10/01/01 06/30/18 NAP NAP
30 SBRC Comfort Suites Hotel 10/01/01 06/30/18 NAP NAP
31 SBRC Raintree Corporate Center - Phase I 09/01/02 11/30/09 NAP NAP
---------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio 09/01/02 11/30/09 NAP NAP
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
---------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park 10/01/03 09/30/09 NAP NAP
34 PW Lake Cook Office 06/01/04 05/31/10 NAP NAP
35 PW Pine Terrace Apartments 05/01/04 04/30/10 NAP NAP
36 SBRC 2265 Ralph Avenue 09/01/02 02/28/09 NAP NAP
37 PW Shoppers Food Warehouse 01/01/04 11/30/09 NAP NAP
38 AMCC Computer Science Corp Building 02/01/03 09/30/09 NAP NAP
39 AMCC Sprint Customer Care Center 02/01/05 09/30/09 NAP NAP
40 ORIX SugarOak Office Retreat 09/01/02 02/28/10 NAP NAP
41 ORIX Dronningens Gade Portfolio 09/01/02 10/31/09 NAP NAP
42 PW 400 Blair Road 07/01/04 03/31/10 NAP NAP
43 PW 14 Jewel Drive 12/01/03 11/30/09 NAP NAP
44 SBRC Brookwood Square Shopping Center 09/01/02 04/30/09 NAP NAP
---------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio 12/01/03 11/30/09 NAP NAP
45A 87 Concord Road
45B 7 Lopez Road
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Mortgage Prepayment Prepayment Yield
Control Loan Penalty Penalty Yield Maintenance Maintenance
Number Seller Loan/Property Name Start Date End Date Calculation Method Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza NAP NAP NAP NAP
2 PW 1615 Poydras Street NAP NAP NAP NAP
3 ORIX Medical Mutual of Ohio Office Building - Toledo NAP NAP NAP NAP
4 ORIX Medical Mutual of Ohio Office Building - Beachwood NAP NAP NAP NAP
5 PW Diplomat Centre NAP NAP NAP NAP
6 SBRC Western Plaza II Shopping Center NAP NAP NAP NAP
7 SBRC Metatec Building NAP NAP NAP NAP
8 SBRC Red Lion Shopping Center NAP NAP Present Value Type 1 Treasury Flat
9 PW Diamond Point Plaza NAP NAP NAP NAP
10 PW Mount Vernon Medical Office Building NAP NAP NAP NAP
11 ORIX 250 Plaza Office Building NAP NAP NAP NAP
12 PW 110 Greenwich Street NAP NAP NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio NAP NAP NAP NAP
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
------------------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard NAP NAP NAP NAP
15 AMCC Senter Road Industrial Property NAP NAP NAP NAP
16 AMCC Scottsdale Gateway II NAP NAP NAP NAP
17 PW Kmart Plaza NAP NAP NAP NAP
18 PW Miracle Mile Shopping Center NAP NAP NAP NAP
19 PW North Country Plaza NAP NAP NAP NAP
20 SBRC Fountain Oaks NAP NAP NAP NAP
21 SBRC Park Central Office Development NAP NAP NAP NAP
22 SBRC McCormick Place Office Park NAP NAP NAP NAP
23 SBRC One Michigan Avenue NAP NAP NAP NAP
24 ORIX Distribution Services Limited NAP NAP NAP NAP
25 SBRC St. Joseph Professional Building NAP NAP NAP NAP
26 SBRC Penns Plaza NAP NAP NAP NAP
27 SBRC Airport Plaza Office Center - Phase 1 NAP NAP NAP NAP
28 PW 375 Ballardvale Street NAP NAP NAP NAP
29 SBRC Hampton Inn - Columbus NAP NAP NAP NAP
30 SBRC Comfort Suites Hotel NAP NAP NAP NAP
31 SBRC Raintree Corporate Center - Phase I NAP NAP NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio NAP NAP NAP NAP
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
------------------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park NAP NAP NAP NAP
34 PW Lake Cook Office NAP NAP NAP NAP
35 PW Pine Terrace Apartments NAP NAP NAP NAP
36 SBRC 2265 Ralph Avenue NAP NAP NAP NAP
37 PW Shoppers Food Warehouse NAP NAP NAP NAP
38 AMCC Computer Science Corp Building NAP NAP NAP NAP
39 AMCC Sprint Customer Care Center NAP NAP NAP NAP
40 ORIX SugarOak Office Retreat NAP NAP NAP NAP
41 ORIX Dronningens Gade Portfolio NAP NAP NAP NAP
42 PW 400 Blair Road NAP NAP NAP NAP
43 PW 14 Jewel Drive NAP NAP NAP NAP
44 SBRC Brookwood Square Shopping Center NAP NAP NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio NAP NAP NAP NAP
45A 87 Concord Road
45B 7 Lopez Road
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 219
LOAN PREPAYMENT INFORMATION
<TABLE>
<CAPTION>
Mortgage Lockout
Control Loan Period
Number Seller Loan/Property Name Prepayment Provisions End Date
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation LO(36)/Defeasance(81)/Free(3) 10/31/02
47 SBRC Sorrento Glen LO(28)/Defeasance(89)/Free(3) 08/31/02
48 SBRC Melrose Plaza LO(33)/Defeasance(84)/Free(3) 08/31/02
49 ORIX Bayshore Executive Plaza LO(38)/Defeasance(78)/Free(4) 08/31/02
50 SBRC Gates Park Crossing Apartments LO(33)/Defeasance(84)/Free(3) 08/31/02
51 PW Days Inn Fort Wright LO(60)/Defeasance(53)/Free(7) 08/31/03
52 PW Days Inn Frankfort LO(60)/Defeasance(53)/Free(7) 08/31/03
53 PW Days Inn Shepherdsville LO(60)/Defeasance(53)/Free(7) 08/31/03
54 SBRC Fairgrounds Mobile Estates LO(38)/Defeasance(79)/Free(3) 08/31/02
55 ORIX Lyrewood Pointe Apartments LO(34)/Defeasance(82)/Free(4) 08/31/02
56 SBRC The Market at Summer Oaks LO(29)/Defeasance(88)/Free(3) 08/31/02
57 SBRC Cambridge Village Apartments LO(34)/Defeasance(82)/Free(4) 08/31/02
58 ORIX Park Square Court LO(34)/Defeasance(82)/Free(4) 08/31/02
59 SBRC Princess Anne Marketplace LO(33)/Defeasance(84)/Free(3) 08/31/02
60 SBRC Pinon Trails Apartments LO(35)/Defeasance(82)/Free(3) 08/31/02
61 PW Cayuga Village Mobile Home Park LO(47)/Defeasance(72)/Free(1) 12/31/03
62 SBRC 500 South Salina Street LO(28)/Defeasance(89)/Free(3) 08/31/02
63 SBRC Kerman Shopping Center LO(34)/Defeasance(83)/Free(3) 08/31/02
64 PW 155 West Street LO(47)/Defeasance(72)/Free(1) 11/30/03
65 AMCC Lexington Kmart LO(60)/Defeasance(56)/Free(4) 01/31/05
66 AMCC Niagara Kmart LO(60)/Defeasance(56)/Free(4) 01/31/05
67 SBRC Beverly Westside LO(34)/Defeasance(84)/Free(2) 08/31/02
68 SBRC Balboa Palms Apartments LO(31)/Defeasance(86)/Free(3) 08/31/02
69 SBRC Tarzana Palms Apartments LO(31)/Defeasance(86)/Free(3) 08/31/02
70 PW 131 Spring Street LO(47)/Defeasance(72)/Free(1) 12/31/03
71 SBRC 1445 Hempstead Turnpike LO(38)/Defeasance(78)/Free(4) 08/31/02
72 PW Jackson Professional LO(47)/Defeasance(72)/Free(1) 06/30/04
73 SBRC Campbell Hill Apartments LO(33)/Defeasance(84)/Free(3) 08/31/02
----------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio LO(47)/Defeasance(72)/Free(1) 11/30/03
74A 377 Ballardvale Street
74B 315 New Boston Street
----------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center LO(32)/Defeasance(85)/Free(3) 08/31/02
76 ORIX Renner Plaza Office Building LO(29)/Defeasance(87)/Free(4) 08/31/02
----------------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio LO(47)/Defeasance(69)/Free(4) 04/30/04
77A 114-146 Kings Highway East
77B 1 Maxim Road
----------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road LO(30)/Defeasance(89)/Free(1) 08/31/02
79 SBRC Vacaville Town Center LO(35)/Defeasance(82)/Free(3) 08/31/02
80 PW CVS - Dorchester LO(47)/Defeasance(191)/Free(1) 01/31/04
81 PW RPM Warehouse LO(47)/Defeasance(72)/Free(1) 06/30/04
82 PW Deere Road Warehouse Buildings LO(47)/Defeasance(72)/Free(1) 02/29/04
83 SBRC 411-423 East 114th Street LO(30)/Defeasance(87)/Free(3) 08/31/02
84 PW SunTrust Centre LO(47)/Defeasance(72)/Free(1) 03/31/04
85 AMCC Lynnwood Business Center LO(59)/Grtr1%UPBorYM(57)/Free(4) 05/31/04
86 AMCC Quad 95 LO(59)/Grtr1%UPBorYM(57)/Free(4) 05/31/04
87 SBRC Independence Court Apartments LO(31)/Defeasance(86)/Free(3) 08/31/02
88 SBRC 5601 Merrick Road LO(35)/Defeasance(82)/Free(3) 08/31/02
89 SBRC Pinnacle Warehouse LO(31)/Defeasance(85)/Free(4) 08/31/02
90 SBRC 300 Wildwood Avenue LO(34)/Defeasance(83)/Free(3) 08/31/02
91 PW Congress Professional Center III LO(47)/Defeasance(72)/Free(1) 05/31/04
92 PW Keystone Building LO(47)/Defeasance(72)/Free(1) 02/29/04
93 PW 4621 W. Napoleon LO(26)/Defeasance(93)/Free(1) 08/31/02
94 PW Balboa Pointe Apartments LO(28)/Defeasance(91)/Free(1) 08/31/02
95 SBRC Spartacus Apartments LO(37)/Defeasance(80)/Free(3) 08/31/02
96 SBRC Storage Depot I LO(31)/Defeasance(86)/Free(3) 08/31/02
97 SBRC Village Place Shopping Center LO(44)/Defeasance(70)/Free(3) 05/31/03
98 PW Burke Village Center LO(47)/Defeasance(72)/Free(1) 03/31/04
99 SBRC Tivoli Square Apartments LO(34)/Defeasance(83)/Free(3) 08/31/02
</TABLE>
<TABLE>
<CAPTION>
Yield Yield
Mortgage Maintenance Maintenance
Control Loan Defease Defease Period Period
Number Seller Loan/Property Name Start Date End Date Start Date End Date
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 11/01/02 07/31/09 NAP NAP
47 SBRC Sorrento Glen 09/01/02 01/31/10 NAP NAP
48 SBRC Melrose Plaza 09/01/02 08/31/09 NAP NAP
49 ORIX Bayshore Executive Plaza 09/01/02 02/28/09 NAP NAP
50 SBRC Gates Park Crossing Apartments 09/01/02 08/31/09 NAP NAP
51 PW Days Inn Fort Wright 09/01/03 01/31/08 NAP NAP
52 PW Days Inn Frankfort 09/01/03 01/31/08 NAP NAP
53 PW Days Inn Shepherdsville 09/01/03 01/31/08 NAP NAP
54 SBRC Fairgrounds Mobile Estates 09/01/02 03/31/09 NAP NAP
55 ORIX Lyrewood Pointe Apartments 09/01/02 06/30/09 NAP NAP
56 SBRC The Market at Summer Oaks 09/01/02 12/31/09 NAP NAP
57 SBRC Cambridge Village Apartments 09/01/02 06/30/09 NAP NAP
58 ORIX Park Square Court 09/01/02 06/30/09 NAP NAP
59 SBRC Princess Anne Marketplace 09/01/02 08/31/09 NAP NAP
60 SBRC Pinon Trails Apartments 09/01/02 06/30/09 NAP NAP
61 PW Cayuga Village Mobile Home Park 01/01/04 12/31/09 NAP NAP
62 SBRC 500 South Salina Street 09/01/02 01/31/10 NAP NAP
63 SBRC Kerman Shopping Center 09/01/02 07/31/09 NAP NAP
64 PW 155 West Street 12/01/03 11/30/09 NAP NAP
65 AMCC Lexington Kmart 02/01/05 09/30/09 NAP NAP
66 AMCC Niagara Kmart 02/01/05 09/30/09 NAP NAP
67 SBRC Beverly Westside 09/01/02 08/31/09 NAP NAP
68 SBRC Balboa Palms Apartments 09/01/02 10/31/09 NAP NAP
69 SBRC Tarzana Palms Apartments 09/01/02 10/31/09 NAP NAP
70 PW 131 Spring Street 01/01/04 12/31/09 NAP NAP
71 SBRC 1445 Hempstead Turnpike 09/01/02 02/28/09 NAP NAP
72 PW Jackson Professional 07/01/04 06/30/10 NAP NAP
73 SBRC Campbell Hill Apartments 09/01/02 08/31/09 NAP NAP
---------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio 12/01/03 11/30/09 NAP NAP
74A 377 Ballardvale Street
74B 315 New Boston Street
---------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center 09/01/02 09/30/09 NAP NAP
76 ORIX Renner Plaza Office Building 09/01/02 11/30/09 NAP NAP
---------------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio 05/01/04 01/31/10 NAP NAP
77A 114-146 Kings Highway East
77B 1 Maxim Road
---------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road 09/01/02 01/31/10 NAP NAP
79 SBRC Vacaville Town Center 09/01/02 06/30/09 NAP NAP
80 PW CVS - Dorchester 02/01/04 01/31/20 NAP NAP
81 PW RPM Warehouse 07/01/04 06/30/10 NAP NAP
82 PW Deere Road Warehouse Buildings 03/01/04 02/28/10 NAP NAP
83 SBRC 411-423 East 114th Street 09/01/02 11/30/09 NAP NAP
84 PW SunTrust Centre 04/01/04 03/31/10 NAP NAP
85 AMCC Lynnwood Business Center NAP NAP 06/01/04 02/28/09
86 AMCC Quad 95 NAP NAP 06/01/04 02/28/09
87 SBRC Independence Court Apartments 09/01/02 10/31/09 NAP NAP
88 SBRC 5601 Merrick Road 09/01/02 06/30/09 NAP NAP
89 SBRC Pinnacle Warehouse 09/01/02 09/30/09 NAP NAP
90 SBRC 300 Wildwood Avenue 09/01/02 07/31/09 NAP NAP
91 PW Congress Professional Center III 06/01/04 05/31/10 NAP NAP
92 PW Keystone Building 03/01/04 02/28/10 NAP NAP
93 PW 4621 W. Napoleon 09/01/02 05/31/10 NAP NAP
94 PW Balboa Pointe Apartments 09/01/02 03/31/10 NAP NAP
95 SBRC Spartacus Apartments 09/01/02 04/30/09 NAP NAP
96 SBRC Storage Depot I 09/01/02 10/31/09 NAP NAP
97 SBRC Village Place Shopping Center 06/01/03 03/31/09 NAP NAP
98 PW Burke Village Center 04/01/04 03/31/10 NAP NAP
99 SBRC Tivoli Square Apartments 09/01/02 07/31/09 NAP NAP
</TABLE>
<TABLE>
<CAPTION>
Mortgage Prepayment Prepayment Yield
Control Loan Penalty Penalty Yield Maintenance Maintenance
Number Seller Loan/Property Name Start Date End Date Calculation Method Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation NAP NAP NAP NAP
47 SBRC Sorrento Glen NAP NAP NAP NAP
48 SBRC Melrose Plaza NAP NAP NAP NAP
49 ORIX Bayshore Executive Plaza NAP NAP NAP NAP
50 SBRC Gates Park Crossing Apartments NAP NAP NAP NAP
51 PW Days Inn Fort Wright NAP NAP NAP NAP
52 PW Days Inn Frankfort NAP NAP NAP NAP
53 PW Days Inn Shepherdsville NAP NAP NAP NAP
54 SBRC Fairgrounds Mobile Estates NAP NAP NAP NAP
55 ORIX Lyrewood Pointe Apartments NAP NAP NAP NAP
56 SBRC The Market at Summer Oaks NAP NAP NAP NAP
57 SBRC Cambridge Village Apartments NAP NAP NAP NAP
58 ORIX Park Square Court NAP NAP NAP NAP
59 SBRC Princess Anne Marketplace NAP NAP NAP NAP
60 SBRC Pinon Trails Apartments NAP NAP NAP NAP
61 PW Cayuga Village Mobile Home Park NAP NAP NAP NAP
62 SBRC 500 South Salina Street NAP NAP NAP NAP
63 SBRC Kerman Shopping Center NAP NAP NAP NAP
64 PW 155 West Street NAP NAP NAP NAP
65 AMCC Lexington Kmart NAP NAP NAP NAP
66 AMCC Niagara Kmart NAP NAP NAP NAP
67 SBRC Beverly Westside NAP NAP NAP NAP
68 SBRC Balboa Palms Apartments NAP NAP NAP NAP
69 SBRC Tarzana Palms Apartments NAP NAP NAP NAP
70 PW 131 Spring Street NAP NAP NAP NAP
71 SBRC 1445 Hempstead Turnpike NAP NAP NAP NAP
72 PW Jackson Professional NAP NAP NAP NAP
73 SBRC Campbell Hill Apartments NAP NAP NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio NAP NAP NAP NAP
74A 377 Ballardvale Street
74B 315 New Boston Street
------------------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center NAP NAP NAP NAP
76 ORIX Renner Plaza Office Building NAP NAP NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio NAP NAP NAP NAP
77A 114-146 Kings Highway East
77B 1 Maxim Road
------------------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road NAP NAP NAP NAP
79 SBRC Vacaville Town Center NAP NAP NAP NAP
80 PW CVS - Dorchester NAP NAP NAP NAP
81 PW RPM Warehouse NAP NAP NAP NAP
82 PW Deere Road Warehouse Buildings NAP NAP NAP NAP
83 SBRC 411-423 East 114th Street NAP NAP NAP NAP
84 PW SunTrust Centre NAP NAP NAP NAP
85 AMCC Lynnwood Business Center NAP NAP Present Value Type 2 Treasury Flat
86 AMCC Quad 95 NAP NAP Present Value Type 2 Treasury Flat
87 SBRC Independence Court Apartments NAP NAP NAP NAP
88 SBRC 5601 Merrick Road NAP NAP NAP NAP
89 SBRC Pinnacle Warehouse NAP NAP NAP NAP
90 SBRC 300 Wildwood Avenue NAP NAP NAP NAP
91 PW Congress Professional Center III NAP NAP NAP NAP
92 PW Keystone Building NAP NAP NAP NAP
93 PW 4621 W. Napoleon NAP NAP NAP NAP
94 PW Balboa Pointe Apartments NAP NAP NAP NAP
95 SBRC Spartacus Apartments NAP NAP NAP NAP
96 SBRC Storage Depot I NAP NAP NAP NAP
97 SBRC Village Place Shopping Center NAP NAP NAP NAP
98 PW Burke Village Center NAP NAP NAP NAP
99 SBRC Tivoli Square Apartments NAP NAP NAP NAP
</TABLE>
<PAGE> 220
LOAN PREPAYMENT INFORMATION
<TABLE>
<CAPTION>
Mortgage Lockout
Control Loan Period
Number Seller Loan/Property Name Prepayment Provisions End Date
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
100 AMCC Foothills Village Centre LO(35)/Grtr1%UPBorYM(21)/Free(4) 02/28/03
101 SBRC McBee Apartments LO(29)/Defeasance(88)/Free(3) 08/31/02
102 SBRC Golden Sands Apartments LO(38)/Defeasance(79)/Free(3) 08/31/02
103 PW Eckerds - Gloversville LO(47)/Defeasance(184)/Free(1) 02/29/04
104 AMCC Dover Crossing Shopping Center LO(59)/Grtr1%UPBorYM(57)/Free(4) 09/30/04
105 AMCC Plainville Crossing LO(52)/Grtr1%UPBorYM(57)/Free(4) 07/31/04
106 AMCC Staples - Lawton LO(60)/Defeasance(56)/Free(4) 06/30/05
107 SBRC Boardwalk at Marina Bay LO(35)/Defeasance(81)/Free(4) 08/31/02
108 AMCC Kalevala Village Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4) 04/30/04
109 PW CVS - Murfreesboro LO(47)/Defeasance(190)/Free(1) 03/31/04
110 PW La Quinta Gardens LO(47)/Defeasance(72)/Free(1) 09/30/03
111 PW Urban Outfitters Ann Arbor LO(48)/Defeasance(71)/Free(1) 11/30/03
112 AMCC Kolstad Great Dane Warehouse LO(60)/Defeasance(116)/Free(4) 01/31/05
113 PW South Meadows LO(47)/Defeasance(72)/Free(1) 12/31/03
114 AMCC Pederson-Krag Center Building LO(59)/Grtr1%UPBorYM(57)/Free(4) 09/30/04
115 SBRC Crosstown Self Storage LO(36)/Defeasance(81)/Free(3) 08/31/02
116 PW Esquire Apartments LO(29)/Defeasance(90)/Free(1) 08/31/02
117 AMCC Rigid Building Systems LO(59)/Grtr1%UPBorYM(117)/Free(4) 02/28/05
118 PW Falcon Cove Apartments LO(47)/Defeasance(72)/Free(1) 12/31/03
119 ORIX CountryHouse Residences LO(32)/Defeasance(84)/Free(4) 08/31/02
120 SBRC One Centennial Drive LO(31)/Defeasance(85)/Free(4) 08/31/02
121 SBRC Diplomat Apartments LO(33)/Defeasance(84)/Free(3) 08/31/02
122 PW Avenue J Warehouse LO(47)/Defeasance(72)/Free(1) 03/31/04
123 AMCC Kiely Plaza Shopping Center LO(59)/Grtr1%UPBorYM(142)/Free(3) 07/31/03
124 ORIX Miami Gardens Office Center LO(27)/Defeasance(89)/Free(4) 08/31/02
125 PW Texas Tech Office Building LO(47)/Defeasance(72)/Free(1) 11/30/03
126 AMCC The Village Apartments LO(59)/Grtr1%UPBorYM(141)/Free(4) 11/30/04
----------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio LO(47)/Defeasance(72)/Free(1) 01/31/04
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
----------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue LO(27)/Defeasance(92)/Free(1) 08/31/02
129 AMCC Henderson Building LO(59)/Grtr1%UPBorYM(57)/Free(4) 03/31/05
130 AMCC Park Plaza LO(59)/Grtr1%UPBorYM(118)/Free(3) 06/30/03
131 PW North Park Industrial LO(47)/Defeasance(72)/Free(1) 09/30/03
132 PW Midwood Medical Center LO(47)/Defeasance(72)/Free(1) 11/30/03
133 AMCC Southcenter Strip Retail Center LO(59)/Grtr1%UPBorYM(174)/Free(7) 10/31/03
134 AMCC Fair Oaks Office/Retail Bldg LO(59)/Grtr1%UPBorYM(57)/Free(4) 07/31/04
135 AMCC Southview Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4) 06/30/04
136 SBRC Monaco Apartments LO(34)/Defeasance(83)/Free(3) 08/31/02
137 AMCC Hafner Court Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4) 10/31/03
138 AMCC Loma Vista Center LO(59)/Grtr1%UPBorYM(57)/Free(4) 10/31/04
139 AMCC Carroll Road Warehouse LO(59)/Grtr1%UPBorYM(57)/free(4) 08/31/04
140 AMCC Sandalwood Apartments LO(59)/Grtr1%UPBorYM(153)/Free(4) 12/31/03
142 SBRC Bonhampton Corners LO(36)/Defeasance(79)/Free(5) 08/31/02
143 AMCC Greenway Village Shopping Center LO(59)/Grtr1%UPBorYM(54)/Free(7) 07/31/03
144 PW Jupiter Corporate Center LO(47)/Defeasance(72)/Free(1) 10/31/03
145 AMCC Banneker Building LO(59)/Grtr1%UPBorYM(57)/Free(4) 07/31/04
146 AMCC 3975 Landmark Street LO(59)/Grtr1%UPBorYM(57)/Free(4) 08/31/03
</TABLE>
<TABLE>
<CAPTION>
Yield Yield
Mortgage Maintenance Maintenance
Control Loan Defease Defease Period Period
Number Seller Loan/Property Name Start Date End Date Start Date End Date
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre NAP NAP 03/01/03 11/30/04
101 SBRC McBee Apartments 09/01/02 12/31/09 NAP NAP
102 SBRC Golden Sands Apartments 09/01/02 03/31/09 NAP NAP
103 PW Eckerds - Gloversville 03/01/04 06/30/19 NAP NAP
104 AMCC Dover Crossing Shopping Center NAP NAP 10/01/04 06/30/09
105 AMCC Plainville Crossing NAP NAP 08/01/04 04/30/09
106 AMCC Staples - Lawton 07/01/05 02/28/10 NAP NAP
107 SBRC Boardwalk at Marina Bay 09/01/02 05/31/09 NAP NAP
108 AMCC Kalevala Village Apartments NAP NAP 05/01/04 01/31/09
109 PW CVS - Murfreesboro 04/01/04 01/31/20 NAP NAP
110 PW La Quinta Gardens 10/01/03 09/30/09 NAP NAP
111 PW Urban Outfitters Ann Arbor 12/01/03 10/31/09 NAP NAP
112 AMCC Kolstad Great Dane Warehouse 02/01/05 09/30/14 NAP NAP
113 PW South Meadows 01/01/04 12/31/09 NAP NAP
114 AMCC Pederson-Krag Center Building NAP NAP 10/01/04 06/30/09
115 SBRC Crosstown Self Storage 09/01/02 05/31/09 NAP NAP
116 PW Esquire Apartments 09/01/02 02/28/10 NAP NAP
117 AMCC Rigid Building Systems NAP NAP 03/01/05 11/30/14
118 PW Falcon Cove Apartments 01/01/04 12/31/09 NAP NAP
119 ORIX CountryHouse Residences 09/01/02 08/31/09 NAP NAP
120 SBRC One Centennial Drive 09/01/02 09/30/09 NAP NAP
121 SBRC Diplomat Apartments 09/01/02 08/31/09 NAP NAP
122 PW Avenue J Warehouse 04/01/04 03/31/10 NAP NAP
123 AMCC Kiely Plaza Shopping Center NAP NAP 08/01/03 05/31/15
124 ORIX Miami Gardens Office Center 09/01/02 01/31/10 NAP NAP
125 PW Texas Tech Office Building 12/01/03 11/30/09 NAP NAP
126 AMCC The Village Apartments NAP NAP 12/01/04 08/31/16
---------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio 02/01/04 01/31/10 NAP NAP
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
---------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue 09/01/02 04/30/10 NAP NAP
129 AMCC Henderson Building NAP NAP 04/01/05 12/31/09
130 AMCC Park Plaza NAP NAP 07/01/03 04/30/13
131 PW North Park Industrial 10/01/03 09/30/09 NAP NAP
132 PW Midwood Medical Center 12/01/03 11/30/09 NAP NAP
133 AMCC Southcenter Strip Retail Center NAP NAP 11/01/03 04/30/18
134 AMCC Fair Oaks Office/Retail Bldg NAP NAP 08/01/04 04/30/09
135 AMCC Southview Apartments NAP NAP 07/01/04 03/31/09
136 SBRC Monaco Apartments 09/01/02 07/31/09 NAP NAP
137 AMCC Hafner Court Apartments NAP NAP 11/01/03 07/31/08
138 AMCC Loma Vista Center NAP NAP 11/01/04 07/31/09
139 AMCC Carroll Road Warehouse NAP NAP 09/01/04 05/31/09
140 AMCC Sandalwood Apartments NAP NAP 01/01/04 09/30/16
142 SBRC Bonhampton Corners 09/01/02 03/31/09 NAP NAP
143 AMCC Greenway Village Shopping Center NAP NAP 08/01/03 01/31/08
144 PW Jupiter Corporate Center 11/01/03 10/31/09 NAP NAP
145 AMCC Banneker Building NAP NAP 08/01/04 04/30/09
146 AMCC 3975 Landmark Street NAP NAP 09/01/03 05/31/08
</TABLE>
<TABLE>
<CAPTION>
Mortgage Prepayment Prepayment Yield
Control Loan Penalty Penalty Yield Maintenance Maintenance
Number Seller Loan/Property Name Start Date End Date Calculation Method Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre NAP NAP Present Value Type 2 Treasury Flat
101 SBRC McBee Apartments NAP NAP NAP NAP
102 SBRC Golden Sands Apartments NAP NAP NAP NAP
103 PW Eckerds - Gloversville NAP NAP NAP NAP
104 AMCC Dover Crossing Shopping Center NAP NAP Present Value Type 2 Treasury Flat
105 AMCC Plainville Crossing NAP NAP Present Value Type 2 Treasury Flat
106 AMCC Staples - Lawton NAP NAP NAP NAP
107 SBRC Boardwalk at Marina Bay NAP NAP NAP NAP
108 AMCC Kalevala Village Apartments NAP NAP Present Value Type 2 Treasury Flat
109 PW CVS - Murfreesboro NAP NAP NAP NAP
110 PW La Quinta Gardens NAP NAP NAP NAP
111 PW Urban Outfitters Ann Arbor NAP NAP NAP NAP
112 AMCC Kolstad Great Dane Warehouse NAP NAP NAP NAP
113 PW South Meadows NAP NAP NAP NAP
114 AMCC Pederson-Krag Center Building NAP NAP Present Value Type 2 Treasury Flat
115 SBRC Crosstown Self Storage NAP NAP NAP NAP
116 PW Esquire Apartments NAP NAP NAP NAP
117 AMCC Rigid Building Systems NAP NAP Present Value Type 2 Treasury Flat
118 PW Falcon Cove Apartments NAP NAP NAP NAP
119 ORIX CountryHouse Residences NAP NAP NAP NAP
120 SBRC One Centennial Drive NAP NAP NAP NAP
121 SBRC Diplomat Apartments NAP NAP NAP NAP
122 PW Avenue J Warehouse NAP NAP NAP NAP
123 AMCC Kiely Plaza Shopping Center NAP NAP Present Value Type 2 Treasury Flat
124 ORIX Miami Gardens Office Center NAP NAP NAP NAP
125 PW Texas Tech Office Building NAP NAP NAP NAP
126 AMCC The Village Apartments NAP NAP Present Value Type 2 Treasury Flat
------------------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio NAP NAP NAP NAP
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
------------------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue NAP NAP NAP NAP
129 AMCC Henderson Building NAP NAP Present Value Type 2 Treasury Flat
130 AMCC Park Plaza NAP NAP Present Value Type 2 Treasury Flat
131 PW North Park Industrial NAP NAP NAP NAP
132 PW Midwood Medical Center NAP NAP NAP NAP
133 AMCC Southcenter Strip Retail Center NAP NAP Present Value Type 2 Treasury Flat
134 AMCC Fair Oaks Office/Retail Bldg NAP NAP Present Value Type 2 Treasury Flat
135 AMCC Southview Apartments NAP NAP Present Value Type 2 Treasury Flat
136 SBRC Monaco Apartments NAP NAP NAP NAP
137 AMCC Hafner Court Apartments NAP NAP Present Value Type 2 Treasury Flat
138 AMCC Loma Vista Center NAP NAP Present Value Type 2 Treasury Flat
139 AMCC Carroll Road Warehouse NAP NAP Present Value Type 2 Treasury Flat
140 AMCC Sandalwood Apartments NAP NAP Present Value Type 2 Treasury Flat
142 SBRC Bonhampton Corners NAP NAP NAP NAP
143 AMCC Greenway Village Shopping Center NAP NAP Present Value Type 2 Treasury Flat
144 PW Jupiter Corporate Center NAP NAP NAP NAP
145 AMCC Banneker Building NAP NAP Present Value Type 2 Treasury Flat
146 AMCC 3975 Landmark Street NAP NAP Present Value Type 2 Treasury Flat
</TABLE>
<PAGE> 221
LOAN PREPAYMENT INFORMATION
<TABLE>
<CAPTION>
MORTGAGE LOCKOUT
CONTROL LOAN PERIOD
NUMBER SELLER LOAN/PROPERTY NAME PREPAYMENT PROVISIONS END DATE
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
147 PW Carrington Heights & Plaza Apts Portfolio LO(47)/Defeasance(72)/Free(1) 03/31/04
147A Carrington Heights Apartments
147B Plaza Apartments
----------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building LO(59)/Grtr1%UPBorYM(58)/Free(3) 10/31/03
----------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio LO(47)/Defeasance(72)/Free(1) 04/30/04
149A Pond Street Apartments
149B North Court Apartments
----------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center LO(59)/Grtr1%UPBorYM(57)/Free(4) 05/31/04
151 PW Paradise Palm Mobile Home Park LO(47)/Defeasance(72)/Free(1) 10/31/03
152 AMCC Kennewick Square LO(59)/Grtr1%UPBorYM(57)/Free(4) 09/30/03
153 AMCC Party City LO(59)/Grtr1%UPBorYM(82)/Free(3) 08/30/03
154 AMCC Blue Devils Building LO(59)/Grtr1%UPBorYM(115)/Free(6) 08/31/03
155 AMCC Schuck's Retail Center LO(59)/Grtr1%UPBorYM(57)/Free(4) 11/30/03
156 AMCC Northwood Estates LO(59)/Grtr1%UPBorYM(57)/Free(4) 11/30/04
157 AMCC Miramar Commerce Center LO(59)/Grtr1%UPBorYM(54)/Free(7) 06/30/03
158 AMCC South Bay Industrial LO(59)/Grtr1%UPBorYM(57)/Free(4) 06/30/04
159 AMCC Bloomfield Center LO(59)/Grtr1%UPBorYM(57)/Free(4) 10/31/03
160 AMCC Park Willow Apartments LO(59)/Grtr1%UPBorYM(54)/Free(7) 10/31/04
161 AMCC Belmond Center LO(59)/Grtr1%UPBorYM(114)/Free(7) 06/30/03
162 AMCC Riverwood Apartments LO(59)/Grtr1%UPBorYM(177)/Free(4) 06/30/04
163 PW 85 Second Avenue LO(47)/Defeasance(72)/Free(1) 01/31/04
164 AMCC PGE Buildings LO(59)/Grtr1%UPBorYM(114)/Free(7) 09/30/03
165 AMCC Carroll Canyon Road Industrial Condos LO(59)/Grtr1%UPBorYM(54)/Free(7) 07/31/03
166 AMCC Myrex Manufacturing Plant & Corporate Offices LO(59)/Grtr1%UPBorYM(57)/Free(4) 03/31/04
167 PW St. James Apartments LO(47)/Defeasance(72)/Free(1) 12/31/03
168 AMCC Walnut Creek Shopping Center LO(59)/Grtr1%UPBorYM(57)/Free(4) 07/31/04
169 AMCC Quail Hollow Mini Storage LO(59)/Grtr1%UPBorYM(58)/Free(3) 05/31/04
170 PW CVS - Lowell LO(28)/Defeasance(89)/Free(3) 08/31/02
171 AMCC Freeway Industries Center LO(59)/Grtr1%UPBorYM(115)/free(6) 11/30/03
172 AMCC AT&T Building LO(59)/Grtr1%UPBorYM(57)/Free(4) 12/31/03
173 AMCC PBR III LO(35)/Grtr1%UPBorYM(78)/Free(7) 08/31/01
174 PW Ivory Garden Apartments LO(27)/Defeasance(92)/Free(1) 08/31/02
175 AMCC Knoxville Square LO(59)/Grtr1%UPBorYM(81)/Free(4) 06/30/03
176 SBRC Parthenia Garden Apartments LO(31)/Defeasance(86)/Free(3) 08/31/02
177 AMCC Larkfield Road Office Building LO(59)/Grtr1%UPBorYM(67)/Free(6) 09/30/03
178 AMCC Kings Kourt Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4) 07/31/04
179 AMCC Philomath Self-Storage LO(60)/Grtr1%UPBorYM(56)/Free(4) 10/31/03
180 AMCC Aztec Building LO(59)/Grtr1%UPBorYM(118)/Free(3) 11/30/03
181 AMCC Stone Mountain Carpet Mill Outlet LO(59)/Grtr1%UPBorYM(117)/Free(4) 07/31/03
182 PW 10 Jewel Drive LO(47)/Defeasance(72)/Free(1) 11/30/03
183 AMCC Williams Road Office Building LO(59)/Grtr1%UPBorYM(55)/Free(6) 06/30/03
184 AMCC Wheeling Service Center LO(59)/Grtr1%UPBorYM(114)/Free(7) 06/30/03
185 AMCC 650 New Road Office Building LO(24)/Grtr1%UPBorYM(92)/Free(4) 06/30/01
186 PW Pine Street Apartments LO(47)/Defeasance(72)/Free(1) 11/30/03
187 AMCC The Certex Building LO(59)/Grtr1%UPBorYM(117)/Free(4) 10/31/03
188 AMCC Pheasant Run Shopping Center LO(59)/Grtr1%UPBorYM(57)/Free(4) 05/31/04
189 AMCC Runnin' Rebel Plaza LO(59)/Grtr1%UPBorYM(118)/Free(3) 07/31/03
190 AMCC Vic Huber Photgraphy Building LO(59)/Grtr1%UPBorYM(57)/Free(4) 07/31/04
191 AMCC Hollywood Video-Westland LO(59)/Grtr1%UPBorYM(57)/Free(4) 02/29/04
192 PW Reading Business Center LO(47)/Defeasance(72)/Free(1) 12/31/03
193 AMCC National Die & Button Mould Company LO(59)/Grtr1%UPBorYM(57)/Free(4) 06/30/04
194 AMCC Metropolitan Square Shopping Center LO(59)/Grtr1%UPBorYM(57)/Free(4) 10/31/03
</TABLE>
<TABLE>
<CAPTION>
YIELD YIELD
MORTGAGE MAINTENANCE MAINTENANCE
CONTROL LOAN DEFEASE DEFEASE PERIOD PERIOD
NUMBER SELLER LOAN/PROPERTY NAME START DATE END DATE START DATE END DATE
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
147 PW Carrington Heights & Plaza Apts Portfolio 04/01/04 03/31/10 NAP NAP
147A Carrington Heights Apartments
147B Plaza Apartments
---------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building NAP NAP 11/01/03 08/31/08
---------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio 05/01/04 04/30/10 NAP NAP
149A Pond Street Apartments
149B North Court Apartments
---------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center NAP NAP 06/01/04 02/28/09
151 PW Paradise Palm Mobile Home Park 11/01/03 10/31/09 NAP NAP
152 AMCC Kennewick Square NAP NAP 10/01/03 06/30/08
153 AMCC Party City NAP NAP 09/01/03 06/30/10
154 AMCC Blue Devils Building NAP NAP 09/01/03 03/31/13
155 AMCC Schuck's Retail Center NAP NAP 12/01/03 08/31/08
156 AMCC Northwood Estates NAP NAP 12/01/04 08/31/09
157 AMCC Miramar Commerce Center NAP NAP 07/01/03 12/31/07
158 AMCC South Bay Industrial NAP NAP 07/01/04 03/31/09
159 AMCC Bloomfield Center NAP NAP 11/01/03 07/31/08
160 AMCC Park Willow Apartments NAP NAP 11/01/04 04/30/09
161 AMCC Belmond Center NAP NAP 07/01/03 12/31/12
162 AMCC Riverwood Apartments NAP NAP 07/01/04 03/31/19
163 PW 85 Second Avenue 02/01/04 01/31/10 NAP NAP
164 AMCC PGE Buildings NAP NAP 10/01/03 03/31/13
165 AMCC Carroll Canyon Road Industrial Condos NAP NAP 08/01/03 01/31/08
166 AMCC Myrex Manufacturing Plant & Corporate Offices NAP NAP 04/01/04 12/31/08
167 PW St. James Apartments 01/01/04 12/31/09 NAP NAP
168 AMCC Walnut Creek Shopping Center NAP NAP 08/01/04 04/30/09
169 AMCC Quail Hollow Mini Storage NAP NAP 06/01/04 03/31/09
170 PW CVS - Lowell 09/01/02 01/31/10 NAP NAP
171 AMCC Freeway Industries Center NAP NAP 12/01/03 06/30/13
172 AMCC AT&T Building NAP NAP 01/01/04 09/30/08
173 AMCC PBR III NAP NAP 09/01/01 02/29/08
174 PW Ivory Garden Apartments 09/01/02 04/30/10 NAP NAP
175 AMCC Knoxville Square NAP NAP 07/01/03 03/31/10
176 SBRC Parthenia Garden Apartments 09/01/02 10/31/09 NAP NAP
177 AMCC Larkfield Road Office Building NAP NAP 10/01/03 04/30/09
178 AMCC Kings Kourt Apartments NAP NAP 08/01/04 04/30/09
179 AMCC Philomath Self-Storage NAP NAP 11/01/03 06/30/08
180 AMCC Aztec Building NAP NAP 12/01/03 09/30/13
181 AMCC Stone Mountain Carpet Mill Outlet NAP NAP 08/01/03 04/30/13
182 PW 10 Jewel Drive 12/01/03 11/30/09 NAP NAP
183 AMCC Williams Road Office Building NAP NAP 07/01/03 01/31/08
184 AMCC Wheeling Service Center NAP NAP 07/01/03 12/31/12
185 AMCC 650 New Road Office Building NAP NAP 07/01/01 02/28/09
186 PW Pine Street Apartments 12/01/03 11/30/09 NAP NAP
187 AMCC The Certex Building NAP NAP 11/01/03 07/31/13
188 AMCC Pheasant Run Shopping Center NAP NAP 06/01/04 02/28/09
189 AMCC Runnin' Rebel Plaza NAP NAP 08/01/03 05/31/13
190 AMCC Vic Huber Photgraphy Building NAP NAP 08/01/04 04/30/09
191 AMCC Hollywood Video-Westland NAP NAP 03/01/04 11/30/08
192 PW Reading Business Center 01/01/04 12/31/09 NAP NAP
193 AMCC National Die & Button Mould Company NAP NAP 07/01/04 03/31/09
194 AMCC Metropolitan Square Shopping Center NAP NAP 11/01/03 07/31/08
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE PREPAYMENT PREPAYMENT YIELD
CONTROL LOAN PENALTY PENALTY YIELD MAINTENANCE MAINTENANCE
NUMBER SELLER LOAN/PROPERTY NAME START DATE END DATE CALCULATION METHOD INTEREST RATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
147 PW Carrington Heights & Plaza Apts Portfolio NAP NAP NAP NAP
147A Carrington Heights Apartments
147B Plaza Apartments
------------------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building NAP NAP Present Value Type 2 Treasury Flat
------------------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio NAP NAP NAP NAP
149A Pond Street Apartments
149B North Court Apartments
------------------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center NAP NAP Present Value Type 2 Treasury Flat
151 PW Paradise Palm Mobile Home Park NAP NAP NAP NAP
152 AMCC Kennewick Square NAP NAP Present Value Type 2 Treasury Flat
153 AMCC Party City NAP NAP Present Value Type 1 Treasury Flat
154 AMCC Blue Devils Building NAP NAP Present Value Type 2 Treasury Flat
155 AMCC Schuck's Retail Center NAP NAP Present Value Type 2 Treasury Flat
156 AMCC Northwood Estates NAP NAP Present Value Type 2 Treasury Flat
157 AMCC Miramar Commerce Center NAP NAP Present Value Type 2 Treasury Flat
158 AMCC South Bay Industrial NAP NAP Present Value Type 2 Treasury Flat
159 AMCC Bloomfield Center NAP NAP Present Value Type 2 Treasury Flat
160 AMCC Park Willow Apartments NAP NAP Present Value Type 2 Treasury Flat
161 AMCC Belmond Center NAP NAP Present Value Type 2 Treasury Flat
162 AMCC Riverwood Apartments NAP NAP Present Value Type 2 Treasury Flat
163 PW 85 Second Avenue NAP NAP NAP NAP
164 AMCC PGE Buildings NAP NAP Present Value Type 2 Treasury Flat
165 AMCC Carroll Canyon Road Industrial Condos NAP NAP Present Value Type 2 Treasury Flat
166 AMCC Myrex Manufacturing Plant & Corporate Offices NAP NAP Present Value Type 2 Treasury Flat
167 PW St. James Apartments NAP NAP NAP NAP
168 AMCC Walnut Creek Shopping Center NAP NAP Present Value Type 2 Treasury Flat
169 AMCC Quail Hollow Mini Storage NAP NAP Present Value Type 2 Treasury Flat
170 PW CVS - Lowell NAP NAP NAP NAP
171 AMCC Freeway Industries Center NAP NAP Present Value Type 2 Treasury Flat
172 AMCC AT&T Building NAP NAP Present Value Type 2 Treasury Flat
173 AMCC PBR III NAP NAP Present Value Type 2 Treasury Flat
174 PW Ivory Garden Apartments NAP NAP NAP NAP
175 AMCC Knoxville Square NAP NAP Present Value Type 2 Treasury Flat
176 SBRC Parthenia Garden Apartments NAP NAP NAP NAP
177 AMCC Larkfield Road Office Building NAP NAP Present Value Type 2 Treasury Flat
178 AMCC Kings Kourt Apartments NAP NAP Present Value Type 2 Treasury Flat
179 AMCC Philomath Self-Storage NAP NAP Present Value Type 2 Treasury Flat
180 AMCC Aztec Building NAP NAP Present Value Type 1 Treasury Flat
181 AMCC Stone Mountain Carpet Mill Outlet NAP NAP Present Value Type 2 Treasury Flat
182 PW 10 Jewel Drive NAP NAP NAP NAP
183 AMCC Williams Road Office Building NAP NAP Present Value Type 2 Treasury Flat
184 AMCC Wheeling Service Center NAP NAP Present Value Type 2 Treasury Flat
185 AMCC 650 New Road Office Building NAP NAP Present Value Type 2 Treasury Flat
186 PW Pine Street Apartments NAP NAP NAP NAP
187 AMCC The Certex Building NAP NAP Present Value Type 2 Treasury Flat
188 AMCC Pheasant Run Shopping Center NAP NAP Present Value Type 2 Treasury Flat
189 AMCC Runnin' Rebel Plaza NAP NAP Present Value Type 1 Treasury Flat
190 AMCC Vic Huber Photgraphy Building NAP NAP Present Value Type 2 Treasury Flat
191 AMCC Hollywood Video-Westland NAP NAP Present Value Type 2 Treasury Flat
192 PW Reading Business Center NAP NAP NAP NAP
193 AMCC National Die & Button Mould Company NAP NAP Present Value Type 2 Treasury Flat
194 AMCC Metropolitan Square Shopping Center NAP NAP Present Value Type 2 Treasury Flat
</TABLE>
<PAGE> 222
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE OCCUPANCY
CONTROL LOAN OCCUPANCY AS
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME PERCENTAGE OF DATE
------ ----------- ------ -------------------- ---------- -------
<S> <C> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza 95% 04/30/00
2 10651 PW 1615 Poydras Street 83% 04/05/00
3 3727 ORIX Medical Mutual of Ohio Office Building - 100% 03/23/00
Toledo
4 3729 ORIX Medical Mutual of Ohio Office Building - 100% 03/23/00
Beachwood
5 10388 PW Diplomat Centre 98% 03/01/00
6 6603071 SBRC Western Plaza II Shopping Center 98% 07/07/00
7 6602507 SBRC Metatec Building 100% 07/28/99
8 6605032 SBRC Red Lion Shopping Center 100% 07/26/00
9 11128 PW Diamond Point Plaza 98% 01/01/00
10 11539 PW Mount Vernon Medical Office Building 100% 05/31/00
11 3452 ORIX 250 Plaza Office Building 86% 04/14/00
12 10124 PW 110 Greenwich Street 100% 04/30/00
13 10959 PW San Fernando Professional Buildings Portfolio
13A 10959A 11155-11165 Sepulveda Boulevard 100% 12/31/99
13B 10959B 11211 Sepulveda Boulevard 100% 12/31/99
13C 10959C 17909 Soledad Canyon Road 100% 12/31/99
14 9913 PW 3200 Regatta Boulevard 100% 12/27/99
15 010-00000572 AMCC Senter Road Industrial Property 100% 05/12/00
16 010-00000574 AMCC Scottsdale Gateway II 100% 04/01/00
17 11233A PW Kmart Plaza 100% 06/30/00
18 11233B PW Miracle Mile Shopping Center 96% 06/30/00
19 11233C PW North Country Plaza 94% 06/30/00
20 6603488 SBRC Fountain Oaks 93% 01/01/00
21 6603311 SBRC Park Central Office Development 100% 05/01/00
22 6604217 SBRC McCormick Place Office Park 100% 04/07/00
23 6604332 SBRC One Michigan Avenue 96% 02/29/00
24 3583 ORIX Distribution Services Limited 100% 03/31/00
25 6603150 SBRC St. Joseph Professional Building 96% 12/01/99
26 6603774 SBRC Penns Plaza 100% 05/05/00
27 6603051 SBRC Airport Plaza Office Center - Phase 1 100% 05/11/00
28 7217 PW 375 Ballardvale Street 100% 08/09/99
29 6602253 SBRC Hampton Inn - Columbus 73% 12/31/99
30 7000000 SBRC Comfort Suites Hotel 81% 12/31/99
31 6604495 SBRC Raintree Corporate Center - Phase I 91% 03/31/00
32 6604157 SBRC For Eyes Optical Portfolio
32A 6604157A For Eyes Optical - Hialeah 100% 06/15/99
32B 6604157B For Eyes Optical - Hialeah 2 100% 06/15/99
32C 6604157C For Eyes Optical - Philadelphia 2 100% 11/02/99
32D 6604157D For Eyes Optical - Lauderhill 100% 09/12/99
32E 6604157E For Eyes Optical - Casselberry 100% 08/17/99
32F 6604157F For Eyes Optical - Coral Gables 100% 09/01/99
32G 6604157G For Eyes Optical - Richmond 100% 07/01/99
32H 6604157H For Eyes Optical - Rosemont 100% 11/02/99
32I 6604157I For Eyes Optical - Philadelphia 100% 11/02/99
33 8902 PW Gateway Mobile Home Park 94% 01/01/00
34 9529 PW Lake Cook Office 100% 05/01/00
35 10216 PW Pine Terrace Apartments 98% 03/01/00
36 6603019 SBRC 2265 Ralph Avenue 100% 05/07/99
37 8997 PW Shoppers Food Warehouse 100% 11/29/99
38 010-00000479 AMCC Computer Science Corp Building 100% 03/15/00
39 010-00000558 AMCC Sprint Customer Care Center 100% 02/29/00
40 3808 ORIX SugarOak Office Retreat 100% 05/03/00
41 3589 ORIX Dronningens Gade Portfolio 98% 03/31/00
42 9865 PW 400 Blair Road 100% 12/01/99
43 7222 PW 14 Jewel Drive 100% 08/09/99
44 6603305 SBRC Brookwood Square Shopping Center 88% 06/01/00
45 7223 PW 87 Concord & 7 Lopez Portfolio
45A 7223A 87 Concord Road 100% 08/09/99
45B 7223B 7 Lopez Road 100% 08/09/99
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME LARGEST TENANT
------ ----------- ------ -------------------- --------------
<S> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza Safeway
2 10651 PW 1615 Poydras Street Freeport McMoRan
3 3727 ORIX Medical Mutual of Ohio Office Building - Medical Mutual of Ohio
Toledo
4 3729 ORIX Medical Mutual of Ohio Office Building - Medical Mutual of Ohio
Beachwood
5 10388 PW Diplomat Centre UN Federal Credit Union
6 6603071 SBRC Western Plaza II Shopping Center Sams Club
7 6602507 SBRC Metatec Building Metatec International Inc.
8 6605032 SBRC Red Lion Shopping Center Best Buy Stores, LP
9 11128 PW Diamond Point Plaza Sam's Club
10 11539 PW Mount Vernon Medical Office Building NAP
11 3452 ORIX 250 Plaza Office Building Marcus Corporation
12 10124 PW 110 Greenwich Street NAP
13 10959 PW San Fernando Professional Buildings Portfolio
13A 10959A 11155-11165 Sepulveda Boulevard Catholic Healthcare West
13B 10959B 11211 Sepulveda Boulevard Facey Medical Foundation
13C 10959C 17909 Soledad Canyon Road Facey Medical Foundation
14 9913 PW 3200 Regatta Boulevard Bio-Rad
15 010-00000572 AMCC Senter Road Industrial Property Snap-on-Tools
16 010-00000574 AMCC Scottsdale Gateway II Wells Fargo Bank
17 11233A PW Kmart Plaza Kmart Corporation
18 11233B PW Miracle Mile Shopping Center Hubert's of Lebanon
19 11233C PW North Country Plaza China Lantern Rest. Inc.
20 6603488 SBRC Fountain Oaks Foundation Funding
21 6603311 SBRC Park Central Office Development e.Data.Com
22 6604217 SBRC McCormick Place Office Park Medicis Pharmaceutical Corp.
23 6604332 SBRC One Michigan Avenue Attorney General, State of MI
24 3583 ORIX Distribution Services Limited Network Distribution, Inc.
25 6603150 SBRC St. Joseph Professional Building Lockheed Martin
26 6603774 SBRC Penns Plaza Citibank Delaware
27 6603051 SBRC Airport Plaza Office Center - Phase 1 VLSI Research, Inc.
28 7217 PW 375 Ballardvale Street RPS
29 6602253 SBRC Hampton Inn - Columbus NAP
30 7000000 SBRC Comfort Suites Hotel NAP
31 6604495 SBRC Raintree Corporate Center - Phase I Raintree Health Care
32 6604157 SBRC For Eyes Optical Portfolio
32A 6604157A For Eyes Optical - Hialeah For Eyes Optical Co., Inc.
32B 6604157B For Eyes Optical - Hialeah 2 For Eyes Optical Co., Inc.
32C 6604157C For Eyes Optical - Philadelphia 2 For Eyes Optical Co., Inc.
32D 6604157D For Eyes Optical - Lauderhill For Eyes Optical Co., Inc.
32E 6604157E For Eyes Optical - Casselberry For Eyes Optical Co., Inc.
32F 6604157F For Eyes Optical - Coral Gables For Eyes Optical Co., Inc.
32G 6604157G For Eyes Optical - Richmond For Eyes Optical Co., Inc.
32H 6604157H For Eyes Optical - Rosemont For Eyes Optical Co., Inc.
32I 6604157I For Eyes Optical - Philadelphia For Eyes Optical Co., Inc.
33 8902 PW Gateway Mobile Home Park NAP
34 9529 PW Lake Cook Office LOGS Financial Services, Inc.
35 10216 PW Pine Terrace Apartments NAP
36 6603019 SBRC 2265 Ralph Avenue Duane Reade
37 8997 PW Shoppers Food Warehouse Shoppers Food Warehouse Va. Corp.
38 010-00000479 AMCC Computer Science Corp Building Computer Sciences Corporation
39 010-00000558 AMCC Sprint Customer Care Center Sprint Call Center
40 3808 ORIX SugarOak Office Retreat ASTI
41 3589 ORIX Dronningens Gade Portfolio Columbian Emeralds, Inc.
42 9865 PW 400 Blair Road Carteret Packaging Inc.
43 7222 PW 14 Jewel Drive Standard Electric
44 6603305 SBRC Brookwood Square Shopping Center Legatto
45 7223 PW 87 Concord & 7 Lopez Portfolio
45A 7223A 87 Concord Road Arrow Electronics
45B 7223B 7 Lopez Road Centennial Technologies
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
LARGEST
TENANT
MORTGAGE LARGEST LARGEST LEASE
CONTROL LOAN TENANT TENANT MATURITY
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME NRSF NRSF% DATE
------ ----------- ------ -------------------- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza 47,000 13% 11/01/10
2 10651 PW 1615 Poydras Street 309,821 62% 04/30/07
3 3727 ORIX Medical Mutual of Ohio Office Building - 160,000 100% 03/31/20
Toledo
4 3729 ORIX Medical Mutual of Ohio Office Building - 51,000 100% 03/31/20
Beachwood
5 10388 PW Diplomat Centre 39,970 33% 12/31/07
6 6603071 SBRC Western Plaza II Shopping Center Pad NAP 02/28/19
7 6602507 SBRC Metatec Building 344,354 100% 07/31/14
8 6605032 SBRC Red Lion Shopping Center 46,000 21% 01/31/14
9 11128 PW Diamond Point Plaza 140,020 56% 01/31/09
10 11539 PW Mount Vernon Medical Office Building NAP NAP NAP
11 3452 ORIX 250 Plaza Office Building 62,557 31% 02/28/03
12 10124 PW 110 Greenwich Street NAP NAP NAP
13 10959 PW San Fernando Professional Buildings Portfolio
13A 10959A 11155-11165 Sepulveda Boulevard 17,529 52% 09/15/02
13B 10959B 11211 Sepulveda Boulevard 59,230 100% 04/30/11
13C 10959C 17909 Soledad Canyon Road 20,576 100% 04/30/11
14 9913 PW 3200 Regatta Boulevard 109,817 27% 11/24/00
15 010-00000572 AMCC Senter Road Industrial Property 79,378 52% 08/17/09
16 010-00000574 AMCC Scottsdale Gateway II 27,478 25% 09/30/04
17 11233A PW Kmart Plaza 106,653 60% 10/31/01
18 11233B PW Miracle Mile Shopping Center 6,480 22% 12/31/02
19 11233C PW North Country Plaza 5,760 28% 10/01/04
20 6603488 SBRC Fountain Oaks 77,032 37% 04/16/04
21 6603311 SBRC Park Central Office Development 61,274 47% 02/28/11
22 6604217 SBRC McCormick Place Office Park 49,173 66% 01/31/10
23 6604332 SBRC One Michigan Avenue 30,229 20% 08/31/04
24 3583 ORIX Distribution Services Limited 368,430 100% 10/14/14
25 6603150 SBRC St. Joseph Professional Building 27,725 20% 06/30/01
26 6603774 SBRC Penns Plaza 68,869 74% 01/31/03
27 6603051 SBRC Airport Plaza Office Center - Phase 1 8,777 16% 07/31/03
28 7217 PW 375 Ballardvale Street 95,762 57% 05/31/07
29 6602253 SBRC Hampton Inn - Columbus NAP NAP NAP
30 7000000 SBRC Comfort Suites Hotel NAP NAP NAP
31 6604495 SBRC Raintree Corporate Center - Phase I 13,569 21% 06/30/03
32 6604157 SBRC For Eyes Optical Portfolio
32A 6604157A For Eyes Optical - Hialeah 44,000 100% 06/30/14
32B 6604157B For Eyes Optical - Hialeah 2 31,400 100% 06/30/14
32C 6604157C For Eyes Optical - Philadelphia 2 3,900 60% 11/30/14
32D 6604157D For Eyes Optical - Lauderhill 6,590 100% 09/30/14
32E 6604157E For Eyes Optical - Casselberry 4,635 100% 08/31/14
32F 6604157F For Eyes Optical - Coral Gables 3,600 100% 09/30/14
32G 6604157G For Eyes Optical - Richmond 3,920 77% 07/31/14
32H 6604157H For Eyes Optical - Rosemont 2,320 64% 11/30/14
32I 6604157I For Eyes Optical - Philadelphia 1,550 100% 11/30/14
33 8902 PW Gateway Mobile Home Park NAP NAP NAP
34 9529 PW Lake Cook Office 33,735 51% 04/30/10
35 10216 PW Pine Terrace Apartments NAP NAP NAP
36 6603019 SBRC 2265 Ralph Avenue 22,002 48% 01/31/14
37 8997 PW Shoppers Food Warehouse 75,000 100% 08/31/17
38 010-00000479 AMCC Computer Science Corp Building 68,034 100% 05/31/07
39 010-00000558 AMCC Sprint Customer Care Center 89,132 100% 11/30/09
40 3808 ORIX SugarOak Office Retreat 6,894 9% 04/30/03
41 3589 ORIX Dronningens Gade Portfolio 2,832 16% 12/15/04
42 9865 PW 400 Blair Road 181,000 100% 12/31/09
43 7222 PW 14 Jewel Drive 60,306 51% 08/31/09
44 6603305 SBRC Brookwood Square Shopping Center 6,656 10% 09/30/00
45 7223 PW 87 Concord & 7 Lopez Portfolio
45A 7223A 87 Concord Road 60,200 100% 12/31/04
45B 7223B 7 Lopez Road 34,084 50% 04/30/02
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME SECOND LARGEST TENANT
------ ----------- ------ -------------------- ---------------------
<S> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza Gart Sports
2 10651 PW 1615 Poydras Street NAP
3 3727 ORIX Medical Mutual of Ohio Office Building - NAP
Toledo
4 3729 ORIX Medical Mutual of Ohio Office Building - NAP
Beachwood
5 10388 PW Diplomat Centre NAP
6 6603071 SBRC Western Plaza II Shopping Center Mayaquez Cinema Corp.
7 6602507 SBRC Metatec Building NAP
8 6605032 SBRC Red Lion Shopping Center Sports Authority
9 11128 PW Diamond Point Plaza Ames
10 11539 PW Mount Vernon Medical Office Building NAP
11 3452 ORIX 250 Plaza Office Building BC Ziegler
12 10124 PW 110 Greenwich Street NAP
13 10959 PW San Fernando Professional Buildings Portfolio
13A 10959A 11155-11165 Sepulveda Boulevard Facey Medical Foundation
13B 10959B 11211 Sepulveda Boulevard NAP
13C 10959C 17909 Soledad Canyon Road NAP
14 9913 PW 3200 Regatta Boulevard Shoe Inn, Inc.
15 010-00000572 AMCC Senter Road Industrial Property Pemstar
16 010-00000574 AMCC Scottsdale Gateway II PCS Health Systems, Inc.
17 11233A PW Kmart Plaza NAP
18 11233B PW Miracle Mile Shopping Center NAP
19 11233C PW North Country Plaza NAP
20 6603488 SBRC Fountain Oaks Marshall's
21 6603311 SBRC Park Central Office Development Cross Country Staff
22 6604217 SBRC McCormick Place Office Park Vistacare, Inc.
23 6604332 SBRC One Michigan Avenue National City Bank
24 3583 ORIX Distribution Services Limited NAP
25 6603150 SBRC St. Joseph Professional Building Sisters of Charity/Sports Care
26 6603774 SBRC Penns Plaza DSM Desotech Inc.
27 6603051 SBRC Airport Plaza Office Center - Phase 1 Nuera Communications, Inc.
28 7217 PW 375 Ballardvale Street Middlesex Trans. & Mgmt.
29 6602253 SBRC Hampton Inn - Columbus NAP
30 7000000 SBRC Comfort Suites Hotel NAP
31 6604495 SBRC Raintree Corporate Center - Phase I Hewitt Associates
32 6604157 SBRC For Eyes Optical Portfolio
32A 6604157A For Eyes Optical - Hialeah NAP
32B 6604157B For Eyes Optical - Hialeah 2 NAP
32C 6604157C For Eyes Optical - Philadelphia 2 More Galleries, Inc.
32D 6604157D For Eyes Optical - Lauderhill NAP
32E 6604157E For Eyes Optical - Casselberry NAP
32F 6604157F For Eyes Optical - Coral Gables NAP
32G 6604157G For Eyes Optical - Richmond ALC
32H 6604157H For Eyes Optical - Rosemont Corporate Real Estate Services
32I 6604157I For Eyes Optical - Philadelphia NAP
33 8902 PW Gateway Mobile Home Park NAP
34 9529 PW Lake Cook Office Bankers Leasing Association, Inc.
35 10216 PW Pine Terrace Apartments NAP
36 6603019 SBRC 2265 Ralph Avenue P.C. Richard & Son, Inc.
37 8997 PW Shoppers Food Warehouse NAP
38 010-00000479 AMCC Computer Science Corp Building NAP
39 010-00000558 AMCC Sprint Customer Care Center NAP
40 3808 ORIX SugarOak Office Retreat SugarOak
41 3589 ORIX Dronningens Gade Portfolio Down Island Traders
42 9865 PW 400 Blair Road NAP
43 7222 PW 14 Jewel Drive NAP
44 6603305 SBRC Brookwood Square Shopping Center Jordan-Kall Music
45 7223 PW 87 Concord & 7 Lopez Portfolio
45A 7223A 87 Concord Road NAP
45B 7223B 7 Lopez Road Lennox
</TABLE>
<TABLE>
<CAPTION>
SECOND
LARGEST
SECOND SECOND TENANT
MORTGAGE LARGEST LARGEST LEASE
CONTROL LOAN TENANT TENANT MATURITY
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME NRSF NRSF% DATE
------ ----------- ------ -------------------- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
1 6603043 SBRC Northpointe Plaza 45,658 13% 10/16/12
2 10651 PW 1615 Poydras Street NAP NAP NAP
3 3727 ORIX Medical Mutual of Ohio Office Building - NAP NAP NAP
Toledo
4 3729 ORIX Medical Mutual of Ohio Office Building - NAP NAP NAP
Beachwood
5 10388 PW Diplomat Centre NAP NAP NAP
6 6603071 SBRC Western Plaza II Shopping Center Pad NAP 09/30/28
7 6602507 SBRC Metatec Building NAP NAP NAP
8 6605032 SBRC Red Lion Shopping Center 43,825 20% 08/14/05
9 11128 PW Diamond Point Plaza 78,823 31% 01/31/10
10 11539 PW Mount Vernon Medical Office Building NAP NAP NAP
11 3452 ORIX 250 Plaza Office Building 22,125 11% 02/29/04
12 10124 PW 110 Greenwich Street NAP NAP NAP
13 10959 PW San Fernando Professional Buildings Portfolio
13A 10959A 11155-11165 Sepulveda Boulevard 15,909 48% 09/30/02
13B 10959B 11211 Sepulveda Boulevard NAP NAP NAP
13C 10959C 17909 Soledad Canyon Road NAP NAP NAP
14 9913 PW 3200 Regatta Boulevard 92,028 23% 02/28/02
15 010-00000572 AMCC Senter Road Industrial Property 38,436 25% 06/30/06
16 010-00000574 AMCC Scottsdale Gateway II 26,344 24% 01/31/05
17 11233A PW Kmart Plaza NAP NAP NAP
18 11233B PW Miracle Mile Shopping Center NAP NAP NAP
19 11233C PW North Country Plaza NAP NAP NAP
20 6603488 SBRC Fountain Oaks 27,054 13% 01/31/03
21 6603311 SBRC Park Central Office Development 43,000 33% 05/01/08
22 6604217 SBRC McCormick Place Office Park 25,774 34% 12/31/06
23 6604332 SBRC One Michigan Avenue 20,286 14% 09/30/08
24 3583 ORIX Distribution Services Limited NAP NAP NAP
25 6603150 SBRC St. Joseph Professional Building 12,274 9% 09/30/02
26 6603774 SBRC Penns Plaza 8,103 9% 12/31/02
27 6603051 SBRC Airport Plaza Office Center - Phase 1 7,554 14% 01/21/02
28 7217 PW 375 Ballardvale Street 62,553 37% 05/31/02
29 6602253 SBRC Hampton Inn - Columbus NAP NAP NAP
30 7000000 SBRC Comfort Suites Hotel NAP NAP NAP
31 6604495 SBRC Raintree Corporate Center - Phase I 10,400 16% 05/31/04
32 6604157 SBRC For Eyes Optical Portfolio
32A 6604157A For Eyes Optical - Hialeah NAP NAP NAP
32B 6604157B For Eyes Optical - Hialeah 2 NAP NAP NAP
32C 6604157C For Eyes Optical - Philadelphia 2 1,600 25% 11/30/00
32D 6604157D For Eyes Optical - Lauderhill NAP NAP NAP
32E 6604157E For Eyes Optical - Casselberry NAP NAP NAP
32F 6604157F For Eyes Optical - Coral Gables NAP NAP NAP
32G 6604157G For Eyes Optical - Richmond 1,140 23% 07/31/14
32H 6604157H For Eyes Optical - Rosemont 1,280 36% MTM
32I 6604157I For Eyes Optical - Philadelphia NAP NAP NAP
33 8902 PW Gateway Mobile Home Park NAP NAP NAP
34 9529 PW Lake Cook Office 22,000 33% 03/31/03
35 10216 PW Pine Terrace Apartments NAP NAP NAP
36 6603019 SBRC 2265 Ralph Avenue 15,050 33% 01/31/18
37 8997 PW Shoppers Food Warehouse NAP NAP NAP
38 010-00000479 AMCC Computer Science Corp Building NAP NAP NAP
39 010-00000558 AMCC Sprint Customer Care Center NAP NAP NAP
40 3808 ORIX SugarOak Office Retreat 4,000 5% 08/31/04
41 3589 ORIX Dronningens Gade Portfolio 2,800 16% 12/31/03
42 9865 PW 400 Blair Road NAP NAP NAP
43 7222 PW 14 Jewel Drive NAP NAP NAP
44 6603305 SBRC Brookwood Square Shopping Center 5,603 8% 07/31/04
45 7223 PW 87 Concord & 7 Lopez Portfolio
45A 7223A 87 Concord Road NAP NAP NAP
45B 7223B 7 Lopez Road 34,067 50% 02/28/02
</TABLE>
<PAGE> 223
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE OCCUPANCY
CONTROL LOAN OCCUPANCY AS
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME PERCENTAGE OF DATE
------ ----------- ------ -------------------- ---------- -------
<S> <C> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories & Minerals Corporation 100% 02/29/00
47 6604369 SBRC Sorrento Glen 88% 01/04/00
48 6603691 SBRC Melrose Plaza 100% 03/01/00
49 3288 ORIX Bayshore Executive Plaza 93% 04/04/00
50 6603952 SBRC Gates Park Crossing Apartments 95% 12/31/99
51 4459A PW Days Inn Fort Wright 48% 12/31/99
52 4459B PW Days Inn Frankfort 47% 12/31/99
53 4459C PW Days Inn Shepherdsville 35% 12/31/99
54 6603153 SBRC Fairgrounds Mobile Estates 98% 03/31/00
55 3476 ORIX Lyrewood Pointe Apartments 94% 05/18/00
56 6604346 SBRC The Market at Summer Oaks 97% 11/12/99
57 6603590 SBRC Cambridge Village Apartments 93% 05/11/00
58 3510 ORIX Park Square Court 95% 04/06/00
59 6603771 SBRC Princess Anne Marketplace 100% 05/31/00
60 6603263 SBRC Pinon Trails Apartments 89% 12/27/99
61 9430 PW Cayuga Village Mobile Home Park 92% 02/29/00
62 6604264 SBRC 500 South Salina Street 93% 02/09/00
63 6603487 SBRC Kerman Shopping Center 100% 06/27/00
64 7220 PW 155 West Street 98% 08/09/99
65 010-00000562 AMCC Lexington Kmart 100% 03/30/00
66 010-00000560 AMCC Niagara Kmart 100% 03/30/00
67 6603452 SBRC Beverly Westside 100% 03/31/00
68 6603174 SBRC Balboa Palms Apartments 100% 10/31/99
69 6603178 SBRC Tarzana Palms Apartments 95% 10/31/99
70 8686 PW 131 Spring Street 100% 08/31/99
71 6603021 SBRC 1445 Hempstead Turnpike 100% 12/31/99
72 10142 PW Jackson Professional 100% 02/01/00
73 6602817 SBRC Campbell Hill Apartments 100% 05/09/00
74 7218 PW 377 Ballardvale & 315 New Boston Portfolio
74A 7218A 377 Ballardvale Street 100% 05/31/99
74B 7218B 315 New Boston Street 100% 08/09/99
75 6603419 SBRC Lamar Crossing Shopping Center 100% 02/28/00
76 3710 ORIX Renner Plaza Office Building 100% 01/20/00
77 10593 PW Plimpton and Hills Portfolio
77A 10593A 114-146 Kings Highway East 100% 01/07/00
77B 10593B 1 Maxim Road 100% 01/07/00
78 9133 PW 4444 West Bristol Road 100% 12/02/99
79 6603491 SBRC Vacaville Town Center 96% 04/27/00
80 9492 PW CVS - Dorchester 100% 11/01/99
81 10851 PW RPM Warehouse 100% 06/01/00
82 9583 PW Deere Road Warehouse Buildings 100% 01/28/00
83 6603938 SBRC 411-423 East 114th Street 98% 10/11/99
84 10065 PW SunTrust Centre 93% 02/01/00
85 010-00000439 AMCC Lynnwood Business Center 100% 06/01/00
86 010-00000440 AMCC Quad 95 100% 02/22/00
87 6603175 SBRC Independence Court Apartments 100% 10/31/99
88 6603020 SBRC 5601 Merrick Road 100% 12/31/99
89 6603887 SBRC Pinnacle Warehouse 100% 10/18/99
90 6603769 SBRC 300 Wildwood Avenue 100% 09/28/99
91 10094 PW Congress Professional Center III 95% 01/28/00
92 10105 PW Keystone Building 96% 01/01/00
93 10939 PW 4621 W. Napoleon 100% 05/01/00
94 10762 PW Balboa Pointe Apartments 96% 12/18/99
95 6603246 SBRC Spartacus Apartments 95% 10/20/99
96 6604046 SBRC Storage Depot I 89% 10/22/99
97 6603225 SBRC Village Place Shopping Center 97% 07/21/00
98 7585 PW Burke Village Center 95% 01/21/00
99 6602382 SBRC Tivoli Square Apartments 99% 12/31/99
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME LARGEST TENANT
------ ----------- ------ -------------------- --------------
<S> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories & Minerals Corporation National Refractories & Minerals Corporation
47 6604369 SBRC Sorrento Glen Genetronics
48 6603691 SBRC Melrose Plaza Skechers USA, Inc.
49 3288 ORIX Bayshore Executive Plaza Unicapital
50 6603952 SBRC Gates Park Crossing Apartments NAP
51 4459A PW Days Inn Fort Wright NAP
52 4459B PW Days Inn Frankfort NAP
53 4459C PW Days Inn Shepherdsville NAP
54 6603153 SBRC Fairgrounds Mobile Estates NAP
55 3476 ORIX Lyrewood Pointe Apartments NAP
56 6604346 SBRC The Market at Summer Oaks Piggly Wiggly
57 6603590 SBRC Cambridge Village Apartments NAP
58 3510 ORIX Park Square Court Minnesota Housing Finance Agency
59 6603771 SBRC Princess Anne Marketplace Party City Corporation #69
60 6603263 SBRC Pinon Trails Apartments NAP
61 9430 PW Cayuga Village Mobile Home Park NAP
62 6604264 SBRC 500 South Salina Street Menter, Rudin and Triveipiece
63 6603487 SBRC Kerman Shopping Center Save Mart #17
64 7220 PW 155 West Street ELI Systems
65 010-00000562 AMCC Lexington Kmart Kmart Corporation
66 010-00000560 AMCC Niagara Kmart Kmart Corporation
67 6603452 SBRC Beverly Westside Westside
68 6603174 SBRC Balboa Palms Apartments NAP
69 6603178 SBRC Tarzana Palms Apartments NAP
70 8686 PW 131 Spring Street Ralph Appelbaum Associates, Inc.
71 6603021 SBRC 1445 Hempstead Turnpike Duane Reade
72 10142 PW Jackson Professional Loudoun County
73 6602817 SBRC Campbell Hill Apartments NAP
74 7218 PW 377 Ballardvale & 315 New Boston Portfolio
74A 7218A 377 Ballardvale Street Internal Revenue Service
74B 7218B 315 New Boston Street Cambridge Machine
75 6603419 SBRC Lamar Crossing Shopping Center Goody's
76 3710 ORIX Renner Plaza Office Building Nextrend, Inc.
77 10593 PW Plimpton and Hills Portfolio
77A 10593A 114-146 Kings Highway East Plimpton and Hills
77B 10593B 1 Maxim Road Plimpton and Hills
78 9133 PW 4444 West Bristol Road McLeod USA
79 6603491 SBRC Vacaville Town Center Hollywood Video
80 9492 PW CVS - Dorchester Gallivan CVS, Inc.
81 10851 PW RPM Warehouse RPM Warehouse LLC
82 9583 PW Deere Road Warehouse Buildings VDI, Inc.
83 6603938 SBRC 411-423 East 114th Street NAP
84 10065 PW SunTrust Centre SunTrust Bank, South Florida, N.A.
85 010-00000439 AMCC Lynnwood Business Center Arnold Dental Supply Company
86 010-00000440 AMCC Quad 95 CKC Laboratories, Inc.
87 6603175 SBRC Independence Court Apartments NAP
88 6603020 SBRC 5601 Merrick Road Duane Reade
89 6603887 SBRC Pinnacle Warehouse Mustang Dynamometer
90 6603769 SBRC 300 Wildwood Avenue Meretta Gotham Hinds Institute
91 10094 PW Congress Professional Center III Plastic Surgery of Palm Beach
92 10105 PW Keystone Building University of Pittsburgh
93 10939 PW 4621 W. Napoleon NAP
94 10762 PW Balboa Pointe Apartments NAP
95 6603246 SBRC Spartacus Apartments NAP
96 6604046 SBRC Storage Depot I NAP
97 6603225 SBRC Village Place Shopping Center Presidents
98 7585 PW Burke Village Center Carpet Market
99 6602382 SBRC Tivoli Square Apartments NAP
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
LARGEST
TENANT
MORTGAGE LARGEST LARGEST LEASE
CONTROL LOAN TENANT TENANT MATURITY
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME NRSF NRSF% DATE
------ ----------- ------ -------------------- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories & Minerals Corporation 56,599 100% 12/01/04
47 6604369 SBRC Sorrento Glen 24,931 56% 12/31/04
48 6603691 SBRC Melrose Plaza 2,692 17% 12/17/08
49 3288 ORIX Bayshore Executive Plaza 29,523 31% 02/28/04
50 6603952 SBRC Gates Park Crossing Apartments NAP NAP NAP
51 4459A PW Days Inn Fort Wright NAP NAP NAP
52 4459B PW Days Inn Frankfort NAP NAP NAP
53 4459C PW Days Inn Shepherdsville NAP NAP NAP
54 6603153 SBRC Fairgrounds Mobile Estates NAP NAP NAP
55 3476 ORIX Lyrewood Pointe Apartments NAP NAP NAP
56 6604346 SBRC The Market at Summer Oaks 55,000 63% 12/31/08
57 6603590 SBRC Cambridge Village Apartments NAP NAP NAP
58 3510 ORIX Park Square Court 49,773 39% 05/31/09
59 6603771 SBRC Princess Anne Marketplace 11,000 41% 04/30/10
60 6603263 SBRC Pinon Trails Apartments NAP NAP NAP
61 9430 PW Cayuga Village Mobile Home Park NAP NAP NAP
62 6604264 SBRC 500 South Salina Street 13,167 9% 10/01/02
63 6603487 SBRC Kerman Shopping Center 23,220 23% 08/31/04
64 7220 PW 155 West Street 19,430 27% 02/28/02
65 010-00000562 AMCC Lexington Kmart 105,968 100% 12/31/18
66 010-00000560 AMCC Niagara Kmart 105,512 100% 11/02/23
67 6603452 SBRC Beverly Westside 14,710 59% 05/31/14
68 6603174 SBRC Balboa Palms Apartments NAP NAP NAP
69 6603178 SBRC Tarzana Palms Apartments NAP NAP NAP
70 8686 PW 131 Spring Street 20,000 50% 04/02/02
71 6603021 SBRC 1445 Hempstead Turnpike 14,028 52% 01/31/14
72 10142 PW Jackson Professional 8,736 23% 08/01/05
73 6602817 SBRC Campbell Hill Apartments NAP NAP NAP
74 7218 PW 377 Ballardvale & 315 New Boston Portfolio
74A 7218A 377 Ballardvale Street 46,820 100% 10/30/03
74B 7218B 315 New Boston Street 4,000 32% 06/30/02
75 6603419 SBRC Lamar Crossing Shopping Center 22,560 45% 03/10/09
76 3710 ORIX Renner Plaza Office Building 42,400 100% 11/30/10
77 10593 PW Plimpton and Hills Portfolio
77A 10593A 114-146 Kings Highway East 32,423 66% 12/31/15
77B 10593B 1 Maxim Road 36,750 100% 12/31/15
78 9133 PW 4444 West Bristol Road 42,282 100% 12/31/14
79 6603491 SBRC Vacaville Town Center 5,100 15% 04/28/08
80 9492 PW CVS - Dorchester 9,450 100% 01/31/20
81 10851 PW RPM Warehouse 56,400 47% 05/31/10
82 9583 PW Deere Road Warehouse Buildings 46,400 23% 07/31/01
83 6603938 SBRC 411-423 East 114th Street NAP NAP NAP
84 10065 PW SunTrust Centre 6,000 21% 04/30/05
85 010-00000439 AMCC Lynnwood Business Center 5,750 28% 06/30/03
86 010-00000440 AMCC Quad 95 8,847 23% 03/31/06
87 6603175 SBRC Independence Court Apartments NAP NAP NAP
88 6603020 SBRC 5601 Merrick Road 22,020 100% 01/31/14
89 6603887 SBRC Pinnacle Warehouse 22,500 42% 10/01/09
90 6603769 SBRC 300 Wildwood Avenue 20,177 35% 08/31/06
91 10094 PW Congress Professional Center III 9,185 51% 03/31/08
92 10105 PW Keystone Building 19,263 60% 12/31/00
93 10939 PW 4621 W. Napoleon NAP NAP NAP
94 10762 PW Balboa Pointe Apartments NAP NAP NAP
95 6603246 SBRC Spartacus Apartments NAP NAP NAP
96 6604046 SBRC Storage Depot I NAP NAP NAP
97 6603225 SBRC Village Place Shopping Center 22,600 25% 10/31/02
98 7585 PW Burke Village Center 6,100 21% 01/31/01
99 6602382 SBRC Tivoli Square Apartments NAP NAP NAP
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME SECOND LARGEST TENANT
------ ----------- ------ -------------------- ---------------------
<S> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories & Minerals Corporation NAP
47 6604369 SBRC Sorrento Glen Bio Research
48 6603691 SBRC Melrose Plaza Eyewatch, Inc.
49 3288 ORIX Bayshore Executive Plaza Preferred Employers Group
50 6603952 SBRC Gates Park Crossing Apartments NAP
51 4459A PW Days Inn Fort Wright NAP
52 4459B PW Days Inn Frankfort NAP
53 4459C PW Days Inn Shepherdsville NAP
54 6603153 SBRC Fairgrounds Mobile Estates NAP
55 3476 ORIX Lyrewood Pointe Apartments NAP
56 6604346 SBRC The Market at Summer Oaks Walgreen Drug Store
57 6603590 SBRC Cambridge Village Apartments NAP
58 3510 ORIX Park Square Court B.W.B.R. Architects
59 6603771 SBRC Princess Anne Marketplace The Mattress Venture, L.P.
60 6603263 SBRC Pinon Trails Apartments NAP
61 9430 PW Cayuga Village Mobile Home Park NAP
62 6604264 SBRC 500 South Salina Street Consumer Credit Counseling Servicing
63 6603487 SBRC Kerman Shopping Center Rite Aid #05853
64 7220 PW 155 West Street Sacks & Co
65 010-00000562 AMCC Lexington Kmart NAP
66 010-00000560 AMCC Niagara Kmart NAP
67 6603452 SBRC Beverly Westside Dawn Patrol
68 6603174 SBRC Balboa Palms Apartments NAP
69 6603178 SBRC Tarzana Palms Apartments NAP
70 8686 PW 131 Spring Street St. Vincent's Hospital
71 6603021 SBRC 1445 Hempstead Turnpike Party City Corporation
72 10142 PW Jackson Professional NAP
73 6602817 SBRC Campbell Hill Apartments NAP
74 7218 PW 377 Ballardvale & 315 New Boston Portfolio
74A 7218A 377 Ballardvale Street NAP
74B 7218B 315 New Boston Street Shapex
75 6603419 SBRC Lamar Crossing Shopping Center Factory Showcase (Traditions)
76 3710 ORIX Renner Plaza Office Building NAP
77 10593 PW Plimpton and Hills Portfolio
77A 10593A 114-146 Kings Highway East NAP
77B 10593B 1 Maxim Road NAP
78 9133 PW 4444 West Bristol Road NAP
79 6603491 SBRC Vacaville Town Center Chief Auto Parts
80 9492 PW CVS - Dorchester NAP
81 10851 PW RPM Warehouse Mio Plastics, LTD
82 9583 PW Deere Road Warehouse Buildings DCM Holding Corp.
83 6603938 SBRC 411-423 East 114th Street NAP
84 10065 PW SunTrust Centre NAP
85 010-00000439 AMCC Lynnwood Business Center ADG Printing
86 010-00000440 AMCC Quad 95 Fresenius Hemotechnology, Inc.
87 6603175 SBRC Independence Court Apartments NAP
88 6603020 SBRC 5601 Merrick Road NAP
89 6603887 SBRC Pinnacle Warehouse Bridge Street Accommodations, Inc.
90 6603769 SBRC 300 Wildwood Avenue Microtime Computer Distribution
91 10094 PW Congress Professional Center III Arthritis & Rheumatology
92 10105 PW Keystone Building Children's Hospital
93 10939 PW 4621 W. Napoleon NAP
94 10762 PW Balboa Pointe Apartments NAP
95 6603246 SBRC Spartacus Apartments NAP
96 6604046 SBRC Storage Depot I NAP
97 6603225 SBRC Village Place Shopping Center Scindia Investments
98 7585 PW Burke Village Center NAP
99 6602382 SBRC Tivoli Square Apartments NAP
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
SECOND
LARGEST
SECOND SECOND TENANT
MORTGAGE LARGEST LARGEST LEASE
CONTROL LOAN TENANT TENANT MATURITY
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME NRSF NRSF% Date
------ ----------- ------ -------------------- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
46 010-00000518 AMCC National Refractories & Minerals Corporation NAP NAP NAP
47 6604369 SBRC Sorrento Glen 4,982 11% 07/15/04
48 6603691 SBRC Melrose Plaza 1,783 11% 01/31/04
49 3288 ORIX Bayshore Executive Plaza 12,604 13% 03/31/02
50 6603952 SBRC Gates Park Crossing Apartments NAP NAP NAP
51 4459A PW Days Inn Fort Wright NAP NAP NAP
52 4459B PW Days Inn Frankfort NAP NAP NAP
53 4459C PW Days Inn Shepherdsville NAP NAP NAP
54 6603153 SBRC Fairgrounds Mobile Estates NAP NAP NAP
55 3476 ORIX Lyrewood Pointe Apartments NAP NAP NAP
56 6604346 SBRC The Market at Summer Oaks 15,000 17% 03/31/29
57 6603590 SBRC Cambridge Village Apartments NAP NAP NAP
58 3510 ORIX Park Square Court 24,550 19% 07/31/01
59 6603771 SBRC Princess Anne Marketplace 3,720 14% 04/30/04
60 6603263 SBRC Pinon Trails Apartments NAP NAP NAP
61 9430 PW Cayuga Village Mobile Home Park NAP NAP NAP
62 6604264 SBRC 500 South Salina Street 12,500 8% 10/01/04
63 6603487 SBRC Kerman Shopping Center 17,640 17% 05/31/05
64 7220 PW 155 West Street 15,350 21% 02/28/02
65 010-00000562 AMCC Lexington Kmart NAP NAP NAP
66 010-00000560 AMCC Niagara Kmart NAP NAP NAP
67 6603452 SBRC Beverly Westside 2,700 11% 10/31/02
68 6603174 SBRC Balboa Palms Apartments NAP NAP NAP
69 6603178 SBRC Tarzana Palms Apartments NAP NAP NAP
70 8686 PW 131 Spring Street 10,000 25% 04/01/07
71 6603021 SBRC 1445 Hempstead Turnpike 9,300 34% 09/30/07
72 10142 PW Jackson Professional NAP NAP NAP
73 6602817 SBRC Campbell Hill Apartments NAP NAP NAP
74 7218 PW 377 Ballardvale & 315 New Boston Portfolio
74A 7218A 377 Ballardvale Street NAP NAP NAP
74B 7218B 315 New Boston Street 4,000 32% 05/31/02
75 6603419 SBRC Lamar Crossing Shopping Center 8,000 16% 09/15/04
76 3710 ORIX Renner Plaza Office Building NAP NAP NAP
77 10593 PW Plimpton and Hills Portfolio
77A 10593A 114-146 Kings Highway East NAP NAP NAP
77B 10593B 1 Maxim Road NAP NAP NAP
78 9133 PW 4444 West Bristol Road NAP NAP NAP
79 6603491 SBRC Vacaville Town Center 4,800 14% 02/28/01
80 9492 PW CVS - Dorchester NAP NAP NAP
81 10851 PW RPM Warehouse 40,000 33% 04/30/03
82 9583 PW Deere Road Warehouse Buildings 45,600 23% 06/30/03
83 6603938 SBRC 411-423 East 114th Street NAP NAP NAP
84 10065 PW SunTrust Centre NAP NAP NAP
85 010-00000439 AMCC Lynnwood Business Center 4,094 20% 06/30/02
86 010-00000440 AMCC Quad 95 6,916 18% 12/31/09
87 6603175 SBRC Independence Court Apartments NAP NAP NAP
88 6603020 SBRC 5601 Merrick Road NAP NAP NAP
89 6603887 SBRC Pinnacle Warehouse 18,000 33% 05/15/09
90 6603769 SBRC 300 Wildwood Avenue 14,066 25% 06/30/03
91 10094 PW Congress Professional Center III 4,545 25% 12/31/07
92 10105 PW Keystone Building 7,088 22% 02/15/01
93 10939 PW 4621 W. Napoleon NAP NAP NAP
94 10762 PW Balboa Pointe Apartments NAP NAP NAP
95 6603246 SBRC Spartacus Apartments NAP NAP NAP
96 6604046 SBRC Storage Depot I NAP NAP NAP
97 6603225 SBRC Village Place Shopping Center 22,519 25% 01/31/08
98 7585 PW Burke Village Center NAP NAP NAP
99 6602382 SBRC Tivoli Square Apartments NAP NAP NAP
</TABLE>
<PAGE> 224
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE OCCUPANCY
CONTROL LOAN OCCUPANCY AS
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME PERCENTAGE OF DATE
------ ----------- ------ -------------------- ---------- -------
<S> <C> <C> <C> <C> <C>
100 010-00000579 AMCC Foothills Village Centre 100% 05/31/00
101 6604473 SBRC McBee Apartments 90% 01/04/00
102 6603238 SBRC Golden Sands Apartments 96% 12/31/99
103 9925 PW Eckerds - Gloversville 100% 07/27/99
104 010-00000535 AMCC Dover Crossing Shopping Center 95% 05/31/00
105 010-00000466 AMCC Plainville Crossing 96% 12/31/99
106 010-00000596 AMCC Staples - Lawton 100% 04/14/00
107 6603149 SBRC Boardwalk at Marina Bay 100% 05/10/00
108 010-00000450 AMCC Kalevala Village Apartments 97% 12/31/99
109 10003 PW CVS - Murfreesboro 100% 05/30/99
110 7592 PW La Quinta Gardens 98% 12/01/99
111 7042 PW Urban Outfitters Ann Arbor 100% 05/15/00
112 010-00000570 AMCC Kolstad Great Dane Warehouse 100% 02/01/00
113 8988 PW South Meadows 79% 09/30/99
114 010-00000537 AMCC Pederson-Krag Center Building 100% 01/01/00
115 6603511 SBRC Crosstown Self Storage 76% 09/30/99
116 9998 PW Esquire Apartments 96% 12/31/99
117 010-00000569 AMCC Rigid Building Systems 100% 01/01/00
118 8574 PW Falcon Cove Apartments 98% 10/29/99
119 3379 ORIX CountryHouse Residences 97% 03/31/00
120 6602692 SBRC One Centennial Drive 100% 12/29/99
121 6602379 SBRC Diplomat Apartments 100% 12/31/99
122 10193 PW Avenue J Warehouse 92% 01/01/00
123 010-00000257 AMCC Kiely Plaza Shopping Center 100% 02/01/00
124 3753 ORIX Miami Gardens Office Center 100% 03/24/00
125 8696 PW Texas Tech Office Building 100% 09/01/99
126 010-00000520 AMCC The Village Apartments 94% 12/31/99
127 10117 PW Des Moines Apartments Portfolio
127A 10117A Capital Hills Apartments 100% 12/17/99
127B 10117B Lyon Manor Apartments 94% 12/17/99
127C 10117C Silhouette Apartments 100% 12/17/99
128 10611 PW 69-75 Lehigh Avenue 100% 04/19/00
129 010-00000581 AMCC Henderson Building 100% 04/30/00
130 010-00000188 AMCC Park Plaza 100% 02/28/00
131 8951 PW North Park Industrial 100% 12/23/99
132 9381 PW Midwood Medical Center 100% 07/01/99
133 020-00000037 AMCC Southcenter Strip Retail Center 100% 04/27/00
134 010-00000498 AMCC Fair Oaks Office/Retail Building 100% 03/07/00
135 010-00000464 AMCC Southview Apartments 85% 03/01/00
136 6602380 SBRC Monaco Apartments 98% 12/31/99
137 010-00000386 AMCC Hafner Court Apartments 99% 03/31/00
138 010-00000543 AMCC Loma Vista Center 100% 03/14/00
139 010-00000490 AMCC Carroll Road Warehouse 100% 01/13/00
140 010-00000401 AMCC Sandalwood Apartments 94% 04/30/00
142 6603541 SBRC Bonhampton Corners 100% 03/01/00
143 010-00000281 AMCC Greenway Village Shopping Center 100% 01/01/00
144 9165 PW Jupiter Corporate Center 95% 01/08/00
145 010-00000504 AMCC Banneker Building 100% 03/03/00
146 010-00000333 AMCC 3975 Landmark Street 100% 12/31/99
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME LARGEST TENANT
------ ----------- ------ -------------------- --------------
<S> <C> <C> <C> <C>
100 010-00000579 AMCC Foothills Village Centre Chandler Medical Center
101 6604473 SBRC McBee Apartments NAP
102 6603238 SBRC Golden Sands Apartments NAP
103 9925 PW Eckerds - Gloversville Fay's Incorporated
104 010-00000535 AMCC Dover Crossing Shopping Center Fashion Bug
105 010-00000466 AMCC Plainville Crossing Brooks Pharmacy
106 010-00000596 AMCC Staples - Lawton Staples, Inc.
107 6603149 SBRC Boardwalk at Marina Bay Amelias
108 010-00000450 AMCC Kalevala Village Apartments NAP
109 10003 PW CVS - Murfreesboro CVS/Hook SupeRx, Inc.
110 7592 PW La Quinta Gardens NAP
111 7042 PW Urban Outfitters Ann Arbor Urban Outfitters
112 010-00000570 AMCC Kolstad Great Dane Warehouse Kolstad-Great Dane
113 8988 PW South Meadows NAP
114 010-00000537 AMCC Pederson-Krag Center Building Pederson-Krag Center
115 6603511 SBRC Crosstown Self Storage NAP
116 9998 PW Esquire Apartments NAP
117 010-00000569 AMCC Rigid Building Systems Rigid Building Systems, Ltd.
118 8574 PW Falcon Cove Apartments NAP
119 3379 ORIX CountryHouse Residences NAP
120 6602692 SBRC One Centennial Drive Security Source
121 6602379 SBRC Diplomat Apartments NAP
122 10193 PW Avenue J Warehouse PWS Foods, Inc.
123 010-00000257 AMCC Kiely Plaza Shopping Center Kiely Market
124 3753 ORIX Miami Gardens Office Center AFSCME Florida
125 8696 PW Texas Tech Office Building Texas Tech
126 010-00000520 AMCC The Village Apartments NAP
127 10117 PW Des Moines Apartments Portfolio
127A 10117A Capital Hills Apartments NAP
127B 10117B Lyon Manor Apartments NAP
127C 10117C Silhouette Apartments NAP
128 10611 PW 69-75 Lehigh Avenue Cosmetic Manufacturing Resources, LLC
129 010-00000581 AMCC Henderson Building Baldwin Resource
130 010-00000188 AMCC Park Plaza Social Security Administration
131 8951 PW North Park Industrial Source 4
132 9381 PW Midwood Medical Center Midwood Chayim Aruchim
133 020-00000037 AMCC Southcenter Strip Retail Center Silver Platters
134 010-00000498 AMCC Fair Oaks Office/Retail Building Louise's Trattoria, Inc
135 010-00000464 AMCC Southview Apartments NAP
136 6602380 SBRC Monaco Apartments NAP
137 010-00000386 AMCC Hafner Court Apartments NAP
138 010-00000543 AMCC Loma Vista Center Jose Rosa Arrendondo
139 010-00000490 AMCC Carroll Road Warehouse Pardee Construction Company
140 010-00000401 AMCC Sandalwood Apartments NAP
142 6603541 SBRC Bonhampton Corners NJ Dept. of Human Services
143 010-00000281 AMCC Greenway Village Shopping Center AT&T
144 9165 PW Jupiter Corporate Center Innova Health Inc.
145 010-00000504 AMCC Banneker Building Costello Construction, Inc
146 010-00000333 AMCC 3975 Landmark Street Interstate Brands Corp.
</TABLE>
<TABLE>
<CAPTION>
LARGEST
TENANT
MORTGAGE LARGEST LARGEST LEASE
CONTROL LOAN TENANT TENANT MATURITY
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME NRSF NRSF% DATE
------ ----------- ------ -------------------- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
100 010-00000579 AMCC Foothills Village Centre 3,332 14% 01/07/01
101 6604473 SBRC McBee Apartments NAP NAP NAP
102 6603238 SBRC Golden Sands Apartments NAP NAP NAP
103 9925 PW Eckerds - Gloversville 10,908 100% 07/26/19
104 010-00000535 AMCC Dover Crossing Shopping Center 7,125 25% 03/31/04
105 010-00000466 AMCC Plainville Crossing 12,848 28% 06/08/08
106 010-00000596 AMCC Staples - Lawton 24,049 100% 10/31/14
107 6603149 SBRC Boardwalk at Marina Bay 6,547 17% 03/02/09
108 010-00000450 AMCC Kalevala Village Apartments NAP NAP NAP
109 10003 PW CVS - Murfreesboro 10,195 100% 01/01/20
110 7592 PW La Quinta Gardens NAP NAP NAP
111 7042 PW Urban Outfitters Ann Arbor 11,650 51% 02/28/03
112 010-00000570 AMCC Kolstad Great Dane Warehouse 50,160 100% 09/30/09
113 8988 PW South Meadows NAP NAP NAP
114 010-00000537 AMCC Pederson-Krag Center Building 29,251 100% 07/31/09
115 6603511 SBRC Crosstown Self Storage NAP NAP NAP
116 9998 PW Esquire Apartments NAP NAP NAP
117 010-00000569 AMCC Rigid Building Systems 101,990 100% 12/31/15
118 8574 PW Falcon Cove Apartments NAP NAP NAP
119 3379 ORIX CountryHouse Residences NAP NAP NAP
120 6602692 SBRC One Centennial Drive 48,880 92% 03/31/03
121 6602379 SBRC Diplomat Apartments NAP NAP NAP
122 10193 PW Avenue J Warehouse 40,000 67% 12/31/03
123 010-00000257 AMCC Kiely Plaza Shopping Center 3,100 13% 12/31/07
124 3753 ORIX Miami Gardens Office Center 5,728 13% 10/31/03
125 8696 PW Texas Tech Office Building 30,052 100% 08/31/04
126 010-00000520 AMCC The Village Apartments NAP NAP NAP
127 10117 PW Des Moines Apartments Portfolio
127A 10117A Capital Hills Apartments NAP NAP NAP
127B 10117B Lyon Manor Apartments NAP NAP NAP
127C 10117C Silhouette Apartments NAP NAP NAP
128 10611 PW 69-75 Lehigh Avenue 67,775 100% 04/30/20
129 010-00000581 AMCC Henderson Building 6,183 50% 11/30/04
130 010-00000188 AMCC Park Plaza 6,982 20% 07/31/02
131 8951 PW North Park Industrial 20,250 60% 02/28/04
132 9381 PW Midwood Medical Center 5,500 29% 06/30/03
133 020-00000037 AMCC Southcenter Strip Retail Center 9,586 39% 03/31/02
134 010-00000498 AMCC Fair Oaks Office/Retail Building 4,696 43% 01/31/10
135 010-00000464 AMCC Southview Apartments NAP NAP NAP
136 6602380 SBRC Monaco Apartments NAP NAP NAP
137 010-00000386 AMCC Hafner Court Apartments NAP NAP NAP
138 010-00000543 AMCC Loma Vista Center 3,618 14% 04/30/02
139 010-00000490 AMCC Carroll Road Warehouse 17,992 40% 04/30/03
140 010-00000401 AMCC Sandalwood Apartments NAP NAP NAP
142 6603541 SBRC Bonhampton Corners 5,738 16% MTM
143 010-00000281 AMCC Greenway Village Shopping Center 4,400 13% 09/30/04
144 9165 PW Jupiter Corporate Center 5,371 25% 05/31/01
145 010-00000504 AMCC Banneker Building 4,075 20% 01/31/01
146 010-00000333 AMCC 3975 Landmark Street 14,000 43% 04/30/02
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME SECOND LARGEST TENANT
------ ----------- ------ -------------------- ---------------------
<S> <C> <C> <C> <C>
100 010-00000579 AMCC Foothills Village Centre YMCA
101 6604473 SBRC McBee Apartments NAP
102 6603238 SBRC Golden Sands Apartments NAP
103 9925 PW Eckerds - Gloversville NAP
104 010-00000535 AMCC Dover Crossing Shopping Center China King
105 010-00000466 AMCC Plainville Crossing Family Dollar
106 010-00000596 AMCC Staples - Lawton NAP
107 6603149 SBRC Boardwalk at Marina Bay Hot Water
108 010-00000450 AMCC Kalevala Village Apartments NAP
109 10003 PW CVS - Murfreesboro NAP
110 7592 PW La Quinta Gardens NAP
111 7042 PW Urban Outfitters Ann Arbor State Theater
112 010-00000570 AMCC Kolstad Great Dane Warehouse NAP
113 8988 PW South Meadows NAP
114 010-00000537 AMCC Pederson-Krag Center Building NAP
115 6603511 SBRC Crosstown Self Storage NAP
116 9998 PW Esquire Apartments NAP
117 010-00000569 AMCC Rigid Building Systems NAP
118 8574 PW Falcon Cove Apartments NAP
119 3379 ORIX CountryHouse Residences NAP
120 6602692 SBRC One Centennial Drive Children's Discovery Center
121 6602379 SBRC Diplomat Apartments NAP
122 10193 PW Avenue J Warehouse Armstrong Carpet & Tile
123 010-00000257 AMCC Kiely Plaza Shopping Center Korean BBQ
124 3753 ORIX Miami Gardens Office Center Caribbean Parking Systems, Inc.
125 8696 PW Texas Tech Office Building NAP
126 010-00000520 AMCC The Village Apartments NAP
127 10117 PW Des Moines Apartments Portfolio
127A 10117A Capital Hills Apartments NAP
127B 10117B Lyon Manor Apartments NAP
127C 10117C Silhouette Apartments NAP
128 10611 PW 69-75 Lehigh Avenue NAP
129 010-00000581 AMCC Henderson Building Transportation Planning & Engineering, Inc.
130 010-00000188 AMCC Park Plaza Lanferman, Fisher, Hashimoto
131 8951 PW North Park Industrial NAP
132 9381 PW Midwood Medical Center NAP
133 020-00000037 AMCC Southcenter Strip Retail Center Men's Warehouse
134 010-00000498 AMCC Fair Oaks Office/Retail Building Coyote Moon Picture Company
135 010-00000464 AMCC Southview Apartments NAP
136 6602380 SBRC Monaco Apartments NAP
137 010-00000386 AMCC Hafner Court Apartments NAP
138 010-00000543 AMCC Loma Vista Center 98c Store
139 010-00000490 AMCC Carroll Road Warehouse Culligan Water Conditioning of San Diego, Inc.
140 010-00000401 AMCC Sandalwood Apartments NAP
142 6603541 SBRC Bonhampton Corners Interim Healthcare
143 010-00000281 AMCC Greenway Village Shopping Center Redbud Physical Therapy
144 9165 PW Jupiter Corporate Center NAP
145 010-00000504 AMCC Banneker Building B2B Communications
146 010-00000333 AMCC 3975 Landmark Street Impulse Merchandisers
</TABLE>
<TABLE>
<CAPTION>
SECOND
LARGEST
SECOND SECOND TENANT
MORTGAGE LARGEST LARGEST LEASE
CONTROL LOAN TENANT TENANT MATURITY
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME NRSF NRSF% Date
------ ----------- ------ -------------------- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
100 010-00000579 AMCC Foothills Village Centre 3,028 13% 08/31/02
101 6604473 SBRC McBee Apartments NAP NAP NAP
102 6603238 SBRC Golden Sands Apartments NAP NAP NAP
103 9925 PW Eckerds - Gloversville NAP NAP NAP
104 010-00000535 AMCC Dover Crossing Shopping Center 4,376 15% 07/31/07
105 010-00000466 AMCC Plainville Crossing 7,250 16% 12/31/03
106 010-00000596 AMCC Staples - Lawton NAP NAP NAP
107 6603149 SBRC Boardwalk at Marina Bay 4,200 11% 01/31/04
108 010-00000450 AMCC Kalevala Village Apartments NAP NAP NAP
109 10003 PW CVS - Murfreesboro NAP NAP NAP
110 7592 PW La Quinta Gardens NAP NAP NAP
111 7042 PW Urban Outfitters Ann Arbor 11,000 49% 01/31/09
112 010-00000570 AMCC Kolstad Great Dane Warehouse NAP NAP NAP
113 8988 PW South Meadows NAP NAP NAP
114 010-00000537 AMCC Pederson-Krag Center Building NAP NAP NAP
115 6603511 SBRC Crosstown Self Storage NAP NAP NAP
116 9998 PW Esquire Apartments NAP NAP NAP
117 010-00000569 AMCC Rigid Building Systems NAP NAP NAP
118 8574 PW Falcon Cove Apartments NAP NAP NAP
119 3379 ORIX CountryHouse Residences NAP NAP NAP
120 6602692 SBRC One Centennial Drive 4,200 8% 01/31/02
121 6602379 SBRC Diplomat Apartments NAP NAP NAP
122 10193 PW Avenue J Warehouse 15,000 25% 10/31/02
123 010-00000257 AMCC Kiely Plaza Shopping Center 3,019 13% 07/31/05
124 3753 ORIX Miami Gardens Office Center 3,531 8% 03/31/03
125 8696 PW Texas Tech Office Building NAP NAP NAP
126 010-00000520 AMCC The Village Apartments NAP NAP NAP
127 10117 PW Des Moines Apartments Portfolio
127A 10117A Capital Hills Apartments NAP NAP NAP
127B 10117B Lyon Manor Apartments NAP NAP NAP
127C 10117C Silhouette Apartments NAP NAP NAP
128 10611 PW 69-75 Lehigh Avenue NAP NAP NAP
129 010-00000581 AMCC Henderson Building 4,000 32% 02/28/05
130 010-00000188 AMCC Park Plaza 6,258 18% 03/31/01
131 8951 PW North Park Industrial NAP NAP NAP
132 9381 PW Midwood Medical Center NAP NAP NAP
133 020-00000037 AMCC Southcenter Strip Retail Center 7,008 29% 09/30/05
134 010-00000498 AMCC Fair Oaks Office/Retail Building 1,641 15% 10/31/00
135 010-00000464 AMCC Southview Apartments NAP NAP NAP
136 6602380 SBRC Monaco Apartments NAP NAP NAP
137 010-00000386 AMCC Hafner Court Apartments NAP NAP NAP
138 010-00000543 AMCC Loma Vista Center 3,384 13% 01/31/04
139 010-00000490 AMCC Carroll Road Warehouse 17,954 40% 04/30/03
140 010-00000401 AMCC Sandalwood Apartments NAP NAP NAP
142 6603541 SBRC Bonhampton Corners 3,996 11% 05/31/03
143 010-00000281 AMCC Greenway Village Shopping Center 4,344 13% 09/30/03
144 9165 PW Jupiter Corporate Center NAP NAP NAP
145 010-00000504 AMCC Banneker Building 3,506 17% 01/17/01
146 010-00000333 AMCC 3975 Landmark Street 6,480 20% 05/31/01
</TABLE>
<PAGE> 225
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE OCCUPANCY
CONTROL LOAN OCCUPANCY AS
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME PERCENTAGE OF DATE
------ ----------- ------ -------------------- ---------- -------
<S> <C> <C> <C> <C> <C>
147 9809 PW Carrington Heights & Plaza Apts Portfolio
147A 9809A Carrington Heights Apartments 90% 12/31/99
147B 9809B Plaza Apartments 96% 12/31/99
148 010-00000370 AMCC 88 Sunnyside Building 100% 03/15/00
149 10326 PW Pond Street & North Court Apts. Portfolio
149A 10326A Pond Street Apartments 100% 01/01/00
149B 10326B North Court Apartments 96% 01/01/00
150 010-00000452 AMCC Plaza Northwest Shopping Center 96% 05/26/00
151 7368 PW Paradise Palm Mobile Home Park 100% 03/31/00
152 020-00000043 AMCC Kennewick Square 96% 04/30/00
153 010-00000311 AMCC Party City 100% 02/29/00
154 010-00000308 AMCC Blue Devils Building 100% 02/28/00
155 020-00000054 AMCC Schuck's Retail Center 100% 03/07/00
156 010-00000550 AMCC Northwood Estates 95% 04/05/00
157 010-00000280 AMCC Miramar Commerce Center 99% 03/01/00
158 010-00000462 AMCC South Bay Industrial 100% 04/13/00
159 010-00000378 AMCC Bloomfield Center 100% 06/05/00
160 020-00000064 AMCC Park Willow Apartments 98% 05/10/00
161 020-00000022 AMCC Belmond Center 100% 12/01/99
162 010-00000446 AMCC Riverwood Apartments 100% 06/01/00
163 9792 PW 85 Second Avenue 100% 10/18/99
164 020-00000034 AMCC PGE Buildings 100% 04/04/00
165 010-00000312 AMCC Carroll Canyon Road Industrial Condos 100% 01/31/00
166 010-00000429 AMCC Myrex Manufacturing Plant & Corporate Offices 100% 01/06/00
167 9370 PW St. James Apartments 100% 12/06/99
168 010-00000484 AMCC Walnut Creek Shopping Center 100% 01/16/00
169 010-00000465 AMCC Quail Hollow Mini Storage 100% 03/21/00
170 9835 PW CVS - Lowell 100% 01/10/00
171 010-00000350 AMCC Freeway Industries Center 100% 03/01/00
172 020-00000051 AMCC AT&T Building 100% 03/02/00
173 010-00000275 AMCC PBR III 100% 01/18/00
174 10809 PW Ivory Garden Apartments 100% 02/29/00
175 010-00000266 AMCC Knoxville Square 100% 01/01/00
176 6603177 SBRC Parthenia Garden Apartments 95% 10/31/99
177 010-00000349 AMCC Larkfield Road Office Building 86% 03/16/00
178 010-00000528 AMCC Kings Kourt Apartments 93% 12/01/99
179 020-00000036 AMCC Philomath Self-Storage 84% 03/15/00
180 010-00000398 AMCC Aztec Building 100% 05/31/00
181 010-00000279 AMCC Stone Mountain Carpet Mill Outlet 100% 01/27/00
182 7221 PW 10 Jewel Drive 100% 08/09/99
183 010-00000258 AMCC Williams Road Office Building 100% 02/18/00
184 010-00000267 AMCC Wheeling Service Center 99% 04/01/00
185 010-00000447 AMCC 650 New Road Office Building 100% 03/13/00
186 9369 PW Pine Street Apartments 100% 08/31/99
187 010-00000385 AMCC The Certex Building 100% 03/03/00
188 010-00000461 AMCC Pheasant Run Shopping Center 100% 02/23/00
189 010-00000331 AMCC Runnin' Rebel Plaza 96% 12/31/99
190 010-00000473 AMCC Vic Huber Photography Building 100% 04/26/00
191 010-00000434 AMCC Hollywood Video-Westland 100% 03/30/00
192 9510 PW Reading Business Center 97% 04/11/00
193 010-00000463 AMCC National Die & Button Mould Company 100% 05/10/00
194 010-00000371 AMCC Metropolitan Square Shopping Center 100% 02/16/00
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME LARGEST TENANT
------ ----------- ------ -------------------- --------------
<S> <C> <C> <C> <C>
147 9809 PW Carrington Heights & Plaza Apts Portfolio
147A 9809A Carrington Heights Apartments NAP
147B 9809B Plaza Apartments NAP
148 010-00000370 AMCC 88 Sunnyside Building Joe Wyllie & Associates, Inc
149 10326 PW Pond Street & North Court Apts. Portfolio
149A 10326A Pond Street Apartments NAP
149B 10326B North Court Apartments NAP
150 010-00000452 AMCC Plaza Northwest Shopping Center Pink E's
151 7368 PW Paradise Palm Mobile Home Park NAP
152 020-00000043 AMCC Kennewick Square Lutheran Social Services
153 010-00000311 AMCC Party City Party City
154 010-00000308 AMCC Blue Devils Building The Blue Devils Parents Association
155 020-00000054 AMCC Schuck's Retail Center CSK Auto, Inc
156 010-00000550 AMCC Northwood Estates NAP
157 010-00000280 AMCC Miramar Commerce Center Vintage Wines
158 010-00000462 AMCC South Bay Industrial Master Machine
159 010-00000378 AMCC Bloomfield Center Kellett Construction Co.
160 020-00000064 AMCC Park Willow Apartments NAP
161 020-00000022 AMCC Belmond Center Bellevue Transmission
162 010-00000446 AMCC Riverwood Apartments NAP
163 9792 PW 85 Second Avenue Sin-Sin Restaurant
164 020-00000034 AMCC PGE Buildings Portland General Electric (PGE)
165 010-00000312 AMCC Carroll Canyon Road Industrial Condos RV Specialists, Inc.
166 010-00000429 AMCC Myrex Manufacturing Plant & Corporate Offices MIL, Ltd.
167 9370 PW St. James Apartments NAP
168 010-00000484 AMCC Walnut Creek Shopping Center Art/Frame Factory
169 010-00000465 AMCC Quail Hollow Mini Storage NAP
170 9835 PW CVS - Lowell CVS
171 010-00000350 AMCC Freeway Industries Center California Pump & Supply
172 020-00000051 AMCC AT&T Building AT&T Wireless Services of Washington, Inc.
173 010-00000275 AMCC PBR III Valley Detroit Diesel
174 10809 PW Ivory Garden Apartments NAP
175 010-00000266 AMCC Knoxville Square Hollywood Video
176 6603177 SBRC Parthenia Garden Apartments NAP
177 010-00000349 AMCC Larkfield Road Office Building Vengroff, Williams & Associates
178 010-00000528 AMCC Kings Kourt Apartments NAP
179 020-00000036 AMCC Philomath Self-Storage NAP
180 010-00000398 AMCC Aztec Building PPEP
181 010-00000279 AMCC Stone Mountain Carpet Mill Outlet Stone Mountain Carpet Outlet of Albuquerque
182 7221 PW 10 Jewel Drive Capital Carpet Specialists
183 010-00000258 AMCC Williams Road Office Building Rivkin Corp.
184 010-00000267 AMCC Wheeling Service Center Valley Cart
185 010-00000447 AMCC 650 New Road Office Building Land America Financial Group
186 9369 PW Pine Street Apartments NAP
187 010-00000385 AMCC The Certex Building The Certex Co., Inc.
188 010-00000461 AMCC Pheasant Run Shopping Center Deli & Bakery, Inc.
189 010-00000331 AMCC Runnin' Rebel Plaza Tom & Jerry's Grub & Pub
190 010-00000473 AMCC Vic Huber Photography Building Vic Huber Photography
191 010-00000434 AMCC Hollywood Video-Westland Hollywood Video
192 9510 PW Reading Business Center CES, Inc.
193 010-00000463 AMCC National Die & Button Mould Company LMK Plating, Inc
194 010-00000371 AMCC Metropolitan Square Shopping Center Pierre's
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
LARGEST
TENANT
MORTGAGE LARGEST LARGEST LEASE
CONTROL LOAN TENANT TENANT MATURITY
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME NRSF NRSF% DATE
------ ----------- ------ -------------------- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
147 9809 PW Carrington Heights & Plaza Apts Portfolio
147A 9809A Carrington Heights Apartments NAP NAP NAP
147B 9809B Plaza Apartments NAP NAP NAP
148 010-00000370 AMCC 88 Sunnyside Building 4,949 19% 01/31/05
149 10326 PW Pond Street & North Court Apts. Portfolio
149A 10326A Pond Street Apartments NAP NAP NAP
149B 10326B North Court Apartments NAP NAP NAP
150 010-00000452 AMCC Plaza Northwest Shopping Center 14,066 51% 09/30/01
151 7368 PW Paradise Palm Mobile Home Park NAP NAP NAP
152 020-00000043 AMCC Kennewick Square 9,165 32% 03/31/05
153 010-00000311 AMCC Party City 12,000 100% 09/30/07
154 010-00000308 AMCC Blue Devils Building 22,500 100% 10/31/04
155 020-00000054 AMCC Schuck's Retail Center 8,125 69% 07/31/13
156 010-00000550 AMCC Northwood Estates NAP NAP NAP
157 010-00000280 AMCC Miramar Commerce Center 5,728 15% 09/09/04
158 010-00000462 AMCC South Bay Industrial 23,455 70% 01/17/04
159 010-00000378 AMCC Bloomfield Center 3,570 24% 11/01/03
160 020-00000064 AMCC Park Willow Apartments NAP NAP NAP
161 020-00000022 AMCC Belmond Center 4,776 19% 04/30/01
162 010-00000446 AMCC Riverwood Apartments NAP NAP NAP
163 9792 PW 85 Second Avenue 2,565 100% 04/01/09
164 020-00000034 AMCC PGE Buildings 27,560 84% 03/31/03
165 010-00000312 AMCC Carroll Canyon Road Industrial Condos 9,260 34% 03/31/01
166 010-00000429 AMCC Myrex Manufacturing Plant & Corporate Offices 80,751 100% 10/31/08
167 9370 PW St. James Apartments NAP NAP NAP
168 010-00000484 AMCC Walnut Creek Shopping Center 2,078 20% 12/31/03
169 010-00000465 AMCC Quail Hollow Mini Storage NAP NAP NAP
170 9835 PW CVS - Lowell 8,655 99% 01/31/06
171 010-00000350 AMCC Freeway Industries Center 11,200 21% 11/30/02
172 020-00000051 AMCC AT&T Building 30,697 100% 05/31/07
173 010-00000275 AMCC PBR III 21,747 66% 08/01/03
174 10809 PW Ivory Garden Apartments NAP NAP NAP
175 010-00000266 AMCC Knoxville Square 7,202 71% 10/29/07
176 6603177 SBRC Parthenia Garden Apartments NAP NAP NAP
177 010-00000349 AMCC Larkfield Road Office Building 4,750 25% 01/31/02
178 010-00000528 AMCC Kings Kourt Apartments NAP NAP NAP
179 020-00000036 AMCC Philomath Self-Storage NAP NAP NAP
180 010-00000398 AMCC Aztec Building 6,080 20% 02/28/01
181 010-00000279 AMCC Stone Mountain Carpet Mill Outlet 16,290 53% 08/31/03
182 7221 PW 10 Jewel Drive 13,100 53% 04/30/03
183 010-00000258 AMCC Williams Road Office Building 4,900 51% 07/31/00
184 010-00000267 AMCC Wheeling Service Center 5,400 4% MTM
185 010-00000447 AMCC 650 New Road Office Building 4,290 42% 01/31/03
186 9369 PW Pine Street Apartments NAP NAP NAP
187 010-00000385 AMCC The Certex Building 20,198 100% 06/14/08
188 010-00000461 AMCC Pheasant Run Shopping Center 2,617 13% 08/15/03
189 010-00000331 AMCC Runnin' Rebel Plaza 9,600 34% 03/31/03
190 010-00000473 AMCC Vic Huber Photography Building 13,585 100% 05/31/11
191 010-00000434 AMCC Hollywood Video-Westland 7,500 100% 08/31/07
192 9510 PW Reading Business Center 18,000 30% 01/14/02
193 010-00000463 AMCC National Die & Button Mould Company 25,752 100% 06/01/11
194 010-00000371 AMCC Metropolitan Square Shopping Center 5,594 18% 12/31/99
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME SECOND LARGEST TENANT
------ ----------- ------ -------------------- ---------------------
<S> <C> <C> <C> <C>
147 9809 PW Carrington Heights & Plaza Apts Portfolio
147A 9809A Carrington Heights Apartments NAP
147B 9809B Plaza Apartments NAP
148 010-00000370 AMCC 88 Sunnyside Building Berger, Lehman Associates, P.C.
149 10326 PW Pond Street & North Court Apts. Portfolio
149A 10326A Pond Street Apartments NAP
149B 10326B North Court Apartments NAP
150 010-00000452 AMCC Plaza Northwest Shopping Center Westminster Liquors
151 7368 PW Paradise Palm Mobile Home Park NAP
152 020-00000043 AMCC Kennewick Square John Bay (La Comida)
153 010-00000311 AMCC Party City NAP
154 010-00000308 AMCC Blue Devils Building NAP
155 020-00000054 AMCC Schuck's Retail Center Kerron Corporation
156 010-00000550 AMCC Northwood Estates NAP
157 010-00000280 AMCC Miramar Commerce Center Aux Delices, Inc
158 010-00000462 AMCC South Bay Industrial Tortilleria Santa Fe
159 010-00000378 AMCC Bloomfield Center Douglas Cleaners
160 020-00000064 AMCC Park Willow Apartments NAP
161 020-00000022 AMCC Belmond Center Remnants to Go
162 010-00000446 AMCC Riverwood Apartments NAP
163 9792 PW 85 Second Avenue NAP
164 020-00000034 AMCC PGE Buildings Alpha Limited Partnership
165 010-00000312 AMCC Carroll Canyon Road Industrial Condos Joe Noe
166 010-00000429 AMCC Myrex Manufacturing Plant & Corporate Offices NAP
167 9370 PW St. James Apartments NAP
168 010-00000484 AMCC Walnut Creek Shopping Center Walnut Creek Cleaners
169 010-00000465 AMCC Quail Hollow Mini Storage NAP
170 9835 PW CVS - Lowell NAP
171 010-00000350 AMCC Freeway Industries Center York International
172 020-00000051 AMCC AT&T Building NAP
173 010-00000275 AMCC PBR III David C. Musser
174 10809 PW Ivory Garden Apartments NAP
175 010-00000266 AMCC Knoxville Square Schlotsky's Deli
176 6603177 SBRC Parthenia Garden Apartments NAP
177 010-00000349 AMCC Larkfield Road Office Building SAJES
178 010-00000528 AMCC Kings Kourt Apartments NAP
179 020-00000036 AMCC Philomath Self-Storage NAP
180 010-00000398 AMCC Aztec Building Cochise Eye & Laser
181 010-00000279 AMCC Stone Mountain Carpet Mill Outlet Budget Rent A Car
182 7221 PW 10 Jewel Drive Harrington Industrial Plastics
183 010-00000258 AMCC Williams Road Office Building Teikoku Pharma
184 010-00000267 AMCC Wheeling Service Center PLM
185 010-00000447 AMCC 650 New Road Office Building Shore Memorial MRI
186 9369 PW Pine Street Apartments NAP
187 010-00000385 AMCC The Certex Building NAP
188 010-00000461 AMCC Pheasant Run Shopping Center E-Z Suds,Inc
189 010-00000331 AMCC Runnin' Rebel Plaza Alphagraphics
190 010-00000473 AMCC Vic Huber Photography Building NAP
191 010-00000434 AMCC Hollywood Video-Westland NAP
192 9510 PW Reading Business Center NAP
193 010-00000463 AMCC National Die & Button Mould Company NAP
194 010-00000371 AMCC Metropolitan Square Shopping Center Personal Training Center
</TABLE>
PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
SECOND
LARGEST
SECOND SECOND TENANT
MORTGAGE LARGEST LARGEST LEASE
CONTROL LOAN TENANT TENANT MATURITY
NUMBER LOAN NUMBER SELLER LOAN / PROPERTY NAME NRSF NRSF% DATE
------ ----------- ------ -------------------- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
147 9809 PW Carrington Heights & Plaza Apts Portfolio
147A 9809A Carrington Heights Apartments NAP NAP NAP
147B 9809B Plaza Apartments NAP NAP NAP
148 010-00000370 AMCC 88 Sunnyside Building 2,555 10% 08/31/03
149 10326 PW Pond Street & North Court Apts. Portfolio
149A 10326A Pond Street Apartments NAP NAP NAP
149B 10326B North Court Apartments NAP NAP NAP
150 010-00000452 AMCC Plaza Northwest Shopping Center 3,493 13% 04/30/02
151 7368 PW Paradise Palm Mobile Home Park NAP NAP NAP
152 020-00000043 AMCC Kennewick Square 3,747 13% 03/31/02
153 010-00000311 AMCC Party City NAP NAP NAP
154 010-00000308 AMCC Blue Devils Building NAP NAP NAP
155 020-00000054 AMCC Schuck's Retail Center 2,405 20% 09/30/08
156 010-00000550 AMCC Northwood Estates NAP NAP NAP
157 010-00000280 AMCC Miramar Commerce Center 5,472 14% 09/09/04
158 010-00000462 AMCC South Bay Industrial 10,100 30% 09/01/01
159 010-00000378 AMCC Bloomfield Center 2,980 20% 11/01/03
160 020-00000064 AMCC Park Willow Apartments NAP NAP NAP
161 020-00000022 AMCC Belmond Center 3,900 15% 05/31/02
162 010-00000446 AMCC Riverwood Apartments NAP NAP NAP
163 9792 PW 85 Second Avenue NAP NAP NAP
164 020-00000034 AMCC PGE Buildings 5,243 16% 07/31/03
165 010-00000312 AMCC Carroll Canyon Road Industrial Condos 4,630 17% 01/31/02
166 010-00000429 AMCC Myrex Manufacturing Plant & Corporate Offices NAP NAP NAP
167 9370 PW St. James Apartments NAP NAP NAP
168 010-00000484 AMCC Walnut Creek Shopping Center 1,972 19% 11/30/03
169 010-00000465 AMCC Quail Hollow Mini Storage NAP NAP NAP
170 9835 PW CVS - Lowell NAP NAP NAP
171 010-00000350 AMCC Freeway Industries Center 9,000 17% 01/31/02
172 020-00000051 AMCC AT&T Building NAP NAP NAP
173 010-00000275 AMCC PBR III 7,056 22% 08/31/01
174 10809 PW Ivory Garden Apartments NAP NAP NAP
175 010-00000266 AMCC Knoxville Square 2,976 29% 10/31/07
176 6603177 SBRC Parthenia Garden Apartments NAP NAP NAP
177 010-00000349 AMCC Larkfield Road Office Building 3,682 19% 07/14/03
178 010-00000528 AMCC Kings Kourt Apartments NAP NAP NAP
179 020-00000036 AMCC Philomath Self-Storage NAP NAP NAP
180 010-00000398 AMCC Aztec Building 5,080 17% 09/30/08
181 010-00000279 AMCC Stone Mountain Carpet Mill Outlet 14,300 47% 04/30/09
182 7221 PW 10 Jewel Drive 10,000 41% 08/31/01
183 010-00000258 AMCC Williams Road Office Building 4,700 49% 12/10/01
184 010-00000267 AMCC Wheeling Service Center 3,600 3% MTM
185 010-00000447 AMCC 650 New Road Office Building 3,960 39% 12/31/00
186 9369 PW Pine Street Apartments NAP NAP NAP
187 010-00000385 AMCC The Certex Building NAP NAP NAP
188 010-00000461 AMCC Pheasant Run Shopping Center 2,603 13% 04/30/06
189 010-00000331 AMCC Runnin' Rebel Plaza 3,000 11% 10/31/02
190 010-00000473 AMCC Vic Huber Photography Building NAP NAP NAP
191 010-00000434 AMCC Hollywood Video-Westland NAP NAP NAP
192 9510 PW Reading Business Center NAP NAP NAP
193 010-00000463 AMCC National Die & Button Mould Company NAP NAP NAP
194 010-00000371 AMCC Metropolitan Square Shopping Center 5,288 17% 01/31/02
</TABLE>
<PAGE> 226
PROPERTY HISTORICAL AND UNDERWRITTEN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1998
STATEMENT 1998
MORTGAGE 1998 NUMBER STATEMENT
CONTROL LOAN STATEMENT OF ENDING
NUMBER SELLER LOAN / PROPERTY NAME TYPE MONTHS DATE
------ ------ -------------------- ---- ------ ----
<S> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza Full Year 12 12/31/98
2 PW 1615 Poydras Street Full Year 12 12/31/98
3 ORIX Medical Mutual of Ohio Office Building - Toledo UAV UAV UAV
4 ORIX Medical Mutual of Ohio Office Building - Beachwood UAV UAV UAV
5 PW Diplomat Centre Full Year 12 12/31/98
6 SBRC Western Plaza II Shopping Center UAV UAV UAV
7 SBRC Metatec Building UAV UAV UAV
8 SBRC Red Lion Shopping Center Full Year 12 12/31/98
9 PW Diamond Point Plaza Full Year 12 12/31/98
10 PW Mount Vernon Medical Office Building Full Year 12 12/31/98
11 ORIX 250 Plaza Office Building Full Year 12 12/31/98
12 PW 110 Greenwich Street UAV UAV UAV
13 PW San Fernando Professional Buildings Portfolio
13A 11155-11165 Sepulveda Boulevard Full Year 12 12/31/98
13B 11211 Sepulveda Boulevard Full Year 12 12/31/98
13C 17909 Soledad Canyon Road Full Year 12 12/31/98
14 PW 3200 Regatta Boulevard Full Year 12 12/31/98
15 AMCC Senter Road Industrial Property UAV UAV UAV
16 AMCC Scottsdale Gateway II UAV UAV UAV
17 PW Kmart Plaza Full Year 12 12/31/98
18 PW Miracle Mile Shopping Center Full Year 12 12/31/98
19 PW North Country Plaza Full Year 12 12/31/98
20 SBRC Fountain Oaks UAV UAV UAV
21 SBRC Park Central Office Development UAV UAV UAV
22 SBRC McCormick Place Office Park UAV UAV UAV
23 SBRC One Michigan Avenue Full Year 12 12/31/98
24 ORIX Distribution Services Limited UAV UAV UAV
25 SBRC St. Joseph Professional Building UAV UAV UAV
26 SBRC Penns Plaza Full Year 12 12/31/98
27 SBRC Airport Plaza Office Center - Phase 1 Full Year 12 12/31/98
28 PW 375 Ballardvale Street Full Year 12 12/31/98
29 SBRC Hampton Inn - Columbus Full Year 12 12/31/98
30 SBRC Comfort Suites Hotel Full Year 12 12/31/98
31 SBRC Raintree Corporate Center - Phase I UAV UAV UAV
32 SBRC For Eyes Optical Portfolio Full Year 12 12/31/98
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park Full Year 12 12/31/98
34 PW Lake Cook Office Full Year 12 12/31/98
35 PW Pine Terrace Apartments UAV UAV UAV
36 SBRC 2265 Ralph Avenue Full Year 12 12/31/98
37 PW Shoppers Food Warehouse Annualized 6 12/31/98
38 AMCC Computer Science Corp Building UAV UAV UAV
39 AMCC Sprint Customer Care Center UAV UAV UAV
40 ORIX SugarOak Office Retreat Full Year 12 12/31/98
41 ORIX Dronningens Gade Portfolio Full Year 12 12/31/98
42 PW 400 Blair Road UAV UAV UAV
43 PW 14 Jewel Drive Full Year 12 12/31/98
44 SBRC Brookwood Square Shopping Center Full Year 12 12/31/98
45 PW 87 Concord & 7 Lopez Portfolio
45A 87 Concord Road Full Year 12 12/31/98
45B 7 Lopez Road Full Year 12 12/31/98
<CAPTION>
MORTGAGE
CONTROL LOAN 1998 1998 1998 NOI
NUMBER SELLER LOAN / PROPERTY NAME REVENUES EXPENSES 1998 NOI DSCR
------ ------ -------------------- -------- -------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 4,420,397 1,195,937 3,224,460 1.18
2 PW 1615 Poydras Street 7,062,766 2,324,069 4,738,697
3 ORIX Medical Mutual of Ohio Office Building - Toledo UAV UAV UAV UAV
4 ORIX Medical Mutual of Ohio Office Building - Beachwood UAV UAV UAV UAV
5 PW Diplomat Centre 3,009,130 1,812,519 1,196,611
6 SBRC Western Plaza II Shopping Center UAV UAV UAV UAV
7 SBRC Metatec Building UAV UAV UAV UAV
8 SBRC Red Lion Shopping Center 2,167,107 816,854 1,350,253 0.83
9 PW Diamond Point Plaza 2,197,429 441,238 1,756,191
10 PW Mount Vernon Medical Office Building 2,703,833 802,122 1,901,711
11 ORIX 250 Plaza Office Building 3,250,314 1,674,103 1,576,211 1.23
12 PW 110 Greenwich Street UAV UAV UAV
13 PW San Fernando Professional Buildings Portfolio 2,190,050
13A 11155-11165 Sepulveda Boulevard 444,834 55,287 389,547
13B 11211 Sepulveda Boulevard 1,484,197 156,955 1,327,242
13C 17909 Soledad Canyon Road 509,319 36,058 473,261
14 PW 3200 Regatta Boulevard 2,136,559 418,403 1,718,156
15 AMCC Senter Road Industrial Property UAV UAV UAV UAV
16 AMCC Scottsdale Gateway II UAV UAV UAV UAV
17 PW Kmart Plaza 1,282,489 655,471 627,018
18 PW Miracle Mile Shopping Center 285,900 195,417 90,483
19 PW North Country Plaza 299,503 153,284 146,219
20 SBRC Fountain Oaks UAV UAV UAV UAV
21 SBRC Park Central Office Development UAV UAV UAV UAV
22 SBRC McCormick Place Office Park UAV UAV UAV UAV
23 SBRC One Michigan Avenue 2,731,513 1,114,910 1,616,603 1.82
24 ORIX Distribution Services Limited UAV UAV UAV UAV
25 SBRC St. Joseph Professional Building UAV UAV UAV UAV
26 SBRC Penns Plaza 1,829,457 625,216 1,204,241 1.61
27 SBRC Airport Plaza Office Center - Phase 1 1,285,560 413,429 872,131 1.24
28 PW 375 Ballardvale Street 1,168,497 231,588 936,909
29 SBRC Hampton Inn - Columbus 2,764,571 1,533,484 1,231,087 2.28
30 SBRC Comfort Suites Hotel 1,387,548 936,344 451,204 2.28
31 SBRC Raintree Corporate Center - Phase I UAV UAV UAV UAV
32 SBRC For Eyes Optical Portfolio 949,482 186,815 762,667 1.14
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park 1,016,636 558,301 458,335
34 PW Lake Cook Office 1,263,672 420,555 843,117
35 PW Pine Terrace Apartments UAV UAV UAV
36 SBRC 2265 Ralph Avenue 1,177,068 369,527 807,541 1.47
37 PW Shoppers Food Warehouse 882,176 132,214 749,962
38 AMCC Computer Science Corp Building UAV UAV UAV UAV
39 AMCC Sprint Customer Care Center UAV UAV UAV UAV
40 ORIX SugarOak Office Retreat 1,142,813 337,551 805,262 1.47
41 ORIX Dronningens Gade Portfolio 1,149,855 240,151 909,704 1.51
42 PW 400 Blair Road UAV UAV UAV
43 PW 14 Jewel Drive 799,815 192,586 607,229
44 SBRC Brookwood Square Shopping Center 1,433,235 436,154 997,081 1.86
45 PW 87 Concord & 7 Lopez Portfolio 619,993
45A 87 Concord Road 361,937 60,758 301,179
45B 7 Lopez Road 414,923 96,109 318,814
<CAPTION>
1999
STATEMENT 1999
MORTGAGE 1999 NUMBER STATEMENT
CONTROL LOAN STATEMENT OF ENDING
NUMBER SELLER LOAN / PROPERTY NAME TYPE MONTHS DATE
------ ------ -------------------- ---- ------ ----
<S> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza Full Year 12 12/31/99
2 PW 1615 Poydras Street Full Year 12 12/31/99
3 ORIX Medical Mutual of Ohio Office Building - Toledo UAV UAV UAV
4 ORIX Medical Mutual of Ohio Office Building - Beachwood UAV UAV UAV
5 PW Diplomat Centre Full Year 12 12/31/99
6 SBRC Western Plaza II Shopping Center Full Year 12 12/31/99
7 SBRC Metatec Building Annualized 3 12/31/99
8 SBRC Red Lion Shopping Center Full Year 12 12/31/99
9 PW Diamond Point Plaza Full Year 12 12/31/99
10 PW Mount Vernon Medical Office Building Full Year 12 12/31/99
11 ORIX 250 Plaza Office Building Full Year 12 12/31/99
12 PW 110 Greenwich Street UAV UAV UAV
13 PW San Fernando Professional Buildings Portfolio
13A 11155-11165 Sepulveda Boulevard Full Year 12 12/31/99
13B 11211 Sepulveda Boulevard Full Year 12 12/31/99
13C 17909 Soledad Canyon Road Full Year 12 12/31/99
14 PW 3200 Regatta Boulevard Trailing 12 9 09/30/99
15 AMCC Senter Road Industrial Property UAV UAV UAV
16 AMCC Scottsdale Gateway II UAV UAV UAV
17 PW Kmart Plaza Full Year 12 12/31/99
18 PW Miracle Mile Shopping Center Full Year 12 12/31/99
19 PW North Country Plaza Full Year 12 12/31/99
20 SBRC Fountain Oaks Full Year 12 12/31/99
21 SBRC Park Central Office Development Full Year 12 12/31/99
22 SBRC McCormick Place Office Park UAV UAV UAV
23 SBRC One Michigan Avenue Annualized 9 09/30/99
24 ORIX Distribution Services Limited Annualized 3 03/31/00
25 SBRC St. Joseph Professional Building Full Year 12 12/31/99
26 SBRC Penns Plaza Full Year 12 12/31/99
27 SBRC Airport Plaza Office Center - Phase 1 Full Year 12 12/31/99
28 PW 375 Ballardvale Street Trailing 12 6 06/30/99
29 SBRC Hampton Inn - Columbus Full Year 12 12/31/99
30 SBRC Comfort Suites Hotel Full Year 12 12/31/99
31 SBRC Raintree Corporate Center - Phase I Annualized 9 09/30/99
32 SBRC For Eyes Optical Portfolio Annualized 9 09/30/99
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park UAV UAV UAV
34 PW Lake Cook Office Full Year 12 12/31/99
35 PW Pine Terrace Apartments UAV UAV UAV
36 SBRC 2265 Ralph Avenue Full Year 12 12/31/99
37 PW Shoppers Food Warehouse Trailing 12 8 08/31/99
38 AMCC Computer Science Corp Building UAV UAV UAV
39 AMCC Sprint Customer Care Center UAV UAV UAV
40 ORIX SugarOak Office Retreat Full Year 12 12/31/99
41 ORIX Dronningens Gade Portfolio Full Year 12 12/31/99
42 PW 400 Blair Road UAV UAV UAV
43 PW 14 Jewel Drive Trailing 12 6 06/30/99
44 SBRC Brookwood Square Shopping Center Annualized 5 05/31/99
45 PW 87 Concord & 7 Lopez Portfolio
45A 87 Concord Road Trailing 12 6 06/30/99
45B 7 Lopez Road Trailing 12 6 06/30/99
<CAPTION>
MORTGAGE 1999
CONTROL LOAN 1999 1999 1999 NOI
NUMBER SELLER LOAN / PROPERTY NAME REVENUES EXPENSES NOI DSCR
------ ------ -------------------- -------- -------- --- ----
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 5,177,861 1,403,226 3,774,635 1.38
2 PW 1615 Poydras Street 7,443,708 2,830,624 4,613,084
3 ORIX Medical Mutual of Ohio Office Building - Toledo UAV UAV UAV UAV
4 ORIX Medical Mutual of Ohio Office Building - Beachwood UAV UAV UAV UAV
5 PW Diplomat Centre 3,854,974 1,726,320 2,128,654
6 SBRC Western Plaza II Shopping Center 2,563,536 625,873 1,937,663 1.13
7 SBRC Metatec Building 2,754,832 136,420 2,618,412 1.54
8 SBRC Red Lion Shopping Center 2,508,675 556,362 1,952,313 1.20
9 PW Diamond Point Plaza 2,315,062 558,574 1,756,488
10 PW Mount Vernon Medical Office Building 2,820,746 858,047 1,962,699
11 ORIX 250 Plaza Office Building 3,599,982 1,652,114 1,947,868 1.52
12 PW 110 Greenwich Street UAV UAV UAV
13 PW San Fernando Professional Buildings Portfolio 2,147,048
13A 11155-11165 Sepulveda Boulevard 406,137 90,479 315,658
13B 11211 Sepulveda Boulevard 1,575,977 221,156 1,354,821
13C 17909 Soledad Canyon Road 561,860 85,291 476,569
14 PW 3200 Regatta Boulevard 2,267,966 402,036 1,865,930
15 AMCC Senter Road Industrial Property UAV UAV UAV UAV
16 AMCC Scottsdale Gateway II UAV UAV UAV UAV
17 PW Kmart Plaza 1,647,068 560,950 1,086,118
18 PW Miracle Mile Shopping Center 353,427 120,843 232,584
19 PW North Country Plaza 333,518 133,504 200,014
20 SBRC Fountain Oaks 1,702,101 530,096 1,172,005 1.15
21 SBRC Park Central Office Development 1,420,844 257,713 1,163,131 1.18
22 SBRC McCormick Place Office Park UAV UAV UAV UAV
23 SBRC One Michigan Avenue 2,705,944 1,257,901 1,448,043 1.63
24 ORIX Distribution Services Limited 1,350,000 - 1,350,000 1.55
25 SBRC St. Joseph Professional Building 2,227,776 1,125,614 1,102,163 1.44
26 SBRC Penns Plaza 3,429,769 602,807 2,826,962 3.79
27 SBRC Airport Plaza Office Center - Phase 1 1,437,978 449,413 988,565 1.41
28 PW 375 Ballardvale Street 1,267,478 257,291 1,010,187
29 SBRC Hampton Inn - Columbus 2,878,914 1,607,308 1,271,606 2.43
30 SBRC Comfort Suites Hotel 1,526,434 1,007,519 518,915 2.43
31 SBRC Raintree Corporate Center - Phase I 569,518 80,441 489,077 0.72
32 SBRC For Eyes Optical Portfolio 945,781 176,731 769,050 1.15
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park UAV UAV UAV
34 PW Lake Cook Office 1,350,815 420,801 930,014
35 PW Pine Terrace Apartments UAV UAV UAV
36 SBRC 2265 Ralph Avenue 1,191,161 452,181 738,980 1.35
37 PW Shoppers Food Warehouse 882,957 154,210 728,747
38 AMCC Computer Science Corp Building UAV UAV UAV UAV
39 AMCC Sprint Customer Care Center UAV UAV UAV UAV
40 ORIX SugarOak Office Retreat 1,173,687 350,681 823,006 1.50
41 ORIX Dronningens Gade Portfolio 1,356,131 204,211 1,151,920 1.91
42 PW 400 Blair Road UAV UAV UAV
43 PW 14 Jewel Drive 843,420 212,940 630,480
44 SBRC Brookwood Square Shopping Center 1,487,166 466,567 1,020,599 1.91
45 PW 87 Concord & 7 Lopez Portfolio 683,915
45A 87 Concord Road 401,902 54,984 346,918
45B 7 Lopez Road 447,981 110,984 336,997
<CAPTION>
MORTGAGE U/W
CONTROL LOAN U/W U/W U/W NOI
NUMBER SELLER LOAN / PROPERTY NAME REVENUES EXPENSES NOI DSCR
------ ------ -------------------- -------- -------- --- ----
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 5,195,495 1,513,396 3,682,099 1.34
2 PW 1615 Poydras Street 7,074,778 2,853,903 4,220,875 1.57
3 ORIX Medical Mutual of Ohio Office Building - Toledo 1,929,257 38,585 1,890,672 1.38
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 696,377 13,928 682,449 1.43
5 PW Diplomat Centre 3,939,114 1,599,451 2,339,663 1.32
6 SBRC Western Plaza II Shopping Center 2,795,091 616,098 2,178,993 1.27
7 SBRC Metatec Building 2,660,734 176,929 2,483,804 1.46
8 SBRC Red Lion Shopping Center 3,011,756 644,114 2,367,642 1.46
9 PW Diamond Point Plaza 2,411,132 476,777 1,934,355 1.32
10 PW Mount Vernon Medical Office Building 2,714,705 854,267 1,860,438 1.35
11 ORIX 250 Plaza Office Building 3,587,366 1,651,979 1,935,387 1.51
12 PW 110 Greenwich Street 1,897,645 232,604 1,665,040 1.26
13 PW San Fernando Professional Buildings Portfolio 1,937,105 1.41
13A 11155-11165 Sepulveda Boulevard 461,517 68,523 392,994
13B 11211 Sepulveda Boulevard 1,261,345 130,238 1,131,107
13C 17909 Soledad Canyon Road 466,937 53,933 413,004
14 PW 3200 Regatta Boulevard 2,212,872 494,037 1,718,835 1.44
15 AMCC Senter Road Industrial Property 2,142,373 524,299 1,618,074 1.47
16 AMCC Scottsdale Gateway II 2,298,437 739,990 1,558,447 1.44
17 PW Kmart Plaza 1,704,616 605,634 1,098,982 1.39
18 PW Miracle Mile Shopping Center 349,296 132,021 217,276 1.39
19 PW North Country Plaza 344,507 142,310 202,197 1.39
20 SBRC Fountain Oaks 2,273,733 635,321 1,638,412 1.61
21 SBRC Park Central Office Development 2,044,582 694,073 1,350,509 1.37
22 SBRC McCormick Place Office Park 1,801,863 524,854 1,277,009 1.32
23 SBRC One Michigan Avenue 2,849,131 1,302,331 1,546,800 1.75
24 ORIX Distribution Services Limited 1,328,001 26,560 1,301,441 1.49
25 SBRC St. Joseph Professional Building 2,247,287 1,155,069 1,092,218 1.43
26 SBRC Penns Plaza 1,665,367 598,784 1,066,582 1.43
27 SBRC Airport Plaza Office Center - Phase 1 1,550,308 457,559 1,092,749 1.55
28 PW 375 Ballardvale Street 1,239,976 266,257 973,719 1.33
29 SBRC Hampton Inn - Columbus 2,651,881 1,611,060 1,040,821 1.87
30 SBRC Comfort Suites Hotel 1,280,179 944,854 335,325 1.87
31 SBRC Raintree Corporate Center - Phase I 1,296,639 404,376 892,262 1.32
32 SBRC For Eyes Optical Portfolio 973,133 44,194 928,939 1.39
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park 1,179,497 389,204 790,293 1.26
34 PW Lake Cook Office 1,388,976 457,330 931,646 1.44
35 PW Pine Terrace Apartments 1,054,637 297,796 756,840 1.27
36 SBRC 2265 Ralph Avenue 1,132,289 443,643 688,646 1.26
37 PW Shoppers Food Warehouse 885,250 144,802 740,448 1.27
38 AMCC Computer Science Corp Building 1,075,685 351,672 724,014 1.30
39 AMCC Sprint Customer Care Center 982,164 232,672 749,492 1.36
40 ORIX SugarOak Office Retreat 1,192,489 382,859 809,630 1.47
41 ORIX Dronningens Gade Portfolio 1,089,501 254,411 835,090 1.38
42 PW 400 Blair Road 772,208 23,166 749,041 1.37
43 PW 14 Jewel Drive 935,065 218,616 716,449 1.34
44 SBRC Brookwood Square Shopping Center 11,385,593 477,577 908,016 1.70
45 PW 87 Concord & 7 Lopez Portfolio 731,672 1.43
45A 87 Concord Road 417,739 67,136 350,603
45B 7 Lopez Road 493,678 112,608 381,070
<CAPTION>
MORTGAGE U/W
CONTROL LOAN U/W NCF
NUMBER SELLER LOAN / PROPERTY NAME NCF DSCR
------ ------ -------------------- --- ----
<S> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 3,475,893 1.27
2 PW 1615 Poydras Street 3,520,643 1.31
3 ORIX Medical Mutual of Ohio Office Building - Toledo 1,748,624 1.28
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 633,436 1.33
5 PW Diplomat Centre 2,128,755 1.20
6 SBRC Western Plaza II Shopping Center 2,150,397 1.25
7 SBRC Metatec Building 2,247,868 1.32
8 SBRC Red Lion Shopping Center 2,206,767 1.36
9 PW Diamond Point Plaza 1,796,250 1.23
10 PW Mount Vernon Medical Office Building 1,722,725 1.25
11 ORIX 250 Plaza Office Building 1,680,085 1.31
12 PW 110 Greenwich Street 1,650,290 1.25
13 PW San Fernando Professional Buildings Portfolio 1,761,778 1.28
13A 11155-11165 Sepulveda Boulevard 357,924
13B 11211 Sepulveda Boulevard 1,030,364
13C 17909 Soledad Canyon Road 373,489
14 PW 3200 Regatta Boulevard 1,561,439 1.31
15 AMCC Senter Road Industrial Property 1,480,571 1.35
16 AMCC Scottsdale Gateway II 1,354,875 1.25
17 PW Kmart Plaza 1,016,553 1.26
18 PW Miracle Mile Shopping Center 178,838 1.26
19 PW North Country Plaza 180,391 1.26
20 SBRC Fountain Oaks 1,434,864 1.41
21 SBRC Park Central Office Development 1,254,382 1.27
22 SBRC McCormick Place Office Park 1,205,810 1.25
23 SBRC One Michigan Avenue 1,291,603 1.46
24 ORIX Distribution Services Limited 1,226,292 1.41
25 SBRC St. Joseph Professional Building 950,827 1.24
26 SBRC Penns Plaza 954,622 1.28
27 SBRC Airport Plaza Office Center - Phase 1 995,919 1.42
28 PW 375 Ballardvale Street 905,622 1.23
29 SBRC Hampton Inn - Columbus 934,746 1.66
30 SBRC Comfort Suites Hotel 284,118 1.66
31 SBRC Raintree Corporate Center - Phase I 850,945 1.26
32 SBRC For Eyes Optical Portfolio 852,544 1.28
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
33 PW Gateway Mobile Home Park 773,443 1.23
34 PW Lake Cook Office 824,091 1.27
35 PW Pine Terrace Apartments 736,671 1.24
36 SBRC 2265 Ralph Avenue 674,400 1.23
37 PW Shoppers Food Warehouse 729,198 1.25
38 AMCC Computer Science Corp Building 668,622 1.20
39 AMCC Sprint Customer Care Center 677,918 1.23
40 ORIX SugarOak Office Retreat 714,122 1.30
41 ORIX Dronningens Gade Portfolio 806,829 1.34
42 PW 400 Blair Road 666,686 1.22
43 PW 14 Jewel Drive 670,730 1.26
44 SBRC Brookwood Square Shopping Center 831,492 1.55
45 PW 87 Concord & 7 Lopez Portfolio 666,122 1.31
45A 87 Concord Road 327,426
45B 7 Lopez Road 338,697
</TABLE>
<PAGE> 227
PROPERTY HISTORICAL AND UNDERWRITTEN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1998
STATEMENT 1998
MORTGAGE 1998 NUMBER STATEMENT
CONTROL LOAN STATEMENT OF ENDING 1998
NUMBER SELLER LOAN / PROPERTY NAME TYPE MONTHS DATE REVENUES
------ ------ -------------------- ---- ------ ---- --------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation Full Year 12 12/31/98 906,684
47 SBRC Sorrento Glen Annualized 7 12/31/98 431,025
48 SBRC Melrose Plaza UAV UAV UAV UAV
49 ORIX Bayshore Executive Plaza Full Year 12 12/31/98 999,950
50 SBRC Gates Park Crossing Apartments UAV UAV UAV UAV
51 PW Days Inn Fort Wright Full Year 12 12/31/98 UAV
52 PW Days Inn Frankfort Full Year 12 12/31/98 UAV
53 PW Days Inn Shepherdsville Full Year 12 12/31/98 UAV
54 SBRC Fairgrounds Mobile Estates Full Year 12 12/31/98 1,105,637
55 ORIX Lyrewood Pointe Apartments Annualized 7 12/31/98 936,538
56 SBRC The Market at Summer Oaks Full Year 12 12/31/98 825,278
57 SBRC Cambridge Village Apartments Annualized 6 12/31/98 1,359,381
58 ORIX Park Square Court Full Year 12 12/31/98 1,714,232
59 SBRC Princess Anne Marketplace UAV UAV UAV UAV
60 SBRC Pinon Trails Apartments Full Year 12 12/31/98 1,300,159
61 PW Cayuga Village Mobile Home Park Trailing 12 12 9/30/98 1,254,508
62 SBRC 500 South Salina Street Full Year 12 12/31/98 1,812,680
63 SBRC Kerman Shopping Center Full Year 12 12/31/98 733,093
64 PW 155 West Street Full Year 12 12/31/98 571,152
65 AMCC Lexington Kmart UAV UAV UAV UAV
66 AMCC Niagara Kmart UAV UAV UAV UAV
67 SBRC Beverly Westside Full Year 12 12/31/98 586,328
68 SBRC Balboa Palms Apartments Annualized 8 12/31/98 349,165
69 SBRC Tarzana Palms Apartments Annualized 8 12/31/98 287,292
70 PW 131 Spring Street Full Year 12 12/31/98 1,343,852
71 SBRC 1445 Hempstead Turnpike Full Year 12 12/31/98 724,922
72 PW Jackson Professional Full Year 12 12/31/98 363,899
73 SBRC Campbell Hill Apartments Full Year 12 12/31/98 550,882
74 PW 377 Ballardvale & 315 New Boston Portfolio
74A 377 Ballardvale Street Full Year 12 12/31/98 478,490
74B 315 New Boston Street Full Year 12 12/31/98 96,068
75 SBRC Lamar Crossing Shopping Center UAV UAV UAV UAV
76 ORIX Renner Plaza Office Building Full Year 12 12/31/98 428,821
77 PW Plimpton and Hills Portfolio
77A 114-146 Kings Highway East Full Year 12 12/31/98 UAV
77B 1 Maxim Road Full Year 12 12/31/98 UAV
78 PW 4444 West Bristol Road UAV UAV UAV UAV
79 SBRC Vacaville Town Center Full Year 12 12/31/98 459,905
80 PW CVS - Dorchester UAV UAV UAV UAV
81 PW RPM Warehouse UAV UAV UAV UAV
82 PW Deere Road Warehouse Buildings Full Year 12 12/31/98 819,947
83 SBRC 411-423 East 114th Street UAV UAV UAV UAV
84 PW SunTrust Centre Full Year 12 12/31/98 425,626
85 AMCC Lynnwood Business Center Full Year 12 12/31/98 213,608
86 AMCC Quad 95 Annualized 8 12/31/98 406,937
87 SBRC Independence Court Apartments Full Year 12 12/31/98 478,555
88 SBRC 5601 Merrick Road Full Year 12 12/31/98 487,564
89 SBRC Pinnacle Warehouse UAV UAV UAV UAV
90 SBRC 300 Wildwood Avenue Annualized 11 12/31/98 408,078
91 PW Congress Professional Center III Full Year 12 12/31/98 257,612
92 PW Keystone Building Full Year 12 12/31/98 498,414
93 PW 4621 W. Napoleon Full Year 12 12/31/98 468,865
94 PW Balboa Pointe Apartments Annualized 6 12/20/98 535,533
95 SBRC Spartacus Apartments Full Year 12 12/31/98 612,157
96 SBRC Storage Depot I Full Year 12 12/31/98 660,542
97 SBRC Village Place Shopping Center Full Year 12 12/31/98 661,383
98 PW Burke Village Center Full Year 12 12/31/98 452,358
99 SBRC Tivoli Square Apartments Full Year 12 12/31/98 531,601
<CAPTION>
MORTGAGE 1999
CONTROL LOAN 1998 1998 NOI STATEMENT
NUMBER SELLER LOAN / PROPERTY NAME EXPENSES 1998 NOI DSCR TYPE
------ ------ -------------------- -------- -------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 115,097 791,587 1.63 Full Year
47 SBRC Sorrento Glen 90,254 340,771 0.69 Full Year
48 SBRC Melrose Plaza UAV UAV UAV Full Year
49 ORIX Bayshore Executive Plaza 610,049 389,901 0.87 Full Year
50 SBRC Gates Park Crossing Apartments UAV UAV UAV Annualized
51 PW Days Inn Fort Wright UAV UAV Full Year
52 PW Days Inn Frankfort UAV UAV Full Year
53 PW Days Inn Shepherdsville UAV UAV Full Year
54 SBRC Fairgrounds Mobile Estates 632,429 473,208 1.10 Full Year
55 ORIX Lyrewood Pointe Apartments 303,538 633,000 1.38 Full Year
56 SBRC The Market at Summer Oaks 149,032 676,246 1.47 Annualized
57 SBRC Cambridge Village Apartments 911,880 447,501 1.02 Full Year
58 ORIX Park Square Court 1,003,414 710,818 1.61 Annualized
59 SBRC Princess Anne Marketplace UAV UAV UAV Annualized
60 SBRC Pinon Trails Apartments 775,181 524,978 1.39 Full Year
61 PW Cayuga Village Mobile Home Park 643,512 610,996 Full Year
62 SBRC 500 South Salina Street 1,210,457 602,223 1.56 Full Year
63 SBRC Kerman Shopping Center 129,394 603,699 1.62 Annualized
64 PW 155 West Street 185,852 385,300 Trailing 12
65 AMCC Lexington Kmart UAV UAV UAV Full Year
66 AMCC Niagara Kmart UAV UAV UAV Full Year
67 SBRC Beverly Westside 42,104 544,224 1.56 Full Year
68 SBRC Balboa Palms Apartments 99,022 250,144 1.32 Trailing 12
69 SBRC Tarzana Palms Apartments 115,542 171,750 1.32 Trailing 12
70 PW 131 Spring Street 449,679 894,173 Full Year
71 SBRC 1445 Hempstead Turnpike 188,594 536,328 1.71 Full Year
72 PW Jackson Professional 244,828 119,071 Full Year
73 SBRC Campbell Hill Apartments 144,133 406,750 1.24 Full Year
74 PW 377 Ballardvale & 315 New Boston Portfolio 440,555
74A 377 Ballardvale Street 111,305 367,185 Trailing 12
74B 315 New Boston Street 22,698 73,370 Trailing 12
75 SBRC Lamar Crossing Shopping Center UAV UAV UAV UAV
76 ORIX Renner Plaza Office Building 239,493 189,328 0.61 Annualized
77 PW Plimpton and Hills Portfolio UAV
77A 114-146 Kings Highway East UAV UAV UAV
77B 1 Maxim Road UAV UAV UAV
78 PW 4444 West Bristol Road UAV UAV UAV
79 SBRC Vacaville Town Center 168,701 291,204 1.03 Annualized
80 PW CVS - Dorchester UAV UAV UAV
81 PW RPM Warehouse UAV UAV UAV
82 PW Deere Road Warehouse Buildings 345,602 474,345 Full Year
83 SBRC 411-423 East 114th Street UAV UAV UAV Annualized
84 PW SunTrust Centre 81,714 343,912 Full Year
85 AMCC Lynnwood Business Center 78,338 135,270 1.69 Full Year
86 AMCC Quad 95 108,822 298,115 1.60 Full Year
87 SBRC Independence Court Apartments 217,175 261,380 1.08 Trailing 12
88 SBRC 5601 Merrick Road 152,106 335,458 1.37 Annualized
89 SBRC Pinnacle Warehouse UAV UAV UAV UAV
90 SBRC 300 Wildwood Avenue 159,952 248,126 1.03 Annualized
91 PW Congress Professional Center III 70,492 187,120 Full Year
92 PW Keystone Building 246,172 252,242 Full Year
93 PW 4621 W. Napoleon 138,103 330,762 Full Year
94 PW Balboa Pointe Apartments 224,905 310,628 Full Year
95 SBRC Spartacus Apartments 291,195 320,962 1.45 Trailing 12
96 SBRC Storage Depot I 235,292 425,250 1.63 Trailing 12
97 SBRC Village Place Shopping Center 190,885 470,498 2.03 Annualized
98 PW Burke Village Center 97,993 354,365 Full Year
99 SBRC Tivoli Square Apartments 221,345 310,256 1.38 Full Year
<CAPTION>
1998
STATEMENT 1999
MORTGAGE NUMBER STATEMENT
CONTROL LOAN OF ENDING 1999 1999
NUMBER SELLER LOAN / PROPERTY NAME MONTHS DATE REVENUES EXPENSES
------ ------ -------------------- ------ ---- -------- --------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 12 12/31/99 920,004 8,100
47 SBRC Sorrento Glen 12 12/31/99 575,050 139,597
48 SBRC Melrose Plaza 12 12/31/99 761,269 103,246
49 ORIX Bayshore Executive Plaza 12 12/31/99 1,118,842 498,424
50 SBRC Gates Park Crossing Apartments 11 12/31/99 1,618,202 996,820
51 PW Days Inn Fort Wright 12 12/31/99 848,658 510,273
52 PW Days Inn Frankfort 12 12/31/99 916,042 502,278
53 PW Days Inn Shepherdsville 12 12/31/99 664,385 438,875
54 SBRC Fairgrounds Mobile Estates 12 12/31/99 1,125,424 595,834
55 ORIX Lyrewood Pointe Apartments 12 12/31/99 1,017,168 336,878
56 SBRC The Market at Summer Oaks 8 08/31/99 893,655 151,321
57 SBRC Cambridge Village Apartments 12 12/31/99 1,534,976 956,374
58 ORIX Park Square Court 7 03/31/00 1,744,731 909,396
59 SBRC Princess Anne Marketplace 9.5 12/31/99 495,490 101,818
60 SBRC Pinon Trails Apartments 12 12/31/99 1,274,713 850,365
61 PW Cayuga Village Mobile Home Park 12 09/30/99 1,307,815 636,069
62 SBRC 500 South Salina Street 12 12/31/99 1,873,404 1,115,832
63 SBRC Kerman Shopping Center 8 08/31/99 770,714 123,037
64 PW 155 West Street 6 06/30/99 687,594 187,435
65 AMCC Lexington Kmart 12 12/31/99 476,856 23,843
66 AMCC Niagara Kmart 12 12/31/99 470,120 23,506
67 SBRC Beverly Westside 12 12/31/99 607,080 31,134
68 SBRC Balboa Palms Apartments 12 05/31/99 346,426 116,859
69 SBRC Tarzana Palms Apartments 12 05/31/99 301,023 133,922
70 PW 131 Spring Street 12 12/31/99 1,619,717 455,408
71 SBRC 1445 Hempstead Turnpike 12 12/31/99 691,737 243,766
72 PW Jackson Professional 12 12/31/99 502,429 258,383
73 SBRC Campbell Hill Apartments 12 12/31/99 610,173 207,610
74 PW 377 Ballardvale & 315 New Boston Portfolio
74A 377 Ballardvale Street 6 06/30/99 492,424 123,894
74B 315 New Boston Street 6 06/30/99 99,926 35,437
75 SBRC Lamar Crossing Shopping Center UAV UAV UAV UAV
76 ORIX Renner Plaza Office Building 11 11/30/99 470,996 240,353
77 PW Plimpton and Hills Portfolio
77A 114-146 Kings Highway East UAV UAV UAV UAV
77B 1 Maxim Road UAV UAV UAV UAV
78 PW 4444 West Bristol Road UAV UAV UAV UAV
79 SBRC Vacaville Town Center 9 12/31/99 547,972 169,323
80 PW CVS - Dorchester UAV UAV UAV UAV
81 PW RPM Warehouse UAV UAV UAV UAV
82 PW Deere Road Warehouse Buildings 12 12/31/99 861,845 354,134
83 SBRC 411-423 East 114th Street 9 09/30/99 559,424 263,682
84 PW SunTrust Centre 12 12/31/99 471,536 72,840
85 AMCC Lynnwood Business Center 12 12/31/99 230,740 83,305
86 AMCC Quad 95 12 12/31/99 436,165 132,211
87 SBRC Independence Court Apartments 12 05/31/99 510,569 223,208
88 SBRC 5601 Merrick Road 8.5 12/31/99 518,250 145,005
89 SBRC Pinnacle Warehouse UAV UAV UAV UAV
90 SBRC 300 Wildwood Avenue 8 08/31/99 556,584 235,091
91 PW Congress Professional Center III 12 12/31/99 392,088 87,286
92 PW Keystone Building 12 12/31/99 619,459 278,594
93 PW 4621 W. Napoleon 12 12/31/99 501,513 147,100
94 PW Balboa Pointe Apartments 12 12/20/99 509,927 217,790
95 SBRC Spartacus Apartments 12 09/30/99 667,128 282,680
96 SBRC Storage Depot I 12 09/30/99 624,282 237,399
97 SBRC Village Place Shopping Center 12 12/31/99 744,735 220,019
98 PW Burke Village Center 12 12/31/99 487,907 125,123
99 SBRC Tivoli Square Apartments 12 12/31/99 536,386 237,714
<CAPTION>
MORTGAGE 1999
CONTROL LOAN 1999 NOI U/W U/W
NUMBER SELLER LOAN / PROPERTY NAME NOI DSCR REVENUES EXPENSES
------ ------ -------------------- --- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 911,904 1.88 876,457 204,193
47 SBRC Sorrento Glen 435,453 0.88 852,110 155,786
48 SBRC Melrose Plaza 658,022 1.39 779,178 133,028
49 ORIX Bayshore Executive Plaza 620,418 1.38 1,342,584 611,719
50 SBRC Gates Park Crossing Apartments 621,382 1.31 1,748,975 978,059
51 PW Days Inn Fort Wright 338,385 843,742 521,118
52 PW Days Inn Frankfort 413,764 940,688 519,746
53 PW Days Inn Shepherdsville 225,510 655,195 443,499
54 SBRC Fairgrounds Mobile Estates 529,590 1.23 1,188,538 603,097
55 ORIX Lyrewood Pointe Apartments 680,290 1.48 1,178,485 494,145
56 SBRC The Market at Summer Oaks 742,334 1.61 842,149 179,806
57 SBRC Cambridge Village Apartments 578,603 1.32 1,595,996 977,580
58 ORIX Park Square Court 835,335 1.89 1,819,803 1,103,941
59 SBRC Princess Anne Marketplace 393,672 0.98 608,813 95,109
60 SBRC Pinon Trails Apartments 424,348 1.13 1,393,176 854,474
61 PW Cayuga Village Mobile Home Park 671,746 1,334,739 657,378
62 SBRC 500 South Salina Street 757,572 1.97 1,856,392 1,125,267
63 SBRC Kerman Shopping Center 647,677 1.74 707,355 165,951
64 PW 155 West Street 500,159 760,254 204,321
65 AMCC Lexington Kmart 453,013 1.29 467,958 9,359
66 AMCC Niagara Kmart 446,614 1.31 470,490 9,410
67 SBRC Beverly Westside 575,946 1.65 543,943 69,045
68 SBRC Balboa Palms Apartments 229,566 1.24 355,713 128,102
69 SBRC Tarzana Palms Apartments 167,101 1.24 316,805 130,796
70 PW 131 Spring Street 1,164,309 1,583,538 476,144
71 SBRC 1445 Hempstead Turnpike 447,971 1.43 657,150 240,660
72 PW Jackson Professional 244,046 760,908 281,362
73 SBRC Campbell Hill Apartments 402,562 1.23 624,174 180,529
74 PW 377 Ballardvale & 315 New Boston Portfolio 433,019
74A 377 Ballardvale Street 368,530 506,209 135,510
74B 315 New Boston Street 64,489 107,219 27,155
75 SBRC Lamar Crossing Shopping Center UAV UAV 521,540 119,847
76 ORIX Renner Plaza Office Building 230,643 0.74 507,211 75,056
77 PW Plimpton and Hills Portfolio UAV
77A 114-146 Kings Highway East UAV 550,241 255,567
77B 1 Maxim Road UAV 179,800 5,394
78 PW 4444 West Bristol Road UAV 509,927 59,478
79 SBRC Vacaville Town Center 378,649 1.35 563,420 178,943
80 PW CVS - Dorchester UAV 334,125 -
81 PW RPM Warehouse UAV 633,035 156,398
82 PW Deere Road Warehouse Buildings 507,711 850,751 416,133
83 SBRC 411-423 East 114th Street 295,742 1.02 597,518 226,215
84 PW SunTrust Centre 398,696 521,790 134,709
85 AMCC Lynnwood Business Center 147,435 1.85 220,934 83,797
86 AMCC Quad 95 303,954 1.63 478,312 153,396
87 SBRC Independence Court Apartments 287,361 1.18 528,079 220,729
88 SBRC 5601 Merrick Road 373,245 1.52 505,234 173,801
89 SBRC Pinnacle Warehouse UAV UAV 407,622 78,501
90 SBRC 300 Wildwood Avenue 321,494 1.34 558,706 208,768
91 PW Congress Professional Center III 304,802 412,306 81,926
92 PW Keystone Building 340,865 648,410 257,201
93 PW 4621 W. Napoleon 354,413 545,910 156,136
94 PW Balboa Pointe Apartments 292,137 535,215 228,174
95 SBRC Spartacus Apartments 384,448 1.74 706,399 381,523
96 SBRC Storage Depot I 386,883 1.49 642,616 286,416
97 SBRC Village Place Shopping Center 524,717 2.26 710,988 260,831
98 PW Burke Village Center 362,784 476,257 112,630
99 SBRC Tivoli Square Apartments 298,672 1.33 540,627 242,109
<CAPTION>
MORTGAGE U/W U/W
CONTROL LOAN U/W NOI U/W NCF
NUMBER SELLER LOAN / PROPERTY NAME NOI DSCR NCF DSCR
------ ------ -------------------- --- ---- --- ----
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 672,265 1.39 606,281 1.25
47 SBRC Sorrento Glen 696,234 1.40 645,267 1.30
48 SBRC Melrose Plaza 646,150 1.37 611,798 1.30
49 ORIX Bayshore Executive Plaza 730,865 1.62 625,755 1.39
50 SBRC Gates Park Crossing Apartments 770,916 1.62 687,916 1.45
51 PW Days Inn Fort Wright 322,625 1.98 243,233 1.50
52 PW Days Inn Frankfort 420,942 1.98 335,591 1.50
53 PW Days Inn Shepherdsville 211,696 1.98 147,829 1.50
54 SBRC Fairgrounds Mobile Estates 585,441 1.36 573,841 1.33
55 ORIX Lyrewood Pointe Apartments 684,340 1.49 611,240 1.33
56 SBRC The Market at Summer Oaks 662,343 1.44 602,493 1.31
57 SBRC Cambridge Village Apartments 618,416 1.41 542,416 1.24
58 ORIX Park Square Court 715,862 1.62 563,859 1.28
59 SBRC Princess Anne Marketplace 513,704 1.28 496,429 1.24
60 SBRC Pinon Trails Apartments 538,702 1.43 468,202 1.24
61 PW Cayuga Village Mobile Home Park 677,362 1.68 641,362 1.59
62 SBRC 500 South Salina Street 731,125 1.90 557,537 1.45
63 SBRC Kerman Shopping Center 541,404 1.45 478,083 1.28
64 PW 155 West Street 555,933 1.49 497,179 1.33
65 AMCC Lexington Kmart 458,599 1.31 431,309 1.23
66 AMCC Niagara Kmart 461,080 1.35 424,610 1.24
67 SBRC Beverly Westside 474,899 1.36 446,403 1.28
68 SBRC Balboa Palms Apartments 227,610 1.30 214,360 1.22
69 SBRC Tarzana Palms Apartments 186,009 1.30 174,652 1.22
70 PW 131 Spring Street 1,107,394 3.49 1,032,793 3.26
71 SBRC 1445 Hempstead Turnpike 416,490 1.33 402,259 1.28
72 PW Jackson Professional 479,546 1.39 420,512 1.22
73 SBRC Campbell Hill Apartments 443,645 1.36 409,820 1.25
74 PW 377 Ballardvale & 315 New Boston Portfolio 450,763 1.42 426,447 1.35
74A 377 Ballardvale Street 370,699 351,737
74B 315 New Boston Street 80,064 74,709
75 SBRC Lamar Crossing Shopping Center 401,693 1.31 369,154 1.20
76 ORIX Renner Plaza Office Building 432,155 1.38 402,984 1.29
77 PW Plimpton and Hills Portfolio 469,080 1.59 419,203 1.42
77A 114-146 Kings Highway East 294,674 269,473
77B 1 Maxim Road 174,406 149,730
78 PW 4444 West Bristol Road 450,449 1.44 405,445 1.29
79 SBRC Vacaville Town Center 384,478 1.37 353,019 1.25
80 PW CVS - Dorchester 334,125 1.02 330,818 1.01
81 PW RPM Warehouse 476,637 1.65 431,157 1.49
82 PW Deere Road Warehouse Buildings 434,618 1.46 357,541 1.20
83 SBRC 411-423 East 114th Street 371,303 1.28 347,003 1.20
84 PW SunTrust Centre 387,081 1.42 359,990 1.32
85 AMCC Lynnwood Business Center 137,137 1.72 112,859 1.41
86 AMCC Quad 95 324,916 1.74 292,553 1.57
87 SBRC Independence Court Apartments 307,350 1.27 291,100 1.20
88 SBRC 5601 Merrick Road 331,433 1.35 317,120 1.29
89 SBRC Pinnacle Warehouse 329,121 1.34 307,521 1.25
90 SBRC 300 Wildwood Avenue 349,937 1.46 300,000 1.25
91 PW Congress Professional Center III 330,380 1.35 307,158 1.26
92 PW Keystone Building 391,209 1.60 329,352 1.35
93 PW 4621 W. Napoleon 389,773 1.57 332,657 1.34
94 PW Balboa Pointe Apartments 307,041 1.29 289,291 1.21
95 SBRC Spartacus Apartments 324,876 1.47 280,506 1.27
96 SBRC Storage Depot I 356,200 1.37 351,148 1.35
97 SBRC Village Place Shopping Center 450,157 1.94 363,912 1.57
98 PW Burke Village Center 363,627 1.44 329,961 1.31
99 SBRC Tivoli Square Apartments 298,517 1.32 280,767 1.25
</TABLE>
<PAGE> 228
PROPERTY HISTORICAL AND UNDERWRITTEN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1998
STATEMENT 1998
MORTGAGE 1998 NUMBER STATEMENT
CONTROL LOAN STATEMENT OF ENDING 1998
NUMBER SELLER LOAN / PROPERTY NAME TYPE MONTHS DATE REVENUES
------ ------ -------------------- ---- ------ ---- --------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre Full Year 12 12/31/98 433,161
101 SBRC McBee Apartments UAV UAV UAV UAV
102 SBRC Golden Sands Apartments Full Year 12 12/31/98 593,399
103 PW Eckerds - Gloversville UAV UAV UAV UAV
104 AMCC Dover Crossing Shopping Center UAV UAV UAV UAV
105 AMCC Plainville Crossing Full Year 12 12/31/98 233,436
106 AMCC Staples - Lawton UAV UAV UAV UAV
107 SBRC Boardwalk at Marina Bay Full Year 12 12/31/98 716,176
108 AMCC Kalevala Village Apartments Full Year 12 12/31/98 522,113
109 PW CVS - Murfreesboro UAV UAV UAV UAV
110 PW La Quinta Gardens Full Year 12 12/31/98 691,950
111 PW Urban Outfitters Ann Arbor Full Year 12 12/31/98 383,153
112 AMCC Kolstad Great Dane Warehouse UAV UAV UAV UAV
113 PW South Meadows Full Year 12 12/31/98 103,097
114 AMCC Pederson-Krag Center Building Full Year 12 12/31/98 375,836
115 SBRC Crosstown Self Storage Full Year 12 12/31/98 312,392
116 PW Esquire Apartments Full Year 12 12/31/98 337,529
117 AMCC Rigid Building Systems Full Year 12 12/31/98 539,000
118 PW Falcon Cove Apartments Full Year 12 12/31/98 464,572
119 ORIX CountryHouse Residences UAV UAV UAV UAV
120 SBRC One Centennial Drive Full Year 12 12/31/98 306,228
121 SBRC Diplomat Apartments Full Year 12 12/31/98 457,671
122 PW Avenue J Warehouse Full Year 12 12/31/98 315,850
123 AMCC Kiely Plaza Shopping Center Annualized 6 12/31/98 316,559
124 ORIX Miami Gardens Office Center UAV UAV UAV UAV
125 PW Texas Tech Office Building UAV UAV UAV UAV
126 AMCC The Village Apartments Full Year 12 12/31/98 445,237
127 PW Des Moines Apartments Portfolio
127A Capital Hills Apartments Full Year 12 12/31/98 78,038
127B Lyon Manor Apartments Full Year 12 12/31/98 74,062
127C Silhouette Apartments Full Year 12 12/31/98 234,863
128 PW 69-75 Lehigh Avenue UAV UAV UAV UAV
129 AMCC Henderson Building Full Year 12 12/31/98 241,421
130 AMCC Park Plaza Full Year 12 12/31/98 654,166
131 PW North Park Industrial UAV UAV UAV UAV
132 PW Midwood Medical Center Full Year 12 12/31/98 268,278
133 AMCC Southcenter Strip Retail Center Full Year 12 12/31/98 624,167
134 AMCC Fair Oaks Office/Retail Bldg Full Year 12 12/31/98 350,302
135 AMCC Southview Apartments Annualized 7 12/31/98 362,708
136 SBRC Monaco Apartments Full Year 12 12/31/98 322,622
137 AMCC Hafner Court Apartments Full Year 12 12/31/98 391,266
138 AMCC Loma Vista Center Full Year 12 12/31/98 307,443
139 AMCC Carroll Road Warehouse Full Year 12 12/31/98 290,579
140 AMCC Sandalwood Apartments Full Year 12 12/31/98 408,276
142 SBRC Bonhampton Corners Full Year 12 12/31/98 497,519
143 AMCC Greenway Village Shopping Center Full Year 12 12/31/98 341,604
144 PW Jupiter Corporate Center Full Year 12 12/31/98 287,932
145 AMCC Banneker Building Full Year 12 12/31/98 355,349
146 AMCC 3975 Landmark Street Full Year 12 12/31/98 248,004
<CAPTION>
MORTGAGE 1999
CONTROL LOAN 1998 1998 NOI STATEMENT
NUMBER SELLER LOAN / PROPERTY NAME EXPENSES 1998 NOI DSCR TYPE
------ ------ -------------------- -------- -------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 44,497 388,664 1.64 Full Year
101 SBRC McBee Apartments UAV UAV UAV Full Year
102 SBRC Golden Sands Apartments 312,247 281,152 1.35 Full Year
103 PW Eckerds - Gloversville UAV UAV UAV
104 AMCC Dover Crossing Shopping Center UAV UAV UAV Full Year
105 AMCC Plainville Crossing 94,217 139,219 0.59 Full Year
106 AMCC Staples - Lawton UAV UAV UAV UAV
107 SBRC Boardwalk at Marina Bay 460,530 255,646 1.14 Full Year
108 AMCC Kalevala Village Apartments 229,791 292,322 1.43 Full Year
109 PW CVS - Murfreesboro UAV UAV UAV
110 PW La Quinta Gardens 384,036 307,914 Full Year
111 PW Urban Outfitters Ann Arbor 68,672 314,481 UAV
112 AMCC Kolstad Great Dane Warehouse UAV UAV UAV UAV
113 PW South Meadows 66,068 37,029 UAV
114 AMCC Pederson-Krag Center Building 78,272 297,564 1.63 Full Year
115 SBRC Crosstown Self Storage 136,669 175,723 0.91 Annualized
116 PW Esquire Apartments 185,598 151,931 Full Year
117 AMCC Rigid Building Systems 31,707 507,293 2.06 Annualized
118 PW Falcon Cove Apartments 217,562 247,010 Trailing 12
119 ORIX CountryHouse Residences UAV UAV UAV Annualized
120 SBRC One Centennial Drive 135,841 170,387 0.93 Full Year
121 SBRC Diplomat Apartments 230,431 227,240 1.32 Full Year
122 PW Avenue J Warehouse 59,287 256,563 Full Year
123 AMCC Kiely Plaza Shopping Center 60,190 256,369 1.21 Full Year
124 ORIX Miami Gardens Office Center UAV UAV UAV UAV
125 PW Texas Tech Office Building UAV UAV UAV
126 AMCC The Village Apartments 163,233 282,004 1.43 Full Year
127 PW Des Moines Apartments Portfolio 286,792
127A Capital Hills Apartments 32,021 46,017 Full Year
127B Lyon Manor Apartments 31,265 42,797 Full Year
127C Silhouette Apartments 36,885 197,978 Full Year
128 PW 69-75 Lehigh Avenue UAV UAV Annualized
129 AMCC Henderson Building 57,046 184,375 1.10 Full Year
130 AMCC Park Plaza 260,794 393,372 2.01 Full Year
131 PW North Park Industrial UAV UAV Annualized
132 PW Midwood Medical Center 20,300 247,978 Trailing 12
133 AMCC Southcenter Strip Retail Center 197,932 426,235 2.74 Full Year
134 AMCC Fair Oaks Office/Retail Bldg 95,191 255,111 1.75 Full Year
135 AMCC Southview Apartments 139,848 222,860 1.61 Full Year
136 SBRC Monaco Apartments 143,900 178,722 1.30 Full Year
137 AMCC Hafner Court Apartments 137,966 253,300 1.78 Full Year
138 AMCC Loma Vista Center 104,849 202,594 1.39 Full Year
139 AMCC Carroll Road Warehouse 53,944 236,635 1.67 Full Year
140 AMCC Sandalwood Apartments 165,104 243,172 1.59 Full Year
142 SBRC Bonhampton Corners 192,584 304,935 1.80 Annualized
143 AMCC Greenway Village Shopping Center 39,051 302,553 2.36 Full Year
144 PW Jupiter Corporate Center 127,837 160,095 Trailing 12
145 AMCC Banneker Building 155,464 199,885 1.62 Full Year
146 AMCC 3975 Landmark Street 46,640 201,364 1.59 Full Year
<CAPTION>
1999
STATEMENT 1999
MORTGAGE NUMBER STATEMENT
CONTROL LOAN OF ENDING 1999 1999
NUMBER SELLER LOAN / PROPERTY NAME MONTHS DATE REVENUES EXPENSES
------ ------ -------------------- ------ ---- -------- --------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 12 12/31/99 441,832 100,962
101 SBRC McBee Apartments 12 12/31/99 449,493 199,149
102 SBRC Golden Sands Apartments 12 12/31/99 651,252 346,154
103 PW Eckerds - Gloversville UAV UAV UAV UAV
104 AMCC Dover Crossing Shopping Center 12 12/31/99 176,962 15,828
105 AMCC Plainville Crossing 12 12/31/99 388,502 116,778
106 AMCC Staples - Lawton UAV UAV UAV UAV
107 SBRC Boardwalk at Marina Bay 12 12/31/99 773,995 464,819
108 AMCC Kalevala Village Apartments 12 12/31/99 527,222 224,565
109 PW CVS - Murfreesboro UAV UAV UAV UAV
110 PW La Quinta Gardens 12 12/31/99 717,677 414,808
111 PW Urban Outfitters Ann Arbor UAV UAV UAV UAV
112 AMCC Kolstad Great Dane Warehouse UAV UAV UAV UAV
113 PW South Meadows UAV UAV UAV UAV
114 AMCC Pederson-Krag Center Building 12 12/31/99 405,477 107,807
115 SBRC Crosstown Self Storage 8 12/31/99 438,781 129,510
116 PW Esquire Apartments 12 12/31/99 384,172 200,153
117 AMCC Rigid Building Systems 9 09/30/99 582,000 1,587
118 PW Falcon Cove Apartments 8 08/31/99 489,982 211,868
119 ORIX CountryHouse Residences 10 03/31/00 1,144,214 781,562
120 SBRC One Centennial Drive 12 12/31/99 412,624 114,253
121 SBRC Diplomat Apartments 12 12/31/99 467,120 213,424
122 PW Avenue J Warehouse 12 12/31/99 348,026 60,319
123 AMCC Kiely Plaza Shopping Center 12 12/31/99 433,888 106,807
124 ORIX Miami Gardens Office Center UAV UAV UAV UAV
125 PW Texas Tech Office Building UAV UAV UAV UAV
126 AMCC The Village Apartments 12 12/31/99 433,799 176,135
127 PW Des Moines Apartments Portfolio
127A Capital Hills Apartments 12 12/31/99 81,143 28,319
127B Lyon Manor Apartments 12 12/31/99 76,104 36,421
127C Silhouette Apartments 12 12/31/99 242,604 31,621
128 PW 69-75 Lehigh Avenue 3 12/31/99 400,556 13,548
129 AMCC Henderson Building 12 12/31/99 82,601 27,644
130 AMCC Park Plaza 12 12/31/99 695,252 273,679
131 PW North Park Industrial 10 11/30/99 171,478 25,134
132 PW Midwood Medical Center 5 05/31/99 360,741 26,529
133 AMCC Southcenter Strip Retail Center 12 12/31/99 641,859 201,341
134 AMCC Fair Oaks Office/Retail Bldg 12 12/31/99 307,416 113,750
135 AMCC Southview Apartments 12 12/31/99 335,104 196,405
136 SBRC Monaco Apartments 12 12/31/99 334,025 122,579
137 AMCC Hafner Court Apartments 12 12/31/99 381,595 152,557
138 AMCC Loma Vista Center 12 12/31/99 334,447 103,794
139 AMCC Carroll Road Warehouse 12 12/31/99 327,246 66,546
140 AMCC Sandalwood Apartments 12 12/31/99 399,510 193,916
142 SBRC Bonhampton Corners 10 12/31/99 513,612 194,352
143 AMCC Greenway Village Shopping Center 12 12/31/99 326,081 38,883
144 PW Jupiter Corporate Center 6 06/30/99 306,470 130,356
145 AMCC Banneker Building 12 12/31/99 332,946 116,794
146 AMCC 3975 Landmark Street 12 12/31/99 263,496 30,541
<CAPTION>
MORTGAGE 1999
CONTROL LOAN 1999 NOI U/W U/W U/W
NUMBER SELLER LOAN / PROPERTY NAME NOI DSCR REVENUES EXPENSES NOI
------ ------ -------------------- --- ---- -------- -------- ---
<S> <C> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 340,870 1.44 427,515 106,747 320,767
101 SBRC McBee Apartments 250,344 1.09 521,457 186,605 334,852
102 SBRC Golden Sands Apartments 305,098 1.47 661,463 345,720 315,743
103 PW Eckerds - Gloversville UAV 269,572 - 269,572
104 AMCC Dover Crossing Shopping Center 161,134 0.75 387,759 70,442 317,317
105 AMCC Plainville Crossing 271,724 1.15 437,969 118,062 319,907
106 AMCC Staples - Lawton UAV UAV 323,340 36,415 286,925
107 SBRC Boardwalk at Marina Bay 309,176 1.38 791,615 449,155 342,460
108 AMCC Kalevala Village Apartments 302,657 1.48 522,735 240,687 282,048
109 PW CVS - Murfreesboro UAV 227,205 - 227,205
110 PW La Quinta Gardens 302,869 765,043 445,223 319,820
111 PW Urban Outfitters Ann Arbor UAV 407,447 109,872 297,575
112 AMCC Kolstad Great Dane Warehouse UAV UAV 408,395 140,245 268,150
113 PW South Meadows UAV 349,922 73,572 276,350
114 AMCC Pederson-Krag Center Building 297,670 1.63 445,666 103,487 342,179
115 SBRC Crosstown Self Storage 309,271 1.61 457,214 175,147 282,067
116 PW Esquire Apartments 184,019 415,863 163,943 251,921
117 AMCC Rigid Building Systems 580,413 2.35 524,866 71,391 453,475
118 PW Falcon Cove Apartments 278,114 481,707 220,045 261,662
119 ORIX CountryHouse Residences 362,652 1.84 1,205,949 833,412 372,537
120 SBRC One Centennial Drive 298,371 1.63 381,182 120,299 260,883
121 SBRC Diplomat Apartments 253,696 1.48 480,586 230,231 250,355
122 PW Avenue J Warehouse 287,707 315,583 72,612 242,971
123 AMCC Kiely Plaza Shopping Center 327,081 1.54 369,500 91,095 278,405
124 ORIX Miami Gardens Office Center UAV UAV 529,731 259,028 270,703
125 PW Texas Tech Office Building UAV 364,139 84,940 279,199
126 AMCC The Village Apartments 257,664 1.31 434,635 177,704 256,930
127 PW Des Moines Apartments Portfolio 303,490 227,131
127A Capital Hills Apartments 52,824 79,830 34,222 45,608
127B Lyon Manor Apartments 39,683 74,375 34,916 39,459
127C Silhouette Apartments 210,983 236,077 94,013 142,064
128 PW 69-75 Lehigh Avenue 387,008 368,682 121,862 246,820
129 AMCC Henderson Building 54,957 0.33 315,932 92,398 223,534
130 AMCC Park Plaza 421,573 2.15 666,130 322,659 343,471
131 PW North Park Industrial 146,344 251,855 56,203 195,652
132 PW Midwood Medical Center 334,212 370,850 92,074 278,776
133 AMCC Southcenter Strip Retail Center 440,518 2.84 614,228 266,169 348,059
134 AMCC Fair Oaks Office/Retail Bldg 193,666 1.33 367,187 139,463 227,723
135 AMCC Southview Apartments 138,699 1.00 361,992 176,313 185,679
136 SBRC Monaco Apartments 211,445 1.53 342,835 143,643 199,192
137 AMCC Hafner Court Apartments 229,038 1.61 363,199 155,023 208,176
138 AMCC Loma Vista Center 230,653 1.58 331,999 111,393 220,606
139 AMCC Carroll Road Warehouse 260,700 1.84 302,152 80,463 221,689
140 AMCC Sandalwood Apartments 205,594 1.34 482,347 195,296 287,051
142 SBRC Bonhampton Corners 319,260 1.88 492,212 196,811 295,401
143 AMCC Greenway Village Shopping Center 287,198 2.24 302,333 55,334 246,999
144 PW Jupiter Corporate Center 176,114 354,042 138,962 215,081
145 AMCC Banneker Building 216,152 1.75 381,514 147,969 233,545
146 AMCC 3975 Landmark Street 232,955 1.84 241,062 74,646 166,416
<CAPTION>
MORTGAGE U/W U/W
CONTROL LOAN NOI U/W NCF
NUMBER SELLER LOAN / PROPERTY NAME DSCR NCF DSCR
------ ------ -------------------- ---- --- ----
<S> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 1.35 296,194 1.25
101 SBRC McBee Apartments 1.45 306,564 1.33
102 SBRC Golden Sands Apartments 1.52 277,823 1.33
103 PW Eckerds - Gloversville 1.02 267,527 1.01
104 AMCC Dover Crossing Shopping Center 1.47 292,260 1.36
105 AMCC Plainville Crossing 1.35 288,631 1.22
106 AMCC Staples - Lawton 1.33 275,486 1.27
107 SBRC Boardwalk at Marina Bay 1.53 300,809 1.34
108 AMCC Kalevala Village Apartments 1.38 265,848 1.30
109 PW CVS - Murfreesboro 1.03 223,112 1.01
110 PW La Quinta Gardens 1.64 280,550 1.44
111 PW Urban Outfitters Ann Arbor 1.47 272,660 1.35
112 AMCC Kolstad Great Dane Warehouse 1.34 250,203 1.25
113 PW South Meadows 1.43 241,938 1.25
114 AMCC Pederson-Krag Center Building 1.88 318,832 1.75
115 SBRC Crosstown Self Storage 1.47 275,692 1.44
116 PW Esquire Apartments 1.36 238,869 1.29
117 AMCC Rigid Building Systems 1.84 420,448 1.70
118 PW Falcon Cove Apartments 1.43 239,162 1.31
119 ORIX CountryHouse Residences 1.89 363,577 1.85
120 SBRC One Centennial Drive 1.42 238,589 1.30
121 SBRC Diplomat Apartments 1.46 234,605 1.37
122 PW Avenue J Warehouse 1.41 217,482 1.26
123 AMCC Kiely Plaza Shopping Center 1.31 252,426 1.19
124 ORIX Miami Gardens Office Center 1.61 226,918 1.35
125 PW Texas Tech Office Building 1.64 239,419 1.41
126 AMCC The Village Apartments 1.30 237,680 1.20
127 PW Des Moines Apartments Portfolio 1.39 206,381 1.27
127A Capital Hills Apartments 41,358
127B Lyon Manor Apartments 34,959
127C Silhouette Apartments 130,064
128 PW 69-75 Lehigh Avenue 1.47 215,437 1.28
129 AMCC Henderson Building 1.34 205,991 1.23
130 AMCC Park Plaza 1.75 286,061 1.46
131 PW North Park Industrial 1.30 180,478 1.20
132 PW Midwood Medical Center 1.75 243,932 1.53
133 AMCC Southcenter Strip Retail Center 2.24 315,665 2.03
134 AMCC Fair Oaks Office/Retail Bldg 1.56 208,107 1.43
135 AMCC Southview Apartments 1.34 167,179 1.21
136 SBRC Monaco Apartments 1.45 187,442 1.36
137 AMCC Hafner Court Apartments 1.46 183,456 1.29
138 AMCC Loma Vista Center 1.51 192,068 1.31
139 AMCC Carroll Road Warehouse 1.57 192,704 1.36
140 AMCC Sandalwood Apartments 1.87 255,051 1.66
142 SBRC Bonhampton Corners 1.74 250,572 1.48
143 AMCC Greenway Village Shopping Center 1.93 214,857 1.68
144 PW Jupiter Corporate Center 1.68 180,093 1.41
145 AMCC Banneker Building 1.89 183,774 1.49
146 AMCC 3975 Landmark Street 1.31 146,160 1.15
</TABLE>
<PAGE> 229
PROPERTY HISTORICAL AND UNDERWRITTEN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1998
STATEMENT 1998
MORTGAGE 1998 NUMBER STATEMENT
CONTROL LOAN STATEMENT OF ENDING 1998
NUMBER SELLER LOAN / PROPERTY NAME TYPE MONTHS DATE REVENUES
------ ------ -------------------- ---- ------ ---- --------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio
147A Carrington Heights Apartments Full Year 12 12/31/98 151,350
147B Plaza Apartments Full Year 12 12/31/98 223,499
148 AMCC 88 Sunnyside Building Full Year 12 12/31/98 476,356
149 PW Pond Street & North Court Apts. Portfolio
149A Pond Street Apartments UAV UAV UAV UAV
149B North Court Apartments UAV UAV UAV UAV
150 AMCC Plaza Northwest Shopping Center Full Year 12 12/31/98 345,614
151 PW Paradise Palm Mobile Home Park Full Year 12 12/31/98 189,090
152 AMCC Kennewick Square Full Year 12 12/31/98 292,189
153 AMCC Party City UAV UAV UAV UAV
154 AMCC Blue Devils Building Full Year 12 12/31/98 403,427
155 AMCC Schuck's Retail Center UAV UAV UAV UAV
156 AMCC Northwood Estates Full Year 12 12/31/98 190,215
157 AMCC Miramar Commerce Center Full Year 12 12/31/98 354,449
158 AMCC South Bay Industrial Full Year 12 12/31/98 248,912
159 AMCC Bloomfield Center Full Year 12 12/31/98 194,732
160 AMCC Park Willow Apartments Full Year 12 12/31/98 246,012
161 AMCC Belmond Center Full Year 12 12/31/98 328,518
162 AMCC Riverwood Apartments Full Year 12 12/31/98 236,452
163 PW 85 Second Avenue Full Year 12 12/31/98 210,094
164 AMCC PGE Buildings Full Year 12 12/31/98 213,795
165 AMCC Carroll Canyon Road Industrial Condos Full Year 12 12/31/98 218,602
166 AMCC Myrex Manufacturing Plant & Corporate Offices Full Year 12 12/31/98 266,016
167 PW St. James Apartments Full Year 12 12/31/98 126,314
168 AMCC Walnut Creek Shopping Center UAV UAV UAV UAV
169 AMCC Quail Hollow Mini Storage Full Year 12 12/31/98 209,915
170 PW CVS - Lowell UAV UAV UAV UAV
171 AMCC Freeway Industries Center Full Year 12 12/31/98 237,915
172 AMCC AT&T Building Annualized 5 12/31/98 158,520
173 AMCC PBR III Full Year 12 12/31/98 215,086
174 PW Ivory Garden Apartments Annualized 4 12/31/98 189,012
175 AMCC Knoxville Square Full Year 12 12/31/98 202,114
176 SBRC Parthenia Garden Apartments Full Year 12 12/31/98 243,381
177 AMCC Larkfield Road Office Building Full Year 12 12/31/98 269,391
178 AMCC Kings Kourt Apartments Full Year 12 12/31/98 176,382
179 AMCC Philomath Self-Storage Full Year 12 12/31/98 232,081
180 AMCC Aztec Building Full Year 12 12/31/98 187,205
181 AMCC Stone Mountain Carpet Mill Outlet UAV UAV UAV UAV
182 PW 10 Jewel Drive Full Year 12 12/31/98 169,926
183 AMCC Williams Road Office Building Full Year 12 12/31/98 188,736
184 AMCC Wheeling Service Center Full Year 12 12/31/98 504,250
185 AMCC 650 New Road Office Building Full Year 12 12/31/98 221,932
186 PW Pine Street Apartments Full Year 12 12/31/98 139,240
187 AMCC The Certex Building Full Year 12 12/31/98 200,000
188 AMCC Pheasant Run Shopping Center Full Year 12 12/31/98 281,912
189 AMCC Runnin' Rebel Plaza Annualized 10 12/31/98 413,050
190 AMCC Vic Huber Photography Building UAV UAV UAV UAV
191 AMCC Hollywood Video-Westland Full Year 12 12/31/98 145,220
192 PW Reading Business Center Full Year 12 12/31/98 178,927
193 AMCC National Die & Button Mould Company UAV UAV UAV UAV
194 AMCC Metropolitan Square Shopping Center Full Year 12 12/31/98 321,925
<CAPTION>
MORTGAGE 1998 1999
CONTROL LOAN 1998 NOI STATEMENT
NUMBER SELLER LOAN / PROPERTY NAME EXPENSES 1998 NOI DSCR TYPE
------ ------ -------------------- -------- -------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio 218,370
147A Carrington Heights Apartments 63,190 88,160 Full Year
147B Plaza Apartments 93,289 130,210 Full Year
148 AMCC 88 Sunnyside Building 227,556 248,800 2.08 Full Year
149 PW Pond Street & North Court Apts. Portfolio UAV
149A Pond Street Apartments UAV UAV Annualized
149B North Court Apartments UAV UAV Annualized
150 AMCC Plaza Northwest Shopping Center 112,196 233,418 1.91 Full Year
151 PW Paradise Palm Mobile Home Park 20,969 168,121 Full Year
152 AMCC Kennewick Square 68,923 223,266 1.99 Full Year
153 AMCC Party City UAV UAV UAV Full Year
154 AMCC Blue Devils Building UAV 403,427 2.70 Full Year
155 AMCC Schuck's Retail Center UAV UAV UAV Full Year
156 AMCC Northwood Estates 38,366 151,849 1.35 Full Year
157 AMCC Miramar Commerce Center 148,083 206,366 1.64 Full Year
158 AMCC South Bay Industrial 29,802 219,110 1.84 Full Year
159 AMCC Bloomfield Center 29,815 164,917 1.56 Full Year
160 AMCC Park Willow Apartments 110,600 135,412 1.18 Annualized
161 AMCC Belmond Center 109,884 218,634 1.52 Full Year
162 AMCC Riverwood Apartments 62,226 174,226 1.38 Annualized
163 PW 85 Second Avenue 111,543 98,551 Annualized
164 AMCC PGE Buildings 28,297 185,498 1.41 Full Year
165 AMCC Carroll Canyon Road Industrial Condos 33,681 184,921 1.84 Full Year
166 AMCC Myrex Manufacturing Plant & Corporate Offices 9,302 256,714 1.44 Full Year
167 PW St. James Apartments 27,801 98,513 Full Year
168 AMCC Walnut Creek Shopping Center UAV UAV UAV Full Year
169 AMCC Quail Hollow Mini Storage 72,431 137,484 1.30 Full Year
170 PW CVS - Lowell UAV UAV UAV
171 AMCC Freeway Industries Center 55,172 182,743 1.43 Full Year
172 AMCC AT&T Building UAV 158,520 1.70 Full Year
173 AMCC PBR III 94,385 120,701 1.31 Full Year
174 PW Ivory Garden Apartments 96,555 92,457 Full Year
175 AMCC Knoxville Square 30,418 171,696 1.64 Full Year
176 SBRC Parthenia Garden Apartments 137,369 106,012 1.22 Trailing 12
177 AMCC Larkfield Road Office Building 148,665 120,726 1.40 Full Year
178 AMCC Kings Kourt Apartments 93,742 82,639 0.90 Full Year
179 AMCC Philomath Self-Storage 98,512 133,569 1.53 Full Year
180 AMCC Aztec Building 70,217 116,988 1.06 Full Year
181 AMCC Stone Mountain Carpet Mill Outlet UAV UAV UAV Full Year
182 PW 10 Jewel Drive 57,160 112,766 Trailing 12
183 AMCC Williams Road Office Building 44,186 144,550 1.72 Full Year
184 AMCC Wheeling Service Center 172,515 331,735 2.98 Full Year
185 AMCC 650 New Road Office Building 65,139 156,793 1.78 Full Year
186 PW Pine Street Apartments 120,394 18,846 Full Year
187 AMCC The Certex Building 14,449 185,551 1.76 Full Year
188 AMCC Pheasant Run Shopping Center 89,966 191,946 2.18 Full Year
189 AMCC Runnin' Rebel Plaza 91,737 321,313 3.17 Full Year
190 AMCC Vic Huber Photography Building UAV UAV UAV Full Year
191 AMCC Hollywood Video-Westland 13,970 131,250 1.74 Full Year
192 PW Reading Business Center 60,453 118,474 Trailing 12
193 AMCC National Die & Button Mould Company UAV UAV UAV UAV
194 AMCC Metropolitan Square Shopping Center 89,069 232,856 1.88 Full Year
<CAPTION>
1999
STATEMENT 1999
MORTGAGE NUMBER STATEMENT
CONTROL LOAN OF ENDING 1999 1999
NUMBER SELLER LOAN / PROPERTY NAME MONTHS DATE REVENUES EXPENSES
------ ------ -------------------- ------ ---- -------- --------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio
147A Carrington Heights Apartments 12 12/31/99 149,096 67,367
147B Plaza Apartments 12 12/31/99 225,552 91,715
148 AMCC 88 Sunnyside Building 12 12/31/99 527,402 295,789
149 PW Pond Street & North Court Apts. Portfolio
149A Pond Street Apartments 7.5 12/31/99 115,917 48,851
149B North Court Apartments 7.5 12/31/99 56,840 49,142
150 AMCC Plaza Northwest Shopping Center 12 12/31/99 371,554 115,333
151 PW Paradise Palm Mobile Home Park 12 12/31/99 205,899 39,574
152 AMCC Kennewick Square 12 12/31/99 266,452 43,223
153 AMCC Party City 12 12/31/99 204,000 UAV
154 AMCC Blue Devils Building 12 12/31/99 395,117 UAV
155 AMCC Schuck's Retail Center 12 12/31/99 197,239 28,262
156 AMCC Northwood Estates 12 12/31/99 198,023 23,838
157 AMCC Miramar Commerce Center 12 12/31/99 376,967 173,789
158 AMCC South Bay Industrial 12 12/31/99 235,391 20,449
159 AMCC Bloomfield Center 12 12/31/99 196,417 24,772
160 AMCC Park Willow Apartments 8 08/31/99 269,533 99,781
161 AMCC Belmond Center 12 12/31/99 355,171 67,434
162 AMCC Riverwood Apartments 6 12/31/99 252,668 104,922
163 PW 85 Second Avenue 11 11/30/99 222,096 112,677
164 AMCC PGE Buildings 12 12/31/99 179,257 31,161
165 AMCC Carroll Canyon Road Industrial Condos 12 12/31/99 225,352 32,824
166 AMCC Myrex Manufacturing Plant & Corporate Offices 12 12/31/99 334,055 148,293
167 PW St. James Apartments 12 12/31/99 192,304 34,573
168 AMCC Walnut Creek Shopping Center 12 12/31/99 179,065 51,927
169 AMCC Quail Hollow Mini Storage 12 12/31/99 238,920 72,303
170 PW CVS - Lowell UAV UAV UAV UAV
171 AMCC Freeway Industries Center 12 12/31/99 257,056 55,137
172 AMCC AT&T Building 12 12/31/99 229,306 49,070
173 AMCC PBR III 12 12/31/99 227,342 62,067
174 PW Ivory Garden Apartments 12 12/31/99 266,885 93,599
175 AMCC Knoxville Square 12 12/31/99 202,614 64,239
176 SBRC Parthenia Garden Apartments 12 05/31/99 245,333 131,053
177 AMCC Larkfield Road Office Building 12 12/31/99 313,425 162,877
178 AMCC Kings Kourt Apartments 12 12/31/99 249,959 98,566
179 AMCC Philomath Self-Storage 12 12/31/99 244,511 97,152
180 AMCC Aztec Building 12 12/31/99 269,931 75,068
181 AMCC Stone Mountain Carpet Mill Outlet 12 12/31/99 202,082 28,902
182 PW 10 Jewel Drive 6 06/30/99 186,614 66,673
183 AMCC Williams Road Office Building 12 12/31/99 192,104 51,473
184 AMCC Wheeling Service Center 12 12/31/99 540,433 113,258
185 AMCC 650 New Road Office Building 12 12/31/99 226,502 82,522
186 PW Pine Street Apartments 12 12/31/99 181,635 38,621
187 AMCC The Certex Building 12 12/31/99 283,444 83,599
188 AMCC Pheasant Run Shopping Center 12 12/31/99 259,335 99,931
189 AMCC Runnin' Rebel Plaza 12 12/31/99 415,604 147,842
190 AMCC Vic Huber Photography Building 12 12/31/99 101,365 7,501
191 AMCC Hollywood Video-Westland 12 12/31/99 144,660 13,410
192 PW Reading Business Center 9 09/30/99 197,464 49,519
193 AMCC National Die & Button Mould Company UAV UAV UAV UAV
194 AMCC Metropolitan Square Shopping Center 12 12/31/99 341,506 106,720
<CAPTION>
MORTGAGE 1999
CONTROL LOAN 1999 NOI U/W U/W
NUMBER SELLER LOAN / PROPERTY NAME NOI DSCR REVENUES EXPENSES
------ ------ -------------------- --- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio 215,566
147A Carrington Heights Apartments 81,729 167,754 74,689
147B Plaza Apartments 133,837 231,424 105,885
148 AMCC 88 Sunnyside Building 231,613 1.93 513,122 312,243
149 PW Pond Street & North Court Apts. Portfolio 74,764
149A Pond Street Apartments 67,066 142,557 63,527
149B North Court Apartments 7,698 128,860 47,370
150 AMCC Plaza Northwest Shopping Center 256,222 2.09 361,400 114,080
151 PW Paradise Palm Mobile Home Park 166,325 218,150 40,881
152 AMCC Kennewick Square 223,229 1.99 266,188 71,391
153 AMCC Party City 204,000 1.79 183,600 5,508
154 AMCC Blue Devils Building 395,117 2.65 315,293 49,284
155 AMCC Schuck's Retail Center 168,977 1.44 211,012 54,443
156 AMCC Northwood Estates 174,185 1.55 200,718 55,404
157 AMCC Miramar Commerce Center 203,178 1.62 345,727 99,615
158 AMCC South Bay Industrial 214,942 1.81 211,796 36,816
159 AMCC Bloomfield Center 171,645 1.63 199,130 39,539
160 AMCC Park Willow Apartments 169,752 1.48 252,014 91,703
161 AMCC Belmond Center 287,737 2.00 354,620 85,162
162 AMCC Riverwood Apartments 147,746 1.17 240,894 80,717
163 PW 85 Second Avenue 109,419 206,532 45,414
164 AMCC PGE Buildings 148,096 1.12 252,073 61,131
165 AMCC Carroll Canyon Road Industrial Condos 192,528 1.92 204,516 41,307
166 AMCC Myrex Manufacturing Plant & Corporate Offices 185,762 1.04 301,568 48,123
167 PW St. James Apartments 157,731 199,386 52,931
168 AMCC Walnut Creek Shopping Center 127,138 1.28 203,909 70,017
169 AMCC Quail Hollow Mini Storage 166,617 1.58 238,927 78,318
170 PW CVS - Lowell UAV 148,656 6,960
171 AMCC Freeway Industries Center 201,919 1.58 238,437 62,928
172 AMCC AT&T Building 180,236 1.93 228,626 79,914
173 AMCC PBR III 165,275 1.79 239,128 77,646
174 PW Ivory Garden Apartments 173,286 246,901 107,847
175 AMCC Knoxville Square 138,375 1.32 211,530 69,506
176 SBRC Parthenia Garden Apartments 114,280 1.32 253,574 138,602
177 AMCC Larkfield Road Office Building 150,548 1.75 289,891 152,996
178 AMCC Kings Kourt Apartments 151,393 1.64 236,202 104,654
179 AMCC Philomath Self-Storage 147,359 1.68 242,445 107,982
180 AMCC Aztec Building 194,863 1.77 261,972 77,755
181 AMCC Stone Mountain Carpet Mill Outlet 173,180 1.55 185,665 31,625
182 PW 10 Jewel Drive 119,941 215,500 65,299
183 AMCC Williams Road Office Building 140,631 1.67 185,324 57,638
184 AMCC Wheeling Service Center 427,175 3.84 501,069 139,401
185 AMCC 650 New Road Office Building 143,980 1.64 203,624 78,096
186 PW Pine Street Apartments 143,014 179,037 45,952
187 AMCC The Certex Building 199,845 1.90 276,008 106,479
188 AMCC Pheasant Run Shopping Center 159,403 1.81 222,918 92,311
189 AMCC Runnin' Rebel Plaza 267,762 2.64 434,751 153,913
190 AMCC Vic Huber Photography Building 93,864 1.17 126,954 19,089
191 AMCC Hollywood Video-Westland 131,250 1.74 130,835 19,355
192 PW Reading Business Center 147,945 225,418 64,369
193 AMCC National Die & Button Mould Company UAV UAV 134,554 6,382
194 AMCC Metropolitan Square Shopping Center 234,786 1.89 333,517 109,919
<CAPTION>
MORTGAGE U/W U/W
CONTROL LOAN U/W NOI U/W NCF
NUMBER SELLER LOAN / PROPERTY NAME NOI DSCR NCF DSCR
------ ------ -------------------- --- ---- --- ----
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio 218,604 1.64 195,679 1.47
147A Carrington Heights Apartments 93,065 83,065
147B Plaza Apartments 125,539 112,614
148 AMCC 88 Sunnyside Building 200,878 1.68 157,459 1.32
149 PW Pond Street & North Court Apts. Portfolio 160,519 1.35 145,950 1.23
149A Pond Street Apartments 79,030 71,461
149B North Court Apartments 81,490 74,490
150 AMCC Plaza Northwest Shopping Center 247,320 2.02 213,726 1.75
151 PW Paradise Palm Mobile Home Park 177,269 1.49 174,069 1.46
152 AMCC Kennewick Square 194,796 1.74 166,135 1.48
153 AMCC Party City 178,092 1.56 168,075 1.48
154 AMCC Blue Devils Building 266,009 1.78 240,392 1.61
155 AMCC Schuck's Retail Center 156,569 1.34 147,672 1.26
156 AMCC Northwood Estates 145,314 1.29 141,614 1.26
157 AMCC Miramar Commerce Center 246,112 1.96 214,625 1.71
158 AMCC South Bay Industrial 174,980 1.47 152,867 1.29
159 AMCC Bloomfield Center 159,592 1.51 147,453 1.40
160 AMCC Park Willow Apartments 160,311 1.40 145,911 1.27
161 AMCC Belmond Center 269,458 1.87 248,006 1.72
162 AMCC Riverwood Apartments 160,177 1.27 147,677 1.17
163 PW 85 Second Avenue 161,118 1.40 157,597 1.37
164 AMCC PGE Buildings 190,942 1.45 165,478 1.26
165 AMCC Carroll Canyon Road Industrial Condos 163,209 1.63 139,435 1.39
166 AMCC Myrex Manufacturing Plant & Corporate Offices 253,445 1.42 217,809 1.22
167 PW St. James Apartments 146,455 1.44 139,255 1.37
168 AMCC Walnut Creek Shopping Center 133,892 1.34 125,174 1.26
169 AMCC Quail Hollow Mini Storage 160,609 1.52 154,676 1.47
170 PW CVS - Lowell 141,696 1.37 134,278 1.30
171 AMCC Freeway Industries Center 175,509 1.37 150,240 1.17
172 AMCC AT&T Building 148,712 1.59 129,627 1.39
173 AMCC PBR III 161,482 1.75 138,529 1.50
174 PW Ivory Garden Apartments 139,054 1.47 126,804 1.34
175 AMCC Knoxville Square 142,023 1.36 133,363 1.28
176 SBRC Parthenia Garden Apartments 114,972 1.33 103,972 1.20
177 AMCC Larkfield Road Office Building 136,895 1.59 110,775 1.29
178 AMCC Kings Kourt Apartments 131,547 1.43 118,947 1.29
179 AMCC Philomath Self-Storage 134,463 1.54 129,355 1.48
180 AMCC Aztec Building 184,217 1.67 148,245 1.35
181 AMCC Stone Mountain Carpet Mill Outlet 154,040 1.38 133,431 1.20
182 PW 10 Jewel Drive 150,201 1.75 139,522 1.63
183 AMCC Williams Road Office Building 127,686 1.52 109,171 1.30
184 AMCC Wheeling Service Center 361,668 3.25 278,623 2.50
185 AMCC 650 New Road Office Building 125,528 1.43 113,660 1.29
186 PW Pine Street Apartments 133,085 1.49 129,485 1.45
187 AMCC The Certex Building 169,528 1.61 154,597 1.47
188 AMCC Pheasant Run Shopping Center 130,607 1.49 109,708 1.25
189 AMCC Runnin' Rebel Plaza 280,839 2.77 251,891 2.49
190 AMCC Vic Huber Photography Building 107,865 1.34 96,846 1.21
191 AMCC Hollywood Video-Westland 111,479 1.48 104,530 1.38
192 PW Reading Business Center 161,049 2.10 128,216 1.68
193 AMCC National Die & Button Mould Company 128,172 1.53 117,571 1.40
194 AMCC Metropolitan Square Shopping Center 223,598 1.80 193,258 1.56
</TABLE>
<PAGE> 230
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM-
MENDED
MORTGAGE TAXES INSURANCE ANNUAL U/W ANNUAL
CONTROL LOAN CURRENTLY CURRENTLY REPLACEMENT REPLACEMENT
NUMBER SELLER LOAN / PROPERTY NAME ESCROWED ESCROWED RESERVES RESERVES
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza Yes Yes 53,404 53,456
2 PW 1615 Poydras Street Yes Yes 56,038 75,261
3 ORIX Medical Mutual of Ohio Office Building - Toledo No No 53,708 56,800
4 ORIX Medical Mutual of Ohio Office Building - Beachwood No No 16,379 18,870
5 PW Diplomat Centre Yes Yes 19,039 19,039
6 SBRC Western Plaza II Shopping Center Yes Yes 9,610 6,882
7 SBRC Metatec Building Yes No 57,874 68,871
8 SBRC Red Lion Shopping Center Yes No 32,167 32,654
9 PW Diamond Point Plaza Yes Yes 38,649 38,649
10 PW Mount Vernon Medical Office Building Yes Yes 18,317 18,317
11 ORIX 250 Plaza Office Building Yes Yes 20,147 43,403
12 PW 110 Greenwich Street Yes Yes 5,342 14,750
-----------------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio Yes Yes 18,555 19,147
13A 11155-11165 Sepulveda Boulevard Yes Yes 6,353 6,353
13B 11211 Sepulveda Boulevard Yes Yes 8,292 8,885
13C 17909 Soledad Canyon Road Yes Yes 3,909 3,909
-----------------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard Yes Yes 20,605 40,882
15 AMCC Senter Road Industrial Property Yes Yes 23,038 23,038
16 AMCC Scottsdale Gateway II Yes Yes 17,939 17,939
17 PW Kmart Plaza Yes Yes 40,577 26,866
18 PW Miracle Mile Shopping Center Yes Yes 9,514 10,563
19 PW North Country Plaza Yes Yes 4,829 3,129
20 SBRC Fountain Oaks Yes Yes 85,308 84,538
21 SBRC Park Central Office Development Yes Yes 12,622 19,752
22 SBRC McCormick Place Office Park Yes Yes 2,640 14,989
23 SBRC One Michigan Avenue Yes Yes 24,208 29,869
24 ORIX Distribution Services Limited No No 39,844 47,896
25 SBRC St. Joseph Professional Building Yes Yes 10,500 27,359
26 SBRC Penns Plaza Yes Yes 18,365 18,660
27 SBRC Airport Plaza Office Center - Phase 1 Yes No 6,646 11,106
28 PW 375 Ballardvale Street Yes Yes 8,075 20,177
29 SBRC Hampton Inn - Columbus Yes LOC No 33,012 106,075
30 SBRC Comfort Suites Hotel Yes LOC No 22,128 51,207
31 SBRC Raintree Corporate Center - Phase I Yes Yes 3,033 9,596
-----------------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio Yes Yes 21,325 21,827
32A For Eyes Optical - Hialeah Yes Yes 6,650 8,800
32B For Eyes Optical - Hialeah 2 Yes Yes 1,860 6,280
32C For Eyes Optical - Philadelphia 2 Yes Yes 950 1,740
32D For Eyes Optical - Lauderhill Yes Yes 3,178 1,318
32E For Eyes Optical - Casselberry Yes Yes 2,490 927
32F For Eyes Optical - Coral Gables Yes Yes 2,130 720
32G For Eyes Optical - Richmond Yes Yes 1,642 1,012
32H For Eyes Optical - Rosemont Yes Yes 1,150 720
32I For Eyes Optical - Philadelphia Yes Yes 1,275 310
-----------------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park Yes No 10,478 16,850
34 PW Lake Cook Office Yes Yes 16,163 9,900
35 PW Pine Terrace Apartments Yes Yes 20,169 20,169
36 SBRC 2265 Ralph Avenue Yes Yes 3,419 6,808
37 PW Shoppers Food Warehouse No No 10,716 11,250
38 AMCC Computer Science Corp Building Yes Yes 11,234 11,234
39 AMCC Sprint Customer Care Center Yes Yes 12,469 13,370
40 ORIX SugarOak Office Retreat Yes Yes 9,800 16,188
41 ORIX Dronningens Gade Portfolio Yes Yes 1,431 2,640
42 PW 400 Blair Road Yes Yes 30,925 30,770
43 PW 14 Jewel Drive Yes Yes 12,187 11,875
44 SBRC Brookwood Square Shopping Center Yes Yes 10,358 12,409
-----------------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio Yes Yes 16,481 18,287
45A 87 Concord Road Yes Yes 4,163 6,020
45B 7 Lopez Road Yes Yes 12,318 12,267
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
RECOM-
ESCROWED MENDED
ESCROWED REPLACEMENT ANNUAL U/W ANNUAL
REPLACEMENT RESERVES REPLACE- REPLACE-
MORTGAGE RESERVES CURRENT MENT MENT
CONTROL LOAN INITIAL ANNUAL RESERVES RESERVES
NUMBER SELLER LOAN / PROPERTY NAME DEPOSIT DEPOSIT PSF/UNIT PSF/UNIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 0 53,456 0.15 0.15
2 PW 1615 Poydras Street 0 700,000 0.11 0.15
3 ORIX Medical Mutual of Ohio Office Building - Toledo 0 0 0.34 0.36
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 0 0 0.32 0.37
5 PW Diplomat Centre 0 19,039 0.16 0.16
6 SBRC Western Plaza II Shopping Center 0 6,909 0.21 0.15
7 SBRC Metatec Building 0 68,871 0.17 0.20
8 SBRC Red Lion Shopping Center 0 32,654 0.15 0.15
9 PW Diamond Point Plaza 0 38,649 0.15 0.15
10 PW Mount Vernon Medical Office Building 0 18,317 0.22 0.22
11 ORIX 250 Plaza Office Building 0 0 0.10 0.22
12 PW 110 Greenwich Street 0 14,750 91 250
-----------------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio 0 19,147 0.16 0.17
13A 11155-11165 Sepulveda Boulevard 0.19 0.19
13B 11211 Sepulveda Boulevard 0.14 0.15
13C 17909 Soledad Canyon Road 0.19 0.19
-----------------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard 3,409 40,882 0.05 0.10
15 AMCC Senter Road Industrial Property 0 0 0.15 0.15
16 AMCC Scottsdale Gateway II 0 16,175 0.17 0.17
17 PW Kmart Plaza 201,605 26,866 0.23 0.15
18 PW Miracle Mile Shopping Center 108,167 10,563 0.32 0.36
19 PW North Country Plaza 42,978 3,129 0.23 0.15
20 SBRC Fountain Oaks 0 84,540 0.41 0.41
21 SBRC Park Central Office Development 0 19,752 0.10 0.15
22 SBRC McCormick Place Office Park 0 14,989 0.04 0.20
23 SBRC One Michigan Avenue 0 29,880 0.16 0.20
24 ORIX Distribution Services Limited 0 0 0.11 0.13
25 SBRC St. Joseph Professional Building 0 27,096 0.08 0.20
26 SBRC Penns Plaza 0 18,660 0.20 0.20
27 SBRC Airport Plaza Office Center - Phase 1 0 11,106 0.12 0.20
28 PW 375 Ballardvale Street 21,250 20,177 0.05 0.12
29 SBRC Hampton Inn - Columbus 190,385 LOC 0 256 822
30 SBRC Comfort Suites Hotel 106,615 LOC 0 330 764
31 SBRC Raintree Corporate Center - Phase I 0 9,596 0.05 0.15
-----------------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio 0 21,827 0.20 0.20
32A For Eyes Optical - Hialeah 0.15 0.20
32B For Eyes Optical - Hialeah 2 0.06 0.20
32C For Eyes Optical - Philadelphia 2 0.15 0.27
32D For Eyes Optical - Lauderhill 0.48 0.20
32E For Eyes Optical - Casselberry 0.54 0.20
32F For Eyes Optical - Coral Gables 0.59 0.20
32G For Eyes Optical - Richmond 0.32 0.20
32H For Eyes Optical - Rosemont 0.32 0.20
32I For Eyes Optical - Philadelphia 0.82 0.20
-----------------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park 0 0 31.09 50
34 PW Lake Cook Office 0 9,900 0.24 0.15
35 PW Pine Terrace Apartments 0 20,750 243 243
36 SBRC 2265 Ralph Avenue 9,125 5,907 0.08 0.15
37 PW Shoppers Food Warehouse 0 11,250 0.14 0.15
38 AMCC Computer Science Corp Building 0 10,205 0.17 0.17
39 AMCC Sprint Customer Care Center 0 12,478 0.14 0.15
40 ORIX SugarOak Office Retreat 0 16,188 0.12 0.20
41 ORIX Dronningens Gade Portfolio 0 0 0.08 0.15
42 PW 400 Blair Road 0 30,770 0.17 0.17
43 PW 14 Jewel Drive 18,750 11,875 0.10 0.10
44 SBRC Brookwood Square Shopping Center 0 12,408 0.15 0.18
-----------------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio 43,750 23,058 0.13 0.14
45A 87 Concord Road 0.07 0.10
45B 7 Lopez Road 0.18 0.18
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
ESCROWED
ESCROWED REPLACEMENT
REPLACEMENT RESERVES ESCROWED
RESERVES CURRENT TI/LC
MORTGAGE INITIAL ANNUAL U/W ANNUAL RESERVES
CONTROL LOAN DEPOSIT DEPOSIT TI/LC INITIAL
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT PSF/UNIT RESERVES DEPOSIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 0.00 0.15 152,750 0
2 PW 1615 Poydras Street 0.00 1.40 624,971 0
3 ORIX Medical Mutual of Ohio Office Building - Toledo 0.00 0.00 85,248 0
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 0.00 0.00 30,143 0
5 PW Diplomat Centre 0.00 0.16 191,869 0
6 SBRC Western Plaza II Shopping Center 0.00 0.15 21,714 0
7 SBRC Metatec Building 0.00 0.20 167,065 1,650,000 LOC
8 SBRC Red Lion Shopping Center 0.00 0.15 128,221 0
9 PW Diamond Point Plaza 0.00 0.15 99,456 0
10 PW Mount Vernon Medical Office Building 0.00 0.22 119,396 0
11 ORIX 250 Plaza Office Building 0.00 0.00 211,899 150,000 LOC
12 PW 110 Greenwich Street 0.00 250 NAP NAP
-----------------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio 0.00 0.17 156,180 0
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
-----------------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard 0.01 0.10 116,514 337,784
15 AMCC Senter Road Industrial Property 0.00 0.00 114,465 607,304
16 AMCC Scottsdale Gateway II 0.00 0.15 185,633 0
17 PW Kmart Plaza 1.13 0.15 55,563 0
18 PW Miracle Mile Shopping Center 3.69 0.36 27,875 0
19 PW North Country Plaza 2.06 0.15 18,677 0
20 SBRC Fountain Oaks 0.00 0.41 119,011 0
21 SBRC Park Central Office Development 0.00 0.15 76,374 100,000
22 SBRC McCormick Place Office Park 0.00 0.20 56,210 0
23 SBRC One Michigan Avenue 0.00 0.20 225,328 0
24 ORIX Distribution Services Limited 0.00 0.00 27,253 0
25 SBRC St. Joseph Professional Building 0.00 0.20 114,032 0
26 SBRC Penns Plaza 0.00 0.20 93,300 400,000
27 SBRC Airport Plaza Office Center - Phase 1 0.00 0.20 85,724 0
28 PW 375 Ballardvale Street 0.13 0.12 47,920 0
29 SBRC Hampton Inn - Columbus 1,476 0.00 NAP NAP
30 SBRC Comfort Suites Hotel 1,591 0.00 NAP NAP
31 SBRC Raintree Corporate Center - Phase I 0.00 0.15 31,722 0
-----------------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio 0.00 0.20 54,568 0
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
-----------------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park 0.00 0.00 NAP NAP
34 PW Lake Cook Office 0.00 0.15 97,655 0
35 PW Pine Terrace Apartments 0.00 250 NAP NAP
36 SBRC 2265 Ralph Avenue 0.20 0.13 7,438 0
37 PW Shoppers Food Warehouse 0.00 0.15 0 0
38 AMCC Computer Science Corp Building 0.00 0.15 44,158 900,169
39 AMCC Sprint Customer Care Center 0.00 0.14 58,204 90,000
40 ORIX SugarOak Office Retreat 0.00 0.20 79,320 100,000 LOC
41 ORIX Dronningens Gade Portfolio 0.00 0.00 25,621 0
42 PW 400 Blair Road 0.00 0.17 51,585 0
43 PW 14 Jewel Drive 0.16 0.10 33,844 0
44 SBRC Brookwood Square Shopping Center 0.00 0.18 64,115 50,000
-----------------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio 0.34 0.18 47,263 0
45A 87 Concord Road
45B 7 Lopez Road
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
ESCROWED
ESCROWED ESCROWED TI/LC
TI/LC TI/LC RESERVES
RESERVES U/W RESERVES CURRENT
MORTGAGE CURRENT ANNUAL TI/LC INITIAL ANNUAL
CONTROL LOAN ANNUAL RESERVES DEPOSIT DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME DEPOSIT PSF/UNIT PSF/UNIT PSF/UNIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Northpointe Plaza 152,750 0.43 0.00 0.43
2 PW 1615 Poydras Street 0 1.25 0.00 0.00
3 ORIX Medical Mutual of Ohio Office Building - Toledo 0 0.53 0.00 0.00
4 ORIX Medical Mutual of Ohio Office Building - Beachwood 0 0.59 0.00 0.00
5 PW Diplomat Centre 100,000 1.60 0.00 0.84
6 SBRC Western Plaza II Shopping Center 21,714 0.47 0.00 0.47
7 SBRC Metatec Building 0 0.49 4.79 LOC 0.00
8 SBRC Red Lion Shopping Center 128,221 0.59 0.00 0.59
9 PW Diamond Point Plaza 40,000 0.40 0.00 0.16
10 PW Mount Vernon Medical Office Building 125,000 1.40 0.00 1.47
11 ORIX 250 Plaza Office Building 0 1.05 0.74 LOC 0.00
12 PW 110 Greenwich Street NAP NAP NAP NAP
-----------------------------------------------------------------------------------------------------------------------------------
13 PW San Fernando Professional Buildings Portfolio 150,000 1.38 0.00 1.32
13A 11155-11165 Sepulveda Boulevard
13B 11211 Sepulveda Boulevard
13C 17909 Soledad Canyon Road
-----------------------------------------------------------------------------------------------------------------------------------
14 PW 3200 Regatta Boulevard 100,000 0.29 0.83 0.24
15 AMCC Senter Road Industrial Property 0 0.75 3.95 NAP
16 AMCC Scottsdale Gateway II 0 1.72 NAP NAP
17 PW Kmart Plaza 25,000 0.31 0.00 0.14
18 PW Miracle Mile Shopping Center 10,000 0.95 0.00 0.34
19 PW North Country Plaza 10,000 0.90 0.00 0.48
20 SBRC Fountain Oaks 103,092 0.58 0.00 0.50
21 SBRC Park Central Office Development 0 0.58 0.76 0.00
22 SBRC McCormick Place Office Park 56,210 0.75 0.00 0.75
23 SBRC One Michigan Avenue 0 1.51 0.00 0.00
24 ORIX Distribution Services Limited 0 0.07 0.00 0.00
25 SBRC St. Joseph Professional Building 100,000 0.83 0.00 0.73
26 SBRC Penns Plaza 93,300 1.00 4.29 1.00
27 SBRC Airport Plaza Office Center - Phase 1 55,530 1.54 0.00 1.00
28 PW 375 Ballardvale Street 45,000 0.29 0.00 0.27
29 SBRC Hampton Inn - Columbus NAP NAP NAP NAP
30 SBRC Comfort Suites Hotel NAP NAP NAP NAP
31 SBRC Raintree Corporate Center - Phase I 31,063 0.50 0.00 0.49
-----------------------------------------------------------------------------------------------------------------------------------
32 SBRC For Eyes Optical Portfolio 54,568 0.51 0.00 0.51
32A For Eyes Optical - Hialeah
32B For Eyes Optical - Hialeah 2
32C For Eyes Optical - Philadelphia 2
32D For Eyes Optical - Lauderhill
32E For Eyes Optical - Casselberry
32F For Eyes Optical - Coral Gables
32G For Eyes Optical - Richmond
32H For Eyes Optical - Rosemont
32I For Eyes Optical - Philadelphia
-----------------------------------------------------------------------------------------------------------------------------------
33 PW Gateway Mobile Home Park NAP NAP NAP NAP
34 PW Lake Cook Office 75,000 1.48 0.00 1.14
35 PW Pine Terrace Apartments NAP NAP NAP NAP
36 SBRC 2265 Ralph Avenue 0 0.16 0.00 0.00
37 PW Shoppers Food Warehouse 0 0.00 0.00 0.00
38 AMCC Computer Science Corp Building 21,771 0.65 13.23 0.32
39 AMCC Sprint Customer Care Center 22,283 0.65 1.01 0.25
40 ORIX SugarOak Office Retreat 0 0.98 1.24 LOC 0.00
41 ORIX Dronningens Gade Portfolio 0 1.46 0.00 0.00
42 PW 400 Blair Road 50,000 0.29 0.00 0.28
43 PW 14 Jewel Drive 34,000 0.29 0.00 0.29
44 SBRC Brookwood Square Shopping Center 64,116 0.93 0.73 0.93
-----------------------------------------------------------------------------------------------------------------------------------
45 PW 87 Concord & 7 Lopez Portfolio 36,000 0.37 0.00 0.28
45A 87 Concord Road
45B 7 Lopez Road
</TABLE>
<PAGE> 231
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM-
MENDED
MORTGAGE TAXES INSURANCE ANNUAL U/W ANNUAL
CONTROL LOAN CURRENTLY CURRENTLY REPLACEMENT REPLACEMENT
NUMBER SELLER LOAN / PROPERTY NAME ESCROWED ESCROWED RESERVES RESERVES
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation No No 3,238 15,840
47 SBRC Sorrento Glen Yes Yes 6,256 6,660
48 SBRC Melrose Plaza Yes Yes 1,267 2,397
49 ORIX Bayshore Executive Plaza Yes Yes 15,363 18,945
50 SBRC Gates Park Crossing Apartments Yes Yes 71,935 83,000
51 PW Days Inn Fort Wright Yes Yes 32,499 33,750
52 PW Days Inn Frankfort Yes Yes 37,562 37,628
53 PW Days Inn Shepherdsville Yes Yes 37,217 26,208
54 SBRC Fairgrounds Mobile Estates Yes Yes 5,584 11,600
55 ORIX Lyrewood Pointe Apartments Yes Yes 64,189 73,100
56 SBRC The Market at Summer Oaks Yes Yes 17,796 23,584
57 SBRC Cambridge Village Apartments Yes Yes 77,836 76,000
58 ORIX Park Square Court Yes Yes 5,123 25,547
59 SBRC Princess Anne Marketplace Yes Yes 2,824 3,987
60 SBRC Pinon Trails Apartments Yes Yes 71,700 70,500
61 PW Cayuga Village Mobile Home Park Yes Yes 12,012 36,000
62 SBRC 500 South Salina Street Yes Yes 37,190 37,092
63 SBRC Kerman Shopping Center No No 26,110 26,473
64 PW 155 West Street Yes Yes 4,045 7,212
65 AMCC Lexington Kmart No No 15,575 5,575
66 AMCC Niagara Kmart No No 14,921 14,921
67 SBRC Beverly Westside Yes No 958 3,717
68 SBRC Balboa Palms Apartments Yes Yes 12,186 13,250
69 SBRC Tarzana Palms Apartments Yes Yes 10,538 11,357
70 PW 131 Spring Street Yes Yes 7,420 6,000
71 SBRC 1445 Hempstead Turnpike Yes Yes 925 4,062
72 PW Jackson Professional Yes Yes 7,634 8,075
73 SBRC Campbell Hill Apartments Yes Yes 33,856 33,825
-----------------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio Yes Yes 4,650 7,382
74A 377 Ballardvale Street Yes Yes 2,837 5,618
74B 315 New Boston Street Yes Yes 1,813 1,764
-----------------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center Yes Yes 4,412 7,509
76 ORIX Renner Plaza Office Building Yes Yes 7,506 8,480
-----------------------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio Yes Yes 9,785 10,428
77A 114-146 Kings Highway East Yes Yes 4,721 4,916
77B 1 Maxim Road Yes Yes 5,064 5,513
-----------------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road Yes Yes 4,228 6,342
79 SBRC Vacaville Town Center Yes Yes 4,925 5,243
80 PW CVS - Dorchester No No 2,960 3,308
81 PW RPM Warehouse Yes Yes 9,850 12,000
82 PW Deere Road Warehouse Buildings Yes Yes 10,010 20,020
83 SBRC 411-423 East 114th Street Yes Yes 20,229 24,300
84 PW SunTrust Centre Yes Yes 5,030 5,030
85 AMCC Lynnwood Business Center Yes Yes 7,924 7,924
86 AMCC Quad 95 Yes Yes 1,040 5,847
87 SBRC Independence Court Apartments Yes Yes 13,161 16,250
88 SBRC 5601 Merrick Road No No 786 3,303
89 SBRC Pinnacle Warehouse Yes Yes 2,042 5,400
90 SBRC 300 Wildwood Avenue Yes No 12,425 12,399
91 PW Congress Professional Center III Yes Yes 2,557 2,720
92 PW Keystone Building Yes Yes 3,558 4,852
93 PW 4621 W. Napoleon Yes Yes 5,880 6,246
94 PW Balboa Pointe Apartments Yes Yes 11,163 17,750
95 SBRC Spartacus Apartments Yes Yes 44,380 44,370
96 SBRC Storage Depot I Yes Yes 12,685 5,052
97 SBRC Village Place Shopping Center Yes Yes 18,500 21,929
98 PW Burke Village Center Yes Yes 6,590 6,590
99 SBRC Tivoli Square Apartments Yes Yes 15,252 17,750
</TABLE>
<TABLE>
<CAPTION>
RECOM-
ESCROWED MENDED
ESCROWED REPLACEMENT ANNUAL U/W ANNUAL
REPLACEMENT RESERVES REPLACE- REPLACE-
MORTGAGE RESERVES CURRENT MENT MENT
CONTROL LOAN INITIAL ANNUAL RESERVES RESERVES
NUMBER SELLER LOAN / PROPERTY NAME DEPOSIT DEPOSIT PSF/UNIT PSF/UNIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 0 15,840 0.06 0.28
47 SBRC Sorrento Glen 0 6,600 0.14 0.15
48 SBRC Melrose Plaza 0 2,397 0.08 0.15
49 ORIX Bayshore Executive Plaza 0 0 0.16 0.20
50 SBRC Gates Park Crossing Apartments 0 83,000 217 250
51 PW Days Inn Fort Wright 3,311 39,765 283 293
52 PW Days Inn Frankfort 3,386 37,562 308 308
53 PW Days Inn Shepherdsville 3,102 37,224 310 218
54 SBRC Fairgrounds Mobile Estates 0 11,600 23.97 50
55 ORIX Lyrewood Pointe Apartments 0 73,100 299 340
56 SBRC The Market at Summer Oaks 0 23,584 0.20 0.27
57 SBRC Cambridge Village Apartments 0 76,000 256 250
58 ORIX Park Square Court 0 13,733 0.04 0.20
59 SBRC Princess Anne Marketplace 0 3,987 0.11 0.15
60 SBRC Pinon Trails Apartments 0 70,500 254 250
61 PW Cayuga Village Mobile Home Park 0 36,000 28.00 84
62 SBRC 500 South Salina Street 4,375 37,092 0.25 0.25
63 SBRC Kerman Shopping Center 0 26,473 0.26 0.26
64 PW 155 West Street 3,125 7,212 0.06 0.10
65 AMCC Lexington Kmart 100,000 LOC 0 0.15 0.05
66 AMCC Niagara Kmart 50,000 0 0.14 0.14
67 SBRC Beverly Westside 0 3,717 0.04 0.15
68 SBRC Balboa Palms Apartments 0 13,150 244 265
69 SBRC Tarzana Palms Apartments 0 11,220 257 277
70 PW 131 Spring Street 0 8,465 0.19 0.15
71 SBRC 1445 Hempstead Turnpike 97,525 4,065 0.03 0.15
72 PW Jackson Professional 0 8,075 0.20 0.21
73 SBRC Campbell Hill Apartments 0 33,825 451 451
-----------------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio 1,250 7,382 0.08 0.12
74A 377 Ballardvale Street 0.06 0.12
74B 315 New Boston Street 0.14 0.14
-----------------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center 0 7,512 0.09 0.15
76 ORIX Renner Plaza Office Building 0 8,480 0.18 0.20
-----------------------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio 0 10,493 0.11 0.12
77A 114-146 Kings Highway East 0.10 0.10
77B 1 Maxim Road 0.14 0.15
-----------------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road 529 6,342 0.10 0.15
79 SBRC Vacaville Town Center 0 5,243 0.14 0.15
80 PW CVS - Dorchester 0 3,308 0.31 0.35
81 PW RPM Warehouse 0 12,000 0.08 0.10
82 PW Deere Road Warehouse Buildings 0 20,020 0.05 0.10
83 SBRC 411-423 East 114th Street 0 24,300 250 300
84 PW SunTrust Centre 0 5,031 0.18 0.18
85 AMCC Lynnwood Business Center 0 0 0.38 0.38
86 AMCC Quad 95 0 0 0.03 0.15
87 SBRC Independence Court Apartments 0 16,250 202 250
88 SBRC 5601 Merrick Road 0 3,303 0.04 0.15
89 SBRC Pinnacle Warehouse 0 5,400 0.04 0.10
90 SBRC 300 Wildwood Avenue 0 12,513 0.22 0.22
91 PW Congress Professional Center III 0 2,720 0.14 0.15
92 PW Keystone Building 0 4,852 0.11 0.15
93 PW 4621 W. Napoleon 0 6,246 0.14 0.15
94 PW Balboa Pointe Apartments 0 17,750 157 250
95 SBRC Spartacus Apartments 0 44,376 261 261
96 SBRC Storage Depot I 0 5,052 0.25 0.10
97 SBRC Village Place Shopping Center 0 21,929 0.20 0.24
98 PW Burke Village Center 0 6,590 0.23 0.23
99 SBRC Tivoli Square Apartments 0 17,750 215 250
</TABLE>
<TABLE>
<CAPTION>
ESCROWED
ESCROWED REPLACEMENT
REPLACEMENT RESERVES ESCROWED
RESERVES CURRENT TI/LC
MORTGAGE INITIAL ANNUAL U/W ANNUAL RESERVES
CONTROL LOAN DEPOSIT DEPOSIT TI/LC INITIAL
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT PSF/UNIT RESERVES DEPOSIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 0.00 0.28 50,144 0
47 SBRC Sorrento Glen 0.00 0.15 44,397 0
48 SBRC Melrose Plaza 0.00 0.15 31,956 0
49 ORIX Bayshore Executive Plaza 0.00 0.00 86,165 300,000 LOC
50 SBRC Gates Park Crossing Apartments 0.00 250 NAP NAP
51 PW Days Inn Fort Wright 28.79 346 NAP NAP
52 PW Days Inn Frankfort 27.75 308 NAP NAP
53 PW Days Inn Shepherdsville 25.85 310 NAP NAP
54 SBRC Fairgrounds Mobile Estates 0.00 50 NAP NAP
55 ORIX Lyrewood Pointe Apartments 0.00 340 NAP NAP
56 SBRC The Market at Summer Oaks 0.00 0.27 36,266 0
57 SBRC Cambridge Village Apartments 0.00 250 NAP NAP
58 ORIX Park Square Court 0.00 0.11 126,456 100,000 LOC
59 SBRC Princess Anne Marketplace 0.00 0.15 13,289 100,000
60 SBRC Pinon Trails Apartments 0.00 250 NAP NAP
61 PW Cayuga Village Mobile Home Park 0.00 84 NAP NAP
62 SBRC 500 South Salina Street 0.03 0.25 136,497 0
63 SBRC Kerman Shopping Center 0.00 0.26 36,848 0
64 PW 155 West Street 0.04 0.10 51,542 0
65 AMCC Lexington Kmart 0.94 LOC 0.00 21,715 0
66 AMCC Niagara Kmart 0.47 0.00 21,549 0
67 SBRC Beverly Westside 0.00 0.15 24,779 60,000
68 SBRC Balboa Palms Apartments 0.00 263 NAP NAP
69 SBRC Tarzana Palms Apartments 0.00 274 NAP NAP
70 PW 131 Spring Street 0.00 0.21 66,136 0
71 SBRC 1445 Hempstead Turnpike 3.60 0.15 10,169 0
72 PW Jackson Professional 0.00 0.21 50,959 0
73 SBRC Campbell Hill Apartments 0.00 451 NAP NAP
-----------------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio 0.02 0.12 16,935 0
74A 377 Ballardvale Street
74B 315 New Boston Street
-----------------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center 0.00 0.15 25,030 0
76 ORIX Renner Plaza Office Building 0.00 0.20 20,691 760,000
-----------------------------------------------------------------------------------------------------------------------------------
77 PW Plimpton and Hills Portfolio 0.00 0.12 39,449 0
77A 114-146 Kings Highway East
77B 1 Maxim Road
-----------------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road 0.01 0.15 38,662 1,667
79 SBRC Vacaville Town Center 0.00 0.15 26,216 1,042
80 PW CVS - Dorchester 0.00 0.35 NAP NAP
81 PW RPM Warehouse 0.00 0.10 33,480 0
82 PW Deere Road Warehouse Buildings 0.00 0.10 57,057 0
83 SBRC 411-423 East 114th Street 0.00 300 NAP NAP
84 PW SunTrust Centre 0.00 0.18 22,062 0
85 AMCC Lynnwood Business Center 0.00 0.00 16,354 0
86 AMCC Quad 95 0.00 0.00 26,516 0
87 SBRC Independence Court Apartments 0.00 250 NAP NAP
88 SBRC 5601 Merrick Road 0.00 0.15 11,010 0
89 SBRC Pinnacle Warehouse 0.00 0.10 16,200 0
90 SBRC 300 Wildwood Avenue 3.16 0.22 37,538 0
91 PW Congress Professional Center III 0.00 0.15 20,502 30,000
92 PW Keystone Building 0.00 0.15 57,005 0
93 PW 4621 W. Napoleon 0.00 0.15 50,870 11,400
94 PW Balboa Pointe Apartments 0.00 250 NAP NAP
95 SBRC Spartacus Apartments 0.00 261 NAP NAP
96 SBRC Storage Depot I 0.00 0.10 NAP NAP
97 SBRC Village Place Shopping Center 0.00 0.24 64,316 0
98 PW Burke Village Center 0.00 0.23 27,077 0
99 SBRC Tivoli Square Apartments 0.00 250 NAP NAP
</TABLE>
<TABLE>
<CAPTION>
ESCROWED
ESCROWED ESCROWED TI/LC
TI/LC TI/LC RESERVES
RESERVES U/W RESERVES CURRENT
MORTGAGE CURRENT ANNUAL TI/LC INITIAL ANNUAL
CONTROL LOAN ANNUAL RESERVES DEPOSIT DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME DEPOSIT PSF/UNIT PSF/UNIT PSF/UNIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
46 AMCC National Refractories & Minerals Corporation 49,680 0.89 NAP 0.88
47 SBRC Sorrento Glen 44,397 1.00 0.00 1.00
48 SBRC Melrose Plaza 11,984 2.00 0.00 0.75
49 ORIX Bayshore Executive Plaza 0 0.91 LOC 3.17 LOC 0.00
50 SBRC Gates Park Crossing Apartments NAP NAP NAP NAP
51 PW Days Inn Fort Wright NAP NAP NAP NAP
52 PW Days Inn Frankfort NAP NAP NAP NAP
53 PW Days Inn Shepherdsville NAP NAP NAP NAP
54 SBRC Fairgrounds Mobile Estates NAP NAP NAP NAP
55 ORIX Lyrewood Pointe Apartments NAP NAP NAP NAP
56 SBRC The Market at Summer Oaks 34,939 0.42 0.00 0.40
57 SBRC Cambridge Village Apartments NAP NAP NAP NAP
58 ORIX Park Square Court 0 0.99 0.78 LOC 0.00
59 SBRC Princess Anne Marketplace 13,289 0.50 3.76 0.50
60 SBRC Pinon Trails Apartments NAP NAP NAP NAP
61 PW Cayuga Village Mobile Home Park NAP NAP NAP NAP
62 SBRC 500 South Salina Street 136,497 0.92 0.00 0.92
63 SBRC Kerman Shopping Center 36,848 0.36 0.00 0.36
64 PW 155 West Street 20,000 0.71 0.00 0.28
65 AMCC Lexington Kmart 0 0.20 0.00 0.00
66 AMCC Niagara Kmart 0 0.20 0.00 0.00
67 SBRC Beverly Westside 0 1.00 2.42 0.00
68 SBRC Balboa Palms Apartments NAP NAP NAP NAP
69 SBRC Tarzana Palms Apartments NAP NAP NAP NAP
70 PW 131 Spring Street 0 1.65 0.00 0.00
71 SBRC 1445 Hempstead Turnpike 0 0.38 0.00 0.00
72 PW Jackson Professional 50,000 1.36 0.00 1.33
73 SBRC Campbell Hill Apartments NAP NAP NAP NAP
-----------------------------------------------------------------------------------------------------------------------------------
74 PW 377 Ballardvale & 315 New Boston Portfolio 15,000 0.29 0.00 0.25
74A 377 Ballardvale Street
74B 315 New Boston Street
-----------------------------------------------------------------------------------------------------------------------------------
75 SBRC Lamar Crossing Shopping Center 25,032 0.50 0.00 0.50
76 ORIX Renner Plaza Office Building 0 0.49 17.92 0.00
77 PW Plimpton and Hills Portfolio 50,000 0.46 0.00 0.58
77A 114-146 Kings Highway East
77B 1 Maxim Road
-----------------------------------------------------------------------------------------------------------------------------------
78 PW 4444 West Bristol Road 20,000 0.91 0.04 0.47
79 SBRC Vacaville Town Center 12,500 0.75 0.03 0.36
80 PW CVS - Dorchester NAP NAP NAP NAP
81 PW RPM Warehouse 30,000 0.28 0.00 0.25
82 PW Deere Road Warehouse Buildings 55,000 0.29 0.00 0.27
83 SBRC 411-423 East 114th Street NAP NAP NAP NAP
84 PW SunTrust Centre 0 0.78 0.00 0.00
85 AMCC Lynnwood Business Center 0 0.79 0.00 0.00
86 AMCC Quad 95 0 0.68 0.00 0.00
87 SBRC Independence Court Apartments NAP NAP NAP NAP
88 SBRC 5601 Merrick Road 0 0.50 0.00 0.00
89 SBRC Pinnacle Warehouse 16,200 0.30 0.00 0.30
90 SBRC 300 Wildwood Avenue 37,267 0.66 0.00 0.66
91 PW Congress Professional Center III 10,000 1.13 1.65 0.55
92 PW Keystone Building 0 1.76 0.00 0.00
93 PW 4621 W. Napoleon 30,000 1.22 0.27 0.72
94 PW Balboa Pointe Apartments NAP NAP NAP NAP
95 SBRC Spartacus Apartments NAP NAP NAP NAP
96 SBRC Storage Depot I NAP NAP NAP NAP
97 SBRC Village Place Shopping Center 62,796 0.71 0.00 0.69
98 PW Burke Village Center 25,000 0.95 0.00 0.87
99 SBRC Tivoli Square Apartments NAP NAP NAP NAP
</TABLE>
<PAGE> 232
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM-
MENDED
MORTGAGE TAXES INSURANCE ANNUAL U/W ANNUAL
CONTROL LOAN CURRENTLY CURRENTLY REPLACEMENT REPLACEMENT
NUMBER SELLER LOAN / PROPERTY NAME ESCROWED ESCROWED RESERVES RESERVES
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre Yes Yes 5,918 5,918
101 SBRC McBee Apartments Yes Yes 28,239 28,288
102 SBRC Golden Sands Apartments Yes Yes 40,758 37,920
103 PW Eckerds - Gloversville No No 1,111 2,045
104 AMCC Dover Crossing Shopping Center Yes Yes 4,504 4,504
105 AMCC Plainville Crossing Yes No 8,499 8,575
106 AMCC Staples - Lawton No No 1,283 3,600
107 SBRC Boardwalk at Marina Bay Yes Yes 7,050 7,050
108 AMCC Kalevala Village Apartments Yes Yes 16,068 16,200
109 PW CVS - Murfreesboro No No 5,199 4,093
110 PW La Quinta Gardens Yes Yes 39,270 39,270
111 PW Urban Outfitters Ann Arbor Yes Yes 3,347 3,398
112 AMCC Kolstad Great Dane Warehouse Yes Yes 2,763 5,016
113 PW South Meadows Yes Yes 8,037 8,037
114 AMCC Pederson-Krag Center Building Yes No 6,825 6,825
115 SBRC Crosstown Self Storage Yes Yes 1,838 6,375
116 PW Esquire Apartments Yes Yes 13,052 13,052
117 AMCC Rigid Building Systems Yes Yes 3,219 14,811
118 PW Falcon Cove Apartments Yes Yes 22,175 22,500
119 ORIX CountryHouse Residences Yes Yes 7,442 8,960
120 SBRC One Centennial Drive Yes Yes 4,500 5,308
121 SBRC Diplomat Apartments Yes Yes 12,061 15,750
122 PW Avenue J Warehouse Yes Yes 8,811 8,811
123 AMCC Kiely Plaza Shopping Center Yes Yes 6,253 6,254
124 ORIX Miami Gardens Office Center Yes Yes 5,410 8,844
125 PW Texas Tech Office Building Yes Yes 11,708 4,508
126 AMCC The Village Apartments Yes Yes 18,357 19,250
-----------------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio Yes Yes 0 20,750
127A Capital Hills Apartments Yes Yes 0 4,250
127B Lyon Manor Apartments Yes Yes 0 4,500
127C Silhouette Apartments Yes Yes 0 12,000
-----------------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue Yes No 12,068 12,068
129 AMCC Henderson Building Yes Yes 3,495 3,495
130 AMCC Park Plaza Yes Yes 5,833 10,461
131 PW North Park Industrial Yes Yes 1,247 3,375
132 PW Midwood Medical Center No Yes 665 2,835
133 AMCC Southcenter Strip Retail Center Yes Yes 8,745 8,770
134 AMCC Fair Oaks Office/Retail Bldg Yes Yes 3,552 3,552
135 AMCC Southview Apartments Yes Yes 16,877 18,500
136 SBRC Monaco Apartments Yes Yes 9,585 11,750
137 AMCC Hafner Court Apartments Yes Yes 24,714 24,720
138 AMCC Loma Vista Center Yes Yes 8,664 9,613
139 AMCC Carroll Road Warehouse Yes Yes 9,671 9,671
140 AMCC Sandalwood Apartments Yes Yes 29,870 32,000
142 SBRC Bonhampton Corners Yes Yes 7,851 8,021
143 AMCC Greenway Village Shopping Center Yes Yes 5,208 5,208
144 PW Jupiter Corporate Center Yes Yes 5,410 4,328
145 AMCC Banneker Building Yes Yes 4,715 4,431
146 AMCC 3975 Landmark Street Yes Yes 6,566 6,566
</TABLE>
<TABLE>
<CAPTION>
RECOM-
ESCROWED MENDED
ESCROWED REPLACEMENT ANNUAL U/W ANNUAL
REPLACEMENT RESERVES REPLACE- REPLACE-
MORTGAGE RESERVES CURRENT MENT MENT
CONTROL LOAN INITIAL ANNUAL RESERVES RESERVES
NUMBER SELLER LOAN / PROPERTY NAME DEPOSIT DEPOSIT PSF/UNIT PSF/UNIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 0 3,621 0.25 0.25
101 SBRC McBee Apartments 0 28,288 272 272
102 SBRC Golden Sands Apartments 0 30,000 340 316
103 PW Eckerds - Gloversville 10,000 2,045 0.10 0.19
104 AMCC Dover Crossing Shopping Center 0 0 0.16 0.16
105 AMCC Plainville Crossing 0 0 0.19 0.19
106 AMCC Staples - Lawton 0 0 0.05 0.15
107 SBRC Boardwalk at Marina Bay 0 6,770 0.19 0.19
108 AMCC Kalevala Village Apartments 0 16,200 223 225
109 PW CVS - Murfreesboro 14,400 4,093 0.51 0.40
110 PW La Quinta Gardens 0 39,270 255 255
111 PW Urban Outfitters Ann Arbor 283 3,398 0.15 0.15
112 AMCC Kolstad Great Dane Warehouse 0 5,016 0.06 0.10
113 PW South Meadows 0 8,037 0.20 0.20
114 AMCC Pederson-Krag Center Building 0 0 0.23 0.23
115 SBRC Crosstown Self Storage 0 6,372 0.04 0.15
116 PW Esquire Apartments 0 13,052 251 251
117 AMCC Rigid Building Systems 0 15,299 0.03 0.15
118 PW Falcon Cove Apartments 0 22,500 246 250
119 ORIX CountryHouse Residences 0 8,960 233 280
120 SBRC One Centennial Drive 0 5,307 0.08 0.10
121 SBRC Diplomat Apartments 0 17,750 191 250
122 PW Avenue J Warehouse 0 8,811 0.15 0.15
123 AMCC Kiely Plaza Shopping Center 0 0 0.26 0.26
124 ORIX Miami Gardens Office Center 0 8,844 0.12 0.20
125 PW Texas Tech Office Building 96,115 6,010 0.39 0.15
126 AMCC The Village Apartments 0 19,250 238 250
-----------------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio 0 20,750 0.00 250
127A Capital Hills Apartments 0.00 250
127B Lyon Manor Apartments 0.00 250
127C Silhouette Apartments 0.00 250
-----------------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue 0 12,068 0.18 0.18
129 AMCC Henderson Building 0 2,504 0.28 0.28
130 AMCC Park Plaza 0 0 0.17 0.30
131 PW North Park Industrial 0 6,750 0.04 0.10
132 PW Midwood Medical Center 0 3,780 0.04 0.15
133 AMCC Southcenter Strip Retail Center 0 0 0.36 0.36
134 AMCC Fair Oaks Office/Retail Bldg 0 0 0.33 0.33
135 AMCC Southview Apartments 0 16,872 228 250
136 SBRC Monaco Apartments 0 11,750 204 250
137 AMCC Hafner Court Apartments 0 20,000 309 309
138 AMCC Loma Vista Center 0 9,613 0.34 0.37
139 AMCC Carroll Road Warehouse 0 0 0.22 0.22
140 AMCC Sandalwood Apartments 0 32,000 233 250
142 SBRC Bonhampton Corners 22,813 8,021 0.23 0.23
143 AMCC Greenway Village Shopping Center 0 0 0.16 0.16
144 PW Jupiter Corporate Center 25,000 4,328 0.25 0.20
145 AMCC Banneker Building 0 0 0.23 0.22
146 AMCC 3975 Landmark Street 0 0 0.20 0.20
</TABLE>
<TABLE>
<CAPTION>
ESCROWED
ESCROWED REPLACEMENT
REPLACEMENT RESERVES ESCROWED
RESERVES CURRENT TI/LC
MORTGAGE INITIAL ANNUAL U/W ANNUAL RESERVES
CONTROL LOAN DEPOSIT DEPOSIT TI/LC INITIAL
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT PSF/UNIT RESERVES DEPOSIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 0.00 0.15 18,655 0
101 SBRC McBee Apartments 0.00 272 NAP NAP
102 SBRC Golden Sands Apartments 0.00 250 NAP NAP
103 PW Eckerds - Gloversville 0.92 0.19 NAP NAP
104 AMCC Dover Crossing Shopping Center 0.00 0.00 20,553 200,000
105 AMCC Plainville Crossing 0.00 0.00 22,701 100,000
106 AMCC Staples - Lawton 0.00 0.00 7,839 0
107 SBRC Boardwalk at Marina Bay 0.00 0.18 34,601 0
108 AMCC Kalevala Village Apartments 0.00 225 NAP NAP
109 PW CVS - Murfreesboro 1.41 0.40 NAP NAP
110 PW La Quinta Gardens 0.00 255 NAP NAP
111 PW Urban Outfitters Ann Arbor 0.01 0.15 21,518 833
112 AMCC Kolstad Great Dane Warehouse 0.00 0.10 12,931 100,000 LOC
113 PW South Meadows 0.00 0.20 26,375 0
114 AMCC Pederson-Krag Center Building 0.00 0.00 16,522 0
115 SBRC Crosstown Self Storage 0.00 0.15 NAP NAP
116 PW Esquire Apartments 0.00 251 NAP NAP
117 AMCC Rigid Building Systems 0.00 0.15 18,216 0
118 PW Falcon Cove Apartments 0.00 250 NAP NAP
119 ORIX CountryHouse Residences 0.00 280 NAP NAP
120 SBRC One Centennial Drive 0.00 0.10 16,986 0
121 SBRC Diplomat Apartments 0.00 282 NAP NAP
122 PW Avenue J Warehouse 0.00 0.15 16,679 0
123 AMCC Kiely Plaza Shopping Center 0.00 0.00 19,725 0
124 ORIX Miami Gardens Office Center 0.00 0.20 34,941 28,000
125 PW Texas Tech Office Building 3.20 0.20 35,273 0
126 AMCC The Village Apartments 0.00 250 NAP NAP
-----------------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio 0.00 250 NAP NAP
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
-----------------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue 0.00 0.18 19,316 0
129 AMCC Henderson Building 0.00 0.20 14,048 0
130 AMCC Park Plaza 0.00 0.00 46,949 0
131 PW North Park Industrial 0.00 0.20 11,799 0
132 PW Midwood Medical Center 0.00 0.20 32,009 0
133 AMCC Southcenter Strip Retail Center 0.00 0.00 23,624 0
134 AMCC Fair Oaks Office/Retail Bldg 0.00 0.00 16,064 15,000
135 AMCC Southview Apartments 0.00 228 NAP NAP
136 SBRC Monaco Apartments 0.00 250 NAP NAP
137 AMCC Hafner Court Apartments 0.00 250 NAP NAP
138 AMCC Loma Vista Center 0.00 0.37 18,925 22,400
139 AMCC Carroll Road Warehouse 0.00 0.00 19,314 0
140 AMCC Sandalwood Apartments 0.00 250 NAP NAP
142 SBRC Bonhampton Corners 0.65 0.23 36,808 0
143 AMCC Greenway Village Shopping Center 0.00 0.00 26,934 0
144 PW Jupiter Corporate Center 1.16 0.20 30,660 0
145 AMCC Banneker Building 0.00 0.00 45,341 29,020
146 AMCC 3975 Landmark Street 0.00 0.00 13,690 0
</TABLE>
<TABLE>
<CAPTION>
ESCROWED
ESCROWED ESCROWED TI/LC
TI/LC TI/LC RESERVES
RESERVES U/W RESERVES CURRENT
MORTGAGE CURRENT ANNUAL TI/LC INITIAL ANNUAL
CONTROL LOAN ANNUAL RESERVES DEPOSIT DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME DEPOSIT PSF/UNIT PSF/UNIT PSF/UNIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100 AMCC Foothills Village Centre 14,485 0.77 0.00 0.60
101 SBRC McBee Apartments NAP NAP NAP NAP
102 SBRC Golden Sands Apartments NAP NAP NAP NAP
103 PW Eckerds - Gloversville NAP NAP NAP NAP
104 AMCC Dover Crossing Shopping Center 21,624 0.71 6.92 0.75
105 AMCC Plainville Crossing 10,200 0.49 2.18 0.22
106 AMCC Staples - Lawton 11,544 0.33 0.00 0.48
107 SBRC Boardwalk at Marina Bay 31,592 0.92 0.00 0.84
108 AMCC Kalevala Village Apartments NAP NAP NAP NAP
109 PW CVS - Murfreesboro NAP NAP NAP NAP
110 PW La Quinta Gardens NAP NAP NAP NAP
111 PW Urban Outfitters Ann Arbor 10,000 0.95 0.04 0.44
112 AMCC Kolstad Great Dane Warehouse 0 0.26 1.99 LOC 0.00
113 PW South Meadows 0 0.67 0.00 0.00
114 AMCC Pederson-Krag Center Building 0 0.56 0.00 0.00
115 SBRC Crosstown Self Storage NAP NAP NAP NAP
116 PW Esquire Apartments NAP NAP NAP NAP
117 AMCC Rigid Building Systems 45,896 0.18 NAP 0.45
118 PW Falcon Cove Apartments NAP NAP NAP NAP
119 ORIX CountryHouse Residences NAP NAP NAP NAP
120 SBRC One Centennial Drive 15,924 0.32 0.00 0.30
121 SBRC Diplomat Apartments NAP NAP NAP NAP
122 PW Avenue J Warehouse 12,000 0.28 0.00 0.20
123 AMCC Kiely Plaza Shopping Center 8,400 0.83 0.00 0.35
124 ORIX Miami Gardens Office Center 38,640 0.79 0.63 0.87
125 PW Texas Tech Office Building 15,000 1.17 0.00 0.50
126 AMCC The Village Apartments NAP NAP NAP NAP
-----------------------------------------------------------------------------------------------------------------------------------
127 PW Des Moines Apartments Portfolio NAP NAP NAP NAP
127A Capital Hills Apartments
127B Lyon Manor Apartments
127C Silhouette Apartments
-----------------------------------------------------------------------------------------------------------------------------------
128 PW 69-75 Lehigh Avenue 20,000 0.29 0.00 0.30
129 AMCC Henderson Building 12,312 1.14 0.00 1.00
130 AMCC Park Plaza 0 1.33 NAP NAP
131 PW North Park Industrial 0 0.35 0.00 0.00
132 PW Midwood Medical Center 30,000 1.69 0.00 1.59
133 AMCC Southcenter Strip Retail Center 0 0.97 0.00 0.00
134 AMCC Fair Oaks Office/Retail Bldg 0 1.47 1.38 0.00
135 AMCC Southview Apartments NAP NAP NAP NAP
136 SBRC Monaco Apartments NAP NAP NAP NAP
137 AMCC Hafner Court Apartments NAP NAP NAP NAP
138 AMCC Loma Vista Center 12,820 0.74 0.87 0.50
139 AMCC Carroll Road Warehouse 0 0.43 0.00 0.00
140 AMCC Sandalwood Apartments NAP NAP NAP NAP
142 SBRC Bonhampton Corners 34,873 1.06 0.00 1.00
143 AMCC Greenway Village Shopping Center 0 0.81 0.00 0.00
144 PW Jupiter Corporate Center 30,000 1.42 0.00 1.39
145 AMCC Banneker Building 0 2.25 1.44 0.00
146 AMCC 3975 Landmark Street 0 0.42 0.00 0.00
</TABLE>
<PAGE> 233
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM-
MENDED
MORTGAGE TAXES INSURANCE ANNUAL U/W ANNUAL
CONTROL LOAN CURRENTLY CURRENTLY REPLACEMENT REPLACEMENT
NUMBER SELLER LOAN / PROPERTY NAME ESCROWED ESCROWED RESERVES RESERVES
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
147 PW Carrington Heights & Plaza Apts Portfolio Yes Yes 19,432 22,925
147A Carrington Heights Apartments Yes Yes 8,628 10,000
147B Plaza Apartments Yes Yes 10,804 12,925
-----------------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building Yes Yes 6,231 6,231
-----------------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio Yes Yes 13,179 14,569
149A Pond Street Apartments Yes Yes 7,569 7,569
149B North Court Apartments Yes Yes 5,610 7,000
-----------------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center Yes No 3,830 4,436
151 PW Paradise Palm Mobile Home Park Yes Yes 1,408 3,200
152 AMCC Kennewick Square Yes Yes 9,458 4,339
153 AMCC Party City Yes Yes 1,878 1,878
154 AMCC Blue Devils Building Yes Yes 5,711 5,711
155 AMCC Schuck's Retail Center Yes Yes 1,885 1,885
156 AMCC Northwood Estates Yes Yes 1,610 3,700
157 AMCC Miramar Commerce Center Yes Yes 8,092 8,092
158 AMCC South Bay Industrial Yes Yes 4,876 4,876
159 AMCC Bloomfield Center Yes Yes 892 2,225
160 AMCC Park Willow Apartments Yes Yes 13,927 14,400
161 AMCC Belmond Center Yes Yes 5,488 5,487
162 AMCC Riverwood Apartments Yes Yes 11,025 12,500
163 PW 85 Second Avenue Yes Yes 0 1,135
164 AMCC PGE Buildings No No 4,141 4,141
165 AMCC Carroll Canyon Road Industrial Condos No No 7,075 7,075
166 AMCC Myrex Manufacturing Plant & Corporate Offices Yes No 13,468 13,468
167 PW St. James Apartments Yes Yes 7,200 7,200
168 AMCC Walnut Creek Shopping Center Yes Yes 757 1,015
169 AMCC Quail Hollow Mini Storage Yes Yes 476 5,933
170 PW CVS - Lowell Yes Yes 3,250 3,250
171 AMCC Freeway Industries Center No No 6,706 6,706
172 AMCC AT&T Building No No 875 3,070
173 AMCC PBR III Yes Yes 7,085 7,085
174 PW Ivory Garden Apartments Yes Yes 7,497 12,250
175 AMCC Knoxville Square Yes Yes 1,893 1,893
176 SBRC Parthenia Garden Apartments Yes Yes 4,430 11,000
177 AMCC Larkfield Road Office Building Yes No 3,459 3,459
178 AMCC Kings Kourt Apartments Yes Yes 10,963 12,600
179 AMCC Philomath Self-Storage Yes Yes 5,108 5,108
180 AMCC Aztec Building Yes Yes 5,192 5,192
181 AMCC Stone Mountain Carpet Mill Outlet Yes Yes 5,102 5,102
182 PW 10 Jewel Drive Yes Yes 2,147 3,683
183 AMCC Williams Road Office Building Yes Yes 1,531 2,400
184 AMCC Wheeling Service Center Yes Yes 4,222 12,158
185 AMCC 650 New Road Office Building Yes Yes 2,150 2,583
186 PW Pine Street Apartments Yes Yes 3,000 3,600
187 AMCC The Certex Building Yes No 1,906 2,020
188 AMCC Pheasant Run Shopping Center Yes Yes 4,883 4,883
189 AMCC Runnin' Rebel Plaza Yes Yes 5,465 6,616
190 AMCC Vic Huber Photgraphy Building Yes Yes 3,756 3,756
191 AMCC Hollywood Video-Westland No No 1,397 1,397
192 PW Reading Business Center Yes Yes 4,009 6,074
193 AMCC National Die & Button Mould Company Yes No 5,896 5,923
194 AMCC Metropolitan Square Shopping Center Yes Yes 3,269 6,182
</TABLE>
<TABLE>
<CAPTION>
RECOM-
ESCROWED MENDED
ESCROWED REPLACEMENT ANNUAL U/W ANNUAL
REPLACEMENT RESERVES REPLACE- REPLACE-
MORTGAGE RESERVES CURRENT MENT MENT
CONTROL LOAN INITIAL ANNUAL RESERVES RESERVES
NUMBER SELLER LOAN / PROPERTY NAME DEPOSIT DEPOSIT PSF/UNIT PSF/UNIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
147 PW Carrington Heights & Plaza Apts Portfolio 0 26,100 223 264
147A Carrington Heights Apartments 216 250
147B Plaza Apartments 230 275
-----------------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building 0 0 0.23 0.23
-----------------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio 0 14,819 227 251
149A Pond Street Apartments 252 252
149B North Court Apartments 200 250
-----------------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center 0 0 0.14 0.16
151 PW Paradise Palm Mobile Home Park 0 3,200 22.00 50
152 AMCC Kennewick Square 0 0 0.33 0.15
153 AMCC Party City 0 0 0.16 0.16
154 AMCC Blue Devils Building 0 0 0.25 0.25
155 AMCC Schuck's Retail Center 0 0 0.16 0.16
156 AMCC Northwood Estates 0 3,696 21.76 50
157 AMCC Miramar Commerce Center 0 0 0.21 0.21
158 AMCC South Bay Industrial 0 0 0.15 0.15
159 AMCC Bloomfield Center 0 0 0.06 0.15
160 AMCC Park Willow Apartments 0 14,400 290 300
161 AMCC Belmond Center 0 0 0.21 0.21
162 AMCC Riverwood Apartments 0 12,500 221 250
163 PW 85 Second Avenue 0 1,335 0.00 0.44
164 AMCC PGE Buildings 0 0 0.13 0.13
165 AMCC Carroll Canyon Road Industrial Condos 0 0 0.26 0.26
166 AMCC Myrex Manufacturing Plant & Corporate Offices 0 0 0.17 0.17
167 PW St. James Apartments 0 7,200 300 300
168 AMCC Walnut Creek Shopping Center 0 0 0.07 0.10
169 AMCC Quail Hollow Mini Storage 0 0 0.01 0.14
170 PW CVS - Lowell 0 3,250 0.37 0.37
171 AMCC Freeway Industries Center 0 0 0.13 0.13
172 AMCC AT&T Building 0 0 0.03 0.10
173 AMCC PBR III 0 0 0.22 0.22
174 PW Ivory Garden Apartments 1,021 12,250 153 250
175 AMCC Knoxville Square 0 0 0.19 0.19
176 SBRC Parthenia Garden Apartments 0 11,000 101 250
177 AMCC Larkfield Road Office Building 0 0 0.18 0.18
178 AMCC Kings Kourt Apartments 0 11,550 261 300
179 AMCC Philomath Self-Storage 0 0 0.13 0.13
180 AMCC Aztec Building 0 0 0.17 0.17
181 AMCC Stone Mountain Carpet Mill Outlet 0 0 0.17 0.17
182 PW 10 Jewel Drive 0 3,683 0.09 0.15
183 AMCC Williams Road Office Building 0 0 0.16 0.25
184 AMCC Wheeling Service Center 0 0 0.03 0.10
185 AMCC 650 New Road Office Building 0 0 0.21 0.26
186 PW Pine Street Apartments 0 4,200 250 300
187 AMCC The Certex Building 0 0 0.09 0.10
188 AMCC Pheasant Run Shopping Center 0 0 0.25 0.25
189 AMCC Runnin' Rebel Plaza 0 0 0.20 0.24
190 AMCC Vic Huber Photgraphy Building 0 0 0.28 0.28
191 AMCC Hollywood Video-Westland 0 0 0.19 0.19
192 PW Reading Business Center 0 12,147 0.07 0.10
193 AMCC National Die & Button Mould Company 0 0 0.23 0.23
194 AMCC Metropolitan Square Shopping Center 0 0 0.11 0.20
</TABLE>
<TABLE>
<CAPTION>
ESCROWED
ESCROWED REPLACEMENT
REPLACEMENT RESERVES ESCROWED
RESERVES CURRENT TI/LC
MORTGAGE INITIAL ANNUAL U/W ANNUAL RESERVES
CONTROL LOAN DEPOSIT DEPOSIT TI/LC INITIAL
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT PSF/UNIT RESERVES DEPOSIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio 0.00 300 NAP NAP
147A Carrington Heights Apartments
147B Plaza Apartments
-----------------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building 0.00 0.00 37,188 8,721
-----------------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio 0.00 256 NAP NAP
149A Pond Street Apartments
149B North Court Apartments
-----------------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center 0.00 0.00 29,158 0
151 PW Paradise Palm Mobile Home Park 0.00 50 NAP NAP
152 AMCC Kennewick Square 0.00 0.00 24,323 0
153 AMCC Party City 0.00 0.00 8,139 0
154 AMCC Blue Devils Building 0.00 0.00 19,906 0
155 AMCC Schuck's Retail Center 0.00 0.00 7,012 0
156 AMCC Northwood Estates 0.00 50 NAP NAP
157 AMCC Miramar Commerce Center 0.00 0.00 23,395 0
158 AMCC South Bay Industrial 0.00 0.00 17,237 0
159 AMCC Bloomfield Center 0.00 0.00 9,914 0
160 AMCC Park Willow Apartments 0.00 300 NAP NAP
161 AMCC Belmond Center 0.00 0.00 15,965 0
162 AMCC Riverwood Apartments 0.00 250 NAP NAP
163 PW 85 Second Avenue 0.00 0.52 2,385 0
164 AMCC PGE Buildings 0.00 0.00 21,323 0
165 AMCC Carroll Canyon Road Industrial Condos 0.00 0.00 16,699 0
166 AMCC Myrex Manufacturing Plant & Corporate Offices 0.00 0.00 22,168 0
167 PW St. James Apartments 0.00 300 NAP NAP
168 AMCC Walnut Creek Shopping Center 0.00 0.00 7,702 0
169 AMCC Quail Hollow Mini Storage 0.00 0.00 NAP NAP
170 PW CVS - Lowell 0.00 0.37 4,168 0
171 AMCC Freeway Industries Center 0.00 0.00 18,563 0
172 AMCC AT&T Building 0.00 0.00 16,015 0
173 AMCC PBR III 0.00 0.00 15,868 0
174 PW Ivory Garden Apartments 20.83 250 NAP NAP
175 AMCC Knoxville Square 0.00 0.00 6,767 0
176 SBRC Parthenia Garden Apartments 0.00 250 NAP NAP
177 AMCC Larkfield Road Office Building 0.00 0.00 22,661 0
178 AMCC Kings Kourt Apartments 0.00 275 NAP NAP
179 AMCC Philomath Self-Storage 0.00 0.00 NAP NAP
180 AMCC Aztec Building 0.00 0.00 30,780 0
181 AMCC Stone Mountain Carpet Mill Outlet 0.00 0.00 15,507 0
182 PW 10 Jewel Drive 0.00 0.15 6,997 92,600
183 AMCC Williams Road Office Building 0.00 0.00 16,115 0
184 AMCC Wheeling Service Center 0.00 0.00 70,887 0
185 AMCC 650 New Road Office Building 0.00 0.00 9,285 0
186 PW Pine Street Apartments 0.00 350 NAP NAP
187 AMCC The Certex Building 0.00 0.00 12,911 0
188 AMCC Pheasant Run Shopping Center 0.00 0.00 16,016 0
189 AMCC Runnin' Rebel Plaza 0.00 0.00 22,332 0
190 AMCC Vic Huber Photgraphy Building 0.00 0.00 7,263 170,000
191 AMCC Hollywood Video-Westland 0.00 0.00 5,552 0
192 PW Reading Business Center 0.00 0.20 26,760 0
193 AMCC National Die & Button Mould Company 0.00 0.00 4,678 0
194 AMCC Metropolitan Square Shopping Center 0.00 0.00 24,158 0
</TABLE>
<TABLE>
<CAPTION>
ESCROWED
ESCROWED ESCROWED TI/LC
TI/LC TI/LC RESERVES
RESERVES U/W RESERVES CURRENT
MORTGAGE CURRENT ANNUAL TI/LC INITIAL ANNUAL
CONTROL LOAN ANNUAL RESERVES DEPOSIT DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME DEPOSIT PSF/UNIT PSF/UNIT PSF/UNIT
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
147 PW Carrington Heights & Plaza Apts Portfolio NAP NAP NAP NAP
147A Carrington Heights Apartments
147B Plaza Apartments
-----------------------------------------------------------------------------------------------------------------------------------
148 AMCC 88 Sunnyside Building 0 1.39 0.33 0.00
-----------------------------------------------------------------------------------------------------------------------------------
149 PW Pond Street & North Court Apts. Portfolio NAP NAP NAP NAP
149A Pond Street Apartments
149B North Court Apartments
-----------------------------------------------------------------------------------------------------------------------------------
150 AMCC Plaza Northwest Shopping Center 0 1.06 0.00 0.00
151 PW Paradise Palm Mobile Home Park NAP NAP NAP NAP
152 AMCC Kennewick Square 0 0.84 0.00 0.00
153 AMCC Party City 0 0.68 0.00 0.00
154 AMCC Blue Devils Building 0 0.88 0.00 0.00
155 AMCC Schuck's Retail Center 0 0.59 0.00 0.00
156 AMCC Northwood Estates NAP NAP NAP NAP
157 AMCC Miramar Commerce Center 0 0.62 0.00 0.00
158 AMCC South Bay Industrial 0 0.51 0.00 0.00
159 AMCC Bloomfield Center 0 0.66 0.00 0.00
160 AMCC Park Willow Apartments NAP NAP NAP NAP
161 AMCC Belmond Center 0 0.62 0.00 0.00
162 AMCC Riverwood Apartments NAP NAP NAP NAP
163 PW 85 Second Avenue 5,000 0.93 0.00 1.95
164 AMCC PGE Buildings 0 0.65 0.00 0.00
165 AMCC Carroll Canyon Road Industrial Condos 0 0.61 0.00 0.00
166 AMCC Myrex Manufacturing Plant & Corporate Offices 0 0.27 0.00 0.00
167 PW St. James Apartments NAP NAP NAP NAP
168 AMCC Walnut Creek Shopping Center 0 0.76 0.00 0.00
169 AMCC Quail Hollow Mini Storage NAP NAP NAP NAP
170 PW CVS - Lowell 4,000 0.48 0.00 0.46
171 AMCC Freeway Industries Center 0 0.35 0.00 0.00
172 AMCC AT&T Building 0 0.52 0.00 0.00
173 AMCC PBR III 0 0.48 0.00 0.00
174 PW Ivory Garden Apartments NAP NAP NAP NAP
175 AMCC Knoxville Square 0 0.66 0.00 0.00
176 SBRC Parthenia Garden Apartments NAP NAP NAP NAP
177 AMCC Larkfield Road Office Building 0 1.17 0.00 0.00
178 AMCC Kings Kourt Apartments NAP NAP NAP NAP
179 AMCC Philomath Self-Storage NAP NAP NAP NAP
180 AMCC Aztec Building 0 1.01 0.00 0.00
181 AMCC Stone Mountain Carpet Mill Outlet 0 0.51 0.00 0.00
182 PW 10 Jewel Drive 7,000 0.29 3.77 0.29
183 AMCC Williams Road Office Building 0 1.68 0.00 0.00
184 AMCC Wheeling Service Center 0 0.58 0.00 0.00
185 AMCC 650 New Road Office Building 24,000 0.92 0.00 2.37
186 PW Pine Street Apartments NAP NAP NAP NAP
187 AMCC The Certex Building 0 0.64 0.00 0.00
188 AMCC Pheasant Run Shopping Center 0 0.82 0.00 0.00
189 AMCC Runnin' Rebel Plaza 0 0.80 0.00 0.00
190 AMCC Vic Huber Photgraphy Building 0 0.53 12.51 0.00
191 AMCC Hollywood Video-Westland 0 0.74 0.00 0.00
192 PW Reading Business Center 15,000 0.44 0.00 0.25
193 AMCC National Die & Button Mould Company 0 0.18 0.00 0.00
194 AMCC Metropolitan Square Shopping Center 0 0.78 0.00 0.00
</TABLE>
<PAGE> 234
ANNEX A-2
INFORMATION REGARDING THE UNDERLYING CTL LOANS
Annex A-2-1
<PAGE> 235
INFORMATION REGARDING THE UNDERLYING CTL LOANS
<TABLE>
<S> <C> <C> <C>
Loan ID 9492 9925 10003
Property Name/Location CVS - Dorchester Eckerds - Gloversville CVS - Murfreesboro
Lessee Gallivan CVS, Inc. Fay's Incorporated Hook - SupeRx, Inc.
Guarantor CVS Corporation Eckerd Corporation CVS Corporation
Guarantor Ratings (S&P/Moodys) A/A3 BBB/Baa2 A/A3
Property-Type CTL - retail CTL - retail CTL - retail
Lease type (bondable, casualty/condemnation
only, NNN, NN) NN Made Bondable NN Made Bondable NN Made Bondable
Cut-off balance 3,155,510.04 2,409,905.67 2,178,864.95
Leased Appraised Value 3,700,000 3,110,000 2,650,000
Current Leased LTV 85.28% 77.49% 82.22%
As Dark Appraised Value 3,130,000 2,660,000 1,742,000
Current Dark LTV 100.82% 90.60% 125.08%
Stated Maturity Date 1/5/20 7/1/19 2/1/20
Lease Initial Termination Date 01/31/20 07/26/19 01/31/20
Cut-Off Date Monthly Debt Service 27,295 22,073 18,409
DSCR 1.01 1.01 1.01
First Step Date of Debt Service 11/05/04 07/01/09 03/01/05
First Step Date Monthly Debt Service $28,949 $22,133 $19,512
First Step Date DSCR 1.01 1.01 1.01
Second Step Date of Debt Service 11/05/09 08/01/09 03/01/10
Second Step Date Monthly Debt Service $30,703 $22,523 $20,690
Second Step Date DSCR 1.01 1.01 1.01
Third Step Date of Debt Service 11/05/14 07/01/19 03/01/15
Third Step Date Monthly Debt Service $32,561 $25,157 $21,934
Third Step Date DSCR 1.01 1.01 1.01
</TABLE>
<PAGE> 236
ANNEX B
FORM OF TRUSTEE REPORT
Annex B-1
<PAGE> 237
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
CONTACT INFORMATION
<TABLE>
<CAPTION>
FUNCTION NAMES / ADDRESSES
-------- -----------------
<S> <C>
MASTER SERVICER
Orix Real Estate Capital Markets, LLC.
1717 Main Street, 14th Floor
Dallas, TX 75201
SPECIAL SERVICER
Orix Real Estate Capital Markets, LLC.
1717 Main Street, 14th Floor
Dallas, TX 75201
PAYING AGENT
Chase Manhattan Bank
450 W. 33rd Street, 14th Floor
New York, NY 10001
(212) 946-3200
TRUSTEE
Norwest Bank Minnesota, N.A.
3 New York Plaza
New York, NY 10004
RELATIONSHIP MANAGER Jennifer Bohannon
(212) 946-7600
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.
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 238
DISTRIBUTION DATE: PAGE 2 OF 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Distribution in Dollars
<TABLE>
<CAPTION>
Class CUSIP Current Pass Original Face Beginning Principal Interest Prepayment Total Realized Ending
Through Rate Value Principal Premiums/Yield Losses/Trust Principal
Balance Maint Charges Expenses Balance
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <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
</TABLE>
<TABLE>
<CAPTION>
Class CUSIP Current Pass Original Face Beginning Principal Interest Prepayment Total Realized Ending
Through Rate Value Principal Premiums/Yield Losses/Trust Principal
Balance Maint Charges Expenses Balance
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
X
</TABLE>
[CHASE LOGO] Reports available at www.chase.com/sfa (C)2000, CHASE MANHATTAN
BANK
<PAGE> 239
DISTRIBUTION DATE: PAGE 3 OF 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Factor Information per $1,000 of Original Face
<TABLE>
<CAPTION>
Class CUSIP Beginning Principal Principal Interest Prepayment Total Realized Ending Principal
Factor Premiums/Yield Losses/Trust Balance
Maint Charges Expenses
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <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
</TABLE>
<TABLE>
<CAPTION>
Class CUSIP Beginning Principal Principal Interest Prepayment Total Realized Ending Principal
Factor Premiums/Yield Losses/Trust Balance
Maint Charges Expenses
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
X
</TABLE>
[CHASE LOGO] Reports available at www.chase.com/sfa (C)2000, CHASE MANHATTAN
BANK
<PAGE> 240
DISTRIBUTION DATE: PAGE 4 OF 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
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>
Balance Information
<TABLE>
<CAPTION>
Group Loan Scheduled Beginning Beginning Beginning Ending Ending Ending
Count at Balance at Loan Scheduled Unpaid Loan Scheduled Unpaid
Securitization Securitization Count Balance Balance 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>
Period Number Aggregated Percentage
Principal Balance
--------------------------------------------------------
<S> <C> <C> <C>
1 Month %
2 Months %
3+ Months %
In Foreclosure %
REO %
Bankruptcies %
--------------------------------------------------------
TOTALS %
</TABLE>
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 241
DISTRIBUTION DATE: PAGE 5 OF 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Prepayment Penalties
<TABLE>
<CAPTION>
Class Prepayment Yield Maintenance
Premium
---------------------------------------
<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>
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 242
DISTRIBUTION DATE: PAGE 6 OF 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Fee Summary
<TABLE>
<S> <C>
Servicing Fees 0
Sub Servicing Fees 0
Trustee Fees 0
Special Servicer Fee 0
Workout Fee 0
</TABLE>
Appraisal Reduction Amounts
<TABLE>
<CAPTION>
Loan Number Appraisal Appraisal
Reduction Effected Reduction Amount
Date
---------------------------------------------------
<S> <C> <C>
none
</TABLE>
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 243
DISTRIBUTION DATE: PAGE 7 OF 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Interest Detail
<TABLE>
<CAPTION>
Class Accrued Prepayment Beginning Interest Total Certificate Ending
Certificate Interest Unpaid Loss Interest Interest Unpaid
Interest Shortfall Interest 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> 244
DISTRIBUTION DATE: PAGE 8 OF 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE RATINGS DETAIL
<TABLE>
<CAPTION>
Original Ratings Changed Ratings/Change Date(1)
Class CUSIP ----------------------------- ------------------------------
DCR Fitch Moody's S & P DCR Fitch Moody's S & P
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</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.
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 245
DISTRIBUTION DATE: PAGE 9 OF 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
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>
Reports Available at www.chase.com/sfa
[CHASE LOGO] (C)2000, CHASE MANHATTAN BANK
<PAGE> 246
DISTRIBUTION DATE: PAGE 10 OF 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY CURRENT NOTE RATE
<TABLE>
<CAPTION>
Weighted Average
# of Principal Balance % of Agg. -----------------------------
Current Note Rate Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
0.000000% to 7.500000% 0 0.00 0 0.000000 0.000000
7.510000% to 7.750000% 0 0.00 0 0.000000 0.000000
7.760000% to 8.000000% 0 0.00 0 0.000000 0.000000
8.010000% to 8.250000% 0 0.00 0 0.000000 0.000000
8.260000% to 8.500000% 0 0.00 0 0.000000 0.000000
8.510000% to 8.750000% 0 0.00 0 0.000000 0.000000
8.760000% to 9.000000% 0 0.00 0 0.000000 0.000000
9.010000% to 9.250000% 0 0.00 0 0.000000 0.000000
9.260000% to 9.500000% 0 0.00 0 0.000000 0.000000
9.510000% to 9.750000% 0 0.00 0 0.000000 0.000000
9.760000% to 10.000000% 0 0.00 0 0.000000 0.000000
10.010000% to 11.010000% 0 0.00 0 0.000000 0.000000
-------------------------------------------------------------------------------------------------
Totals 0 0.00 0.00 0 0.000000 0.000000
</TABLE>
STRATIFICATION BY DEBT SERVICE COVERAGE RATIO
<TABLE>
<CAPTION>
Weighted Average
# of Principal Balance % of Agg. -----------------------------
Debt Service Coverage Ratio Loans ($) 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 0.00 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 ($) Prin. Bal. WAM Note Rate(%) DSCR
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
70 months or Less 0 0.00 0 0.000000 0.000000
71 months to 90 months 0 0.00 0 0.000000 0.000000
91 months to 110 months 0 0.00 0 0.000000 0.000000
111 months to 115 months 0 0.00 0 0.000000 0.000000
116 months to 120 months 0 0.00 0 0.000000 0.000000
121 months to 200 months 0 0.00 0 0.000000 0.000000
201 months to 274 months 0 0.00 0 0.000000 0.000000
-------------------------------------------------------------------------------------------------
Totals 0 0.00 0.00 0 0.000000 0.000000
</TABLE>
STRATIFICATION BY REMAINING STATED TERM (FULLY AMORTIZING LOANS ONLY)
<TABLE>
<CAPTION>
Weighted Average
# of Principal Balance % of Agg. -----------------------------
Remaining Stated Term Loans ($) 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>
Reports Available at www.chase.com/sfa
[CHASE LOGO] (C)2000, CHASE MANHATTAN BANK
<PAGE> 247
DISTRIBUTION DATE: Page 11 of 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY PROPERTY TYPE
<TABLE>
<CAPTION>
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> 248
DISTRIBUTION DATE: Page 12 of 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
LOAN STATUS DETAIL
<TABLE>
<CAPTION>
Loan Offering Property City State Scheduled Scheduled Note Maturity Neg Beginning Ending
Number Memo Type Principal Interest Rate Date Amt Scheduled Scheduled
Cross (I) Amount Amount Flag Balance Balance
Reference
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Loan Paid Appraisal Appraisal Has Loan Loan
Number Through Reduction Reduction Ever Been Status
Date Date Amount Specially Code
Serviced? (II)
(Y/N)
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
</TABLE>
(I) Property Type Code :
CH Church
CO Condo, Coop or TH
HC Health Care
HO Hotel
IF Industrial/Flex
IN Industrial
LO Lodging
MF Multi Family
MH Mobile Home Park
MP Multiple Properties
MS Mini Storage
MU Mixed Use
NE Non-Exempt
OF Office
OT Other
PD Plan Unit Development
RO Retail/Office
RT Retail
SC School, HCF or WF
SE Securities
SF Single Family
SS Self Storage
WH Warehouse
(II) Loan Status Code :
1. Specially Serviced
2. Foreclosure
3. Bankruptcy
4. REO
5. Prepayment in Full
6. Discounted Payoff
7. Foreclosure Sale
8. Bankruptcy Sale
9. REO Disposal
10. Modification/Workout
11. Rehabilitation
[CHASE LOGO]
Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 249
DISTRIBUTION DATE: Page 13 of 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
PROPERTY HISTORY DETAIL
<TABLE>
<CAPTION>
Data of Last
-------------------------- No. Months
Offering Memo Financial Revenue
Loan Number Cross Reference Property Name Inspection Statement Annualized
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Annual Estimate based on
Current Quarter Prior Full Year
--------------------------- ----------------------------
Loan Number NOI DSCR Occupancy NOI DSCR Occupancy
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
NO PROPERTY HISTORY REPORTED THIS PERIOD
[CHASE LOGO]Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 250
DISTRIBUTION DATE: Page 14 of 19
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
DELINQUENCY LOAN DETAIL
<TABLE>
<CAPTION>
Loan Number Offering # of Months Paid Through Current Loan Balance Current Outstanding P&I Advance
Memo Cross Delinquent Date P&I Advances ** Description
Reference Advances (I)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NO DELINQUENT LOANS REPORTED THIS PERIOD
</TABLE>
<TABLE>
<CAPTION>
Current Outstanding Outstanding
Loan Number Loan Special Foreclosure Property Property Property
Status Servicer Date Protection Protection Bankruptcy REO
(II) Start Date Advances Advances Date Date
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NO DELINQUENT LOANS REPORTED THIS PERIOD
</TABLE>
(I) Advance Description: A. In grace period
B. Late but < 1 month
1. 1 month delinquent
2. 2 months delinquent
3. 3+ months delinquent
** Outstanding P&I advances include current period.
(II) Loan Status Code: 1. Specially Serviced
2. Foreclosure
3. Bankruptcy
4. REO
5. Prepayment in Full
6. Discounted Payoff
7. Foreclosure Sale
8. Bankruptcy Sale
9. REO Disposal
10. Modification/Workout
11. Rehabilitation
[CHASE LOGO]Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 251
DISTRIBUTION DATE : Page 15 of 19
RECORD DATE :
CLOSING DATE :
NEXT PMT DATE :
MATURITY DATE :
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
SPECIALLY SERVICED LOAN DETAIL LOAN
<TABLE>
<CAPTION>
Loan Special Offering Property Date of Transfer Inspection Appraisal Appraisal Comments
Number Service Memo Type Balance to Specially Date Date Value
Code Cross Code Serviced
(II) Reference (I)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
</TABLE>
(I) Property Type Code :
CH Church
CO Condo, Coop or TH
HC Health Care
HO Hotel
IF Industrial/Flex
IN Industrial
LO Lodging
MF Multi Family
MH Mobile Home Park
MP Multiple Properties
MS Mini Storage
MU Mixed Use
NE Non-Exempt
OF Office
OT Other
PD Plan Unit Development
RO Retail/Office
RT Retail
SC School, HCF or WF
SE Securities
SF Single Family
SS Self Storage
WH Warehouse
(II) Special Service Code :
(1) Request to waive prepayment penalty
(2) Payment default
(3) Request to modify or workout
(4) Borrower Bankruptcy
(5) In Foreclosure
(6) Now REO
(7) Paid Off
(8) Returned to Master Servicer
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 252
DISTRIBUTION DATE : Page 16 of 19
RECORD DATE :
CLOSING DATE :
NEXT PMT DATE :
MATURITY DATE :
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
SPECIALLY SERVICED HISTORICAL INFORMATION
<TABLE>
<CAPTION>
Distribution Loan Offering Special Date Current Balance Property State
Date Number Memo Service of Scheduled Change since Type
Cross Code Correction Balance Transfer Code
Reference (II) Date (I)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
</TABLE>
<TABLE>
<CAPTION>
Distribution Loan Interest Net NOI Debt Note Paid Maturity Rem
Date Number Rate Operating Date Service Date Through Date Term
Income Coverage Date
Ratio
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
</TABLE>
(I) PROPERTY TYPE CODE :
CH Church
CO Condo, Coop or TH
HC Health Care
HO Hotel
IF Industrial/Flex
IN Industrial
LO Lodging
MF Multi Family
MH Mobile Home Park
MP Multiple Properties
MS Mini Storage
MU Mixed Use
NE Non-Exempt
OF Office
OT Other
PD Plan Unit Development
RO Retail/Office
RT Retail
SC School, HCF or WF
SE Securities
SF Single Family
SS Self Storage
WH Warehouse
(II) Special Service Code :
(1) Request to waive prepayment penalty
(2) Payment default
(3) Request to modify or workout
(4) Borrower Bankruptcy
(5) In Foreclosure
(6) Now REO
(7) Paid Off
(8) Returned to Master Servicer
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 253
DISTRIBUTION DATE : PAGE 17 OF 19
RECORD DATE :
CLOSING DATE :
NEXT PMT DATE :
MATURITY DATE :
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
PRINCIPAL PREPAYMENT DETAIL
<TABLE>
<CAPTION>
Principal Loan Offering Property Curtailment Payoff Prepayment Mortgage
Prepayment Number Memo Type Amount Amount Premium Repurchase
Date Cross (I) Price
Reference
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NO PRINCIPAL PREPAYMENT REPORTED THIS PERIOD
</TABLE>
(I) PROPERTY TYPE CODE :
CH Church
CO Condo, Coop or TH
HC Health Care
HO Hotel
IF Industrial/Flex
IN Industrial
LO Lodging
MF Multi Family
MH Mobile Home Park
MP Multiple Properties
MS Mini Storage
MU Mixed Use
NE Non-Exempt
OF Office
OT Other
PD Plan Unit Development
RO Retail/Office
RT Retail
SC School, HCF or WF
SE Securities
SF Single Family
SS Self Storage
WH Warehouse
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 254
DISTRIBUTION DATE : PAGE 18 OF 19
RECORD DATE :
CLOSING DATE :
NEXT PMT DATE :
MATURITY DATE :
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
MODIFIED LOAN DETAIL
<TABLE>
<CAPTION>
Loan Offering Modification Modification Description
Number Memorandum Date
Cross
Reference
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NO MODIFIED LOANS REPORTED THIS PERIOD
</TABLE>
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 255
DISTRIBUTION DATE : PAGE 19 OF 19
RECORD DATE :
CLOSING DATE :
NEXT PMT DATE :
MATURITY DATE :
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C2
STATEMENT TO CERTIFICATEHOLDERS
REALIZED LOSS DETAIL
<TABLE>
<CAPTION>
Loan Offering Appraisal Appraisal Beginning Gross Gross Liquidation Net Net Realized
Number Memo Date Value Scheduled Proceeds Proceeds % Expenses Liquidation Proceeds % Loss
Cross Balance Scheduled Proceeds Scheduled
Reference Principal Balance
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NO REALIZED LOSSES REPORTED THIS PERIOD
</TABLE>
[LOGO]CHASE Reports Available at www.chase.com/sfa (C)2000, CHASE MANHATTAN BANK
<PAGE> 256
ANNEX C
DECREMENT TABLES FOR CLASS A-1, CLASS A-2,
CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES
PERCENTAGE OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD, DEFEASANCE PERIOD
AND YIELD MAINTENANCE PERIOD, THEN AT THE FOLLOWING CPR)
CLASS A-1
<TABLE>
<CAPTION>
YEAR 0% CPR 4% CPR 8% CPR 12% CPR 16% CPR 20% CPR
---- ------ ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
August 24, 2000................................. 100% 100% 100% 100% 100% 100%
August 18, 2001................................. 94% 94% 94% 94% 94% 94%
August 18, 2002................................. 87% 87% 87% 87% 87% 87%
August 18, 2003................................. 80% 80% 80% 80% 80% 80%
August 18, 2004................................. 72% 72% 72% 72% 72% 72%
August 18, 2005................................. 62% 62% 62% 62% 62% 62%
August 18, 2006................................. 53% 53% 53% 53% 53% 53%
August 18, 2007................................. 42% 42% 42% 42% 42% 42%
August 18, 2008................................. 25% 25% 25% 25% 25% 24%
August 18, 2009................................. 0% 0% 0% 0% 0% 0%
August 18, 2010................................. 0% 0% 0% 0% 0% 0%
Weighted Average Life (in years)................ 5.7 5.7 5.7 5.7 5.7 5.7
</TABLE>
CLASS A-2
<TABLE>
<CAPTION>
YEAR 0% CPR 4% CPR 8% CPR 12% CPR 16% CPR 20% CPR
---- ------ ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
August 24, 2000................................. 100% 100% 100% 100% 100% 100%
August 18, 2001................................. 100% 100% 100% 100% 100% 100%
August 18, 2002................................. 100% 100% 100% 100% 100% 100%
August 18, 2003................................. 100% 100% 100% 100% 100% 100%
August 18, 2004................................. 100% 100% 100% 100% 100% 100%
August 18, 2005................................. 100% 100% 100% 100% 100% 100%
August 18, 2006................................. 100% 100% 100% 100% 100% 100%
August 18, 2007................................. 100% 100% 100% 100% 100% 100%
August 18, 2008................................. 100% 100% 100% 100% 100% 100%
August 18, 2009................................. 80% 80% 79% 79% 79% 79%
August 18, 2010................................. 0% 0% 0% 0% 0% 0%
Weighted Average Life (in years)................ 9.2 9.2 9.2 9.2 9.2 9.2
</TABLE>
Annex C-1
<PAGE> 257
PERCENTAGE OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD,
DEFEASANCE PERIOD AND YIELD MAINTENANCE PERIOD, THEN AT THE FOLLOWING CPR)
CLASS B
<TABLE>
<CAPTION>
YEAR 0% CPR 4% CPR 8% CPR 12% CPR 16% CPR 20% CPR
---- ------ ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
August 24, 2000................................. 100% 100% 100% 100% 100% 100%
August 18, 2001................................. 100% 100% 100% 100% 100% 100%
August 18, 2002................................. 100% 100% 100% 100% 100% 100%
August 18, 2003................................. 100% 100% 100% 100% 100% 100%
August 18, 2004................................. 100% 100% 100% 100% 100% 100%
August 18, 2005................................. 100% 100% 100% 100% 100% 100%
August 18, 2006................................. 100% 100% 100% 100% 100% 100%
August 18, 2007................................. 100% 100% 100% 100% 100% 100%
August 18, 2008................................. 100% 100% 100% 100% 100% 100%
August 18, 2009................................. 100% 100% 100% 100% 100% 100%
August 18, 2010................................. 0% 0% 0% 0% 0% 0%
Weighted Average Life (in years)................ 9.7 9.7 9.7 9.7 9.7 9.7
</TABLE>
CLASS C
<TABLE>
<CAPTION>
YEAR 0% CPR 4% CPR 8% CPR 12% CPR 16% CPR 20% CPR
---- ------ ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
August 24, 2000................................. 100% 100% 100% 100% 100% 100%
August 18, 2001................................. 100% 100% 100% 100% 100% 100%
August 18, 2002................................. 100% 100% 100% 100% 100% 100%
August 18, 2003................................. 100% 100% 100% 100% 100% 100%
August 18, 2004................................. 100% 100% 100% 100% 100% 100%
August 18, 2005................................. 100% 100% 100% 100% 1005 100%
August 18, 2006................................. 100% 100% 100% 100% 100% 100%
August 18, 2007................................. 100% 100% 100% 100% 100% 100%
August 18, 2008................................. 100% 100% 100% 100% 100% 100%
August 18, 2009................................. 100% 100% 100% 100% 100% 100%
August 18, 2010................................. 0% 0% 0% 0% 0% 0%
Weighted Average Life (in years)................ 9.7 9.7 9.7 9.7 9.7 9.7
</TABLE>
Annex C-2
<PAGE> 258
PERCENTAGE OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD, DEFEASANCE PERIOD AND
YIELD MAINTENANCE PERIOD, THEN AT THE FOLLOWING CPR)
CLASS D
<TABLE>
<CAPTION>
YEAR 0% CPR 4% CPR 8% CPR 12% CPR 16% CPR 20% CPR
---- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
August 24, 2000................................. 100% 100% 100% 100% 100% 100%
August 18, 2001................................. 100% 100% 100% 100% 100% 100%
August 18, 2002................................. 100% 100% 100% 100% 100% 100%
August 18, 2003................................. 100% 100% 100% 100% 100% 100%
August 18, 2004................................. 100% 100% 100% 100% 100% 100%
August 18, 2005................................. 100% 100% 100% 100% 100% 100%
August 18, 2006................................. 100% 100% 100% 100% 100% 100%
August 18, 2007................................. 100% 100% 100% 100% 100% 100%
August 18, 2008................................. 100% 100% 100% 100% 100% 100%
August 18, 2009................................. 100% 100% 100% 100% 100% 100%
August 18, 2010................................. 0% 0% 0% 0% 0% 0%
Weighted Average Life (in years)................ 9.8 9.8 9.8 9.8 9.8 9.8
</TABLE>
CLASS E
<TABLE>
<CAPTION>
YEAR 0% CPR 4% CPR 8% CPR 12% CPR 16% CPR 20% CPR
---- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
August 24, 2000................................. 100% 100% 100% 100% 100% 100%
August 18, 2001................................. 100% 100% 100% 100% 100% 100%
August 18, 2002................................. 100% 100% 100% 100% 100% 100%
August 18, 2003................................. 100% 100% 100% 100% 100% 100%
August 18, 2004................................. 100% 100% 100% 100% 100% 100%
August 18, 2005................................. 100% 100% 100% 100% 100% 100%
August 18, 2006................................. 100% 100% 100% 100% 100% 100%
August 18, 2007................................. 100% 100% 100% 100% 100% 100%
August 18, 2008................................. 100% 100% 100% 100% 100% 100%
August 18, 2009................................. 100% 100% 100% 100% 100% 100%
August 18, 2010................................. 0% 0% 0% 0% 0% 0%
Weighted Average Life (in years)................ 9.8 9.8 9.8 9.8 9.8 9.8
</TABLE>
Annex C-3
<PAGE> 259
PERCENTAGE OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD, DEFEASANCE PERIOD AND
YIELD MAINTENANCE PERIOD, THEN AT THE FOLLOWING CPR)
CLASS F
<TABLE>
<CAPTION>
YEAR 0% CPR 4% CPR 8% CPR 12% CPR 16% CPR 20% CPR
---- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
August 24, 2000................... 100% 100% 100% 100% 100% 100%
August 18, 2001................... 100% 100% 100% 100% 100% 100%
August 18, 2002................... 100% 100% 100% 100% 100% 100%
August 18, 2003................... 100% 100% 100% 100% 100% 100%
August 18, 2004................... 100% 100% 100% 100% 100% 100%
August 18, 2005................... 100% 100% 100% 100% 100% 100%
August 18, 2006................... 100% 100% 100% 100% 100% 100%
August 18, 2007................... 100% 100% 100% 100% 100% 100%
August 18, 2008................... 100% 100% 100% 100% 100% 100%
August 18, 2009................... 100% 100% 100% 100% 100% 100%
August 18, 2010................... 0% 0% 0% 0% 0% 0%
Weighted Average Life (in
years).......................... 9.8 9.8 9.8 9.8 9.8 9.8
</TABLE>
CLASS G
<TABLE>
<CAPTION>
YEAR 0% CPR 4% CPR 8% CPR 12% CPR 16% CPR 20% CPR
---- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
August 24, 2000................... 100% 100% 100% 100% 100% 100%
August 18, 2001................... 100% 100% 100% 100% 100% 100%
August 18, 2002................... 100% 100% 100% 100% 100% 100%
August 18, 2003................... 100% 100% 100% 100% 100% 100%
August 18, 2004................... 100% 100% 100% 100% 100% 100%
August 18, 2005................... 100% 100% 100% 100% 100% 100%
August 18, 2006................... 100% 100% 100% 100% 100% 100%
August 18, 2007................... 100% 100% 100% 100% 100% 100%
August 18, 2008................... 100% 100% 100% 100% 100% 100%
August 18, 2009................... 100% 100% 100% 100% 100% 100%
August 18, 2010................... 0% 0% 0% 0% 0% 0%
Weighted Average Life (in
years).......................... 9.8 9.8 9.8 9.8 9.8 9.8
</TABLE>
Annex C-4
<PAGE> 260
The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is "SBMS
2000-C2 Annex A-1.xls". The spreadsheet file "SBMS 2000-C2 Annex A-1.xls" is a
Microsoft Excel spreadsheet. The spreadsheet file provides, in electronic
format, particular statistical information that appears under the caption
"Description of the Mortgage Pool" in, and on Annex A-1 to, this prospectus
supplement. Defined terms used, but not otherwise defined, in the spreadsheet
file will have the respective meanings assigned to them in this prospectus
supplement. All the information contained in the spreadsheet file is subject to
the same limitations and qualifications contained in this prospectus supplement.
Prospective investors are strongly urged to read this prospectus supplement and
the accompanying prospectus in its entirety prior to accessing the spreadsheet
file.
---------------
(1) Microsoft Excel is a registered trademark of Microsoft Corporation.
<PAGE> 261
------------------------------------------------------------
------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Important Notice About the Information
Contained in This Prospectus Supplement, the
Accompanying Prospectus and the Related
Registration Statement....................... S-4
Summary of Prospectus Supplement............... S-5
Risk Factors................................... S-30
Capitalized Terms Used in this Prospectus
Supplement................................... S-59
Forward-Looking Statements..................... S-59
Description of the Mortgage Pool............... S-60
Servicing of the Underlying Mortgage Loans..... S-106
Description of the Offered Certificates........ S-127
Yield and Maturity Considerations.............. S-150
Use of Proceeds................................ S-155
Federal Income Tax Consequences................ S-156
ERISA Considerations........................... S-160
Legal Investment............................... S-165
Method of Distribution......................... S-166
Legal Matters.................................. S-167
Ratings........................................ S-168
Glossary....................................... S-170
ANNEX A-1 Characteristics of the Underlying
Mortgage Loans and the Mortgaged Real
Properties................................... A-1-1
ANNEX A-2 Information Regarding the Underlying
CTL Loans.................................... A-2-1
ANNEX B Form of Trustee Report................. B-1
ANNEX C Decrement Tables for Offered
Certificates................................. C-1
PROSPECTUS
Important Notice About Information in this
Prospectus and each Accompanying Prospectus
Supplement................................... 3
Risk Factors................................... 4
Description of the Trust Funds................. 15
Use of Proceeds................................ 24
Yield Considerations........................... 24
The Depositor.................................. 29
Description of the Certificates................ 29
Description of the Agreements.................. 41
Description of Credit Support.................. 65
Certain Legal Aspects of Mortgage Loans........ 68
Federal Income Tax Consequences................ 82
State and Other Tax Considerations............. 122
ERISA Considerations........................... 123
Legal Investment............................... 129
Method of Distribution......................... 132
Legal Matters.................................. 133
Financial Information.......................... 133
Rating......................................... 133
Available Information.......................... 134
Reports to Certificateholders.................. 134
Incorporation of Certain Information by
Reference.................................... 135
Index of Principal Definitions................. 136
</TABLE>
UNTIL NOVEMBER 19, 2000 ALL DEALERS THAT COMPLETE TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
$710,134,000
(APPROXIMATE)
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
(DEPOSITOR)
SALOMON BROTHERS REALTY CORP.,
PAINE WEBBER REAL ESTATE SECURITIES INC.,
ARTESIA MORTGAGE CAPITAL CORPORATION, AND
ORIX REAL ESTATE CAPITAL MARKETS, LLC
(MORTGAGE LOAN SELLERS)
CLASS A-1, CLASS A-2, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F AND CLASS G
SALOMON BROTHERS COMMERCIAL
MORTGAGE TRUST 2000-C2,
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2000-C2
------------------
PROSPECTUS SUPPLEMENT
August 15, 2000
------------------
SALOMON SMITH BARNEY
PAINEWEBBER INCORPORATED
CHASE SECURITIES INC.
ARTESIA BANKING CORPORATION
------------------------------------------------------------
------------------------------------------------------------
<PAGE> 262
MORTGAGE PASS-THROUGH CERTIFICATES (ISSUABLE IN SERIES)
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
DEPOSITOR
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.
The certificates will represent obligations of a trust fund only and will not
represent ownership interests in or obligations of any other entity.
This prospectus may be used to offer and sell the certificates only if
accompanied by a prospectus supplement.
THE OFFERED CERTIFICATES:
Salomon Brothers Mortgage Securities VII, Inc., as depositor, will
establish one or more trust funds to issue and sell from time to time mortgage
pass-through certificates.
Each series of certificates will consist of one or more classes of
certificates that may: (i) provide for the accrual of interest thereon based on
fixed, variable or adjustable rates; (ii) be senior or subordinate to one or
more other classes of certificates in respect of some or all distributions on
the certificates; (iii) be entitled to principal distributions, with
disproportionately low, nominal or no interest distributions; (iv) be entitled
to interest distributions, with disproportionately low, nominal or no principal
distributions; (v) provide for distributions of accrued interest thereon
commencing only following the occurrence of various events, such as the
retirement of one or more other classes of certificates of such series; (vi)
provide for distributions of principal sequentially, or based on specified
payment schedules or other methodologies, to the extent of available funds;
and/or (vii) provide for cash distributions based on available funds, in each
case as described in the related prospectus supplement.
THE TRUST FUND AND ITS ASSETS
As specified in the related prospectus supplement, the assets of a trust
fund will primarily include any or all of the following:
- various types of multifamily or commercial mortgage loans,
- mortgage-backed securities evidencing interests in, or secured by pledges
of, one or more of various types of multifamily or commercial mortgage
loans,
- securities evidencing interests in, or secured by pledges of,
mortgage-backed securities of the type described above.
The assets of a trust fund for a series of certificates may also include
letters of credit, insurance policies, guarantees, reserve funds or other types
of credit support, or a combination of those types of assets, and currency or
interest rate exchange agreements and other financial assets, or any combination
of those agreements and other financial assets.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Offers of the certificates may be made through one or more different
methods, including offerings through underwriters, as more fully described in
this prospectus under "Method of Distribution" and in the related prospectus
supplement. There will have been no public market for any series of certificates
prior to the offering of those certificates. No assurance can be given that such
a market will develop as a result of such an offering. All securities will be
distributed by, or sold by underwriters managed by:
SALOMON SMITH BARNEY
The date of this prospectus is August 4, 2000.
<PAGE> 263
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Important Notice About Information in This Prospectus and
each Accompanying Prospectus Supplement.................. 3
Risk Factors................................................ 4
Description of the Trust Funds.............................. 15
Use of Proceeds............................................. 24
Yield Considerations........................................ 24
The Depositor............................................... 29
Description of the Certificates............................. 29
Description of the Agreements............................... 41
Description of Credit Support............................... 65
Certain Legal Aspects of Mortgage Loans..................... 68
Federal Income Tax Consequences............................. 82
State and Other Tax Considerations.......................... 122
ERISA Considerations........................................ 123
Legal Investment............................................ 129
Method of Distribution...................................... 132
Legal Matters............................................... 133
Financial Information....................................... 133
Rating...................................................... 133
Available Information....................................... 134
Reports to Certificateholders............................... 134
Incorporation of Certain Information by Reference........... 135
Index of Principal Definitions.............................. 136
</TABLE>
2
<PAGE> 264
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
AND EACH ACCOMPANYING PROSPECTUS SUPPLEMENT
Information about each series of certificates is contained in two separate
documents:
- this prospectus, which provides general information, some of which may
not apply to a particular series; and
- the accompanying prospectus supplement for a particular series, which
describes the specific terms of the securities of that series. If the
prospectus supplement contains information about a particular series that
differs from the information contained in this prospectus, you should
rely on the information in the prospectus supplement.
You should rely only on the information contained in this prospectus and
the accompanying prospectus supplement. We have not authorized anyone to provide
you with information that is different from that contained in this prospectus
and the accompanying prospectus supplement. The information in this prospectus
is accurate only as of the date of this prospectus.
Beginning with the section titled "Description of The Trust Funds", we use
capitalized terms from time to time in this prospectus to assist you in
understanding the terms of the securities. The capitalized terms used in this
prospectus are defined on the pages indicated under the caption "Index of
Principal Definitions" beginning on page 101 in this prospectus.
------------------------
If you require additional information, the mailing address of our principal
executive offices is 388 Greenwich Street, New York, New York 10013, Attention:
Secretary and the telephone number is (212) 816-6000. For other means of
acquiring additional information about us or a series of securities, see
"Incorporation of Certain Information by Reference" beginning on page 100 of
this prospectus.
------------------------
3
<PAGE> 265
RISK FACTORS
The offered certificates are not suitable investments for all investors. In
particular, you should not purchase the offered certificates unless you
understand and are able to bear the prepayment, credit, liquidity and market
risks associated with such securities.
You should carefully consider, among other things, the following factors in
connection with the purchase of the certificates offered hereby:
THE CERTIFICATES WILL HAVE LIMITED LIQUIDITY
There can be no assurance that any resale market for the certificates of
any series will develop following the issuance and sale of any series of
certificates. Even if a resale market does develop, it might not provide
investors with liquidity of investment or continue while certificates of such
series remain outstanding. Any such secondary market may provide less liquidity
to investors than any comparable market for securities evidencing interests in
single-family mortgage loans. The market value of certificates will fluctuate
with changes in prevailing rates of interest. Consequently, sales of
certificates by a holder in any secondary market that may develop may be at a
discount from 100% of their original principal balance or from their purchase
price. Furthermore, secondary market purchasers may look only hereto, to the
related prospectus supplement and to the reports to certificateholders as
described in this prospectus under the heading "Description of the
Certificates--Reports to Certificateholders", "--Book-Entry Registration and
Definitive Certificates" and "Description of the Agreements--Evidence as to
Compliance" for information concerning the certificates. Except to the extent
described in this prospectus and in the related prospectus supplement,
certificateholders will have no redemption rights and the certificates are
subject to early retirement only under specified circumstances described in this
prospectus and in the related prospectus supplement. See "Description of the
Certificates--Termination". Salomon Smith Barney Inc., through one or more of
its affiliates, currently expects to make a secondary market in the offered
certificates, but has no obligation to do so.
THE CERTIFICATES WILL BE LIMITED OBLIGATIONS OF THE RELATED TRUST FUND ONLY AND
NOT OF ANY OTHER PARTY
Unless otherwise specified in the related prospectus supplement, a series
of certificates will not have any claim against or security interest in the
trust funds for any other series. If the related trust fund is insufficient to
make payments on such certificates, no other assets will be available for
payment of the deficiency. Additionally, amounts remaining in various funds or
accounts, including any accounts maintained as credit support, may be withdrawn
under specified conditions, as and to the extent described in the related
prospectus supplement. In the event of such withdrawal, such amounts will not be
available for future payment of principal of or interest on the certificates. If
so provided in the prospectus supplement for a series of certificates consisting
of one or more classes of subordinate certificates, on any distribution date in
respect of which losses or shortfalls in collections on the assets of the trust
fund have
4
<PAGE> 266
been incurred, the amount of such losses or shortfalls will be borne first by
one or more classes of the subordinate certificates, and, thereafter, by the
remaining classes of certificates in the priority and manner and subject to the
limitations specified in such prospectus supplement.
THE YIELD TO MATURITY AND AVERAGE LIFE OF THE CERTIFICATES WILL DEPEND ON A
VARIETY OF FACTORS INCLUDING PREPAYMENTS
The timing of principal payments on the certificates of a series will be
affected by a number of factors, including the following:
- the extent of prepayments on the underlying mortgage loans in the trust
fund or, if the trust fund is comprised of underlying securities, on the
mortgage loans backing the underlying securities;
- how payments of principal are allocated among the classes of certificates
of that series as specified in the related prospectus supplement;
- if any party has an option to terminate the related trust fund early, the
effect of the exercise of the option;
- the rate and timing of defaults and losses on the assets in the related
trust fund; and
- repurchases of assets in the related trust fund as a result of material
breaches of representations and warranties made by the depositor, the
master servicer or another party.
Prepayments on the mortgage loans in any trust fund generally will result
in a faster rate of principal payments on one or more classes of the related
certificates than if payments on such mortgage loans were made as scheduled.
Thus, the prepayment experience on the mortgage loans may affect the average
life of each class of related certificates. The rate of principal payments on
pools of mortgage loans varies between pools and from time to time is influenced
by a variety of economic, demographic, geographic, social, tax, legal and other
factors. There can be no assurance as to the rate of prepayment on the mortgage
loans in any trust fund or that the rate of payments will conform to any model
described in this prospectus or in any prospectus supplement. If prevailing
interest rates fall significantly below the applicable rates borne by the
mortgage loans included in a trust fund, principal prepayments are likely to be
higher than if prevailing rates remain at or above the rates borne by those
mortgage loans. As a result, the actual maturity of any class of certificates
could occur significantly earlier than expected.
A series of certificates may include one or more classes of certificates
with priorities of payment and, as a result, yields on other classes of
certificates, including classes of offered certificates, of such series may be
more sensitive to prepayments on mortgage loans. A series of certificates may
include one or more classes offered at a significant premium or discount. Yields
on such classes of certificates will be sensitive, and in some cases extremely
sensitive, to prepayments on mortgage loans and, where the amount of
5
<PAGE> 267
interest payable with respect to a class is disproportionately high, as compared
to the amount of principal, a holder might, in some prepayment scenarios, fail
to recoup its original investment.
A series of certificates may include one or more classes of certificates
that provide for distribution of principal from amounts attributable to interest
accrued but not currently distributable on one or more other classes of
certificates. As a result, yields on the first such certificates will be
sensitive to the provisions of those other classes of certificates relating to
the amount and timing of interest accruals thereon.
In general, if you purchase a class of offered certificates at a price
higher than its outstanding principal balance and principal distributions on
such class occur faster than you anticipate at the time of purchase, the yield
will be lower than you anticipate. Conversely, if you purchase a class of
offered certificates at a price lower than its outstanding principal balance and
principal distributions on that class occur more slowly than you anticipate at
the time of purchase, the yield will be lower than you anticipate.
See "Yield Considerations" in this prospectus and, if applicable, in the
related prospectus supplement.
THE LIMITED NATURE OF RATINGS ON THE CERTIFICATES AND THE DOWNGRADING OF A
CERTIFICATE RATING MAY ADVERSELY AFFECT THE LIQUIDITY OR MARKET VALUE OF SUCH
CERTIFICATE
Any rating assigned by a rating agency to a class of certificates will
reflect such rating agency's assessment solely of the likelihood that holders of
certificates of such class will receive payments to which such
certificateholders are entitled under the related agreement. Such rating will
not constitute an assessment of the likelihood that principal prepayments on the
related mortgage loans will be made, the degree to which the rate of such
prepayments might differ from that originally anticipated or the likelihood of
early optional termination of the series of certificates. Such rating will not
address the possibility that prepayment at higher or lower rates than
anticipated by an investor may cause such investor to experience a lower than
anticipated yield or that an investor purchasing a certificate at a significant
premium or purchasing an interest-only certificate might fail to recoup its
initial investment under some prepayment scenarios. Each prospectus supplement
will identify any payment to which holders of offered certificates of the
related series are entitled that is not covered by the applicable rating.
The amount, type and nature of credit support, if any, established with
respect to a series of certificates will be determined on the basis of criteria
established by each rating agency rating classes of the certificates of such
series. Such criteria are sometimes based upon an actuarial analysis of the
behavior of mortgage loans in a larger group. Such analysis is often the basis
upon which each rating agency determines the amount of credit support required
with respect to each such class. There can be no assurance that the historical
data supporting any such actuarial analysis will accurately reflect future
experience nor any assurance that the data derived from a large pool of mortgage
loans accurately predicts the delinquency, foreclosure or loss experience of any
particular pool of mortgage loans. No assurance can be given that values of any
mortgaged properties
6
<PAGE> 268
have remained or will remain at their levels on the respective dates of
origination of the related mortgage loans. Moreover, there is no assurance that
appreciation of real estate values generally will limit loss experiences on
commercial properties or multifamily properties. If the commercial or
multifamily residential real estate markets should experience an overall decline
in property values such that the outstanding principal balances of the mortgage
loans in a particular trust fund and any secondary financing on the related
mortgaged properties become equal to or greater than the value of the mortgaged
properties, the rates of delinquencies, foreclosures and losses could be higher
than those now generally experienced by institutional lenders. In addition,
adverse economic conditions, which may or may not affect real property values,
may affect the timely payment by mortgagors of scheduled payments of principal
and interest on the mortgage loans and, accordingly, the rates of delinquencies,
foreclosures and losses with respect to any trust fund. To the extent that such
losses are not covered by credit support, such losses will be borne, at least in
part, by the holders of one or more classes of the certificates of the related
series. See "Description of Credit Support" and "Rating".
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time. No person is obligated
to maintain the rating on any certificate, and accordingly, there can be no
assurance to you that the ratings assigned to any certificate on the date on
which such certificate is originally issued will not be lowered or withdrawn by
a rating agency at any time thereafter. The rating(s) of any series of
certificates by any applicable rating agency may be lowered following the
initial issuance of those certificates as a result of the downgrading of the
obligations of any applicable credit support provider, or as a result of losses
on the related mortgage loans in excess of the levels contemplated by such
rating agency at the time of its initial rating analysis. Neither the depositor,
the master servicer nor any of their respective affiliates will have any
obligation to replace or supplement any credit support, or to take any other
action to maintain any rating(s) of any series of certificates. In the event any
rating is revised or withdrawn, the liquidity or the market value of the related
certificate may be adversely affected.
THE PAYMENT PERFORMANCE OF THE CERTIFICATES WILL BE DIRECTLY RELATED TO THE
PAYMENT PERFORMANCE OF THE MORTGAGE ASSETS IN THE RELATED TRUST FUNDS
The certificates will be directly or indirectly backed by mortgage loans.
Some mortgage loans may have a greater likelihood of delinquency and
foreclosure, and a greater likelihood of loss in the event of a delinquency and
foreclosure. In the event that the mortgaged properties fail to provide adequate
security for the mortgage loans included in a trust fund, any resulting losses,
to the extent not covered by credit support, will be allocated to the related
certificates in the manner described in the related prospectus supplement and
consequently would adversely affect the yield to maturity on such securities.
The depositor cannot assure you that the values of the mortgaged properties have
remained or will remain at the appraised values on the dates of origination of
the related mortgage loans. You should consider the following risks
7
<PAGE> 269
associated with some mortgage loans which may be included in the trust fund
related to your certificate.
INVESTORS SHOULD BE AWARE OF VARIOUS RISKS ASSOCIATED WITH CERTAIN MORTGAGE
LOANS AND MORTGAGED PROPERTIES
Multifamily and Commercial Loans. Mortgage loans made with respect to
multifamily or commercial property may entail risks of delinquency and
foreclosure, and risks of loss in the event of a delinquency and foreclosure,
that are greater than similar risks associated with single-family property. The
ability of a mortgagor to repay a loan secured by an income-producing property
typically is dependent primarily upon the successful operation of such property
rather than any independent income or assets of the mortgagor. Thus, the value
of an income-producing property is directly related to the net operating income
derived from such property. In contrast, the ability of a mortgagor to repay a
single-family loan typically is dependent primarily upon the mortgagor's
household income, rather than the capacity of the related property to produce
income. Thus, other than in geographical areas where employment is dependent
upon a particular employer or an industry, the mortgagor's income tends not to
reflect directly the value of a single-family property. A decline in the net
operating income of an income-producing property will likely affect both the
performance of the related loan as well as the liquidation value of such
property, whereas a decline in the income of a mortgagor on a single-family
property will likely affect the performance of the related loan but may not
affect the liquidation value of such property.
The performance of a mortgage loan secured by an income-producing property
leased by the mortgagor to tenants, as well as the liquidation value of such
property, may be dependent upon the business operated by such tenants in
connection with such property, the creditworthiness of such tenants or both. The
risks associated with such loans may be offset by the number of tenants or, if
applicable, a diversity of types of business operated by such tenants. A number
of the mortgage loans included in a trust fund may be secured by liens on
owner-occupied mortgaged properties or on mortgaged properties leased to a
single tenant. Accordingly, a decline in the financial condition of the borrower
or single tenant, as applicable, may have a disproportionately greater effect on
the net operating income from such mortgaged properties than would be the case
with respect to mortgaged properties with multiple tenants. Furthermore, the
value of any mortgaged property may be adversely affected by risks generally
incident to interests in real property, including:
- changes in general or local economic conditions and/or specific industry
segments;
- declines in real estate values;
- declines in rental or occupancy rates;
- increases in interest rates, real estate tax rates and other operating
expenses;
- changes in governmental rules, regulations and fiscal policies, including
environmental legislation;
8
<PAGE> 270
- acts of God; and
- other factors beyond the control of the master servicer.
Nonrecourse Loans. It is anticipated that a substantial portion of the
mortgage loans included in any trust fund will be nonrecourse loans or loans for
which recourse may be restricted or unenforceable, as to which, in the event of
mortgagor default, recourse may be had only against the specific multifamily or
commercial property and such other assets, if any, as have been pledged to
secure the mortgage loan. With respect to those mortgage loans that provide for
recourse against the mortgagor and its assets generally, there can be no
assurance that such recourse will ensure a recovery in respect of a defaulted
mortgage loan greater than the liquidation value of the related mortgaged
property.
Delinquent and Non-Performing Mortgage Loans. If so provided in the
related prospectus supplement, the trust fund for a particular series of
certificates may include mortgage loans that are past due or are non-performing.
If so specified in the related prospectus supplement, the servicing of such
mortgage loans will be performed by a special servicer. Credit support provided
with respect to a particular series of certificates may not cover all losses
related to such delinquent or non-performing mortgage loans, and you should
consider the risk that the inclusion of such mortgage loans in the trust fund
may adversely affect the rate of defaults and prepayments on mortgage assets and
the yield on the certificates of such series. See "Description of the Trust
Funds--Mortgage Loans--General".
Junior Mortgage Loans. Some of the mortgage loans included in a trust
fund may be junior mortgage loans. The primary risk to holders of mortgage loans
secured by junior liens is the possibility that adequate funds will not be
received in connection with a foreclosure of a related senior lien to satisfy
the junior mortgage loan after satisfaction of all related senior liens. See
"Certain Legal Aspects of Mortgage Loans--Foreclosure".
Balloon Loans. Some of the mortgage loans included in a trust fund may
not be fully amortizing over their terms to maturity and, thus, will require
substantial principal payments, or "balloon payments", at their stated maturity.
Mortgage loans with balloon payments involve a greater degree of risk because
the ability of a mortgagor to make a balloon payment typically will depend upon
its ability either to timely refinance the loan or to timely sell the related
mortgaged property. The ability of a mortgagor to accomplish either of these
goals will be affected by a number of factors, including--
- the level of available mortgage rates at the time of sale or refinancing,
- the mortgagor's equity in the related mortgaged property,
- the financial condition and operating history of the mortgagor and the
related mortgaged property,
- tax laws,
- rent control laws, in the case of some multifamily properties and mobile
home parks,
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- reimbursement rates, in the case of some hospitals, nursing homes and
convalescent homes,
- renewability of operating licenses,
- prevailing general economic conditions, and
- the availability of credit for commercial or multifamily, as the case may
be, real properties generally.
See "Description of the Trust Funds-Mortgage Loans" and also "Certain Legal
Aspects of Mortgage Loans" in this prospectus.
AN INVESTMENT IN THE CERTIFICATES REPRESENTS AN INTEREST IN MULTIFAMILY AND/OR
COMMERCIAL LOANS WHICH MAY PRESENT A GREATER RISK OF LOSS THAN AN INTEREST IN A
POOL OF SINGLE-FAMILY LOANS
The concentration of default, foreclosure and loss risks in individual
mortgagors or mortgage loans in a particular trust fund or the related mortgaged
properties will generally be greater for pools of multifamily and/or commercial
loans such as those to be included in a trust fund with respect to a series of
certificates than for pools of single-family loans because such pools of
multifamily and/or commercial mortgage loans will generally consist of a smaller
number of loans with higher principal balances individually than would a pool of
single-family loans of comparable aggregate unpaid principal balance. The trust
fund for a series of certificates may consist of a single mortgage loan.
THE TYPE OF MORTGAGOR MAY PRESENT A GREATER RISK OF LOSS
Mortgage Loans made to partnerships, corporations or other entities may
entail risks of loss from delinquency and foreclosure that are greater than
those of mortgage loans made to individuals. The Mortgagor's sophistication and
form of organization may increase the likelihood of protracted litigation or
bankruptcy in default situations.
THE TYPE OF MORTGAGED PROPERTY MAY PRESENT A GREATER RISK OF LOSS
Additional risk may be presented because of the type and use of a
particular mortgaged property. For instance, mortgaged properties that operate
as hospitals and nursing homes may present special risks to lenders due to the
significant governmental regulation of the ownership, operation, maintenance and
financing of health care institutions. Hotel and motel properties are often
operated under a franchise, management or operating agreements which may be
terminable by the franchisor or operator. Moreover, the transferability of a
hotel's operating, liquor and other licenses upon a transfer of the hotel,
whether through purchase or foreclosure, is subject to local law requirements.
THE DISCRETION OF THE MASTER SERVICER TO EXTEND RELIEF TO DELINQUENT MORTGAGORS
MAY NOT RESULT IN HIGHER REPAYMENTS
If so specified in the related prospectus supplement, in order to maximize
recoveries on defaulted mortgage loans, a master servicer will be permitted,
within prescribed
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parameters, to extend and modify mortgage loans that are in default or as to
which a payment default is imminent, including in particular with respect to
balloon payments. In addition, a master servicer or a special servicer may
receive workout fees, management fees, liquidation fees or other similar fees
based on receipts from or proceeds of such mortgage loans. While a master
servicer generally will be required to determine that any such extension or
modification is reasonably likely to produce a greater recovery on a present
value basis than liquidation, there can be no assurance that such flexibility
with respect to extensions or modifications or payment of a workout fee will
increase the present value of receipts from or proceeds of mortgage loans that
are in default or as to which a payment default is imminent. Such relief instead
may result in a lower liquidation or foreclosure price to the master servicer,
which would affect the yield of the related certificates. The recent foreclosure
and delinquency experience with respect to loans serviced by a master servicer
or, if applicable, any special servicer or significant sub-servicer will be
provided in the related prospectus supplement.
CREDIT SUPPORT WILL BE LIMITED AND THE FAILURE OF CREDIT SUPPORT TO COVER LOSSES
ON THE MORTGAGE ASSETS MAY RESULT IN LOSSES ALLOCATED TO THE CERTIFICATES
Credit support is intended to reduce the effect of delinquent payments or
losses on the underlying assets of the trust fund on those classes of
certificates that have the benefit of the credit support. The prospectus
supplement for a series of certificates will describe any credit support in the
related trust fund, which may include letters of credit, insurance policies,
surety bonds, guarantees, reserve funds or other types of credit support, or
combinations of those types of credit support. Use of credit support will be
subject to the conditions and limitations described in this prospectus and in
the related prospectus supplement. Moreover, such credit support may not cover
all potential losses or risks. For example, credit support may or may not cover
fraud or negligence by a mortgage loan originator or other parties.
A series of certificates may include one or more classes of subordinate
certificates, which may include offered certificates, if so provided in the
related prospectus supplement. Although subordination is intended to reduce the
risk to holders of senior certificates of delinquent distributions or ultimate
losses, the amount of subordination will be limited and may decline under some
circumstances. In addition, if principal payments on one or more classes of
certificates of a series are made in a specified order of priority, any limits
with respect to the aggregate amount of claims under any related credit support
may be exhausted before the principal of the lower priority classes of
certificates of such series has been repaid. As a result, the impact of
significant losses and shortfalls on the mortgage assets may fall primarily upon
those classes of certificates having a lower priority of payment. Moreover, if a
form of credit support covers more than one series of certificates, holders of
certificates of one series will be subject to the risk that such credit support
will be exhausted by the claims of the holders of certificates of one or more
other series.
The amount of any applicable credit support supporting one or more classes
of offered certificates, including the subordination of one or more classes of
certificates, will be determined on the basis of criteria established by each
rating agency rating such
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classes of certificates based on an assumed level of defaults, delinquencies,
other losses or other factors. There can, however, be no assurance that the loss
experience on the related mortgage assets will not exceed such assumed levels.
See "--The Limited Nature of Ratings on the Certificates and the Downgrading of
a Certificate Rating May Adversely Affect the Liquidity or Market Value of such
Certificate" above and "Description of the Certificates" and "Description of
Credit Support".
DUE-ON-SALE CLAUSES AND ASSIGNMENTS OF LEASES AND RENTS MAY NOT PROVIDE ADEQUATE
SECURITY FOR A MORTGAGE LOAN
Mortgages may contain a due-on-sale clause, which permits the lender to
accelerate the maturity of the mortgage loan if the mortgagor sells, transfers
or conveys the related mortgaged property or its interest in the mortgaged
property. Mortgages may also include a debt-acceleration clause, which permits
the lender to accelerate the debt upon a monetary or non-monetary default of the
mortgagor. Such clauses are generally enforceable subject to various exceptions.
The courts of all states will enforce clauses providing for acceleration in the
event of a material payment default. The equity courts of any state, however,
may refuse to permit the foreclosure of a mortgage or deed of trust when an
acceleration of the indebtedness would be inequitable or unjust or the
circumstances would render the acceleration unconscionable.
If so specified in the related prospectus supplement, the mortgage loans
will be secured by an assignment of leases and rents under which the mortgagor
typically assigns its right, title and interest as landlord under the leases on
the related mortgaged property and the income derived therefrom to the lender as
further security for the related mortgage loan, while retaining a license to
collect rents for so long as there is no default. In the event the mortgagor
defaults, the license terminates and the lender is entitled to collect rents.
Such assignments are typically not perfected as security interests prior to
actual possession of the cash flows. Some state laws may require that the lender
take possession of the mortgaged property and obtain a judicial appointment of a
receiver before becoming entitled to collect the rents. In addition, if
bankruptcy or similar proceedings are commenced by or in respect of the
mortgagor, the lender's ability to collect the rents may be adversely affected.
See "Certain Legal Aspects of Mortgage Loans--Leases and Rents".
REAL PROPERTY PLEDGED AS SECURITY FOR A MORTGAGE LOAN IS SUBJECT TO CERTAIN
ENVIRONMENTAL RISKS AND THE COST OF ENVIRONMENTAL CLEAN-UP MAY INCREASE LOSSES
ON THE RELATED MORTGAGE LOANS
Under the laws of some states, contamination of a property may give rise to
a lien on the property to assure the costs of cleanup. In several states, such a
lien has priority over the lien of an existing mortgage against such property.
In addition, under the laws of some states and under the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, commonly known
as CERCLA, a lender may be liable, as an owner or operator, for costs of
addressing releases or threatened releases of hazardous substances that require
remedy at a property, if agents or employees of the lender have become
sufficiently involved in the operations of the mortgagor, regardless of
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whether or not the environmental damage or threat was caused by a prior owner. A
lender also risks such liability on foreclosure of the mortgage. Unless
otherwise specified in the related prospectus supplement, each agreement will
provide that the master servicer, acting on behalf of the trust fund, may not
acquire title to a mortgaged property securing a mortgage loan or take over its
operation unless the master servicer has previously determined, based upon a
report prepared by a person who regularly conducts environmental audits, that:
(i) the mortgaged property is in compliance with applicable environmental laws,
and there are no circumstances present at the mortgaged property relating to the
use, management or disposal of any hazardous substances, hazardous materials,
wastes, or petroleum based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation; or (ii) if the mortgaged property is
not so in compliance or such circumstances are so present, then it would be in
the best economic interest of the trust fund to acquire title to the mortgaged
property and further to take such actions as would be necessary and appropriate
to effect such compliance and/or respond to such circumstances. See "Certain
Legal Aspects of Mortgage Loans--Environmental Considerations".
ERISA CONSIDERATIONS
If you are buying the offered certificates on behalf of an individual
retirement account, Keogh plan or employee benefit plan, special rules may apply
to you. These rules are generally described in this prospectus under the caption
"ERISA Considerations". However, due to the complexity of regulations which
govern such plans, if you are subject to the Employment Retirement Income
Security Act of 1974, as amended, commonly referred to as "ERISA", you are urged
to consult your own counsel regarding consequences under ERISA of acquisition,
ownership and disposition of the offered certificates of any series.
FEDERAL TAX CONSIDERATIONS REGARDING REMIC RESIDUAL CERTIFICATES
Inclusion of Taxable Income in Excess of Cash Received. If you own a
certificate that is a residual interest in a real estate mortgage investment
conduit, or REMIC, you will have to report on your income tax return as ordinary
income your pro rata share of the taxable income of the REMIC, regardless of the
amount or timing of your possible receipt of any cash on the certificate. As a
result, your certificate may have phantom income early in the term of the REMIC
because the taxable income from the certificate may exceed the amount of
economic income, if any, attributable to the certificate. While you will have a
corresponding amount of tax losses later in the term of the REMIC, the present
value of the phantom income may significantly exceed the present value of the
tax losses. Therefore, the after-tax yield on any residual interest certificate
may be significantly less than that of a corporate bond or other instrument
having similar cash flow characteristics. In fact, certain offered certificates
which are residual interests may have a negative value.
You have to report your share of the taxable income and net loss of the
REMIC until all the certificates in the related series have a principal balance
of zero.
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Some Taxable Income of a Residual Interest can not be Offset Under the
Internal Revenue Code of 1986. A portion of the taxable income from a residual
interest certificate may be treated as excess inclusions under the Internal
Revenue Code of 1986. You will have to pay tax on the excess inclusions
regardless of whether you have other credits, deductions or losses. In
particular, excess inclusions--
- generally will not be reduced by losses from other activities,
- for a tax-exempt holder, will be treated as unrelated business taxable
income, and
- for a foreign holder, will not qualify for any exemption from withholding
tax.
Certain Entities Should not Invest in Certificates Which are Residual
Interests. The fees and non-interest expenses of a REMIC will be allocated pro
rata to certificates that are residual interests in the REMIC. However,
individuals will only be able to deduct these expenses as miscellaneous itemized
deductions, which are subject to numerous restrictions and limitations under the
Internal Revenue Code of 1986. Therefore, the certificates that are residual
interests generally are not appropriate investments for--
- individuals,
- estates,
- trusts beneficially owned by any individual or estate, and
- pass-through entities having any individual, estate or trust as a
shareholder, member or partner.
In addition, the residual interest certificates are subject to numerous
transfer restrictions. These restrictions reduce your ability to liquidate a
residual interest certificate. For example, unless we indicate otherwise in the
related prospectus supplement, you will not be able to transfer a residual
interest certificate to a foreign person under the Internal Revenue Code of
1986.
CONTROL OF THE TRUST FUND MAY BE VESTED IN LESS THAN ALL THE RELATED
CERTIFICATEHOLDERS
Under some circumstances, the consent or approval of less than all the
holders of outstanding certificates of a series will be required to direct, and
will be sufficient to bind all certificateholders of such series to, various
actions, including amending the related agreement governing the trust fund in
some cases. See "Description of the Agreements--Events of Default", "--Rights
Upon Event of Default", "--Amendment" and "--List of Certificateholders".
BOOK-ENTRY REGISTRATION MAY AFFECT LIQUIDITY OF THE CERTIFICATES
Some offered certificates will be issued through the book-entry facilities
of The Depository Trust Company, commonly known as DTC. Because transfers and
pledges of certificates registered in the name of a nominee of DTC can be
effected only through book entries at DTC through participants, the liquidity of
the secondary market for DTC registered certificates may be reduced to the
extent that some investors are unwilling to hold securities in book entry form
in the name of DTC and the ability to pledge DTC
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registered certificates may be limited due to the lack of a physical
certificate. Beneficial owners of DTC registered certificates may, in some
cases, experience delay in the receipt of payments of principal and interest
since payments will be forwarded by the related trustee to DTC who will then
forward payment to the participants who will thereafter forward payment to
beneficial owners. In the event of the insolvency of DTC or a participant in
whose name DTC registered certificates are recorded, the ability of beneficial
owners to obtain timely payment and, if the limits of applicable insurance
coverage is otherwise unavailable, ultimate payment of principal and interest on
DTC registered certificates may be impaired.
ADDITIONAL RISK FACTORS WILL BE SET FORTH IN THE PROSPECTUS SUPPLEMENT RELATED
TO A SERIES OF CERTIFICATES
The prospectus supplement relating to a series of offered certificates will
set forth additional risk factors pertaining to the characteristics or behavior
of the mortgage assets to be included in a particular trust fund, and, if
applicable, the legal aspects of such mortgage assets, as well as any risk
factors pertaining to the investment in a particular class of offered
certificates.
DESCRIPTION OF THE TRUST FUNDS
Salomon Brothers Mortgage Securities VII, Inc., as depositor (in that
capacity, the "Depositor"), will establish one or more trust funds (each, a
"Trust Fund") to issue and sell from time to time mortgage pass-through
certificates (the "Certificates"). The Certificates offered by this prospectus
and by supplements to this prospectus (the "Offered Certificates") will be
offered from time to time in series. A series may include Certificates other
than those offered by this prospectus and by the related prospectus supplement.
Each series of Certificates will represent in the aggregate the entire
beneficial ownership interest in a particular Trust Fund.
MORTGAGE ASSETS
The primary assets of each Trust Fund (the "Mortgage Assets") will include:
- one or more various types of multifamily and/or commercial mortgage loans
(the "Mortgage Loans");
- mortgage participation certificates, pass-through certificates or other
mortgage-backed securities ("MBS") evidencing interests in, or secured by
pledges of one or more of various types of multifamily and/or commercial
mortgage loans;
- participation certificates, pass-through certificates or other securities
evidencing interests in, or secured by pledges of one or more MBS
("Tiered MBS"); or
- a combination of Mortgage Loans, MBS or Tiered MBS.
As used in this prospectus, "Mortgage Loans" refers to both whole Mortgage
Loans and Mortgage Loans underlying MBS or Tiered MBS. Mortgage Loans that
secure, or interests in which are evidenced by, MBS are sometimes referred to in
this prospectus as
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"Underlying Mortgage Loans". Mortgage Loans that are not Underlying Mortgage
Loans are sometimes referred to as "Whole Loans".
The Mortgage Assets will not be guaranteed or insured by the Depositor or
any of its affiliates or, unless otherwise provided in the related prospectus
supplement, by any governmental agency or instrumentality or by any other
person. Each Mortgage Asset will be selected by the Depositor for inclusion in a
Trust Fund from among those:
- originated by the Depositor; or
- purchased, either directly or indirectly, from a prior holder of the
Mortgage Asset (a "Mortgage Asset Seller"), which prior holder may or may
not be the originator of such Mortgage Loan or the issuer of such MBS or
Tiered MBS and may be an affiliate of the Depositor.
All Mortgage Assets will have been purchased by the Depositor on or before the
date of initial issuance of the related series of Certificates.
MORTGAGE LOANS
General. The Mortgage Loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages, deeds of trust or similar security
instruments (the "Mortgages") creating a lien on the properties (the "Mortgaged
Properties") consisting of--
- residential properties consisting of three or more rental or
cooperatively-owned dwelling units in high-rise, mid-rise or garden
apartment buildings or other residential structures ("Multifamily
Properties" and the related loans, "Multifamily Loans"), or
- office buildings, retail stores, hotels or motels, nursing homes,
hospitals or other health care-related facilities, mobile home parks,
warehouse facilities, mini-warehouse facilities or self-storage
facilities, industrial plants, mixed use or other types of commercial
properties or unimproved land ("Commercial Properties" and the related
loans, "Commercial Loans"),
located, unless otherwise specified in the related prospectus supplement, in any
one of the fifty states or the District of Columbia. Unless otherwise specified
in the related prospectus supplement, each of the Mortgage Loans will be secured
by a first mortgage or deed of trust or other similar security instrument
creating a first lien on a Mortgaged Property. Multifamily Property may include
mixed commercial and residential structures and may include apartment buildings
owned by private cooperative housing corporations ("Cooperatives"). The
Mortgaged Properties may include leasehold interests in properties, the title to
which is held by third-party lessors; however, unless otherwise specified in the
related prospectus supplement, the term of any such leasehold will exceed the
term of the mortgage note by at least two years. Each Mortgage Loan will have
been originated by a person (the "Originator") other than the Depositor.
Mortgage Loans will generally also be secured by an assignment of leases and
rents and/or operating or other cash flow guarantees relating to the Mortgage
Loan.
If so specified in the related prospectus supplement, Mortgage Assets for a
series of Certificates may include Mortgage Loans made on the security of real
estate projects
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under construction. In that case, the related prospectus supplement will
describe the procedures and timing for making disbursements from construction
reserve funds as portions of the related real estate project are completed. In
addition, the Mortgage Assets for a particular series of Certificates may
include Mortgage Loans that are delinquent or non-performing as of the date such
Certificates are issued. In that case, the related prospectus supplement will
set forth, as to each such Mortgage Loan, available information as to the period
of such delinquency or non-performance, any forbearance arrangement then in
effect, the condition of the related Mortgaged Property and the ability of the
Mortgaged Property to generate income to service the mortgage debt.
Default and Loss Considerations with Respect to the Mortgage
Loans. Mortgage loans secured by commercial and multifamily properties are
markedly different from owner-occupied single-family home mortgage loans. The
repayment of loans secured by commercial or multifamily properties is typically
dependent upon the successful operation of such property rather than upon the
liquidation value of the real estate. Unless otherwise specified in the related
prospectus supplement, the Mortgage Loans will be non-recourse loans, which
means that, absent special facts, the mortgagee may look only to the Net
Operating Income from the property for repayment of the mortgage debt, and not
to any other of the mortgagor's assets, in the event of the mortgagor's default.
Lenders typically look to the Debt Service Coverage Ratio of a loan secured by
income-producing property as an important measure of the risk of default on such
a loan. The "Debt Service Coverage Ratio" of a Mortgage Loan at any given time
is the ratio of the Net Operating Income for a 12-month period to the annualized
scheduled payments on the Mortgage Loan. "Net Operating Income" means, for any
given period, unless otherwise specified in the related prospectus supplement,
the total operating revenues derived from a Mortgaged Property during such
period, minus the total operating expenses incurred in respect of such Mortgaged
Property during such period other than--
- non-cash items such as depreciation and amortization,
- capital expenditures, and
- debt service on loans secured by the Mortgaged Property.
The Net Operating Income of a Mortgaged Property will fluctuate over time and
may be sufficient or insufficient to cover debt service on the related Mortgage
Loan at any given time.
As the primary component of Net Operating Income, rental income, and
maintenance payments from tenant-stockholders of a Cooperative, is subject to
the vagaries of the applicable real estate market and/or business climate.
Properties typically leased, occupied or used on a short-term basis, such as
health care-related facilities, hotels and motels, and mini-warehouse and
self-storage facilities, tend to be affected more rapidly by changes in market
or business conditions than do properties leased, occupied or used for longer
periods, such as, typically, warehouses, retail stores, office buildings and
industrial plants. Commercial Loans may be secured by owner-occupied Mortgaged
Properties or Mortgaged Properties leased to a single tenant. Accordingly, a
decline in the financial condition of the mortgagor or single tenant, as
applicable, may
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have a disproportionately greater effect on the Net Operating Income from such
Mortgaged Properties than would be the case with respect to Mortgaged Properties
with multiple tenants.
Changes in the expense components of Net Operating Income due to the
general economic climate or economic conditions in a locality or industry
segment, such as increases in interest rates, real estate and personal property
tax rates and other operating expenses including energy costs; changes in
governmental rules, regulations and fiscal policies, including environmental
legislation; and acts of God may also affect the risk of default on the related
Mortgage Loan. As may be further described in the related prospectus supplement,
in some cases leases of Mortgaged Properties may provide that the lessee, rather
than the mortgagor, is responsible for payment of some of these expenses ("Net
Leases"); however, because leases are subject to default risks as well when a
tenant's income is insufficient to cover its rent and operating expenses, the
existence of such "net of expense" provisions will only temper, not eliminate,
the impact of expense increases on the performance of the related Mortgage Loan.
While the duration of leases and the existence of any "net of expense"
provisions are often viewed as the primary considerations in evaluating the
credit risk of mortgage loans secured by some income-producing properties, such
risk may be affected equally or to a greater extent by changes in government
regulation of the operator of the property. Examples of the latter include
mortgage loans secured by health care-related facilities and hospitals, the
income from which and the operating expenses of which are subject to state
and/or federal regulations, such as Medicare and Medicaid, and multifamily
properties and mobile home parks, which may be subject to state or local rent
control regulation and, in some cases, restrictions on changes in use of the
property. Low- and moderate-income housing may be particularly subject to legal
limitations and regulations but, because of such regulations, may also be less
sensitive to fluctuations in market rents generally.
The liquidation value of any Mortgaged Property may be adversely affected
by risks generally incident to interests in real property, including declines in
rental or occupancy rates. Lenders generally use the Loan-to-Value Ratio of a
mortgage loan as a measure of risk of loss if a property must be liquidated upon
a default by the mortgagor. The "Loan-to-Value Ratio" of a Mortgage Loan at any
given time is the ratio, expressed as a percentage, of the then outstanding
principal balance of the Mortgage Loan to the Value of the related Mortgaged
Property. The "Value" of a Mortgaged Property, other than with respect to
Refinance Loans, is generally the lesser of--
- the appraised value determined in an appraisal obtained by the originator
at origination of such loan, and
- the sales price for such property. Refinance Loans are loans made to
refinance existing loans.
The Value of the Mortgaged Property securing a Refinance Loan is the appraised
value of the Mortgaged Property determined in an appraisal obtained at the time
of origination of the Refinance Loan. The Value of a Mortgaged Property as of
the date of initial
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issuance of the related series of Certificates may be less than the value at
origination and will fluctuate from time to time based upon changes in economic
conditions and the real estate market.
Appraised values of income-producing properties may be based on--
- the market comparison method, which is based on the recent resale value
of comparable properties at the date of the appraisal,
- the cost replacement method, which is based on the cost of replacing the
property at that date,
- the income capitalization method, which is based on a projection of value
based upon the property's projected net cash flow, or
- a selection from or interpolation of the values derived from those
methods.
Each of these appraisal methods presents analytical challenges. It is often
difficult to find truly comparable properties that have recently been sold; the
replacement cost of a property may have little to do with its current market
value; and income capitalization is inherently based on inexact projections of
income and expense and the selection of an appropriate capitalization rate.
Where more than one of these appraisal methods are used and create significantly
different results, or where a high Loan-to-Value Ratio accompanies a high Debt
Service Coverage Ratio, or vice versa, the analysis of default and loss risks is
even more difficult.
While the Depositor believes that the foregoing considerations are
important factors that generally distinguish the Mortgage Loans from
single-family mortgage loans and provide insight to the risks associated with
income-producing real estate, there is no assurance that such factors will in
fact have been considered by the Originators of the Mortgage Loans, or that, for
a particular Mortgage Loan, they are complete or relevant. See "Risk Factors".
Mortgage Loan Information in Prospectus Supplements. Each prospectus
supplement will contain information, as of the date of such prospectus
supplement and to the extent then applicable and specifically known to the
Depositor, with respect to the Mortgage Loans constituting related Trust Assets,
including--
- the aggregate outstanding principal balance and the largest, smallest and
average outstanding principal balance of the Mortgage Loans as of the
applicable Cut-off Date,
- the type of property securing the Mortgage Loans, such as, Multifamily
Property or Commercial Property and the type of property in each such
category,
- the original and remaining terms to maturity of the Mortgage Loans, and
the seasoning of the Mortgage Loans,
- the earliest and latest origination date and maturity date and weighted
average original and remaining terms to maturity of the Mortgage Loans,
- the Loan-to-Value Ratios at origination of the Mortgage Loans,
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- the Mortgage Rates or range of Mortgage Rates and the weighted average
Mortgage Rate borne by the Mortgage Loans,
- the geographical distribution of the Mortgaged Properties on a
state-by-state basis,
- information with respect to the prepayment provisions, if any, of the
Mortgage Loans,
- the weighted average Retained Interest, if any,
- with respect to Mortgage Loans with adjustable Mortgage Rates ("ARM
Loans"), the adjustment dates, the highest, lowest and weighted average
margin, and the maximum Mortgage Rate variation at the time of any
adjustment and over the life of the ARM Loan,
- the Debt Service Coverage Ratio either at origination or as of a more
recent date, or both, and
- information regarding the payment characteristics of the Mortgage Loans,
including without limitation balloon payment and other amortization
provisions.
The related prospectus supplement will also contain information available to the
Depositor with respect to the provisions of leases and the nature of tenants of
the Mortgaged Properties and other information referred to in a general manner
under "Description of the Trust Funds--Mortgage Loans--Default and Loss
Considerations with Respect to the Mortgage Loans" above. If specific
information respecting the Mortgage Loans is not known to the Depositor at the
time Certificates are initially offered, more general information of the nature
described above will be provided in the prospectus supplement, and specific
information will be set forth in a report that will be available to purchasers
of the related Certificates at or before the initial issuance of those
Certificates and will be filed as part of a Current Report on Form 8-K with the
Securities and Exchange Commission within fifteen days after such initial
issuance.
Payment Provisions of the Mortgage Loans. Unless otherwise specified in
the related prospectus supplement, all of the Mortgage Loans will--
- have individual principal balances at origination of not less than
$25,000,
- have original terms to maturity of not more than 40 years, and
- provide for payments of principal, interest or both, on due dates that
occur monthly, quarterly, semi-annually or at such other interval as
specified in the related prospectus supplement.
Each Mortgage Loan may provide for no accrual of interest or for accrual of
interest thereon at an interest rate (a "Mortgage Rate") that--
- is fixed over its term,
- adjusts from time to time,
- may be converted from an adjustable to a fixed Mortgage Rate, or
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- may be converted from a fixed to an adjustable Mortgage Rate, from time
to time at the mortgagor's election, in each case as described in the
related prospectus supplement.
Each Mortgage Loan may provide for scheduled payments to maturity or
payments that adjust from time to time to accommodate changes in the Mortgage
Rate or to reflect the occurrence of specified events, and may provide for
negative amortization or accelerated amortization, in each case as described in
the related prospectus supplement. Each Mortgage Loan may be fully amortizing or
require a balloon payment due on its stated maturity date, in each case as
described in the related prospectus supplement. Each Mortgage Loan may contain
prohibitions on prepayment (a "Lock-out Period" and the date of expiration of
that prohibition, a "Lock-out Date") or require payment of a premium or a yield
maintenance penalty (a "Prepayment Premium") in connection with a prepayment, in
each case as described in the related prospectus supplement. In the event that
holders of any class or classes of Offered Certificates will be entitled to all
or a portion of any Prepayment Premiums collected in respect of Mortgage Loans,
the related prospectus supplement will specify the method or methods by which
any such amounts will be allocated.
A Mortgage Loan may also contain provisions entitling the mortgagee to a
share of profits realized from the operation or disposition of the Mortgaged
Property ("Equity Participation"), as described in the related prospectus
supplement. In the event that holders of any class or classes of Offered
Certificates will be entitled to all or a portion of an Equity Participation,
the related prospectus supplement will specify the terms and provisions of the
Equity Participation and the method or methods by which distributions in respect
of the Equity Participation will be allocated among such Certificates.
MBS AND TIERED MBS
MBS and Tiered MBS may include--
- private participation certificates, pass-through certificates or other
securities, that are, not guaranteed or insured by the United States or
any agency or instrumentality of the United States, or
- certificates insured or guaranteed by Fannie Mae, Freddie Mac or GNMA,
provided that each MBS and Tiered MBS will evidence an interest directly or
indirectly in, or will be secured by a pledge of, mortgage loans that conform to
the descriptions of the Mortgage Loans contained in this prospectus.
Any MBS or Tiered MBS will have been issued under a participation and
servicing agreement, a pooling and servicing agreement, an indenture or similar
agreement (an "MBS Agreement"). A seller (the "MBS Issuer") and/or servicer (the
"MBS Servicer") of the underlying Mortgage Loans in the case of MBS, or of the
underlying MBS, in the case of Tiered MBS will have entered into the MBS
Agreement with a trustee or a custodian under the MBS Agreement (the "MBS
Trustee"), if any, or with the original purchaser of the interest in the
underlying Mortgage Loans evidenced by
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MBS in the case of MBS, or of the interest in the underlying MBS evidenced by
the Tiered MBS in the case of Tiered MBS.
Distributions of principal and interest will be made on MBS and Tiered MBS
on the dates specified in the related prospectus supplement. MBS and Tiered MBS
may be issued in one or more classes with characteristics similar to the classes
of Certificates described in this prospectus. Principal and interest
distributions will be made on MBS and Tiered MBS by the MBS Trustee or the MBS
Servicer. The MBS Issuer or the MBS Servicer or another person specified in the
related prospectus supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS or Tiered MBS after a specific date or
under other circumstances specified in the related prospectus supplement.
Enhancement in the form of reserve funds, subordination or other credit
support similar to that described for the Certificates under "Description of
Credit Support" may be provided with respect to MBS and Tiered MBS. The type,
characteristics and amount of such credit support, if any, will be a function of
the characteristics of the Mortgage Loans evidenced by or securing such MBS in
the case of MBS, and a function of such characteristics and the characteristics
of the related MBS evidenced by or securing such Tiered MBS, in the case of
Tiered MBS and other factors and generally will have been established for MBS or
Tiered MBS on the basis of requirements of either any Rating Agency that may
have assigned a rating to such MBS or Tiered MBS or the initial purchasers of
such MBS or Tiered MBS.
The prospectus supplement for a series of Certificates evidencing interests
in Mortgage Assets that include MBS or Tiered MBS will specify, to the extent
available--
- the aggregate approximate initial and outstanding principal amount and
type of the MBS or Tiered MBS to be included in the Trust Fund,
- the original and remaining term to stated maturity of the MBS or Tiered
MBS, if applicable,
- the pass-through or bond rate of the MBS or Tiered MBS or formula for
determining such rates,
- the applicable payment provisions for the MBS or Tiered MBS,
- the MBS Issuer, MBS Servicer and MBS Trustee, as applicable,
- characteristics of the credit support, if any, such as subordination,
reserve funds, insurance policies, letters of credit or guarantees
relating to the related Underlying Mortgage Loans or directly to such MBS
or Tiered MBS,
- the terms on which the related Underlying Mortgage Loans for such MBS, or
the MBS or Tiered MBS may, or are required to, be purchased prior to
their maturity,
- the terms on which Mortgage Loans may be substituted for those originally
underlying the MBS or Tiered MBS,
- the servicing fees payable under the MBS Agreement,
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- to the extent available to the Depositor, the type of information in
respect of the Underlying Mortgage Loans described under "Description of
the Trust Funds--Mortgage Loans--Mortgage Loan Information in Prospectus
Supplements", and
- the characteristics of any cash flow agreements that are included as part
of the trust fund evidenced or secured by the MBS or Tiered MBS.
CERTIFICATE ACCOUNTS
Each Trust Fund will include one or more accounts (collectively, the
"Certificate Account") established and maintained on behalf of the
Certificateholders into which the person or persons designated in the related
prospectus supplement will, to the extent described in this prospectus and in
that prospectus supplement deposit all payments and collections received or
advanced with respect to the Mortgage Assets and other assets in the Trust Fund.
A Certificate Account may be maintained as an interest bearing or a non-interest
bearing account. Funds held in a Certificate Account may be held as cash or
invested in short-term, investment grade obligations, in each case as described
in the related prospectus supplement.
CREDIT SUPPORT
If so provided in the related prospectus supplement, partial or full
protection against various defaults and losses on the Mortgage Assets in the
related Trust Fund may be provided to one or more classes of Certificates in the
related series in the form of subordination of one or more other classes of
Certificates in such series or by one or more other types of credit support,
such as a letter of credit, insurance policy, guarantee, reserve fund or another
type of credit support, or a combination of those types of credit support (any
such coverage with respect to the Certificates of any series, "Credit Support").
The amount and types of coverage, the identification of the entity providing the
coverage, if applicable, and related information with respect to each type of
Credit Support, if any, will be described in the prospectus supplement for a
series of Certificates. The prospectus supplement for any series of Certificates
evidencing an interest in a Trust Fund that includes MBS or Tiered MBS will
describe any similar forms of credit support that are provided by or with
respect to, or are included as part of the trust fund evidenced by or providing
security for, such MBS or Tiered MBS. See "Risk Factors" and "Description of
Credit Support".
CASH FLOW AGREEMENTS
If so provided in the related prospectus supplement, the Trust Fund may
include guaranteed investment contracts under which moneys held in the funds and
accounts established for the related series will be invested at a specified
rate. The Trust Fund may also include other agreements, such as interest rate
exchange agreements, interest rate cap or floor agreements, currency exchange
agreements or similar agreements provided to reduce the effects of interest rate
or currency exchange rate fluctuations on the Mortgage Assets on one or more
classes of Certificates. The principal terms of any such guaranteed investment
contract or other agreement (any such agreement, a "Cash Flow
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Agreement"), including, without limitation, provisions relating to the timing,
manner and amount of payments thereunder and provisions relating to the
termination of the Cash Flow Agreement, will be described in the prospectus
supplement for the related series. In addition, the related prospectus
supplement will provide information with respect to the obligor under any such
Cash Flow Agreement. The prospectus supplement for any series of Certificates
evidencing an interest in a Trust Fund that includes MBS or Tiered MBS will
describe any cash flow agreements that are included as part of the trust fund
evidencing or providing security for such MBS or Tiered MBS.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Certificates will be
applied by the Depositor to the purchase of Trust Assets or will be used by the
Depositor for general corporate purposes. The Depositor expects to sell the
Certificates from time to time, but the timing and amount of offerings of
Certificates will depend on a number of factors, including the volume of
Mortgage Assets acquired by the Depositor, prevailing interest rates,
availability of funds and general market conditions.
YIELD CONSIDERATIONS
GENERAL
The yield on any Offered Certificate will depend on the price paid by the
Certificateholder, the Pass-Through Rate of the Certificate, the receipt and
timing of receipt of distributions on the Certificate and the weighted average
life of the Mortgage Assets in the related Trust Fund. See "Risk Factors". The
following discussion contemplates a Trust Fund that consists solely of Mortgage
Loans. While the characteristics and behavior of mortgage loans underlying MBS
and Tiered MBS can generally be expected to have the same effect on the yield to
maturity and/or weighted average life of a Class of Certificates as will the
characteristics and behavior of comparable Mortgage Loans, the effect may differ
due to the payment characteristics of the MBS and Tiered MBS. If a Trust Fund
includes MBS or Tiered MBS, the related prospectus supplement will discuss the
effect that the MBS or Tiered MBS payment characteristics may have on the yield
and weighted average lives of the Certificates offered thereby.
PASS-THROUGH RATE
Certificates of any class within a series may have fixed, variable or
adjustable Pass-Through Rates, which may or may not be based upon the interest
rates borne by the Mortgage Loans in the related Trust Fund. The prospectus
supplement with respect to any series of Certificates will specify the
Pass-Through Rate for each class of such Certificates or, in the case of a
variable or adjustable Pass-Through Rate, the method of determining the
Pass-Through Rate; the effect, if any, of the prepayment of any Mortgage Loans
on the Pass-Through Rate of one or more classes of Certificates; and
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whether the distributions of interest on the Certificates of any class will be
dependent, in whole or in part, on the performance of any obligor under a Cash
Flow Agreement.
TIMING OF PAYMENT OF INTEREST AND PRINCIPAL
Each payment of interest on the Certificates, or addition to the
Certificate Balance of a class of Accrual Certificates, on a Distribution Date
will include interest accrued during the Interest Accrual Period for such
Distribution Date. If the Interest Accrual Period ends on a date other than a
Distribution Date for the related series, the yield realized by the holders of
such Certificates may be lower than the yield that would result if the Interest
Accrual Period ended on such Distribution Date. In addition, if so specified in
the related prospectus supplement, interest accrued for an Interest Accrual
Period for one or more classes of Certificates may be calculated on the
assumption that distributions of principal, and additions to the Certificate
Balance of Accrual Certificates, and allocations of losses on the Mortgage
Assets may be made on the first day of the Interest Accrual Period for a
Distribution Date and not on such Distribution Date. Such method would produce a
lower effective yield than if interest were calculated on the basis of the
actual principal amount outstanding during an Interest Accrual Period. The
Interest Accrual Period for any class of Offered Certificates will be described
in the related prospectus supplement.
PRINCIPAL PREPAYMENTS
The yield to maturity on the Certificates will be affected by the rate of
principal payments on the Mortgage Loans, including principal prepayments on
Mortgage Loans resulting from both voluntary prepayments by the mortgagors and
involuntary liquidations. The rate at which principal prepayments occur on the
Mortgage Loans will be affected by a variety of factors, including, without
limitation, the terms of the Mortgage Loans, the level of prevailing interest
rates, the availability of mortgage credit and economic, demographic,
geographic, tax, legal and other factors. In general, however, if prevailing
interest rates fall significantly below the Mortgage Rates on the Mortgage Loans
in a particular Trust Fund, such Mortgage Loans are likely to be the subject of
higher principal prepayments than if prevailing rates remain at or above the
rates borne by such Mortgage Loans. In this regard, it should be noted that some
Mortgage Assets may consist of Mortgage Loans with different Mortgage Rates and
the stated pass-through or pay-through interest rate of some MBS or Tiered MBS
may be a number of percentage points higher or lower than the rates on some or
all of the Underlying Mortgage Loans or underlying MBS in the case of Tiered
MBS. The rate of principal payments on some or all of the classes of
Certificates of a series will correspond to the rate of principal payments on
the Mortgage Loans in the related Trust Fund and is likely to be affected by the
existence of Lock-out Periods and Prepayment Premium provisions of the Mortgage
Loans, and by the extent to which the servicer of any such Mortgage Loan is able
to enforce such provisions. Mortgage Loans with a Lock-out Period or a
Prepayment Premium provision, to the extent enforceable, generally would be
expected to experience a lower rate of principal prepayments than otherwise
identical Mortgage Loans without such provisions, with shorter Lock-out Periods
or with lower Prepayment Premiums.
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If the purchaser of a Certificate offered at a discount calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is faster than that actually experienced on the Mortgage Loans,
the actual yield to maturity will be lower than that so calculated. Conversely,
if the purchaser of a Certificate offered at a premium calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is slower than that actually experienced on the Mortgage Assets,
the actual yield to maturity will be lower than that so calculated. In either
case, if so provided in the prospectus supplement for a series of Certificates,
the effect on yield on one or more classes of the Certificates of such series of
prepayments of the Mortgage Loans in the related Trust Fund may be mitigated or
exacerbated by any provisions for sequential or selective distribution of
principal to such classes.
The timing of changes in the rate of principal payments on the Mortgage
Loans may significantly affect an investor's actual yield to maturity, even if
the average rate of distributions of principal is consistent with an investor's
expectation. In general, the earlier a principal payment is received on the
Mortgage Loans and distributed on a Certificate, the greater the effect on such
investor's yield to maturity. The effect on an investor's yield of principal
payments occurring at a rate higher, or lower, than the rate anticipated by the
investor during a given period may not be offset by a subsequent like decrease,
or increase, in the rate of principal payments.
PREPAYMENTS--MATURITY AND WEIGHTED AVERAGE LIFE
The rates at which principal payments are received on the Mortgage Loans
and the rate at which payments are made from any Credit Support or Cash Flow
Agreement for the related series of Certificates may affect the ultimate
maturity and the weighted average life of each class of such series. Prepayments
on the Mortgage Loans comprising or underlying the Mortgage Assets in a
particular Trust Fund will generally accelerate the rate at which principal is
paid on some or all of the classes of the Certificates of the related series.
If so provided in the prospectus supplement for a series of Certificates,
one or more classes of Certificates may have a final scheduled Distribution
Date, which is the date on or prior to which the Certificate Balance of those
Certificates is scheduled to be reduced to zero, calculated on the basis of the
assumptions applicable to such series set forth in the related prospectus
supplement.
Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of principal of such
security will be repaid to the investor. The weighted average life of a class of
Certificates of a series will be influenced by the rate at which principal on
the Mortgage Loans is paid to such class, which may be in the form of scheduled
amortization or prepayments. For this purpose, the term "prepayment" includes
prepayments, in whole or in part, and liquidations due to default. Prepayments
on loans are also commonly measured relative to a prepayment standard or model,
such as the Constant Prepayment Rate ("CPR") prepayment model or the Standard
Prepayment Assumption ("SPA") prepayment model, each as described below. CPR
represents a constant assumed rate of prepayment each month relative to
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the then outstanding principal balance of a pool of loans for the life of such
loans. SPA represents an assumed rate of prepayment each month relative to the
then outstanding principal balance of a pool of loans. A prepayment assumption
of 100% of SPA assumes prepayment rates of 0.2% per annum of the then
outstanding principal balance of such loans in the first month of the life of
the loans and an additional 0.2% per annum in each month thereafter until the
thirtieth month. Beginning in the thirtieth month and in each month thereafter
during the life of the loans, 100% of SPA assumes a constant prepayment rate of
6% per annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of loans, including the Mortgage
Loans underlying or comprising the Mortgage Assets. Moreover, CPR and SPA were
developed based upon historical prepayment experience for single-family loans.
Thus, it is likely that prepayment of any Mortgage Loans comprising or
underlying the Mortgage Assets for any series will not conform to any particular
level of CPR or SPA.
The Depositor is not aware of any meaningful publicly available prepayment
statistics for multifamily or commercial mortgage loans.
The prospectus supplement with respect to each series of Certificates will
contain tables, if applicable, setting forth the projected weighted average life
of each class of Offered Certificates of such series and the percentage of the
initial Certificate Balance of each such class that would be outstanding on
specified Distribution Dates based on the assumptions stated in such prospectus
supplement, including assumptions that prepayments on the Mortgage Loans
comprising or underlying the related Mortgage Assets are made at rates
corresponding to various percentages of CPR, SPA or at such other rates
specified in such prospectus supplement. Such tables and assumptions are
intended to illustrate the sensitivity of weighted average life of the
Certificates to various prepayment rates and will not be intended to predict or
to provide information that will enable investors to predict the actual weighted
average life of the Certificates. It is unlikely that prepayment of any Mortgage
Loans comprising or underlying the Mortgage Assets for any series will conform
to any particular level of CPR, SPA or any other rate specified in the related
prospectus supplement.
OTHER FACTORS AFFECTING WEIGHTED AVERAGE LIFE
Type of Mortgage Loan. Some Mortgage Loans may have balloon payments due
at maturity, and because the ability of a mortgagor to make a balloon payment
typically will depend upon its ability either to refinance the loan or to sell
the related Mortgaged Property, there is a risk that a Mortgage Loan having a
balloon payment provision may default at maturity, or that the servicer may
extend the maturity of such a Mortgage Loan in connection with a workout. In the
case of defaults, recovery of proceeds may be delayed by, among other things,
bankruptcy of the mortgagor or adverse conditions in the market where the
property is located. In order to minimize losses on defaulted Mortgage Loans,
the servicer may, to the extent and under the circumstances set forth in the
related prospectus supplement, be permitted to modify Mortgage Loans that are in
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default or as to which a payment default is imminent. Any defaulted balloon
payment or modification that extends the maturity of a Mortgage Loan will tend
to extend the weighted average life of the Certificates, thereby lengthening the
period of time elapsed from the date of issuance of a Certificate until it is
retired.
Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the Mortgage Loans that are foreclosed in relation to the
number and principal amount of Mortgage Loans that are repaid in accordance with
their terms will affect the weighted average life of those Mortgage Loans and
that of the related series of Certificates. Servicing decisions made with
respect to the Mortgage Loans, including the use of payment plans prior to a
demand for acceleration and the restructuring of Mortgage Loans in bankruptcy
proceedings, may also have an effect upon the payment patterns of particular
Mortgage Loans and thus the weighted average life of the Certificates.
Due-on-Sale and Due-on-Encumbrance Clauses. Acceleration of mortgage
payments as a result of specific transfers of or the creation of encumbrances
upon underlying Mortgaged Property is another factor affecting prepayment rates
that may not be reflected in the prepayment standards or models used in the
relevant prospectus supplement. A number of the Mortgage Loans may include
due-on-sale clauses or due-on-encumbrance clauses that allow the holder of the
Mortgage Loans to demand payment in full of the remaining principal balance of
the Mortgage Loans upon sale or other transfers of or the creation of
encumbrances upon the related Mortgaged Property. With respect to any Whole
Loans, unless otherwise provided in the related prospectus supplement, the
Master Servicer, on behalf of the Trust Fund, will be required to exercise, or
waive its right to exercise, any such right that the Trustee may have as
mortgagee to accelerate payment of the Whole Loan in a manner consistent with
the servicing standard specified in the related prospectus supplement or, if no
such standard is specified, consistent with the Master Servicer's normal
servicing practices. See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale
and Due-on-Encumbrance" and "Description of the Agreements--Due-on-Sale and
Due-on-Encumbrance Provisions".
Single Mortgage Loan or Single Mortgagor. The Mortgage Assets in a
particular Trust Fund may consist of a single Mortgage Loan or obligations of a
single mortgagor or related mortgagors as specified in the related prospectus
supplement. Assumptions used with respect to the prepayment standards or models
based upon analysis of the behavior of mortgage loans in a larger group will not
necessarily be relevant in determining prepayment experience on a single
Mortgage Loan or with respect to a single mortgagor.
NEGATIVE AMORTIZATION
The weighted average life of a class of Certificates can be affected by
Mortgage Loans that permit negative amortization to occur. To the extent that
deferred interest is added to the principal balance of any of such Mortgage
Loans, future interest accruals are computed on that higher principal balance
and less of the scheduled payment is
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available to amortize the unpaid principal over the remaining amortization term
of the Mortgage Loan. Accordingly, the weighted average lives of those Mortgage
Loans, and the weighted average lives of the classes of Certificates to which
any of that negative amortization is allocated, will increase. During a period
of declining interest rates, the portion of each scheduled payment in excess of
the scheduled interest and principal due will be applied to reduce the
outstanding principal balance of the related Mortgage Loan, thereby resulting in
accelerated amortization of such Mortgage Loan. Any such acceleration in
amortization of its principal balance will shorten the weighted average life of
such Mortgage Loan and, correspondingly, the weighted average lives of
Certificates entitled to principal payments.
THE DEPOSITOR
Salomon Brothers Mortgage Securities VII, Inc. (the "Depositor") was
incorporated in the State of Delaware on January 27, 1987 as an indirect
wholly-owned subsidiary of Salomon Smith Barney Holdings Inc and is an affiliate
of Salomon Smith Barney Inc. The Depositor was organized for the purpose of
serving as a private secondary mortgage market conduit. The Depositor maintains
its principal office at 388 Greenwich Street, New York, New York 10013. Its
telephone number is (212) 816-6000.
The Depositor does not have, nor is it expected in the future to have, any
significant assets.
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Certificates of each series, including any class of Certificates not
offered hereby, will represent the entire beneficial ownership interest in the
Trust Fund created under the related Agreement. Each series of Certificates will
consist of one or more classes of Certificates, including Offered Certificates,
that may:
- provide for the accrual of interest thereon based on fixed, variable or
adjustable rates;
- be senior (collectively, "Senior Certificates") or subordinate
(collectively, "Subordinate Certificates") to one or more other classes
of Certificates in respect of some or all distributions on the
Certificates;
- be entitled to principal distributions, with disproportionately low,
nominal or no interest distributions (collectively, "Stripped Principal
Certificates");
- be entitled to interest distributions, with disproportionately low,
nominal or no principal distributions (collectively, "Stripped Interest
Certificates");
- provide for distributions of accrued interest thereon commencing only
following the occurrence of specific events, such as the retirement of
one or more other classes of Certificates of such series (collectively,
"Accrual Certificates");
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- provide for distributions of principal sequentially, or based on
specified payment schedules or other methodologies, to the extent of
available funds; and/or
- provide for cash distributions based on available funds (collectively,
"Spread Certificates"), in each case as described in the related
prospectus supplement.
Unless otherwise provided in the related prospectus supplement, each class
of Offered Certificates of a series will be issued in minimum denominations
corresponding to the Certificate Balances or, in case of Stripped Interest
Certificates, notional amounts specified in such prospectus supplement. The
transfer of any Offered Certificates may be registered and such Certificates may
be exchanged without the payment of any service charge payable in connection
with such registration of transfer or exchange, but the Depositor or the Trustee
or any agent of the Depositor or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge. One or more classes of
Certificates of a series may be issued in definitive form ("Definitive
Certificates") or in book-entry form ("Book-Entry Certificates"), as provided in
the related prospectus supplement. Definitive Certificates will be exchangeable
for other Certificates of the same class and series of a like aggregate
Certificate Balance or notional amount but of different authorized
denominations. See "Risk Factors" and "Description of the
Certificates--Book-Entry Registration and Definitive Certificates".
DISTRIBUTIONS
Distributions on the Certificates of each series will be made by or on
behalf of the Trustee or the Master Servicer on each date as specified in the
related prospectus supplement (the "Distribution Date"), which may be monthly,
quarterly, semi-annually or at some other interval, only from the assets of the
related Trust Fund, to the extent of the Available Distribution Amount for such
series and such Distribution Date, except as otherwise provided in the related
prospectus supplement. Except as otherwise specified in the related prospectus
supplement, distributions, other than the final distribution, will be made to
the persons in whose names the Certificates are registered at the close of
business on the last business day of the month preceding the month in which the
Distribution Date occurs (the "Record Date"), and the amount of each
distribution will be determined as of the close of business on the date
specified in the related prospectus supplement (the "Determination Date"). All
distributions with respect to each class of Certificates on each Distribution
Date will be allocated pro rata among the outstanding Certificates in such
class. Payments will be made either:
- by wire transfer in immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if
1. the Certificateholder has so notified the Trustee or other person
required to make such payments no later than the date specified in the
related prospectus supplement, and
2. if so provided in the related prospectus supplement, holds
Certificates in the requisite amount or denomination specified in the
related prospectus supplement; or
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- by check mailed to the address of the person entitled thereto as it
appears on the Certificate Register;
provided, however, that the final distribution in retirement of any class of
Certificates, whether Definitive Certificates or Book-Entry Certificates, will
be made only upon presentation and surrender of the Certificates at the location
specified in the notice to Certificateholders of such final distribution.
AVAILABLE DISTRIBUTION AMOUNT
All distributions on the Certificates of each series on each Distribution
Date will be made from the Available Distribution Amount described below, in
accordance with the terms described in the related prospectus supplement. Unless
provided otherwise in the related prospectus supplement, the "Available
Distribution Amount" for each Distribution Date will equal the sum of the
following amounts:
- the total amount of all cash on deposit in the related Certificate
Account as of the corresponding Determination Date, exclusive of:
1. all scheduled payments of principal and interest collected but due on
a date subsequent to the related Due Period (unless the related
prospectus supplement provides otherwise, a "Due Period" with respect
to any Distribution Date will commence on the second day of the month
in which the immediately preceding Distribution Date occurs, or the
day after the Cut-off Date in the case of the first Due Period, and
will end on the first day of the month of the related Distribution
Date),
2. all prepayments, together with related payments of the interest
thereon and related Prepayment Premiums, Liquidation Proceeds,
Insurance Proceeds and other unscheduled recoveries received
subsequent to the related Prepayment Period, as defined in the related
prospectus supplement, and
3. all amounts in the Certificate Account that are due or reimbursable to
the Depositor, the Trustee, a Mortgage Asset Seller, a Sub-Servicer or
the Master Servicer or that are payable in respect of some expenses of
the related Trust Fund;
- if the related prospectus supplement so provides, interest or investment
income on amounts on deposit in the Certificate Account, including any
net amounts paid under any Cash Flow Agreements;
- all advances made by a Master Servicer with respect to such Distribution
Date;
- if and to the extent the related prospectus supplement so provides,
amounts paid by a Master Servicer with respect to interest shortfalls
resulting from prepayments during the related Prepayment Period; and
- to the extent not on deposit in the related Certificate Account as of the
corresponding Determination Date, any amounts collected under, from or in
respect of any Credit Support with respect to such Distribution Date.
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As described below, the entire Available Distribution Amount will be
distributed to the holders of the related Certificates, including any
Certificates not offered hereby, on each Distribution Date, and accordingly will
be released from the Trust Fund and will not be available for any future
distributions.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of Certificates, other than various classes of Stripped
Principal Certificates and Spread Certificates that have no Pass-Through Rate,
will accrue interest thereon based on a rate (the "Pass-Through Rate"), which
may be a fixed, variable or adjustable. The related prospectus supplement will
specify the Pass-Through Rate for each class or, in the case of a variable or
adjustable Pass-Through Rate, the method for determining the Pass-Through Rate.
Unless otherwise specified in the related prospectus supplement, interest on the
Certificates will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.
Distributions of interest in respect of the Certificates of any class will
be made on each Distribution Date, other than any class of Accrual Certificates,
which will be entitled to distributions of accrued interest commencing only on
the Distribution Date, or under the circumstances, specified in the related
prospectus supplement, and any class of Stripped Principal Certificates and
Spread Certificates that are not entitled to any distributions of interest,
based on the Accrued Certificate Interest for such class and such Distribution
Date, subject to the sufficiency of the portion of the Available Distribution
Amount allocable to such class on such Distribution Date. Prior to the time
interest is distributable on any class of Accrual Certificates, the amount of
Accrued Certificate Interest otherwise distributable on such class will be added
to its Certificate Balance on each Distribution Date. With respect to each class
of Certificates, other than various classes of Stripped Interest Certificates
and Spread Certificates, for each Distribution Date, "Accrued Certificate
Interest" will be equal to interest accrued for a specified period on the
outstanding Certificate Balance of that class immediately prior to the
Distribution Date, at the applicable Pass-Through Rate, reduced as described
below. Unless otherwise provided in the related prospectus supplement, Accrued
Certificate Interest on Stripped Interest Certificates will be equal to interest
accrued for a specified period on the outstanding notional amount of those
Stripped Interest Certificates immediately prior to each Distribution Date, at
the applicable Pass-Through Rate, reduced as described below. The method of
determining the notional amount for any class of Stripped Interest Certificates
will be described in the related prospectus supplement. Reference to the
notional amount is solely for convenience in making calculations and does not
represent the right to receive any distributions of principal. Unless otherwise
provided in the related prospectus supplement, the Accrued Certificate Interest
on a series of Certificates will be reduced in the event of prepayment interest
shortfalls, which are shortfalls in collections of interest for a full accrual
period resulting from prepayments prior to the due date in such accrual period
on the Mortgage Loans comprising or underlying the Mortgage Assets in the Trust
Fund for such series. The particular manner in which such shortfalls are to be
allocated among some or all of the classes of Certificates of that series will
be specified in the related prospectus
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supplement. The related prospectus supplement will also describe the extent to
which the amount of Accrued Certificate Interest that is otherwise distributable
on or, in the case of Accrual Certificates, that may otherwise be added to the
Certificate Balance of, a class of Offered Certificates may be reduced as a
result of any other contingencies, including delinquencies, losses and deferred
interest on or in respect of the Mortgage Assets in the related Trust Fund.
Unless otherwise provided in the related prospectus supplement, any reduction in
the amount of Accrued Certificate Interest otherwise distributable on a class of
Certificates by reason of the allocation to such class of a portion of any
deferred interest on or in respect of the Mortgage Assets in the related Trust
Fund will result in a corresponding increase in the Certificate Balance of such
class. See "Risk Factors" and "Yield Considerations".
DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES
The Certificates of each series, other than various classes of Stripped
Interest Certificates and Spread Certificates, will have a stated principal
amount (a "Certificate Balance") which, at any time, will equal the then maximum
amount that the holder will be entitled to receive in respect of principal out
of the future cash flow on the Mortgage Assets and other assets included in the
related Trust Fund. The outstanding Certificate Balance of a Certificate will be
reduced to the extent of distributions of principal thereon from time to time
and, if and to the extent so provided in the related prospectus supplement, by
the amount of losses incurred in respect of the related Mortgage Assets, may be
increased in respect of deferred interest on the related Mortgage Loans to the
extent provided in the related prospectus supplement and, in the case of Accrual
Certificates prior to the Distribution Date on which distributions of interest
are required to commence, will be increased by the amount of any Accrued
Certificate Interest accrued thereon. The initial aggregate Certificate Balance
of all classes of Certificates of a series will not be greater than the
outstanding aggregate principal balance of the related Mortgage Assets as of,
unless the related prospectus supplement provides otherwise, the close of
business on the first day of the month of the formation of the related Trust
Fund (the "Cut-off Date"), after application of scheduled payments due on or
before such date whether or not received. The initial aggregate Certificate
Balance of a series and each class of that series will be specified in the
related prospectus supplement. Unless otherwise provided in the related
prospectus supplement, distributions of principal will be made on each
Distribution Date to the class or classes of Certificates entitled to those
distributions, in accordance with the provisions described in that prospectus
supplement until the Certificate Balance of such class has been reduced to zero.
DISTRIBUTIONS ON THE CERTIFICATES OF PREPAYMENT PREMIUMS OR IN RESPECT OF EQUITY
PARTICIPATIONS
If so provided in the related prospectus supplement, Prepayment Premiums or
payments in respect of Equity Participations that are collected on the Mortgage
Assets in the related Trust Fund will be distributed on each Distribution Date
to the class or
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classes of Certificates entitled thereto in accordance with the provisions
described in that prospectus supplement.
DISTRIBUTIONS IN RESPECT OF SPREAD CERTIFICATES
If so provided in the related prospectus supplement, a portion of the
Available Distribution Amount for the applicable series of Certificates may be
distributed on such date to one or more classes of Spread Certificates of such
series, in accordance with the provisions described in that prospectus
supplement.
ALLOCATION OF LOSSES AND SHORTFALLS
If so provided in the prospectus supplement for a series of Certificates
consisting of one or more classes of Subordinate Certificates, the amount of any
losses or shortfalls in collections on the Mortgage Assets will be borne first
by a class of Subordinate Certificates in the priority and manner, and subject
to the limitations, specified in that prospectus supplement. See "Description of
Credit Support" for a description of the types of protection that may be
included in a Trust Fund against losses and shortfalls on Mortgage Assets
comprising such Trust Fund.
ADVANCES IN RESPECT OF DELINQUENCIES
With respect to any series of Certificates evidencing an interest in a
Trust Fund consisting of Mortgage Assets other than MBS or Tiered MBS, unless
otherwise provided in the related prospectus supplement, the Master Servicer
will be required as part of its servicing responsibilities to advance, on or
before each Distribution Date, from its own funds and/or funds held in the
Certificate Account that are not included in the Available Distribution Amount
for such Distribution Date, in an amount equal to the aggregate of payments of
principal, other than any balloon payments, and interest, net of related
servicing fees and Retained Interest, that were due on the Whole Loans in such
Trust Fund during the related Due Period and were delinquent on the related
Determination Date, subject to the Master Servicer's good faith determination
that such advances will be reimbursable from Related Proceeds (as defined
below). In the case of a series of Certificates that includes one or more
classes of Subordinate Certificates and if so provided in the related prospectus
supplement, the Master Servicer's advance obligation may be limited only to the
portion of such delinquencies necessary to make the required distributions on
one or more classes of Senior Certificates and/or may be subject to the Master
Servicer's good faith determination that such advances will be reimbursable not
only from Related Proceeds but also from collections on other Mortgage Assets
otherwise distributable on one or more classes of such Subordinate Certificates.
See "Description of Credit Support".
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of Certificates entitled
thereto, rather than to guarantee or insure against losses. Unless otherwise
provided in the related prospectus supplement, advances of the Master Servicer's
funds will be reimbursable only out of related recoveries on the Mortgage Loans,
including amounts received under any form of
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Credit Support, respecting which such advances were made (as to any Mortgage
Loan, "Related Proceeds") and, if so provided in the prospectus supplement, out
of any amounts otherwise distributable on one or more classes of Subordinate
Certificates of such series; provided, however, that any such advance will be
reimbursable from any amounts in the Certificate Account prior to any
distributions being made on the Certificates to the extent that the Master
Servicer shall determine in good faith that such advance (a "Nonrecoverable
Advance") will not ultimately be recoverable from Related Proceeds or, if
applicable, from collections on other Mortgage Assets otherwise distributable on
such Subordinate Certificates. If advances have been made by the Master Servicer
from excess funds in the Certificate Account, the Master Servicer will be
required to replace such funds in the Certificate Account on any future
Distribution Date to the extent that funds in the Certificate Account on such
Distribution Date are less than payments required to be made to
Certificateholders on such date. If so specified in the related prospectus
supplement, the obligation of the Master Servicer to make advances may be
secured by a cash advance reserve fund or a surety bond.
If applicable, information regarding the characteristics of, and the
identity of any obligor on, any such surety bond, will be set forth in the
related prospectus supplement.
If and to the extent so provided in the related prospectus supplement, the
Master Servicer will be entitled to receive interest at the rate specified in
the prospectus supplement on its outstanding advances and will be entitled to
pay itself such interest periodically from general collections on the Mortgage
Loans prior to any payment to Certificateholders or as otherwise provided in the
related Agreement and described in the prospectus supplement.
The prospectus supplement for any series of Certificates evidencing an
interest in a Trust Fund that includes MBS or Tiered MBS will describe any
corresponding advancing obligation of any person in connection with such MBS.
REPORTS TO CERTIFICATEHOLDERS
With each distribution to holders of any class of Certificates of a series,
a Master Servicer or the Trustee, as provided in the related prospectus
supplement, will forward or cause to be forwarded to each such holder, to the
Depositor and to such other parties as may be specified in the related
Agreement, a statement that, unless otherwise specified in the related
prospectus supplement, will set forth, in each case to the extent applicable and
available:
- the amount of such distribution to holders of Certificates of such class
applied to reduce the Certificate Balance of such class;
- the amount of such distribution to holders of Certificates of such class
allocable to Accrued Certificate Interest;
- the amount, if any, of such distribution allocable to--
1. Prepayment Premiums, and
2. payments on account of Equity Participations;
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- the amount of related servicing compensation received by a Master
Servicer, and, if payable directly out of the related Trust Fund, by any
Special Servicer and any Sub-Servicer, and such other customary
information as any such Master Servicer or the Trustee deems necessary or
desirable, or that a Certificateholder reasonably requests, to enable
Certificateholders to prepare their tax returns;
- the aggregate amount of advances included in such distribution, and the
aggregate amount of unreimbursed advances at the close of business on
such Distribution Date;
- the aggregate principal balance of the Mortgage Assets at the close of
business on such Distribution Date;
- the number and aggregate principal balance of Mortgage Loans in respect
of which--
1. one scheduled payment is delinquent,
2. two scheduled payments are delinquent,
3. three or more scheduled payments are delinquent, and
4. foreclosure proceedings have been commenced;
- with respect to each Mortgage Loan that is delinquent two or more
months--
1. the loan number of the Mortgage Loan,
2. the unpaid balance of the Mortgage Loan,
3. whether the delinquency is in respect of any balloon payment,
4. the aggregate amount of unreimbursed servicing expenses and
unreimbursed advances in respect of the Mortgage Loan,
5. if applicable, the aggregate amount of any interest accrued and
payable on related servicing expenses and related advances,
6. whether a notice of acceleration has been sent to the mortgagor and,
if so, the date of such notice,
7. whether foreclosure proceedings have been commenced and, if so, the
date so commenced, and
8. if such Mortgage Loan is more than three months delinquent and
foreclosure has not been commenced, the reason therefor;
- with respect to any Mortgage Loan liquidated during the related Due
Period or Prepayment Period, as applicable, other than by payment in
full--
1. the loan number of the Mortgage Loan,
2. the manner in which it was liquidated,
3. the aggregate amount of Liquidation Proceeds received,
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4. the portion of such Liquidation Proceeds payable or reimbursable to
the Master Servicer in respect of such Mortgage Loan, and
5. the amount of any loss to Certificateholders;
- with respect to each REO Property included in the Trust Fund as of the
end of the related Due Period or Prepayment Period, as applicable--
1. the loan number of the related Mortgage Loan,
2. the date of acquisition,
3. the book value,
4. the principal balance of the related Mortgage Loan immediately
following such Distribution Date, calculated as if that Mortgage Loan
were still outstanding and taking into account limited modifications
to the terms of the Mortgage Loan specified in the Agreement,
5. the aggregate amount of unreimbursed servicing expenses and
unreimbursed advances in respect of the Mortgage Loan, and
6. if applicable, the aggregate amount of interest accrued and payable on
related servicing expenses and related advances;
- with respect to any such REO Property sold during the related Due Period
or Prepayment Period, as applicable--
1. the loan number of the related Mortgage Loan,
2. the aggregate amount of sale proceeds,
3. the portion of such sales proceeds payable or reimbursable to the
Master Servicer or a Special Servicer in respect of such REO Property
or the related Mortgage Loan, and
4. the amount of any loss to Certificateholders in respect of the related
Mortgage Loan;
- the aggregate Certificate Balance or notional amount, as the case may be,
of each class of Certificates, including any class of Certificates not
offered hereby, at the close of business on such Distribution Date,
separately identifying any reduction in such Certificate Balance due to
the allocation of any loss and increase in the Certificate Balance of a
class of Accrual Certificates in the event that Accrued Certificate
Interest has been added to such balance;
- the aggregate amount of principal prepayments made during the related
Prepayment Period;
- the amount deposited in the reserve fund, if any, on such Distribution
Date;
- the amount remaining in the reserve fund, if any, as of the close of
business on such Distribution Date;
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- the aggregate unpaid Accrued Certificate Interest, if any, on each class
of Certificates at the close of business on such Distribution Date;
- in the case of Certificates with a variable Pass-Through Rate, the
Pass-Through Rate applicable to such Distribution Date, as calculated in
accordance with the method specified in the related prospectus
supplement;
- in the case of Certificates with an adjustable Pass-Through Rate, for
statements to be distributed in any month in which an adjustment date
occurs, the adjustable Pass-Through Rate applicable to the next
succeeding Distribution Date as calculated in accordance with the method
specified in the related prospectus supplement;
- as to any series which includes Credit Support, the amount of coverage of
each instrument of that Credit Support as of the close of business on
such Distribution Date; and
- the aggregate amount of payments by the mortgagors of--
1. default interest,
2. late charges, and
3. assumption and modification fees collected during the related Due
Period or Prepayment Period, as applicable.
In the case of information described in the first four bullet points of the
prior paragraph, the amounts shall be expressed as a dollar amount per minimum
denomination of Certificates or for such other specified portion of
Certificates. The prospectus supplement for each series of Offered Certificates
will describe any additional information to be included in reports to the
holders of such Certificates.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer, if any, or the Trustee, as provided in the related prospectus
supplement, shall furnish to each person who at any time during the calendar
year was a holder of a Certificate a statement containing the information
described in the first four bullet points of the second preceding paragraph,
aggregated for that calendar year or for the applicable portion of such calendar
year during which such person was a Certificateholder. Such obligation of the
Master Servicer or the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Master
Servicer or the Trustee under any requirements of the Code as are from time to
time in force. See "Description of the Certificates-- Book-Entry Registration
and Definitive Certificates".
If the Trust Fund for a series of Certificates includes MBS or Tiered MBS,
the related prospectus supplement will describe the contents of the statements
that will be forwarded to Certificateholders of that series in connection with
distributions made to them.
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TERMINATION
The obligations created by the Agreement for each series of Certificates
will terminate upon the payment to Certificateholders of that series of all
amounts held in the Certificate Account or by the Master Servicer, if any, or
the Trustee and required to be paid to them under such Agreement following the
earlier of--
- the final payment or other liquidation of the last Mortgage Asset subject
thereto or the disposition of all property acquired upon foreclosure of
any Mortgage Loan subject thereto, and
- the purchase of all of the assets of the Trust Fund by the party entitled
to effect such termination, under the circumstances and in the manner set
forth in the related prospectus supplement.
In no event, however, will the trust created by the Agreement continue beyond
the date specified in such Agreement. Written notice of termination of the
Agreement will be given to each Certificateholder, and the final distribution
will be made only upon presentation and surrender of the Certificates at the
location to be specified in the notice of termination.
If so specified in the related prospectus supplement, a series of
Certificates may be subject to optional early termination through the repurchase
of the assets in the related Trust Fund by the party specified in the prospectus
supplement, under the circumstances and in the manner set forth in the
prospectus supplement. If so provided in the related prospectus supplement, upon
the reduction of the Certificate Balance of a specified class or classes of
Certificates by a specified percentage or amount, the party specified in the
prospectus supplement will solicit bids for the purchase of all assets of the
Trust Fund, or of a sufficient portion of such assets to retire such class or
classes under the circumstances and in the manner set forth in the prospectus
supplement.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the related prospectus supplement, one or more classes of
the Offered Certificates of any series will be issued as Book-Entry
Certificates, and each such class will be represented by one or more single
Certificates registered in the name of the depository, The Depository Trust
Company ("DTC").
DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the UCC and a "clearing agency" registered
under the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for its participating organizations ("Participants") and facilitate
the clearance and settlement of securities transactions between Participants
through electronic book-entry changes in their accounts, thereby eliminating the
need for physical movement of certificates. Participants include Salomon Smith
Barney Inc., securities brokers and dealers, banks, trust companies and clearing
corporations and may include other organizations. Indirect access to the DTC
system also is available to others such as banks, brokers, dealers and
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trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("Indirect Participants").
Unless otherwise provided in the related prospectus supplement, investors
that are not Participants or Indirect Participants but desire to purchase, sell
or otherwise transfer ownership of, or other interests in, Book-Entry
Certificates may do so only through Participants and Indirect Participants. In
addition, such investors ("Certificate Owners") will receive all distributions
on the Book-Entry Certificates through DTC and its Participants. Under a
book-entry format, Certificate Owners will receive payments after the related
Distribution Date because, while payments are required to be forwarded to DTC's
nominee, on each such date, DTC will forward such payments to its Participants
which thereafter will be required to forward them to Indirect Participants or
Certificate Owners. Unless otherwise provided in the related prospectus
supplement, the only "Certificateholder", as such term is used in the Agreement,
will be the nominee of DTC, and the Certificate Owners will not be recognized by
the Trustee as Certificateholders under the Agreement. Certificate Owners will
be permitted to exercise the rights of Certificateholders under the related
Agreement only indirectly through the Participants who in turn will exercise
their rights through DTC.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Book-Entry Certificates and is
required to receive and transmit distributions of principal of and interest on
the Book-Entry Certificates. Participants and Indirect Participants with which
Certificate Owners have accounts with respect to the Book-Entry Certificates
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective Certificate Owners.
Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and various banks, the ability of a Certificate
Owner to pledge its interest in the Book-Entry Certificates to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of its interest in the Book-Entry Certificates, may be limited due to
the lack of a physical certificate evidencing such interest.
DTC has advised the Depositor that it will take any action permitted to be
taken by a Certificateholder under an Agreement only at the direction of one or
more Participants to whose account with DTC interests in the Book-Entry
Certificates are credited.
Unless otherwise specified in the related prospectus supplement,
Certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or its
nominee only if:
- the Depositor advises the Trustee in writing that DTC is no longer
willing or able to properly discharge its responsibilities as depository
with respect to the Certificates and the Depositor is unable to locate a
qualified successor, or
- the Depositor, at its option, elects to terminate the book-entry system
through DTC.
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Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Definitive Certificates for the Certificate Owners.
Upon surrender by DTC of the certificate or certificates representing the
Book-Entry Certificates, together with instructions for re-registration, the
Trustee will issue, or cause to be issued, to the Certificate Owners identified
in such instructions the Definitive Certificates to which they are entitled, and
thereafter the Trustee will recognize the holders of such Definitive
Certificates as Certificateholders under the Agreement.
DESCRIPTION OF THE AGREEMENTS
The Certificates of each series evidencing interests in a Trust Fund
consisting of Mortgage Loans will be issued under a Pooling and Servicing
Agreement among the Depositor, a Master Servicer, any Special Servicer appointed
as of the date of the Pooling and Servicing Agreement and the Trustee. The
Certificates of each series evidencing interests in a Trust Fund consisting
exclusively of MBS and/or Tiered MBS will be issued under a Trust Agreement
between the Depositor and a Trustee. Each Pooling and Servicing Agreement and
Trust Agreement is an "Agreement". Any Master Servicer, any such Special
Servicer and the Trustee with respect to any series of Certificates will be
named in the related prospectus supplement. The provisions of each Agreement
will vary depending upon the nature of the Certificates to be issued thereunder
and the nature of the related Trust Fund. A form of a Pooling and Servicing
Agreement has been filed as an exhibit to the Registration Statement of which
this prospectus is a part. The following summaries describe various provisions
that may appear in each Agreement. The prospectus supplement for a series of
Certificates will describe any provision of the Agreement relating to such
series that materially differs from the description of the Agreement contained
in this prospectus. The summaries do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all of the provisions
of the Agreement for each Trust Fund and the description of such provisions in
the related prospectus supplement. As used in this prospectus with respect to
any series, the term "Certificate" refers to all of the Certificates of that
series, whether or not offered hereby and by the related prospectus supplement,
unless the context otherwise requires. The Depositor will provide a copy of the
Agreement, without exhibits, relating to any series of Certificates without
charge upon written request of a holder of a Certificate of such series
addressed to Salomon Brothers Mortgage Securities VII, Inc., 388 Greenwich
Street, New York, New York 10013. Attention: Secretary.
ASSIGNMENT OF MORTGAGE ASSETS; REPURCHASES
At the time of issuance of any series of Certificates, the Depositor will
assign, or cause to be assigned, to the designated Trustee the Mortgage Assets
to be included in the related Trust Fund, together with all principal and
interest to be received on or with respect to such Mortgage Assets after the
Cut-off Date, other than principal and interest due on or before the Cut-off
Date and other than any Retained Interest. The Trustee will, concurrently with
such assignment, deliver the Certificates to the Depositor in
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exchange for the Mortgage Assets and the other assets comprising the Trust Fund
for such series. Each Mortgage Asset will be identified in a schedule appearing
as an exhibit to the related Agreement. Unless otherwise provided in the related
prospectus supplement, such schedule will include detailed information:
- in respect of each Mortgage Loan included in the related Trust Fund,
including without limitation, the address of the related Mortgaged
Property, the Mortgage Rate and, if applicable, the applicable index,
margin, adjustment date and any rate cap information, the original and
remaining term to maturity, the original and outstanding principal
balance and balloon payment, if any, and the amount of the monthly debt
service payment, if applicable, and
- in respect of each MBS and Tiered MBS included in the related Trust Fund,
including without limitation, the MBS Issuer, MBS Servicer and MBS
Trustee, the pass-through or bond rate or formula for determining such
rate, the issue date and original and remaining term to maturity, if
applicable, the original and outstanding principal amount and payment
provisions, if applicable.
With respect to each Whole Loan, the Depositor will deliver or cause to be
delivered to the Trustee, or to a custodian appointed by the Trustee, various
loan documents, which unless otherwise specified in the related prospectus
supplement will include the original Mortgage Note endorsed, without recourse,
to the order of the Trustee, the original Mortgage, or a certified copy of the
Mortgage, with evidence of recording indicated thereon, and an assignment of the
Mortgage to the Trustee in recordable form. Unless otherwise provided in the
related prospectus supplement, the related Agreement will require that the
Depositor or other party thereto promptly cause each such assignment of Mortgage
to be recorded in the appropriate public office for real property records,
except in the State of California or in other states where, in the opinion of
counsel reasonably acceptable to the Trustee, such recording is not required to
protect the Trustee's interest in the related Whole Loan against the claim of
any subsequent transferee or any successor to or creditor of the Depositor, the
Master Servicer, the relevant Mortgage Asset Seller or any other prior holder of
the Whole Loan.
The Trustee, or a custodian appointed by it, will review the Whole Loan
documents delivered to it within a specified period of days after receipt of
those documents. The Trustee, or a custodian appointed by it, will hold those
documents in trust for the benefit of the related Certificateholders. Unless
otherwise specified in the related prospectus supplement, if any such document
is found to be missing or defective in any material respect, the Trustee, or a
custodian appointed by it, will be required promptly to notify the Master
Servicer and the Depositor, and the Master Servicer shall immediately notify the
relevant Mortgage Asset Seller. If the Mortgage Asset Seller cannot cure the
omission or defect within a specified number of days after receipt of such
notice, then unless otherwise specified in the related prospectus supplement,
the Mortgage Asset Seller will be obligated, within a specified number of days
of receipt of such notice, to repurchase the related Whole Loan from the Trustee
at the Purchase Price or substitute for such Mortgage Loan. As to any Whole
Loan, unless otherwise specified in the related prospectus supplement, the
"Purchase Price" is equal to the sum of the unpaid
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principal balance of the Whole Loan, plus unpaid accrued interest on the Whole
Loan at the related Mortgage Rate from the date as to which interest was last
paid to the due date in the Prepayment Period in which the relevant purchase is
to occur, plus any related servicing expenses that are reimbursable to the
Master Servicer. There can be no assurance that a Mortgage Asset Seller will
fulfill this repurchase or substitution obligation, and neither the Master
Servicer nor the Depositor will be obligated to repurchase or substitute for
such Mortgage Loan if the Mortgage Asset Seller defaults on its obligation.
Unless otherwise specified in the related prospectus supplement, this repurchase
or substitution obligation constitutes the sole remedy available to the
Certificateholders or the Trustee for omission of, or a material defect in, a
constituent document.
With respect to each MBS and Tiered MBS, the Depositor will deliver or
cause to be delivered to the Trustee, or a custodian appointed by it, the
original certificate or other definitive evidence of the MBS or Tiered MBS,
together with bond power or other instruments, certifications or documents
required to transfer fully the MBS or Tiered MBS to the Trustee for the benefit
of the Certificateholders in accordance with the related MBS Agreement. Unless
otherwise provided in the related prospectus supplement, the related Agreement
will require that either the Depositor or the Trustee promptly cause the MBS or
Tiered MBS to be re-registered, with the applicable persons, in the name of the
Trustee.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
Unless otherwise provided in the related prospectus supplement, the
Depositor, or a Mortgage Asset Seller or affiliate as described below, will,
with respect to each Whole Loan constituting a Mortgage Asset in the related
Trust Fund, make or assign various representations and warranties, as of a
specified date (the person making such representations and warranties, the
"Warranting Party") covering, by way of example, the following types of matters:
- the accuracy of the information set forth for such Whole Loan on the
schedule of Mortgage Assets appearing as an exhibit to the related
Agreement;
- the existence of title insurance insuring the lien priority of the Whole
Loan;
- the authority of the Warranting Party to sell the Whole Loan;
- the payment status of the Whole Loan and the status of payments of taxes,
assessments and other charges affecting the related Mortgaged Property;
- the existence of customary provisions in the related Mortgage Note and
Mortgage to permit realization against the Mortgaged Property of the
benefit of the security of the Mortgage; and
- the existence of hazard and extended perils insurance coverage on the
Mortgaged Property.
Any Warranting Party, if other than the Depositor, will be a Mortgage Asset
Seller or an affiliate of a Mortgage Asset Seller or such other person
acceptable to the Depositor and will be identified in the related prospectus
supplement.
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Representations and warranties made in respect of a Whole Loan may have
been made as of a date prior to the applicable Cut-off Date. A substantial
period of time may have elapsed between such date and the date of initial
issuance of the related series of Certificates evidencing an interest in such
Whole Loan. Unless otherwise specified in the related prospectus supplement, in
the event of a breach of any such representation or warranty, the Warranting
Party will be obligated to cure such breach or repurchase or replace the
affected Whole Loan as described below. Since the representations and warranties
may not address events that may occur following the date as of which they were
made, the Warranting Party will have a cure, repurchase or substitution
obligation in connection with a breach of such a representation and warranty
only if the relevant event that causes such breach occurs prior to such date.
Such party would have no such obligations if the relevant event that causes such
breach occurs after such date. However, the Depositor will not include any Whole
Loan in the Trust Fund for any series of Certificates if anything has come to
the Depositor's attention that would cause it to believe that the
representations and warranties made in respect of such Whole Loan will not be
accurate and complete in all material respects as of the date of initial
issuance of the related series of Certificates.
Unless otherwise provided in the related prospectus supplement, each
Agreement will provide that the Master Servicer and/or Trustee will be required
to notify promptly the relevant Warranting Party of any breach of any
representation or warranty made by it in respect of a Whole Loan that materially
and adversely affects the value of, or the interests of the Certificateholders
in such Whole Loan. If such Warranting Party cannot cure such breach within a
specified period following the date on which such party was notified of such
breach, then such Warranting Party will be obligated to repurchase such Mortgage
Loan from the Trustee within a specified period from the date on which the
Warranting Party was notified of such breach, at the Purchase Price therefor. If
so provided in the prospectus supplement for a series, a Warranting Party,
rather than repurchase a Mortgage Loan as to which a breach has occurred, will
have the option, within a specified period after initial issuance of such series
of Certificates, to cause the removal of such Mortgage Loan from the Trust Fund
and substitute in its place one or more other Whole Loans, in accordance with
the standards described in the related prospectus supplement. Unless otherwise
specified in the related prospectus supplement, this repurchase or substitution
obligation will constitute the sole remedy available to holders of Certificates
or the Trustee for a breach of representation by a Warranting Party.
Neither the Depositor, except to the extent that it is the Warranting
Party, nor the Master Servicer will be obligated to purchase or substitute for a
Whole Loan if a Warranting Party defaults on its obligation to do so, and no
assurance can be given that Warranting Parties will carry out such obligations
with respect to Whole Loans.
With respect to a Trust Fund that includes MBS or Tiered MBS, the related
prospectus supplement will describe any representations or warranties made or
assigned by the Depositor with respect to such MBS or Tiered MBS, the person
making them and the remedies for a breach of those representations and
warranties.
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A Master Servicer will make various representations and warranties
regarding its authority to enter into, and its ability to perform its
obligations under, the related Agreement. Unless otherwise provided in the
related prospectus supplement, a breach of any such representation of the Master
Servicer which materially and adversely affects the interests of the
Certificateholders and which continues unremedied for 60 days after the giving
of written notice of such breach to the Master Servicer by the Trustee or the
Depositor, or to the Master Servicer, the Depositor and the Trustee by the
holders of Certificates evidencing not less than 25% of the voting rights for
the related series, will constitute an Event of Default. See "--Events of
Default" and "--Rights Upon Event of Default".
CERTIFICATE ACCOUNT
General. The Master Servicer, if any, the Special Servicer, if any,
and/or the Trustee will, as to each Trust Fund, establish and maintain or cause
to be established and maintained one or more separate accounts for the
collection of payments on the related Mortgage Assets (collectively, the
"Certificate Account"), which must be either--
- an account or accounts the deposits in which are insured by the Bank
Insurance Fund or the Savings Association Insurance Fund of the Federal
Deposit Insurance Corporation ("FDIC"), to the limits established by the
FDIC, and the uninsured deposits in which are otherwise secured such that
the Certificateholders have a claim with respect to the funds in the
Certificate Account or a perfected first priority security interest
against any collateral securing such funds that is superior to the claims
of any other depositors or general creditors of the institution with
which the Certificate Account is maintained, or
- otherwise maintained with a bank or trust company, and in a manner,
satisfactory to the Rating Agency or Agencies rating any class of
Certificates of such series.
The collateral eligible to secure amounts in the Certificate Account is limited
to United States government securities and other investment grade obligations
specified in the Agreement ("Permitted Investments"). A Certificate Account may
be maintained as an interest bearing or a non-interest bearing account and the
funds held in a Certificate Account may be invested pending each succeeding
Distribution Date in specified short-term Permitted Investments. Unless
otherwise provided in the related prospectus supplement, any interest or other
income earned on funds in the Certificate Account will be paid to a Master
Servicer or its designee as additional servicing compensation. The Certificate
Account may be maintained with an institution that is an affiliate of the Master
Servicer, if applicable, provided that such institution meets the standards
imposed by the Rating Agency or Agencies. If permitted by the Rating Agency or
Agencies and so specified in the related prospectus supplement, a Certificate
Account may contain funds relating to more than one series of mortgage
pass-through certificates and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced or master serviced
by it on behalf of others.
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Deposits. A Master Servicer or the Trustee will deposit or cause to be
deposited in the Certificate Account for each Trust Fund on a daily basis,
unless otherwise provided in the related Agreement and described in the related
prospectus supplement, the following payments and collections received, or
advances made, by the Master Servicer or the Trustee or on its behalf subsequent
to the Cut-off Date, other than payments due on or before the Cut-off Date, and
exclusive of any amounts representing a Retained Interest:
1. all payments on account of principal, including principal
prepayments, on the Mortgage Assets;
2. all payments on account of interest on the Mortgage Assets,
including any default interest collected, in each case net of any portion
of that interest retained by a Master Servicer or a Sub-Servicer as its
servicing compensation and net of any Retained Interest;
3. all proceeds received under the hazard, title or other insurance
policies to be maintained in respect of each Mortgaged Property securing a
Mortgage Loan in the Trust Fund, and all proceeds received in connection
with the full or partial condemnation of a Mortgaged Property, in any event
to the extent those proceeds are not applied to the restoration of the
property or released to the mortgagor in accordance with the normal
servicing procedures of a Master Servicer or the related Sub-Servicer,
subject to the terms and conditions of the related Mortgage and Mortgage
Note ("Insurance Proceeds" and "Condemnation Proceeds", respectively);
4. all amounts received and retained in connection with the liquidation
of defaulted Mortgage Loans in the Trust Fund, by foreclosure or otherwise
("Liquidation Proceeds"), together with the net proceeds on a monthly basis
with respect to any Mortgaged Properties acquired for the benefit of
Certificateholders by foreclosure or by deed in lieu of foreclosure or
otherwise;
5. any amounts paid under any instrument or drawn from any fund that
constitutes Credit Support for the related series of Certificates as
described under "Description of Credit Support";
6. any advances made as described under "Description of the
Certificates--Advances in Respect of Delinquencies";
7. any amounts paid under any Cash Flow Agreement, as described under
"Description of the Trust Funds--Cash Flow Agreements";
8. all proceeds of any Mortgage Loan, or any property acquired in
respect of that Mortgage Loan, purchased by the Depositor, any Mortgage
Asset Seller or any other specified person as described under "--Assignment
of Mortgage Assets; Repurchases" and "--Representations and Warranties;
Repurchases", all proceeds of any defaulted Mortgage Loan purchased as
described under "--Realization Upon Defaulted Whole Loans", and all
proceeds of any Mortgage Asset purchased as
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described under "Description of the Certificates--Termination" (also,
"Liquidation Proceeds");
9. any amounts paid by a Master Servicer to cover interest shortfalls
arising out of the prepayment of Mortgage Loans in the Trust Fund as
described under "Description of the Agreements--Retained Interest;
Servicing Compensation and Payment of Expenses";
10. to the extent that any such item does not constitute additional
servicing compensation to a Master Servicer, any payments on account of
modification or assumption fees, late payment charges, Prepayment Premiums
or Equity Participations on the Mortgage Assets;
11. all payments required to be deposited in the Certificate Account
with respect to any deductible clause in any blanket insurance policy
described under "--Hazard Insurance Policies";
12. any amount required to be deposited by a Master Servicer or the
Trustee in connection with losses realized on investments for the benefit
of the Master Servicer or the Trustee, as the case may be, of funds held in
the Certificate Account; and
13. any other amounts required to be deposited in the Certificate
Account as provided in the related Agreement and described in the related
prospectus supplement.
Withdrawals. A Master Servicer or the Trustee may, from time to time,
unless otherwise provided in the related Agreement and described in the related
prospectus supplement, make withdrawals from the Certificate Account for each
Trust Fund for any of the following purposes:
1. to make distributions to the Certificateholders on each Distribution
Date;
2. to reimburse a Master Servicer for unreimbursed amounts advanced as
described under "Description of the Certificates--Advances in Respect of
Delinquencies", such reimbursement to be made out of amounts received which
were identified and applied by the Master Servicer as late collections of
interest, net of related servicing fees and Retained Interest, on and
principal of the particular Mortgage Loans with respect to which the
advances were made or out of amounts drawn under any form of Credit Support
with respect to such Mortgage Loans;
3. to reimburse a Master Servicer for unpaid servicing fees earned and
unreimbursed servicing expenses incurred with respect to Mortgage Loans in
the Trust Fund and properties acquired in respect of any of those Mortgage
Loans, such reimbursement to be made out of amounts that represent
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds
collected on the particular Mortgage Loans and properties, and net income
collected on the particular properties, with respect to which such fees
were earned or such expenses were incurred or out of amounts drawn under
any form of Credit Support with respect to such Mortgage Loans and
properties;
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4. to reimburse a Master Servicer for any advances described in clause
2. above and any servicing expenses described in clause 3. above which, in
the Master Servicer's good faith judgment, will not be recoverable from the
amounts described in clauses 2. and 3., respectively, such reimbursement to
be made from amounts collected on other Mortgage Assets or, if and to the
extent so provided by the related Agreement and described in the related
prospectus supplement, just from that portion of amounts collected on other
Mortgage Assets that is otherwise distributable on one or more classes of
Subordinate Certificates of the related series;
5. if and to the extent described in the related prospectus supplement,
to pay a Master Servicer interest accrued on the advances described in
clause 2. above and the servicing expenses described in clause 3. above
while such remain outstanding and unreimbursed;
6. to pay for costs and expenses incurred by the Trust Fund for
environmental site assessments with respect to, and for containment,
clean-up or remediation of hazardous wastes and materials on, Mortgaged
Properties securing defaulted Mortgage Loans in the Trust Fund as described
under "--Realization Upon Defaulted Whole Loans";
7. to reimburse a Master Servicer, the Depositor, or any of their
respective managers, members, directors, officers, employees and agents, as
the case may be, for various expenses, costs and liabilities incurred
thereby, as and to the extent described under "--Certain Matters Regarding
a Master Servicer and the Depositor";
8. if and to the extent described in the related prospectus supplement,
to pay, or to transfer to a separate account for purposes of escrowing for
the payment of, the Trustee's fees;
9. to reimburse the Trustee or any of its managers, members, directors,
officers, employees and agents, as the case may be, for various expenses,
costs and liabilities incurred thereby, as and to the extent described
under "--Certain Matters Regarding the Trustee";
10. to pay a Master Servicer, as additional servicing compensation,
interest and investment income earned in respect of amounts held in the
Certificate Account;
11. to pay the person entitled thereto any amounts deposited in the
Certificate Account that were identified and applied by the Master Servicer
as recoveries of Retained Interest;
12. to pay for costs reasonably incurred in connection with the proper
operation, management and maintenance of any Mortgaged Property acquired
for the benefit of Certificateholders by foreclosure or by deed in lieu of
foreclosure or otherwise, such payments to be made out of income received
on such property;
13. if one or more elections have been made to treat the Trust Fund or
designated portions of the Trust Fund as a REMIC, to pay any federal, state
or local taxes imposed on the Trust Fund or its assets or transactions, as
and to the
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extent described under "Federal Income Tax Consequences--REMICs--Prohibited
Transactions Tax and Other Taxes";
14. to pay for the cost of an independent appraiser or other expert in
real estate matters retained to determine a fair sale price for a defaulted
Mortgage Loan in the Trust Fund or a property acquired in respect of that
Mortgage Loan in connection with the liquidation of the Mortgage Loan or
property;
15. to pay for the cost of various opinions of counsel obtained under
the related Agreement for the benefit of Certificateholders or otherwise in
connection with the servicing and administration of a Trust Fund;
16. to pay for the costs of recording the related Agreement if such
recordation materially and beneficially affects the interests of
Certificateholders;
17. to pay the person entitled thereto any amounts deposited in the
Certificate Account in error, including amounts received on any Mortgage
Asset after its removal from the Trust Fund whether by reason of purchase
or substitution as contemplated by "--Assignment of Mortgage Assets;
Repurchases" and "--Representations and Warranties; Repurchases" or
otherwise;
18. to make any other withdrawals permitted by the related Agreement
and described in the related prospectus supplement; and
19. to clear and terminate the Certificate Account at the termination
of the Trust Fund.
COLLECTION AND OTHER SERVICING PROCEDURES
Unless otherwise provided in the related prospectus supplement, the Master
Servicer, directly or through Sub-Servicers, is required to make reasonable
efforts to collect all scheduled payments under the Whole Loans and will follow
or cause to be followed such collection procedures as it would follow with
respect to mortgage loans that are comparable to the Whole Loans and held for
its own account, provided such procedures are consistent with--
- the terms of the related Agreement and any related hazard insurance
policy or instrument of Credit Support included in the related Trust Fund
described in this prospectus or under "Description of Credit Support",
- applicable law, and
- the general servicing standard specified in the related prospectus
supplement or, if no such standard is so specified, its normal servicing
practices (in either case, the "Servicing Standard").
In connection therewith, the Master Servicer will be permitted in its discretion
to waive any late payment charge or penalty interest in respect of a late Whole
Loan payment.
Each Master Servicer will also be required to perform other customary
functions of a servicer of comparable loans, including maintaining hazard
insurance policies as described in this prospectus and in any related prospectus
supplement, and filing and
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settling claims thereunder; maintaining escrow or impoundment accounts of
mortgagors for payment of taxes, insurance and other items required to be paid
by any mortgagor under the Whole Loan; processing assumptions or substitutions
in those cases where the Master Servicer has determined not to enforce any
applicable due-on-sale clause; attempting to cure delinquencies; supervising
foreclosures; inspecting and managing Mortgaged Properties acquired on behalf of
the Trust Fund through foreclosure, deed-in-lieu of foreclosure or otherwise
(each, an "REO Property"); and maintaining accounting records relating to the
Whole Loans. Unless otherwise specified in the related prospectus supplement,
the Master Servicer will be responsible for filing and settling claims in
respect of particular Whole Loans under any applicable instrument of Credit
Support. See "Description of Credit Support".
Unless otherwise provided in the related prospectus supplement, the Master
Servicer may agree to modify, waive or amend any term of any Whole Loan in a
manner consistent with the Servicing Standard so long as the modification,
waiver or amendment will not:
- affect the amount or timing of any scheduled payments of principal or
interest on the Whole Loan; or
- in its judgment, materially impair the security for the Whole Loan or
reduce the likelihood of timely payment of amounts due thereon.
The Master Servicer also may agree to any modification, waiver or amendment that
would so affect or impair the payments on, or the security for, a Whole Loan if,
unless otherwise provided in the related prospectus supplement:
- in its judgment, a material default on the Whole Loan has occurred or a
payment default is imminent; and
- in its judgment, such modification, waiver or amendment is reasonably
likely to produce a greater recovery with respect to the Whole Loan on a
present value basis than would liquidation.
The Master Servicer is required to notify the Trustee in the event of any
modification, waiver or amendment of any Whole Loan.
SUB-SERVICERS
A Master Servicer may delegate its servicing obligations in respect of the
Whole Loans to third-party servicers (each, a "Sub-Servicer"), but such Master
Servicer will remain obligated under the related Agreement. Each sub-servicing
agreement between a Master Servicer and a Sub-Servicer (a "Sub-Servicing
Agreement") must be consistent with the terms of the related Agreement and must
provide that, if for any reason the Master Servicer for the related series of
Certificates is no longer acting in such capacity, the Trustee or any successor
Master Servicer may assume the Master Servicer's rights and obligations under
such Sub-Servicing Agreement.
Unless otherwise provided in the related prospectus supplement, the Master
Servicer will be solely liable for all fees owed by it to any Sub-Servicer,
irrespective of whether
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the Master Servicer's compensation under the related Agreement is sufficient to
pay such fees, but the Master Servicer and Sub-Servicer may contractually agree
that the Sub-Servicer will be paid upon its or the Master Servicer's receipt of
related collections on the Mortgage Loans. However, a Sub-Servicer may be
entitled to a Retained Interest in some Whole Loans. Each Sub-Servicer will be
reimbursed by the Master Servicer for expenditures which it makes, generally to
the same extent the Master Servicer would be reimbursed under an Agreement. See
"--Retained Interest, Servicing Compensation and Payment of Expenses".
SPECIAL SERVICERS
To the extent so specified in the related prospectus supplement, one or
more special servicers (each, a "Special Servicer") may be a party to the
related Agreement or may be appointed by the Master Servicer or another
specified party. A Special Servicer for any series of Certificates may be an
affiliate of the Depositor or the Master Servicer and may hold, or be affiliated
with the holder of, Subordinate Certificates of such series. A Special Servicer
may be entitled to any of the rights, and subject to any of the obligations,
described in this prospectus in respect of a Master Servicer. In general, a
Special Servicer's duties will relate to defaulted Mortgage Loans, including
instituting foreclosures and negotiating work-outs. The related prospectus
supplement will describe the rights, obligations and compensation of any Special
Servicer for a particular series of Certificates. The Master Servicer will be
liable for the performance of a Special Servicer only if, and to the extent, set
forth in the related prospectus supplement. In some cases, the Master Servicer
may appoint a Special Servicer.
REALIZATION UPON DEFAULTED WHOLE LOANS
A mortgagor's failure to make required payments may reflect inadequate
operating income or the diversion of that income from the service of payments
due under the Mortgage Loan, and may call into question such mortgagor's ability
to make timely payment of taxes and to pay for necessary maintenance of the
related Mortgaged Property. Unless otherwise provided in the related prospectus
supplement, the Master Servicer is required to monitor any Whole Loan which is
in default, contact the mortgagor concerning the default, evaluate whether the
causes of the default can be cured over a reasonable period without significant
impairment of the value of the Mortgaged Property, initiate corrective action in
cooperation with the mortgagor if cure is likely, inspect the Mortgaged Property
and take such other actions as are consistent with the Servicing Standard. A
significant period of time may elapse before the Master Servicer is able to
assess the success of such corrective action or the need for additional
initiatives.
The time within which the Master Servicer makes the initial determination
of appropriate action, evaluates the success of corrective action, develops
additional initiatives, institutes foreclosure proceedings and actually
forecloses (or takes a deed to a Mortgaged Property in lieu of foreclosure) on
behalf of the Certificateholders, may vary considerably depending on the
particular Whole Loan, the Mortgaged Property, the mortgagor, the presence of an
acceptable party to assume the Mortgage Loan and the
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laws of the jurisdiction in which the Mortgaged Property is located. Under
federal bankruptcy law, the Master Servicer in some cases may not be permitted
to accelerate a Whole Loan or to foreclose on a Mortgaged Property for a
considerable period of time. See "Certain Legal Aspects of Mortgage Loans".
Any Agreement relating to a Trust Fund that includes Whole Loans may grant
to the Master Servicer and/or the holder or holders of some classes of
Certificates a right of first refusal to purchase from the Trust Fund at a
predetermined purchase price any such Whole Loan as to which a specified number
of scheduled payments thereunder are delinquent. Any such right granted to the
holder of an Offered Certificate will be described in the related prospectus
supplement. The related prospectus supplement will also describe any such right
granted to any person if the predetermined purchase price is less than the
Purchase Price described under "--Assignment of Mortgage Assets; Repurchases".
Unless otherwise specified in the related prospectus supplement, the Master
Servicer may offer to sell any defaulted Whole Loan described in the preceding
paragraph and not otherwise purchased by any person having a right of first
refusal with respect thereto, if and when the Master Servicer determines,
consistent with the Servicing Standard, that such a sale would produce a greater
recovery on a present value basis than would liquidation through foreclosure or
similar proceeding. The related Agreement will provide that any such offering be
made in a commercially reasonable manner for a specified period and that the
Master Servicer accept the highest cash bid received from any person, including
itself, an affiliate of the Master Servicer or any Certificateholder, that
constitutes a fair price for such defaulted Whole Loan. In the absence of any
bid determined in accordance with the related Agreement to be fair, the Master
Servicer shall proceed with respect to such defaulted Mortgage Loan as described
below. Any bid in an amount at least equal to the Purchase Price described under
"--Representations and Warranties; Repurchases" will in all cases be deemed
fair.
The Master Servicer, on behalf of the Trustee, may at any time institute
foreclosure proceedings, exercise any power of sale contained in any mortgage,
obtain a deed in lieu of foreclosure, or otherwise acquire title to a Mortgaged
Property securing a Whole Loan by operation of law or otherwise, if such action
is consistent with the Servicing Standard and a default on the related Mortgage
Loan has occurred or, in the Master Servicer's judgment, is imminent. Unless
otherwise specified in the related prospectus supplement, the Master Servicer
may not, however, acquire title to any Mortgaged Property or take any other
action that would cause the Trustee, for the benefit of Certificateholders, or
any other specified person to be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or an "operator" of such
Mortgaged Property within the meaning of federal environmental laws, unless the
Master Servicer has previously determined, based on a report prepared by a
person who regularly conducts environmental audits, which report will be an
expense of the Trust Fund, that either:
(1) the Mortgaged Property is in compliance with applicable
environmental laws, and there are no circumstances present at the Mortgaged
Property relating to the use, management or disposal of any hazardous
substances, hazardous materials,
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wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under
any federal, state or local law or regulation; or
(2) if the Mortgaged Property is not so in compliance or such
circumstances are so present, then it would be in the best economic
interest of the Trust Fund to acquire title to the Mortgaged Property and
further to take such actions as would be necessary and appropriate to
effect such compliance and/or respond to such circumstances, the cost of
which actions will be an expense of the Trust Fund.
Unless otherwise provided in the related prospectus supplement, if title to
any Mortgaged Property is acquired by a Trust Fund as to which a REMIC election
has been made, the Master Servicer, on behalf of the Trust Fund, will be
required to sell the Mortgaged Property prior to the end of the third taxable
year following the taxable year in which the Trust Fund acquires such Mortgaged
Property, unless--
- the Internal Revenue Service grants an extension of time to sell such
property, or
- the Trustee receives an opinion of independent counsel to the effect that
the holding of the property by the Trust Fund thereafter will not result
in the imposition of a tax on the Trust Fund or cause the Trust Fund to
fail to qualify as a REMIC under the Code at any time that any
Certificate is outstanding.
Subject to the foregoing, the Master Servicer will be required to--
- solicit bids for any Mortgaged Property so acquired in such a manner as
will be reasonably likely to realize a fair price for such property, and
- accept the first and, if multiple bids are contemporaneously received,
the highest, cash bid received from any person that constitutes a fair
price.
Unless otherwise provided in the related prospectus supplement, if title to
any Mortgaged Property is acquired by a Trust Fund as to which a REMIC election
has been made, the Master Servicer will also be required to assure that the
Mortgaged Property is administered so that it constitutes "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code at all times.
If the Trust Fund acquires title to any Mortgaged Property, the Master
Servicer, on behalf of the Trust Fund, may retain an independent contractor to
manage and operate such property. The retention of an independent contractor,
however, will not relieve the Master Servicer of any of its obligations with
respect to the management and operation of such Mortgaged Property.
In general, the Master Servicer will be obligated to operate and manage,
including through a property manager, any Mortgaged Property acquired as REO
Property in a manner consistent with the Servicing Standard. After the Master
Servicer reviews the operation of such property and consults with the Trustee to
determine the Trustee's federal income tax reporting position with respect to
the income it is anticipated that the Trust Fund would derive from such
property, the Master Servicer could determine, particularly in the case of REO
Properties that are hotels, that it would not be
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commercially reasonable to manage and operate such property in a manner that
would avoid the imposition of a tax on "net income from foreclosure property"
within the meaning of Section 857(b)(4)(B) of the Code or a tax on "prohibited
transactions" under Section 860F of the Code (either such tax an "REO Tax"). To
the extent that income the Trust Fund receives from an REO Property is subject
to a tax on:
- "net income from foreclosure property", such income would be subject to
federal tax at the highest marginal corporate tax rate, which is
currently 35%; or
- "prohibited transactions", such income would be subject to federal tax at
a 100% rate.
The determination as to whether income from an REO Property would be subject to
an REO Tax will depend on the specific facts and circumstances relating to the
management and operation of each REO Property.
Generally, income from an REO Property that is directly operated by the
Master Servicer would be apportioned and classified as "service" or
"non-service" income. The "service" portion of such income could be subject to
federal tax either at the highest marginal corporate tax rate or at the 100%
rate on "prohibited transactions", and the "non-service" portion of such income
could be subject to federal tax at the highest marginal corporate tax rate or,
although it appears unlikely, at the 100% rate applicable to "prohibited
transactions". Any REO Tax imposed on the Trust Fund's income from an REO
Property would reduce the amount available for distribution to
Certificateholders. Certificateholders are advised to consult their tax advisors
regarding the possible imposition of REO Taxes in connection with the operation
of commercial REO Properties by REMICs. See "Federal Income Tax Consequences".
The limitations imposed by the related Agreement and, if applicable, the
REMIC provisions of the Code on the operations and ownership of any Mortgaged
Property acquired on behalf of the Trust Fund may result in the recovery of an
amount less than the amount that would otherwise be recovered. See "Certain
Legal Aspects of Mortgage Loans--Foreclosure".
If recovery on a defaulted Whole Loan under any related instrument of
Credit Support is not available, the Master Servicer nevertheless will be
obligated to follow or cause to be followed such normal practices and procedures
as it deems necessary or advisable to realize upon the defaulted Whole Loan. If
the proceeds of any liquidation of the property securing the defaulted Whole
Loan are less than the outstanding principal balance of the defaulted Whole Loan
plus interest accrued thereon at the Mortgage Rate plus the aggregate amount of
expenses incurred by the Master Servicer in connection with such proceedings and
which are reimbursable under the Agreement, the Trust Fund will realize a loss
in the amount of such difference. The Master Servicer will be entitled to
withdraw or cause to be withdrawn from the Certificate Account out of the
Liquidation Proceeds recovered on any defaulted Whole Loan, prior to the
distribution of such Liquidation Proceeds to Certificateholders, amounts
representing its normal servicing compensation on the Whole Loan, unreimbursed
servicing expenses incurred
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with respect to the Whole Loan and any unreimbursed advances of delinquent
payments made with respect to the Whole Loan.
Unless otherwise provided in the related Agreement and described in the
related prospectus supplement, if any property securing a defaulted Whole Loan
is damaged and proceeds, if any, from the related hazard insurance policy are
insufficient to restore the damaged property to a condition sufficient to permit
recovery under the related instrument of Credit Support, if any, the Master
Servicer is not required to expend its own funds to restore the damaged
property.
As servicer of the Whole Loans, a Master Servicer, on behalf of itself, the
Trustee and the Certificateholders, will present claims to the obligor under
each instrument of Credit Support, and will take such reasonable steps as are
necessary to receive payment or to permit recovery thereunder with respect to
defaulted Whole Loans. If a Master Servicer or its designee recovers payments
under any instrument of Credit Support with respect to any defaulted Whole Loan,
the Master Servicer will be entitled to withdraw or cause to be withdrawn from
the Certificate Account out of those proceeds, prior to their distribution to
Certificateholders, amounts representing its normal servicing compensation on
such Whole Loan, unreimbursed servicing expenses incurred with respect to the
Whole Loan and any unreimbursed advances of delinquent payments made with
respect to the Whole Loan. See "--Hazard Insurance Policies" and "Description of
Credit Support".
HAZARD INSURANCE POLICIES
Unless otherwise specified in the related prospectus supplement, each
Agreement for a Trust Fund that includes Whole Loans will require the Master
Servicer to use reasonable efforts, consistent with the Servicing Standard, to
cause the mortgagor on each Whole Loan to maintain a hazard insurance policy
providing for such coverage as is required under the related Mortgage or, if any
Mortgage permits the holder to dictate to the mortgagor the insurance coverage
to be maintained on the related Mortgaged Property, then such coverage as is
consistent with the Servicing Standard. Unless otherwise specified in the
related Agreement and described in the related prospectus supplement, such
coverage will be in general in an amount equal to the lesser of the principal
balance owing on such Whole Loan and the amount necessary to fully compensate
for any damage or loss to the improvements on the Mortgaged Property on a
replacement cost basis, but in either case not less than the amount necessary to
avoid the application of any co-insurance clause contained in the hazard
insurance policy. The ability of the Master Servicer to assure that hazard
insurance proceeds are appropriately applied may be dependent upon its being
named as an additional insured under any hazard insurance policy and under any
other insurance policy referred to below, or upon the extent to which
information in this regard is furnished by mortgagors. All amounts collected by
the Master Servicer under any such policy, except for amounts to be applied to
the restoration or repair of the Mortgaged Property or released to the mortgagor
in accordance with the Master Servicer's normal servicing procedures, subject to
the terms and conditions of the related Mortgage and Mortgage Note, will be
deposited in the Certificate Account. The Agreement will provide that the Master
Servicer may satisfy its
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obligation to cause each mortgagor to maintain such a hazard insurance policy by
the Master Servicer's maintaining a blanket policy or a master single interest
policy insuring against hazard losses on the Whole Loans. Unless otherwise
provided in the related prospectus supplement, if such policy contains a
deductible clause, the Master Servicer will be required to deposit in the
Certificate Account all sums that would have been deposited in the that account
but for such clause. Unless otherwise specified in the related prospectus
supplement, the Master Servicer will also be required to maintain a fidelity
bond and errors and omissions policy with respect to its officers and employees
that provides coverage against losses that may be sustained as a result of an
officer's or employee's misappropriation of funds, errors and omissions or
negligence, subject to limitations as to amount of coverage, deductible amounts,
conditions, exclusions and exceptions.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies relating to the Whole Loans will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, the basic terms of the policies are dictated by respective state
laws, and most such policies typically do not cover any physical damage
resulting from--
- war, revolution and governmental actions,
- floods and other water-related causes,
- earth movement, including earthquakes, landslides and mudflows,
- wet or dry rot,
- vermin,
- domestic animals, and
- other kinds of uninsured risks.
The hazard insurance policies covering the Mortgaged Properties securing
the Whole Loans will typically contain a co-insurance clause that in effect
requires the insured at all times to carry insurance of a specified percentage,
which is generally 80% to 90%, of the full replacement value of the improvements
on the property in order to recover the full amount of any partial loss. If the
insured's coverage falls below this specified percentage, such clause generally
provides that the insurer's liability in the event of partial loss does not
exceed the lesser of--
- the replacement cost of the improvements less physical depreciation, and
- such proportion of the loss as the amount of insurance carried bears to
the specified percentage of the full replacement cost of such
improvements.
Unless otherwise provided in the related Agreement and described in the
related prospectus supplement, a Trust Fund that includes Whole Loans will
require the Master Servicer to use reasonable efforts, consistent with the
Servicing Standard, to cause the
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mortgagor on each Whole Loan to maintain all such other insurance coverage with
respect to the related Mortgaged Property as is consistent with the terms of the
related Mortgage and the Servicing Standard, which insurance may typically
include flood insurance, if the related Mortgaged Property was located at the
time of origination in a federally designated flood area, and business
interruption or loss of rents insurance, to the extent available at commercially
reasonable rates.
Under the terms of the Whole Loans, mortgagors will generally be required
to present claims to insurers under hazard insurance policies maintained on the
related Mortgaged Properties. The Master Servicer, on behalf of the Trustee and
Certificateholders, is obligated to present or cause to be presented claims
under any blanket insurance policy insuring against hazard losses on Mortgaged
Properties securing the Whole Loans. However, the ability of the Master Servicer
to present or cause to be presented such claims is dependent upon the extent to
which information in this regard is furnished to the Master Servicer by
mortgagors.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Some of the Whole Loans may contain clauses requiring the consent of the
mortgagee to any sale or other transfer of the related Mortgaged Property, or
due-on-sale clauses entitling the mortgagee to accelerate payment of the Whole
Loan upon any sale or other transfer of the related Mortgaged Property. Some of
the Whole Loans may contain clauses requiring the consent of the mortgagee to
the creation of any other lien or encumbrance on the Mortgaged Property or
due-on-encumbrance clauses entitling the mortgagee to accelerate payment of the
Whole Loan upon the creation of any other lien or encumbrance upon the Mortgaged
Property. Unless otherwise provided in the related prospectus supplement, the
Master Servicer, on behalf of the Trust Fund, will determine whether to exercise
any right the Trustee may have as mortgagee to accelerate payment of any such
Whole Loan or to withhold its consent to any transfer or further encumbrance in
a manner consistent with the Servicing Standard. Unless otherwise specified in
the related prospectus supplement, any fee collected by or on behalf of the
Master Servicer for entering into an assumption agreement will be retained by or
on behalf of the Master Servicer as additional servicing compensation. See
"Certain Legal Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance
Provisions".
RETAINED INTEREST; SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The prospectus supplement for a series of Certificates will specify whether
there will be any Retained Interest in the Mortgage Assets, and, if so, the
owner of any Retained Interest in any Mortgage Asset. If so, the Retained
Interest will be established on a loan-by-loan basis and will be specified on an
exhibit to the related Agreement. A "Retained Interest" in a Mortgage Asset
represents a specified portion of the interest payable thereon. The Retained
Interest will be deducted from mortgagor payments as received and will not be
part of the related Trust Fund.
Unless otherwise specified in the related prospectus supplement, a Master
Servicer's primary servicing compensation with respect to a series of
Certificates will come from
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the periodic payment to it of a portion of the interest payment on each Whole
Loan. Since any Retained Interest and a Master Servicer's primary compensation
are percentages of the principal balance of each Mortgage Asset, such amounts
will decrease in accordance with the amortization of the Mortgage Loans
underlying or comprising such Mortgage Asset. The prospectus supplement with
respect to a series of Certificates evidencing interests in a Trust Fund that
includes Whole Loans may provide that, as additional compensation, the Master
Servicer or the Sub-Servicers may retain all or a portion of assumption fees,
modification fees, late payment charges or Prepayment Premiums collected from
mortgagors and any interest or other income which may be earned on funds held in
the Certificate Account or any Sub-Servicing Account. Any Sub-Servicer will
receive a portion of the Master Servicer's compensation as its sub-servicing
compensation.
In addition to amounts payable to any Sub-Servicer, a Master Servicer may,
to the extent provided in the related prospectus supplement, pay from its
servicing compensation various expenses incurred in connection with its
servicing of the Mortgage Loans, including, without limitation, payment of the
fees and disbursements of the Trustee and independent accountants, payment of
expenses incurred in connection with distributions and reports to
Certificateholders, and payment of any other expenses described in the related
prospectus supplement. Other expenses, including expenses relating to defaults
and liquidations on the Mortgage Loans and, to the extent so provided in the
related prospectus supplement, interest on the Mortgage Loans at the rate
specified in the prospectus supplement, and the fees of any Special Servicer,
may be borne by the Trust Fund.
If and to the extent provided in the related prospectus supplement, the
Master Servicer may be required to apply a portion of the servicing compensation
otherwise payable to it in respect of any Due Period or Prepayment Period, as
applicable, to interest shortfalls resulting from the voluntary prepayment of
any Whole Loans in the related Trust Fund during such period prior to their
respective due dates.
EVIDENCE AS TO COMPLIANCE
Unless otherwise specified in the related prospectus supplement, each
Agreement will provide that on or before a specified date in each year,
beginning on the first such date that is at least a specified number of months
after the Cut-off Date, there will be furnished to the related Trustee a report
of a firm of independent certified public accountants stating that:
- it has obtained a letter of representation regarding various matters from
the management of the Master Servicer which includes an assertion that
the Master Servicer has complied in all material respects with 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 by the Master Servicer during
the most recently completed fiscal year; and
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- on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public
Accountants, such representation is fairly stated in all material
respects, subject to such exceptions and other qualifications as 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 public accountants rendered on the
basis of examinations conducted in accordance the same standards, rendered
within one year of such report, with respect to those Sub-Servicers. The
prospectus supplement may provide that additional or alternative reports of
independent certified public accountants relating to the servicing of mortgage
loans may be required to be delivered to the Trustee.
Each such Agreement will also provide for delivery to the Trustee, on or
before a specified date in each year, of an annual statement signed by an
officer of the Master Servicer to the effect that, to the best of that officer's
knowledge, the Master Servicer has fulfilled its obligations under the Agreement
in all material respects throughout the preceding calendar year or other
specified twelve month period.
Unless otherwise provided in the related prospectus supplement, copies of
the annual accountants' statement and the statement of an officer of a Master
Servicer will be obtainable by Certificateholders without charge upon written
request to the Master Servicer at the address set forth in the related
prospectus supplement.
CERTAIN MATTERS REGARDING A MASTER SERVICER AND THE DEPOSITOR
The master servicer (the "Master Servicer"), if any, under each Agreement
for a series of Certificates will be named in the related prospectus supplement.
The entity serving as Master Servicer may be an affiliate of the Depositor and
may have other normal business relationships with the Depositor or the
Depositor's affiliates.
Unless otherwise specified in the related prospectus supplement, the
related Agreement will provide that the Master Servicer may resign from its
obligations and duties thereunder only upon a determination that its duties
under the Agreement 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 so causing such a conflict
being of a type and nature carried on by the Master Servicer at the date of the
Agreement. Unless applicable law requires the Master Servicer's immediate
resignation, no such resignation will become effective until the Trustee or a
successor servicer has assumed the Master Servicer's obligations and duties
under the Agreement.
Unless otherwise specified in the related prospectus supplement, each
Agreement will further provide that neither any Master Servicer, the Depositor
nor any manager, member, director, officer, employee, or agent of a Master
Servicer or the Depositor will be under any liability to the related Trust Fund
or Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith under the Agreement or for errors in judgment;
provided, however, that neither a Master Servicer, the
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Depositor nor any such other person will be protected against any breach of a
representation or warranty made in such Agreement, or against any liability
specifically required to be borne thereby, or against any liability which would
otherwise be required to be borne by reason of willful misfeasance, bad faith or
gross negligence in the performance of obligations or duties thereunder or by
reason of reckless disregard of obligations and duties thereunder. Unless
otherwise specified in the related prospectus supplement, each Agreement will
further provide that any Master Servicer, the Depositor and any manager, member,
director, officer, employee or agent of a Master Servicer or the Depositor will
be entitled to indemnification by the related Trust Fund and will be held
harmless against any loss, liability or expense incurred in connection with any
claim or legal, equitable or administrative action relating to the Agreement,
the Certificates or the assets of the related Trust Fund; provided, however,
that such indemnification will not extend to any loss, liability or expense:
- specifically imposed by such Agreement;
- that constitutes a servicing advance otherwise reimbursable under such
Agreement;
- incurred in connection with any breach of a representation or warranty
made in such Agreement; or
- incurred by reason of misfeasance, bad faith or gross negligence in the
performance of obligations or duties thereunder, or by reason of reckless
disregard of such obligations or duties.
In addition, each Agreement will provide that neither any Master Servicer
nor the Depositor will be under any obligation to appear in, prosecute or defend
any legal, equitable or administrative action unless that action is related to
its respective responsibilities under the Agreement and, in its opinion, does
not involve it in any ultimate expense or liability. Any such Master Servicer or
the Depositor may, however, in its discretion undertake any such action which it
may deem necessary or desirable with respect to the Agreement and the rights and
duties of the parties thereto and the interests of the Certificateholders
thereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom will be expenses, costs and liabilities of the
Certificateholders, and the Master Servicer or the Depositor, as the case may
be, will be entitled to be reimbursed therefor and to charge the Certificate
Account.
With limited exceptions, any person into which the Master Servicer or the
Depositor may be merged or consolidated, or any person resulting from any merger
or consolidation to which the Master Servicer or the Depositor is a party, or
any person succeeding to the business of the Master Servicer or the Depositor,
will be the successor of the Master Servicer or the Depositor, as the case may
be, under the related Agreement.
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EVENTS OF DEFAULT
Unless otherwise provided in the related prospectus supplement for a Trust
Fund that includes Whole Loans, Events of Default under the related Agreement
will include the following:
1. any failure by the Master Servicer to distribute or cause to be
distributed to Certificateholders, or to remit to the Trustee for
distribution to Certificateholders, any required payment that continues
unremedied for five days after written notice of such failure has been
given to the Master Servicer by the Trustee or the Depositor, or to the
Master Servicer, the Depositor and the Trustee by the holders of
Certificates of the applicable series evidencing not less than 25% of the
Voting Rights;
2. any failure by the Master Servicer duly to observe or perform in any
material respect any of its other covenants or obligations under the
Agreement which continues unremedied for sixty days after written notice of
such failure has been given to the Master Servicer by the Trustee or the
Depositor, or to the Master Servicer, the Depositor and the Trustee by the
holders of Certificates of the applicable series evidencing not less than
25% of the Voting Rights;
3. any breach of a representation or warranty made by the Master
Servicer under the Agreement which materially and adversely affects the
interests of Certificateholders and which continues unremedied for sixty
days after written notice of such breach has been given to the Master
Servicer by the Trustee or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the holders of Certificates of the applicable
series evidencing not less than 25% of the Voting Rights; and
4. specified events of insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings and specified actions by or
on behalf of the Master Servicer indicating its insolvency or inability to
pay its obligations.
Material variations to the foregoing Events of Default, other than to shorten
cure periods or eliminate notice requirements, will be specified in the related
prospectus supplement.
Unless otherwise specified in the related prospectus supplement, the
Trustee shall, not later than the later of 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 five days after specified officers of the
Trustee become aware of the occurrence of such an event, transmit by mail to the
Depositor and all Certificateholders of the applicable series notice of such
occurrence, unless such default shall have been cured or waived.
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default under an Agreement remains unremedied, the
Depositor or the Trustee may, and at the direction of holders of Certificates
evidencing not less than 51% of the Voting Rights, the Trustee shall, terminate
all of the rights and obligations of the Master Servicer under the Agreement and
in and to the Mortgage
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Loans, other than as a Certificateholder or as the owner of any Retained
Interest, whereupon the Trustee will succeed to all of the responsibilities,
duties and liabilities of the Master Servicer under the Agreement and will be
entitled to similar compensation arrangements. However, if the Trustee is
prohibited by law from obligating itself to make advances regarding delinquent
mortgage loans, or if the related prospectus supplement so specifies, then the
Trustee will not be obligated to make such advances. Unless otherwise specified
in the related prospectus supplement, in the event that the Trustee is unwilling
or unable so to act, it may or, at the written request of the holders of
Certificates entitled to at least 51% of the Voting Rights, it shall appoint, or
petition a court of competent jurisdiction for the appointment of, a loan
servicing institution acceptable to the Rating Agencies with a net worth at the
time of such appointment of at least $10,000,000 to act as successor to the
Master Servicer under the Agreement. Pending such appointment, the Trustee is
obligated to act in such capacity. The Trustee and any such successor may agree
upon the servicing compensation to be paid, which in no event may be greater
than the compensation payable to the Master Servicer under the Agreement.
Unless otherwise described in the related prospectus supplement, 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 will be
entitled to waive such Event of Default; provided, however, that an Event of
Default described in clause 1. under "--Events of Default" may be waived only by
all of the Certificateholders. 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 under the Agreement.
No Certificateholder will have the right under any Agreement to institute
any proceeding with respect thereto unless such holder previously has given to
the Trustee written notice of default and unless the holders of Certificates
evidencing not less than 25% of the Voting Rights have made written request upon
the Trustee to institute such proceeding in its own name as Trustee thereunder
and have offered to the Trustee reasonable indemnity, and the Trustee for sixty
days has neglected or refused to institute any such proceeding. The Trustee,
however, is under no obligation to exercise any of the trusts or powers vested
in it by any Agreement or to make any investigation of matters arising
thereunder or to institute, conduct or defend any litigation thereunder or in
relation thereto at the request, order or direction of any of the holders of
Certificates covered by such Agreement, unless such Certificateholders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred by the Trustee.
AMENDMENT
Unless otherwise provided in the related prospectus supplement, each
Agreement may be amended by the Depositor, the Master Servicer, if any, and the
Trustee, without the consent of any of the holders of Certificates covered by
the Agreement, to:
- cure any ambiguity,
- correct, modify or supplement any provision in the Agreement which may be
inconsistent with any other provision in the Agreement,
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- make any other provisions with respect to matters or questions arising
under the Agreement which are not inconsistent with the already existing
provisions of the Agreement, or
- comply with any requirements imposed by the Code;
provided that such amendment, other than an amendment for the purpose specified
in the fourth bullet point above, will not, as evidenced by an opinion of
counsel to such effect, adversely affect in any material respect the interests
of any holder of Certificates covered by the Agreement.
Unless otherwise specified in the related prospectus supplement, each
Agreement may also be amended by the Depositor, the Master Servicer, if any, and
the Trustee, with the consent of the holders of Certificates evidencing not less
than 51% of the Voting Rights allocated to the affected classes, for any
purpose; provided, however, that unless otherwise specified in the related
prospectus supplement, no such amendment may--
1. reduce in any manner the amount of, or delay the timing of, payments
received or advanced on Mortgage Loans which are required to be distributed
on any Certificate, without the consent of the holder of such Certificate,
2. 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 1, without the consent of the holders of all Certificates of such
class, or
3. modify the provisions of such Agreement described in this paragraph,
without the consent of the holders of all Certificates covered by such
Agreement then outstanding.
With respect to any series of Certificates as to which a REMIC election is
to be made, the Trustee will not consent to any amendment of the Agreement
unless it shall first have received an opinion of counsel to the effect that
such amendment will not result in the imposition of a tax on the related Trust
Fund or cause the related Trust Fund to fail to qualify as a REMIC at any time
that the related Certificates are outstanding.
LIST OF CERTIFICATEHOLDERS
Upon written request of any Certificateholder of record of a series of
Certificates, for purposes of communicating with other Certificateholders with
respect to their rights under the Agreement for such series, the Trustee will
afford such Certificateholder access during business hours to the most recent
list of Certificateholders of that series held by the Trustee, except that the
Trustee may require a copy of the communication to be sent.
THE TRUSTEE
The trustee (the "Trustee") under each Agreement for a series of
Certificates will be named in the related prospectus supplement. The commercial
bank, national banking association, banking corporation or trust company serving
as Trustee may have typical
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banking relationships with the Depositor and its affiliates and with any Master
Servicer and its affiliates.
DUTIES OF THE TRUSTEE
The Trustee will make no representations as to the validity or sufficiency
of any Agreement, the Certificates or any Mortgage Loan or related document and
is not accountable for the use or application by or on behalf of any Master
Servicer of any funds paid to the Master Servicer or its designee or any Special
Servicer in respect of the Certificates or the Mortgage Loans, or deposited into
or withdrawn from the Certificate Account or any other account by or on behalf
of the Master Servicer or any Special Servicer. If no Event of Default has
occurred and is continuing, the Trustee is required to perform only those duties
specifically required under the related Agreement. However, upon receipt of the
various certificates, reports or other instruments required to be furnished to
it, the Trustee is required to examine such documents and to determine whether
they conform to the requirements of the Agreement.
CERTAIN MATTERS REGARDING THE TRUSTEE
Unless otherwise specified in the related prospectus supplement, the
Trustee and any director, officer, employee or agent of the Trustee shall be
entitled to indemnification out of the Certificate Account for any loss,
liability or expense incurred in connection with the Trustee's acceptance or
administration of its trusts under the related Agreement; provided, however,
that such indemnification will not extend to any loss, liability or expense that
constitutes a specific liability of the Trustee under the related Agreement, or
to any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence on the part of the Trustee in the performance of its
obligations and duties thereunder, or by reason of its reckless disregard of
such obligations or duties, or as may arise from a breach of any representation,
warranty or covenant of the Trustee made in the Agreement.
RESIGNATION AND REMOVAL OF THE TRUSTEE
The Trustee may at any time resign from its obligations and duties under an
Agreement by giving written notice of its resignation to the Depositor and the
Master Servicer. Upon receiving such notice of resignation, the Depositor, or
such other person as may be named in the prospectus supplement, will be required
promptly to appoint a successor trustee. If no successor trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible to continue as such
under the related Agreement, 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, then the Depositor
may remove the Trustee and appoint a successor trustee. Holders of the
Certificates of any series entitled to at least 51% of the Voting Rights for
such series
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may at any time remove the Trustee without cause and appoint a successor
trustee, except that any Trustee so removed without cause will be entitled to
reimbursement for the costs of that removal from the Certificateholders that so
removed it.
Any resignation or removal of the Trustee and appointment of a successor
trustee shall not become effective until acceptance of appointment by the
successor trustee.
DESCRIPTION OF CREDIT SUPPORT
GENERAL
For any series of Certificates, Credit Support may be provided with respect
to one or more classes of that series or the related Mortgage Assets. Credit
Support may be in the form of the subordination of one or more classes of
Certificates, letters of credit, insurance policies, surety bonds, guarantees,
the establishment of one or more reserve funds or another method of Credit
Support described in the related prospectus supplement, or any combination of
the foregoing. If so provided in the related prospectus supplement, any form of
Credit Support may be structured so as to be drawn upon by more than one series
to the extent described in the related prospectus supplement.
Unless otherwise provided in the related prospectus supplement for a series
of Certificates, the Credit Support will not provide protection against all
risks of loss and will not guarantee repayment of the entire Certificate Balance
of the Certificates and interest thereon. If losses or shortfalls occur that
exceed the amount covered by Credit Support or that are not covered by Credit
Support, Certificateholders will bear their allocable share of deficiencies.
Moreover, if a form of Credit Support covers more than one series of
Certificates, holders of Certificates of one series will be subject to the risk
that such Credit Support will be exhausted by the claims of the holders of
Certificates of one or more other series before the former receive their
intended share of such coverage.
If Credit Support is provided with respect to one or more classes of
Certificates of a series, or the related Mortgage Assets, the related prospectus
supplement will include a description of:
- the nature and amount of coverage under such Credit Support;
- any conditions to payment thereunder not otherwise described in this
prospectus;
- the conditions, if any, under which the amount of coverage under such
Credit Support may be reduced and under which such Credit Support may be
terminated or replaced; and
- the material provisions relating to such Credit Support.
Additionally, the related prospectus supplement will set forth information
with respect to the obligor under any instrument of Credit Support, including:
- a brief description of its principal business activities;
- its principal place of business, place of incorporation and the
jurisdiction under which it is chartered or licensed to do business;
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- if applicable, the identity of regulatory agencies that exercise primary
jurisdiction over the conduct of its business; and
- its total assets, and its stockholders' equity or policyholders' surplus,
if applicable, as of the date specified in the prospectus supplement.
See "Risk Factors".
SUBORDINATE CERTIFICATES
If so specified in the related prospectus supplement, one or more classes
of Certificates of a series may be Subordinate Certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
Subordinate Certificates to receive distributions of principal and interest from
the Certificate Account on any Distribution Date will be subordinated to such
rights of the holders of Senior Certificates. If so provided in the related
prospectus supplement, the subordination of a class may apply only in the event
of, or may be limited to, some types of losses or shortfalls. The related
prospectus supplement will set forth information concerning the amount of
subordination provided by a class or classes of Subordinate Certificates in a
series, the circumstances under which such subordination will be available and
the manner in which the amount of subordination will be made available.
CROSS-SUPPORT PROVISIONS
If the Mortgage Assets for a series are divided into separate groups, each
supporting a separate class or classes of Certificates of a series, credit
support may be provided by cross-support provisions requiring that distributions
be made on Senior Certificates evidencing interests in one group of Mortgage
Assets prior to distributions on Subordinate Certificates evidencing interests
in a different group of Mortgage Assets within the Trust Fund. The prospectus
supplement for a series that includes a cross-support provision will describe
the manner and conditions for applying such provisions.
INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS
If so provided in the prospectus supplement for a series of Certificates,
Mortgage Loans included in the related Trust Fund will be covered for various
default risks by insurance policies or guarantees. A copy of any such material
instrument for a series will be filed with the Commission as an exhibit to a
Current Report on Form 8-K to be filed within 15 days of issuance of the
Certificates of the related series.
LETTER OF CREDIT
If so provided in the prospectus supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates, or on select
classes of such Certificates, will be covered by one or more letters of credit,
issued by a bank or financial institution specified in such prospectus
supplement (the "L/C Bank"). Under a letter of credit, the L/C Bank will be
obligated to honor draws thereunder in an aggregate fixed dollar amount, net of
unreimbursed payments thereunder, generally equal to a percentage specified in
the related prospectus supplement of the aggregate principal
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balance of the Mortgage Assets on the related Cut-off Date or of the initial
aggregate Certificate Balance of one or more classes of Certificates. If so
specified in the related prospectus supplement, the letter of credit may permit
draws only in the event of specified types of losses and shortfalls. The amount
available under the letter of credit will, in all cases, be reduced to the
extent of the unreimbursed payments thereunder and may otherwise be reduced as
described in the related prospectus supplement. The obligations of the L/C Bank
under the letter of credit for each series of Certificates will expire at the
earlier of the date specified in the related prospectus supplement or the
termination of the Trust Fund. A copy of any such letter of credit for a series
will be filed with the Commission as an exhibit to a Current Report on Form 8-K
to be filed within 15 days of issuance of the Certificates of the related
series.
INSURANCE POLICIES AND SURETY BONDS
If so provided in the prospectus supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates, or on select
classes of such Certificates, will be covered by insurance policies and/or
surety bonds provided by one or more insurance companies or sureties. Such
instruments may cover, with respect to one or more classes of Certificates of
the related series, timely distributions of interest and/or full distributions
of principal on the basis of a schedule of principal distributions set forth in
or determined in the manner specified in the related prospectus supplement. A
copy of any such instrument for a series will be filed with the Commission as an
exhibit to a Current Report on Form 8-K to be filed with the Commission within
15 days of issuance of the Certificates of the related series.
RESERVE FUNDS
If so provided in the prospectus supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates, or on select
classes of such Certificates, will be covered by one or more reserve funds in
which cash, a letter of credit, Permitted Investments, a demand note or a
combination of cash, letters of credit, Permitted Investments or demand notes
will be deposited, in the amounts so specified in such prospectus supplement.
The reserve funds for a series may also be funded over time by depositing in the
reserve fund a specified amount of the distributions received on the related
Mortgage Assets as specified in the related prospectus supplement.
Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the related prospectus supplement. A
reserve fund may be provided to increase the likelihood of timely distributions
of principal of and interest on the Certificates. If so specified in the related
prospectus supplement, reserve funds may be established to provide limited
protection against only some types of losses and shortfalls. Following each
Distribution Date amounts in a reserve fund in excess of any amount required to
be maintained, may be released from the reserve fund under the conditions and to
the extent specified in the related prospectus supplement and will not be
available for further application to the Certificates.
Moneys deposited in any Reserve Funds will be invested in Permitted
Investments, except as otherwise specified in the related prospectus supplement.
Unless otherwise
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specified in the related prospectus supplement, any reinvestment income or other
gain from such investments will be credited to the related Reserve Fund for such
series, and any loss resulting from such investments will be charged to such
Reserve Fund. However, such income may be payable to any related Master Servicer
or another service provider as additional compensation. The Reserve Fund, if
any, for a series will not be a part of the Trust Fund unless otherwise
specified in the related prospectus supplement.
Additional information concerning any Reserve Fund will be set forth in the
related prospectus supplement, including the initial balance of such Reserve
Fund, the balance required to be maintained in the Reserve Fund, the manner in
which such required balance will decrease over time, the manner of funding such
Reserve Fund, the purposes for which funds in the Reserve Fund may be applied to
make distributions to Certificateholders and use of investment earnings from the
Reserve Fund, if any.
CREDIT SUPPORT WITH RESPECT TO MBS AND TIERED MBS
If so provided in the prospectus supplement for a series of Certificates,
the MBS and/or Tiered MBS included in the related Trust Fund and/or the mortgage
loans directly or indirectly underlying such MBS and/or Tiered MBS may be
covered by one or more of the types of Credit Support described in this
prospectus. The related prospectus supplement will specify as to each such form
of Credit Support the information indicated above with respect thereto, to the
extent such information is material and available.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
The following discussion contains general summaries of the legal aspects of
mortgage loans secured by commercial and multifamily residential properties in
the United States. Because such legal aspects are governed by applicable state
law, which laws may differ substantially, the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the laws
of all jurisdictions in which the security for the Whole Loans, or mortgage
loans underlying any MBS, is situated. Accordingly, the summaries are qualified
in their entirety by reference to the applicable laws of those states. See
"Description of the Trust Funds--Mortgage Loans". For purposes of the following
discussion, "Mortgage Loan" includes a mortgage loan underlying an MBS.
GENERAL
Each Mortgage Loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the prevailing
practice and law in the state in which the related Mortgaged Property is
located. Mortgages, deeds of trust and deeds to secure debt are in this
prospectus collectively referred to as "mortgages". A mortgage creates a lien
upon, or grants a title interest in, the real property covered thereby, and
represents the security for the repayment of the indebtedness customarily
evidenced by a promissory note. The priority of the lien created or interest
granted will depend on the terms of the mortgage and, in some cases, on the
terms of separate subordination agreements or intercreditor agreements with
others that hold interests in
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the real property, the knowledge of the parties to the mortgage and, generally,
the order of recordation of the mortgage in the appropriate public recording
office. However, the lien of a recorded mortgage will generally be subordinate
to later-arising liens for real estate taxes and assessments and other charges
imposed under governmental police powers.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage:
1. a mortgagor, which is the owner of the subject property and usually
the borrower; and
2. a mortgagee, or lender.
In contrast, a deed of trust is a three-party instrument, among:
1. a trustor, which is the equivalent of a borrower;
2. a trustee, to whom the real property is conveyed; and
3. a beneficiary, or lender, for whose benefit the conveyance is made.
Under a deed of trust, the trustor grants the property, irrevocably until the
debt is paid, in trust and generally with a power of sale, to the trustee to
secure repayment of the indebtedness evidenced by the related note.
A deed to secure debt typically has two parties, under which the borrower,
or grantor, conveys title to the real property to the grantee, or lender,
generally with a power of sale, until such time as the debt is repaid.
In a case where the borrower is a land trust, there would be an additional
party because legal title to the property is held by a land trustee under a land
trust agreement for the benefit of the borrower. At origination of a mortgage
loan involving a land trust, the borrower may execute a separate undertaking to
make payments on the mortgage note. In no event is the land trustee personally
liable for the mortgage note obligation.
The mortgagee's authority under a mortgage, the trustee's authority under a
deed of trust and the grantee's authority under a deed to secure debt are
governed by the express provisions of the related instrument, the law of the
state in which the real property is located, various federal laws and, in some
deed of trust transactions, the directions of the beneficiary.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases, under which the borrower assigns to the lender
the borrower's right, title and interest as landlord under each lease and the
income derived therefrom, while retaining, unless rents are to be paid directly
to the lender, a revocable license to collect the rents for so long as there is
no default. If the borrower defaults, the license may be terminated, whereupon
the lender will become entitled to collect the rents. Local law
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may require that the lender take possession of the property and/or obtain a
court-appointed receiver before becoming entitled to collect the rents.
In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code ("UCC"); in cases where hotels or
motels constitute loan security, the rates are generally pledged by the borrower
as additional security for the loan. In general, the lender must file financing
statements in order to perfect its security interest in the room rates and must
file continuation statements, generally every five years, to maintain perfection
of such security interest. In some cases, Mortgage Loans secured by hotels or
motels may be included in a Trust Fund even if the security interest in the room
rates was not perfected or the requisite UCC filings were allowed to lapse. Even
if the lender's security interest in room rates is perfected under applicable
nonbankruptcy law, it will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default. In the bankruptcy setting,
however, the lender will be stayed from enforcing its rights to collect room
rates, but those room rates, in light of revisions to the Bankruptcy Code which
are effective for all bankruptcy cases commenced on or after October 22, 1994,
constitute "cash collateral" and therefore cannot be used by the bankruptcy
debtor without a hearing or lender's consent and unless the lender's interest in
the room rates is given adequate protection. The adequate protection may consist
of a cash payment for otherwise encumbered funds or a replacement lien on
unencumbered property, in either case equal in value to the amount of room rates
that the debtor proposes to use, or other similar relief. See "--Bankruptcy
Laws".
PERSONALTY
In the case of some mortgaged properties, such as hotels, motels and
nursing homes, personal property, to the extent owned by the borrower and not
previously pledged, may constitute a significant portion of the property's value
as security. The creation and enforcement of liens on personal property are
governed by the UCC. Accordingly, if a borrower pledges personal property as
security for a mortgage loan, the lender generally must file UCC financing
statements in order to perfect its security interest in the personal property,
and must file continuation statements, generally every five years, to maintain
that perfection. In some cases, Mortgage Loans secured in part by personal
property may be included in a Trust Fund even if the security interest in such
personal property was not perfected or the requisite UCC filings were allowed to
lapse.
FORECLOSURE
General. Foreclosure is a legal procedure that allows the lender to
recover its mortgage debt by enforcing its rights and available legal remedies
under the mortgage. If the borrower defaults in payment or performance of its
obligations under the note or mortgage, the lender has the right to institute
foreclosure proceedings to sell the real property at public auction to satisfy
the indebtedness.
Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and nonjudicial
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foreclosure under a power of sale granted in the mortgage instrument. Other
foreclosure procedures are available in some states, but they are either
infrequently used or available only in limited circumstances.
A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
requires several years to complete.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action is
initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the mortgaged property, the proceeds of
which are used to satisfy the judgment. Such sales are made in accordance with
procedures that vary from state to state.
Equitable and Other Limitations on Enforceability of Certain
Provisions. United States courts have traditionally imposed general equitable
principles to limit the remedies available to lenders in foreclosure actions.
These principles are generally designed to relieve borrowers from the effects of
mortgage defaults perceived as harsh or unfair. Relying on such principles, a
court may alter the specific terms of a loan to the extent it considers
necessary to prevent or remedy an injustice, undue oppression or overreaching,
or may require the lender to undertake affirmative actions to determine the
cause of the borrower's default and the likelihood that the borrower will be
able to reinstate the loan. In some cases, courts have substituted their
judgment for the lender's and have required that lenders reinstate loans or
recast payment schedules in order to accommodate borrowers who are suffering
from a temporary financial disability. In other cases, courts have limited the
right of the lender to foreclose in the case of a nonmonetary default, such as a
failure to adequately maintain the mortgaged property or an impermissible
further encumbrance of the mortgaged property. Finally, some courts have
addressed the issue of whether federal or state constitutional provisions
reflecting due process concerns for adequate notice require that a borrower
receive notice in addition to statutorily-prescribed minimum notice. For the
most part, these cases have upheld the reasonableness of the notice provisions
or have found that a public sale under a mortgage providing for a power of sale
does not involve sufficient state action to trigger constitutional protections.
In addition, some states may have statutory protection such as the right of
the borrower to reinstate mortgage loans after commencement of foreclosure
proceedings but prior to a foreclosure sale.
Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale under a power of sale typically
granted in the deed of trust. A power of
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sale may also be contained in any other type of mortgage instrument if
applicable law so permits. A power of sale under a deed of trust allows a
nonjudicial public sale to be conducted generally following a request from the
beneficiary/lender to the trustee to sell the property upon default by the
borrower and after notice of sale is given in accordance with the terms of the
mortgage and applicable state law. In some states, prior to such sale, the
trustee under the deed of trust must record a notice of default and notice of
sale and send a copy to the borrower and to any other party who has recorded a
request for a copy of a notice of default and notice of sale. In addition, in
some states the trustee must provide notice to any other party having an
interest of record in the real property, including junior lienholders. A notice
of sale must be posted in a public place and, in most states, published for a
specified period of time in one or more newspapers. The borrower or junior
lienholder may then have the right, during a reinstatement period required in
some states, to cure the default by paying the entire actual amount in arrears,
without regard to the acceleration of the indebtedness, plus the lender's
expenses incurred in enforcing the obligation. In other states, the borrower or
the junior lienholder is not provided a period to reinstate the loan, but has
only the right to pay off the entire debt to prevent the foreclosure sale.
Generally, state law governs the procedure for public sale, the parties entitled
to notice, the method of giving notice and the applicable time periods.
Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the exact
status of title to the property, due to, among other things, redemption rights
that may exist, and because of the possibility that physical deterioration of
the property may have occurred during the foreclosure proceedings. Therefore, it
is common for the lender to purchase the mortgaged property for an amount equal
to the secured indebtedness and accrued and unpaid interest plus the expenses of
foreclosure, in which event the borrower's debt will be extinguished, or for a
lesser amount in order to preserve its right to seek a deficiency judgment if
such is available under state law and under the terms of the Mortgage Loan
documents. The Mortgage Loans, however, may be nonrecourse. See "Risk Factors".
Thereafter, subject to the borrower's right in some states to remain in
possession during a redemption period, the lender will become the owner of the
property and have both the benefits and burdens of ownership, including the
obligation to pay debt service on any senior mortgages, to pay taxes, to obtain
casualty insurance and to make such repairs as are necessary to render the
property suitable for sale. The costs of operating and maintaining a commercial
or multifamily residential property may be significant and may be greater than
the income derived from that property. The lender also will commonly obtain the
services of a real estate broker and pay the broker's commission in connection
with the sale or lease of the property. Depending upon market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property. Moreover, because of the expenses associated with
acquiring, owning and selling a mortgaged property, a lender could realize an
overall loss on a mortgage loan even if the mortgaged property is sold at
foreclosure, or resold after it is acquired through foreclosure, for an amount
equal to the full outstanding principal amount of the loan plus accrued
interest. The holder of a junior mortgage that forecloses on a
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mortgaged property does so subject to senior mortgages and any other prior
liens, and may be obliged to keep senior mortgage loans current in order to
avoid foreclosure of its interest in the property. In addition, if the
foreclosure of a junior mortgage triggers the enforcement of a "due-on-sale"
clause contained in a senior mortgage, the junior mortgagee could be required to
pay the full amount of the senior mortgage indebtedness or face foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all persons
who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption". The doctrine
of equity of redemption provides that, until the property encumbered by a
mortgage has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have an equity of redemption and may redeem the property by
paying the entire debt with interest. Those having an equity of redemption must
generally be made parties and joined in the foreclosure proceeding in order for
their equity of redemption to be terminated.
The equity of redemption is a common-law, that is nonstatutory, right which
should be distinguished from post-sale statutory rights of redemption. In some
states, after sale under a deed of trust or foreclosure of a mortgage, the
borrower and foreclosed junior lienors are given a statutory period in which to
redeem the property. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
permitted if the former borrower pays only a portion of the sums due. The effect
of a statutory right of redemption is to diminish the ability of the lender to
sell the foreclosed property because the exercise of a right of redemption would
defeat the title of any purchaser through a foreclosure. Consequently, the
practical effect of the redemption right is to force the lender to maintain the
property and pay the expenses of ownership until the redemption period has
expired. In some states, a post-sale statutory right of redemption may exist
following a judicial foreclosure, but not following a trustee's sale under a
deed of trust.
Anti-Deficiency Legislation. Some or all of the Mortgage Loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the Mortgaged Property and such other assets, if any, that were pledged to
secure the Mortgage Loan. However, even if a mortgage loan by its terms provides
for recourse to the borrower's other assets, a lender's ability to realize upon
those assets may be limited by state law. For example, in some states a lender
cannot obtain a deficiency judgment against the borrower following foreclosure
or sale under a deed of trust. A deficiency judgment is a personal judgment
against the former borrower equal to the difference between the net amount
realized upon the public sale of the real property and the amount due to the
lender. Other statutes may require the lender to exhaust the security afforded
under a mortgage before bringing a personal action against the borrower. In
other states, the lender has the option of bringing a personal action against
the borrower on the debt without first exhausting such security; however, in
some of those states, the lender, following judgment on such personal action,
may be deemed to have elected a remedy
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and thus may be precluded from foreclosing upon the security. Consequently,
lenders in those states where such an election of remedy provision exists will
usually proceed first against the security. Finally, other statutory provisions,
designed to protect borrowers from exposure to large deficiency judgments that
might result from bidding at below-market values at the foreclosure sale, limit
any deficiency judgment to the excess of the outstanding debt over the fair
market value of the property at the time of the sale.
Leasehold Considerations. Mortgage Loans may be secured by a mortgage on
the borrower's leasehold interest in a ground lease. Leasehold mortgage loans
are subject to risks not associated with mortgage loans secured by a lien on the
fee estate of the borrower. The most significant of these risks is that if the
borrower's leasehold were to be terminated upon a lease default, the leasehold
mortgagee would lose its security. This risk may be lessened if the ground lease
requires the lessor to give the leasehold mortgagee notices of lessee defaults
and an opportunity to cure them, permits the leasehold estate to be assigned to
and by the leasehold mortgagee or the purchaser at a foreclosure sale, and
contains other protective provisions typically included in a "mortgageable"
ground lease. Some Mortgage Loans, however, may be secured by ground leases that
do not contain these provisions.
Cross-Collateralization. Some of the Mortgage Loans may be secured by
more than one mortgage covering properties located in more than one state.
Because of various state laws governing foreclosure or the exercise of a power
of sale and because, in general, foreclosure actions are brought in state court
and the courts of one state cannot exercise jurisdiction over property in
another state, it may be necessary upon a default under a cross-collateralized
Mortgage Loan to foreclose on the related mortgages in a particular order rather
than simultaneously and/or utilize judicial foreclosure even in states that
permit non-judicial foreclosures in order to ensure that the lien of the
mortgages is not impaired or released. In addition, because of the various state
laws governing the ability to obtain a deficiency judgment, it may be necessary
in some states to foreclose through an action in state court rather than by
exercise of a power of sale, possibly causing a delay in the ultimate recovery
by the Certificateholders and increasing the expense of foreclosing on the
security. Other state laws may limit the amount of the recovery on a particular
property located within that state which is being foreclosed after the
foreclosure of one or more properties to the difference between the amount of
the outstanding indebtedness and the value of the property or properties
previously foreclosed, as opposed to the actual amounts recovered in such
foreclosure or foreclosures. Furthermore, due to the effect of "one-action" or
"security first" rules in some states, the remedies that a lender may exercise
upon an event of default as against a property or other collateral or against a
borrower may result in the impairment or loss of the lender's lien on other
properties located in that state or other states or lender's security interest
in other collateral.
BANKRUPTCY LAWS
Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a lender to realize upon collateral and/or to enforce a
deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions, including
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foreclosure actions and deficiency judgment proceedings, to collect a debt are
automatically stayed upon the filing of the bankruptcy petition. Often, no
interest or principal payments are made during the course of the bankruptcy
case. The delay and the consequences of any delay caused by such automatic stay
can be significant. Also, under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay the senior lender from
taking action to foreclose out such junior lien.
Under the Bankruptcy Code, provided substantive and procedural safeguards
protective of the lender are met, the amount and terms of a mortgage loan
secured by a lien on property of the debtor may be modified under some
circumstances. For example, the outstanding amount of the loan may be reduced to
the then-current value of the property, with a corresponding partial reduction
of the amount of lender's security interest, under a confirmed plan or lien
avoidance proceeding, thus leaving the lender a general unsecured creditor for
the difference between such value and the outstanding balance of the loan. Other
modifications may include the reduction in the amount of each scheduled
payment--
- through a reduction in the rate of interest and/or an alteration of the
repayment schedule, with or without affecting the unpaid principal
balance of the loan, or
- by an extension, or shortening, of the term to maturity.
Some bankruptcy courts have approved plans, based on the particular facts
of the reorganization case, that effected the cure of a mortgage loan default by
paying arrearages over a number of years. Also, a bankruptcy court may permit a
debtor, through its rehabilitative plan, to reinstate a mortgage loan payment
schedule even if the lender has obtained a final judgment of foreclosure prior
to the filing of the debtor's petition.
Federal bankruptcy law may also have the effect of interfering with or
affecting the ability of a secured lender to enforce the borrower's assignment
of rents and leases related to the mortgaged property. Under the Bankruptcy
Code, a lender may be stayed from enforcing the assignment, and the legal
proceedings necessary to resolve the issue could be time-consuming, with
resulting delays in the lender's receipt of the rents. Recent amendments to the
Bankruptcy code, however, may minimize the impairment of the lender's ability to
enforce the borrower's assignment of rents and leases. In addition to the
inclusion of hotel revenues within the definition of "cash collateral" as noted
previously in the section entitled "--Leases and Rents", the amendments provide
that a pre-petition security interest in rents or hotel revenues is designed to
overcome those cases holding that a security interest in rents is unperfected
under the laws of some states until the lender has taken some further action,
such as commencing foreclosure or obtaining a receiver prior to activation of
the assignment of rents.
If a borrower's ability to make payment on a mortgage loan is dependent on
its receipt of rent payments under a lease of the related property, that ability
may be impaired by the commencement of a bankruptcy case relating to a lessee
under such lease. Under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf
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of a lessee results in a stay in bankruptcy against the commencement or
continuation of any state court proceeding for past due rent, for accelerated
rent, for damages or for a summary eviction order with respect to a default
under the lease that occurred prior to the filing of the lessee's petition. In
addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court--
- assume the lease and either retain it or assign it to a third party, or
- reject the lease.
If the lease is assumed, the trustee or debtor-in-possession, or assignee, if
applicable, must cure any defaults under the lease, compensate the lessor for
its losses and provide the lessor with "adequate assurance" of future
performance. Such remedies may be insufficient, and any assurances provided to
the lessor may, in fact, be inadequate. If the lease is rejected, the lessor
will be treated as an unsecured creditor with respect to its claim for damages
for termination of the lease, except potentially to the extent of any security
deposit. The Bankruptcy Code also limits a lessor's damages for lease rejection
to--
- the rent reserved by the lease, without regard to acceleration, for the
greater of one year, or 15%, not to exceed three years, of the remaining
term of the lease, plus
- unpaid rent to the earlier of the surrender of the property or the
lessee's bankruptcy filing.
ENVIRONMENTAL CONSIDERATIONS
General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Such environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In some circumstances, a lender may
decide to abandon a contaminated mortgaged property as collateral for its loan
rather than foreclose and risk liability for clean-up costs.
Superlien Laws. Under the laws of many states, contamination on a
property may give rise to a lien on the property for clean-up costs. In several
states, such a lien has priority over all existing liens, including those of
existing mortgages. In these states, the lien of a mortgage may lose its
priority to such a "superlien".
CERCLA. The federal Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended ("CERCLA"), imposes strict liability on
present and past "owners" and "operators" of contaminated real property for the
costs of clean-up. A secured lender may be liable as an "owner" or "operator" of
a contaminated mortgaged property if agents or employees of the lender have
participated in the management of such mortgaged property or the operations of
the borrower. Such liability may exist even if the lender did not cause or
contribute to the contamination and regardless of whether the lender has
actually taken possession of a mortgaged property
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through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such
liability is not limited to the original or unamortized principal balance of a
loan or to the value of the property securing a loan. Excluded from CERCLA's
definition of "owner" or "operator", however, is a person who without
participating in the management of the facility, holds indicia of ownership
primarily to protect his security interest. This is the so called "secured
creditor exemption".
The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
(the "Lender Liability Act") amended, among other things, the provisions of
CERCLA with respect to lender liability and the secured creditor exemption. The
Lender Liability Act offers substantial protection to lenders by defining the
activities in which a lender can engage and still have the benefit of the
secured creditor exemption. In order for a lender to be deemed to have
participated in the management of a mortgaged property, the lender must actually
participate in the operational affairs of the property of the borrower. The
Lender Liability Act provides that "merely having the capacity to influence, or
unexercised right to control" operations does not constitute participation in
management. A lender will lose the protection of the secured creditor exemption
only if it exercises decision-making control over the borrower's environmental
compliance and hazardous substance handling and disposal practices, or assumes
day-to-day management of operational functions of the mortgaged property. The
Lender Liability Act also provides that a lender will continue to have the
benefit of the secured creditor exemption even if it forecloses on a mortgaged
property, purchases it at a foreclosure sale or accepts a deed-in-lieu of
foreclosure provided that the lender seeks to sell the mortgaged property at the
earliest practicable commercially reasonable time on commercially reasonable
terms.
Certain Other Federal and State Laws. Many states have statutes similar
to CERCLA, and not all those statutes provide for a secured creditor exemption.
In addition, under federal law, there is potential liability relating to
hazardous wastes and underground storage tanks under the federal Resource
Conservation and Recovery Act.
Some federal, state and local laws, regulations and ordinances govern the
management, removal, encapsulation or disturbance of asbestos-containing
materials ("ACMs"). Such laws, as well as common law standards, may impose
liability for releases of or exposure to ACMs and may provide for third parties
to seek recovery from owners or operators of real properties for personal
injuries associated with such releases.
Federal law requires owners of residential housing constructed prior to
1978 to disclose to potential residents or purchasers any known lead-based paint
hazards and will impose treble damages for any failure to so notify. In
addition, the ingestion of lead-based paint chips or dust particles by children
can result in lead poisoning, and the owner of a property where such
circumstances exist may be held liable for such injuries and for the costs of
removal or encapsulation of the lead-based paint. Testing for lead-based paint
or lead in the water will generally not be conducted with respect to all of the
Mortgaged Properties. That testing will generally be conducted only if the use,
age and/or condition of the Mortgaged Property so warrants.
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In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.
Beyond statute-based environmental liability, there exist common law causes
of action, such as, actions based on nuisance or on toxic tort resulting in
death, personal injury or damage to property, related to hazardous environmental
conditions on a property. While it may be more difficult to hold a lender liable
in such cases, unanticipated or uninsured liabilities of the borrower may
jeopardize the borrower's ability to meet its loan obligations.
Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on a borrower. Such costs may jeopardize the
borrower's ability to meet its loan obligations.
Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard, but that individual or entity may be without
substantial assets. Accordingly, it is possible that such costs could become a
liability of the Trust Fund and occasion a loss to the Certificateholders.
To reduce the likelihood of such a loss, unless otherwise specified in the
related prospectus supplement, the Pooling Agreement will provide that neither
the Master Servicer nor any Special Servicer, acting on behalf of the Trustee,
may acquire title to a Mortgaged Property or take over its operation unless the
Special Servicer, based solely, as to environmental matters, on a report
prepared by a person who regularly conducts environmental audits, has made the
determination that specified conditions relating to environmental matters have
been satisfied, as described under "Description of the Agreements--Realization
Upon Defaulted Whole Loans".
If a lender forecloses on a mortgage secured by a property, the operations
on which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Such compliance may entail substantial expense, especially in the case of
industrial or manufacturing properties.
In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers, including
prospective buyers at a foreclosure sale or following foreclosure. Such
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property, sometimes substantially, and thereby decrease the
ability of the lender to recoup its investment in a loan upon foreclosure.
Environmental Site Assessments. In most cases, an environmental site
assessment of each Mortgaged Property will have been performed in connection
with the origination of the related Mortgage Loan or at some time prior to the
issuance of the related Certificates. Environmental site assessments, however,
vary considerably in their content,
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quality and cost. Even when adhering to good professional practices,
environmental consultants will sometimes not detect significant environmental
problems because to do an exhaustive environmental assessment would be far too
costly and time-consuming to be practical.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Some of the Mortgage Loans may contain due-on-sale and due-on-encumbrance
clauses that purport to permit the lender to accelerate the maturity of the loan
if the borrower transfers or encumbers the related Mortgaged Property. In recent
years, court decisions and legislative actions placed substantial restrictions
on the right of lenders to enforce such clauses in many states. However, the
Garn-St Germain Depository Institutions Act of 1982 (the "Garn Act") generally
preempts state laws that prohibit the enforcement of due-on-sale clauses and
permits lenders to enforce these clauses in accordance with their terms, subject
to the limitations set forth in the Garn Act and the regulations promulgated
thereunder. Accordingly, a Master Servicer may nevertheless have the right to
accelerate the maturity of a Mortgage Loan that contains a due-on-sale provision
upon transfer of an interest in the property, without regard to the Master
Servicer's ability to demonstrate that a sale threatens its legitimate security
interest.
SUBORDINATE FINANCING
The terms of some of the Mortgage Loans may not restrict the ability of the
borrower to use the Mortgaged Property as security for one or more additional
loans, or such restrictions may be unenforceable. Where a borrower encumbers a
mortgaged property with one or more junior liens, the senior lender is subjected
to additional risk. First, the borrower may have difficulty servicing and
repaying multiple loans. Moreover, if the subordinate financing permits recourse
to the borrower, as is frequently the case, and the senior loan does not, a
borrower may have more incentive to repay sums due on the subordinate loan.
Second, acts of the senior lender that prejudice the junior lender or impair the
junior lender's security may create a superior equity in favor of the junior
lender. For example, if the borrower and the senior lender agree to an increase
in the principal amount of or the interest rate payable on the senior loan, the
senior lender may lose its priority to the extent any existing junior lender is
harmed or the borrower is additionally burdened. Third, if the borrower defaults
on the senior loan and/or any junior loan or loans, the existence of junior
loans and actions taken by junior lenders can impair the security available to
the senior lender and can interfere with or delay the taking of action by the
senior lender. Moreover, the bankruptcy of a junior lender may operate to stay
foreclosure or similar proceedings by the senior lender.
DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and in
some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In some states, there are or may be specific limitations
upon the late charges
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which a lender may collect from a borrower for delinquent payments. Some states
also limit the amounts that a lender may collect from a borrower as an
additional charge if the loan is prepaid. In addition, the enforceability of
provisions that provide for prepayment fees or penalties upon an involuntary
prepayment is unclear under the laws of many states.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply to
some types of residential, including multifamily, first mortgage loans
originated by some lenders after March 31, 1980. Title V authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not so rejected, any state is authorized by
the law to adopt a provision limiting discount points or other charges on
mortgage loans covered by Title V. Various states have taken action to reimpose
interest rate limits and/or to limit discount points or other charges.
No Mortgage Loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will, if originated after that rejection or adoption,
be eligible for inclusion in a Trust Fund unless--
- such Mortgage Loan provides for such interest rate, discount points and
charges as are permitted in such state, or
- such Mortgage Loan provides that its terms are to be construed in
accordance with the laws of another state under which such interest rate,
discount points and charges would not be usurious and the borrower's
counsel has rendered an opinion that such choice of law provision would
be given effect.
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, public accommodations, such as hotels,
restaurants, shopping centers, hospitals, schools and social service center
establishments, must remove architectural and communication barriers which are
structural in nature from existing places of public accommodation to the extent
"readily achievable". In addition, under the ADA, alterations to a place of
public accommodation or a commercial facility are to be made so that, to the
maximum extent feasible, such altered portions are readily accessible to and
usable by disabled individuals. The "readily achievable" standard takes into
account, among other factors, the financial resources of the affected site,
owner, landlord or other applicable person. In addition to imposing a possible
financial burden on the borrower in its capacity as owner or landlord, the ADA
may also impose such requirements on a foreclosing lender who succeeds to the
interest of the borrower as owner or landlord. Furthermore, since the "readily
achievable" standard may vary depending on the financial condition of the owner
or landlord, a foreclosing lender who is financially more
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capable than the borrower of complying with the requirements of the ADA may be
subject to more stringent requirements than those to which the borrower is
subject.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940
Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "Relief Act"), a borrower who enters military service after the
origination of such borrower's mortgage loan, including a borrower who was in
reserve status and is called to active duty after origination of the Mortgage
Loan, may not be charged interest, including fees and charges, above an annual
rate of 6% during the period of such borrower's active duty status, unless a
court orders otherwise upon application of the lender. The Relief Act applies to
individuals who are members of the Army, Navy, Air Force, Marines, National
Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service
assigned to duty with the military. Because the Relief Act applies to
individuals who enter military service, including reservists who are called to
active duty, after origination of the related mortgage loan, no information can
be provided as to the number of loans with individuals as borrowers that may be
affected by the Relief Act. Application of the Relief Act would adversely
affect, for an indeterminate period of time, the ability of a Master Servicer or
Special Servicer to collect full amounts of interest on some of the Mortgage
Loans. Any shortfalls in interest collections resulting from the application of
the Relief Act would result in a reduction of the amounts distributable to the
holders of the related Series, and would not be covered by advances or, unless
otherwise specified in the related prospectus supplement, any form of Credit
Support provided in connection with such Certificates. In addition, the Relief
Act imposes limitations that would impair the ability of the Master Servicer or
Special Servicer to foreclose on an affected Mortgage Loan during--
- the borrower's period of active duty status, and
- under some circumstances, during an additional three month period
thereafter.
FORFEITURES IN DRUG AND RICO PROCEEDINGS
Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations ("RICO") statute can be seized by the government if the
property was used in, or purchased with the proceeds of, such crimes. Under
procedures contained in the comprehensive Crime Control Act of 1984 (the "Crime
Control Act"), the government may seize the property even before conviction. The
government must publish notice of the forfeiture proceeding and may give notice
to all parties "known to have an alleged interest in the property", including
the holders of mortgage loans.
A lender may avoid forfeiture of its interest in the property if it
establishes that:
- its mortgage was executed and recorded before commission of the crime
upon which the forfeiture is based; or
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- the lender was, at the time of execution of the mortgage, "reasonably
without cause to believe" that the property was used in, or purchased
with the proceeds of, illegal drug or RICO activities.
FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following is a general discussion of the material federal income tax
consequences of the purchase, ownership and disposition of Offered Certificates
and does not purport to discuss all federal income tax consequences that may be
applicable to particular categories of investors, some of which, such as banks,
insurance companies and foreign investors, may be subject to special rules. In
addition, the following discussion represents an interpretation of the law at
the time of this prospectus, and does not represent an opinion of Thacher
Proffitt & Wood or Sidley & Austin, counsel to the Depositor, except with
respect to the first paragraph under "--REMICs--Classification of REMICs" and
the first paragraph under "--REMICs--Tiered REMIC Structures" in this
prospectus.
Further, the authorities on which this discussion, and the opinions
referred to below, are based are subject to change or differing interpretations,
which could apply retroactively. Taxpayers and preparers of tax returns,
including those filed by any REMIC or other issuer, should be aware that under
applicable Treasury regulations a provider of advice on specific issues of law
is not considered an income tax return preparer unless the advice--
- is given with respect to events that have occurred at the time the advice
is rendered and is not given with respect to the consequences of
contemplated actions, and
- is directly relevant to the determination of an entry on a tax return.
Accordingly, taxpayers should consult their tax advisors and tax return
preparers regarding the preparation of any item on a tax return, even where the
anticipated tax treatment has been discussed in this prospectus. In addition to
the federal income tax consequences described in this prospectus, potential
investors should consider the state and local tax consequences, if any, of the
purchase, ownership and disposition of Offered Certificates. See "State and
Other Tax Consequences". It is recommended that Certificateholders consult their
tax advisors concerning the federal, state, local or other tax consequences to
them of the purchase, ownership and disposition of Offered Certificates.
The following discussion addresses securities of two general types:
- certificates ("REMIC Certificates") representing interests in a Trust
Fund, or a portion of a Trust Fund, that the Master Servicer or the
Trustee will elect to have treated as a real estate mortgage investment
conduit ("REMIC") under
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Sections 860A through 860G (the "REMIC Provisions") of the Internal
Revenue Code of 1986 (the "Code"); and
- interests ("Grantor Trust Certificates") representing interests in a
Trust Fund ("Grantor Trust Fund") as to which no such election will be
made.
The prospectus supplement for each series of Certificates will indicate
whether a REMIC election, or elections, will be made for the related Trust Fund
and, if such an election, or elections, is to be made, will identify all
"regular interests" ("REMIC Regular Certificates") and "residual interests"
("REMIC Residual Certificates") in the REMIC.
For purposes of this tax discussion, references to a "Certificateholder" or
a "holder" are to the beneficial owner of a Certificate.
The following discussion is limited in applicability to Offered
Certificates. Moreover, this discussion applies only to the extent that Mortgage
Assets held by a Trust Fund consist solely of Mortgage Loans. To the extent that
other Mortgage Assets, including REMIC certificates and mortgage pass-through
certificates, are to be held by a Trust Fund, the tax consequences associated
with the inclusion of such assets will be disclosed in the related prospectus
supplement. In addition, if Cash Flow Agreements, other than guaranteed
investment contracts, are included in a Trust Fund, the tax consequences
associated with such Cash Flow Agreements also will be disclosed in the related
prospectus supplement. See "Description of the Trust Funds--Cash Flow
Agreements".
Furthermore, the following discussion is based in part upon the rules
governing original issue discount that are set forth in Sections 1271-1273 and
1275 of the Code and in the Treasury regulations issued thereunder (the "OID
Regulations"), and in part upon the REMIC Provisions and the Treasury
regulations issued thereunder (the "REMIC Regulations"). The OID Regulations do
not adequately address all issues relevant to, and in some instances provide
that they are not applicable to, securities such as the Certificates.
REMICS
Classification of REMICs. Upon the issuance of each series of REMIC
Certificates, Thacher Proffitt & Wood or Sidley & Austin, counsel to the
Depositor will deliver its opinion generally to the effect that, assuming
compliance with all provisions of the related Agreement, the related Trust Fund,
or each applicable portion of the Trust Fund, will qualify as a REMIC and the
REMIC Certificates offered with respect thereto will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in that
REMIC within the meaning of the REMIC Provisions.
If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for such status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for such
year and thereafter. In that event, such entity may be taxable as a corporation
under Treasury regulations, and the related REMIC Certificates may not be
accorded the status or given the tax treatment described below. Although the
Code authorizes the Treasury Department to
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issue regulations providing relief in the event of an inadvertent termination of
REMIC status, no such regulations have been issued. Any such relief, moreover,
may be accompanied by sanctions, such as the imposition of a corporate tax on
all or a portion of the Trust Fund's income for the period in which the
requirements for such status are not satisfied. The related Agreement with
respect to each REMIC will include provisions designed to maintain the Trust
Fund's status as a 57 REMIC under the REMIC Provisions. It is not anticipated
that the status of any Trust Fund as a REMIC will be inadvertently terminated.
Characterization of Investments in REMIC Certificates. In general, unless
otherwise provided in the related prospectus supplement, the REMIC Certificates
will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Code and assets described in Section 7701(a)(19)(C) of the Code in the same
proportion that the assets of the REMIC underlying such Certificates would be so
treated. However, to the extent that the REMIC assets constitute mortgages on
property not used for residential or other prescribed purposes, the REMIC
Certificates will not be treated as assets qualifying under Section
7701(a)(19)(C). Moreover, if 95% or more of the assets of the REMIC qualify for
any of the foregoing treatments at all times during a calendar year, the REMIC
Certificates will qualify for the corresponding status in their entirety for
that calendar year. Interest, including original issue discount, on the REMIC
Regular Certificates and income allocated to the REMIC Residual Certificates
will be interest described in Section 856(c)(3)(B) of the Code to the extent
that such Certificates are treated as "real estate assets" within the meaning of
Section 856(c)(5)(B) of the Code. In addition, the REMIC Regular Certificates
will be "qualified mortgages" within the meaning of Section 860G(a)(3) of the
Code and "permitted assets" under Section 860L(c)(1)(G). The determination as to
the percentage of the REMIC's assets that constitute assets described in the
foregoing sections of the Code will be made with respect to each calendar
quarter based on the average adjusted basis of each category of the assets held
by the REMIC during such calendar quarter. The Master Servicer or the Trustee
will report those determinations to Certificateholders in the manner and at the
times required by applicable Treasury regulations.
The assets of the REMIC will include, in addition to Mortgage Loans,
payments on Mortgage Loans held pending distribution on the REMIC Certificates
and property acquired by foreclosure held pending sale, and may include amounts
in reserve accounts. It is unclear whether property acquired by foreclosure held
pending sale, and amounts in reserve accounts would be considered to be part of
the Mortgage Loans, or whether such assets, to the extent not invested in assets
described in the foregoing sections, otherwise would receive the same treatment
as the Mortgage Loans for purposes of all of the foregoing sections. In
addition, in some instances Mortgage Loans may not be treated entirely as assets
described in the foregoing sections. If so, the related prospectus supplement
will describe the Mortgage Loans that may not be so treated. The REMIC
Regulations do provide, however, that payments on Mortgage Loans held pending
distribution are considered part of the Mortgage Loans for purposes of Section
856(c)(5)(B) of the Code. Furthermore, foreclosure property will qualify as
"real estate assets" under Section 856(c)(5)(B) of the Code.
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Tiered REMIC Structures. For some series of REMIC Certificates, two or
more separate elections may be made to treat designated portions of the related
Trust Fund as REMICs ("Tiered REMICs") for federal income tax purposes. Upon the
issuance of any such series of REMIC Certificates, Thacher Proffitt & Wood or
Sidley & Austin, counsel to the Depositor will deliver its opinion generally to
the effect that, assuming compliance with all provisions of the related
Agreement, the Tiered REMICs will each qualify as a REMIC and the REMIC
Certificates issued by the Tiered REMICs, will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in the
related REMIC within the meaning of the REMIC Provisions.
Solely for purposes of determining whether the REMIC Certificates will be
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Code, and
"loans secured by an interest in real property" under Section 7701(a)(19)(C) of
the Code, and whether the income on such Certificates is interest described in
Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one
REMIC.
Taxation of Owners of REMIC Regular Certificates.
General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
Moreover, holders of REMIC Regular Certificates that otherwise report income
under a cash method of accounting will be required to report income with respect
to REMIC Regular Certificates under an accrual method.
Original Issue Discount. Some REMIC Regular Certificates may be issued
with "original issue discount" within the meaning of Section 1273(a) of the
Code. Any holders of REMIC Regular Certificates issued with original issue
discount generally will be required to include original issue discount in income
as it accrues, in accordance with the method described below, in advance of the
receipt of the cash attributable to such income. The Treasury Department has
issued regulations under Sections 1271 to 1275 of the Code generally addressing
the treatment of debt instruments issued with original issue discount. In
addition, Section 1272(a)(6) of the Code provides special rules applicable to
REMIC Regular Certificates and other debt instruments issued with original issue
discount. Regulations have not been issued under that section. Section
1272(a)(6) and the regulations under Sections 1271 to 1275 of the Code, however,
do not adequately address certain issues relevant to, or are not applicable to,
prepayable securities such as the REMIC Certificates. Prospective holders of
REMIC Certificates are recommended to consult with their tax advisors concerning
the treatment of their certificates.
The Code requires that a prepayment assumption be used with respect to
Mortgage Loans held by a REMIC in computing the accrual of original issue
discount on REMIC Regular Certificates issued by that REMIC, and that
adjustments be made in the amount and rate of accrual of such discount to
reflect differences between the actual prepayment rate and the prepayment
assumption. The prepayment assumption is to be determined in a manner prescribed
in Treasury regulations; as noted above, those
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regulations have not been issued. The Conference Committee Report accompanying
the Tax Reform Act of 1986 (the "Committee Report") indicates that the
regulations will provide that the prepayment assumption used with respect to a
REMIC Regular Certificate must be the same as that used in pricing the initial
offering of such REMIC Regular Certificate. The prepayment assumption (the
"Prepayment Assumption") used in reporting original issue discount for each
series of REMIC Regular Certificates will be consistent with this standard and
will be disclosed in the related prospectus supplement. However, neither the
Depositor nor any other person will make any representation that the Mortgage
Loans will in fact prepay at a rate conforming to the Prepayment Assumption or
at any other rate.
The original issue discount, if any, on a REMIC Regular Certificate will be
the excess of its stated redemption price at maturity over its issue price. The
issue price of a particular class of REMIC Regular Certificates will be the
first cash price at which a substantial amount of REMIC Regular Certificates of
that class is sold, excluding sales to bond houses, brokers and underwriters. If
less than a substantial amount of a particular class of REMIC Regular
Certificates is sold for cash on or prior to the date of their initial issuance
(the "Closing Date"), the issue price for such class will be the fair market
value of such class on the Closing Date. Under the OID Regulations, the stated
redemption price of a REMIC Regular Certificate is equal to the total of all
payments to be made on such Certificate other than "qualified stated interest".
"Qualified stated interest" is interest that is unconditionally payable at least
annually at a single fixed rate, a "qualified floating rate", an "objective
rate", a combination of a single fixed rate and one or more "qualified floating
rates" a combination of a single fixed rate and one "qualified inverse floating
rate", or a combination of "qualified floating rates" that does not operate in a
manner that accelerates or defers interest payments on such REMIC Regular
Certificate.
In the case of REMIC Regular Certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount, and the
timing of the inclusion of that original issue discount, will vary according to
the characteristics of such REMIC Regular Certificates. If the original issue
discount rules apply to such Certificates, the related prospectus supplement
will describe the manner in which such rules will be applied with respect to
those Certificates in preparing information returns to the Certificateholders
and the Internal Revenue Service (the "IRS").
Some classes of the REMIC Regular Certificates may provide for the first
interest payment with respect to such Certificates to be made more than one
month after the date of issuance, a period which is longer than the subsequent
monthly intervals between interest payments. Assuming the "accrual period" (as
defined below) for original issue discount is each monthly period that ends on a
Distribution Date, in some cases, as a consequence of this "long first accrual
period", some or all interest payments may be required to be included in the
stated redemption price of the REMIC Regular Certificate and accounted for as
original issue discount. Because interest on REMIC Regular Certificates must in
any event be accounted for under an accrual method,
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applying this analysis would result in only a slight difference in the timing of
the inclusion in income of the yield on the REMIC Regular Certificates.
In addition, if the accrued interest to be paid on the first Distribution
Date is computed with respect to a period that begins prior to the Closing Date,
a portion of the purchase price paid for a REMIC Regular Certificate will
reflect such accrued interest. In such cases, information returns provided to
the Certificateholders and the IRS will be based on the position that the
portion of the purchase price paid for the interest accrued with respect to
periods prior to the Closing Date is treated as part of the overall cost of such
REMIC Regular Certificate, and not as a separate asset the cost of which is
recovered entirely out of interest received on the next Distribution Date, and
that portion of the interest paid on the first Distribution Date in excess of
interest accrued for a number of days corresponding to the number of days from
the Closing Date to the first Distribution Date should be included in the stated
redemption price of such REMIC Regular Certificate. However, the OID Regulations
state that all or some portion of such accrued interest may be treated as a
separate asset the cost of which is recovered entirely out of interest paid on
the first Distribution Date. It is unclear how an election to do so would be
made under the OID Regulations and whether such an election could be made
unilaterally by a Certificateholder.
Notwithstanding the general definition of original issue discount, original
issue discount on a REMIC Regular Certificate will be considered to be de
minimis if it is less than 0.25% of the stated redemption price of the REMIC
Regular Certificate multiplied by its weighted average life. For this purpose,
the weighted average life of the REMIC Regular Certificate is computed as the
sum of the amounts determined, as to each payment included in the stated
redemption price of such REMIC Regular Certificate, by multiplying--
- the number of complete years, rounding down for partial years, from the
issue date until such payment is expected to be made, presumably taking
into account the Prepayment Assumption, by
- a fraction, the numerator of which is the amount of the payment, and the
denominator of which is the stated redemption price at maturity of such
REMIC Regular Certificate.
Under the OID Regulations, original issue discount of only a de minimis amount,
other than de minimis original issue discount attributable to a so-called
"teaser" interest rate or an initial interest holiday, will be included in
income as each payment of stated principal is made, based on the product of--
- the total amount of such de minimis original issue discount, and
- a fraction, the numerator of which is the amount of such principal
payment and the denominator of which is the outstanding stated principal
amount of the REMIC Regular Certificate.
The OID Regulations also would permit a Certificateholder to elect to accrue de
minimis original issue discount into income currently based on a constant yield
method.
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See "--Taxation of Owners of REMIC Regular Certificates--Market Discount" for a
description of such election under the OID Regulations.
If original issue discount on a REMIC Regular Certificate is in excess of a
de minimis amount, the holder of such Certificate must include in ordinary gross
income the sum of the "daily portions" of original issue discount for each day
during its taxable year on which it held such REMIC Regular Certificate,
including the purchase date but excluding the disposition date. In the case of
an original holder of a REMIC Regular Certificate, the daily portions of
original issue discount will be determined as follows.
Unless otherwise stated in the related prospectus supplement, the "accrual
period" is the period that ends on a date that corresponds to a Distribution
Date and begins on the first day following the immediately preceding accrual
period, or in the case of the first such period, begins on the Closing Date. As
to each accrual period, a calculation will be made of the portion of the
original issue discount that accrued during such accrual period. The portion of
original issue discount that accrues in any accrual period will equal the
excess, if any, of:
- the sum of--
1. the present value, as of the end of the accrual period, of all of the
distributions remaining to be made on the REMIC Regular Certificate,
if any, in future periods, and
2. the distributions made on such REMIC Regular Certificate during the
accrual period of amounts included in the stated redemption price;
over
- the adjusted issue price of such REMIC Regular Certificate at the
beginning of the accrual period.
The present value of the remaining distributions referred to in the
preceding paragraph will be calculated:
- assuming that distributions on the REMIC Regular Certificate will be
received in future periods based on the Mortgage Loans being prepaid at a
rate equal to the Prepayment Assumption;
- using a discount rate equal to the original yield to maturity of the
Certificate; and
- taking into account events, including actual repayments, that have
occurred before the close of the accrual period.
For these purposes, the original yield to maturity of the Certificate will be
calculated based on its issue price and assuming that distributions on the
Certificate will be made in all accrual periods based on the Mortgage Loans
being prepaid at a rate equal to the Prepayment Assumption.
The adjusted issue price of a REMIC Regular Certificate at the beginning of
any accrual period will equal to--
- the issue price of such Certificate, increased by
- the aggregate amount of original issue discount that accrued with respect
to such Certificate in prior accrual periods, and reduced by
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- the amount of any distributions made on such REMIC Regular Certificate in
prior accrual periods of amounts included in the stated redemption price.
The original issue discount accruing during any accrual period, computed as
described above, will be allocated ratably to each day during the accrual period
to determine the daily portion of original issue discount for such day.
A subsequent purchaser of a REMIC Regular Certificate that purchases such
Certificate at a cost, excluding any portion of such cost attributable to
accrued qualified stated interest, less than its remaining stated redemption
price, will also be required to include in gross income the daily portions of
any original issue discount with respect to such Certificate. However, each such
daily portion will be reduced, if such cost is in excess of its "adjusted issue
price", in proportion to the ratio such excess bears to the aggregate original
issue discount remaining to be accrued on such REMIC Regular Certificate. The
adjusted issue price of a REMIC Regular Certificate on any given day equals the
sum of:
- the adjusted issue price or, in the case of the first accrual period, the
issue price, of such Certificate at the beginning of the accrual period
which includes such day; and
- the daily portions of original issue discount for all days during such
accrual period prior to such day.
If the foregoing method for computing original issue discount results in a
negative amount of original issue discount as to any accrual period with respect
to a REMIC Regular Certificate, the amount of original issue discount accrued
for that accrual period will be zero. A holder of a REMIC Regular Certificate
may not deduct the negative amount currently. Instead a holder of a REMIC
Regular Certificate will only be permitted to offset it against future positive
original issue discount, if any, attributable to the certificate. Although not
free from doubt, it is possible that a holder of a REMIC Regular Certificate may
be permitted to recognize a loss to the extent their basis in the certificate
exceeds the maximum amount of payments that they could ever receive with respect
to the REMIC Regular Certificate. However, any such loss may be a capital loss,
which is limited in its deductibility. The foregoing considerations are
particularly relevant to certificates that have no, or a disproportionaly small,
amount of principal because they can have negative yields if the mortgage loans
held by the related REMIC prepay more quickly than anticipated.
Market Discount. A Certificateholder that purchases a REMIC Regular
Certificate at a market discount, that is, in the case of a REMIC Regular
Certificate issued without original issue discount, at a purchase price less
than its remaining stated principal amount, or in the case of a REMIC Regular
Certificate issued with original issue discount, at a purchase price less than
its adjusted issue price will recognize gain upon receipt of each distribution
representing stated redemption price. In particular, under Section 1276 of the
Code, such a Certificateholder generally will be required to allocate the
portion of each such distribution representing stated redemption price first to
accrued market discount not previously included in income, and to recognize
ordinary income to that extent. A Certificateholder may elect to include market
discount in
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income currently as it accrues rather than including it on a deferred basis in
accordance with the foregoing. If made, such election will apply to all market
discount bonds acquired by such Certificateholder on or after the first day of
the first taxable year to which such election applies. In addition, the OID
Regulations permit a Certificateholder to elect to accrue all interest,
discount, including de minimis market or original issue discount, and premium in
income as interest, based on a constant yield method. If such an election were
made with respect to a REMIC Regular Certificate with market discount, the
Certificateholder would be deemed to have made an election to include currently
market discount in income with respect to all other debt instruments having
market discount that such Certificateholder acquires during the taxable year of
the election or thereafter, and possibly previously acquired instruments.
Similarly, a Certificateholder that made this election for a Certificate that is
acquired at a premium would be deemed to have made an election to amortize bond
premium with respect to all debt instruments having amortizable bond premium
that such Certificateholder owns or acquires. See "--Taxation of Owners of REMIC
Regular Certificates--Premium" below. Each of these elections to accrue
interest, discount and premium with respect to a Certificate on a constant yield
method or as interest would be irrevocable.
However, market discount with respect to a REMIC Regular Certificate will
be considered to be de minimis for purposes of Section 1276 of the Code if such
market discount is less than 0.25% of the remaining stated redemption price of
such REMIC Regular Certificate multiplied by the number of complete years to
maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the OID Regulations refer to the weighted average maturity of
obligations, and it is likely that the same rule will be applied with respect to
market discount, presumably taking into account the Prepayment Assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. Such treatment would result in
discount being included in income at a slower rate than discount would be
required to be included in income using the method described above.
Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than one
installment. Until regulations are issued by the Treasury Department, various
rules described in the Committee Report apply. The Committee Report indicates
that in each accrual period market discount on REMIC Regular Certificates should
accrue, at the Certificateholder's option:
- on the basis of a constant yield method;
- in the case of a REMIC Regular Certificate issued without original issue
discount, in an amount that bears the same ratio to the total remaining
market discount as the stated interest paid in the accrual period bears
to the total amount
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of stated interest remaining to be paid on the REMIC Regular Certificate
as of the beginning of the accrual period; or
- in the case of a REMIC Regular Certificate issued with original issue
discount, in an amount that bears the same ratio to the total remaining
market discount as the original issue discount accrued in the accrual
period bears to the total original issue discount remaining on the REMIC
Regular Certificate at the beginning of the accrual period.
Moreover, the Prepayment Assumption used in calculating the accrual of original
issue discount is also used in calculating the accrual of market discount.
Because the regulations referred to in this paragraph have not been issued, it
is not possible to predict what effect such regulations might have on the tax
treatment of a REMIC Regular Certificate purchased at a discount in the
secondary market.
To the extent that REMIC Regular Certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which such discount would accrue if it
were original issue discount. Moreover, in any event a holder of a REMIC Regular
Certificate generally will be required to treat a portion of any gain on the
sale or exchange of such Certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.
Further, under Section 1277 of the Code a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a REMIC Regular Certificate purchased with market discount.
For these purposes, the de minimis rule referred to above applies. Any such
deferred interest expense would not exceed the market discount that accrues
during such taxable year and is, in general, allowed as a deduction not later
than the year in which such market discount is includible in income. If such
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by such holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.
Premium. A REMIC Regular Certificate purchased at a cost, excluding any
portion of such cost attributable to accrued qualified stated interest, greater
than its remaining stated redemption price, will be considered to be purchased
at a premium. The holder of such a REMIC Regular Certificate may elect under
Section 171 of the Code to amortize such premium under the constant yield method
over the life of the Certificate. If made, such an election will apply to all
debt instruments having amortizable bond premium that the holder owns or
subsequently acquires. An amortizable premium will be treated as an offset to
interest income on the related debt instrument, rather than as a separate
interest deduction. The OID Regulations also permit Certificateholders to elect
to include all interest, discount and premium in income based on a constant
yield method, further treating the Certificateholder as having made the election
to amortize premium generally. See "--Taxation of Owners of REMIC
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Regular Certificates--Market Discount" above. The Committee Report states that
the same rules that apply to accrual of market discount, which rules will
require use of a Prepayment Assumption in accruing market discount with respect
to REMIC Regular Certificates without regard to whether such Certificates have
original issue discount, will also apply in amortizing bond premium under
Section 171 of the Code.
Realized Losses. Under Section 166 of the Code, both corporate holders of
the REMIC Regular Certificates and noncorporate holders of the REMIC Regular
Certificates that acquire such Certificates in connection with a trade or
business should be allowed to deduct, as ordinary losses, any losses sustained
during a taxable year in which their Certificates become wholly or partially
worthless as the result of one or more realized losses on the Mortgage Loans.
However, it appears that a noncorporate holder that does not acquire a REMIC
Regular Certificate in connection with a trade or business will not be entitled
to deduct a loss under Section 166 of the Code until such holder's Certificate
becomes wholly worthless, that is, until its outstanding principal balance has
been reduced to zero, and that the loss will be characterized as a short-term
capital loss.
Each holder of a REMIC Regular Certificate will be required to accrue
interest and original issue discount with respect to such Certificate, without
giving effect to any reductions in distributions attributable to defaults or
delinquencies on the Mortgage Loans or the underlying certificates until it can
be established that any such reduction ultimately will not be recoverable. As a
result, the amount of taxable income reported in any period by the holder of a
REMIC Regular Certificate could exceed the amount of economic income actually
realized by the holder in such period. Although the holder of a REMIC Regular
Certificate eventually will recognize a loss or reduction in income attributable
to previously accrued and included income that as the result of a realized loss
ultimately will not be realized, the law is unclear with respect to the timing
and character of such loss or reduction in income.
Taxation of Owners of REMIC Residual Certificates.
General. A REMIC generally is not subject to entity-level taxation,
except as mentioned below. Rather, the taxable income or net loss of a REMIC is
generally taken into account by the holder of the REMIC Residual Certificates.
As residual interests, the REMIC Residual Certificates will be subject to tax
rules that differ significantly from those that would apply if the REMIC
Residual Certificates were treated for federal income tax purposes as direct
ownership interests in the Mortgage Loans or as debt instruments issued by the
REMIC.
A holder of a REMIC Residual Certificate generally will be required to
report its daily portion of the taxable income or, subject to the limitations
noted in this discussion, the net loss of the REMIC for each day during a
calendar quarter that such holder owned such REMIC Residual Certificate. For
this purpose, the taxable income or net loss of the REMIC will be allocated to
each day in the calendar quarter ratably using a "30 days per month/90 days per
quarter/360 days per year" convention unless otherwise disclosed in the related
prospectus supplement. The daily amounts so allocated will then
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be allocated among the REMIC Residual Certificateholders in proportion to their
respective ownership interests on such day. Any amount included in the gross
income or allowed as a loss of any REMIC Residual Certificateholder by virtue of
this paragraph will be treated as ordinary income or loss. The taxable income of
the REMIC will be determined under the rules described below in "--Taxable
Income of the REMIC" and will be taxable to the REMIC Residual
Certificateholders without regard to the timing or amount of cash distributions
by the REMIC. Ordinary income derived from REMIC Residual Certificates will be
"portfolio income" for purposes of the taxation of taxpayers subject to
limitations under Section 469 of the Code on the deductibility of "passive
losses".
A holder of a REMIC Residual Certificate that purchased such Certificate
from a prior holder of such Certificate also will be required to report on its
federal income tax return amounts representing its daily share of the taxable
income, or net loss, of the REMIC for each day that it holds such REMIC Residual
Certificate. Those daily amounts generally will equal the amounts of taxable
income or net loss determined as described above. The Committee Report indicates
that modifications of the general rules may be made, by regulations, legislation
or otherwise, to reduce or increase the income of a REMIC Residual
Certificateholder that purchased such REMIC Residual Certificate from a prior
holder of such Certificate at a price greater than or less than, as the case may
be, the adjusted basis (as defined below) such REMIC Residual Certificate would
have had in the hands of an original holder of such Certificate. The REMIC
Regulations, however, do not provide for any such modifications.
Any payments received by a holder of a REMIC Residual Certificate in
connection with the acquisition of such REMIC Residual Certificate will be taken
into account in determining the income of such holder for federal income tax
purposes. Although it appears likely that any such payment would be includible
in income immediately upon its receipt, the IRS might assert that such payment
should be included in income over time according to an amortization schedule or
according to some other method. Because of the uncertainty concerning the
treatment of such payments, holders of REMIC Residual Certificates should
consult their tax advisors concerning the treatment of such payments for income
tax purposes.
The amount of income REMIC Residual Certificateholders will be required to
report, or the tax liability associated with such income, may exceed the amount
of cash distributions received from the REMIC for the corresponding period.
Consequently, REMIC Residual Certificateholders should have other sources of
funds sufficient to pay any federal income taxes due as a result of their
ownership of REMIC Residual Certificates or unrelated deductions against which
income may be offset, subject to the rules relating to "excess inclusions",
residual interests without "significant value" and "noneconomic" residual
interests discussed below. The fact that the tax liability associated with the
income allocated to REMIC Residual Certificateholders may exceed the cash
distributions received by such REMIC Residual Certificateholders for the
corresponding period may significantly adversely affect such REMIC Residual
Certificateholders' after-tax rate of return. Such disparity between income and
distributions
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may not be offset by corresponding losses or reductions of income attributable
to the REMIC Residual Certificateholders until subsequent tax years and, then,
may not be completely offset due to changes in the Code, tax rates or character
of the income or loss. REMIC Residual Certificates may in some instances have
negative "value". See "Risk Factors--Federal Tax Considerations Regarding REMIC
Residual Certificates".
Taxable Income of the REMIC. The taxable income of the REMIC will equal:
- the income from the Mortgage Loans and other assets of the REMIC; plus
- any cancellation of indebtedness income due to the allocation of realized
losses to REMIC Regular Certificates, less the following items--
1. the deductions allowed to the REMIC for interest, including original
issue discount but reduced by any premium on issuance, on the REMIC
Regular Certificates, whether offered or not,
2. amortization of any premium on the Mortgage Loans held by the REMIC,
3. bad debt losses with respect to the Mortgage Loans held by the REMIC,
and
4. except as described below in this "--Taxable Income of the REMIC"
subsection, servicing, administrative and other expenses.
For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all the related REMIC Certificates or, if one or more classes of those REMIC
Certificates is not sold initially, their fair market values. Such aggregate
basis will be allocated among the Mortgage Loans and the other assets of the
REMIC in proportion to their respective fair market values. The issue price of
any REMIC Certificates offered hereby will be determined in the manner described
above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount". The issue price of a REMIC Certificate received in exchange for an
interest in the Mortgage Loans or other property will equal the fair market
value of such interests in the Mortgage Loans or other property. Accordingly, if
one or more classes of REMIC Certificates are retained initially rather than
sold, the Master Servicer or the Trustee may be required to estimate the fair
market value of such interests in order to determine the basis of the REMIC in
the Mortgage Loans and other property held by the REMIC.
Subject to possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount
income with respect to Mortgage Loans that it holds will be equivalent to the
method for accruing original issue discount income for holders of REMIC Regular
Certificates, which is under the constant yield method taking into account the
Prepayment Assumption. However, a REMIC that acquires loans at a market discount
must include such market discount in income currently, as it accrues, on a
constant yield basis. See "--Taxation of Owners of REMIC Regular Certificates"
above, which describes a method for accruing such discount income that is
analogous to that required to be used by a REMIC as to Mortgage Loans with
market discount that it holds.
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A Mortgage Loan will be deemed to have been acquired with discount, or
premium to the extent that the REMIC's basis in the Mortgage Loan, determined as
described in the preceding paragraph, is less or greater, as the case may be,
than its stated redemption price. Any such discount will be includible in the
income of the REMIC as it accrues, in advance of receipt of the cash
attributable to such income, under a method similar to the method described
above for accruing original issue discount on the REMIC Regular Certificates. It
is anticipated that each REMIC will elect under Section 171 of the Code to
amortize any premium on the Mortgage Loans. Premium on any Mortgage Loan to
which such election applies may be amortized under a constant yield method,
presumably taking into account a Prepayment Assumption. Further, such an
election would not apply to any Mortgage Loan originated on or before September
27, 1985. Instead, premium on such a Mortgage Loan should be allocated among the
principal payments thereon and be deductible by the REMIC as those payments
become due or upon the prepayment of such Mortgage Loan.
A REMIC will be allowed deductions for interest, including original issue
discount, on the REMIC Regular Certificates, including any other class of REMIC
Certificates constituting "regular interests" in the REMIC not offered by this
prospectus, equal to the deductions that would be allowed if the REMIC Regular
Certificates, including any other class of REMIC Certificates constituting
"regular interests" in the REMIC not offered by this prospectus, were
indebtedness of the REMIC. Original issue discount will be considered to accrue
for this purpose as described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount", except that the de minimis rule and the
adjustments for subsequent holders of REMIC Regular Certificates, including any
other class of REMIC Certificates constituting "regular interests" in the REMIC
not offered by this prospectus, described in that section, will not apply.
If a class of REMIC Regular Certificates is issued at a price in excess of
the stated redemption price of such class (such excess "Issue Premium"), the net
amount of interest deductions that are allowed the REMIC in each taxable year
with respect to the REMIC Regular Certificates of such class will be reduced by
an amount equal to the portion of the Issue Premium that is considered to be
amortized or repaid in that year. Although the matter is not entirely certain,
it is likely that Issue Premium would be amortized under a constant yield method
in a manner analogous to the method of accruing original issue discount
described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount".
As a general rule, the taxable income of a REMIC will be determined in the
same manner as if the REMIC were an individual having the calendar year as its
taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions Tax and Other Taxes" below.
Further, the limitation on miscellaneous itemized deductions imposed on
individuals by Section 67 of the Code, which allows such deductions only to the
extent they exceed in the aggregate two percent of the taxpayer's adjusted gross
income, will not be applied at the REMIC level
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so that the REMIC will be allowed deductions for servicing, administrative and
other non-interest expenses in determining its taxable income. All such expenses
will be allocated as a separate item to the holders of REMIC Certificates,
subject to the limitation of Section 67 of the Code. See "--Possible
Pass-Through of Miscellaneous Itemized Deductions" below. If the deductions
allowed to the REMIC exceed its gross income for a calendar quarter, such excess
will be the net loss for the REMIC for that calendar quarter.
Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for such REMIC Residual
Certificate, increased by amounts included in the income of the REMIC Residual
Certificateholder and decreased, but not below zero, by distributions made, and
by net losses allocated, to such REMIC Residual Certificateholder.
A REMIC Residual Certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent such net loss exceeds such REMIC
Residual Certificateholder's adjusted basis in its REMIC Residual Certificate as
of the close of such calendar quarter, determined without regard to such net
loss. Any loss that is not currently deductible by reason of this limitation may
be carried forward indefinitely to future calendar quarters and, subject to the
same limitation, may be used only to offset income from the REMIC Residual
Certificate. The ability of REMIC Residual Certificateholders to deduct net
losses may be subject to additional limitations under the Code, as to which
REMIC Residual Certificateholders should consult their tax advisors.
Any distribution on a REMIC Residual Certificate will be treated as a
non-taxable return of capital to the extent it does not exceed the holder's
adjusted basis in such REMIC Residual Certificate. To the extent a distribution
on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated
as gain from the sale of such REMIC Residual Certificate. Holders of some REMIC
Residual Certificates may be entitled to distributions early in the term of the
related REMIC under circumstances in which their bases in such REMIC Residual
Certificates will not be sufficiently large that such distributions will be
treated as nontaxable returns of capital. Their bases in such REMIC Residual
Certificates will initially equal the amount paid for such REMIC Residual
Certificates and will be increased by their allocable shares of taxable income
of the REMIC. However, such bases increases may not occur until the end of the
calendar quarter, or perhaps the end of the calendar year, with respect to which
such REMIC taxable income is allocated to the REMIC Residual Certificateholders.
To the extent such REMIC Residual Certificateholders' initial bases are less
than the distributions to such REMIC Residual Certificateholders, and increases
in such initial bases either occur after such distributions or, together with
their initial bases, are less than the amount of such distributions, gain will
be recognized to such REMIC Residual Certificateholders on such distributions
and will be treated as gain from the sale of their REMIC Residual Certificates.
The effect of these rules is that a REMIC Residual Certificateholder may
not amortize its basis in a REMIC Residual Certificate, but may only recover its
basis through distributions, through the deduction of any net losses of the
REMIC or upon the
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sale of its REMIC Residual Certificate. See "--Sales of REMIC Certificates"
below. For a discussion of possible modifications of these rules that may
require adjustments to income of a holder of a REMIC Residual Certificate other
than an original holder in order to reflect any difference between the cost of
such REMIC Residual Certificate to such REMIC Residual Certificateholder and the
adjusted basis such REMIC Residual Certificate would have in the hands of an
original holder see "--Taxation of Owners of REMIC Residual
Certificates--General" above.
Excess Inclusions. Any "excess inclusions" with respect to a REMIC Residual
Certificate will be subject to federal income tax in all events.
In general, the "excess inclusions" with respect to a REMIC Residual
Certificate for any calendar quarter will be the excess, if any, of--
- the daily portions of REMIC taxable income allocable to such REMIC
Residual Certificate, over
- the sum of the "daily accruals" (as defined below) for each day during
such quarter that such REMIC Residual Certificate was held by such REMIC
Residual Certificateholder.
The daily accruals of a REMIC Residual Certificateholder will be determined by
allocating to each day during a calendar quarter its ratable portion of the
product of the "adjusted issue price" of the REMIC Residual Certificate at the
beginning of the calendar quarter and 120% of the "long-term Federal rate" in
effect on the Closing Date. For this purpose, the adjusted issue price of a
REMIC Residual Certificate as of the beginning of any calendar quarter will be
equal to the issue price of the REMIC Residual Certificate, increased by the sum
of the daily accruals for all prior quarters and decreased, but not below zero,
by any distributions made with respect to such REMIC Residual Certificate before
the beginning of such quarter. The issue price of a REMIC Residual Certificate
is the initial offering price to the public, excluding bond houses and brokers,
at which a substantial amount of the REMIC Residual Certificates were sold. The
"long-term Federal rate" is an average of current yields on Treasury securities
with a remaining term of greater than nine years, computed and published monthly
by the IRS. Although it has not done so, the Treasury has authority to issue
regulations that would treat the entire amount of income accruing on a REMIC
Residual Certificate as an excess inclusion if the REMIC Residual Certificates
are considered not to have "significant value".
For REMIC Residual Certificateholders, excess inclusions--
- will not be permitted to be offset by deductions, losses or loss
carryovers from other activities,
- will be treated as "unrelated business taxable income" to an otherwise
tax-exempt organization, and
- will not be eligible for any rate reduction or exemption under any
applicable tax treaty with respect to the 30% United States withholding
tax imposed on distributions to REMIC Residual Certificateholders that
are foreign investors. See, however, "--Foreign Investors in REMIC
Certificates" below.
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Furthermore, for purposes of the alternative minimum tax--
- excess inclusions will not be permitted to be offset by the alternative
tax net operating loss deduction, and
- alternative minimum taxable income may not be less than the taxpayer's
excess inclusions.
The latter rule has the effect of preventing nonrefundable tax credits from
reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.
Although it has not done so, the Treasury Department has authority to issue
regulations that would treat the entire amount of income accruing on a REMIC
residual certificate as excess inclusions if the REMIC residual interest
evidenced by that certificate is considered not to have significant value.
For holders of REMIC residual certificates, excess inclusions:
- will not be permitted to be offset by deductions, losses or loss
carryovers from other activities,
- will be treated as unrelated business taxable income to an otherwise
tax-exempt organization, and
- will not be eligible for any rate reduction or exemption under any
applicable tax treaty with respect to the 30% United States withholding
tax imposed on payments to holders of REMIC residual certificates that
are foreign investors.
Furthermore, for purposes of the alternative minimum tax--
- excess inclusions will not be permitted to be offset by the alternative
tax net operating loss deduction, and
- alternative minimum taxable income may not be less than the taxpayer's
excess inclusions.
This last rule has the effect of preventing non-refundable tax credits from
reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.
In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced, but not below zero, by the real estate
investment trust taxable income, within the meaning of Section 857(b)(2) of the
Code, excluding any net capital gain, will be allocated among the shareholders
of such trust in proportion to the dividends received by such shareholders from
such trust, and any amount so allocated will be treated as an excess inclusion
with respect to a REMIC Residual Certificate as if held directly by such
shareholder. Treasury regulations yet to be issued could apply a similar rule to
regulated investment companies, common trust funds and some cooperatives; the
REMIC Regulations currently do not address this subject.
Noneconomic REMIC Residual Certificates. Under the REMIC Regulations,
transfers of noneconomic REMIC Residual Certificates will be disregarded for all
federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor
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to impede the assessment or collection of tax". If such transfer is disregarded,
the purported transferor will continue to remain liable for any taxes due with
respect to the income on such noneconomic REMIC Residual Certificate. The REMIC
Regulations provide that a REMIC Residual Certificate is noneconomic unless,
based on the Prepayment Assumption and on any required or permitted clean up
calls, or required liquidation provided for in the REMIC's organizational
documents--
- the present value of the expected future distributions, discounted using
the applicable Federal rate, on the REMIC Residual Certificate equals at
least the present value of the expected tax on the anticipated excess
inclusions, and
- the transferor reasonably expects that the transferee will receive
distributions with respect to the REMIC Residual Certificate at or after
the time the taxes accrue on the anticipated excess inclusions in an
amount sufficient to satisfy the accrued taxes.
The "applicable Federal rate" is the rate for obligations whose term ends on the
close of the last quarter in which excess inclusions are expected to accrue with
respect to the REMIC Residual Certificate, and which rate is computed and
published monthly by the IRS.
Accordingly, all transfers of REMIC Residual Certificates that may
constitute noneconomic residual interests will be subject to restrictions under
the terms of the related Agreement that are intended to reduce the possibility
of any such transfer being disregarded. Such restrictions will require each
party to a transfer to provide an affidavit that no purpose of such transfer is
to impede the assessment or collection of tax, including representations as to
the financial condition of the prospective transferee, as to which the
transferor is also required to make a reasonable investigation to determine such
transferee's historic payment of its debts and ability to continue to pay its
debts as they come due in the future.
The Treasury recently issued proposed regulations that would revise this
safe harbor. The proposed regulations would make the safe harbor unavailable
unless the present value of the anticipated tax liabilities associated with
holding the residual interest did not exceed the sum of--
- the present value of any consideration given to the transferee to acquire
the interest,
- the present value of the expected future distributions on the interest,
and
- the present value of the anticipated tax savings associated with the
holding of the interest as the REMIC generates losses.
Present values would be computed using a discount rate equal to an "applicable
Federal rate", except that if a transferee could demonstrate that it borrowed
regularly in the course of its trade or business substantial funds at a lower
rate from unrelated third parties, that lower rate could be used as the discount
rate.
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It is not clear when those regulations would be effective. Although the
text of the proposed regulations states that they would be effective on February
4, 2000, the preamble to the proposed regulations says that these regulations
will apply to transfers of REMIC residual interests made after the date the
final regulations are published in the Federal Register. The Treasury Department
is anticipated to issue clarification with regard to these conflicting
statements regarding the effective date of the proposed regulations shortly.
Prior to purchasing a REMIC Residual Certificate, prospective purchasers
should consider the possibility that a purported transfer of such REMIC Residual
Certificate by such a purchaser to another purchaser at some future date may be
disregarded in accordance with the above-described rules which would result in
the retention of tax liability by such purchaser.
The related prospectus supplement will disclose whether offered REMIC
Residual Certificates may be considered "noneconomic" residual interests under
the REMIC Regulations; provided, however, that any disclosure that a REMIC
Residual Certificate will not be considered "noneconomic" will be based upon
various assumptions, and the Depositor will make no representation that a REMIC
Residual Certificate will not be considered "noneconomic" for purposes of the
above-described rules. See "--Foreign Investors in REMIC Certificates--REMIC
Residual Certificates" below for additional restrictions applicable to transfers
of some REMIC Residual Certificates to foreign persons.
Mark-to-Market Rules. Regulations under Section 475 of the Code require
that a securities dealer mark to market securities held for sale to customers
(the "Mark-to-Market Regulations"). This mark-to-market requirement applies to
all securities owned by a dealer, except to the extent that the dealer has
specifically identified a security as held for investment. The Mark-to-Market
Regulations provide that for purposes of this mark-to-market requirement, a
REMIC Residual Certificate is not treated as a security for purposes of Section
475 of the Code. Prospective purchasers of a REMIC Residual Certificate should
consult their tax advisors regarding the possible application of the
mark-to-market requirement to REMIC Residual Certificates.
Foreigners May Not Hold REMIC Residual Certificates. Unless we otherwise
state in the related prospectus supplement, transfers of REMIC residual
certificates to investors that are foreign persons under the Code will be
prohibited under the related Governing Document. If transfers of REMIC residual
certificates to investors that are foreign persons are permitted pursuant to the
related Governing Document, we will describe in the related prospectus
supplement additional restrictions applicable to transfers of certain REMIC
residual certificates to these persons.
Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to the holders of the related
REMIC Residual Certificates. The applicable Treasury regulations indicate,
however, that in the case of a REMIC that is similar to a single class grantor
trust, all or a portion of such fees and expenses should be allocated to the
holders of the related REMIC Regular Certificates. Unless otherwise stated in
the related prospectus supplement, such fees and expenses will
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be allocated to holders of the related REMIC Residual Certificates in their
entirety and not to the holders of the related REMIC Regular Certificates.
With respect to REMIC Residual Certificates or REMIC Regular Certificates
the holders of which receive an allocation of fees and expenses in accordance
with the preceding discussion, if the holder of any such Certificates is an
individual, estate or trust, or a "pass-through entity" beneficially owned by
one or more individuals, estates or trusts--
- an amount equal to such individual's, estate's or trust's share of such
fees and expenses will be added to the gross income of such holder, and
- such individual's, estate's or trust's share of such fees and expenses
will be treated as a miscellaneous itemized deduction allowable subject
to the limitation of Section 67 of the Code, which permits such
deductions only to the extent they exceed in the aggregate two percent of
a taxpayer's adjusted gross income.
In addition, Section 68 of the Code provides that the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income
exceeds a specified amount will be reduced by the lesser of--
- 3% of the excess of the individual's adjusted gross income over such
amount, or
- 80% of the amount of itemized deductions otherwise allowable for the
taxable year.
The amount of additional taxable income reportable by REMIC
Certificateholders that are subject to the limitations of either Section 67 or
Section 68 of the Code may be substantial. Furthermore, in determining the
alternative minimum taxable income of such a holder of a REMIC Certificate that
is an individual, estate or trust, or a "pass-through entity" beneficially owned
by one or more individuals, estates or trusts, no deduction will be allowed for
such holder's allocable portion of servicing fees and other miscellaneous
itemized deductions of the REMIC, even though an amount equal to the amount of
such fees and other deductions will be included in such holder's gross income.
Accordingly, such REMIC Certificates may not be appropriate investments for
individuals, estates, or trusts, or pass-through entities beneficially owned by
one or more individuals, estates or trusts. Such prospective investors should
consult with their tax advisors prior to making an investment in such
Certificates.
Sales of REMIC Certificates. If a REMIC Certificate is sold, the selling
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC Certificate.
The adjusted basis of a REMIC Regular Certificate generally will equal--
- the cost of such REMIC Regular Certificate to such Certificateholder,
increased by
- income reported by such Certificateholder with respect to such REMIC
Regular Certificate, including original issue discount and market
discount income, and reduced, but not below zero, by
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- distributions on such REMIC Regular Certificate received by such
Certificateholder and by any amortized premium.
The adjusted basis of a REMIC Residual Certificate will be determined as
described under "--Taxation of Owners of REMIC Residual Certificates--Basis
Rules, Net Losses and Distributions". Except as provided in the following four
paragraphs, any such gain or loss will be capital gain or loss, provided such
REMIC Certificate is held as a capital asset, generally, property held for
investment, within the meaning of Section 1221 of the Code.
In addition to the recognition of gain or loss on actual sales, the Code
requires the recognition of gain, but not loss, upon the constructive sale of an
appreciated financial position. A constructive sale of an appreciated financial
position occurs if a taxpayer enters into certain transactions or series of such
transactions that have the effect of substantially eliminating the taxpayer's
risk of loss and opportunity for gain with respect to the financial instrument.
Debt instruments that--
- entitle the holder to a specified principal amount,
- pay interest at a fixed or variable rate, and
- are not convertible into the stock of the issuer or a related party,
cannot be the subject of a constructive sale for this purpose. Because most
REMIC regular certificates meet this exception, Section 1259 will not apply to
most REMIC regular certificates. However, REMIC regular certificates that have
no, or a disproportionately small, amount of principal, can be the subject of a
constructive sale.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the taxable year. A taxpayer would do so
because of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.
As of the date of this prospectus, the Code provides for lower rates as to
long-term capital gains than those applicable to the short-term capital gains
and ordinary income recognized or received by individuals. No such rate
differential exists for corporations. In addition, the distinction between a
capital gain or loss and ordinary income or loss is relevant for other purposes
to both individuals and corporations.
Gain from the sale of a REMIC Regular Certificate that might otherwise be
capital gain will be treated as ordinary income to the extent such gain does not
exceed the excess, if any, of--
- the amount that would have been includible in the seller's income with
respect to such REMIC Regular Certificate assuming that income had
accrued thereon at a rate equal to 110% of the "applicable Federal rate",
which is generally, a rate based on an average of current yields on
Treasury securities having a maturity comparable to that of the
Certificate based on the application of the Prepayment Assumption to such
Certificate, and is computed and published monthly by the
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IRS, determined as of the date of purchase of such REMIC Regular
Certificate, over
- the amount of ordinary income actually includible in the seller's income
prior to such sale.
In addition, gain recognized on the sale of a REMIC Regular Certificate by a
seller who purchased such REMIC Regular Certificate at a market discount will be
taxable as ordinary income in an amount not exceeding the portion of such
discount that accrued during the period such REMIC Certificate was held by such
holder, reduced by any market discount included in income under the rules
described above under "--Taxation of Owners of REMIC Regular
Certificates--Market Discount" and "--Premium".
REMIC Certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale
of a REMIC Certificate by a bank or thrift institution to which such section
applies will be ordinary income or loss.
A portion of any gain from the sale of a REMIC Regular Certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that such Certificate is held as part of a "conversion transaction" within the
meaning of Section 1258 of the Code. A conversion transaction generally is one
in which the taxpayer has taken two or more positions in the same or similar
property that reduce or eliminate market risk, if substantially all of the
taxpayer's return is attributable to the time value of the taxpayer's net
investment in such transaction. The amount of gain so realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate "applicable Federal rate", which rate is computed and
published monthly by the IRS, at the time the taxpayer enters into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income items from the transaction.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for the taxable year, for purposes
of the rule that limits the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.
Except as may be provided in Treasury regulations yet to be issued, if the
seller of a REMIC Residual Certificate reacquires such REMIC Residual
Certificate, or acquires any other residual interest in a REMIC or any similar
interest in a "taxable mortgage pool" (as defined in Section 7701(i) of the
Code) during the period beginning six months before, and ending six months
after, the date of such sale, such sale will be subject to the "wash sale" rules
of Section 1091 of the Code. In that event, any loss realized by the REMIC
Residual Certificateholder on the sale will not be deductible, but instead will
be added to such REMIC Residual Certificateholder's adjusted basis in the
newly-acquired asset.
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Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on
REMICs equal to 100% of the net income derived from "prohibited transactions" (a
"Prohibited Transactions Tax"). In general, subject to specified exceptions a
prohibited transaction means the disposition of a Mortgage Loan, the receipt of
income from a source other than a Mortgage Loan or other permitted investments,
the receipt of compensation for services, or the gain from the disposition of an
asset purchased with the payments on the Mortgage Loans for temporary investment
pending distribution on the REMIC Certificates. It is not anticipated that any
REMIC will engage in any prohibited transactions in which it would recognize a
material amount of net income.
In addition, some contributions to a REMIC made after the day on which the
REMIC issues all of its interests could result in the imposition of a tax on the
REMIC equal to 100% of the value of the contributed property (a "Contributions
Tax"). Each related Agreement will include provisions designed to prevent the
acceptance of any contributions that would be subject to such tax.
REMICs also are subject to federal income tax at the highest corporate rate
on "net income from foreclosure property", determined by reference to the rules
applicable to real estate investment trusts. "Net income from foreclosure
property" generally means gain from the sale of a foreclosure property that is
inventory property and gross income from foreclosure property other than
qualifying rents and other qualifying income for a real estate investment trust.
Under some circumstances, the Master Servicer may be authorized to conduct
activities with respect to a Mortgaged Property acquired by a Trust Fund that
causes the Trust Fund to incur this tax if doing so would, in the reasonable
discretion of the Master Servicer, maximize the net after-tax proceeds to
Certificateholders. However, under no circumstances will the Master Servicer
cause the acquired Mortgage Property to cease to be a "permitted investment"
under Section 860G(a)(5) of the Code.
Unless otherwise disclosed in the related prospectus supplement, it is not
anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.
Unless otherwise stated in the related prospectus supplement, and to the
extent permitted by then applicable laws, any Prohibited Transactions Tax,
Contributions Tax, tax on "net income from foreclosure property" or state or
local income or franchise tax that may be imposed on the REMIC will be borne by
the related Master Servicer, Special Servicer, Manager or Trustee in any case
out of its own funds, provided that such person has sufficient assets to do so,
and provided further that such tax arises out of a breach of such person's
obligations under the related Agreement and in respect of compliance with
applicable laws and regulations. Any such tax not borne by a Master Servicer,
Special Servicer, Manager or Trustee will be charged against the related Trust
Fund resulting in a reduction in amounts payable to holders of the related REMIC
Certificates.
The Clinton Administration recently proposed in its budget, certain
amendments to the REMIC provisions designed to ensure that income taxes imposed
on the holder of a REMIC residual interest are paid when due. Those provisions
would impose secondary liability on the REMIC itself for any tax required to be
paid with respect to the income
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allocated to a REMIC residual interest if the holder does not pay its taxes on
that income when they are due. If adopted, the amendments would be effective for
REMICs created after the date of enactment. It is not possible to predict
whether the legislation will be adopted or, if so, in what form.
Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain
Organizations. If a REMIC Residual Certificate is transferred to a
"disqualified organization" (as defined below) a tax would be imposed in an
amount, determined under the REMIC Regulations, equal to the product of--
- the present value, as discounted using the "applicable Federal rate", of
the total anticipated excess inclusions with respect to such REMIC
Residual Certificate for periods after the transfer, and
- the highest marginal federal income tax rate applicable to corporations.
The "applicable Federal rate" is the rate for obligations whose term ends on the
close of the last quarter in which excess inclusions are expected to accrue with
respect to the REMIC Residual Certificate, which rate is computed and published
monthly by the IRS.
The anticipated excess inclusions must be determined as of the date that
the REMIC Residual Certificate is transferred and must be based on events that
have occurred up to the time of such transfer, the Prepayment Assumption and any
required or permitted clean up calls or required liquidation provided for in the
REMIC's organizational documents. Such a tax generally would be imposed on the
transferor of the REMIC Residual Certificate, except that where such transfer is
through an agent for a disqualified organization, the tax would instead be
imposed on such agent. However, a transferor of a REMIC Residual Certificate
would in no event be liable for such tax with respect to a transfer if the
transferee furnishes to the transferor an affidavit that the transferee is not a
disqualified organization and, as of the time of the transfer, the transferor
does not have actual knowledge that such affidavit is false. Moreover, an entity
will not qualify as a REMIC unless there are reasonable arrangements designed to
ensure that--
- residual interests in such entity are not held by disqualified
organizations, and
- information necessary for the application of the tax described in this
prospectus will be made available.
Restrictions on the transfer of REMIC Residual Certificates and other provisions
that are intended to meet this requirement will be included in each Agreement,
and will be discussed in any prospectus supplement relating to the offering of
any REMIC Residual Certificate.
In addition, if a "pass-through entity" (as defined below) includes in
income excess inclusions with respect to a REMIC Residual Certificate, and a
disqualified organization
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is the record holder of an interest in such entity, then a tax will be imposed
on such entity equal to the product of--
- the amount of excess inclusions on the REMIC Residual Certificate that
are allocable to the interest in the pass-through entity held by such
disqualified organization, and
- the highest marginal federal income tax rate imposed on corporations.
A pass-through entity will not be subject to this tax for any period, however,
if each record holder of an interest in such pass-through entity furnishes to
such pass-through entity--
- such holder's social security number and a statement under penalties of
perjury that such social security number is that of the record holder, or
- a statement under penalties of perjury that such record holder is not a
disqualified organization.
For taxable years beginning on or after January 1, 1998, if an "electing
large partnership" holds a Residual Certificate, all interests in the electing
large partnership are treated as held by disqualified organizations for purposes
of the tax imposed upon a pass-through entity by Section 860E(c) of the Code. An
exception to this tax, otherwise available to a pass-through entity that is
furnished affidavits by record holders of interests in the entity and that does
not know such affidavits are false, is not available to an electing large
partnership.
For these purposes, a "disqualified organization" means--
- the United States, any State or political subdivision of any State, any
foreign government, any international organization, or any agency or
instrumentality of the foregoing, but would not include instrumentalities
described in Section 168(h)(2)(D) of the Code or the Federal Home Loan
Mortgage Corporation,
- any organization, other than a cooperative described in Section 521 of
the Code, that is exempt from federal income tax, unless it is subject to
the tax imposed by Section 511 of the Code, or
- any organization described in Section 1381(a)(2)(C) of the Code.
For these purposes, a "pass-through entity" means any regulated investment
company, real estate investment trust, trust, partnership or other entities
described in Section 860E(e)(6) of the Code. In addition, a person holding an
interest in a pass-through entity as a nominee for another person will, with
respect to such interest, be treated as a pass-through entity. For these
purposes, an "electing large partnership" means any partnership having more than
100 members during the preceding tax year, other than some service partnerships
and commodity pools, which elects to apply simplified reporting provisions under
the Code.
Termination. A REMIC will terminate immediately after the Distribution
Date following receipt by the REMIC of the final payment in respect of the
Mortgage Loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of
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complete liquidation. The last distribution on a REMIC Regular Certificate will
be treated as a payment in retirement of a debt instrument. In the case of a
REMIC Residual Certificate, if the last distribution on such REMIC Residual
Certificate is less than the REMIC Residual Certificateholder's adjusted basis
in such Certificate, such REMIC Residual Certificateholder should, but may not,
be treated as realizing a loss equal to the amount of such difference, and such
loss may be treated as a capital loss.
Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, the REMIC will be treated as a
partnership and REMIC Residual Certificateholders will be treated as partners.
Unless otherwise stated in the related prospectus supplement, the Trustee or the
Master Servicer, which generally will hold at least a nominal amount of REMIC
Residual Certificates, will file REMIC federal income tax returns on behalf of
the related REMIC, and will be designated as and will act as the "tax matters
person" with respect to the REMIC in all respects.
As the tax matters person, the Trustee or the Master Servicer, as the case
may be, subject to various notice requirements and various restrictions and
limitations, generally will have the authority to act on behalf of the REMIC and
the REMIC Residual Certificateholders in connection with the administrative and
judicial review of items of income, deduction, gain or loss of the REMIC, as
well as the REMIC's classification. REMIC Residual Certificateholders generally
will be required to report such REMIC items consistently with their treatment on
the related REMIC's tax return and may in some circumstances be bound by a
settlement agreement between the Trustee or the Master Servicer, as the case may
be, as tax matters person, and the IRS concerning any such REMIC item.
Adjustments made to the REMIC tax return may require a REMIC Residual
Certificateholder to make corresponding adjustments on its return, and an audit
of the REMIC's tax return, or the adjustments resulting from such an audit,
could result in an audit of a REMIC Residual Certificateholder's return. No
REMIC will be registered as a tax shelter under Section 6111 of the Code because
it is not anticipated that any REMIC will have a net loss for any of the first
five taxable years of its existence. Any person that holds a REMIC Residual
Certificate as a nominee for another person may be required to furnish to the
related REMIC, in a manner to be provided in Treasury regulations, the name and
address of such person and other information.
Reporting of interest income, including any original issue discount, with
respect to REMIC Regular Certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent to individual holders of REMIC Regular Interests and the
IRS; holders of REMIC Regular Certificates that are corporations, trusts,
securities dealers and some other non-individuals will be provided interest and
original issue discount income information and the information set forth in the
following paragraph upon request in accordance with the requirements of the
applicable regulations. The information must be provided by the later of 30 days
after the end of the quarter for which the information was requested, or two
weeks after the receipt of the request. The REMIC must also comply with rules
requiring a REMIC Regular Certificate issued with original issue discount to
disclose on its face the amount of original issue discount and the issue date,
and requiring such
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information to be reported to the IRS. Reporting with respect to REMIC Residual
Certificates, including income, excess inclusions, investment expenses and
relevant information regarding qualification of the REMIC's assets will be made
as required under the Treasury regulations, generally on a quarterly basis.
As applicable, the REMIC Regular Certificate information reports will
include a statement of the adjusted issue price of the REMIC Regular Certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, such regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--Taxation of Owners of REMIC Regular
Certificates--Market Discount".
Unless otherwise specified in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
either the Trustee or the Master Servicer.
Backup Withholding with Respect to REMIC Certificates. Payments of
interest and principal, as well as payments of proceeds from the sale of REMIC
Certificates, may be subject to the "backup withholding tax" under Section 3406
of the Code at a rate of 31% if recipients of such payments fail to furnish to
the payor information, including their taxpayer identification numbers, or
otherwise fail to establish an exemption from such tax. Any amounts deducted and
withheld from a distribution to a recipient would be allowed as a credit against
such recipient's federal income tax. Furthermore, penalties may be imposed by
the IRS on a recipient of payments that is required to supply information but
that does not do so in the proper manner.
Foreign Investors in REMIC Certificates. A REMIC Regular
Certificateholder that is not a "United States Person" (as defined below) and is
not subject to federal income tax as a result of any direct or indirect
connection to the United States in addition to its ownership of a REMIC Regular
Certificate will not, unless otherwise disclosed in the related prospectus
supplement, be subject to United States federal income or withholding tax in
respect of a distribution on a REMIC Regular Certificate, provided that the
holder complies to the extent necessary with identification requirements,
including delivery of a statement, signed by the Certificateholder under
penalties of perjury, certifying that such Certificateholder is not a United
States Person and providing the name and address of such Certificateholder. For
these purposes, "United States Person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision of the United
States, or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust. It is possible that the IRS may assert that the
foregoing tax exemption should not apply with respect to a REMIC Regular
Certificate held by a REMIC Residual Certificateholder that owns directly or
indirectly a 10% or greater interest in the REMIC
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Residual Certificates. If the holder does not qualify for exemption,
distributions of interest, including distributions in respect of accrued
original issue discount, to such holder may be subject to a tax rate of 30%,
subject to reduction under any applicable tax treaty.
In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on such United
States shareholder's allocable portion of the interest income received by such
controlled foreign corporation. It is possible, under regulations promulgated
under Section 881 of the Code concerning conduit financing transactions, that
the exemption from withholding taxes described above may not be available to a
holder who is not a United States Person and owns 10% or more of one or more
underlying Mortgagors or, if the holder is a controlled foreign corporation, is
related to one or more underlying mortgagors.
Further, it appears that a REMIC Regular Certificate would not be included
in the estate of a non-resident alien individual and would not be subject to
United States estate taxes. However, Certificateholders who are non-resident
alien individuals should consult their tax advisors concerning this question.
In addition, on October 6, 1997, the Treasury Department issued new
regulations (the "New Regulations") which make modifications to the withholding,
backup withholding and information reporting rules described above. The New
Regulations, as modified by Treasury Decision 8856, will generally be effective
for distributions made after December 31, 2000, subject to various transition
rules. Prospective investors are urged to consult their own tax advisors
regarding the New Regulations.
Unless otherwise stated in the related prospectus supplement, transfers of
REMIC Residual Certificates to investors that:
- are not United States Persons; or
- are United States Persons and classified as partnerships under the Code,
if any of their beneficial owners are not United States Persons,
will be prohibited under the related Agreement.
GRANTOR TRUST FUNDS
Classification of Grantor Trust Funds. With respect to each series of
Grantor Trust Certificates, counsel to the Depositor will deliver its opinion to
the effect that, assuming compliance with all provisions of the related
Agreement, the related Grantor Trust Fund will be classified as a grantor trust
under subpart E, part I of subchapter J of the Code and not as a partnership or
an association taxable as a corporation. Accordingly, each holder of a Grantor
Trust Certificate generally will be treated as the owner of an interest in the
Mortgage Loans included in the Grantor Trust Fund.
For purposes of the following discussion, a Grantor Trust Certificate
representing an undivided equitable ownership interest in the principal of the
Mortgage Loans constituting the related Grantor Trust Fund, together with
interest thereon at a pass-through rate, will be referred to as a "Grantor Trust
Fractional Interest Certificate". A
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Grantor Trust Certificate representing ownership of all or a portion of the
difference between--
- interest paid on the Mortgage Loans constituting the related Grantor
Trust Fund, net of normal administration fees, and
- the sum of (1) interest paid to the holders of Grantor Trust Fractional
Interest Certificates issued with respect to such Grantor Trust Fund and
(2) normal administration fees,
will be referred to as a "Grantor Trust Strip Certificate".
A Grantor Trust Strip Certificate may also evidence a nominal ownership interest
in the principal of the Mortgage Loans constituting the related Grantor Trust
Fund.
Characterization of Investments in Grantor Trust Certificates.
Grantor Trust Fractional Interest Certificates. In the case of Grantor
Trust Fractional Interest Certificates, unless otherwise disclosed in the
related prospectus supplement, counsel to the Depositor will deliver an opinion
that, in general, Grantor Trust Fractional Interest Certificates will represent
interests in--
- "loans . . . secured by an interest in real property" within the meaning
of Section 7701(a)(19)(C)(v) of the Code;
- "obligation[s] (including any participation or certificate of beneficial
ownership therein), which [are] principally secured by an interest in
real property" within the meaning of Section 860G(a)(3) of the Code; and
- "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Code.
In addition, counsel to the Depositor will deliver an opinion that interest on
Grantor Trust Fractional Interest Certificates will to the same extent be
considered "interest on obligations secured by mortgages on real property or on
interests in real property" within the meaning of Section 856(c)(3)(B) of the
Code.
Grantor Trust Strip Certificates. Even if Grantor Trust Strip Certificates
evidence an interest in a Grantor Trust Fund consisting of Mortgage Loans that
are "loans secured by an interest in real property" within the meaning of
Section 7701(a)(19)(C)(v) of the Code, "real estate assets" the meaning of
Section 856(c)(5)(B) of the Code, and the interest on which is "interest on
obligations secured by mortgages on real property" within the meaning of Section
856(c)(3)(A) of the Code, it is unclear whether the Grantor Trust Strip
Certificates, and the income therefrom, will be so characterized. However, the
policies underlying such sections, namely, to encourage or require investments
in mortgage loans by thrift institutions and real estate investment trusts, may
suggest that such characterization is appropriate. Counsel to the Depositor will
not deliver any opinion on these questions. Prospective purchasers to which such
characterization of an investment in Grantor Trust Strip Certificates is
material should consult their tax advisors regarding whether the Grantor Trust
Strip Certificates, and the income therefrom, will be so characterized.
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The Grantor Trust Strip Certificates will be "obligation[s] (including any
participation or certificate of beneficial ownership therein), which [are]
principally secured by an interest in real property" within the meaning of
Section 860G(a)(3)(A) of the Code.
Taxation of Owners of Grantor Trust Fractional Interest Certificates.
General. Holders of a particular series of Grantor Trust Fractional
Interest Certificates generally will be required to report on their federal
income tax returns their shares of the entire income from the Mortgage Loans,
including amounts used to pay reasonable servicing fees and other expenses, and
will be entitled to deduct their shares of any such reasonable servicing fees
and other expenses. Because of stripped interests, market or original issue
discount, or premium, the amount includible in income on account of a Grantor
Trust Fractional Interest Certificate may differ significantly from the amount
distributable thereon representing interest on the Mortgage Loans. Under Section
67 of the Code, an individual, estate or trust holding a Grantor Trust
Fractional Interest Certificate directly or through some pass-through entities
will be allowed a deduction for such reasonable servicing fees and expenses only
to the extent that the aggregate of such holder's miscellaneous itemized
deductions exceeds two percent of such holder's adjusted gross income. In
addition, Section 68 of the Code provides that the amount of itemized deductions
otherwise allowable for an individual whose adjusted gross income exceeds a
specified amount will be reduced by the lesser of--
- 3% of the excess of the individual's adjusted gross income over such
amount, or
- 80% of the amount of itemized deductions otherwise allowable for the
taxable year.
The amount of additional taxable income reportable by holders of Grantor Trust
Fractional Interest Certificates who are subject to the limitations of either
Section 67 or Section 68 of the Code may be substantial. Further,
Certificateholders, other than corporations, subject to the alternative minimum
tax may not deduct miscellaneous itemized deductions in determining such
holder's alternative minimum taxable income. Although it is not entirely clear,
it appears that in transactions in which multiple classes of Grantor Trust
Certificates, including Grantor Trust Strip Certificates, are issued, such fees
and expenses should be allocated among the classes of Grantor Trust Certificates
using a method that recognizes that each such class benefits from the related
services. In the absence of statutory or administrative clarification as to the
method to be used, it currently is intended to base information returns or
reports to the IRS and Certificateholders on a method that allocates such
expenses among classes of Grantor Trust Certificates with respect to each period
based on the distributions made to each such class during that period.
The federal income tax treatment of Grantor Trust Fractional Interest
Certificates of any series will depend on whether they are subject to the
"stripped bond" rules of
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Section 1286 of the Code. Grantor Trust Fractional Interest Certificates may be
subject to those rules if--
- a class of Grantor Trust Strip Certificates is issued as part of the same
series of Certificates, or
- the Depositor or any of its affiliates retains, for its own account or
for purposes of resale, a right to receive a specified portion of the
interest payable on a Mortgage Asset.
Further, the IRS has ruled that an unreasonably high servicing fee retained by a
seller or servicer will be treated as a retained ownership interest in mortgages
that constitutes a stripped coupon. For purposes of determining what constitutes
reasonable servicing fees for various types of mortgages the IRS has established
various "safe harbors." The servicing fees paid with respect to the Mortgage
Loans for some series of Grantor Trust Certificates may be higher than the "safe
harbors" and, accordingly, may not constitute reasonable servicing compensation.
The related prospectus supplement will include information regarding servicing
fees paid to a Master Servicer, a Special Servicer, any Sub-Servicer or their
respective affiliates necessary to determine whether the preceding "safe harbor"
rules apply.
If Stripped Bond Rules Apply. If the stripped bond rules apply, each
Grantor Trust Fractional Interest Certificate will be treated as having been
issued with "original issue discount" within the meaning of Section 1273(a) of
the Code, subject, however, to the discussion below regarding the treatment of
some stripped bonds as market discount bonds and the discussion regarding de
minimis market discount. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--Market Discount" below. Under the stripped bond rules,
the holder of a Grantor Trust Fractional Interest Certificate, whether a cash or
accrual method taxpayer, will be required to report interest income from its
Grantor Trust Fractional Interest Certificate for each month in an amount equal
to the income that accrues on such Certificate in that month calculated under a
constant yield method, in accordance with the rules of the Code relating to
original issue discount.
The original issue discount on a Grantor Trust Fractional Interest
Certificate will be the excess of such Certificate's stated redemption price
over its issue price. The issue price of a Grantor Trust Fractional Interest
Certificate as to any purchaser will be equal to the price paid by such
purchaser of the Grantor Trust Fractional Interest Certificate. The stated
redemption price of a Grantor Trust Fractional Interest Certificate will be the
sum of all payments to be made on such Certificate, other than "qualified stated
interest", if any, as well as such Certificate's share of reasonable servicing
fees and other expenses. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of
"qualified stated
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interest". In general, the amount of such income that accrues in any month would
equal the product of--
- such holder's adjusted basis in such Grantor Trust Fractional Interest
Certificate at the beginning of such month, as described under "--Sales
of Grantor Trust Certificates" below, and
- the yield of such Grantor Trust Fractional Interest Certificate to such
holder.
Such yield would be computed as the rate, compounded based on the regular
interval between payment dates, that, if used to discount the holder's share of
future payments on the Mortgage Loans, would cause the present value of those
future payments to equal the price at which the holder purchased such
Certificate. This rate is compounded based on the regular interval between
payment dates. In computing yield under the stripped bond rules, a
Certificateholder's share of future payments on the Mortgage Loans will not
include any payments made in respect of any ownership interest in the Mortgage
Loans retained by the Depositor, a Master Servicer, a Special Servicer, any
Sub-Servicer or their respective affiliates, but will include such
Certificateholder's share of any reasonable servicing fees and other expenses.
Section 1272(a)(6) of the Code requires--
- the use of a reasonable prepayment assumption in accruing original issue
discount, and
- adjustments in the accrual of original issue discount when prepayments do
not conform to the prepayment assumption, with respect to various
categories of debt instruments.
Legislation enacted in 1997 extended the scope of that section to any pool of
debt instruments the yield on which may be affected by reason of prepayment. The
precise application of the legislation is unclear. For example, it is uncertain
whether a prepayment assumption will be applied collectively to all of a
taxpayer's investments in pools of debt instruments or will be applied on an
investment-by-investment basis. Similarly, as to investments in Grantor Trust
Fractional Interest Certificates, it is uncertain whether the assumed prepayment
rate would be determined based on conditions at the time of the first sale of
the Grantor Trust Fractional Interest Certificate or, with respect to any
holder, at the time of purchase of the Grantor Trust Fractional Interest
Certificate by that holder. Certificateholders are advised to consult their tax
advisors concerning reporting original issue discount with respect to Grantor
Trust Fractional Interest Certificates.
In the case of a Grantor Trust Fractional Interest Certificate acquired at
a price equal to the principal amount of the Mortgage Loans allocable to such
Certificate, the use of a prepayment assumption generally would not have any
significant effect on the yield used in calculating accruals of interest income.
In the case, however, of a Grantor Trust Fractional Interest Certificate
acquired at a discount or premium, the use of a reasonable prepayment assumption
would increase or decrease, respectively, such yield, and thus accelerate or
decelerate, respectively, the reporting of income.
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In the absence of statutory or administrative clarification, it is
currently intended to base information reports or returns to the IRS and
Certificateholders on a prepayment assumption (the "Prepayment Assumption")that
will be disclosed in the related prospectus supplement and on a constant yield
computed using a representative initial offering price for each class of
Certificates. However, neither the Depositor nor any other person will make any
representation that the Mortgage Loans will in fact prepay at a rate conforming
to such Prepayment Assumption or any other rate and Certificateholders should
bear in mind that the use of a representative initial offering price will mean
that such information returns or reports, even if otherwise accepted as accurate
by the IRS, will in any event be accurate only as to the initial
Certificateholders of each series who bought at that price.
Under Treasury regulation Section 1.1286-1, some stripped bonds are to be
treated as market discount bonds and, accordingly, any purchaser of such a bond
is to account for any discount on the bond as market discount rather than
original issue discount. This treatment only applies, however, if immediately
after the most recent disposition of the bond by a person stripping one or more
coupons from the bond and disposing of the bond or coupon--
- there is no original issue discount, or only a de minimis amount of
original issue discount, or
- the annual stated rate of interest payable on the original bond is no
more than one percentage point lower than the gross interest rate payable
on the original mortgage loan, before subtracting any servicing fee or
any stripped coupon.
If interest payable on a Grantor Trust Fractional Interest Certificate is more
than one percentage point lower than the gross interest rate payable on the
Mortgage Loans, the related prospectus supplement will disclose that fact. If
the original issue discount or market discount on a Grantor Trust Fractional
Interest Certificate determined under the stripped bond rules is less than 0.25%
of the stated redemption price multiplied by the weighted average maturity of
the Mortgage Loans, then such original issue discount or market discount will be
considered to be de minimis. Original issue discount or market discount of only
a de minimis amount will be included in income in the same manner as de minimis
original issue and market discount described in "--Taxation of Owners of Grantor
Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not Apply" and
"--Market Discount" below.
If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, the Certificateholder will be required to
report its share of the interest income on the Mortgage Loans in accordance with
such Certificateholder's normal method of accounting. The original issue
discount rules will apply, even if the stripped bond rules do not apply, to a
Grantor Trust Fractional Interest Certificate to the extent it evidences an
interest in Mortgage Loans issued with original issue discount.
The original issue discount, if any, on the Mortgage Loans will equal the
difference between the stated redemption price of such Mortgage Loans and their
issue price. For a
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definition of "stated redemption price", see "--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount" above. In general, the issue
price of a Mortgage Loan will be the amount received by the borrower from the
lender under the terms of the Mortgage Loan, less any "points" paid by the
borrower, and the stated redemption price of a Mortgage Loan will equal its
principal amount, unless the Mortgage Loan provides for an initial "teaser", or
below-market interest rate. The determination as to whether original issue
discount will be considered to be de minimis will be calculated using the same
test as in the REMIC discussion. See "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.
In the case of Mortgage Loans bearing adjustable or variable interest
rates, the related prospectus supplement will describe the manner in which such
rules will be applied with respect to those Mortgage Loans by the Trustee or
Master Servicer, as applicable, in preparing information returns to the
Certificateholders and the IRS.
If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a Mortgage Loan will be required to be
accrued and reported in income each month, based on a constant yield. Under
legislation enacted in 1997, Section 1272(a)(6) of the Code requires that a
prepayment assumption be used in computing yield with respect to any pool of
debt instruments, the yield on which may be affected by prepayments. The precise
application of the new legislation is unclear. For example, it is uncertain
whether a prepayment assumption will be applied collectively to all of a
taxpayer's investments in pools of debt instruments or will be applied on an
investment-by-investment basis. Similarly, as to investments in Grantor Trust
Fractional Interest Certificates, it is not clear whether the assumed prepayment
rate is to be determined at the time of the first sale of the Grantor Trust
Fractional Interest Certificate or, with respect to any holder, at the time of
that holder's purchase of the Grantor Trust Fractional Interest Certificate. It
is recommended that Certificateholders consult their own tax advisors concerning
reporting original issue discount with respect to Grantor Trust Fractional
Interest Certificates and refer to the related prospectus supplement with
respect to each Series to determine whether and in what manner the original
issue discount rules will apply to Mortgage Loans in such Series.
A purchaser of a Grantor Trust Fractional Interest Certificate that
purchases such Grantor Trust Fractional Interest Certificate at a cost less than
such Certificate's allocable portion of the aggregate remaining stated
redemption price of the Mortgage Loans held in the related Trust Fund will also
be required to include in gross income such Certificate's daily portions of any
original issue discount with respect to such Mortgage Loans. However, each such
daily portion will be reduced, if the cost of such Grantor Trust Fractional
Interest Certificate to such purchaser is in excess of such Certificate's
allocable portion of the aggregate "adjusted issue prices" of the Mortgage Loans
held in the related Trust Fund, approximately in proportion to the ratio such
excess bears to such Certificate's allocable portion of the aggregate original
issue
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discount remaining to be accrued on such Mortgage Loans. The adjusted issue
price of a Mortgage Loan on any given day equals the sum of--
- the adjusted issue price or, in the case of the first accrual period, the
issue price, of such Mortgage Loan at the beginning of the accrual period
that includes such day, and
- the daily portions of original issue discount for all days during such
accrual period prior to such day.
The adjusted issue price of a Mortgage Loan at the beginning of any accrual
period will equal the issue price of such Mortgage Loan, increased by the
aggregate amount of original issue discount with respect to such Mortgage Loan
that accrued in prior accrual periods, and reduced by the amount of any payments
made on such Mortgage Loan in prior accrual periods of amounts included in its
stated redemption price.
In the absence of statutory or administrative clarification, it is
currently intended that information reports or returns to the IRS and
Certificateholders will be based on a prepayment assumption (the "Prepayment
Assumption") determined when Certificates are offered and sold hereunder and
disclosed in the related prospectus supplement, and on a constant yield computed
using a representative initial offering price for each Class of Certificates.
However, neither the Depositor nor any other person will make any representation
that the Mortgage Loans will in fact prepay at a rate conforming to such
Prepayment Assumption or any other rate or that the Prepayment Assumption will
not be challenged by the IRS on audit. Certificateholders also should bear in
mind that the use of a representative initial offering price will mean that such
information returns or reports, even if otherwise accepted as accurate by the
IRS, will in any event be accurate only as to the initial Certificateholders of
each Series who bought at that price.
Unless otherwise provided in the related prospectus supplement, the Trustee
or Master Servicer, as applicable, will provide to any holder of a Grantor Trust
Fractional Interest Certificate such information as such holder may reasonably
request from time to time with respect to original issue discount accruing on
Grantor Trust Fractional Interest Certificates. See "--Grantor Trust Reporting"
below.
Market Discount. If the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, a Certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Code to the extent an
interest in a Mortgage Loan is considered to have been purchased at a "market
discount", that is, in the case of a Mortgage Loan issued without original issue
discount, at a purchase price less than its remaining stated redemption price
(as defined above) or in the case of a Mortgage Loan issued with original issue
discount, at a purchase price less than its adjusted issue price (as defined
above). If market discount is in excess of a de minimis amount (as described
below), the holder generally will be required to include in income in each month
the amount of such discount that has accrued, under the rules described in the
next paragraph, through such month that has not previously been included in
income, but limited, in the case of the portion of such discount that is
allocable to any Mortgage Loan, to the payment of stated redemption price on
such Mortgage Loan that is received
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by or, in the case of accrual basis Certificateholders, due to, the Trust Fund
in that month. A Certificateholder may elect to include market discount in
income currently as it accrues, under a constant yield method based on the yield
of the Certificate to such holder, rather than including it on a deferred basis
in accordance with the foregoing under rules similar to those described in
"--Taxation of Owners of REMIC Regular Interests--Market Discount" above.
Section 1276(b)(3) of the Code authorized the Treasury Department to issue
regulations providing for the method for accruing market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury Department, various
rules described in the Committee Report apply. Under those rules, in each
accrual period market discount on the Mortgage Loans should accrue, at the
holder's option:
- on the basis of a constant yield method;
- in the case of a Mortgage Loan issued without original issue discount, in
an amount that bears the same ratio to the total remaining market
discount as the stated interest paid in the accrual period bears to the
total stated interest remaining to be paid on the Mortgage Loan as of the
beginning of the accrual period; or
- in the case of a Mortgage Loan issued with original issue discount, in an
amount that bears the same ratio to the total remaining market discount
as the original issue discount accrued in the accrual period bears to the
total original issue discount remaining at the beginning of the accrual
period.
Under legislation enacted in 1997, Section 1272(a)(6) of the Code requires
that a prepayment assumption be used in computing the accrual of original issue
discount with respect to any pool of debt instruments, the yield on which may be
affected by prepayments. Because the Mortgage Loans will be such a pool, it
appears that the prepayment assumption used, or that would be used, in
calculating the accrual of original issue discount, if any, is also to be used
in calculating the accrual of market discount. However, the precise application
of the new legislation is unclear. For example, it is uncertain whether a
prepayment assumption will be applied collectively to all of a taxpayer's
investments in pools of debt instruments or will be applied on an investment-
by-investment basis. Similarly, it is not clear whether the assumed prepayment
rate is to be determined at the time of the first sale of the Grantor Trust
Fractional Interest Certificate or, with respect to any holder, at the time of
that holder's purchase of the Grantor Trust Fractional Interest Certificate.
Moreover, because the regulations referred to in the preceding paragraph have
not been issued, it is not possible to predict what effect such regulations
might have on the tax treatment of a Mortgage Loan purchased at a discount in
the secondary market. It is recommended that Certificateholders consult their
own tax advisors concerning accrual of market discount with respect to Grantor
Trust Fractional Interest Certificates and should refer to the related
prospectus supplement with respect to each Series to determine whether and in
what manner the market discount will apply to Mortgage Loans purchased at a
market discount in such Series.
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Because the Mortgage Loans will provide for periodic payments of stated
redemption price, such discount may be required to be included in income at a
rate that is not significantly slower than the rate at which such discount would
be included in income if it were original issue discount.
Market discount with respect to Mortgage Loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described in "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above within the exception that it is
less like that a prepayment assumption will be used for purposes of such rules
with respect to the Mortgage Loans.
Further, under the rules described in "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount", any discount that is not original
issue discount and exceeds a de minimis amount may require the deferral of
interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the underlying Mortgage Loans.
Premium. If a Certificateholder is treated as acquiring the underlying
Mortgage Loans at a premium, that is, at a price in excess of their remaining
stated redemption price, such Certificateholder may elect under Section 171 of
the Code to amortize using a constant yield method the portion of such premium
allocable to Mortgage Loans originated after September 27, 1985. Amortizable
premium is treated as an offset to interest income on the related debt
instrument, rather than as a separate interest deduction. However, premium
allocable to Mortgage Loans originated before September 28, 1985 or to Mortgage
Loans for which an amortization election is not made, should be allocated among
the payments of stated redemption price on the Mortgage Loan and be allowed as a
deduction as such payments are made or, for a Certificateholder using the
accrual method of accounting, when such payments of stated redemption price are
due.
It appears that a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Code similar to that
described for calculating the accrual of market discount of Grantor Trust
Fractional Interest Certificates. See "--Taxation of Owners of Grantor Trust
Fractional Interest Certificates--Market Discount", above.
Taxation of Owners of Grantor Trust Strip Certificates. The "stripped
coupon" rules of Section 1286 of the Code will apply to the Grantor Trust Strip
Certificates. Except as described above in "--Taxation of Owners of Grantor
Trust Fractional Interest certificates--If Stripped Bond Rules Apply", no
regulations or published rulings under Section 1286 of the Code have been issued
and some uncertainty exists as to how it will be applied to securities such as
the Grantor Trust Strip Certificates. Accordingly, holders of Grantor Trust
Strip Certificates should consult their tax advisors concerning the method to be
used in reporting income or loss with respect to such Certificates.
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The OID Regulations do not apply to "stripped coupons", although they
provide general guidance as to how the original issue discount sections of the
Code will be applied.
Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the Grantor Trust Strip
Certificates based on a constant yield method. In effect, each holder of Grantor
Trust Strip Certificates would include as interest income in each month an
amount equal to the product of such holder's adjusted basis in such Grantor
Trust Strip Certificate at the beginning of such month and the yield of such
Grantor Trust Strip Certificate to such holder. Such yield would be calculated
based on the price paid for that Grantor Trust Strip Certificate by its holder
and the payments remaining to be made thereon at the time of the purchase, plus
an allocable portion of the servicing fees and expenses to be paid with respect
to the Mortgage Loans. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Apply" above.
As noted above, Section 1272(a)(6) of the Code requires that a prepayment
assumption be used in computing the accrual of original issue discount with
respect to various categories of debt instruments, and that adjustments be made
in the amount and rate of accrual of such discount when prepayments do not
conform to such prepayment assumption. It appears that those provisions would
apply to Grantor Trust Strip Certificates. It is uncertain whether the assumed
prepayment rate would be determined based on conditions at the time of the first
sale of the Grantor Trust Strip Certificate or, with respect to any subsequent
holder, at the time of purchase of the Grantor Trust Strip Certificate by that
holder.
If the method for computing original issue discount under Section
1272(a)(6) results in a negative amount of original issue discount as to any
accrual period with respect to a grantor trust strip certificate, the amount of
original issue discount allocable to that accrual period will be zero. That is,
no current deduction of the negative amount will be allowed to you. A Grantor
Trust Certificateholder will instead only be permitted to offset that negative
amount against future positive original issue discount, if any, attributable to
that certificate. Although not free from doubt, it is possible that, as a
Grantor Trust Certificateholder, you may be permitted to deduct a loss to the
extent your basis in the certificate exceeds the maximum amount of payment you
could ever receive with respect to that certificate. However, any such loss may
be a capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to Grantor Trust Certificates with no,
or disproportionately small, amounts of principal, which can have negative
yields under circumstances that are not default related.
The accrual of income on the Grantor Trust Strip Certificates will be
significantly slower if a prepayment assumption is permitted to be made than if
yield is computed assuming no prepayments. In the absence of statutory or
administrative clarification, it currently is intended to base information
returns or reports to the IRS and Certificateholders on the Prepayment
Assumption disclosed in the related prospectus supplement and on a constant
yield computed using a representative initial offering price for each class of
Certificates. However, neither the Depositor nor any other person will
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make any representation that the Mortgage Loans will in fact prepay at a rate
conforming to the Prepayment Assumption or at any other rate and
Certificateholders should bear in mind that the use of a representative initial
offering price will mean that such information returns or reports, even if
otherwise accepted as accurate by the IRS, will in any event be accurate only as
to the initial Certificateholders of each series who bought at that price.
Prospective purchasers of the Grantor Trust Strip Certificates should consult
their tax advisors regarding the use of the Prepayment Assumption.
It is unclear under what circumstances, if any, the prepayment of a
Mortgage Loan will give rise to a loss to the holder of a Grantor Trust Strip
Certificate. If a Grantor Trust Strip Certificate is treated as a single
instrument, rather than an interest in discrete mortgage loans, and the effect
of prepayments is taken into account in computing yield with respect to such
Grantor Trust Strip Certificate, it appears that no loss may be available as a
result of any particular prepayment unless prepayments occur at a rate faster
than the Prepayment Assumption. However, if a Grantor Trust Strip Certificate is
treated as an interest in discrete Mortgage Loans then when a Mortgage Loan is
prepaid, the holder of a Grantor Trust Strip Certificate should be able to
recognize a loss equal to the portion of the adjusted issue price of the Grantor
Trust Strip Certificate that is allocable to such Mortgage Loan.
Sales of Grantor Trust Certificates. Any gain or loss, equal to the
difference between the amount realized on the sale or exchange of a Grantor
Trust Certificate and its adjusted basis, recognized on such sale or exchange of
a Grantor Trust Certificate by an investor who holds such Grantor Trust
Certificate as a capital asset, will be capital gain or loss, except to the
extent of accrued and unrecognized market discount, which will be treated as
ordinary income, and in the case of banks and other financial institutions,
except as provided under Section 582(c) of the Code. The adjusted basis of a
Grantor Trust Certificate generally will equal--
- its cost, increased by
- any income reported by the seller, including original issue discount and
market discount income, and reduced, but not below zero, by
- any previously reported losses, any amortized premium and by any
distributions with respect to such Grantor Trust Certificate.
Gain or loss from the sale of a Grantor Trust Certificate may be partially
or wholly ordinary and not capital in some circumstances. Gain attributable to
accrued and unrecognized market discount will be treated as ordinary income, as
will gain or loss recognized by banks and other financial institutions subject
to Section 582(c) of the Code. Furthermore, a portion of any gain that might
otherwise be capital gain may be treated as ordinary income to the extent that
the Grantor Trust Certificate is held as part of a "conversion transaction"
within the meaning of Section 1258 of the Code. A conversion transaction
generally is one in which the taxpayer has taken two or more positions in the
same or similar property that reduce or eliminate market risk, if substantially
all of the taxpayer's return is attributable to the time value of the taxpayer's
net investment in such transaction. The amount of gain realized in a conversion
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transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate "applicable Federal rate", which rate is computed and
published monthly by the IRS at the time the taxpayer enters into the conversion
transaction, subject to appropriate reduction for prior inclusion of interest
and other ordinary income items from the transaction.
The Code requires the recognition of gain upon the constructive sale of an
appreciated financial position. A constructive sale of an appreciated financial
position occurs if a taxpayer enters into certain transactions or series of such
transactions that have the effect of substantially eliminating the taxpayer's
risk of loss and opportunity for gain with respect to the financial instrument.
Debt instruments that--
- entitle the holder to a specified principal amount,
- pay interest at a fixed or variable rate, and
- are not convertible into the stock of the issuer or a related party,
cannot be the subject of a constructive sale for this purpose. Because most
Grantor Trust Certificates meet this exception, this Section will not apply to
most grantor trust certificates. However, certain Grantor Trust Certificates
have no, or a disproportionately small, amount of principal and these
Certificates can be the subject of a constructive sale.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for that taxable year, for purposes
of the rule that limits the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.
Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the Trustee or Master Servicer, as applicable, will
furnish to each holder of a Grantor Trust Certificate with each distribution a
statement setting forth the amount of such distribution allocable to principal
on the underlying Mortgage Loans and to interest thereon at the related
Pass-Through Rate. In addition, the Trustee or Master Servicer, as applicable,
will furnish, within a reasonable time after the end of each calendar year, to
each holder of a Grantor Trust Certificate who was such a holder at any time
during such year, information regarding the amount of servicing compensation
received by the Master Servicer, the Special Servicer or any Sub-Servicer, and
such other customary factual information as the Depositor or the reporting party
deems necessary or desirable to enable holders of Grantor Trust Certificates to
prepare their tax returns and will furnish comparable information to the IRS as
and when required by law to do so. Because the rules for accruing discount and
amortizing premium with respect to the Grantor Trust Certificates are uncertain
in various respects, there is no assurance the IRS will agree with the Trustee's
or Master Servicer's, as the case may be, information reports of such items of
income and expense. Moreover, such information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial Certificateholders that bought their Certificates at the representative
initial offering price used in preparing such reports.
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On August 13, 1998, the Service published proposed regulations, which will,
when effective, establish reporting rules for interests in "widely held fixed
investment trusts" similar to those applicable to regular interests in REMICs. A
widely-held fixed investment trust is defined as any entity classified as a
"trust" under Treasury Regulation Section 301.7701-4(c) in which any interest is
held by a middleman, which includes, but is not limited to, a custodian of a
person's account, a nominee, and a broker holding an interest for a customer in
street name. These regulations are proposed to be effective for calendar years
beginning on or after the date that the final regulations are published in the
Federal Register.
Backup Withholding. In general, the rules described in "--REMICs--Backup
Withholding with Respect to REMIC Certificates" will also apply to Grantor Trust
Certificates.
Foreign Investors. In general, the discussion with respect to REMIC
Regular Certificates in "--REMICs--Foreign Investors in REMIC Certificates"
applies to Grantor Trust Certificates except that Grantor Trust Certificates
will, unless otherwise disclosed in the related prospectus supplement, be
eligible for exemption from U.S. withholding tax, subject to the conditions
described in such discussion, only to the extent the related Mortgage Loans were
originated after July 18, 1984.
To the extent that interest on a Grantor Trust Certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Code from United States withholding
tax, and the Grantor Trust Certificate is not held in connection with a
Certificateholder's trade or business in the United States, such Grantor Trust
Certificate will not be subject to United States estate taxes in the estate of a
non-resident alien individual.
STATE AND OTHER TAX CONSIDERATIONS
In addition to the federal income tax consequences described in "Federal
Income Tax Consequences", potential investors should consider the state and
local tax consequences of the acquisition, ownership, and disposition of the
Offered Certificates. State tax law may differ substantially from the
corresponding federal law, and the discussion above does not purport to describe
any aspect of the income tax laws of any state or other jurisdiction. Therefore,
potential investors should consult their own tax advisors with respect to the
various tax consequences of investments in the Offered Certificates.
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ERISA CONSIDERATIONS
GENERAL
Sections 404 and 406 of the Employee Retirement Income Security Act of 1974
("ERISA") and Section 4975 of the Code impose various requirements on employee
benefit plans, and on other retirement plans and arrangements, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts, and as applicable, insurance company
general accounts, in which such plans, accounts or arrangements are invested
that are subject to the fiduciary responsibility provisions of ERISA and Section
4975 of the Code ("Plans"), and on persons who are fiduciaries with respect to
such Plans, in connection with the investment of Plan assets.
Various employee benefit plans, such as governmental plans (as defined in
ERISA Section 3(32)), and, if no election has been made under Section 410(d) of
the Code, church plans, as defined in Section 3(33) of ERISA, are not subject to
ERISA requirements. Accordingly, assets of such plans may be invested in Offered
Certificates without regard to the ERISA considerations described below, subject
to the provisions of other applicable federal and state law. Any such plan which
is qualified and exempt from taxation under Sections 401(a) and 501(a) of the
Code, however, is subject to the prohibited transaction rules set forth in
Section 503 of the Code.
ERISA generally imposes on Plan fiduciaries various general fiduciary
requirements, including those of investment prudence and diversification and the
requirement that a Plan's investments be made in accordance with the documents
governing the Plan. In addition, Section 406 of ERISA and Section 4975 of the
Code prohibit a broad range of transactions involving assets of a Plan and
persons ("parties in interest" within the meaning of ERISA and "disqualified
persons" within the meaning of the Code; collectively, "Parties in Interest")
who have specified relationships to the Plan, unless a statutory or
administrative exemption is available. The types of transactions between Plans
and Parties in Interest that are prohibited include--
- sales, exchanges or leases of property,
- loans or other extensions of credit, and
- the furnishing of goods and services.
Some Parties in Interest that participate in a prohibited transaction may
be subject to an excise tax imposed under Section 4975 of the Code or a penalty
imposed under Section 502(i) of ERISA, unless a statutory or administrative
exemption is available. In addition, the persons involved in the prohibited
transaction may have to rescind the transaction and pay an amount to the Plan
for any losses realized by the Plan or profits realized by such persons,
individual retirement accounts involved in the transaction may be disqualified
resulting in adverse tax consequences to the owner of such account and other
liabilities could result that would have a significant adverse effect on such
person.
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PLAN ASSET REGULATIONS
A Plan's investment in Offered Certificates may cause the underlying
Mortgage Assets and other assets included in a related Trust Fund to be deemed
assets of such Plan. Section 2510.3-101 of the regulations (the "Plan Asset
Regulations") of the United States Department of Labor (the "DOL") provides that
when a Plan acquires an equity interest in an entity, the Plan's assets include
both such equity interest and an undivided interest in each of the underlying
assets of the entity, unless an exception applies. One exemption is that the
equity participation in the entity by "benefit plan investors", including Plans
and some employee benefit plans not subject to ERISA, is not "significant", both
as defined in the Plan Asset Regulations. For this purpose, in general, equity
participation by benefit plan investors will be "significant" on any date if 25%
or more of the value of any class of equity interests in the entity is held by
benefit plan investors. The percentage owned by benefit plan investors is
determined by excluding the investments of the following persons:
1. those with discretionary authority or control over the assets of the
entity;
2. those who provide investment advice directly or indirectly for a fee
with respect to the assets of the entity; and
3. those who are affiliates of the persons described in the preceding
clauses 1. and 2.
Equity participation in a Trust Fund will be significant on any date if
immediately after the most recent acquisition of any Certificate, 25% or more of
any class of Certificates is held by benefit plan investors, determined by not
including the investments of the Depositor, the Trustee, the Master Servicer,
the Special Servicer, any other parties with discretionary authority over the
assets of a Trust Fund and their respective affiliates.
Any person who has discretionary authority or control respecting the
management or disposition of Plan assets, and any person who provides investment
advice with respect to such assets for a fee, is a fiduciary of the investing
Plan. If the Mortgage Assets and other assets included in a Trust Fund
constitute Plan assets, then any party exercising management or discretionary
control regarding those assets, such as a master servicer, a special servicer,
any sub-servicer, a trustee, the obligor under any related credit enhancement
mechanism, or affiliates of those parties may be deemed to be a Plan "fiduciary"
with respect to the investing Plan and thus subject to the fiduciary
responsibility provisions of ERISA. In addition, if the underlying assets of a
Trust Fund constitute Plan assets, the Depositor, any related REMIC
Administrator, any related Manager, any mortgagor with respect to a related
Mortgage Loan or a mortgage loan underlying a related MBS, as well as each of
the parties described in the preceding sentence, may become Parties in Interest
with respect to an investing Plan or a Plan holding an interest in an investing
entity. Thus, if the Mortgage Assets and other assets included in a Trust Fund
constitute Plan assets, the operation of the Trust Fund, may involve a
prohibited transaction under ERISA or the Code. For example, if a person who is
a Party in Interest with respect to an investing Plan is a mortgagor with
respect to a
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Mortgage Loan included in a Trust Fund, the purchase of Certificates by the Plan
could constitute a prohibited loan between a Plan and a Party in Interest.
The Plan Asset Regulations provide that where a Plan acquires a "guaranteed
governmental mortgage pool certificate", the Plan's assets include such
certificate but do not solely by reason of the Plan's holdings of such
certificate include any of the mortgages underlying such certificate. The Plan
Asset Regulations include in the definition of a "guaranteed governmental
mortgage pool certificate" some FHLMC Certificates, GNMA Certificates and FNMA
Certificates, but do not include FAMC Certificates. Accordingly, even if such
types of MBS , other than FAMC Certificates, included in a Trust Fund were
deemed to be assets of Plan investors, the mortgages underlying such MBS, other
than FAMC Certificates, would not be treated as assets of such Plans. Thus, the
prohibited transaction described in the preceding paragraph, regarding a
prohibited loan, would not occur with respect to such types of MBS, other than
FAMC Certificates, held in a Trust Fund, even if such MBS were treated as assets
of Plans. Private label mortgage participations, mortgage pass-through
certificates, FAMC Certificates or other mortgage-backed securities are not
"guaranteed governmental mortgage pool certificates" within the meaning of the
Plan Asset Regulations.
In addition, and without regard to whether the Mortgage Assets and other
assets included in a Trust Fund constitute Plan assets, the acquisition or
holding of Offered Certificates by or on behalf of a Plan could give rise to a
prohibited transaction if the Depositor, the related Trustee or any related
Underwriter, Master Servicer, Special Servicer, Sub-Servicer, REMIC
Administrator, Manager, mortgagor or obligor under any credit enhancement
mechanism, or any affiliates of those parties, is or becomes a Party in Interest
with respect to an investing Plan. Accordingly, potential Plan investors should
consult their counsel and review the ERISA discussion in the related prospectus
supplement before purchasing any such Certificates.
PROHIBITED TRANSACTION EXEMPTION 91-23
The DOL has issued an individual exemption, Prohibited Transaction
Exemption 91-23 (56 Fed. Reg. 15936, April 18, 1991) (the "Exemption"), to
Salomon Smith Barney Inc., formerly known as Smith Barney Inc., which generally
exempts from the application of the prohibited transaction provisions of Section
406 of ERISA, and the excise taxes imposed on such prohibited transactions under
Section 4975(a) and (b) of the Code, various transactions, among others,
relating to the servicing and operation of mortgage pools and the initial
purchase, holding and subsequent resale of mortgage pass-through certificates
underwritten by an Underwriter, as hereinafter defined, provided that the
conditions set forth in the Exemption are satisfied. For purposes of this
Section "ERISA Considerations", the term "Underwriter" shall include--
- Salomon Smith Barney Inc.,
- any person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Salomon Smith
Barney Inc., and
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- any member of the underwriting syndicate or selling group of which a
person described in either of the first two bullet points is a manager or
co-manager with respect to a class of Certificates.
The Exemption sets forth six general conditions which must be satisfied for
the Exemption to apply. First, the acquisition of Certificates by a Plan or with
assets of a Plan must be on terms that are at least as favorable to the Plan as
they would be in an arm's-length transaction with an unrelated party. Second,
the Exemption only applies to Certificates evidencing rights and interests that
are not subordinated to the rights and interests evidenced by other Certificates
of the same trust. Third, the Certificates at the time of acquisition by a Plan
or with assets of a Plan must be rated in one of the three highest generic
rating categories by Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., Moody's Investors Service, Inc., Duff & Phelps
Credit Rating Co. or Fitch IBCA, Inc. (collectively, the "Exemption Rating
Agencies"). Fourth, the Trustee cannot be an affiliate of any member of the
"Restricted Group" which consists of any Underwriter, the Depositor, the
Trustee, the Master Servicer, any Special Servicer any Sub-Servicer and any
obligor with respect to assets included in the Trust Fund constituting more than
5% of the aggregate unamortized principal balance of the assets in the Trust
Fund as of the date of initial issuance of the Certificates. Fifth, the sum of
all payments made to and retained by the Underwriter(s) must represent not more
than reasonable compensation for underwriting the Certificates; the sum of all
payments made to and retained by the Depositor in connection with the assignment
of the assets to the related Trust Fund must represent not more than the fair
market value of such obligations; and the sum of all payments made to and
retained by the Master Servicer, any Special Servicer and any Sub-Servicer must
represent not more than reasonable compensation for such person's services under
the related Agreement and reimbursement of such person's reasonable expenses in
connection therewith. Sixth, the Exemption states that the investing Plan or
investor using Plan assets must be an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Commission under the Securities Act of 1933, as
amended.
The Exemption also requires that the Trust Fund meet the following
requirements:
- the Trust Fund must consist solely of assets of the type that have been
included in other investment pools;
- certificates evidencing interests in such other investment pools must
have been rated in one of the three highest categories of one of the
Exemption Rating Agencies for at least one year prior to the acquisition
of Certificates by or on behalf of a Plan or with assets of a Plan; and
- certificates evidencing interests in such other investment pools must
have been purchased by investors other than Plans for at least one year
prior to any acquisition of Certificates by or on behalf of a Plan or
with assets of a Plan.
A fiduciary of a Plan or any person investing assets of a Plan to purchase
a Certificate must make its own determination that the conditions set forth
above will be satisfied with respect to such Certificate.
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If the general conditions of the Exemption are satisfied, the Exemption may
provide an exemption from the restrictions imposed by Sections 406(a) and 407(a)
of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code
by reason of Sections 4975(c)(1)(A) through (D) of the Code, in connection with
the direct or indirect sale, exchange, transfer, holding or the direct or
indirect acquisition or disposition in the secondary market of Certificates by a
Plan or with assets of a Plan. However, no exemption is provided from the
restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the
acquisition or holding of a Certificate on behalf of an "Excluded Plan" by any
person who has discretionary authority or renders investment advice with respect
to the assets of such Excluded Plan. For purposes of the Certificates, an
Excluded Plan is a Plan sponsored by any member of the Restricted Group.
If specific conditions of the Exemption are also satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(b)(1) and
(b)(2) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the
Code by reason of Section 4975(c)(1)(E) of the Code, in connection with:
- the direct or indirect sale, exchange or transfer of Certificates in the
initial issuance of Certificates between the Depositor or an Underwriter
and a Plan when the person who has discretionary authority or renders
investment advice with respect to the investment of assets of a Plan in
the Certificates is--
1. a mortgagor with respect to 5% or less of the fair market value of the
Trust Fund Assets, or
2. an affiliate of such a person;
- the direct or indirect acquisition or disposition in the secondary market
of Certificates by a Plan; and
- the holding of Certificates by a Plan or with Plan Assets.
Further, if specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(a), 406(b) and 407 of ERISA, and the excise taxes imposed by Sections
4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for
transactions in connection with the servicing, management and operation of the
Trust Fund. The Depositor expects that the specific conditions of the Exemption
required for this purpose will be satisfied with respect to the Certificates so
that the Exemption would provide an exemption from the restrictions imposed by
Sections 406(a) and (b) of ERISA, as well as the excise taxes imposed by
Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code,
for transactions in connection with the servicing, management and operation of
the Trust Fund, provided that the general conditions of the Exemption are
satisfied.
The Exemption also may provide an exemption from the restrictions imposed
by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Section
4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of
the Code if such restrictions are deemed to otherwise apply merely because a
person is deemed to be a Party in Interest with respect to an investing Plan by
virtue of providing
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services to the Plan, or by virtue of having specified relationships to such a
person, solely as a result of the Plan's ownership of Certificates.
PROHIBITED TRANSACTION CLASS EXEMPTIONS
In considering an investment in the Offered Certificates, a Plan fiduciary
should consider the availability of prohibited transaction exemptions
promulgated by the DOL including, among others, Prohibited Transaction Class
Exemption ("PTCE") 75-1, which exempts some transactions involving Plans and
some broker-dealers, reporting dealers and banks; PTCE 90-1, which exempts
various transactions between insurance company separate accounts and Parties in
Interest; PTCE 91-38, which exempts various transactions between bank collective
investment funds and Parties in Interest; PTCE 84-14, which exempts various
transactions effected on behalf of a Plan by a "qualified professional asset
manager"; PTCE 95-60, which exempts various transactions between insurance
company general accounts and Parties in Interest; and PTCE 96-23, which exempts
various transactions effected on behalf of a Plan by an "in-house asset
manager". There can be no assurance that any of these class exemptions will
apply with respect to any particular Plan investment in the Certificates or,
even if it were deemed to apply, that any exemption would apply to all
transactions that may occur in connection with such investment. The prospectus
supplement with respect to the Offered Certificates of any Series may contain
additional information regarding the availability of other exemptions with
respect to such Offered Certificates.
INSURANCE COMPANY GENERAL ACCOUNTS
In addition to any exemption that may be available under PTCE 95-60 for the
purchase and holding of Offered Certificates by an insurance company general
account, the Small Business Job Protection Act of 1996 added a new Section
401(c) to ERISA, which provides some exemptive relief from the provisions of
Part 4 of Title I of ERISA and Section 4975 of the Code, including the
prohibited transaction restrictions imposed by ERISA and the related excise
taxes imposed by the Code, for transactions involving an insurance company
general account. Under Section 401(c) of ERISA, the DOL is required to issue
final regulations ("401(c) Regulations") no later than December 31, 1997, which
are to provide guidance for the purpose of determining, in cases where insurance
policies supported by an insurer's general account are issued to or for the
benefit of a Plan on or before December 31, 1998, which general account assets
constitute Plan assets. Section 401(c) of ERISA generally provides that, until
the date which is 18 months after the 401(c) Regulations become final, no person
shall be subject to liability under Part 4 of Title I of ERISA and Section 4975
of the Code on the basis of a claim that the assets of an insurance company
general account constitute Plan assets, unless--
- as otherwise provided by the Secretary of Labor in the 401(c) Regulations
to prevent avoidance of the regulations, or
- an action is brought by the Secretary of Labor for breaches of fiduciary
duty which would also constitute a violation of federal or state criminal
law.
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Any assets of an insurance company general account which support insurance
policies issued to a Plan after December 31, 1998 or issued to Plans on or
before December 31, 1998 for which the insurance company does not comply with
the 401(c) Regulations may be treated as Plan assets. In addition, because
Section 401(c) does not relate to insurance company separate accounts, separate
account assets are still treated as Plan assets of any Plan invested in such
separate account. Insurance companies contemplating the investment of general
account assets in Offered Certificates should consult with their legal counsel
with respect to the applicability of Section 401(c) of ERISA, including the
general account's ability to continue to hold such Certificates after the date
which is 18 months after the date the 401(c) Regulations become final.
CONSULTATION WITH COUNSEL
Any Plan fiduciary which proposes to purchase Offered Certificates on
behalf of or with assets of a Plan should consider its general fiduciary
obligations under ERISA and should consult with its counsel with respect to the
potential applicability of ERISA and the Code to such investment and the
availability of any prohibited transaction exemption in connection with the
purchase of any Offered Certificates.
TAX EXEMPT INVESTORS
A Plan that is exempt from federal income taxation under Section 501 of the
Code (a "Tax Exempt Investor") nonetheless will be subject to federal income
taxation to the extent that its income is "unrelated business taxable income"
("UBTI") within the meaning of Section 512 of the Code. All "excess inclusions"
of a REMIC allocated to a REMIC Residual Certificate held by a Tax-Exempt
Investor will be considered UBTI and thus will be subject to federal income tax.
See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Residual Certificates--Excess Inclusions".
LEGAL INVESTMENT
Unless otherwise specified in the related prospectus supplement, the
Offered Certificates will not constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA").
In general, "mortgage related securities" are legal investments for
persons, trusts, corporations, partnerships, associations, business trusts and
business entities, including depository institutions, insurance companies and
pension funds, created or existing under the laws of the United States or of any
state, including the District of Columbia and Puerto Rico, and whose authorized
investments are subject to state regulation, to the same extent that, under
applicable law, obligations issued by or guaranteed as to principal and interest
by the United States or any agency or instrumentality of the United States
constitute legal investments for such entities. The appropriate characterization
of those Offered Certificates not qualifying as "mortgage related securities"
("Non-SMMEA Certificates") under various legal investment restrictions, and thus
the ability of investors subject to these restrictions to purchase such Offered
Certificates,
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may be subject to significant interpretive uncertainties. Accordingly, investors
whose investment authority is subject to legal restrictions should consult their
own legal advisors to determine whether and to what extent the Non-SMMEA
Certificates constitute legal investments for them.
Prior to December 31, 1996, only Classes of Offered Certificates that--
- were rated in one of the two highest rating categories by one or more
Rating Agencies, and
- were part of a Series evidencing interests in a Trust Fund consisting of
loans directly secured by a first lien on a single parcel of real estate
upon which is located a dwelling or mixed residential and commercial
structure, and originated by the types of originators specified in SMMEA,
would be "mortgage related securities" for purposes of SMMEA. Furthermore, under
SMMEA as originally enacted, if a state enacted legislation on or before October
3, 1991 that specifically limited the legal investment authority of any of the
entities referred to in the preceding paragraph with respect to "mortgage
related securities" under such definition, Offered Certificates would constitute
legal investments for entities subject to such legislation only to the extent
provided in such legislation. Effective December 31, 1996, the definition of
"mortgage related securities" was modified to include among the types of loans
to which such securities may relate, loans secured by "one or more parcels of
real estate upon which is located one or more commercial structures". In
addition, the related legislative history states that this expanded definition
includes multifamily loans secured by more than one parcel of real estate upon
which is located more than one structure. Until September 23, 2001, any state
may enact legislation limiting the extent to which "mortgage related securities"
under this expanded definition would constitute legal investments under that
state's laws. However, enactment by a state of any such legislative restrictions
will not affect the validity of any contractual commitment to purchase, hold or
invest in securities qualifying as "mortgage related securities" that was made,
and will not require the sale or disposition of any securities that were
acquired, prior to enactment of such state legislation.
SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage related
securities" without limitation as to the percentage of their assets represented
thereby, federal credit unions may invest in such securities, and national banks
may purchase such securities for their own account without regard to the
limitations generally applicable to investment securities set forth in 12 U.S.C.
Section 24 (Seventh), subject in each case to such regulations as the applicable
federal regulatory authority may prescribe.
In this connection, the Office of the Comptroller of the Currency (the
"OCC") has amended 12 C.F.R. Part 1 to authorize national banks to purchase and
sell for their own account, without limitation as to a percentage of the bank's
capital and surplus, but subject to compliance with general standards in 12
C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit
information, some "Type IV securities", defined in
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12 C.F.R. Section 1.2(1) to include some "commercial mortgage-related
securities" and "residential mortgage-related securities". As so defined,
"commercial mortgage-related security" and "residential mortgage-related
security" mean, in relevant part, "mortgage related security" within the meaning
of SMMEA, provided that, in the case of a "commercial mortgage-related
security", it "represents ownership of a promissory note or certificate of
interest or participation that is directly secured by a first lien on one or
more parcels of real estate upon which one or more commercial structures are
located and that is fully secured by interests in a pool of loans to numerous
obligors". In the absence of any rule or administrative interpretation by the
OCC defining the term "numerous obligors", no representation is made as to
whether any Class of Offered Certificates will qualify as "commercial
mortgage-related securities", and thus as "Type IV securities", for investment
by national banks. The National Credit Union Administration (the "NCUA") has
adopted rules, codified at 12 C.F.R. Part 703, which permit federal credit
unions to invest in "mortgage related securities" under limited circumstances,
other than stripped mortgage related securities, residual interests in mortgage
related securities, and commercial mortgage related securities, unless the
credit union has obtained written approval from the NCUA to participate in the
"investment pilot program" described in 12 C.F.R. Section 703.140. The Office of
Thrift Supervision (the "OTS") has issued Thrift Bulletin 13a December 1, 1998),
"Management of Interest Rate Risk, Investment Securities, and Derivatives
Activities", which thrift institutions subject to the jurisdiction of the OTS
should consider before investing in any of the Offered Certificates.
All depository institutions considering an investment in the Offered
Certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" (the "1998 Policy Statement") of
the Federal Financial Institutions Examination Council, which has been adopted
by the Board of Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation (the "FDIC"), the OCC and the OTS effective May 26, 1998,
and by the NCUA effective October 1, 1998. The 1998 Policy Statement sets forth
general guidelines which depository institutions must follow in managing risks,
including market, credit, liquidity, operational, transactional and legal risks,
applicable to all securities, including mortgage pass-through securities and
mortgage-derivative products, used for investment purposes.
Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by such authorities before purchasing any Offered
Certificates, as some Series or Classes of Offered Certificates may be deemed
unsuitable investments, or may otherwise be restricted, under such rules,
policies or guidelines, in some instances irrespective of SMMEA.
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income paying" and, with regard to any
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Offered Certificates issued in book-entry form, provisions which may restrict or
prohibit investments in securities which are issued in book-entry form.
Except as to the status of some Classes of Offered Certificates as
"mortgage related securities", no representations are made as to the proper
characterization of the Offered Certificates for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase Offered Certificates under
applicable legal investment restrictions. The uncertainties described above, and
any unfavorable future determinations concerning legal investment of financial
institution regulatory characteristics of the Offered Certificates, may
adversely affect the liquidity of the Offered Certificates.
Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements or review by
regulatory authorities should consult with their legal advisors in determining
whether and to what extent the Offered Certificates of any Class and Series
constitute legal investments or are subject to investment, capital or other
restrictions and, if applicable, whether SMMEA has been overridden in any
jurisdiction relevant to such investor.
METHOD OF DISTRIBUTION
The Offered Certificates offered hereby and by the Supplements to this
prospectus will be offered in series. The distribution of the Certificates may
be effected from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices to be
determined at the time of sale or at the time of commitment therefor. If so
specified in the related prospectus supplement, the Offered Certificates will be
distributed in a firm commitment underwriting, subject to the terms and
conditions of the underwriting agreement, by Salomon Smith Barney Inc. ("Salomon
Smith Barney") acting as underwriter with other underwriters, if any, named in
the prospectus supplement. In such event, the prospectus supplement may also
specify that the underwriters will not be obligated to pay for any Offered
Certificates agreed to be purchased by purchasers under purchase agreements
acceptable to the Depositor. In connection with the sale of Offered
Certificates, underwriters may receive compensation from the Depositor or from
purchasers of Offered Certificates in the form of discounts, concessions or
commissions. The prospectus supplement will describe any such compensation paid
by the Depositor.
Alternatively, the prospectus supplement may specify that Offered
Certificates will be distributed by Salomon Smith Barney acting as agent or in
some cases as principal with respect to Offered Certificates that it has
previously purchased or agreed to purchase. If Salomon Smith Barney acts as
agent in the sale of Offered Certificates, Salomon Smith Barney will receive a
selling commission with respect to such Offered Certificates, depending on
market conditions, expressed as a percentage of the aggregate Certificate
Balance or notional amount of such Offered Certificates as of the Cut-off Date.
The exact percentage for each series of Certificates will be disclosed in the
related prospectus supplement. To the extent that Salomon Smith Barney elects to
purchase Offered Certificates as principal, Salomon Smith Barney may realize
losses or profits
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based upon the difference between its purchase price and the sales price. The
prospectus supplement with respect to any series offered other than through
underwriters will contain information regarding the nature of such offering and
any agreements to be entered into between the Depositor and purchasers of
Offered Certificates of such series.
The Depositor will indemnify Salomon Smith Barney and any underwriters
against some civil liabilities, including liabilities under the Securities Act
of 1933, or will contribute to payments Salomon Smith Barney and any
underwriters may be required to make in respect of those liabilities.
In the ordinary course of business, Salomon Smith Barney and the Depositor
may engage in various securities and financing transactions, including
repurchase agreements to provide interim financing of the Depositor's mortgage
loans pending the sale of such mortgage loans or interests in such mortgage
loans, including the Certificates.
The Depositor anticipates that the Offered Certificates will be sold
primarily to institutional investors. Purchasers of Offered Certificates,
including dealers, may, depending on the facts and circumstances of such
purchases, be deemed to be "underwriters" within the meaning of the Securities
Act of 1933 in connection with reoffers and sales by them of Offered
Certificates. Certificateholders should consult with their legal advisors in
this regard prior to any such reoffer or sale.
As to each series of Certificates, only those classes rated in an
investment grade rating category by any Rating Agency will be offered hereby.
Any unrated class may be initially retained by the Depositor, and may be sold by
the Depositor at any time to one or more institutional investors.
LEGAL MATTERS
Various legal matters in connection with the Certificates, including some
federal income tax consequences, will be passed upon for the Depositor by
Thacher Proffitt & Wood, New York, New York, or Sidley & Austin, New York, New
York.
FINANCIAL INFORMATION
A new Trust Fund will be formed with respect to each series of Certificates
and no Trust Fund will engage in any business activities or have any assets or
obligations prior to the issuance of the related series of Certificates.
Accordingly, no financial statements with respect to any Trust Fund will be
included in this prospectus or in the related prospectus supplement.
RATING
It is a condition to the issuance of any class of Offered Certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by a Rating Agency.
133
<PAGE> 395
Ratings on mortgage pass-through certificates address the likelihood of
receipt by certificateholders of all distributions on the underlying mortgage
loans. These ratings address the structural, legal and issuer-related aspects
associated with such certificates, the nature of the underlying mortgage loans
and the credit quality of the guarantor, if any. Ratings on mortgage
pass-through certificates do not represent any assessment of the likelihood of
principal prepayments by mortgagors or of the degree by which such prepayments
might differ from those originally anticipated. As a result, certificateholders
might suffer a lower than anticipated yield, and, in addition, holders of
stripped interest certificates in extreme cases might fail to recoup their
initial investments.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.
AVAILABLE INFORMATION
The Depositor is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information filed
by the Depositor can be inspected and copied at the public reference facilities
maintained by the Commission at its Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549, and its Regional Offices located as follows:
Chicago Regional Office, 500 West Madison, 14th Floor, Chicago, Illinois 60661;
New York Regional Office, Seven World Trade Center, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Depositor does not intend to send any financial reports to
Certificateholders.
This prospectus does not contain all of the information set forth in the
Registration Statement, of which this prospectus forms a part, and exhibits
thereto which the Depositor has filed with the Commission under the Securities
Act of 1933 and to which reference is hereby made.
REPORTS TO CERTIFICATEHOLDERS
The Master Servicer or the Trustee will be required to mail to holders of
Offered Certificates of each series periodic unaudited reports concerning the
related Trust Fund. Unless and until definitive Certificates are issued, or
unless otherwise provided in the related prospectus supplement, such reports
will be sent on behalf of the related Trust Fund to a nominee of The Depository
Trust Company ("DTC") and registered holder of the Offered Certificates, under
the applicable Agreement. Such reports may be available to holders of interests
in the Certificates (the "Certificateholders") upon request to their respective
DTC participants. See "Description of the Certificates--Reports to
Certificateholders" and "Description of the Agreements--Evidence as to
Compliance". The Depositor will file or cause to be filed with the Commission
such periodic reports with
134
<PAGE> 396
respect to each Trust Fund as are required under the Exchange Act, and the rules
and regulations of the Commission thereunder.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated in this prospectus by reference all documents and
reports filed or caused to be filed by the Depositor with respect to a Trust
Fund under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of Offered Certificates evidencing interests in the
Trust Fund. The Depositor will provide or cause to be provided without charge to
each person to whom this prospectus is delivered in connection with the offering
of one or more classes of Offered Certificates, a copy of any or all documents
or reports incorporated in this prospectus by reference, in each case to the
extent such documents or reports relate to one or more of such classes of such
Offered Certificates, other than the exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents. Requests
to the Depositor should be directed in writing to its principal executive office
at Seven World Trade Center, New York, New York 10048, Attention: Secretary, or
by telephone at (212) 783-5635. The Depositor has determined that its financial
statements are not material to the offering of any Offered Certificates.
135
<PAGE> 397
INDEX OF PRINCIPAL DEFINITIONS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
1998 Policy Statement....... 131
401(c) Regulations.......... 128
Accrual Certificates........ 29
Accrued Certificate
Interest................. 32
ACMs........................ 77
ADA......................... 80
Agreement................... 41
ARM Loans................... 20
Available Distribution
Amount................... 31
Book-Entry Certificates..... 30
Cash Flow Agreement......... 23
CERCLA...................... 76
Certificate................. 41
Certificate Account......... 23, 45
Certificate Balance......... 33
Certificate Owners.......... 40
Certificateholders.......... 134
Closing Date................ 86
Code........................ 83
Commercial Loans............ 16
Commercial Properties....... 16
Commission.................. 134
Committee Report............ 86
Condemnation Proceeds....... 46
Contributions Tax........... 104
Cooperatives................ 16
CPR......................... 26
Credit Support.............. 23
Crime Control Act........... 81
Cut-off Date................ 33
Debt Service Coverage
Ratio.................... 17
Definitive Certificates..... 30
Depositor................... 15, 29
Determination Date.......... 30
Distribution Date........... 30
DOL......................... 124
DTC......................... 39, 134
Due Period.................. 31
Equity Participation........ 21
</TABLE>
<TABLE>
<CAPTION>
PAGE
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<S> <C>
ERISA....................... 123
Exchange Act................ 134
Excluded Plan............... 127
Exemption................... 125
Exemption Rating Agencies... 126
FDIC........................ 45, 131
Garn Act.................... 79
Grantor Trust
Certificates............. 83
Grantor Trust Fund.......... 83
holder...................... 83
Indirect Participants....... 40
Insurance Proceeds.......... 46
IRS......................... 86
Issue Premium............... 95
L/C Bank.................... 66
Liquidation Proceeds........ 46, 47
Loan-to-Value Ratio......... 18
Lock-out Date............... 21
Lock-out Period............. 21
Mark-to-Market
Regulations.............. 100
Master Servicer............. 59
MBS......................... 15
MBS Agreement............... 21
MBS Issuer.................. 21
MBS Servicer................ 21
MBS Trustee................. 21
Mortgage Asset Seller....... 16
Mortgage Assets............. 15
Mortgage Loans.............. 15
Mortgage Notes.............. 16
Mortgage Rate............... 20
Mortgaged Properties........ 16
Mortgages................... 16
Multifamily Loans........... 16
Multifamily Properties...... 16
NCUA........................ 131
Net Leases.................. 18
Net Operating Income........ 17
New Regulations............. 109
</TABLE>
136
<PAGE> 398
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Nonrecoverable Advance...... 35
Non-SMMEA Certificates...... 129
OCC......................... 130
Offered Certificates........ 15
OID Regulations............. 83
Originator.................. 16
OTS......................... 131
Participants................ 39
Parties in Interest......... 123
Pass-Through Rate........... 32
Permitted Investments....... 45
Plan Asset Regulations...... 124
Plans....................... 123
Prepayment Assumption....... 86, 114
Prepayment Premium.......... 21
Prohibited Transactions
Tax...................... 104
PTCE........................ 128
Purchase Price.............. 42
Record Date................. 30
Related Proceeds............ 35
Relief Act.................. 81
REMIC....................... 82
REMIC Certificates.......... 82
REMIC Provisions............ 83
REMIC Regular
Certificates............. 83
REMIC Regulations........... 83
REMIC Residual
Certificates............. 83
REO Property................ 50
</TABLE>
<TABLE>
<CAPTION>
PAGE
-------
<S> <C>
REO Tax..................... 54
RICO........................ 81
Salomon Smith Barney........ 132
Senior Certificates......... 29
Servicing Standard.......... 49
SMMEA....................... 129
SPA......................... 26
Special Servicer............ 51
Spread Certificates......... 30
Stripped Interest
Certificates............. 29
Stripped Principal
Certificates............. 29
Subordinate Certificates.... 29
Sub-Servicer................ 50
Sub-Servicing Agreement..... 50
Tax Exempt Investor......... 129
Tiered MBS.................. 15
Tiered REMICs............... 85
Title V..................... 80
Trust Fund.................. 15
Trustee..................... 63
UBTI........................ 129
UCC......................... 70
Underlying Mortgage Loans... 16
United States Person........ 108
Value....................... 18
Warranting Party............ 43
Whole Loans................. 16
</TABLE>
137
<PAGE> 399
The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is "SBMS
2000-C2 Annex A-1.xls". The spreadsheet file "SBMS 2000-C2 Annex A-1.xls" is a
Microsoft Excel spreadsheet. The spreadsheet file provides, in electronic
format, particular statistical information that appears under the caption
"Description of the Mortgage Pool" in, and on Annex A-1 to, this prospectus
supplement. Defined terms used, but not otherwise defined, in the spreadsheet
file will have the respective meanings assigned to them in this prospectus
supplement. All the information contained in the spreadsheet file is subject to
the same limitations and qualifications contained in this prospectus supplement.
Prospective investors are strongly urged to read this prospectus supplement and
the accompanying prospectus in its entirety prior to accessing the spreadsheet
file.
---------------
(1) Microsoft Excel is a registered trademark of Microsoft Corporation.
<PAGE> 400
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Important Notice About the Information
Contained in This Prospectus Supplement, the
Accompanying Prospectus and the Related
Registration Statement....................... S-4
Summary of Prospectus Supplement............... S-5
Risk Factors................................... S-30
Capitalized Terms Used in this Prospectus
Supplement................................... S-59
Forward-Looking Statements..................... S-59
Description of the Mortgage Pool............... S-60
Servicing of the Underlying Mortgage Loans..... S-106
Description of the Offered Certificates........ S-127
Yield and Maturity Considerations.............. S-150
Use of Proceeds................................ S-155
Federal Income Tax Consequences................ S-156
ERISA Considerations........................... S-160
Legal Investment............................... S-165
Method of Distribution......................... S-166
Legal Matters.................................. S-167
Ratings........................................ S-168
Glossary....................................... S-170
ANNEX A-1 Characteristics of the Underlying
Mortgage Loans and the Mortgaged Real
Properties................................... A-1-1
ANNEX A-2 Information Regarding the Underlying
CTL Loans.................................... A-2-1
ANNEX B Form of Trustee Report................. B-1
ANNEX C Decrement Tables for Offered
Certificates................................. C-1
PROSPECTUS
Important Notice About Information in this
Prospectus and each Accompanying Prospectus
Supplement................................... 3
Risk Factors................................... 4
Description of the Trust Funds................. 15
Use of Proceeds................................ 24
Yield Considerations........................... 24
The Depositor.................................. 29
Description of the Certificates................ 29
Description of the Agreements.................. 41
Description of Credit Support.................. 65
Certain Legal Aspects of Mortgage Loans........ 68
Federal Income Tax Consequences................ 82
State and Other Tax Considerations............. 122
ERISA Considerations........................... 123
Legal Investment............................... 129
Method of Distribution......................... 132
Legal Matters.................................. 133
Financial Information.......................... 133
Rating......................................... 133
Available Information.......................... 134
Reports to Certificateholders.................. 134
Incorporation of Certain Information by
Reference.................................... 135
Index of Principal Definitions................. 136
</TABLE>
UNTIL NOVEMBER 19, 2000 ALL DEALERS THAT COMPLETE TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
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$710,134,000
(APPROXIMATE)
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
(DEPOSITOR)
SALOMON BROTHERS REALTY CORP.,
PAINE WEBBER REAL ESTATE SECURITIES INC.,
ARTESIA MORTGAGE CAPITAL CORPORATION, AND
ORIX REAL ESTATE CAPITAL MARKETS, LLC
(MORTGAGE LOAN SELLERS)
CLASS A-1, CLASS A-2, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F AND CLASS G
SALOMON BROTHERS COMMERCIAL
MORTGAGE TRUST 2000-C2,
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2000-C2
------------------
PROSPECTUS SUPPLEMENT
August 15, 2000
------------------
SALOMON SMITH BARNEY
PAINEWEBBER INCORPORATED
CHASE SECURITIES INC.
ARTESIA BANKING CORPORATION
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