<PAGE>
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION Commercial Mortgage Pass-Through
Certificates, Series 2000-1, December 2000
<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration File No.: 333-45884
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT MAY BE AMENDED OR COMPLETED,
DATED DECEMBER 6, 2000
PRELIMINARY PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 6, 2000)
$638,225,454 (APPROXIMATE)
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
DEPOSITOR
GENERAL ELECTRIC CAPITAL CORPORATION, THE CHASE MANHATTAN BANK
AND BEAR, STEARNS FUNDING, INC.
MORTGAGE LOAN SELLERS
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-1
------------------------
GE Capital Commercial Mortgage Corporation is offering certain classes of
the Series 2000-1 Commercial Mortgage Pass-Through Certificates, which
represent the beneficial ownership interests in a trust. The trust's assets
will primarily be 105 mortgage loans secured by first liens on 116 commercial,
multifamily and manufactured housing community properties and are generally the
sole source of payments on the certificates. The Series 2000-1 certificates are
not obligations of GE Capital Commercial Mortgage Corporation, the mortgage
loan sellers or any of their respective affiliates, and neither the
certificates nor the underlying mortgage loans are insured or guaranteed by any
governmental agency or any other person or entity.
------------------------
Certain characteristics of the offered certificates include:
<TABLE>
<CAPTION>
INITIAL CLASS CERTIFICATE INITIAL PASS-
BALANCE OR PASS- THROUGH RATE
NOTIONAL AMOUNT (1) THROUGH RATE DESCRIPTION
--------------------------- -------------- --------------
<S> <C> <C> <C>
Class A-1 ........ $112,539,000 % Fixed
------------------- ------------ --- ----------
Class A-2 ........ $432,983,315 % Fixed
------------------- ------------ --- ----------
Class X .......... $713,101,066 %(2) WAC/IO
------------------- ------------ ---- ----------
Class B .......... $ 28,524,043 % Fixed(3)
------------------- ------------ ---- ----------
Class C .......... $ 32,089,548 % Fixed(3)
------------------- ------------ ---- ----------
Class D .......... $ 8,913,763 % Fixed(3)
------------------- ------------ ---- ----------
Class E .......... $ 23,175,785 % Variable(4)
------------------- ------------ ---- ----------
<CAPTION>
EXPECTED
ASSUMED FINAL RATINGS RATED FINAL
DISTRIBUTION DATE (5) (MOODY'S/FITCH) DISTRIBUTION DATE
----------------------- ----------------- ------------------
<S> <C> <C> <C>
Class A-1 ........ May 15, 2010 Aaa/AAA January 15, 2033
------------------- --------------------- -------- ------------------
Class A-2 ........ December 15, 2010 Aaa/AAA January 15, 2033
------------------- --------------------- -------- ------------------
Class X .......... December 15, 2020 Aaa/AAA January 15, 2033
------------------- --------------------- -------- ------------------
Class B .......... December 15, 2010 Aa2/AA January 15, 2033
------------------- --------------------- -------- ------------------
Class C .......... December 15, 2010 A2/A January 15, 2033
------------------- --------------------- -------- ------------------
Class D .......... December 15, 2010 A3/A- January 15, 2033
------------------- --------------------- -------- ------------------
Class E .......... December 15, 2010 Baa2/BBB January 15, 2033
------------------- --------------------- -------- ------------------
</TABLE>
----------
(Footnotes to table on page S-6)
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved of the offered certificates or determined if
this prospectus supplement or the accompanying prospectus are truthful or
complete. Any representation to the contrary is a criminal offense.
------------------------
GE Capital Commercial Mortgage Corporation will not list the offered
certificates on any securities exchange or on any automated quotation system of
any securities association such as NASDAQ.
------------------------
INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE S-33 IN THIS PROSPECTUS SUPPLEMENT AND PAGE 14 OF THE
PROSPECTUS.
------------------------
The underwriters, Chase Securities Inc., Bear, Stearns & Co. Inc.,
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Salomon Smith
Barney Inc., will purchase the offered certificates from GE Capital Commercial
Mortgage Corporation and will offer them to the public at negotiated prices,
plus accrued interest, determined at the time of sale. Chase Securities Inc.
and Bear, Stearns & Co. Inc. are acting as co-lead managers and Chase
Securities Inc. is sole bookrunner for the offering. The underwriters also
expect to deliver the offered certificates to purchasers in book-entry form
only through the facilities of The Depository Trust Company against payment in
New York, New York on or about December 20, 2000. We expect to receive from
this offering approximately % of the initial principal amount of the offered
certificates, plus accrued interest from December 1, 2000, before deducting
expenses payable by us.
CHASE SECURITIES INC. BEAR, STEARNS & CO. INC.
Book Running Manager
DEUTSCHE BANC ALEX. BROWN J.P. MORGAN & CO. SALOMON SMITH BARNEY INC.
DECEMBER , 2000
<PAGE>
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
Commercial Mortgage Pass-Through Certificates, Series 2000-1
WASHINGTON
3 Properties
$11,958,997
1.68% of total
MONTANA
1 Property
$2,920,000
0.41% of total
MISSOURI
1 Property
$2,377,800
0.33% of total
IOWA
3 Properties
$20,840,379
2.92% of total
WISCONSIN
1 Property
$4,844,714
0.68% of total
INDIANA
1 Property
$4,494,961
0.63% of total
MICHIGAN
1 Property
$2,345,994
0.33% of total
OHIO
1 Property
$1,269,000
0.18% of total
PENNSYLVANIA
1 Property
$4,244,900
0.60% of total
WEST VIRGINIA
1 Property
$3,287,400
0.46% of total
NEW YORK
8 Properties
$30,403,951
4.26% of total
MASSACHUSETTS
2 Properties
$18,834,017
2.64% of total
CONNECTICUT
1 Property
$8,800,000
1.23% of total
NEW JERSEY
3 Properties
$9,780,819
1.37% of total
DELAWARE
1 Property
$6,320,000
0.89% of total
MARYLAND
7 Properties
$33,078,234
4.64% of total
DISTRICT OF COLUMBIA
2 Properties
$14,846,450
2.08% of total
NORTH CAROLINA
1 Property
$1,645,270
0.23% of total
VIRGINIA
4 Properties
$18,351,402
2.57% of total
GEORGIA
1 Property
$10,518,051
1.47% of total
SOUTH CAROLINA
1 Property
$2,547,541
0.36% of total
NEVADA
3 Properties
$12,442,872
1.74% of total
CALIFORNIA
21 Properties
$135,337,169
18.98% of total
ARIZONA
5 Properties
$30,710,477
4.31% of total
COLORADO
3 Properties
$21,180,046
2.97% of total
NEW MEXICO
1 Property
$4,396,863
0.62% of total
TEXAS
24 Properties
$132,449,784
18.57% of total
OKLAHOMA
2 Properties
$28,749,772
4.03% of total
ARKANSAS
3 Properties
$19,456,641
2.73% of total
LOUISIANA
2 Properties
$38,559,478
5.41% of total
TENNESSEE
4 Properties
$55,658,097
7.81% of total
FLORIDA
3 Properties
$20,449,988
2.87% of total
GEOGRAPHIC OVERVIEW OF MORTGAGE POOL
[ ] (less than or equal to) 1.00% [ ] 5.01 - 10.00%
of Initial Pool Balance of Initial Pool Balance
[ ] 1.01 - 5.00% [ ] Greater than 10.00%
of Initial Pool Balance of Initial Pool Balance
<PAGE>
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
Information about the offered certificates is contained in two separate
documents that progressively provide more detail: (a) the accompanying
prospectus, which provides general information, some of which may not apply to
the offered certificates; and (b) this prospectus supplement, which describes
the specific terms of the offered certificates. If the terms of the offered
certificates vary between this prospectus supplement and the accompanying
prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to
provide you with information that is different from that contained in this
prospectus supplement and the prospectus. The information in this prospectus
supplement is accurate only as of the date of this prospectus supplement.
This prospectus supplement begins with several introductory sections
describing the Series 2000-1 certificates and the trust in abbreviated form:
Summary of Certificates, commencing on page S-6 of this prospectus
supplement, which sets forth important statistical information relating to the
certificates;
Summary of Terms, commencing on page S-7 of this prospectus supplement,
which gives a brief introduction of the key features of the Series 2000-1
certificates and a description of the mortgage loans; and
Risk Factors, commencing on page S-33 of this prospectus supplement, which
describe risks that apply to the Series 2000-1 certificates which are in
addition to those described in the prospectus with respect to the securities
issued by the trust generally.
This prospectus supplement and the accompanying prospectus include cross
references to sections in these materials where you can find further related
discussions. The Tables of Contents in this prospectus supplement and the
prospectus identify the pages where these sections are located.
Certain capitalized terms are defined and used in this prospectus
supplement and the prospectus to assist you in understanding the terms of the
offered certificates and this offering. The capitalized terms used in this
prospectus supplement are defined on the pages indicated under the caption
"Index of Principal Definitions" beginning on page S-135 in this prospectus
supplement. The capitalized terms used in the prospectus are defined on the
pages indicated under the caption "Index of Principal Definitions" beginning on
page 109 in the prospectus.
In this prospectus supplement, the terms "Depositor," "we," "us" and"our"
refer to GE Capital Commercial Mortgage Corporation.
S-3
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
SUMMARY OF CERTIFICATES ............................ S-6
SUMMARY OF TERMS ................................... S-7
RISK FACTORS ....................................... S-33
Geographic Concentration Entails Risks .......... S-33
Risks Relating to Loan Concentrations ........... S-33
Cross-Collateralized Mortgage Loans Entail
Risks ........................................ S-35
Ability to Incur Other Borrowings Entails
Risk ......................................... S-35
Borrower May Be Unable to Repay
Remaining Principal Balance on Maturity
Date or Anticipated Prepayment Date .......... S-37
Commercial, Multifamily and
Manufactured Housing Community
Lending Is Dependent Upon Net
Operating Income ............................. S-37
Tenant Concentration Entails Risk ............... S-39
Certain Additional Risks Relating to
Tenants ...................................... S-39
Mortgaged Properties Leased to Multiple
Tenants Also Have Risks ...................... S-40
Tenant Bankruptcy Entails Risks ................. S-40
Mortgage Loans Are Nonrecourse and Are
Not Insured or Guaranteed .................... S-40
Office Properties Have Special Risks ............ S-40
Retail Properties Have Special Risks ............ S-41
Multifamily Properties Have Special Risks........ S-41
Hotel Properties Have Special Risks ............. S-42
Risks Relating to Affiliation with a
Franchise or Hotel Management
Company ...................................... S-43
Industrial Properties Have Special Risks ........ S-43
Manufactured Housing Community
Properties Have Special Risks ................ S-44
Self-Storage Properties Have Special
Risks ........................................ S-44
Credit Tenant Lease Properties Have
Special Risks ................................ S-45
Lack of Skillful Property Management
Entails Risks ................................ S-45
Some Mortgaged Properties May Not Be
Readily Convertible to Alternative Uses ...... S-45
Mortgage Loans Secured By Leasehold
Interests May Expose Investors to
Greater Risks of Default and Loss ............ S-45
Limitations of Appraisals ....................... S-46
Your Lack of Control Over Trust Fund Can
Create Risks ................................. S-46
Potential Conflicts of Interest ................. S-46
Directing Certificateholder May Direct
Special Servicer Actions ..................... S-47
</TABLE>
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Bankruptcy Proceedings Entail Certain
Risks ........................................ S-47
Risks Relating to Prepayments and
Repurchases .................................. S-48
Risks Relating to Enforceability of Yield
Maintenance Charges or Defeasance
Provisions ................................... S-49
Risks Relating to Borrower Default .............. S-49
Risks Relating to Certain Payments .............. S-50
Risks of Limited Liquidity and Market
Value ........................................ S-50
Different Timing of Mortgage Loan
Amortization Poses Certain Risks ............. S-50
Subordination of Subordinate Offered
Certificates ................................. S-50
Environmental Risks Relating to the
Mortgaged Properties ......................... S-51
Tax Considerations Relating to Foreclosure....... S-51
Risks Associated with One Action Rules .......... S-52
Property Insurance .............................. S-52
Zoning Compliance and Use Restrictions .......... S-52
Risks Relating to Costs of Compliance with
Applicable Laws and Regulations .............. S-53
No Reunderwriting of the Mortgage Loans.......... S-53
Litigation ...................................... S-53
Book-Entry Registration ......................... S-53
Risks of Inspections Relating to Properties...... S-53
Other Risks ..................................... S-53
DESCRIPTION OF THE MORTGAGE POOL ................... S-54
General ......................................... S-54
Affiliated Borrower Concentrations .............. S-55
Significant Mortgage Loans ...................... S-56
APD Loans ....................................... S-57
Credit Tenant Lease Loans ....................... S-57
Certain Terms and Conditions of the
Mortgage Loans ............................... S-58
Prepayment Provisions ........................ S-58
Defeasance; Collateral Substitution .......... S-59
Due-on-Sale and Due-on-Encumbrance
Provisions ................................ S-60
Additional Mortgage Loan Information ............ S-61
Underwritten Net Cash Flow ...................... S-69
Revenue ...................................... S-69
Expenses ..................................... S-70
Replacement Reserves ......................... S-70
Assessments of Property Condition ............... S-70
Property Inspections ......................... S-70
Appraisals ................................... S-70
Environmental Reports ........................ S-70
Building Condition Reports ................... S-71
</TABLE>
S-4
<PAGE>
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Earthquake Analyses ........................... S-71
The Mortgage Loan Sellers ........................ S-71
Underwriting Standards ........................... S-71
GECC's Underwriting Standards .................... S-71
General ....................................... S-71
Loan Analysis ................................. S-71
Loan Approval ................................. S-72
Debt Service Coverage Ratio and LTV
Ratio ...................................... S-72
Escrow Requirements ........................... S-72
Chase's Underwriting Standards ................... S-73
General ....................................... S-73
Loan Analysis ................................. S-73
Loan Approval ................................. S-73
Debt Service Coverage Ratio and LTV
Ratio ...................................... S-74
Escrow Requirements ........................... S-74
BSFI's Underwriting Standards .................... S-75
General ....................................... S-75
Loan Analysis ................................. S-75
Loan Approval ................................. S-75
Debt Service Coverage Ratio and LTV
Ratio ...................................... S-75
Escrow Requirements ........................... S-75
Representations and Warranties;
Repurchases and Substitutions ................. S-76
Lock Box Accounts ................................ S-81
DESCRIPTION OF THE CERTIFICATES ..................... S-82
General .......................................... S-82
Paying Agent, Certificate Registrar and
Authenticating Agent .......................... S-83
Book-Entry Registration and Definitive
Certificates .................................. S-83
General ....................................... S-83
Definitive Certificates ....................... S-85
Distributions .................................... S-85
Method, Timing and Amount ..................... S-85
Priority ...................................... S-87
Pass-Through Rates ............................ S-90
Interest Distribution Amount .................. S-91
Principal Distribution Amount ................. S-92
Certain Calculations with Respect to
Individual Mortgage Loans .................. S-92
Excess Interest ............................... S-93
Allocation of Yield Maintenance Charges .......... S-93
Assumed Final Distribution Date; Rated
Final Distribution Date ....................... S-93
Subordination; Allocation of Collateral
Support Deficit ............................... S-94
</TABLE>
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Advances ......................................... S-96
Appraisal Reductions ............................. S-97
Reports to Certificateholders; Certain
Available Information ......................... S-99
Voting Rights .................................... S-102
Termination; Retirement of Certificates .......... S-103
The Trustee ...................................... S-103
SERVICING OF THE MORTGAGE LOANS ..................... S-105
General .......................................... S-105
The Master Servicer .............................. S-107
The Primary Servicers ............................ S-107
The Special Servicer ............................. S-108
Replacement of the Special Servicer .............. S-108
Servicing and Other Compensation and
Payment of Expenses ........................... S-108
Maintenance of Insurance ......................... S-110
Modifications, Waiver and Amendments ............. S-111
Directing Certificateholder ...................... S-112
Limitation on Liability of Directing
Certificateholder ............................. S-112
Realization Upon Defaulted Mortgage
Loans ......................................... S-113
Inspections; Collection of Operating
Information ................................... S-115
Certain Matters Regarding the Master
Servicer, the Special Servicer and the
Depositor ..................................... S-115
Events of Default ................................ S-116
Rights Upon Event of Default ..................... S-117
Amendment ........................................ S-118
YIELD AND MATURITY CONSIDERATIONS ................... S-120
Yield Considerations ............................. S-120
General ....................................... S-120
Pass-Through Rate ............................. S-120
Rate and Timing of Principal Payments ......... S-120
Losses and Shortfalls ......................... S-121
Certain Relevant Factors ...................... S-121
Delay in Payment of Distributions ............. S-122
Unpaid Distributable Certificate Interest...... S-122
Weighted Average Life ............................ S-122
Yield Sensitivity of the Offered Certificates..... S-126
Yield Sensitivity of the Class X Certificates..... S-127
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES ..................................... S-129
METHOD OF DISTRIBUTION .............................. S-130
LEGAL MATTERS ....................................... S-131
RATINGS ............................................. S-131
LEGAL INVESTMENT .................................... S-132
ERISA CONSIDERATIONS ................................ S-132
INDEX OF PRINCIPAL DEFINITIONS ...................... S-135
</TABLE>
S-5
<PAGE>
SUMMARY OF CERTIFICATES
<TABLE>
<CAPTION>
INITIAL
CLASS
CERTIFICATE PASS- ASSUMED
BALANCE OR THROUGH FINAL
NOTIONAL APPROXIMATE RATE DISTRIBUTION
CLASS AMOUNT (1) CREDIT SUPPORT DESCRIPTION DATE (5)
------- ------------ --------------- --------------- ------------
<S> <C> <C> <C> <C>
A-1 $112,539,000 23.500% Fixed 5/10
A-2 $432,983,315 23.500% Fixed 12/10
Variable
X $713,101,066 N/A Interest Only (2) 12/10
B $ 28,524,043 19.500% Fixed (3) 12/10
C $ 32,089,548 15.000% Fixed (3) 12/10
D $ 8,913,763 13.750% Fixed (3) 12/10
E $ 23,175,785 10.500% Variable (4) 12/10
F $ 8,913,763 9.250% Variable (4) N/A
G $ 24,067,161 5.875% Fixed (3) N/A
H $ 6,239,635 5.000% Fixed (3) N/A
I $ 5,348,258 4.250% Fixed (3) N/A
J $ 7,131,010 3.250% Fixed (3) N/A
K $ 6,239,635 2.375% Fixed (3) N/A
L $ 6,239,634 1.500% Fixed (3) N/A
M $ 10,696,516 0.00% Fixed (3) N/A
<CAPTION>
INITIAL
PASS- WEIGHTED PRINCIPAL OR
THROUGH AVERAGE EXPECTED NOTIONAL
RATE LIFE RATINGS PRINCIPAL
CLASS (APPROX.) (YRS.) (6) CUSIP NO. (MOODY'S/FITCH) WINDOW (6)
------- --------- ---------- --------- --------------- -------------
<S> <C> <C> <C> <C> <C>
A-1 % 5.7 Aaa/AAA 1/01 - 5/10
A-2 % 9.78 Aaa/AAA 5/10 - 12/10
X % 9.22 Aaa/AAA 1/01 - 12/20
B % 9.98 Aa2/AA 12/10 - 12/10
C % 9.98 A2/A 12/10 - 12/10
D % 9.98 A3/A- 12/10 - 12/10
E % 9.98 Baa2/BBB 12/10 - 12/10
F % N/A N/A N/A N/A
G % N/A N/A N/A N/A
H % N/A N/A N/A N/A
I % N/A N/A N/A N/A
J % N/A N/A N/A N/A
K % N/A N/A N/A N/A
L % N/A N/A N/A N/A
M % N/A N/A N/A N/A
</TABLE>
(1) Approximate, subject to a permitted variance of plus or minus 10%.
(2) The pass-through rate on the Class X certificates will be equal to the
excess, if any, of (1) the weighted average of the net interest rates on
the mortgage loans determined without regard to any reductions in the
interest rate resulting from modification of the mortgage loans (in each
case converted to a rate expressed on the basis of a 360-day year
consisting of twelve 30-day months), over (2) the weighted average of the
pass-through rates of the other certificates (other than the residual
certificates and the Class S certificates) as described in this
prospectus supplement.
(3) For any distribution date, if the weighted average of the net interest
rates on the mortgage loans determined without regard to any reductions
in the interest rate resulting from modification of the mortgage loans
(in each case converted to a rate expressed on the basis of a 360-day
year consisting of twelve 30-day months) as of the first day of the
related due period is less than the rate specified for the Class B, Class
C, Class D, Class G, Class H, Class I, Class J, Class K, Class L and
Class M certificates with respect to the distribution date, then the
pass-through rate for that class of certificates on that distribution
date will equal such weighted average net mortgage interest rate.
(4) It is anticipated that the pass-through rate applicable to the Class E
and Class F certificates on each distribution date will be equal to the
weighted average of the net interest rates on the mortgage loans
determined without regard to any reductions in the interest rate
resulting from modification of the mortgage loans (in each case converted
to a rate expressed on the basis of a 360-day year consisting of twelve
30-day months) minus % per annum.
(5) The assumed final distribution dates set forth in this prospectus
supplement have been determined on the basis of the assumptions described
in "Description of the Certificates--Assumed Final Distribution Date;
Rated Final Distribution Date" in this prospectus supplement. The rated
final distribution date for each class of certificates is January 15,
2033. See "Description of the Certificates--Assumed Final Distribution
Date; Rated Final Distribution Date" in this prospectus supplement.
(6) The weighted average life and period during which distributions of
principal would be received (or applied in the case of the notional
amount of Class X certificates) set forth in the foregoing table with
respect to each class of certificates is based on the assumptions set
forth under "Yield and Maturity Considerations--Weighted Average Life" in
this prospectus supplement and on the assumptions that there are no
prepayments (other than on each anticipated prepayment date, if any) or
losses on the mortgage loans and that there are no extensions of maturity
dates of mortgage loans.
The Class F, Class G, Class H, Class I, Class J, Class K, Class L and
Class M certificates are not offered by this prospectus supplement. The Class
S, Class R and Class LR certificates are not offered by this prospectus
supplement or represented in this table.
S-6
<PAGE>
SUMMARY OF TERMS
This summary highlights selected information from this prospectus
supplement. It does not contain all of the information you need to consider in
making your investment decision. To understand all of the terms of the offering
of the offered certificates, read this entire document and the accompanying
prospectus carefully.
RELEVANT PARTIES AND DATES
Depositor................... GE Capital Commercial Mortgage Corporation, a
Delaware corporation. The principal executive
offices of the depositor are located at 292 Long
Ridge Road, Stamford, Connecticut 06927 and its
telephone number is (203) 357-4000. The depositor
is a wholly-owned subsidiary of General Electric
Capital Corporation. All outstanding common stock
of General Electric Capital Corporation is owned
by General Electric Capital Services, Inc., the
common stock of which is in turn wholly owned
directly or indirectly by The General Electric
Company. See "The Depositor" in the prospectus.
Master Servicer............. GE Capital Loan Services, Inc., a Delaware
corporation. The master servicer's principal
address is 363 North Sam Houston Parkway East,
Suite 140, Houston, Texas 77060, and its
telephone number is (281) 405-7000. See
"Servicing of the Mortgage Loans--The Master
Servicer" in this prospectus supplement.
Primary Servicers........... The Chase Manhattan Bank, a New York banking
corporation, will act as the primary servicer of
the mortgage loans sold to the depositor by The
Chase Manhattan Bank pursuant to a subservicing
agreement between the master servicer and The
Chase Manhattan Bank. On September 13, 2000, The
Chase Manhattan Corporation and J.P. Morgan & Co.
Incorporated announced their agreement to merge.
The merger is anticipated to occur no later than
the first quarter of 2001. The Chase Manhattan
Bank is a subsidiary of The Chase Manhattan
Corporation. GE Capital Loan Services, Inc., as
master servicer, will be responsible for the
primary servicing of the mortgage loans sold to
the depositor by General Electric Capital
Corporation and Bear, Stearns Funding, Inc. Under
the pooling and servicing agreement and the
subservicing agreements, the primary servicers
are permitted to hire subservicers with respect
to their primary servicing duties, and each of
The Chase Manhattan Bank and GE Capital Loan
Services, Inc. has informed the depositor that it
intends to use one or more subservicers on
certain of the mortgage loans. See "Servicing of
the Mortgage Loans--The Primary Servicers" in
this prospectus supplement.
Special Servicer............ Lend Lease Asset Management, L.P., a Texas
limited partnership. The special servicer's
address is 700 North Pearl Street, Suite 2400,
Dallas, Texas 75201, and its telephone number is
(214) 758-5800. See "Servicing of the Mortgage
Loans--The Special Servicer" in this prospectus
supplement.
S-7
<PAGE>
Trustee..................... Wells Fargo Bank Minnesota, N.A., a national
banking association. The trustee's address is
11000 Broken Land Parkway, Columbia, Maryland
21044-3562, and its telephone number is (410)
884-2000. See "Description of the
Certificates--The Trustee" in this prospectus
supplement.
Paying Agent................ The Chase Manhattan Bank. The Chase Manhattan
Bank will also act as the certificate registrar
and authenticating agent. The paying agent's
address is 450 West 33rd Street, 14th Floor, New
York, New York 10001, and its telephone number is
(212) 946-3200. See "Description of the
Certificates--Paying Agent, Certificate Registrar
and Authenticating Agent" in this prospectus
supplement.
Mortgage Loan Sellers....... General Electric Capital Corporation, a New
York corporation, which is contributing
approximately 66.82% of the mortgage loans by
aggregate principal balance as of the cut-off
date, The Chase Manhattan Bank, which is
contributing approximately 19.21% of the mortgage
loans by aggregate principal balance as of the
cut-off date, and Bear, Stearns Funding, Inc., a
Delaware corporation, which is contributing
approximately 13.97% of the mortgage loans by
aggregate principal balance as of the cut-off
date. General Electric Capital Corporation is an
affiliate of the master servicer and the parent
of the depositor. The Chase Manhattan Bank is
also a primary servicer, the paying agent and an
affiliate of Chase Securities Inc., one of the
underwriters. Bear, Stearns Funding, Inc. is an
affiliate of Bear, Stearns & Co. Inc., one of the
underwriters. See "Description of the Mortgage
Pool--The Mortgage Loan Sellers" in this
prospectus supplement.
Cut-off Date................ December 10, 2000.
Closing Date................ On or about December 20, 2000.
Distribution Date........... The 15th day of the month or, if that day is
not a business day, the next business day,
beginning in January 2001, provided that the
distribution date will be no earlier than the
fourth business day following the related
determination date.
Interest Accrual Period..... Interest will accrue on the offered
certificates during the calendar month prior to
the related distribution date and will be
calculated assuming that each month has 30 days
and each year has 360 days.
Due Period.................. The period commencing on the second day of the
month preceding the month in which the related
distribution date occurs and ending on the first
day of the month in which the related
distribution date occurs, or, with respect to 17
mortgage loans, representing approximately 19.21%
of the aggregate principal balance of the pool of
mortgage loans as of the cut-off
S-8
<PAGE>
date, the period commencing on the 11th day of
the month preceding the month in which the
related distribution date occurs and ending on
the 10th day of the month in which the related
distribution date occurs.
Determination Date.......... The 11th day of the month in which the related
distribution date occurs, or if the 11th day is
not a business day, then the immediately
following business day.
OFFERED SECURITIES
General..................... We are offering the following seven classes of
commercial mortgage pass-through certificates as
part of Series 2000-1:
o Class A-1
o Class A-2
o Class X
o Class B
o Class C
o Class D
o Class E
Series 2000-1 will consist of a total of 18
classes, the following eleven of which are not
being offered through this prospectus supplement
and the accompanying prospectus: Class F, Class
G, Class H, Class I, Class J, Class K, Class L,
Class M, Class S, Class R and Class LR.
The Series 2000-1 certificates will collectively
represent beneficial ownership interests in a
trust created by GE Capital Commercial Mortgage
Corporation. The trust's assets will primarily
be 105 mortgage loans secured by first liens on
116 commercial, multifamily and manufactured
housing community properties.
Certificate Principal Amounts
and Notional Amount....... Your certificates will have the approximate
aggregate initial principal amount or notional
amount set forth below, subject to a variance of
plus or minus 10%:
<TABLE>
<S> <C> <C>
Class A-1 ......... $112,539,000 principal amount
Class A-2 ......... $432,983,315 principal amount
Class X ........... $713,101,066 notional amount
Class B ........... $ 28,524,043 principal amount
Class C ........... $ 32,089,548 principal amount
Class D ........... $ 8,913,763 principal amount
Class E ........... $ 23,175,785 principal amount
</TABLE>
The notional amount of the Class X certificates
will generally be equal to the aggregate
principal amount of the certificates having
principal balances as of the preceding
distribution date after giving effect to the
distribution of principal on that distribution
date or, in the case of the first distribution
date, the closing date.
See "Description of the Certificates--General"
in this prospectus supplement.
S-9
<PAGE>
Pass-Through Rates
A. Offered Certificates
(Other Than Class E and
Class X)................. Your certificates will accrue interest at an
annual rate called a pass-through rate which is
set forth below for each class other than the
Class E and Class X certificates:
<TABLE>
<S> <C>
Class A-1 ......... %
Class A-2 ......... %
Class B ........... %(1)
Class C ........... %(1)
Class D ........... %(1)
</TABLE>
----------
(1) For any distribution date, if the weighted
average of the net interest rates on the
mortgage loans determined without regard
to any reductions in the interest rate
resulting from modification of the
mortgage loans (in each case converted to
a rate expressed on the basis of a 360-day
year consisting of twelve 30-day months
and net of all servicing and trustee fees)
as of the first day of the related due
period is less than the rate specified for
the Class B, Class C or Class D
certificates with respect to the
distribution date, then the pass-through
rate for that class of certificates on
that distribution date will equal such
weighted average net mortgage interest
rate.
B. Class E and Class X
Certificates ............ If you invest in the Class E certificates, your
pass-through rate will be equal to the weighted
average interest rate of the mortgage loans (in
each case converted to a rate expressed on the
basis of a 360-day year consisting of twelve
30-day months and net of all servicing and
trustee fees), less % per annum.
If you invest in the Class X certificates, your
pass-through rate will be equal to the excess,
if any, of (1) the weighted average interest
rate of the mortgage loans (in each case
converted to a rate expressed on the basis of a
360-day year consisting of twelve 30-day months
and net of all servicing and trustee fees) over
(2) the weighted average of the pass-through
rates of the other certificates (other than the
Class S, Class R and Class LR certificates) as
described in this prospectus supplement. The
weighting will be based upon the respective
principal amounts of those classes.
C. Interest Rate Calculation
Convention............... Interest on your certificates will be
calculated based on a 360-day year consisting of
twelve 30-day months (i.e., a 30/360 basis).
For purposes of calculating the limit on the
pass-through rates on the Class B, Class C,
Class D and Class E and the pass-through rate on
the Class X and non-offered certificates, the
mortgage loan interest rates will not reflect
any default interest rate, any rate increase
occurring after an anticipated prepayment date,
any loan term modifications agreed to by the
special servicer or any modifications resulting
from a borrower's bankruptcy or
S-10
<PAGE>
insolvency. In addition, all of the mortgage
loans accrue interest based on a 360-day year
and the actual number of days elapsed, also
known as an actual/360 basis. The interest rate
for each mortgage loan will be recalculated so
that the amount of interest that would accrue at
that rate in that month, calculated on a 30/360
basis, will equal the amount of interest that is
required to be paid on that mortgage loan in
that month, subject to certain adjustments as
described in "Description of the
Certificates--Distributions--Pass-Through Rates"
in this prospectus supplement. See "Description
of the Certificates--Distributions--Pass-Through
Rates" and "Description of the
Certificates--Distributions--Interest
Distribution Amount" in this prospectus
supplement.
Distributions
A. Amount and Order of
Distributions............ On each distribution date, funds available for
distribution from the mortgage loans, net of
specified trust expenses, will be distributed in
the following amounts and order of priority:
First/Class A-1, Class A-2 and Class X: To
interest on Class A-1, Class A-2 and Class X,
pro rata, in accordance with their interest
entitlements.
Second/Class A-1 and Class A-2: To the extent of
funds allocated to principal, to principal on
Class A-1 and Class A-2, in that order, until
reduced to zero. If the principal amount of each
class of certificates other than Class A-1 and
Class A-2 has been reduced to zero, funds
available for principal will be distributed to
Class A-1 and Class A-2, pro rata, rather than
sequentially.
Third/Class A-1 and Class A-2: After the
principal amount of each class of certificates
other than Class A-1 and Class A-2 has been
reduced to zero, to reimburse Class A-1 and
Class A-2, pro rata, for any previously
unreimbursed losses on the mortgage loans
allocable to principal that were previously
borne by those classes, together with interest.
Fourth/Class B: To Class B as follows: (a) to
interest on Class B in the amount of its
interest entitlement; (b) to the extent of funds
allocated to principal remaining after
distributions in respect of principal to each
Class with a higher priority (in this case,
Class A-1 and Class A-2), to principal on Class
B until reduced to zero; and (c) to reimburse
Class B for any previously unreimbursed losses
on the mortgage loans allocable to principal
that were previously borne by that class,
together with interest.
Fifth/Class C: To Class C in a manner analogous
to the Class B allocations of priority Fourth
above.
Sixth/Class D: To Class D in a manner analogous
to the Class B allocations of priority Fourth
above.
Seventh/Class E: To Class E in a manner
analogous to the Class B allocations of priority
Fourth above.
S-11
<PAGE>
Eighth/Non-offered Certificates: In the amounts
and order of priority described in "Description
of the Certificates--Distributions--Priority" in
this prospectus supplement.
B. Interest and Principal
Entitlements............ A description of each class's interest
entitlement can be found in "Description of the
Certificates--Distributions--Interest
Distribution Amount" in this prospectus
supplement.
A description of the amount of principal
required to be distributed to the classes
entitled to principal on a particular
distribution date also can be found in
"Description of the
Certificates--Distributions--Principal
Distribution Amount" in this prospectus
supplement.
C. Yield Maintenance
Charges ................. Yield maintenance charges with respect to the
related mortgage loan will be allocated between
the offered certificates and the Class X
certificates by using the Base Interest Fraction,
as defined herein.
For an explanation of the calculation of yield
maintenance charges, see "Description of the
Mortgage Pool--Certain Terms and Conditions of
the Mortgage Loans--Prepayment Provisions" in
this prospectus supplement.
See "Description of the Certificates--Allocation
of Yield Maintenance Charges" in this prospectus
supplement.
Subordination
A. General.................. The chart below describes the manner in which
the payment rights of certain classes will be
senior or subordinate, as the case may be, to the
payment rights of other classes. The chart shows
the entitlement to receive principal and interest
(other than excess interest) on any distribution
date in descending order (beginning with the
Class A-1, Class A-2 and Class X certificates).
It also shows the manner in which mortgage loan
losses are allocated in ascending order
(beginning with the other Series 2000-1
certificates that are not being offered by this
prospectus supplement). However, no principal
payments or loan losses will be allocated to the
Class X certificates, although loan losses will
reduce the notional amount of the Class X
certificates and, therefore, the amount of
interest they accrue.
S-12
<PAGE>
Class A-1, Class A-2,
Class X*
|
Class B
|
Class C
|
Class D
|
Class E
|
private
certificates **
* The Class X certificates are interest-only
certificates.
** Other than the Class S, Class R and Class
LR certificates.
No other form of credit enhancement will be
available for the benefit of the holders of the
offered certificates.
Any allocation of a loss to a class of
certificates will reduce the principal amount of
that class.
See "Description of the Certificates" in this
prospectus supplement.
B. Shortfalls in
Available Funds.......... The following types of shortfalls in available
funds will reduce distributions to the classes of
certificates with the lowest payment priorities:
shortfalls resulting from additional
compensation, other than the servicing fee, which
the master servicer or the special servicer is
entitled to receive; shortfalls resulting from
interest on advances made by the master servicer,
the special servicer or the trustee (to the
extent not covered by
S-13
<PAGE>
default interest and late charges paid by the
borrower); shortfalls resulting from
extraordinary expenses of the trust; and
shortfalls resulting from a modification of a
mortgage loan's interest rate or principal
balance or from other unanticipated or
default-related expenses of the trust.
See "Description of the Certificates--
Distributions--Priority" in this prospectus
supplement.
Advances
A. P&I Advances............. The master servicer is required to advance
delinquent periodic mortgage loan payments if it
determines that the advance will be recoverable.
The master servicer will not be required to
advance balloon payments due at maturity in
excess of a regular periodic payment, interest in
excess of a mortgage loan's regular interest rate
or yield maintenance charges. The master servicer
also is not required to advance amounts deemed
non-recoverable. There may be other circumstances
in which the master servicer will not be required
to advance one full month of principal and/or
interest. If the master servicer fails to make a
required advance, the trustee will be required to
make the advance. See "Description of the
Certificates--Advances" in this prospectus
supplement. If an interest advance is made, the
master servicer will not advance its servicing
fee, but will advance the trustee's fee.
B. Property Protection
Advances ................ The master servicer or, in certain instances, the
special servicer, may be required to make
advances to pay delinquent real estate taxes,
assessments and hazard insurance premiums and
similar expenses necessary to protect and
maintain the mortgaged property, to maintain the
lien on the mortgaged property or enforce the
related mortgage loan documents. If the master
servicer fails to make a required advance of this
type, the trustee is required to make this
advance. None of the master servicer, the special
servicer nor the trustee is required to advance
amounts deemed non-recoverable. See "Description
of the Certificates--Advances" in this prospectus
supplement.
C. Interest on Advances..... The master servicer, the special servicer and
the trustee, as applicable, will be entitled to
interest on these advances, compounded monthly,
at the "Prime Rate" as published in The Wall
Street Journal as described in this prospectus
supplement; provided, however, that with respect
to advances for periodic mortgage loan payments
made prior to the expiration of any grace period
for such mortgage loan, interest on such advances
will only accrue from and after the expiration of
such grace period. Interest accrued on
outstanding advances may result in reductions in
amounts otherwise payable on the certificates.
See "Description of the Certificates--Advances"
and "--Subordination; Allocation of Collateral
Support Deficit" in this prospectus supplement
and "Description of the Certificates-- Advances
in Respect of Delinquencies" and "Description of
the Pooling Agreements--Certificate Account" in
the prospectus.
S-14
<PAGE>
THE MORTGAGE LOANS
The Mortgage Pool........... The trust's primary assets will be 105 fixed
rate mortgage loans, each evidenced by one or
more promissory notes secured by first mortgages,
deeds of trust or similar security instruments on
the fee and/or leasehold estate of the related
borrower in 116 commercial, multifamily and
manufactured housing community properties.
The following tables set forth certain
anticipated characteristics of the mortgage
loans as of the later of the cut-off date or the
origination date. The sum in any column may not
equal the indicated total due to rounding.
Unless otherwise indicated, all figures
presented in this summary section are calculated
as described under "Description of the Mortgage
Pool--Additional Mortgage Loan Information" in
this prospectus supplement and all percentages
represent the indicated percentage of the
aggregate principal balance of the pool of
mortgage loans as of the later of the cut-off
date or the origination date. The principal
balance of each mortgage loan as of the later of
the cut-off date or the origination date assumes
the timely receipt of principal scheduled to be
paid in December 2000 on each mortgage loan and
no defaults, delinquencies or prepayments on any
mortgage loan as of the cut-off date.
The mortgage loans will have the following
approximate characteristics as of the cut-off
date:
<TABLE>
<S> <C>
Aggregate principal balance (1) ..... $713,101,067
Number of mortgage loans ............ 105
Number of mortgaged properties....... 116
Number of balloon mortgage
loans (2) ........................... 98
Number of mortgage loans with
anticipated prepayment dates......... 2
Number of fully amortizing
mortgage loans ...................... 5
Range of mortgage loan principal
balances ............................ $1,165,000 to $36,600,000
Average mortgage loan principal
balance ............................. $ 6,791,439
Range of mortgage rates ............. 7.70% to 9.00%
Weighted average mortgage rate....... 8.201%
Range of original terms to
maturity (3) ........................ 60 to 240 months
Weighted average original term to
maturity (3) ........................ 119 months
</TABLE>
S-15
<PAGE>
<TABLE>
<S> <C>
Range of remaining terms to
maturity (3) .............................. 58 months to 240 months
Weighted average remaining term
to maturity (3) ........................... 117 months
Range of original amortization
terms (4) ................................. 218 months to 360 months
Weighted average original
amortization term (4) ..................... 346 months
Range of remaining amortization
terms (4) ................................. 216 months to 360 months
Weighted average remaining
amortization term (4) ..................... 345 months
Range of loan-to-value ratios (5) ......... 34.83% to 80.91%
Weighted average loan-to-value
ratio (5) ................................. 71.34%
Range of loan-to-value ratios as of
the maturity date (3)(5) .................. 28.76% to 74.42%
Weighted average loan-to-value
ratio as of the maturity date (3)(5) ...... 63.60%
Range of occupancy rates (6) .............. 75.58% to 100.0%
Weighted average occupancy
rate (6) .................................. 96.73%
Range of debt service coverage
ratios (5)(7) ............................. 1.05x to 2.42x
Weighted average debt service
coverage ratio (5)(7) ..................... 1.36x
</TABLE>
----------
(1) Subject to a permitted variance of plus or
minus 10%.
(2) Includes one mortgage loan that pays
interest-only for its entire term,
representing approximately 0.77% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date, and
another mortgage loan, representing
approximately 1.94% of the aggregate
principal balance of the mortgage loans as
of the cut-off date, that pays
interest-only for the first 25 months of
its term.
(3) In the case of 2 mortgage loans, the
anticipated prepayment date.
(4) Excludes the 1 mortgage loan that pays
interest-only for its entire term.
(5) Excludes 5 credit tenant lease loans,
representing approximately 1.03% of the
aggregate principal balance of the pool of
the mortgage loans as of the cut-off date;
if the credit tenant lease loans are
included, the range of loan-to-value
ratios is 34.83% to 89.62%, the weighted
average loan-to-value ratio is 71.50%,
weighted average loan-to-value ratio as of
the maturity date is 62.96%, the range of
debt service coverage ratio is 1.04x to
2.42x and the weighted average debt
service coverage ratio is 1.35x.
S-16
<PAGE>
(6) Excludes 12 hotel properties, representing
approximately 14.12% of the aggregate
principal balance of the pool of mortgage
loans as of the cut-off date, which have
occupancy rates that generally range from
54.60% to 80.20%; if the mortgage loans
secured by hotel properties are included,
the range of occupancy rates of all the
mortgaged properties is 54.60% to 100.00%
and the weighted average occupancy rate of
all the mortgaged properties is 93.07%.
(7) Includes 1 mortgage loan with a debt
service coverage ratio of 1.05x,
representing approximately 2.16% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date,
which has a cash escrow, as described
below in "--Significant Mortgage
Loans--Parkway Tower Loan." No other
mortgage loan has a debt service coverage
ratio less than 1.20x.
SELLERS OF THE MORTGAGE LOANS
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF PRINCIPAL
MORTGAGE BALANCE OF THE % OF INITIAL
LOANS/MORTGAGED MORTGAGE POOL
SELLER PROPERTIES LOANS BALANCE
-------------------------- ----------------- ---------------- -------------
<S> <C> <C> <C>
General Electric Capital
Corporation ............ 75/83 $476,457,116 66.82%
The Chase Manhattan
Bank ................... 17/17 137,004,206 19.21
Bear, Stearns Funding,
Inc. ................... 13/16 99,639,745 13.97
----- ------------ ------
Total .................. 105/116 $713,101,067 100.00%
======= ============ ======
</TABLE>
CURRENT USES OF THE MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL
NUMBER OF BALANCE OF THE % OF INITIAL
MORTGAGED MORTGAGE POOL
CURRENT USE PROPERTIES LOANS BALANCE
------------------------------- ------------ ---------------- -------------
<S> <C> <C> <C>
Office ...................... 24 $171,879,544 24.10%
Multifamily ................. 19 151,204,259 21.20
Anchored Retail ............. 21 117,968,413 16.54
Industrial .................. 9 69,263,590 9.71
Full-Service Hotel .......... 3 64,125,305 8.99
Unanchored Retail ........... 14 49,230,246 6.90
Limited-Service Hotel ....... 9 36,600,000 5.13
Manufactured Housing......... 5 23,051,303 3.23
Self-Storage ................ 7 22,418,959 3.14
Credit Tenant Lease (1) ..... 5 7,359,448 1.03
-- ------------ ------
Total ....................... 116 $713,101,067 100.00%
=== ============ ======
</TABLE>
----------
(1) Tenants are subsidiaries of CVS
Corporation, which is rated "A" by
Standard & Poor's Ratings Services and
"A3" by Moody's Investors Service, Inc.,
and which guarantees the credit lease
obligations of its subsidiaries.
S-17
<PAGE>
PROPERTY TYPE
[GRAPHIC OMITTED]
Multifamily 21.20%
Office 24.10%
Credit Tenant Lease 1.03%
Self-Storage 3.14%
Manufactured Housing 3.23%
Limited-Service Hotel 5.13%
Unanchored Retail 6.90%
Full-Service Hotel 8.99%
Industrial 9.71%
Anchored Retail 16.54%
The mortgaged properties are located in 31
states and the District of Columbia. The
following table lists the states which have
concentrations of mortgaged properties above 5%:
GEOGRAPHIC DISTRIBUTION (1)
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL
NUMBER OF BALANCE OF THE % OF INITIAL
MORTGAGED MORTGAGE POOL
STATE PROPERTIES LOANS BALANCE
------------------------ ------------ ---------------- -------------
<S> <C> <C> <C>
California ........... 21 $135,337,169 18.98%
Texas ................ 24 132,449,784 18.57
Tennessee ............ 4 55,658,097 7.81
Louisiana ............ 2 38,559,478 5.41
Other States ......... 65 351,096,539 49.24
-- ------------ ------
Total ................ 116 $713,101,067 100.00%
=== ============ ======
</TABLE>
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (generally
allocating the mortgage loan principal
amount to each of those properties by the
appraised values of the mortgaged
properties and/or each mortgaged
property's underwritten net cash flow if
not otherwise specified in the related
loan agreement).
S-18
<PAGE>
RANGE OF MORTGAGE RATES
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF PRINCIPAL
MORTGAGE BALANCE OF THE % OF INITIAL
LOANS/MORTGAGED MORTGAGE POOL
RANGE OF MORTGAGE RATES PROPERTIES LOANS BALANCE
---------------------------- ----------------- ---------------- -------------
<S> <C> <C> <C>
7.700% to 7.899% ......... 7/7 $ 51,800,597 7.26%
7.900% to 8.099% ......... 29/32 214,137,515 30.23
8.100% to 8.199% ......... 17/17 86,893,653 12.19
8.200% to 8.399% ......... 37/45 252,751,654 35.44
8.400% to 8.599% ......... 9/9 58,709,969 8.23
8.600% to 8.799% ......... 5/5 44,026,859 6.17
8.800% to 9.000% ......... 1/1 4,780,819 0.67
----- ------------ ------
Total .................... 105/116 $713,101,067 100.00%
======= ============ ======
</TABLE>
RANGE OF PRINCIPAL BALANCES
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF PRINCIPAL
MORTGAGE BALANCE OF THE % OF INITIAL
RANGE OF CUT-OFF DATE LOANS/MORTGAGED MORTGAGE POOL
BALANCES PROPERTIES LOANS BALANCE
----------------------- ----------------- ---------------- -------------
<S> <C> <C> <C>
$1,165,000 to
$3,000,000........... 33/33 $ 69,729,343 9.78%
$3,000,001 to
$5,000,000 .......... 22/24 88,733,757 12.44
$5,000,001 to
$9,000,000 .......... 25/25 174,294,933 24.44
$9,000,001 to
$15,000,000 ......... 16/17 184,935,977 25.93
$15,000,001 to
$20,000,000.......... 5/5 82,789,249 11.61
$20,000,001 to
$30,000,000.......... 2/2 43,551,572 6.11
$30,000,001 to
$36,600,000.......... 2/10 69,066,236 9.69
----- ------------ ------
Total ............... 105/116 $713,101,067 100.00%
======= ============ ======
</TABLE>
S-19
<PAGE>
RANGE OF DSCRS (1)
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF PRINCIPAL
MORTGAGE BALANCE OF THE % OF INITIAL
LOANS/MORTGAGED MORTGAGE POOL
RANGE OF DSCRS PROPERTIES LOANS BALANCE
-------------------------------- ----------------- ---------------- -------------
<S> <C> <C> <C>
1.0500x to 1.199x (2) ........ 1/1 $ 15,683,486 2.20%
1.200x to 1.229x ............. 21/21 167,060,543 23.43
1.230x to 1.259x ............. 18/18 137,088,125 19.22
1.260x to 1.299x ............. 23/23 100,753,935 14.13
1.300x to 1.369x ............. 14/14 86,590,205 12.14
1.370x to 1.499x ............. 16/16 121,926,036 17.10
1.500x to 2.420x ............. 7/18 76,639,289 10.75
----- ------------ -----
Total ........................ 100/111 $705,741,619 98.97%
======= ============ =====
</TABLE>
----------
(1) Excludes 5 credit tenant lease loans,
representing approximately 1.03% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date.
(2) Includes 1 mortgage loan with a debt
service coverage ratio of 1.05x,
representing approximately 2.20% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date,
which has a cash escrow, as described
below in "--Significant Mortgage
Loans--Parkway Tower Loan."
RANGE OF LTV RATIOS (1)
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF PRINCIPAL
MORTGAGE BALANCE OF THE % OF INITIAL
LOANS/MORTGAGED MORTGAGE POOL
RANGE OF LTV RATIOS PROPERTIES LOANS BALANCE
---------------------------- ----------------- ---------------- -------------
<S> <C> <C> <C>
34.83% to 59.99% ......... 9/20 $ 84,466,237 11.84%
60.00% to 64.99% ......... 7/7 24,487,963 3.43
65.00% to 68.99% ......... 15/15 82,098,438 11.51
69.00% to 72.99% ......... 19/19 151,843,303 21.29
73.00% to 76.99% ......... 24/24 169,133,174 23.72
77.00% to 79.99% ......... 21/21 152,520,454 21.39
80.00% to 80.91% ......... 5/5 41,192,051 5.78
----- ------------ -----
Total .................... 100/111 $705,741,619 98.97%
======= ============ =====
</TABLE>
----------
(1) Excludes 5 credit tenant lease loans,
representing approximately 1.03% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date.
S-20
<PAGE>
RANGE OF REMAINING TERM TO MATURITY DATE
OR ANTICIPATED PREPAYMENT DATE
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF PRINCIPAL
MORTGAGE BALANCE OF THE % OF INITIAL
RANGE OF REMAINING LOANS/MORTGAGED MORTGAGE POOL
TERMS (MOS.) PROPERTIES LOANS BALANCE
---------------------- ----------------- ---------------- -------------
<S> <C> <C> <C>
58 to 79 .......... 3/3 $ 19,932,906 2.80%
80 to 99 .......... 1/1 9,350,000 1.31
100 to 115 ......... 6/6 53,204,165 7.46
116 to 118 ......... 43/43 308,569,818 43.27
119 to 120 ......... 47/58 314,684,730 44.13
121 to 220 ......... 1/1 1,645,270 0.23
221 to 240 ......... 4/4 5,714,178 0.80
----- ------------ ------
Total .............. 105/116 $713,101,067 100.00%
======= ============ ======
</TABLE>
All of the mortgage loans bear interest at fixed
rates.
The mortgage loans require the borrowers to make
scheduled payments of principal and/or interest
on the following days of each month (in some
cases, subject to the indicated grace periods
described below): 88 of the mortgage loans,
representing approximately 80.79% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date, provide
for scheduled payments of principal and/or
interest due on the 1st day of each month, and
17 mortgage loans, representing approximately
19.21% of the aggregate principal balance of the
pool of the mortgage loans as of the cut-off
date, provide for scheduled payments of
principal and/or interest due on the 10th day of
each month. Except with respect to 1 mortgage
loan, representing approximately 1.25% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date, which
provides for a grace period that does not exceed
10 days, all of the mortgage loans whose due
date is the 1st day of each month provide for a
grace period of five days. One mortgage loan,
representing approximately 0.26% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date, has a
grace period which extends beyond the
determination date. To the extent any payment on
that mortgage loan is not received by the
determination date, the master servicer will
make an administrative advance. No interest will
accrue on such advance until the expiration of
the related grace period. See "Description of
the Mortgage Pool--Certain Terms and Conditions
of the Mortgage Loans" in this prospectus
supplement.
All of the mortgage loans accrue interest on an
actual/360 basis.
See "Description of the Mortgage Pool--Certain
Terms and Conditions of the Mortgage Loans" in
this prospectus supplement.
S-21
<PAGE>
AMORTIZATION TYPES
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF PRINCIPAL
MORTGAGE BALANCE OF THE % OF INITIAL
LOANS/MORTGAGED MORTGAGE POOL
TYPE OF AMORTIZATION PROPERTIES LOANS BALANCE
------------------------------ ----------------- ---------------- -------------
<S> <C> <C> <C>
Balloon Loans (1) .......... 97/100 $648,936,388 91.00%
APD Loans .................. 2/10 51,305,230 7.19
Fully Amortizing Loans ..... 5/5 7,359,448 1.03
Interest-only Loans (2) .... 1/1 5,500,000 0.77
------ ------------ ------
Total ...................... 105/116 $713,101,067 100.00%
======= ============ ======
</TABLE>
----------
(1) Excludes the 1 mortgage loan that pays
interest-only for the life of the loan and
the 2 mortgage loans with anticipated
prepayment dates.
(2) This mortgage loan provides for monthly
payments of interest-only over the entire
term of the mortgage loan and the payment
of the entire principal amount of the
mortgage loan at maturity.
All of the mortgage loans identified as "fully
amortizing loans" provide for the accrual of
interest on the basis of the actual number of
days elapsed in each payment period and a year
assumed to consist of 360 days. As a result, the
scheduled payments due on the maturity date will
be greater than the other scheduled payments for
those mortgage loans.
2 mortgage loans, representing approximately
7.19% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date,
provide for an increase in the related interest
rate after a certain date, the anticipated
prepayment date. The interest accrued in excess
of the original rate, together with any interest
on that accrued interest, will be deferred and
will not be paid until the principal balance of
the related mortgage loan has been paid. Any
amount received in respect of that deferred
interest will be distributed to the holders of
the Class S certificates.
In addition, after the anticipated prepayment
date, cash flow in excess of that required for
debt service and certain budgeted expenses with
respect to the related mortgaged property will
be applied towards the payment of principal
(without payment of a yield maintenance charge)
of the related mortgage loan until its principal
balance has been reduced to zero. A substantial
principal payment would be required to pay off
these mortgage loans on their anticipated
prepayment dates. The remaining amortization
term of these mortgage loans are the same as the
remaining term to maturity if the mortgage loans
are not prepaid on their anticipated prepayment
dates.
S-22
<PAGE>
See "Description of the Mortgage
Pool--Additional Mortgage Loan Information" and
"Description of the Mortgage Pool--Certain Terms
and Conditions of the Mortgage Loans" in this
prospectus supplement.
The following table contains general information
regarding the prepayment provisions of the
mortgage loans.
OVERVIEW OF PREPAYMENT PROTECTION
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL
NUMBER OF BALANCE OF THE % OF INITIAL
MORTGAGE MORTGAGE POOL
PREPAYMENT PROTECTION LOANS LOANS BALANCE
------------------------- ----------- ---------------- -------------
<S> <C> <C> <C>
Lockout period followed
by defeasance ......... 104/115 $701,112,971 98.32%
Lockout period followed
by yield maintenance .. 1/1 11,988,095 1.68
------- ------------ ------
Total ................. 105/116 $713,101,067 100.00%
======= ============ ======
</TABLE>
Defeasance permits the related borrower to
substitute direct non-callable U.S. Treasury
obligations or other government securities for
the related mortgaged property as collateral for
the mortgage loan.
1 mortgage loan (identified as Loan No. 31 on
Annex A to this prospectus supplement),
representing approximately 1.68% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date, permits
voluntary prepayment following a lockout period
of 23 months upon payment of a yield maintenance
charge.
93 of the mortgage loans, representing
approximately 88.07% of the aggregate principal
balance of the pool of mortgage loans as of the
cut-off date, specify a period of time
immediately prior to the stated maturity date or
anticipated prepayment date, as applicable,
during which there are no restrictions on
voluntary prepayment. 91 of the mortgage loans
representing approximately 83.63% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date, permit
voluntary prepayment without the payment of a
yield maintenance charge on or after the date
occurring approximately 90 days or less prior to
the stated maturity date or anticipated
prepayment date, as applicable. 1 mortgage loan
(identified as loan No. 52 on Annex A to this
prospectus supplement), representing
approximately 2.06% of the aggregate principal
balance of the pool of mortgage loans as of the
cut-off date, permits voluntary prepayment
without payment of a yield maintenance charge on
or after the date occurring approximately 180
days prior to the stated maturity date or
anticipated prepayment date, as applicable. 1
mortgage loan (identified as Loan No. 45 on
Annex A to this prospectus supplement),
representing approximately 2.38% of the
aggregate principal balance of the pool of
mortgage loans as of the cut-off date, permits
voluntary prepayment without payment of a yield
maintenance charge on or after the date
S-23
<PAGE>
occurring approximately 120 days prior to the
stated maturity date or anticipated prepayment
date, as applicable.
All of the mortgage loans that permit
prepayments require that the prepayment be made
on the due date or, if on a different date, that
any prepayment be accompanied by the interest
that would be due on the next due date.
See "Description of the Mortgage
Pool--Additional Mortgage Loan Information,"
"Description of the Mortgage Pool--Certain Terms
and Conditions of the Mortgage Loans" and
"--Defeasance; Collateral Substitution" in this
prospectus supplement.
S-24
<PAGE>
SIGNIFICANT LOANS
TEN LARGEST MORTGAGE LOANS OR CROSS-COLLATERALIZED GROUPS
<TABLE>
<CAPTION>
% OF
NUMBER OF NUMBER OF CUT-OFF INITIAL
MORTGAGE MORTGAGED DATE POOL
PROPERTY NAME LOANS PROPERTIES BALANCE BALANCE
------------------------------- ----------- ------------ -------------- ---------
<S> <C> <C> <C> <C>
Synergy Business Park I and
Synergy Business Park II ..... 2 2 $ 39,600,000 5.55%
EII Portfolio I ............... 1 9 36,600,000 5.13
Embassy Suites-New Orleans .... 1 1 32,466,236 4.55
The Links at Oklahoma City..... 1 1 23,451,572 3.29
University Park Tech I and
University Park Tech II ...... 2 2 19,080,240 2.68
Holiday Inn-Mansfield ......... 1 1 16,953,839 2.38
Parkway Tower ................. 1 1 15,683,486 2.20
Laguna Oaks Apartments ........ 1 1 15,451,925 2.17
Greenway Park Plaza ........... 1 1 15,200,000 2.13
Le Montrose ................... 1 1 14,705,230 2.06
- - ------------ -----
Total/Weighted Average ........ 12 20 $229,192,527 32.14%
== == ============ =====
<CAPTION>
STATED
REMAINING CUT-OFF LTV
MORTGAGE TERM DATE LTV RATIO AT
PROPERTY NAME RATE (MOS.) (1) DSCR RATIO MATURITY (1)
------------------------------- ---------- ------------ ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Synergy Business Park I and
Synergy Business Park II ..... 7.98% 120 1.24x 73.81% 66.06%
EII Portfolio I ............... 8.25% 120 2.18x 54.71% 44.40%
Embassy Suites-New Orleans .... 8.77% 113 1.38x 69.08% 58.66%
The Links at Oklahoma City..... 8.34% 116 1.22x 73.29% 66.27%
University Park Tech I and
University Park Tech II ...... 8.30% 118 1.22x 78.84% 71.17%
Holiday Inn-Mansfield ......... 8.45% 117 1.46x 69.20% 58.04%
Parkway Tower ................. 8.24% 118 1.05x 78.42% 70.69%
Laguna Oaks Apartments ........ 7.85% 118 1.22x 78.80% 70.39%
Greenway Park Plaza ........... 8.09% 120 1.34x 80.00% 71.79%
Le Montrose ................... 8.08% 116 1.91x 57.67% 49.74%
Total/Weighted Average ........ 8.26% 118 1.46x 70.14% 61.35%
</TABLE>
----------
(1) Calculated with respect to the Anticipated Prepayment Date.
Synergy Business Park I and
Synergy Business Park II
Loans....................... The Synergy Business Park I loan (identified as
Loan No. 91 on Annex A to this prospectus
supplement) and the Synergy Business Park II loan
(identified as Loan No. 92 on Annex A to this
prospectus supplement) are secured by a first
lien on each of eight multi-tenanted office
buildings comprising the Synergy Business Park,
formerly known as the Koger Business Center,
located in Brentwood, Tennessee, eight miles from
downtown Nashville. The Synergy Business Park
contains 491,800 square feet of net rentable area
in the aggregate. The four buildings securing the
Synergy Business Park I loan contain
approximately 243,691 square feet of net rentable
area, three of the four buildings were built
between 1984 and 1987 and one building was built
in 1863 and most recently renovated in 1985. As
of November 2000, the buildings were
approximately 97.2% occupied and leased to 73
tenants. The four buildings securing the Synergy
Business Park II loan contain approximately
248,109 square feet of net rentable area and were
built between 1983 and 1998. As of November 2000,
the buildings were approximately 90.4% occupied
and leased to 97 tenants. The Synergy Business
Park I loan required an up front $500,000
rollover reserve and an up front $720,000 capital
improvement reserve. The Synergy Business Park I
loan also required a $219,960 annual rollover
reserve (commencing when the $500,000 up front
rollover reserve is depleted), a $46,440 annual
replacement reserve, and tax and insurance
escrows, each funded monthly. The Synergy
Business Park II loan required an up front
$500,000 rollover reserve and an up front
$244,750 capital improvement reserve. The Synergy
Business Park II loan also required a $221,520
annual rollover reserve (commencing when the
$500,000 up front rollover reserve is depleted),
a $44,340 annual replacement reserve, and tax and
insurance escrows, each funded monthly.
S-25
<PAGE>
The sponsor of the borrowers is Jordan E. Slone.
Mr. Slone is the Chairman and CEO of Harbor
Group International. Harbor Group International
controls approximately 2,000,000 square feet of
office space, 2,300,000 square feet of retail
space and 6,900 apartment units.
The Synergy Business Park loans are
cross-collateralized and cross-defaulted with
each other. Under the terms of the Synergy
Business Park loans, partial releases are not
permitted.
EII Portfolio I Loan........ The EII Portfolio I loan (identified as Loan
No. 33 on Annex A to this prospectus supplement)
is secured by a first lien on each of eight
limited-service Hampton Inn hotels and one
limited- service Residence Inn hotel in Scranton,
Pennsylvania; Colonie, New York; Glen Burnie,
Maryland; Norfolk, Virginia; Chattanooga,
Tennessee; Aurora, Colorado; Beckley, West
Virginia; Maryland Heights, Missouri; and
Oklahoma City, Oklahoma. The hotels have a total
of 1,181 rooms. As of June 2000, the occupancy
rate of the hotels, in the aggregate, for the
prior 12-month period was approximately 69.0%,
with a $71.93 underwritten average daily rate and
$49.62 underwritten revenue per available room.
The EII Portfolio I loan required a 4.0% reserve
for furniture, fixtures and equipment, on a spend
or accrue basis, as well as funded tax and
insurance escrows. The borrower was also required
to fund a $500,000 improvement plan reserve at
closing. The sponsor of the borrower is Equity
Inns Inc., a NYSE traded self-administered real
estate investment trust. Equity Inns Inc.
commenced operations in March 1994. As of June
2000, Equity Inns Inc. held a portfolio of 96
hotels comprising 12,284 rooms, located in 34
states and operating predominantly as
limited-service and extended-stay hotels. The
hotels are currently operated under the terms of
operating leases with Interstate Hotels
Corporation. Under the terms of a master lease
termination agreement, it is anticipated that the
operating leases will be terminated on January 1,
2001, following which Interstate Hotels
Corporation will continue to manage the
properties under management contracts, with the
exception of the Hampton Inn in Chattanooga,
where a management contract is being negotiated
with another party. The individual liens that
constitute the EII Portfolio I loan are
cross-defaulted and cross-collateralized with
each other.
Embassy Suites-New
Orleans Loan................ The Embassy Suites-New Orleans loan (identified
as Loan No. 35 on Annex A to this prospectus
supplement) is secured by a first lien on a
full-service hotel located in New Orleans,
Louisiana. The hotel contains approximately 372
suites and is comprised of two properties. 315
Julia Steet is a 16-story property which contains
approximately 282 suites and was built in 1984
and renovated in 1996. 727 South Peters Street is
a 7-story building, which contains approximately
90 suites. 727 South Peters Street was originally
built in 1909 as an office building and renovated
into a hotel in 1999. As of August 2000, the
occupancy rate of the mortgaged property for the
prior 12 months was approximately
S-26
<PAGE>
68.1% with a $154.82 average daily rate and a
$105.49 revenue per available room. The sponsor
of the borrower is FelCor Lodging Trust,
Incorporated. FelCor Lodging Trust, Incorporated
is a publicity traded Dallas-based real estate
investment trust. As of December, 1999, FelCor
Lodging Trust, Incorporated's portfolio
consisted of approximately 188 hotels with
nearly 50,000 rooms.
The Links at Oklahoma
City Loan................... The Links at Oklahoma City loan (identified as
Loan No. 95 on Appendix A to this prospectus
supplement) is secured by a first lien on a 49
building 588 unit class "A" apartment complex,
located in Oklahoma City, Oklahoma. The complex
was built in phases from 1997 to 2000, is
surrounded by a nine-hole golf course (the land
of which is encumbered by the loan) and contains
196 one-bedroom units and 392 two-bedroom units.
Amenities include golf, a swimming pool, a tennis
court, a basketball court, a sand volleyball
court and a fitness center. As of July 2000 the
mortgaged property was approximately 98.0%
occupied. As of July 2000, average rents at the
property were $473 for a one bedroom unit and
$608 for a two-bedroom unit. The Links at
Oklahoma City loan requires a $200 per unit
annual replacement reserve, and monthly-funded
tax and insurance escrows . The sponsor of the
borrower is a partnership formed by Mr. James
Lindsey. Mr. Lindsey has controlling interests in
various real estate development and management
companies, with ownership or management of over
16,000 apartments under management.
University Park Tech I and
University Park Tech II
Loans....................... The University Park Tech I loan (identified as
Loan No. 100 on Annex A to this prospectus
supplement) and the University Park Tech II loan
(identified as Loan No. 101 on Annex A to this
prospectus supplement) are each secured by a
first lien on an industrial/office flex space
building in San Antonio, Texas. The two buildings
contain six tenants and 190,762 square feet of
net rentable area in the aggregate. The building
securing the University Park Tech I loan contains
approximately 106,237 square feet of net rentable
area and was built in 1999. As of October 2000,
the building was approximately 100% occupied. The
building securing the University Park Tech II
loan contains approximately 84,525 square feet of
net rentable area and was built in 1999. As of
October 2000, the building was approximately 100%
occupied. The University Park Tech I loan
required an up front $200,000 replacement and
rollover reserve, which is required to be
replenished if used. The University Park Tech II
loan required a $42,687 rollover reserve
annually, capped at $125,000. The borrower was
also required to escrow $700,000 of rent deposits
in connection with two leases to be released
after such tenants have occupied the space for 5
years or have been acquired by investment grade
companies that guaranty the lease. The University
Park Tech loans each require funded tax and
insurance escrows. The sponsor of the borrower is
Eric Brauss. Mr. Brauss is President of Today
Management, Inc., which owns
S-27
<PAGE>
and manages over 20 commercial and multifamily
properties.
The University Park Tech loans are
cross-collateralized and cross-defaulted with
each other. Under the terms of the University
Park Tech loans, partial releases are not
permitted.
Holiday Inn-Mansfield Loan... The Holiday Inn-Mansfield loan (identified as
Loan No. 45 on Annex A to this prospectus
supplement) is secured by a first lien on a
full-service hotel located in Mansfield,
Massachusetts. The two- and three-story hotel
contains 202 units and approximately 14,800
square feet of banquet and conference area,
including 7,740 square feet of ballroom area and
1,700 square feet of amphitheater space.
Amenities at the property include two
restaurants, a lounge, an indoor heated pool, two
racquetball courts, two tennis courts, a
volleyball and basketball court and a
professionally operated health club. The hotel
was built in 1979 and fully renovated in 1997. As
of September 2000, the occupancy rate of the
mortgaged property for the prior 12-month period
was approximately 72.5% with a $96.53
underwritten average daily rate and $73.37
underwritten revenue per available room. The
Holiday Inn-Mansfield loan requires a replacement
reserve funded monthly in the amount of $30,546
and a $184,980 annual tax reserve, funded
monthly. The sponsor of the borrower is Gerald S.
Fineberg. The property is managed by Fine Hotels,
Inc., a sponsor-related entity. As of December
1999, the Fine Hotels, Inc. portfolio consisted
of 12 hotels in four states.
Parkway Tower Loan.......... The Parkway Tower loan (identified as Loan No.
75 on Annex A to this prospectus supplement) is
secured by a five-story, multi-tenant office
building in Santa Clara, California. The building
contains approximately 71,570 square feet of net
rentable area and was built in 1982. As of
October 2000, the mortgaged property was 100%
occupied. The Parkway Tower loan requires a
replacement reserve, funded monthly in the amount
of $1,585 and a $181,344 annual tax escrow and a
$27,972 annual insurance escrow, each funded
monthly. Additionally, the borrower funded an
escrow upon origination in the amount of
$1,970,000, which will either be released to the
borrower upon the re-leasing of certain tenant
space, or will be used to partially defease the
mortgage loan after the expiration of the lockout
period. The sponsor of the borrower is Maskatiya,
Suri & Company.
Laguna Oaks
Apartments Loan............. The Laguna Oaks Apartments loan (identified as
Loan No. 51 on Annex A to the prospectus
supplement) is secured by a first lien on a 25-
building, 201-unit class "A" apartment complex
located in Elk Grove, Sacramento County,
California, approximately 12 miles from
Sacramento. The complex was built in 1999 and
contains 48 one-bedroom units, 105 two-bedroom
units and 48 three-bedroom units. Amenities
include an outdoor swimming pool, a fitness
center, a sauna and 405 parking spaces. As of
September 2000, the mortgaged property was
approximately
S-28
<PAGE>
99.0% occupied. As of September 2000, average
rents at the property were $812 a month for a
one-bedroom unit, $1,016 a month for a
two-bedroom unit and $1,156 a month for a
three-bedroom unit. The Laguna Oaks Apartments
loan requires a $204.18 per unit annual
replacement reserve, and funded tax and
insurance escrows, each payable monthly. The
sponsors of the borrower are Sanford Gallanter
and Edwin Sacks. Mr. Gallanter has developed
over 2,000 housing units and currently manages
600 housing units.
Greenway Park Plaza Loan.... The Greenway Park Plaza loan (identified as
Loan No. 39 on Annex A to this prospectus
supplement) is secured by a first lien on a
single story, neighborhood retail shopping center
located in Phoenix, Arizona. The building
contains approximately 205,848 square feet of net
rentable area and was constructed in 1989. As of
October 2000, the shopping center was
approximately 96.3% occupied. The borrower was
required to fund a $20,500 engineering reserve at
origination. The sponsors of the borrower are Ron
Barness and Alex Papakyriakou, who are the
principals and owners of Retail Brokers, Inc.
Retail Brokers, Inc. was founded by Mr. Barness
in 1995.
Le Montrose Loan............ The Le Montrose loan (identified as Loan No. 52
on Annex A to this prospectus supplement) is
secured by a first lien on a full-service hotel
located in West Hollywood, California. The hotel
has 132 bedrooms, an outdoor swimming pool, a
tennis court, a sauna and an exercise room. The
property was originally built as an apartment
building in 1975 and converted to a hotel in
1989. As of August 2000, the occupancy rate of
the mortgaged property for the prior 12-month
period was approximately 71.0%, with a $163.40
underwritten average daily rate and $117.65
underwritten revenue per available room. The Le
Montrose loan required a 4.0% reserve for
furniture, fixtures and equipment payable upon a
1.40x DSCR trigger and a reserve equal to six
months of estimated taxes and insurance premiums.
The sponsor of the borrower is LaSalle Hotel
Properties, a publicly traded REIT which
commenced operations in April 1998. As of
September 2000, the company owned interests in 13
hotels, with approximately 5,300 rooms, located
in 11 states.
ADDITIONAL ASPECTS OF CERTIFICATES
Denominations............... The offered certificates (other than the Class
X certificates) will be offered in minimum
denominations of $10,000 initial principal
amount. The Class X certificates will be offered
in minimum denominations of $1,000,000 initial
notional amount. Investments in excess of the
minimum denominations may be made in multiples of
$1.
S-29
<PAGE>
Registration, Clearance and
Settlement................. Each class of offered certificates will be
registered in the name of Cede & Co., as nominee
of The Depository Trust Company, or DTC.
You may hold your offered certificates through:
(1) DTC in the United States; or (2) Clearstream
Banking, societe anonyme or The Euroclear System
in Europe. Transfers within DTC, Clearstream
Banking, societe anonyme or The Euroclear System
will be made in accordance with the usual rules
and operating procedures of those systems.
We may elect to terminate the book-entry system
through DTC with respect to all or any portion
of any class of the offered certificates.
See "Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in
this prospectus supplement and in the
prospectus.
Information Available to
Certificateholders......... On each distribution date, the paying agent
will prepare and make available to each
certificateholder of record, initially expected
to be Cede & Co., a statement as to the
distributions being made on that date.
Additionally, under certain circumstances,
certificateholders of record may be entitled to
certain other information regarding the trust.
See "Description of the Certificates--Reports to
Certificateholders; Certain Available
Information" in this prospectus supplement.
Deal Information/Analytics... Certain information concerning the mortgage
loans and the offered certificates will be
available to you through the following services:
o Bloomberg, L.P. and
o the paying agent's website at
www.chase.com/sfa.
Optional Termination........ On any distribution date on which the aggregate
principal balance of the pool of mortgage loans
remaining in the trust is less than 1% of the
aggregate unpaid balance of the mortgage loans as
of the cut-off date, certain entities specified
in this prospectus supplement will have the
option to purchase all of the remaining mortgage
loans at the price specified in this prospectus
supplement (and all property acquired through
exercise of remedies in respect of any mortgage
loan). Exercise of this option will terminate the
trust and retire the then outstanding
certificates.
See "Description of the Certificates--
Termination; Retirement of Certificates" in this
prospectus supplement and "Description of the
Certificates--Termination" in the prospectus.
S-30
<PAGE>
Tax Status.................. An election will be made to treat designated
portions of the trust (exclusive of interest that
is deferred after the anticipated prepayment date
on the mortgage loans that have anticipated
prepayment dates and the related distribution
account for this deferred interest) as two
separate REMICs--a Lower-Tier REMIC and an
Upper-Tier REMIC--for federal income tax
purposes. The portion of the trust representing
the deferred interest described above will be
treated as a grantor trust for federal income tax
purposes. In the opinion of counsel, the portions
of the trust referred to above will qualify for
this treatment.
Pertinent federal income tax consequences of an
investment in the offered certificates include:
o Each class of offered certificates (and the
Class F, Class G, Class H, Class I, Class J,
Class K, Class L and Class M certificates)
will represent "regular interests" in the
Upper-Tier REMIC.
o The offered certificates will be treated as
newly originated debt instruments for federal
income tax purposes.
o You will be required to report income on the
regular interests represented by your
certificates using the accrual method of
accounting.
o The Class X certificates will, and one or more
other classes of offered certificates may, be
issued with original issue discount.
o The Class S certificates will represent
interests in a grantor trust with respect to
interest that is deferred after the
anticipated prepayment date on the mortgage
loans that have anticipated prepayment dates.
See "Certain Federal Income Tax Consequences" in
this prospectus supplement and in the
accompanying prospectus.
ERISA Considerations........ Subject to important considerations described
under "ERISA Considerations" in this prospectus
supplement and "Certain ERISA Considerations" in
the accompanying prospectus, the offered
certificates are eligible for purchase by persons
investing assets of employee benefit plans or
individual retirement accounts.
Legal Investment............ The offered certificates will not constitute
"mortgage related securities" within the meaning
of the Secondary Mortgage Market Enhancement Act
of 1984, as amended.
See "Legal Investment" in this prospectus
supplement and in the accompanying prospectus.
Ratings..................... The offered certificates will not be issued
unless each of the offered classes receives the
following ratings from Moody's Investors Service,
Inc. and Fitch:
S-31
<PAGE>
<TABLE>
<CAPTION>
MOODY'S FITCH
--------- -------
<S> <C> <C>
Class A-1 .......... Aaa AAA
Class A-2 .......... Aaa AAA
Class X ............ Aaa AAA
Class B ............ Aa2 AA
Class C ............ A2 A
Class D ............ A3 A--
Class E ............ Baa2 BBB
</TABLE>
A rating agency may downgrade, qualify or
withdraw a security rating at any time. A rating
agency not requested to rate the offered
certificates may nonetheless issue a rating and,
if one does, it may be lower than those stated
above. The security ratings do not address the
frequency of prepayments (whether voluntary or
involuntary) of mortgage loans, the degree to
which prepayments might differ from those
originally anticipated, the likelihood of
collection of excess interest, default interest
or yield maintenance charges, or the tax
treatment of the certificates. Even though the
Class X certificates will be rated "Aaa/AAA," it
is still possible that you may fail to recover
your full initial investment due to a rapid rate
of prepayments, defaults or liquidations. See
"Yield and Maturity Considerations" in this
prospectus supplement, "Risk Factors" and
"Ratings" in this prospectus supplement and
"Rating" and "Yield and Maturity Considerations"
in the prospectus.
See "Ratings" in this prospectus supplement and
"Rating" in the prospectus for a discussion of
the basis upon which ratings are given and the
conclusions that may not be drawn from a rating.
S-32
<PAGE>
RISK FACTORS
You should carefully consider the following risks before making an
investment decision. In particular, distributions on your certificates will
depend on payments received on and other recoveries with respect to the
mortgage loans. Therefore, you should carefully consider the risk factors
relating to the mortgage loans and the mortgaged properties.
The risks and uncertainties described below (in addition to those risks
described in the prospectus under "Risk Factors") are not the only ones
relating to your certificates. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair your
investment.
If any of the following risks actually occur, your investment could be
materially and adversely affected.
This prospectus supplement also contains forward-looking statements that
involve risks and uncertainties. Actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including the risks described below and elsewhere in this prospectus
supplement.
GEOGRAPHIC CONCENTRATION ENTAILS RISKS
Mortgaged properties located in California, Texas, Tennessee and Louisiana
represent approximately 18.98%, 18.57%, 7.81% and 5.41%, respectively, by
allocated loan amounts, of the aggregate principal balance of the pool of
mortgage loans as of the cut-off date. Concentrations of mortgaged properties
in geographic areas may increase the risk that adverse economic or other
developments or natural disasters affecting a particular region of the country
could increase the frequency and severity of losses on mortgage loans secured
by those properties. In recent periods, several regions of the United States
have experienced significant real estate downturns. Regional economic declines
or conditions in regional real estate markets could adversely affect the income
from, and market value of, the mortgaged properties. Other regional
factors--e.g., earthquakes, floods or hurricanes or changes in governmental
rules or fiscal policies--also may adversely affect the mortgaged properties.
For example, mortgaged properties located in California may be more susceptible
to certain hazards (such as earthquakes) than properties in other parts of the
country.
RISKS RELATING TO LOAN CONCENTRATIONS
The effect of mortgage pool loan losses will be more severe if the losses
relate to loans that account for a disproportionately large percentage of the
pool's aggregate principal balance. In this regard:
o The largest mortgage loan or group of cross-collateralized loans
represents approximately 5.55% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date. See "Description of the
Mortgage Pool--Significant Mortgage Loans" in this prospectus
supplement.
o The 5 largest mortgage loans or group of cross-collateralized loans
represent, in the aggregate, approximately 21.20% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date.
o The 10 largest mortgage loans or group of cross-collateralized loans
represent, in the aggregate, approximately 32.14% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date.
Each of the other mortgage loans or group of cross-collateralized loans
not described above represents less than 2.06% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date.
A concentration of mortgaged property types or of mortgage loans with the
same borrower or related borrowers also can pose increased risks. In that
regard, the following table lists the property type concentrations in excess of
5% of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date:
S-33
<PAGE>
PROPERTY TYPE CONCENTRATIONS
<TABLE>
<CAPTION>
%
NUMBER OF AGGREGATE OF INITIAL
MORTGAGED CUT-OFF DATE POOL
PROPERTY TYPE PROPERTIES BALANCE BALANCE
------------------ ------------ -------------- ------------
<S> <C> <C> <C>
Office ........... 24 $171,879,544 24.10%
Retail (2) ....... 35 $167,198,659 23.45%
Multifamily ...... 19 $151,204,259 21.20%
Hotel (3) ........ 12 $100,725,305 14.12%
Industrial ....... 9 $ 69,263,590 9.71%
<CAPTION>
WEIGHTED AVERAGES
------------------------------------------------------------------------------
STATED
REMAINING
MORTGAGE TERM CUT-OFF DATE LTV RATIO
PROPERTY TYPE RATE (MOS.) (1) OCCUPANCY DSCR LTV RATIO AT MATURITY (1)
------------------ ---------- ------------ ----------- ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Office ........... 8.14% 113 96% 1.29x 70.79% 63.82%
Retail (2) ....... 8.21% 118 97% 1.33x 71.78% 64.70%
Multifamily ...... 8.04% 115 97% 1.25x 75.94% 68.52%
Hotel (3) ........ 8.43% 117 71% 1.76x 62.21% 52.07%
Industrial ....... 8.24% 119 100% 1.24x 75.41% 67.64%
</TABLE>
----------
(1) Calculated with respect to the anticipated prepayment date for the
mortgage loans with anticipated prepayment dates.
(2) 21 of such mortgage loans, representing approximately 17.44% of the
aggregate principal balance of the pool of mortgage loans as of the
cut-off date, are considered by the applicable mortgage loan seller to be
"anchored" retail mortgaged properties.
(3) 3 of the mortgage loans, representing 8.99% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date, are
considered by the applicable mortgage loan seller to be full-service
hotel mortgaged properties.
A concentration of mortgage loans secured by the same mortgaged property
types can increase the risk that a decline in a particular industry or business
would have a disproportionately large impact on the pool of mortgage loans.
The following table lists the related borrower concentrations of two or
more mortgage loans in excess of 5% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date:
MORTGAGE LOANS WITH RELATED BORROWERS
<TABLE>
<CAPTION>
NUMBER OF
MORTGAGE %
LOANS/ AGGREGATE OF INITIAL
MORTGAGED CUT-OFF DATE POOL
SPONSOR PROPERTIES BALANCE BALANCE
------------------------- ------------ -------------- ------------
<S> <C> <C> <C>
James E. Lindsey ........ 4/4 $42,908,213 6.36%
Jordan E. Slone ......... 2/2 $39,600,000 5.55%
<CAPTION>
WEIGHTED AVERAGES
------------------------------------------------------------------
STATED
REMAINING
MORTGAGE TERM CUT-OFF DATE LTV RATIO
SPONSOR RATE (MOS.) (1) DSCR LTV RATIO AT MATURITY (1)
------------------------- ---------- ------------ ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
James E. Lindsey ........ 8.14% 117 1.22x 74.03% 66.58%
Jordan E. Slone ......... 7.98% 120 1.24x 73.81% 66.08%
</TABLE>
----------
(1) Calculated with respect to the anticipated prepayment date for the
mortgage loans with anticipated prepayment dates.
See "Description of the Mortgage Pool--Affiliated Borrower Concentrations"
in this prospectus supplement.
o In addition to those described above, 6 groups of mortgage loans have
borrowers related to each other, but none of these groups of mortgage
loans represent more than 4.72% of the aggregate principal balance of
the pool of mortgage loans as of the cut-off date.
o 3 groups, each consisting of 2 mortgage loans, representing
approximately 5.55%, 2.68% and 1.16%, respectively, of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date,
are cross-collateralized or cross-defaulted.
o 3 mortgage loans, representing approximately 6.85% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date,
are secured by more than one mortgaged property.
S-34
<PAGE>
See "Description of the Mortgage Pool--Additional Mortgage Loan
Information" in this prospectus supplement.
Mortgaged properties owned by related borrowers are likely to:
o have common management, increasing the risk that financial or other
difficulties experienced by the property manager could have a greater
impact on the pool of mortgage loans; and
o have common general partners, which could increase the risk that a
financial failure or bankruptcy filing would have a greater impact on
the pool of mortgage loans.
Except as described below, the terms of the mortgage loans generally
require that the borrowers covenant to be single-purpose entities, although in
many cases the borrowers have previously owned property other than the related
mortgaged property or may not otherwise be required to observe all covenants
and conditions which typically are required in order for them to be viewed
under standard rating agency criteria as "special purpose entities." In
general, the borrowers' organizational documents or the terms of the mortgage
loans limit their activities to the ownership of only the related mortgaged
property or properties and limit the borrowers' ability to incur additional
indebtedness. These provisions are designed to mitigate the possibility that
the borrower's financial condition would be adversely impacted by factors
unrelated to the mortgaged property and the mortgage loan in the pool. However,
we cannot assure you that the related borrowers will comply with these
requirements. In addition, the terms of 4 mortgage loans (identified as Loan
No. 4, 17, 62 and 82 on Annex A to this prospectus supplement), representing
approximately 3.48% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, do not require the related borrower to be a
single-purpose entity. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy
Laws" in the prospectus.
CROSS-COLLATERALIZED MORTGAGE LOANS ENTAIL RISKS
3 groups, each consisting of 2 mortgage loans (identified as Loan No. 32
and 55, 91 and 92 and 100 and 101 on Annex A to this prospectus supplement),
representing approximately 5.55%, 2.68% and 1.16%, respectively, of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, are cross-collateralized or cross-defaulted . These arrangements seek to
reduce the risk that the inability of a mortgaged property securing each such
mortgage loan to generate net operating income sufficient to pay debt service
will result in defaults and ultimate losses.
Cross-collateralization arrangements involving more than one borrower
could be challenged as a fraudulent conveyance by creditors of a borrower or by
the representative of the bankruptcy estate of a borrower if a borrower were to
become a debtor in a bankruptcy case. Generally, under federal and most state
fraudulent conveyance statutes, the incurring of an obligation or the transfer
of property by a person will be subject to avoidance under certain
circumstances if the person did not receive fair consideration or reasonably
equivalent value in exchange for such obligation or transfer and (i) was
insolvent or was rendered insolvent by such obligation or transfer, (ii) was
engaged in business or a transaction, or was about to engage in business or a
transaction, for which any property remaining with the person was an
unreasonably small capital or (iii) intended to, or believed that it would,
incur debts that would be beyond the person's ability to pay as such debts
matured. Accordingly, a lien granted by a borrower to secure repayment of
another borrower's mortgage loan could be avoided if a court were to determine
that (i) such borrower was insolvent at the time of granting the lien, was
rendered insolvent by the granting of the lien, or was left with inadequate
capital, or was not able to pay its debts as they matured and (ii) the borrower
did not, when it allowed its mortgaged property to be encumbered by a lien
securing the entire indebtedness represented by the other mortgage loan,
receive fair consideration or reasonably equivalent value for pledging such
mortgaged property for the equal benefit of the other borrower. If the lien is
avoided, the lender would lose the benefits afforded by such lien.
ABILITY TO INCUR OTHER BORROWINGS ENTAILS RISK
The mortgage loans generally prohibit the borrower from incurring any
additional debt secured by the mortgaged property without the consent of the
lender. As of the cut-off date, the mortgage loan sellers have informed us that
they are aware of the following indebtedness with respect to the mortgage
loans.
S-35
<PAGE>
o The terms of 1 mortgage loan (identified as Loan No. 56 on Annex A to
this prospectus supplement), representing approximately 0.77% of the
aggregate principal balance of the pool of mortgage loans as of the
cut-off date, permits the related borrower to incur (1) unsecured debt
for the purpose of constructing tenant improvements pursuant to certain
leases approved by the mortgagee that, together with trade payables,
does not exceed 4% of the outstanding principal amount of the mortgage
loan and (2) unsecured subordinate debt that matures at least 367 days
after the maturity of the mortgage loan, is subject to an intercreditor
agreement acceptable to the mortgagee and does not exceed, together with
trade payables, the unsecured debt for the purpose of constructing
tenant improvements and the outstanding balance of the mortgage loan,
$6,825,000.
o With respect to 1 mortgage loan (identified as Loan No. 45 on Annex A
to this prospectus supplement), representing approximately 2.38% of the
aggregate principal balance of the pool of mortgage loans as of the
cut-off date, the related borrower has unsecured debt payable to an
affiliate in an amount not to exceed $4,040,000, which is subject to the
terms of an affiliate advance subordination agreement.
o The Mortgaged Property securing 1 mortgage loan (identified as Loan No.
35 on Annex A to this prospectus supplement), representing approximately
4.55% of the aggregate principal balance of the pool of mortgage loans
as of the cut-off date, also secures a loan payable to the related
borrower by an affiliate which owns the fee interest in the related
Mortgaged Property. The debt is in the amount of $7,765,655, and has
been subordinated to the mortgage loan and assigned to the mortgagee by
the borrower.
o The terms of certain loans permit or require the borrowers to post
letters of credit and/or surety bonds for the benefit of the mortgage
loan, which may constitute a contingent reimbursement obligation of the
related borrower or an affiliate. The issuing bank or surety will not
typically agree to subordination and standstill protection benefiting
the mortgagee.
Substantially all of the mortgage loans permit the related borrower to
incur limited indebtedness in the ordinary course of business that is not
secured by the related mortgaged property. Moreover, in general, any borrower
that does not meet single-purpose entity criteria may not be restricted from
incurring unsecured debt.
Additionally, although the mortgage loans generally restrict the pledging
of general partnership and managing member equity interests in a borrower
subject to certain exceptions, the terms of the mortgages generally permit,
subject to certain limitations, the transfer or pledge of less than a certain
specified portion of the limited partnership or non-managing membership equity
interests in a borrower. Moreover, in general, the parent entity of any
borrower that does not meet single purpose entity criteria may not be
restricted in any way from incurring mezzanine or other debt not secured by the
related mortgaged property.
When a mortgage loan borrower (or its constituent members) also has one or
more other outstanding loans (even if they are subordinated loans), the trust
is subjected to additional risk. The borrower may have difficulty servicing and
repaying multiple loans. The existence of another loan will generally also make
it more difficult for the borrower to obtain refinancing of the mortgage loan
and may thereby jeopardize repayment of the mortgage loan. Moreover, the need
to service additional debt may reduce the cash flow available to the borrower
to operate and maintain the mortgaged property.
Additionally, if the borrower (or its constituent members) defaults on the
mortgage loan and/or any other loan, actions taken by other lenders such as a
foreclosure or an involuntary petition for bankruptcy against the borrower
could impair the security available to the trust, including the mortgaged
property, or stay the trust's ability to foreclose during the course of the
bankruptcy case. The bankruptcy of another lender also may operate to stay
foreclosure by the trust. The trust may also be subject to the costs and
administrative burdens of involvement in foreclosure or bankruptcy proceedings
or related litigation.
S-36
<PAGE>
See "Description of the Mortgage Pool--General" in this prospectus
supplement and "Certain Legal Aspects of Mortgage Loans--Subordinate Financing"
in the prospectus.
BORROWER MAY BE UNABLE TO REPAY REMAINING PRINCIPAL BALANCE ON MATURITY DATE OR
ANTICIPATED PREPAYMENT DATE
100 of the mortgage loans (including 1 mortgage loan, representing
approximately 0.77% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, which pays interest only over its term and 1
mortgage loan, representing 1.94% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date, which pays interest only for the
first 25 months of its term), representing approximately 91.77% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, are expected to have substantial remaining principal balances as of their
respective anticipated prepayment dates or stated maturity dates. 98 of these
mortgage loans, representing approximately 91.77% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date (including 1
mortgage loan, representing approximately 0.77% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date which pays
interest-only until the maturity date), require balloon payments at their
stated maturity, and the remaining 2 mortgage loans, representing approximately
7.19% of the aggregate principal balance of the pool of mortgage loans as of
the cut-off date, will have a substantial balance outstanding at their
anticipated prepayment dates. 93 of the mortgage loans, representing
approximately 93.69% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, mature in the year 2010. Mortgage loans with
substantial remaining principal balances at their stated maturity (i.e.,
"balloon loans") involve greater risk than fully amortizing loans. This is
because the borrower may be unable to repay the loan at that time. In addition,
fully amortizing mortgage loans which pay interest on an "actual/360" basis but
have fixed monthly payments may, in fact, have a small balloon payment due at
maturity.
A borrower's ability to repay a loan on its stated maturity date or
anticipated prepayment date typically will depend upon its ability either to
refinance the loan or to sell the mortgaged 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:
o the availability of, and competition for, credit for commercial real
estate projects;
o the prevailing interest rates;
o the fair market value of the related properties;
o the borrower's equity in the related properties;
o the borrower's financial condition;
o the operating history and occupancy level of the property;
o reductions in government assistance/rent subsidy programs;
o the tax laws; and
o the prevailing general and regional economic conditions.
The availability of funds in the credit markets fluctuates over time.
We cannot assure you that each borrower will have the ability to repay the
remaining principal balances on the pertinent date.
See "Description of the Mortgage Pool--Certain Terms and Conditions of the
Mortgage Loans" in this prospectus supplement and "Risk Factors--Borrowers May
Be Unable to Make Balloon Payments" in the prospectus.
COMMERCIAL, MULTIFAMILY AND MANUFACTURED HOUSING COMMUNITY LENDING IS DEPENDENT
UPON NET OPERATING INCOME
The mortgage loans are secured by various income-producing commercial,
multifamily and/or manufactured housing community properties. Commercial,
multifamily and manufactured housing
S-37
<PAGE>
community lending are generally thought to expose a lender to greater risk than
residential one-to-four family lending because they typically involve larger
loans to a single borrower or groups of related borrowers.
The repayment of a commercial, multifamily or manufactured housing
community loan is typically dependent upon the ability of the applicable
property to produce cash flow through the collection of rents. Even the
liquidation value of a commercial property is determined, in substantial part,
by the capitalization of the property's cash flow. However, net operating
income can be volatile and may be insufficient to cover debt service on the
loan at any given time.
The net operating incomes and property values of the mortgaged properties
may be adversely affected by a large number of factors. Some of these factors
relate to the properties themselves, such as:
o the adequacy of the property's management and maintenance;
o the age, design and construction quality of the properties;
o management's ability to convert an unsuccessful property to an
alternate use;
o perceptions regarding the safety, convenience and attractiveness of the
properties;
o the proximity and attractiveness of competing properties;
o new construction of competing properties in the same market;
o the adequacy of the property's management and maintenance;
o increases in operating expenses;
o dependence on tenant(s) in a particular business or industry;
o an increase in the capital expenditures needed to maintain the
properties or make improvements;
o a decline in the financial condition of a major tenant;
o rent control laws;
o an increase in vacancy rates; and
o a decline in rental rates as leases are renewed or entered into with
new tenants.
Other factors are more general in nature, such as:
o national, regional or local economic conditions, including plant
closings, military base closings, industry slowdowns and unemployment
rates;
o local real estate conditions, such as an oversupply of retail space,
office space or multifamily housing;
o demographic factors;
o consumer confidence;
o consumer tastes and preferences; and
o retroactive changes in building codes.
The volatility of net operating income will be influenced by many of the
foregoing factors, as well as by:
o the length of tenant leases;
o the creditworthiness of tenants;
o in the case of rental properties, the rate at which new rentals occur;
and
o the property's "operating leverage" which is generally 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 retain or
replace tenants.
S-38
<PAGE>
A decline in the real estate market or in the financial condition of a
major tenant will tend to have a more immediate effect on the net operating
income of properties with short-term revenue sources, such as short-term or
month-to-month leases, and may lead to higher rates of delinquency or defaults.
TENANT CONCENTRATION ENTAILS RISK
A deterioration in the financial condition of a tenant can be particularly
significant if a mortgaged property is leased to a single tenant or if any
tenant represents a significant portion of the rental income. Mortgaged
properties leased to a single tenant or a tenant that represents a significant
portion of the rental income also are more susceptible to interruptions of cash
flow if such tenant fails to renew its lease. This is so because the financial
effect of the absence of rental income may be severe; more time may be required
to re-lease the space; and substantial capital costs may be incurred to make
the space appropriate for replacement tenants. In this respect, in addition to
the credit tenant lease loans, 11 mortgage loans, representing approximately
5.65% of the aggregate principal balance of the pool of mortgage loans as of
the cut-off date, are secured by mortgaged properties leased to a single
tenant. Most of the leases for each of these single tenants extend beyond the
stated maturity date of the mortgage loans. Additionally, the underwriting of
certain of these mortgage loans leased to single tenants may have taken into
account the creditworthiness of the tenants under the related leases and
consequently may have higher loan-to-value ratios and lower debt service
coverage ratios than other types of mortgage loans.
Retail and office properties also may be adversely affected if there is a
concentration of particular tenants among the mortgaged properties or of
tenants in a particular business or industry. In this regard, see "--Retail
Properties Have Special Risks" and "--Office Properties Have Special Risks"
below.
CERTAIN ADDITIONAL RISKS RELATING TO TENANTS
The income from, and market value of, the mortgaged properties leased to
various tenants would be adversely affected if:
o space in the mortgaged properties could not be leased or re-leased;
o tenants were unable to meet their lease obligations;
o a significant tenant were to become a debtor in a bankruptcy case; or
o rental payments could not be collected for any other reason.
Repayment of the mortgage loans secured by retail, office and industrial
properties will be affected by the expiration of leases and the ability of the
respective borrowers to renew the leases or re-let the space on comparable
terms. Additionally, mortgage loans may have concentrations of leases expiring
at varying rates in varying percentages.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions, could be
substantial and could reduce cash flow from the mortgaged properties. Moreover,
if a tenant defaults in its obligations to a borrower, the borrower may incur
substantial costs and experience significant delays associated with enforcing
its rights and protecting its investment, including costs incurred in
renovating and re-letting the property.
Additionally, in certain jurisdictions, if tenant leases are subordinated
to the liens created by the mortgage but do not contain attornment provisions
(provisions requiring the tenant to recognize a successor owner following
foreclosure as landlord under the lease), the leases may terminate at tenant's
option upon the transfer of the property to a foreclosing lender or purchaser
at foreclosure. Accordingly, if a mortgaged property is located in such a
jurisdiction and is leased to one or more desirable tenants under leases that
are subordinate to the mortgage and do not contain attornment provisions, such
mortgaged property could experience a further decline in value if such tenants'
leases were terminated.
Additionally, with respect to certain of the mortgage loans, the related
borrower has given to certain tenants a right of first refusal in the event a
sale is contemplated or purchase option to purchase all or a portion of the
mortgaged property. Such provisions, if not waived, may impede the mortgagee's
ability to sell the related mortgaged property at foreclosure.
S-39
<PAGE>
MORTGAGED PROPERTIES LEASED TO MULTIPLE TENANTS ALSO HAVE RISKS
If a mortgaged property has multiple tenants, re-leasing expenditures may
be more frequent than in the case of mortgaged properties with fewer tenants,
thereby reducing the cash flow available for debt service payments.
Multi-tenanted mortgaged properties also may experience higher continuing
vacancy rates and greater volatility in rental income and expenses.
TENANT BANKRUPTCY ENTAILS RISKS
The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, office and industrial properties may adversely affect the
income produced by a mortgaged property. Under the federal bankruptcy code a
tenant has the option of assuming or rejecting any unexpired lease. If the
tenant rejects the lease, the landlord's claim for breach of the lease would be
a general unsecured claim against the tenant (absent collateral securing the
claim). The claim would be limited to the unpaid rent reserved under the lease
for the periods prior to the bankruptcy petition (or earlier surrender of the
leased premises) which are unrelated to the rejection, plus the greater of one
year's rent or 15% of the remaining reserved rent (but not more than three
years' rent).
MORTGAGE LOANS ARE NONRECOURSE AND ARE NOT INSURED OR GUARANTEED
The mortgage loans are not insured or guaranteed by any person or entity,
governmental or otherwise.
Each mortgage loan is a nonrecourse loan, except with respect to
liabilities resulting from certain matters such as fraud or misappropriation of
funds. If a default occurs, recourse generally may be had only against the
specific properties and other assets that have been pledged to secure the loan.
Payment prior to maturity is consequently dependent primarily on the
sufficiency of the net operating income of the mortgaged property. Payment at
maturity is primarily dependent upon the market value of the mortgaged property
or the borrower's ability to refinance the property.
OFFICE PROPERTIES HAVE SPECIAL RISKS
Office properties secure 24 of the mortgage loans representing
approximately 24.10% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date.
A large number of factors may adversely affect the value of office
properties, including:
o the quality of an office building's tenants;
o the physical attributes of the building in relation to competing
buildings (e.g., age, condition, design, access to transportation and
ability to offer certain amenities, such as sophisticated building
systems);
o the failure of federal, state and local government-sponsored tenants to
sustain relevant appropriations, resulting in such tenants terminating
their leases;
o a decline in the business of tenants, resulting in tenants ceasing
operations, not renewing their leases or filing for bankruptcy;
o the desirability of the area as a business location; and
o the strength and nature of the local economy, including labor costs and
quality, tax environment and quality of life for employees.
Moreover, the cost of refitting office space for a new tenant is often
higher than the cost of refitting other types of property for new tenants. See
"--Risks Relating to Loan Concentrations" above.
Technology and internet start-up companies have recently experienced a
variety of factors that tend to make their businesses relatively volatile. Many
of those companies have little or no operating history, their owners and
management are often inexperienced and such companies may be heavily dependent
on obtaining venture capital financing. In addition, technology and internet
start-up companies often require
S-40
<PAGE>
significant build-out related to special technology which may adversely affect
the ability of the landlord to relet the properties. The relative instability
of these tenants may have an adverse impact on certain of the properties.
RETAIL PROPERTIES HAVE SPECIAL RISKS
Retail properties secure 35 of the mortgage loans representing
approximately 23.45% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date.
The quality and success of a retail property's tenants significantly
affect the property's value. For example, if the sales revenues of retail
tenants were to decline, rents tied to a percentage of gross sales revenues may
decline and those tenants may be unable to pay their rent or other occupancy
costs.
The presence or absence of an "anchor tenant" in a shopping center also
can be important because anchors play a key role in generating customer traffic
and making a center desirable for other tenants. An "anchor tenant" is usually
proportionately larger in size and is important in attracting customers to a
retail property, whether or not it is located on the related mortgaged
property. 21 of the mortgage loans, representing approximately 16.54% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, are secured by retail properties that are considered by the applicable
mortgage loan seller to be "anchored" and 14 of the mortgage loans,
representing approximately 6.90% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, are secured by retail properties that
are considered by the applicable mortgage loan seller to be "unanchored".
If anchor stores in a mortgaged property were to close, the related
borrower may be unable to replace those anchors in a timely manner or without
suffering adverse economic consequences. Certain of the tenants or anchor
stores at the retail properties may have co-tenancy clauses and/or operating
covenants in their leases or operating agreements which permit those tenants or
anchor stores to cease operating under certain conditions including without
limitation certain other stores not being open for business at the mortgaged
property or a subject store not meeting the minimum sales requirement under its
lease. We cannot assure you that such space will be occupied or that the
related mortgaged property will not suffer adverse economic consequences.
Retail properties also face competition from sources outside a given real
estate market. For example, all of the following compete with more traditional
retail properties for consumer dollars: factory outlet centers; discount
shopping centers and clubs; catalogue retailers; home shopping networks;
Internet web sites; and telemarketing. Continued growth of these alternative
retail outlets (which often have lower operating costs) could adversely affect
the rents collectible at the retail properties included in the pool of mortgage
loans, as well as the income from, and market value of, the mortgaged
properties.
Moreover, additional competing retail properties may be built in the areas
where the retail properties are located.
In addition, various factors may affect the economic performance of retail
properties, including:
o local competitive conditions;
o adverse changes in consumer spending;
o quality of management;
o need to make major improvements to satisfy tenants; and
o a decline in the business of tenants, resulting in tenants ceasing
operations, not renewing their leases, going dark or filing for
bankruptcy.
MULTIFAMILY PROPERTIES HAVE SPECIAL RISKS
Multifamily properties secure 19 of the mortgage loans representing
approximately 21.20% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date. A large number of factors may adversely affect
the value and successful operation of a multifamily property, including:
S-41
<PAGE>
o the physical attributes of the apartment building such as its age,
appearance and construction quality;
o local employer relocations and military base closings;
o the location of the property, for example, a change in the neighborhood
over time;
o capability of management in renting units;
o the ability of management to provide adequate maintenance and
insurance;
o the types of services or amenities that the property provides;
o the property's reputation;
o the level of mortgage interest rates, which may encourage tenants to
purchase rather than lease housing;
o in the case of student housing facilities, the reliance on the
financial well-being of the colleges or universities to which they
relate, as well as physical layouts which may not be readily convertible
to traditional multifamily use;
o the presence of competing properties;
o the tenant mix, such as the tenant population being predominantly
students or being heavily dependent on workers from a particular
business or personnel from a local military base;
o local competitive conditions;
o quality of management;
o dependence upon governmental programs that provide rent subsidies to
tenants pursuant to tenant voucher programs, which vouchers may be used
at other properties and influence tenant mobility;
o adverse local or national economic conditions, which may limit the
amount of rent that may be charged and may result in a reduction of
timely rent payments or a reduction in occupancy levels; and
o state and local regulations, which may affect the building owner's
ability to increase rent to market rent for an equivalent apartment.
HOTEL PROPERTIES HAVE SPECIAL RISKS
Hotel properties secure 4 of the mortgage loans representing approximately
14.12% of the aggregate principal balance of the pool of mortgage loans as of
the cut-off date.
Various factors may adversely affect the economic performance of a hotel,
including:
o adverse economic and social conditions, either local, regional or
national (which may limit the amount that can be charged for a room and
reduce occupancy levels);
o the construction of competing hotels or resorts;
o continuing expenditures for modernizing, refurbishing and maintaining
existing facilities prior to the expiration of their anticipated useful
lives;
o a deterioration in the financial strength or managerial capabilities of
the owner and operator of a hotel; and
o changes in travel patterns caused by changes in access, energy prices,
strikes, relocation of highways, the construction of additional highways
or other factors.
Because hotel rooms generally are rented for short periods of time, the
financial performance of hotels tends to be affected by adverse economic
conditions and competition more quickly than other commercial properties.
S-42
<PAGE>
Moreover, the hotel and lodging industry is generally seasonal in nature
and different seasons affect different hotels depending on type and location.
This seasonality can be expected to cause periodic fluctuations in a hotel
property's room and restaurant revenues, occupancy levels, room rates and
operating expenses.
The liquor licenses for most of the mortgaged properties are held by
affiliates of the mortgagors, unaffiliated managers and operating lessees. The
laws and regulations relating to liquor licenses generally prohibit the
transfer of such licenses to any person. In the event of a foreclosure of a
hotel property that holds a liquor license, the trustee or a purchaser in a
foreclosure sale would likely have to apply for a new license, which might not
be granted or might be granted only after a delay which could be significant.
There can be no assurance that a new license could be obtained promptly or at
all. The lack of a liquor license in a full-service hotel could have an adverse
impact on the revenue from the related mortgaged property or on the hotel's
occupancy rate.
RISKS RELATING TO AFFILIATION WITH A FRANCHISE OR HOTEL MANAGEMENT COMPANY
The 4 mortgage loans secured by hotel properties, representing
approximately 14.12% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, are affiliated with a franchise or hotel
management company through a franchise or management agreement. The performance
of a hotel property affiliated with a franchise or hotel management company
depends in part on:
o the continued existence and financial strength of the franchisor or
hotel management company;
o the public perception of the franchise or hotel chain service mark; and
o the duration of the franchise licensing or management agreements.
Any provision in a franchise agreement or management agreement providing
for termination because of a bankruptcy of a franchisor or manager generally
will not be enforceable. Replacement franchises may require significantly
higher fees.
The transferability of franchise license agreements is restricted. In the
event of a foreclosure, the lender or its agent would not have the right to use
the franchise license without the franchisor's consent. Conversely, in the case
of certain mortgage loans, the lender may be unable to remove a franchisor or a
hotel management company that it desires to replace following a foreclosure.
INDUSTRIAL PROPERTIES HAVE SPECIAL RISKS
Industrial properties secure 9 of the mortgage loans representing
approximately 9.71% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date. Significant factors determining the value of
industrial properties are:
o the quality of tenants;
o building design and adaptability; and
o the location of the property.
Concerns about the quality of tenants, particularly major tenants, are
similar in both office properties and industrial properties, although
industrial properties are more frequently dependent on a single or few tenants.
Industrial properties may be adversely affected by reduced demand for
industrial space occasioned by a decline in a particular industry segment (for
example, a decline in defense spending), and a particular industrial or
warehouse property that suited the needs of its original tenant may be
difficult to relet to another tenant or may become functionally obsolete
relative to newer properties. In addition, lease terms with respect to
industrial properties are generally for shorter periods of time and may result
in a substantial percentage of leases expiring in the same year at any
particular industrial property.
Aspects of building site design and adaptability affect the value of an
industrial property. Site characteristics which are generally desirable to a
warehouse/industrial property include high clear ceiling
S-43
<PAGE>
heights, wide column spacing, a large number of bays (loading docks) and large
bay depths, divisibility, large minimum truck turning radii and overall
functionality and accessibility.
Location is also important because an industrial property requires the
availability of labor sources, proximity to supply sources and customers and
accessibility to rail lines, major roadways and other distribution channels.
MANUFACTURED HOUSING COMMUNITY PROPERTIES HAVE SPECIAL RISKS
5 of the mortgage loans, representing approximately 3.23% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date, are
secured by manufactured housing community properties. Loans secured by liens on
manufactured housing community properties pose risks not associated with loans
secured by liens on other types of income producing real estate.
The successful operation of a manufactured housing community property may
depend upon the number of other competing residential developments in the local
market, such as:
o other manufactured housing communities;
o apartment buildings; and
o site built single family homes.
Other factors may also include:
o the physical attributes of the community, including its age and
appearance;
o location of the manufactured housing community;
o the ability of management to provide adequate maintenance and
insurance;
o the type of services or amenities it provides;
o the property's reputation; and
o state and local regulations, including rent control and rent
stabilization.
The manufactured housing community properties are "special purpose"
properties that could not be readily converted to general residential, retail
or office use. Thus, if the operation of any of the manufactured housing
community properties becomes unprofitable due to competition, age of the
improvements or other factors such that the borrower becomes unable to meet its
obligations on the related mortgage loan, the liquidation value of that
manufactured housing community property may be substantially less, relative to
the amount owing on the related mortgage loan, than would be the case if the
manufactured housing community property were readily adaptable to other uses.
SELF-STORAGE PROPERTIES HAVE SPECIAL RISKS
Self-storage properties secure 7 of the mortgage loans, representing
approximately 3.14% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date. Self-storage properties are considered vulnerable
to competition, because both acquisition costs and break-even occupancy are
relative low. The conversion of self-storage facilities to alternative uses
would generally require substantial capital expenditures, Thus, if the
operation of any of the self-storage mortgaged properties becomes unprofitable
due to:
o decreased demand;
o competition;
o lack of proximity to apartment complexes or commercial users;
o apartment tenants moving to single-family homes;
o decline in services rendered, including security;
o dependence on business activity ancillary to renting units;
S-44
<PAGE>
o age of improvements; or
o other factors so that the borrower becomes unable to meet its
obligations on the related mortgage loan, the liquidation value of that
self-storage mortgage property may be substantially less, relative to
the amount owing on the mortgage loan, than if the self-storage
mortgaged property were readily adaptable to other uses.
Tenant privacy, anonymity and efficient access may heighten environmental
risks. No environmental assessment of a mortgaged property included an
inspection of the contents of the self-storage units included in the
self-storage mortgaged properties and there is no assurance that all of the
units included in the self-storage mortgaged properties are free from hazardous
substances or other pollutants or contaminants or will remain so in the future.
CREDIT TENANT LEASE PROPERTIES HAVE SPECIAL RISKS
Credit tenant lease properties secure 5 of the mortgage loans,
representing approximately 1.03% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date. The credit tenant lease loans are
secured by mortgaged properties subject to credit lease obligations of certain
tenants which are subject to certain offset rights for landlord defaults. Such
property is leased to subsidiaries of CVS Corporation (whose long term
unsecured debt is rated "A" by S&P and "A3" by Moody's), the lease obligations
of which are guaranteed by CVS Corporation. Such rating reflects the rating
agency's assessment of the long-term unsecured obligations of such entity only,
and do not imply an assessment of the likelihood that the credit tenant leases
will not be terminated or such loans repaid.
LACK OF SKILLFUL PROPERTY MANAGEMENT ENTAILS RISKS
The successful operation of a real estate project depends upon the
property manager's performance and viability. The property manager is
responsible for:
o responding to changes in the local market;
o planning and implementing the rental structure;
o operating the property and providing building services;
o managing operating expenses; and
o assuring that maintenance and capital improvements are carried out in a
timely fashion.
Properties deriving revenues primarily from short-term sources, such as
short-term or month-to-month leases, are generally more management intensive
than properties leased to creditworthy tenants under long-term leases.
We make no representation or warranty as to the skills of any present or
future managers. In many cases, the property manager is an affiliate of the
borrower and may not manage properties for non-affiliates. Additionally, we
cannot assure you that the property managers will be in a financial condition
to fulfill their management responsibilities throughout the terms of their
respective management agreements.
SOME MORTGAGED PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE USES
Some of the mortgaged properties 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 also may prevent alternative uses. See
"--Zoning Compliance and Use Restrictions" below.
MORTGAGE LOANS SECURED BY LEASEHOLD INTERESTS MAY EXPOSE INVESTORS TO GREATER
RISKS OF DEFAULT AND LOSS
6 of the mortgage loans, representing approximately 3.56% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date, are
secured by liens on the related borrower's leasehold
S-45
<PAGE>
interest in all or a portion of the related real property, but not by the
corresponding ownership interest in the property that is subject to the ground
lease. Because of the possible termination of the related ground lease, lending
on a leasehold interest in a real property may be riskier than lending on a fee
ownership interest in that property. See "Certain Legal Aspects of the Mortgage
Loans--Foreclosure--Leasehold Risks" in the prospectus.
LIMITATIONS OF APPRAISALS
Appraisals were obtained with respect to each of the mortgaged properties
at or about the time of the origination of the applicable mortgage loan. In
general, appraisals represent the analysis and opinion of qualified appraisers
and are not guarantees of present or future value. One appraiser may reach a
different conclusion than the conclusion that would be reached if a different
appraiser were appraising that property. Moreover, appraisals seek to establish
the amount a typically motivated buyer would pay a typically motivated seller
and, in certain cases, may have taken into consideration the purchase price
paid by the borrower. That amount could be significantly higher than the amount
obtained from the sale of a mortgaged property under a distress or liquidation
sale. We cannot assure you that the information set forth in this prospectus
supplement regarding appraised values or loan-to-value ratios accurately
reflects past, present or future market values of the mortgaged properties.
YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISKS
You and other certificateholders generally do not have a right to vote and
do not have the right to make decisions with respect to the administration of
the trust. See "Servicing of the Mortgage Loans--General" in this prospectus
supplement. Those decisions are generally made, subject to the express terms of
the pooling and servicing agreement, by the master servicer, the trustee or the
special servicer, as applicable. Any decision made by one of those parties in
respect of the trust, even if that decision is determined to be in your best
interests by that party, may be contrary to the decision that you or other
certificateholders would have made and may negatively affect your interests.
POTENTIAL CONFLICTS OF INTEREST
An affiliate of the special servicer intends to purchase a portion of the
Series 2000-1 non-offered certificates. Additionally, affiliates of General
Electric Capital Corporation and the master servicer may purchase a portion of
the Series 2000-1 offered and non-offered certificates. This could cause a
conflict between the special servicer's or master servicer's duties to the
trust under the pooling and servicing agreement or subservicing agreement, as
applicable, and its interest as a holder of a certificate. However, the pooling
and servicing agreement provides that the mortgage loans are required to be
administered in accordance with the servicing standards without regard to
ownership of any certificate by a servicer or any of their affiliates. See
"Servicing of the Mortgage Loans--General" in this prospectus supplement.
In addition, any of those parties may, especially if it or an affiliate
holds Series 2000-1 non-offered certificates, or has financial interests in or
other financial dealings with a borrower under any of the mortgage loans, have
interests when dealing with the mortgage loans that are in conflict with those
of holders of the offered certificates. For instance, a special servicer that
holds Series 2000-1 non-offered certificates could seek to reduce the potential
for losses allocable to those certificates from a troubled mortgage loan by
deferring acceleration in hope of maximizing future proceeds. However, that
action could result in less proceeds to the trust than would be realized if
earlier action had been taken. In general, a servicer is not required to act in
a manner more favorable to the offered certificates or any particular class of
offered certificates than to Series 2000-1 non-offered certificates.
In addition, each servicer 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 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, certain of the real properties securing the loans
that will be included in the trust. Consequently, personnel of any of the
servicers may perform services, on behalf of the trust, with respect to the
mortgage loans at the same time as they are performing services, on behalf of
other persons, with
S-46
<PAGE>
respect to other mortgage loans secured by properties that compete with the
real properties securing the mortgage loans. This may pose inherent conflicts
for the master servicer, special servicer or a primary servicer.
In addition, certain of the mortgage loans included in the trust may have
been refinancings of debt previously held by a mortgage loan seller or an
affiliate of a mortgage loan seller and the mortgage loan sellers or their
affiliates may have or have had equity investments in the borrowers or
properties under certain of the mortgage loans included in the trust. Each of
the mortgage loan sellers and their affiliates have made and/or may make loans
to, or equity investments in, affiliates of the borrowers under the mortgage
loans. Additionally, in the case of 1 mortgage loan (identified as Loan No. 17
on Annex A to this prospectus supplement), representing approximately 0.26% of
the aggregate principal balance of the pool of mortgage loans as of the cut-off
date, the respective mortgage loan seller has other loans to the same borrowing
entity that are not part of the pool of mortgage loans.
The managers of the mortgaged properties and the borrowers may experience
conflicts of interest in the management and/or ownership of the mortgaged
properties because:
o a substantial number of the mortgaged properties are managed by
property managers affiliated with the respective borrowers;
o these property managers also may manage and/or franchise additional
properties, including properties that may compete with the mortgaged
properties; and
o affiliates of the managers and/or the borrowers, or the managers and/or
the borrowers themselves, also may own other properties, including
competing properties.
DIRECTING CERTIFICATEHOLDER MAY DIRECT SPECIAL SERVICER ACTIONS
In connection with the servicing of the specially serviced mortgage loans,
the special servicer may, at the direction of the directing certificateholder,
take actions with respect to the specially serviced mortgage loans that could
adversely affect the holders of some or all of the classes of offered
certificates. The directing certificateholder will be controlled by the
controlling class certificateholders, which may have interests in conflict with
those of the certificateholders of the classes of offered certificates. As a
result, it is possible that the directing certificateholder may direct the
special servicer to take actions which conflict with the interests of certain
classes of the offered certificates. However, the special servicer is not
permitted to take actions which are prohibited by law or violate the servicing
standards. See "Servicing of the Mortgage Loans--General" in this prospectus
supplement.
BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS
Under federal bankruptcy law, the filing of a petition in bankruptcy by or
against a borrower will stay the sale of the mortgaged property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.
In addition, even if a court determines that the value of the mortgaged
property is less than the principal balance of the mortgage loan it secures,
the court may prevent a lender from foreclosing on the mortgaged property
(subject to certain protections available to the lender). As part of a
restructuring plan, a court also may reduce the amount of secured indebtedness
to the then-current value of the mortgaged property, which would make the
lender a general unsecured creditor for the difference between the then-current
value and the amount of its outstanding mortgage indebtedness. A bankruptcy
court also may: (1) grant a debtor a reasonable time to cure a payment default
on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3)
change the rate of interest due on a mortgage loan; or (4) otherwise alter the
mortgage loan's repayment schedule.
Moreover, the filing of a petition in bankruptcy by, or on behalf of, a
junior lienholder may stay the senior lienholder from taking action to
foreclose on the junior lien. Additionally, the borrower's trustee or the
borrower, as debtor-in-possession, has certain special powers to avoid,
subordinate or disallow debts. In certain circumstances, the claims of the
trustee may be subordinated to financing obtained by a debtor-in-possession
subsequent to its bankruptcy.
S-47
<PAGE>
Additionally, pursuant to subordination agreements for certain of the
mortgage loans, the subordinate lenders may have agreed that they will not take
any direct actions with respect to the related subordinated debt, including any
actions relating to the bankruptcy of the borrower, and that the holder of the
mortgage loan will have all rights to direct all such actions. There can be no
assurance that in the event of the borrower's bankruptcy, a court will enforce
such restrictions against a subordinated lender.
In its recent decision in In re 203 North LaSalle Street Partnership, 246
B.R. 325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court
for the Northern District of Illinois refused to enforce a provision of a
subordination agreement that allowed a first mortgagee to vote a second
mortgagee's claim with respect to a Chapter 11 reorganization plan on the
grounds that prebankruptcy contracts cannot override rights expressly provided
by the Bankruptcy Code. This holding, which one court has already followed,
potentially limits the ability of a senior lender to accept or reject a
reorganization plan or to control the enforcement of remedies against a common
borrower over a subordinated lender's objections.
Under federal bankruptcy law, the lender will be stayed from enforcing a
borrower's assignment of rents and leases. Federal bankruptcy law also may
interfere with the master servicer's or special servicer's ability to enforce
lockbox requirements. The legal proceedings necessary to resolve these issues
can be time consuming and costly and may significantly delay or diminish the
receipt of rents. Rents also may escape an assignment to the extent they are
used by the borrower to maintain the mortgaged property or for other court
authorized expenses.
As a result of the foregoing, the trustee's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the
aggregate amount ultimately collected may be substantially less than the amount
owed.
RISKS RELATING TO PREPAYMENTS AND REPURCHASES
The yield to maturity on your certificates will depend, in significant
part, upon the rate and timing of principal payments on the mortgage loans. For
this purpose, principal payments include both voluntary prepayments, if
permitted, and involuntary prepayments, such as prepayments resulting from
casualty or condemnation, defaults and liquidations or repurchases upon
breaches of representations and warranties. BECAUSE THE NOTIONAL AMOUNT OF THE
CLASS X CERTIFICATES IS BASED UPON THE OUTSTANDING PRINCIPAL BALANCE OF ALL
OTHER CLASSES OF CERTIFICATES (OTHER THAN THE CLASS S CERTIFICATES AND THE
RESIDUAL CERTIFICATES), THE YIELD TO MATURITY ON THE CLASS X CERTIFICATES WILL
BE EXTREMELY SENSITIVE TO THE RATE AND TIMING OF PREPAYMENTS OF PRINCIPAL,
LIQUIDATIONS AND PRINCIPAL LOSSES. ALSO, A RAPID RATE OF PRINCIPAL PREPAYMENTS,
LIQUIDATIONS AND/OR PRINCIPAL LOSSES COULD RESULT IN THE FAILURE TO RECOUP THE
INITIAL INVESTMENT IN THE CLASS X CERTIFICATES.
The yield on the Class X, Class B, Class C, Class D and Class E
Certificates could also be adversely affected if mortgage loans with higher
interest rates pay faster than the mortgage loans with lower interest rates,
since those classes bear interest at a rate limited by the weighted average net
mortgage rate of the mortgage loans. The pass-through rates on those classes of
certificates may be limited by the weighted average of the net interest rates
on the mortgage loans even if principal prepayments do not occur.
The investment performance of your certificates may vary materially and
adversely from your expectations if the actual rate of prepayment on the
mortgage loans is higher or lower than you anticipate.
Any changes in the weighted average lives of your certificates may
adversely affect your yield. Prepayments resulting in a shortening of weighted
average lives of your certificates may be made at a time of low interest rates
when you may be unable to reinvest the resulting payment of principal on your
certificates at a rate comparable to the effective yield anticipated by you in
making your investment in the certificates, while delays and extensions
resulting in a lengthening of those weighted average lives may occur at a time
of high interest rates when you may have been able to reinvest principal
payments that would otherwise have been received by you at higher rates.
Although all of the mortgage loans have prepayment protection in the form
of lockout periods with defeasance provisions or with yield maintenance
provisions, we cannot assure you that the related borrowers will refrain from
prepaying their mortgage loans due to the existence of yield maintenance
charges or prepayment provisions or that involuntary prepayments will not
occur.
S-48
<PAGE>
The rate at which voluntary prepayments occur on the mortgage loans will
be affected by a variety of factors, including:
o the terms of the mortgage loans;
o the length of any prepayment lock-out period;
o the level of prevailing interest rates;
o the availability of mortgage credit;
o the applicable yield maintenance charges;
o the master servicer's or special servicer's ability to enforce those
charges or premiums;
o the failure to meet certain requirements for the release of escrows;
o the occurrence of casualties or natural disasters; and
o economic, demographic, tax, legal or other factors.
The mortgage loans do not require a yield maintenance charge for
prepayments in connection with a casualty or condemnation unless, in the case
of most of the mortgage loans, an event of default has occurred and is
continuing. Certain shortfalls in interest as a result of involuntary
prepayments may reduce the available distribution amount. In addition, if a
mortgage loan seller repurchases any mortgage loan from the trust due to
breaches of representations or warranties, the repurchase price paid will be
passed through to the holders of the certificates with the same effect as if
the mortgage loan had been prepaid in part or in full, and no yield maintenance
charge would be payable. A repurchase may adversely affect the yield to
maturity on your certificates.
RISKS RELATING TO ENFORCEABILITY OF YIELD MAINTENANCE CHARGES OR DEFEASANCE
PROVISIONS
Provisions requiring yield maintenance charges or lockout periods may not
be enforceable in some states and under federal bankruptcy law. Provisions
requiring yield maintenance charges also may be interpreted as constituting the
collection of interest for usury purposes. Accordingly, we cannot assure you
that the obligation to pay any yield maintenance charge will be enforceable.
Also, we cannot assure you that foreclosure proceeds will be sufficient to pay
an enforceable yield maintenance charge.
Additionally, although the collateral substitution provisions related to
defeasance do not have the same effect on the certificateholders as prepayment,
we cannot assure you that a court would not interpret those provisions as
requiring a yield maintenance charge. In certain jurisdictions, those
collateral substitution provisions might be deemed unenforceable under
applicable law or public policy, or usurious.
RISKS RELATING TO BORROWER DEFAULT
The rate and timing of delinquencies or defaults on the mortgage loans
will affect:
o the aggregate amount of distributions on the offered certificates;
o their yield to maturity;
o the rate of principal payments; and
o their weighted average life.
If losses on the mortgage loans exceed the aggregate principal amount of
the classes of certificates subordinated to a particular class, that class will
suffer a loss equal to the full amount of the excess (up to the outstanding
principal amount of that class).
If you calculate your anticipated yield based on assumed rates of defaults
and losses that are lower than the default rate and losses actually
experienced, and those losses are allocated to your certificates, your actual
yield to maturity will be lower than the assumed yield. Under certain extreme
scenarios, that yield could be negative. In general, the earlier a loss borne
by you on your certificates occurs, the greater the effect on your yield to
maturity.
S-49
<PAGE>
Even if losses on the mortgage loans are not borne by your certificates,
those losses may affect the weighted average life and yield to maturity of your
certificates. This may be so, because those losses lead to your certificates
having a higher percentage ownership interest in the trust and related
distributions of principal payments on the mortgage loans than would otherwise
have been the case. The effect on the weighted average life and yield to
maturity of your certificates will depend upon the characteristics of the
remaining mortgage loans.
Additionally, delinquencies and defaults on the mortgage loans may
significantly delay the receipt of distributions by you on your certificates,
unless advances are made to cover delinquent payments or the subordination of
another class of certificates fully offsets the effects of any delinquency or
default.
Additionally, the courts of any state may refuse the foreclosure of a
mortgage or deed of trust when an acceleration of the indebtedness would be
inequitable or unjust or the circumstances would render the action
unconscionable. See "Certain Legal Aspects of the Mortgage Loans--Foreclosure"
in the prospectus.
RISKS RELATING TO CERTAIN PAYMENTS
To the extent described in this prospectus supplement, the master
servicer, the special servicer or the trustee, as applicable, will be entitled
to receive interest on unreimbursed advances, compounded monthly, at the "Prime
Rate" as published in The Wall Street Journal as described in this prospectus
supplement. This interest will generally accrue from the date on which the
related advance is made or the related expense is incurred through the date of
reimbursement. In addition, under certain circumstances, including
delinquencies in the payment of principal and/or interest, a mortgage loan will
be specially serviced and the special servicer is entitled to compensation for
special servicing activities. The right to receive interest on advances or
special servicing compensation is senior to the rights of certificateholders to
receive distributions on the offered certificates. The payment of interest on
advances and the payment of compensation to the special servicer may lead to
shortfalls in amounts otherwise distributable on your certificates.
RISKS OF LIMITED LIQUIDITY AND MARKET VALUE
Your certificates will not be listed on any national securities exchange
or traded on any automated quotation systems of any registered securities
association, and there is currently no secondary market for your certificates.
While the underwriters currently intend to make a secondary market in the
offered certificates, they are not obligated to do so. Additionally, one or
more purchasers may purchase substantial portions of one or more classes of
offered certificates. Accordingly, you may not have an active or liquid
secondary market for your certificates. Lack of liquidity could result in a
substantial decrease in the market value of your certificates. The market value
of your certificates also may be affected by many other factors, including the
then-prevailing interest rates.
DIFFERENT TIMING OF MORTGAGE LOAN AMORTIZATION POSES CERTAIN RISKS
As principal payments or prepayments are made on a mortgage loan that is
part of a pool of mortgage loans, the pool will be subject to more
concentration risks with respect to the diversity of mortgaged properties,
types of mortgaged properties and number of borrowers, as described above.
Classes that have a later sequential designation or a lower payment priority
are more likely to be exposed to this concentration risk than are classes with
an earlier sequential designation or a higher priority. This is so because
principal on the offered certificates is generally payable in sequential order,
and no class entitled to distribution of principal generally receives principal
until the principal amount of the preceding class or classes entitled to
receive principal have been reduced to zero.
SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES
As described in this prospectus supplement, unless your certificates are
Class A-1, Class A-2 or Class X certificates, your rights to receive
distributions of amounts collected or advanced on or in respect of the mortgage
loans will be subordinated to those of the holders of the offered certificates
with an earlier alphabetical designation.
S-50
<PAGE>
See "Description of the Certificates--Distributions--Priority" and
"Description of the Certificates--Subordination; Allocation of Collateral
Support Deficit" in this prospectus supplement.
ENVIRONMENTAL RISKS RELATING TO THE MORTGAGED PROPERTIES
The trust could become liable for a material adverse environmental
condition at an underlying real property. Any such potential liability could
reduce or delay payments on the offered certificates.
All of the mortgaged properties were subject to environmental site
assessments at or about the time of origination of the mortgage loans,
including Phase I site assessments or updates of previously performed Phase I
site assessments. In some cases, Phase II site assessments have also been
performed. Although those assessments involved site visits and other types of
review, we cannot assure you that all environmental conditions and risks were
identified.
Except as described below, none of the environmental assessments revealed
any material adverse environmental condition or circumstance at any mortgaged
property except for those:
o which will be remediated or abated in all material respects by the
closing date;
o for which an escrow for the remediation was established;
o for which an environmental insurance policy was obtained from a third
party insurer;
o for which the consultant recommended an operations and maintenance plan
or periodic monitoring of nearby properties, which recommendations are
consistent with industry practice;
o for which the principal of the borrower or another financially
responsible party is required to take, or is liable for the failure to
take, such actions, if any, with respect to such matters as have been
required by the applicable governmental authority or recommended by the
environmental assessments; or
o for which such conditions or circumstances were investigated further
and the environmental consultant recommended no further action or
remediation.
In certain cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint and/or radon. Where these
substances were present, the environmental consultant generally recommended,
and the related loan documents required, the establishment of an operation and
maintenance plan to address the issue or, in the case of asbestos-containing
materials and lead-based paint, an abatement or removal program. Other
identified conditions could, for example, include leaks from storage tanks and
on-site spills. Corrective action, as required by the regulatory agencies, has
been or is currently being undertaken and, in some cases, the related borrowers
have made deposits into environmental reserve accounts. However, we cannot
assure you that any environmental indemnity, insurance or reserve amounts will
be sufficient to remediate the environmental conditions or that all
environmental conditions have been identified or that operation and maintenance
plans will be put in place and/or followed. Additionally, we cannot assure you
that actions of tenants at mortgaged properties will not adversely affect the
environmental condition of the mortgaged properties.
See "Servicing of the Mortgage Loans--Realization Upon Defaulted Mortgage
Loans" in this prospectus supplement and "Risk Factors--Environmental Risks"
and "Certain Legal Aspects of Mortgage Loans--Environmental Risks" in the
prospectus.
TAX CONSIDERATIONS RELATING TO FORECLOSURE
If the trust acquires a mortgaged property pursuant to a foreclosure or
deed in lieu of foreclosure, the special servicer must retain an independent
contractor to operate the property. Any net income from the operation of the
property (other than qualifying "rents from real property"), any rental income
based on the net profits of a tenant or sub-tenant or any income from a
non-customary service, will subject the Lower-Tier REMIC to federal tax (and
possibly state or local tax) on that income at the highest marginal corporate
tax rate (currently 35%). In that event, the net proceeds available for
distribution to certificateholders will be reduced. The special servicer may
permit the Lower-Tier REMIC to earn "net income from foreclosure
S-51
<PAGE>
property" that is subject to tax if it determines that the net after-tax
benefit to certificateholders is greater than under another method of operating
or net leasing the mortgaged property.
RISKS ASSOCIATED WITH ONE ACTION RULES
Several states (including California) have laws that prohibit more than
one "judicial action" to enforce a mortgage obligation, and some courts have
construed the term "judicial action" broadly. Accordingly, the special servicer
is required to obtain advice of counsel prior to enforcing any of the trust
fund's rights under any of the mortgage loans that include mortgaged properties
where the rule could be applicable. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure" in the prospectus.
PROPERTY INSURANCE
All of the mortgage loans require the related borrower to maintain, or
cause to be maintained, property insurance. However, the mortgaged properties
may suffer casualty losses due to risks which were not covered by insurance or
for which insurance coverage is inadequate. In addition, approximately 18.98%,
18.57% and 2.87% of the mortgaged properties, by aggregate principal balance of
the pool of mortgage loans as of the cut-off date, are located in California,
Texas and Florida, respectively, states that have historically been at greater
risk regarding acts of nature (such as earthquakes, floods and hurricanes) than
other states. We cannot assure you that borrowers will be able to maintain
adequate insurance. Moreover, if reconstruction or any major repairs are
required, changes in laws may materially affect the borrower's ability to
effect any reconstruction or major repairs or may materially increase the costs
of the reconstruction or repairs.
As a result of any of the foregoing, the amount available to make
distributions on your certificates could be reduced.
ZONING COMPLIANCE AND USE RESTRICTIONS
Certain of the mortgaged properties may not comply with current zoning
laws, including density, use, parking and set back requirements, due to changes
in zoning requirements after such mortgaged properties were constructed. These
properties, as well as those for which variances or special permits were
issued, are considered to be a "legal non-conforming use" and/or the
improvements are considered to be "legal non-conforming structures". This means
that the borrower is not required to alter its structure to comply with the
existing or new law; however, the borrower may not be able to rebuild the
premises "as is" in the event of a substantial casualty loss. This may
adversely affect the cash flow of the property following the loss. If a
substantial casualty were to occur, we cannot assure you that insurance
proceeds would be available to pay the mortgage loan in full. In addition, if
the property were repaired or restored in conformity with the current law, the
value of the property or the revenue-producing potential of the property may
not be equal to that before the casualty.
In addition, certain of the mortgaged properties which are non-conforming
may be in violation of applicable zoning laws although the mortgage loan
sellers are not aware of any such violations that are material. The failure of
a mortgaged property to comply with zoning laws or to be a "legal
non-conforming use" or "legal non-conforming structure" may adversely affect
market value of the mortgaged property or the borrower's ability to continue to
use it in the manner it is currently being used, or subject the borrower to
other penalties prescribed by applicable zoning laws.
In addition, certain of the mortgaged properties may be subject to certain
use restrictions imposed pursuant to reciprocal easement agreements or
operating agreements. Such use restrictions could include, for example,
limitations on the character of the improvements or the properties, limitations
affecting noise and parking requirements, and limitations on the borrowers'
right to operate certain types of facilities within a prescribed radius, among
other things. These limitations could adversely affect the ability of the
related borrower to lease the mortgaged property on favorable terms, thus
adversely affecting the borrower's ability to fulfill its obligations under the
related mortgage loan.
S-52
<PAGE>
RISKS RELATING TO COSTS OF COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
A borrower may be required to incur costs to comply with various existing
and future federal, state or local laws and regulations applicable to the
related mortgaged property, for example, zoning laws and the Americans with
Disabilities Act of 1990, as amended, which requires all public accommodations
to meet certain federal requirements related to access and use by disabled
persons. See "Certain Legal Aspects of Mortgage Loans--Americans with
Disabilities Act" in the prospectus. The expenditure of these costs or the
imposition of injunctive relief, penalties or fines in connection with the
borrower's noncompliance could negatively impact the borrower's cash flow and,
consequently, its ability to pay its mortgage loan.
NO REUNDERWRITING OF THE MORTGAGE LOANS
We have not reunderwritten the mortgage loans. Instead, we have relied on
the representations and warranties made by the mortgage loan sellers, and the
applicable mortgage loan seller's obligation to repurchase, substitute or cure
a mortgage loan in the event that a representation or warranty was not true
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; Repurchases and Substitutions" in this
prospectus supplement.
LITIGATION
There may be pending or threatened legal proceedings against the borrowers
and managers of the mortgaged properties and their respective affiliates
arising out of the ordinary business of the borrowers, managers and affiliates.
We cannot assure you that litigation will not have a material adverse effect on
your investment.
BOOK-ENTRY REGISTRATION
Your certificates will be initially represented by one or more
certificates registered in the name of Cede & Co., as the nominee for DTC, and
will not be registered in your name. As a result, you will not be recognized as
a certificateholder, or holder of record of your certificates. See "Risk
Factors--Book-Entry System for Certain Classes May Decrease Liquidity and Delay
Payment" in the prospectus for a discussion of important considerations
relating to not being a certificateholder of record.
RISKS OF INSPECTIONS RELATING TO PROPERTIES
Licensed engineers or consultants inspected the mortgaged properties at or
about the time of the origination of the mortgage loans to assess items such as
structural integrity of the buildings and other improvements on the mortgaged
properties, including exterior walls, roofing, interior construction,
mechanical and electrical systems and general condition of the site, buildings
and other improvements. However, we cannot assure you that all conditions
requiring repair or replacement were identified. No additional property
inspections were conducted in connection with the issuance of the offered
certificates.
OTHER RISKS
See "Risk Factors" in the prospectus for a description of certain other
risks and special considerations that may be applicable to your certificates.
S-53
<PAGE>
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
All percentages of the mortgage loans and mortgaged properties, or of any
specified group of mortgage loans and mortgaged properties, referred to in this
prospectus supplement without further description are approximate percentages
by Initial Pool Balance. The trust will consist primarily of 105 mortgage loans
secured by 116 commercial, multifamily and manufactured housing community
mortgaged properties with an aggregate principal balance of approximately
$713,101,067 (the "Initial Pool Balance") as of the later of the cut-off date
or the origination date. The "Cut-off Date Balance" of any mortgage loan will
be the unpaid principal balance of that mortgage loan as of the later of the
cut-off date or the origination date, after application of all payments due on
or before that date, whether or not received. Each mortgage loan is evidenced
by a promissory note (a "Mortgage Note") and secured by a mortgage, deed of
trust or other similar security instrument (a "Mortgage") that creates a first
mortgage lien:
(1) on a fee simple estate in one or more commercial, multifamily or
manufactured housing community properties;
(2) with respect to 1 mortgage loan (identified as Loan No. 35 on Annex A
to this prospectus supplement), representing approximately 4.55% of the
Initial Pool Balance, the fee simple and leasehold estates in all of the
commercial property plus a leasehold interest on air rights above an
adjacent parcel; and
(3) with respect to 1 mortgage loan (identified as Loan No. 33 on Annex A
to this prospectus supplement), representing approximately 5.13% of the
Initial Pool Balance, seven of the properties are secured by the fee simple
estate and two of such properties are secured by a leasehold estate in the
commercial property; or
(4) with respect to 4 mortgage loans (identified as Loan No. 5, 22, 27
and 30 on Annex A to this prospectus supplement), representing
approximately 2.33% of the Initial Pool Balance, a leasehold estate in a
commercial property (each of clauses (1) through (4), a "Mortgaged
Property").
The term of any ground lease securing any mortgage loan that is not also
secured by the related fee interest extends at least 10 years beyond the stated
maturity of that mortgage loan (including extensions at the lender's option).
Mortgage loans secured by ground leases present certain bankruptcy and
foreclosure risks not present with mortgage loans secured by fee simple
estates. See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold
Risks" and "Certain Legal Aspects of Mortgage Loans-- Bankruptcy Laws" in the
prospectus.
On or about December 20, 2000 (the "Closing Date"), GE Capital Commercial
Mortgage Corporation (the "Depositor") will acquire the mortgage loans from
General Electric Capital Corporation ("GECC"), The Chase Manhattan Bank
("Chase") and Bear, Stearns Funding, Inc. ("BSFI" and, collectively with GECC
and Chase, the "Mortgage Loan Sellers") pursuant to three mortgage loan
purchase agreements, each dated as of the cut-off date (the "Purchase
Agreements"), between the Depositor and the applicable Mortgage Loan Seller.
The Depositor will then assign its interests in the mortgage loans, without
recourse, to Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee") for
the benefit of the holders of the certificates (the "Certificateholders"). See
"--The Mortgage Loan Sellers" below and "Description of the Pooling
Agreements--Assignment of Mortgage Loans; Repurchases" in the prospectus. For
purposes of the prospectus, each of the Mortgage Loan Sellers constitutes a
Mortgage Asset Seller.
The mortgage loans were originated in the period between April 2000 and
December 2000.
The mortgage loans are not insured or guaranteed by the Mortgage Loan
Sellers or any other person or entity. You should consider all of the mortgage
loans to be nonrecourse loans as to which recourse in the case of default will
be limited to the specific property and other assets, if any, pledged to secure
a mortgage loan.
As of the cut-off date, the applicable Mortgage Loan Sellers have informed
us that they are aware of the following indebtedness with respect to the
mortgage loans:
S-54
<PAGE>
o The terms of 1 mortgage loan (identified as Loan No. 56 on Annex A to
this prospectus supplement), representing approximately 0.77% of the
Initial Pool Balance, permit the related borrower to incur (1)
unsecured debt (the "TI Debt") for the purpose of constructing tenant
improvements pursuant to certain leases approved by the mortgagee
that, together with trade payables, may not exceed 4% of the
outstanding principal amount of the mortgage loan and (2) unsecured
subordinate debt that matures at least 367 days after the maturity of
the mortgage loan, is subject to an intercreditor agreement acceptable
to the mortgagee and does not exceed, together with trade payables,
the TI Debt and the outstanding balance of the mortgage loan,
$6,825,000.
o Additionally, with respect to 1 mortgage loan (identified as Loan No.
45 on Annex A to this prospectus supplement), representing
approximately 2.38% of the Initial Pool Balance, the related borrower
has unsecured debt payable to an affiliate in an amount not to exceed
$4,040,000, which is subject to the terms of an affiliate advance
subordination agreement.
o The Mortgaged Property securing 1 mortgage loan (identified as Loan
No. 35 on Annex A to this prospectus supplement), representing
approximately 4.55% of the Initial Pool Balance, also secures a loan
payable to the related borrower by an affiliate which owns a fee
interest in a portion of the related Mortgaged Property. The debt is
in the amount of $7,765,655, and has been subordinated to the mortgage
loan and assigned to the mortgagee by the borrower.
o The terms of certain of the mortgage loans permit or require the
borrowers to post letters of credit and/or surety bonds for the
benefit of the mortgage loan, which may constitute a contingent
reimbursement obligation of the related borrower or an affiliate. The
issuing bank or surety will not typically agree to subordination and
standstill protection benefiting the mortgagee.
In addition, substantially all of the mortgage loans permit the related
borrower to incur limited indebtedness in the ordinary course of business that
is not secured by the related mortgaged property. Moreover, in general, any
borrower that does not meet single-purpose entity criteria may not be
restricted from incurring unsecured debt.
In addition, although the mortgage loans generally restrict the transfer
or pledging of general partnership and managing member equity interests in a
borrower, subject to certain exceptions, the terms of the mortgage generally
permit, subject to certain limitations, the pledging of a less than a
controlling portion of the limited partnership or non-managing membership
equity interests in a borrower. Moreover, in general, the parent entity of any
borrower that does not meet single purpose entity criteria may not be
restricted in any way from incurring mezzanine or other debt not secured by the
related mortgaged property.
Certain risks relating to additional debt are described in "Risk
Factors--Ability to Incur Other Borrowings Entails Risk" in this prospectus
supplement and "Certain Legal Aspects of Mortgage Loans-- Subordinate
Financing" in the prospectus.
AFFILIATED BORROWER CONCENTRATIONS
Set forth below is a description of each concentration of those
non-cross-collateralized mortgage loans which have affiliated borrowers and
with an aggregate outstanding principal balance as of the cut-off date which
exceeds 5% of the Initial Pool Balance.
The James Lindsey Concentration. The James Lindsey Concentration
(identified as Loan No. 36, 87, 88 and 95 on Annex A to this prospectus
supplement) consists of four mortgage loans (the "Lindsey Loans"), each secured
by a multifamily property, representing, in the aggregate, approximately 6.02%
of the Initial Pool Balance, with an aggregate Cut-off Date Balance of
approximately $42,908,213. The related Mortgaged Properties are located in
Oklahoma City, Oklahoma (588 units); Fayetteville, Arkansas (228 units);
Russellville, Arkansas (252 units); and Siloam Springs, Arkansas (144 units).
The sponsor of the borrowers is
S-55
<PAGE>
a partnership formed by Mr. James Lindsey. Mr. Lindsey has controlling
interests in various real estate development and management companies, with
ownership or management of over 16,000 apartments. The Lindsey Loans are not
cross-collateralized or cross-defaulted.
SIGNIFICANT MORTGAGE LOANS
Set forth below is a description of the 2 mortgage loans or group of
cross-collateralized mortgage loans with outstanding principal balances as of
the cut-off date which exceed 5% of the Initial Pool Balance.
The Synergy Business Park Loans. Each of the Synergy Business Park I loan
(identified as Loan No. 91 on Annex A to this prospectus supplement) and the
Synergy Business Park II loan (identified as Loan No. 92 on Annex A to this
prospectus supplement) is secured by a first lien on four of the eight
multi-tenanted office buildings comprising the former Koger Center Office Park,
now known as Synergy Business Park located in Brentwood, Tennessee, eight miles
from downtown Nashville. The Synergy Business Park contains 491,800 square feet
of net rentable area, in the aggregate. The four buildings securing the Synergy
Business Park I loan contain approximately 243,691 square feet of net rentable
area, three of which were built between 1984 and 1987 and one of which was
built in 1863 and renovated in 1985. As of November 2000, the buildings were
approximately 97.2% occupied and leased to 73 tenants. The four buildings
securing the Synergy Business Park II loan contain approximately 248,109 square
feet of net rentable area and were built between 1983 and 1998. As of November
2000, the buildings were approximately 90.4% occupied and leased to 97 tenants.
The Synergy Business Park I Loan required an up front $500,000 rollover reserve
and an up front $720,000 capital improvement reserve. The loan also requires a
$219,960 annual rollover reserve (commencing when the $500,000 up front reserve
is depleted), a $46,440 annual replacement reserve and tax and insurance
escrows, each funded monthly. The Synergy Business Park II loan required an up
front $500,000 rollover reserve and an up front $244,750 capital improvement
reserve. The loan also requires a $221,520 annual rollover reserve (commencing
when the $500,000 up front reserve is depleted), a $44,340 annual replacement
reserve and tax and insurance escrows, each funded monthly.
The sponsor of the borrowers is Jordan E. Slone. Jordan Slone is the
Chairman and CEO of Harbor Group International ("HGI"). HGI controls
approximately 2,000,000 square feet of office space, 2,300,000 square feet of
retail space and 6,900 apartment units.
As of the Cut-off Date, the Synergy Business Park I and II loans had a
combined LTV Ratio of approximately 73.81% and a combined DSCR of approximately
1.24x.
The Synergy Business Park loans are cross-collateralized and
cross-defaulted with each other. Under the terms of the Synergy Business Park
loans, partial releases are not permitted.
The EII Portfolio I Loan. The EII Portfolio I loan (identified as Loan No.
33 on Annex A to this prospectus supplement) is secured by first liens on fee
interest in six limited-service Hampton Inns hotels in Scranton, Pennsylvania;
Colonie, New York; Chattanooga, Tennessee; Aurora, Colorado; Beckley, West
Virginia and Maryland Heights, Missouri; leasehold interests in two
limited-service Hampton Inns hotels in Glen Burnie, Maryland and Norfolk,
Virginia; and a fee interest in one limited-service Residence Inn hotel in
Oklahoma City, Oklahoma. The hotels have a total of 1,181 rooms. As of June
2000, the occupancy rate of the hotels, in the aggregate, for the prior
12-month period was approximately 69.0%, with a $71.93 underwritten average
daily rate and $49.62 underwritten revenue per available room. The EII
Portfolio I loan requires a 4.0% reserve for furniture, fixtures and equipment,
on a spend or accrue basis, as well as funded tax and insurance escrows. The
borrower was also required to fund a $500,000 improvement plan reserve at
closing. The sponsor of the borrower is Equity Inns Inc. ("EII"), a NYSE traded
self-administered real estate investment trust. EII commenced operations in
March 1994. As of June 2000, EII held a portfolio of 96 hotels comprising
12,284 rooms, located in 34 states and operating predominantly as
limited-service and extended-stay hotels. The hotels are currently operated
under the terms of operating leases with Interstate Hotels Corporation ("IHC").
Under the terms of a master lease termination agreement, it is anticipated that
the operating leases will be terminated on January 1, 2001, following which IHC
will continue to manage the properties under management contracts, with the
exception of the Hampton Inn in Chattanooga, where a management contract is
being negotiated with another party.
S-56
<PAGE>
As of the Cut-off Date, the EII Portfolio I loan had an LTV Ratio of
approximately 54.71% and a DSCR of approximately 2.18x. Out of the total
balance of the EII Portfolio I loan, $31,607,200, representing the allocated
loan amount with respect to 8 properties securing the EII Portfolio I loan,
amortizes on a 25-year amortization schedule. The remaining $4,992,800,
representing the allocated loan amount with respect to 1 property securing the
EII Portfolio I loan amortizes on a 19-year amortization schedule.
The individual liens that constitute the EII Portfolio I loan are
cross-defaulted and cross-collateralized with each other.
APD LOANS
2 mortgage loans (identified as Loan No. 33 and 52 on Annex A to this
prospectus supplement) (the "APD Loans"), representing approximately 7.19% of
the Initial Pool Balance, provide that if, after a certain date (each, an
"Anticipated Prepayment Date"), the borrower has not prepaid the respective APD
Loan in full, any principal outstanding on that date will accrue interest at an
increased interest rate (the "Revised Rate") rather than the stated Mortgage
Rate (the "Initial Rate"). The Anticipated Prepayment Date for each APD Loan is
120 months after the first due date for the APD Loans. The Revised Rate for
each of the APD Loans is equal to the Initial Rate, plus 2% per annum. After
the Anticipated Prepayment Date, the APD Loans further require that all cash
flow available from the related Mortgaged Property after payment of the
constant periodic payment required under the terms of the related loan
documents and all escrows and property expenses required under the related loan
documents be used to accelerate amortization of principal on the respective APD
Loan. While interest at the Initial Rate continues to accrue and be payable on
a current basis on the APD Loans after their Anticipated Prepayment Dates, the
payment of interest at the excess of the Revised Rate over the Initial Rate for
the APD Loans will be deferred and will be required to be paid, with interest,
only after the outstanding principal balance of the respective APD Loan has
been paid in full. Additionally, the terms of the APD Loans provide that the
springing lockbox accounts established on or about origination into which the
related property manager and/or tenants are required to directly deposit rents
or other revenues from the related Mortgaged Property become hard lock boxes.
See "--Lock Box Accounts" below. The foregoing features, to the extent
applicable, are designed to increase the likelihood that the APD Loans will be
prepaid by the respective borrower on or about their Anticipated Prepayment
Dates.
CREDIT TENANT LEASE LOANS
5 mortgage loans (identified as Loan No. 22, 23, 24, 26 and 27 on Annex A
to this prospectus supplement), representing approximately 1.03% of the Initial
Pool Balance, are credit tenant lease loans. The mortgage loans are secured by
Mortgages on Mortgaged Properties that are subject to leases (each, a "Credit
Lease") to subsidiaries of CVS Corporation, which guarantees the Credit Lease
obligations and possesses a long term unsecured debt rating of "A" from S&P and
a rating of "A3" from Moody's. The related tenant's obligations under each
Credit Lease are subject to offset rights or other remedies if the landlord
fails to perform certain repairs, maintenance or other obligations under the
Credit Lease. Scheduled monthly rent payments (the "Monthly Rental Payments")
under the Credit Leases were determined in underwriting to be sufficient to pay
in full and on a timely basis all interest and principal scheduled to be paid
with respect to the credit tenant lease loans. The Credit Leases have a primary
lease term that expires after the scheduled final maturity date of the related
credit tenant lease loan.
The credit tenant lease loans had DSCRs at origination of approximately
1.04x to 1.14x and LTV Ratios (on an as leased basis) ranging from
approximately 81.75% to 89.62%.
In the event of a casualty of a material portion of the related Mortgaged
Property or a condemnation of a material portion of the related Mortgaged
Property, the Trustee on behalf of the Certificateholders will have the benefit
of a non-cancelable credit lease enhancement insurance policy obtained to cover
certain risks of lease termination relating to casualty and condemnation issued
by Chubb Custom Insurance Company ("Chubb"). As of the Cut-off Date, Chubb was
rated "AA+" and "Aa3" by S&P and Moody's, respectively.
S-57
<PAGE>
CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS
88 of the mortgage loans, representing approximately 80.79% of the Initial
Pool Balance, have due dates that occur on the 1st day of each month, and 17
mortgage loans, representing approximately 19.21% of the Initial Pool Balance,
have due dates that occur on the tenth day of each month. Except with respect
to 2 of the mortgage loans, representing approximately 1.51% of the Initial
Pool Balance, all of the mortgage loans whose due dates are the 1st day of each
month provide for grace periods of five days. One of such mortgage loans,
representing approximately 0.26% of the Initial Pool Balance, has a grace
period which extends beyond the determination date. The servicer will make an
administrative advance on that loan to the extent the payment is not received
from the borrower by the determination date, however interest on such advance
will not accrue interest until the expiration of the related grace period. All
of the mortgage loans bear interest at fixed rates. All of the mortgage loans
accrue interest on the basis of the actual number of days in a month, assuming
a 360-day year ("Actual/360 Basis"). 98 mortgage loans (including the 1
interest-only loan described in this paragraph), representing approximately
91.77% of the Initial Pool Balance, provide for monthly payments of principal
based on amortization schedules significantly longer than the remaining terms
of the related mortgage loans. 1 of these mortgage loans, representing
approximately 0.77% of the Initial Pool Balance, provides for periodic payments
of interest-only over its term and the payment of the entire principal amount
at maturity. 1 of these mortgage loans, representing approximately 1.94% of the
Initial Pool Balance, initially provides for monthly payments of interest-only
for the first 25 months of the term of the mortgage loan and payments which
would amortize a portion of the principal balance of the mortgage loan during
the remaining term of the mortgage loan. Thus, those mortgage loans will have
balloon payments due at their stated maturity dates. In addition, the 2 APD
Loans, representing approximately 7.19% of the Initial Pool Balance, provide
for monthly payments of principal that will result in a substantial principal
payment at their Anticipated Prepayment Dates if the related borrower prepays
the mortgage loan on that date. The 5 credit tenant lease loans, representing
approximately 1.03% of the Initial Pool Balance, provide for monthly payments
that increase as credit lease payments increase, which results in more rapid
amortization of the principal balance than that which would occur if monthly
payments were level.
Prepayment Provisions. Each mortgage loan prohibits any prepayments (or
defeasance) for a specified period of time after its date of origination (a
"Lock-out Period"). In addition, each mortgage loan restricts voluntary
prepayments in one of the following ways:
(1) 12 of the mortgage loans, representing approximately 11.93% of the
Initial Pool Balance, are locked out through maturity.
(2) 92 of the mortgage loans, representing approximately 86.39% of the
Initial Pool Balance, permit only defeasance after the expiration of the
Lock-out Period.
(3) 1 of the mortgage loans, representing approximately 1.68% of the
Initial Pool Balance, requires that any principal prepayment made during a
specified period of time after the Lockout Period (a "Yield Maintenance
Period"), be accompanied by a Yield Maintenance Charge (as defined below).
"Yield Maintenance Charge" will be the greater of (i) 1% or (ii) an
amount, never less than zero, equal to the present value of all remaining
scheduled payments, including the balloon payment, discounted at the U.S.
Securities Rate over (b) the amount outstanding on such prepayment date. U.S.
Securities Rate means as of the date of the prepayment, the rate published by
the Federal Reserve System in its "Statistical Release H.15(519), Selected
Interest Rates" under the caption "U.S. Government Securities/Treasury Constant
Maturities", for a U.S. Government Security with a term equal to that remaining
on the related mortgage note on the date of the prepayment (which term may be
obtained by interpolating between the yields published for specific whole
years), divided by twelve (12) and the quotient thereon.
Yield Maintenance Charges are distributable as described in this
prospectus supplement under "Description of the Certificates--Allocation of
Yield Maintenance Charges."
93 of the mortgage loans, representing approximately 88.07% of the Initial
Pool Balance, specify a period of time immediately prior to the stated maturity
date or Anticipated Prepayment Date, as applicable, during which there are no
restrictions on voluntary prepayment. 91 of the mortgage loans, representing
S-58
<PAGE>
approximately 83.63% of the Initial Pool Balance, permit voluntary prepayment
without the payment of a yield maintenance charge on or after the date
occurring approximately 90 days or less prior to the stated maturity date or
Anticipated Prepayment Date as applicable. 1 mortgage loan (identified as Loan
No. 52 on Annex A to this prospectus supplement), representing approximately
2.06% of the Initial Pool Balance, permits voluntary prepayment without payment
of a yield maintenance charge on or after the date occurring approximately 180
days prior to the stated maturity date or the Anticipated Prepayment Date as
applicable. 1 mortgage loan (identified as Loan No. 45 on Annex A to this
prospectus supplement), representing approximately 2.38% of the Initial Pool
Balance, permits voluntary prepayment without payment of a yield maintenance
charge on or after the date occurring approximately 120 days prior to the
stated maturity date or Anticipated Prepayment Date, as applicable.
Certain state laws limit the amounts that a lender may collect from a
borrower as an additional charge in connection with the prepayment of a
mortgage loan. Provided no event of default exists, none of the mortgage loans
require the payment of yield maintenance charges in connection with a
prepayment of the related mortgage loan as a result of a total casualty or
condemnation. Certain of the mortgage loans may require the payment of yield
maintenance charges in connection with an acceleration of the related mortgage
loan (such yield maintenance charges, "Yield Maintenance Charges"). There can
be no assurances that the related borrowers will pay the Yield Maintenance
Charges. See "Risk Factors--Risks Relating to Enforceability of Yield
Maintenance Charges or Defeasance Provisions" in this prospectus supplement and
"Certain Legal Aspects of Mortgage Loans-- Default Interest and Limitations on
Prepayments" in the prospectus.
Defeasance; Collateral Substitution. Except with respect to 1 mortgage
loan (identified as Loan No. 31 on Annex A to this prospectus supplement),
representing approximately 1.68% of the Initial Pool Balance, the terms of all
of the mortgage loans permit the applicable borrower on any due date after a
specified period (the "Defeasance Lock-out Period") to obtain a release of a
Mortgaged Property from the lien of the related Mortgage (a "Defeasance
Option"). The Defeasance Lock-out Period is at least two years from the Closing
Date, provided no event of default exists. The release is subject to certain
conditions, including, among other conditions, that the borrower:
(a) pays or delivers to the Master Servicer on any due date (the "Release
Date") (1) all interest accrued and unpaid on the principal balance of the
Mortgage Note to and including the Release Date, (2) all other sums due
under the mortgage loan and all other loan documents executed in connection
with the related mortgage loan, (3) direct non-callable obligations of the
United States of America or other government securities providing payments
(x) on or prior to all successive scheduled payment dates from the Release
Date to the related maturity date including the balloon payment (or the
anticipated prepayment date), assuming, in the case of each APD Loan, that
the loan prepays on the related Anticipated Prepayment Date and (y) in
amounts at least equal to the scheduled payments due on those dates under
the mortgage loan or the related defeased amount of the mortgage loan in
the case of a partial defeasance (including any balloon payment), and (4)
any costs and expenses incurred in connection with the purchase of the U.S.
government obligations; and
(b) delivers a security agreement granting the trust fund a first
priority lien on the U.S. government obligations purchased as substitute
collateral and an opinion of counsel relating to the enforceability of such
security interest.
The related borrower or, if the borrower is not required to do so under
the mortgage loan documents, the Master Servicer, will be responsible for
purchasing the U.S. government obligations on behalf of the borrower at the
borrower's expense. Simultaneously with these actions, the related Mortgaged
Property will be released from the lien of the mortgage loan and the pledged
U.S. government obligations (together with any Mortgaged Property not released,
in the case of a partial defeasance) will be substituted as the collateral
securing the mortgage loan.
In general, a successor borrower established or designated by the related
borrower (or, if the borrower is not required to do so under the mortgage loan
documents, the Master Servicer) will assume all of the defeased obligations of
a borrower exercising a Defeasance Option under a mortgage loan and the
borrower will be relieved of all of the defeased obligations under the mortgage
loan.
S-59
<PAGE>
Although the collateral substitution provisions related to defeasance are
not intended to be, and do not have the same effect on the Certificateholders
as, a prepayment of the related mortgage loan, a court could interpret these
provisions as being equivalent to an unenforceable yield maintenance charge or
prepayment premium. We make no representation as to the enforceability of the
defeasance provisions of any mortgage loan.
Substitution; EII Portfolio I Loan. Provided no potential default or event
of default exists, the borrower under the EII Portfolio I loan (the "EII
Portfolio I Borrower") has the right to replace up to two of the properties
that secure the EII Portfolio I loan (each, an "EII Portfolio I Substituted
Property" and, collectively, the "EII Portfolio I Substituted Properties") with
substitute hotel properties of like kind and quality (each, an "EII Portfolio I
Substitute Property" and, collectively, the "EII Portfolio I Substitute
Properties") acquired by the EII Portfolio I Borrower. Such right of
substitution is subject to, among other things, the following conditions: (a)
the EII Portfolio I Borrower shall not replace, in the aggregate, more than two
of the properties that secure the EII Portfolio I loan; (b) the portion of the
EII Portfolio I loan allocated to the EII Portfolio I Substituted Properties in
the aggregate shall not comprise more than 25% of the entire EII Portfolio I
loan; (c) the fair market value of the EII Portfolio I Substitute Property is
not less than 105% of the greater of (i) the fair market value of the EII
Portfolio I Substituted Property as of the date of origination of the EII
Portfolio I loan and (ii) the fair market value of the EII Portfolio I
Substituted Property as of the date immediately preceding the substitution; (d)
after giving effect to the substitution, the debt service coverage ratio for
the EII Portfolio I loan for all of the properties (excluding the EII Portfolio
I Substituted Property and including the EII Portfolio I Substitute Property)
is not less than the debt service coverage ratio for the EII Portfolio I loan
for all of the properties that secure the EII Portfolio I loan as of the date
of origination of the EII Portfolio I loan and as of the date immediately
preceding the substitution; (e) the net operating income and debt service
coverage ratio (for the 12 month period immediately preceding the substitution)
for the EII Portfolio I Substitute Property is greater than 105% of the net
operating income and debt service coverage ratio (for the 12 month period
immediately preceding the substitution) for the EII Portfolio I Substituted
Property; and (f) the Rating Agencies must provide written confirmation that
such substitution will not result in the downgrade, withdrawal or qualification
of the ratings then in effect for the Certificates.
Performance Escrows. In connection with the origination of 1 of the
mortgage loans, representing approximately 2.20% of the Initial Pool Balance,
the borrower was required to escrow funds for various reasons generally
relating to performance objectives. Such funds are required either to be
released to the related borrower upon the satisfaction of certain conditions or
be applied to partially defease the related mortgage loan after the defeasance
lockout period. See "Summary -- Significant Mortgage Loans -- The Parkway
Towers Loan" in this prospectus supplement.
"Due-on-Sale" and "Due-on-Encumbrance" Provisions. The mortgage loans
contain "due-on-sale" and "due-on-encumbrance" provisions that in each case,
with limited exceptions, permit the holder of the Mortgage to accelerate the
maturity of the related mortgage loan if the borrower sells or otherwise
transfers or encumbers the related Mortgaged Property without the consent of
the holder of the Mortgage; provided, however, under the terms of certain of
the mortgage loans, this consent must be granted if certain conditions are met.
Certain of the Mortgaged Properties have been, or may become, subject to
additional financing. See "--General" above. The Master Servicer with respect
to mortgage loans that are not Specially Serviced Mortgage Loans and the
Special Servicer with respect to Specially Serviced Mortgage Loans will be
required to exercise (or waive its right to exercise, provided that a
confirmation that such waiver would not result in the downgrade, withdrawal or
qualification of the then-current ratings on any class of outstanding
Certificates has been obtained from Moody's and Fitch with respect to certain
mortgage loans) any right it may have with respect to a mortgage loan
containing a "due-on-sale" clause (1) to accelerate the payments on those
mortgage loans, or (2) to withhold its consent to any sale or transfer,
consistent with the Servicing Standards. With respect to a mortgage loan with a
"due-on-encumbrance" clause, the Master Servicer and the Special Servicer with
respect to mortgage loans that are not Specially Serviced Mortgage Loans and
the Special Servicer with respect to Specially Serviced Mortgage Loans will be
required to exercise (or waive its right to exercise, provided that a
confirmation that such waiver would not result in the downgrade, withdrawal or
qualification of the then-current ratings on any class of outstanding
Certificates has been
S-60
<PAGE>
obtained from Moody's and Fitch) any right it may have with respect to a
mortgage loan containing a due-on-encumbrance clause (1) to accelerate the
payments thereon, or (2) to withhold its consent to the creation of any
additional lien or other encumbrance, consistent with the Servicing Standards.
Notwithstanding the foregoing, the existence of any additional
indebtedness may increase the difficulty of refinancing the related mortgage
loan at maturity or the anticipated prepayment date and the possibility that
reduced cash flow could result in deferred maintenance. Also, if the holder of
the additional debt has filed for bankruptcy or been placed in involuntary
receivership, foreclosure of the related mortgage loan could be delayed. See
"Certain Legal Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance"
and "--Subordinate Financing" in the prospectus.
ADDITIONAL MORTGAGE LOAN INFORMATION
The following tables set forth certain anticipated characteristics of the
mortgage loans. The sum in any column may not equal the indicated total due to
rounding. The descriptions in this prospectus supplement of the mortgage loans
and the Mortgaged Properties are based upon the pool of mortgage loans as it is
expected to be constituted as of the close of business on the Closing Date,
assuming that (1) all scheduled principal and/or interest payments due on or
before the cut-off date will be made, and (2) there will be no principal
prepayments on or before the cut-off date.
Prior to the issuance of the Certificates, one or more mortgage loans
(including mortgage loans specifically described in this prospectus supplement)
may be removed from the pool of mortgage loans as a result of prepayments,
delinquencies, incomplete documentation or for any other reason, if the
Depositor or a Mortgage Loan Seller deems the removal necessary, appropriate or
desirable. A limited number of other mortgage loans may be included in the pool
of mortgage loans prior to the issuance of the Certificates, unless including
those mortgage loans would materially alter the characteristics of the pool of
mortgage loans as described in this prospectus supplement. The Depositor
believes that the information set forth in this prospectus supplement will be
representative of the characteristics of the pool of mortgage loans as it will
be constituted at the time the Certificates are issued, although the range of
mortgage rates and maturities as well as other characteristics of the mortgage
loans described in this prospectus supplement may vary.
A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates on or shortly after the Closing Date and
will be filed, together with the Pooling and Servicing Agreement, with the
Securities and Exchange Commission within 15 days after the initial issuance of
the Offered Certificates. If mortgage loans are removed from or added to the
pool of mortgage loans as set forth in the preceding paragraph, the removal or
addition will be noted in the Form 8-K.
For a detailed presentation of certain characteristics of the mortgage
loans and the Mortgaged Properties on an individual basis, see Annex A and
Annex B.
S-61
<PAGE>
TYPE OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
CUT-OFF
AGGREGATE DATE
NUMBER OF CUT-OFF NUMBER OF BALANCE OF
MORTGAGED DATE % OF INITIAL UNITS OR UNITS PER
PROPERTY TYPE PROPERTIES BALANCE POOL BALANCE NRA (1) NRA (1)
----------------------------- ------------ --------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Office ...................... 24 $171,879,544 24.10% 2,002,914 85.81
Multifamily ................. 19 151,204,259 21.20 3,743 40,396.54
Anchored Retail ............. 21 117,968,413 16.54 1,648,680 71.55
Industrial .................. 9 69,263,590 9.71 1,208,555 57.31
Full-Service Hotel .......... 3 64,125,305 8.99 706 90,829.04
Unanchored Retail ........... 14 49,230,246 6.90 525,215 93.73
Limited-Service Hot ......... 9 36,600,000 5.13 1,181 30,990.69
Manufactured Housing ........ 5 23,051,303 3.23 776 29,705.29
Self-Storage ................ 7 22,418,959 3.14 423,970 52.88
Credit Tenant Lease ......... 5 7,359,448 1.03 52.185 141.03
-- ------------ ------
Total/Weighted Average ...... 116 $713,101,067 100.00%
=== ============ ======
<CAPTION>
WEIGHTED AVERAGES
--------------------------------------------------------------------------------
STATED
REMAINING CUT-OFF
MORTGAGE TERM DATE LTV RATIO AT
PROPERTY TYPE RATE (MOS.) (2) OCCUPANCY (3) DSCR (4) LTV RATIO (4) MATURITY (4)
----------------------------- ---------- ------------ --------------- ---------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Office ...................... 8.14% 113 96% 1.29x 70.80% 63.83%
Multifamily ................. 8.04% 115 97% 1.25x 75.94% 68.52%
Anchored Retail ............. 8.18% 118 97% 1.31x 73.07% 66.00%
Industrial .................. 8.24% 119 100% 1.24x 75.41% 67.64%
Full-Service Hotel .......... 8.53% 115 71% 1.52x 66.50% 56.45%
Unanchored Retail ........... 8.29% 118 96% 1.36x 68.70% 61.60%
Limited-Service Hot ......... 8.25% 120 71% 2.18x 54.71% 44.40%
Manufactured Housing ........ 8.23% 118 98% 1.35x 71.40% 62.37%
Self-Storage ................ 8.49% 118 89% 1.34x 69.73% 61.20%
Credit Tenant Lease ......... 8.26% 230 100% N/A N/A N/A
Total/Weighted Average ...... 8.20% 117 93% 1.36x 71.35% 63.61%
</TABLE>
-------
(1) "NRA" means net rentable area and is applicable with respect to retail,
office, industrial, self-storage and credit tenant lease properties.
(2) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
(3) Excludes 12 hotel properties, representing approximately 14.12% of the
Initial Pool Balance, which have occupancy rates that generally range
from 54.60% to 80.20%; if the mortgage loans secured by hotel properties
are included, the weighted average occupancy rates of the Mortgaged
Properties is 93.07%.
(4) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
S-62
<PAGE>
RANGE OF MORTGAGE RATES AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
NUMBER OF
LOANS/ AGGREGATE % OF
MORTGAGED CUT-OFF DATE INITIAL POOL
RANGE OF MORTGAGE RATES PROPERTIES BALANCE BALANCE
-------------------------- ------------ -------------- --------------
<S> <C> <C> <C>
7.700% to 7.899% ......... 7/7 $ 51,800,597 7.26%
7.900% to 8.099% ......... 29/32 214,137,515 30.03
8.100% to 8.199% ......... 17/17 86,893,653 12.19
8.200% to 8.399% ......... 37/45 252,751,654 35.44
8.400% to 8.599% ......... 9/9 58,709,969 8.23
8.600% to 8.799% ......... 5/5 44,026,859 6.17
8.800% to 9.000% ......... 1/1 4,780,819 0.67
------- ------------ ------
Total/Weighted
Average ................. 105/116 $713,101,067 100.00%
======= ============ ======
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------------
STATED
REMAINING CUT-OFF
MORTGAGE TERM DATE LTV LTV RATIO AT
RANGE OF MORTGAGE RATES RATE (MOS.) (1) DSCR (2) RATIO (2) MATURITY (1)(2)
-------------------------- ---------- ------------ ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
7.700% to 7.899% ......... 7.85% 118 1.36x 71.63% 64.55%
7.900% to 8.099% ......... 8.01% 120 1.34x 72.56% 64.69%
8.100% to 8.199% ......... 8.14% 114 1.30x 72.50% 65.50%
8.200% to 8.399% ......... 8.29% 119 1.39x 70.80% 62.95%
8.400% to 8.599% ......... 8.44% 108 1.36x 70.82% 63.54%
8.600% to 8.799% ......... 8.76% 114 1.37x 68.02% 58.83%
8.800% to 9.000% ......... 9.00% 114 1.41x 59.02% 50.31%
Total/Weighted
Average ................. 8.20% 117 1.36x 71.34% 63.60%
</TABLE>
----------
(1) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
(2) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
S-63
<PAGE>
MORTGAGED PROPERTIES BY STATE (1)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------------
% OF STATED
AGGREGATE INITIAL REMAINING CUT-OFF
NUMBER OF CUT-OFF DATE POOL MORTGAGE TERM DATE LTV LTV RATIO AT
STATE PROPERTIES BALANCE BALANCE RATE (MOS.) (2) DSCR (3) RATIO (3) MATURITY (2)(3)
------------------ ------------ -------------- ----------- ---------- ------------ ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CA ............... 21 $135,337,169 18.98% 8.21% 117 1.35x 70.42% 62.79%
TX ............... 24 132,449,784 18.57 8.21% 110 1.30x 74.42% 67.80%
TN ............... 4 55,658,097 7.81 8.03% 120 1.30x 73.69% 65.69%
LA ............... 2 38,559,478 5.41 8.66% 114 1.36x 70.59% 60.54%
MD ............... 7 33,078,234 4.64 8.19% 120 1.52x 68.58% 60.74%
AZ ............... 5 30,710,477 4.31 8.21% 119 1.28x 76.46% 68.82%
NY ............... 8 30,403,951 4.26 8.19% 129 1.49x 68.44% 60.37%
OK ............... 2 28,749,772 4.03 8.32% 117 1.40x 69.87% 62.24%
CO ............... 3 21,180,046 2.97 8.11% 118 1.31x 69.63% 62.09%
IA ............... 3 20,840,379 2.92 7.99% 120 1.36x 69.58% 60.44%
FL ............... 3 20,449,988 2.87 8.09% 118 1.29x 73.27% 67.18%
AR ............... 3 19,456,641 2.73 7.89% 119 1.23x 74.93% 66.94%
MA ............... 2 18,834,017 2.64 8.44% 128 1.46x 69.20% 58.04%
VA ............... 4 18,351,402 2.57 8.02% 119 1.53x 65.00% 56.07%
DC ............... 2 14,846,450 2.08 8.19% 97 1.32x 65.59% 60.72%
NV ............... 3 12,442,872 1.74 8.22% 117 1.27x 75.53% 68.09%
WA ............... 3 11,958,997 1.68 8.39% 117 1.24x 68.60% 62.05%
GA ............... 1 10,518,051 1.47 7.96% 118 1.24x 80.91% 72.47%
NJ ............... 3 9,780,819 1.37 8.62% 117 1.33x 66.47% 58.48%
CT ............... 1 8,800,000 1.23 8.09% 120 1.35x 67.69% 59.14%
DE ............... 1 6,320,000 0.89 7.93% 120 1.26x 80.00% 71.52%
WI ............... 1 4,844,714 0.68 8.11% 118 1.28x 74.53% 66.99%
IN ............... 1 4,494,961 0.63 8.01% 118 1.21x 74.92% 67.18%
NM ............... 1 4,396,863 0.62 7.70% 119 1.55x 62.81% 55.86%
PA ............... 1 4,244,900 0.60 8.25% 120 2.18x 54.71% 44.40%
WV ............... 1 3,287,400 0.46 8.25% 120 2.18x 54.71% 44.40%
MT ............... 1 2,920,000 0.41 8.24% 120 1.38x 71.48% 64.36%
SC ............... 1 2,547,541 0.36 8.55% 118 1.26x 66.17% 60.06%
MO ............... 1 2,377,800 0.33 8.25% 120 2.18x 54.71% 44.40%
MI ............... 1 2,345,994 0.33 7.99% 118 1.46x 57.57% 48.60%
NC ............... 1 1,645,270 0.23 8.47% 216 N/A N/A N/A
OH ............... 1 1,269,000 0.18 8.02% 229 N/A N/A N/A
-- ------------ ------
Total/Weighted
Average ......... 116 $713,101,067 100.00% 8.20% 117 1.36x 71.34% 63.60%
=== ============ ======
</TABLE>
----------
(1) Because this table is presented at the Mortgaged Property level, balances
and weighted averages are based on allocated loan amounts (generally
allocated by the appraised value and/or underwritten net cash flow for
the Mortgaged Property if not otherwise specified in the related loan
agreement) for mortgage loans secured by more than one Mortgaged
Property. As a result, the weighted averages presented in this table may
deviate slightly from weighted averages presented at the mortgage loan
level in other tables in this prospectus supplement.
(2) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
(3) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
S-64
<PAGE>
RANGE OF REMAINING TERMS TO MATURITY DATE OR ANTICIPATED PREPAYMENT DATE IN
MONTHS (1)
<TABLE>
<CAPTION>
% OF
NUMBER OF AGGREGATE INITIAL
RANGE OF REMAINING LOANS/ CUT-OFF DATE POOL
TERMS (MOS.) (1) PROPERTIES BALANCE BALANCE
--------------------------- ------------ -------------- -----------
<S> <C> <C> <C>
58 to 79 .................. 3/3 $ 19,932,906 2.80%
80 to 99 .................. 1/1 9,350,000 1.31
100 to 115 ................ 6/6 53,204,165 7.46
116 to 118 ................ 43/43 308,569,818 43.27
119 to 120 ................ 47/58 314,684,730 44.13
121 to 240 ................ 5/5 7,359,448 1.03
------- ------------ ------
Total/Weighted Average..... 105/116 $713,101,067 100.00%
======= ============ ======
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------------
STATED
REMAINING CUT-OFF
RANGE OF REMAINING MORTGAGE TERM DATE LTV LTV RATIO AT
TERMS (MOS.) (1) RATE (MOS.) (1) DSCR (2) RATIO (2) MATURITY (1)(2)
--------------------------- ---------- ------------ ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
58 to 79 .................. 8.32% 58 1.37x 69.32% 66.70%
80 to 99 .................. 8.19% 84 1.25x 69.26% 65.02%
100 to 115 ................ 8.73% 114 1.37x 68.21% 59.19%
116 to 118 ................ 8.21% 117 1.30x 73.04% 65.44%
119 to 120 ................ 8.09% 120 1.41x 70.40% 62.31%
121 to 240 ................ 8.26% 230 N/A N/A N/A
Total/Weighted Average..... 8.20% 117 1.36x 71.34% 63.60%
</TABLE>
----------
(1) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
(2) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
YEARS OF MATURITY (1)
<TABLE>
<CAPTION>
% OF
NUMBER OF AGGREGATE INITIAL
LOANS/ CUT-OFF DATE POOL
YEARS OF MATURITY PROPERTIES BALANCE BALANCE
--------------------------- ------------ -------------- -----------
<S> <C> <C> <C>
2005 ...................... 3/3 $ 19,932,906 2.80%
2007 ...................... 1/1 9,350,000 1.31
2010 ...................... 93/104 668,086,713 93.69
2011 ...................... 3/3 8,372,000 1.17
2018 ...................... 1/1 1,645,270 0.23
2019 ...................... 1/1 1,880,178 0.26
2020 ...................... 3/3 3,834,000 0.54
------- ------------ ------
Total/Weighted Average..... 105/116 $713,101,067 100.00%
======= ============ ======
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------------
STATED
REMAINING CUT-OFF
MORTGAGE TERM DATE LTV LTV RATIO AT
YEARS OF MATURITY RATE (MOS.) (1) DSCR (2) RATIO (2) MATURITY (1)(2)
--------------------------- ---------- ------------ ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
2005 ...................... 8.32% 58 1.37x 69.32% 66.70%
2007 ...................... 8.19% 84 1.25x 69.26% 65.02%
2010 ...................... 8.20% 118 1.36x 71.38% 63.45%
2011 ...................... 8.20% 120 1.30x 75.42% 67.07%
2018 ...................... 8.47% 216 N/A N/A N/A
2019 ...................... 8.38% 228 N/A N/A N/A
2020 ...................... 8.10% 236 N/A N/A N/A
Total/Weighted Average..... 8.20% 117 1.36x 71.34% 63.60%
</TABLE>
----------
(1) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
(2) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
TEN LARGEST MORTGAGE LOANS AND CROSS-COLLATERALIZED GROUPS
<TABLE>
<CAPTION>
% OF
NUMBER OF CUT-OFF INITIAL
MORTGAGED DATE POOL
PROPERTY NAME PROPERTIES BALANCE BALANCE
---------------------------------- ------------ -------------- ---------
<S> <C> <C> <C>
Synergy Business Park I & II ..... 2 $ 39,600,000 5.55%
EII Portfolio I .................. 9 36,600,000 5.13
Embassy Suites--New Orleans....... 1 32,466,236 4.55
The Links at Oklahoma City ....... 1 23,451,572 3.29
University Park Tech I & II ...... 2 19,080,240 2.68
Holiday Inn--Mansfield ........... 1 16,953,839 2.38
Parkway Tower .................... 1 15,683,486 2.20
Laguna Oaks Apartments ........... 1 15,451,925 2.17
Greenway Park Plaza .............. 1 15,200,000 2.13
Le Montrose ...................... 1 14,705,230 2.06
- ------------ -----
Total/Weighted Average ........... 20 $229,192,527 32.14%
== ============ =====
<CAPTION>
WEIGHTED AVERAGES
-----------------------------------------------------------------
STATED CUT-OFF
REMAINING DATE
MORTGAGE TERM LTV LTV RATIO AT
PROPERTY NAME RATE (MOS.) (1) DSCR RATIO MATURITY (1)
---------------------------------- ---------- ------------ --------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Synergy Business Park I & II ..... 7.98% 120 1.24x 73.81% 66.06%
EII Portfolio I .................. 8.25% 120 2.18x 54.71% 44.40%
Embassy Suites--New Orleans....... 8.77% 113 1.38x 69.08% 58.66%
The Links at Oklahoma City ....... 8.34% 116 1.22x 73.29% 66.27%
University Park Tech I & II ...... 8.30% 118 1.22x 78.84% 71.17%
Holiday Inn--Mansfield ........... 8.45% 117 1.46x 69.20% 58.04%
Parkway Tower .................... 8.24% 118 1.05x(2) 78.42% 70.69%
Laguna Oaks Apartments ........... 7.85% 118 1.22x 78.80% 70.39%
Greenway Park Plaza .............. 8.09% 120 1.34x 80.00% 71.79%
Le Montrose ...................... 8.08% 116 1.91x 57.67% 49.74%
Total/Weighted Average ........... 8.26% 118 1.46x 70.14% 61.35%
</TABLE>
----------
(1) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
(2) This mortgage loan has a cash escrow, as described in
"Summary--Significant Mortgage Loans--Parkway Tower Loan" in this
prospectus supplement.
S-65
<PAGE>
The following table sets forth a range of Debt Service Coverage Ratios for
the mortgage loans as of the cut-off date. The "Debt Service Coverage Ratio" or
"DSCR" for any mortgage loan is the ratio of (1) Underwritten Net Cash Flow
produced by the related Mortgaged Property or Mortgaged Properties to (2) the
aggregate amount of the scheduled payments of principal and/or interest (the
"Periodic Payments") due for the 12-month period immediately following the
cut-off date, except with respect to:
o 1 mortgage loan, representing approximately 1.94% of the Initial Pool
Balance, where Periodic Payments are interest-only for a period of the
first 25 months after origination, after which date the mortgage loans
amortize based upon a 30-year amortization schedule, and
o 1 mortgage loan, representing approximately 0.77% of the aggregate principal
balance of all the mortgage loans as of the cut-off date, where periodic
payments are interest-only over the term of the mortgage loan.
See "--Certain Terms and Conditions of the Mortgage Loans" above.
RANGE OF DEBT SERVICE COVERAGE RATIOS AS OF THE CUT-OFF DATE (1)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
-----------------------------------------------------------
% OF STATED
NUMBER OF AGGREGATE INITIAL REMAINING CUT-OFF
RANGE OF DEBT SERVICE LOANS/ CUT-OFF DATE POOL MORTGAGE TERM DATE LTV LTV RATIO AT
COVERAGE RATIOS PROPERTIES BALANCE BALANCE RATE (MOS.) (2) DSCR RATIO MATURITY (2)
------------------------------- ------------ -------------- --------- ---------- ------------ ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.0500 to 1.1999 .............. 1/1 $ 15,683,486 2.20% 8.24% 118 1.05x 78.42% 70.69%
1.2000 to 1.2299 .............. 21/21 167,060,543 23.43 8.18% 118 1.21x 75.24% 67.73%
1.2300 to 1.2599 .............. 18/18 137,088,125 19.22 8.08% 117 1.24x 74.75% 67.03%
1.2600 to 1.2999 .............. 23/23 100,753,935 14.13 8.19% 114 1.27x 75.06% 67.67%
1.3000 to 1.3699 .............. 14/14 86,590,205 12.14 8.16% 119 1.33x 72.58% 65.19%
1.3700 to 1.4999 .............. 16/16 121,926,036 17.10 8.44% 111 1.42x 67.08% 59.01%
1.5000 to 2.4200 .............. 7/18 76,639,289 10.75 8.12% 119 1.99x 55.81% 47.23%
------- ------------ -----
Total/Weighted Average ........ 100/111 $705,741,619 98.97% 8.20% 116 1.36x 71.34% 63.60%
======= ============ =====
</TABLE>
----------
(1) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
(2) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
The following two tables set forth the range of LTV Ratios of the mortgage
loans as of the cut-off date and the stated maturity dates or Anticipated
Prepayment Date of the mortgage loans. An "LTV Ratio" for any mortgage loan, as
of any date of determination, is a fraction, expressed as a percentage, the
numerator of which is the scheduled principal balance of the mortgage loan as
of that date (assuming no defaults or prepayments on the mortgage loan prior to
that date), and the denominator of which is the appraised value of the related
Mortgaged Property or Mortgaged Properties as determined by an appraisal of the
property obtained in connection with the origination of the mortgage loan. The
LTV Ratio as of the mortgage loan maturity date or Anticipated Prepayment Date,
as the case may be, described below was calculated based on the principal
balance of the related mortgage loan on the maturity date or Anticipated
Prepayment Date, as the case may be, assuming all principal payments required
to be made on or prior to the mortgage loan's maturity date or Anticipated
Prepayment Date, as the case may be (not including the balloon payment), are
made. In addition, because it is based on the value of a Mortgaged Property
determined as of loan origination, the information set forth in the table below
is not necessarily a reliable measure of the related borrower's current equity
in each Mortgaged Property. In a declining real estate market, the appraised
value of a Mortgaged Property could have decreased from the appraised value
determined at origination and the current actual loan-to-value ratio of a
mortgage loan may be higher than its LTV Ratio at origination even after taking
into account amortization since origination.
S-66
<PAGE>
RANGE OF LTV RATIOS AS OF THE CUT-OFF DATE (1)
<TABLE>
<CAPTION>
% OF
NUMBER OF AGGREGATE INITIAL
RANGE OF LTV RATIOS AS OF LOANS/ CUT-OFF DATE POOL
THE CUT-OFF DATE PROPERTIES BALANCE BALANCE
-------------------------------- ------------ -------------- -----------
<S> <C> <C> <C>
34.83% to 59.99% ............... 9/20 $ 84,466,237 11.84%
60.00% to 64.99% ............... 7/7 24,487,963 3.43
65.00% to 68.99% ............... 15/15 82,098,438 11.51
69.00% to 72.99% ............... 19/19 151,843,303 21.29
73.00% to 76.99% ............... 24/24 169,133,174 23.72
77.00% to 79.99% ............... 21/21 152,520,454 21.39
80.00% to 80.91% ............... 5/5 41,192,051 5.78
------- ------------ -----
Total/Weighted Average ......... 100/111 $705,741,619 98.97%
======= ============ =====
<CAPTION>
WEIGHTED AVERAGES
-----------------------------------------------------------
STATED
REMAINING CUT-OFF
RANGE OF LTV RATIOS AS OF MORTGAGE TERM DATE LTV LTV RATIO AT
THE CUT-OFF DATE RATE (MOS.) (2) DSCR RATIO MATURITY (2)
-------------------------------- ---------- ------------ ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
34.83% to 59.99% ............... 8.20% 118 1.92x 55.44% 46.96%
60.00% to 64.99% ............... 8.14% 116 1.43x 63.40% 56.50%
65.00% to 68.99% ............... 8.22% 109 1.34x 67.06% 60.46%
69.00% to 72.99% ............... 8.36% 115 1.33x 70.42% 62.54%
73.00% to 76.99% ............... 8.16% 119 1.24x 74.60% 67.02%
77.00% to 79.99% ............... 8.14% 116 1.22x 78.60% 70.67%
80.00% to 80.91% ............... 8.01% 119 1.28x 80.33% 71.97%
Total/Weighted Average ......... 8.20% 116 1.36x 71.34% 63.60%
</TABLE>
----------
(1) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
(2) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
RANGE OF LTV RATIOS AS OF MORTGAGE LOAN MATURITY DATES (1)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
-----------------------------------------------------------
% OF STATED
NUMBER OF AGGREGATE INITIAL REMAINING CUT-OFF
RANGE OF LTV RATIOS AS OF LOANS/ CUT-OFF DATE POOL MORTGAGE TERM DATE LTV LTV RATIO AT
MORTGAGE LOAN MATURITY DATES PROPERTIES BALANCE BALANCE RATE (MOS.) (2) DSCR RATIO MATURITY (2)
-------------------------------- ------------ -------------- --------- ---------- ------------ ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
28.76% to 44.99% ............... 2/12 $ 39,700,000 5.57% 8.23% 120 2.20x 53.16% 43.18%
45.00% to 57.49% ............... 14/15 67,958,134 9.53 8.15% 118 1.59x 59.61% 52.22%
57.50% to 62.49% ............... 17/17 123,120,455 17.27 8.39% 116 1.36x 68.10% 59.52%
62.50% to 66.99% ............... 27/27 202,589,849 28.41 8.18% 113 1.27x 71.83% 65.12%
67.00% to 69.99% ............... 18/18 101,736,738 14.27 8.18% 119 1.25x 76.23% 68.27%
70.00% to 72.99% ............... 21/21 163,890,882 22.98 8.11% 118 1.23x 79.16% 71.12%
73.00% to 74.42% ............... 1/1 6,745,56 0.95 8.10% 59 1.28x 77.54% 74.42%
------- ------------ -----
Total/Weighted Average ......... 100/111 $705,741,619 98.97% 8.20% 116 1.36x 71.34% 63.60%
======= ============ =====
</TABLE>
----------
(1) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
(2) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
RANGE OF CUT-OFF DATE BALANCES
<TABLE>
<CAPTION>
% OF
NUMBER OF AGGREGATE INITIAL
RANGE OF LOANS/ CUT-OFF DATE POOL
CUT-OFF DATE BALANCES PROPERTIES BALANCE BALANCE
----------------------------------- ------------ -------------- -----------
<S> <C> <C> <C>
$1,165,000 to $3,000,000........... 33/33 $ 69,729,343 9.78%
$3,000,001 to $5,000,000........... 22/24 88,733,757 12.44
$5,000,001 to $9,000,000........... 25/25 174,294,933 24.44
$9,000,001 to $15,000,000.......... 16/17 184,935,977 25.93
$15,000,001 to $20,000,000......... 5/5 82,789,249 11.61
$20,000,001 to $30,000,000......... 2/2 43,551,572 6.11
$30,000,001 to $36,600,000......... 2/10 69,066,236 9.69
------- ------------ ------
Total/Weighted Average ............ 105/116 $713,101,067 100.00%
======= ============ ======
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------------
STATED
REMAINING CUT-OFF
RANGE OF MORTGAGE TERM DATE LTV LTV RATIO AT
CUT-OFF DATE BALANCES RATE (MOS.) (1) DSCR (2) RATIO (2) MATURITY (1)(2)
----------------------------------- ---------- ------------ ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
$1,165,000 to $3,000,000........... 8.27% 129 1.30x 70.36% 62.87%
$3,000,001 to $5,000,000........... 8.24% 118 1.36x 69.26% 61.86%
$5,000,001 to $9,000,000........... 8.12% 116 1.30x 73.35% 66.03%
$9,000,001 to $15,000,000.......... 8.16% 113 1.33x 71.96% 64.88%
$15,000,001 to $20,000,000......... 8.12% 119 1.26x 75.81% 67.15%
$20,000,001 to $30,000,000......... 8.17% 118 1.23x 73.53% 66.17%
$30,000,001 to $36,600,000......... 8.50% 117 1.80x 61.46% 51.10%
Total/Weighted Average ............ 8.20% 117 1.36x 71.34% 63.60%
</TABLE>
----------
(1) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
(2) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
S-67
<PAGE>
RANGE OF CURRENT OCCUPANCY RATES (1)(2)(3)
<TABLE>
<CAPTION>
% OF
AGGREGATE INITIAL
RANGE OF CURRENT NUMBER OF CUT-OFF DATE POOL
OCCUPANCY RATES PROPERTIES BALANCE BALANCE
-------------------------------- ------------ -------------- ---------
<S> <C> <C> <C>
69.99% to 79.99% .............. 2 $ 3,704,000 0.52%
79.99% to 89.99% ............... 10 34,856,409 4.89
89.99% to 94.99% ............... 20 130,348,836 18.28
94.99% to 97.99% ............... 14 83,709,882 11.74
97.99% to 99.99% ............... 13 125,111,245 17.54
99.99% to 100.00% .............. 45 234,645,389 32.90
-- ------------ -----
Total/Weighted Average ......... 104 $612,375,762 85.88%
=== ============ =====
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------------
STATED
REMAINING CUT-OFF
RANGE OF CURRENT MORTGAGE TERM DATE LTV LTV RATIO AT
OCCUPANCY RATES RATE (MOS.) (4) DSCR (5) RATIO (5) MATURITY (4)(5)
-------------------------------- ---------- ------------ ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
69.99% to 79.99% .............. 8.24% 120 1.63x 60.90% 54.21%
79.99% to 89.99% ............... 8.30% 117 1.43x 65.31% 58.56%
89.99% to 94.99% ............... 8.08% 116 1.27x 73.60% 66.24%
94.99% to 97.99% ............... 8.12% 114 1.30x 74.89% 67.64%
97.99% to 99.99% ............... 8.10% 118 1.27x 73.08% 65.69%
99.99% to 100.00% .............. 8.24% 119 1.28x 72.94% 65.51%
Total/Weighted Average ......... 8.16% 117 1.29x 72.87% 65.53%
</TABLE>
----------
(1) Current occupancy rates have been calculated in this table based upon
rent rolls made available to the applicable Mortgage Loan Sellers by the
related borrowers as of the dates set forth on Annex A to this prospectus
supplement.
(2) Because this table is presented at the Mortgaged Property level, balances
and weighted averages are based on allocated loan amounts (generally
allocated by the appraised value and/or underwritten net cash flow for
the Mortgaged Property if not otherwise specified in the related loan
agreement) for mortgage loans secured by more than one Mortgaged
Property. As a result, the weighted averages presented in this table may
deviate slightly from weighted averages presented at the mortgage loan
level in other tables in this prospectus supplement.
(3) Excludes 12 hotel properties, representing approximately 14.12% of the
Initial Pool Balance, which have occupancy rates that generally range
from 54.60% to 80.20%; if the mortgage loans secured by hotel properties
are included, the weighted average occupancy rate of the Mortgaged
Properties is 93.07%.
(4) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
(5) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
RANGE OF YEARS BUILT/RENOVATED (1)(2)
<TABLE>
<CAPTION>
% OF
AGGREGATE INITIAL
RANGE OF YEARS NUMBER OF CUT-OFF DATE POOL
BUILT/RENOVATED (1) PROPERTIES BALANCE BALANCE
--------------------------- ------------ -------------- -----------
<S> <C> <C> <C>
Prior to 1965 ............. 1 $ 9,350,000 1.31%
1966 to 1970 .............. 3 18,574,012 2.60
1971 to 1980 .............. 8 42,887,872 6.01
1981 to 1985 .............. 8 46,859,442 6.57
1986 to 1990 .............. 12 73,823,047 10.35
1991 to 1995 .............. 11 36,532,317 5.12
1996 to 2000 .............. 73 485,074,377 68.02
-- ------------ ------
Total/Weighted Average..... 116 $713,101,067 100.00%
=== ============ ======
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------------
STATED CUT-OFF
REMAINING DATE
RANGE OF YEARS MORTGAGE TERM LTV LTV RATIO AT
BUILT/RENOVATED (1) RATE (MOS.) (3) DSCR (4) RATIO (4) MATURITY (3)(4)
--------------------------- ---------- ------------ ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Prior to 1965 ............. 8.19% 84 1.25x 69.26% 65.02%
1966 to 1970 .............. 8.07% 119 1.31x 75.57% 66.09%
1971 to 1980 .............. 8.04% 119 1.26x 75.44% 67.35%
1981 to 1985 .............. 8.25% 116 1.18x 73.75% 66.59%
1986 to 1990 .............. 8.11% 119 1.39x 70.65% 62.60%
1991 to 1995 .............. 8.31% 119 1.55x 66.30% 58.84%
1996 to 2000 .............. 8.22% 117 1.37x 71.11% 63.37%
Total/Weighted Average..... 8.20% 117 1.36x 71.34% 63.60%
</TABLE>
----------
(1) Range of Years Built/Renovated references the later of the year built or
the year of the most recent renovations with respect to each Mortgaged
Property.
(2) Because this table is presented at the Mortgaged Property level, balances
and weighted averages are based on allocated loan amounts (generally
allocated by the appraised value and/or underwritten net cash flow for
the Mortgaged Property if not otherwise specified in the related loan
agreement) for mortgage loans secured by more than one Mortgaged
Property. As a result, the weighted averages presented in this table may
deviate slightly from weighted averages presented at the mortgage loan
level in other tables in this prospectus supplement.
(3) Calculated with respect to the respective Anticipated Prepayment Date for
the APD Loans.
(4) Excludes 5 credit tenant lease loans, representing approximately 1.03% of
the Initial Pool Balance.
S-68
<PAGE>
PREPAYMENT PROTECTION AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
STATED
NUMBER OF AGGREGATE REMAINING REMAINING REMAINING
MORTGAGE CUT-OFF DATE % OF INITIAL LOCKOUT LOCKOUT PLUS TERM
PREPAYMENT PROVISION LOANS BALANCE POOL BALANCE TERM (MOS.) YM PERIOD (MOS.) (1)
--------------------------------- ----------- -------------- -------------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Lockout with Defeasance ......... 104 $701,112,971 98.32% 115 115 118
Lockout Period Followed by
Yield Maintenance .............. 1 11,988,095 1.68 21 56 58
--- ------------ ------ --- --- ---
Total/Weighted Average .......... 105 $713,101,067 100.00% 113 114 117
=== ============ ====== === === ===
</TABLE>
----------
(1) Calculated with respect to the Anticipated Prepayment Date for the APD
Loans.
The foregoing characteristics, along with certain additional
characteristics of the mortgage loans presented on a loan-by-loan basis, are
set forth in Annex A to this prospectus supplement. Certain additional
information regarding the mortgage loans is set forth in this prospectus
supplement below under "--Underwriting Standards" and "--Representations and
Warranties; Repurchases and Substitutions" and in the prospectus under
"Description of the Trust Funds--Mortgage Loans" and "Certain Legal Aspects of
Mortgage Loans".
UNDERWRITTEN NET CASH FLOW
The "Underwritten Net Cash Flow" for a Mortgaged Property is generally the
estimated stabilized annual revenue derived from the use and operation of the
Mortgaged Property (consisting primarily of rental income and reimbursement of
expenses where applicable) after an allowance for vacancies and credit losses,
less estimated stabilized annual expenses, including operating expenses (such
as utilities, administrative expenses, repairs and maintenance, tenant
improvement costs, leasing commissions, management fees and advertising), fixed
expenses (such as insurance, real estate taxes and, if applicable, ground lease
payments) reserves for capital expenditures, including tenant improvement
costs, leasing commissions and replacement reserves. In calculating
Underwritten Net Cash Flow, certain non-operating items such as depreciation,
amortization, partnership distributions, interest expense, financing fees and
capital expenditures other than applicable reserves, are not included as
expenses.
Underwritten Net Cash Flow reflects the calculations and adjustments used
by the Mortgage Loan Sellers for their underwriting process and any updates
thereof and may or may not reflect the amounts calculated and adjusted by
Moody's and Fitch for their own analysis. In addition, Underwritten Net Cash
Flow and the DSCRs derived therefrom are not a substitute for cash flow as
determined in accordance with generally accepted accounting principles as a
measure of the results of the property's operation or a substitute for cash
flows from operating activities determined in accordance with generally
accepted accounting principles as a measure of liquidity.
Revenue. In determining potential gross revenue for each Mortgaged
Property, the Mortgage Loan Sellers generally relied on the most recent rent
roll supplied by the borrower as of the date of such determination and, where
the actual vacancy shown on the rent roll and other unaudited financial
information and the market vacancy was less than 5.0%, assumed a 5.0% vacancy
in determining revenue from rents, except that in the case of certain Mortgaged
Properties which are not secured by multifamily properties, space occupied by
the anchor or single tenants or other large creditworthy tenants may have been
disregarded in performing the vacancy adjustment due to the length of the
related leases or creditworthiness of the tenants, in accordance with the
respective Mortgage Loan Seller's underwriting standards. Where the actual or
market vacancy was not less than 5.0%, the Mortgage Loan Sellers determined
revenue from rents by generally relying on the most recent rent roll supplied
by the borrower as of the date of such determination and the greater of (a)
actual vacancy at the related Mortgaged Property, (b) vacancy at comparable
properties in the same market as the related Mortgaged Property, and (c) 5.0%.
In determining rental revenue for multifamily, manufactured housing community
and self-storage properties, the Mortgage Loan Sellers generally either
reviewed rental revenue shown on the rolling 12-month operating statements or
annualized the rental revenue and reimbursement of expenses shown on rent rolls
or operating statements with respect to the prior one to twelve month periods.
For the other rental
S-69
<PAGE>
properties, the Mortgage Loan Sellers generally annualized rental revenue shown
on the most recent rent roll (as applicable), after applying the vacancy
factor. In the case of hotel properties, gross receipts were generally
determined based upon the average occupancy not to exceed 80.0% and daily rates
achieved during the prior two to three year annual reporting period. In
general, any non-recurring items and non-property related revenue were
eliminated from the calculation. Rents under some leases were adjusted downward
to reflect market rent for similar properties if actual rent was significantly
higher than market rent. For newly constructed properties with little or no
historical operating information, revenue was based on information in
appraisals, rent rolls and other borrower supplied information.
Expenses. In determining expenses for each Mortgaged Property, the related
Mortgage Loan Seller generally relied on rolling 12-month operating statements
and/or full-year or year-to-date financial statements supplied by the borrower.
Notwithstanding the foregoing, (a) if tax or insurance expense information more
current than that reflected in the financial statements was available, the
newer information was used, (b) property management fees were generally assumed
to be 3.0% to 5.0% of effective gross revenue (except with respect to single
tenant properties, where a minimum of 3.0% of gross receipts was generally
assumed, with respect to full-service hotel properties, where a minimum of 3.5%
of gross receipts was generally assumed, with respect to limited-service hotel
properties, where a minimum of 4.0% of gross receipts was generally assumed)
and with respect to self-storage properties, where a minimum of 5% of gross
receipts was generally assumed (c) assumptions were made with respect to
reserves for leasing commissions, tenant improvement expenses and capital
expenditures and (d) expenses were assumed to include annual replacement
reserves. In some cases historical expenses were increased for underwriting
purposes.
Replacement Reserves. Replacement reserves, if any, are reserves escrowed
for ongoing items such as repairs and replacements, including, in the case of
hospitality properties, reserves for furniture, fixtures and equipment. In
certain cases, however, the subject reserve will be subject to a maximum
amount, and once that maximum amount is reached the subject reserve will not be
funded except, in some cases, to the extent it is drawn upon.
No assurances are given with respect to the accuracy of information
provided by borrowers or the adequacy of procedures used by the related
Mortgage Loan Seller in determining the operating information presented.
ASSESSMENTS OF PROPERTY CONDITION
Property Inspections. All of the Mortgaged Properties were inspected at or
about the time of the origination or acquisition of the related mortgage loan
to assess their general condition. No inspection revealed any patent structural
deficiency or any deferred maintenance considered material and adverse to the
interest of the holders of the offered certificates or for which adequate
reserves have not been established.
Appraisals. All of the Mortgaged Properties were appraised at or about the
time of the origination of the related mortgage loans. All of these appraisals
stated that they were performed in compliance with the Code of Professional
Ethics and Standards of Professional Conduct of the Appraisal Institute and the
Uniform Standards of Professional Appraisal Practice as adopted by the
Appraisal Standards Board of the Appraisal Foundation and accepted and
incorporated into the Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended ("FIRREA").
The purpose of each appraisal was to provide an opinion as to the market
value of the related Mortgaged Property and are not guarantees of, and may not
be indicative of, present or future value. We cannot assure you that another
appraiser would have arrived at the same opinion of market value. Appraised
value is the appraiser's estimated amount a typically motivated buyer would pay
a typically motivated seller and may be significantly higher than the amount
obtained from the sale of a Mortgaged Property in a distressed or liquidation
sale.
Environmental Reports. A "Phase I" environmental site assessment was
performed with respect to each Mortgaged Property and, in some cases, a "Phase
II" environmental site assessment or other additional testing was performed.
See "--Representations and Warranties; Repurchases and Substitutions" below.
S-70
<PAGE>
Building Condition Reports. At or about the time of the origination of all
mortgage loans, a licensed engineer or consultant inspected each related
Mortgaged Property to assess the condition of the structure, exterior walls,
roofing, interior structure, mechanical and electrical systems and site
improvements. The resulting reports indicated deferred maintenance items on
certain Mortgaged Properties and recommended certain capital improvements for
which escrows were generally established at origination and the reports were
used in determining underwritten net cash flow and capital reserves, if any.
Generally, with respect to the majority of the Mortgaged Properties, the
related borrowers were required to deposit with the lender an amount equal to
at least 125% of the licensed engineer's estimated cost of the recommended
repairs, corrections or replacements to assure their completion. In addition,
the building condition reports provided a projection of necessary replacements
and repair of structural and mechanical systems over the life of the related
mortgage loans.
Earthquake Analyses. An architectural and engineering consultant performed
an analysis on 19 Mortgaged Properties, securing mortgage loans representing
approximately 15.46% of the Initial Pool Balance, located primarily in the
State of California in order to evaluate the structural and seismic condition
of the property and to assess, based primarily on statistical information, the
probable maximum loss for the property in an earthquake scenario. 5 of the 19
Mortgaged Properties described above (identified as Loan No. 1, 29, 52, 77 and
105 on Annex A to this prospectus supplement), representing approximately 5.18%
of the Initial Pool Balance, are covered by earthquake insurance in an amount
at least equal to the lesser of the replacement cost of the improvements on
such Mortgaged Property and the outstanding principal balance of the related
mortgage loan. Seismic reports were generally not done for manufactured housing
community properties.
THE MORTGAGE LOAN SELLERS
The Mortgage Loan Sellers are GECC, Chase and BSFI. GECC is an affiliate
of GE Capital Loan Services, Inc., the Master Servicer and the parent
corporation of the Depositor. See "The Depositor" in the prospectus. Chase is a
primary servicer and an affiliate of Chase Securities Inc., one of the
Underwriters. BSFI is an affiliate of Bear, Stearns & Co. Inc., one of the
Underwriters. GECC directly originated (generally, in accordance with the
underwriting criteria described below) all of the mortgage loans acquired by
the Depositor from GECC. Chase directly originated (generally, in accordance
with the underwriting criteria described below) all of the mortgage loans
acquired by the Depositor from Chase. BSFI directly originated (generally, in
accordance with the underwriting criteria described below) all of the mortgage
loans acquired by the Depositor from BSFI.
The information set forth in this prospectus supplement concerning the
Mortgage Loan Sellers and their underwriting standards have been provided by
the Mortgage Loan Sellers, and neither the Depositor nor the Underwriters make
any representation or warranty as to the accuracy or completeness of that
information.
UNDERWRITING STANDARDS
GECC'S UNDERWRITING STANDARDS
General. Through its GE Capital Real Estate business, GECC has been
lending and investing in the commercial real estate industry for over 25 years
and has a portfolio of approximately $20 billion of assets. GE Capital Real
Estate originates commercial mortgage loans through approximately 15 offices
located throughout the United States. The risk-management (loan underwriting)
function is separate from loan origination.
Loan Analysis. All GECC credit underwriting is performed by GECC
employees. GECC performs both a credit analysis and a collateral analysis with
respect to each loan. The credit analysis of the borrower includes a review of
historical tax returns, third party credit reports, judgment, lien, bankruptcy
and pending litigation searches and, if applicable, the loan payment history of
the borrower. The collateral analysis includes an analysis of the historical
property operating statements, rent rolls and a projection of future
performance and a review of tenant leases. Historical cash flow verification is
performed in most
S-71
<PAGE>
cases by staff of a "big five" accounting firm and reviewed by GECC
underwriting staff. GECC also performs a qualitative analysis which generally
incorporates independent credit checks, periodical searches, industry research
and published debt and equity information with respect to certain principals of
the borrower as well as the borrower itself. Generally, borrowers are required
to be single-purpose entities. A member of the loan underwriting team also
conducts a site inspection to confirm the occupancy rate of the Mortgaged
Property, analyze the market and assess the utility of the Mortgaged Property
within the market. GECC requires third party appraisals, as well as
environmental reports, building condition reports and seismic reports, if
applicable. Each report is reviewed for acceptability by a GECC staff member
for compliance with program standards and the staff member approves or rejects
the report. The results of these reviews are incorporated into the underwriting
report.
Loan Approval. Prior to commitment, all mortgage loans must be approved by
GE Capital Real Estate's credit committee (the make-up of which varies by loan
size) in accordance with its credit policies. The credit committee may approve
a mortgage loan as recommended, request additional due diligence, modify the
loan terms or decline a loan transaction.
Debt Service Coverage Ratio and LTV Ratio. GECC's underwriting standards
generally require the following minimum debt service coverage ratios for each
of the indicated property types:
<TABLE>
<CAPTION>
PROPERTY TYPE DSCR GUIDELINE LTV RATIO GUIDELINE
------------------------------------ ---------------- --------------------
<S> <C> <C>
Multifamily ................... 1.20x 80%
Anchored Retail ............... 1.20x 80%
Unanchored Retail ............. 1.25x 80%
Office ........................ 1.20x 80%
Industrial/Warehouse .......... 1.20x 80%
Hotel ......................... 1.40x 70%
Manufactured Housing .......... 1.20x 80%
Self-Storage .................. 1.25x 75%
</TABLE>
The debt service coverage ratio guidelines listed above are calculated
based on Underwritten Net Cash Flow. In addition, GECC's underwriting
guidelines generally permit a maximum amortization period of 30 years. However,
notwithstanding the foregoing, in certain circumstances the actual debt service
coverage ratios and loan-to-value ratios for the mortgage loans originated by
GECC may vary from these guidelines and not all of these guidelines apply to
the credit tenant lease loans which had a DSCR at origination of approximately
1.04x to 1.14x and an LTV at origination of 81.75% to 89.62%. See "Description
of the Mortgage Pool" in this prospectus supplement and Annex A to this
prospectus supplement.
Escrow Requirements. Except with respect to certain low leverage loans or
where tenants are required in their leases to pay for the covered expenses,
GECC generally requires most borrowers to fund various escrows for taxes and
insurance, capital expenses and/or replacement reserves. In some cases, the
borrower is permitted to post a letter of credit in lieu of funding a given
reserve or escrow. Generally, the required escrows for mortgage loans
originated by GECC are as follows:
o Taxes--Typically an initial deposit and monthly escrow deposits equal to
1/12th of the annual property taxes (based on the most recent property
assessment and the current millage rate) are required to provide GECC with
sufficient funds to satisfy all taxes and assessments at least one month
prior to their respective due dates.
o Insurance--If the property is insured under an individual policy (i.e.,
the property is not covered by a blanket policy), typically an initial
deposit and monthly escrow deposits equal to 1/12th of the annual property
insurance premium are required to provide GECC with sufficient funds to
pay all insurance premiums at least one month prior to their respective
due dates. If the property is covered by a blanket policy of insurance,
GECC reserves the right in the mortgage to require a separate insurance
policy and insurance escrows in certain circumstances.
o Replacement Reserves--Replacement reserves are calculated in accordance
with the expected useful life of the components of the property during the
term of the mortgage loan.
S-72
<PAGE>
Notwithstanding the actual level of escrowed reserves, the following
minimum replacement reserve levels were generally assumed by GECC in
determining Underwritten Net Cash Flow:
<TABLE>
<S> <C>
Multifamily .................. $250 per unit
Retail ....................... $0.15 per square foot
Office ....................... $0.20 per square foot
Industrial/Warehouse ......... $0.10-0.15 per square foot
Hotel ........................ 4-5% of gross revenue
Manufactured Housing ......... $50-100 per pad
</TABLE>
o Completion Repair/Environmental Remediation--Typically, a completion
repair or remediation reserve is required if so indicated by the building
condition report. An initial deposit, upon funding of the mortgage loan
generally in an amount equal to at least 125% of the estimated costs of
repairs or replacements to be completed within the first year of the
mortgage loan pursuant to the building condition report is generally
required.
o Re-tenanting--In most cases, major tenants and a significant number of
smaller tenants have lease expirations within the mortgage loan term. To
mitigate this risk, reserves for loans secured by commercial properties may
be required to be funded either at closing of the mortgage loan and/or
during the mortgage loan term to cover certain anticipated leasing
commissions or tenant improvement costs which might be associated with
releasing the space occupied by the tenants.
CHASE'S UNDERWRITING STANDARDS
General. Chase's commercial mortgage banking group has, among other
things, the authority to originate fixed-rate, first lien mortgage loans for
securitization. Chase's commercial mortgage banking operation is a vertically
integrated entity, staffed by real estate professionals, many of whom have
completed the credit training programs of Chase or one of its predecessor
banks. The loan underwriting group is an integral component of the commercial
mortgage banking group which also includes distinct groups responsible for loan
origination, closing and servicing mortgage loans.
Loan Analysis. All of the mortgage loans sold by Chase to the Depositor
were underwritten by Chase employees. In some cases, Chase may have employed a
third party contractor to assist in preparation of due diligence materials.
Upon receipt of a loan package, Chase's loan underwriters commence an extensive
review of the borrower's financial condition and creditworthiness and the real
estate which will secure the loan. Chase performs both a credit analysis and
collateral analysis with respect to a loan applicant. The credit analysis of
the borrower performed by Chase includes a review of historical financial
statements, including operating statements and rent rolls (generally
unaudited), historical tax returns, third party credit reports and, if
applicable, the loan payment history of the borrower. Chase also performs a
qualitative analysis which incorporates independent credit checks, periodical
searches, industry research and published debt and equity information with
respect to certain principals of the borrower as well as the borrower itself.
Generally, borrowers are required to be single-purpose entities. The collateral
analysis includes an analysis of the historical property operating statements,
rent rolls, leases, service contracts, utility bills and a projection of future
performance. A member of the loan underwriting team also conducts a site
inspection to (1) confirm the occupancy rate of the mortgaged property, (2)
analyze the market, and (3) assess the utility of the mortgaged property within
the market. Chase requires third party appraisals, environmental reports,
building condition reports and seismic reports, where appropriate. Each
environmental, building condition and seismic report is reviewed for
acceptability by a staff member of Chase's Technical Services Unit for
compliance with program standards and that staff member approves or rejects the
report. Appraisals are reviewed by a member of Chase's in-house appraisal staff
and that staff member approves or rejects the appraisal. The results of these
reviews are incorporated into the underwriting report.
Loan Approval. Prior to commitment, all mortgage loans must be approved by
Chase's credit committee in accordance with its credit policies. The credit
committee may approve a mortgage loan as recommended, modify the loan terms or
decline a loan transaction.
S-73
<PAGE>
Debt Service Coverage Ratio and LTV Ratio. Chase's underwriting standards
generally require the following minimum debt service coverage ratios for each
of the indicated property types:
<TABLE>
<CAPTION>
PROPERTY TYPE DSCR GUIDELINE LTV RATIO GUIDELINE
--------------------------------- ---------------- --------------------
<S> <C> <C>
Anchored Retail ............ 1.20x 80%
Multifamily ................ 1.20x 80%
Unanchored Retail .......... 1.30x 75%
Office ..................... 1.20x 80%
Industrial ................. 1.20x 80%
Hotel ...................... 1.35x 70%
</TABLE>
The debt service coverage ratio guidelines listed above are calculated
based on Underwritten Net Cash Flow at the time of origination. In addition,
Chase's underwriting guidelines generally require a maximum amortization period
of 30 years. However, notwithstanding the foregoing, in certain circumstances
the actual debt service coverage ratios, loan-to-value ratios and amortization
periods for the mortgage loans originated by Chase may vary from these
guidelines. See "Description of the Mortgage Pool" in this prospectus
supplement and Annex A to this prospectus supplement.
Escrow Requirements. Chase requires substantially all borrowers to fund
various escrows for taxes and insurance, capital expenses and replacement
reserves. Generally, the required escrows for mortgage loans originated by
Chase are as follows:
o Taxes--Typically an initial deposit and monthly escrow deposits equal to
1/12th of the annual property taxes (based on the most recent property
assessment and the current millage rate) are required.
o Insurance--If the property is insured under an individual policy (i.e.,
the property is not covered by a blanket policy), typically an initial
deposit and monthly escrow deposits equal to 1/12th of the annual property
insurance premium are required. If the property is covered by a blanket
policy of insurance, insurance escrows are not required. However, Chase
reserves the right in the mortgage to require a separate insurance policy
and insurance escrows in certain circumstances.
o Replacement Reserves--Replacement reserves are calculated in accordance
with the expected useful life of the components of the property during the
term of the mortgage loan, as estimated in the engineering report.
Notwithstanding the actual level of escrowed reserves, the following
minimum annual replacement reserve levels were generally assumed by Chase in
determining Underwritten Net Cash Flow:
<TABLE>
<S> <C>
Retail ........................ $0.15 per square foot
Multifamily ................... $250 per unit
Office ........................ $0.20 per square foot
Industrial .................... $0.10 per square foot
Hotel ......................... 5% of gross revenue
</TABLE>
o Completion Repair/Environmental Remediation--Typically, a completion
repair reserve is required and, if necessary, an environmental remediation
reserve may be established. An initial deposit, upon funding of the
mortgage loan, in an amount generally equal to at least 125% of the
estimated costs of repairs or replacements to be completed within the
first year of the mortgage loan pursuant to the building condition report
is generally required.
o Re-tenanting/Debt Service Coverage--In some cases, tenants may have
lease expirations within or shortly after the mortgage loan term. To
mitigate this risk, special reserves may be established to be funded
either at closing of the mortgage loan and/or during the mortgage loan
term to cover certain anticipated leasing commissions or tenant
improvement costs which might be associated with releasing the space
occupied by those tenants.
S-74
<PAGE>
BSFI'S UNDERWRITING STANDARDS
General. All of the mortgage loans sold to the Depositor by BSFI were
originated by BSFI, in each case, generally in accordance with the underwriting
criteria described herein. BSFI originates loans secured by retail, office,
industrial, multifamily, self-storage and hotel properties as well as
manufactured housing communities located in the United States. BSFI and its
affiliates originate and underwrite loans through four offices located
throughout the United States. BSFI's loan origination and underwriting
professionals, who are all full-time BSFI employees, are compensated based on
loan performance.
Loan Analysis. The BSFI credit underwriting team for each mortgage loan
was comprised of Bear Stearns real estate professionals. The underwriting team
for each loan is required to conduct an extensive review of the related
mortgaged property, including an analysis of the appraisal, engineering report,
environmental report, historical property operating statements, rent rolls,
current and historical real estate taxes, and a review of tenant leases. The
credit of the borrower and certain key principals of the borrower are examined
for financial strength and character prior to approval of the loan. This
analysis includes a review of historical financial statements (which are
generally unaudited), historical income tax returns of the borrower and its
principals, third-party credit reports, judgment, lien, bankruptcy and pending
litigation searches. Borrowers generally are required to be special purpose
entities. The credit of key tenants is also examined as part of the
underwriting process. A member of the BSFI underwriting team visits the
property for a site inspection to confirm the occupancy rates of the property,
analyze the property's market and the utility of the property within the
market.
Loan Approval. Prior to commitment, all mortgage loans must be approved by
a loan committee comprised of senior real estate professionals from BSFI and
its affiliates. The loan committee may either approve a mortgage loan as
recommended, request additional due diligence, modify the terms, or reject, a
mortgage loan.
Debt Service Coverage Ratio and LTV Ratio. BSFI's underwriting standards
generally require the following minimum debt service coverage ratios and loan
to value ratios for each of the indicated property types:
<TABLE>
<CAPTION>
PROPERTY TYPE DSCR GUIDELINE LTV RATIO GUIDELINE
---------------------------------------------- ---------------- --------------------
<S> <C> <C>
Anchored Retail ......................... 1.20x 80%
Unanchored Retail ....................... 1.30x 75%
Multifamily ............................. 1.20x 80%
Industrial .............................. 1.25x 75%
Office .................................. 1.25x 75%
Hotel ................................... 1.40x 70%
Manufactured Housing Community .......... 1.25x 80%
Self-Storage ............................ 1.30x 75%
</TABLE>
The debt service coverage ratio guidelines listed above are calculated
based on anticipated Underwritten Net Cash Flow at the time of origination.
Therefore, the debt service coverage ratio for each mortgage loan as reported
elsewhere in this Prospectus Supplement may differ from the amount calculated
at the time of origination.
Escrow Requirements. BSFI generally requires a borrower to fund various
escrows for taxes and insurance, replacement reserves and capital expenses.
Generally, the required escrows for mortgage loans originated by BSFI are as
follows:
o Taxes and Insurance--Typically, a pro rated initial deposit and monthly
deposits equal to 1/12 of the annual property taxes (based on the most
recent property assessment and the current millage rate) and annual
property insurance premium.
o Replacement Reserves--Monthly deposits generally based on the greater of
the amount recommended pursuant to a building condition report prepared
for BSFI or the following minimum amounts:
S-75
<PAGE>
<TABLE>
<S> <C>
Retail ................................. $0.15 per square foot
Multifamily ............................ $250 per unit
Industrial ............................. $0.10-$0.15 per square foot
Office ................................. $0.20 per square foot
Hotel .................................. 5% of gross revenue
Manufactured Housing Community ......... $50 per pad
Self-Storage ........................... $0.15 per square foot
</TABLE>
o Deferred Maintenance/Environmental Remediation--An initial deposit, upon
funding of the mortgage loan, in an amount equal to at least 125% of the
estimated costs the recommended substantial repairs or replacements
pursuant to the building condition report completed by a licensed engineer
and the estimated cost of environmental remediation expenses as
recommended by an independent environmental assessment.
o Re-tenanting--In some cases major leases expire within the mortgage loan
term. To mitigate this risk, special reserves may be established to be
funded either at closing and/or during the mortgage loan term to cover
certain anticipated leasing commissions or tenant improvement costs which
may be associated with re-leasing the space occupied by these tenants.
REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS
In each Purchase Agreement, the applicable Mortgage Loan Seller will
represent and warrant with respect to each mortgage loan (subject to certain
exceptions specified in the related Purchase Agreement) sold by the Mortgage
Loan Seller, as of the Closing Date, or as of another date specifically
provided in the representation and warranty, among other things, that:
(a) the information set forth in the schedule of mortgage loans attached
to the applicable Purchase Agreement (which contains certain of the
information set forth in Annex A) is true and correct in all material
respects as of the cut-off date;
(b) as of the date of its origination, the mortgage loan complied in all
material respects with, or was exempt from, all requirements of federal,
state or local law relating to the origination, funding and servicing of
the mortgage loan;
(c) immediately prior to the sale, transfer and assignment to the
Depositor, the applicable Mortgage Loan Seller had good title to, and was
the sole owner of, each mortgage loan, and is transferring the mortgage
loan free and clear of any and all liens, pledges, charges or security
interests of any nature encumbering the mortgage loan;
(d) the proceeds of the mortgage loan have been fully disbursed and there
is no requirement for future advances thereunder;
(e) each of the related Mortgage Note, related Mortgage, related
assignment of leases, if any, and other agreements executed in connection
with the mortgage loan are the legal, valid and binding obligations of the
related mortgagor (subject to any nonrecourse provisions therein and any
state anti-deficiency legislation), enforceable in accordance with their
terms, except with respect to provisions relating to default interest,
yield maintenance charges or prepayment premiums and except as the
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of
whether the enforcement is considered in a proceeding in equity or at law);
(f) as of the date of its origination, there was no valid offset,
defense, counterclaim or right to rescission with respect to any of the
related Mortgage Note, Mortgage(s) or other agreements executed in
connection therewith, and, as of the cut-off date, to the best knowledge of
the applicable Mortgage Loan Seller there is no valid offset, defense,
counterclaim or right to rescission with respect to the Mortgage Note,
Mortgage(s) or other agreements;
S-76
<PAGE>
(g) the assignment of the related Mortgage and assignment of leases in
favor of the Trustee has been duly authorized, executed and delivered by
the applicable Mortgage Loan Seller and constitutes the legal, valid and
binding assignment of the Mortgage to the Trustee (subject to customary
limitations). Each related Mortgage and assignment of leases is freely
assignable upon notice to the mortgagor;
(h) the related Mortgage is a legal, valid and enforceable first lien on
the related Mortgaged Property subject only to the following title
exceptions (each exception, a "Title Exception") (A) liens for current real
property taxes, ground rents, water charges, sewer rents and assessments
not yet due and payable, (B) covenants, conditions and restrictions, rights
of way, easements and other matters of public record, none of which,
individually or in the aggregate, materially interferes with the current
use of the Mortgaged Property or the security intended to be provided by
the Mortgage or with the borrower's ability to pay its obligations when
they become due or materially and adversely affects the value of the
Mortgaged Property and (C) the exceptions (general and specific) set forth
in the mortgage policy of title insurance issued with respect to the
mortgage loan, none of which, individually or in the aggregate, materially
interferes with the current use or operation of the Mortgaged Property or
the security intended to be provided by the Mortgage or with the borrower's
ability to pay its obligations when they become due or materially and
adversely affects the value of the Mortgaged Property and the Mortgaged
Property is free and clear of any mechanics' and materialmen's liens which
are prior to or equal with the lien of the related Mortgage, except those
which are insured against by a lender's title insurance policy as described
above;
(i) all taxes and governmental assessments that prior to the cut-off date
became due and owing in respect of the related Mortgaged Property have been
paid, or an escrow of funds in an amount sufficient to cover the payments
has been established;
(j) to the applicable Mortgage Loan Seller's knowledge as of the cut-off
date, after conducting due diligence consistent with the practice of
institutional lenders generally for properties of the same type as the
related Mortgaged Property, each related Mortgaged Property was free and
clear of any material damage (other than deferred maintenance for which
escrows were established at origination) that would affect materially and
adversely the value of the Mortgaged Property as security for the mortgage
loan and there was no proceeding pending for the total or partial
condemnation of the Mortgaged Property;
(k) as of the date of its origination, all insurance coverage required
under each related Mortgage, which insurance covered those risks as were
customarily acceptable to prudent commercial and multifamily mortgage
lending institutions lending on the security of property comparable to the
related Mortgaged Property in the jurisdiction in which the Mortgaged
Property is located, and with respect to a fire and extended perils
insurance policy, was in an amount (subject to a customary deductible) at
least equal to the replacement cost of improvements located on the
Mortgaged Property, with no deduction for depreciation or an amount at
least equal to the initial principal balance of the mortgage loan and in
any event, the amount necessary to avoid the operation of any co-insurance
provisions; and with respect to business interruption or rental loss
insurance, in an amount at least equal to 12 months of operations of the
related Mortgaged Property was in full force and effect with respect to
each related Mortgaged Property; and, as of the cut-off date, to the best
knowledge of the Mortgage Loan Seller, all insurance coverage required
under each Mortgage, which insurance covers such risks and is in such
amounts as are customarily acceptable to prudent commercial and multifamily
mortgage lending institutions lending on the security of property
comparable to the related Mortgaged Property in the jurisdiction in which
such Mortgaged Property is located, is in full force and effect with
respect to each related Mortgaged Property; and no notice of termination or
cancellation with respect to any such insurance policy has been received by
the Mortgage Loan Seller; and except for certain amounts not greater than
amounts which would be considered prudent by an institutional commercial
Mortgage lender with respect to a similar Mortgage Loan and which are set
forth in the related Mortgage, any insurance proceeds in respect of a
casualty loss will be applied either to the repair or restoration of the
related Mortgaged Property with mortgagee or a third party custodian
acceptable to mortgagee having the right to hold and disburse the proceeds
as the repair or restoration progresses other than with
S-77
<PAGE>
respect to amounts that are customarily acceptable to commercial and
multifamily mortgage lending institutions or the reduction of the
outstanding principal balance of the Mortgage Loan. The insurer with
respect to each policy is qualified to do business in the relevant
jurisdiction to the extent required. The insurance policies contain a
standard mortgagee clause naming mortgagee, its successors and assigns as
loss payees in the case of property insurance policies and additional
insureds in the case of liability insurance policies and provide that they
are not terminable and may not be reduced below replacement cost without 30
days prior written notice to the mortgagee (or, with respect to
non-payment, 10 days prior written notice to the mortgagee) or such lesser
period as prescribed by applicable law. Each Mortgage requires that the
mortgagor maintain insurance as described above or permits the mortgagee to
require insurance as described above;
(l) the mortgage loan is not, and in the prior 12 months (or since the
date of origination if the mortgage loan has been originated within the
past 12 months), has not been, 30 days or more past due in respect of any
scheduled payment;
(m) one or more Phase I environmental site assessments were performed by
an environmental consulting firm independent of the applicable Mortgage
Loan Seller and that Mortgage Loan Seller's affiliates with respect to each
related Mortgaged Property within the 18 months prior to the Closing Date
and the applicable Mortgage Loan Seller, having made no independent inquiry
other than to review the report(s) prepared in connection with the
assessment(s) referenced herein, has no knowledge and has received no
notice of any material and adverse environmental condition or circumstance
affecting the Mortgaged Property that was not disclosed in those report(s).
With respect to any material and adverse environmental matters disclosed in
the Phase I environmental site report either (i) the same have been
remediated in all material respects prior to the Closing Date, (ii)
sufficient funds have been escrowed for purposes of effecting such
remediation, (iii) the related mortgagor or other responsible party is
currently taking or required to take such actions, if any, with respect to
such matters as have been recommended by the report or required by the
applicable governmental authority, (iv) an operations and maintenance plan
has been or will be implemented, or (v) environmental insurance has been
obtained with respect to such matters, subject to customary limitations.
Each mortgage loan requires the related mortgagor to comply with all
applicable federal, state and local environmental laws and regulations;
(n) the lien of each related Mortgage as a first priority lien in the
original principal amount of the mortgage loan (as set forth on the
mortgage loan schedule) is insured by an ALTA lender's title insurance
policy (or a binding commitment therefor), or its equivalent as adopted in
the applicable jurisdiction, insuring the Mortgage Loan Seller, its
successors and assigns, subject only to the Title Exceptions; the Mortgage
Loan Seller or its successors or assigns is the sole named insured of that
policy; the policy is assignable without the consent of the insurer and
will inure to the benefit of the Trustee as mortgagee of record and is in
full force and effect upon the consummation of the transactions
contemplated by the applicable Purchase Agreement and all premiums have
been paid; no claims have been made under the policy, no prior holder of
the related Mortgage nor the Mortgage Loan Seller has done anything, by act
or omission, and the Mortgage Loan Seller has no knowledge of any matter,
which would impair or diminish the coverage of that policy; the insurer
issuing such policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located to the extent required;
such policy contains no exclusions for or affirmatively insures (other than
in jurisdictions in which affirmative insurance is unavailable) (a) access
to public roads, (b) that there are no encroachments of any part of the
building thereon over easements and (c) that the area shown on the survey
is the same as the property described in the Mortgage;
(o) except with respect to the APD Loans, which provide that the rate at
which interest accrues on each APD Loan increases after its respective
Anticipated Prepayment Date, the Mortgage Rate (exclusive of any default
interest, late charges or prepayment premiums) of the mortgage loan is a
fixed rate;
(p) other than payments due but not yet 30 days or more delinquent, there
is, to the Mortgage Loan Seller's knowledge, (A) no material default,
breach, violation or event of acceleration existing
S-78
<PAGE>
under the related Mortgage Note or each related Mortgage, and (B) no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a material default, breach,
violation or event of acceleration under any of the documents; the Mortgage
Loan Seller has not waived any other material default, breach, violation or
event of acceleration under any of those documents; and under the terms of
each mortgage loan, each related Mortgage Note, each related Mortgage and
the other loan documents in the related mortgage file, no person or party
other than the mortgagee may declare an event of default or accelerate the
related indebtedness under that mortgage loan, Mortgage Note or Mortgage;
(q) each mortgage loan is directly secured by a Mortgage on a commercial,
multifamily residential or manufactured housing community property, and
either (1) substantially all of the proceeds of the mortgage loan were used
to acquire, improve or protect the portion of the commercial, multifamily
residential or manufactured housing community property that consists of an
interest in real property (within the meaning of Treasury Regulations
Sections 1.856-3(c) and 1.856-3(d)) and the interest in real property was
the only security for the mortgage loan as of the Testing Date (as defined
below), or (2) the fair market value of the interest in real property which
secures the mortgage loan was at least equal to 80% of the principal amount
of the mortgage loan (a) as of the Testing Date, or (b) as of the closing
date. For purposes of the previous sentence, (1) the fair market value of
the referenced interest in real property shall first be reduced by (a) the
amount of any lien on the interest in real property that is senior to the
mortgage loan, and (b) a proportionate amount of any lien on the interest
in real property that is on a parity with the mortgage loan, and (2) the
"Testing Date" shall be the date on which the referenced mortgage loan was
originated unless (a) the mortgage loan was modified after the date of its
origination in a manner that would cause "significant modification" of the
mortgage loan within the meaning of Treasury Regulations Section 1.1001-3,
and (b) the "significant modification" did not occur at a time when the
mortgage loan was in default or when default with respect to the mortgage
loan was reasonably foreseeable, in which case the "Testing Date" shall be
the date of the last such modification;
(r) each mortgage loan is a whole loan, contains no equity participation
by the lender or shared appreciation feature and does not provide for any
contingent or additional interest in the form of participation in the cash
flow of the related Mortgaged Property or provide for negative amortization
(other than the APD Loans);
(s) subject to certain exceptions, which are customarily acceptable to
commercial and multifamily mortgage lending institutions lending on the
security of property comparable to the related Mortgaged Property, each
Mortgage or loan agreement contains provisions for the acceleration of the
payment of the unpaid principal balance of the mortgage loan if, without
complying with the requirements of the Mortgage or loan agreement, the
related Mortgaged Property, or any controlling interest in the related
mortgagor, is directly transferred or sold or encumbered in connection with
subordinate financing by a lien or security interest against the related
Mortgaged Property, other than any existing permitted additional debt (see
"Risk Factors--Ability to Incur Other Borrowings Entails Risk" in this
prospectus supplement);
(t) each Mortgaged Property was inspected by or on behalf of the related
originator within the 12 months prior to the Closing Date;
(u) since origination, no material portion of the related Mortgaged
Property has been released from the lien of the related Mortgage, in each
case, in any manner which materially and adversely affects the value of the
mortgage loan or materially interferes with the security intended to be
provided by the Mortgage, and, except with respect to the mortgage loans
which permit defeasance by means of substituting for the Mortgaged Property
(or, in the case of a mortgage loan secured by multiple Mortgaged
Properties, one or more of the Mortgaged Properties) U.S. Treasury
obligations sufficient to pay the mortgage loans in accordance with their
terms, and with respect to mortgage loans which permit the related
mortgagor to substitute a replacement property, the terms of the related
Mortgage do not provide for release of any material portion of the
Mortgaged Property from the lien of the Mortgage except (a) in
consideration of payment therefor equal to not less than the allocated loan
amount of such Mortgaged Property or (b) payment in full of such mortgage
loan;
S-79
<PAGE>
(v) to the Mortgage Loan Seller's knowledge, as of the date of
origination of the mortgage loan, based on due diligence customary in the
industry, and, to the Mortgage Loan Seller's knowledge, as of the cut-off
date, there are no violations of any applicable zoning ordinances, building
codes and land laws applicable to the Mortgaged Property or the use and
occupancy thereof which would have a material adverse effect on the value,
operation or net operating income of the Mortgaged Property;
(w) all escrow deposits and payments required pursuant to the mortgage
loan are in the possession, or under the control, of the applicable
Mortgage Loan Seller or its agent and there are no deficiencies in
connection therewith and all such escrows, deposits and payments will be
conveyed by the applicable Mortgage Loan Seller to the depositor and
identified as such with appropriate detail on the Closing Date.
If a Mortgage Loan Seller has been notified of a material breach of any of
the foregoing representations and warranties and if the respective Mortgage
Loan Seller cannot cure the breach within a period of 90 days following the
earlier of its receipt of that notice or its discovery of the breach, then the
respective Mortgage Loan Seller will be obligated pursuant to the respective
Purchase Agreement (the relevant rights under which will be assigned, together
with its interests in the mortgage loans, to the Trustee) to (a) repurchase the
affected mortgage loan within the 90-day period at a price (the "Purchase
Price") equal to the sum of (1) the outstanding principal balance of the
mortgage loan as of the date of purchase, (2) all accrued and unpaid interest
on the mortgage loan at the related mortgage rate, in effect from time to time,
to but not including the due date in the Due Period of purchase, (3) all
related unreimbursed Servicing Advances plus accrued and unpaid interest on
related Advances at the Reimbursement Rate, and unpaid Special Servicing Fees
allocable to the mortgage loan and (4) all reasonable out-of-pocket expenses
reasonably incurred or to be incurred by the Special Servicer, the Depositor
and the Trustee in respect of the breach giving rise to the repurchase
obligation, including any expenses arising out of the enforcement of the
repurchase obligation or (b) substitute, within two years of the start-up date
of the REMIC trust, a Qualified Substitute Mortgage Loan and pay any shortfall
amount equal to the excess of the Purchase Price of the mortgage loan
calculated as of the date of substitution over the stated principal balance of
the Qualified Substitute Mortgage Loan as of the date of substitution;
provided, that the applicable Mortgage Loan Seller generally has an additional
90-day period to cure the breach if it is diligently proceeding with that cure,
and has delivered to Moody's, Fitch and the Trustee an officer's certificate
that describes the reasons that a cure was not effected within the first 90-day
cure period and the actions it proposes to take to effect the cure and which
states that it anticipates the cure will be effected within the additional
90-day period. Notwithstanding the foregoing, the actions specified in (a) or
(b) of the preceding sentence must be taken within 90 days following the
earlier of the Mortgage Loan Seller's receipt of notice or discovery of a
breach, with no extension, if such breach would cause the mortgage loan not to
be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code.
A "Qualified Substitute Mortgage Loan" is a mortgage loan which must, on
the date of substitution: (a) have an outstanding principal balance, after
application of all scheduled payments of principal and/or interest due during
or prior to the month of substitution, not in excess of the outstanding
principal balance of the deleted mortgage loan as of the due date in the
calendar month during which the substitution occurs; (b) have a Mortgage Rate
not less than the Mortgage Rate of the deleted mortgage loan; (c) have the same
due date as the deleted mortgage loan; (d) accrue interest on the same basis as
the deleted mortgage loan (for example, on the basis of a 360-day year and the
actual number of days elapsed); (e) have a remaining term to stated maturity
not greater than, and not more than two years less than, the remaining term to
stated maturity of the deleted mortgage loan; (f) have an original
loan-to-value ratio not higher than that of the deleted mortgage loan and a
current loan-to-value ratio not higher than the then-current loan-to-value
ratio of the deleted mortgage loan; (g) materially comply as of the date of
substitution with all of the representations and warranties set forth in the
applicable Purchase Agreement; (h) have an environmental report with respect to
the related Mortgaged Property that indicates no material adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related mortgage file; (i) have an original debt
service coverage ratio not less than the original debt service coverage ratio
of the deleted mortgage loan; (j) be determined by an opinion of counsel to be
a "qualified replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code; (k) not have a maturity date
S-80
<PAGE>
after the date two years prior to the Rated Final Distribution Date; (l) not be
substituted for a deleted mortgage loan unless the Trustee has received prior
confirmation in writing by each of Moody's and Fitch that the substitution will
not result in the withdrawal, downgrade, or qualification of the then current
rating assigned by either of Moody's or Fitch to any class of Certificates then
rated by Moody's or Fitch, respectively, (the cost, if any, of obtaining the
confirmation to be paid by the applicable Mortgage Loan Seller); (m) has been
approved by the Directing Certificateholder in its reasonable discretion;
provided, that the Directing Certificateholder will cease to have the right to
approve the substitution of a Qualified Substitute Mortgage Loan for a deleted
mortgage loan after the aggregate of the outstanding principal balance of all
Qualified Substitute Mortgage Loans which were previously substituted for
deleted mortgage loans exceeds 10% of the aggregate outstanding principal
balance of all the mortgage loans as of the cut-off date; and (n) not be
substituted for a deleted mortgage loan if it would result in the termination
of the REMIC status of either REMIC or the imposition of tax on either REMIC
other than a tax on income expressly permitted or contemplated to be received
by the terms of the Pooling and Servicing Agreement. In the event that one or
more mortgage loans are substituted for one or more deleted mortgage loans
simultaneously, then the amounts described in clause (a) are required to be
determined on the basis of aggregate principal balances and the rates described
in clause (b) above and the remaining term to stated maturity referred to in
clause (e) above are required to be determined on a weighted average basis.
When a Qualified Substitute Mortgage Loan is substituted for a deleted mortgage
loan, the applicable Mortgage Loan Seller will be required to certify that the
mortgage loan meets all of the requirements of the above definition and send
the certification to the Trustee.
The foregoing repurchase or substitution obligation will constitute the
sole remedy available to the Certificateholders and the Trustee for any breach
of any Mortgage Loan Seller's representations and warranties regarding the
mortgage loans. The respective Mortgage Loan Seller will be the sole warranting
party in respect of the mortgage loans sold by that Mortgage Loan Seller to the
Depositor, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Underwriters or any of their affiliates (other than
the respective Mortgage Loan Seller) will be obligated to repurchase any
affected mortgage loan in connection with a breach of the Mortgage Loan
Seller's representations and warranties if the Mortgage Loan Seller defaults on
its obligation to do so. However, the Depositor will not include any mortgage
loan in the pool of mortgage loans if anything has come to the Depositor's
attention prior to the Closing Date that causes it to believe that the
representations and warranties made by a Mortgage Loan Seller regarding the
mortgage loan will not be correct in all material respects when made. See
"Description of the Pooling Agreements--Representations and Warranties;
Repurchases" in the prospectus.
LOCK BOX ACCOUNTS
With respect to 9 mortgage loans (the "Lock Box Loans"), representing
approximately 10.38% of the Initial Pool Balance, one or more accounts
(collectively, the "Lock Box Accounts") have been or may be established into
which the related property manager and/or tenants directly deposits rents or
other revenues from the Mortgaged Property. Pursuant to the terms of 5 Lock Box
Loans (identified as Loan No. 22, 23, 24, 26 and 27 on Annex A to this
prospectus supplement), representing approximately 1.03% of the Initial Pool
Balance, the related Lock Box Accounts were required to be established on the
origination dates of the related mortgage loans. With respect to two such
mortgage loans (identified as Loan No. 33 and 52 on Annex A to this prospectus
supplement), a cash management account is required to be established on or
about the origination date of the mortgage loan into which the tenants are
required to deposit rents directly. Should the DSCR of the mortgage loan drop
to or below 1.45x in the case of one mortgage loan (identified as Loan No. 33
in Annex A to this prospectus supplement), or in the case of the other mortgage
loan (identified as Loan No. 52 in Annex A to this prospectus supplement),
1.40x (or 1.20x during the restoration period after a condemnation or
casualty), the borrower will no longer have the right to withdraw any amounts
deposited in the cash management account. The Lock Box Accounts will not be
assets of either REMIC.
S-81
<PAGE>
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Certificates will be issued pursuant to a pooling and servicing
agreement, among the Depositor, the Master Servicer, the Special Servicer and
the Trustee (the "Pooling and Servicing Agreement") and will represent in the
aggregate the entire beneficial ownership interest in the trust fund consisting
of: (1) the mortgage loans and all payments under and proceeds of the mortgage
loans received after the cut-off date (exclusive of payments of principal
and/or interest due on or before the cut-off date); (2) any REO Property; (3)
those funds or assets as from time to time are deposited in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account, and the REO Account, if established; (4) the
rights of the mortgagee under all insurance policies with respect to the
mortgage loans; and (5) certain rights of the Depositor under the Purchase
Agreements relating to mortgage loan document delivery requirements and the
representations and warranties of each Mortgage Loan Seller regarding the
mortgage loans.
The Depositor's Commercial Mortgage Pass-Through Certificates, Series
2000-1 (the "Certificates") will consist of the following 18 classes: the Class
A-1 and Class A-2 Certificates (collectively, the "Class A Certificates") and
the Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I, Class J, Class K, Class L, Class M, Class S, Class R and Class LR
Certificates. The Class A Certificates and the Class X Certificates are
referred to collectively as the "Senior Certificates" in this prospectus
supplement. The Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I, Class J, Class K, Class L and Class M Certificates are referred to
collectively as the "Subordinate Certificates" in this prospectus supplement.
The Class B, Class C, Class D and Class E Certificates are referred to
collectively as the "Subordinate Offered Certificates" in this prospectus
supplement. The Class R and Class LR Certificates are referred to collectively
as the "Residual Certificates" in this prospectus supplement.
Only the Class A, Class X, Class B, Class C, Class D and Class E
Certificates are offered hereby (collectively, the "Offered Certificates"). The
Class F, Class G, Class H, Class I, Class J, Class K, Class L, Class M, Class
S, Class R and Class LR Certificates (collectively, the "Non-Offered
Certificates") have not been registered under the Securities Act of 1933 and
are not offered hereby.
The "Certificate Balance" of any class of Certificates (other than the
Class X, Class S and Residual Certificates) outstanding at any time represents
the maximum amount which its holders are entitled to receive as distributions
allocable to principal from the cash flow on the mortgage loans and the other
assets in the trust fund. On each distribution date, the Certificate Balance of
each class of Certificates will be reduced by any distributions of principal
actually made on, and any Collateral Support Deficit actually allocated to,
that class of Certificates on that distribution date. The initial Certificate
Balance of each class of Offered Certificates (other than the Class X
Certificates) is expected to be the balance set forth on the cover of this
prospectus supplement. The Class X, Class S and Residual Certificates will not
have Certificate Balances or entitle their holders to distributions of
principal.
The Class X Certificates will, however, represent the right to receive
distributions of interest accrued as described in this prospectus supplement on
a notional amount (the "Notional Amount"). The Notional Amount of the Class X
Certificates will be equal to the aggregate of the Certificate Balances of the
other Certificates as of the prior distribution date (after giving effect to
the distribution of principal on that distribution date) or, prior to the first
distribution date, the cut-off date. The Notional Amount of the Class X
Certificates is used solely for purposes of describing the amounts of interest
payable on the Class X Certificates and does not represent an interest in
principal payments on the mortgage loans. The Class F, Class G, Class H, Class
I, Class J, Class K, Class L and Class M Certificates will have an aggregate
initial Certificate Balance of approximately $74,875,612.
The Offered Certificates will be maintained and transferred in book-entry
form and issued in denominations of $10,000 initial Certificate Balance, or in
the case of the Class X Certificates, $1,000,000 initial Notional Amount, and
integral multiples of $1 in excess of that amount. The "Percentage Interest"
evidenced by any Certificate (other than the Class S and Residual Certificates)
is equal to its initial denomination as of the Closing Date, divided by the
initial Certificate Balance or Notional Amount of the class to which it
belongs.
S-82
<PAGE>
The Offered Certificates will initially be represented by one or more
global Certificates registered in the name of the nominee of The Depository
Trust Company ("DTC"). The Depositor has been informed by DTC that DTC's
nominee will be Cede & Co. No person acquiring an interest in the Offered
Certificates (this person, a "Certificate Owner") will be entitled to receive
an Offered Certificate in fully registered, certificated form, a definitive
certificate, representing its interest in that class, except as set forth under
"--Book-Entry Registration and Definitive Certificates" below. Unless and until
definitive certificates are issued, all references to actions by holders of the
Offered Certificates will refer to actions taken by DTC upon instructions
received from Certificate Owners through its participating organizations
(together with Clearstream Banking, societe anonyme ("Clearstream, Luxembourg")
and the Euroclear System ("Euroclear") participating organizations (the
"Participants"), and all references in this prospectus supplement to payments,
notices, reports and statements to holders of the Offered Certificates will
refer to payments, notices, reports and statements to DTC or Cede & Co., as the
registered holder of the Offered Certificates, for distribution to Certificate
Owners through its Participants in accordance with DTC procedures. See
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates" in the prospectus.
Until definitive certificates are issued, interests in any class of
Offered Certificates will be transferred on the book-entry records of DTC and
its Participants.
PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT
The Chase Manhattan Bank, 450 West 33rd Street, Capital Markets Fiduciary
Services (CMBS), 14th Floor, New York, New York 10001 will serve as paying
agent (in that capacity, the "Paying Agent"). In addition, The Chase Manhattan
Bank will initially serve as registrar (in that capacity, the "Certificate
Registrar") for the purposes of recording and otherwise providing for the
registration of the Offered Certificates and of transfers and exchanges of the
definitive certificates, if issued, and as authenticating agent of the
Certificates (in that capacity, the "Authenticating Agent").
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
General. Certificate Owners may hold their Certificates through DTC (in
the United States) or Clearstream, Luxembourg or Euroclear (in Europe) if they
are Participants of that system, or indirectly through organizations that are
Participants in those systems. Clearstream, Luxembourg and Euroclear will hold
omnibus positions on behalf of the Clearstream, Luxembourg Participants and the
Euroclear Participants, respectively, through customers' securities accounts in
Clearstream, Luxembourg's and Euroclear's names on the books of their
respective depositories (collectively, the "Depositories") which in turn will
hold those positions in customers' securities accounts in the Depositories'
names on the books of DTC. DTC is a limited purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to Section 17A of the Securities Exchange
Act of 1934, as amended. DTC was created to hold securities for its
Participants and to facilitate the clearance and settlement of securities
transactions between Participants through electronic computerized book-entries,
thereby eliminating the need for physical movement of certificates.
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations ("Direct Participants"). Indirect access to the DTC
system also is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("Indirect Participants").
Transfers between DTC Participants will occur in accordance with DTC
rules. Transfers between Clearstream, Luxembourg Participants and Euroclear
Participants will occur in accordance with their applicable rules and operating
procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly through Clearstream, Luxembourg
Participants or Euroclear Participants, on the other, will be effected in DTC
in accordance with DTC rules on behalf of the relevant European international
clearing system by its Depository; however, these cross-market transactions
will require delivery of instructions to
S-83
<PAGE>
the relevant European international clearing system by the counterparty in that
system in accordance with its rules and procedures. If the transaction complies
with all relevant requirements, Euroclear or Clearstream, Luxembourg, as the
case may be, will then deliver instructions to the Depository to take action to
effect final settlement on its behalf.
Because of time-zone differences, credits of securities in Clearstream,
Luxembourg or Euroclear as a result of a transaction with a DTC Participant
will be made during the subsequent securities settlement processing, dated the
business day following the DTC settlement date, and those credits or any
transactions in those securities settled during those processing will be
reported to the relevant Clearstream, Luxembourg Participant or Euroclear
Participant on that business day. Cash received in Clearstream, Luxembourg or
Euroclear as a result of sales of securities by or through a Clearstream,
Luxembourg Participant or a Euroclear Participant to a DTC Participant will be
received with value on the DTC settlement date but will be available in the
relevant Clearstream, Luxembourg or Euroclear cash account only as of the
business day following settlement in DTC.
Certificate Owners that are not Direct or Indirect Participants but desire
to purchase, sell or otherwise transfer ownership of, or other interests in,
the Offered Certificates may do so only through Direct and Indirect
Participants. In addition, Certificate Owners will receive all distributions of
principal of and interest on the Offered Certificates from the Paying Agent
through DTC and its Direct and Indirect Participants. Accordingly, Certificate
Owners may experience delays in their receipt of payments, since those payments
will be forwarded by the Paying Agent to Cede & Co., as nominee of DTC. DTC
will forward those payments to its Participants, which thereafter will forward
them to Indirect Participants or beneficial owners of Offered Certificates.
Except as otherwise provided under "--Reports to Certificateholders; Certain
Available Information" below, Certificate Owners will not be recognized by the
Paying Agent, the Certificate Registrar, the Trustee, the Special Servicer or
the Master Servicer as holders of record of Certificates and Certificate Owners
will be permitted to receive information furnished to Certificateholders and to
exercise the rights of Certificateholders only indirectly through DTC and its
Direct and Indirect Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
the Offered Certificates among Participants and to receive and transmit
distributions of principal of, and interest on, the Offered Certificates.
Direct and Indirect Participants with which Certificate Owners have accounts
with respect to the Offered Certificates similarly are required to make
book-entry transfers and receive and transmit the distributions on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess physical certificates evidencing their interests in the
Offered Certificates, the Rules provide a mechanism by which Certificate
Owners, through their Direct and Indirect Participants, will receive
distributions and will be able to transfer their interests in the Offered
Certificates.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of
Certificateholders to pledge the Certificates to persons or entities that do
not participate in the DTC system, or to otherwise act with respect to the
Certificates, may be limited due to the lack of a physical certificate for the
Certificates.
DTC has advised the Depositor that it will take any action permitted to be
taken by a holder of an Offered Certificate under the Pooling and Servicing
Agreement only at the direction of one or more Participants to whose accounts
with DTC the Offered Certificates are credited. DTC may take conflicting
actions with respect to other undivided interests to the extent that those
actions are taken on behalf of Participants whose holdings include the
undivided interests.
Securities clearance accounts and cash accounts with the Euroclear
operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related operating procedures of the Euroclear System and applicable
Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within the Euroclear system,
withdrawal of securities and cash from the Euroclear system, and receipts of
payments with respect to securities in the Euroclear system.
Although DTC, Euroclear and Clearstream, Luxembourg have implemented the
foregoing procedures in order to facilitate transfers of interests in global
Certificates among Participants of DTC, Euroclear and Clearstream, Luxembourg,
they are under no obligation to perform or to continue to comply with the
foregoing procedures, and the foregoing procedures may be discontinued at any
time.
S-84
<PAGE>
None of the Depositor, the Master Servicer, the Paying Agent, the
Certificate Registrar, the Underwriters, the Special Servicer or the Trustee
will have any liability for any actions taken by DTC, Euroclear or Clearstream,
Luxembourg, their respective Direct or Indirect Participants or their nominees,
including, without limitation, actions for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the Offered
Certificates held by Cede & Co., as nominee for DTC, or for maintaining,
supervising or reviewing any records relating to that beneficial ownership
interest. The information in this prospectus supplement concerning DTC,
Clearstream, Luxembourg and Euroclear and their book-entry systems has been
obtained from sources believed to be reliable, but the Depositor takes no
responsibility for the accuracy or completeness of the information.
Definitive Certificates. Definitive certificates will be issued to
Certificate Owners or their nominees, respectively, rather than to DTC or its
nominee, only under the limited conditions set forth in the prospectus under
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates."
Upon the occurrence of an event described in the prospectus in the second
to last paragraph under "Description of the Certificates--Book-Entry
Registration and Definitive Certificates", the Paying Agent is required to
notify, through DTC, Direct Participants who have ownership of Offered
Certificates as indicated on the records of DTC of the availability of
definitive certificates. Upon surrender by DTC of the global certificates
representing the Offered Certificates and upon receipt of instructions from DTC
for re-registration, the Certificate Registrar and the Authenticating Agent
will reissue the Offered Certificates as definitive certificates issued in the
respective Certificate Balances or Notional Amounts, as applicable, owned by
individual Certificate Owners, and thereafter the Paying Agent, the Certificate
Registrar, the Trustee, the Special Servicer and the Master Servicer will
recognize the holders of those definitive certificates as Certificateholders
under the Pooling and Servicing Agreement.
For additional information regarding DTC and Certificates maintained on
the book-entry records of DTC, see "Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in the prospectus.
DISTRIBUTIONS
Method, Timing and Amount. Distributions on the Certificates are required
to be made by the Paying Agent, to the extent of available funds, on the 15th
day of each month or, if the 15th day is not a business day, then on the next
succeeding business day (but in no event earlier than the fourth business day
following the related Determination Date), commencing in January 2001 (each, a
"Distribution Date"). All distributions (other than the final distribution on
any Certificate) are required to be made to the Certificateholders in whose
names the Certificates are registered at the close of business on each Record
Date. With respect to any Distribution Date, the "Record Date" will be the last
business day of the month preceding the month in which that Distribution Date
occurs. These distributions are required to be made by wire transfer in
immediately available funds to the account specified by the Certificateholder
at a bank or other entity having appropriate facilities therefor, if the
Certificateholder has provided the Paying Agent with written wiring
instructions no less than five business days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions) and is the registered owner of Certificates with
an aggregate initial Certificate Balance or Notional Amount, as the case may
be, of at least $5,000,000, or otherwise by check mailed to the
Certificateholder. The final distribution on any Certificate is required to be
made in like manner, but only upon presentation and surrender of the
Certificate at the location that will be specified in a notice of the pendency
of the final distribution. All distributions made with respect to a class of
Certificates will be allocated pro rata among the outstanding Certificates of
that class based on their respective Percentage Interests.
The Master Servicer is required to establish and maintain, or cause to be
established and maintained, one or more accounts (collectively, the
"Certificate Account") as described in the Pooling and Servicing Agreement. The
Master Servicer is required to deposit in the Certificate Account on a daily
basis (and in no event later than the business day following receipt in
available funds) all payments and collections due after the cut-off date and
other amounts received or advanced with respect to the mortgage loans
(including, without limitation, all proceeds received under any hazard, title
or other insurance policy that provides coverage with respect to a Mortgaged
Property or the related mortgage loan or in connection with the full or partial
condemnation of a Mortgaged Property (the "Insurance and Condemnation
Proceeds") and other
S-85
<PAGE>
amounts received and retained in connection with the liquidation of defaulted
mortgage loans or property acquired by foreclosure or otherwise (the
"Liquidation Proceeds")), and will be permitted to make withdrawals therefrom
as set forth in the Pooling and Servicing Agreement.
The Paying Agent is required to establish and maintain an account (the
"Lower-Tier Distribution Account"), and a second account (the "Upper-Tier
Distribution Account" and, together with the Lower-Tier Distribution Account,
the "Distribution Accounts") in the name of the Paying Agent and for the
benefit of the Certificateholders. On each Distribution Date, the Paying Agent
is required to apply amounts on deposit in the Upper-Tier Distribution Account
(which will include all funds that were remitted by the Master Servicer from
the Certificate Account plus, among other things, any P&I Advances less
amounts, if any, distributable to the Class LR Certificates as set forth in the
Pooling and Servicing Agreement) generally to make distributions of interest
and principal from the Available Distribution Amount to the Certificateholders
as described in this prospectus supplement. Each of the Certificate Account and
the Distribution Accounts will conform to certain eligibility requirements set
forth in the Pooling and Servicing Agreement.
The Paying Agent is required to establish and maintain an "Interest
Reserve Account" in the name of the Paying Agent for the benefit of the holders
of the Certificates. On each Servicer Remittance Date occurring in February and
on any Servicer Remittance Date occurring in any January which occurs in a year
that is not a leap year, the Paying Agent will be required to deposit into the
Interest Reserve Account during the related interest period, in respect of each
mortgage loan, an amount equal to one day's interest at the Mortgage Rate for
each mortgage loan on its Stated Principal Balance as of the Distribution Date
in the month preceding the month in which the related Servicer Remittance Date
occurs, to the extent a Periodic Payment or P&I Advance is made in respect of
the mortgage loans (all amounts so deposited in any consecutive January (if
applicable) and February, "Withheld Amounts"). On each Servicer Remittance Date
occurring in March, the Paying Agent will be required to withdraw from the
Interest Reserve Account an amount equal to the Withheld Amounts from the
preceding January (if applicable) and February, if any, and deposit that amount
into the Lower-Tier Distribution Account.
The Master Servicer is authorized but not required to direct the
investment of funds held in the Certificate Account in U.S. government
securities and other obligations that are acceptable to each of Moody's and
Fitch ("Permitted Investments"), and the Master Servicer will be entitled to
retain any interest or other income earned on the funds. The Master Servicer
will be required to bear any losses resulting from the investment of the funds,
other than losses which result from the insolvency of any financial institution
which was an eligible institution under the terms of the Pooling and Servicing
Agreement.
The Paying Agent is required to establish and maintain an "Excess Interest
Distribution Account" in the name of the Paying Agent for the benefit of the
Class S Certificateholders. Prior to the applicable Distribution Date, the
Master Servicer is required to remit to the Paying Agent for deposit into the
Excess Interest Distribution Account an amount equal to the Excess Interest
received during the related Due Period.
The aggregate amount available for distribution to Certificateholders on
each Distribution Date (the "Available Distribution Amount") will, in general,
equal the sum of the following amounts (without duplication):
(x) the total amount of all cash received on the mortgage loans and any
REO Properties that is on deposit in the Certificate Account and the
Lower-Tier Distribution Account as of the business day preceding the
related Servicer Remittance Date, exclusive of (without duplication):
(1) all Periodic Payments and balloon payments collected but due on a
due date subsequent to the related Due Period;
(2) all principal prepayments, Liquidation Proceeds, Insurance and
Condemnation Proceeds and other unscheduled recoveries received
subsequent to the related Due Period;
(3) all amounts in the Certificate Account and Lower-Tier Distribution
Account that are due or reimbursable to any person other than the
Certificateholders;
(4) with respect to each mortgage loan and any Distribution Date
occurring in each February and in any January occurring in a year that
is not a leap year, the related Withheld Amount to the extent those
funds are collected or advanced and are required to be deposited in the
Interest Reserve Account;
S-86
<PAGE>
(5) Excess Interest;
(6) all Yield Maintenance Charges; and
(7) all amounts deposited in the Certificate Account and Lower-Tier
Distribution Account in error;
(y) all P&I Advances made by the Master Servicer or the Trustee, as
applicable, with respect to the Distribution Date (net of certain amounts
that are due or reimbursable to persons other than the Certificateholders).
See "Description of the Pooling Agreements--Certificate Account" in the
prospectus; and
(z) for the Distribution Date occurring in each March, the related
Withheld Amounts required to be deposited in the Lower-Tier Distribution
Account pursuant to the Pooling and Servicing Agreement.
The "Due Period" for each Distribution Date will be the period commencing
on the second day of the month preceding the month in which that Distribution
Date occurs and ending on the first day of the month in which that Distribution
Date occurs (or, with respect to 17 mortgage loans, representing approximately
19.21% of the Initial Pool Balance, the period commencing on the 11th day of
the month preceding the month in which that Distribution Date occurs and ending
on the 10th day of the month in which that Distribution Date occurs).
Notwithstanding the foregoing, in the event that the last day of a Due Period
(or applicable grace period) is not a business day, any payments received with
respect to the mortgage loans relating to the related Due Period on the
business day immediately following that day will be deemed to have been
received during that Due Period and not during any other Due Period.
Priority. On each Distribution Date, for so long as the Certificate
Balances of the Certificates have not been reduced to zero, the Paying Agent is
required to apply amounts on deposit in the Upper-Tier Distribution Account, to
the extent of the Available Distribution Amount, in the following order of
priority:
first, to the Class A-1, Class A-2 and Class X Certificates, pro rata
(based upon their respective entitlements to interest for that Distribution
Date), in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount for those classes;
second, (1) to the Class A-1 Certificates, in reduction of its Certificate
Balance, an amount equal to the Principal Distribution Amount until the
Certificate Balance of that class is reduced to zero and (2) following
reduction of the Certificate Balance of the Class A-1 Certificates to zero, to
the Class A-2 Certificates, in reduction of its Certificate Balance, an amount
equal to the Principal Distribution Amount (or the portion of it remaining
after distributions on the Class A-1 Certificates on that Distribution Date)
until the Certificate Balance of that class is reduced to zero;
third, to the Class A-1 and Class A-2 Certificates, pro rata (based upon
the aggregate unreimbursed Collateral Support Deficit allocated to that class),
until all amounts of Collateral Support Deficit previously allocated to those
classes, but not previously reimbursed, have been reimbursed in full;
fourth, to the Class B Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that class;
fifth, following reduction of the Certificate Balances of the Class A
Certificates to zero, to the Class B Certificates, in reduction of its
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A Certificates on
that Distribution Date), until the Certificate Balance of that class is reduced
to zero;
sixth, to the Class B Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class B Certificates, but not
previously reimbursed, have been reimbursed in full;
seventh, to the Class C Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that class;
eighth, following reduction of the Certificate Balances of the Class A and
Class B Certificates to zero, to the Class C Certificates, in reduction of its
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A and Class B
Certificates on that Distribution Date), until the Certificate Balance of that
class is reduced to zero;
S-87
<PAGE>
ninth, to the Class C Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class C Certificates, but not
previously reimbursed, have been reimbursed in full;
tenth, to the Class D Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that class;
eleventh, following reduction of the Certificate Balances of the Class A,
Class B and Class C Certificates to zero, to the Class D Certificates, in
reduction of its Certificate Balance, an amount equal to the Principal
Distribution Amount (or the portion of it remaining after distributions on the
Class A, Class B and Class C Certificates on that Distribution Date), until the
Certificate Balance of that class is reduced to zero;
twelfth, to the Class D Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class D Certificates, but not
previously reimbursed, have been reimbursed in full;
thirteenth, to the Class E Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that class;
fourteenth, following reduction of the Certificate Balances of the Class
A, Class B, Class C and Class D Certificates to zero, to the Class E
Certificates, in reduction of its Certificate Balance, an amount equal to the
Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A, Class B, Class C and Class D Certificates on that
Distribution Date), until the Certificate Balance of that class is reduced to
zero;
fifteenth, to the Class E Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class E Certificates, but not
previously reimbursed, have been reimbursed in full;
sixteenth, to the Class F Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that class;
seventeenth, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D and Class E Certificates to zero, to the Class F
Certificates, in reduction of its Certificate Balance, an amount equal to the
Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A, Class B, Class C, Class D and Class E
Certificates on that Distribution Date), until the Certificate Balance of that
class is reduced to zero;
eighteenth, to the Class F Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class F Certificates, but not
previously reimbursed, have been reimbursed in full;
nineteenth, to the Class G Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that class;
twentieth, following reduction of the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E and Class F Certificates to zero, to the
Class G Certificates, in reduction of its Certificate Balance, an amount equal
to the Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A, Class B, Class C, Class D, Class E and Class F
Certificates on that Distribution Date), until the Certificate Balance of that
class is reduced to zero;
twenty-first, to the Class G Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class G Certificates, but not
previously reimbursed, have been reimbursed in full;
twenty-second, to the Class H Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that class;
twenty-third, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D, Class E, Class F and Class G Certificates to
zero, to the Class H Certificates, in reduction of its Certificate Balance, an
amount equal to the Principal Distribution Amount (or the portion of it
remaining after distributions on the Class A, Class B, Class C, Class D, Class
E, Class F and Class G Certificates on that Distribution Date), until the
Certificate Balance of that class is reduced to zero;
twenty-fourth, to the Class H Certificates, until all amounts of
Collateral Support Deficit previously allocated to the Class H Certificates,
but not previously reimbursed, have been reimbursed in full;
S-88
<PAGE>
twenty-fifth, to the Class I Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that class;
twenty-sixth, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates to zero, to the Class I Certificates, in reduction of its
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A, Class B, Class
C, Class D, Class E, Class F, Class G and Class H Certificates on that
Distribution Date), until the Certificate Balance of that class is reduced to
zero;
twenty-seventh, to the Class I Certificates, until all amounts of
Collateral Support Deficit previously allocated to the Class I Certificates,
but not previously reimbursed, have been reimbursed in full;
twenty-eighth, to the Class J Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that class;
twenty-ninth, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class I
Certificates to zero, to the Class J Certificates, in reduction of its
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A, Class B, Class
C, Class D, Class E, Class F, Class G, Class H and Class I Certificates on that
Distribution Date), until the Certificate Balance of that class is reduced to
zero;
thirtieth, to the Class J Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class J Certificates, but not
previously reimbursed, have been reimbursed in full;
thirty-first, to the Class K Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that class;
thirty-second, following reduction of the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I
and Class J Certificates to zero, to the Class K Certificates, in reduction of
its Certificate Balance, an amount equal to the Principal Distribution Amount
(or the portion of it remaining after distributions on the Class A, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class I and Class J
Certificates on that Distribution Date), until the Certificate Balance of that
class is reduced to zero;
thirty-third, to the Class K Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class K Certificates, but not
previously reimbursed, have been reimbursed in full;
thirty-fourth, to the Class L Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that class;
thirty-fifth, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I,
Class J and Class K Certificates to zero, to the Class L Certificates, in
reduction of its Certificate Balance, an amount equal to the Principal
Distribution Amount (or the portion of it remaining after distributions on the
Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
I, Class J and Class K Certificates on that Distribution Date), until the
Certificate Balance of that class is reduced to zero;
thirty-sixth, to the Class L Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class L Certificates, but not
previously reimbursed, have been reimbursed in full;
thirty-seventh, to the Class M Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that class;
thirty-eighth, following reduction of the Certificate Balances of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
I, Class J, Class K and Class L Certificates to zero, to the Class M
Certificates, in reduction of its Certificate Balance, an amount equal to the
Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class I, Class J, Class K and Class L Certificates on that
Distribution Date), until the Certificate Balance of that class is reduced to
zero;
thirty-ninth, to the Class M Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class M Certificates, but not
previously reimbursed, have been reimbursed in full; and
S-89
<PAGE>
fortieth, to the Class R and Class LR Certificates, the amount, if any, of
the Available Distribution Amount remaining in the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account, respectively, with respect to
that Distribution Date.
Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the class of Certificates in
respect of which a reimbursement is made.
Notwithstanding the distribution priority second set forth above, on and
after the Distribution Date on which the Certificate Balances of the
Subordinate Certificates have all been reduced to zero (that date, the
"Cross-Over Date"), the Principal Distribution Amount will be distributed, pro
rata (based upon their respective Certificate Balances), among the classes of
Class A Certificates without regard to the priorities set forth above.
Pass-Through Rates. The interest rate (the "Pass-through Rate") applicable
to each class of Certificates (other than the Class S and Residual
Certificates) for any Distribution Date will equal the rates set forth below.
The Pass-through Rate on the Class A-1 Certificates is a per annum rate
equal to %.
The Pass-through Rate on the Class A-2 Certificates is a per annum rate
equal to %.
The Pass-through Rate on the Class B Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate on the Class C Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate on the Class D Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate on the Class E Certificates is a per annum rate
equal to the WAC Rate less % per annum.
The Pass-through Rate on the Class F Certificates is a per annum rate
equal to the WAC Rate less % per annum.
The Pass-through Rate on the Class G Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate on the Class H Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate on the Class I Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate on the Class J Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate on the Class K Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate on the Class L Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate on the Class M Certificates is a per annum rate
equal to %, subject to a maximum per annum rate equal to the WAC Rate.
The Pass-through Rate for the Class X Certificates for any Distribution
Date will equal the excess, if any, of (a) the WAC Rate for the related
Distribution Date, over (b) the weighted average of the Pass-through Rates on
all of the other Certificates (other than the Class S and Residual
Certificates) weighted on the basis of their respective Certificate Balances
immediately prior to that Distribution Date.
S-90
<PAGE>
The Class S Certificates will not have a Pass-through Rate or be entitled
to distributions in respect of interest other than Excess Interest.
The Pass-through Rate on each class of Offered Certificates for the first
Distribution Date is expected to be as set forth on page S-6 of this prospectus
supplement.
The "WAC Rate" with respect to any Distribution Date is equal to the
weighted average of the applicable Net Mortgage Rates for the mortgage loans
weighted on the basis of their respective Stated Principal Balances as of the
preceding Distribution Date (after giving effect to the distribution of
principal on the related Distribution Date) or, in the case of the first
Distribution Date, the cut-off date.
The "Net Mortgage Rate" for each mortgage loan is equal to the related
Mortgage Rate in effect from time to time less the related Administrative Cost
Rate; provided, however, that for purposes of calculating Pass-through Rates,
the Net Mortgage Rate for any mortgage loan will be determined without regard
to any modification, waiver or amendment of the terms of the mortgage loan,
whether agreed to by the Master Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the related borrower.
"Administrative Cost Rate" as of any date of determination will be equal
to the sum of the Servicing Fee Rate and the Trustee Fee Rate.
The "Mortgage Rate" with respect to any mortgage loan is the per annum
rate at which interest accrues on the mortgage loan as stated in the related
Mortgage Note in each case without giving effect to any default rate or an
increased interest rate. For purposes of calculating the Pass-through Rate on
the Certificates, the Mortgage Rate of each mortgage loan for any one-month
period preceding a related due date will be the annualized rate at which
interest would have to accrue in respect of the mortgage loan on the basis of a
360-day year consisting of twelve 30-day months in order to produce the
aggregate amount of interest actually required to be paid in respect of the
mortgage loan during the one-month period at the related Mortgage Rate;
provided, however, that with respect to each mortgage loan, the Mortgage Rate
for the one month period (1) prior to the due dates in January and February in
any year which is not a leap year or in February in any year which is a leap
year, and (2) prior to the due date in March, will be the per annum rate stated
in the related Mortgage Note.
"Excess Interest" with respect to the APD Loans is the interest accrued at
an increased interest rate in respect of each APD Loan in excess of the
interest accrued at the initial interest rate, plus any related interest, to
the extent permitted by applicable law.
A "Prepayment Interest Shortfall" with respect to any Mortgage Loan that
was subject to a principal prepayment in full or in part and which did not
include a full month's interest, or as to which insurance or condemnation
proceeds were received by the Master Servicer, the amount of interest that
would have accrued at the Net Mortgage Rate for such Mortgage Loan on the
amount of such principal prepayment, insurance proceeds or condemnation
proceeds during the period commencing on the date as of which such amounts were
applied to the unpaid balance of such Mortgage Loan and ending on the day
preceding the next Due Date.
Interest Distribution Amount. Interest will accrue for each class of
Certificates (other than the Class S and Residual Certificates) during the
related Interest Accrual Period. The "Interest Distribution Amount" of any
class of Certificates (other than the Class S and Residual Certificates) for
any Distribution Date is an amount equal to all Distributable Certificate
Interest in respect of that class for that Distribution Date and, to the extent
not previously paid, for all prior Distribution Dates.
The "Distributable Certificate Interest" in respect of each class of
Certificates (other than Class S and the Residual Certificates) for each
Distribution Date is equal to one month's interest at the Pass-through Rate
applicable to that class of Certificates for that Distribution Date accrued for
the related Interest Accrual Period on the related Certificate Balance or
Notional Amount, as the case may be, outstanding immediately prior to that
Distribution Date.
Shortfalls in the Available Distribution Amount resulting from Uncovered
Prepayment Interest Shortfalls will generally be allocated to all classes of
Certificates (other than the Class X, Class S and Residual Certificates). In
each case, such allocations will be made pro rata to such classes on the basis
of their Interest Distribution Amount and will reduce such classes' respective
interest entitlements.
S-91
<PAGE>
An "Uncovered Prepayment Interest Shortfall" is any Prepayment Interest
Shortfall in excess of the first 0.02% of the Servicing Fee attributable to
such Mortgage Loan (other than a Specially Serviced Mortgage Loan) due to the
Master Servicer for the Due Period in which a prepayment was accepted by the
Master Servicer which contravenes the terms of such mortgage loan to the
following Determination Date.
Principal Distribution Amount. The "Principal Distribution Amount" for any
Distribution Date is an amount equal to the sum of (a) the Principal Shortfall
for that Distribution Date, (b) the Scheduled Principal Distribution Amount for
that Distribution Date and (c) the Unscheduled Principal Distribution Amount
for that Distribution Date.
The "Scheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of the principal portions of (a) all Periodic Payments
(excluding balloon payments and Excess Interest) due during or, if and to the
extent not previously received or advanced and distributed to
Certificateholders on a preceding Distribution Date, prior to the related Due
Period and all Assumed Scheduled Payments for the related Due Period, in each
case to the extent paid by the related borrower as of the business day
preceding the related Servicer Remittance Date or advanced by the Master
Servicer or the Trustee, as applicable, and (b) all balloon payments to the
extent received during the related Due Period or any applicable grace period,
and to the extent not included in clause (a) above. The Scheduled Principal
Distribution Amount from time to time will include all late payments of
principal made by a borrower, including late payments in respect of a
delinquent balloon payment, regardless of the timing of those late payments,
except to the extent those late payments are otherwise reimbursable to the
Master Servicer, the Special Servicer or the Trustee, as the case may be, for
prior Advances.
The "Unscheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of (a) all voluntary prepayments of principal received
on the mortgage loans during the related Due Period; and (b) any other
collections (exclusive of payments by borrowers) received on the mortgage loans
and any REO Properties during the related Due Period, whether in the form of
Liquidation Proceeds, Insurance and Condemnation Proceeds, net income, rents,
and profits from REO Property or otherwise, that were identified and applied by
the Master Servicer as recoveries of previously unadvanced principal of the
related mortgage loan.
The "Assumed Scheduled Payment" for any Due Period and with respect to any
mortgage loan that is delinquent in respect of its balloon payment (including
any REO Loan as to which the balloon payment would have been past due), is an
amount equal to the sum of (a) the principal portion of the Periodic Payment
that would have been due on that mortgage loan on the related due date based on
the constant payment required by the related Mortgage Note or the original
amortization schedule of the mortgage loan (as calculated with interest at the
related Mortgage Rate), if applicable, assuming the related balloon payment has
not become due, after giving effect to any modification, and (b) interest on
the Stated Principal Balance of that mortgage loan at its Mortgage Rate (net of
the applicable rate at which the Servicing Fee is calculated).
For purposes of the foregoing definition of Principal Distribution Amount,
the term "Principal Shortfall" for any Distribution Date means the amount, if
any, by which (1) the Principal Distribution Amount for the prior Distribution
Date, exceeds (2) the aggregate amount distributed in respect of principal on
the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I, Class J, Class K, Class L and Class M Certificates on the preceding
Distribution Date. There will be no Principal Shortfall on the first
Distribution Date.
Certain Calculations with Respect to Individual Mortgage Loans. The Stated
Principal Balance of each mortgage loan outstanding at any time represents the
principal balance of the mortgage loan ultimately due and payable to the
Certificateholders. The "Stated Principal Balance" of each mortgage loan will
initially equal its Cut-off Date Balance and, on each Distribution Date, will
be reduced by the portion of the Principal Distribution Amount for that date
that is attributable to that mortgage loan, including the principal portion of
any P&I Advances. The Stated Principal Balance of a mortgage loan may also be
reduced in connection with any forced reduction of its actual unpaid principal
balance imposed by a court presiding over a bankruptcy proceeding in which the
related borrower is the debtor or by modification of the mortgage loans. See
"Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the prospectus.
If any mortgage loan is
S-92
<PAGE>
paid in full or the mortgage loan (or any Mortgaged Property acquired in
respect of the mortgage loan) is otherwise liquidated, then, as of the first
Distribution Date that follows the end of the Due Period in which that payment
in full or liquidation occurred and notwithstanding that a loss may have
occurred in connection with any liquidation, the Stated Principal Balance of
the mortgage loan will be zero.
For purposes of calculating distributions on, and allocations of
Collateral Support Deficit to, the Certificates, as well as for purposes of
calculating the Servicing Fee and Trustee Fee payable each month, each REO
Property will be treated as if there exists with respect thereto an outstanding
mortgage loan (an "REO Loan"), and all references to mortgage loan, mortgage
loans and pool of mortgage loans in this prospectus supplement and in the
prospectus, when used in that context, will be deemed to also be references to
or to also include, as the case may be, any REO Loans. Each REO Loan will
generally be deemed to have the same characteristics as its actual predecessor
mortgage loan, including the same fixed Mortgage Rate (and, accordingly, the
same Net Mortgage Rate) and the same unpaid principal balance and Stated
Principal Balance. Amounts due on the predecessor mortgage loan, including any
portion of it payable or reimbursable to the Master Servicer, will continue to
be "due" in respect of the REO Loan; and amounts received in respect of the
related REO Property, net of payments to be made, or reimbursement to the
Master Servicer or the Special Servicer for payments previously advanced, in
connection with the operation and management of that property, generally will
be applied by the Master Servicer as if received on the predecessor mortgage
loan.
Excess Interest. On each Distribution Date, the Paying Agent is required
to distribute from the Excess Interest Distribution Account any Excess Interest
received with respect to mortgage loans during the related Due Period to the
Class S Certificates.
ALLOCATION OF YIELD MAINTENANCE CHARGES
On any Distribution Date, Yield Maintenance Charges collected during the
related Due Period will be required to be distributed by the Paying Agent to
the holders of the Class A through Class F Certificates in the following
manner: The holders of the Class A through Class F Certificates will receive
the product of (a) a fraction whose numerator is the amount of principal
distributed to such Class on such Distribution Date and whose denominator is
the total amount of principal distributed to all of the Certificates on such
Distribution Date, (b) the Base Interest Fraction for the related principal
prepayment and such Class of Certificates and (c) the Yield Maintenance Charges
collected on such principal prepayment during the related Due Period. Any Yield
Maintenance Charges collected during the related Due Period remaining after
such distributions shall be distributed to the holders of the Class X
Certificates. No Yield Maintenance Charges will be distributed to holders of
any other Class of Certificates.
The "Base Interest Fraction" for any principal prepayment on any mortgage
loan and for any of the Class A through Class F Certificates, will be a
fraction (not greater than 1) (a) whose numerator is the greater of zero and
the amount, if any, by which (i) the Pass-Through Rate on such Class of
Certificates exceeds (ii) the yield rate (as provided by the master servicer)
used in calculating the Yield Maintenance Charge with respect to such principal
prepayment and (b) whose denominator is the amount, if any, by which the (i)
Mortgage Rate on such mortgage loan exceeds (ii) the yield rate (as provided by
the Servicer) used in calculating the Yield Maintenance Charge with respect to
such principal prepayment; provided, however, that if such yield rate is
greater than or equal to the Mortgage Rate on such mortgage loan then the Base
Interest Fraction will be zero.
For a description of Yield Maintenance Charges, see "Description of the
Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" in this prospectus supplement. See also "Risk Factors--Risks
Relating to Enforceability of Yield Maintenance Charges" in this prospectus
supplement and "Certain Legal Aspects of Mortgage Loans--Default Interest and
Limitations on Prepayments" in the prospectus regarding the enforceability of
yield maintenance charges.
ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE
The "Assumed Final Distribution Date" with respect to any class of Offered
Certificates is the Distribution Date on which the aggregate Certificate
Balance or Notional Amount, as the case may be, of that class of Certificates
would be reduced to zero based on the assumptions set forth below. The Assumed
Final Distribution Date will in each case be as follows:
S-93
<PAGE>
<TABLE>
<CAPTION>
ASSUMED FINAL
CLASS DESIGNATIONS DISTRIBUTION DATE
-------------------- ------------------
<S> <C>
Class A-1 .......... May 15, 2010
Class A-2 .......... December 15, 2010
Class X ............ December 15, 2020
Class B ............ December 15, 2010
Class C ............ December 15, 2010
Class D ............ December 15, 2010
Class E ............ December 15, 2010
</TABLE>
THE ASSUMED FINAL DISTRIBUTION DATES SET FORTH ABOVE WERE CALCULATED
WITHOUT REGARD TO ANY DELAYS IN THE COLLECTION OF BALLOON PAYMENTS AND WITHOUT
REGARD TO A REASONABLE LIQUIDATION TIME WITH RESPECT TO ANY MORTGAGE LOANS THAT
MAY BECOME DELINQUENT. ACCORDINGLY, IN THE EVENT OF DEFAULTS ON THE MORTGAGE
LOANS, THE ACTUAL FINAL DISTRIBUTION DATE FOR ONE OR MORE CLASSES OF THE
OFFERED CERTIFICATES MAY BE LATER, AND COULD BE SUBSTANTIALLY LATER, THAN THE
RELATED ASSUMED FINAL DISTRIBUTION DATE(S).
In addition, the Assumed Final Distribution Dates set forth above were
calculated on the basis of a 0% CPR and assuming the APD Loans are prepaid in
full on their respective Anticipated Prepayment Dates. Since the rate of
payment (including prepayments) of the mortgage loans may exceed the scheduled
rate of payments, and could exceed the scheduled rate by a substantial amount,
the actual final Distribution Date for one or more classes of the Offered
Certificates may be earlier, and could be substantially earlier, than the
related Assumed Final Distribution Date(s). The rate of payments (including
prepayments) on the mortgage loans will depend on the characteristics of the
mortgage loans, as well as on the prevailing level of interest rates and other
economic factors, and we cannot assure you as to actual payment experience.
Finally, the Assumed Final Distribution Dates were calculated assuming that
there would not be an early termination of the trust fund.
The "Rated Final Distribution Date" for each class of Offered Certificates
will be January 15, 2033, the first Distribution Date after the 24th month
following the end of the stated amortization term for the mortgage loan that,
as of the cut-off date, will have the longest remaining amortization term.
SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICIT
The rights of holders of the Subordinate Certificates to receive
distributions of amounts collected or advanced on the mortgage loans will be
subordinated, to the extent described in this prospectus supplement, to the
rights of holders of the Senior Certificates. Moreover, to the extent described
in this prospectus supplement:
o the rights of the holders of the Class M Certificates will be
subordinated to the rights of the holders of the Class L Certificates,
o the rights of the holders of the Class L and Class M Certificates will
be subordinated to the rights of the holders of the Class K
Certificates,
o the rights of the holders of the Class K, Class L and Class M
Certificates will be subordinated to the rights of the holders of the
Class J Certificates,
o the rights of the holders of the Class J, Class K, Class L and Class M
Certificates will be subordinated to the rights of the holders of the
Class I Certificates,
o the rights of the holders of the Class I, Class J, Class K, Class L and
Class M Certificates will be subordinated to the rights of the holders
of the Class H Certificates,
o the rights of the holders of the Class H, Class I, Class J, Class K,
Class L and Class M Certificates will be subordinated to the rights of
the holders of the Class G Certificates,
o the rights of the holders of the Class G, Class H, Class I, Class J,
Class K, Class L and Class M Certificates will be subordinated to the
rights of the holders of the Class F Certificates,
S-94
<PAGE>
o the rights of the holders of the Class F, Class G, Class H, Class I,
Class J, Class K, Class L and Class M Certificates will be subordinated
to the rights of the holders of the Class E Certificates,
o the rights of the holders of the Class E, Class F, Class G, Class H,
Class I, Class J, Class K, Class L and Class M Certificates will be
subordinated to the rights of the holders of the Class D Certificates,
o the rights of the holders of the Class D, Class E, Class F, Class G,
Class H, Class I, Class J, Class K, Class L and Class M Certificates
will be subordinated to the rights of the holders of the Class C
Certificates,
o the rights of the holders of the Class C, Class D, Class E, Class F,
Class G, Class H, Class I, Class J, Class K, Class L and Class M
Certificates will be subordinated to the rights of the holders of the
Class B Certificates, and
o the rights of the holders of the Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class I, Class J, Class K, Class L and Class
M Certificates will be subordinated to the rights of the holders of the
Senior Certificates.
This subordination is intended to enhance the likelihood of timely receipt
by the holders of the Senior Certificates of the full amount of all interest
payable in respect of the Senior Certificates on each Distribution Date, and
the ultimate receipt by the holders of the Class A Certificates of principal in
an amount equal to, in each case, the entire Certificate Balance of the Class A
Certificates. Similarly, but to decreasing degrees, this subordination is also
intended to enhance the likelihood of timely receipt by the holders of the
Class B Certificates, the holders of the Class C Certificates, the holders of
the Class D Certificates and the holders of the Class E Certificates of the
full amount of interest payable in respect of those classes of Certificates on
each Distribution Date, and the ultimate receipt by the holders of the Class B
Certificates, the holders of the Class C Certificates, the holders of the Class
D Certificates and the holders of the Class E Certificates of principal equal
to, in each case, the entire Certificate Balance of each of those classes of
Certificates.
The protection afforded to the holders of the Class E Certificates by
means of the subordination of the Non-Offered Certificates that are Subordinate
Certificates (the "Non-Offered Subordinate Certificates"), to the holders of
the Class D Certificates by means of the subordination of the Class E
Certificates and the Non-Offered Subordinate Certificates, to the holders of
the Class C Certificates by means of the subordination of the Class D and Class
E Certificates and the Non-Offered Subordinate Certificates, to the holders of
the Class B Certificates by means of the subordination of the Class C, Class D
and Class E Certificates and the Non-Offered Subordinate Certificates and to
the holders of the Senior Certificates by means of the subordination of the
Subordinate Certificates, will be accomplished by the application of the
Available Distribution Amount on each Distribution Date in accordance with the
order of priority described under "--Distributions" above and by the allocation
of Collateral Support Deficits in the manner described below. No other form of
credit support will be available for the benefit of the holders of the Offered
Certificates.
Allocation to the Class A Certificates (unless the Cross-Over Date has
occurred, first to the Class A-1 Certificates until the Certificate Balance
thereof has been reduced to zero and then to the Class A-2 Certificates until
the Certificate Balance thereof has been reduced to zero), for so long as they
are outstanding, of the entire Principal Distribution Amount for each
Distribution Date will have the effect of reducing the aggregate Certificate
Balance of the Class A Certificates at a proportionately faster rate than the
rate at which the aggregate Stated Principal Balance of the pool of mortgage
loans will reduce. Thus, as principal is distributed to the holders of the
Class A Certificates, the percentage interest in the trust fund evidenced by
the Class A Certificates will be decreased (with a corresponding increase in
the percentage interest in the trust fund evidenced by the Subordinate
Certificates), thereby increasing, relative to their respective Certificate
Balances, the subordination afforded the Class A Certificates by the
Subordinate Certificates.
Following retirement of the Class A Certificates, the successive
allocation on each Distribution Date of the remaining Principal Distribution
Amount to the Class B Certificates, the Class C Certificates, the Class D
Certificates and the Class E Certificates, in that order, in each case for so
long as they are outstanding, will
S-95
<PAGE>
provide a similar benefit to each of those classes of Certificates as to the
relative amount of subordination afforded by the outstanding classes of
Certificates (other than the Class X, Class S and the Residual Certificates)
with later alphabetical Class designations.
On each Distribution Date, immediately following the distributions to be
made to the Certificateholders on that date, the Paying Agent is required to
calculate the amount, if any, by which (1) the aggregate Stated Principal
Balance of the mortgage loans expected to be outstanding immediately following
that Distribution Date is less than (2) the aggregate Certificate Balance of
the Certificates after giving effect to distributions of principal on that
Distribution Date (any deficit, "Collateral Support Deficit"). The Paying Agent
will be required to allocate any Collateral Support Deficit among the
respective classes of Certificates as follows: to the Class M, Class L, Class
K, Class J, Class I, Class H, Class G, Class F, Class E, Class D, Class C and
Class B Certificates in that order, and in each case in respect of and until
the remaining Certificate Balance of that class has been reduced to zero.
Following the reduction of the Certificate Balances of all classes of
Subordinate Certificates to zero, the Paying Agent will be required to allocate
the Collateral Support Deficit between the classes of Class A Certificates, pro
rata (based upon their respective Certificate Balances), until the remaining
Certificate Balances of the Class A Certificates have been reduced to zero. Any
Collateral Support Deficit allocated to a class of Certificates will be
allocated among respective Certificates of the class in proportion to the
Percentage Interests evidenced by those Certificates.
In general, Collateral Support Deficits could result from the occurrence
of: (1) losses and other shortfalls on or in respect of the mortgage loans,
including as a result of defaults and delinquencies on the mortgage loans,
Nonrecoverable Advances made in respect of the mortgage loans, the payment to
the Special Servicer of any compensation as described in "Servicing of the
Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in
this prospectus supplement, and the payment of interest on Advances and certain
servicing expenses; and (2) certain unanticipated, non-mortgage loan specific
expenses of the trust fund, including certain reimbursements to the Trustee as
described under "Description of the Pooling Agreements--Certain Matters
Regarding the Trustee" in the prospectus, certain reimbursements to the Master
Servicer and the Depositor as described under "Description of the Pooling
Agreements--Certain Matters Regarding the Master Servicer and the Depositor" in
the prospectus, and certain federal, state and local taxes, and certain
tax-related expenses, payable out of the trust fund as described under "Certain
Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxes That May Be Imposed on the REMIC Pool" in the prospectus.
Accordingly, the allocation of Collateral Support Deficits as described above
will constitute an allocation of losses and other shortfalls experienced by the
trust fund.
A class of Offered Certificates will be considered outstanding until its
Certificate Balance or Notional Amount, as the case may be, is reduced to zero.
However, reimbursement of any previously allocated Collateral Support Deficit
is required thereafter to be made to that class in accordance with the payment
priorities set forth in "--Distributions--Priority" above.
ADVANCES
On the business day immediately preceding each Distribution Date (the
"Servicer Remittance Date"), the Master Servicer will be obligated, subject to
the recoverability determination described below, to make advances (each, a
"P&I Advance") out of its own funds or, subject to the replacement of those
funds as provided in the Pooling and Servicing Agreement, certain funds held in
the Certificate Account that are not required to be part of the Available
Distribution Amount for that Distribution Date, in an amount equal to (but
subject to reduction as described in the following paragraph) the aggregate of:
(1) all Periodic Payments (net of any applicable Servicing Fees), other than
balloon payments, which were due on the mortgage loans during the related Due
Period and delinquent (or not advanced by any sub-servicer) as of the business
day preceding the related Servicer Remittance Date; and (2) in the case of each
mortgage loan delinquent in respect of its balloon payment as of the end of the
related Due Period (including any applicable grace period and including any REO
Loan as to which the balloon payment would have been past due), an amount equal
to its Assumed Scheduled Payment. The Master Servicer's obligations to make P&I
Advances in respect of any mortgage loan or REO Property will continue through
liquidation of the mortgage loan or disposition of the REO Property, as the
case may be. To the extent that the Master Servicer fails to
S-96
<PAGE>
make a P&I Advance that it is required to make under the Pooling and Servicing
Agreement, the Trustee will make the required P&I Advance in accordance with
the terms of the Pooling and Servicing Agreement.
The amount required to be advanced in respect of delinquent Periodic
Payments or Assumed Scheduled Payments on a mortgage loan with respect to any
Distribution Date that has been subject to an Appraisal Reduction Event will
equal the amount that would be required to be advanced by the Master Servicer
without giving effect to the Appraisal Reduction less any Appraisal Reduction
Amount with respect to the mortgage loan for that Distribution Date. Neither
the Master Servicer nor the Trustee will be required to make a P&I Advance for
default interest, yield maintenance charges or Excess Interest.
In addition to P&I Advances, the Master Servicer or, on an emergency
basis, the Special Servicer, will be obligated (subject to the limitations
described in this prospectus supplement) to make advances ("Servicing Advances"
and, collectively with P&I Advances, "Advances") in connection with the
servicing and administration of any mortgage loan in respect of which a
default, delinquency or other unanticipated event has occurred or is reasonably
foreseeable or in connection with the servicing and administration of any
Mortgaged Property or REO Property, to pay delinquent real estate taxes,
assessments and hazard insurance premiums and to cover other similar costs and
expenses necessary to preserve the priority of or enforce the related mortgage
loan documents or to protect, lease, manage and maintain the related Mortgaged
Property. To the extent that the Master Servicer fails to make a Servicing
Advance that it is required to make under the Pooling and Servicing Agreement
and the Trustee has notice of this failure, the Trustee will make the required
Servicing Advance in accordance with the terms of the Pooling and Servicing
Agreement.
The Master Servicer, the Special Servicer or the Trustee, as applicable,
will be entitled to recover (after payment of any outstanding Special Servicing
Fees due) any Advance made out of its own funds from any amounts collected in
respect of the mortgage loan as to which that Advance was made, whether in the
form of late payments, Insurance and Condemnation Proceeds, Liquidation
Proceeds or otherwise from the mortgage loan ("Related Proceeds").
Notwithstanding the foregoing, none of the Master Servicer, the Special
Servicer nor the Trustee will be obligated to make any Advance that it
determines in its reasonable good faith judgment would, if made, not be
recoverable (including interest on the Advance) out of Related Proceeds (a
"Nonrecoverable Advance"), and the Master Servicer, the Special Servicer or the
Trustee will be entitled to recover any Advance that it so determines to be a
Nonrecoverable Advance out of general funds on deposit in the Certificate
Account. The Trustee will be entitled to rely conclusively on any
non-recoverability determination of the Master Servicer. Nonrecoverable
Advances will represent a portion of the losses to be borne by the
Certificateholders. See "Description of the Certificates--Advances in Respect
of Delinquencies" and "Description of the Pooling Agreements--Certificate
Account" in the prospectus.
In connection with its recovery of any Advance, each of the Master
Servicer, the Special Servicer and the Trustee will be entitled to be paid, out
of any amounts then on deposit in the Certificate Account, interest at the
Prime Rate (the "Reimbursement Rate") accrued on the amount of the Advance from
the date made to but not including the date of reimbursement, compounded
monthly; provided, however, that with respect to any P&I Advance paid prior to
the expiration of the related grace period, interest will accrue only from and
after the expiration of such grace period. The "Prime Rate" will be the prime
rate, for any day, set forth in The Wall Street Journal, New York edition.
Each Statement to Certificateholders furnished or made available by the
Paying Agent to the Certificateholders will contain information relating to the
amounts of Advances made with respect to the related Distribution Date. See
"Description of the Certificates--Reports to Certificateholders; Certain
Available Information" in this prospectus supplement and "Description of the
Certificates--Reports to Certificateholders" in the prospectus.
APPRAISAL REDUCTIONS
After an Appraisal Reduction Event has occurred, an Appraisal Reduction is
required to be calculated. An "Appraisal Reduction Event" will occur on the
earliest of:
S-97
<PAGE>
(1) the third anniversary of the date on which an extension of the
maturity date of a mortgage loan becomes effective as a result of a
modification of the related mortgage loan by the Special Servicer, which
extension does not change the amount of Periodic Payments on the mortgage
loan;
(2) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of a mortgage loan;
(3) the date on which a reduction in the amount of Periodic Payments on a
mortgage loan, or a change in any other material economic term of the
mortgage loan (other than an extension of its maturity), becomes effective
as a result of a modification of the related mortgage loan by the Special
Servicer;
(4) the date on which a receiver has been appointed;
(5) 60 days after a borrower declares bankruptcy;
(6) 60 days after the date on which an involuntary petition of bankruptcy
is filed with respect to the borrower;
(7) 30 days after an uncured delinquency occurs in respect of a balloon
payment for a mortgage loan if the borrower has not delivered to the Master
Servicer on the related maturity date a written refinancing commitment
reasonably satisfactory in form and substance to the Master Servicer which
provides that such refinancing will occur within 60 days; and
(8) immediately after a mortgage loan becomes an REO Loan.
No Appraisal Reduction Event may occur at any time when the aggregate
Certificate Balance of all classes of Certificates (other than the Class A
Certificates) has been reduced to zero.
Within 90 days after the Appraisal Reduction Event, the Special Servicer
will be required to receive an appraisal or valuation; provided, however, that
with respect to an Appraisal Reduction Event described in clause (2) above, the
Special Servicer will be required to receive an appraisal or valuation within
the 120-day period set forth in such clause (2). On the first Determination
Date occurring on or after the delivery of the MAI appraisal, the Special
Servicer will be required to calculate and report to the Master Servicer and
the Master Servicer will be required to report to the Paying Agent, the
Appraisal Reduction to take into account the appraisal. In the event that the
Special Servicer has not received the MAI appraisal or conducted the valuation
within the timeframe described above (or, in the case of an appraisal in
connection with an Appraisal Reduction Event described in clause (2), within
the 120-day period set forth in clause (2)), the amount of the Appraisal
Reduction will be deemed to be an amount equal to 25% of the current Stated
Principal Balance of the related mortgage loan until the MAI appraisal is
received. The "Determination Date" for each Distribution Date is the 11th day
of the month in which the Distribution Date occurs or, if the 11th day is not a
business day, then the immediately succeeding business day.
The "Appraisal Reduction" for any Distribution Date and for any mortgage
loan as to which any Appraisal Reduction Event has occurred will be an amount
calculated by the Special Servicer on the first Determination Date following
the date the Special Servicer receives or performs such appraisal equal to the
excess of (a) the outstanding Stated Principal Balance of that mortgage loan
over (b) the excess of (i) the sum of (A) 90% of the appraised value of the
related Mortgaged Property as determined (1) by one or more independent
Appraisal Institute ("MAI") appraisals with respect to any mortgage loan with
an outstanding principal balance equal to or in excess of the lesser of (x)
$2,000,000 or (y) 2% of the aggregate Stated Principal Balance of the mortgage
loans (the costs of which will be paid by the Master Servicer as an Advance),
or (2) by an internal valuation performed by the Special Servicer with respect
to any mortgage loan with an outstanding principal balance less than the lesser
of (x) $2,000,000 or (y) 2% of the aggregate Stated Principal Balance of the
mortgage loans, and (B) all escrows, letters of credit and reserves in respect
of such mortgage loan as of the date of calculation over (ii) the sum as of the
due date occurring in the month of that Distribution Date of (A) to the extent
not previously advanced by the Master Servicer or the Trustee, all unpaid
interest on that mortgage loan at a per annum rate equal to the Mortgage Rate,
(B) all unreimbursed Advances and interest on those Advances at the
Reimbursement Rate in respect of that
S-98
<PAGE>
mortgage loan and (C) all currently due and unpaid real estate taxes and
assessments, insurance premiums and ground rents and all other amounts due and
unpaid under the mortgage loan (which tax, premiums, ground rents and other
amounts have not been the subject of an Advance by the Master Servicer, the
Special Servicer or Trustee, as applicable).
As a result of calculating one or more Appraisal Reductions, the amount of
any required P&I Advance will be reduced by an amount equal to the Appraisal
Reduction Amount, which will have the effect of reducing the amount of interest
available to the most subordinate class of Certificates then outstanding (i.e.,
first to the Class M Certificates, then to the Class L Certificates, then to
the Class K Certificates, then to the Class J Certificates, then to the Class I
Certificates, then to the Class H Certificates, then to the Class G
Certificates, then to the Class F Certificates, then to the Class E
Certificates, then to the Class D Certificates, then to the Class C
Certificates and then to the Class B Certificates). See "--Advances" above. The
"Appraisal Reduction Amount" for any Distribution Date will equal the product
of (1) the applicable per annum Pass-through Rate (i.e., for any month, one
twelfth of the Pass-through Rate) on the class of Certificates to which the
Appraisal Reduction is allocated, and (2) the sum of all Appraisal Reductions
with respect to the related Distribution Date. See "Servicing of the Mortgage
Loans--General" in this prospectus supplement.
With respect to each mortgage loan as to which an Appraisal Reduction has
occurred (unless the mortgage loan has remained current for three consecutive
Periodic Payments, and with respect to which no other Appraisal Reduction Event
has occurred with respect thereto during the preceding twelve months), the
Special Servicer is required, (1) within 30 days of each anniversary of the
related Appraisal Reduction Event, (2) at such time as the Special Servicer has
knowledge of a material change in the condition of the related Mortgaged
Property or (3) in the event the Special Servicer becomes aware of a material
defect in the Appraisal or valuation, to order an appraisal (which may be an
update of a prior appraisal), the cost of which will be a Servicing Advance, or
to conduct an internal valuation, as applicable. Based upon the appraisal or
valuation, the Special Servicer is required to redetermine and report to the
Paying Agent the amount of the Appraisal Reduction with respect to the mortgage
loan. Notwithstanding the foregoing, the Special Servicer will not be required
to obtain an appraisal or valuation with respect to a mortgage loan which is
the subject of an Appraisal Reduction Event to the extent the Special Servicer
has obtained an appraisal or valuation with respect to the related Mortgaged
Property within the 12-month period prior to the occurrence of the Appraisal
Reduction Event. Instead, the Special Servicer may use the prior appraisal or
valuation in calculating any Appraisal Reduction with respect to the mortgage
loan, provided that the Special Servicer is not aware of any material change to
the Mortgaged Property that has occurred that would affect the validity of the
appraisal or valuation.
Any mortgage loan previously subject to an Appraisal Reduction which
becomes current and remains current for three consecutive Periodic Payments,
and with respect to which no other Appraisal Reduction Event has occurred and
is continuing, will no longer be subject to an Appraisal Reduction.
REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION
On each Distribution Date, the Paying Agent will be required to furnish or
make available to each holder of a Certificate, the Trustee, the Master
Servicer, the Underwriters, the Special Servicer, Chase, GECC, BSFI and a
financial market publisher (which is anticipated to initially be Bloomberg,
L.P.), if any, a statement (a "Statement to Certificateholders") based upon
information provided by the Master Servicer in accordance with Commercial
Mortgage Securities Association guidelines setting forth, among other things:
(1) the amount of the distribution on the Distribution Date to the
holders of the class of Certificates in reduction of the Certificate
Balance of the Certificates;
(2) the amount of the distribution on the Distribution Date to the
holders of the class of Certificates allocable to Distributable Certificate
Interest;
(3) the aggregate amount of Advances made in respect of the Distribution
Date;
(4) the aggregate amount of compensation paid to the Trustee and
servicing compensation paid to the Master Servicer and the Special Servicer
during the Due Period for the Distribution Date;
S-99
<PAGE>
(5) the aggregate Stated Principal Balance of the mortgage loans and any
REO Loans outstanding immediately before and immediately after the
Distribution Date;
(6) the number, aggregate principal balance, weighted average remaining
term to maturity and weighted average mortgage rate of the mortgage loans
as of the end of the related Due Period for the Distribution Date;
(7) the number and aggregate principal balance of mortgage loans (A)
delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or
more and (D) current but specially serviced or in foreclosure but not an
REO Property;
(8) the value of any REO Property included in the trust fund as of the
end of the related Due Period for the Distribution Date, on a loan-by-loan
basis, based on the most recent appraisal or valuation;
(9) the Available Distribution Amount for the Distribution Date;
(10) the amount of the distribution on the Distribution Date to the
holders of any Class of Certificates allocable to Yield Maintenance
Charges;
(11) the Pass-through Rate for the class of Certificates for the
Distribution Date and the next succeeding Distribution Date;
(12) the Scheduled Principal Distribution Amount and the Unscheduled
Principal Distribution Amount for the Distribution Date;
(13) the Certificate Balance or Notional Amount, as the case may be, of
each class of Certificates immediately before and immediately after the
Distribution Date, separately identifying any reduction in these amounts as
a result of the allocation of any Collateral Support Deficit on the
Distribution Date;
(14) the fraction, expressed as a decimal carried to eight places, the
numerator of which is the then related Certificate Balance, and the
denominator of which is the related initial aggregate Certificate Balance,
for each class of Certificates (other than the Class S and Residual
Certificates) immediately following the Distribution Date;
(15) the amount of any Appraisal Reductions effected in connection with
the Distribution Date on a loan-by-loan basis, the total Appraisal
Reduction effected in connection with the Distribution Date and the total
Appraisal Reduction Amounts as of that Distribution Date;
(16) the number and related principal balances of any mortgage loans
extended or modified during the related Due Period on a loan-by-loan basis;
(17) the amount of any remaining unpaid interest shortfalls for the class
as of the Distribution Date;
(18) a loan-by-loan listing of each mortgage loan which was the subject
of a principal prepayment during the related Due Period and the amount and
the type of principal prepayment occurring;
(19) a loan-by-loan listing of any mortgage loan which was defeased
during the related Due Period;
(20) all deposits into, withdrawals from, and the balance of the Interest
Reserve Account on the related Servicer Remittance Dates;
(21) the amount of the distribution on the Distribution Date to the
holders of each class of Certificates in reimbursement of Collateral
Support Deficit;
(22) the aggregate unpaid principal balance of the pool of mortgage loans
outstanding as of the close of business on the related Determination Date;
(23) with respect to any mortgage loan as to which a liquidation occurred
during the related due period (other than a payment in full), (A) the loan
number thereof, (B) the aggregate of all Liquidation
S-100
<PAGE>
Proceeds which are included in the available distribution amount and other
amounts received in connection with the liquidation (separately identifying
the portion thereof allocable to distributions on the Certificates), and
(C) the amount of any realized loss in connection with the liquidation;
(24) with respect to any REO Property included in the trust as to which
the Special Servicer determined, in accordance with accepted servicing
standards, that all payments or recoveries with respect to the Mortgaged
Property have been ultimately recovered during the related Due Period, (A)
the loan number of the related mortgage loan, (B) the aggregate of all
Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to
distributions on the Certificates), and (C) the amount of any realized loss
in respect of the related REO Loan in connection with that determination;
(25) the aggregate amount of interest on P&I Advances paid to the Master
Servicer and the Trustee during the related Due Period;
(26) the aggregate amount of interest on Servicing Advances paid to the
Master Servicer, the Special Servicer and the Trustee during the related
Due Period;
(27) the original and then current credit support levels for each class
of Certificates;
(28) the original and then current ratings for each class of
Certificates; and
(29) the amount of the distribution on the Distribution Date to the
holders of the Class S and Residual Certificates.
The Paying Agent will make available the Statements to Certificateholders
through its corporate trust home page on the internet, which is located at
"www.chase.com/sfa". In addition, the Paying Agent may make certain other
information and reports related to the mortgage loans available, to the extent
the Paying Agent receives such information, through its home page.
In the case of information furnished pursuant to clauses (1), (2), (17)
and (21) above, the amounts will be expressed as a dollar amount in the
aggregate for all Certificates of each applicable class and per definitive
certificate.
In addition, within a reasonable period of time after the end of each
calendar year, the Paying Agent is required to furnish to each person or entity
who at any time during the calendar year was a holder of a Certificate and,
upon request, to the Trustee, a statement containing the information set forth
in clauses (1), (2) and (10) above as to the applicable class, aggregated for
the related calendar year or applicable partial year during which that person
was a Certificateholder, together with any other information as the Paying
Agent deems necessary or desirable, or that a Certificateholder or Certificate
Owner reasonably requests, to enable Certificateholders to prepare their tax
returns for that calendar year. This obligation of the Paying Agent will be
deemed to have been satisfied to the extent that substantially comparable
information will be provided by the Paying Agent pursuant to any requirements
of the Code as from time to time are in force.
The Paying Agent will be required to provide a financial market publisher,
which is anticipated to initially be Bloomberg, L.P., quarterly with certain
current information with respect to the Mortgaged Properties, including current
and original net operating income, debt service coverage ratios based upon
borrowers' annual operating statements and occupancy rates, to the extent it
has received the information from the borrowers pursuant to the related loan
documents.
The Pooling and Servicing Agreement requires that the Paying Agent (or the
Trustee with respect to clause (6) only) make available at its offices
primarily responsible for administration of the trust fund, during normal
business hours upon prior written request, for review by any holder of an
Offered Certificate, the Mortgage Loan Sellers, the Depositor, the Special
Servicer, the Master Servicer, Moody's, Fitch or any other person to whom the
Paying Agent (or the Trustee, if applicable) believes the disclosure is
appropriate, originals or copies of, among other things, the following items:
(1) the Pooling and Servicing Agreement and any amendments to that
agreement;
(2) all Statements to Certificateholders made available to holders of the
relevant class of Offered Certificates since the Closing Date;
S-101
<PAGE>
(3) all officer's certificates delivered to the Paying Agent since the
Closing Date as described under "Description of the Pooling
Agreements--Evidence as to Compliance" in the prospectus;
(4) all accountants' reports delivered to the Paying Agent since the
Closing Date as described under "Description of the Pooling
Agreements--Evidence as to Compliance" in the prospectus;
(5) the most recent property inspection report prepared by or on behalf
of the Master Servicer or the Special Servicer and delivered to the Paying
Agent in respect of each Mortgaged Property;
(6) copies of the mortgage loan documents;
(7) any and all modifications, waivers and amendments of the terms of a
mortgage loan entered into by the Master Servicer or the Special Servicer
and delivered to the Paying Agent; and
(8) any and all statements and reports delivered to, or collected by, the
Master Servicer or the Special Servicer, from the borrowers, including the
most recent annual property operating statements, rent rolls and borrower
financial statements, but only to the extent the statements and reports
have been delivered to the Paying Agent.
Copies of any and all of the foregoing items will be available to
Certificateholders from the Paying Agent (or the Trustee with respect to clause
(6) only) upon request; however, the Paying Agent (or the Trustee, as
applicable) will be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing the copies. Pursuant to the
Pooling and Servicing Agreement, the Master Servicer will be responsible for
enforcing all provisions of the mortgage loan documents relating to the
submission of financial and property information.
The Pooling and Servicing Agreement will require the Master Servicer and
the Paying Agent, subject to certain restrictions set forth in the Pooling and
Servicing Agreement, to provide certain of the reports or, in the case of the
Master Servicer, access to the reports available to Certificateholders set
forth above, as well as certain other information received by the Master
Servicer or the Paying Agent, as the case may be, to any Certificateholder, the
Underwriters, the Mortgage Loan Sellers, any Certificate Owner or any
prospective investor so identified by a Certificate Owner or an Underwriter,
that requests reports or information; provided that the Paying Agent and the
Master Servicer will be permitted to require payment of a sum sufficient to
cover the reasonable costs and expenses of providing copies of these reports or
information. Except as otherwise set forth in this paragraph, until the time
definitive certificates are issued, notices and statements required to be
mailed to holders of Certificates will be available to Certificate Owners of
Offered Certificates only to the extent they are forwarded by or otherwise
available through DTC and its Participants. Conveyance of notices and other
communications by DTC to Participants, and by Participants to Certificate
Owners, will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time. Except as
otherwise set forth in this paragraph, the Master Servicer, the Special
Servicer, the Trustee, the Depositor, the Paying Agent and the Certificate
Registrar are required to recognize as Certificateholders only those persons in
whose names the Certificates are registered on the books and records of the
Certificate Registrar. The initial registered holder of the Offered
Certificates will be Cede & Co., as nominee for DTC.
VOTING RIGHTS
At all times during the term of the Pooling and Servicing Agreement, the
voting rights for the Certificates (the "Voting Rights") will be allocated
among the respective classes of Certificateholders as follows: (1) 4% in the
case of the Class X Certificates, and (2) in the case of any other class of
Certificates (other than the Class S and Residual Certificates), a percentage
equal to the product of 96% and a fraction, the numerator of which is equal to
the aggregate Certificate Balance of the class, in each case, determined as of
the prior Distribution Date, and the denominator of which is equal to the
aggregate Certificate Balance of all classes of Certificates, each determined
as of the prior Distribution Date. None of the Class S, the Class R nor the
Class LR Certificates will be entitled to any Voting Rights. For purposes of
determining Voting Rights, the Certificate Balance of each class will not be
reduced by the amount allocated to that class of any Appraisal Reductions
related to mortgage loans as to which Liquidation Proceeds or other final
payment has not yet been received. Voting Rights allocated to a class of
Certificateholders will be allocated among the
S-102
<PAGE>
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates. Solely for purposes of giving any consent, approval or
waiver pursuant to the Pooling and Servicing Agreement, neither the Master
Servicer, the Special Servicer nor the Depositor will be entitled to exercise
any Voting Rights with respect to any Certificates registered in its name, if
the consent, approval or waiver would in any way increase its compensation or
limit its obligations in that capacity under the Pooling and Servicing
Agreement; provided, however, that the restrictions will not apply to the
exercise of the Special Servicer's rights, if any, as a member of the
Controlling Class.
TERMINATION; RETIREMENT OF CERTIFICATES
The obligations created by the Pooling and Servicing Agreement will
terminate upon payment (or provision for payment) to all Certificateholders of
all amounts held by or on behalf of the Trustee and required to be paid
following the earlier of (1) the final payment (or related advance) or other
liquidation of the last mortgage loan or REO Property subject thereto or (2)
the purchase of all of the assets of the trust fund by the holders of the
Controlling Class, the Special Servicer, the Master Servicer or the holders of
the Class LR Certificates. Written notice of termination of the Pooling and
Servicing Agreement will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at the office of the Certificate Registrar or other location
specified in the notice of termination.
The holders of the Controlling Class, the Special Servicer, the Master
Servicer and the holders of the Class LR Certificates (in that order) will have
the right to purchase all of the assets of the trust fund. This purchase of all
the mortgage loans and other assets in the trust fund is required to be made at
a price equal to the sum of (1) the aggregate Purchase Price of all the
mortgage loans (exclusive of REO Loans) then included in the trust fund and (2)
the aggregate fair market value of all REO Properties then included in the
trust fund (which fair market value for any REO Property may be less than the
Purchase Price for the corresponding REO Loan), as determined by an appraiser
selected and mutually agreed upon by the Master Servicer and the Trustee, and
approved by more than 50% of the Voting Rights of the classes of Certificates
then outstanding, other than the Controlling Class, unless the Controlling
Class is the only class of Certificates outstanding, plus the reasonable
out-of-pocket expenses of the Master Servicer related to such purchase, unless
the Master Servicer is the purchaser. This purchase will effect early
retirement of the then outstanding Offered Certificates, but the rights of the
holders of the Controlling Class, the Special Servicer, the Master Servicer or
the holders of the Class LR Certificates to effect the termination is subject
to the requirement that the then aggregate Stated Principal Balance of the pool
of mortgage loans be less than 1% of the Initial Pool Balance.
On the final Distribution Date, the aggregate amount paid by the holders
of the Controlling Class, the Special Servicer, the Master Servicer or the
holders of the Class LR Certificates, as the case may be, for the mortgage
loans and other assets in the trust fund (if the trust fund is to be terminated
as a result of the purchase described in the preceding paragraph), together
with all other amounts on deposit in the Certificate Account and not otherwise
payable to a person other than the Certificateholders (see "Description of the
Pooling Agreements--Certificate Account" in the prospectus), will be applied
generally as described under "--Distributions--Priority" above.
Any optional termination by the holders of the Controlling Class, the
Special Servicer, the Master Servicer, the Depositor or the holders of the
Class LR Certificates would result in prepayment in full of the Certificates
and would have an adverse effect on the yield of the Class X Certificates
because a termination would have an effect similar to a principal prepayment in
full of the mortgage loans and, as a result, investors in the Class X
Certificates and any other Certificates purchased at a premium might not fully
recoup their initial investment. See "Yield and Maturity Considerations" in
this prospectus supplement.
THE TRUSTEE
Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank
Minnesota, National Association), a national banking association, will serve as
Trustee under the Pooling and Servicing Agreement pursuant to which the
Certificates are being issued (in such capacity, the "Trustee"). The corporate
trust office of the Trustee responsible for administration of the Trust is
located at 11000 Broken Land Parkway, Columbia,
S-103
<PAGE>
Maryland 21044-3562, Attention: Corporate Trust Services, GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2000-1. As of December 31, 1999, the Trustee had assets in excess of
$100,000,000. As compensation for the performance of its routine duties, the
Trustee will be paid a fee (the "Trustee Fee"). The Trustee Fee will be payable
monthly from amounts received in respect of the mortgage loans and will accrue
at a rate (the "Trustee Fee Rate"), calculated on the basis of a 360-day year
consisting of twelve 30-day months equal to .0016% per annum, and will be
computed on the basis of the Stated Principal Balance of the related mortgage
loan as of the preceding Distribution Date. In addition, the Trustee will be
entitled to recover from the trust fund all reasonable unanticipated expenses
and disbursements incurred or made by the Trustee in accordance with any of the
provisions of the Pooling and Servicing Agreement, but not including routine
expenses incurred in the ordinary course of performing its duties as Trustee
under the Pooling and Servicing Agreement, and not including any expense,
disbursement or advance as may arise from its willful misfeasance, negligence
or bad faith. See "Description of the Pooling Agreements--The Trustee,"
"--Duties of the Trustee," "--Certain Matters Regarding the Trustee" and
"--Resignation and Removal of the Trustee" in the prospectus.
S-104
<PAGE>
SERVICING OF THE MORTGAGE LOANS
GENERAL
The servicing of the mortgage loans and any REO Properties will be
governed by the Pooling and Servicing Agreement. The following summaries
describe certain provisions of the Pooling and Servicing Agreement relating to
the servicing and administration of the mortgage loans and any REO Properties.
The summaries do not purport to be complete and are subject, and qualified in
their entirety by reference, to the provisions of the Pooling and Servicing
Agreement. Reference is made to the prospectus for additional information
regarding the terms of the Pooling and Servicing Agreement relating to the
servicing and administration of the mortgage loans and any REO Properties,
provided that the information in this prospectus supplement supersedes any
contrary information set forth in the prospectus. See "Description of the
Pooling Agreements" in the prospectus.
Each of the Master Servicer (directly or through one or more
sub-servicers) and the Special Servicer will be required to service and
administer the mortgage loans for which it is responsible. The Master Servicer
will appoint The Chase Manhattan Bank ("Chase") as sub-servicer with respect to
the mortgage loans sold by Chase to the Depositor. In addition to the
sub-servicing by Chase of the mortgage loans, the Master Servicer may delegate
and/or assign some or all of its servicing obligations and duties with respect
to some or all of the mortgage loans to one or more affiliates so long as
delegation and/or assignment, in and of itself, does not cause the
qualification, withdrawal or downgrading of the then-current ratings assigned
to any class of Certificates as confirmed in writing by each of Moody's and
Fitch. Each primary servicer will be permitted to appoint sub-servicers with
respect to their servicing obligations and duties and each of Chase and GE
Capital intends to use one or more subservicers with respect to certain of the
mortgage loans sold to the Depositor by Chase or GECC and BSFI, respectively.
Except in certain limited circumstances set forth in the Pooling and Servicing
Agreement, the Special Servicer will not be permitted to appoint sub-servicers
with respect to any of its servicing obligations and duties.
The Master Servicer and the Special Servicer will be required to service
and administer the mortgage loans for which each is responsible in the best
interests of and for the benefit of the Certificateholders (as determined by
the Master Servicer or the Special Servicer in the exercise of its good faith
and reasonable judgment) in accordance with applicable law, the terms of the
Pooling and Servicing Agreement and the mortgage loans and, to the extent
consistent with the foregoing, in accordance with the higher of the following
standards of care: (1) the same manner in which, and with the same care, skill,
prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers similar mortgage loans for other
third-party portfolios, giving due consideration to the customary and usual
standards of practice of prudent institutional commercial and multifamily
mortgage lenders servicing their own mortgage loans and (2) the same care,
skill, prudence and diligence with which the Master Servicer or the Special
Servicer, as the case may be, services and administers commercial and
multifamily mortgage loans owned by the Master Servicer or the Special
Servicer, as the case may be, with a view to the maximization of timely
recovery of principal and interest on the mortgage loans or Specially Serviced
Mortgage Loans, as applicable, and the best interests of the Trust and the
Certificateholders, as determined by the Master Servicer or the Special
Servicer, as the case may be, in its reasonable judgment, but without regard
to: (A) any relationship that the Master Servicer or the Special Servicer, as
the case may be, or any affiliate of either, may have with the related
borrower, any Mortgage Loan Seller or any other party to the Pooling and
Servicing Agreement; (B) the ownership of any Certificate by the Master
Servicer or the Special Servicer, as the case may be, or any affiliate of
either; (C) the Master Servicer's or Special Servicer's, as applicable,
obligation to make Advances; (D) the Master Servicer's or the Special
Servicer's, as the case may be, right to receive compensation for its services
under the Pooling and Servicing Agreement or with respect to any particular
transaction; (E) the ownership, servicing or management for others of any other
mortgage loans or mortgaged properties by the Master Servicer or Special
Servicer; and (F) any obligation of the Master Servicer or any of its
affiliates (in their capacity as a Mortgage Loan Seller) to cure a breach of a
representation or warranty or repurchase the mortgage loan (the foregoing,
collectively referred to as the "Servicing Standards").
S-105
<PAGE>
Except as otherwise described under "--Inspections; Collection of
Operating Information" below, the Master Servicer initially will be responsible
for the servicing and administration of the entire pool of mortgage loans. With
respect to any mortgage loan (1) as to which a payment default has occurred at
its original maturity date, or, if the original maturity date has been
extended, at its extended maturity date or, in the case of a balloon payment,
such payment is more than 60 days delinquent and the borrower has not delivered
to the Master Servicer on the related maturity date a written refinancing
commitment reasonably satisfactory in form and substance to the Master Servicer
which provides that such refinancing will occur within 60 days, provided that
if such refinancing does not occur, at such time the related mortgage loan will
become a Specially Serviced Mortgage Loan, (2) as to which any Periodic Payment
(other than a balloon payment) is more than 60 days delinquent, (3) as to which
the borrower has entered into or consented to bankruptcy, appointment of a
receiver or conservator or a similar insolvency proceeding, or the borrower has
become the subject of a decree or order for that proceeding (provided that if
the appointment, decree or order is stayed or discharged, or the case dismissed
within 60 days that mortgage loan will not be considered a Specially Serviced
Mortgage Loan during that period), or the related borrower has admitted in
writing its inability to pay its debts generally as they become due, (4) as to
which the Master Servicer has received notice of the foreclosure or proposed
foreclosure of any other lien on the Mortgaged Property, (5) as to which, in
the judgment of the Master Servicer, a payment default is imminent and is not
likely to be cured by the borrower within 60 days, or (6) as to which a default
of which the Master Servicer has notice (other than a failure by the related
borrower to pay principal or interest) and which materially and adversely
affects the interests of the Certificateholders has occurred and remains
unremediated for the applicable grace period specified in the mortgage loan (or
if no grace period is specified, 60 days), the Master Servicer will be required
to transfer its servicing responsibilities to the Special Servicer, but will be
required to continue to receive payments on the mortgage loan (including
amounts collected by the Special Servicer), to make certain calculations with
respect to the mortgage loan and to make remittances and prepare certain
reports to the Certificateholders with respect to the mortgage loan. If the
related Mortgaged Property is acquired in respect of any mortgage loan (upon
acquisition, an "REO Property") whether through foreclosure, deed-in-lieu of
foreclosure or otherwise, the Special Servicer will continue to be responsible
for its operation and management. The mortgage loans serviced by the Special
Servicer and any mortgage loans that have become REO Properties are referred to
in this prospectus supplement as the "Specially Serviced Mortgage Loans". The
Master Servicer will have no responsibility for the performance by the Special
Servicer of its duties under the Pooling and Servicing Agreement.
If any Specially Serviced Mortgage Loan, in accordance with its original
terms or as modified in accordance with the Pooling and Servicing Agreement,
becomes a performing mortgage loan for at least three Periodic Payments
(provided no additional event of default is foreseeable in the reasonable
judgment of the Special Servicer), the Special Servicer will be required to
return servicing of that mortgage loan (a "Corrected Mortgage Loan") to the
Master Servicer.
The Special Servicer will be required to prepare a report (an "Asset
Status Report") for each mortgage loan which becomes a Specially Serviced
Mortgage Loan not later than 30 days after the servicing of the mortgage loan
is transferred to the Special Servicer. Each Asset Status Report will be
delivered to the Directing Certificateholder (as defined below), the Mortgage
Loan Sellers, Moody's and Fitch, provided however, the Special Servicer will
not be required to deliver an Asset Status Report to the Directing
Certificateholder if they are the same entity. If the Directing
Certificateholder does not disapprove an Asset Status Report within 10 business
days, the Special Servicer will be required to implement the recommended action
as outlined in the Asset Status Report. The Directing Certificateholder may
object to any Asset Status Report within 10 business days of receipt; provided,
however, that the Special Servicer will be required to implement the
recommended action as outlined in the Asset Status Report if it makes a
determination in accordance with the Servicing Standards that the objection is
not in the best interests of all the Certificateholders. If the Directing
Certificateholder disapproves the Asset Status Report and the Special Servicer
has not made the affirmative determination described above, the Special
Servicer will be required to revise the Asset Status Report as soon as
practicable thereafter, but in no event later than 30 days after the
disapproval. The Special Servicer will be required to revise the Asset Status
Report until the Directing Certificateholder fails to disapprove the revised
Asset Status Report as described above or until the Special Servicer makes a
determination that the objection is not in the best interests of all the
Certificateholders;
S-106
<PAGE>
provided, however, in the event that the Directing Certificateholder and the
Special Servicer have not agreed upon an Asset Status Report with respect to a
Specially Serviced Mortgage Loan within 90 days of the Directing
Certificateholder's receipt of the initial Asset Status Report with respect to
such Specially Serviced Mortgage Loan, the Special Servicer will implement the
actions described in the most recent Asset Status Report submitted to the
Directing Certificateholder by the Special Servicer.
The "Directing Certificateholder" will be the Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Certificate
Registrar from time to time; provided, however, that (1) absent that selection,
or (2) until a Directing Certificateholder is so selected or (3) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, by
Certificate Balance, that a Directing Certificateholder is no longer
designated, the Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class will be the Directing
Certificateholder.
A "Controlling Class Certificateholder" is each holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Certificate Registrar from time to time by the holder (or Certificate
Owner).
The "Controlling Class" will be as of any time of determination the most
subordinate class of Certificates then outstanding that has a Certificate
Balance at least equal to 25% of the initial Certificate Balance of that Class.
For purposes of determining identity of the Controlling Class, the Certificate
Balance of each Class will not be reduced by the amount allocated to that class
of any Appraisal Reductions. The Controlling Class as of the Closing Date will
be the Class M Certificates.
The Special Servicer will not be required to take or refrain from taking
any action pursuant to instructions from the Directing Certificateholder that
would cause it to violate applicable law, the Pooling and Servicing Agreement,
including the Servicing Standards, or the REMIC Provisions.
THE MASTER SERVICER
GE Capital Loan Services, Inc. will act as servicer (in that capacity, the
"Master Servicer") and in that capacity will be responsible for servicing the
mortgage loans. The principal offices of the Master Servicer are located at 363
North Sam Houston Parkway East, Suite 200, Houston, Texas 77060. As of August
31, 2000, the Master Servicer had a total commercial and multifamily mortgage
loan servicing portfolio of approximately $28.5 billion. The Master Servicer
will appoint The Chase Manhattan Bank as sub-servicer with respect to the
mortgage loans sold by The Chase Manhattan Bank to the Depositor, and the
Master Servicer will act as sub-servicer with respect to the mortgage loans
sold by BSFI to the Depositor and each of Chase and GE Capital intends to use
one or more subservicers with respect to certain of the mortgage loans serviced
by it.
THE PRIMARY SERVICERS
The Chase Manhattan Bank ("Chase") will act as servicer of the mortgage
loans sold by Chase to the Depositor pursuant to a subservicing agreement,
dated as of the cut-off date, between Chase and the Master Servicer. In such
capacity, Chase will be responsible for servicing the mortgage loans sold to
the Depositor by Chase and performing the duties of the Master Servicer in
accordance with the terms of the subservicing agreement which incorporates the
servicing terms of the Pooling and Servicing Agreement. Chase's principal
offices are located at 270 Park Avenue, New York, New York 10017. As of June 1,
2000, Chase was the servicer of a portfolio of multifamily and commercial
mortgage loans, secured by properties located throughout the United States and
totaling approximately $8.8 billion in aggregate outstanding principal amounts.
The Master Servicer will be responsible for the primary servicing of the
mortgage loans sold to the Depositor by General Electric Capital Corporation
("GECC") and Bear, Stearns Funding, Inc. ("BSFI"). Each of the Master Servicer
and Chase may elect to subservice some or all of its primary servicing duties
with respect to each of the mortgage loans sold by GECC and BSFI or Chase,
respectively, to the Depositor. The Master Servicer, Chase and each of their
respective affiliates own and are in the business of acquiring assets similar
in type to the assets of the Trust Fund. Accordingly, their assets may compete
with the Mortgaged Properties for tenants, purchasers, financing and other
parties and services relevant to the business of acquiring similar assets.
S-107
<PAGE>
THE SPECIAL SERVICER
Lend Lease Asset Management, L.P., a Texas limited partnership (the
"Special Servicer"), will initially be appointed as special servicer of the
Mortgage Loans. The principal servicing offices of the Special Servicer are
located at 700 North Pearl Street, Suite 2400, Dallas, Texas 75201, and its
telephone number is (214) 758-5800. As of September 30, 2000, the Special
Servicer was actively servicing, as special servicer, 203 commercial and
multifamily loans and REO properties with a principal balance of approximately
$543 million. The Special Servicer is named as special servicer on 41 CMBS
transactions totaling approximately $15.3 billion in aggregate outstanding
principal amount representing approximately 4,100 assets. The Special Servicer
and its affiliates own and are in the business of acquiring assets similar in
type to the assets of the Trust Fund. Accordingly, the assets of the Special
Servicer and its affiliates may, depending upon the particular circumstances
including the nature and location of such assets, compete with the Mortgaged
Properties for tenants, purchasers, financing and so forth.
The information set forth in this prospectus supplement concerning the
Special Servicer has been provided by the Special Servicer, and neither the
Depositor nor the Underwriters make any representation or warranty as to the
accuracy or completeness of that information.
REPLACEMENT OF THE SPECIAL SERVICER
The Special Servicer may be removed, and a successor Special Servicer
appointed, at any time by the holders of Certificates representing more than
50% of the aggregate Certificate Balance of the Controlling Class, provided
that each of Moody's and Fitch confirms in writing that the replacement of the
Special Servicer, in and of itself, will not cause a qualification, withdrawal
or downgrading of the then-current ratings assigned to any class of
Certificates.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The fee of the Master Servicer (the "Servicing Fee") will be payable
monthly from amounts received in respect of the mortgage loans, and will accrue
at a rate (the "Servicing Fee Rate"), calculated on a basis of a 360-day year
consisting of twelve 30-day months equal to a per annum rate ranging from
0.05000% to 0.100%. As of the cut-off date the weighted average Servicing Fee
Rate will be 0.057% per annum. In addition to the Servicing Fee, the Master
Servicer will be entitled to retain, as additional servicing compensation, (1)
certain assumption, extension and modification fees with respect to mortgage
loans which are not Specially Serviced Mortgage Loans as set forth in the
Pooling and Servicing Agreement, and (2) late payment charges and default
interest paid by the borrowers (other than on Specially Serviced Mortgage
Loans), but only to the extent the amounts are not needed to pay interest on
Advances or the costs of certain opinions not otherwise reimbursed by a
borrower to the extent provided in the Pooling and Servicing Agreement. The
Master Servicer also is authorized but not required to invest or direct the
investment of funds held in the Certificate Account in Permitted Investments,
and the Master Servicer will be entitled to retain any interest or other income
earned on those funds and will bear any losses resulting from the investment of
these funds, except as set forth in the Pooling and Servicing Agreement. The
Master Servicer also is entitled to retain any interest earned on any servicing
escrow account to the extent the interest is not required to be paid to the
related borrowers.
The principal compensation to be paid to the Special Servicer in respect
of its special servicing activities will be the Special Servicing Fee, the
Workout Fee and the Liquidation Fee.
The "Special Servicing Fee" will accrue with respect to each Specially
Serviced Mortgage Loan at a rate equal to 0.25% per annum (the "Special
Servicing Fee Rate") calculated on the basis of the Stated Principal Balance of
the related Specially Serviced Mortgage Loans and on the basis of a 360-day
year consisting of twelve 30-day months, and will be payable monthly from the
trust fund.
The "Workout Fee" will generally be payable with respect to each Corrected
Mortgage Loan and will be calculated by application of a "Workout Fee Rate" of
1% to each collection of interest and principal (including scheduled payments,
prepayments, balloon payments, and payments at maturity) received on the
respective mortgage loan for so long as it remains a Corrected Mortgage Loan.
The Workout Fee with
S-108
<PAGE>
respect to any Corrected Mortgage Loan will cease to be payable if the
Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan but
will become payable again if and when the mortgage loan again becomes a
Corrected Mortgage Loan.
If the Special Servicer is terminated (other than for cause) or resigns,
it shall retain the right to receive any and all Workout Fees payable in
respect to mortgage loans that became Corrected Mortgage Loans during the
period that it acted as special servicer and remained Corrected Mortgage Loans
at the time of that termination or resignation but such fee will cease to be
payable if the Corrected Mortgage Loan again becomes a Specially Serviced
Mortgage Loan. The successor special servicer will not be entitled to any
portion of those Workout Fees.
A "Liquidation Fee" will be payable with respect to each Specially
Serviced Mortgage Loan as to which the Special Servicer obtains a full or
discounted payoff (or unscheduled partial payment to the extent such prepayment
is required by the Special Servicer as a condition to a workout) from the
related borrower and, except as otherwise described below, with respect to any
Specially Serviced Mortgage Loan or REO Property as to which the Special
Servicer receives any Liquidation Proceeds attributable to principal. The
Liquidation Fee for each Specially Serviced Mortgage Loan will be payable from,
and will be calculated by application of a "Liquidation Fee Rate" of 1% to the
amount of the related payment or proceeds. Notwithstanding anything to the
contrary described above, no Liquidation Fee will be payable based on, or out
of, Liquidation Proceeds received in connection with the repurchase of any
mortgage loan by a Mortgage Loan Seller for a breach of representation or
warranty or for defective or deficient mortgage loan documentation, the
purchase of any Specially Serviced Mortgage Loan by the majority holder of the
Controlling Class, the Special Servicer or the Master Servicer, or the purchase
of all of the mortgage loans and REO Properties in connection with an optional
termination of the trust fund. If, however, Liquidation Proceeds are received
with respect to any Corrected Mortgage Loan and the Special Servicer is
properly entitled to a Workout Fee, the Workout Fee will be payable based on
and out of the portion of the Liquidation Proceeds that constitutes principal
and/or interest. No Liquidation Fee will be payable if the mortgage loan
becomes a corrected mortgage loan. Liquidation Proceeds do not include
condemnation awards or insurance proceeds.
The Special Servicer will also be entitled to additional servicing
compensation in the form of all assumption, extension and modification fees
with respect to Specially Serviced Mortgage Loans. The Special Servicer will
also be entitled to late payment charges and default interest paid by the
borrowers on Specially Serviced Mortgage Loans, but only to the extent those
amounts are not needed to pay interest on Advances to the extent provided in
the Pooling and Servicing Agreement or the costs of certain inspections. The
Special Servicer will not be entitled to retain any portion of Excess Interest
paid on the APD Loans.
Although the Master Servicer and the Special Servicer are each required to
service and administer the pool of mortgage loans in accordance with the
Servicing Standards above and, accordingly, without regard to its right to
receive compensation under the Pooling and Servicing Agreement, additional
servicing compensation in the nature of assumption and modification fees may
under certain circumstances provide the Master Servicer or the Special
Servicer, as the case may be, with an economic disincentive to comply with this
standard.
As and to the extent described in this prospectus supplement under
"Description of the Certificates--Advances," the Master Servicer and the Special
Servicer, as applicable, will be entitled to receive interest on Advances, which
will be paid contemporaneously with the reimbursement of the related Advance.
Each of the Master Servicer and the Special Servicer generally will be
required to pay all expenses incurred by it in connection with its servicing
activities under the Pooling and Servicing Agreement and will not be entitled
to reimbursement for any expense of this type except as expressly provided in
the Pooling and Servicing Agreement. The Master Servicer will be responsible
for all fees of any sub-servicers. See "Description of the
Certificates--Distributions--Method, Timing and Amount" in this prospectus
supplement and "Description of the Pooling Agreements--Certificate Account" and
"--Servicing Compensation and Payment of Expenses" in the prospectus.
S-109
<PAGE>
MAINTENANCE OF INSURANCE
To the extent permitted by the related mortgage loan and required by the
Servicing Standards, the Master Servicer will be required to use its reasonable
best efforts to (1) cause each borrower to maintain, and if the borrower does
not maintain, will be required to (2) itself maintain to the extent available
at commercially reasonable rates (as determined by the Master Servicer in
accordance with the Servicing Standards), a fire and hazard insurance policy
with extended coverage covering the related Mortgaged Property. The coverage of
that kind of policy will be in an amount that is not less than the lesser of
the full replacement cost of the improvements securing that mortgage loan or
the outstanding principal balance owing on that mortgage loan, but in any
event, in an amount sufficient to avoid the application of any co-insurance
clause unless otherwise noted in the related mortgage loan documents. After the
Master Servicer determines that a Mortgaged Property is located in an area
identified as a federally designated special flood hazard area (and flood
insurance has been made available), the Master Servicer will be required to use
its reasonable best efforts to (1) cause each borrower to maintain (to the
extent required by the related mortgage loan), and if the borrower does not so
maintain, will be required to (2) itself maintain to the extent available at
commercially reasonable rates (as determined by the Master Servicer in
accordance with the Servicing Standards) a flood insurance policy in an amount
representing coverage not less than the lesser of (1) the outstanding principal
balance of the related mortgage loan and (2) the maximum amount of insurance
which is available under the Flood Disaster Protection Act of 1973, as amended,
but only to the extent that the related mortgage loan permits the lender to
require the coverage and maintaining coverage is consistent with the Servicing
Standards.
The Special Servicer will be required to maintain (or cause to be
maintained), fire and hazard insurance on each REO Property, to the extent
obtainable, in an amount which is at least equal to the lesser of (1) the full
replacement cost of the improvements on REO Property, or (2) the outstanding
principal balance owing on the related mortgage loan and in any event, the
amount necessary to avoid the operation of any co-insurance provisions. In
addition, while the REO Property is located in an area identified as a
federally designated special flood hazard area, the Special Servicer will be
required to cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the
Servicing Standards), a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration in an amount
representing coverage not less than the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended.
The Pooling and Servicing Agreement provides that the Master Servicer and
the Special Servicer may satisfy their respective obligations to cause each
borrower to maintain a hazard insurance policy by maintaining a blanket or
master single interest policy insuring against hazard losses on the mortgage
loans and REO Properties. Any losses incurred with respect to mortgage loans or
REO Properties due to uninsured risks (including earthquakes, mudflows and
floods) or insufficient hazard insurance proceeds may adversely affect payments
to Certificateholders. Any cost incurred by the Master Servicer or Special
Servicer in maintaining that kind of insurance policy if the borrower defaults
on its obligation to do so will be advanced by the Master Servicer or the
Special Servicer as a Servicing Advance and will be charged to the related
borrower. Generally, no borrower is required by the mortgage loan documents to
maintain earthquake insurance on any Mortgaged Property and the Special
Servicer will not be required to maintain earthquake insurance on any REO
Properties. Any cost of maintaining that kind of required insurance or other
earthquake insurance obtained by the Special Servicer will be paid out of a
segregated custodial account created and maintained by the Special Servicer on
behalf of the Trustee in trust for the Certificateholders (the "REO Account")
or advanced by the Master Servicer or the Special Servicer as a Servicing
Advance.
The costs of the insurance may be recovered by the Master Servicer,
Special Servicer or Trustee, as applicable, from reimbursements received from
the borrower or, if the borrower does not pay those amounts, as a Servicing
Advance as set forth in the Pooling and Servicing Agreement.
No pool insurance policy, special hazard insurance policy, bankruptcy
bond, repurchase bond or certificate guarantee insurance will be maintained
with respect to the mortgage loans, nor will any mortgage loan be subject to
FHA insurance.
S-110
<PAGE>
MODIFICATIONS, WAIVER AND AMENDMENTS
The Master Servicer, with the consent of the Special Servicer (except as
provided in the Pooling and Servicing Agreement), may agree to extend the
maturity date of a mortgage loan that is not a Specially Serviced Mortgage
Loan; except that any extension entered into by the Master Servicer will not
extend the maturity date beyond the earlier of (1) two years prior to the Rated
Final Distribution Date and (2) in the case of a mortgage loan secured by a
leasehold estate and not the related fee interest, the date ten years prior to
the expiration of the leasehold estate; provided that, if the extension would
extend the maturity date of a mortgage loan for more than twelve months from
and after the original maturity date of the mortgage loan, the Master Servicer
must obtain the opinion of counsel described in the next sentence. Except as
otherwise set forth in this paragraph, neither the Master Servicer nor the
Special Servicer may waive, modify or amend (or consent to waive, modify or
amend) any provision of a mortgage loan which is not in default or as to which
default is not reasonably foreseeable except for (1) the waiver of any
due-on-sale clause or due-on-encumbrance clause to the extent permitted in the
Pooling and Servicing Agreement, and (2) any waiver, modification or amendment
that would not be a "significant modification" of the mortgage loan within the
meaning of Treasury Regulations Section 1.860G-2(b) and as to which the Master
Servicer or the Special Servicer, as applicable, has provided the Trustee with
an opinion of counsel that the waiver, modification or amendment will not
constitute a "significant modification."
If, but only if, the Special Servicer determines that a modification,
waiver or amendment (including the forgiveness or deferral of interest or
principal or the substitution or release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Mortgage Loan with
respect to which a payment default or other material default has occurred or a
payment default or other material default is, in the Special Servicer's
judgment, reasonably foreseeable, is reasonably likely to produce a greater
recovery on a net present value basis (the relevant discounting to be performed
at the related Mortgage Rate) than liquidation of the Specially Serviced
Mortgage Loan, then the Special Servicer may, but is not required to, agree to
a modification, waiver or amendment of the Specially Serviced Mortgage Loan,
subject to the restrictions and limitations described below. The Special
Servicer will use its best efforts to the extent possible to fully amortize a
modified mortgage loan prior to the Rated Final Distribution Date.
The Special Servicer may not agree to a modification, waiver or amendment
of any term of any Specially Serviced Mortgage Loan if that modification,
waiver or amendment would:
(1) extend the maturity date of the Specially Serviced Mortgage Loan to a
date occurring later than the earlier of (A) two years prior to the Rated
Final Distribution Date and (B) if the Specially Serviced Mortgage Loan is
secured by a leasehold estate and not the related fee interest, the date
ten years prior to the expiration of the leasehold; or
(2) reduce the related Net Mortgage Rate to less than the lesser of (A)
the original Net Mortgage Rate and (B) the highest Pass-through Rate on any
class of Certificates (other than the Class X Certificates); or
(3) provide for the deferral of interest unless (A) interest accrues on
the mortgage loan, generally, at the related Mortgage Rate and (B) the
aggregate amount of deferred interest does not exceed 10% of the unpaid
principal balance of the Specially Serviced Mortgage Loan.
In the event of a modification which creates a deferral of interest, the
Pooling and Servicing Agreement will provide that the amount of deferred
interest will be allocated to reduce the Distributable Certificate Interest of
the class or classes (other than the Class X Certificates) with the latest
alphabetical designation then outstanding, and to the extent so allocated, will
be added to the Certificate Balance of the class or classes.
The Special Servicer or the Master Servicer, as the case may be, will be
required to notify each other, the Mortgage Loan Sellers, Moody's, Fitch, and
the Trustee of any modification, waiver or amendment of any term of any
mortgage loan and will be required to deliver to the Trustee for deposit in the
related mortgage file, an original counterpart of the agreement related to the
modification, waiver or amendment, promptly following the execution. Copies of
each agreement whereby the modification, waiver or amendment of any
S-111
<PAGE>
term of any mortgage loan is effected are required to be available for review
during normal business hours at the offices of the Trustee. See "Description of
the Certificates--Reports to Certificateholders; Certain Available Information"
in this prospectus supplement.
DIRECTING CERTIFICATEHOLDER
The Directing Certificateholder will be entitled to advise the Special
Servicer with respect to the following actions of the Special Servicer with
respect to any Specially Serviced Mortgage Loan, and except as otherwise
described below, the Special Servicer will not be permitted to take any of the
following actions as to which the Directing Certificateholder has objected in
writing within 10 business days of having been notified thereof (provided that
if such written notice has not been received by the Special Servicer within the
10 business day period, the Directing Certificateholder will be deemed to have
waived its right to object):
(i) any foreclosure upon or comparable conversion (which may include
acquisitions of an REO Property) of the ownership of properties securing
such of the Specially Serviced Mortgage Loans as come into and continue in
default;
(ii) any modification of a monetary term of a Specially Serviced
Mortgage Loan;
(iii) any proposed sale of a defaulted mortgage loan or REO Property
(other than in connection with the termination of the trust as described
under "Description of Certificates--Termination; Retirement of
Certificates" in this prospectus supplement) for less than the applicable
Purchase Price;
(iv) any determination to bring an REO Property into compliance with
applicable environmental laws or to otherwise address hazardous material
located at an REO Property;
(v) any acceptance of substitute or additional collateral for a Specially
Serviced Mortgage Loan (other than in accordance with its terms);
(vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with
respect to a Specially Serviced Mortgage Loan; and
(vii) any acceptance of an assumption agreement releasing a borrower from
liability under a Specially Serviced Mortgage Loan other than in accordance
with its terms;
provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole), the Special Servicer may take any such action without
waiting for the Directing Certificateholder's response.
In addition, the Directing Certificateholder may direct the Special
Servicer to take, or to refrain from taking, other actions with respect to a
Specially Serviced Mortgage Loan as the Directing Certificateholder may deem
advisable; provided that no such direction may require or cause the Special
Servicer to violate any provision of the Pooling and Servicing Agreement or the
Servicing Standards.
Any costs and expenses incurred by the Special Servicer in obtaining such
consent will be borne by the Directing Certificateholder. In the event the
Special Servicer determines that a refusal to consent by the Directing
Certificateholder or any advice from the Directing Certificateholder would
cause the Special Servicer to violate the terms of the Pooling and Servicing
Agreement, including without limitation, the Servicing Standards, the Special
Servicer will be required to disregard such refusal to consent or advice and
notify the Directing Certificateholder, the Trustee, Moody's and Fitch.
LIMITATION ON LIABILITY OF DIRECTING CERTIFICATEHOLDER
The Directing Certificateholder will not be liable to the trust fund or
the Certificateholders for any action taken, or for refraining from the taking
of any action, in good faith pursuant to the Pooling and Servicing Agreement,
or for errors in judgment; provided, however, that the Directing
Certificateholder will not be protected against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of reckless disregard of obligations
or duties. Each Certificateholder acknowledges and agrees, by its acceptance of
its Certificates, that the Directing Certificateholder may have special
relationships and interests that conflict with those of holders of one or
S-112
<PAGE>
more classes of certificates, that the Directing Certificateholder may act
solely in the interests of the holders of the Controlling Class, that the
Directing Certificateholder does not have any duties to the holders of any
class of certificates other than the Controlling Class, that the Directing
Certificateholder may take actions that favor the interests of the holders of
the Controlling Class over the interests of the holders of one or more other
classes of certificates, that the Directing Certificateholder, absent willful
misfeasance, bad faith or negligence, will not be deemed to have been negligent
or reckless, or to have acted in bad faith or engaged in willful misconduct, by
reason of its having acted solely in the interests of the Controlling Class,
and that the Directing Certificateholder will have no liability whatsoever for
having so acted and that no Certificateholder may take any action whatsoever
against the Directing Certificateholder or any director, officer, employee,
agent or principal of the Directing Certificateholder for having so acted.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
Pursuant to the Pooling and Servicing Agreement, if a default on a
mortgage loan has occurred or, in the Special Servicer's judgment, a payment
default is imminent, the Special Servicer, on behalf of the Trustee, may at any
time institute foreclosure proceedings, exercise any power of sale contained in
the related Mortgage, obtain a deed in lieu of foreclosure or otherwise acquire
title to the related Mortgaged Property, by operation of law or otherwise. The
Special Servicer is not permitted, however, to acquire title to any Mortgaged
Property or take any other action with respect to any Mortgaged Property that
would cause the Trustee, for the benefit of the Certificateholders, or any
other specified person to be considered to hold title to, to be a
"mortgagee-in-possession" of or to be an "owner" or an "operator" of the
Mortgaged Property within the meaning of certain federal environmental laws,
unless the Special Servicer has previously received a report prepared by a
person who regularly conducts environmental audits (which report will be paid
for by the Master Servicer as a Servicing Advance) and either:
(1) the report indicates that (a) the Mortgaged Property is in compliance
with applicable environmental laws and regulations and (b) there are no
circumstances or conditions present at the Mortgaged Property that have
resulted in any contamination for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any applicable
environmental laws and regulations; or
(2) the Special Servicer, based solely (as to environmental matters and
related costs) on the information set forth in the report, determines that
taking those actions as are necessary to bring the Mortgaged Property into
compliance with applicable environmental laws and regulations and/or taking
the actions contemplated by clause (1)(b) above, is reasonably likely to
produce a greater recovery, taking into account the time value of money,
than not taking those actions. See "Certain Legal Aspects of Mortgage
Loans--Environmental Risks" in the prospectus.
The Pooling and Servicing Agreement grants to the majority holder of the
Controlling Class, the Special Servicer and the Master Servicer, in that order,
a right of first refusal to purchase from the trust fund, at the Purchase
Price, any mortgage loan as to which a specified number of scheduled payments
are delinquent. In addition, the Special Servicer may offer to sell any
defaulted mortgage loan if and when the Special Servicer determines, consistent
with the Servicing Standards, that the sale would produce a greater recovery,
taking into account the time value of money, than would liquidation of the
related Mortgaged Property. In the absence of the sale, the Special Servicer
will generally be required to proceed against the related Mortgaged Property,
subject to the discussion above.
If title to any Mortgaged Property is acquired by the trust fund, the
Special Servicer, on behalf of the trust fund, will be required to sell the
Mortgaged Property prior to the close of the third calendar year beginning
after the year of acquisition, unless (1) the Internal Revenue Service (the
"IRS") grants an extension of time to sell the property or (2) the Trustee
receives an opinion of independent counsel to the effect that the holding of
the property by the trust fund longer than the above-referenced three year
period will not result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC or cause the trust fund (or either the Upper-Tier
REMIC or the Lower-Tier REMIC) to fail to qualify as a REMIC under the Code at
any time that any Certificate is outstanding. Subject to the foregoing and any
other tax-related limitations, pursuant to the Pooling and Servicing Agreement,
the Special Servicer will generally be required to attempt to sell any
Mortgaged Property so acquired on the same terms and conditions it would if it
were
S-113
<PAGE>
the owner. The Special Servicer will also be required to ensure that any
Mortgaged Property acquired by the trust fund is administered so that it
constitutes "foreclosure property" within the meaning of Code Section
860G(a)(8) at all times, that the sale of the property does not result in the
receipt by the trust fund of any income from nonpermitted assets as described
in Code Section 860F(a)(2)(B). If the trust fund acquires title to any
Mortgaged Property, the Special Servicer, on behalf of the trust fund, will
retain, at the expense of the trust fund, an independent contractor to manage
and operate the property. The independent contractor generally will be
permitted to perform construction (including renovation) on a foreclosed
property only if the construction was at least 10% completed at the time
default on the related mortgage loan became imminent. The retention of an
independent contractor, however, will not relieve the Special Servicer of its
obligation to manage the Mortgaged Property as required under the Pooling and
Servicing Agreement.
Generally, neither the Upper-Tier REMIC nor the Lower-Tier REMIC will be
taxable on income received with respect to a Mortgaged Property acquired by the
trust fund to the extent that it constitutes "rents from real property," within
the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the
Code. Rents from real property include fixed rents and rents based on the
receipts or sales of a tenant but do not include the portion of any rental
based on the net income or profit of any tenant or sub-tenant. No determination
has been made whether rent on any of the Mortgaged Properties meets this
requirement. Rents from real property include charges for services customarily
furnished or rendered in connection with the rental of real property, whether
or not the charges are separately stated. Services furnished to the tenants of
a particular building will be considered as customary if, in the geographic
market in which the building is located, tenants in buildings which are of
similar class are customarily provided with the service. No determination has
been made whether the services furnished to the tenants of the Mortgaged
Properties are "customary" within the meaning of applicable regulations. It is
therefore possible that a portion of the income with respect to a Mortgaged
Property owned by the trust fund attributable to any non-qualifying services,
would not constitute rents from real property, or that all income would not
qualify if no separate charge was stated for the non-customary services or they
were not performed by an independent contractor. Rents from real property also
do not include income from the operation of a trade or business on the
Mortgaged Property, such as a hotel. Any of the foregoing types of income may
instead constitute "net income from foreclosure property," which would be
taxable to the Lower-Tier REMIC at the highest marginal federal corporate rate
(currently 35%) and may also be subject to state or local taxes. The Pooling
and Servicing Agreement provides that the Special Servicer will be permitted to
cause the Lower-Tier REMIC to earn "net income from foreclosure property" that
is subject to tax if it determines that the net after-tax benefit to
Certificateholders is greater than another method of operating or net leasing
the Mortgaged Property. Because these sources of income, if they exist, are
already in place with respect to the Mortgaged Properties, it is generally
viewed as beneficial to Certificateholders to permit the trust fund to continue
to earn them if it acquires a Mortgaged Property, even at the cost of this tax.
These taxes would be chargeable against the related income for purposes of
determining the proceeds available for distribution to holders of Certificates.
See "Certain Federal Income Tax Consequences--Federal Income Tax Consequences
for REMIC Certificates--Taxes That May Be Imposed on the REMIC Pool" in the
prospectus.
To the extent that Liquidation Proceeds collected with respect to any
mortgage loan are less than the sum of: (1) the outstanding principal balance
of the mortgage loan, (2) interest accrued on the mortgage loan and (3) the
aggregate amount of outstanding reimbursable expenses (including any
unreimbursed Servicing Advances and unpaid and accrued interest on those
Servicing Advances) incurred with respect to the mortgage loan, then the trust
fund will realize a loss in the amount of the shortfall. The Trustee, the
Master Servicer and/or the Special Servicer will be entitled to reimbursement
out of the Liquidation Proceeds recovered on any mortgage loan, prior to the
distribution of those Liquidation Proceeds to Certificateholders, of any and
all amounts that represent unpaid servicing compensation in respect of the
related mortgage loan, certain unreimbursed expenses incurred with respect to
the mortgage loan and any unreimbursed Advances made with respect to the
mortgage loan. In addition, amounts otherwise distributable on the Certificates
will be further reduced by interest payable to the Master Servicer, the Special
Servicer or Trustee on these Advances.
If any Mortgaged Property suffers damage and the proceeds, if any, of the
related hazard insurance policy are insufficient to restore fully the damaged
property, the Master Servicer will not be required to
S-114
<PAGE>
advance the funds to effect the restoration unless (1) the Special Servicer
determines that the restoration will increase the proceeds to
Certificateholders on liquidation of the mortgage loan after reimbursement of
the Special Servicer or the Master Servicer, as the case may be, for its
expenses and (2) the Master Servicer determines that the expenses will be
recoverable by it from related Insurance and Condemnation Proceeds and
Liquidation Proceeds.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The Master Servicer will be required to perform or cause to be performed
(at its own expense), physical inspections of each Mortgaged Property securing
a Mortgage Note with a Stated Principal Balance of (A) $2,000,000 or more at
least once every 12 months and (B) less than $2,000,000 at least once every 24
months, in each case commencing in calendar year 2001; provided, however, that
if any scheduled payment becomes more than 60 days delinquent on the related
mortgage loan, the Special Servicer is required to inspect the related
Mortgaged Property as soon as practicable after the mortgage loan becomes a
Specially Serviced Mortgage Loan and annually thereafter for so long as the
mortgage loan remains a Specially Serviced Mortgage Loan (the cost of which
inspection will be an expense of the trust fund to the extent not reimbursable
out of penalty charges recovered on the Specially Serviced Mortgage Loan). The
Special Servicer or the Master Servicer, as applicable, will be required to
prepare a written report of the inspection describing, among other things, the
condition of and any damage to the Mortgaged Property and specifying the
existence of any material vacancies in the Mortgaged Property of which it has
knowledge, of any sale, transfer or abandonment of the Mortgaged Property, of
any material change in the condition of the Mortgaged Property, or of any waste
committed on the Mortgaged Property.
With respect to each mortgage loan that requires the borrower to deliver
those statements, the Special Servicer or the Master Servicer, as applicable,
is also required to collect and review the annual operating statements of the
related Mortgaged Property. Most of the Mortgages obligate the related borrower
to deliver annual property operating statements. However, we cannot assure you
that any operating statements required to be delivered will in fact be
delivered, nor is the Special Servicer or the Master Servicer likely to have
any practical means of compelling the delivery in the case of an otherwise
performing mortgage loan.
Copies of the inspection reports and operating statements referred to
above are to be available for review by Certificateholders during normal
business hours at the offices of the Paying Agent. See "Description of the
Certificates--Reports to Certificateholders; Certain Available Information" in
this prospectus supplement.
CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
DEPOSITOR
The Pooling and Servicing Agreement permits the Master Servicer and the
Special Servicer to resign from their respective obligations only upon (a) in
the case of the Master Servicer only, the appointment of, and the acceptance of
the appointment by, a successor and receipt by the Trustee of written
confirmation from each of Moody's and Fitch that the resignation and
appointment will, in and of itself, not cause a downgrade, withdrawal or
qualification of the then-current rating assigned by Moody's or Fitch to any
class of certificates; provided that with respect to the resignation of the
Master Servicer, Chase will have been offered the opportunity to accept the
appointment and Chase and the Master Servicer have been unable to agree upon
terms or Chase has declined or otherwise been unable to accept that
appointment, or (b) a determination that their respective obligations are no
longer permissible with respect to the Master Servicer or the Special Servicer,
as the case may be, under applicable law. No resignation will become effective
until the Trustee or other successor has assumed the obligations and duties of
the resigning Master Servicer or Special Servicer, as the case may be, under
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement will provide that none of the Master
Servicer, the Special Servicer, the Depositor or any director, officer,
employee or agent of any of them will be under any liability to the trust fund
or the Certificateholders for any action taken, or not taken, in good faith
pursuant to the Pooling and Servicing Agreement or for errors in judgment;
provided, however, that none of the Master Servicer, the Special Servicer, the
Depositor or similar person will be protected against any liability that
S-115
<PAGE>
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of obligations or duties under the Pooling and
Servicing Agreement or by reason of negligent disregard of the obligations and
duties. The Pooling and Servicing Agreement will also provide that the Master
Servicer, the Special Servicer, the Depositor and any general partner of the
foregoing and any director, officer, employee or agent of any of them will be
entitled to indemnification by the trust fund against any loss, liability or
expense incurred in connection with any legal action or claim that relates to
the Pooling and Servicing Agreement or the Certificates; provided, however,
that the indemnification will not extend to any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of obligations or duties under the Pooling and Servicing Agreement,
by reason of negligent disregard of the obligations or duties, or in the case
of the Depositor and any of its directors, officers, members, managers,
employees and agents, any violation by any of them of any state or federal
securities law.
In addition, the Pooling and Servicing Agreement will provide that none of
the Master Servicer, the Special Servicer or the Depositor will be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective responsibilities under the Pooling and Servicing
Agreement or that in its opinion may involve it in any expense or liability not
reimbursed by the trust fund. However, each of the Master Servicer, the Special
Servicer and the Depositor will be permitted, in the exercise of its
discretion, to undertake any action that it may deem necessary or desirable
with respect to the enforcement and/or protection of the rights and duties of
the parties to the Pooling and Servicing Agreement and the interests of the
Certificateholders under the Pooling and Servicing Agreement. In that event,
the legal expenses and costs of the action, and any liability resulting
therefrom, will be expenses, costs and liabilities of the Certificateholders,
and the Master Servicer, the Special Servicer or the Depositor, as the case may
be, will be entitled to charge the Certificate Account for the expenses.
Pursuant to the Pooling and Servicing Agreement, the Master Servicer and
Special Servicer will each be required to maintain a fidelity bond and errors
and omissions policy or their equivalent that provides coverage against losses
that may be sustained as a result of an officer's or employee's
misappropriation of funds or errors and omissions, subject to certain
limitations as to amount of coverage, deductible amounts, conditions,
exclusions and exceptions permitted by the Pooling and Servicing Agreement.
Notwithstanding the foregoing, the Master Servicer will be allowed to
self-insure with respect to an errors and omission policy and a fidelity bond
so long as certain conditions set forth in the Pooling and Servicing Agreement
are met.
Any person into which the Master Servicer, the Special Servicer or the
Depositor may be merged or consolidated, or any person resulting from any
merger or consolidation to which the Master Servicer, the Special Servicer or
the Depositor is a party, or any person succeeding to the business of the
Master Servicer, the Special Servicer or the Depositor, will be the successor
of the Master Servicer, the Special Servicer or the Depositor, as the case may
be, under the Pooling and Servicing Agreement. The Master Servicer and the
Special Servicer may have other normal business relationships with the
Depositor or the Depositor's affiliates.
EVENTS OF DEFAULT
"Events of Default" under the Pooling and Servicing Agreement with respect
to the Master Servicer or the Special Servicer, as the case may be, will
include, without limitation:
(a) (A) any failure by the Master Servicer to make a required deposit to
the Certificate Account on the day such deposit was first required to be
made, which failure is not remedied within one business day, or (B) any
failure by the Master Servicer to deposit into, or remit to the Paying
Agent for deposit into, the Distribution Account any amount required to be
so deposited or remitted, which failure is not remedied by 10:00 a.m. (New
York City time) on the relevant Distribution Date;
(b) any failure by the Special Servicer to deposit into the REO Account
on the day such deposit is required to be made, or to remit to the Master
Servicer for deposit in the Certificate Account any such remittance
required to be made by the Special Servicer on the day such remittance is
required to be made under the Pooling and Servicing Agreement;
S-116
<PAGE>
(c) any failure by the Master Servicer or the Special Servicer duly to
observe or perform in any material respect any of its other covenants or
obligations under the Pooling and Servicing Agreement, which failure
continues unremedied for 30 days (10 days in the case of a failure to make
a Servicing Advance or 15 days in the case of a failure to pay the premium
for any insurance policy required to be maintained under the Pooling and
Servicing Agreement) after written notice of the failure has been given to
the Master Servicer or the Special Servicer, as the case may be, by any
other party to the Pooling and Servicing Agreement, or to the Master
Servicer or the Special Servicer, as the case may be, with a copy to each
other party to the related Pooling and Servicing Agreement, by
Certificateholders of any class, evidencing, as to that class, percentage
interests aggregating not less than 25%; provided, however, if that failure
is capable of being cured and the Master Servicer or Special Servicer, as
applicable, is diligently pursuing that cure, that 30-day period will be
extended an additional 30 days;
(d) any breach on the part of the Master Servicer or the Special Servicer
of any representation or warranty in the Pooling and Servicing Agreement
which materially and adversely affects the interests of any class of
Certificateholders and which continues unremedied for a period of 30 days
after the date on which notice of that breach, requiring the same to be
remedied, will have been given to the Master Servicer or the Special
Servicer, as the case may be, by the Depositor or the Trustee, or to the
Master Servicer, the Special Servicer, the Depositor and the Trustee by the
holders of Certificates of any class evidencing, as to that class,
percentage interests aggregating not less than 25%; provided, however, if
that breach is capable of being cured and the Master Servicer or Special
Servicer, as applicable, is diligently pursuing that cure, that 30-day
period will be extended an additional 30 days;
(e) certain events of insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings in respect of or relating to
the Master Servicer or the Special Servicer, and certain actions by or on
behalf of the Master Servicer or the Special Servicer indicating its
insolvency or inability to pay its obligations; and
(f) the Trustee has received written notice from Moody's or Fitch that
the continuation of the Master Servicer or the Special Servicer in that
capacity would result, or has resulted, in a downgrade or withdrawal of any
rating then assigned by Moody's or Fitch to any class of Certificates;
provided that the publication of a ratings watch due to the continuation of
the Special Servicer with respect to the Certificates will be deemed notice
for purposes of this section (f).
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default occurs with respect to the Master Servicer or the
Special Servicer under the Pooling and Servicing Agreement, then, so long as
the Event of Default remains unremedied, the Depositor or the Trustee will be
authorized, and at the direction of Certificateholders entitled to not less
than 51% of the Voting Rights, the Trustee will be required, to terminate all
of the rights and obligations of the defaulting party as Master Servicer or
Special Servicer, as applicable, under the Pooling and Servicing Agreement. If
the Master Servicer is terminated due to certain Events of Default, subject to
the rights of Chase, as described below, the Trustee will solicit bids for such
servicing rights and deliver the net proceeds of any resulting sale to the
Master Servicer. If the Master Servicer is terminated, Chase will be offered
the opportunity to accept the appointment. If Chase and the Master Servicer
have been unable to agree upon terms or Chase has declined or otherwise been
unable to accept that appointment, then subject to the bid process described
above, the Trustee will succeed to all of the responsibilities, duties and
liabilities of the Master Servicer as described below. The Trustee, or the
Master Servicer with respect to a termination of the Special Servicer, will
then succeed to all of the responsibilities, duties and liabilities of the
defaulting party as Master Servicer or Special Servicer, as applicable, under
the Pooling and Servicing Agreement and will be entitled to similar
compensation arrangements. If the Trustee is unwilling or unable so to act, it
may (or, at the written request of Certificateholders entitled to not less than
51% of the Voting Rights, it will be required to) appoint, or petition a court
of competent jurisdiction to appoint, a loan servicing institution or other
entity that would not result in the downgrading, qualification or withdrawal of
the ratings assigned to any class of Certificates by either of Moody's or Fitch
to act as successor to the Master Servicer or Special Servicer, as the case may
be, under the Pooling and Servicing Agreement.
S-117
<PAGE>
No Certificateholder will have any right under the Pooling and Servicing
Agreement to institute any proceeding with respect to the Certificates or the
Pooling and Servicing Agreement unless the holder previously has given to the
Trustee written notice of default and the continuance of the default and unless
the holders of Certificates of any class evidencing not less than 25% of the
aggregate Percentage Interests constituting the class have made written request
upon the Trustee to institute a proceeding in its own name (as Trustee) and
have offered to the Trustee reasonable indemnity, and the Trustee for 60 days
after receipt of the request and indemnity has neglected or refused to
institute the proceeding. However, the Trustee will be under no obligation to
exercise any of the trusts or powers vested in it by the Pooling and Servicing
Agreement or to institute, conduct or defend any related litigation at the
request, order or direction of any of the Certificateholders, unless the
Certificateholders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred as a result.
AMENDMENT
The Pooling and Servicing Agreement may be amended by the parties thereto,
without the consent of any of the holders of Certificates:
(a) to cure any ambiguity;
(b) to correct or supplement any of its provisions which may be
inconsistent with any other provisions or to correct any error;
(c) to change the timing and/or nature of deposits in the Certificate
Account, the Distribution Accounts or the REO Account, provided that (A)
the Servicer Remittance Date shall in no event be later than the related
Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment)
and (C) the change would not result in the downgrading, qualification or
withdrawal of the then-current ratings assigned to any class of
Certificates by either of Moody's or Fitch, as evidenced by a letter from
each of Moody's and Fitch;
(d) to modify, eliminate or add to any of its provisions (A) to the
extent as will be necessary to maintain the qualification of either the
Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, to maintain the grantor
trust portion of the trust fund as a grantor trust or to avoid or minimize
the risk of imposition of any tax on the trust fund, provided that the
Trustee has received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or
desirable to maintain qualification or to avoid or minimize the risk and
(2) the action will not adversely affect in any material respect the
interests of any holder of the Certificates or (B) to restrict the transfer
of the Residual Certificates, provided that the Depositor has determined
that the amendment will not give rise to any tax with respect to the
transfer of the Residual Certificates to a non-permitted transferee. See
"Certain Federal Income Tax Consequences--Federal Income Tax Consequences
for REMIC Certificates--Taxation of Residual Certificates--Tax-Related
Restrictions on Transfer of Residual Certificates" in the prospectus;
(e) to make any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change,
provided that the required action will not adversely affect in any material
respect the interests of any Certificateholder (unless the affected
Certificateholder consents in writing to such amendment), as evidenced by
an opinion of counsel and written confirmation that the change would not
result in the downgrading, qualification or withdrawal of the ratings
assigned to any class of Certificates by either of Moody's or Fitch;
(f) to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the ratings assigned to each
class of Certificates by each of Moody's and Fitch, as evidenced by written
confirmation that the change would not result in the downgrading,
qualification or withdrawal of the then-current ratings assigned to any
class of Certificates by either of Moody's or Fitch; or
(g) if any provision of the Pooling and Servicing Agreement is
inconsistent with the description thereof or contradicts any statement in
this prospectus supplement, such provision may be amended to correct such
inconsistency or remove such contradiction.
S-118
<PAGE>
The Pooling and Servicing Agreement may also be amended by the parties
thereto with the consent of the holders of Certificates of each class affected
thereby evidencing, in each case, not less than 66 2/3% of the aggregate
Percentage Interests constituting the class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of
the holders of the Certificates, except that the amendment may not (1) reduce
in any manner the amount of, or delay the timing of, payments received on the
mortgage loans which are required to be distributed on a Certificate of any
class without the consent of the holder of that Certificate, (2) reduce the
aforesaid percentage of Certificates of any class the holders of which are
required to consent to the amendment without the consent of the holders of all
Certificates of that class then outstanding, (3) adversely affect the Voting
Rights of any class of Certificates or (4) amend the Servicing Standards
without the consent of the holders of all Certificates of the classes then
outstanding.
Notwithstanding the foregoing, the Trustee will not be required to consent
to any amendment to the Pooling and Servicing Agreement without having first
received an opinion of counsel (at the trust fund's expense) to the effect that
the amendment is permitted under the Pooling and Servicing Agreement and that
the amendment or the exercise of any power granted to the Master Servicer, the
Special Servicer, the Depositor, the Trustee or any other specified person in
accordance with the amendment, will not result in the imposition of a tax on
any portion of the trust fund or cause either the Upper-Tier REMIC or
Lower-Tier REMIC to fail to qualify as a REMIC or cause the grantor trust
portion of the trust fund to fail to qualify as a grantor trust.
S-119
<PAGE>
YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any Offered Certificate will depend on: (1) the
Pass-through Rate for the Certificate; (2) the price paid for the Certificate
and, if the price was other than par, the rate and timing of payments of
principal on the Certificate; (3) the aggregate amount of distributions on the
Certificate; and (4) the aggregate amount of Collateral Support Deficit amounts
allocated to a class of Offered Certificates.
Pass-Through Rate. The Pass-through Rate applicable to each class of
Offered Certificates for any Distribution Date will equal the rate set forth on
the cover of this prospectus supplement. See "Description of the Certificates"
in this prospectus supplement.
Rate and Timing of Principal Payments. The yield to holders of Offered
Certificates that are purchased at a discount or premium will be affected by
the rate and timing of principal payments on the mortgage loans (including
principal prepayments on the mortgage loans resulting from both voluntary
prepayments by the mortgagors and involuntary liquidations). The rate and
timing of principal payments on the mortgage loans will in turn be affected by
their amortization schedules, Lockout Periods, Yield Maintenance Charges, the
dates on which balloon payments are due, any extensions of maturity dates by
the Master Servicer or the Special Servicer and the rate and timing of
principal prepayments and other unscheduled collections on the mortgage loans
(including for this purpose, collections made in connection with liquidations
of mortgage loans due to defaults, casualties or condemnations affecting the
Mortgaged Properties, or purchases of mortgage loans out of the trust fund). In
addition, although the borrowers under the APD Loans may have certain
incentives to prepay the APD Loans on their Anticipated Prepayment Dates, we
cannot assure you that the borrowers will be able to prepay the APD Loans on
their Anticipated Prepayment Dates. The failure of a borrower to prepay an APD
Loan on its Anticipated Prepayment Date will not be an event of default under
the terms of the APD Loans, and pursuant to the terms of the Pooling and
Servicing Agreement, neither the Master Servicer nor the Special Servicer will
be permitted to take any enforcement action with respect to a borrower's
failure to pay Excess Interest, other than requests for collection, until the
scheduled maturity of the respective APD Loan; provided, that the Master
Servicer or the Special Servicer, as the case may be, may take action to
enforce the trust fund's right to apply excess cash flow to principal in
accordance with the terms of the APD Loan documents. See "Risk
Factors--Borrower May Be Unable to Repay Remaining Principal Balance on
Maturity Date or Anticipated Prepayment Date" in this prospectus supplement.
Prepayments and, assuming the respective stated maturity dates for the
mortgage loans have not occurred, liquidations and purchases of the mortgage
loans, will result in distributions on the Offered Certificates of amounts that
would otherwise be distributed over the remaining terms of the mortgage loans.
Defaults on the mortgage loans, particularly at or near their stated maturity
dates, may result in significant delays in payments of principal on the
mortgage loans (and, accordingly, on the Offered Certificates) while work-outs
are negotiated or foreclosures are completed. See "Servicing of the Mortgage
Loans--Modifications, Waiver and Amendments" and "--Realization Upon Defaulted
Mortgage Loans" in this prospectus supplement and "Certain Legal Aspects of
Mortgage Loans--Foreclosure" in the prospectus. In general, the Class X
Certificates will be extremely sensitive to the rate of principal prepayments
and principal losses. Because the rate of principal payments on the mortgage
loans will depend on future events and a variety of factors (as described
below), we cannot assure you as to the rate of payments 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 mortgage loans comparable to the mortgage loans.
The extent to which the yield to maturity of any class of Offered
Certificates may vary from the anticipated yield will depend upon the degree to
which the Certificates are purchased at a discount or premium and when, and to
what degree, payments of principal on the mortgage loans are in turn
distributed on the Certificates. An investor should consider, in the case of
any Offered Certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the mortgage loans will result in an
actual yield to the investor that is lower than the anticipated yield and, in
the case of any Offered Certificate purchased at a premium, particularly the
Class X Certificates, the risk that a faster than
S-120
<PAGE>
anticipated rate of principal payments on the mortgage loans will result in an
actual yield to the investor that is lower than the anticipated yield. In
general, the earlier a payment of principal is distributed on an Offered
Certificate purchased at a discount or premium, the greater will be the effect
on an investor's yield to maturity. As a result, the effect on an investor's
yield of principal payments distributed on an investor's Offered Certificates
occurring at a rate higher (or lower) than the rate anticipated by the investor
during any particular period would not be fully offset by a subsequent like
reduction (or increase) in the rate of principal payments.
Principal payments (whether resulting from differences in amortization
terms, prepayments following expirations of the respective prepayment Lock-out
Periods or otherwise) on the mortgage loans will affect the Pass-through Rate
of the Class X and Class E Certificates and, to the extent the weighted average
Net Mortgage Rate would be reduced below the fixed Pass-through Rate on those
classes, the Class A, Class B, Class C and Class D Certificates, for one or
more future periods and therefore will also affect the yield on those classes.
The yield on the Class X, Class B, Class C, Class D and Class E
Certificates could be adversely affected if mortgage loans with higher interest
rates pay faster than the mortgage loans with lower interest rates, since those
classes bear interest at a rate limited by the weighted average Net Mortgage
Rate of the mortgage loans. The pass-through rates on those classes of
certificates may be limited by the weighted average of the net interest rates
on the mortgage loans even if principal prepayments do not occur.
Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which the holders are required to bear the
effects of any losses or shortfalls on the mortgage loans. Losses and other
shortfalls on the mortgage loans will generally be borne by the holders of the
Class M, Class L, Class K, Class J, Class I, Class H, Class G, Class F, Class
E, Class D, Class C and Class B Certificates, in that order, and in each case
to the extent of amounts otherwise distributable in respect of the class of
Certificates. In the event of the reduction of the Certificate Balances of all
those classes of Certificates to zero, the resulting losses and shortfalls will
then be borne, pro rata, by the Class A-1 and Class A-2 Certificates (and Class
X Certificates with respect to shortfalls of interest).
Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on the mortgage loans may be affected by a
number of factors, including, without limitation, prevailing interest rates,
the terms of the mortgage loans (for example, due-on-sale clauses or Lock-out
Periods and amortization terms that require balloon payments), the demographics
and relative economic vitality of the areas in which the Mortgaged Properties
are located and the general supply and demand for rental properties in those
areas, the quality of management of the Mortgaged Properties, the servicing of
the mortgage loans, possible changes in tax laws and other opportunities for
investment. See "Risk Factors" and "Description of the Mortgage Pool" in this
prospectus supplement and "Risk Factors" and "Yield and Maturity
Considerations--Yield and Prepayment Considerations" in the prospectus.
The rate of prepayment on the pool of mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level as the mortgage loans. When the prevailing market
interest rate is below a mortgage coupon, a borrower may have an increased
incentive to refinance its mortgage loan. However, under all of the mortgage
loans, voluntary prepayments are subject to Lock-out Periods and Yield
Maintenance Periods. See "Description of the Mortgage Pool--Certain Terms and
Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus
supplement.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity in the Mortgaged
Property, to meet cash flow needs or to make other investments. In addition,
some borrowers may be motivated by federal and state tax laws (which are
subject to change) to sell Mortgaged Properties prior to the exhaustion of tax
depreciation benefits.
The Depositor makes no representation as to the particular factors that
will affect the rate and timing of prepayments and defaults on the mortgage
loans, as to the relative importance of those factors, as to the percentage of
the principal balance of the mortgage loans that will be prepaid or as to which
a default will have occurred as of any date or as to the overall rate of
prepayment or default on the mortgage loans.
S-121
<PAGE>
Delay in Payment of Distributions. Because each monthly distribution is
made on each Distribution Date, which is at least 15 days after the end of the
related Interest Accrual Period, the effective yield to the holders of the
Offered Certificates will be lower than the yield that would otherwise be
produced by the applicable Pass-through Rates and purchase prices (assuming the
prices did not account for the delay).
Unpaid Distributable Certificate Interest. As described under "Description
of the Certificates--Distributions--Priority" in this prospectus supplement, if
the portion of the Available Distribution Amount distributable in respect of
interest on any class of Offered Certificates on any Distribution Date is less
than the Distributable Certificate Interest then payable for that class, the
shortfall will be distributable to holders of that class of Certificates on
subsequent Distribution Dates, to the extent of available funds. The shortfall
will not bear interest, however, so it will negatively affect the yield to
maturity of the class of Certificates for so long as it is outstanding.
WEIGHTED AVERAGE LIFE
The weighted average life of an Offered Certificate (other than the Class
X Certificates) refers to the average amount of time that will elapse from the
date of its issuance until each dollar allocable to principal of the
Certificate is distributed to the investor. The weighted average life of an
Offered Certificate will be influenced by, among other things, the rate at
which principal on the mortgage loans is paid or otherwise collected, which may
be in the form of scheduled amortization, voluntary prepayments, Insurance and
Condemnation Proceeds and Liquidation Proceeds.
Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this prospectus supplement is the "Constant Prepayment
Rate" or "CPR" model. The CPR model represents an assumed constant annual rate
of prepayment each month, expressed as a per annum percentage of the
then-scheduled principal balance of the pool of mortgage loans. As used in each
of the following tables, the column headed "0% CPR" assumes that none of the
mortgage loans is prepaid before maturity or the Anticipated Prepayment Date,
as the case may be. The columns headed "3% CPR", "6% CPR", "9% CPR" and "12%
CPR" assume that prepayments on the mortgage loans are made at those levels of
CPR following the expiration of any Lock-out Period. We cannot assure you,
however, that prepayments of the mortgage loans will conform to any level of
CPR, and no representation is made that the mortgage loans will prepay at the
levels of CPR shown or at any other prepayment rate.
The following tables indicate the percentage of the initial Certificate
Balance of each class of the Offered Certificates (other than the Class X
Certificates) that would be outstanding after each of the dates shown at
various CPRs and the corresponding weighted average life of each class of
Certificates. The tables have been prepared on the basis of the following
assumptions, among others:
(a) scheduled periodic payments of principal and/or interest on the
mortgage loans (or, with respect to 1 mortgage loan, representing
approximately 0.77% of the Initial Pool Balance, periodic payments of
interest-only over the term of the mortgage loan and the payment of the
entire principal amount of the mortgage loan at maturity, and with respect
to 1 mortgage loan, representing approximately 1.94% of the Initial Pool
Balance, scheduled periodic payments of interest-only over the first 25
months of its term and then principal and interest in accordance with the
amortization schedule) will be received on a timely basis and will be
distributed on each Distribution Date, beginning in January 2001;
(b) the Mortgage Rate in effect for each mortgage loan as of the cut-off
date will remain in effect to maturity or the Anticipated Prepayment Date,
as the case may be, and will be adjusted as required pursuant to the
definition of Mortgage Rate;
(c) the periodic principal and/or interest payment due for each mortgage
loan on the first due date following the cut-off date will continue to be
due on each due date until maturity or the Anticipated Prepayment Date, as
the case may be;
(d) any principal prepayments on the mortgage loans will be received on
their respective due dates after the expiration of any applicable Lock-out
Period, defeasance period and/or Yield Maintenance Period at the respective
levels of CPR set forth in the tables;
S-122
<PAGE>
(e) No Mortgage Loan Seller will be required to repurchase any mortgage
loan, and none of the Master Servicer, the Special Servicer, the holders of
the Controlling Class or the holders of the Class LR Certificates will
exercise its option to purchase all the mortgage loans and thereby cause an
early termination of the trust fund;
(f) the Closing Date is December 20, 2000;
(g) the APD Loans prepay on their Anticipated Prepayment Dates; and
(h) the Pass-through Rates and initial Certificate Balances of the
respective classes of Certificates are as described in this Prospectus
Supplement.
To the extent that the mortgage loans have characteristics that differ
from those assumed in preparing the tables set forth below, a class of Offered
Certificates (other than the Class X Certificates) may mature earlier or later
than indicated by the tables. It is highly unlikely that the mortgage loans
will prepay at any constant rate until maturity or that all the mortgage loans
will prepay at the same rate. In addition, variations in the actual prepayment
experience and the balance of the mortgage loans that prepay may increase or
decrease the percentages of initial Certificate Balances (and weighted average
lives) shown in the following tables. These variations may occur even if the
average prepayment experience of the mortgage loans were to equal any of the
specified CPR percentages. Investors are urged to conduct their own analyses of
the rates at which the mortgage loans may be expected to prepay. Based on the
foregoing assumptions, the following tables indicate the resulting weighted
average lives of each class of Offered Certificates (other than the Class X
Certificates) and set forth the percentage of the initial Certificate Balance
of the class of the Offered Certificate that would be outstanding after each of
the dates shown at the indicated CPRs.
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
--------------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Initial Percent ............................. 100 100 100 100 100
December 15, 2001 ........................... 95 95 95 95 95
December 15, 2002 ........................... 90 90 90 90 90
December 15, 2003 ........................... 84 84 84 84 84
December 15, 2004 ........................... 78 78 78 78 78
December 15, 2005 ........................... 54 54 54 54 54
December 15, 2006 ........................... 46 46 46 46 46
December 15, 2007 ........................... 30 30 30 30 30
December 15, 2008 ........................... 22 22 22 22 22
December 15, 2009 ........................... 12 12 12 12 12
December 15, 2010 ........................... 0 0 0 0 0
Weighted Average Life (Years)(1) ............ 5.7 5.7 5.7 5.7 5.7
Estimated Month of First Principal .......... 1/15/01 1/15/01 1/15/01 1/15/01 1/15/01
Estimated Month of Maturity ................. 5/15/10 5/15/10 5/15/10 5/15/10 5/15/10
</TABLE>
----------
(1) The weighted average life of the Class A-1 Certificates is determined by
(a) multiplying the amount of each principal distribution on it by the
number of years from the date of issuance of the Class A-1 Certificates
to the related Distribution Date, (b) summing the results and (c)
dividing the sum by the aggregate amount of the reductions in the
principal balance of the Class A-1 Certificates.
S-123
<PAGE>
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-2 CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
--------------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Initial Percent ............................. 100 100 100 100 100
December 15, 2001 ........................... 100 100 100 100 100
December 15, 2002 ........................... 100 100 100 100 100
December 15, 2003 ........................... 100 100 100 100 100
December 15, 2004 ........................... 100 100 100 100 100
December 15, 2005 ........................... 100 100 100 100 100
December 15, 2006 ........................... 100 100 100 100 100
December 15, 2007 ........................... 100 100 100 100 100
December 15, 2008 ........................... 100 100 100 100 100
December 15, 2009 ........................... 100 100 100 100 100
December 15, 2010 ........................... 0 0 0 0 0
Weighted Average Life (Years)(1) ............ 9.79 9.79 9.78 9.78 9.78
Estimated Month of First Principal .......... 5/15/10 5/15/10 5/15/10 5/15/10 5/15/10
Estimated Month of Maturity ................. 12/15/10 12/15/10 12/15/10 12/15/10 12/15/10
</TABLE>
----------
(1) The weighted average life of the Class A-2 Certificates is determined by
(a) multiplying the amount of each principal distribution on it by the
number of years from the date of issuance of the Class A-2 Certificates
to the related Distribution Date, (b) summing the results and (c)
dividing the sum by the aggregate amount of the reductions in the
principal balance of the Class A-2 Certificates.
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS B CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
--------------------------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Initial Percent ............................. 100 100 100 100 100
December 15, 2001 ........................... 100 100 100 100 100
December 15, 2002 ........................... 100 100 100 100 100
December 15, 2003 ........................... 100 100 100 100 100
December 15, 2004 ........................... 100 100 100 100 100
December 15, 2005 ........................... 100 100 100 100 100
December 15, 2006 ........................... 100 100 100 100 100
December 15, 2007 ........................... 100 100 100 100 100
December 15, 2008 ........................... 100 100 100 100 100
December 15, 2009 ........................... 100 100 100 100 100
December 15, 2010 ........................... 0 0 0 0 0
Weighted Average Life (Years)(1) ............ 9.99 9.99 9.99 9.99 9.99
Estimated Month of First Principal .......... 12/15/10 12/15/10 12/15/10 12/15/10 12/15/10
Estimated Month of Maturity ................. 12/15/10 12/15/10 12/15/10 12/15/10 12/15/10
</TABLE>
----------
(1) The weighted average life of the Class B Certificates is determined by
(a) multiplying the amount of each principal distribution on it by the
number of years from the date of issuance of the Class B Certificates to
the related Distribution Date, (b) summing the results and (c) dividing
the sum by the aggregate amount of the reductions in the principal
balance of the Class B Certificates.
S-124
<PAGE>
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS C CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
--------------------------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Initial Percent ............................. 100 100 100 100 100
December 15, 2001 ........................... 100 100 100 100 100
December 15, 2002 ........................... 100 100 100 100 100
December 15, 2003 ........................... 100 100 100 100 100
December 15, 2004 ........................... 100 100 100 100 100
December 15, 2005 ........................... 100 100 100 100 100
December 15, 2006 ........................... 100 100 100 100 100
December 15, 2007 ........................... 100 100 100 100 100
December 15, 2008 ........................... 100 100 100 100 100
December 15, 2009 ........................... 100 100 100 100 100
December 15, 2010 ........................... 0 0 0 0 0
Weighted Average Life (Years)(1) ............ 9.99 9.99 9.99 9.99 9.99
Estimated Month of First Principal .......... 12/15/10 12/15/10 12/15/10 12/15/10 12/15/10
Estimated Month of Maturity ................. 12/15/10 12/15/10 12/15/10 12/15/10 12/15/10
</TABLE>
----------
(1) The weighted average life of the Class C Certificates is determined by
(a) multiplying the amount of each principal distribution on it by the
number of years from the date of issuance of the Class C Certificates
to the related Distribution Date, (b) summing the results and (c) dividing
the sum by the aggregate amount of the reductions in the principal balance
of the Class C Certificates.
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
--------------------------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Initial Percent ............................. 100 100 100 100 100
December 15, 2001 ........................... 100 100 100 100 100
December 15, 2002 ........................... 100 100 100 100 100
December 15, 2003 ........................... 100 100 100 100 100
December 15, 2004 ........................... 100 100 100 100 100
December 15, 2005 ........................... 100 100 100 100 100
December 15, 2006 ........................... 100 100 100 100 100
December 15, 2007 ........................... 100 100 100 100 100
December 15, 2008 ........................... 100 100 100 100 100
December 15, 2009 ........................... 100 100 100 100 100
December 15, 2010 ........................... 0 0 0 0 0
Weighted Average Life (Years)(1) ............ 9.99 9.99 9.99 9.99 9.99
Estimated Month of First Principal .......... 12/15/10 12/15/10 12/15/10 12/15/10 12/15/10
Estimated Month of Maturity ................. 12/15/10 12/15/10 12/15/10 12/15/10 12/15/10
</TABLE>
----------
(1) The weighted average life of the Class D Certificates is determined by
(a) multiplying the amount of each principal distribution on it by the
number of years from the date of issuance of the Class D Certificates to
the related Distribution Date, (b) summing the results and (c) dividing
the sum by the aggregate amount of the reductions in the principal
balance of the Class D Certificates.
S-125
<PAGE>
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS E CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
--------------------------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Initial Percent ............................. 100 100 100 100 100
December 15, 2001 ........................... 100 100 100 100 100
December 15, 2002 ........................... 100 100 100 100 100
December 15, 2003 ........................... 100 100 100 100 100
December 15, 2004 ........................... 100 100 100 100 100
December 15, 2005 ........................... 100 100 100 100 100
December 15, 2006 ........................... 100 100 100 100 100
December 15, 2007 ........................... 100 100 100 100 100
December 15, 2008 ........................... 100 100 100 100 100
December 15, 2009 ........................... 100 100 100 100 100
December 15, 2010 ........................... 0 0 0 0 0
Weighted Average Life (Years)(1) ............ 9.99 9.99 9.99 9.99 9.99
Estimated Month of First Principal .......... 12/15/10 12/15/10 12/15/10 12/15/10 12/15/10
Estimated Month of Maturity ................. 12/15/10 12/15/10 12/15/10 12/15/10 12/15/10
</TABLE>
----------
(1) The weighted average life of the Class E Certificates is determined by
(a) multiplying the amount of each principal distribution on it by the
number of years from the date of issuance of the Class E Certificates
to the related Distribution Date, (b) summing the results and (c) dividing
the sum by the aggregate amount of the reductions in the principal balance
of the Class E Certificates.
YIELD SENSITIVITY OF THE OFFERED CERTIFICATES
The tables beginning on page (the "Yield Tables") indicate the
sensitivity of the pre-tax corporate bond equivalent yields to maturity of the
Class A-1, Class A-2, Class B, Class C, Class D and Class E Certificates at
various prices and constant prepayment rates. The allocations and calculations
do not take account of any Yield Maintenance Charges. The Yield Tables have
been prepared based on the assumption that distributions are made in accordance
with "Description of the Certificates" in this prospectus supplement, the
assumptions described in clauses (a) through (h) on pages S-122 and S-123 and,
where applicable, the specified assumed purchase prices (which prices do not
include accrued interest). Assumed purchase prices are expressed in 32nds
(i.e., 100/04 means 100 4/32%) as a percentage of the initial Certificate
Balance of each class of Offered Certificates.
The yields set forth in the Yield Tables were calculated by determining
the monthly discount rates which, when applied to the assumed stream of cash
flows to be paid on each class of Offered Certificates, would cause the
discounted present value of the assumed stream of cash flows to equal the
assumed purchase prices, plus accrued interest from and including December 1,
2000 to, but excluding December 20, 2000, and by converting the monthly rates
to semi-annual corporate bond equivalent rates. This calculation does not take
into account variations that may occur in the interest rates at which investors
may be able to reinvest funds received by them as distributions on the Offered
Certificates and consequently does not purport to reflect the return on any
investment in the classes of Offered Certificates when the reinvestment rates
are considered. For purposes of the Yield Tables (except in the case of the
Class X Certificates), "modified duration" has been calculated using the
modified Macaulay Duration as specified in the "PSA Standard Formulas". The
Macaulay Duration is calculated as the present value weighted average time to
receive future payments of principal and/or interest, and the PSA Standard
Formula modified duration is calculated by dividing the Macaulay Duration by
the appropriate semi-annual compounding factor. The duration of a security may
be calculated according to various methodologies; accordingly, no
representation is made by the Depositor or any other person that the "modified
duration" approach used in this prospectus supplement is appropriate. Duration,
like yield, will be affected by the prepayment rate of the
S-126
<PAGE>
mortgage loans and extensions in respect of balloon payments that actually
occur during the life of the Class A-1, Class A-2, Class B, Class C, Class D
and Class E Certificates and by the actual performance of the mortgage loans,
all of which may differ, and may differ significantly, from the assumptions
used in preparing the Yield Tables.
The characteristics of the mortgage loans differ in certain respects from
those assumed in preparing the Yield Tables, and the Yield Tables are presented
for illustrative purposes only. In particular, none of the mortgage loans
permit voluntary partial prepayments. Thus neither the pool of mortgage loans
nor any mortgage loan will prepay at any constant rate, and it is unlikely that
the mortgage loans will prepay in a manner consistent with the designated
Scenario for the Yield Tables. In addition, it is unlikely that the mortgage
loans will prepay at any of the specified percentages of CPR until maturity or
that all the mortgage loans will so prepay at the same rate, that the actual
pre-tax yields on, or any other payment characteristics of, any class of
Offered Certificates will correspond to any of the information shown in the
Yield Tables, or that the aggregate purchase prices of the Offered Certificates
will be as assumed. Accordingly, investors must make their own decisions as to
the appropriate assumptions (including prepayment assumptions) to be used in
deciding whether to purchase the Offered Certificates.
YIELD SENSITIVITY OF THE CLASS X CERTIFICATES
The yield to maturity on the Class X Certificates will be extremely
sensitive to the rate and timing of principal payments (including prepayments),
principal losses and to other factors set forth above. Investors should fully
consider the associated risks, including the risk that a rapid rate of
principal payments or principal losses on the pool of mortgage loans could
result in the failure by investors in the Class X Certificates to fully recoup
their initial investments.
ANY OPTIONAL TERMINATION BY THE SPECIAL SERVICER, THE MASTER SERVICER, THE
HOLDERS OF THE CONTROLLING CLASS, THE DEPOSITOR OR THE HOLDERS OF THE CLASS LR
CERTIFICATES WOULD RESULT IN PREPAYMENT IN FULL OF THE CERTIFICATES AND WOULD
HAVE AN ADVERSE EFFECT ON THE YIELD OF THE CLASS X CERTIFICATES BECAUSE A
TERMINATION WOULD HAVE AN EFFECT SIMILAR TO A PRINCIPAL PREPAYMENT IN FULL OF
THE MORTGAGE LOANS AND, AS A RESULT, INVESTORS IN THE CLASS X CERTIFICATES AND
ANY OTHER CERTIFICATES PURCHASED AT PREMIUM MIGHT NOT FULLY RECOUP THEIR
INITIAL INVESTMENT. SEE "DESCRIPTION OF THE CERTIFICATES--TERMINATION;
RETIREMENT OF CERTIFICATES" IN THIS PROSPECTUS SUPPLEMENT.
The table below indicates the sensitivity of the pre-tax corporate bond
equivalent yields to maturity of the Class X Certificates at various prices and
constant prepayment rates. The yields set forth in the table were calculated by
determining the monthly discount rates that, when applied to the assumed stream
of cash flows to be paid on the Class X Certificates, would cause the
discounted present value of the assumed stream of cash flows to equal the
assumed purchase prices plus accrued interest of the respective class of
Certificates and converting the monthly rates to corporate bond equivalent
rates. These calculations do not take into account variations that may occur in
the interest rates at which investors may be able to reinvest funds received by
them as distributions on the Class X Certificates and consequently do not
purport to reflect the return on any investment in the class of Certificates
when the reinvestment rates are considered.
The table below has been prepared based on the assumption that
distributions are made in accordance with "Description of the Certificates" in
this prospectus supplement and on the assumptions described in clauses (a)
through (h) on pages S-122 and S-123 and with the assumed respective purchase
prices (as a percentage of the initial Notional Amount of the Class X
Certificates) of the Class X Certificates set forth in the table, plus accrued
interest on it from December 1, 2000 to the Closing Date.
S-127
<PAGE>
SENSITIVITY TO PRINCIPAL PREPAYMENTS OF THE PRE-TAX
YIELDS TO MATURITY OF THE CLASS X CERTIFICATES
<TABLE>
<CAPTION>
ASSUMED PURCHASE PRICE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
------------------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
We cannot assure you that the mortgage loans will prepay at any of the
rates shown in the table or at any other particular rate, that the cash flows on
the Class X Certificates will correspond to the cash flows assumed for purposes
of the above table or that the aggregate purchase price of the Class X
Certificates will be as assumed. In addition, it is unlikely that the mortgage
loans will prepay at any of the specified percentages of CPR until maturity or
that all the mortgage loans will so prepay at the same rate. Timing of changes
in the rate of prepayments may significantly affect the actual yield to maturity
to investors, even if the average rate of principal prepayments is consistent
with the expectations of investors. Investors must make their own decisions as
to the appropriate prepayment assumption to be used in deciding whether to
purchase the Class X Certificates.
S-128
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Upon the issuance of the Certificates, Cadwalader, Wickersham & Taft,
special counsel to the Depositor, will deliver its opinion that, assuming (1)
the making of appropriate elections, (2) compliance with the provisions of the
Pooling and Servicing Agreement and (3) compliance with applicable changes in
the Internal Revenue Code of 1986, as amended (the "Code"), including the REMIC
Provisions, for federal income tax purposes, the trust fund, exclusive of the
Excess Interest and the Excess Interest Distribution Account, will qualify as
two separate real estate mortgage investment conduits (the "Upper-Tier REMIC"
and the "Lower-Tier REMIC", respectively, and each a "REMIC") within the
meaning of Sections 860A through 860G (the "REMIC Provisions") of the Code, and
(1) the Class A-1, Class A-2, Class X, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class I, Class J, Class K, Class L and Class M
Certificates will evidence the "regular interests" in the Upper-Tier REMIC and
(2) the Class R and Class LR Certificates will be the sole classes of "residual
interests" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively, within
the meaning of the REMIC Provisions in effect on the date of this prospectus
supplement. The Offered Certificates are "Regular Certificates" as defined in
the prospectus. In addition, in the opinion of Cadwalader, Wickersham & Taft,
the portion of the trust fund consisting of the Excess Interest and the Excess
Interest Distribution Account will be treated as a grantor trust for federal
income tax purposes under subpart E, Part I of subchapter J of the Code.
Because they represent regular interests, each class of Offered
Certificates generally will be treated as newly originated debt instruments for
federal income tax purposes. Holders of the classes of Offered Certificates
will be required to include in income all interest on the regular interests
represented by their Certificates in accordance with the accrual method of
accounting, regardless of a Certificateholder's usual method of accounting. It
is anticipated that the Class , Class , Class , Class and Class
Certificates will be issued at a premium and that the Class Certificates
will be issued with de minimis original issue discount ("OID") for federal
income tax purposes. The prepayment assumption that will be used in determining
the rate of accrual of OID or whether the OID is de minimis and that may be
used to amortize premium, if any, for federal income tax purposes will be based
on the assumption that subsequent to the date of any determination the mortgage
loans will prepay at a rate equal to a CPR of 0%; provided, that it is assumed
that the APD Loans prepay on their Anticipated Prepayment Dates (the
"Prepayment Assumption"). No representation is made that the mortgage loans
will prepay at that rate or at any other rate. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates" in the prospectus.
Although unclear for federal income tax purposes, it is anticipated that
the regular interests represented by the Class X Certificates will be
considered to be issued with OID in an amount equal to the excess of all
distributions of interest expected to be received on it (assuming the weighted
average of the Pass-through Rates changes in accordance with the Prepayment
Assumption) over their issue price (including accrued interest). Any "negative"
amounts of OID on the Class X Certificates attributable to rapid prepayments
with respect to the mortgage loans will not be deductible currently, but may be
offset against future positive accruals of OID, if any. Finally, a holder of a
Class X Certificate may be entitled to a loss deduction to the extent it
becomes certain that the holder will not recover a portion of its basis in its
Certificate, assuming no further prepayments. In the alternative, it is
possible that rules similar to the "noncontingent bond method" of the
contingent interest rules in the OID Regulations, as amended on June 12, 1996,
may be promulgated with respect to the Class X Certificates. See "Certain
Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Original Issue Discount" in the
prospectus.
Yield Maintenance Charges actually collected will be distributed to the
Offered Certificates as described under "Description of the
Certificates--Allocation of Yield Maintenance Charges" in this prospectus
supplement. It is not entirely clear under the Code when the amount of Yield
Maintenance Charges so allocated should be taxed to the holder of a Class X
Certificate, but it is not expected, for federal income tax reporting purposes,
that Yield Maintenance Charges will be treated as giving rise to any income to
the holder of an Offered Certificate prior to the Master Servicer's actual
receipt of a Yield Maintenance Charge. Yield Maintenance Charges, if any, may
be treated as ordinary income, although authority exists for treating such
amounts as capital gain if they are treated as paid upon retirement or partial
retirement of a Certificate. Certificateholders should consult their own tax
advisers concerning the treatment of Yield Maintenance Charges.
S-129
<PAGE>
The Offered Certificates will be treated as "real estate assets" within
the meaning of Section 856(c)(4)(A) of the Code, and interest (including OID,
if any) on the Offered Certificates will be interest described in Section
856(c)(3)(B) of the Code to the extent of the percentage of the trust fund
assets meeting such requirements. Moreover, the Offered Certificates will be
"qualified mortgages" for another REMIC within the meaning of Section
860G(a)(3) of the Code and "permitted assets" for a "financial asset
securitization investment trust" within the meaning of Section 860L(c) of the
Code. The Offered Certificates will be treated as "loans . . . secured by an
interest in real property which is . . . residential real property" for a
domestic building and loan association under Section 7701(a)(19)(C) of the
Code, to the extent the loans are secured by multifamily properties and
manufactured housing community properties. As of the Cut-off Date, 19 and 5
mortgage loans representing approximately 21.20% and 3.23% of the Initial Pool
Balance are secured by multifamily properties and manufactured housing
community properties, respectively. The Offered Certificates will qualify for
treatment under Sections 856(c)(4)(A), 856(c)(3)(B) and 7701(a)(19)(C) in their
entirety if at least 95% of the assets or income of the trust fund meet such
requirements. A mortgage loan that has been defeased with U.S. government
securities does not qualify under the foregoing sections. See "Certain Federal
Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Status of REMIC Certificates" in the prospectus.
For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates" in the prospectus.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the underwriting
agreement, dated as of the date of this prospectus supplement (the
"Underwriting Agreement"), among Chase Securities Inc., Bear, Stearns & Co.
Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Salomon
Smith Barney Inc. (collectively, the "Underwriters") and the Depositor, the
Depositor has agreed to sell to the Underwriters, and the Underwriters have
severally but not jointly agreed to purchase from the Depositor the respective
Certificate Balances, or Notional Amounts, as applicable, of each class of
Offered Certificates set forth below subject in each case to a variance of 10%.
<TABLE>
<CAPTION>
CHASE BEAR, DEUTSCHE BANK SALOMON SMITH
CLASS SECURITIES INC. STEARNS & CO. INC. SECURITIES INC. J.P. MORGAN SECURITIES INC. BARNEY INC.
------------------- ----------------- -------------------- ----------------- ----------------------------- --------------
<S> <C> <C> <C> <C> <C>
Class A-1 ......... $ $ $ $ $
Class A-2 ......... $ $ $ $ $
Class X ........... $ $ $ $ $
Class B ........... $ $ $ $ $
Class C ........... $ $ $ $ $
Class D ........... $ $ $ $ $
Class E ........... $ $ $ $ $
</TABLE>
In the Underwriting Agreement, the Underwriters have severally but not
jointly agreed, subject to the terms and conditions set forth in the
Underwriting Agreement, to purchase all of the Offered Certificates if any
Offered Certificates are purchased. In the event of a default by any
Underwriter, the Underwriting Agreement provides that, in certain
circumstances, purchase commitments of the non-defaulting Underwriter may be
increased or the Underwriting Agreement may be terminated. Further, the
Depositor has agreed to indemnify the Underwriters and the Mortgage Loan
Sellers, and the Underwriters have agreed to indemnify the Depositor, against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Depositor has been advised by the Underwriters that they propose to
offer the Offered Certificates to the public from time to time in one or more
negotiated transactions, or otherwise, at varying prices to be determined at
the time of sale. Proceeds to the Depositor from the sale of Offered
Certificates before deducting expenses payable by the Depositor estimated to be
approximately $ , will be % of the initial aggregate Certificate Balance
of the Offered Certificates, plus accrued interest on the Offered Certificates
from December 1, 2000. The Underwriters may effect the transactions by selling
the Offered
S-130
<PAGE>
Certificates to or through dealers, and the dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Underwriters. In connection with the purchase and sale of the Offered
Certificates offered hereby, the Underwriters may be deemed to have received
compensation from the Depositor in the form of underwriting discounts.
Chase Securities Inc. is an affiliate of Chase, one of the Mortgage Loan
Sellers and a primary servicer. Bear, Stearns & Co. Inc. is an affiliate of
BSFI, one of the Mortgage Loan Sellers.
We cannot assure you that a secondary market for the Offered Certificates
will develop or, if it does develop, that it will continue. The Underwriters
expect to make, but are not obligated to make, a secondary market in the
Offered Certificates. The primary source of ongoing information available to
investors concerning the Offered Certificates will be the monthly statements
discussed in the prospectus under "Description of the Certificates--Reports to
Certificateholders," which will include information as to the outstanding
principal balance of the Offered Certificates and the status of the applicable
form of credit enhancement. Except as described in this prospectus supplement
under "Description of the Certificates--Reports to Certificateholders; Certain
Available Information," we cannot assure you that any additional information
regarding the Offered Certificates will be available through any other source.
In addition, we are not aware of any source through which price information
about the Offered Certificates will be generally available on an ongoing basis.
The limited nature of that information regarding the Offered Certificates may
adversely affect the liquidity of the Offered Certificates, even if a secondary
market for the Offered Certificates becomes available.
If and to the extent required by applicable law or regulation, this
prospectus supplement and the prospectus will be used by Chase Securities Inc.
in connection with offers and sales related to market-making transactions in
the Offered Certificates with respect to which Chase Securities Inc. acts as
principal. Chase Securities Inc. may also act as agent in those transactions.
Sales may be made at negotiated prices determined at the time of sale.
LEGAL MATTERS
The validity of the Certificates will be passed upon for the Depositor by
Cadwalader, Wickersham & Taft, New York, New York, and for the Underwriters by
Winston & Strawn, Chicago, Illinois. In addition, certain federal income tax
matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft.
RATINGS
It is a condition to issuance that the Offered Certificates be rated not
lower than the following ratings by Moody's Investors Service, Inc. ("Moody's")
and Fitch:
<TABLE>
<CAPTION>
CLASS MOODY'S FITCH
----------------------- --------- ------
<S> <C> <C>
A-1 ................. Aaa AAA
A-2 ................. Aaa AAA
X ................... Aaa AAA
B ................... Aa2 AA
C ................... A2 A
D ................... A3 A--
E ................... Baa2 BBB
</TABLE>
A securities rating on mortgage pass-through certificates addresses the
likelihood of the timely receipt by their holders of interest and the ultimate
repayment of principal to which they are entitled by the Rated Final
Distribution Date. The rating takes into consideration the credit quality of
the pool of mortgage loans, structural and legal aspects associated with the
certificates, and the extent to which the payment stream from the pool of
mortgage loans is adequate to make payments required under the certificates.
The ratings on the Offered Certificates do not, however, constitute a statement
regarding the likelihood, timing or frequency of prepayments (whether voluntary
or involuntary) on the mortgage loans or the degree to which the payments might
differ from those originally contemplated. In addition, a rating does not
address the
S-131
<PAGE>
likelihood or frequency of voluntary or mandatory prepayments of mortgage
loans, payment of Excess Interest, yield maintenance charges or net default
interest. As described in this prospectus supplement, the amounts payable with
respect to the Class X Certificates consist only of interest. If the entire
pool were to prepay in the initial month, with the result that the Class X
Certificateholders receive only a single month's interest and thus suffer a
nearly complete loss of their investment, all amounts "due" to those holders
will nevertheless have been paid, and the result is consistent with the rating
received on the Class X Certificates. Accordingly, the ratings of the Class X
Certificates should be evaluated independently from similar ratings on other
types of securities.
We cannot assure you 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 the Depositor to do so may be lower than the rating assigned
thereto 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 agency.
LEGAL INVESTMENT
The Certificates will not constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.
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 the Offered Certificates under applicable legal
investment restrictions. These uncertainties may adversely affect the liquidity
of the Offered Certificates. Accordingly, all institutions whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult with
their own legal advisors in determining whether and to what extent the Offered
Certificates constitute a legal investment or are subject to investment,
capital or other restrictions. See "Legal Investment" in the prospectus.
ERISA CONSIDERATIONS
A fiduciary of any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which those
plans, annuities, accounts or arrangements are invested, including insurance
company general accounts, that is subject to the fiduciary responsibility rules
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Section 4975 of the Code (an "ERISA Plan") or which is a governmental plan,
as defined in Section 3(32) of ERISA, subject to any federal, state or local
law ("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, with an ERISA Plan, a "Plan")
should review with its legal advisors whether the purchase or holding of
Offered Certificates could give rise to a transaction that is prohibited or is
not otherwise permitted either under ERISA, the Code or Similar Law or whether
there exists any statutory or administrative exemption applicable thereto.
Moreover, each Plan fiduciary should determine whether an investment in the
Offered Certificates is appropriate for the Plan, taking into account the
overall investment policy of the Plan and the composition of the Plan's
investment portfolio.
The U.S. Department of Labor has issued individual prohibited transaction
exemptions to Chase Securities Inc., PTE 90-33, 55 Fed. Reg. 23,151 (June 6,
1990) (the "Chase Exemption") and to Bear, Stearns Co., Inc., PTE 90-30, 55
Ped. Reg. 21, 461 (May 24, 1990 (the "Bear, Stearns Exemption" and together
with the Chase Exemption, the "Exemption"), each as subsequently amended. The
Exemption generally exempts from the application of the prohibited transaction
provisions of Sections 406 and 407 of ERISA, and the excise taxes imposed on
the prohibited transactions pursuant to Sections 4975(a) and (b) of the Code,
certain transactions, among others, relating to the servicing and operation of
the pools of mortgage loans, such as the pool of mortgage loans, and the
purchase, sale and holding of mortgage pass-through certificates, such as the
Offered Certificates, underwritten by the respective Underwriter, provided that
certain conditions set forth in the Exemption are satisfied.
S-132
<PAGE>
The Exemption sets forth five general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of the Offered
Certificates to be eligible for exemptive relief. First, the acquisition of the
Offered Certificates by a Plan must be on terms that are at least as favorable
to the Plan as they would be in an arm's-length transaction with an unrelated
party. Second, the Offered Certificates at the time of acquisition by the Plan
must be rated in one of the four highest generic rating categories by Standard
& Poor's Ratings Services ("S&P"), Moody's or Fitch. Third, the Trustee cannot
be an affiliate of any other member of the "Restricted Group" which consists of
any Underwriter, the Depositor, the Trustee, the Master Servicer, the Special
Servicer, any sub-servicer, any entity that provides insurance or other credit
support to the trust fund and any mortgagor with respect to mortgage loans
constituting more than 5% of the aggregate unamortized principal balance of the
mortgage loans as of the date of initial issuance of the Offered Certificates,
and any affiliate of any of the foregoing entities. Fourth, the sum of all
payments made to and retained by the Underwriters must represent not more than
reasonable compensation for underwriting the Offered Certificates, the sum of
all payments made to and retained by the Depositor pursuant to the assignment
of the mortgage loans to the trust fund must represent not more than the fair
market value of obligations and the sum of all payments made to and retained by
the Master Servicer, the Special Servicer and any sub-servicer must represent
not more than reasonable compensation for that person's services under the
Pooling and Servicing Agreement and reimbursement of the person's reasonable
expenses in connection therewith. Fifth, the investing Plan must be an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities and Exchange Commission under the Securities Act of 1933, as
amended.
It is a condition of the Offered Certificates that they be rated not lower
than the ratings set forth on the cover page hereof. As of the Closing Date,
the third general condition set forth above will be satisfied with respect to
the Offered Certificates. A fiduciary of a Plan contemplating purchasing an
Offered Certificate in the secondary market must make its own determination
that, at the time of purchase, that the Offered Certificates continue to
satisfy the second and third general conditions set forth above. A fiduciary of
a Plan contemplating purchasing an Offered Certificate, whether in the initial
issuance of the Offered Certificates or in the secondary market, must make its
own determination that the first, fourth and fifth general conditions set forth
above will be satisfied with respect to the related Offered Certificate.
The Exemption also requires that the trust fund meet the following
requirements: (1) the trust fund must consist solely of assets of the type that
have been included in other investment pools; (2) certificates in those other
investment pools must have been rated in one of the four highest categories of
S&P, Moody's or Fitch for at least one year prior to the Plan's acquisition of
Offered Certificates; and (3) certificates in those other investment pools must
have been purchased by investors other than Plans for at least one year prior
to any Plan's acquisition of Offered Certificates.
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 (as well as the excise taxes imposed by Sections 4975(a) and
(b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in
connection with (1) the direct or indirect sale, exchange or transfer of
Offered Certificates in the initial issuance of Certificates between the
Depositor or the Underwriters and a Plan when the Depositor, any of the
Underwriters, the Trustee, the Master Servicer, the Special Servicer, a
sub-servicer or a borrower is a Party in Interest with respect to the investing
Plan, (2) the direct or indirect acquisition or disposition in the secondary
market of the Offered Certificates by a Plan and (3) the holding of Offered
Certificates by a Plan. However, no exemption is provided from the restrictions
of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or
holding of an Offered Certificate on behalf of an "Excluded Plan" or any person
who has discretionary authority or renders investment advice with respect to
the assets of the Excluded Plan. For purposes of this prospectus supplement, an
"Excluded Plan" is a Plan sponsored by any member of the Restricted Group.
If certain 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 taxes imposed by Section 4975(c)(1)(E) of
the Code in connection with (1) the direct or indirect sale, exchange or
transfer of Offered Certificates in the initial issuance of Certificates
between the Depositor or the Underwriters and a Plan when the person who has
discretionary authority or renders investment advice with respect to the
S-133
<PAGE>
investment of Plan assets in those Certificates is (a) a borrower with respect
to 5% or less of the fair market value of the mortgage loans or (b) an
affiliate of that person, (2) the direct or indirect acquisition or disposition
in the secondary market of Offered Certificates by a Plan and (3) the holding
of Offered Certificates by a Plan.
Further, if certain specific conditions of the Exemption are satisfied,
the Exemption may provide an exemption from the restrictions imposed by
Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections
4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for
transactions in connection with the servicing, management and operation of the
pool of mortgage loans.
Before purchasing an Offered Certificate, a fiduciary of a Plan should
itself confirm that (1) the Offered Certificates constitute "certificates" for
purposes of the Exemption and (2) the specific and general conditions and the
other requirements set forth in the Exemption would be satisfied. In addition
to making its own determination as to the availability of the exemptive relief
provided in the Exemption, the Plan fiduciary should consider the availability
of any other prohibited transaction exemptions, including with respect to
governmental plans, any exemptive relief afforded under Similar Law. See
"Certain ERISA Considerations" in the prospectus. A purchaser of an Offered
Certificate should be aware, however, that even if the conditions specified in
one or more exemptions are satisfied, the scope of relief provided by an
exemption may not cover all acts which might be construed as prohibited
transactions.
The sale of Offered Certificates to a Plan is in no respect a
representation by the Depositor or any of the Underwriters that this investment
meets all relevant legal requirements with respect to investments by Plans
generally or any particular Plan, or that this investment is appropriate for
Plans generally or any particular Plan.
S-134
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Actual/360 Basis ................................ S-58
Administrative Cost Rate ........................ S-91
Advances ........................................ S-97
Anticipated Prepayment Date ..................... S-57
APD Loans ....................................... S-57
Appraisal Reduction ............................. S-98
Appraisal Reduction Amount ...................... S-99
Appraisal Reduction Event ....................... S-97
Asset Status Report ............................. S-106
Assumed Final Distribution Date ................. S-93
Assumed Scheduled Payment ....................... S-92
Authenticating Agent ............................ S-83
Available Distribution Amount ................... S-86
Base Interest Fraction .......................... S-93
BSFI ............................................ S-54, S-107
Certificate Account ............................. S-85
Certificate Balance ............................. S-82
Certificate Owner ............................... S-83
Certificate Registrar ........................... S-83
Certificateholders .............................. S-54
Certificates .................................... S-82
Chase ........................................... S-54, S-105,
S-107
Chase Exemption ................................. S-132
Chubb ........................................... S-57
Class A Certificates ............................ S-82
Clearstream, Luxembourg ......................... S-83
Closing Date .................................... S-54
Code ............................................ S-129
Collateral Support Deficit ...................... S-96
Controlling Class ............................... S-107
Controlling Class Certificateholder ............. S-107
Corrected Mortgage Loan ......................... S-106
Credit Lease .................................... S-57
Cross-Over Date ................................. S-90
Cut-off Date Balance ............................ S-54
Debt Service Coverage Ratio ..................... S-66
Defeasance Lock-out Period ...................... S-59
Defeasance Option ............................... S-59
Depositor ....................................... S-54
Depositories .................................... S-83
Determination Date .............................. S-98
Direct Participants ............................. S-83
Directing Certificateholder ..................... S-107
Distributable Certificate Interest .............. S-91
Distribution Accounts ........................... S-86
Distribution Date ............................... S-85
DSCR ............................................ S-66
DTC ............................................. S-83
Due Period ...................................... S-87
EII ............................................. S-56
EII Portfolio I Borrower ........................ S-60
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
EII Portfolio I Substitute Properties ........... S-60
EII Portfolio I Substitute Property ............. S-60
EII Portfolio I Substituted Properties .......... S-60
EII Portfolio I Substituted Property ............ S-60
ERISA ........................................... S-132
ERISA Plan ...................................... S-132
Euroclear ....................................... S-83
Events of Default ............................... S-116
Excess Interest ................................. S-91
Excess Interest Distribution Account ............ S-86
Excluded Plan ................................... S-133
FIRREA .......................................... S-70
Form 8-K ........................................ S-61
GECC ............................................ S-54, S-107
HGI ............................................. S-56
IHC ............................................. S-56
Indirect Participants ........................... S-83
Initial Pool Balance ............................ S-54
Initial Rate .................................... S-57
Insurance and Condemnation Proceeds ............. S-85
Interest Distribution Amount .................... S-91
Interest Reserve Account ........................ S-86
IRS ............................................. S-113
Lindsey Loans ................................... S-55
Liquidation Fee ................................. S-109
Liquidation Fee Rate ............................ S-109
Liquidation Proceeds ............................ S-86
Lock Box Accounts ............................... S-81
Lock Box Loans .................................. S-81
Lock-out Period ................................. S-58
Lower-Tier Distribution Account ................. S-86
Lower-Tier REMIC ................................ S-129
LTV Ratio ....................................... S-66
MAI ............................................. S-98
Master Servicer ................................. S-107
Monthly Rental Payments ......................... S-57
Moody's ......................................... S-131
Mortgage ........................................ S-54
Mortgage Loan Sellers ........................... S-54
Mortgage Note ................................... S-54
Mortgage Rate ................................... S-91
Mortgaged Property .............................. S-54
net income from foreclosure property ............ S-114
Net Mortgage Rate ............................... S-91
Non-Offered Certificates ........................ S-82
Non-Offered Subordinate Certificates ............ S-95
Nonrecoverable Advance .......................... S-97
Notional Amount ................................. S-82
Offered Certificates ............................ S-82
P&I Advance ..................................... S-96
Participants .................................... S-83
</TABLE>
S-135
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Pass-through Rate ............................... S-90
Paying Agent .................................... S-83
Percentage Interest ............................. S-82
Periodic Payments ............................... S-66
Permitted Investments ........................... S-86
Plan ............................................ S-132
Pooling and Servicing Agreement ................. S-82
Prepayment Assumption ........................... S-129
Prepayment Interest Shortfall ................... S-91
Prime Rate ...................................... S-97
Principal Distribution Amount ................... S-92
Principal Shortfall ............................. S-92
Purchase Agreements ............................. S-54
Purchase Price .................................. S-80
Qualified Substitute Mortgage Loan .............. S-80
Rated Final Distribution Date ................... S-94
Record Date ..................................... S-85
Reimbursement Rate .............................. S-97
Related Proceeds ................................ S-97
Release Date .................................... S-59
REMIC ........................................... S-129
REMIC Provisions ................................ S-129
rents from real property ........................ S-114
REO Account ..................................... S-110
REO Loan ........................................ S-93
REO Property .................................... S-106
Residual Certificates ........................... S-82
Restricted Group ................................ S-133
Revised Rate .................................... S-57
Rules ........................................... S-84
S&P ............................................. S-133
Scheduled Principal Distribution Amount ......... S-92
Senior Certificates ............................. S-82
Servicer Remittance Date ........................ S-96
Servicing Advances .............................. S-97
Servicing Fee ................................... S-108
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Servicing Fee Rate .............................. S-108
Servicing Standards ............................. S-105
Similar Law ..................................... S-132
Special Servicer ................................ S-108
Special Servicing Fee ........................... S-108
Special Servicing Fee Rate ...................... S-108
Specially Serviced Mortgage Loans ............... S-106
Stated Principal Balance ........................ S-92
Statement to Certificateholders ................. S-99
Subordinate Certificates ........................ S-82
Subordinate Offered Certificates ................ S-82
Terms and Conditions ............................ S-84
Testing Date .................................... S-79
TI Debt ......................................... S-55
Title Exception ................................. S-77
Trustee ......................................... S-54, S-103
Trustee Fee ..................................... S-104
Trustee Fee Rate ................................ S-104
U.S. Securities Rate ............................ S-58
Uncovered Prepayment Interest Shortfall ......... S-92
Underwriters .................................... S-130
Underwriting Agreement .......................... S-130
Underwritten Net Cash Flow ...................... S-69
Unscheduled Principal Distribution Amount S-92
Upper-Tier Distribution Account ................. S-86
Upper-Tier REMIC ................................ S-129
Voting Rights ................................... S-102
WAC Rate ........................................ S-91
Withheld Amounts ................................ S-86
Workout Fee ..................................... S-108
Workout Fee Rate ................................ S-108
Yield Maintenance Charge ........................ S-58
Yield Maintenance Charges ....................... S-59
Yield Maintenance Period ........................ S-58
Yield Tables .................................... S-126
</TABLE>
S-136
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION, SERIES 2000-1
ANNEX A-CERTAIN CHARACTERISTICS OF THE MORTGAGED LOANS AND MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
% OF
INITIAL POOL # OF
ID PROPERTY NAME BALANCE PROPERTIES
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 1000 Corporate Pointe 0.39% 1
2 139 Fifth Avenue 0.67% 1
3 1634 Eye Street 1.31% 1
4 16522 Hunters Green Parkway 2.02% 1
5 1712 Eye Street, NW 0.77% 1
--------------------------------------------------------------------------------------------------------------------
6 2221 Park Place 1.25% 1
7 33-51 Main Street 1.23% 1
8 6518, 6520, 6522 South McCarran Boulevard 0.18% 1
9 655 Fifth Avenue & 251 19th Street 0.40% 1
10 96th Street Building 0.92% 1
--------------------------------------------------------------------------------------------------------------------
11 Amazing Spaces 0.32% 1
12 Arrowhead Lakes Marketplace-Phase II 0.27% 1
13 Ashley Creek Apartments 1.28% 1
14 Avenues Crossing 0.29% 1
15 Blakesley Comstock Building 0.17% 1
--------------------------------------------------------------------------------------------------------------------
16 Carlsbad Self Storage 0.74% 1
17 Centreport Tech Center 0.26% 1
18 Circuit City Center 0.64% 1
19 Clear Lake Office Building 0.35% 1
20 Crossbridge Apartments 0.43% 1
--------------------------------------------------------------------------------------------------------------------
21 Custer Court Retail 0.31% 1
22 CVS - Babylon (5) 0.16% 1
23 CVS - Bryan (6) 0.18% 1
24 CVS - Cornelius (7) 0.23% 1
25 CVS - Mullica Hill 0.21% 1
--------------------------------------------------------------------------------------------------------------------
26 CVS - Poughkeepsie (8) 0.20% 1
27 CVS - Shrewsbury (9) 0.26% 1
28 Cypress Point 1.57% 1
29 Del Norte Plaza 0.34% 1
30 Del Prado Estates Mobile Home Park 1.13% 1
--------------------------------------------------------------------------------------------------------------------
31 Dell Business Park 1.68% 1
32 Duck Creek Village Townhomes 0.45% 1
33 EII Portfolio I 5.13% 9
33a Hampton Inn - Maryland Heights 0.33%
33b Hampton Inn - Chattanooga 0.51%
--------------------------------------------------------------------------------------------------------------------
33c Hampton Inn - Colonie 0.98%
33d Hampton Inn - Aurora 0.28%
33e Hampton Inn - Norfolk 0.53%
33f Hampton Inn - Glen Burnie 0.70%
33g Residence Inn by Marriott - Oklahoma City 0.74%
--------------------------------------------------------------------------------------------------------------------
33h Hampton Inn - Scranton 0.60%
33i Hampton Inn - Beckley 0.46%
34 El Paseo 1.29% 1
35 Embassy Suites-New Orleans 4.55% 1
36 Fairpark Apartments 1.12% 1
--------------------------------------------------------------------------------------------------------------------
37 First American Office Building 0.21% 1
38 Forbes Building 0.39% 1
39 Greenway Park Plaza 2.13% 1
40 Guylane Plaza 0.48% 1
41 Haltom Village Shopping Center 0.25% 1
--------------------------------------------------------------------------------------------------------------------
42 Hamilton Square 0.49% 1
43 Happy Canyon Shopping Center 1.12% 1
44 Harrington Midway Plaza 0.89% 1
45 Holiday Inn - Mansfield 2.38% 1
46 Iron Gate Plaza 0.36% 1
--------------------------------------------------------------------------------------------------------------------
47 Jason's Self Storage 0.67% 1
48 Keystone Plaza Shopping Center 0.63% 1
49 Kohl's Pic n' Save Shopping Center 0.68% 1
50 La Reina Fashion Plaza 0.94% 1
51 Laguna Oaks Apartments 2.17% 1
--------------------------------------------------------------------------------------------------------------------
52 Le Montrose 2.06% 1
53 Leesburg Airpark I 0.67% 1
54 Lions Gate Self Storage 0.25% 1
55 Londonderry Oaks Apartments 0.71% 1
56 Lone Star Pavilion Shopping Center 0.77% 1
--------------------------------------------------------------------------------------------------------------------
57 Longview Plaza 1.65% 1
58 Marina Dunes RV Park 0.39% 1
59 Market at Valley Parkway 0.42% 1
60 Mason Village Shopping Center 0.43% 1
61 Mercado Fiesta Village 1.11% 1
--------------------------------------------------------------------------------------------------------------------
62 Mercantile Row Shopping Center 0.77% 1
63 Millicent Crossing 0.85% 1
64 Moon Valley Self Storage 0.35% 1
65 Nankin Professional Center 0.33% 1
66 NorthChase Atrium 0.38% 1
--------------------------------------------------------------------------------------------------------------------
67 Northland Royalty Buildings 0.41% 1
68 Nova Libby Lake Apartments 1.12% 1
69 Nova Virginia Village Apartments 0.44% 1
70 Orchard Plaza 0.42% 1
71 Park Mall Plaza 0.68% 1
--------------------------------------------------------------------------------------------------------------------
72 Park Ten I & II 1.79% 1
73 Parkway Lakes RV Park 0.45% 1
74 Parkway Retail Center 1.22% 1
75 Parkway Tower (4) 2.20% 1
76 Quarry Hill Estates Mobile Home Park 0.64% 1
--------------------------------------------------------------------------------------------------------------------
77 Regency Plaza Shopping Center 0.63% 1
78 River Point Office Buildings 1.28% 2
78a 405-525 Southwest 5th Street 0.97%
78b 401 SW 7th Street 0.31%
79 Royal Crest Manufactured Housing Community 0.62% 1
--------------------------------------------------------------------------------------------------------------------
80 RPS (FedEx Ground Delivery) Distribution Center 1.05% 1
81 Shaw Butte Shopping Center 0.46% 1
82 Shirlen Properties 0.43% 3
82a 6612 Baltimore National Pike 0.13%
82b 8725 & 8727 Loch Raven Boulevard 0.17%
82c 2108 Emmorton Road 0.14%
--------------------------------------------------------------------------------------------------------------------
83 Sierra Mini Storage 0.19% 1
84 Smoky Crossing Apartments 1.74% 1
85 Southlawn Industrial Center 0.85% 1
86 Southpark Crossing Shopping Center 0.98% 1
87 Spring Lake Apartments 1.00% 1
--------------------------------------------------------------------------------------------------------------------
88 Spring Valley Apartments 0.60% 1
89 Staples - Rotterdam 0.29% 1
90 Sunflower Apartments 0.90% 1
91 Synergy Business Park - Nashville I 2.73% 1
92 Synergy Business Park - Nashville II 2.82% 1
--------------------------------------------------------------------------------------------------------------------
93 The Equitable Building 1.64% 1
94 The Habitat Apartments 0.95% 1
95 The Links at Oklahoma City 3.29% 1
96 The Shops on Woodway 0.61% 1
97 Timonium Self-Storage Plus 0.63% 1
--------------------------------------------------------------------------------------------------------------------
98 Town East Tower 0.80% 1
99 University Club Apartments 1.94% 1
100 University Park Tech I 1.44% 1
101 University Park Tech II 1.24% 1
--------------------------------------------------------------------------------------------------------------------
102 Versailles Apartments 0.34% 1
103 Walden Chase Apartments 1.47% 1
104 Washington and Allen Retail Center 0.30% 1
105 Washington Place 1.77% 1
--------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MORTGAGE CUT-OFF GENERAL DETAILED
LOAN ORIGINAL DATE PROPERTY PROPERTY MORTGAGE
ID SELLER (1) BALANCE BALANCE TYPE TYPE RATE
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 BSFI 2,800,000 2,797,365 Office Office 8.635%
2 BSFI 4,800,000 4,800,000 Office Office 8.100%
3 BSFI 9,350,000 9,350,000 Office Office 8.185%
4 BSFI 14,400,000 14,400,000 Industrial Office/Warehouse 8.250%
5 BSFI 5,500,000 5,496,450 Office Office 8.190%
--------------------------------------------------------------------------------------------------------------------------
6 BSFI 8,900,000 8,900,000 Office Office 8.190%
7 BSFI 8,800,000 8,800,000 Retail Unanchored 8.085%
8 CMB 1,315,000 1,314,228 Office Office 8.650%
9 GECC 2,820,000 2,818,092 Multifamily Conventional 7.960%
10 GECC 6,560,000 6,555,713 Office Office 8.130%
--------------------------------------------------------------------------------------------------------------------------
11 GECC 2,298,000 2,293,973 Self Storage Self Storage 8.370%
12 CMB 1,891,000 1,891,000 Office Office 7.986%
13 GECC 9,148,000 9,137,702 Multifamily Conventional 7.990%
14 GECC 2,055,000 2,052,921 Retail Unanchored 8.380%
15 GECC 1,200,000 1,199,249 Office Office 8.340%
--------------------------------------------------------------------------------------------------------------------------
16 GECC 5,265,000 5,259,732 Self Storage Self Storage 8.420%
17 GECC 1,824,361 1,824,361 Industrial Office/Warehouse 8.320%
18 GECC 4,600,000 4,597,067 Retail Anchored 8.250%
19 CMB 2,500,000 2,500,000 Office Office 8.236%
20 GECC 3,064,000 3,064,000 Multifamily Conventional 7.930%
--------------------------------------------------------------------------------------------------------------------------
21 GECC 2,200,000 2,197,718 Retail Unanchored 8.290%
22 GECC 1,165,000 1,165,000 CTL CTL 8.140%
23 GECC 1,269,000 1,269,000 CTL CTL 8.020%
24 GECC 1,649,689 1,645,270 CTL CTL 8.470%
25 GECC 1,500,000 1,500,000 Retail Anchored 8.100%
--------------------------------------------------------------------------------------------------------------------------
26 GECC 1,400,000 1,400,000 CTL CTL 8.150%
27 GECC 1,888,855 1,880,178 CTL CTL 8.380%
28 GECC 11,229,000 11,221,587 Office Office 8.080%
29 GECC 2,400,000 2,398,510 Retail Unanchored 8.380%
30 GECC 8,100,000 8,087,149 Manufactured Housing Manufactured Housing 8.330%
--------------------------------------------------------------------------------------------------------------------------
31 BSFI 12,000,000 11,988,095 Office Office 8.450%
32 GECC 3,250,000 3,244,296 Multifamily Conventional 8.110%
33 GECC 36,600,000 36,600,000 Hotel Various 8.250%
33a GECC 2,377,800 2,377,800 Hotel Limited-Service
33b GECC 3,666,200 3,666,200 Hotel Limited-Service
--------------------------------------------------------------------------------------------------------------------------
33c GECC 6,994,000 6,994,000 Hotel Limited-Service
33d GECC 1,972,500 1,972,500 Hotel Limited-Service
33e GECC 3,766,200 3,766,200 Hotel Limited-Service
33f GECC 4,992,800 4,992,800 Hotel Limited-Service
33g GECC 5,298,200 5,298,200 Hotel Limited-Service
--------------------------------------------------------------------------------------------------------------------------
33h GECC 4,244,900 4,244,900 Hotel Limited-Service
33i GECC 3,287,400 3,287,400 Hotel Limited-Service
34 CMB 9,200,000 9,194,073 Retail Anchored (2) 8.200%
35 CMB 32,650,000 32,466,236 Hotel Full-Service 8.774%
36 GECC 8,000,000 7,994,511 Multifamily Conventional 7.890%
--------------------------------------------------------------------------------------------------------------------------
37 GECC 1,500,000 1,499,028 Office Office 8.170%
38 CMB 2,795,000 2,795,000 Industrial Office/Warehouse 8.000%
39 CMB 15,200,000 15,200,000 Retail Anchored 8.090%
40 CMB 3,400,000 3,400,000 Retail Anchored 8.375%
41 GECC 1,800,000 1,796,291 Retail Anchored (2) 8.340%
--------------------------------------------------------------------------------------------------------------------------
42 BSFI 3,500,000 3,500,000 Retail Unanchored 8.330%
43 GECC 8,000,000 7,985,959 Retail Anchored (2) 8.110%
44 GECC 6,320,000 6,320,000 Retail Anchored 7.930%
45 CMB 17,000,000 16,953,839 Hotel Full-Service 8.450%
46 GECC 2,550,000 2,547,541 Retail Unanchored 8.550%
--------------------------------------------------------------------------------------------------------------------------
47 BSFI 4,788,479 4,780,819 Self Storage Self Storage 9.000%
48 GECC 4,500,000 4,494,961 Retail Anchored 8.010%
49 GECC 4,850,000 4,844,714 Retail Anchored 8.110%
50 GECC 6,700,000 6,683,719 Retail Unanchored 8.390%
51 GECC 15,470,000 15,451,925 Multifamily Conventional 7.850%
--------------------------------------------------------------------------------------------------------------------------
52 GECC 14,750,000 14,705,230 Hotel Full-Service 8.080%
53 CMB 4,800,000 4,795,034 Industrial Office/Warehouse 8.100%
54 GECC 1,750,000 1,750,000 Self Storage Self Storage 8.260%
55 GECC 5,040,000 5,040,000 Multifamily Conventional 7.950%
56 CMB 5,500,000 5,500,000 Retail Anchored 7.815%
--------------------------------------------------------------------------------------------------------------------------
57 GECC 11,788,000 11,776,173 Retail Anchored 8.410%
58 GECC 2,800,000 2,795,073 Manufactured Housing Manufactured Housing 8.350%
59 GECC 3,000,000 2,996,704 Retail Anchored 8.080%
60 GECC 3,040,000 3,040,000 Retail Unanchored 8.040%
61 GECC 7,900,000 7,883,720 Retail Anchored 8.340%
--------------------------------------------------------------------------------------------------------------------------
62 GECC 5,522,000 5,522,000 Retail Anchored 8.250%
63 GECC 6,100,000 6,093,243 Multifamily Conventional 8.050%
64 GECC 2,489,000 2,489,000 Self Storage Self Storage 8.370%
65 GECC 2,350,000 2,345,994 Office Office 7.990%
66 CMB 2,700,000 2,700,000 Office Office 8.236%
--------------------------------------------------------------------------------------------------------------------------
67 CMB 2,920,000 2,920,000 Office Office 8.236%
68 GECC 7,995,000 7,986,239 Multifamily Conventional 8.090%
69 GECC 3,175,000 3,171,706 Multifamily Conventional 8.290%
70 GECC 2,976,000 2,967,772 Retail Anchored (2) 8.760%
71 CMB 4,870,000 4,870,000 Retail Unanchored 8.186%
--------------------------------------------------------------------------------------------------------------------------
72 GECC 12,800,000 12,786,757 Industrial Office 8.300%
73 GECC 3,200,000 3,196,816 Manufactured Housing Manufactured Housing 8.440%
74 CMB 8,750,000 8,731,310 Retail Anchored 8.210%
75 CMB 15,700,000 15,683,486 Office Office 8.240%
76 GECC 4,583,000 4,575,401 Manufactured Housing Manufactured Housing 8.340%
--------------------------------------------------------------------------------------------------------------------------
77 GECC 4,491,000 4,481,259 Retail Unanchored 8.760%
78 BSFI 9,150,000 9,140,379 Office Office 8.000%
78a BSFI 6,932,955 6,925,665 Office Office
78b BSFI 2,217,045 2,214,714 Office Office
79 GECC 4,400,000 4,396,863 Manufactured Housing Manufactured Housing 7.700%
--------------------------------------------------------------------------------------------------------------------------
80 GECC 7,500,000 7,492,198 Industrial Industrial 8.280%
81 GECC 3,250,000 3,246,758 Retail Anchored 8.430%
82 BSFI 3,100,000 3,100,000 Retail Unanchored 7.975%
82a BSFI 920,000 920,000 Retail Anchored
82b BSFI 1,215,000 1,215,000 Retail Unanchored
82c BSFI 965,000 965,000 Retail Unanchored
--------------------------------------------------------------------------------------------------------------------------
83 GECC 1,350,000 1,350,000 Self Storage Self Storage 8.130%
84 GECC 12,400,000 12,391,897 Multifamily Conventional 8.130%
85 CMB 6,090,000 6,090,000 Industrial Office/Manufacturing 8.000%
86 GECC 7,000,000 6,995,168 Retail Anchored 7.860%
87 GECC 7,170,000 7,165,081 Multifamily Conventional 7.890%
--------------------------------------------------------------------------------------------------------------------------
88 GECC 4,300,000 4,297,050 Multifamily Conventional 7.890%
89 GECC 2,100,000 2,095,744 Retail Anchored 8.400%
90 GECC 6,436,000 6,436,000 Multifamily Conventional 7.930%
91 GECC 19,500,000 19,500,000 Office Office 7.980%
92 GECC 20,100,000 20,100,000 Office Office 7.980%
--------------------------------------------------------------------------------------------------------------------------
93 GECC 11,700,000 11,700,000 Office Office 7.980%
94 GECC 6,750,000 6,745,562 Multifamily Conventional 8.100%
95 GECC 23,500,000 23,451,572 Multifamily Conventional 8.340%
96 GECC 4,346,000 4,341,578 Retail Unanchored 8.360%
97 GECC 4,500,000 4,495,434 Self Storage Self Storage 8.370%
--------------------------------------------------------------------------------------------------------------------------
98 GECC 5,700,000 5,690,335 Office Office 8.250%
99 GECC 13,800,000 13,800,000 Multifamily Student Housing 7.990%
100 GECC 10,250,000 10,239,396 Industrial Office 8.300%
101 GECC 8,850,000 8,840,844 Industrial Office 8.300%
--------------------------------------------------------------------------------------------------------------------------
102 GECC 2,400,000 2,397,334 Multifamily Conventional 8.040%
103 GECC 10,530,000 10,518,051 Multifamily Conventional 7.960%
104 GECC 2,137,000 2,137,000 Retail Unanchored 8.010%
105 BSFI 12,600,000 12,586,637 Office Office 8.210%
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INTEREST ORIGINAL TERM TO STATED REMAINING ORIGINAL REMAINING
ADMINISTRATIVE ACCRUAL MATURITY OR APD TERM TO MATURITY AMORTIZATION AMORTIZATION
ID FEE RATE BASIS (MOS.) OR APD (MOS.) TERM (MOS.) TERM (MOS.)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 0.0516% ACT/360 120 118 360 358
2 0.0516% ACT/360 120 120 360 360
3 0.0516% ACT/360 84 84 360 360
4 0.0516% ACT/360 120 120 360 360
5 0.0516% ACT/360 120 119 360 359
------------------------------------------------------------------------------------------------------------------------------------
6 0.0516% ACT/360 120 120 360 360
7 0.0516% ACT/360 120 120 336 336
8 0.0866% ACT/360 120 119 360 359
9 0.0516% ACT/360 120 119 360 359
10 0.0516% ACT/360 120 119 360 359
------------------------------------------------------------------------------------------------------------------------------------
11 0.0516% ACT/360 120 118 300 298
12 0.0866% ACT/360 120 120 360 360
13 0.0516% ACT/360 120 118 360 358
14 0.0516% ACT/360 120 118 360 358
15 0.0516% ACT/360 60 59 360 359
------------------------------------------------------------------------------------------------------------------------------------
16 0.0516% ACT/360 120 118 360 358
17 0.0516% ACT/360 113 113 353 353
18 0.0516% ACT/360 120 119 360 359
19 0.1016% ACT/360 120 120 360 360
20 0.0516% ACT/360 120 120 360 360
------------------------------------------------------------------------------------------------------------------------------------
21 0.0516% ACT/360 120 118 360 358
22 0.0516% ACT/360 239 239 239 239
23 0.0516% ACT/360 229 229 229 229
24 0.0516% ACT/360 218 216 218 216
25 0.0516% ACT/360 120 120 360 360
------------------------------------------------------------------------------------------------------------------------------------
26 0.0516% ACT/360 240 240 240 240
27 0.0516% ACT/360 233 228 233 228
28 0.0516% ACT/360 120 119 360 359
29 0.0516% ACT/360 120 119 360 359
30 0.0516% ACT/360 120 118 312 310
------------------------------------------------------------------------------------------------------------------------------------
31 0.0516% ACT/360 60 58 360 358
32 0.0516% ACT/360 120 117 360 357
33 0.0516% ACT/360 120 120 287 287
33a
33b
------------------------------------------------------------------------------------------------------------------------------------
33c
33d
33e
33f
33g
------------------------------------------------------------------------------------------------------------------------------------
33h
33i
34 0.0866% ACT/360 120 119 360 359
35 0.0866% ACT/360 120 113 300 293
36 0.0516% ACT/360 120 119 360 359
------------------------------------------------------------------------------------------------------------------------------------
37 0.0516% ACT/360 120 119 360 359
38 0.0866% ACT/360 120 120 360 360
39 0.0816% ACT/360 120 120 360 360
40 0.0866% ACT/360 120 120 360 360
41 0.0516% ACT/360 120 116 360 356
------------------------------------------------------------------------------------------------------------------------------------
42 0.0516% ACT/360 120 120 360 360
43 0.0516% ACT/360 120 117 360 357
44 0.0516% ACT/360 120 120 360 360
45 0.0866% ACT/360 120 117 300 297
46 0.0516% ACT/360 120 118 360 358
------------------------------------------------------------------------------------------------------------------------------------
47 0.0516% ACT/360 116 114 296 294
48 0.0516% ACT/360 120 118 360 358
49 0.0516% ACT/360 120 118 360 358
50 0.0516% ACT/360 120 115 360 355
51 0.0516% ACT/360 120 118 360 358
------------------------------------------------------------------------------------------------------------------------------------
52 0.0516% ACT/360 120 116 324 320
53 0.0866% ACT/360 120 119 300 299
54 0.0516% ACT/360 120 120 300 300
55 0.0516% ACT/360 120 120 360 360
56 0.0866% ACT/360 120 117 0 0
------------------------------------------------------------------------------------------------------------------------------------
57 0.0516% ACT/360 120 118 360 358
58 0.0516% ACT/360 120 118 300 298
59 0.0516% ACT/360 120 118 360 358
60 0.0516% ACT/360 120 120 360 360
61 0.0516% ACT/360 120 116 360 356
------------------------------------------------------------------------------------------------------------------------------------
62 0.0516% ACT/360 120 120 360 360
63 0.0516% ACT/360 120 118 360 358
64 0.0516% ACT/360 120 120 360 360
65 0.0516% ACT/360 120 118 312 310
66 0.1016% ACT/360 120 120 360 360
------------------------------------------------------------------------------------------------------------------------------------
67 0.0916% ACT/360 120 120 360 360
68 0.0516% ACT/360 120 118 360 358
69 0.0516% ACT/360 120 118 360 358
70 0.0516% ACT/360 120 114 360 354
71 0.0866% ACT/360 120 120 360 360
------------------------------------------------------------------------------------------------------------------------------------
72 0.0516% ACT/360 120 118 360 358
73 0.0516% ACT/360 120 118 360 358
74 0.0866% ACT/360 120 116 360 356
75 0.0866% ACT/360 120 118 360 358
76 0.0516% ACT/360 120 117 360 357
------------------------------------------------------------------------------------------------------------------------------------
77 0.0516% ACT/360 120 115 360 355
78 0.0516% ACT/360 120 119 300 299
78a
78b
79 0.0516% ACT/360 120 119 360 359
------------------------------------------------------------------------------------------------------------------------------------
80 0.0516% ACT/360 120 118 360 358
81 0.0516% ACT/360 120 118 360 358
82 0.0516% ACT/360 120 120 300 300
82a
82b
82c
------------------------------------------------------------------------------------------------------------------------------------
83 0.0516% ACT/360 120 120 300 300
84 0.0516% ACT/360 120 119 360 359
85 0.0866% ACT/360 120 120 360 360
86 0.0516% ACT/360 120 119 360 359
87 0.0516% ACT/360 120 119 360 359
------------------------------------------------------------------------------------------------------------------------------------
88 0.0516% ACT/360 120 119 360 359
89 0.0516% ACT/360 120 116 360 356
90 0.0516% ACT/360 120 120 360 360
91 0.0516% ACT/360 120 120 360 360
92 0.0516% ACT/360 120 120 360 360
------------------------------------------------------------------------------------------------------------------------------------
93 0.0516% ACT/360 120 120 360 360
94 0.0516% ACT/360 60 59 360 359
95 0.0516% ACT/360 120 116 360 356
96 0.0516% ACT/360 120 118 360 358
97 0.0516% ACT/360 120 118 360 358
------------------------------------------------------------------------------------------------------------------------------------
98 0.0516% ACT/360 120 117 360 357
99 0.0516% ACT/360 120 118 360 360
100 0.0516% ACT/360 120 118 360 358
101 0.0516% ACT/360 120 118 360 358
------------------------------------------------------------------------------------------------------------------------------------
102 0.0516% ACT/360 120 118 360 358
103 0.0516% ACT/360 120 118 360 358
104 0.0516% ACT/360 120 120 360 360
105 0.0516% ACT/360 120 118 360 358
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIRST MATURITY ANNUAL MONTHLY REMAINING
PAYMENT DATE DEBT DEBT INTEREST-ONLY
ID DATE OR APD SERVICE SERVICE (3) PERIOD (MOS.)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 11/1/00 10/1/10 261,576 21,798 -
2 1/1/01 12/1/10 426,671 35,556 -
3 1/1/01 12/1/07 837,800 69,817 -
4 1/1/01 12/1/10 1,298,189 108,182 -
5 12/1/00 11/1/10 493,055 41,088 -
-------------------------------------------------------------------------------------------------
6 1/1/01 12/1/10 797,852 66,488 -
7 1/1/01 12/1/10 794,725 66,227 -
8 12/10/00 11/10/10 123,016 10,251 -
9 12/1/00 11/1/10 247,363 20,614 -
10 12/1/00 11/1/10 584,769 48,731 -
-------------------------------------------------------------------------------------------------
11 11/1/00 10/1/10 219,639 18,303 -
12 1/10/01 12/10/10 166,284 13,857 -
13 11/1/00 10/1/10 804,732 67,061 -
14 11/1/00 10/1/10 187,521 15,627 -
15 12/1/00 11/1/05 109,095 9,091 -
-------------------------------------------------------------------------------------------------
16 11/1/00 10/1/10 482,222 40,185 -
17 1/1/01 5/1/10 166,295 13,858 -
18 12/1/00 11/1/10 414,699 34,558 -
19 1/10/01 12/10/10 225,085 18,757 -
20 1/1/01 12/1/10 267,999 22,333 -
-------------------------------------------------------------------------------------------------
21 11/1/00 10/1/10 199,077 16,590 -
22 2/1/01 12/1/20 110,063 9,172 -
23 1/1/01 1/1/20 123,859 10,322 -
24 11/1/00 12/1/18 168,487 14,041 -
25 2/1/01 1/1/11 133,335 11,111 -
-------------------------------------------------------------------------------------------------
26 1/1/01 12/1/20 123,629 10,302 -
27 8/1/00 12/1/19 181,998 15,167 -
28 12/1/00 11/1/10 996,258 83,022 -
29 12/1/00 11/1/10 219,002 18,250 -
30 11/1/00 10/1/10 762,854 63,571 -
-------------------------------------------------------------------------------------------------
31 11/1/00 10/1/05 1,102,137 91,845 -
32 10/1/00 9/1/10 289,164 24,097 -
33 1/1/01 12/1/10 3,511,678 292,640 -
33a
33b
-------------------------------------------------------------------------------------------------
33c
33d
33e
33f
33g
-------------------------------------------------------------------------------------------------
33h
33i
34 12/10/00 11/10/10 825,521 68,793 -
35 6/10/00 5/10/10 3,227,550 268,963 -
36 12/1/00 11/1/10 697,066 58,089 -
-------------------------------------------------------------------------------------------------
37 12/1/00 11/1/10 134,217 11,185 -
38 1/10/01 12/10/10 246,105 20,509 -
39 1/10/01 12/10/10 1,349,848 112,487 -
40 1/10/01 12/10/10 310,110 25,842 -
41 9/1/00 8/1/10 163,642 13,637 -
-------------------------------------------------------------------------------------------------
42 1/1/01 12/1/10 317,897 26,491 -
43 10/1/00 9/1/10 711,789 59,316 -
44 1/1/01 12/1/10 552,791 46,066 -
45 10/10/00 9/10/10 1,635,795 136,316 -
46 11/1/00 10/1/10 236,373 19,698 -
-------------------------------------------------------------------------------------------------
47 11/1/00 6/1/10 483,963 40,330 -
48 11/1/00 10/1/10 396,609 33,051 -
49 11/1/00 10/1/10 431,522 35,960 -
50 8/1/00 7/1/10 611,950 50,996 -
51 11/1/00 10/1/10 1,342,799 111,900 -
-------------------------------------------------------------------------------------------------
52 9/1/00 8/1/10 1,344,675 112,056 -
53 12/10/00 11/10/10 448,389 37,366 -
54 1/1/01 12/1/10 165,715 13,810 -
55 1/1/01 12/1/10 441,675 36,806 -
56 10/10/00 9/10/10 435,795 36,316 117
-------------------------------------------------------------------------------------------------
57 11/1/00 10/1/10 1,078,665 89,889 -
58 11/1/00 10/1/10 267,168 22,264 -
59 11/1/00 10/1/10 266,166 22,180 -
60 1/1/01 12/1/10 268,695 22,391 -
61 9/1/00 8/1/10 718,208 59,851 -
-------------------------------------------------------------------------------------------------
62 2/1/01 1/1/11 497,819 41,485 -
63 11/1/00 10/1/10 539,669 44,972 -
64 1/1/01 12/1/10 226,913 18,909 -
65 11/1/00 10/1/10 214,864 17,905 -
66 1/10/01 12/10/10 243,092 20,258 -
-------------------------------------------------------------------------------------------------
67 1/10/01 12/10/10 262,899 21,908 -
68 11/1/00 10/1/10 710,002 59,167 -
69 11/1/00 10/1/10 287,305 23,942 -
70 7/1/00 6/1/10 281,202 23,433 -
71 1/10/01 12/10/10 436,414 36,368 -
-------------------------------------------------------------------------------------------------
72 11/1/00 10/1/10 1,159,349 96,612 -
73 11/1/00 10/1/10 293,631 24,469 -
74 9/10/00 8/10/10 785,879 65,490 -
75 11/10/00 10/10/10 1,414,062 117,839 -
76 10/1/00 9/1/10 416,651 34,721 -
-------------------------------------------------------------------------------------------------
77 8/1/00 7/1/10 424,354 35,363 -
78 12/1/00 11/1/10 847,454 70,621 -
78a
78b
79 12/1/00 11/1/10 376,443 31,370 -
-------------------------------------------------------------------------------------------------
80 11/1/00 10/1/10 678,039 56,503 -
81 11/1/00 10/1/10 297,944 24,829 -
82 1/1/01 12/1/10 286,500 23,875 -
82a
82b
82c
-------------------------------------------------------------------------------------------------
83 2/1/01 1/1/11 126,433 10,536 -
84 12/1/00 11/1/10 1,105,357 92,113 -
85 1/10/01 12/10/10 536,235 44,686 -
86 12/1/00 11/1/10 608,184 50,682 -
87 12/1/00 11/1/10 624,746 52,062 -
-------------------------------------------------------------------------------------------------
88 12/1/00 11/1/10 374,673 31,223 -
89 9/1/00 8/1/10 191,983 15,999 -
90 1/1/01 12/1/10 562,937 46,911 -
91 1/1/01 12/1/10 1,713,748 142,812 -
92 1/1/01 12/1/10 1,766,478 147,207 -
-------------------------------------------------------------------------------------------------
93 1/1/01 12/1/10 1,028,249 85,687 -
94 12/1/00 11/1/05 600,006 50,000 -
95 9/1/00 8/1/10 2,136,441 178,037 -
96 11/1/00 10/1/10 395,841 32,987 -
97 11/1/00 10/1/10 410,248 34,187 -
-------------------------------------------------------------------------------------------------
98 10/1/00 9/1/10 513,866 42,822 -
99 11/1/00 10/1/10 1,213,960 101,163 23
100 11/1/00 10/1/10 928,385 77,365 -
101 11/1/00 10/1/10 801,581 66,798 -
-------------------------------------------------------------------------------------------------
102 11/1/00 10/1/10 212,128 17,677 -
103 11/1/00 10/1/10 923,664 76,972 -
104 1/1/01 12/1/10 188,345 15,695 -
105 11/1/00 10/1/10 1,131,666 94,306 -
-------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CROSSED
APD WITH GRACE PAYMENT
ID LOCKBOX (YES/NO) OTHER LOANS DSCR PERIOD DATE
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 No No 1.46 5 1
2 No No 1.35 5 1
3 No No 1.25 5 1
4 No No 1.26 5 1
5 No No 1.45 5 1
---------------------------------------------------------------------------------------------------------------------------
6 No No 1.49 10 1
7 No No 1.35 5 1
8 No No 1.28 0 10
9 No No 1.27 5 1
10 No No 1.22 5 1
---------------------------------------------------------------------------------------------------------------------------
11 No No 1.29 5 1
12 No No 1.27 0 10
13 No No 1.26 5 1
14 No No 1.25 5 1
15 No No 1.26 5 1
---------------------------------------------------------------------------------------------------------------------------
16 No No 1.26 5 1
17 No No 1.27 5 1
18 No No 1.26 5 1
19 No No 1.26 0 10
20 No No 1.27 5 1
---------------------------------------------------------------------------------------------------------------------------
21 No No 1.34 5 1
22 Hard No No 1.08 5 1
23 Hard No No 1.07 5 1
24 Hard No No 1.04 5 1
25 No No 1.21 5 1
---------------------------------------------------------------------------------------------------------------------------
26 Hard No No 1.11 5 1
27 Hard No No 1.14 15 1
28 No No 1.22 5 1
29 No No 1.26 5 1
30 No No 1.25 5 1
---------------------------------------------------------------------------------------------------------------------------
31 Springing Hard No No 1.43 5 1
32 No Yes a 1.25 5 1
33 Springing Hard (Set-Up at Closing) Yes No 2.18 5 1
33a Springing Hard (Set-Up at Closing)
33b Springing Hard (Set-Up at Closing)
---------------------------------------------------------------------------------------------------------------------------
33c Springing Hard (Set-Up at Closing)
33d Springing Hard (Set-Up at Closing)
33e Springing Hard (Set-Up at Closing)
33f Springing Hard (Set-Up at Closing)
33g Springing Hard (Set-Up at Closing)
---------------------------------------------------------------------------------------------------------------------------
33h Springing Hard (Set-Up at Closing)
33i Springing Hard (Set-Up at Closing)
34 No No 1.23 0 10
35 No No 1.38 0 10
36 No No 1.22 5 1
---------------------------------------------------------------------------------------------------------------------------
37 No No 1.21 5 1
38 No No 1.22 0 10
39 No No 1.34 0 10
40 No No 1.39 0 10
41 No No 1.23 5 1
---------------------------------------------------------------------------------------------------------------------------
42 No No 1.27 5 1
43 No No 1.21 5 1
44 No No 1.26 5 1
45 No No 1.46 0 10
46 No No 1.26 5 1
---------------------------------------------------------------------------------------------------------------------------
47 No No 1.41 5 1
48 No No 1.21 5 1
49 No No 1.28 5 1
50 No No 1.34 5 1
51 No No 1.22 5 1
---------------------------------------------------------------------------------------------------------------------------
52 Springing Hard (Set-Up at Closing) Yes No 1.91 5 1
53 No No 1.36 0 10
54 No No 1.40 5 1
55 No Yes a 1.25 5 1
56 No No 1.96 0 10
---------------------------------------------------------------------------------------------------------------------------
57 No No 1.20 5 1
58 No No 1.28 5 1
59 No No 1.31 5 1
60 No No 1.32 5 1
61 No No 1.20 5 1
---------------------------------------------------------------------------------------------------------------------------
62 No No 1.31 5 1
63 No No 1.28 5 1
64 No No 1.25 5 1
65 No No 1.46 5 1
66 No No 1.38 0 10
---------------------------------------------------------------------------------------------------------------------------
67 No No 1.38 0 10
68 No No 1.24 5 1
69 No No 1.22 5 1
70 No No 1.30 5 1
71 No No 1.35 0 10
---------------------------------------------------------------------------------------------------------------------------
72 No No 1.20 5 1
73 No No 1.61 5 1
74 No No 1.28 0 10
75 No No 1.05 0 10
76 No No 1.22 5 1
---------------------------------------------------------------------------------------------------------------------------
77 No No 1.35 5 1
78 No No 1.54 5 1
78a
78b
79 No No 1.55 5 1
---------------------------------------------------------------------------------------------------------------------------
80 No No 1.22 5 1
81 No No 1.21 5 1
82 No No 2.42 5 1
82a
82b
82c
---------------------------------------------------------------------------------------------------------------------------
83 No No 1.38 5 1
84 No No 1.23 5 1
85 No No 1.23 0 10
86 No No 1.43 5 1
87 No No 1.23 5 1
---------------------------------------------------------------------------------------------------------------------------
88 No No 1.24 5 1
89 No No 1.23 5 1
90 No No 1.32 5 1
91 No Yes b 1.24 5 1
92 No Yes b 1.24 5 1
---------------------------------------------------------------------------------------------------------------------------
93 No No 1.22 5 1
94 No No 1.28 5 1
95 No No 1.22 5 1
96 No No 1.28 5 1
97 No No 1.41 5 1
---------------------------------------------------------------------------------------------------------------------------
98 No No 1.25 5 1
99 No No 1.31 5 1
100 No Yes c 1.22 5 1
101 No Yes c 1.22 5 1
---------------------------------------------------------------------------------------------------------------------------
102 No No 1.21 5 1
103 No No 1.24 5 1
104 No No 1.26 5 1
105 No No 1.39 5 1
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF LTV
APPRAISED DATE LTV RATIO AT
ID VALUE RATIO MATURITY ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 5,400,000 51.8% 47.1% 1000 Corporate Pointe
2 7,600,000 63.2% 56.7% 139 Fifth Avenue
3 13,500,000 69.3% 65.0% 1634 Eye Street
4 19,300,000 74.6% 67.2% 16522 Hunters Green Parkway
5 9,260,000 59.4% 53.4% 1712 Eye Street, NW
------------------------------------------------------------------------------------------------------------------------------------
6 12,400,000 71.8% 64.6% 2221 Park Place
7 13,000,000 67.7% 59.1% 33-51 Main Street
8 1,900,000 69.2% 62.9% 6518, 6520, 6522 South McCarran Boulevard
9 4,100,000 68.7% 61.5% 655 Fifth Avenue & 251 19th Street
10 8,200,000 79.9% 71.8% 743-749 Amsterdam Avenue
------------------------------------------------------------------------------------------------------------------------------------
11 3,100,000 74.0% 61.9% 10830 West Road
12 2,470,000 76.6% 68.5% 20359 North 59th Avenue
13 11,450,000 79.8% 71.5% 9855 Shadow Way
14 2,740,000 74.9% 67.8% 10290 Phillips Highway
15 1,850,000 64.8% 62.4% 321 12th Street
------------------------------------------------------------------------------------------------------------------------------------
16 7,050,000 74.6% 67.5% 1910 Palomar Oaks Way
17 2,350,000 77.6% 70.2% 4100 Amon Carter Boulevard
18 5,950,000 77.3% 69.6% 4300-4380 Cleveland Avenue
19 3,400,000 73.5% 66.2% 16821 & 16903 Buccaneer Lane & 1115 Gemini Avenue
20 3,830,000 80.0% 71.5% 8850 Fair Oaks Crossing
------------------------------------------------------------------------------------------------------------------------------------
21 2,800,000 78.5% 70.8% 2300 McDermott Drive
22 1,300,000 89.6% 0.9% 204 Great East Neck Road
23 1,450,000 87.5% 0.8% 341 West High Street
24 1,900,000 86.6% 0.8% 19305 West Catawba Avenue
25 1,950,000 76.9% 69.0% 211 North Main Street
------------------------------------------------------------------------------------------------------------------------------------
26 1,600,000 87.5% 0.9% Route 44
27 2,300,000 81.7% 0.8% 197 Boston Turnpike
28 16,000,000 70.1% 62.9% 3801 East Florida Ave
29 3,400,000 70.5% 63.7% 11299 San Pablo Avenue
30 10,280,000 78.7% 67.0% 8200 Bolsa Avenue
------------------------------------------------------------------------------------------------------------------------------------
31 18,400,000 65.2% 62.8% 12234 North Interstate Highway 35
32 4,090,000 79.7% 71.5% 1801 West Walnut Street
33 66,900,000 54.7% 44.4% Various
33a 5,800,000 2454 Old Dorsett Road
33b 6,600,000 7013 Shallowford Road
------------------------------------------------------------------------------------------------------------------------------------
33c 12,400,000 10 Ulenski Drive
33d 3,600,000 1500 South Abilene Street
33e 6,600,000 8501 Hampton Boulevard
33f 8,200,000 6617 Governor Ritchie Highway
33g 10,500,000 4361 West Reno Avenue
------------------------------------------------------------------------------------------------------------------------------------
33h 7,200,000 22 Montage Mountain Road
33i 6,000,000 110 Harper Park Drive
34 13,750,000 66.9% 60.2% 808-814 State Street
35 47,000,000 69.1% 58.7% 315 Julia Street and 727 South Peters Street
36 10,250,000 78.0% 69.7% 2655 North Althea Drive
------------------------------------------------------------------------------------------------------------------------------------
37 2,225,000 67.4% 60.6% 3888 Northwest Randall Way
38 3,800,000 73.6% 65.9% 8000 Forbes Road
39 19,000,000 80.0% 71.8% 3202 East Greenway Parkway
40 5,350,000 63.6% 57.4% 1400 Dumas Avenue
41 2,350,000 76.4% 69.1% 4613 Denton Highway
------------------------------------------------------------------------------------------------------------------------------------
42 4,850,000 72.2% 65.1% 140 Franklin Turnpike
43 11,000,000 72.6% 65.3% 4992-5082 East Hampden Avenue
44 7,900,000 80.0% 71.5% 2004 Midway Drive
45 24,500,000 69.2% 58.0% 31 Hampshire Street
46 3,850,000 66.2% 60.1% 1150 Hungryneck Boulevard
------------------------------------------------------------------------------------------------------------------------------------
47 8,100,000 59.0% 50.3% 2990 Route 66
48 6,000,000 74.9% 67.2% 5200 North Keystone Avenue
49 6,500,000 74.5% 67.0% 699 South Green Bay Road
50 10,000,000 66.8% 60.6% 14622 Ventura Boulevard
51 19,610,000 78.8% 70.4% 5201 Laguna Oaks Drive
------------------------------------------------------------------------------------------------------------------------------------
52 25,500,000 57.7% 49.7% 900 Hammond Street
53 7,400,000 64.8% 53.7% 751 Miller Drive
54 2,600,000 67.3% 56.0% 777 East Channel Islands Boulevard
55 6,300,000 79.7% 71.5% 1721 Teasley Lane
56 10,500,000 52.4% 52.4% 711 Texas Avenue South
------------------------------------------------------------------------------------------------------------------------------------
57 15,200,000 77.5% 70.1% 422 West Loop 281
58 4,060,000 68.8% 57.5% 3330 Dunes Drive
59 4,000,000 74.9% 67.3% 1071 & 1079 West FM 3040
60 4,060,000 74.9% 67.1% 2944 South Mason
61 11,100,000 71.0% 64.2% 1457 West Southern Avenue
------------------------------------------------------------------------------------------------------------------------------------
62 7,200,000 76.7% 69.0% 2108-2236 East El Monte Way
63 7,750,000 78.6% 70.6% 8700 Millicent Way
64 3,300,000 75.4% 68.1% 13845 North 7th Street
65 4,075,000 57.6% 48.6% 35150-35360 Nankin Boulevard
66 4,500,000 60.0% 56.0% 16416 Northchase Drive
------------------------------------------------------------------------------------------------------------------------------------
67 4,085,000 71.5% 64.4% 301 North 29th Street, 201-211 North 25th Street, 3030 4th Avenue North
68 12,250,000 65.2% 58.6% 502-530 Calle Montecito
69 4,400,000 72.1% 65.1% 501 East Virginia Way
70 4,465,000 66.5% 60.7% 20910 108th Avenue Southeast
71 6,700,000 72.7% 65.4% 1170 Park Boulevard
------------------------------------------------------------------------------------------------------------------------------------
72 16,800,000 76.1% 68.7% 6550 First Park Ten
73 4,945,000 64.6% 58.5% 100 Ogier Avenue
74 11,490,000 76.0% 68.5% 7501-7585 West Washington Avenue
75 20,000,000 78.4% 70.7% 4800 Great America Parkway
76 6,260,000 73.1% 66.1% 11789 Main Street
------------------------------------------------------------------------------------------------------------------------------------
77 6,300,000 71.1% 65.0% 548-550 Contra Costa Boulevard
78 15,250,000 59.9% 49.6% Various
78a 11,900,000 405-525 Southwest 5th Street
78b 3,350,000 401 SW 7th Street
79 7,000,000 62.8% 55.9% 2025 East Jemez Road
------------------------------------------------------------------------------------------------------------------------------------
80 10,750,000 69.7% 62.9% 3702 C Street Northeast
81 4,400,000 73.8% 66.8% 13216-13240 North 7th Street
82 8,900,000 34.8% 28.8% Various
82a 2,400,000 6612 Baltimore National Pike
82b 3,900,000 8725 & 8727 Loch Raven Boulevard
82c 2,600,000 2108 Emmorton Road
------------------------------------------------------------------------------------------------------------------------------------
83 1,970,000 68.5% 56.8% 555 South Lovers Lane
84 15,700,000 78.9% 70.8% 101 Smoky Crossing Way
85 7,550,000 80.7% 72.2% 1301-1327 East Gude Drive and 689-713 Lofstrand Lane
86 10,400,000 67.3% 60.1% 1142 Temple Avenue
87 9,750,000 73.5% 65.7% 922 North Sidney Avenue
------------------------------------------------------------------------------------------------------------------------------------
88 6,000,000 71.6% 64.0% 751 Arkansas Highway 16 East
89 2,625,000 79.8% 72.3% 1400 Altamont Avenue
90 8,200,000 78.5% 70.2% 8401 Skillman Street
91 25,350,000 73.8% 66.1% 7101 Executive Center Drive, 278 Franklin Road, 7000 Executive
Drive & 7100 Executive Drive
92 28,300,000 73.8% 66.1% 214-216 Centerview Drive & 7003 Chadwick Drive
------------------------------------------------------------------------------------------------------------------------------------
93 15,200,000 77.0% 68.8% 604 Locust Street
94 8,700,000 77.5% 74.4% 900 Frances Way
95 32,000,000 73.3% 66.3% 700 Northeast 122nd Street
96 6,250,000 69.5% 62.8% 5709 Woodway
97 6,300,000 71.4% 64.5% 16 West Aylesbury Road
------------------------------------------------------------------------------------------------------------------------------------
98 7,300,000 77.9% 70.3% 18601 LBJ Freeway
99 19,250,000 71.7% 66.3% 228 Dixie Drive
100 13,000,000 78.8% 71.2% 5800 Northwest Parkway
101 11,200,000 78.8% 71.2% 6000 Northwest Parkway
------------------------------------------------------------------------------------------------------------------------------------
102 3,100,000 77.3% 69.4% 2651 Clark Towers Court
103 13,000,000 80.9% 72.5% 7840 Moon Road
104 3,100,000 68.9% 61.7% 1830 East Washington Boulevard
105 18,300,000 68.8% 62.0% 520-550 Washington Street & 30 Hotaling Place
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NET UNITS
YEAR YEAR RENTABLE OF
ID CITY STATE ZIP CODE BUILT RENOVATED AREA SF/UNITS MEASURE
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 Culver City CA 90230 1984 1999 23,529 Sq. Ft.
2 New York NY 10010 1900 1996 26,000 Sq. Ft.
3 Washington DC 20006 1962 65,735 Sq. Ft.
4 Hagerstown MD 21740 2000 487,000 Sq. Ft.
5 Washington DC 20006 1960 2000 50,462 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
6 El Segundo CA 90245 1966 2000 55,055 Sq. Ft.
7 Westport CT 06880 1900 1990 17,892 Sq. Ft.
8 Reno NV 89509 1999 11,277 Sq. Ft.
9 Brooklyn NY 11211 1903 1999 19 Units
10 New York NY 10025 1926 2000 26,780 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
11 Houston TX 77064 1999 55,390 Sq. Ft.
12 Glendale AZ 85308 2000 13,942 Sq. Ft.
13 Dallas TX 75243 1979 292 Units
14 Jacksonville FL 32256 1996 18,160 Sq. Ft.
15 Manhattan Beach CA 90266 1984 7,388 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
16 Carlsbad CA 92008 1998 71,420 Sq. Ft.
17 Fort Worth TX 76155 1984 1998 30,029 Sq. Ft.
18 Ft. Myers FL 33901 1991 2000 50,650 Sq. Ft.
19 Houston TX 77058 1965 1995 69,993 Sq. Ft.
20 Dallas TX 75243 1979 160 Units
------------------------------------------------------------------------------------------------------------------------
21 Plano TX 75025 1999 13,007 Sq. Ft.
22 West Babylon NY 11704 2000 10,125 Sq. Ft.
23 Bryan OH 43506 1960 1999 10,765 Sq. Ft.
24 Cornelius NC 28031 1998 10,125 Sq. Ft.
25 Mullica Hill NJ 08062 2000 10,125 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
26 Poughkeepsie NY 12603 2000 10,125 Sq. Ft.
27 Shrewsbury MA 01545 1999 11,045 Sq. Ft.
28 Denver CO 80210 1980 153,040 Sq. Ft.
29 El Cerrito CA 94530 1980 25,682 Sq. Ft.
30 Midway City CA 92655 1970 189 Units
------------------------------------------------------------------------------------------------------------------------
31 Austin TX 78753 2000 185,485 Sq. Ft.
32 Garland TX 75042 1984 84 Units
33 Various Various Various Various Various 1,181 Units
33a Maryland Heights MO 63043 1987 1999 122 Units
33b Chattanooga TN 37421 1988 1996 167 Units
------------------------------------------------------------------------------------------------------------------------
33c Colonie NY 12205 1986 1997 154 Units
33d Aurora CO 80012 1985 1999 132 Units
33e Norfolk VA 23505 1990 119 Units
33f Glen Burnie MD 21061 1990 1999 115 Units
33g Oklahoma City OK 73107 1982 1998 135 Units
------------------------------------------------------------------------------------------------------------------------
33h Scranton PA 18507 1994 129 Units
33i Beckley WV 25801 1992 108 Units
34 Santa Barbara CA 93101 1920 1997 57,501 Sq. Ft.
35 New Orleans LA 70130 1909 1999 372 Units
36 Fayetteville AR 72704 2000 228 Units
------------------------------------------------------------------------------------------------------------------------
37 Silverdale WA 98383 1996 15,361 Sq. Ft.
38 Springfield VA 22151 1971 60,304 Sq. Ft.
39 Phoenix AZ 85032 1989 205,848 Sq. Ft.
40 Dumas TX 79029 1985 152,286 Sq. Ft.
41 Haltom City TX 76117 1997 17,400 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
42 Waldwick NJ 07463 1995 25,600 Sq. Ft.
43 Denver CO 80222 1961 1984 69,179 Sq. Ft.
44 Harrington DE 19952 1999 90,988 Sq. Ft.
45 Mansfield MA 02048 1979 2000 202 Units
46 Mount Pleasant SC 29464 1999 23,400 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
47 Neptune NJ 07753 1999 94,450 Sq. Ft.
48 Indianapolis IN 46220 1957 1981 92,233 Sq. Ft.
49 Neenah WI 54956 1990 74,038 Sq. Ft.
50 Sherman Oaks CA 91403 1938 1988 46,411 Sq. Ft.
51 Elk Grove CA 95758 1999 201 Units
------------------------------------------------------------------------------------------------------------------------
52 West Hollywood CA 90069 1975 2000 132 Units
53 Leesburg VA 22075 1988 84,354 Sq. Ft.
54 Oxnard CA 93033 1999 46,501 Sq. Ft.
55 Denton TX 76205 1971 1974 161 Units
56 College Station TX 77840 1997 106,922 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
57 Longview TX 75605 1992 2000 153,260 Sq. Ft.
58 Marina CA 93933 1979 65 Units
59 Lewisville TX 75067 2000 24,566 Sq. Ft.
60 Katy TX 77450 2000 26,355 Sq. Ft.
61 Mesa AZ 85202 1981 1985 71,473 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
62 Dinuba CA 93618 1991 98,520 Sq. Ft.
63 Shreveport LA 71115 1983 2000 240 Units
64 Phoenix AZ 85022 1997 48,575 Sq. Ft.
65 Westland MI 48185 1989 42,601 Sq. Ft.
66 Houston TX 77060 1979 1995 61,091 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
67 Billings MT 59101 1954 2000 73,311 Sq. Ft.
68 Oceanside CA 92057 1984 1998 150 Units
69 Barstow CA 92311 1993 2000 144 Units
70 Kent WA 98031 1985 39,009 Sq. Ft.
71 Plano TX 75074 1970 1995 126,225 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
72 San Antonio TX 78213 1999 126,143 Sq. Ft.
73 Morgan Hill CA 95037 1987 120 Units
74 Las Vegas NV 89128 2000 135,592 Sq. Ft.
75 Santa Clara CA 95054 1982 71,570 Sq. Ft.
76 Akron NY 14001 1973 1986 220 Units
------------------------------------------------------------------------------------------------------------------------
77 Pleasant Hill CA 94523 1978 1991 36,264 Sq. Ft.
78 Des Moines IA 50309 Various 195,790 Sq. Ft.
78a Des Moines IA 50309 1998 1993 157,593 Sq. Ft.
78b Des Moines IA 50309 2000 38,197 Sq. Ft.
79 Los Alamos NM 87544 1969 182 Units
------------------------------------------------------------------------------------------------------------------------
80 Auburn WA 98002 2000 108,924 Sq. Ft.
81 Phoenix AZ 85022 1981 1995 25,040 Sq. Ft.
82 Various MD Various Various 155,638 Sq. Ft.
82a Catonsville MD 21228 1965 1990 20,000 Sq. Ft.
82b Towson MD 21286 1972 1995 109,120 Sq. Ft.
82c Bel Air MD 21015 1968 1995 26,518 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
83 Visalia CA 93292 1999 41,500 Sq. Ft.
84 Seymour TN 37865 2000 180 Units
85 Rockville MD 20850 1970 121,039 Sq. Ft.
86 Colonial Heights VA 23834 1990 130,050 Sq. Ft.
87 Russellville AR 72801 1998 252 Units
------------------------------------------------------------------------------------------------------------------------
88 Siloam Springs AR 72761 1999 144 Units
89 Rotterdam NY 12303 1999 24,000 Sq. Ft.
90 Dallas TX 75231 1978 248 Units
91 Brentwood TN 37027 1984 1997 243,691 Sq. Ft.
92 Brentwood TN 37027 1983 1998 248,109 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
93 Des Moines IA 50309 1924 1990 217,638 Sq. Ft.
94 Richardson TX 75081 1979 1999 200 Units
95 Oklahoma City OK 73114 1997 2000 588 Units
96 Houston TX 77057 2000 21,900 Sq. Ft.
97 Timonium MD 21093 1998 66,134 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
98 Mesquite TX 75150 1976 1999 90,000 Sq. Ft.
99 Tallahassee FL 32304 2000 152 Units
100 San Antonio TX 78249 1999 106,237 Sq. Ft.
101 San Antonio TX 78249 1999 84,525 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
102 Las Vegas NV 89102 1999 64 Units
103 Columbus GA 31909 1999 236 Units
104 Pasadena CA 91104 2000 8,681 Sq. Ft.
105 San Francisco CA 94111 1852 1998 55,066 Sq. Ft.
------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOAN PER NET ACTUAL,
RENTABLE AREA PREPAYMENT ACTUAL ANNUALIZED, OR UNDERWRITTEN
ID SF/UNITS PROVISIONS 1998 NOI TTM 1999/2000 NOI NOI
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 118.89 L(3.92),D(6.00),O(0.08) 98,841 184,431 408,747
2 184.62 L(3.92),D(6.00),O(0.08) 366,689 622,406
3 142.24 L(3.92),D(2.91),O(0.17) 1,165,162 1,131,255
4 29.57 L(3.92),D(6.00),O(0.08) 1,721,418
5 108.92 L(3.92),D(6.00),O(0.08) 562,966 602,973 800,487
---------------------------------------------------------------------------------------------------------------------------------
6 161.66 L(3.92),D(6.00),O(0.08) 1,199,251
7 491.84 L(3.92),D(6.00),O(0.08) 690,330 885,959 1,102,170
8 116.54 L(2.08),D(7.67),O(0.25) 168,005
9 148,320.65 L(2.08),D(7.67),O(0.25) 396,562 318,248
10 244.80 L(2.08),D(7.67),O(0.25) 448,457 728,268
---------------------------------------------------------------------------------------------------------------------------------
11 41.41 L(2.17),D(7.58),O(0.25) 270,019 290,688
12 135.63 L(2.00),D(7.75),O(0.25) 229,734
13 31,293.50 L(2.17),D(7.58),O(0.25) 933,537 1,046,976 1,086,886
14 113.05 L(2.17),D(7.58),O(0.25) 250,222 306,488 249,837
15 162.32 L(2.08),D(2.67),O(0.25) 173,802 202,752 146,736
---------------------------------------------------------------------------------------------------------------------------------
16 73.65 L(2.17),D(7.58),O(0.25) 485,385 616,306
17 60.75 L(2.00),D(7.17),O(0.25) 207,357 247,784 244,421
18 90.76 L(2.08),D(7.67),O(0.25) 371,641 373,581 559,817
19 35.72 L(2.00),D(7.75),O(0.25) 125,723 148,328 381,300
20 19,150.00 L(2.00),D(7.75),O(0.25) 303,691 394,593 379,370
---------------------------------------------------------------------------------------------------------------------------------
21 168.96 L(2.17),D(7.58),O(0.25) 283,805
22 115.06 L(2.00),D(17.67),O(0.25) 120,814
23 117.88 L(2.00),D(16.83),O(0.25) 134,343
24 162.50 L(2.17),D(15.75),O(0.25) 176,745
25 148.15 L(2.00),D(7.75),O(0.25) 162,670
---------------------------------------------------------------------------------------------------------------------------------
26 138.27 L(2.00),D(17.75),O(0.25) 139,725
27 170.23 L(2.42),D(16.75),O(0.25) 208,825
28 73.32 L(2.08),D(7.67),O(0.25) 1,155,970 1,444,362 1,375,094
29 93.39 L(2.08),D(7.67),O(0.25) 302,591 338,376 302,205
30 42,789.15 L(2.17),D(7.58),O(0.25) 1,007,457 1,062,896 961,650
---------------------------------------------------------------------------------------------------------------------------------
31 64.63 L(1.92),YMor1%(2.91),O(0.17) 1,639,552
32 38,622.57 L(2.25),D(7.50),O(0.25) 412,795 372,577
33 30,990.69 L(2.00),D(7.75),O(0.25) 9,676,813 8,892,854 8,549,303
33a 19,490.16 626,107 559,220 541,226
33b 21,953.29 1,057,550 884,009 882,771
---------------------------------------------------------------------------------------------------------------------------------
33c 45,415.58 1,678,726 1,612,296 1,537,438
33d 14,943.18 795,606 509,139 481,518
33e 31,648.74 904,572 977,973 918,428
33f 43,415.65 1,113,999 1,221,505 1,164,111
33g 39,245.93 1,346,537 1,240,592 1,186,185
---------------------------------------------------------------------------------------------------------------------------------
33h 32,906.20 1,138,995 1,111,236 1,073,365
33i 30,438.89 1,014,721 776,884 764,261
34 159.89 L(2.08),D(7.67),O(0.25) 1,043,746 1,148,608 1,118,323
35 87,274.83 L(2.58),D(7.17),O(0.25) 4,291,124 5,663,215 5,227,232
36 35,063.65 L(2.08),D(7.67),O(0.25) 266,444 907,162
---------------------------------------------------------------------------------------------------------------------------------
37 97.59 L(2.08),D(7.67),O(0.25) 51,800 174,192 189,838
38 46.35 L(2.00),D(7.75),O(0.25) 325,375 357,534 344,993
39 73.84 L(2.00),D(7.75),O(0.25) 1,686,969 1,914,856 1,942,575
40 22.33 L(2.00),D(7.75),O(0.25) 546,054 596,159 562,346
41 103.24 L(2.33),D(7.42),O(0.25) 116,171 217,599
---------------------------------------------------------------------------------------------------------------------------------
42 136.72 L(3.92),D(6.00),O(0.08) 302,085 276,434 432,889
43 115.44 L(2.25),D(7.50),O(0.25) 903,304 1,023,013 940,351
44 69.46 L(2.00),D(7.75),O(0.25) 571,351 730,869
45 83,929.90 L(2.25),D(7.42),O(0.33) 2,463,330 2,698,688 2,852,731
46 108.87 L(2.17),D(7.58),O(0.25) 67,318 321,432
---------------------------------------------------------------------------------------------------------------------------------
47 50.62 L(3.92),D(5.67),O(0.08) 281,713 691,963 694,763
48 48.73 L(2.17),D(7.58),O(0.25) 501,232 585,148 536,837
49 65.44 L(2.17),D(7.58),O(0.25) 661,180 657,925 597,840
50 144.01 L(2.42),D(7.33),O(0.25) 677,588 780,628 900,477
51 76,875.25 L(2.17),D(7.58),O(0.25) 1,431,147 1,674,894
---------------------------------------------------------------------------------------------------------------------------------
52 111,403.26 L(2.33),D(7.17),O(0.50) 3,005,355 2,765,981 2,855,112
53 56.84 L(2.08),D(7.67),O(0.25) 449,214 701,502 724,989
54 37.63 L(2.00),D(7.75),O(0.25) 157,600 238,908
55 31,304.35 L(2.00),D(7.75),O(0.25) 506,986 624,484 606,612
56 51.44 L(2.25),D(7.50),O(0.25) 558,303 873,955 895,617
---------------------------------------------------------------------------------------------------------------------------------
57 76.84 L(2.17),D(7.58),O(0.25) 745,671 1,358,251
58 43,001.13 L(2.17),D(7.58),O(0.25) 349,260 345,380
59 121.99 L(2.17),D(7.58),O(0.25) 201,509 372,767
60 115.35 L(2.00),D(7.75),O(0.25) 193,611 381,854
61 110.30 L(2.33),D(7.42),O(0.25) 1,020,467 931,228
---------------------------------------------------------------------------------------------------------------------------------
62 56.05 L(2.00),D(7.75),O(0.25) 779,195 700,967
63 25,388.51 L(2.17),D(7.58),O(0.25) 672,619 757,078
64 51.24 L(2.00),D(7.75),O(0.25) 85,729 282,543 290,992
65 55.07 L(2.17),D(7.58),O(0.25) 450,416 374,835
66 44.20 L(2.00),D(7.75),O(0.25) 83,756 190,845 397,097
---------------------------------------------------------------------------------------------------------------------------------
67 39.83 L(2.00),D(7.75),O(0.25) 398,071 431,510 430,088
68 53,241.59 L(2.17),D(7.58),O(0.25) 885,139 932,281
69 22,025.74 L(2.17),D(7.58),O(0.25) 349,312 379,410
70 76.08 L(2.50),D(7.25),O(0.25) 385,407 427,584 415,502
71 38.58 L(2.00),D(7.75),O(0.25) 727,674 673,522
---------------------------------------------------------------------------------------------------------------------------------
72 101.37 L(2.17),D(7.58),O(0.25) 1,479,088
73 26,640.14 L(2.17),D(7.58),O(0.25) 506,699 597,470 477,001
74 64.39 L(2.33),D(7.42),O(0.25) 1,039,722
75 219.13 L(2.17),D(7.58),O(0.25) 1,649,092 1,632,803
76 20,797.28 L(3.92),D(5.83),O(0.25) 477,291 532,053 517,340
---------------------------------------------------------------------------------------------------------------------------------
77 123.57 L(2.42),D(7.33),O(0.25) 571,446 618,030 618,736
78 46.68 L(3.92),D(6.00),O(0.08) 1,049,042 1,208,819 1,461,527
78a 43.95 1,049,042 1,208,819 1,117,058
78b 57.98 344,469
79 24,158.59 L(2.09),D(7.66),O(0.25) 565,911 636,257 593,809
---------------------------------------------------------------------------------------------------------------------------------
80 68.78 L(2.17),D(7.58),O(0.25) 870,358
81 129.66 L(2.17),D(7.58),O(0.25) 222,680 269,985 393,765
82 19.92 L(3.92),D(6.00),O(0.08) 702,471 882,182 771,698
82a 46.00 178,053 234,956 217,276
82b 11.13 223,207 304,094 325,653
82c 36.39 301,211 343,132 228,769
---------------------------------------------------------------------------------------------------------------------------------
83 32.53 L(2.00),D(7.75),O(0.25) 150,005 181,480
84 68,843.87 L(2.08),D(7.67),O(0.25) 559,325 1,394,534
85 50.31 L(2.00),D(7.75),O(0.25) 690,911 773,063 732,501
86 53.79 L(2.08),D(7.67),O(0.25) 916,841 1,076,268 961,394
87 28,432.86 L(2.08),D(7.67),O(0.25) 844,405 822,333
---------------------------------------------------------------------------------------------------------------------------------
88 29,840.62 L(2.08),D(7.67),O(0.25) 434,743 492,329
89 87.32 L(2.33),D(7.42),O(0.25) 252,291 239,660
90 25,951.61 L(2.00),D(7.75),O(0.25) 693,058 826,053 804,012
91 80.02 L(2.00),D(7.75),O(0.25) 2,402,485 2,548,617
92 81.01 L(2.00),D(7.75),O(0.25) 2,419,432 2,669,381
---------------------------------------------------------------------------------------------------------------------------------
93 53.76 L(2.00),D(7.75),O(0.25) 2,080,159 1,408,990 1,488,798
94 33,727.81 L(2.08),D(2.84),O(0.08) 598,777 816,753 812,190
95 39,883.63 L(2.33),D(7.42),O(0.25) 2,199,827 2,732,182
96 198.25 L(2.17),D(7.58),O(0.25) 537,245
97 67.97 L(2.17),D(7.58),O(0.25) 49,705 528,318 587,636
---------------------------------------------------------------------------------------------------------------------------------
98 63.23 L(2.25),D(7.50),O(0.25) 599,296 721,066 746,793
99 90,789.47 L(2.17),D(7.58),O(0.25) 1,637,687
100 96.38 L(2.17),D(7.58),O(0.25) 1,191,880
101 104.59 L(2.17),D(7.58),O(0.25) 1,034,644
---------------------------------------------------------------------------------------------------------------------------------
102 37,458.35 L(2.17),D(7.58),O(0.25) 66,861 269,677
103 44,568.01 L(2.17),D(7.58),O(0.25) 946,991 1,189,133
104 246.17 L(2.00),D(7.75),O(0.25) 306,187 253,742
105 228.57 L(3.92),D(6.00),O(0.08) 1,495,959 1,656,975
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN
ID REVENUE EGI EXPENSES NET CASH FLOW RESERVES LARGEST TENANT
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 579,327 605,726 196,979 381,107 6,305 MPR Health Systems, Inc.
2 843,297 843,297 220,891 575,277 8,100 Haute Decore
3 1,763,802 1,800,971 669,716 1,044,969 13,147 Benton Foundation
4 1,790,620 2,085,209 363,791 1,629,639 48,700 Petsmart
5 1,378,757 1,400,789 600,302 714,458 10,114 Arthur-Alan, Inc.
------------------------------------------------------------------------------------------------------------------------------------
6 1,314,775 1,353,275 154,024 1,190,993 8,258 Digital Media Campus
7 1,130,464 1,290,004 187,834 1,072,440 2,684 Gap Kids
8 191,866 220,149 52,144 157,500 1,692 First Independent Bank
9 462,741 462,741 144,493 313,498 4,750
10 865,240 926,835 198,567 710,861 4,017 CVS
------------------------------------------------------------------------------------------------------------------------------------
11 450,979 464,979 174,291 282,378 8,310
12 315,870 335,296 105,562 211,223 2,788 Realty Executives
13 1,947,676 2,067,376 980,490 1,012,603 74,283
14 241,611 299,563 49,726 233,540 2,724 Norwalk Furniture
15 159,668 214,813 68,077 137,261 4,045 CC&A Development Co.
------------------------------------------------------------------------------------------------------------------------------------
16 797,320 813,005 196,699 605,593 10,713
17 352,589 362,589 118,168 211,329 4,504 URS Greiner Woodward-Clyde Intl
18 561,117 709,136 149,319 522,445 7,598 Circuit City
19 705,333 755,114 373,814 284,024 13,999 Cimarron Software
20 873,402 930,746 551,376 339,870 39,500
------------------------------------------------------------------------------------------------------------------------------------
21 293,281 364,581 80,776 266,502 1,951 Crest Cleaners
22 300,814 345,292 224,478 119,295 1,519 CVS
23 134,343 134,343 0 132,265 2,078 CVS
24 176,745 176,745 0 175,226 1,519 CVS
25 166,040 192,668 29,998 161,151 1,519 CVS
------------------------------------------------------------------------------------------------------------------------------------
26 139,725 139,725 0 137,092 2,633 CVS
27 386,575 400,825 192,000 207,168 1,657 CVS
28 2,163,584 2,420,431 1,045,337 1,216,964 30,608 Carl Systems
29 329,435 434,259 132,054 275,585 5,000 Blockbuster Video
30 1,537,143 1,649,824 688,174 952,200 9,450
------------------------------------------------------------------------------------------------------------------------------------
31 1,639,552 2,258,066 618,514 1,578,916 27,823 Dell USA, LP
32 694,650 714,650 342,073 353,313 19,264
33 22,237,603 22,237,603 13,688,300 7,659,799 889,504
33a 1,742,836 1,742,836 1,201,610 471,513 69,713
33b 2,642,695 2,642,695 1,759,924 777,063 105,708
------------------------------------------------------------------------------------------------------------------------------------
33c 3,471,071 3,471,071 1,933,633 1,398,595 138,843
33d 1,754,717 1,754,717 1,273,199 411,329 70,189
33e 2,294,324 2,294,324 1,375,896 826,655 91,773
33f 2,732,311 2,732,311 1,568,200 1,054,819 109,292
33g 3,075,274 3,075,274 1,889,089 1,063,174 123,011
------------------------------------------------------------------------------------------------------------------------------------
33h 2,594,196 2,594,196 1,520,831 969,597 103,768
33i 1,930,179 1,930,179 1,165,918 687,054 77,207
34 1,132,963 1,522,315 403,992 1,019,468 13,095 El Paseo Restaurant
35 13,449,009 15,413,073 10,185,841 4,456,578 770,654
36 1,202,938 1,249,938 342,776 850,162 57,000
------------------------------------------------------------------------------------------------------------------------------------
37 205,996 290,187 100,349 162,212 5,676 First American Title Ins. Co.
38 440,865 456,416 111,423 300,796 13,267 Bell Atlantic
39 2,069,736 2,721,107 778,532 1,808,283 36,800 Food City
40 666,817 738,455 176,109 431,346 41,000 Wal-Mart Stores, Inc.
41 231,472 303,640 86,041 201,933 2,610 Hoffbrau Steakhouse
------------------------------------------------------------------------------------------------------------------------------------
42 461,093 605,564 172,675 405,241 3,840 NY Golf
43 977,752 1,239,678 299,327 861,215 18,678 Bova Scandinavian Furniture
44 768,217 912,301 181,432 695,791 13,648 Food Lion
45 5,409,275 9,163,903 6,311,172 2,394,536 458,195
46 335,866 401,971 80,539 297,722 3,510 Las Vegas Golf
------------------------------------------------------------------------------------------------------------------------------------
47 1,008,912 1,048,428 353,665 680,595 14,168
48 590,659 730,819 193,982 479,857 15,680 LoBill's Supermarket
49 614,150 806,327 208,487 551,231 10,584 Kohl's Foods
50 1,001,584 1,361,778 461,301 818,186 16,484 Virtual Zone, Inc.
51 2,357,338 2,405,353 730,459 1,633,890 41,004
------------------------------------------------------------------------------------------------------------------------------------
52 7,159,415 7,159,415 4,304,303 2,574,119 280,993
53 925,260 966,781 241,792 610,258 21,932 Watco
54 386,057 406,057 167,149 231,950 6,958
55 1,101,481 1,137,106 530,494 558,137 48,475
56 983,259 1,227,433 331,816 854,363 16,038 Office Depot
------------------------------------------------------------------------------------------------------------------------------------
57 1,403,784 1,725,068 366,817 1,295,414 22,989 Best Buy
58 661,500 721,511 376,131 343,105 2,275
59 412,115 493,334 120,567 348,915 3,685 Hollywood Video
60 399,100 521,320 139,466 355,331 3,953 Must Be Heaven
61 980,430 1,275,679 344,451 861,834 16,051 Book Stop, Inc.
------------------------------------------------------------------------------------------------------------------------------------
62 760,078 952,387 251,420 651,842 16,748 Save Mart
63 1,318,695 1,388,002 630,924 689,078 68,000
64 445,295 463,295 172,303 283,706 7,286
65 459,881 570,257 195,422 314,304 11,623 Amerigard Development Corp.
66 707,312 711,630 314,533 335,974 12,218 NHCC
------------------------------------------------------------------------------------------------------------------------------------
67 671,270 671,270 241,182 363,657 14,274 First Interstate Bank
68 1,381,107 1,445,738 513,457 878,980 53,301
69 749,150 770,007 390,597 350,034 29,376
70 416,598 578,305 162,803 365,666 9,943 Home Video Express
71 707,797 896,178 222,656 588,325 18,934 Plano Sports Center
------------------------------------------------------------------------------------------------------------------------------------
72 1,520,155 1,987,655 508,567 1,395,322 18,921 Nextlink
73 719,149 884,149 407,148 471,768 5,233
74 1,080,302 1,492,696 452,974 1,002,406 6,965 Kmart Corporation
75 2,207,669 2,368,797 735,994 1,485,816 19,025 Arsin Corporation
76 746,472 752,472 235,132 510,318 7,022
------------------------------------------------------------------------------------------------------------------------------------
77 628,778 781,692 162,956 574,984 17,717 Lamps Plus, Inc.
78 1,461,606 2,389,406 927,879 1,301,598 29,369
78a 1,117,007 1,860,793 743,735 988,330 23,639 Wells Fargo Home Mortgage
78b 344,599 528,613 184,144 313,268 5,730 Iowa Department of Natural Resources
79 763,629 818,629 224,820 583,518 10,291
------------------------------------------------------------------------------------------------------------------------------------
80 898,560 1,064,461 194,103 825,727 16,303 FedEx Ground Package System, Inc.
81 416,045 529,655 135,890 361,320 5,759 Realty Executives
82 1,019,966 1,198,241 426,543 693,075 23,354
82a 240,000 279,098 61,822 204,548 3,000 Garon's Ethan Allen
82b 526,581 605,551 279,898 273,861 16,368 Nelson C. White
82c 253,385 313,592 84,823 214,666 3,986 Furniture Station Express
------------------------------------------------------------------------------------------------------------------------------------
83 259,322 290,040 108,560 174,580 6,900
84 1,671,210 1,847,890 453,356 1,358,534 36,000
85 855,303 911,556 179,055 660,002 18,156 BAE Systems Applied Tech
86 1,018,540 1,258,738 297,344 867,447 19,508 JC Penneys Home Store
87 1,126,227 1,178,091 355,758 765,633 56,700
------------------------------------------------------------------------------------------------------------------------------------
88 697,580 709,580 217,251 463,529 28,800
89 256,080 366,660 127,000 236,060 3,600 Staples, Inc.
90 1,463,521 1,521,581 717,569 742,012 62,000
91 3,843,523 3,888,523 1,339,906 2,144,509 46,421 GE Information Services, Inc.
92 3,953,198 3,974,606 1,305,225 2,181,630 44,302 General Motors AC
------------------------------------------------------------------------------------------------------------------------------------
93 2,634,750 3,132,202 1,643,404 1,250,868 43,348 Wells Fargo Financial
94 1,548,500 1,568,500 756,310 767,704 44,486
95 3,768,470 3,951,489 1,219,307 2,614,582 117,600
96 554,932 722,432 185,187 506,098 3,285 Mikado Japanese Grill & Sushi Bar
97 815,218 847,718 260,082 577,562 10,074
------------------------------------------------------------------------------------------------------------------------------------
98 1,218,597 1,324,697 577,904 644,505 18,000 National Credit Consultants
99 2,348,158 2,764,049 1,126,362 1,592,087 45,600
100 1,211,102 1,566,715 374,835 1,133,429 15,956 Clark American Checks, Inc.
101 1,051,810 1,366,855 332,211 979,278 12,679 Columbia/HCA Health Services
------------------------------------------------------------------------------------------------------------------------------------
102 414,971 428,971 159,294 256,877 12,800
103 1,703,675 1,797,842 608,709 1,141,933 47,200
104 267,612 322,587 68,845 236,913 1,300 Blockbuster Video
105 1,865,134 2,114,718 457,743 1,572,218 8,260 Hart and Howerton
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LEASE LEASE
ID SF EXPIRATION 2ND LARGEST TENANT SF EXPIRATION 3RD LARGEST TENANT
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 5,778 7/31/03 Netune Communications 5,296 3/31/05 United International Mortgage
2 4,500 3/31/05 Webcast Solutions 4,500 7/31/02 Omnitech
3 7,188 5/31/03 Help Unlimited 5,248 12/31/03 The Ericsson Corporation
4 252,000 8/15/05 Lippincott, Williams & Wilkins 235,000 6/14/10
5 2,812 12/31/09 Michael Suddath, DDS 2,356 MTM Robert S. Beale, Jr., MD
------------------------------------------------------------------------------------------------------------------------------------
6 55,055 11/9/08
7 9,300 1/31/10 R&S Westport, LLC 4,050 9/30/06 Gymboree
8 5,454 8/31/14 Sam Frankovich 3,006 4/30/10 Paul & Jody Allard
9
10 10,140 9/30/13 Claremont School 10,140 9/30/20 West Side One Stop
------------------------------------------------------------------------------------------------------------------------------------
11
12 6,674 4/30/05 West Family Dental 2,610 6/30/10 Security Title
13
14 6,750 11/30/06 Hobby Super Store 5,079 7/31/02 Leather Center
15 4,552 3/31/12 James Eckhart, D.D.S. 1,370 12/31/05 Leland G. Whitson
------------------------------------------------------------------------------------------------------------------------------------
16
17 8,219 6/30/01 Healix Infusion Therapy, Inc. 5,484 7/31/04 Jon Pierce, Inc.
18 31,200 12/1/11 Third Federal Savings 7,000 7/31/05 Medical Managers
19 18,219 04/14/10 Boeing 11,927 12/31/00 Muniz Engineering, Inc
20
------------------------------------------------------------------------------------------------------------------------------------
21 2,189 1/31/07 Eric Bess, DDS 2,175 7/31/05 Mail Boxes, Etc.
22 10,125 1/31/21
23 10,765 1/31/20
24 10,125 1/31/19
25 10,125 1/31/22
------------------------------------------------------------------------------------------------------------------------------------
26 10,125 1/31/21
27 11,045 1/31/20
28 17,396 1/31/02 Jaywell Enterprises, Inc. 17,396 8/31/01 Aerotek, Inc.
29 5,657 5/31/04 Kragen's Automotive 4,800 5/31/05 Carrows Restaurant
30
------------------------------------------------------------------------------------------------------------------------------------
31 185,485 4/30/05
32
33
33a
33b
------------------------------------------------------------------------------------------------------------------------------------
33c
33d
33e
33f
33g
------------------------------------------------------------------------------------------------------------------------------------
33h
33i
34 7,627 6/30/03 Wine Cask 7,503 12/1/06 Davies Communication
35
36
------------------------------------------------------------------------------------------------------------------------------------
37 5,376 9/30/08 Prudential NW Real Estate 3,350 1/31/02 Ahrens, Edward, CPA
38 24,125 2/28/07 N.V.C.C. 13,338 10/31/03 Conservation Resources
39 51,585 1/14/09 Goodwill Industries 25,000 10/30/05 Pure Fitness Athletic Center
40 50,968 7/15/05 United Supermarket, Inc. 33,652 10/31/05 JC Penneys Co., Inc.
41 6,980 4/30/05 Super Cleaners 2,500 7/31/02 Telcom, Inc.
------------------------------------------------------------------------------------------------------------------------------------
42 7,300 5/31/03 All Seasons 6,440 7/30/05 Empire Video
43 11,700 5/31/02 Ace Hardware 5,960 10/12/01 Vitamin Cottage
44 33,108 5/25/19 Best Hardware 12,000 1/14/11 Happy Harrys
45
46 7,200 11/17/04 Computer Renaissance 2,400 1/14/05 Affordables
------------------------------------------------------------------------------------------------------------------------------------
47
48 30,800 1/31/04 ABC Beauty 7,500 10/31/07 Rent Way
49 47,610 9/30/10 Fashion Bug 7,600 1/31/06 Valley Bank
50 7,557 12/31/03 Satnem Gifts 4,667 3/31/04 Moby Disc
51
------------------------------------------------------------------------------------------------------------------------------------
52
53 7,197 9/30/05 Quality Strategies, Inc 7,088 10/31/03 Esprit Homecare
54
55
56 31,015 6/30/12 Best Buy 30,007 1/31/15 Barnes & Noble
------------------------------------------------------------------------------------------------------------------------------------
57 30,000 1/31/15 The TJX Companies, Inc. 30,000 4/30/10 Old Navy (East), LP
58
59 4,575 5/3/10 Hobbytown USA 2,500 9/30/07 The Floor Store
60 3,741 12/30/05 Ritz Cleaners 3,000 12/4/04 Gymboree
61 14,847 2/18/08 Pier I Imports 9,589 6/30/08 Sherman Clay & Co./Washburn Piano Co.
------------------------------------------------------------------------------------------------------------------------------------
62 35,724 1/31/16 Thrifty Payless 31,456 1/31/16 Blockbuster Video
63
64
65 4,900 10/31/03 Dr. N. Krinsky 4,800 3/31/04 Dr. V. Turkish
66 42,000 1/31/03 Airborne 14,048 10/12/07 Xerox
------------------------------------------------------------------------------------------------------------------------------------
67 46,593 5/31/08 Airborne Freight Corp. 9,111 6/30/05 D.A. Davidson Co.
68
69
70 8,064 10/25/01 Sports Galaxy 5,292 11/30/04 Sunsational Tan
71 36,000 7/31/06 Locke Supply 25,610 7/31/09 Collin County Appraisal District
------------------------------------------------------------------------------------------------------------------------------------
72 60,245 9/30/07 Colo.com 34,898 7/31/10 Tab Products Company
73
74 106,512 2/28/25 Trader Joe's Company 10,680 6/14/10 Superpawn
75 11,663 4/30/05 Netscaler 10,718 12/31/03 Speedera Networks
76
------------------------------------------------------------------------------------------------------------------------------------
77 13,250 8/1/06 Post Tool, Inc. 6,640 3/1/03 Bedtime Stores, Inc.
78
78a 129,593 1/31/01 Diversified Management Services 6,400 4/30/04 Polk County Iowa
78b 13,183 11/30/05 Iowa Department of Revenue & Finance 8,848 6/30/05 Iowa Department of Gen.
Svcs./Technology Dept.
79
------------------------------------------------------------------------------------------------------------------------------------
80 108,924 8/31/10
81 3,300 5/31/05 Win Technologies, DB 2,800 12/31/06 Blockbuster Video
82
82a 20,000 9/30/09
82b 22,443 7/22/08 Garon's Ethan Allen 20,000 9/30/09 Beltway Fine Wines (TFWS)
82c 8,908 10/18/03 Burger King 3,500 3/27/16 Eagle Cleaners
------------------------------------------------------------------------------------------------------------------------------------
83
84
85 42,556 10/31/01 Light Truck Service Co 12,443 3/31/04 Famous Pawn, Inc.
86 49,394 1/31/06 Marshalls 29,322 8/31/05 Pier I Imports
87
------------------------------------------------------------------------------------------------------------------------------------
88
89 24,000 9/24/14
90
91 59,440 4/1/08 Hart Freeland 23,600 11/30/05 Hospital Affiliate
92 23,110 7/31/03 PMT Services, Inc. 19,908 12/31/00 Vanderbilt University
------------------------------------------------------------------------------------------------------------------------------------
93 45,360 7/31/04 Wellmark, Inc. 41,587 2/28/02 Iowa Student Loan Liquidity
94
95
96 4,281 6/30/05 Mission Burritos 4,000 6/14/10 Le Bon Cleaners
97
------------------------------------------------------------------------------------------------------------------------------------
98 7,644 7/31/04 Ted Lyon 5,425 10/31/01 Mabry & Mabry
99
100 68,000 8/31/10 SBC Telecom, Inc. 38,237 12/31/07
101 38,675 3/31/10 American Telesource International 23,100 7/30/08 GlobalScape
------------------------------------------------------------------------------------------------------------------------------------
102
103
104 3,480 2/28/10 Radio Shack 2,587 3/31/10 Starbucks Coffee
105 13,474 9/30/03 Text 100 Corporation 7,011 9/30/04 VISIGY
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OCCUPANCY UPFRONT ONGOING
LEASE OCCUPANCY RATE ACTUAL REPLACEMENT ACTUAL REPLACEMENT
ID SF EXPIRATION RATE AS OF DATE RESERVES RESERVES
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 3,872 4/30/01 100% 6/29/00 525 525
2 4,500 7/22/06 100% 10/5/00 450 450
3 5,248 7/31/02 94% 12/1/00 1,096 1,096
4 100% 10/2/00 4,058 4,058
5 2,281 7/31/07 91% 9/26/00 843 843
------------------------------------------------------------------------------------------------------------------------------------
6 100% 9/9/00 688 688
7 1,550 11/4/06 100% 10/17/00 107 107
8 2,817 10/31/09 100% 10/26/00 - 114
9 95% 9/12/00 - 395
10 6,500 8/31/13 100% 9/1/00 - 335
------------------------------------------------------------------------------------------------------------------------------------
11 81% 9/12/00 - 695
12 2,596 4/30/05 100% 12/1/00 - -
13 91% 6/16/00 - 6,180
14 4,525 12/7/01 100% 8/1/00 - 230
15 1,299 8/31/01 100% 10/5/00 - -
------------------------------------------------------------------------------------------------------------------------------------
16 92% 10/15/00 - 895
17 4,884 8/31/01 100% 8/31/00 - -
18 4,250 4/30/05 100% 7/3/00 - 635
19 7,583 10/4/04 95% 9/28/00 - -
20 94% 9/7/00 - 3,292
------------------------------------------------------------------------------------------------------------------------------------
21 1,778 12/31/04 100% 10/10/00 15,000 -
22 100% 8/23/00 - 130
23 100% 8/18/00 - 175
24 100% 8/10/00 - 127
25 100% 10/30/00 - -
------------------------------------------------------------------------------------------------------------------------------------
26 100% 9/6/00 - 220
27 100% 5/9/00 - -
28 17,396 3/9/04 91% 10/12/00 - 2,544
29 4,725 5/31/05 100% 6/1/00 - 420
30 100% 8/1/00 - 787
------------------------------------------------------------------------------------------------------------------------------------
31 100% 8/31/00 2,319 2,319
32 94% 10/1/00 - 1,605
33 69% 6/30/00 - 4% of gross revenue
33a 55% 6/30/00
33b 70% 6/30/00
------------------------------------------------------------------------------------------------------------------------------------
33c 68% 6/30/00
33d 55% 6/30/00
33e 73% 6/30/00
33f 80% 6/30/00
33g 75% 6/30/00
------------------------------------------------------------------------------------------------------------------------------------
33h 72% 6/30/00
33i 74% 6/30/00
34 4,784 5/31/01 100% 8/28/00 - 333
35 70% 12/31/99 - -
36 100% 9/1/00 - 4,799
------------------------------------------------------------------------------------------------------------------------------------
37 1,680 9/30/02 87% 8/31/00 - 475
38 9,987 10/31/02 100% 8/31/00 110,000 1,106
39 15,000 1/31/07 96% 11/13/00 6,500 3,067
40 22,204 1/31/06 100% 4/24/00 19,864 3,417
41 1,560 6/30/03 91% 7/1/00 - 220
------------------------------------------------------------------------------------------------------------------------------------
42 5,000 11/30/04 100% 10/10/00 320 320
43 5,045 11/27/01 100% 9/1/00 - 1,557
44 10,000 5/25/19 94% 9/8/00 - 1,140
45 73% 9/30/00 - 30,546
46 2,400 4/30/03 82% 8/1/00 - 295
------------------------------------------------------------------------------------------------------------------------------------
47 85% 8/16/00 1,181 1,181
48 6,875 6/30/04 97% 7/18/00 - 1,345
49 3,475 6/30/05 100% 7/27/00 - 885
50 3,273 6/17/03 94% 8/10/00 - 1,365
51 99% 9/20/00 - 3,420
------------------------------------------------------------------------------------------------------------------------------------
52 71% 8/31/00 - -
53 6,384 3/31/03 98% 8/9/00 - 2,083
54 98% 9/27/00 - 580
55 96% 10/1/00 - 4,040
56 24,900 1/31/13 89% 5/1/00 - -
------------------------------------------------------------------------------------------------------------------------------------
57 24,960 11/30/05 100% 8/14/00 - 1,860 LOC
58 100% 8/7/00 - 190
59 2,336 9/30/06 95% 7/31/00 - -
60 2,500 3/31/05 96% 9/22/00 - 330
61 7,480 2/28/02 86% 8/1/00 256,500 917
------------------------------------------------------------------------------------------------------------------------------------
62 5,400 3/31/01 99% 9/19/00 - 1,396
63 99% 10/12/00 550,000 LOC 5,670
64 76% 9/7/00 - 610
65 3,200 12/31/04 90% 9/5/00 - 700
66 2,181 12/31/03 95% 11/16/00 - -
------------------------------------------------------------------------------------------------------------------------------------
67 6,536 7/31/08 100% 7/26/00 - -
68 99% 11/1/00 - 4,445
69 95% 9/25/00 - 2,448
70 3,000 8/31/03 90% 9/1/00 - 829
71 24,682 7/31/07 100% 9/30/00 - -
------------------------------------------------------------------------------------------------------------------------------------
72 31,000 4/14/05 100% 8/1/00 - -
73 98% 6/1/00 - -
74 5,000 3/17/10 97% 5/1/00 - 580
75 10,603 10/31/03 100% 6/15/00 - 1,585
76 99% 10/1/00 - -
------------------------------------------------------------------------------------------------------------------------------------
77 5,000 1/1/03 100% 6/12/00 - 1,460
78 100% 10/26/00 - 2,447
78a 4,950 8/31/03 100% 10/26/00
78b 6,351 12/31/05 100% 10/26/00
79 95% 8/15/00 - 860
------------------------------------------------------------------------------------------------------------------------------------
80 100% 8/9/00 - 1,360
81 2,500 1/31/05 97% 9/25/00 - 490
82 80% 11/20/00 1,946 1,946
82a 100% 11/20/00
82b 19,124 12/31/16 76% 11/20/00
82c 2,371 5/31/05 82% 11/20/00
------------------------------------------------------------------------------------------------------------------------------------
83 87% 8/18/00 - 575
84 99% 9/28/00 - 3,000
85 11,100 11/30/01 100% 8/31/00 - 1,513
86 9,000 3/31/04 99% 10/10/00 - 1,553
87 100% 9/1/00 - 4,200
------------------------------------------------------------------------------------------------------------------------------------
88 99% 9/1/00 - 2,400
89 100% 5/8/00 - 300
90 95% 9/5/00 - 5,167
91 12,986 4/30/04 97% 11/4/00 720,000 3,870
92 10,263 10/31/06 90% 11/4/00 244,750 3,695
------------------------------------------------------------------------------------------------------------------------------------
93 33,931 12/31/01 90% 8/14/00 - 3,615
94 96% 9/1/00 - 4,170
95 98% 7/7/00 - 9,800
96 3,000 6/14/05 91% 8/7/00 - 275
97 98% 8/31/00 - 840
------------------------------------------------------------------------------------------------------------------------------------
98 4,423 5/31/05 89% 9/1/00 - 1,500
99 98% 8/31/00 - 3,167
100 100% 8/4/00 - -
101 14,700 6/30/08 100% 8/4/00 - -
------------------------------------------------------------------------------------------------------------------------------------
102 95% 9/12/00 - 1,070
103 94% 10/11/00 - 3,935
104 1,371 2/28/10 100% 9/14/00 - 110
105 6,277 9/30/04 99% 8/8/00 688 688
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UPFRONT ENVIRONMENTAL
TI/LC TI/LC TAX INSURANCE ENG. REPORT
ID UPFRONT ONGOING ESCROW ESCROW RESERVE DATE
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 3,333 3,333 3,156 745 - 3/10/00
2 3,300 3,300 8,191 1,245 24,000 10/11/00
3 - - 11,673 - 26,625 11/17/00
4 - - 15,000 3,147 - 9/27/00
5 60,000 - 7,795 - - 10/27/00
----------------------------------------------------------------------------------------------------
6 500,000 - 8,067 - 14,625 9/5/00
7 150,000 2,083 6,851 670 - 10/23/00
8 - - 1,848 - - 1/29/00
9 - - 5,828 - - 9/1/00
10 - 1,115 8,637 - - 8/31/00
----------------------------------------------------------------------------------------------------
11 - - 4,589 727 - 8/14/00
12 - - - - - 10/19/00
13 - - 20,512 1,963 38,750 8/14/00
14 - 1,250 1,675 323 - 8/30/00
15 - 455 1,021 104 1,513 4/4/00
----------------------------------------------------------------------------------------------------
16 - - 3,709 302 - 9/12/00
17 120,000 - 4,378 292 8,750 9/29/00
18 - 1,500 2,616 576 3,425 7/19/00
19 - - - - - 11/9/00
20 - - 7,262 1,185 13,329 9/14/00
----------------------------------------------------------------------------------------------------
21 47,850 - 2,961 - - 7/14/00
22 - - - - - 9/20/00
23 - - - - 500 8/9/00
24 - - - - - 7/17/00
25 - - - - - 10/16/00
----------------------------------------------------------------------------------------------------
26 - - - - - 10/18/00
27 - - - - 2,063 4/26/00
28 - 10,627 23,095 905 34,625 9/27/00
29 - 1,900 3,231 168 7,125 11/19/99
30 - - 2,801 - - 9/19/00
----------------------------------------------------------------------------------------------------
31 - - 19,337 1,986 - 8/15/00
32 - - 5,797 1,023 101,629 7/10/00
33 - - 79,681 - 86,407 Various
33a 8/24/00
33b 8/23/00
----------------------------------------------------------------------------------------------------
33c 8/24/00
33d 8/24/00
33e 8/24/00
33f 8/23/00
33g 8/22/00
----------------------------------------------------------------------------------------------------
33h 8/22/00
33i 8/24/00
34 - - 9,852 - 1,875 8/4/00
35 - - 59,236 - - 4/17/00
36 - - 206 1,508 - 9/14/00
----------------------------------------------------------------------------------------------------
37 - 2,085 2,667 291 54,500 9/18/00
38 - 2,578 3,449 - 9,281 11/1/00
39 - - 30,423 - - 10/3/00
40 296,345 7,500 6,258 - - 5/2/00
41 - 1,285 2,268 519 125 4/13/00
----------------------------------------------------------------------------------------------------
42 2,083 2,083 7,274 507 2,750 10/6/00
43 - 5,041 7,822 725 11,750 4/7/00
44 - 1,885 4,907 1,132 - 7/5/00
45 - - 15,415 - - 8/9/00
46 - 1,950 1,917 390 1,500 6/14/00
----------------------------------------------------------------------------------------------------
47 - - 7,500 523 - 6/7/00
48 - 2,800 6,667 1,452 66,661 6/27/00
49 75,000 - 10,204 963 5,645 7/20/00
50 - 5,655 9,760 601 243,246 5/17/00
51 - - 22,821 1,273 - 9/11/00
----------------------------------------------------------------------------------------------------
52 - - - - 20,500 6/28/00
53 - - 6,099 287 27,115 8/31/00
54 - - 2,591 333 - 9/28/00
55 - - 9,908 1,343 5,562 10/13/00
56 - - - - - 3/31/00
----------------------------------------------------------------------------------------------------
57 1,112,749 3,840 LOC 16,667 LOC 1,667 LOC - 7/21/00
58 - - 3,652 1,216 20,625 8/9/00
59 101,812 - 3,169 - - 9/7/00
60 137,220 2,170 6,712 632 - 4/13/00
61 51,773 4,445 15,233 622 18,500 6/22/00
----------------------------------------------------------------------------------------------------
62 See Other 2,698 7,500 2,050 88,750 7/17/00
63 - - 16,127 2,931 29,820 8/2/00
64 - - 3,867 528 - 9/14/00
65 - 1,500 6,450 661 - 8/21/00
66 - - - - - 6/27/00
----------------------------------------------------------------------------------------------------
67 - - - - - 6/23/00
68 - - 4,394 1,026 119,781 8/17/00
69 - - 2,302 985 1,313 8/18/00
70 - 3,324 4,750 1,667 7,500 4/14/00
71 - - - - - 11/27/00
----------------------------------------------------------------------------------------------------
72 - 5,625 18,523 853 - 8/11/00
73 - - 2,417 737 - 7/26/00
74 - - 2,563 - - 6/14/00
75 - - 15,112 2,331 5,625 8/28/00
76 - - 10,583 - - 3/9/00
----------------------------------------------------------------------------------------------------
77 - 2,295 6,106 1,284 30,196 2/22/00
78 - - 22,981 - - 9/20/00
78a 9/20/00
78b 9/20/00
79 - - 3,982 469 5,375 8/28/00
----------------------------------------------------------------------------------------------------
80 - 2,835 - 658 - 7/27/00
81 80,000 2,224 3,858 333 - 8/9/00
82 - - 6,992 1,368 9,283 8/23/00
82a 8/23/00
82b 8/23/00
82c 8/23/00
----------------------------------------------------------------------------------------------------
83 - - 1,693 366 3,750 9/19/00
84 - - 4,725 1,650 - 8/4/00
85 - 4,529 9,101 - 28,780 11/8/00
86 - 6,667 8,287 1,653 6,438 9/7/00
87 - - 3,825 1,458 27,063 9/14/00
----------------------------------------------------------------------------------------------------
88 - - 2,199 933 - 9/14/00
89 - - 2,083 - - 11/29/99
90 - - 15,214 1,860 14,813 9/14/00
91 500,000 - 21,808 1,431 26,250 9/18/00
92 500,000 - 24,550 1,042 9,000 9/18/00
----------------------------------------------------------------------------------------------------
93 300,000 16,215 31,250 3,333 24,125 9/14/00
94 - - 13,548 1,787 61,816 9/13/00
95 - - 13,314 4,012 - 4/14/00
96 - 2,325 7,939 458 - 6/19/00
97 - - 3,247 442 - 7/3/00
----------------------------------------------------------------------------------------------------
98 14,696 6,995 11,250 1,263 67,450 7/18/00
99 - - 19,127 4,227 - 8/15/00
100 200,000 - 21,554 749 - 8/11/00
101 - 3,557 18,523 586 - 8/11/00
----------------------------------------------------------------------------------------------------
102 - - 2,426 565 - 7/21/00
103 - - 13,225 2,154 2,975 7/31/00
104 - 650 3,647 145 - 9/13/00
105 5,417 5,417 10,750 3,385 - 9/26/00
----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENGINEERING APPRAISAL
ID REPORT DATE REPORT DATE SPONSOR
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 7/27/00 7/6/00 Richman Bry, Jr.
2 11/9/00 9/20/00
3 10/26/00 11/2/00
4 9/27/00 10/1/00 Jeffery C. Camp
5 10/27/00 7/25/00 Charles A. Gravely
------------------------------------------------------------------------------------------------------------------------------------
6 10/3/00 8/1/00
7 10/23/00 10/16/00
8 1/31/00 1/27/00 Johnny A. Ribeiro, Johnny R. Ribeiro
9 9/7/00 8/29/00 Martin Joffe, Paul Joffe
10 8/31/00 8/25/00 Mitchell B. Rutter, John J. Cuticelli Jr.
------------------------------------------------------------------------------------------------------------------------------------
11 8/3/00 7/27/00 Amazing Spaces, Inc., Kathleen V. Tautenhahn, Scott Tautenhahn
12 10/12/00 10/12/00 Lewis Patrick
13 8/29/00 8/21/00 Gould Investors LP
14 8/30/00 8/21/00 Necdet Senhart, Little Harbour Plaza, Inc.
15 4/5/00 4/7/00 Robert W. Comstock
------------------------------------------------------------------------------------------------------------------------------------
16 9/11/00 8/28/00 Palomar, LLC, John Minar
17 9/21/00 9/25/00 Harkinson Investment Corp., Jeff Harkinson, 12 Limited Partners
18 7/20/00 9/18/00 Andrew J. Saluan
19 9/19/00 11/10/00 Old Vine Investment Corporation
20 9/26/00 9/6/00 Robert P. Breunig, J. Kirk Williams
------------------------------------------------------------------------------------------------------------------------------------
21 7/13/00 7/3/00 Custer Court GP, Inc., PCP-Custer, Ltd., S&D Investments 98-1, JV, Syd Hurley
22 9/21/00 9/18/00 Oscar Plotkin, Timothy Traynor
23 8/9/00 8/8/00 Walter Zaremba
24 7/14/00 7/25/00 Maurice Hull
25 10/16/00 9/26/00 David J. Lisa
------------------------------------------------------------------------------------------------------------------------------------
26 10/2/00 11/8/00 Patrick J. Ransley, Joseph T. Kirchhoff, Susan Kirchhoff
27 4/26/00 4/26/00 Robert W. Basile
28 9/13/00 9/21/00 Alan C. Fox, Cottage Estates, LP, Newport VII, LLC
29 11/19/99 11/15/99 Manfred Zojer
30 9/18/00 9/11/00 Thomas T. Tatum, Jeffrey A. Kaplan
------------------------------------------------------------------------------------------------------------------------------------
31 9/14/00 8/9/00 James P. Foster
32 7/7/00 7/5/00 Daniel Haspert, James Bishop, Charles M. Cover
33 Various Various Equity Inns Inc.
33a 10/19/00 8/21/00
33b 10/13/00 8/10/00
------------------------------------------------------------------------------------------------------------------------------------
33c 10/19/00 8/15/00
33d 10/19/00 8/3/00
33e 10/19/00 8/7/00
33f 10/19/00 8/14/00
33g 10/19/00 8/21/00
------------------------------------------------------------------------------------------------------------------------------------
33h 10/19/00 8/14/00
33i 10/30/00 8/9/00
34 8/3/00 7/11/00 SIMA Corporation
35 4/7/00 3/22/00 FelCor Lodging Trust, Inc.
36 8/25/00 8/28/00 Lindsey Investments, LP, Roy Stanley, Fairground Apartments Management Co.
------------------------------------------------------------------------------------------------------------------------------------
37 9/8/00 9/14/00 SLS Enterprises, Inc., Samuel L. Savidge, Jr.
38 11/6/00 10/20/00 Richard Cohen
39 9/23/00 9/9/00 Ron Barness, Alex Papakyriakou
40 5/2/00 4/11/00 Trademark Acquisitions and Development, Inc.
41 4/11/00 5/1/00 Sanford P. Aron
------------------------------------------------------------------------------------------------------------------------------------
42 10/3/00 9/18/00
43 8/7/00 7/31/00 Alan C. Fox
44 6/30/00 8/3/00 Michael Zimmerman, Alan Levin
45 8/9/00 7/1/00 Gerald Fineberg
46 6/13/00 10/1/00 Shawn Howell, Ellen J. Hoffman
------------------------------------------------------------------------------------------------------------------------------------
47 4/14/00 4/11/00 Victor Chemtob
48 6/28/00 7/1/00 Action Mortgage Corporation, Donald Schefmeyer
49 7/17/00 7/11/00 David Spatz, Kitty Jacobs
50 7/14/00 5/19/00 Michael Pashaie, David Taban
51 9/8/00 8/31/00 The Aspen Group, Inc., Sanford Gallanter, Edwin Sacks
------------------------------------------------------------------------------------------------------------------------------------
52 7/19/00 7/1/00 LaSalle Hotel Operating Partnership
53 8/31/00 8/15/00 Richard E. Ward
54 9/25/00 9/30/00 Raznick Trust of 1980, Raznick Family Trust 1982, Raznick & Sons, Inc., Deborah J. Raznick
55 10/12/00 10/9/00 Daniel Haspert, James Bishop, Charles M. Cover
56 8/1/00 7/21/00 Weingarten Realty Investors/Weingarten Realty Mgmt.
------------------------------------------------------------------------------------------------------------------------------------
57 7/27/00 7/25/00 Walter Northcutt, John Thomas, Johnny Vaughn
58 8/7/00 8/7/00 Asset Investors Corporation
59 9/1/00 10/1/00 Valley Parkway GP, Inc., S&D Investments 99-2, J.V., Lewisville No. 6 J.V.
60 4/11/00 11/1/00 Paul Mitchell Trust, Sanford P. Aron
61 8/7/00 6/1/00 Alan C. Fox
------------------------------------------------------------------------------------------------------------------------------------
62 9/18/00 7/15/00 William O. Passo, Lindell Community Trust, William G. Sloan, Ganzalo Tejada
63 7/27/00 7/26/00 U.L. Coleman III, William M. Comegys III, William Jefferson Cole
64 9/7/00 9/7/00 Gene Cox
65 8/11/00 9/8/00 Richard Shapack, Scott Marcus
66 6/27/00 10/4/00 Old Vine Investment Corporation
------------------------------------------------------------------------------------------------------------------------------------
67 6/23/00 6/9/00 Northland Royalty Real Estate Company
68 8/18/00 8/1/00 Coastal Funding Partners, HSC Partners #4, Steadfast LL, LLC
69 8/21/00 8/11/00 Rodney F. Emery, V V Investors
70 4/7/00 4/5/00 Stephen & Min-Min Wong, Robert & Brenda Hardy, Dallas & Jean Bublitz
71 11/27/00 11/3/00 Henry Horowitz
------------------------------------------------------------------------------------------------------------------------------------
72 8/17/00 8/3/00 Eric Brauss
73 7/20/00 7/18/00 Steven Mutnick, Barbara Epis
74 6/14/00 3/1/00 Laurich Properties, Inc.
75 9/5/00 8/25/00 Maskatiya, Suri & Company
76 3/8/00 7/1/00 Joe Wolf
------------------------------------------------------------------------------------------------------------------------------------
77 2/21/00 2/15/00 John Tsern, Rebecca Y. Tsern, Gayle Tsern Strang, Ely Tsern
78 11/6/00 8/9/00 James W. Hubbell III, R. Michael Hayes
78a 11/6/00 8/9/00
78b 11/6/00 8/9/00
79 8/26/00 8/17/00 Randall Rowe, Barry McCabe, Vincent McBrien, Hometown America, LLC
------------------------------------------------------------------------------------------------------------------------------------
80 8/9/00 7/31/00 Roger William Norman, Don Roger Norman
81 8/10/00 8/7/00 SBC Partners, LLC, Horizon Acquisitions, LLC, Gestio, Inc, Neil D. Ginsburg
82 8/23/00 8/17/00
82a 8/23/00 8/17/00
82b 8/23/00 8/17/00
82c 8/23/00 8/17/00
------------------------------------------------------------------------------------------------------------------------------------
83 9/20/00 9/19/00 Thomas Norton
84 8/7/00 8/2/00 Walt Dickson
85 11/6/00 10/25/00 Richard Cohen
86 9/15/00 9/23/00 Faison Enterprises, Inc.
87 8/25/00 8/16/00 Spring Lake Management Co., Inc, J.E. Lindsey Family Ltd. Partnership, James E. Lindsey,
Roy E. Stanley
------------------------------------------------------------------------------------------------------------------------------------
88 8/25/00 8/16/00 James E. Lindsey, J.E. Lindsey Family LP, Rutledge Properties, ALP
89 11/18/99 11/9/99 Stanley Peck
90 9/15/00 9/6/00 Robert P. Breunig, J. Kirk Williams
91 9/26/00 9/1/00 Jordan E. Slone, Herbert K. Bangel
92 9/26/00 9/1/00 Jordan E. Slone, Herbert K. Bangel
------------------------------------------------------------------------------------------------------------------------------------
93 9/14/00 10/1/00 Garrett G. Alcock
94 9/8/00 9/14/00 Barry S. Nussbaum
95 4/3/00 7/7/00 GP-The Links at OKC Mgmt Co, LP, James E. Lindsey, J.E. Lindsey Family, LP, John R. Rutledge
96 6/7/00 10/1/00 KDI Investments, Inc.
97 7/3/00 7/12/00 Stephen J. Garchik, Nancy Gunning
------------------------------------------------------------------------------------------------------------------------------------
98 7/14/00 7/12/00 St. Joseph Holdings Co, Inc.
99 8/14/00 8/10/00 Thomas C. Proctor, Sr., Walton H. McMichael, Thomas C. Proctor, Jr.
100 8/17/00 8/3/00 Eric Brauss
101 8/18/00 8/3/00 Eric Brauss
------------------------------------------------------------------------------------------------------------------------------------
102 7/21/00 7/13/00 Robert K. Ostengaard
103 7/26/00 8/2/00 Henry P. Persons, III, Bryan B. Persons, David S. Hathaway, Roy B. Walden, III
104 9/18/00 9/14/00 David W. De Pierro, Susan L. De Pierro
105 8/31/00 8/18/00 Joseph Blum
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
NEW ISSUE
PRELIMINARY TERM SHEET
ANY INVESTMENT DECISION WTH RESPECT TO THE SECURITIES SHOULD BE MADE BY YOU
BASED UPON THE INFORMATION CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND
PROSPECTUS RELATNG TO THE SECURITIES. THE INFORMATION HEREIN WILL BE SUPERSEDED
IN ITS ENTIRETY BY THE INFORMATION CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT
AND PROSPECTUS.
THE INFORMATION CONTAINED HEREIN SUPERSEDES THE INFORMATION IN ALL PRIOR TERM
SHEETS, IF ANY.
----------
$638,225,454(APPROXIMATE)
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-1
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION--DEPOSITOR
GE CAPITAL LOAN SERVICES, INC.--MASTER SERVICER
LEND LEASE ASSET MANAGEMENT, L.P.--SPECIAL SERVICER
GENERAL ELECTRIC CAPITAL CORPORATION--MORTGAGE LOAN SELLER
THE CHASE MANHATTAN BANK--MORTGAGE LOAN SELLER
BEAR, STEARNS FUNDING, INC.--MORTGAGE LOAN SELLER
FOR FURTHER INFORMATION CONTACT:
Scott Davidson
Managing Director
Chase Securities Inc.
212-834-3813
CHASE SECURITIES INC. BEAR, STEARNS & CO. INC.
Book Running Manager
DEUTSCHE BANC ALEX. BROWN J.P. MORGAN & CO. SALOMON SMITH BARNEY INC.
The analyses in this report are based upon information provided by General
Electric Capital Corporation, The Chase Manhattan Bank and Bear, Stearns
Funding, Inc. (the "Sellers"). Chase Securities Inc., Bear, Stearns & Co. Inc.,
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., and Salomon Smith
Barney Inc. (the "Underwriters") make no representations as to the accuracy or
completeness of the information contained herein. The information contained
herein is qualified in its entirety by the information in the Prospectus and
Prospectus Supplement for the securities referred to herein (the "Securities").
The information contained herein is preliminary as of the date hereof,
supersedes any previous information delivered to you by the Underwriters and
will be superseded by the applicable final Prospectus and Prospectus Supplement
and any other information subsequently filed with the Securities and Exchange
Commission. These materials are subject to change, completion, or amendment from
time to time without notice, and the Underwriters are under no obligation to
keep you advised of such changes. These materials are not intended as an offer
or solicitation with respect to the purchase or sale of any Security. Any
investment decision with respect to the Securities should be made by you based
upon the information contained in the final Prospectus Supplement and Prospectus
relating to the Securities. You should consult your own counsel, accountant, and
other advisors as to the legal, tax, business, financial and related aspects of
a purchase of the Securities.
The attached information contains certain tables and other statistical analyses
(the "Computational Materials") which have been prepared in reliance upon
information furnished by the Sellers. They may not be provided to any third
party other than the addressee's legal, tax, financial and/or accounting
advisors for the purposes of evaluating said material. Numerous assumptions were
used in preparing the Computational Materials which may or may not be reflected
therein. As such, no assurance can be given as to the Computational Materials'
accuracy, appropriateness or completeness in any particular context; nor as to
whether the Computational Materials and/or the assumptions upon which they are
based reflect present market conditions or future market performance. These
Computational Materials should not be construed as either projections or
predictions or as legal, tax, financial or accounting advice. Any weighted
average lives, yields and principal payment periods shown in the Computational
Materials are based on prepayment assumptions, and changes in such prepayment
assumptions may dramatically affect such weighted average lives, yields and
principal payment periods. In addition, it is possible that prepayments on the
underlying assets will occur at rates slower or faster than the rates shown in
the attached Computational Materials. Furthermore, unless otherwise provided,
the Computational Materials assume no losses on the underlying assets and no
interest shortfalls. The specific characteristics of the Securities may differ
from those shown in the Computational Materials due to differences between the
actual underlying assets and the hypothetical underlying assets used in
preparing the Computational Materials. The principal amount and designation of
any Security described in the Computational Materials are subject to change
prior to issuance. Neither the Underwriters nor any of their affiliates make any
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. THIS
INFORMATION IS FURNISHED TO YOU SOLELY BY THE UNDERWRITERS AND NOT BY THE ISSUER
OF THE SECURITIES OR ANY OF ITS AFFILIATES. THE UNDERWRITERS ARE NOT ACTING AS
AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED
TRANSACTION.
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
SUMMARY OF CERTIFICATES
<TABLE>
<CAPTION>
---------- ------------- -------------- --------------- -------------- ------------ ------------ ------------
INITIAL PASS- ASSUMED WEIGHTED PRINCIPAL
CLASS THROUGH FINAL AVERAGE EXPECTED OR
CERTIFICATE APPROXIMATE RATE DISTRIBUTION LIFE RATINGS NOTIONAL
CLASS BALANCE OR CREDIT DESCRIPTION DATE (5) (YEARS) (6) (MOODY'S PRINCIPAL
NOTIONAL SUPPORT /FITCH) WINDOW (6)
AMOUNT (1)
---------- ------------- -------------- --------------- -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 $112,539,000 23.500% Fixed 5/10 5.70 Aaa/AAA 1/01-5/10
A-2 $432,983,315 23.500% Fixed 12/10 9.79 Aaa/AAA 5/10-12/10
X $713,101,066 N/A WAC (I/O) (2) 12/20 9.23 Aaa/AAA 1/01-12/20
B $28,524,043 19.500% Fixed (3) 12/10 9.99 Aa2/AA 12/10-12/10
C $32,089,548 15.000% Fixed (3) 12/10 9.99 A2/A 12/10-12/10
D $8,913,763 13.750% Fixed (3) 12/10 9.99 A3/A- 12/10-12/10
E $23,175,785 10.500% Variable (4) 12/10 9.99 Baa2/BBB 12/10-12/10
F Not Offered 9.250% Variable (4) N/A N/A N/A N/A
G Not Offered 5.875% Fixed (3) N/A N/A N/A N/A
H Not Offered 5.000% Fixed (3) N/A N/A N/A N/A
I Not Offered 4.250% Fixed (3) N/A N/A N/A N/A
J Not Offered 3.250% Fixed (3) N/A N/A N/A N/A
K Not Offered 2.375% Fixed (3) N/A N/A N/A N/A
L Not Offered 1.500% Fixed (3) N/A N/A N/A N/A
M Not Offered 0.00% Fixed (3) N/A N/A N/A N/A
---------- ------------- -------------- --------------- -------------- ------------ ------------ ------------
</TABLE>
(1) Approximate, subject to a permitted variance of plus or minus 10%.
(2) The pass-through rate on the Class X certificates will be equal to the
excess, if any, of (1) the weighted average of the net interest rates on
the mortgage loans determined without regard to any reductions in the
interest rate resulting from modification of the mortgage loans (in each
case converted to a rate expressed on the basis of a 360-day year
consisting of twelve 30-day months), over (2) the weighted average of the
pass-through rates of the other certificates (other than the residual
certificates and the Class S certificates).
(3) For any distribution date, if the weighted average of the net interest
rates on the mortgage loans determined without regard to any reductions in
the interest rate resulting from modification of the mortgage loans (in
each case converted to a rate expressed on the basis of a 360-day year
consisting of twelve 30-day months) as of the first day of the related due
period is less than the rate specified for the Class B, Class C, Class D,
Class G, Class H, Class I, Class J, Class K, Class L and Class M
certificates with respect to the distribution date, then the pass-through
rate for that class of certificates on that distribution date will equal
the weighted average net mortgage interest rate.
(4) It is anticipated that the pass-through rate applicable to the Class E and
Class F certificates on each distribution date will be equal to the
weighted average of the net interest rates on the mortgage loans
determined without regard to any reductions in the interest rate resulting
from modification of the mortgage loans (in each case converted to a rate
expressed on the basis of a 360-day year consisting of twelve 30-day
months) minus [ ]% per annum.
(5) The assumed final distribution dates set forth have been determined on the
basis of the assumptions described in "Description of the
Certificates--Assumed Final Distribution Date; Rated Final Distribution
Date" in the prospectus supplement. The rated final distribution date for
each class of certificates is January 15, 2033. See "Description of the
Certificates--Assumed Final Distribution Date; Rated Final Distribution
Date" in the prospectus supplement.
(6) The weighted average life and period during which distributions of
principal would be received (or applied in the reduction of the notional
amount in the case of Class X certificates) set forth in the foregoing
table with respect to each class of certificates is based on the
assumptions set forth under "Yield and Maturity Considerations--Weighted
Average Life" and on the assumptions that there are no prepayments (other
than on each anticipated prepayment date, if any) or losses on the
mortgage loans and that there are no extensions of maturity dates of
mortgage loans.
The Class F, Class G, Class H, Class I, Class J, Class K, Class L and Class M
are not offered by this prospectus supplement. The Class S, Class R and Class LR
certificates are not offered by the prospectus supplement or represented in this
table.
COLLATERAL OVERVIEW:
Aggregate Principal Balance: $713,101,067
Number of Mortgage Loans: 105
Number of Mortgaged Properties: 116
Average Cut-Off Date Balance: $6,791,439
Weighted Average Current Mortgage Rate: 8.200%
Weighted Average Underwritten DSCR: 1.36x (1)
Weighted Average Loan-to-Value Ratio: 71.34% (1)
Weighted Average Original Term to Maturity (months): 119
Weighted Average Remaining Term to Maturity (months): 117
Weighted Average Amortization Term (months): 344
Balloon Loans as a % of Total: 91.00%
APD Loans as a % of Total: 7.19%
Interest-only Loans as a % of Total: 0.77%
Fully Amortizing Loans as a % of Total: 1.03%
Single Largest Loan as a % of Total: 5.55%
Five Largest Loans as a % of Total: 21.20%
Ten Largest Loans as a % of Total: 32.14%
(1) Exclude 5 credit tenant lease loans, representing 1.03% of the aggregate
principal balance of all mortgage loans as of the cut-off date.
<TABLE>
<CAPTION>
AGGREGATE
TEN LARGEST LOAN SUMMARY CUT-OFF DATE % OF IPB LOAN PER CUT-OFF DSCR PROPERTY
BALANCE SF/UNIT LTV TYPE
---------------------------- -------------- ---------- -------------- --------- -------- -----------
<S> <C> <C> <C> <C> <C>
Synergy Business Park I & II $39,600,000 5.55% $80.52 73.81% 1.24x Office
EII Portfolio I (Baa2/BBB-) 36,600,000 5.13 $30,990.69 54.71% 2.18x Hotel
Embassy Suites - New
Orleans 32,466,236 4.55 $87,274.83 69.08% 1.38x Hotel
The Links at Oklahoma City 23,451,572 3.29 $39,883.63 73.29% 1.22x Multifamily
University Park Tech I & II 19,080,240 2.68 $100.02 78.84% 1.22x Industrial
Holiday Inn - Mansfield 16,953,839 2.38 $83,929.90 69.20% 1.46x Hotel
Parkway Tower 15,683,486 2.20 $219.13 78.42% 1.05x* Office
Laguna Oaks Apartments 15,451,925 2.17 $76,875.25 78.80% 1.22x Multifamily
Greenway Park Plaza 15,200,000 2.13 $73.84 80.00% 1.34x Retail
Le Montrose 14,705,230 2.06 $111,403.26 57.67% 1.91x Hotel
TOTAL/WEIGHTED AVERAGE $229,192,528 32.14% 70.14% 1.46X
---------------------------- -------------- ---------- -------------- --------- -------- -----------
</TABLE>
*Reverse earnout - please refer to the footnote on page 13.
<TABLE>
<CAPTION>
STATE NUMBER OF MORTGAGED AGGREGATE PRINCIPAL % OF INITIAL POOL
PROPERTIES BALANCE BALANCE
------------------------ --------------------- -------------------------- -------------------------
<S> <C> <C> <C>
California 21 $135,337,169 18.98%
Texas 24 132,449,784 18.57
Tennessee 4 55,658,097 7.81
Louisiana 2 38,559,478 5.41
Maryland 7 33,078,234 4.64
Other States 58 318,018,305 44.60
TOTAL 116 $713,101,067 100.00%
------------------------ --------------------- -------------------------- -------------------------
</TABLE>
<TABLE>
<CAPTION>
PREPAYMENT PROVISIONS NUMBER OF AGGREGATE % OF INITIAL
MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
---------------------------------------- ----------------- ----------------------- ----------------
<S> <C> <C> <C>
Lockout period followed by defeasance 104 $701,112,971 98.32%
Lockout period followed by yield
maintenance 1 11,988,095 1.68
TOTAL 105 $713,101,067 100.00%
---------------------------------------- ----------------- ----------------------- ----------------
</TABLE>
KEY CHARACTERISTICS:
--------------------
Lead Manager: Chase Securities Inc. (book and co-lead);
Bear, Stearns & Co. Inc. (co-lead)
Master Servicer: GE Capital Loan Services, Inc.
Special Servicer: Lend Lease Asset Management, L.P.
Trustee: Wells Fargo Bank Minnesota, N.A.
Mortgage Loan Sellers: General Electric Capital Corporation (67%)
The Chase Manhattan Bank (19%)
Bear, Stearns Funding, Inc. (14%)
Closing: On or about December 20, 2000
Cut-off Date: December 10, 2000
Distribution Date: 15th day of each month or following business
day
ERISA Eligible: Classes A1, A2, B, C, D, E and X are expected
to be ERISA eligible
SMMEA Eligible: No classes are eligible
Structure: Sequential Pay
Day Count: 30/360, payable monthly
Tax Treatment: REMIC
Rated Final Distribution Date: January 15, 2033
Minimum Denominations: $10,000 initial principal amount for the
publicly offered certificates and $1,000,000
initial notional amount for the Class X
certificates. Each certificate will be offered
in multiples of 1 in excess of the minimum
denomination.
Delivery: DTC, Clearstream Banking, Euroclear
<TABLE>
<CAPTION>
NUMBER OF
CURRENT USE OF ALL MORTGAGED AGGREGATE PRINCIPAL % OF INITIAL POOL
MORTGAGED PROPERTIES PROPERTIES BALANCE BALANCE
--------------------------- -------------------- ----------------------- ---------------------
<S> <C> <C> <C>
Office 24 $171,879,544 24.10%
Multifamily 19 151,204,259 21.20
Anchored Retail 21 117,968,413 16.54
Industrial 9 69,263,590 9.71
Full-Service Hotel 3 64,125,305 8.99
Unanchored Retail 14 49,230,246 6.90
Limited-Service Hotel 9 36,600,000 5.13
Manufactured Housing 5 23,051,303 3.23
Self Storage 7 22,418,959 3.14
CTL* 5 7,359,448 1.03
TOTAL 116 $713,101,067 100.00%
--------------------------- -------------------- ----------------------- ---------------------
</TABLE>
*All with subsidiaries of CVS as a tenant, rated A by S&P and A3 by Moody's
<TABLE>
<CAPTION>
NUMBER OF
PROPERTY TYPE (1) MORTGAGED AGGREGATE PRINCIPAL % OF INITIAL POOL
PROPERTIES BALANCE BALANCE
--------------------------- -------------------- ----------------------- ---------------------
<S> <C> <C> <C>
Office 24 $171,879,544 24.10 %
Retail 35 167,198,659 23.45
Multifamily 19 151,204,259 21.20
Hotel 12 100,725,305 14.12
Industrial 9 69,263,590 9.71
TOTAL 99 $660,271,357 92.58%
--------------------------- -------------------- ----------------------- ---------------------
</TABLE>
(1) Represents the property type concentrations in excess of 5% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date.
Page 2 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
COLLATERAL STATISTICS
<TABLE>
<CAPTION>
RANGE OF DSCR (1) NUMBER OF MORTGAGE AGGREGATE PRINCIPAL % OF INITIAL POOL
LOANS/PROPERTIES BALANCE BALANCE
---------------------------------- -------------------------- ------------------------- -----------------------------
<S> <C> <C> <C>
1.0500x to 1.1999x (2) 1/1 $15,683,486 2.20%
1.2000x to 1.2299x 23/23 186,617,520 26.17
1.2300x to 1.2599x 23/23 158,343,341 22.21
1.2600x to 1.2999x 16/16 59,901,742 8.40
1.3000x to 1.3699x 14/14 86,590,205 12.14
1.3700x to 1.4999x 16/16 121,926,036 17.10
1.5000x to 2.4190x 7/18 76,639,289 10.75
TOTAL 100/111 $705,741,619 98.97%
---------------------------------- -------------------------- ------------------------- -----------------------------
</TABLE>
(1) Excludes 5 credit tenant lease loans, representing 1.03% of the aggregate
principal balance of all mortgage loans as of the cut-off date.
(2) Reverse earnout - please refer to the footnote on page 13.
<TABLE>
<CAPTION>
RANGE OF LTV AS OF THE NUMBER OF MORTGAGE AGGREGATE PRINCIPAL % OF INITIAL POOL
CUT-OFF DATE (1) LOANS/PROPERTIES BALANCE BALANCE
---------------------------------- ---------------------------- ----------------------- -----------------------------
<S> <C> <C> <C>
34.83% to 59.99% 9/20 $84,466,237 11.84%
60.00% to 64.99% 7/7 24,487,963 3.43
65.00% to 68.99% 15/15 82,098,438 11.51
69.00% to 72.99% 19/19 151,843,303 21.29
73.00% to 76.99% 24/24 169,133,174 23.72
77.00% to 79.99% 21/21 152,520,454 21.39
80.00% to 80.91% 5/5 41,192,051 5.78
TOTAL 100/111 $705,741,619 98.97%
---------------------------------- ---------------------------- ----------------------- -----------------------------
</TABLE>
(1) Excludes 5 credit tenant lease loans, representing 1.03% of the aggregate
principal balance of all mortgage loans as of the cut-off date.
<TABLE>
<CAPTION>
RANGE OF PRINCIPAL NUMBER OF MORTGAGE AGGREGATE PRINCIPAL % OF INITIAL POOL
CUT-OFF DATE BALANCES LOANS/PROPERTIES BALANCE BALANCE
---------------------------------- ---------------------------- ----------------------- -----------------------------
<S> <C> <C> <C>
$1,165,000 to 3,000,000 33/33 $69,729,343 9.78%
3,000,001 to 5,000,000 22/24 88,733,757 12.44
5,000,001 to 9,000,000 25/25 174,294,933 24.44
9,000,001 to 15,000,000 16/17 184,935,977 25.93
15,000,001 to 20,000,000 5/5 82,789,249 11.61
20,000,001 to 30,000,000 2/2 43,551,572 6.11
30,000,001 to 36,600,000 2/10 69,066,236 9.69
TOTAL 105/116 $713,101,067 100.00%
---------------------------------- ---------------------------- ----------------------- -----------------------------
</TABLE>
<TABLE>
<CAPTION>
RANGE OF REMAINING TERM TO NUMBER OF MORTGAGE AGGREGATE PRINCIPAL % OF INITIAL POOL
MATURITY OR APD (MONTHS) LOANS/PROPERTIES BALANCE BALANCE
---------------------------------- ---------------------------- ----------------------- -----------------------------
<S> <C> <C> <C>
58 to 79 3/3 $19,932,906 2.80%
80 to 99 1/1 9,350,000 1.31
100 to 115 6/6 53,204,165 7.46
116 to 118 43/43 308,569,818 43.27
119 to 120 47/58 314,684,730 44.13
121 to 220 1/1 1,645,270 0.23
221 to 240 4/4 5,714,178 0.80
TOTAL 105/116 $713,101,067 100.00%
---------------------------------- ---------------------------- ----------------------- -----------------------------
</TABLE>
<TABLE>
<CAPTION>
RANGE OF MORTGAGE RATES NUMBER OF MORTGAGE AGGREGATE PRINCIPAL % OF INITIAL POOL
LOANS/PROPERTIES BALANCE BALANCE
---------------------------------- ---------------------------- ----------------------- -----------------------------
<S> <C> <C> <C>
7.700% to 7.899% 7/7 $51,800,597 7.26%
7.900% to 8.099% 29/32 214,137,515 30.03
8.100% to 8.199% 18/18 96,087,726 13.47
8.200% to 8.399% 36/44 243,557,581 34.15
8.400% to 8.599% 9/9 58,709,969 8.23
8.600% to 8.799% 5/5 44,026,859 6.17
8.800% to 9.000% 1/1 4,780,819 0.67
TOTAL 105/116 $713,101,067 100.00%
---------------------------------- ---------------------------- ----------------------- -----------------------------
</TABLE>
<TABLE>
<CAPTION>
AMORTIZATION TYPES NUMBER OF MORTGAGE LOANS AGGREGATE PRINCIPAL % OF INITIAL POOL
BALANCE BALANCE
---------------------------------- ---------------------------- ----------------------- -----------------------------
<S> <C> <C> <C>
Balloon Loans (1) 97 $648,936,388 91.00%
APD Loans 2 51,305,230 7.19
Fully Amortizing Loans (2) 5 7,359,448 1.03
Interest-only Loans (3) 1 5,500,000 0.77
TOTAL 105 $713,101,067 100.00%
---------------------------------- ---------------------------- ----------------------- -----------------------------
</TABLE>
(1) Excludes APD loans and mortgage loans that pay interest-only for the life
of their terms. Includes 1 loan that pays interest-only for 25 months.
(2) All of the mortgage loans identified as "fully amortizing loans" provide
for the accrual of interest on the basis of the actual number of days
elapsed in each payment period and a year assumed to consist of 360 days.
As a result, the scheduled payments due on the maturity date will be
greater than the other scheduled payments for those mortgage loans.
(3) These mortgage loans provide monthly payments of interest-only over the
entire term of the mortgage loans and the payment of the entire principal
amount of the mortgage loans at maturity.
<TABLE>
BASIS FOR ACCRUAL OF INTEREST NUMBER OF AGGREGATE PRINCIPAL % OF INITIAL POOL
MORTGAGE LOANS BALANCE BALANCE
---------------------------------- ---------------------------- ----------------------- -----------------------------
<S> <C> <C> <C>
Actual/360 105 $713,101,067 100.00%
TOTAL 105 $713,101,067 100.00%
---------------------------------- ---------------------------- ----------------------- -----------------------------
</TABLE>
Page 3 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
SUMMARY OF ISSUE
ISSUE TYPE: Sequential pay multi-class commercial mortgage REMIC
OFFERED SECURITIES: Classes A-1, A-2, X, B, C, D, and E
COLLATERAL: Approximately $713,101,067 pool of 105 fixed-rate
commercial, multifamily and manufactured housing
community mortgage loans
LOAN SELLERS: General Electric Capital Corporation, The Chase
Manhattan Bank and Bear, Stearns Funding, Inc.
DEPOSITOR: GE Capital Commercial Mortgage Corporation
UNDERWRITERS: Chase Securities Inc.--Book Running Manager, Co-Lead;
Bear, Stearns & Co. Inc.--Co-Lead; Deutsche Bank
Securities Inc.; J.P. Morgan Securities Inc.; Salomon
Smith Barney Inc.
MASTER SERVICER: GE Capital Loan Services, Inc.
PRIMARY SERVICERS: GE Capital Loan Services, Inc., The Chase Manhattan
Bank
SPECIAL SERVICER: Lend Lease Asset Management, L.P.
TRUSTEE: Wells Fargo Bank Minnesota, N.A.
PAYING AGENT: The Chase Manhattan Bank
RATING AGENCIES: Moody's and Fitch
CUT-OFF DATE: December 10, 2000
CLOSING DATE: On or about December 20, 2000
DISTRIBUTION DATE: The 15th day of the month or, if that day is not a
business day, the next business day, beginning in
January 2001, provided that the distribution date
will be no earlier than the fourth business day after
the related determination date.
DETERMINATION DATE: The 11th day of the month in which the related
distribution date occurs, or if the 11th day is not a
business day, then the immediately following business
day.
DENOMINATIONS: The offered certificates (other than the Class X
certificates) will be offered in minimum
denominations of $10,000 initial principal amount;
the Class X certificates will be offered in minimum
denominations of $1,000,000 initial notional amount.
ERISA CONSIDERATIONS: All offered certificates are expected to be ERISA
eligible
SMMEA ELIGIBILITY: No certificates are eligible.
CERTIFICATE REGISTRATION: Certificate owners may hold their certificates
through DTC (in the United States) or Clearstream
Banking, societe anonyme or The Euroclear System (in
Europe) if they are participants of that system, or
indirectly through organizations that are
participants in those systems.
Page 4 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
STRUCTURAL CHARACTERISTICS
INTEREST ACCRUAL PERIOD: Interest will accrue on the offered certificates
during the calendar month prior to the related
distribution date and will be calculated assuming
that each month has 30 days and each year has 360
days.
PASS-THROUGH RATES: Certificates will accrue interest at an annual rate
called a pass-through rate which is set forth below
for each class other than the Class E and Class X
certificates:
Class A-1 [ ]%
Class A-2 [ ]%
Class B [ ]% (1)
Class C [ ]% (1)
Class D [ ]% (1)
(1) For any distribution date, if the weighted
average of the net interest rates on the
mortgage loans determined without regard to
any reductions in the interest rate
resulting from modification of the mortgage
loans (in each case converted to a rate
expressed on the basis of a 360-day year
consisting of twelve 30-day months and net
of all servicing and trustee fees) as of the
first day of the related due period is less
than the rate specified for the Class B,
Class C or Class D certificates with respect
to the distribution date, then the
pass-through rate for that class of
certificates on that distribution date will
equal such weighted average net mortgage
interest rate.
If you invest in certain offered mezzanine classes
(anticipated to be Class E), your pass-through rate
will be equal to the weighted average interest rate
of the mortgage loans (in each case converted to a
rate expressed on the basis of a 360-day year
consisting of twelve 30-day months and net of all
servicing and trustee fees), less __% per annum.
If you invest in the Class X certificates, your
pass-through rate will be equal to the excess, if
any, of (1) the weighted average interest rate of the
mortgage loans (in each case adjusted, if necessary
to accrue on the basis of a 360-day year consisting
of twelve 30-day months and net of all servicing and
trustee fees) over (2) the weighted average of the
pass-through rates of the other certificates (other
than the Class S, Class R and Class LR certificates)
as described in the prospectus supplement. The
weighting will be based upon the respective principal
amounts of those classes.
PRINCIPAL DISTRIBUTIONS: On each distribution date, funds available for
distribution from the mortgage loans, net of
specified trust expenses, will be distributed to the
class of certificates outstanding, with the earliest
alphabetical/numerical Class designation, until its
certificate balance is reduced to zero. If the
principal amount of each class of certificates other
than Class A-1 and Class A-2 has been reduced to
zero, funds available for principal will be
distributed to Class A-1 and Class A-2, pro rata,
rather than sequentially.
Page 5 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
STRUCTURAL CHARACTERISTICS (continued)
INTEREST DISTRIBUTIONS: Each class of offered certificates (other than the
Class X certificates) will be entitled on each
distribution date to interest accrued at its
pass-through rate on the outstanding certificate
balance of such class during the prior calendar month
(on a 30/360 day basis). The Class X certificates
will be entitled on each distribution date to the
interest accrued at the related pass-through rate on
its notional amount during the prior calendar month.
PREPAYMENT Each mortgage loan prohibits any prepayments or
PROVISIONS: defeasance for a specified period of time after its
date of origination (a "Lockout Period"). In
addition, the mortgage loans generally have open
prepayment periods 3 months prior to maturity. Each
mortgage loan restricts voluntary prepayments in one
of the following ways:
(1) 104 of the mortgage loans, representing
approximately 98.3% of the Initial Pool Balance,
permit only defeasance after the expiration of the
Lockout Period; and
(2) 1 of the mortgage loans, representing
approximately 1.7% of the Initial Pool Balance,
requires that any principal prepayment made during a
specified period of time after the Lockout Period (a
"yield maintenance period"), be accompanied by a
Yield Maintenance Charge.
YIELD MAINTENANCE On any Distribution Date, yield maintenance charges
CHARGES: collected during the related Due Period will be
required to be distributed by the Paying Agent and
allocated between the Offered Certificates and the
Class X Certificates. No yield maintenance charges
will be payable to the non-offered certificates.
REPRESENTATIONS General Electric Capital Corporation, The Chase
AND WARRANTIES: Manhattan Bank, and Bear, Stearns Funding, Inc. will
make certain representations and warranties with
respect to each mortgage loan sold by General
Electric Capital Corporation, The Chase Manhattan
Bank, and Bear, Stearns Funding, Inc., respectively.
Page 6 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
SYNERGY BUSINESS PARK I & II
-------------------------------------------------------------------------------
LOAN INFORMATION
-------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE:
SYNERGY BUSINESS CENTER I: $19,500,000 $19,500,000
SYNERGY BUSINESS CENTER II: $20,100,000 $20,100,000
--------------------------
TOTAL: $39,600,00 $39,600,000
% OF POOL BY IPB: 5.55%
ORIGINATOR: GECC
LOAN DATE: 11/03/00
INTEREST RATE: 7.980%
REMAINING AMORTIZATION: 360 months
MATURITY DATE: 12/1/10
SPONSOR: Jordan E. Slone
CALL PROTECTION: Lockout followed by defeasance
CROSS-COLLATERALIZATION: Yes
RESERVES: SYNERGY BUSINESS PARK I LOAN:
Upfront TI/LC Reserve: $500,000
Monthly TI/LC Reserve: $18,330 (to replenish
Upfront reserves after depletion)
Upfront Capital Improvement Reserves: $720,000
Monthly Replacement Reserve: $3,870
SYNERGY BUSINESS PARK II LOAN:
Upfront TI/LC Reserve: $500,000
Monthly TI/LC Reserve: $18,460 (to replenish
upfront reserves after depletion)
Upfront Capital Improvement Reserve: $244,750
Monthly Replacement Reserve: $3,695
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROPERTY INFORMATION
-------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Portfolio
PROPERTY TYPE: Office
LOCATION: Brentwood, TN
YEAR BUILT: 1983
COLLATERAL: Eight multi-tenanted office buildings comprising
the former Koger-Nashville Office Park. The four
buildings securing the Synergy Business Park I
Loan contain approximately 243,691 square feet
of net leaseable area, three of which were built
between 1984 and 1987 and one of which was built
in 1863 and renovated in 1985. The four
buildings securing the Synergy Business Park II
loan contain approximately 248,109 square feet
of net leasable area and were built between 1983
and 1998.
MAJOR TENANTS (% OF TOTAL SF): GE Information Services, Inc. (12.09%)
Hart Freeland (4.80%)
General Motors AC (4.70%)
CURRENT OCCUPANCY: 93.76%
UWNCF: $4,326,139 (total)
APPRAISED VALUE: $53,650,000 (total)
APPRAISAL DATE: 9/1/00
CUT-OFF DATE LOAN/SF: $80.52
CUT-OFF DATE LTV: 73.81%
BALLOON LTV: 66.06%
UWNCF DSCR: 1.24x
[GRAPHIC OMITTED: TWO PHOTOGRAPHS OF SYNERGY BUSINESS PARK I & II PROPERTIES]
-------------------------------------------------------------------------------
Page 7 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
EII PORTFOLIO I
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $36,600,000 $36,600,000
SHADOW RATING: Baa2 (Moody's), BBB- (Fitch)
% OF POOL BY IPB: 5.13%
ORIGINATOR: GECC
LOAN DATE: 11/07/00
INTEREST RATE: 8.250%
REMAINING AMORTIZATION: 287 months*
APD: 12/1/10
SPONSOR: Equity Inns Inc. (NYSE - ENN)
CALL PROTECTION: Lockout followed by defeasance
CROSS-COLLATERALIZATION: No
LOCK BOX: Springing hard at 1.45x DSCR(set up at closing)
RESERVES: Upfront Improvement Plan Reserve: $500,000
Monthly Replacement Reserve: 4% of gross
revenue
* weighted average based on 300 months for 8 properties and 228 months for
1 property
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Portfolio
PROPERTY TYPE: Limited-Service Hotel
LOCATION: Various
YEAR BUILT: Various
COLLATERAL: Eight limited-service Hampton Inns hotels in
Scranton, Pennsylvania; Colonie, New York; Glen
Burnie, Maryland; Norfolk, Virginia;
Chattanooga, Tennessee; Aurora, Colorado;
Beckley, West Virginia and Maryland Heights,
Missouri; and one limited service Residence Inn
hotel in Oklahoma City, Oklahoma. The hotels
have a total of 1,181 rooms.
CURRENT OCCUPANCY: 69.98%
UNDERWRITTEN ADR: $71.93
UNDERWRITTEN REVPAR: $49.62
UWNCF: $7,659,799
APPRAISED VALUE: $66,900,000
APPRAISAL DATE: 8/3/00-8/21/00
CUT-OFF DATE LOAN/ROOM: $30,990.69
CUT-OFF DATE LTV: 54.71%
BALLOON LTV: 44.40%
UWNCF DSCR: 2.18x
[GRAPHIC OMITTED: TWO PHOTOGRAPHS OF EII PORTFOLIO I PROPERTIES]
--------------------------------------------------------------------------------
Page 8 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
EMBASSY SUITES - NEW ORLEANS
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $32,650,000 $32,466,236
% OF POOL BY IPB: 4.55%
ORIGINATOR: CMB
LOAN DATE: 5/2/00
INTEREST RATE: 8.77%
REMAINING AMORTIZATION: 293 months
MATURITY DATE: 5/10/10
BORROWER/SPONSOR: Felcor Lodging Trust, Inc.
CALL PROTECTION: Lockout followed by defeasance
RESERVES: Debt Service Reserve: $537,925
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Single Asset
PROPERTY TYPE: Full-Service Hotel
LOCATION: New Orleans, LA
YEAR BUILT/YEAR RENOVATED: 1909/1999
COLLATERAL: The hotel contains approximately 372 suites
and is comprised of two properties. 315
Julia Street is a 16-story property which
contains approximately 282 suites and was
built in 1984 and renovated in 1996. 727
South Peters Street is a 7-story building,
which contains approximately 90 suites. 727
South Peters Street was originally built in
1909 as an office building, renovated into a
hotel in 1998.
CURRENT OCCUPANCY: 69.90%
UNDERWRITTEN ADR: $141.50
UNDERWRITTEN REVPAR: $99.05
UWNCF: $4,456,578
APPRAISED VALUE: $47,000,000
APPRAISAL DATE: 3/22/00
CUT-OFF DATE LOAN/UNIT: $87,274.83
CUT-OFF DATE LTV: 69.08%
BALLOON LTV: 58.66%
UWNCF DSCR: 1.38x
[GRAPHIC OMITTED: TWO PHOTOGRAPHS OF EMBASSY SUITES - NEW ORLEANS PROPERTIES]
-------------------------------------------------------------------------------
Page 9 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
THE LINKS AT OKLAHOMA CITY
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $23,500,000 $23,451,572
% OF POOL BY IPB: 3.29%
ORIGINATOR: GECC
LOAN DATE: 7/31/00
INTEREST RATE: 8.340%
REMAINING AMORTIZATION: 356 months
MATURITY DATE: 8/1/10
SPONSOR: James E. Lindsey
CALL PROTECTION: Lockout followed by defeasance
CROSS-COLLATERALIZATION: No
RESERVES: Monthly Replacement Reserve: $9,800
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Single Asset
PROPERTY TYPE: Multifamily
LOCATION: Oklahoma City, OK
YEAR BUILT: 1997 to 2000
COLLATERAL: A 49 building 588 unit apartment complex,
located in Oklahoma City, Oklahoma. The complex
is surrounded by a 9-hole golf course and
contains 196 one-bedroom units and 392
two-bedroom units. Amenities include a 9-hole
golf course, a swimming pool, a tennis court, a
basketball court, a sand volleyball court and a
fitness center.
CURRENT OCCUPANCY: 98.00%
UWNCF: $2,614,582
APPRAISED VALUE: $32,000,000
APPRAISAL DATE: 7/7/00
CUT-OFF DATE LOAN/UNIT: $39,883.63
CUT-OFF DATE LTV: 73.29%
BALLOON LTV: 66.27%
UWNCF DSCR: 1.22x
[GRAPHIC OMITTED: PHOTOGRAPH OF THE LINKS AT OKLAHOMA CITY PROPERTY]
-------------------------------------------------------------------------------
Page 10 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
UNIVERSITY PARK TECH I & II
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE:
UNIVERSITY PARK TECH I: $10,250,000 $10,239,396
UNIVERSITY PARK TECH II: $8,850,000 $8,840,844
-------------------------------------
TOTAL: $19,100,000 $19,080,240
% OF POOL BY IPB: 2.68%
ORIGINATOR: GECC
LOAN DATE: 9/20/00
INTEREST RATE: 8.300%
REMAINING AMORTIZATION: 358 months
MATURITY DATE: 10/1/10
SPONSOR: Eric Brauss
CALL PROTECTION: Lockout followed by defeasance
CROSS-COLLATERALIZATION: Yes
RESERVES: THE UNIVERSITY PARK TECH I LOAN:
Upfront TI/LC Reserve: $200,000 Monthly TI/LC
Reserve: $3,545 (to replenish upfront Reserves
after depletion)
THE UNIVERSITY PARK TECH II LOAN:
Monthly TI/LC Reserve: $3,557, capped at
$125,000 Specific Tenant Security/Leasing
Escrows: $700,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Portfolio
PROPERTY TYPE: Industrial/Office
LOCATION: San Antonio, TX
YEAR BUILT: 1999
COLLATERAL: The building securing the University Park Tech
I Loan contains approximately 106,237 square
feet of net leasable area and was built in
1999. The building securing the University Park
Tech II Loan contains approximately 84,525
square feet of net leasable area and was built
in 1999.
MAJOR TENANTS (% OF TOTAL SF): Clark American Checks, Inc. (35.65%)
Columbia/HCA Health Services (20.27%) SBC
Telecom, Inc. (20.04%)
CURRENT OCCUPANCY: 100.00%
UWNCF: $2,112,707 (total)
APPRAISED VALUE: $24,200,000 (total)
APPRAISAL DATE: 8/3/00
CUT-OFF DATE LOAN/SF: $100.02
CUT-OFF DATE LTV: 78.84%
BALLOON LTV: 71.17%
UWNCF DSCR: 1.22x
[GRAPHIC OMITTED: PHOTOGRAPH OF UNIVERSITY PARK TECH I & II PROPERTIES]
--------------------------------------------------------------------------------
Page 11 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
HOLIDAY INN - MANSFIELD
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $17,000,000 $16,953,839
% OF POOL BY IPB: 2.38%
ORIGINATOR: CMB
LOAN DATE: 9/1/00
INTEREST RATE: 8.450%
REMAINING AMORTIZATION: 297 months
MATURITY DATE: 9/10/10
SPONSOR: Gerald Fineberg
CALL PROTECTION: Lockout followed by defeasance
CROSS-COLLATERALIZATION: No
RESERVES: Monthly Replacement Reserve: $30,546
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Single Asset
PROPERTY TYPE: Full-Service Hotel
LOCATION: Mansfield, MA
YEAR BUILT/YEAR RENOVATED: 1979/2000
COLLATERAL: A full service hotel located in Mansfield,
Massachusetts. The two- and three-story hotel
contains 202 units. The hotel was built in 1979
and renovated in 2000.
CURRENT OCCUPANCY: 72.50%
UNDERWRITTEN ADR: $96.53
UNDERWRITTEN REVPAR: $73.37
UWNCF: $2,394,536
APPRAISED VALUE: $24,500,000
APPRAISAL DATE: 7/1/00
CUT-OFF DATE LOAN/ROOM: $83,929.90
CUT-OFF DATE LTV: 69.20%
BALLOON LTV: 58.04%
UWNCF DSCR: 1.46x
[GRAPHIC OMITTED: PHOTOGRAPH OF HOLIDAY INN - MANSFIELD PROPERTY]
--------------------------------------------------------------------------------
Page 12 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
PARKWAY TOWER
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $15,700,000 $15,683,486
% OF POOL BY IPB: 2.20%
ORIGINATOR: CMB
LOAN DATE: 10/5/00
INTEREST RATE: 8.240%
REMAINING AMORTIZATION: 358 months
MATURITY DATE: 10/10/10
SPONSOR: Maskatiya, Suri & Company
CALL PROTECTION: Lockout followed by defeasance
CROSS-COLLATERALIZATION: No
RESERVES: Monthly Replacement Reserve: $1,585
Upfront Leasing Reserve: $1,970,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: Santa Clara, CA
YEAR BUILT: 1982
COLLATERAL: One multi-tenanted office building located in
the financial district of Santa Clara.
MAJOR TENANTS (% OF TOTAL SF): Arisin Corporation (16.30%)
Netscaler (14.98%)
Speedera Network(14.81%)
CURRENT OCCUPANCY: 100.00%
UWNCF: $1,485,816*
APPRAISED VALUE: $20,000,000
APPRAISAL DATE: 8/25/00
CUT-OFF DATE LOAN/SF: $219.13
CUT-OFF DATE LTV: 78.42%
BALLOON LTV: 70.69%
UWNCF DSCR: 1.05x*
*At closing, lender held back $1,970,000. This hold back will be released and/or
applied to the loan balance (by partially defeasing the loan) no later than
October 2, 2001. The escrow will be released subject to the following
conditions: a) certain spaces renewed or relet; b) the actual debt service
coverage is at a minimum of 1.20x.
[GRAPHIC OMITTED: PHOTOGRAPH OF PARKWAY TOWER PROPERTY]
--------------------------------------------------------------------------------
Page 13 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
LAGUNA OAKS APARTMENTS
-------------------------------------------------------------------------------
LOAN INFORMATION
-------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $15,470,000 $15,451,925
% OF POOL BY IPB: 2.17%
ORIGINATOR: GECC
LOAN DATE: 9/21/00
INTEREST RATE: 7.850%
REMAINING AMORTIZATION: 358 months
MATURITY DATE: 10/1/10
SPONSOR: The Aspen Group, Inc., Sanford Gallanter,
Edwin Sacks
CALL PROTECTION: Lockout followed by defeasance
CROSS-COLLATERALIZATION: No
RESERVES: Monthly Replacement Reserve: $3,420
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROPERTY INFORMATION
-------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Single Asset
PROPERTY TYPE: Multifamily
LOCATION: Elk Grove, CA
YEAR BUILT: 1999
COLLATERAL: 25 building 201 unit class "A" apartment
complex approximately 12 miles from
Sacramento. The complex contains 48
one-bedroom units, 105 two-bedroom units and
48 three-bedroom units. Amenities include an
outdoor swimming pool, a fitness center, a
sauna and 405 parking spaces.
CURRENT OCCUPANCY: 99.00%
UWNCF: $1,633,890
APPRAISED VALUE: $19,610,000
APPRAISAL DATE: 8/31/00
CUT-OFF DATE LOAN/UNIT: $76,875.25
CUT-OFF DATE LTV: 78.80%
BALLOON LTV: 70.39%
UWNCF DSCR: 1.22x
[GRAPHIC OMITTED: PHOTOGRAPH OF LAGUNA OAKS APARTMENTS PROPERTY]
--------------------------------------------------------------------------------
Page 14 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
GREENWAY PARK PLAZA
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $15,200,000 $ 15,200,000
% OF POOL BY IPB: 2.13%
ORIGINATOR: CMB
LOAN DATE: 11/9/00
INTEREST RATE: 8.090%
REMAINING AMORTIZATION: 360 months
MATURITY DATE: 12/10/10
BORROWER/SPONSOR: Ron Barness, Alex Papakyriakou
CALL PROTECTION: Lockout followed by defeasance
CROSS-COLLATERALIZATION: No
RESERVES: Ongoing Replacement Reserves: $3,067
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Single Asset
PROPERTY TYPE: Anchored Retail
LOCATION: Phoenix, AZ
YEAR BUILT: 1989
COLLATERAL: A single story, neighborhood retail shopping
Center anchored by a Food City. The property
is comprised of ten buildings, and six of
these are included in the collateral.
MAJOR TENANTS (% OF TOTAL SF): Food City (25.06%)
Goodwill Industries (12.14%)
Pure Fitness Athletic Center (7.29%)
CURRENT OCCUPANCY: 96.28%
UWNCF: $ 1,808,283
APPRAISED VALUE: $ 19,000,000
APPRAISAL DATE: 9/9/00
CUT-OFF DATE LOAN/SF: $73.84
CUT-OFF DATE LTV: 80.00%
BALLOON LTV: 71.79%
UWNCF DSCR: 1.34x
[GRAPHIC OMITTED: PHOTOGRAPH OF GREENWAY PARK PLAZA PROPERTY]
--------------------------------------------------------------------------------
Page 15 of 16
<PAGE>
[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.(R)
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PAGE MUST BE
ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE
CONTACT YOUR SALES REPRESENTATIVE.
LE MONTROSE
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $14,750,000 $14,705,230
% OF POOL BY IPB: 2.06%
ORIGINATOR: GECC
LOAN DATE: 7/27/00
INTEREST RATE: 8.080%
REMAINING AMORTIZATION: 320 months
MATURITY DATE: 8/1/10
BORROWER/SPONSOR: LaSalle Hotel Properties, ("LHO" on the NYSE)
CALL PROTECTION: Lockout followed by defeasance
CROSS-COLLATERALIZATION: No
LOCK BOX: Springing hard at 1.40x DSCR (set up at
closing)
RESERVES: 4% FF&E upon a 1.40x DSCR trigger
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/ PORTFOLIO: Single Asset
PROPERTY TYPE: Full-Service Hotel
LOCATION: Los Angeles, CA
YEAR BUILT / RENOVATED: 1975/2000
COLLATERAL: A full-service hotel located 2 blocks south
of Sunset Strip in West Hollywood, CA. The
hotel has 132 bedrooms, an outdoor swimming
pool, tennis court, sauna and exercise room.
The property was originally built in 1975 and
converted to a hotel in 1989
CURRENT OCCUPANCY: 71.00%
UNDERWRITTEN ADR: $163.40
UNDERWRITTEN REVPAR: $117.65
UWNCF: $2,574,119
APPRAISED VALUE: $25,500,000
APPRAISAL DATE: 7/1/00
CUT-OFF DATE LOAN/UNIT: $111,403.26
CUT-OFF DATE LTV: 57.67%
BALLOON LTV: 49.74%
UWNCF DSCR: 1.91x
[GRAPHIC OMITTED: PHOTOGRAPH OF LE MONTROSE PROPERTY]
--------------------------------------------------------------------------------
Page 16 of 16
<PAGE>
DATED DECEMBER 6, 2000
PROSPECTUS
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
(DEPOSITOR)
----------------
GE Capital Commercial Mortgage Corporation from time to time will offer
commercial mortgage pass-through certificates in separate series. We will offer
the certificates through this prospectus and a separate prospectus supplement
for each series.
For each series we will establish a trust fund consisting primarily of a
segregated pool of various types of multifamily or commercial mortgage loans,
mortgage-backed securities that evidence interests in, or that are secured by
pledges of, one or more of various types of multifamily or commercial mortgage
loans, or a combination of mortgage loans and mortgage-backed securities.
If specified in the related prospectus supplement, the trust fund for a series
of certificates may include letters of credit, insurance policies, guarantees,
reserve funds or other types of credit support, interest rate exchange
agreements, interest rate cap or floor agreements or currency exchange
agreements as described in this prospectus.
The certificates of a series will evidence beneficial ownership interests in
the trust fund. We may divide the certificates of a series into two or more
classes which may have different interest rates and which may receive principal
payments in differing proportions and at different times. In addition, your
rights as holders of certain classes may be subordinate to the rights of
holders of other classes to receive principal and interest.
No series of certificates will represent an obligation of or interest in GE
Capital Commercial Mortgage Corporation, the Mortgage Asset Seller, the
Underwriter or any of their affiliates. Neither the certificates of any series
nor the assets in any trust fund will be guaranteed or insured by any
governmental agency or instrumentality or by any other person, unless otherwise
provided in the related prospectus supplement. The assets in each trust fund
will be held in trust for the benefit of the holders of the related series of
certificates, as more fully described in this prospectus.
No secondary market will exist for a series of certificates prior to its
offering. We cannot assure you that a secondary market will develop for the
certificates of any series, or, if it does develop, that it will continue.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 14 OF THIS
PROSPECTUS AND IN THE RELATED PROSPECTUS SUPPLEMENT.
----------------
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved of the offered certificates or notes or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
We may offer certain of the certificates of any series 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. We may retain or hold for sale one or more classes of a
series of certificates. Offerings of certain classes of the certificates, if so
specified in the related prospectus supplement, may be made in one or more
transactions exempt from the registration requirements of the Securities Act of
1933, as amended. Those offerings are not being made pursuant to this
prospectus or the related registration statement.
This prospectus may not be used to consummate sales of the certificates of any
series unless accompanied by the prospectus supplement for that series.
The date of this Prospectus is December 6, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Important Notice About Information Presented in this Prospectus and Each Accompanying
Prospectus Supplement ................................................................... 5
SUMMARY OF PROSPECTUS .................................................................... 6
RISK FACTORS ............................................................................. 14
Limited Liquidity of Your Certificates .................................................. 14
Limited Assets of Each Trust Fund ....................................................... 14
Prepayment Considerations; Variability in Average Life of Offered Certificates; Special
Yield Considerations ................................................................... 15
Limited Nature of Ratings ............................................................... 16
Risks Associated with Certain Mortgage Loans and Mortgaged Properties ................... 16
Borrowers May Be Unable to Make Balloon Payments ........................................ 18
Credit Support Limitations .............................................................. 19
Leases and Rents ........................................................................ 19
Environmental Risks ..................................................................... 20
Special Hazard Losses ................................................................... 20
Some Certificates May Not Be Appropriate for ERISA Plans ................................ 21
Certain Federal Tax Considerations Regarding Residual Certificates ...................... 21
Certain Federal Tax Considerations Regarding Original Issue Discount .................... 21
Bankruptcy Proceedings Entail Certain Risks ............................................. 21
Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment .......... 22
Delinquent and Non-Performing Mortgage Loans ............................................ 23
DESCRIPTION OF THE TRUST FUNDS ........................................................... 24
General ................................................................................. 24
Mortgage Loans .......................................................................... 24
MBS ..................................................................................... 27
Certificate Accounts .................................................................... 28
Credit Support .......................................................................... 29
Cash Flow Agreements .................................................................... 29
YIELD AND MATURITY CONSIDERATIONS ........................................................ 30
General ................................................................................. 30
Pass-Through Rate ....................................................................... 30
Payment Delays .......................................................................... 30
Certain Shortfalls in Collections of Interest ........................................... 30
Yield and Prepayment Considerations ..................................................... 31
Weighted Average Life and Maturity ...................................................... 32
Controlled Amortization Classes and Companion Classes ................................... 33
Other Factors Affecting Yield, Weighted Average Life and Maturity ....................... 34
THE DEPOSITOR ............................................................................ 36
USE OF PROCEEDS .......................................................................... 36
DESCRIPTION OF THE CERTIFICATES .......................................................... 37
General ................................................................................. 37
Distributions ........................................................................... 37
Distributions of Interest on the Certificates ........................................... 38
Distributions of Principal on the Certificates .......................................... 39
Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of
Equity Participations .................................................................. 39
Allocation of Losses and Shortfalls ..................................................... 39
Advances in Respect of Delinquencies .................................................... 40
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
Reports to Certificateholders ........................................... 41
Voting Rights ........................................................... 42
Termination ............................................................. 42
Book-Entry Registration and Definitive Certificates ..................... 43
DESCRIPTION OF THE POOLING AGREEMENTS .................................... 45
General ................................................................. 45
Assignment of Mortgage Loans; Repurchases ............................... 45
Representations and Warranties; Repurchases ............................. 46
Collection and Other Servicing Procedures ............................... 47
Sub-Servicers ........................................................... 47
Special Servicers ....................................................... 48
Certificate Account ..................................................... 48
Modifications, Waivers and Amendments of Mortgage Loans ................. 51
Realization Upon Defaulted Mortgage Loans ............................... 51
Hazard Insurance Policies ............................................... 53
Due-on-Sale and Due-on-Encumbrance Provisions ........................... 54
Servicing Compensation and Payment of Expenses .......................... 54
Evidence as to Compliance ............................................... 54
Certain Matters Regarding the Master Servicer and the Depositor ......... 55
Events of Default ....................................................... 56
Rights Upon Event of Default ............................................ 56
Amendment ............................................................... 57
List of Certificateholders .............................................. 57
The Trustee ............................................................. 58
Duties of the Trustee ................................................... 58
Certain Matters Regarding the Trustee ................................... 58
Resignation and Removal of the Trustee .................................. 58
DESCRIPTION OF CREDIT SUPPORT ............................................ 60
General ................................................................. 60
Subordinate Certificates ................................................ 60
Cross-Support Provisions ................................................ 60
Insurance or Guarantees with Respect to Mortgage Loans .................. 61
Letter of Credit ........................................................ 61
Certificate Insurance and Surety Bonds .................................. 61
Reserve Funds ........................................................... 61
Credit Support with Respect to MBS ...................................... 62
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS .................................. 63
General ................................................................. 63
Types of Mortgage Instruments ........................................... 63
Leases and Rents ........................................................ 63
Personalty .............................................................. 64
Foreclosure ............................................................. 64
Bankruptcy Laws ......................................................... 67
Environmental Risks ..................................................... 70
Due-on-Sale and Due-on-Encumbrance ...................................... 71
Subordinate Financing ................................................... 72
Default Interest and Limitations on Prepayments ......................... 72
Applicability of Usury Laws ............................................. 72
Soldiers' and Sailors' Civil Relief Act of 1940 ......................... 73
Type of Mortgaged Property .............................................. 73
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Americans with Disabilities Act ....................................................... 73
Forfeitures In Drug and RICO Proceedings .............................................. 74
CERTAIN FEDERAL INCOME TAX CONSEQUENCES ................................................ 75
Federal Income Tax Consequences for REMIC Certificates ................................ 75
Taxation of Regular Certificates ...................................................... 78
Taxation of Residual Certificates ..................................................... 84
Taxes That May Be Imposed on the REMIC Pool ........................................... 91
Liquidation of the REMIC Pool ......................................................... 92
Administrative Matters ................................................................ 92
Limitations on Deduction of Certain Expenses .......................................... 92
Taxation of Certain Foreign Investors ................................................. 93
Backup Withholding .................................................................... 94
Reporting Requirements ................................................................ 94
Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made 96
Standard Certificates ................................................................. 96
Stripped Certificates ................................................................. 99
Reporting Requirements and Backup Withholding ......................................... 101
Taxation of Certain Foreign Investors ................................................. 102
STATE AND OTHER TAX CONSIDERATIONS ..................................................... 102
CERTAIN ERISA CONSIDERATIONS ........................................................... 103
General ............................................................................... 103
Plan Asset Regulations ................................................................ 103
Administrative Exemptions ............................................................. 104
Insurance Company General Accounts .................................................... 104
Unrelated Business Taxable Income; Residual Certificates .............................. 105
LEGAL INVESTMENT ....................................................................... 105
METHOD OF DISTRIBUTION ................................................................. 107
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ...................................... 108
LEGAL MATTERS .......................................................................... 108
FINANCIAL INFORMATION .................................................................. 108
RATING ................................................................................. 109
INDEX OF PRINCIPAL DEFINITIONS ......................................................... 110
</TABLE>
4
<PAGE>
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND EACH ACCOMPANYING PROSPECTUS SUPPLEMENT
Information about the offered certificates is contained in two separate
documents that progressively provide more detail: (a) this prospectus, which
provides general information, some of which may not apply to the offered
certificates; and (b) the accompanying prospectus supplement for each series,
which describes the specific terms of the offered certificates. IF THE TERMS OF
THE OFFERED CERTIFICATES VARY BETWEEN THIS PROSPECTUS AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT, 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 related prospectus supplement. The information in this
prospectus is accurate only as of the date of this prospectus.
Certain capitalized terms are defined and used in this prospectus to
assist you in understanding the terms of the offered certificates and this
offering. The capitalized terms used in this prospectus are defined on the
pages indicated under the caption "Index of Principal Definitions" beginning on
page 106 in this prospectus.
In this prospectus, the terms "Depositor," "we," "us" and "our" refer to
GE Capital Commercial Mortgage Corporation.
----------------
If you require additional information, the mailing address of our
principal executive offices is GE Capital Commercial Mortgage Corporation, 292
Long Ridge Road, Stamford, Connecticut 06927, and telephone number is (203)
357-4000.
5
<PAGE>
SUMMARY OF PROSPECTUS
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND DOES
NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER IN MAKING AN
INVESTMENT DECISION. PLEASE READ THIS ENTIRE PROSPECTUS AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT AS WELL AS THE TERMS AND PROVISIONS OF THE RELATED
POOLING AND SERVICING AGREEMENT CAREFULLY TO UNDERSTAND ALL OF THE TERMS OF A
SERIES OF CERTIFICATES. AN INDEX OF PRINCIPAL DEFINITIONS IS INCLUDED AT THE
END OF THIS PROSPECTUS.
TITLE OF CERTIFICATES....... Mortgage pass-through certificates, issuable in
series.
DEPOSITOR................... GE Capital Commercial Mortgage Corporation is a
wholly-owned subsidiary of General Electric
Capital Corporation. All outstanding common stock
of General Electric Capital Corporation is owned
by General Electric Capital Services, Inc., the
common stock of which is in turn wholly owned
directly or indirectly by the General Electric
Company.
MASTER SERVICER............. The master servicer, if any, for a series of
certificates will be named in the related
prospectus supplement. The master servicer for
any series of certificates may be an affiliate of
the Depositor or a special servicer.
SPECIAL SERVICER............ One or more special servicers, if any, for a
series of certificates will be named, or the
circumstances under which a special servicer will
be appointed will be described, in the related
prospectus supplement. A special servicer for any
series of certificates may be an affiliate of the
Depositor or the master servicer.
TRUSTEE..................... The trustee for each series of certificates
will be named in the related prospectus
supplement.
THE TRUST ASSETS............ Each series of certificates will represent in
the aggregate the entire beneficial ownership
interest in a trust fund consisting primarily of:
A. MORTGAGE ASSETS.......... The mortgage assets with respect to each series
of certificates will, in general, consist of a
pool of loans secured by liens on, or security
interests in:
o residential properties consisting of five or
more rental or cooperatively-owned dwelling
units or by shares allocable to a number of
those units and the related leases; or
o office buildings, shopping centers, retail
stores and establishments, hotels or motels,
nursing homes, hospitals or other health-care
related facilities, manufactured housing
properties, warehouse facilities,
mini-warehouse facilities, self-storage
facilities, industrial plants, parking lots,
mixed use or various other types of
income-producing properties described in this
prospectus or unimproved land.
Mortgage loans may be secured by properties
backed by credit lease obligations of a tenant
or net lease obligations guaranteed
6
<PAGE>
by another entity. Either the tenant or the
guarantor will have a credit rating form a
rating agency as described in the prospectus
supplement. If so specified in the related
prospectus supplement, a trust fund may include
mortgage loans secured by liens on real estate
projects under construction. No one will
guarantee the mortgage loans, unless otherwise
provided in the related prospectus supplement.
If so specified in the related prospectus
supplement, some mortgage loans may be
delinquent. In no event will delinquent mortgage
loans comprise 20 percent or more of the trust
fund at the time the mortgage loans are
transferred to the trust fund.
As described in the related prospectus
supplement, a mortgage loan:
o may provide for no accrual of interest or for
accrual of interest at a mortgage interest
rate that is fixed over its term or that
adjusts from time to time, or that the
borrower may elect to convert from an
adjustable to a fixed mortgage interest rate,
or from a fixed to an adjustable mortgage
interest rate;
o may provide for level payments to maturity or
for payments that adjust from time to time to
accommodate changes in the mortgage interest
rate or to reflect the occurrence of certain
events, and may permit negative amortization;
o may be fully amortizing or partially
amortizing or non-amortizing, with a balloon
payment due on its stated maturity date;
o may prohibit prepayments over its term or for
a certain period and/or require payment of a
premium or a yield maintenance penalty in
connection with certain prepayments;
o may permit defeasance with non-callable U.S.
Treasury securities or securities issued by
government agencies; and
o may provide for payments of principal,
interest or both, on due dates that occur
monthly, quarterly, semi-annually or at
another interval specified in the related
prospectus supplement.
Some or all of the mortgage loans in any trust
fund may have been originated by an affiliate of
the Depositor. See "Description of the Trust
Funds--Mortgage Loans" in this prospectus.
If specified in the related prospectus
supplement, the mortgage assets with respect to
a series of certificates may also include, or
consist of,
o private mortgage participations, mortgage
pass-through certificates or other
mortgage-backed securities, or
o certificates insured or guaranteed by any of
the Federal Home Loan Mortgage Corporation,
the Federal National Mortgage Association,
the Governmental National Mortgage
Association or the Federal Agricultural
Mortgage Corporation.
7
<PAGE>
Each of the above mortgage assets will evidence
an interest in, or will be secured by a pledge
of, one or more mortgage loans that conform to
the descriptions of the mortgage loans contained
in this prospectus. See "Description of the
Trust Funds--MBS" in this prospectus.
B. CERTIFICATE ACCOUNT...... Each trust fund will include one or more
certificate accounts established and maintained
on behalf of the certificateholders. The person
or persons designated in the related prospectus
supplement will be required to, to the extent
described in this prospectus and in that
prospectus supplement, deposit all payments and
other collections received or advanced with
respect to the mortgage assets and other assets
in the trust fund into the certificate accounts.
A certificate account may be maintained as an
interest bearing or a non-interest bearing
account, and its funds may be held as cash or
invested in certain obligations acceptable to the
rating agencies rating one or more classes of the
related series of offered certificates. See
"Description of the Trust Funds--Certificate
Accounts" and "Description of the Pooling
Agreements--Certificate Account" in this
prospectus.
C. CREDIT SUPPORT........... If so provided in the related prospectus
supplement, partial or full protection against
certain defaults and losses on the mortgage
assets in the related trust fund may be provided
to one or more classes of certificates of the
related series in the form of subordination of
one or more other classes of certificates of that
series, which other classes may include one or
more classes of offered certificates, 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
described in this prospectus, or a combination of
these features. The amount and types of any
credit support, the identification of any entity
providing it and related information will be set
forth in the prospectus supplement for a series
of offered certificates. See "Risk
Factors--Credit Support Limitations",
"Description of the Trust Funds--Credit Support"
and "Description of Credit Support" in this
prospectus.
D. CASH FLOW AGREEMENTS..... If so provided in the related prospectus
supplement, a trust fund may include guaranteed
investment contracts pursuant to which moneys
held in the funds and accounts established for
the related series will be invested at a
specified rate. The trust fund may also include
interest rate exchange agreements, interest rate
cap or floor agreements, or currency exchange
agreements, all of which are designed to reduce
the effects of interest rate or currency exchange
rate fluctuations on the mortgage assets or on
one or more classes of certificates. The
principal terms of that guaranteed investment
contract or other agreement, including, without
limitation, provisions relating to the timing,
manner and amount of any corresponding payments
and provisions relating to their termination,
will be described in the prospectus
8
<PAGE>
supplement for the related series. In addition,
the related prospectus supplement will contain
certain information that pertains to the obligor
under any cash flow agreements of this type. See
"Description of the Trust Funds--Cash Flow
Agreements" in this prospectus.
DESCRIPTION OF
CERTIFICATES................ We will offer certificates in one or more classes
of a series of certificates issued pursuant to a
pooling and servicing agreement or other
agreement specified in the related prospectus
supplement. The certificates will represent in
the aggregate the entire beneficial ownership
interest in the trust fund created by that
agreement.
As described in the related prospectus
supplement, the certificates of each series, may
consist of one or more classes of certificates
that, among other things:
o are senior or subordinate to one or more
other classes of certificates in entitlement
to certain distributions on the certificates;
o are principal-only certificates entitled to
distributions of principal, with
disproportionately small, nominal or no
distributions of interest;
o are interest-only certificates entitled to
distributions of interest, with
disproportionately small, nominal or no
distributions of principal;
o provide for distributions of interest on, or
principal of, the certificates that begin
only after the occurrence of certain events,
such as the retirement of one or more other
classes of certificates of that series;
o provide for distributions of principal of the
certificates to be made, from time to time or
for designated periods, at a rate that is
faster, or slower than the rate at which
payments or other collections of principal
are received on the mortgage assets in the
related trust fund;
o provide for controlled distributions of
principal to be made based on a specified
schedule or other methodology, subject to
available funds; or
o provide for distributions based on
collections of prepayment premiums, yield
maintenance penalties or equity
participations on the mortgage assets in the
related trust fund.
Each class of certificates, other than
interest-only certificates and residual
certificates which are only entitled to a
residual interest in the trust fund, will have a
stated principal balance. Each class of
certificates, other than principal-only
certificates and residual certificates, will
accrue interest on its stated principal balance
or, in the case of interest-only certificates,
on a notional amount. Each class of certificates
entitled to interest will accrue interest
9
<PAGE>
based on a fixed, variable or adjustable
pass-through interest rate. The related
prospectus supplement will specify the principal
balance, notional amount and/or fixed
pass-through interest rate, or, in the case of a
variable or adjustable pass-through interest
rate, the method for determining that rate, as
applicable, for each class of offered
certificates.
The certificates will not be guaranteed or
insured by anyone, unless otherwise provided in
the related prospectus supplement. See "Risk
Factors--Limited Assets of Each Trust Fund" and
"Description of the Certificates" in this
prospectus.
DISTRIBUTIONS OF INTEREST ON
THE CERTIFICATES..... ..... Interest on each class of offered certificates,
other than certain classes of principal-only
certificates and certain classes of residual
certificates, of each series will accrue at the
applicable fixed, variable or adjustable
pass-through interest rate on the principal
balance or, in the case of certain classes of
interest-only certificates, on the notional
amount, outstanding from time to time. Interest
will be distributed to you as provided in the
related prospectus supplement on specified
distribution dates. Distributions of interest
with respect to one or more classes of accrual
certificates may not begin until the occurrence
of certain events, such as the retirement of one
or more other classes of certificates, and
interest accrued with respect to a class of
accrual certificates before the occurrence of
that event will either be added to its principal
balance or otherwise deferred. Distributions of
interest with respect to one or more classes
of certificates may be reduced to the extent of
certain delinquencies, losses and other
contingencies described in this prospectus and
in the related prospectus supplement. See "Risk
Factors--Prepayment Considerations; Variability
in Average Life of Offered Certificates; Special
Yield Considerations", "Yield and Maturity
Considerations" and "Description of the
Certificates--Distributions of Interest on
the Certificates" in this prospectus.
DISTRIBUTIONS OF PRINCIPAL OF
THE CERTIFICATES.......... Each class of certificates of each series,
other than certain classes of interest-only
certificates and certain classes of residual
certificates, will have a principal balance. The
principal balance of a class of certificates will
represent the maximum amount that you are
entitled to receive as principal from future cash
flows on the assets in the related trust fund.
Distributions of principal with respect to one
or more classes of certificates may:
o be made at a rate that is faster, and, in
some cases, substantially faster, than the
rate at which payments or other collections
of principal are received on the mortgage
assets in the related trust fund;
10
<PAGE>
o or may be made at a rate that is slower, and,
in some cases, substantially slower, than the
rate at which payments or other collections
of principal are received on the mortgage
assets in the related trust fund;
o not commence until the occurrence of certain
events, such as the retirement of one or more
other classes of certificates of the same
series;
o be made, subject to certain limitations,
based on a specified principal payment
schedule resulting in a controlled
amortization class of certificates; or
o be contingent on the specified principal
payment schedule for a controlled
amortization class of the same series and the
rate at which payments and other collections
of principal on the mortgage assets in the
related trust fund are received.
Unless otherwise specified in the related
prospectus supplement, distributions of
principal of any class of offered certificates
will be made on a pro rata basis among all of
the certificates of that class. See "Description
of the Certificates--Distributions of Principal
on the Certificates" in this prospectus.
ADVANCES.................... If provided in the related prospectus
supplement, if a trust fund includes mortgage
loans, the master servicer, a special servicer,
the trustee, any provider of credit support
and/or any other specified person may be
obligated to make, or have the option of making,
certain advances with respect to delinquent
scheduled payments of principal and/or interest
on those mortgage loans. Any of the advances of
principal and interest made with respect to a
particular mortgage loan will be reimbursable
from subsequent recoveries from the related
mortgage loan and otherwise to the extent
described in this prospectus and in the related
prospectus supplement. If provided in the
prospectus supplement for a series of
certificates, any entity making these advances
may be entitled to receive interest on those
advances while they are outstanding, payable from
amounts in the related trust fund. If a trust
fund includes mortgage participations,
pass-through certificates or other
mortgage-backed securities, any comparable
advancing obligation will be described in the
related prospectus supplement. See "Description
of the Certificates--Advances in Respect of
Delinquencies" in this prospectus.
TERMINATION................. If so specified in the related prospectus
supplement, the mortgage assets in the related
trust fund may be sold, causing an early
termination of a series of certificates in the
manner set forth in the prospectus supplement. If
so provided in the related prospectus supplement,
upon the reduction of the principal balance of a
specified class or classes of certificates by a
specified percentage or amount, the party
specified in the prospectus supplement may be
authorized or required to bid for
11
<PAGE>
or solicit bids for the purchase of all of the
mortgage assets of the related trust fund, or of
a sufficient portion of the mortgage assets to
retire the class or classes, as described in the
related prospectus supplement. See "Description
of the Certificates--Termination" in this
prospectus.
REGISTRATION OF BOOK-ENTRY
CERTIFICATES............... If so provided in the related prospectus
supplement, one or more classes of the offered
certificates of any series will be book-entry
certificates offered through the facilities of
The Depository Trust Company. Each class of
book-entry certificates will be initially
represented by one or more certificates
registered in the name of a nominee of The
Depository Trust Company. No person acquiring an
interest in a class of book-entry certificates
will be entitled to receive definitive
certificates of that class in fully registered
form, except under the limited circumstances
described in this prospectus. See "Risk
Factors--Book-Entry System for Certain Classes
May Decrease Liquidity and Delay Payment" and
"Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in this
prospectus.
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES............... The federal income tax consequences to
certificateholders will vary depending on whether
one or more elections are made to treat the trust
fund or specified portions of the trust fund as
one or more "real estate mortgage investment
conduits" (each, a "REMIC") under the provisions
of the Internal Revenue Code. The prospectus
supplement for each series of certificates will
specify whether one or more REMIC elections will
be made. See "Certain Federal Income Tax
Consequences" in this prospectus.
CERTAIN ERISA
CONSIDERATIONS.............. If you are a fiduciary of any employee benefit
plans or certain other retirement plans and
arrangements, including individual retirement
accounts, annuities, Keogh plans, and collective
investment funds and insurance company general
and separate accounts in which those plans,
accounts, annuities or arrangements are invested,
that are subject to ERISA or Section 4975 of the
Internal Revenue Code or materially similar
provisions of applicable federal, state or local
law, you should carefully review with your legal
advisors whether the purchase or holding of
offered certificates could give rise to a
transaction that is prohibited or is not
otherwise permissible under ERISA, the Internal
Revenue Code or applicable similar law. See
"Certain ERISA Considerations" in this prospectus
and "ERISA Considerations" in the related
prospectus supplement.
LEGAL INVESTMENT............ The applicable prospectus supplement will
specify whether the offered certificates will
constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended. If your
investment authority is subject to legal
restrictions you should consult your own legal
advisors to determine if the offered certificates
constitute legal investments for you. See "Legal
Investment" in this prospectus and in the related
prospectus supplement.
12
<PAGE>
RATING...................... At their dates of issuance, each class of
offered certificates will be rated at least
investment grade by one or more nationally
recognized statistical rating agencies. See
"Rating" in this prospectus and "Ratings" in the
related prospectus supplement.
13
<PAGE>
RISK FACTORS
You should carefully consider the following risks and the risks described
under "RISK FACTORS" in the prospectus supplement for the applicable series of
certificates before making an investment decision. In particular, distributions
on your certificates will depend on payments received on and other recoveries
with respect to the mortgage loans. Thus, you should carefully consider the
risk factors relating to the mortgage loans and the mortgaged properties.
LIMITED LIQUIDITY OF YOUR CERTIFICATES
We cannot assure you that a secondary market for the certificates will
develop or, if it does develop, that it will provide you with liquidity of
investment or will continue for the life of your certificates. The prospectus
supplement for any series of offered certificates may indicate that an
underwriter intends to make a secondary market in those offered certificates;
however, no underwriter will be obligated to do so. Any resulting secondary
market may provide you with less liquidity than any comparable market for
certificates that evidence interests in single-family mortgage loans.
The primary source of ongoing information regarding the offered
certificates of any series, including information regarding the status of the
related mortgage assets and any credit support for your certificates, will be
the periodic reports delivered to you. See "Description of the
Certificates--Reports to Certificateholders" in this prospectus. We cannot
assure you that any additional ongoing information regarding your certificates
will be available through any other source. The limited nature of the available
information in respect of a series of offered certificates may adversely affect
its liquidity, even if a secondary market for those certificates does develop.
Even if a secondary market does develop with respect to any series or
class of certificates, the market value of those certificates will be affected
by several factors, including:
o The perceived liquidity of the certificates;
o The anticipated cash flow of the certificates, which may vary widely
depending upon the prepayment and default assumptions applied in
respect of the underlying mortgage loans and prevailing interest
rates;
o The price payable at any given time in respect of certain classes of
offered certificates may be extremely sensitive to small fluctuations
in prevailing interest rates, particularly, for a class with a
relatively long average life, a companion class to a controlled
amortization class, a class of interest-only certificates or
principal-only certificates; and
o The relative change in price for an offered certificate in response to
an upward or downward movement in prevailing interest rates may not
equal the relative change in price for that certificate in response to
an equal but opposite movement in those rates. Accordingly, the sale
of your certificates in any secondary market that may develop may be
at a discount from the price you paid.
We are not aware of any source through which price information about the
offered certificates will be generally available on an ongoing basis.
Except to the extent described in this prospectus and in the related
prospectus supplement, you will have no redemption rights, and the certificates
of each series will be subject to early retirement only under certain specified
circumstances described in this prospectus and in the related prospectus
supplement. See "Description of the Certificates--Termination" in this
prospectus.
LIMITED ASSETS OF EACH TRUST FUND
Unless otherwise specified in the related prospectus supplement,
o The certificates of any series and the mortgage assets in the related
trust fund will not be guaranteed or insured by the Depositor or any
of its affiliates, by any governmental agency or instrumentality or by
any other person or entity; and
14
<PAGE>
o The certificate of any series will not represent a claim against or
security interest in the trust funds for any other series.
Accordingly, if the related trust fund has insufficient assets to make
payments on a series of offered certificates, no other assets will be available
to make those payments. Additionally, certain amounts on deposit from time to
time in certain funds or accounts constituting part of a trust fund may be
withdrawn under certain conditions, as described in the related prospectus
supplement, for purposes other than the payment of principal of or interest on
the related series of certificates. If so provided in the prospectus supplement
for a series of certificates consisting of one or more classes of subordinate
certificates, if losses or shortfalls in collections have occurred with respect
to any distribution date, all or a portion of the amount of these 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 the prospectus
supplement.
PREPAYMENT CONSIDERATIONS; VARIABILITY IN AVERAGE LIFE OF OFFERED CERTIFICATES;
SPECIAL YIELD CONSIDERATIONS
As a result of, among other things, prepayments on the mortgage loans in
any trust fund, the amount and timing of distributions of principal and/or
interest on the offered certificates of the related series may be highly
unpredictable. Prepayments on the mortgage loans in any trust fund will result
in a faster rate of principal payments on one or more classes of the related
series of certificates than if payments on those mortgage loans were made as
scheduled. Thus, the prepayment experience on the mortgage loans in a trust
fund may affect the average life of one or more classes of offered certificates
of the related series.
The rate of principal payments on pools of mortgage loans varies among
pools and from time to time is influenced by a variety of economic,
demographic, geographic, social, tax, legal and other factors. For example, if
prevailing interest rates fall significantly below the mortgage interest rates
of the mortgage loans included in a trust fund, then, subject to, among other
things, the particular terms of the mortgage loans and the ability of borrowers
to get new financing, principal prepayments on those mortgage loans are likely
to be higher than if prevailing interest rates remain at or above the rates on
those mortgage loans. Conversely, if prevailing interest rates rise
significantly above the mortgage interest rates of the mortgage loans included
in a trust fund, then principal prepayments on those mortgage loans are likely
to be lower than if prevailing interest rates remain at or below the rates on
those mortgage loans. We cannot assure you as to the actual rate of prepayment
on the mortgage loans in any trust fund or that the rate of prepayment will
conform to any model described in this prospectus or in any prospectus
supplement. As a result, depending on the anticipated rate of prepayment for
the mortgage loans in any trust fund, the retirement of any class of
certificates of the related series could occur significantly earlier or later
than expected.
The extent to which prepayments on the mortgage loans in any trust fund
ultimately affect the average life of your certificates will depend on the
terms of your certificates.
o A class of certificates that entitles the holders of those
certificates to a disproportionately large share of the prepayments on
the mortgage loans in the related trust fund increases the "call risk"
or the likelihood of early retirement of that class if the rate of
prepayment is relatively fast; and
o A class of certificates that entitles the holders of the certificates
to a disproportionately small share of the prepayments on the mortgage
loans in the related trust fund increases the likelihood of "extension
risk" or an extended average life of that class if the rate of
prepayment is relatively slow.
As described in the related prospectus supplement, the respective
entitlements of the various classes of certificate of any series to receive
payments, especially prepayments, of principal of the mortgage loans in the
related trust fund may vary based on the occurrence of certain events such as
the retirement of one or more classes of certificates of that series, or
subject to certain contingencies such as the rate of prepayments and defaults
with respect to those mortgage loans.
A series of certificates may include one or more controlled amortization
classes, which will entitle you to receive principal distributions according to
a specified principal payment schedule. Although prepayment risk cannot be
eliminated entirely for any class of certificates, a controlled amortization
class will generally provide a relatively stable cash flow so long as the
actual rate of prepayment on the mortgage loans in the
15
<PAGE>
related trust fund remains relatively constant at the rate, or within the range
of rates, of prepayment used to establish the specific principal payment
schedule for those certificates. Prepayment risk with respect to a given pool
of mortgage assets does not disappear, however, and the stability afforded to a
controlled amortization class comes at the expense of one or more companion
classes of the same series, any of which companion classes may also be a class
of offered certificates. In general, and as more specifically described in the
related prospectus supplement, a companion class may entitle you to a
disproportionately large share of prepayments on the mortgage loans in the
related trust fund when the rate of prepayment is relatively fast, or may
entitle you to a disproportionately small share of prepayments on the mortgage
loans in the related trust fund when the rate of prepayment is relatively slow.
As described in the related prospectus supplement, a companion class absorbs
some (but not all) of the "call risk" and/or "extension risk" that would
otherwise belong to the related controlled amortization class if all payments
of principal of the mortgage loans in the related trust fund were allocated on
a pro rata basis.
A series of certificates may include one or more classes of offered
certificates offered at a premium or discount. Yields on those classes of
certificates will be sensitive, and in some cases extremely sensitive, to
prepayments on the mortgage loans in the related trust fund. Where the amount
of interest payable with respect to a class is disproportionately large, as
compared to the amount of principal, as with certain classes of interest-only
certificates, you might fail to recover your original investment under some
prepayment scenarios. The extent to which the yield to maturity of any class of
offered certificates may vary from the anticipated yield will depend upon the
degree to which they are purchased at a discount or premium and the amount and
timing of distributions on those certificates. You should consider, in the case
of any offered certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the mortgage loans could result in an
actual yield that is lower than the anticipated yield and, in the case of any
offered certificate purchased at a premium, the risk that a faster than
anticipated rate of principal payments could result in an actual yield that is
lower than the anticipated yield. See "Yield and Maturity Considerations" in
this prospectus.
LIMITED NATURE OF RATINGS
Any rating assigned to a class of offered certificates by a rating agency
will only reflect its assessment of the probability that you will receive
payments to which you are entitled. This rating will not constitute an
assessment of the probability:
o that principal prepayments on the related mortgage loans will be made;
o of the degree to which the rate of prepayments might differ from the
rate of prepayments that was originally anticipated; or
o of the likelihood of early optional termination of the related trust
fund.
Furthermore, the rating will not address the possibility that prepayment
of the related mortgage loans at a higher or lower rate than you anticipated
may cause you to experience a lower than anticipated yield or that if you
purchase a certificate at a significant premium you might fail to recover your
initial investment under certain prepayment scenarios.
The amount, type and nature of credit support, if any, provided 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 that
series. These criteria are sometimes based upon analysis of the behavior of
mortgage loans in a larger group. However, we cannot assure you that the
historical data supporting that analysis will accurately reflect future
experience, or that the data derived from a large pool of mortgage loans will
accurately predict the delinquency, foreclosure or loss experience of any
particular pool of mortgage loans. In other cases, the criteria may be based
upon determinations of the values of the mortgaged properties that provide
security for the mortgage loans in the related trust fund. However, we cannot
assure you that those values will not decline in the future. See "Description
of Credit Support" and "Rating" in this prospectus.
RISKS ASSOCIATED WITH CERTAIN MORTGAGE LOANS AND MORTGAGED PROPERTIES
A description of risks associated with investments in mortgage loans is
included under "Certain Legal Aspects of Mortgage Loans" in this prospectus.
Commercial and multifamily lending generally exposes the
16
<PAGE>
lender to a greater risk of loss than one-to four-family residential lending.
Commercial and multifamily lending typically involves larger loans to single
borrowers or groups of related borrowers than residential one- to four-family
mortgage loans. Further, the repayment of loans secured by income producing
properties is typically dependent upon the successful operation of the related
real estate project. If the cash flow from the project is reduced (for example,
if leases are not obtained or renewed), the borrower's ability to repay the
loan may be impaired. Commercial and multifamily real estate can be affected
significantly by the supply and demand in the market for the type of property
securing the loan and, therefore, may be subject to adverse economic
conditions. Market values may vary as a result of economic events or
governmental regulations outside the control of the borrower or lender that
impact the cash flow of the property. For example, some laws, such as the
Americans with Disabilities Act, may require modifications to properties, and
rent control laws may limit rent collections in the case of multifamily
properties. A number of the mortgage loans may be secured by liens on
owner-occupied mortgaged properties or on mortgaged properties leased to a
single tenant or a small number of significant tenants. Accordingly, a decline
in the financial condition of the borrower or a significant tenant, as
applicable, may have a disproportionately greater effect on the net operating
income from those 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:
o Changes in general or local economic conditions and/or specific
industry segments;
o Declines in real estate values;
o Declines in rental or occupancy rates;
o Increases in interest rates, real estate tax rates and other operating
expenses;
o Changes in governmental rules, regulations and fiscal policies,
including environmental legislation;
o Acts of God; and
o Other factors beyond the control of a master servicer.
The type and use of a particular mortgaged property may present additional
risk. For instance:
o 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.
o Hotel and motel properties are often operated pursuant to franchise,
management or operating agreements that 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.
o The ability of a borrower to repay a mortgage loan secured by shares
allocable to one or more cooperative dwelling units may depend on the
ability of the dwelling units to generate sufficient rental income,
which may be subject to rent control or stabilization laws, to cover
both debt service on the loan as well as maintenance charges to the
cooperative. Further, a mortgage loan secured by cooperative shares is
subordinate to the mortgage, if any, on the cooperative apartment
building.
The economic performance of mortgage loans that are secured by full
service hotels, limited service hotels, hotels associated with national
franchise chains, hotels associated with regional franchise chains and hotels
that are not affiliated with any franchise chain but may have their own brand
identity, are affected by various factors, including:
o Adverse economic and social conditions, either local, regional or
national (which may limit the amount that can be charged for a room
and reduce occupancy levels);
o Construction of competing hotels or resorts;
o Continuing expenditures for modernizing, refurbishing, and maintaining
existing facilities prior to the expiration of their anticipated
useful lives;
17
<PAGE>
o Deterioration in the financial strength or managerial capabilities of
the owner and operator of a hotel; and
o Changes in travel patterns caused by changes in access, energy prices,
strikes, relocation of highways, the construction of additional
highways or other factors.
Additionally, the hotel and lodging industry is generally seasonal in
nature and this seasonality can be expected to cause periodic fluctuations in
room and other revenues, occupancy levels, room rates and operating expenses.
The demand for particular accommodations may also be affected by changes in
travel patterns caused by changes in energy prices, strikes, relocation of
highways, the construction of additional highways and other factors.
The viability of any hotel property that is the franchisee of a national
or regional chain depends in part on the continued existence and financial
strength of the franchisor, the public perception of the franchise service mark
and the duration of the franchise licensing agreements. The transferability of
franchise license agreements may be restricted and, in the event of a
foreclosure on that hotel property, the property would not have the right to
use the franchise license without the franchisor's consent. Conversely, a
lender may be unable to remove a franchisor that it desires to replace
following a foreclosure. Further, in the event of a foreclosure on a hotel
property, it is unlikely that the trustee (or servicer or special servicer) or
purchaser of that hotel property would be entitled to the rights under any
existing liquor license for that hotel property. It is more likely that those
persons would have to apply for new licenses. We cannot assure you that a new
license could be obtained or that it could be obtained promptly.
Other multifamily properties, hotels, retail properties, office buildings,
manufactured housing properties, nursing homes and self-storage facilities
located in the areas of the mortgaged properties compete with the mortgaged
properties to attract residents and customers. The leasing of real estate is
highly competitive. The principal means of competition are price, location and
the nature and condition of the facility to be leased. A borrower under a
mortgage loan competes with all lessors and developers of comparable types of
real estate in the area in which the mortgaged property is located. Those
lessors or developers could have lower rentals, lower operating costs, more
favorable locations or better facilities. While a borrower under a mortgage
loan may renovate, refurbish or expand the mortgaged property to maintain it
and remain competitive, that renovation, refurbishment or expansion may itself
entail significant risk. Increased competition could adversely affect income
from and market value of the mortgaged properties. In addition, the business
conducted at each mortgaged property may face competition from other industries
and industry segments.
It is anticipated that some or all of the mortgage loans included in any
trust fund will be nonrecourse loans or loans for which recourse may be
restricted or unenforceable. As to that mortgage loan, recourse in the event of
borrower default will be limited to the specific real property and other
assets, if any, that were pledged to secure the mortgage loan. However, even
with respect to those mortgage loans that provide for recourse against the
borrower and its assets generally, we cannot assure you that enforcement of
those recourse provisions will be practicable, or that the assets of the
borrower will be sufficient to permit a recovery in respect of a defaulted
mortgage loan in excess of the liquidation value of the related mortgaged
property. See "Certain Legal Aspects of Mortgage Loans--Foreclosure" in this
prospectus.
Further, the concentration of default, foreclosure and loss risks in
individual mortgage loans in a particular trust fund will generally be greater
than for pools of single-family loans because mortgage loans in a trust fund
will generally consist of a smaller number of higher balance loans than would a
pool of single-family loans of comparable aggregate unpaid principal balance.
BORROWERS MAY BE UNABLE TO MAKE BALLOON PAYMENTS
Certain of the mortgage loans included in a trust fund may be
non-amortizing or only partially amortizing over their terms to maturity and,
thus, will require substantial principal payments (that is, balloon payments)
at their stated maturity. Mortgage loans of this type involve a greater degree
of risk than self-amortizing loans because the ability of a borrower to make a
balloon payment typically will depend upon its ability either to refinance the
loan or to sell the related mortgaged property. The ability of a borrower to
accomplish either of these goals will be affected by:
18
<PAGE>
o The value of the related mortgaged property;
o The level of available mortgage interest rates at the time of sale or
refinancing;
o The borrower's equity in the related mortgaged property;
o The financial condition and operating history of the borrower and the
related mortgaged property;
o Tax laws, rent control laws, with respect to certain residential
properties;
o Medicaid and Medicare reimbursement rates, with respect to hospitals
and nursing homes;
o Prevailing general economic conditions; and
o The availability of credit for loans secured by multifamily or
commercial real properties generally.
Neither the Depositor nor any of its affiliates will be required to
refinance any mortgage loan.
If described in this prospectus and in the related prospectus supplement,
to maximize recoveries on defaulted mortgage loans, the master servicer or a
special servicer may, within prescribed limits, extend and modify mortgage
loans that are in default or as to which a payment default is reasonably
foreseeable. While a master servicer or a special servicer generally will be
required to determine that any extension or modification is reasonably likely
to produce a greater recovery, taking into account the time value of money,
than liquidation, we cannot assure you that any extension or modification will
in fact increase the present value of receipts from or proceeds of the affected
mortgage loans.
CREDIT SUPPORT LIMITATIONS
The prospectus supplement for a series of certificates will describe any
credit support provided for those certificates. Any use of credit support will
be subject to the conditions and limitations described in this prospectus and
in the related prospectus supplement, and may not cover all potential losses or
risks. For example, it may or may not cover fraud or negligence by a mortgage
loan originator or other parties.
A series of certificates may include one or more classes of subordinate
certificates, if so provided in the related prospectus supplement. Although
subordination is intended to reduce the risk to holders of senior certificates
of delinquent distributions or ultimate losses, the amount of subordination
will be limited and may decline under certain circumstances described in the
related prospectus supplement. 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 later paid
classes of certificates of that series has been repaid in full. As a result,
the impact of losses and shortfalls experienced with respect to the mortgage
assets may fall primarily upon those subordinate classes of certificates.
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 the 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 those classes of certificates. Such criteria will be based
on an assumed level of defaults, delinquencies and losses on the underlying
mortgage assets and certain other factors. However, we cannot assure you that
the default, delinquency or loss experience on the related mortgage assets will
not exceed the assumed levels. See "--Limited Nature of Ratings", "Description
of the Certificates" and "Description of Credit Support" in this prospectus.
LEASES AND RENTS
Each mortgage loan included in any trust fund secured by mortgaged
property that is subject to leases typically will be secured by an assignment
of leases and rents pursuant to which the borrower assigns to the lender its
right, title and interest as landlord under the leases of the related mortgaged
property, and the income derived from those leases, as further security for the
related mortgage loan, while retaining a license to collect rents for so long
as there is no default. If the borrower defaults, the license terminates and
19
<PAGE>
the lender is entitled to collect rents. Some state laws may require that the
lender take possession of the mortgaged property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, if bankruptcy or similar proceedings are commenced by or in respect
of the borrower, the lender's ability to collect the rents may be adversely
affected. See "Certain Legal Aspects of Mortgage Loans--Leases and Rents" in
this prospectus.
ENVIRONMENTAL RISKS
Under federal law and the laws of certain states, contamination of real
property may give rise to a lien on the property to assure or reimburse the
costs of cleanup. In several states, that lien has priority over an existing
mortgage lien on that property. In addition, under various federal, state and
local laws, ordinances and regulations, an owner or operator of real estate may
be liable for the costs of removal or remediation of hazardous substances or
toxic substances on, in or beneath the property. This liability may be imposed
without regard to whether the owner knew of, or was responsible for, the
presence of those hazardous or toxic substances. The costs of any required
remediation and the owner or operator's liability for them as to any property
are generally not limited under these laws, ordinances and regulations and
could exceed the value of the mortgaged property and the aggregate assets of
the owner or operator. In addition, as to the owners or operators of mortgaged
properties that generate hazardous substances that are disposed of at
"off-site" locations, the owners or operators may be held strictly, jointly and
severally liable if there are releases or threatened releases of hazardous
substances at the off-site locations where that person's hazardous substances
were disposed. Two methods to attempt to reduce the trust's potential exposure
to cleanup costs are to establish reserves for cleanup costs when they can be
anticipated and estimated, or to designate the trust as the named insured in
specialized environmental insurance that is designed for secured lenders.
However, there can be no assurance that reserves or environmental insurance
will in fact be applicable or adequate to cover all costs and any other
liabilities that may eventually be incurred.
Under some environmental laws, such as the federal Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, as
well as some state laws, a secured lender (such as the trust) may be liable as
an "owner" or "operator" for the costs of dealing with hazardous substances
affecting a borrower's property, if agents or employees of the lender have
participated in the management of the borrower's property. This liability could
exist even if a previous owner caused the environmental damage. The trust's
potential exposure to liability for cleanup costs may increase if the trust
actually takes possession of a borrower's property, or control of its
day-to-day operations, as for example through the appointment of a receiver.
See "Certain Legal Aspects of the Mortgage Loans--Environmental Risks" in this
prospectus.
SPECIAL HAZARD LOSSES
Unless otherwise specified in a prospectus supplement, the master servicer
for the related trust fund will be required to cause the borrower on each
mortgage loan in that trust fund to maintain the insurance coverage in respect
of the related mortgaged property required under the related mortgage,
including hazard insurance. The master servicer may satisfy its obligation to
cause hazard insurance to be maintained with respect to any mortgaged property
through acquisition of a blanket policy.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by:
o fire;
o lightning;
o explosion;
o smoke;
o windstorm and hail; and
o riot, strike and civil commotion.
Each policy is subject to the conditions and exclusions specified in that
policy.
20
<PAGE>
The policies covering the mortgaged properties will be underwritten by
different insurers under different state laws, and therefore will not contain
identical terms and conditions. However, most policies do not typically cover
any physical damage resulting from war, revolution, governmental actions,
floods and other water-related causes, earth movement, including earthquakes,
landslides and mudflows, wet or dry rot, vermin, domestic animals and certain
other kinds of risks. Unless the related mortgage specifically requires the
mortgagor to insure against physical damage arising from those causes, those
losses may be borne, at least in part, by the holders of one or more classes of
offered certificates of the related series, to the extent they are not covered
by any available credit support. See "Description of the Pooling
Agreements--Hazard Insurance Policies" in this prospectus.
SOME CERTIFICATES MAY NOT BE APPROPRIATE FOR ERISA PLANS
Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of those plans. Due to the complexity of
regulations that govern those plans, if you are subject to 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. See
"Certain ERISA Considerations" in this prospectus.
CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING RESIDUAL CERTIFICATES
If you hold certain classes of certificates that constitute a residual
interest in a "real estate mortgage investment conduit" for federal income tax
purposes, you will be required to report on your federal income tax returns as
ordinary income your pro rata share of the taxable income of the REMIC,
regardless of the amount or timing of your receipt of cash payments, as
described in "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates" in this prospectus. Accordingly, under
certain circumstances, if you hold residual certificates you may have taxable
income and tax liabilities arising from your investment during a taxable year
in excess of the cash received during that period. The requirement to report
your pro rata share of the taxable income and net loss of the REMIC will
continue until the principal balances of all classes of certificates of the
related series have been reduced to zero, even though you have received full
payment of their stated interest and principal. A portion, or, in certain
circumstances, all, of your share of the REMIC taxable income may be treated as
"excess inclusion" income to you, which:
o generally, will not be subject to offset by losses from other
activities;
o if you are a tax-exempt holder, will be treated as unrelated business
taxable income; and
o if you are a foreign holder, will not qualify for exemption from
withholding tax.
If you are an individual and you hold a class of residual certificates,
you may be limited in your ability to deduct servicing fees and other expenses
of the REMIC. In addition, classes of residual certificates are subject to
certain restrictions on transfer. Because of the special tax treatment of
classes of residual certificates, the taxable income arising in a given year on
a class of residual certificates will not be equal to the taxable income
associated with investment in a corporate bond or stripped instrument having
similar cash flow characteristics and pre-tax yield. As a result, the after-tax
yield on the classes of residual certificates may be significantly less than
that of a corporate bond or stripped instrument having similar cash flow
characteristics.
CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING ORIGINAL ISSUE DISCOUNT
Certain classes of certificates of a series may be issued with "original
issue discount" for federal income tax purposes, which generally will result in
recognition of some taxable income in advance of the receipt of cash
attributable to that income. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates" in this prospectus.
BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS
Under the federal bankruptcy code, the filing of a petition in bankruptcy
by or against a borrower will stay the sale of the mortgaged property owned by
that borrower, as well as the commencement or
21
<PAGE>
continuation of a foreclosure action. In addition, even if a court determines
that the value of the mortgaged property is less than the principal balance of
the mortgage loan it secures, the court may prevent a lender from foreclosing
on the mortgaged property, subject to certain protections available to the
lender. As part of a restructuring plan, a court also may reduce the amount of
secured indebtedness to the then-current value of the mortgaged property. This
action would make the lender a general unsecured creditor for the difference
between the then-current value and the amount of its outstanding mortgage
indebtedness.
A bankruptcy court also may:
o grant a debtor a reasonable time to cure a payment default on a
mortgage loan;
o reduce monthly payments due under a mortgage loan;
o change the rate of interest due on a mortgage loan; or
o otherwise alter the mortgage loan's repayment schedule.
Moreover, the filing of a petition in bankruptcy by, or on behalf of, a
junior lienholder may stay the senior lienholder from taking action to
foreclose on the junior lien. Additionally, the borrower's trustee or the
borrower, as debtor-in-possession, has certain special powers to avoid,
subordinate or disallow debts. In certain circumstances, the claims of the
trustee may be subordinated to financing obtained by a debtor-in-possession
subsequent to its bankruptcy.
Under the federal bankruptcy code, the lender will be stayed from
enforcing a borrower's assignment of rents and leases. The bankruptcy code also
may interfere with the trustee's ability to enforce lockbox requirements. The
legal proceedings necessary to resolve these issues can be time consuming and
costly and may significantly delay or diminish the receipt of rents. Rents also
may escape an assignment to the extent they are used by the borrower to
maintain the mortgaged property or for other court authorized expenses.
As a result of the foregoing, the trustee's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the
aggregate amount ultimately collected may be substantially less than the amount
owed.
BOOK-ENTRY SYSTEM FOR CERTAIN CLASSES MAY DECREASE LIQUIDITY AND DELAY PAYMENT
If so provided in the related prospectus supplement, one or more classes
of the offered certificates of any series will be issued as book-entry
certificates. Each class of book-entry certificates will be initially
represented by one or more certificates registered in the name of a nominee for
The Depository Trust Company, or DTC. Since transactions in the classes of
book-entry certificates of any series generally can be effected only through
The Depository Trust Company, and its participating organizations:
o the liquidity of book-entry certificates in secondary trading market
that may develop may be limited because investors may be unwilling to
purchase certificates for which they cannot obtain physical
certificates;
o your ability to pledge certificates to persons or entities that do not
participate in the DTC system, or otherwise to take action in respect
of the certificates, may be limited due to lack of a physical security
representing the certificates;
o your access to information regarding the certificates may be limited
since conveyance of notices and other communications by The Depository
Trust Company to its participating organizations, and directly and
indirectly through those participating organizations to you, will be
governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect at that time; and
o you may experience some delay in receiving distributions of interest
and principal on your certificates because distributions will be made
by the trustee to DTC and DTC will then be required to credit those
distributions to the accounts of its participating organizations and
only then will they be credited to your account either directly or
indirectly through DTC's participating organizations.
22
<PAGE>
See "Description of the Certificates--Book-Entry Registration and
Definitive Certificates" in this prospectus.
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.
In no event will the mortgage loans that are past due comprise 20 percent or
more of the trust fund at the time the mortgage loans are transferred to the
trust fund. None of the mortgage loans will be non-performing (i.e., more than
90 days delinquent or in foreclosure) at the time the mortgage loans are
transferred by the Depositor to a trust fund for a series. If so specified in
the related prospectus supplement, a special servicer may perform the servicing
of delinquent mortgage loans or mortgage loans that become non-performing after
the time they are transferred to a trust fund. Credit support provided with
respect to a particular series of certificates may not cover all losses related
to those delinquent or non-performing mortgage loans. You should consider the
risk that the inclusion of those mortgage loans in the trust fund may adversely
affect the rate of defaults and prepayments on the mortgage assets in the trust
fund and the yield on your certificates of that series. See "Description of the
Trust Funds--Mortgage Loans--General" in this prospectus.
23
<PAGE>
DESCRIPTION OF THE TRUST FUNDS
GENERAL
The primary assets of each trust fund will consist of (1) various types of
multifamily or commercial mortgage loans, (2) mortgage participations,
pass-through certificates or other mortgage-backed securities ("MBS") that
evidence interests in, or that are secured by pledges of, one or more of
various types of multifamily or commercial mortgage loans or (3) a combination
of mortgage loans and MBS. GE Capital Commercial Mortgage Corporation (the
"Depositor") will establish each trust fund. Each mortgage asset will be
selected by the Depositor for inclusion in a trust fund from among those
purchased, either directly or indirectly, from a prior holder of the mortgage
asset (a "Mortgage Asset Seller"), which prior holder may or may not be the
originator of that mortgage loan or the issuer of that MBS and may be our
affiliate. The mortgage assets will not be guaranteed or insured by the
Depositor, the Mortgage Asset Seller, the Underwriters or any of their
affiliates or, unless otherwise provided in the related prospectus supplement,
by any governmental agency or instrumentality or by any other person. The
discussion under the heading "--Mortgage Loans" below, unless otherwise noted,
applies equally to mortgage loans underlying any MBS included in a particular
trust fund.
MORTGAGE LOANS
General. The mortgage loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages, deeds of trust or similar security
instruments (the "Mortgages") that create liens on fee or leasehold estates in
properties (the "Mortgaged Properties") consisting of:
o Residential properties consisting of five or more rental or
cooperatively-owned dwelling units in high-rise, mid-rise or garden
apartment buildings or other residential structures; or
o Office buildings, retail stores and establishments, hotels or motels,
nursing homes, assisted living facilities, continuum care facilities,
day care centers, schools, hospitals or other healthcare related
facilities, manufactured housing properties, warehouse facilities,
mini-warehouse facilities, self-storage facilities, distribution
centers, transportation centers, industrial plants, parking
facilities, entertainment and/or recreation facilities, mixed use
properties and/or unimproved land.
The multifamily properties may include mixed commercial and residential
structures, apartment buildings owned by private cooperative housing
corporations ("Cooperatives"), and shares of the Cooperative allocable to one
or more dwelling units occupied by non-owner tenants or to vacant units. Each
Mortgage will create a first priority or junior priority mortgage lien on a
borrower's fee estate in a Mortgaged Property. If a Mortgage creates a lien on
a borrower's leasehold estate in a property, then, unless otherwise specified
in the related prospectus supplement, the term of that leasehold will exceed
the term of the Mortgage Note by at least two years. Unless otherwise specified
in the related prospectus supplement, a person other than the Depositor will
have originated each mortgage loan, and the originator may be or may have been
an affiliate of the Depositor.
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 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 those certificates are issued. In that case, the related
prospectus supplement will set forth, as to those mortgage loans, available
information as to the period of the delinquency or non-performance of those
loans, 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 liens on income-producing properties are
substantially different from loans made on the security of owner-occupied
single-family homes. The repayment of a loan secured by a lien on an
income-producing
24
<PAGE>
property is typically dependent upon the successful operation of that property
(that is, its ability to generate income). Moreover, some or all of the
mortgage loans included in a particular trust fund may be non-recourse loans,
which means that, absent special facts, recourse in the case of default will be
limited to the Mortgaged Property and those other assets, if any, that were
pledged to secure repayment of the mortgage loan.
Lenders typically look to the Debt Service Coverage Ratio of a loan
secured by income-producing property as an important factor in evaluating the
risk of default on that loan. Unless otherwise defined in the related
prospectus supplement, the "Debt Service Coverage Ratio" of a mortgage loan at
any given time is the ratio of (1) the Net Operating Income derived from the
related Mortgaged Property for a twelve-month period or an annualized rent roll
to (2) the annualized scheduled payments on the mortgage loan and any other
loans senior thereto that are secured by the related Mortgaged Property. Unless
otherwise defined in the related prospectus supplement, "Net Operating Income"
means, for any given period, the total operating revenues derived from a
Mortgaged Property during that period, minus the total operating expenses
incurred in respect of that Mortgaged Property during that period other than
o non-cash items such as depreciation and amortization,
o capital expenditures, and
o debt service on the related mortgage loan or on any other loans that
are secured by that Mortgaged Property.
The Net Operating Income of a Mortgaged Property will fluctuate over time
and may or may not be sufficient to cover debt service on the related mortgage
loan at any given time. As the primary source of the operating revenues of a
non-owner occupied, income-producing property, rental income (and, with respect
to a mortgage loan secured by a Cooperative apartment building, maintenance
payments from tenant-stockholders of a Cooperative) may be affected by the
condition of the applicable real estate market and/or area economy. In
addition, properties typically leased, occupied or used on a short-term basis,
such as certain healthcare-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 typically leased
for longer periods, such as warehouses, retail stores, office buildings and
industrial plants. Commercial properties may be owner-occupied or leased to a
small number of tenants. Thus, the Net Operating Income of a commercial
property may depend substantially on the financial condition of the borrower or
a tenant, and mortgage loans secured by liens on those properties may pose
greater risks than loans secured by liens on multifamily properties or on
multi-tenant commercial properties.
Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the risk of default on a mortgage loan. As may
be further described in the related prospectus supplement, in some cases leases
of Mortgaged Properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses ("Net
Leases"). However, the existence of these "net of expense" provisions will
result in stable Net Operating Income to the borrower/landlord only to the
extent that the lessee is able to absorb operating expense increases while
continuing to make rent payments.
Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a
factor in evaluating risk of loss if a property must be liquidated following a
default. Unless otherwise defined in the related prospectus supplement, the
"Loan-to-Value RatioLoan-to-Value Ratio" of a mortgage loan at any given time
is the ratio (expressed as a percentage) of
o the then outstanding principal balance of the mortgage loan and any
other loans senior thereto that are secured by the related Mortgaged
Property to
o the Value of the related Mortgaged Property.
The "Value" of a Mortgaged Property is generally its fair market value
determined in an appraisal or market study obtained by the originator at the
origination of that loan. The lower the Loan-to-Value Ratio, the greater the
percentage of the borrower's equity in a Mortgaged Property, and thus
25
<PAGE>
(a) the greater the incentive of the borrower to perform under the
terms of the related mortgage loan (in order to protect its
equity); and
(b) the greater the cushion provided to the lender against loss on
liquidation following a default.
Loan-to-Value Ratios will not necessarily constitute an accurate measure
of the risk of liquidation loss in a pool of mortgage loans. For example, the
value of a Mortgaged Property as of the date of initial issuance of the related
series of certificates may be less than the Value determined at loan
origination, and will likely continue to fluctuate from time to time based upon
changes in economic conditions, the real estate market and other factors
described in this prospectus. Moreover, even when current, an appraisal is not
necessarily a reliable estimate of value. Appraised values of income-producing
properties are generally based on
o the market comparison method (which compares recent resale value of
comparable properties at the date of the appraisal),
o the cost replacement method which calculates the cost of replacing the
property at that date,
o the income capitalization method which projects value based upon the
property's projected net cash flow, or
o upon a selection from or interpolation of the values derived from
those methods.
Each of these appraisal methods can present analytical difficulties. It is
often difficult to find truly comparable properties that have recently been
sold; the replacement cost of a property may have little to do with its current
market value; and income capitalization is inherently based on inexact
projections of income and expense and the selection of an appropriate
capitalization rate and discount rate. Where more than one of these appraisal
methods are used and provide significantly different results, an accurate
determination of value and, correspondingly, a reliable analysis of default and
loss risks, is even more difficult.
While we believe that the foregoing considerations are important factors
that generally distinguish loans secured by liens on income-producing real
estate from single-family mortgage loans, we cannot assure you that all of
these factors will in fact have been prudently considered by the originators of
the mortgage loans, or that, for a particular mortgage loan, they are complete
or relevant. See "Risk Factors--Risks Associated with Certain Mortgage Loans
and Mortgaged Properties" and "--Borrowers May Be Unable to Make Balloon
Payments" in this prospectus.
Payment Provisions of the Mortgage Loans. In general, each mortgage loan
o will provide for scheduled payments of principal, interest or both, to
be made on specified dates ("Due Dates") that occur monthly,
quarterly, semi-annually or annually,
o may provide for no accrual of interest or for accrual of interest at
an interest rate that is fixed over its term or that adjusts from time
to time, or that may be converted at the borrower's election from an
adjustable to a fixed interest rate, or from a fixed to an adjustable
interest rate,
o may provide for level payments to maturity or for payments that adjust
from time to time to accommodate changes in the interest rate or to
reflect the occurrence of certain events, and may permit negative
amortization,
o may be fully amortizing or partially amortizing or non-amortizing,
with a balloon payment due on its stated maturity date, and
o may prohibit over its term or for a certain period prepayments (the
period of that prohibition, a "Lock-out Period" and its date of
expiration, a "Lock-out Date") and/or require payment of a premium or
a yield maintenance penalty (a "Prepayment Premium") in connection
with certain prepayments, in each case as described in the related
prospectus supplement.
A mortgage loan may also contain a provision that entitles the lender to a
share of appreciation of the related Mortgaged Property, or profits realized
from the operation or disposition of that Mortgaged Property or the benefit, if
any, resulting from the refinancing of the mortgage loan (this provision, an
"Equity
26
<PAGE>
Participation"), as described in the related prospectus supplement. If holders
of any class or classes of offered certificates of a series will be entitled to
all or a portion of an Equity Participation in addition to payments of interest
on and/or principal of those offered certificates, the related prospectus
supplement will describe the Equity Participation and the method or methods by
which distributions will be made to holders of those certificates.
Mortgage Loan Information in Prospectus Supplements. Each prospectus
supplement will contain certain information pertaining to the mortgage loans in
the related trust fund, which will generally be current as of a date specified
in the related prospectus supplement and which, to the extent then applicable
and specifically known to the Depositor, will include the following:
o the aggregate outstanding principal balance and the largest, smallest
and average outstanding principal balance of the mortgage loans,
o the type or types of property that provide security for repayment of
the mortgage loans,
o the earliest and latest origination date and maturity date of the
mortgage loans,
o the original and remaining terms to maturity of the mortgage loans, or
the respective ranges of remaining terms to maturity, and the weighted
average original and remaining terms to maturity of the mortgage
loans,
o the original Loan-to-Value Ratios of the mortgage loans, or the range
of the Loan-to-Value Ratios, and the weighted average original
Loan-to-Value Ratio of the mortgage loans,
o the interest rates borne by the mortgage loans, or range of the
interest rates, and the weighted average interest rate borne by the
mortgage loans,
o with respect to mortgage loans with adjustable mortgage interest rates
("ARM Loans"), the index or indices upon which those adjustments are
based, the adjustment dates, the range of gross margins and the
weighted average gross margin, and any limits on mortgage interest
rate adjustments at the time of any adjustment and over the life of
the ARM Loan,
o information regarding the payment characteristics of the mortgage
loans, including, without limitation, balloon payment and other
amortization provisions, Lock-out Periods and Prepayment Premiums,
o the Debt Service Coverage Ratios of the mortgage loans (either at
origination or as of a more recent date), or the range of the Debt
Service Coverage Ratios, and the weighted average of the Debt Service
Coverage Ratios, and
o the geographic distribution of the Mortgaged Properties on a
state-by-state basis.
In appropriate cases, the related prospectus supplement will also contain
certain information available to the Depositor that pertains to the provisions
of leases and the nature of tenants of the Mortgaged Properties. If we are
unable to tabulate the specific information described above at the time offered
certificates of a series are initially offered, we will provide more general
information of the nature described above in the related prospectus supplement,
and specific information will be set forth in a report which we will make
available to purchasers of those certificates at or before the initial issuance
of the certificates and will be filed as part of a Current Report on Form 8-K
with the Securities and Exchange Commission within fifteen days following that
issuance.
MBS
MBS may include:
o private (that is, not guaranteed or insured by the United States or
any agency or instrumentality of the United States) mortgage
participations, mortgage pass-through certificates or other
mortgage-backed securities, or
27
<PAGE>
o certificates insured or guaranteed by the Federal Home Loan Mortgage
Corporation ("FHLMC"), the Federal National Mortgage Association
("FNMA"), the Governmental National Mortgage Association ("GNMA") or
the Federal Agricultural Mortgage Corporation ("FAMC") provided that,
unless otherwise specified in the related prospectus supplement, each
MBS will evidence an interest in, or will be secured by a pledge of,
mortgage loans that conform to the descriptions of the mortgage loans
contained in this prospectus.
Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar agreement
(an "MBS Agreement"). The issuer of the MBS (the "MBS Issuer") and/or the
servicer of the underlying mortgage loans (the "MBS Servicer") will have
entered into the MBS Agreement, generally with a trustee (the "MBS Trustee")
or, in the alternative, with the original purchaser or purchasers of the MBS.
The MBS may have been issued in one or more classes with characteristics
similar to the classes of certificates described in this prospectus. The MBS
Issuer, the MBS Servicer or the MBS Trustee will make distributions in respect
of the MBS on the dates specified in the related prospectus supplement. The MBS
Issuer or the MBS Servicer or another person specified in the related
prospectus supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related prospectus supplement.
Reserve funds, subordination or other credit support similar to that
described for the certificates under "Description of Credit Support" may have
been provided with respect to the MBS. The type, characteristics and amount of
credit support, if any, will be a function of the characteristics of the
underlying mortgage loans and other factors and generally will have been
established on the basis of the requirements of any rating agency that may have
assigned a rating to the MBS, or by the initial purchasers of the MBS.
The prospectus supplement for a series of certificates that evidence
interests in MBS will specify, to the extent available:
o the aggregate approximate initial and outstanding principal amount and
type of the MBS to be included in the trust fund,
o the original and remaining term to stated maturity of the MBS, if
applicable,
o the pass-through or bond rate of the MBS or the formula for
determining the rates,
o the payment characteristics of the MBS,
o the MBS Issuer, MBS Servicer and MBS Trustee, as applicable,
o a description of the credit support, if any,
o the circumstances under which the related underlying mortgage loans,
or the MBS themselves, may be purchased prior to their maturity,
o the terms on which mortgage loans may be substituted for those
originally underlying the MBS,
o the type of mortgage loans underlying the MBS and, to the extent
available to the Depositor and appropriate under the circumstances,
the other information in respect of the underlying mortgage loans
described under "--Mortgage Loans--Mortgage Loan Information in
Prospectus Supplements" above, and
o the characteristics of any cash flow agreements that relate to the
MBS.
CERTIFICATE ACCOUNTS
Each trust fund will include one or more certificate accounts 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.
28
<PAGE>
A certificate account may be maintained as an interest bearing or a
non-interest bearing account, and funds held in a certificate account may be
held as cash or invested in certain obligations acceptable to each rating
agency rating one or more classes of the related series of offered
certificates.
CREDIT SUPPORT
If so provided in the prospectus supplement for a series of certificates,
partial or full protection against certain defaults and losses on the mortgage
assets in the related trust fund may be provided to one or more classes of
certificates of that series in the form of subordination of one or more other
classes of certificates of that series or by one or more other types of credit
support, such as letters of credit, overcollateralization, insurance policies,
guarantees, surety bonds or reserve funds, or a combination of them. The amount
and types of credit support, the identification of the entity providing it (if
applicable) and related information with respect to each type of credit
support, if any, will be set forth in the prospectus supplement for a series of
certificates. See "Risk Factors--Credit Support Limitations" and "Description
of Credit Support" in this prospectus.
CASH FLOW AGREEMENTS
If so provided in the prospectus supplement for a series of certificates,
the related trust fund may include guaranteed investment contracts pursuant to
which moneys held in the funds and accounts established for those series will
be invested at a specified rate. The trust fund may also include interest rate
exchange agreements, interest rate cap or floor agreements, or currency
exchange agreements, which agreements are designed 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 a guaranteed
investment contract or other agreement (any of these agreements, a "Cash Flow
Agreement"), and the identity of the Cash Flow Agreement obligor, will be
described in the prospectus supplement for a series of certificates.
29
<PAGE>
YIELD AND MATURITY CONSIDERATIONS
GENERAL
The yield on any offered certificate will depend on the price you paid,
the fixed, variable or adjustable pass-through interest rate of the certificate
and the amount and timing of distributions on the certificate. See "Risk
Factors--Prepayment Considerations; Variability in Average Life of Offered
Certificates; Special Yield Considerations" in this prospectus. The following
discussion contemplates a trust fund that consists solely of mortgage loans.
While the characteristics and behavior of mortgage loans underlying an MBS can
generally be expected to have the same effect on the yield to maturity and/or
weighted average life of a class of certificates as will the characteristics
and behavior of comparable mortgage loans, the effect may differ due to the
payment characteristics of the MBS. If a trust fund includes MBS, the related
prospectus supplement will discuss the effect that the MBS payment
characteristics may have on the yield to maturity and weighted average lives of
the offered certificates of the related series.
PASS-THROUGH RATE
The certificates of any class within a series may have a fixed, variable
or adjustable pass-through interest rate, which may or may not be based upon
the interest rates borne by the mortgage loans in the related trust fund. The
prospectus supplement with respect to any series of certificates will specify
the pass-through interest rate for each class of offered certificates of that
series or, in the case of a class of offered certificates with a variable or
adjustable pass-through interest rate, the method of determining the
pass-through interest rate; the effect, if any, of the prepayment of any
mortgage loan on the pass-through interest rate of one or more classes of
offered certificates; and whether the distributions of interest on the offered
certificates of any class will be dependent, in whole or in part, on the
performance of any obligor under a Cash Flow Agreement.
PAYMENT DELAYS
With respect to any series of certificates, a period of time will elapse
between the date upon which payments on the mortgage loans in the related trust
fund are due and the distribution date on which those payments are passed
through to certificateholders. That delay will effectively reduce the yield
that would otherwise be produced if payments on those mortgage loans were
distributed to certificateholders on or near the date they were due.
CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST
When a principal prepayment in full or in part is made on a mortgage loan,
the borrower is generally charged interest on the amount of that prepayment
only through the date of prepayment, instead of through the Due Date for the
next succeeding scheduled payment. However, interest accrued on any series of
certificates and distributable on them on any distribution date will generally
correspond to interest accrued on the mortgage loans to their respective Due
Dates during the related Due Period. Unless otherwise specified in the
prospectus supplement for a series of certificates, a "Due Period" is a
specified time period generally corresponding in length to the time period
between distribution dates, and all scheduled payments on the mortgage loans in
the related trust fund that are due during a given Due Period will, to the
extent received by a specified date (the "Determination Date") or otherwise
advanced by the related master servicer or other specified person, be
distributed to the holders of the certificates of that series on the next
succeeding distribution date. Consequently, if a prepayment on any mortgage
loan is distributable to certificateholders on a particular distribution date,
but that prepayment is not accompanied by interest on it to the Due Date for
that mortgage loan in the related Due Period, then the interest charged to the
borrower (net of servicing and administrative fees) may be less (that
shortfall, a "Prepayment Interest Shortfall") than the corresponding amount of
interest accrued and otherwise payable on the certificates of the related
series. If that shortfall is allocated to a class of offered certificates,
their yield will be adversely affected. The prospectus supplement for each
series of certificates will describe the manner in which those shortfalls will
be allocated among the classes of those certificates. If so specified in the
prospectus supplement for a series of certificates, the master servicer for
that series will be required to apply some or all of its servicing
30
<PAGE>
compensation for the corresponding period to offset the amount of those
shortfalls. The related prospectus supplement will also describe any other
amounts available to offset those shortfalls. See "Description of the Pooling
Agreements--Servicing Compensation and Payment of Expenses" in this prospectus.
YIELD AND PREPAYMENT CONSIDERATIONS
A certificate's yield to maturity will be affected by the rate of
principal payments on the mortgage loans in the related trust fund and the
allocation of principal to reduce the principal balance (or notional amount, if
applicable) of that certificate. The rate of principal payments on the mortgage
loans in any trust fund will in turn be affected by the amortization schedules
of the mortgage loans (which, in the case of ARM Loans, may change periodically
to accommodate adjustments to their mortgage interest rates), the dates on
which any balloon payments are due, and the rate of principal prepayments on
them (including for this purpose, prepayments resulting from liquidations of
mortgage loans due to defaults, casualties or condemnations affecting the
Mortgaged Properties, or purchases of mortgage loans out of the related trust
fund). Because the rate of principal prepayments on the mortgage loans in any
trust fund will depend on future events and a variety of factors (as described
more fully below), we cannot assure you as to that rate.
The extent to which the yield to maturity of a class of offered
certificates of any series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and
to what degree, payments of principal on the mortgage loans in the related
trust fund are in turn distributed on those certificates, or, in the case of a
class of interest-only certificates, result in the reduction of its notional
amount. An investor should consider, in the case of any offered certificate
purchased at a discount, the risk that a slower than anticipated rate of
principal payments on the mortgage loans in the related trust fund could result
in an actual yield to that investor that is lower than the anticipated yield
and, in the case of any offered certificate purchased at a premium, the risk
that a faster than anticipated rate of principal payments on those mortgage
loans could result in an actual yield to that investor that is lower than the
anticipated yield. In addition, if an investor purchases an offered certificate
at a discount (or premium), and principal payments are made in reduction of the
principal balance or notional amount of that investor's offered certificates at
a rate slower (or faster) than the rate anticipated by the investor during any
particular period, the consequent adverse effects on that investor's yield
would not be fully offset by a subsequent like increase (or decrease) in the
rate of principal payments.
A class of certificates, including a class of offered certificates, may
provide that on any distribution date the holders of those certificates are
entitled to a pro rata share of the prepayments on the mortgage loans in the
related trust fund that are distributable on that date, to a disproportionately
large share (which, in some cases, may be all) of those prepayments, or to a
disproportionately small share (which, in some cases, may be none) of those
prepayments. As described in the related prospectus supplement, the respective
entitlements of the various classes of certificates of any series to receive
distributions in respect of payments (and, in particular, prepayments) of
principal of the mortgage loans in the related trust fund may vary based on the
occurrence of certain events, such as, the retirement of one or more classes of
certificates of that series, or subject to certain contingencies, such as,
prepayment and default rates with respect to those mortgage loans.
In general, the notional amount of a class of interest-only certificates
will either (1) be based on the principal balances of some or all of the
mortgage assets in the related trust fund or (2) equal the principal balances
of one or more of the other classes of certificates of the same series.
Accordingly, the yield on those interest-only certificates will be inversely
related to the rate at which payments and other collections of principal are
received on those mortgage assets or distributions are made in reduction of the
principal balances of those classes of certificates, as the case may be.
Consistent with the foregoing, if a class of certificates of any series
consists of interest-only certificates or principal-only certificates, a lower
than anticipated rate of principal prepayments on the mortgage loans in the
related trust fund will negatively affect the yield to investors in
principal-only certificates, and a higher than anticipated rate of principal
prepayments on those mortgage loans will negatively affect the yield to
investors in interest-only certificates. If the offered certificates of a
series include those certificates, the related prospectus supplement will
include a table showing the effect of various assumed levels of prepayment on
yields on those certificates. Those tables will be intended to illustrate the
sensitivity of
31
<PAGE>
yields to various assumed prepayment rates and will not be intended to predict,
or to provide information that will enable investors to predict, yields or
prepayment rates.
We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a group of
multifamily or commercial mortgage loans. However, the extent of prepayments of
principal of the mortgage loans in any trust fund may be affected by a factors
such as:
o the availability of mortgage credit,
o the relative economic vitality of the area in which the Mortgaged
Properties are located,
o the quality of management of the Mortgaged Properties,
o the servicing of the mortgage loans,
o possible changes in tax laws and other opportunities for investment,
o the existence of Lock-out Periods,
o requirements that principal prepayments be accompanied by Prepayment
Premiums, and
o by the extent to which these provisions may be practicably enforced.
The rate of prepayment on a pool of mortgage loans is also affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a mortgage
loan's interest rate, a borrower may have an increased incentive to refinance
its mortgage loan. Even in the case of ARM Loans, as prevailing market interest
rates decline, and without regard to whether the mortgage interest rates on the
ARM Loans decline in a manner consistent therewith, the related borrowers may
have an increased incentive to refinance for purposes of either (1) converting
to a fixed rate loan and thereby "locking in" that rate or (2) taking advantage
of a different index, margin or rate cap or floor on another adjustable rate
mortgage loan.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity in the Mortgaged
Properties, to meet cash flow needs or to make other investments. In addition,
some borrowers may be motivated by federal and state tax laws (which are
subject to change) to sell Mortgaged Properties prior to the exhaustion of tax
depreciation benefits. We will make no representation as to the particular
factors that will affect the prepayment of the mortgage loans in any trust
fund, as to the relative importance of those factors, as to the percentage of
the principal balance of the mortgage loans that will be paid as of any date or
as to the overall rate of prepayment on the mortgage loans.
WEIGHTED AVERAGE LIFE AND MATURITY
The rate at which principal payments are received on the mortgage loans in
any trust fund will affect the ultimate maturity and the weighted average life
of one or more classes of the certificates of that series. Weighted average
life refers to the average amount of time that will elapse from the date of
issuance of an instrument until each dollar allocable as principal of that
instrument is repaid to the investor.
The weighted average life and maturity of a class of certificates of any
series will be influenced by the rate at which principal on the related
mortgage loans, whether in the form of scheduled amortization or prepayments
(for this purpose, the term "prepayment" includes voluntary prepayments,
liquidations due to default and purchases of mortgage loans out of the related
trust fund), is paid to that class. Prepayment rates on loans are commonly
measured relative to a prepayment standard or model, such as the Constant
Prepayment Rate ("CPR") prepayment model or the Standard Prepayment Assumption
("SPA") prepayment model. CPR represents an assumed constant rate of prepayment
each month (expressed as an annual percentage) relative to the then outstanding
principal balance of a pool of loans for the life of those loans. SPA
represents an assumed variable rate of prepayment each month (expressed as an
annual percentage) relative to the then outstanding principal balance of a pool
of loans, with different prepayment assumptions often expressed as percentages
of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment
rates of 0.2% per annum of the then outstanding principal balance of the loans
in the first
32
<PAGE>
month of the life of the loans and an additional 0.2% per annum in each month
thereafter until the thirtieth month. Beginning in the thirtieth month, and in
each month thereafter during the life of the loans, 100% of SPA assumes a
constant prepayment rate of 6% per annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of loans. Moreover, the
CPR and SPA models were developed based upon historical prepayment experience
for single-family loans. Thus, it is unlikely that the prepayment experience of
the mortgage loans included in any trust fund will conform to any particular
level of CPR or SPA.
The prospectus supplement with respect to each series of certificates will
contain tables, if applicable, setting forth the projected weighted average
life of each class of offered certificates of those series and the percentage
of the initial principal balance of each class that would be outstanding on
specified distribution dates based on the assumptions stated in that prospectus
supplement, including assumptions that prepayments on the related mortgage
loans are made at rates corresponding to various percentages of CPR or SPA, or
at other rates specified in that prospectus supplement. Those tables and
assumptions will illustrate the sensitivity of the weighted average lives of
the certificates to various assumed prepayment rates and will not be intended
to predict, or to provide information that will enable investors to predict,
the actual weighted average lives of the certificates.
CONTROLLED AMORTIZATION CLASSES AND COMPANION CLASSES
A series of certificates may include one or more controlled amortization
classes, which will entitle the holders of those certificates to receive
principal distributions according to a specified principal payment schedule,
which schedule is supported by creating priorities, as described in the related
prospectus supplement, to receive principal payments from the mortgage loans in
the related trust fund. Unless otherwise specified in the related prospectus
supplement, each controlled amortization class will either be a planned
amortization class or a targeted amortization class. In general, a planned
amortization class has a "prepayment collar", that is, a range of prepayment
rates that can be sustained without disruption, that determines the principal
cash flow of those certificates. That prepayment collar is not static, and may
expand or contract after the issuance of the planned amortization class
depending on the actual prepayment experience for the underlying mortgage
loans. Distributions of principal on a planned amortization class would be made
in accordance with the specified schedule so long as prepayments on the
underlying mortgage loans remain at a relatively constant rate within the
prepayment collar and, as described below, companion classes exist to absorb
"excesses" or "shortfalls" in principal payments on the underlying mortgage
loans. If the rate of prepayment on the underlying mortgage loans from time to
time falls outside the prepayment collar, or fluctuates significantly within
the prepayment collar, especially for any extended period of time, that event
may have material consequences in respect of the anticipated weighted average
life and maturity for a planned amortization class. A targeted amortization
class is structured so that principal distributions generally will be payable
on it in accordance with its specified principal payments schedule so long as
the rate of prepayments on the related mortgage assets remains relatively
constant at the particular rate used in establishing that schedule. A targeted
amortization class will generally afford the holders of those certificates some
protection against early retirement or some protection against an extended
average life, but not both.
Although prepayment risk cannot be eliminated entirely for any class of
certificates, a controlled amortization class will generally provide a
relatively stable cash flow so long as the actual rate of prepayment on the
mortgage loans in the related trust fund remains relatively constant at the
rate, or within the range of rates, of prepayment used to establish the
specific principal payment schedule for those certificates. Prepayment risk
with respect to a given pool of mortgage assets does not disappear, however,
and the stability afforded to a controlled amortization class comes at the
expense of one or more companion classes of the same series, any of which
companion classes may also be a class of offered certificates. In general, and
as more particularly described in the related prospectus supplement, a
companion class will entitle the holders of those certificates to a
disproportionately large share of prepayments on the mortgage loans in the
related trust fund when the rate of prepayment is relatively fast, and will
entitle the holders of those certificates to a disproportionately small share
of prepayments on the
33
<PAGE>
mortgage loans in the related trust fund when the rate of prepayment is
relatively slow. A class of certificates that entitles the holders of those
certificates to a disproportionately large share of the prepayments on the
mortgage loans in the related trust fund enhances the risk of early retirement
of that class, or call risk, if the rate of prepayment is relatively fast;
while a class of certificates that entitles the holders of those certificates
to a disproportionately small share of the prepayments on the mortgage loans in
the related trust fund enhances the risk of an extended average life of that
class, or extension risk, if the rate of prepayment is relatively slow. Thus,
as described in the related prospectus supplement, a companion class absorbs
some (but not all) of the "call risk" and/or "extension risk" that would
otherwise belong to the related controlled amortization class if all payments
of principal of the mortgage loans in the related trust fund were allocated on
a pro rata basis.
OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY
Balloon Payments; Extensions of Maturity. Some or all of the mortgage
loans included in a particular trust fund may require that balloon payments be
made at maturity. Because the ability of a borrower to make a balloon payment
typically will depend upon its ability either to refinance the loan or to sell
the related Mortgaged Property, there is a risk that mortgage loans that
require balloon payments may default at maturity, or that the maturity of that
mortgage loan may be extended in connection with a workout. In the case of
defaults, recovery of proceeds may be delayed by, among other things,
bankruptcy of the borrower or adverse conditions in the market where the
property is located. In order to minimize losses on defaulted mortgage loans,
the master servicer or a special servicer, to the extent and under the
circumstances set forth in this prospectus and in the related prospectus
supplement, may be authorized to modify mortgage loans that are in default or
as to which a payment default is imminent. Any defaulted balloon payment or
modification that extends the maturity of a mortgage loan may delay
distributions of principal on a class of offered certificates and thereby
extend the weighted average life of your certificates and, if those
certificates were purchased at a discount, reduce your yield.
Negative Amortization. The weighted average life of a class of
certificates can be affected by mortgage loans that permit negative
amortization to occur. A mortgage loan that provides for the payment of
interest calculated at a rate lower than the rate at which interest accrues on
it would be expected during a period of increasing interest rates to amortize
at a slower rate (and perhaps not at all) than if interest rates were declining
or were remaining constant. This slower rate of mortgage loan amortization
would correspondingly be reflected in a slower rate of amortization for one or
more classes of certificates of the related series. In addition, negative
amortization on one or more mortgage loans in any trust fund may result in
negative amortization on the certificates of the related series. The related
prospectus supplement will describe, if applicable, the manner in which
negative amortization in respect of the mortgage loans in any trust fund is
allocated among the respective classes of certificates of the related series.
The portion of any mortgage loan negative amortization allocated to a class of
certificates may result in a deferral of some or all of the interest payable on
them, which deferred interest may be added to the principal balance of the
certificates. Accordingly, the weighted average lives of mortgage loans that
permit negative amortization and that of the classes of certificates to which
the negative amortization would be allocated or that would bear the effects of
a slower rate of amortization on those mortgage loans, may increase as a result
of that feature.
Negative amortization also may occur in respect of an ARM Loan that limits
the amount by which its scheduled payment may adjust in response to a change in
its mortgage interest rate, provides that its scheduled payment will adjust
less frequently than its mortgage interest rate or provides for constant
scheduled payments notwithstanding adjustments to its mortgage interest rate.
Accordingly, during a period of declining interest rates, the scheduled payment
on that mortgage loan may exceed the amount necessary to amortize the loan
fully over its remaining amortization schedule and pay interest at the then
applicable mortgage interest rate, thereby resulting in the accelerated
amortization of that mortgage loan. This acceleration in amortization of its
principal balance will shorten the weighted average life of that mortgage loan
and, correspondingly, the weighted average lives of those classes of
certificates entitled to a portion of the principal payments on that mortgage
loan.
34
<PAGE>
The extent to which the yield on any offered certificate will be affected
by the inclusion in the related trust fund of mortgage loans that permit
negative amortization, will depend upon (1) whether that offered certificate
was purchased at a premium or a discount and (2) the extent to which the
payment characteristics of those mortgage loans delay or accelerate the
distributions of principal on that certificate or, in the case of an
interest-only certificate, delay or accelerate the amortization of the notional
amount of that certificate. See "--Yield and Prepayment Considerations" above.
Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the mortgage loans that are foreclosed in relation to the
number and principal amount of mortgage loans that are repaid in accordance
with their terms will affect the weighted average lives of those mortgage loans
and, accordingly, the weighted average lives of and yields on the certificates
of the related series. Servicing decisions made with respect to the mortgage
loans, including the use of payment plans prior to a demand for acceleration
and the restructuring of mortgage loans in bankruptcy proceedings, may also
have an effect upon the payment patterns of particular mortgage loans and thus
the weighted average lives of and yields on the certificates of the related
series.
Losses and Shortfalls on the Mortgage Assets. The yield on your
certificates will directly depend on the extent to which you are required to
bear the effects of any losses or shortfalls in collections arising out of
defaults on the mortgage loans in the related trust fund and the timing of
those losses and shortfalls. In general, the earlier that any loss or shortfall
occurs, the greater will be the negative effect on yield for any class of
certificates that is required to bear the effects of the shortfall.
The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund, to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support, will be allocated among
the respective classes of certificates of the related series in the priority
and manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, those
allocations may be effected by a reduction in the entitlements to interest
and/or principal balances of one or more classes of certificates, or by
establishing a priority of payments among those classes of certificates.
The yield to maturity on a class of Subordinate Certificates may be
extremely sensitive to losses and shortfalls in collections on the mortgage
loans in the related trust fund.
Additional Certificate Amortization. In addition to entitling the holders
of one or more classes of a series of certificates to a specified portion,
which may during specified periods range from none to all, of the principal
payments received on the mortgage assets in the related trust fund, one or more
classes of certificates of any series, including one or more classes of offered
certificates of those series, may provide for distributions of principal of
those certificates from (1) amounts attributable to interest accrued but not
currently distributable on one or more classes of accrual certificates, (2)
Excess Funds or (3) any other amounts described in the related prospectus
supplement. Unless otherwise specified in the related prospectus supplement,
"Excess Funds" will, in general, represent that portion of the amounts
distributable in respect of the certificates of any series on any distribution
date that represent (1) interest received or advanced on the mortgage assets in
the related trust fund that is in excess of the interest currently accrued on
the certificates of that series, or (2) Prepayment Premiums, payments from
Equity Participations or any other amounts received on the mortgage assets in
the related trust fund that do not constitute interest on, or principal of,
those certificates.
The amortization of any class of certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of those
certificates and, if those certificates were purchased at a premium, reduce the
yield on those certificates. The related prospectus supplement will discuss the
relevant factors to be considered in determining whether distributions of
principal of any class of certificates out of those sources would have any
material effect on the rate at which those certificates are amortized.
Optional Early 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 mortgage assets in the related trust
fund by the party or parties specified in the related prospectus supplement,
under the
35
<PAGE>
circumstances and in the manner set forth in the prospectus supplement. If so
provided in the related prospectus supplement, upon the reduction of the
principal balance of a specified class or classes of certificates by a
specified percentage or amount, the specified party may be authorized or
required to solicit bids for the purchase of all of the mortgage assets of the
related trust fund, or of a sufficient portion of those mortgage assets to
retire that class or classes, as set forth in the related prospectus
supplement. In the absence of other factors, any early retirement of a class of
offered certificates would shorten the weighted average life of those
certificates and, if those certificates were purchased at premium, reduce the
yield on those certificates.
THE DEPOSITOR
GE Capital Commercial Mortgage Corporation, the Depositor, is a Delaware
corporation organized on September 6, 2000. The Depositor is a wholly-owned
subsidiary of General Electric Capital Corporation. All outstanding common
stock of General Electric Capital Corporation is owned by General Electric
Capital Services, Inc., the common stock of which is in turn wholly owned
directly or indirectly by General Electric Company. The Depositor maintains its
principal office at 292 Long Ridge Road, Stamford, Connecticut 06927. Its
telephone number is (203) 357-4000. The Depositor does not have, nor is it
expected in the future to have, any significant assets.
USE OF PROCEEDS
We will apply the net proceeds to be received from the sale of the
certificates of any series to the purchase of Trust Assets or use the net
proceeds for general corporate purposes. We expect 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 we have
acquired, prevailing interest rates, availability of funds and general market
conditions.
36
<PAGE>
DESCRIPTION OF THE CERTIFICATES
GENERAL
Each series of certificates will represent the entire beneficial ownership
interest in a trust fund. As described in the related prospectus supplement,
the certificates of each series, including the offered certificates of that
series, may consist of one or more classes of certificates that, among other
things:
o provide for the accrual of interest on the certificates at a fixed,
variable or adjustable rate;
o are senior (collectively, "Senior Certificates") or subordinate
(collectively, "Subordinate Certificates") to one or more other
classes of certificates in entitlement to certain distributions on the
certificates;
o are principal-only certificates entitled to distributions of
principal, with disproportionately small, nominal or no distributions
of interest;
o are interest-only certificates entitled to distributions of interest,
with disproportionately small, nominal or no distributions of
principal;
o provide for distributions of interest on, or principal of, those
certificates that commence only after the occurrence of certain
events, such as the retirement of one or more other classes of
certificates of that series;
o provide for distributions of principal of those certificates to be
made, from time to time or for designated periods, at a rate that is
faster, and, in some cases, substantially faster, or slower, and, in
some cases, substantially slower, than the rate at which payments or
other collections of principal are received on the mortgage assets in
the related trust fund;
o provide for controlled distributions of principal of those
certificates to be made based on a specified payment schedule or other
methodology, subject to available funds; or
o provide for distributions based on collections of Prepayment Premiums
and Equity Participations on the mortgage assets in the related trust
fund.
Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain
classes of interest-only certificates or residual certificates, notional
amounts or percentage interests, specified in the related prospectus
supplement. As provided in the related prospectus supplement, one or more
classes of offered certificates of any series may be issued in fully
registered, definitive form (those certificates, "Definitive Certificates") or
may be offered in book-entry format (those certificates, "Book-Entry
Certificates") through the facilities of The Depository Trust Company ("DTC").
The offered certificates of each series (if issued as Definitive Certificates)
may be transferred or exchanged, subject to any restrictions on transfer
described in the related prospectus supplement, at the location specified in
the related prospectus supplement, without the payment of any service charges,
other than any tax or other governmental charge payable in connection
therewith. Interests in a class of Book-Entry Certificates will be transferred
on the book-entry records of DTC and its participating organizations. See "Risk
Factors--Limited Liquidity of Your Certificates" and "--Book-Entry System for
Certain Classes May Decrease Liquidity and Delay Payment" in this prospectus.
DISTRIBUTIONS
Distributions on the certificates of each series will be made on each
distribution date as specified in the related prospectus supplement from the
Available Distribution Amount for that series and that distribution date.
Unless otherwise provided in the related prospectus supplement, the "Available
Distribution Amount" for any series of certificates and any distribution date
will refer to the total of all payments or other collections on or in respect
of the mortgage assets and any other assets included in the related trust fund
that are available for distribution to the holders of certificates of that
series on that date. The particular components of the Available Distribution
Amount for any series on each distribution date will be more specifically
described in the related prospectus supplement.
37
<PAGE>
Except as otherwise specified in the related prospectus supplement,
distributions on the certificates of each series, other than the final
distribution in retirement of that certificate, will be made to the persons in
whose names those certificates are registered at the close of business on the
last business day of the month preceding the month in which the applicable
distribution date occurs (the "Record Date"), and the amount of each
distribution will be determined as of the close of business on the
Determination Date specified in the related prospectus supplement. All
distributions with respect to each class of certificates on each distribution
date will be allocated pro rata among the outstanding certificates in that
class. Payments will be made either by wire transfer in immediately available
funds to your account at a bank or other entity having appropriate facilities
for the transfer, if you have provided the person required to make those
payments with wiring instructions no later than the date specified in the
related prospectus supplement (and, if so provided in the related prospectus
supplement, that you hold certificates in the amount or denomination specified
in the prospectus supplement), or by check mailed to the address of that
certificateholder as it appears on the certificate register; provided, however,
that the final distribution in retirement of any class of certificates (whether
Definitive Certificates or Book-Entry Certificates) will be made only upon
presentation and surrender of those certificates at the location specified in
the notice to certificateholders of the final distribution.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of certificates of each series, other than certain classes of
principal-only certificates and residual certificates ("Residual Certificates")
that have no pass-through interest rate, may have a different pass-through
interest rate, which in each case may be fixed, variable or adjustable. The
related prospectus supplement will specify the pass-through interest rate or,
in the case of a variable or adjustable pass-through interest rate, the method
for determining the pass-through interest rate, for each class. Unless
otherwise specified in the related prospectus supplement, interest on the
certificates of each series will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
Distributions of interest in respect of any class of certificates (other
than certain classes of certificates that will be entitled to distributions of
accrued interest commencing only on the distribution date, or under the
circumstances, specified in the related prospectus supplement ("Accrual
Certificates"), and other than any class of principal-only certificates or
Residual Certificates which are not entitled to distributions of interest) will
be made on each distribution date based on the Accrued Certificate Interest for
that class and that distribution date, subject to the sufficiency of the
portion of the Available Distribution Amount allocable to that class on that
distribution date. Prior to the time interest is distributable on any class of
Accrual Certificates, the amount of Accrued Certificate Interest otherwise
distributable on that class will be added to the principal balance of those
certificates on each distribution date. With respect to each class of
certificates, other than certain classes of interest-only certificates and
certain classes of residual certificates, the "Accrued Certificate Interest"
for each distribution date will be equal to interest at the applicable
pass-through interest rate accrued for a specified time period generally
corresponding in length to the time period between distribution dates, on the
outstanding principal balance of that class of certificates immediately prior
to that distribution date.
Unless otherwise provided in the related prospectus supplement, the
Accrued Certificate Interest for each distribution date on a class of
interest-only certificates will be similarly calculated except that it will
accrue on a notional amount that is either (1) based on the principal balances
of some or all of the mortgage assets in the related trust fund, (2) equal to
the principal balances of one or more other classes of certificates of the same
series or (3) an amount or amounts specified in the applicable prospective
supplement. Reference to a notional amount with respect to a class of
interest-only certificates is solely for convenience in making certain
calculations and does not represent the right to receive any distributions of
principal. If so specified in the related prospectus supplement, the amount of
Accrued Certificate Interest that is otherwise distributable on, or, in the
case of Accrual Certificates, that may otherwise be added to the principal
balance of, one or more classes of the certificates of a series will be reduced
to the extent that any Prepayment Interest Shortfalls, as described under
"Yield and Maturity Considerations--Certain Shortfalls in Collections of
Interest" in this prospectus, exceed the amount of any sums that are applied to
offset the amount of those shortfalls. The particular manner in which those
shortfalls will be allocated among some or all of the classes of certificates
of that series will be specified in the related prospectus supplement. The
38
<PAGE>
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 principal
balance of) a class of offered certificates may be reduced as a result of any
other contingencies, including delinquencies, losses and deferred interest on
or in respect of the mortgage assets in the related trust fund. Unless
otherwise provided in the related prospectus supplement, any reduction in the
amount of Accrued Certificate Interest otherwise distributable on a class of
certificates by reason of the allocation to that 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 principal balance of that
class. See "Risk Factors--Prepayment Considerations; Variability in Average
Life of Offered Certificates; Special Yield Considerations" and "Yield and
Maturity Considerations" in this prospectus.
DISTRIBUTIONS OF PRINCIPAL ON THE CERTIFICATES
Each class of certificates of each series, other than certain classes of
interest-only certificates and Residual Certificates, will have a principal
balance which, at any time, will equal the then maximum amount that the holders
of certificates of that class 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 principal balance of a
class of certificates will be reduced by distributions of principal made on the
certificates from time to time and, if so provided in the related prospectus
supplement, further by any losses incurred in respect of the related mortgage
assets allocated thereto from time to time. In turn, the outstanding principal
balance of a class of certificates may be increased as a result of any deferred
interest on or in respect of the related mortgage assets being allocated to
that class from time to time, and will be increased, in the case of a class of
Accrual Certificates prior to the distribution date on which distributions of
interest on the certificates are required to commence, by the amount of any
Accrued Certificate Interest in respect of those certificates (reduced as
described above). The initial principal balance of each class of a series of
certificates will be specified in the related prospectus supplement. As
described in the related prospectus supplement, distributions of principal with
respect to a series of certificates will be made on each distribution date to
the holders of the class or classes of certificates of that series entitled
thereto until the principal balances of those certificates have been reduced to
zero. Distributions of principal with respect to one or more classes of
certificates may be made at a rate that is faster, and, in some cases,
substantially faster, than the rate at which payments or other collections of
principal are received on the mortgage assets in the related trust fund.
Distributions of principal with respect to one or more classes of certificates
may not commence until the occurrence of certain events, including the
retirement of one or more other classes of certificates of the same series, or
may be made at a rate that is slower, and, in some cases, substantially slower,
than the rate at which payments or other collections of principal are received
on the mortgage assets in the related trust fund. Distributions of principal
with respect to one or more classes of certificates may be made, subject to
available funds, based on a specified principal payment schedule. Distributions
of principal with respect to one or more classes of certificates may be
contingent on the specified principal payment schedule for another class of the
same series and the rate at which payments and other collections of principal
on the mortgage assets in the related trust fund are received. Unless otherwise
specified in the related prospectus supplement, distributions of principal of
any class of offered certificates will be made on a pro rata basis among all of
the certificates of that class.
DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN
RESPECT OF EQUITY PARTICIPATIONS
If so provided in the related prospectus supplement, Prepayment Premiums
or payments in respect of Equity Participations received on or in connection
with the mortgage assets in any trust fund will be distributed on each
distribution date to the holders of the class of certificates of the related
series entitled thereto in accordance with the provisions described in that
prospectus supplement.
ALLOCATION OF LOSSES AND SHORTFALLS
The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund, to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support, will be allocated among
the respective classes of certificates of the related series in the priority
and manner, and
39
<PAGE>
subject to the limitations, specified in the related prospectus supplement. As
described in the related prospectus supplement, those allocations may be
effected by a reduction in the entitlements to interest and/or principal
balances of one or more classes of certificates, or by establishing a priority
of payments among those classes of certificates.
ADVANCES IN RESPECT OF DELINQUENCIES
If provided in the related prospectus supplement, if a trust fund includes
mortgage loans, the master servicer, a special servicer, the trustee, any
provider of credit support and/or any other specified person may be obligated
to advance, or have the option of advancing, on or before each distribution
date, from its or their own funds or from excess funds held in the related
certificate account that are not part of the Available Distribution Amount for
the related series of certificates for that distribution date, an amount up to
the aggregate of any payments of principal, other than any balloon payments,
and interest that were due on or in respect of those mortgage loans during the
related Due Period and were delinquent on the related Determination Date.
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates entitled
thereto, rather than to guarantee or insure against losses. Accordingly, all
advances made out of a specific entity's own funds will be reimbursable out of
related recoveries on the mortgage loans, including amounts received under any
instrument of credit support, respecting which those advances were made (as to
any mortgage loan, "Related Proceeds") and those other specific sources as may
be identified in the related prospectus supplement, including in the case of a
series that includes one or more classes of Subordinate Certificates,
collections on other mortgage loans in the related trust fund that would
otherwise be distributable to the holders of one or more classes of those
Subordinate Certificates. No advance will be required to be made by a master
servicer, special servicer or trustee if, in the good faith judgment of the
master servicer, special servicer or trustee, as the case may be, that advance
would not be recoverable from Related Proceeds or another specifically
identified source (each, a "Nonrecoverable Advance"); and, if previously made
by a master servicer, special servicer or trustee, a Nonrecoverable Advance
will be reimbursable to the advancing party from any amounts in the related
certificate account prior to any distributions being made to the related series
of certificateholders.
If advances have been made by a master servicer, special servicer, trustee
or other entity from excess funds in a certificate account, the advancing party
will be required to replace those funds in that certificate account on any
future distribution date to the extent that funds in that certificate account
on that distribution date are less than payments required to be made to the
related series of certificateholders on that date. If so specified in the
related prospectus supplement, the obligation of a master servicer, special
servicer, trustee or other entity to make advances may be secured by a cash
advance reserve fund or a surety bond. If applicable, information regarding the
characteristics of a surety bond, and the identity of any obligor on that
surety bond, will be set forth in the related prospectus supplement.
If so provided in the related prospectus supplement, any entity making
advances will be entitled to receive interest on those advances for the period
that those advances are outstanding at the rate specified in that prospectus
supplement, and that entity will be entitled to payment of that interest
periodically from general collections on the mortgage loans in the related
trust fund prior to any payment to the related series of certificateholders or
as otherwise described in the prospectus supplement.
The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes MBS will describe any comparable
advancing obligation.
40
<PAGE>
REPORTS TO CERTIFICATEHOLDERS
On each distribution date, together with the distribution to the holders
of each class of the offered certificates of a series, a master servicer or
trustee, as provided in the related prospectus supplement, will forward to each
holder a statement (a "Distribution Date Statement") that, unless otherwise
provided in the related prospectus supplement, will set forth, among other
things, in each case to the extent applicable:
o the amount of that distribution to holders of that class of offered
certificates that was applied to reduce the principal balance of those
certificates, expressed as a dollar amount per minimum denomination of
the relevant class of offered certificates or per a specified portion
of that minimum denomination;
o the amount of that distribution to holders of that class of offered
certificates that is allocable to Accrued Certificate Interest,
expressed as a dollar amount per minimum denomination of the relevant
class of offered certificates or per a specified portion of that
minimum denomination;
o the amount, if any, of that distribution to holders of that class of
offered certificates that is allocable to (A) Prepayment Premiums and
(B) payments on account of Equity Participations, expressed as a
dollar amount per minimum denomination of the relevant class of
offered certificates or per a specified portion of that minimum
denomination;
o the amount, if any, by which that distribution is less than the
amounts to which holders of that class of offered certificates are
entitled;
o if the related trust fund includes mortgage loans, the aggregate
amount of advances included in that distribution;
o if the related trust fund includes mortgage loans, the amount of
servicing compensation received by the related master servicer (and,
if payable directly out of the related trust fund, by any special
servicer and any sub-servicer) and other customary information as the
reporting party deems necessary or desirable, or that a
certificateholder reasonably requests, to enable certificateholders to
prepare their tax returns;
o information regarding the aggregate principal balance of the related
mortgage assets on or about that distribution date;
o if the related trust fund includes mortgage loans, information
regarding the number and aggregate principal balance of those mortgage
loans that are delinquent in varying degrees;
o if the related trust fund includes mortgage loans, information
regarding the aggregate amount of losses incurred and principal
prepayments made with respect to those mortgage loans during the
specified period, generally equal in length to the time period between
distribution dates, during which prepayments and other unscheduled
collections on the mortgage loans in the related trust fund must be
received in order to be distributed on a particular distribution date;
o the principal 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 that distribution date, separately
identifying any reduction in that principal balance or notional amount
due to the allocation of any losses in respect of the related mortgage
assets, any increase in that principal balance or notional amount due
to the allocation of any negative amortization in respect of the
related mortgage assets and any increase in the principal balance of a
class of Accrual Certificates, if any, in the event that Accrued
Certificate Interest has been added to that balance;
o if the class of offered certificates has a variable pass-through
interest rate or an adjustable pass-through interest rate, the
pass-through interest rate applicable to that class for that
distribution date and, if determinable, for the next succeeding
distribution date;
o the amount deposited in or withdrawn from any reserve fund on that
distribution date, and the amount remaining on deposit in that reserve
fund as of the close of business on that distribution date;
41
<PAGE>
o if the related trust fund includes one or more instruments of credit
support, like a letter of credit, an insurance policy and/or a surety
bond, the amount of coverage under that instrument as of the close of
business on that distribution date; and
o to the extent not otherwise reflected through the information
furnished as described above, the amount of credit support being
afforded by any classes of Subordinate Certificates.
The prospectus supplement for each series of certificates may describe
additional information to be included in reports to the holders of the offered
certificates of that series.
Within a reasonable period of time after the end of each calendar year,
the master servicer or trustee for a series of certificates, as the case may
be, will be required to furnish to each person who at any time during the
calendar year was a holder of an offered certificate of that series a statement
containing the information set forth in the first three categories described
above, aggregated for that calendar year or the applicable portion of that year
during which that person was a certificateholder. This obligation will be
deemed to have been satisfied to the extent that substantially comparable
information is provided pursuant to any requirements of the Internal Revenue
Code of 1986, as amended (the "Code"), as are from time to time in force. See,
however, "Description of the Certificates--Book-Entry Registration and
Definitive Certificates" in this prospectus.
If the trust fund for a series of certificates includes MBS, the ability
of the related master servicer or trustee, as the case may be, to include in
any Distribution Date Statement information regarding the mortgage loans
underlying that MBS will depend on the reports received with respect to that
MBS. In those cases, the related prospectus supplement will describe the
loan-specific information to be included in the distribution date statements
that will be forwarded to the holders of the offered certificates of that
series in connection with distributions made to them.
VOTING RIGHTS
The voting rights evidenced by each series of certificates will be
allocated among the respective classes of that series in the manner described
in the related prospectus supplement.
Certificateholders will generally not have a right to vote, except with
respect to required consents to certain amendments to the agreement pursuant to
which the certificates are issued and as otherwise specified in the related
prospectus supplement. See "Description of the Pooling Agreements--Amendment"
in this prospectus. The holders of specified amounts of certificates of a
particular series will have the right to act as a group to remove the related
trustee and also upon the occurrence of certain events which if continuing
would constitute an event of default on the part of the related master
servicer. See "Description of the Pooling Agreements--Events of Default",
"--Rights Upon Event of Default" and "--Resignation and Removal of the Trustee"
in this prospectus.
TERMINATION
The obligations created by the pooling and servicing or other agreement
creating a series of certificates will terminate following:
o the final payment or other liquidation of the last mortgage asset
underlying the series or the disposition of all property acquired upon
foreclosure of any mortgage loan underlying the series, and
o the payment to the certificateholders of the series of all amounts
required to be paid to them.
Written notice of termination will be given to each certificateholder of
the related series, and the final distribution will be made only upon
presentation and surrender of the certificates of that series 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 mortgage assets in the related trust fund by the party or
parties specified in the prospectus supplement, in the manner set forth in the
prospectus supplement. If so
42
<PAGE>
provided in the related prospectus supplement, upon the reduction of the
principal balance of a specified class or classes of certificates by a
specified percentage or amount, a party designated in the prospectus supplement
may be authorized or required to bid for or solicit bids for the purchase of
all the mortgage assets of the related trust fund, or of a sufficient portion
of those mortgage assets to retire those class or classes, in the manner set
forth in the prospectus supplement.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the prospectus supplement for a series of certificates,
one or more classes of the offered certificates of that series will be offered
in book-entry format through the facilities of The Depository Trust Company,
and that class will be represented by one or more global certificates
registered in the name of DTC or its nominee.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking corporation" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities for its participating organizations
("Participants") and facilitate the clearance and settlement of securities
transactions between Participants through electronic computerized book-entry
changes in their accounts, thereby eliminating the need for physical movement
of securities certificates. "Direct Participants", which maintain accounts with
DTC, include securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC system also is available to others
like banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants").
Purchases of Book-Entry Certificates under the DTC system must be made by
or through Direct Participants, which will receive a credit for the Book-Entry
Certificates on DTC's records. The ownership interest of each actual purchaser
of a Book-Entry Certificate (a "Certificate Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Certificate Owners will not
receive written confirmation from DTC of their purchases, but Certificate
Owners are expected to receive written confirmations providing details of those
transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which each Certificate Owner entered into the
transaction. Transfers of ownership interest in the Book-Entry Certificates are
to be accomplished by entries made on the books of Participants acting on
behalf of Certificate Owners. Certificate Owners will not receive certificates
representing their ownership interests in the Book-Entry Certificates, except
in the event that use of the book-entry system for the Book-Entry Certificates
of any series is discontinued as described below.
DTC has no knowledge of the actual Certificate Owners of the Book-Entry
Certificates; DTC's records reflect only the identity of the Direct
Participants to whose accounts those certificates are credited, which may or
may not be the Certificate Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Certificate Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related distribution
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on that date.
Disbursement of those distributions by Participants to Certificate Owners will
be governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of that Participant (and not
of DTC, the Depositor or any trustee or master servicer), subject to any
statutory or regulatory requirements as may be in effect from time to time.
Under a book-entry system, Certificate Owners may receive payments after the
related distribution date.
43
<PAGE>
Unless otherwise provided in the related prospectus supplement, the only
certificateholder of record will be the nominee of DTC, and the Certificate
Owners will not be recognized as certificateholders under the agreement
pursuant to which the certificates are issued. Certificate Owners will be
permitted to exercise the rights of certificateholders under that agreement
only indirectly through the Participants who in turn will exercise their rights
through DTC. The Depositor is informed that DTC will take action permitted to
be taken by a certificateholder under that agreement only at the direction of
one or more Participants to whose account with DTC interests in the Book-Entry
Certificates are credited.
Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain Certificate Owners, the ability of
a Certificate Owner to pledge its interest in Book-Entry Certificates to
persons or entities that do not participate in the DTC system, or otherwise
take actions in respect of its interest in Book-Entry Certificates, may be
limited due to the lack of a physical certificate evidencing that interest.
Unless otherwise specified in the related prospectus supplement,
certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or its
nominee, only if
o the Depositor advises the trustee in writing that DTC is no longer
willing or able to discharge properly its responsibilities as
depository with respect to those certificates and the Depositor is
unable to locate a qualified successor, or
o the Depositor, at its option, elects to terminate the book-entry
system through DTC with respect to those certificates.
Upon the occurrence of either of the events described above, DTC will be
required to notify all Participants of the availability through DTC of
Definitive Certificates. Upon surrender by DTC of the certificate or
certificates representing a class of Book-Entry Certificates, together with
instructions for registration, the trustee for the related series or other
designated party will be required to issue to the Certificate Owners identified
in those instructions the Definitive Certificates to which they are entitled,
and thereafter the holders of those Definitive Certificates will be recognized
as certificateholders of record under the related agreement pursuant to which
the certificates are issued.
44
<PAGE>
DESCRIPTION OF THE POOLING AGREEMENTS
GENERAL
The certificates of each series will be issued pursuant to a pooling and
servicing agreement or other agreement specified in the related prospectus
supplement (in either case, a "Pooling Agreement"). In general, the parties to
a Pooling Agreement will include the Depositor, a trustee, a master servicer
and, in some cases, a special servicer appointed as of the date of the Pooling
Agreement. However, a Pooling Agreement may include a Mortgage Asset Seller as
a party, and a Pooling Agreement that relates to a trust fund that consists
solely of MBS may not include a master servicer or other servicer as a party.
All parties to each Pooling Agreement under which certificates of a series are
issued will be identified in the related prospectus supplement. If so specified
in the related prospectus supplement, an affiliate of the Depositor, or the
Mortgage Asset Seller or an affiliate of the Mortgage Asset Seller, may perform
the functions of master servicer or special servicer. Any party to a Pooling
Agreement may own certificates.
A form of a Pooling Agreement has been filed as an exhibit to the
Registration Statement of which this prospectus is a part. However, the
provisions of each Pooling Agreement will vary depending upon the nature of the
certificates to be issued and the nature of the related trust fund. The
following summaries describe certain provisions that may appear in a Pooling
Agreement under which certificates that evidence interests in mortgage loans
will be issued. The prospectus supplement for a series of certificates will
describe any provision of the related Pooling Agreement that materially differs
from the description contained in this prospectus and, if the related trust
fund includes MBS, will summarize all of the material provisions of the related
Pooling Agreement. The summaries in this prospectus do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Pooling Agreement for each series of
certificates and the description of those provisions in the related prospectus
supplement. We will provide a copy of the Pooling Agreement (without exhibits)
that relates to any series of certificates without charge upon written request
of a holder of a certificate of that series addressed to GE Capital Commercial
Mortgage Corporation, 292 Long Ridge Road, Stamford, Connecticut 06927,
Attention: President.
ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES
At the time of issuance of any series of certificates, we will assign (or
cause to be assigned) to the designated trustee the mortgage loans to be
included in the related trust fund. The trustee will, concurrently with the
assignment, deliver the certificates to or at the direction of the Depositor in
exchange for the mortgage loans and the other assets to be included in the
trust fund for that series. Each mortgage loan will be identified in a
schedule. That schedule generally will include detailed information that
pertains to each mortgage loan included in the related trust fund, which
information will typically include the address of the related Mortgaged
Property and type of that property; the mortgage interest rate and, if
applicable, the applicable index, gross margin, adjustment date and any rate
cap information; the original and remaining term to maturity; the original
amortization term; and the original and outstanding principal balance.
With respect to each mortgage loan to be included in a trust fund, we will
deliver (or cause to be delivered) to the related trustee (or to a custodian
appointed by the trustee) certain 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, in each case with evidence of recording
indicated on it and an assignment of the Mortgage to the trustee in recordable
form. Unless otherwise provided in the prospectus supplement for a series of
certificates, the related Pooling Agreement will require us or another party to
the agreement to promptly cause each assignment of Mortgage to be recorded in
the appropriate public office for real property records.
The trustee (or a custodian appointed by the trustee) for a series of
certificates will be required to review the mortgage loan documents delivered
to it within a specified period of days after receipt of the mortgage loan
documents, and the trustee (or that custodian) will hold those documents in
trust for the benefit of the certificateholders of that series. Unless
otherwise specified in the related prospectus supplement, if that document is
found to be missing or defective, and that omission or defect, as the case
45
<PAGE>
may be, materially and adversely affects the interests of the
certificateholders of the related series, the trustee (or that custodian) will
be required to notify the master servicer and the Depositor, and one of those
persons will be required to notify the relevant Mortgage Asset Seller. In that
case, and if the Mortgage Asset Seller cannot deliver the document or cure the
defect within a specified number of days after receipt of that notice, then,
except as otherwise specified below or in the related prospectus supplement,
the Mortgage Asset Seller will be obligated to repurchase the related mortgage
loan from the trustee at a price that will be specified in the related
prospectus supplement. If so provided in the prospectus supplement for a series
of certificates, a Mortgage Asset Seller, in lieu of repurchasing a mortgage
loan as to which there is missing or defective loan documentation, will have
the option, exercisable upon certain conditions and/or within a specified
period after initial issuance of that series of certificates, to replace those
mortgage loans with one or more other mortgage loans, in accordance with
standards that will be described in the prospectus supplement. Unless otherwise
specified in the related prospectus supplement, this repurchase or substitution
obligation will constitute the sole remedy to holders of the certificates of
any series or to the related trustee on their behalf for missing or defective
loan documentation and neither the Depositor nor, unless it is the Mortgage
Asset Seller, the master servicer will be obligated to purchase or replace a
mortgage loan if a Mortgage Asset Seller defaults on its obligation to do so.
Notwithstanding the foregoing, if a document has not been delivered to the
related trustee (or to a custodian appointed by the trustee) because that
document has been submitted for recording, and neither that document nor a
certified copy, in either case with evidence of recording on it, can be
obtained because of delays on the part of the applicable recording office,
then, unless otherwise specified in the related prospectus supplement, the
Mortgage Asset Seller will not be required to repurchase or replace the
affected mortgage loan on the basis of that missing document so long as it
continues in good faith to attempt to obtain that document or that certified
copy.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
Unless otherwise provided in the prospectus supplement for a series of
certificates, the Depositor will, with respect to each mortgage loan in the
related trust fund, make or assign, or cause to be made or assigned, certain
representations and warranties (the person making those representations and
warranties, the "Warranting Party") covering, by way of example:
o the accuracy of the information set forth for that mortgage loan on
the schedule of mortgage loans delivered upon initial issuance of the
certificates;
o the enforceability of the related Mortgage Note and Mortgage and the
existence of title insurance insuring the lien priority of the related
Mortgage;
o the Warranting Party's title to the mortgage loan and the authority of
the Warranting Party to sell the mortgage loan; and
o the payment status of the mortgage loan.
It is expected that in most cases the Warranting Party will be the
Mortgage Asset Seller; however, the Warranting Party may also be an affiliate
of the Mortgage Asset Seller, the Depositor or an affiliate of the Depositor,
the master servicer, a special servicer or another person acceptable to the
Depositor. The Warranting Party, if other than the Mortgage Asset Seller, will
be identified in the related prospectus supplement.
Unless otherwise provided in the related prospectus supplement, each
Pooling Agreement will provide that the master servicer and/or trustee will be
required to notify promptly any Warranting Party of any breach of any
representation or warranty made by it in respect of a mortgage loan that
materially and adversely affects the interests of the certificateholders of the
related series. If that Warranting Party cannot cure that breach within a
specified period following the date on which it was notified of the breach,
then, unless otherwise provided in the related prospectus supplement, it will
be obligated to repurchase that mortgage loan from the trustee at a price that
will be specified in the related prospectus supplement. If so provided in the
prospectus supplement for a series of certificates, a Warranting Party, in lieu
of repurchasing a mortgage loan as to which a breach has occurred, will have
the option, exercisable upon certain conditions and/or within a specified
period after initial issuance of that series of certificates, to
46
<PAGE>
replace that mortgage loan with one or more other mortgage loans, in accordance
with standards that will be described in the prospectus supplement. Unless
otherwise specified in the related prospectus supplement, this repurchase or
substitution obligation will constitute the sole remedy available to holders of
the certificates of any series or to the related trustee on their behalf for a
breach of representation and warranty by a Warranting Party and neither the
Depositor nor the master servicer, in either case unless it is the Warranting
Party, will be obligated to purchase or replace a mortgage loan if a Warranting
Party defaults on its obligation to do so.
In some cases, representations and warranties will have been made in
respect of a mortgage loan as of a date prior to the date upon which the
related series of certificates is issued, and thus may not address events that
may occur following the date as of which they were made. However, we will not
include any mortgage loan in the trust fund for any series of certificates if
anything has come to our attention that would cause us to believe that the
representations and warranties made in respect of that mortgage loan will not
be accurate in all material respects as of the date of issuance. The date as of
which the representations and warranties regarding the mortgage loans in any
trust fund were made will be specified in the related prospectus supplement.
COLLECTION AND OTHER SERVICING PROCEDURES
The master servicer for any trust fund, directly or through sub-servicers,
will be required to make reasonable efforts to collect all scheduled payments
under the mortgage loans in that trust fund, and will be required to follow the
same collection procedures as it would follow with respect to mortgage loans
that are comparable to the mortgage loans in that trust fund and held for its
own account, provided those procedures are consistent with (1) the terms of the
related Pooling Agreement and any related instrument of credit support included
in that trust fund, (2) applicable law and (3) the servicing standard specified
in the related Pooling Agreement and prospectus supplement (the "Servicing
Standard").
The master servicer for any trust fund, directly or through sub-servicers,
will also be required to perform as to the mortgage loans in that trust fund
various other customary functions of a servicer of comparable loans, including
maintaining escrow or impound accounts, if required under the related Pooling
Agreement, for payment of taxes, insurance premiums, ground rents and similar
items, or otherwise monitoring the timely payment of those items; attempting to
collect delinquent payments; supervising foreclosures; negotiating
modifications; conducting property inspections on a periodic or other basis;
managing (or overseeing the management of) Mortgaged Properties acquired on
behalf of that trust fund through foreclosure, deed-in-lieu of foreclosure or
otherwise (each, an "REO Property"); and maintaining servicing records relating
to those mortgage loans. Unless otherwise specified in the related prospectus
supplement, the master servicer will be responsible for filing and settling
claims in respect of particular mortgage loans under any applicable instrument
of credit support. See "Description of Credit Support" in this prospectus.
SUB-SERVICERS
A master servicer may delegate its servicing obligations in respect of the
mortgage loans serviced thereby to one or more third-party servicers; provided
that, unless otherwise specified in the related prospectus supplement, the
master servicer will remain obligated under the related Pooling Agreement. A
sub-servicer for any series of certificates may be an affiliate of the
Depositor or master servicer. Unless otherwise provided in the related
prospectus supplement, each sub-servicing agreement between a master servicer
and a sub-servicer (a "Sub-Servicing Agreement") will provide that, if for any
reason the master servicer is no longer acting in that capacity, the trustee or
any successor master servicer may assume the master servicer's rights and
obligations under that Sub-Servicing Agreement. A master servicer will be
required to monitor the performance of sub-servicers retained by it and will
have the right to remove a sub-servicer retained by it at any time it considers
removal to be in the best interests of certificateholders.
Unless otherwise provided in the related prospectus supplement, a master
servicer will be solely liable for all fees owed by it to any sub-servicer,
irrespective of whether the master servicer's compensation pursuant to the
related Pooling Agreement is sufficient to pay those fees. Each sub-servicer
will be
47
<PAGE>
reimbursed by the master servicer that retained it for certain expenditures
which it makes, generally to the same extent the master servicer would be
reimbursed under a Pooling Agreement. See "--Certificate Account" and
"--Servicing Compensation and Payment of Expenses" in this prospectus.
SPECIAL SERVICERS
To the extent so specified in the related prospectus supplement, one or
more special servicers may be a party to the related Pooling 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. 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. 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 not be liable for the
performance of a special servicer.
CERTIFICATE ACCOUNT
General. The master servicer, the trustee and/or a special servicer will,
as to each trust fund that includes mortgage loans, establish and maintain or
cause to be established and maintained one or more separate accounts for the
collection of payments on or in respect of those mortgage loans, which will be
established so as to comply with the standards of each rating agency that has
rated any one or more classes of certificates of the related series. A
certificate account may be maintained as an interest-bearing or a
non-interest-bearing account and the funds held in a certificate account may be
invested pending each succeeding distribution date in United States government
securities and other obligations that are acceptable to each rating agency that
has rated any one or more classes of certificates of the related series
("Permitted Investments"). Unless otherwise provided in the related prospectus
supplement, any interest or other income earned on funds in a certificate
account will be paid to the related master servicer, trustee or any special
servicer as additional compensation. A certificate account may be maintained
with the related master servicer, special servicer or Mortgage Asset Seller or
with a depository institution that is an affiliate of any of the foregoing or
of the Depositor, provided that it complies with applicable rating agency
standards. If permitted by the applicable rating agency or agencies 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 representing payments on mortgage
loans owned by the related master servicer or any special servicer or serviced
by either on behalf of others.
Deposits. Unless otherwise provided in the related Pooling Agreement and
described in the related prospectus supplement, a master servicer, trustee or
special servicer will be required to deposit or cause to be deposited in the
certificate account for each trust fund that includes mortgage loans, within a
certain period following receipt (in the case of collections on or in respect
of the mortgage loans) or otherwise as provided in the related Pooling
Agreement, the following payments and collections received or made by the
master servicer, the trustee or any special servicer subsequent to the cut-off
date (other than payments due on or before the cut-off date):
1. all payments on account of principal, including principal prepayments,
on the mortgage loans;
2. all payments on account of interest on the mortgage loans, including
any default interest collected, in each case net of any portion retained
by the master servicer or any special servicer as its servicing
compensation or as compensation to the trustee;
3. all proceeds received under any hazard, title or other insurance policy
that provides coverage with respect to a Mortgaged Property or the
related mortgage loan or in connection with the full or partial
condemnation of a Mortgaged Property (other than proceeds applied to the
restoration of the property or released to the related borrower in
accordance with the customary servicing practices of the master servicer
(or, if applicable, a special servicer) and/or the terms and conditions
of the related Mortgage) (collectively, "Insurance and Condemnation
Proceeds") and all other amounts received and retained in connection
with the liquidation of defaulted mortgage
48
<PAGE>
loans or property acquired by foreclosure or otherwise ("Liquidation
Proceeds"), together with the net operating income (less reasonable
reserves for future expenses) derived from the operation of any
Mortgaged Properties acquired by the trust fund through foreclosure or
otherwise;
4. 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" in this prospectus;
5. any advances made as described under "Description of the
Certificates--Advances in Respect of Delinquencies" in this prospectus;
6. any amounts paid under any Cash Flow Agreement, as described under
"Description of the Trust Funds--Cash Flow Agreements" in this
prospectus;
7. all proceeds of the purchase of any mortgage loan, or property acquired
in respect of a mortgage loan, by the Depositor, any Mortgage Asset
Seller or any other specified person as described under "--Assignment of
Mortgage Loans; Repurchases" and "--Representations and Warranties;
Repurchases" in this prospectus, all proceeds of the purchase of any
defaulted mortgage loan as described under "--Realization Upon Defaulted
Mortgage Loans" in this prospectus, and all proceeds of any mortgage
asset purchased as described under "Description of the
Certificates--Termination" in this prospectus (all of the foregoing,
also "Liquidation Proceeds");
8. any amounts paid by the master servicer to cover Prepayment Interest
Shortfalls arising out of the prepayment of mortgage loans as described
under "--Servicing Compensation and Payment of Expenses" in this
prospectus;
9. to the extent that this item does not constitute additional servicing
compensation to the master servicer or a special servicer, any payments
on account of modification or assumption fees, late payment charges,
Prepayment Premiums or Equity Participations with respect to the
mortgage loans;
10. 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" in this prospectus;
11. any amount required to be deposited by the 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
12. any other amounts required to be deposited in the certificate account
as provided in the related Pooling Agreement and described in the
related prospectus supplement.
Withdrawals. Unless otherwise provided in the related Pooling Agreement
and described in the related prospectus supplement, a master servicer, trustee
or special servicer may make withdrawals from the certificate account for each
trust fund that includes mortgage loans for any of the following purposes:
1. to make distributions to the certificateholders on each distribution
date;
2. to pay the master servicer, the trustee or a special servicer any
servicing fees not previously retained by them out of payments on the
particular mortgage loans as to which those fees were earned;
3. to reimburse the master servicer, a special servicer, the trustee or
any other specified person for any unreimbursed amounts advanced by it
as described under "Description of the Certificates-- Advances in
Respect of Delinquencies" in this prospectus, the reimbursement to be
made out of amounts received that were identified and applied by the
master servicer or a special servicer, as applicable, as late
collections of 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 those mortgage
loans;
49
<PAGE>
4. to reimburse the master servicer, the trustee or a special servicer for
unpaid servicing fees earned by it and certain unreimbursed servicing
expenses incurred by it with respect to mortgage loans in the trust fund
and properties acquired in respect of the mortgage loans, the
reimbursement to be made out of amounts that represent Liquidation
Proceeds and Insurance and Condemnation Proceeds collected on the
particular mortgage loans and properties, and net income collected on
the particular properties, with respect to which those fees were earned
or those expenses were incurred or out of amounts drawn under any form
of credit support with respect to those mortgage loans and properties;
5. to reimburse the master servicer, a special servicer, the trustee or
other specified person for any advances described in clause (3) above
made by it and/or any servicing expenses referred to in clause (4) above
incurred by it that, in the good faith judgment of the master servicer,
special servicer, trustee or other specified person, as applicable, will
not be recoverable from the amounts described in clauses (3) and (4),
respectively, the reimbursement to be made from amounts collected on
other mortgage loans in the same trust fund or, if so provided by the
related Pooling Agreement and described in the related prospectus
supplement, only from that portion of amounts collected on those other
mortgage loans that is otherwise distributable on one or more classes of
Subordinate Certificates of the related series;
6. if described in the related prospectus supplement, to pay the master
servicer, a special servicer, the trustee or any other specified person
interest accrued on the advances described in clause (3) above made by
it and the servicing expenses described in clause (4) above incurred by
it while they remain outstanding and unreimbursed;
7. to pay for costs and expenses incurred by the trust fund for
environmental site assessments performed with respect to Mortgaged
Properties that constitute security for defaulted mortgage loans, and
for any containment, clean-up or remediation of hazardous wastes and
materials present on those Mortgaged Properties, as described under
"--Realization Upon Defaulted Mortgage Loans" in this prospectus;
8. to reimburse the master servicer, the special servicer, the Depositor,
or any of their respective directors, officers, employees and agents, as
the case may be, for certain expenses, costs and liabilities incurred
thereby, as described under "--Certain Matters Regarding the Master
Servicer and the Depositor" in this prospectus;
9. if described in the related prospectus supplement, to pay the fees of
the trustee;
10. to reimburse the trustee or any of its directors, officers, employees
and agents, as the case may be, for certain expenses, costs and
liabilities incurred thereby, as described under "--Certain Matters
Regarding the Trustee" in this prospectus;
11. if described in the related prospectus supplement, to pay the fees of
any provider of credit support;
12. if described in the related prospectus supplement, to reimburse prior
draws on any form of credit support;
13. to pay the master servicer, a special servicer or the trustee, as
appropriate, interest and investment income earned in respect of amounts
held in the certificate account as additional compensation;
14. to pay (generally from related income) for costs incurred in connection
with the operation, management and maintenance of any Mortgaged Property
acquired by the trust fund by foreclosure or otherwise;
15. 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 described under "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxes That May Be Imposed on the REMIC Pool" in this
prospectus;
50
<PAGE>
16. 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 or a property acquired in respect a defaulted mortgage
loan in connection with the liquidation of that mortgage loan or
property;
17. to pay for the cost of various opinions of counsel obtained pursuant to
the related Pooling Agreement for the benefit of certificateholders;
18. to make any other withdrawals permitted by the related Pooling
Agreement and described in the related prospectus supplement; and
19. to clear and terminate the certificate account upon the termination of
the trust fund.
MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS
A master servicer may agree to modify, waive or amend any term of any
mortgage loan serviced by it in a manner consistent with the applicable
Servicing Standard; provided that, unless otherwise set forth in the related
prospectus supplement, the modification, waiver or amendment (1) will not
affect the amount or timing of any scheduled payments of principal or interest
on the mortgage loan, (2) will not, in the judgment of the master servicer,
materially impair the security for the mortgage loan or reduce the likelihood
of timely payment of amounts due on them and (3) will not adversely affect the
coverage under any applicable instrument of credit support. Unless otherwise
provided in the related prospectus supplement, a master servicer also may agree
to any other modification, waiver or amendment if, in its judgment, (1) a
material default on the mortgage loan has occurred or a payment default is
reasonably foreseeable, (2) the modification, waiver or amendment is reasonably
likely to produce a greater recovery with respect to the mortgage loan, taking
into account the time value of money, than would liquidation and (3) the
modification, waiver or amendment will not adversely affect the coverage under
any applicable instrument of credit support.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
A borrower's failure to make required mortgage loan payments may mean that
operating income is insufficient to service the mortgage debt, or may reflect
the diversion of that income from the servicing of the mortgage debt. In
addition, a borrower that is unable to make mortgage loan payments may also be
unable to make timely payment of taxes and insurance premiums and to otherwise
maintain the related Mortgaged Property. In general, the master servicer or the
special servicer, if any, for a series of certificates will be required to
monitor any mortgage loan in the related trust fund that is in default,
evaluate whether the causes of the default can be corrected over a reasonable
period without significant impairment of the value of the related Mortgaged
Property, initiate corrective action in cooperation with the borrower if cure
is likely, inspect the related Mortgaged Property and take any other actions as
are consistent with the Servicing Standard. A significant period of time may
elapse before the servicer is able to assess the success of the corrective
action or the need for additional initiatives.
The time within which the servicer can make the initial determination of
appropriate action, evaluate the success of corrective action, develop
additional initiatives, institute foreclosure proceedings and actually
foreclose (or accept a deed to a Mortgaged Property in lieu of foreclosure) on
behalf of the certificateholders may vary considerably depending on the
particular mortgage loan, the Mortgaged Property, the borrower, the presence of
an acceptable party to assume the mortgage loan and the laws of the
jurisdiction in which the Mortgaged Property is located. If a borrower files a
bankruptcy petition, the master servicer may not be permitted to accelerate the
maturity of the related mortgage loan or to foreclose on the related Mortgaged
Property for a considerable period of time, and that mortgage loan may be
restructured in the resulting bankruptcy proceedings. See "Certain Legal
Aspects of Mortgage Loans" in this prospectus.
A Pooling Agreement may grant to the master servicer, a special servicer,
a provider of credit support and/or the holder or holders of certain classes of
the related series of certificates a right of first refusal to purchase from
the trust fund, at a predetermined purchase price (which, if insufficient to
fully fund the entitlements of certificateholders to principal and interest on
the certificates, will be specified in the related
51
<PAGE>
prospectus supplement), any mortgage loan as to which a specified number of
scheduled payments are delinquent. In addition, unless otherwise specified in
the related prospectus supplement, a servicer may offer to sell any defaulted
mortgage loan if and when the master servicer determines, consistent with the
applicable Servicing Standard, that a sale would produce a greater recovery,
taking into account the time value of money, than would liquidation of the
related Mortgaged Property. Unless otherwise provided in the related prospectus
supplement, the related Pooling Agreement will require that the servicer accept
the highest cash bid received from any person (including itself, the Depositor
or any affiliate of either of them or any certificateholder) that constitutes a
fair price for that defaulted mortgage loan. In the absence of any bid
determined in accordance with the related Pooling Agreement to be fair, the
master servicer will generally be required to proceed against the related
Mortgaged Property, subject to the discussion below.
If a default on a mortgage loan has occurred or, in the servicer's
judgment, a payment default is imminent, the servicer, on behalf of the
trustee, may at any time institute foreclosure proceedings, exercise any power
of sale contained in the related Mortgage, obtain a deed in lieu of
foreclosure, or otherwise acquire title to the related Mortgaged Property, by
operation of law or otherwise, if that action is consistent with the Servicing
Standard. Unless otherwise specified in the related prospectus supplement, the
servicer may not, however, acquire title to any Mortgaged Property, have a
receiver of rents appointed with respect to any Mortgaged Property or take any
other action with respect to any Mortgaged Property that would cause the
trustee, for the benefit of the related series of certificateholders, or any
other specified person to be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or an "operator" of that
Mortgaged Property within the meaning of certain 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:
1. the Mortgaged Property is in compliance with applicable environmental
laws and regulations or, if not, that taking those actions as are
necessary to bring the Mortgaged Property into compliance therewith is
reasonably likely to produce a greater recovery, taking into account the
time value of money, than not taking those actions; and
2. there are no circumstances or conditions present at the Mortgaged
Property that have resulted in any contamination for which
investigation, testing, monitoring, containment, clean-up or remediation
could be required under any applicable environmental laws and
regulations or, if those circumstances or conditions are present for
which that action could be required, taking those actions with respect
to the Mortgaged Property is reasonably likely to produce a greater
recovery, taking into account the time value of money, than not taking
those actions. See "Certain Legal Aspects of Mortgage
Loans--Environmental Risks" in this prospectus.
Unless otherwise provided in the related prospectus supplement, if title
to any Mortgaged Property is acquired by a trust fund as to which one or more
REMIC elections have been made, the servicer, on behalf of the trust fund, will
be required to sell the Mortgaged Property prior to the close of the third
calendar year following the year of acquisition, unless (1) the Internal
Revenue Service grants an extension of time to sell that property or (2) the
trustee receives an opinion of independent counsel to the effect that the
holding of the property by the trust fund beyond that period will not result in
the imposition of a tax on the trust fund or cause the trust fund (or any
designated portion) to fail to qualify as a REMIC under the Code at any time
that any certificate is outstanding. Subject to the foregoing, the servicer
will generally be required to solicit bids for any Mortgaged Property so
acquired in that manner as will be reasonably likely to realize a fair price
for that property. If the trust fund acquires title to any Mortgaged Property,
the servicer, on behalf of the trust fund, generally must retain an independent
contractor to manage and operate that property. The retention of an independent
contractor, however, will not relieve the servicer of its obligation to manage
that Mortgaged Property in a manner consistent with the Servicing Standard.
If Liquidation Proceeds collected with respect to a defaulted mortgage
loan are less than the outstanding principal balance of the defaulted mortgage
loan plus interest accrued on the mortgage loan plus the aggregate amount of
reimbursable expenses incurred by the servicer in connection with that mortgage
loan, the trust fund will realize a loss in the amount of that shortfall. The
servicer will be entitled to reimbursement out of the Liquidation Proceeds
recovered on any defaulted mortgage loan, prior to the
52
<PAGE>
distribution of those Liquidation Proceeds to certificateholders, amounts that
represent unpaid servicing compensation in respect of the mortgage loan,
unreimbursed servicing expenses incurred with respect to the mortgage loan and
any unreimbursed advances of delinquent payments made with respect to the
mortgage loan.
If any Mortgaged Property suffers damage so that the proceeds, if any, of
the related hazard insurance policy are insufficient to restore fully the
damaged property, the servicer will not be required to expend its own funds to
effect that restoration unless (and to the extent not otherwise provided in the
related prospectus supplement) it determines (1) that the restoration will
increase the proceeds to certificateholders on liquidation of the mortgage loan
after reimbursement of the servicer for its expenses and (2) that the expenses
will be recoverable by it from related Insurance and Condemnation Proceeds or
Liquidation Proceeds.
HAZARD INSURANCE POLICIES
Unless otherwise specified in the related prospectus supplement, each
Pooling Agreement will require the master servicer to cause each mortgage loan
borrower to maintain a hazard insurance policy that provides for the coverage
required under the related Mortgage or, if the Mortgage permits the mortgagee
to dictate to the borrower the insurance coverage to be maintained on the
related Mortgaged Property, the coverage consistent with the requirements of
the Servicing Standard. Unless otherwise specified in the related prospectus
supplement, the coverage generally will be in an amount equal to the lesser of
the principal balance owing on that mortgage loan and the replacement cost of
the related Mortgaged Property. The ability of a 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 concerning covered losses is furnished by borrowers. All amounts
collected by a master servicer under that policy (except for amounts to be
applied to the restoration or repair of the Mortgaged Property or released to
the borrower in accordance with the master servicer's normal servicing
procedures and/or to the terms and conditions of the related Mortgage and
Mortgage Note) will be deposited in the related certificate account. The
Pooling Agreement may provide that the master servicer may satisfy its
obligation to cause each borrower to maintain a hazard insurance policy by
maintaining a blanket policy insuring against hazard losses on all of the
mortgage loans in a trust fund. If the blanket policy contains a deductible
clause, the master servicer will be required, in the event of a casualty
covered by the blanket policy, to deposit in the related certificate account
all sums that would have been deposited in that certificate account but for
that deductible clause.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the Mortgaged Properties will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, most policies typically do not cover any physical damage resulting
from war, revolution, governmental actions, floods and other water-related
causes, earth movement (including earthquakes, landslides and mudflows), wet or
dry rot, vermin, domestic animals and certain other kinds of risks.
Accordingly, a Mortgaged Property may not be insured for losses arising from
that cause unless the related Mortgage specifically requires, or permits the
mortgagee to require, that coverage.
The hazard insurance policies covering the Mortgaged Properties will
typically contain co-insurance clauses that in effect require an insured at all
times to carry insurance of a specified percentage, generally 80% to 90%, of
the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, those clauses generally provide that the
insurer's liability in the event of partial loss does not exceed the lesser of
(1) the replacement cost of the improvements less physical depreciation and (2)
that proportion of the loss as the amount of insurance carried bears to the
specified percentage of the full replacement cost of those improvements.
53
<PAGE>
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the mortgage loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the mortgage loan upon any sale or
other transfer of the related Mortgaged Property made without the lender's
consent. Certain of the mortgage loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the mortgage loan
upon the creation of any other lien or encumbrance upon the Mortgaged Property.
Unless otherwise provided in the related prospectus supplement, the master
servicer will determine whether to exercise any right the trustee may have
under that provision in a manner consistent with the Servicing Standard. Unless
otherwise specified in the related prospectus supplement, the master servicer
will be entitled to retain as additional servicing compensation any fee
collected in connection with the permitted transfer of a Mortgaged Property.
See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and
Due-on-Encumbrance" in this prospectus.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Unless otherwise specified in the related prospectus supplement, a master
servicer's primary servicing compensation with respect to a series of
certificates will come from the periodic payment to it of a specified portion
of the interest payments on each mortgage loan in the related trust fund.
Because that compensation is generally based on a percentage of the principal
balance of each mortgage loan outstanding from time to time, it will decrease
in accordance with the amortization of the mortgage loans. The prospectus
supplement with respect to a series of certificates may provide that, as
additional compensation, the master servicer may retain all or a portion of
late payment charges, Prepayment Premiums, modification fees and other fees
collected from borrowers and any interest or other income that may be earned on
funds held in the certificate 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
be required, to the extent provided in the related prospectus supplement, to
pay from amounts that represent its servicing compensation certain expenses
incurred in connection with the administration of the related trust fund,
including, without limitation, payment of the fees and disbursements of
independent accountants and payment of expenses incurred in connection with
distributions and reports to certificateholders. Certain other expenses,
including certain expenses related to mortgage loan defaults and liquidations
and, to the extent so provided in the related prospectus supplement, interest
on those expenses at the rate specified in the prospectus supplement, and the
fees of any special servicer, may be required to be borne by the trust fund.
If provided in the related prospectus supplement, a master servicer may be
required to apply a portion of the servicing compensation otherwise payable to
it in respect of any period to Prepayment Interest Shortfalls. See "Yield and
Maturity Considerations--Certain Shortfalls in Collections of Interest" in this
prospectus.
EVIDENCE AS TO COMPLIANCE
Unless otherwise provided in the related prospectus supplement, each
Pooling Agreement will require, on or before a specified date in each year, the
master servicer to cause a firm of independent public accountants to furnish to
the trustee a statement to the effect that, on the basis of the examination by
that firm conducted substantially in compliance with either the Uniform Single
Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced
for FHLMC, the servicing by or on behalf of the master servicer of mortgage
loans under pooling and servicing agreements substantially similar to each
other (which may include that Pooling Agreement) was conducted through the
preceding calendar year or other specified twelve month period in compliance
with the terms of those agreements except for any significant exceptions or
errors in records that, in the opinion of the firm, either the Audit Program
for Mortgages serviced for FHLMC, or paragraph 4 of the Uniform Single Audit
Program for Mortgage Bankers, requires it to report.
Each Pooling Agreement will also require, on or before a specified date in
each year, the master servicer to furnish to the trustee a statement signed by
one or more officers of the master servicer to the
54
<PAGE>
effect that the master servicer has fulfilled its material obligations under
that Pooling Agreement throughout the preceding calendar year or other
specified twelve month period.
CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR
The entity serving as master servicer under a Pooling Agreement 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 prospectus supplement for a series of certificates, the related Pooling
Agreement will permit the master servicer to resign from its obligations under
the Pooling Agreement only upon (a) the appointment of, and the acceptance of
that appointment by, a successor master servicer and receipt by the trustee of
written confirmation from each applicable rating agency that the resignation
and appointment will not have an adverse effect on the rating assigned by that
rating agency to any class of certificates of that series or (b) a
determination that those obligations are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other
activities carried on by it. This resignation will not become effective until
the trustee or a successor servicer has assumed the master servicer's
obligations and duties under the Pooling Agreement. Unless otherwise specified
in the related prospectus supplement, the master servicer for each trust fund
will be required to maintain a fidelity bond and errors and omissions policy or
their equivalent that provides coverage against losses that may be sustained as
a result of an officer's or employee's misappropriation of funds or errors and
omissions, subject to certain limitations as to amount of coverage, deductible
amounts, conditions, exclusions and exceptions permitted by the related Pooling
Agreement.
Unless otherwise specified in the related prospectus supplement, each
Pooling Agreement will further provide that none of the master servicer, the
Depositor or any director, officer, employee or agent of either of them will be
under any liability to the related trust fund or certificateholders for any
action taken, or not taken, in good faith pursuant to the Pooling Agreement or
for errors in judgment. However, neither the master servicer nor the Depositor
will be protected against any breach of a representation, warranty or covenant
made in the Pooling Agreement, or against any expense or liability that they
are specifically required to bear pursuant to the terms of the Pooling
Agreement, or against any liability that would otherwise be imposed by reason
of willful misfeasance, bad faith or gross negligence in the performance of
their obligations or duties or by reason of reckless disregard of those
obligations and duties. Unless otherwise specified in the related prospectus
supplement, each Pooling Agreement will further provide that the master
servicer, the Depositor and any director, officer, employee or agent of either
of them will be entitled to indemnification by the related trust fund against
any loss, liability or expense incurred in connection with any legal action
that relates to the Pooling Agreement or the related series of certificates.
However, the indemnification will not extend to any loss, liability or expense
o that one or both of them are specifically required to bear pursuant to
the terms of the Pooling Agreement, or is incidental to the performance
of their obligations and duties and is not otherwise reimbursable
pursuant to the Pooling Agreement;
o incurred in connection with any breach of a representation, warranty or
covenant made in the Pooling Agreement;
o incurred by reason of misfeasance, bad faith or negligence in the
performance of their obligations or duties under that the Pooling
Agreement, or by reason of negligent disregard of those obligations or
duties; or
o incurred in connection with any violation of any state or federal
securities law.
In addition, each Pooling Agreement will provide that neither the master
servicer nor the Depositor will be under any obligation to appear in, prosecute
or defend any legal action that is not incidental to its respective
responsibilities under the Pooling Agreement and that in its opinion may
involve it in any expense or liability. However, each of the master servicer
and the Depositor will be permitted, in the exercise of its discretion, to
undertake any action that it may deem necessary or desirable with respect to
the enforcement and/or protection of the rights and duties of the parties to
the Pooling Agreement and the interests of the related series of
certificateholders. In that event, the legal expenses and costs of that action,
and any liability resulting from that action, will be expenses, costs and
liabilities of the related
55
<PAGE>
series of certificateholders, and the master servicer or the Depositor, as the
case may be, will be entitled to charge the related certificate account for
those legal costs and expenses. 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 Pooling Agreement.
EVENTS OF DEFAULT
Unless otherwise provided in the prospectus supplement for a series of
certificates, "Events of Default" under the related Pooling Agreement will
include
o any failure by the master servicer to distribute or cause to be
distributed to the certificateholders of that series, or to remit to the
trustee for distribution to those certificateholders, any amount
required to be so distributed or remitted, which failure continues
unremedied for five days after written notice of the 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 certificateholders
entitled to not less than 25% (or other percentage specified in the
related prospectus supplement) of the voting rights for that series;
o any failure by the master servicer duly to observe or perform in any
material respect any of its other covenants or obligations under the
related Pooling Agreement, which failure continues unremedied for sixty
days after written notice has been given to the master servicer by the
trustee or the Depositor, or to the master servicer, the Depositor and
the trustee by certificateholders entitled to not less than 25% (or
other percentage specified in the related prospectus supplement) of the
voting rights for that series; and
o certain events of insolvency, readjustment of debt, marshalling of
assets and liabilities, or similar proceedings in respect of or relating
to the master servicer and certain 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 add
to them or shorten cure periods or eliminate notice requirements) will be
specified in the related prospectus supplement.
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default occurs with respect to the master servicer under a
Pooling Agreement, then, in each and every case, so long as the Event of
Default remains unremedied, the Depositor or the trustee will be authorized,
and at the direction of certificateholders of the related series entitled to
not less than 51% (or other percentage specified in the related prospectus
supplement) of the voting rights for that series, the trustee will be required,
to terminate all of the rights and obligations of the master servicer as master
servicer under the Pooling Agreement. Upon termination, the trustee will
succeed to all of the responsibilities, duties and liabilities of the master
servicer under the Pooling Agreement (except that if the master servicer is
required to make advances regarding delinquent mortgage loans, but the trustee
is prohibited by law from obligating itself to do so, or if the related
prospectus supplement so specifies, the trustee will not be obligated to make
those advances) and will be entitled to similar compensation arrangements.
Unless otherwise specified in the related prospectus supplement, if the trustee
is unwilling or unable so to act, it may (or, at the written request of
certificateholders of the related series entitled to not less than 51% (or
other percentage specified in the related prospectus supplement) of the voting
rights for that series, it will be required to) appoint, or petition a court of
competent jurisdiction to appoint, a loan servicing institution that (unless
otherwise provided in the related prospectus supplement) is acceptable to each
applicable rating agency to act as successor to the master servicer under the
Pooling Agreement. Pending that appointment, the trustee will be obligated to
act in that capacity.
No certificateholder will have the right under any Pooling Agreement to
institute any proceeding with respect to the Pooling Agreement unless that
holder previously has given to the trustee written notice of default and unless
certificateholders of the same series entitled to not less than 25% (or other
percentage
56
<PAGE>
specified in the related prospectus supplement) of the voting rights for that
series shall have made written request upon the trustee to institute that
proceeding in its own name as trustee and shall have offered to the trustee
reasonable indemnity, and the trustee for sixty days (or other period specified
in the related prospectus supplement) shall have neglected or refused to
institute that proceeding. The trustee, however, will be under no obligation to
exercise any of the trusts or powers vested in it by any Pooling Agreement or
to make any investigation of matters arising under the Pooling Agreement or to
institute, conduct or defend any litigation under the Pooling Agreement or in
relation to it at the request, order or direction of any of the holders of
certificates of the related series, unless those certificateholders have
offered to the trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred by that action.
AMENDMENT
Each Pooling Agreement may be amended, without the consent of any of the
holders of the related series of certificates,
1. to cure any ambiguity,
2. to correct a defective provision in the Pooling Agreement or to
correct, modify or supplement any of its provisions that may be
inconsistent with any other of its provisions,
3. to add any other provisions with respect to matters or questions
arising under the Pooling Agreement that are not inconsistent with its
provisions,
4. to comply with any requirements imposed by the Code, or
5. for any other purpose;
provided that the amendment (other than an amendment for the specific purpose
referred to in clause (4) above) may not (as evidenced by an opinion of counsel
to an effect satisfactory to the trustee) adversely affect in any material
respect the interests of any holder; and provided further that the amendment
(other than an amendment for one of the specific purposes referred to in
clauses (1) through (4) above) must be acceptable to each applicable rating
agency.
Unless otherwise specified in the related prospectus supplement, each
Pooling Agreement may also be amended, with the consent of the holders of the
related series of certificates entitled to not less than 51% (or other
percentage specified in the related prospectus supplement) of the voting rights
for that series allocated to the affected classes, for any purpose. However,
unless otherwise specified in the related prospectus supplement, that amendment
may not (1) reduce in any manner the amount of, or delay the timing of,
payments received or advanced on mortgage loans that are required to be
distributed in respect of any certificate without the consent of the holder of
that 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 that
class or (3) modify the amendment provisions of the Pooling Agreement described
in this paragraph without the consent of the holders of all certificates of the
related series. Unless otherwise specified in the related prospectus
supplement, the trustee will be prohibited from consenting to any amendment of
a Pooling Agreement pursuant to which one or more REMIC elections are to be or
have been made unless the trustee shall first have received an opinion of
counsel to the effect that the amendment will not result in the imposition of a
tax on the related trust fund or cause the related trust fund, or the
designated portion, to fail to qualify as a REMIC at any time that the related
certificates are outstanding.
LIST OF CERTIFICATEHOLDERS
Unless otherwise specified in the related prospectus supplement, upon
written request of three or more certificateholders of record made for purposes
of communicating with other holders of certificates of the same series with
respect to their rights under the related Pooling Agreement, the trustee or
other specified person will afford those certificateholders access during
normal business hours to the most recent list of certificateholders of that
series held by that person. If that list is of a date more than 90 days prior
to
57
<PAGE>
the date of receipt of that certificateholder's request, then that person, if
not the registrar for that series of certificates, will be required to request
from that registrar a current list and to afford those requesting
certificateholders access thereto promptly upon receipt.
THE TRUSTEE
The trustee under each Pooling Agreement will be named in the related
prospectus supplement. The commercial bank, national banking association,
banking corporation or trust company that serves as trustee may have typical
banking relationships with the Depositor and its affiliates and with any master
servicer or special servicer and its affiliates.
DUTIES OF THE TRUSTEE
The trustee for each series of certificates will make no representation as
to the validity or sufficiency of the related Pooling Agreement, the
certificates or any underlying mortgage loan or related document and will not
be accountable for the use or application by or on behalf of the master
servicer for that series of any funds paid to the master servicer or any
special servicer in respect of the certificates or the underlying mortgage
loans, or any funds deposited into or withdrawn from the certificate account or
any other account for that series by or on behalf of the master servicer or any
special servicer. If no Event of Default has occurred and is continuing, the
trustee for each series of certificates will be required to perform only those
duties specifically required under the related Pooling Agreement. However, upon
receipt of any of the various certificates, reports or other instruments
required to be furnished to it pursuant to the related Pooling Agreement, a
trustee will be required to examine those documents and to determine whether
they conform to the requirements of that agreement.
CERTAIN MATTERS REGARDING THE TRUSTEE
As described in the related prospectus supplement, the fees and normal
disbursements of any trustee may be the expense of the related master servicer
or other specified person or may be required to be borne by the related trust
fund.
Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to indemnification,
from amounts held in the certificate account for that series, for any loss,
liability or expense incurred by the trustee in connection with the trustee's
acceptance or administration of its trusts under the related Pooling Agreement.
However, the indemnification will not extend to any loss, liability or expense
that constitutes a specific liability imposed on the trustee pursuant to the
related Pooling Agreement, or to any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence on the part of the
trustee in the performance of its obligations and duties under the Pooling
Agreement, or by reason of its reckless disregard of those obligations or
duties, or as may arise from a breach of any representation, warranty or
covenant of the trustee made in the Pooling Agreement.
Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to execute any of its
trusts or powers under the related Pooling Agreement or perform any of its
duties under that Pooling Agreement either directly or by or through agents or
attorneys, and the trustee will not be relieved of any of its duties or
obligations by virtue of the appointment of any agents or attorneys.
RESIGNATION AND REMOVAL OF THE TRUSTEE
A trustee will be permitted at any time to resign from its obligations and
duties under the related Pooling Agreement by giving written notice to the
Depositor, the servicer, the special servicer and to all certificateholders.
Upon receiving this notice of resignation, the Depositor, or other person as
may be specified in the related prospectus supplement, will be required to use
its best efforts to promptly appoint a successor trustee. If no successor
trustee shall have accepted an appointment within a specified period after the
giving of notice of resignation, the resigning trustee may petition any court
of competent jurisdiction to appoint a successor trustee.
58
<PAGE>
If at any time a trustee ceases to be eligible to continue as trustee
under the related Pooling Agreement, or if at any time the trustee becomes
incapable of acting, or if certain events of, or proceedings in respect of,
bankruptcy or insolvency occur with respect to the trustee, the Depositor will
be authorized to remove the trustee and appoint a successor trustee. In
addition, holders of the certificates of any series entitled to at least 51%
(or other percentage specified in the related prospectus supplement) of the
voting rights for that series may at any time, with or without cause, remove
the trustee under the related Pooling Agreement and appoint a successor
trustee.
Any resignation or removal of a trustee and appointment of a successor
trustee will not become effective until acceptance of appointment by the
successor trustee.
59
<PAGE>
DESCRIPTION OF CREDIT SUPPORT
GENERAL
Credit support may be provided with respect to one or more classes of the
certificates of any series, or with respect to the related mortgage assets.
Credit support may be in the form of letters of credit, overcollateralization,
the subordination of one or more classes of certificates, insurance policies,
surety bonds, guarantees or reserve funds, or any combination of the foregoing.
If so provided in the related prospectus supplement, any form of credit support
may provide credit enhancement for more than one series of certificates to the
extent described in that 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 payment to certificateholders of all
amounts to which they are entitled under the related Pooling Agreement. If
losses or shortfalls occur that exceed the amount covered by the related credit
support or that are not covered by that 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 the 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 that coverage.
If credit support is provided with respect to one or more classes of
certificates of a series, or with respect to the related mortgage assets, the
related prospectus supplement will include a description of
o the nature and amount of coverage under the credit support,
o any conditions to payment under the credit support not otherwise
described in this prospectus,
o any conditions under which the amount of coverage under the credit
support may be reduced and under which that credit support may be
terminated or replaced and
o the material provisions relating to the credit support.
Additionally, the related prospectus supplement will set forth certain
information with respect to the obligor under any instrument of credit support,
including
o a brief description of its principal business activities;
o its principal place of business, place of incorporation and the
jurisdiction under which it is chartered or licensed to do business,
o if applicable, the identity of regulatory agencies that exercise
primary jurisdiction over the conduct of its business and
o its total assets, and its stockholders' equity or policyholders'
surplus, if applicable, as of a date that will be specified in the
prospectus supplement. See "Risk Factors--Credit Support Limitations" in
this prospectus.
SUBORDINATE CERTIFICATES
If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be Subordinate Certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
Subordinate Certificates to receive distributions from the certificate account
on any distribution date will be subordinated to the corresponding rights of
the holders of Senior Certificates. If so provided in the related prospectus
supplement, the subordination of a class may apply only in the event of (or may
be limited to) certain types of losses or shortfalls. The related prospectus
supplement will set forth information concerning the method and amount of
subordination provided by a class or classes of Subordinate Certificates in a
series and the circumstances under which that subordination will be available.
CROSS-SUPPORT PROVISIONS
If the mortgage assets in any trust fund are divided into separate groups,
each supporting a separate class or classes of certificates of the related
series, credit support may be provided by cross-support
60
<PAGE>
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 those 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 certain
default risks by insurance policies or guarantees. To the extent deemed by the
Depositor to be material, a copy of that instrument will accompany the Current
Report on Form 8-K to be filed with the SEC 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 those certificates or certain
classes of those certificates will be covered by one or more letters of credit,
issued by a bank or financial institution specified in the prospectus
supplement (the "L/C Bank"). Under a letter of credit, the L/C Bank will be
obligated to honor draws under a letter of credit in an aggregate fixed dollar
amount, net of unreimbursed payments, generally equal to a percentage specified
in the related prospectus supplement of the aggregate principal balance of the
mortgage assets on the related cut-off date or of the initial aggregate
principal balance of one or more classes of certificates. If so specified in
the related prospectus supplement, the letter of credit may permit draws only
in the event of certain types of losses and shortfalls. The amount available
under the letter of credit will, in all cases, be reduced to the extent of the
unreimbursed payments under the letter of credit 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 that letter of credit will accompany
the Current Report on Form 8-K to be filed with the SEC within 15 days of
issuance of the certificates of the related series.
CERTIFICATE INSURANCE AND SURETY BONDS
If so provided in the prospectus supplement for a series of certificates,
insurance policies and/or surety bonds provided by one or more insurance
companies or sureties of the insurance companies will cover deficiencies in
amounts otherwise payable on those certificates or certain classes. Those
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. The
related prospectus supplement will describe any limitations on the draws that
may be made under that instrument. A copy of that instrument will accompany the
Current Report on Form 8-K to be filed with the SEC 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 those certificates or certain
classes of those certificates will be covered, to the extent of available
funds, by one or more reserve funds in which cash, a letter of credit,
short-term debt obligations, a demand note or a combination of those features
will be deposited, in the amounts specified in the prospectus supplement. If so
specified in the related prospectus supplement, the reserve fund for a series
may also be funded over time by a specified amount of the collections received
on the related mortgage assets.
Amounts on deposit in any reserve fund for a series, together with the
reinvestment income on those amounts, if any, will be applied for the purposes,
in the manner, specified in the related prospectus supplement. If so specified
in the related prospectus supplement, reserve funds may be established to
61
<PAGE>
provide protection only against certain types of losses and shortfalls.
Following each distribution date, amounts in a reserve fund in excess of any
amount required to be maintained in that reserve fund may be released from it
under the conditions specified in the related prospectus supplement.
If so specified in the related prospectus supplement, amounts deposited in
any reserve fund will be invested in short-term debt obligations. Unless
otherwise specified in the related prospectus supplement, any reinvestment
income or other gain from those investments will be credited to the related
reserve fund for that series, and any loss resulting from those investments
will be charged to that reserve fund. However, that income may be payable to
any related master servicer or another service provider as additional
compensation for its services. The reserve fund, if any, for a series will not
be a part of the trust fund unless otherwise specified in the related
prospectus supplement.
CREDIT SUPPORT WITH RESPECT TO MBS
If so provided in the prospectus supplement for a series of certificates,
any MBS included in the related trust fund and/or the related underlying
mortgage loans may be covered by one or more of the types of credit support
described in this prospectus. The related prospectus supplement will specify,
as to each form of credit support, the information indicated above with respect
to the credit support for each series, to the extent that information is
material and available.
62
<PAGE>
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential properties.
Because those 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
states in which the security for the mortgage loans, or mortgage loans
underlying any MBS, is situated. Accordingly, the summaries are qualified in
their entirety by reference to the applicable laws of those states. See
"Description of the Trust Funds--Mortgage Loans" in this prospectus.
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 the real property, the knowledge of the parties
to the mortgage and, generally, the order of recordation of the mortgage in the
appropriate public recording office. However, the lien of a recorded mortgage
will generally be subordinate to later-arising liens for real estate taxes and
assessments and other charges imposed under governmental police powers.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage: a mortgagor who is the borrower and
usually the owner of the subject property, and a mortgagee, who is the lender.
In contrast, a deed of trust is a three-party instrument, among a trustor who
is the equivalent of a borrower, a trustee to whom the real property is
conveyed, and a beneficiary, who is the lender, for whose benefit the
conveyance is made. Under a deed of trust, the trustor grants the property,
irrevocably until the debt is paid, in trust and generally with a power of
sale, to the trustee to secure repayment of the indebtedness evidenced by the
related note. A deed to secure debt typically has two parties. The grantor (the
borrower) conveys title to the real property to the grantee (the lender)
generally with a power of sale, until the time the debt is repaid. In a case
where the borrower is a land trust, there would be an additional party because
a land trustee holds legal title to the property under a land trust agreement
for the benefit of the borrower. At origination of a mortgage loan involving a
land trust, the borrower executes a separate undertaking to make payments on
the mortgage note. The mortgagee's authority under a mortgage, the trustee's
authority under a deed of trust and the grantee's authority under a deed to
secure debt are governed by the express provisions of the related instrument,
the law of the state in which the real property is located, certain federal
laws (including, without limitation, the Soldiers' and Sailors' Civil Relief
Act of 1940) 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, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease
and the income derived therefrom, while, unless rents are to be paid directly
to the lender, retaining a revocable license to collect the rents for so long
as there is no default. If the borrower defaults, the license terminates and
the lender is entitled to collect the rents. Local law may require that the
lender take possession of the property and/or obtain a court-appointed receiver
before becoming entitled to collect the rents.
In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code, also known as the UCC, in cases
where hotels or motels constitute loan security, the
63
<PAGE>
borrower as additional security for the loan generally pledges the rates. In
general, the lender must file financing statements in order to perfect its
security interest in the rates and must file continuation statements, generally
every five years, to maintain perfection of that security interest. Even if the
lender's security interest in room rates is perfected under the UCC, it may be
required to commence a foreclosure action or otherwise take possession of the
property in order to collect the room rates following a default. See
"--Bankruptcy Laws" below.
PERSONALTY
In the case of certain types of mortgaged properties, for instance 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 that
personal property, and must file continuation statements, generally every five
years, to maintain that perfection.
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 non-judicial foreclosure pursuant to a power of sale granted in the
mortgage instrument. Other foreclosure procedures are available in some states,
but they are either infrequently used or available only in limited
circumstances.
A foreclosure action is subject to most of the delays and expenses of
other lawsuits if defenses are raised or counterclaims are interposed, and
sometimes requires several years to complete. Moreover, as discussed below,
even a non-collusive, regularly conducted foreclosure sale may be challenged as
a fraudulent conveyance, regardless of the parties' intent, if a court
determines that the sale was for less than fair consideration and that sale
occurred while the borrower was insolvent and within a specified period prior
to the borrower's filing for bankruptcy protection.
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. Those sales are made in accordance with
procedures that vary from state to state.
Equitable 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 those 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 lenders 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 non-monetary default, such as a failure to
adequately maintain the mortgaged property or an impermissible further
encumbrance of the
64
<PAGE>
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.
Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is
generally accomplished by a non-judicial trustee's sale pursuant to a power of
sale typically granted in the deed of trust. A power of sale may also be
contained in any other type of mortgage instrument if applicable law so
permits. A power of sale under a deed of trust allows a non-judicial 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 that 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 value of
that property at the time of sale, due to, among other things, redemption
rights which may exist and the possibility of physical deterioration of the
property during the foreclosure proceedings. Potential buyers may be reluctant
to purchase property at a foreclosure sale as a result of the 1980 decision of
the United States Court of Appeals for the Fifth Circuit in Durrett v.
Washington National Insurance Company and other decisions that have followed
its reasoning. The court in Durrett held that even a non-collusive, regularly
conducted foreclosure sale was a fraudulent transfer under the federal
bankruptcy code, as amended from time to time (11 U.S.C.) (the "Bankruptcy
Code") and, thus, could be rescinded in favor of the bankrupt's estate, if (1)
the foreclosure sale was held while the debtor was insolvent and not more than
one year prior to the filing of the bankruptcy petition and (2) the price paid
for the foreclosed property did not represent "fair consideration", which is
"reasonably equivalent value" under the Bankruptcy Code. Although the reasoning
and result of Durrett in respect of the Bankruptcy Code was rejected by the
United States Supreme Court in May 1994, the case could nonetheless be
persuasive to a court applying a state fraudulent conveyance law which has
provisions similar to those construed in Durrett. For these reasons, it is
common for the lender to purchase the mortgaged property for an amount equal to
the lesser of fair market value and the underlying debt and accrued and unpaid
interest plus the expenses of foreclosure. Generally, state law controls the
amount of foreclosure costs and expenses which may be recovered by a lender.
Thereafter, subject to the mortgagor's right in some states to remain in
possession during a redemption period, if applicable, the lender will become
the owner of the property and have both the benefits and burdens of ownership
of the mortgaged property. For example, the lender will have the obligation to
pay debt service on any senior mortgages, to pay taxes, obtain casualty
insurance and to make those repairs at its own expense as are necessary to
render the property suitable for sale. Frequently, the lender employs a third
party management company to manage and operate the property. 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 costs of management and operation of those mortgaged properties which are
hotels, motels or restaurants or nursing or convalescent homes or hospitals may
be particularly significant because of the expertise, knowledge and, with
respect to nursing or convalescent homes or hospitals, regulatory compliance,
required to run those operations and the effect which foreclosure and a change
in ownership may have on the public's and the industry's, including
franchisors', perception of the quality of those operations. The lender will
commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending
65
<PAGE>
upon market conditions, the ultimate proceeds of the sale of the property may
not equal the amount of the mortgage against the property. Moreover, a lender
commonly incurs substantial legal fees and court costs in acquiring a mortgaged
property through contested foreclosure and/or bankruptcy proceedings.
Furthermore, a few states require that any environmental contamination at
certain types of properties be cleaned up before a property may be resold. In
addition, a lender may be responsible under federal or state law for the cost
of cleaning up a mortgaged property that is environmentally contaminated. See
"--Environmental Risks" below. Generally state law controls the amount of
foreclosure expenses and costs, including attorneys' fees, that may be
recovered by a lender.
The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure of
its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all
persons who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption". The doctrine
of equity of redemption provides that, until the property encumbered by a
mortgage has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have 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 (non-statutory) right which
should be distinguished from post-sale statutory rights of redemption. In some
states, after sale pursuant to a deed of trust or foreclosure of a mortgage,
the borrower and foreclosed junior lienors are given a statutory period in
which to redeem the property. In some states, statutory redemption may occur
only upon payment of the foreclosure sale price. In other states, redemption
may be permitted if the former borrower pays only a portion of the sums due.
The effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property because the exercise of a right of
redemption would defeat the title of any purchaser through a foreclosure.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has expired. In some states, a post-sale statutory right of
redemption may exist following a judicial foreclosure, but not following a
trustee's sale under a deed of trust.
Anti-Deficiency Legislation. Some or all of the mortgage loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the Mortgaged Property and those other assets, if any, that were pledged to
secure the mortgage loan. However, even if a mortgage loan by its terms
provides for recourse to the borrower's other assets, a lender's ability to
realize upon those assets may be limited by state law. For example, in some
states a lender cannot obtain a deficiency judgment against the borrower
following foreclosure or sale under a deed of trust. A deficiency judgment is a
personal judgment against the former borrower equal to the difference between
the net amount realized upon the public sale of the real property and the
amount due to the lender. Other statutes may require the lender to exhaust the
security afforded under a mortgage before bringing a personal action against
the borrower. In certain other states, the lender has the option of bringing a
personal action against the borrower on the debt without first exhausting that
security; however, in some of those states, the lender, following judgment on
that personal action, may be deemed to have elected a remedy and thus may be
precluded from foreclosing upon the security. Consequently, lenders in those
states where 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 Risks. Mortgage loans may be secured by a mortgage on the
borrower's leasehold interest in a ground lease. Leasehold mortgage loans are
subject to certain risks not associated with mortgage loans
66
<PAGE>
secured by a lien on the fee estate of the borrower. The most significant of
these risks is that if the borrower's leasehold were to be terminated upon a
lease default, the leasehold mortgagee would lose its security. This risk may
be lessened if the ground lease requires the lessor to give the leasehold
mortgagee notices of lessee defaults and an opportunity to cure them, permits
the leasehold estate to be assigned to and by the leasehold mortgagee or the
purchaser at a foreclosure sale, and contains certain other protective
provisions typically included in a "mortgageable" ground lease.
Cooperative Shares. Mortgage loans may be secured by a security interest
on the borrower's ownership interest in shares, and the proprietary leases
appurtenant thereto, allocable to cooperative dwelling units that may be vacant
or occupied by non-owner tenants. Those loans are subject to certain risks not
associated with mortgage loans secured by a lien on the fee estate of a
borrower in real property. This kind of loan typically is subordinate to the
mortgage, if any, on the Cooperative's building which, if foreclosed, could
extinguish the equity in the building and the proprietary leases of the
dwelling units derived from ownership of the shares of the Cooperative.
Further, transfer of shares in a Cooperative are subject to various regulations
as well as to restrictions under the governing documents of the Cooperative,
and the shares may be cancelled in the event that associated maintenance
charges due under the related proprietary leases are not paid. Typically, a
recognition agreement between the lender and the Cooperative provides, among
other things, the lender with an opportunity to cure a default under a
proprietary lease.
Under the laws applicable in many states, "foreclosure" on Cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a "commercially reasonable" manner,
which may be dependent upon, among other things, the notice given the debtor
and the method, manner, time, place and terms of the sale. Article 9 of the UCC
provides that the proceeds of the sale will be applied first to pay the costs
and expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally
provides that the lender's right to reimbursement is subject to the right of
the Cooperative to receive sums due under the proprietary leases.
BANKRUPTCY LAWS
The Bankruptcy Code and related state laws may interfere with or affect
the ability of a lender to realize upon collateral and/or to enforce a
deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions (including foreclosure actions and deficiency judgment proceedings) are
automatically stayed upon the filing of the bankruptcy petition, and, usually,
no interest or principal payments are made during the course of the bankruptcy
case. The delay and the consequences of a delay caused by an 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 a junior lien.
Under the Bankruptcy Code, provided certain substantive and procedural
safeguards for the lender are met, the amount and terms of a mortgage secured
by property of the debtor may be modified under certain circumstances. In many
jurisdictions, the outstanding amount of the loan secured by the real property
may be reduced to the then-current value of the property (with a corresponding
partial reduction of the amount of lender's security interest) pursuant to a
confirmed plan or lien avoidance proceeding, thus leaving the lender a general
unsecured creditor for the difference between the value and the outstanding
balance of the loan. Other modifications may include the reduction in the
amount of each scheduled payment, which reduction may result from a reduction
in the rate of interest and/or the alteration of the repayment schedule (with
or without affecting the unpaid principal balance of the loan), and/or an
extension (or reduction) of the final maturity date. Some courts with federal
bankruptcy jurisdiction have approved plans, based on the particular facts of
the reorganization case, that effected the curing of a mortgage loan default by
paying arrearages over a number of years. Also, under federal bankruptcy law, a
bankruptcy court may permit a debtor through its rehabilitative plan to
de-accelerate a secured loan and to reinstate the loan even though the lender
accelerated the mortgage loan and final judgment of foreclosure had been
entered in state court (provided no sale of the property had yet occurred)
prior to the filing of the debtor's petition. This may be done even if the full
amount due under the original loan is never repaid.
The Bankruptcy Code has been amended to provide that a lender's perfected
pre-petition security interest in leases, rents and hotel revenues continues in
the post-petition leases, rents and hotel revenues,
67
<PAGE>
unless a bankruptcy court orders to the contrary "based on the equities of the
case." Thus, unless a court orders otherwise, revenues from a mortgaged
property generated after the date the bankruptcy petition is filed will
constitute "cash collateral" under the Bankruptcy Code. Debtors may only use
cash collateral upon obtaining the lender's consent or a prior court order
finding that the lender's interest in the mortgaged property and the cash
collateral is "adequately protected" as the term is defined and interpreted
under the Bankruptcy Code. It should be noted, however, that the court may find
that the lender has no security interest in either pre-petition or
post-petition revenues if the court finds that the loan documents do not
contain language covering accounts, room rents, or other forms of personalty
necessary for a security interest to attach to hotel revenues.
Federal bankruptcy law provides generally that rights and obligation under
an unexpired lease of the debtor/lessee may not be terminated or modified at
any time after the commencement of a case under the Bankruptcy Code solely
because of a provision in the lease to that effect or because of certain other
similar events. This prohibition on so-called "ipso facto clauses" could limit
the ability of the trustee to exercise certain contractual remedies with
respect to the leases on any mortgaged property. In addition, Section 362 of
the Bankruptcy Code operates as an automatic stay of, among other things, any
act to obtain possession of property from a debtor's estate, which may delay a
trustee's exercise of those remedies in the event that a lessee becomes the
subject of a proceeding under the Bankruptcy Code. For example, a mortgagee
would be stayed from enforcing an assignment of the lease by a borrower related
to a mortgaged property if the related borrower was in a bankruptcy proceeding.
The legal proceedings necessary to resolve the issues could be time-consuming
and might result in significant delays in the receipt of the assigned rents.
Similarly, the filing of a petition in bankruptcy by or on behalf of a lessee
of a mortgaged property would result in a stay 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 related lease that occurred prior to the filing of the lessee's
petition. Rents and other proceeds of a mortgage loan may also escape an
assignment if the assignment is not fully perfected under state law prior to
commencement of the bankruptcy proceeding.
In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court, (a) assume the
lease and retain it or assign it to a third party or (b) reject the lease. If
the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the
lessee as debtor-in-possession, or the 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. These remedies may be
insufficient, however, as the lessor may be forced to continue under the lease
with a lessee that is a poor credit risk or an unfamiliar tenant if the lease
was assigned, and any assurances provided to the lessor may, in fact, be
inadequate. If the lease is rejected, the rejection generally constitutes a
breach of the executory contract or unexpired lease immediately before the date
of filing the petition. As a consequence, the other party or parties to the
lease, such as the borrower, as lessor under a lease, would have only an
unsecured claim against the debtor for damages resulting from the breach, which
could adversely affect the security for the related mortgage loan. In addition,
pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor's damages for
lease rejection in respect of future rent installments are limited to the rent
reserved by the lease, without acceleration, for the greater of one year or 15
percent, not to exceed three years, of the remaining term of the lease.
If a trustee in bankruptcy on behalf of a lessor, or a lessor as
debtor-in-possession, rejects an unexpired lease of real property, the lessee
may treat the lease as terminated by the rejection or, in the alternative, the
lessee may remain in possession of the leasehold for the balance of the term
and for any renewal or extension of the term that is enforceable by the lessee
under applicable nonbankruptcy law. The Bankruptcy Code provides that if a
lessee elects to remain in possession after a rejection of a lease, the lessee
may offset against rents reserved under the lease for the balance of the term
after the date of rejection of the lease, and the related renewal or extension
of the lease, any damages occurring after that date caused by the
nonperformance of any obligation of the lessor under the lease after that date.
On the bankruptcy of a lessor or a lessee under a ground lease, the debtor
entity has the right to assume (continue) or reject (terminate) the ground
lease. Pursuant to Section 365(h) of the Bankruptcy Code, as it is presently in
effect, a ground lessee whose ground lease is rejected by a debtor ground
lessor
68
<PAGE>
has the right to remain in possession of its leased premises under the rent
reserved in the lease for the term (including renewals) of the ground lease,
but is not entitled to enforce the obligation of the ground lessor to provide
any services required under the ground lease. In the event a ground
lessee/borrower in bankruptcy rejects any/or all of its ground leases, the
leasehold mortgagee would have the right to succeed to the ground
lessee/borrower's position under the lease only if the ground lessor had
specifically granted the mortgagee such right. In the event of concurrent
bankruptcy proceedings involving the ground lessor and the ground
lessee/borrower, the Trustee may be unable to enforce the ground
lessee/borrower's obligation to refuse to treat a ground lease rejected by a
bankrupt ground lessor as terminated. In such circumstances, a ground lease
could be terminated notwithstanding lender protection provisions contained
herein or in the mortgage. A lender could lose its security unless the borrower
holds a fee mortgage or the bankruptcy court, as a court of equity, allows the
lender to assume the ground lessee's obligations under the ground lease and
succeed to the position of a leasehold mortgagor. Although consistent with the
Bankruptcy Code, such position may not be adopted by a bankruptcy court.
In a bankruptcy or similar proceeding of a borrower, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any
payments made by the borrower, or made directly by the related lessee, under
the related mortgage loan to the trust fund. Payments on long-term debt may be
protected from recovery as preferences if they are payments in the ordinary
course of business made on debts incurred in the ordinary course of business.
Whether any particular payment would be protected depends upon the facts
specific to a particular transaction.
A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In certain circumstances, a debtor in bankruptcy may
have the power to grant liens senior to the lien of a mortgage, and analogous
state statutes and general principles of equity may also provide a borrower
with means to halt a foreclosure proceeding or sale and to force a
restructuring of a mortgage loan on terms a lender would not otherwise accept.
Moreover, the laws of certain states also give priority to certain tax liens
over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the
court finds that actions of the mortgagee have been unreasonable, the lien of
the related mortgage may be subordinated to the claims of unsecured creditors.
Certain of the borrowers may be partnerships. The laws governing limited
partnerships in certain states provide that the commencement of a case under
the Bankruptcy Code with respect to a general partner will cause a person to
cease to be a general partner of the limited partnership, unless otherwise
provided in writing in the limited partnership agreement. This provision may be
construed as an "ipso facto" clause and, in the event of the general partner's
bankruptcy, may not be enforceable. Certain limited partnership agreements of
the borrowers may provide that the commencement of a case under the Bankruptcy
Code with respect to the related general partner constitutes an event of
withdrawal (assuming the enforceability of the clause is not challenged in
bankruptcy proceedings or, if challenged, is upheld) that might trigger the
dissolution of the limited partnership, the winding up of its affairs and the
distribution of its assets, unless (i) at the time there was at least one other
general partner and the written provisions of the limited partnership permit
the business of the limited partnership to be carried on by the remaining
general partner and that general partner does so or (ii) the written provisions
of the limited partnership agreement permit the limited partners to agree
within a specified time frame (often 60 days) after the withdrawal to continue
the business of the limited partnership and to the appointment of one or more
general partners and the limited partners do so. In addition, the laws
governing general partnerships in certain states provide that the commencement
of a case under the Bankruptcy Code or state bankruptcy laws with respect to a
general partner of the partnerships triggers the dissolution of the
partnership, the winding up of its affairs and the distribution of its assets.
Those state laws, however, may not be enforceable or effective in a bankruptcy
case. The dissolution of a borrower, the winding up of its affairs and the
distribution of its assets could result in an acceleration of its payment
obligation under the borrower's mortgage loan, which may reduce the yield on
the notes in the same manner as a principal prepayment.
In addition, the bankruptcy of the general or limited partner of a
borrower that is a partnership, or the bankruptcy of a member of a borrower
that is a limited liability company or the bankruptcy of a shareholder of a
borrower that is a corporation may provide the opportunity in the bankruptcy
case of the partner, member or shareholder to obtain an order from a court
consolidating the assets and liabilities of the
69
<PAGE>
partner, member or shareholder with those of the mortgagor pursuant to the
doctrines of substantive consolidation or piercing the corporate veil. In such
a case, the respective mortgaged property, for example, would become property
of the estate of the bankrupt partner, member or shareholder. Not only would
the mortgaged property be available to satisfy the claims of creditors of the
partner, member or shareholder, but an automatic stay would apply to any
attempt by the trustee to exercise remedies with respect to the mortgaged
property. However, such an occurrence should not affect the trustee's status as
a secured creditor with respect to the mortgagor or its security interest in
the mortgaged property.
ENVIRONMENTAL RISKS
Real property pledged as security for a mortgage loan may be subject to
certain environmental risks. Under federal law, including the Comprehensive
Environmental Response and Liability Act of 1980, as amended (also known as
CERCLA) and the laws of certain states, failure to perform the remediation
required or demanded by the state or federal government of any condition or
circumstance that
o may pose an imminent or substantial endangerment to the public health
or welfare or the environment,
o may result in a release or threatened release of any hazardous
material, or
o may give rise to any environmental claim or demand,
may give rise to a lien on the property to ensure the reimbursement of remedial
costs incurred by the federal or state government. In several states, the lien
has priority over the lien of an existing mortgage against the property. Of
particular concern may be those mortgaged properties which are, or have been,
the site of manufacturing, industrial or disposal activity. Those environmental
risks may give rise to (a) a diminution in value of property securing a
mortgage note or the inability to foreclose against the property or (b) in
certain circumstances as more fully described below, liability for clean-up
costs or other remedial actions, which liability could exceed the value of the
property, the aggregate assets of the owner or operator, or the principal
balance of the related indebtedness.
The state of the law is currently unclear as to whether and under what
circumstances cleanup costs, or the obligation to take remedial actions, could
be imposed on a secured lender. Under the laws of some states and under CERCLA,
a lender may become liable as an "owner" or an "operator" of a contaminated
mortgaged property for the costs of remediation of releases or threatened
releases of hazardous substances at the mortgaged property. The liability may
attach if the lender or its agents or employees have participated in the
management of the operations of the borrower, even though the environmental
damage or threat was caused by a prior owner, operator, or other third party.
Excluded from CERCLA's definition of "owner or operator" is any person
"who, without participating in the management of a facility, holds indicia of
ownership primarily to protect his security interest" (the "secured-creditor
exemptionsecured-creditor exemption"). This exemption for holders of a security
interest such as a secured lender applies only in circumstances when the lender
seeks to protect its security interest in the contaminated facility or
property. Thus, if a lender's activities encroach on the actual management of
that facility or property, the lender faces potential liability as an "owner or
operator" under CERCLA. Similarly, when a lender forecloses and takes title to
a contaminated facility or property (whether it holds the facility or property
as an investment or leases it to a third party), under some circumstances the
lender may incur potential CERCLA liability.
Recent amendments to CERCLA list permissible actions that may be
undertaken by a lender holding security in a contaminated facility without
exceeding the bounds of the secured-creditor exemption, subject to certain
conditions and limitations. Additionally, the amendments provide certain
protections from CERCLA liability as an "owner or operator" to a lender who
forecloses on contaminated property, as long as it seeks to divest itself of
the facility at the earliest practicable commercially reasonable time on
commercially reasonable terms. The amendments also limit the liability of
lenders under the federal Solid Waste Disposal Act for costs of responding to
leaking underground storage tanks. However, the protections afforded lenders
under the amendments are subject to terms and conditions that have not been
clarified by the courts. Moreover, the CERCLA secured-creditor exemption does
not necessarily affect the potential for
70
<PAGE>
liability in actions under other federal or state laws which may impose
liability on "owners or operators" but do not incorporate the secured-creditor
exemption. Furthermore, the secured-creditor exemption does not protect lenders
from other bases of CERCLA liability, such as that imposed on "generators" or
"transporters" of hazardous substances.
Environmental clean-up costs may be substantial. It is possible that those
costs could become a liability of the Trust and occasion a loss to
certificateholders if those remedial costs were incurred.
In a few states, transfers of some types of properties are conditioned
upon clean-up of contamination prior to transfer. It is possible that a
property securing a mortgage loan could be subject to these transfer
restrictions. If this occurs, and if the lender becomes the owner upon
foreclosure, the lender may be required to clean up the contamination before
selling the property.
The cost of remediating hazardous substance contamination at a property
can be substantial. If a lender is or becomes liable, it can bring an action
for contribution against the owner or operator that created the environmental
hazard, but that person or entity may be without substantial assets.
Accordingly, it is possible that these costs could become a liability of a
trust fund and occasion a loss to certificateholders of the related series.
To reduce the likelihood of this kind of loss, and unless otherwise
provided in the related prospectus supplement, the related Pooling Agreement
will provide that the master servicer may not, on behalf of the trust fund,
acquire title to a Mortgaged Property or take over its operation unless the
master servicer, based on a report prepared by a person who regularly conducts
environmental site assessments, has made the determination that it is
appropriate to do so, as described under "Description of the Pooling
Agreements-- Realization Upon Defaulted Mortgage Loans" in this prospectus.
Even when a lender is not directly liable for cleanup costs on property
securing loans, if a property securing a loan is contaminated, the value of the
security is likely to be affected. In addition, a lender bears the risk that
unanticipated cleanup costs may jeopardize the borrower's repayment. Neither of
these two issues is likely to pose risks exceeding the amount of unpaid
principal and interest of a particular loan secured by a contaminated property,
particularly if the lender declines to foreclose on a mortgage secured by the
property.
If a lender forecloses on a mortgage secured by a property the operations
of which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Compliance may entail substantial expense.
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.
That disclosure may decrease the amount that prospective buyers are willing to
pay for the affected property and thereby lessen the ability of the lender to
recover its investment in a loan upon foreclosure.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE
Certain of the mortgage loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate
the maturity of the loan if the borrower transfers or encumbers the related
Mortgaged Property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce those
clauses in many states. By virtue, however, of the Garn-St Germain Depository
Institutions Act of 1982 (the "Garn Act"), effective October 15, 1982, which
purports to preempt state laws that prohibit the enforcement of due-on-sale
clauses by providing among other matters, that "due-on-sale" clauses in certain
loans made after the effective date of the Garn Act are enforceable, within
certain limitations as set forth in the Garn Act, 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, regardless of the master servicer's ability to demonstrate that a
sale threatens its legitimate security interest.
71
<PAGE>
SUBORDINATE FINANCING
Certain of the mortgage loans may not restrict the ability of the borrower
to use the Mortgaged Property as security for one or more additional loans.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to additional risk. First, the borrower may have
difficulty servicing and repaying multiple loans. Moreover, if the subordinate
financing permits recourse to the borrower, as is frequently the case, and the
senior loan does not, a borrower may have more incentive to repay sums due on
the subordinate loan. Second, acts of the senior lender that prejudice the
junior lender or impair the junior lender's security may create a superior
equity in favor of the junior lender. For example, if the borrower and the
senior lender agree to an increase in the principal amount of or the interest
rate payable on the senior loan, the senior lender may lose its priority to the
extent any existing junior lender is harmed or the borrower is additionally
burdened. Third, if the borrower defaults on the senior loan and/or any junior
loan or loans, the existence of junior loans and actions taken by junior
lenders can impair the security available to the senior lender and can
interfere with or delay the taking of action by the senior lender. Moreover,
the bankruptcy of a junior lender may operate to stay foreclosure or similar
proceedings by the senior lender.
DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and
in some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In certain states, there are or may be specific
limitations upon the late charges which a lender may collect from a borrower
for delinquent payments. Certain states also limit the amounts that a lender
may collect from a borrower as an additional charge if the loan is prepaid. In
addition, the enforceability of provisions that provide for prepayment fees or
penalties upon an involuntary prepayment is unclear under the laws of many
states.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply
to certain types of residential, including multifamily but not commercial,
first mortgage loans originated by certain lenders after March 31, 1980. A
similar Federal statute was in effect with respect to mortgage loans made
during the first three months of 1980. The statute authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not so rejected, any state is authorized by
the law to adopt a provision limiting discount points or other charges on
mortgage loans covered by Title V. Certain states have taken action to reimpose
interest rate limits and/or to limit discount points or other charges.
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, no
mortgage loan originated after the date of that state action will (if
originated after that rejection or adoption) be eligible for inclusion in a
trust fund unless (1) the mortgage loan provides for an interest rate, discount
points and charges as are permitted in that state or (2) the mortgage loan
provides that the terms are to be construed in accordance with the laws of
another state under which the interest rate, discount points and charges would
not be usurious and the borrower's counsel has rendered an opinion that the
choice of law provision would be given effect.
Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due
above the applicable limit or impose a specified penalty. Under this statutory
scheme, the borrower may cancel the recorded mortgage or deed of trust upon
paying its debt with lawful interest, and the lender may foreclose, but only
for the debt plus lawful interest. A second group of statutes is more severe. A
violation of this type of usury law results in the invalidation of the
transaction, thereby permitting the borrower to cancel the recorded mortgage or
deed of trust without any payment or prohibiting the lender from foreclosing.
72
<PAGE>
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 that 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 that 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 any servicer to
collect full amounts of interest on certain of the mortgage loans. Any
shortfalls in interest collections resulting from the application of the Relief
Act would result in a reduction of the amounts distributable to the holders of
the related series of certificates, 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 those certificates. In addition, the
Relief Act imposes limitations that would impair the ability of the servicer to
foreclose on an affected mortgage loan during the borrower's period of active
duty status, and, under certain circumstances, during an additional three-month
period thereafter.
TYPE OF MORTGAGED PROPERTY
The lender may be subject to additional risk depending upon the type and
use of the Mortgaged Property in question. For instance, Mortgaged Properties
which are hospitals, nursing homes or convalescent homes may present special
risks to lenders in large part due to significant governmental regulation of
the operation, maintenance, control and financing of health care institutions.
Mortgages on Mortgaged Properties which are owned by the borrower under a
condominium form of ownership are subject to the declaration, by-laws and other
rules and regulations of the condominium association. Mortgaged Properties
which are hotels or motels may present additional risk to the lender in that:
1. hotels and motels are typically operated pursuant to franchise,
management and operating agreements which may be terminable by the
operator; and
2. the transferability of the hotel's operating, liquor and other licenses
to the entity acquiring the hotel either through purchase or foreclosure
is subject to the vagaries of local law requirements.
In addition, Mortgaged Properties which are multifamily properties or
cooperatively owned multifamily properties may be subject to rent control laws,
which could impact the future cash flows of those properties.
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 (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, the 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 these requirements on a
foreclosing lender who succeeds to the interest of the borrower as owner or
landlord. Furthermore, since the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender who is financially more capable than the borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than
those to which the borrower is subject.
73
<PAGE>
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 statute, also known as "RICO", can be seized by the
government if the property was used in, or purchased with the proceeds of,
those crimes. Under procedures contained in the Comprehensive Crime Control Act
of 1984, 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
established that: (1) its mortgage was executed and recorded before commission
of the crime upon which the forfeiture is based, or (2) 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.
74
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of
certificates. The discussion below does not purport to address all federal
income tax consequences that may be applicable to particular categories of
investors, some of which may be subject to special rules. The authorities on
which this discussion is based are subject to change or differing
interpretations, and any change or interpretation could apply retroactively.
This discussion reflects the applicable provisions of the Code as well as
regulations (the "REMIC Regulations") promulgated by the U.S. Department of
Treasury (the "Treasury"). Investors should consult their own tax advisors in
determining the federal, state, local and other tax consequences to them of the
purchase, ownership and disposition of certificates.
For purposes of this discussion, (1) references to the mortgage loans
include references to the mortgage loans underlying MBS included in the
mortgage assets and (2) where the applicable prospectus supplement provides for
a fixed retained yield with respect to the mortgage loans underlying a series
of certificates, references to the mortgage loans will be deemed to refer to
that portion of the mortgage loans held by the trust fund which does not
include the Retained Interest. References to a "holder" or "certificateholder"
in this discussion generally mean the beneficial owner of a certificate.
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES
General
With respect to a particular series of certificates, an election may be
made to treat the trust fund or one or more segregated pools of assets in the
trust fund as one or more REMICs within the meaning of Code Section 860D. A
trust fund or a portion of a trust fund as to which a REMIC election will be
made will be referred to as a "REMIC Pool". For purposes of this discussion,
certificates of a series as to which one or more REMIC elections are made are
referred to as "REMIC Certificates" and will consist of one or more classes of
"Regular Certificates" and one class of Residual Certificates in the case of
each REMIC Pool. Qualification as a REMIC requires ongoing compliance with
certain conditions. With respect to each series of REMIC Certificates,
Cadwalader, Wickersham & Taft, counsel to the Depositor, has advised the
Depositor that in the firm's opinion, assuming (1) the making of an election,
(2) compliance with the Pooling Agreement and (3) compliance with any changes
in the law, including any amendments to the Code or applicable Treasury
regulations under the Code, each REMIC Pool will qualify as a REMIC. In that
case, the Regular Certificates will be considered to be "regular interests" in
the REMIC Pool and generally will be treated for federal income tax purposes as
if they were newly originated debt instruments, and the Residual Certificates
will be considered to be "residual interests" in the REMIC Pool. The prospectus
supplement for each series of certificates will indicate whether one or more
REMIC elections with respect to the related trust fund will be made, in which
event references to "REMIC" or "REMIC Pool" below shall be deemed to refer to
that REMIC Pool. If so specified in the applicable prospectus supplement, the
portion of a trust fund as to which a REMIC election is not made may be treated
as a grantor trust for federal income tax purposes. See "--Federal Income Tax
Consequences for Certificates as to Which No REMIC Election Is Made" below.
Status of REMIC Certificates
REMIC Certificates held by a domestic building and loan association will
constitute "a regular or residual interest in a REMIC" within the meaning of
Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the
assets of the REMIC Pool would be treated as "loans . . . secured by an
interest in real property which is . . . residential real property" (such as
single family or multifamily properties, but not commercial properties) within
the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in
Code Section 7701(a)(19)(C), and otherwise will not qualify for that treatment.
REMIC Certificates held by a real estate investment trust will constitute "real
estate assets" within the meaning of Code Section 856(c)(4)(A), and interest on
the Regular Certificates and income with respect to Residual Certificates will
be considered "interest on obligations secured by mortgages on real property or
on interests in real property" within the meaning of Code Section 856(c)(3)(B)
in the same proportion that, for both purposes, the assets of the REMIC Pool
would be so treated. If at all times 95% or more of the assets of the REMIC
Pool qualify for each of the foregoing respective treatments, the REMIC
Certificates will qualify for the corresponding status
75
<PAGE>
in their entirety. For purposes of Code Section 856(c)(4)(A), payments of
principal and interest on the mortgage loans that are reinvested pending
distribution to holders of REMIC Certificates qualify for that treatment. Where
two REMIC Pools are a part of a tiered structure they will be treated as one
REMIC for purposes of the tests described above respecting asset ownership of
more or less than 95%. Regular Certificates will be "qualified mortgages" for
another REMIC for purposes of Code Section 860(G)(a)(3) and "permitted assets"
for a financial asset securitization investment trust for purposes of Section
860(L)(c). REMIC Certificates held by a regulated investment company will not
constitute "Government Securities" within the meaning of Code Section
851(b)(3)(A)(i). REMIC Certificates held by certain financial institutions will
constitute an "evidence of indebtedness" within the meaning of Code Section
582(c)(1). The Small Business Job Protection Act of 1996 (the "SBJPA of 1996")
repealed the reserve method for bad debts of domestic building and loan
associations and mutual savings banks, and thus has eliminated the asset
category of "qualifying real property loans" in former Code Section 593(d) for
taxable years beginning after December 31, 1995. The requirement in the SBJPA
of 1996 that those institutions must "recapture" a portion of their existing
bad debt reserves is suspended if a certain portion of their assets are
maintained in "residential loans" under Code Section 7701(a)(19)(C)(v), but
only if those loans were made to acquire, construct or improve the related real
property and not for the purpose of refinancing. However, no effort will be
made to identify the portion of the mortgage loans of any Series meeting this
requirement, and no representation is made in this regard.
Qualification as a REMIC
In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the
Code. The REMIC Pool must fulfill an asset test, which requires that no more
than a de minimis portion of the assets of the REMIC Pool, as of the close of
the third calendar month beginning after the "Startup Day" (which for purposes
of this discussion is the date of issuance of the REMIC Certificates) and at
all times thereafter, may consist of assets other than "qualified mortgages"
and "permitted investments". The REMIC Regulations provide a safe harbor
pursuant to which the de minimis requirement is met if at all times the
aggregate adjusted basis of the nonqualified assets is less than 1% of the
aggregate adjusted basis of all the REMIC Pool's assets. An entity that fails
to meet the safe harbor may nevertheless demonstrate that it holds no more than
a de minimis amount of nonqualified assets. A REMIC also must provide
"reasonable arrangements" to prevent its residual interest from being held by
"disqualified organizations" and must furnish applicable tax information to
transferors or agents that violate this requirement. The Pooling Agreement for
each series will contain a provision designed to meet this requirement. See
"--Taxation of Residual Certificates--Tax-Related Restrictions on Transfer of
Residual Certificates--Disqualified Organizations" below.
A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day or is purchased by the REMIC Pool within a three-month period
thereafter pursuant to a fixed price contract in effect on the Startup Day.
Qualified mortgages include whole mortgage loans, such as the mortgage loans,
certificates of beneficial interest in a grantor trust that holds mortgage
loans, including certain of the MBS, regular interests in another REMIC, such
as MBS in a trust as to which a REMIC election has been made, loans secured by
timeshare interests and loans secured by shares held by a tenant stockholder in
a cooperative housing corporation, provided, in general, (1) the fair market
value of the real property security (including buildings and structural
components) is at least 80% of the principal balance of the related mortgage
loan or mortgage loan underlying the mortgage certificate either at origination
or as of the Startup Day (an original loan-to-value ratio of not more than 125%
with respect to the real property security) or (2) substantially all the
proceeds of the mortgage loan or the underlying mortgage loan were used to
acquire, improve or protect an interest in real property that, at the
origination date, was the only security for the mortgage loan or underlying
mortgage loan. If the mortgage loan has been substantially modified other than
in connection with a default or reasonably foreseeable default, it must meet
the loan-to-value test in (1) of the preceding sentence as of the date of the
last modification or at closing. A qualified mortgage includes a qualified
replacement mortgage, which is any property that would have been treated as a
qualified mortgage if it were transferred to the REMIC Pool on the Startup Day
and that is received either (1) in exchange for any qualified mortgage within a
three-month period thereafter or (2) in exchange for a "defective obligation"
within a two-year period thereafter. A "defective obligation" includes
76
<PAGE>
o a mortgage in default or as to which default is reasonably foreseeable,
o a mortgage as to which a customary representation or warranty made at
the time of transfer to the REMIC Pool has been breached,
o a mortgage that was fraudulently procured by the mortgagor, and
o a mortgage that was not in fact principally secured by real property
(but only if the mortgage is disposed of within 90 days of discovery).
Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until the next scheduled distribution to holders of interests in the REMIC
Pool. A qualified reserve asset is any intangible property held for investment
that is part of any reasonably required reserve maintained by the REMIC Pool to
provide for payments of expenses of the REMIC Pool or amounts due on the
regular or residual interests in the event of defaults (including
delinquencies) on the qualified mortgages, lower than expected reinvestment
returns, prepayment interest shortfalls and certain other contingencies. The
reserve fund will be disqualified if more than 30% of the gross income from the
assets in the fund for the year is derived from the sale or other disposition
of property held for less than three months, unless required to prevent a
default on the regular interests caused by a default on one or more qualified
mortgages. A reserve fund must be reduced "promptly and appropriately" as
payments on the mortgage loans are received. Foreclosure property is real
property acquired by the REMIC Pool in connection with the default or imminent
default of a qualified mortgage, provided the Depositor had no knowledge that
the mortgage loan would go into default at the time it was transferred to the
REMIC Pool. Foreclosure property generally must be disposed of prior to the
close of the third calendar year following the acquisition of the property by
the REMIC Pool, with an extension that may be granted by the IRS.
In addition to the foregoing requirements, the various interests in a
REMIC Pool also must meet certain requirements. All of the interests in a REMIC
Pool must be either of the following: (1) one or more classes of regular
interests or (2) a single class of residual interests on which distributions,
if any, are made pro rata. A regular interest is an interest in a REMIC Pool
that is issued on the Startup Day with fixed terms, is designated as a regular
interest, and unconditionally entitles the holder to receive a specified
principal amount (or other similar amount), and provides that interest payments
(or other similar amounts), if any, at or before maturity either are payable
based on a fixed rate or a qualified variable rate, or consist of a specified,
nonvarying portion of the interest payments on qualified mortgages. The
specified portion may consist of a fixed number of basis points, a fixed
percentage of the total interest, or a fixed or qualified variable or inverse
variable rate on some or all of the qualified mortgages minus a different fixed
or qualified variable rate. The specified principal amount of a regular
interest that provides for interest payments consisting of a specified,
nonvarying portion of interest payments on qualified mortgages may be zero. A
residual interest is an interest in a REMIC Pool other than a regular interest
that is issued on the Startup Day and that is designated as a residual
interest. An interest in a REMIC Pool may be treated as a regular interest even
if payments of principal with respect to that interest are subordinated to
payments on other regular interests or the residual interest in the REMIC Pool,
and are dependent on the absence of defaults or delinquencies on qualified
mortgages or permitted investments, lower than reasonably expected returns on
permitted investments, unanticipated expenses incurred by the REMIC Pool or
prepayment interest shortfalls. Accordingly, the Regular Certificates of a
series will constitute one or more classes of regular interests, and the
Residual Certificates for each REMIC Pool of that series will constitute a
single class of residual interests on which distributions are made pro rata.
If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable year,
the Code provides that the entity will not be treated as a REMIC for that year
and thereafter. In this event, an entity with multiple classes of ownership
interests may be treated as a separate association taxable as a corporation
under Treasury regulations, and the Regular Certificates may be treated as
equity interests in the REMIC Pool. The Code, however, authorizes the Treasury
Department to issue regulations that address situations where failure to meet
one or more of the requirements for REMIC status occurs inadvertently and in
good faith, and disqualification of the REMIC Pool
77
<PAGE>
would occur absent regulatory relief. Investors should be aware, however, that
the Conference Committee Report to the Tax Reform Act of 1986 (the "Reform
Act") indicates that the relief may be accompanied by sanctions, such as the
imposition of a corporate tax on all or a portion of the REMIC Pool's income
for the period of time in which the requirements for REMIC status are not
satisfied.
TAXATION OF REGULAR CERTIFICATES
General
In general, interest, original issue discount and market discount on a
Regular Certificate will be treated as ordinary income to a holder of the
Regular Certificate (the "Regular Certificateholder") as they accrue, and
principal payments on a Regular Certificate will be treated as a return of
capital to the extent of the Regular Certificateholder's basis in the Regular
Certificate allocable thereto. Regular Certificateholders must use the accrual
method of accounting with regard to Regular Certificates, regardless of the
method of accounting otherwise used by those Regular Certificateholders.
Original Issue Discount
Accrual Certificates and principal-only certificates will be, and other
classes of Regular Certificates may be, issued with "original issue discount"
within the meaning of Code Section 1273(a). Holders of any class of Regular
Certificates having original issue discount generally must include original
issue discount in ordinary income for federal income tax purposes as it
accrues, in accordance with the constant yield method that takes into account
the compounding of interest, in advance of receipt of the cash attributable to
that income. The following discussion is based in part on temporary and final
Treasury regulations issued on February 2, 1994, as amended on June 14, 1996
(the "OID Regulations") under Code Sections 1271 through 1273 and 1275 and in
part on the provisions of the Reform Act. Regular Certificateholders should be
aware, however, that the OID Regulations do not adequately address certain
issues relevant to prepayable securities, such as the Regular Certificates. To
the extent those issues are not addressed in those regulations, the Depositor
intends to apply the methodology described in the Conference Committee Report
to the Reform Act. We cannot assure you that the IRS will not take a different
position as to those matters not currently addressed by the OID Regulations.
Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to
apply or depart from the OID Regulations where necessary or appropriate to
ensure a reasonable tax result in light of the applicable statutory provisions.
A tax result will not be considered unreasonable under the anti-abuse rule in
the absence of a substantial effect on the present value of a taxpayer's tax
liability. Investors are advised to consult their own tax advisors as to the
discussion in this prospectus and the appropriate method for reporting interest
and original issue discount with respect to the Regular Certificates.
Each Regular Certificate, except to the extent described below with
respect to a Regular Certificate on which principal is distributed by random
lot ("Random Lot Certificates"), will be treated as a single installment
obligation for purposes of determining the original issue discount includible
in a Regular Certificateholder's income. The total amount of original issue
discount on a Regular Certificate is the excess of the "stated redemption price
at maturity" of the Regular Certificate over its "issue price". The issue price
of a class of Regular Certificates offered pursuant to this prospectus
generally is the first price at which a substantial amount of Regular
Certificates of that class is sold to the public (excluding bond houses,
brokers and underwriters). Although unclear under the OID Regulations, the
Depositor intends to treat the issue price of a class as to which there is no
substantial sale as of the issue date or that is retained by the Depositor as
the fair market value of that class as of the issue date. The issue price of a
Regular Certificate also includes the amount paid by an initial Regular
Certificateholder for accrued interest that relates to a period prior to the
issue date of the Regular Certificate, unless the Regular Certificateholder
elects on its federal income tax return to exclude that amount from the issue
price and to recover it on the first distribution date. The stated redemption
price at maturity of a Regular Certificate always includes the original
principal amount of the Regular Certificate, but generally will not include
distributions of stated interest if those interest distributions constitute
"qualified stated interest". Under the OID Regulations, qualified stated
interest generally means interest payable at a single fixed rate or a qualified
variable rate (as described below) provided that those interest payments are
unconditionally payable at intervals of one year or less during the entire term
of the Regular Certificate. Because there is no penalty or default remedy
78
<PAGE>
in the case of nonpayment of interest with respect to a Regular Certificate, it
is possible that no interest on any class of Regular Certificates will be
treated as qualified stated interest. However, except as provided in the
following three sentences or in the applicable prospectus supplement, because
the underlying mortgage loans provide for remedies in the event of default, we
intend to treat interest with respect to the Regular Certificates as qualified
stated interest. Distributions of interest on an Accrual Certificate, or on
other Regular Certificates with respect to which deferred interest will accrue,
will not constitute qualified stated interest, in which case the stated
redemption price at maturity of the Regular Certificates includes all
distributions of interest as well as principal on those Regular Certificates.
Likewise, we intend to treat an "interest only" class, or a class on which
interest is substantially disproportionate to its principal amount, a so-called
"super-premium" class, as having no qualified stated interest. Where the
interval between the issue date and the first distribution date on a Regular
Certificate is shorter than the interval between subsequent distribution dates,
the interest attributable to the additional days will be included in the stated
redemption price at maturity.
Under a de minimis rule, original issue discount on a Regular Certificate
will be considered to be zero if the original issue discount is less than 0.25%
of the stated redemption price at maturity of the Regular Certificate
multiplied by the weighted average maturity of the Regular Certificate. For
this purpose, the weighted average maturity of the Regular Certificate is
computed as the sum of the amounts determined by multiplying the number of full
years (i.e., rounding down partial years) from the issue date until each
distribution is scheduled to be made by a fraction, the numerator of which is
the amount of each distribution included in the stated redemption price at
maturity of the Regular Certificate and the denominator of which is the stated
redemption price at maturity of the Regular Certificate. The Conference
Committee Report to the Reform Act provides that the schedule of distributions
should be determined in accordance with the assumed rate of prepayment of the
mortgage loans (the "Prepayment Assumption") and the anticipated reinvestment
rate, if any, relating to the Regular Certificates. The Prepayment Assumption
with respect to a Series of Regular Certificates will be set forth in the
related prospectus supplement. Holders generally must report de minimis
original issue discount pro rata as principal payments are received, and that
income will be capital gain if the Regular Certificate is held as a capital
asset. However, under the OID Regulations, Regular Certificateholders may elect
to accrue all de minimis original issue discount as well as market discount and
market premium under the constant yield method. See "--Election to Treat All
Interest Under the Constant Yield Method" below.
A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original
issue discount on the Regular Certificate accrued during an accrual period for
each day on which it holds the Regular Certificate, including the date of
purchase but excluding the date of disposition. We intend to treat the monthly
period ending on the day before each distribution date as the accrual period.
With respect to each Regular Certificate, a calculation will be made of the
original issue discount that accrues during each successive full accrual
period, or shorter period from the date of original issue, that ends on the day
before the related distribution date on the Regular Certificate. The Conference
Committee Report to the Reform Act states that the rate of accrual of original
issue discount is intended to be based on the Prepayment Assumption. Other than
as discussed below with respect to a Random Lot Certificate, the original issue
discount accruing in a full accrual period would be the excess, if any, of
1. the sum of (a) the present value of all of the remaining distributions
to be made on the Regular Certificate as of the end of that accrual
period that are included in the Regular Certificate's stated redemption
price at maturity and (b) the distributions made on the Regular
Certificate during the accrual period that are included in the Regular
Certificate's stated redemption price at maturity, over
2. the adjusted issue price of the Regular Certificate at the beginning of
the accrual period.
The present value of the remaining distributions referred to in the
preceding sentence is calculated based on (1) the yield to maturity of the
Regular Certificate at the issue date, (2) events (including actual
prepayments) that have occurred prior to the end of the accrual period and (3)
the Prepayment Assumption. For these purposes, the adjusted issue price of a
Regular Certificate at the beginning of any accrual period
79
<PAGE>
equals the issue price of the Regular Certificate, increased by the aggregate
amount of original issue discount with respect to the Regular Certificate that
accrued in all prior accrual periods and reduced by the amount of distributions
included in the Regular Certificate's stated redemption price at maturity that
were made on the Regular Certificate in those prior periods. The original issue
discount accruing during any accrual period (as determined in this paragraph)
will then be divided by the number of days in the period to determine the daily
portion of original issue discount for each day in the period. With respect to
an initial accrual period shorter than a full accrual period, the daily
portions of original issue discount must be determined according to an
appropriate allocation under any reasonable method.
Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the mortgage loans that exceed the
Prepayment Assumption, and generally will decrease, but not below zero for any
period, if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the mortgage loans with respect to a Series of
Regular Certificates can result in both a change in the priority of principal
payments with respect to certain classes of Regular Certificates and either an
increase or decrease in the daily portions of original issue discount with
respect to those Regular Certificates.
In the case of a Random Lot Certificate, we intend to determine the yield
to maturity of that certificate based upon the anticipated payment
characteristics of the class as a whole under the Prepayment Assumption. In
general, the original issue discount accruing on each Random Lot Certificate in
a full accrual period would be its allocable share of the original issue
discount with respect to the entire class, as determined in accordance with the
preceding paragraph. However, in the case of a distribution in retirement of
the entire unpaid principal balance of any Random Lot Certificate, or portion
of that unpaid principal balance, (a) the remaining unaccrued original issue
discount allocable to that certificate (or to that portion) will accrue at the
time of that distribution, and (b) the accrual of original issue discount
allocable to each remaining certificate of the class (or the remaining unpaid
principal balance of a partially redeemed Random Lot Certificate after a
distribution of principal has been received) will be adjusted by reducing the
present value of the remaining payments on that class and the adjusted issue
price of that class to the extent attributable to the portion of the unpaid
principal balance of the class that was distributed. We believe that the
foregoing treatment is consistent with the "pro rata prepayment" rules of the
OID Regulations, but with the rate of accrual of original issue discount
determined based on the Prepayment Assumption for the class as a whole. You are
advised to consult your tax advisors as to this treatment.
Acquisition Premium
A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be
required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over the adjusted issue
price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, a
subsequent purchaser may elect to treat all of the acquisition premium under
the constant yield method, as described below under the heading "--Election to
Treat All Interest Under the Constant Yield Method" below.
Variable Rate Regular Certificates
Regular Certificates may provide for interest based on a variable rate.
Under the OID Regulations, interest is treated as payable at a variable rate
if, generally, (1) the issue price does not exceed the original principal
balance by more than a specified amount and (2) the interest compounds or is
payable at least annually at current values of (a) one or more "qualified
floating rates", (b) a single fixed rate and one or more qualified floating
rates, (c) a single "objective rate", or (d) a single fixed rate and a single
objective rate that is a "qualified inverse floating rate". A floating rate is
a qualified floating rate if variations in the rate can reasonably be expected
to measure contemporaneous variations in the cost of newly borrowed funds,
where the rate is subject to a fixed multiple that is greater than 0.65, but
not more than 1.35. The rate may also be increased or decreased by a fixed
spread or subject to a fixed cap or floor, or a cap or floor that is not
reasonably expected as of the issue date to affect the yield of the instrument
significantly. An objective rate (other than a qualified floating rate) is a
rate that is determined using a single fixed formula
80
<PAGE>
and that is based on objective financial or economic information, provided that
the information is not (1) within the control of the issuer or a related party
or (2) unique to the circumstances of the issuer or a related party. A
qualified inverse floating rate is a rate equal to a fixed rate minus a
qualified floating rate that inversely reflects contemporaneous variations in
the cost of newly borrowed funds; an inverse floating rate that is not a
qualified floating rate may nevertheless be an objective rate. A class of
Regular Certificates may be issued under this prospectus that does not have a
variable rate under the OID Regulations, for example, a class that bears
different rates at different times during the period it is outstanding so that
it is considered significantly "front-loaded" or "back-loaded" within the
meaning of the OID Regulations. It is possible that a class of this type may be
considered to bear "contingent interest" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to Regular Certificates. However,
if final regulations dealing with contingent interest with respect to Regular
Certificates apply the same principles as the OID Regulations, those
regulations may lead to different timing of income inclusion than would be the
case under the OID Regulations. Furthermore, application of those principles
could lead to the characterization of gain on the sale of contingent interest
Regular Certificates as ordinary income. Investors should consult their tax
advisors regarding the appropriate treatment of any Regular Certificate that
does not pay interest at a fixed rate or variable rate as described in this
paragraph.
Under the REMIC Regulations, a Regular Certificate (1) bearing a rate that
qualifies as a variable rate under the OID Regulations that is tied to current
values of a variable rate (or the highest, lowest or average of two or more
variable rates), including a rate based on the average cost of funds of one or
more financial institutions, or a positive or negative multiple of a rate (plus
or minus a specified number of basis points), or that represents a weighted
average of rates on some or all of the mortgage loans, including a rate that is
subject to one or more caps or floors, or (2) bearing one or more of these
variable rates for one or more periods or one or more fixed rates for one or
more periods, and a different variable rate or fixed rate for other periods
qualifies as a regular interest in a REMIC. Accordingly, unless otherwise
indicated in the applicable prospectus supplement, we intend to treat Regular
Certificates that qualify as regular interests under this rule in the same
manner as obligations bearing a variable rate for original issue discount
reporting purposes.
The amount of original issue discount with respect to a Regular
Certificate bearing a variable rate of interest will accrue in the manner
described above under "--Original Issue Discount" with the yield to maturity
and future payments on that Regular Certificate generally to be determined by
assuming that interest will be payable for the life of the Regular Certificate
based on the initial rate (or, if different, the value of the applicable
variable rate as of the pricing date) for the relevant class. Unless otherwise
specified in the applicable prospectus supplement, we intend to treat variable
interest as qualified stated interest, other than variable interest on an
interest-only or super-premium class, which will be treated as non-qualified
stated interest includible in the stated redemption price at maturity. Ordinary
income reportable for any period will be adjusted based on subsequent changes
in the applicable interest rate index.
Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, we intend to treat Regular Certificates bearing
an interest rate that is a weighted average of the net interest rates on
mortgage loans or Mortgage Certificates having fixed or adjustable rates, as
having qualified stated interest, except to the extent that initial "teaser"
rates cause sufficiently "back-loaded" interest to create more than de minimis
original issue discount. The yield on those Regular Certificates for purposes
of accruing original issue discount will be a hypothetical fixed rate based on
the fixed rates, in the case of fixed rate mortgage loans, and initial "teaser
rates" followed by fully indexed rates, in the case of adjustable rate mortgage
loans. In the case of adjustable rate mortgage loans, the applicable index used
to compute interest on the mortgage loans in effect on the pricing date (or
possibly the issue date) will be deemed to be in effect beginning with the
period in which the first weighted average adjustment date occurring after the
issue date occurs. Adjustments will be made in each accrual period either
increasing or decreasing the amount of ordinary income reportable to reflect
the actual pass-through interest rate on the Regular Certificates.
81
<PAGE>
Deferred Interest
Under the OID Regulations, all interest on a Regular Certificate as to
which there may be deferred interest is includible in the stated redemption
price at maturity thereof. Accordingly, any deferred interest that accrues with
respect to a class of Regular Certificates may constitute income to the holders
of such Regular Certificates prior to the time distributions of cash with
respect to such deferred interest are made.
Market Discount
A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Section 1276 through 1278. Under these Code sections and
the principles applied by the OID Regulations in the context of original issue
discount, "market discount" is the amount by which the purchaser's original
basis in the Regular Certificate (1) is exceeded by the then-current principal
amount of the Regular Certificate or (2) in the case of a Regular Certificate
having original issue discount, is exceeded by the adjusted issue price of that
Regular Certificate at the time of purchase. The purchaser generally will be
required to recognize ordinary income to the extent of accrued market discount
on the Regular Certificate as distributions includible in the stated redemption
price at maturity of the Regular Certificate are received, in an amount not
exceeding that distribution. The market discount would accrue in a manner to be
provided in Treasury regulations and should take into account the Prepayment
Assumption. The Conference Committee Report to the Reform Act provides that
until regulations are issued, the market discount would accrue either (1) on
the basis of a constant interest rate or (2) in the ratio of stated interest
allocable to the relevant period to the sum of the interest for that period
plus the remaining interest as of the end of that period, or in the case of a
Regular Certificate issued with original issue discount, in the ratio of
original issue discount accrued for the relevant period to the sum of the
original issue discount accrued for that period plus the remaining original
issue discount as of the end of that period. You also generally will be
required to treat a portion of any gain on a sale or exchange of the Regular
Certificate as ordinary income to the extent of the market discount accrued to
the date of disposition under one of the foregoing methods, less any accrued
market discount previously reported as ordinary income as partial distributions
in reduction of the stated redemption price at maturity were received. You will
be required to defer deduction of a portion of the excess of the interest paid
or accrued on indebtedness incurred to purchase or carry a Regular Certificate
over the interest distributable on those Regular Certificates. The deferred
portion of an interest expense in any taxable year generally will not exceed
the accrued market discount on the Regular Certificate for that year. The
deferred interest expense is, in general, allowed as a deduction not later than
the year in which the related market discount income is recognized or the
Regular Certificate is disposed of. As an alternative to the inclusion of
market discount in income on the foregoing basis, you may elect to include
market discount in income currently as it accrues on all market discount
instruments you acquired in that taxable year or thereafter, in which case the
interest deferral rule will not apply. See "--Election to Treat All Interest
Under the Constant Yield Method" below regarding an alternative manner in which
that election may be deemed to be made.
Market discount with respect to a Regular Certificate will be considered
to be zero if the market discount is less than 0.25% of the remaining stated
redemption price at maturity of the Regular Certificate multiplied by the
weighted average maturity of the Regular Certificate (determined as described
above in the third paragraph under "Original Issue Discount") remaining after
the date of purchase. It appears that de minimis market discount would be
reported in a manner similar to de minimis original issue discount. See
"--Original Issue Discount" above. Treasury regulations implementing the market
discount rules have not yet been issued, and therefore investors should consult
their own tax advisors regarding the application of these rules. You should
also consult Revenue Procedure 92-67 concerning the elections to include market
discount in income currently and to accrue market discount on the basis of the
constant yield method.
Premium
A Regular Certificate purchased at a cost greater than its remaining
stated redemption price at maturity generally is considered to be purchased at
a premium. If you hold a Regular Certificate as a "capital asset" within the
meaning of Code Section 1221, you may elect under Code Section 171 to amortize
that premium under the constant yield method. Final regulations with respect to
amortization of bond premium do not by their terms apply to prepayable
obligations such as the Regular Certificates. However, the Conference
82
<PAGE>
Committee Report to the Reform Act indicates a Congressional intent that the
same rules that will apply to the accrual of market discount on installment
obligations will also apply to amortizing bond premium under Code Section 171
on installment obligations such as the Regular Certificates, although it is
unclear whether the alternatives to the constant yield method described above
under "Market Discount" are available. Amortizable bond premium will be treated
as an offset to interest income on a Regular Certificate rather than as a
separate deduction item. See "--Election to Treat All Interest Under the
Constant Yield Method" below regarding an alternative manner in which the Code
Section 171 election may be deemed to be made.
Election to Treat All Interest Under the Constant Yield Method
A holder of a debt instrument such as a Regular Certificate may elect to
treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument subject
to an election, (1) "interest" includes stated interest, original issue
discount, de minimis original issue discount, market discount and de minimis
market discount, as adjusted by any amortizable bond premium or acquisition
premium and (2) the debt instrument is treated as if the instrument were issued
on the holder's acquisition date in the amount of the holder's adjusted basis
immediately after acquisition. It is unclear whether, for this purpose, the
initial Prepayment Assumption would continue to apply or if a new prepayment
assumption as of the date of the holder's acquisition would apply. A holder
generally may make an election on an instrument by instrument basis or for a
class or group of debt instruments. However, if the holder makes an election
with respect to a debt instrument with amortizable bond premium or with market
discount, the holder is deemed to have made elections to amortize bond premium
or to report market discount income currently as it accrues under the constant
yield method, respectively, for all debt instruments acquired by the holder in
the same taxable year or thereafter. The election is made on the holder's
federal income tax return for the year in which the debt instrument is acquired
and is irrevocable except with the approval of the IRS. You should consult
their own tax advisors regarding the advisability of making an election.
Sale or Exchange of Regular Certificates
If you sell or exchange a Regular Certificate, you will recognize gain or
loss equal to the difference, if any, between the amount received and its
adjusted basis in the Regular Certificate. The adjusted basis of a Regular
Certificate generally will equal the cost of the Regular Certificate to the
seller, increased by any original issue discount or market discount previously
included in the seller's gross income with respect to the Regular Certificate
and reduced by amounts included in the stated redemption price at maturity of
the Regular Certificate that were previously received by the seller, by any
amortized premium and by previously recognized losses.
Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
Regular Certificate realized by an investor who holds the Regular Certificate
as a capital asset will be capital gain or loss and will be long-term or
short-term depending on whether the Regular Certificate has been held for the
applicable holding period (described below). That gain will be treated as
ordinary income
1. if a Regular Certificate is held as part of a "conversion transaction"
as defined in Code Section 1258(c), up to the amount of interest that
would have accrued on the Regular Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal
rate under Code Section 1274(d) in effect at the time the taxpayer
entered into the transaction minus any amount previously treated as
ordinary income with respect to any prior distribution of property that
was held as a part of that transaction,
2. in the case of a non-corporate taxpayer, to the extent the taxpayer has
made an election under Code Section 163(d)(4) to have net capital gains
taxed as investment income at ordinary rates, or
3. to the extent that the gain does not exceed the excess, if any, of (a)
the amount that would have been includible in the gross income of the
holder if its yield on the Regular Certificate were 110% of the
applicable Federal rate as of the date of purchase, over (b) the amount
of income actually includible in the gross income of that holder with
respect to the Regular Certificate.
83
<PAGE>
In addition, gain or loss recognized from the sale of a Regular
Certificate by certain banks or thrift institutions will be treated as ordinary
income or loss pursuant to Code Section 582(c). Long-term capital gains of
certain non-corporate taxpayers generally are subject to a lower maximum tax
rate (20%) than ordinary income or short-term capital gains of those taxpayers
(39.6%) for property held for more than one year. The maximum tax rate for
corporations is the same with respect to both ordinary income and capital
gains.
Treatment of Losses
Holders of Regular Certificates will be required to report income with
respect to Regular Certificates on the accrual method of accounting, without
giving effect to delays or reductions in distributions attributable to defaults
or delinquencies on the mortgage loans allocable to a particular class of
Regular Certificates, except to the extent it can be established that those
losses are uncollectible. Accordingly, the holder of a Regular Certificate may
have income, or may incur a diminution in cash flow as a result of a default or
delinquency, but may not be able to take a deduction (subject to the discussion
below) for the corresponding loss until a subsequent taxable year. In this
regard, investors are cautioned that while they may generally cease to accrue
interest income if it reasonably appears that the interest will be
uncollectible, the IRS may take the position that original issue discount must
continue to be accrued in spite of its uncollectibility until the debt
instrument is disposed of in a taxable transaction or becomes worthless in
accordance with the rules of Code Section 166.
Under Code Section 166, it appears that holders of Regular Certificates
that are corporations or that otherwise hold the Regular Certificates in
connection with a trade or business should in general be allowed to deduct, as
an ordinary loss, a loss sustained during the taxable year on account of those
Regular Certificates becoming wholly or partially worthless, and that, in
general, holders of Regular Certificates that are not corporations and do not
hold the Regular Certificates in connection with a trade or business will be
allowed to deduct as a short-term capital loss any loss with respect to
principal sustained during the taxable year on account of a portion of any
class or subclass of those Regular Certificates becoming wholly worthless.
Although the matter is not free from doubt, non-corporate holders of Regular
Certificates should be allowed a bad debt deduction at that time as the
principal balance of any class or subclass of those Regular Certificates is
reduced to reflect losses resulting from any liquidated mortgage loans. The
IRS, however, could take the position that non-corporate holders will be
allowed a bad debt deduction to reflect those losses only after all mortgage
loans remaining in the trust fund have been liquidated or that class of Regular
Certificates has been otherwise retired. The IRS could also assert that losses
on the Regular Certificates are deductible based on some other method that may
defer those deductions for all holders, such as reducing future cash flow for
purposes of computing original issue discount. This may have the effect of
creating "negative" original issue discount which would be deductible only
against future positive original issue discount or otherwise upon termination
of the class. You are urged to consult your own tax advisors regarding the
appropriate timing, amount and character of any loss sustained with respect to
the Regular Certificates. While losses attributable to interest previously
reported as income should be deductible as ordinary losses by both corporate
and non-corporate holders, the IRS may take the position that losses
attributable to accrued original issue discount may only be deducted as
short-term capital losses by non-corporate holders not engaged in a trade or
business. Special loss rules are applicable to banks and thrift institutions,
including rules regarding reserves for bad debts. Banks and thrift institutions
are advised to consult their tax advisors regarding the treatment of losses on
Regular Certificates.
TAXATION OF RESIDUAL CERTIFICATES
Taxation of REMIC Income
Generally, the "daily portions" of REMIC taxable income or net loss will
be includible as ordinary income or loss in determining the federal taxable
income of holders of certain classes of Residual Certificates ("Residual
Certificateholders"), and will not be taxed separately to the REMIC Pool. The
daily portions of REMIC taxable income or net loss of a Residual
Certificateholder are determined by allocating the REMIC Pool's taxable income
or net loss for each calendar quarter ratably to each day in that quarter and
by allocating that daily portion among the Residual Certificateholders in
proportion to their respective holdings of certain classes of Residual
Certificates in the REMIC Pool on that day. REMIC taxable income is
84
<PAGE>
generally determined in the same manner as the taxable income of an individual
using the accrual method of accounting, except that (1) the limitations on
deductibility of investment interest expense and expenses for the production of
income do not apply, (2) all bad loans will be deductible as business bad debts
and (3) the limitation on the deductibility of interest and expenses related to
tax-exempt income will apply. The REMIC Pool's gross income includes interest,
original issue discount income and market discount income, if any, on the
mortgage loans, reduced by amortization of any premium on the mortgage loans,
plus income from amortization of issue premium, if any, on the Regular
Certificates, plus income on reinvestment of cash flows and reserve assets,
plus any cancellation of indebtedness income upon allocation of realized losses
to the Regular Certificates. The REMIC Pool's deductions include interest and
original issue discount expense on the Regular Certificates, servicing fees on
the mortgage loans, other administrative expenses of the REMIC Pool and
realized losses on the mortgage loans. The requirement that Residual
Certificateholders report their pro rata share of taxable income or net loss of
the REMIC Pool will continue until there are no certificates of any class of
the related series outstanding.
The taxable income recognized by a Residual Certificateholder in any
taxable year will be affected by, among other factors, the relationship between
the timing of recognition of interest and original issue discount or market
discount income or amortization of premium with respect to the mortgage loans,
on the one hand, and the timing of deductions for interest (including original
issue discount) on the Regular Certificates or income from amortization of
issue premium on the Regular Certificates, on the other hand. In the event that
an interest in the mortgage loans is acquired by the REMIC Pool at a discount,
and one or more of those mortgage loans is prepaid, the Residual
Certificateholder may recognize taxable income without being entitled to
receive a corresponding amount of cash because (1) the prepayment may be used
in whole or in part to make distributions in reduction of principal on the
Regular Certificates and (2) the discount on the mortgage loans which is
includible in income may exceed the deduction allowed upon those distributions
on those Regular Certificates on account of any unaccrued original issue
discount relating to those Regular Certificates. When there is more than one
class of Regular Certificates that distribute principal sequentially, this
mismatching of income and deductions is particularly likely to occur in the
early years following issuance of the Regular Certificates when distributions
in reduction of principal are being made in respect of earlier classes of
Regular Certificates to the extent that those classes are not issued with
substantial discount. If taxable income attributable to that kind of
mismatching is realized, in general, losses would be allowed in later years as
distributions on the later classes of Regular Certificates are made. Taxable
income may also be greater in earlier years than in later years as a result of
the fact that interest expense deductions, expressed as a percentage of the
outstanding principal amount of that series of Regular Certificates, may
increase over time as distributions in reduction of principal are made on the
lower yielding classes of Regular Certificates, whereas to the extent that the
REMIC Pool includes fixed rate mortgage loans, interest income with respect to
any given mortgage loan will remain constant over time as a percentage of the
outstanding principal amount of that loan. Consequently, Residual
Certificateholders must have sufficient other sources of cash to pay any
federal, state or local income taxes due as a result of that mismatching or
unrelated deductions against which to offset that income, subject to the
discussion of "excess inclusions" below under "--Limitations on Offset or
Exemption of REMIC Income". The timing of that mismatching of income and
deductions described in this paragraph, if present with respect to a series of
certificates, may have a significant adverse effect upon the Residual
Certificateholder's after-tax rate of return. In addition, a Residual
Certificateholder's taxable income during certain periods may exceed the income
reflected by that Residual Certificateholder for those periods in accordance
with generally accepted accounting principles. You should consult their own
accountants concerning the accounting treatment of your investment in Residual
Certificates.
Basis and Losses
The amount of any net loss of the REMIC Pool that you may take into
account is limited to the adjusted basis of the Residual Certificate as of the
close of the quarter (or time of disposition of the Residual Certificate if
earlier), determined without taking into account the net loss for the quarter.
The initial adjusted basis of a purchaser of a Residual Certificate is the
amount paid for that Residual Certificate. The adjusted basis will be increased
by the amount of taxable income of the REMIC Pool reportable by the Residual
Certificateholder and will be decreased (but not below zero), first, by a cash
distribution from the REMIC
85
<PAGE>
Pool and, second, by the amount of loss of the REMIC Pool reportable by the
Residual Certificateholder. Any loss that is disallowed on account of this
limitation may be carried over indefinitely with respect to the Residual
Certificateholder as to whom that loss was disallowed and may be used by that
Residual Certificateholder only to offset any income generated by the same
REMIC Pool.
You will not be permitted to amortize directly the cost of your Residual
Certificate as an offset to its share of the taxable income of the related
REMIC Pool. However, that taxable income will not include cash received by the
REMIC Pool that represents a recovery of the REMIC Pool's basis in its assets.
That recovery of basis by the REMIC Pool will have the effect of amortization
of the issue price of the Residual Certificates over their life. However, in
view of the possible acceleration of the income of Residual Certificateholders
described under "--Taxation of REMIC Income" above, the period of time over
which the issue price is effectively amortized may be longer than the economic
life of the Residual Certificates.
A Residual Certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash
flows. The REMIC Regulations appear to treat the issue price of a residual
interest as zero rather than a negative amount for purposes of determining the
REMIC Pool's basis in its assets. The preamble to the REMIC Regulations states
that the IRS may provide future guidance on the proper tax treatment of
payments made by a transferor of a residual interest to induce the transferee
to acquire the interest, and you should consult your own tax advisors in this
regard.
Further, to the extent that the initial adjusted basis of a Residual
Certificateholder (other than an original holder) in the Residual Certificate
is greater that the corresponding portion of the REMIC Pool's basis in the
mortgage loans, the Residual Certificateholder will not recover a portion of
that basis until termination of the REMIC Pool unless future Treasury
regulations provide for periodic adjustments to the REMIC income otherwise
reportable by that holder. The REMIC Regulations currently in effect do not so
provide. See "--Treatment of Certain Items of REMIC Income and Expense--Market
Discount" below regarding the basis of mortgage loans to the REMIC Pool and
"--Sale or Exchange of a Residual Certificate" below regarding possible
treatment of a loss upon termination of the REMIC Pool as a capital loss.
Treatment of Certain Items of REMIC Income and Expense
Although we intend to compute REMIC income and expense in accordance with
the Code and applicable regulations, the authorities regarding the
determination of specific items of income and expense are subject to differing
interpretations. We make no representation as to the specific method that will
be used for reporting income with respect to the mortgage loans and expenses
with respect to the Regular Certificates, and different methods could result in
different timing of reporting of taxable income or net loss to you or
differences in capital gain versus ordinary income.
Original Issue Discount and Premium. Generally, the REMIC Pool's
deductions for original issue discount and income from amortization of issue
premium will be determined in the same manner as original issue discount income
on Regular Certificates as described under "--Taxation of Regular
Certificates--Original Issue Discount" and "--Variable Rate Regular
Certificates", without regard to the de minimis rule described in that section,
and "--Premium" above.
Deferred Interest. Any deferred interest that accrues with respect to any
adjustable rate mortgage loans held by the REMIC Pool will constitute income to
the REMIC Pool and will be treated in a manner similar to the deferred interest
that accrues with respect to Regular Certificates as described under
"--Taxation of Regular Certificates--Deferred Interest" above.
Market Discount. The REMIC Pool will have market discount income in
respect of mortgage loans if, in general, their unpaid principal balances
exceed the basis of the REMIC Pool allocable to those mortgage loans. The REMIC
Pool's basis in those mortgage loans is generally the fair market value of the
mortgage loans immediately after the transfer of the mortgage loans to the
REMIC Pool. The REMIC Regulations provide that the basis is equal in the
aggregate to the issue prices of all regular and residual interests in the
REMIC Pool (or the fair market value at the Closing Date, in the case of a
retained class). In respect of mortgage loans that have market discount to
which Code Section 1276 applies, the accrued portion of the market discount
would be recognized currently as an item of ordinary income in a manner similar
to original issue discount. Market discount income generally should accrue in
the manner described under "--Taxation of Regular Certificates--Market
Discount" above.
86
<PAGE>
Premium. Generally, if the basis of the REMIC Pool in the mortgage loans
exceeds the unpaid principal balances of the mortgage loans, the REMIC Pool
will be considered to have acquired those mortgage loans at a premium equal to
the amount of that excess. As stated above, the REMIC Pool's basis in mortgage
loans is the fair market value of the mortgage loans, based on the aggregate of
the issue prices (or the fair market value of retained classes) of the regular
and residual interests in the REMIC Pool immediately after the transfer of the
mortgage loans to the REMIC Pool. In a manner analogous to the discussion above
under "--Taxation of Regular Certificates--Premium", a REMIC Pool that holds a
mortgage loan as a capital asset under Code Section 1221 may elect under Code
Section 171 to amortize premium on whole mortgage loans or mortgage loans
underlying MBS that were originated after September 27, 1985 or MBS that are
REMIC regular interests under the constant yield method. Amortizable bond
premium will be treated as an offset to interest income on the mortgage loans,
rather than as a separate deduction item. To the extent that the mortgagors
with respect to the mortgage loans are individuals, Code Section 171 will not
be available for premium on mortgage loans, including underlying mortgage
loans, originated on or prior to September 27, 1985. Premium with respect to
those mortgage loans may be deductible in accordance with a reasonable method
regularly employed by the related holder. The allocation of the premium pro
rata among principal payments should be considered a reasonable method;
however, the IRS may argue that the premium should be allocated in a different
manner, such as allocating the premium entirely to the final payment of
principal.
Limitations on Offset or Exemption of REMIC Income
A portion or all of the REMIC taxable income includible in determining
your federal income tax liability will be subject to special treatment. That
portion, referred to as the "excess inclusion", is equal to the excess of REMIC
taxable income for the calendar quarter allocable to a Residual Certificate
over the daily accruals for that quarterly period of (1) 120% of the long-term
applicable Federal rate that would have applied to the Residual Certificate if
it were a debt instrument, on the Startup Day under Code Section 1274(d),
multiplied by (2) the adjusted issue price of such Residual Certificate at the
beginning of that quarterly period. For this purpose, the adjusted issue price
of a Residual Certificate at the beginning of a quarter is the issue price of
the Residual Certificate, plus the amount of those daily accruals of REMIC
income described in this paragraph for all prior quarters, decreased by any
distributions made with respect to that Residual Certificate prior to the
beginning of that quarterly period. Accordingly, the portion of the REMIC
Pool's taxable income that will be treated as excess inclusions will be a
larger portion of that income as the adjusted issue price of the Residual
Certificates diminishes.
The portion of your REMIC taxable income consisting of the excess
inclusions generally may not be offset by other deductions, including net
operating loss carryforwards, on that Residual Certificateholder's return.
However, net operating loss carryovers are determined without regard to excess
inclusion income. Further, if you are an organization subject to the tax on
unrelated business income imposed by Code Section 511, the excess inclusions
will be treated as unrelated business taxable income of that Residual
Certificateholder for purposes of Code Section 511. In addition, REMIC taxable
income is subject to 30% withholding tax with respect to certain persons who
are not U.S. Persons, as defined below under "--Tax-Related Restrictions on
Transfer of Residual Certificates--Foreign Investors" below, and that portion
attributable to excess inclusions is not eligible for any reduction in the rate
of withholding tax, by treaty or otherwise. See "--Taxation of Certain Foreign
Investors--Residual Certificates" below. Finally, if a real estate investment
trust or a regulated investment company owns a Residual Certificate, a portion
(allocated under Treasury regulations yet to be issued) of dividends paid by
the real estate investment trust or a regulated investment company could not be
offset by net operating losses of its shareholders, would constitute unrelated
business taxable income for tax-exempt shareholders, and would be ineligible
for reduction of withholding to certain persons who are not U.S. Persons. The
SBJPA of 1996 has eliminated the special rule permitting Section 593
institutions ("thrift institutions") to use net operating losses and other
allowable deductions to offset their excess inclusion income from Residual
Certificates that have "significant value" within the meaning of the REMIC
Regulations, effective for taxable years beginning after December 31, 1995,
except with respect to Residual Certificates continuously held by thrift
institutions since November 1, 1995.
In addition, the SBJPA of 1996 provides three rules for determining the
effect of excess inclusions on your alternative minimum taxable income of a
Residual Certificateholder. First, your alternative minimum taxable income is
determined without regard to the special rule, discussed above, that taxable
income
87
<PAGE>
cannot be less than excess inclusions. Second, your alternative minimum taxable
income for a taxable year cannot be less than the excess inclusions for the
year. Third, the amount of any alternative minimum tax net operating loss
deduction must be computed without regard to any excess inclusions. These rules
are effective for taxable years beginning after December 31, 1996, unless you
elect to have those rules apply only to taxable years beginning after August
20, 1996.
Tax-Related Restrictions on Transfer of Residual Certificates
Disqualified Organizations. If any legal or beneficial interest in a
Residual Certificate is transferred to a Disqualified Organization (as defined
below), a tax would be imposed in an amount equal to the product of (1) the
present value of the total anticipated excess inclusions with respect to that
Residual Certificate for periods after the transfer and (2) the highest
marginal federal income tax rate applicable to corporations. The REMIC
Regulations provide that the anticipated excess inclusions are based on actual
prepayment experience to the date of the transfer and projected payments based
on the Prepayment Assumption. The present value rate equals the applicable
Federal rate under Code Section 1274(d) as of the date of the transfer for a
term ending with the last calendar quarter in which excess inclusions are
expected to accrue. The tax generally would be imposed on the transferor of the
Residual Certificate, except that where the transfer is through an agent,
including a broker, nominee or other middleman, for a Disqualified
Organization, the tax would instead be imposed on that agent. However, a
transferor of a Residual Certificate would in no event be liable for the 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 the
affidavit is false. The tax also may be waived by the Treasury Department if
the Disqualified Organization promptly disposes of the residual interest and
the transferor pays income tax at the highest corporate rate on the excess
inclusions for the period the Residual Certificate is actually held by the
Disqualified Organization.
In addition, if a "Pass-Through Entity" (as defined below) has excess
inclusion income with respect to a Residual Certificate during a taxable year
and a Disqualified Organization is the record holder of an equity interest in
that entity, then a tax is imposed on the entity equal to the product of (1)
the amount of excess inclusions on the Residual Certificate that are allocable
to the interest in the Pass-Through Entity during the period the interest is
held by the Disqualified Organization, and (2) the highest marginal federal
corporate income tax rate. This tax would be deductible from the ordinary gross
income of the Pass-Through Entity for the taxable year. The Pass-Through Entity
would not be liable for the tax if it has received an affidavit from the record
holder that it is not a Disqualified Organization or stating the holder's
taxpayer identification number and, during the period that person is the record
holder of the Residual Certificate, the Pass-Through Entity does not have
actual knowledge that the affidavit is false.
For taxable years beginning on or after January 1, 1998, if an "electing
large partnership" holds a Residual Certificate, all interests in the electing
large partnership are treated as held by Disqualified Organizations for
purposes of the tax imposed upon a Pass-Through Entity by section 860E(c) of
the Code. An exception to this tax, otherwise available to a Pass-Through
Entity that is furnished certain affidavits by record holders of interests in
the entity and that does not know the affidavits are false, is not available to
an electing partnership.
For these purposes, (1) "Disqualified Organization" means the United
States, any state or one of their political subdivisions, any foreign
government, any international organization, any agency or instrumentality of
any of the foregoing (provided, that the term does not include an
instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by one of those governmental entities),
any cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C),
and any organization (other than a farmers' cooperative described in Code
Section 521) that is exempt from taxation under the Code unless that
organization is subject to the tax on unrelated business income imposed by Code
Section 511, (2) "Pass-Through Entity" means any regulated investment company,
real estate investment trust, common trust fund, partnership, trust or estate
and certain corporations operating on a cooperative basis. Except as may be
provided in Treasury regulations, any person holding an interest in a
Pass-Through Entity as a
88
<PAGE>
nominee for another will, with respect to that interest, be treated as a
Pass-Through Entity, and (3) an "electing large partnership" means any
partnership having more than 100 members during the preceding tax year (other
than certain service partnerships and commodity pools), which elect to apply
simplified reporting provisions under the Code.
The Pooling Agreement with respect to a series of certificates will
provide that no legal or beneficial interest in a Residual Certificate may be
transferred unless (1) the proposed transferee provides to the transferor and
the trustee an affidavit providing its taxpayer identification number and
stating that the transferee is the beneficial owner of the Residual
Certificate, is not a Disqualified Organization and is not purchasing the
Residual Certificates on behalf of a Disqualified Organization (i.e., as a
broker, nominee or other middleman), and (2) the transferor provides a
statement in writing to the Depositor and the trustee that it has no actual
knowledge that the affidavit is false. Moreover, the Pooling Agreement will
provide that any attempted or purported transfer in violation of these transfer
restrictions will be null and void and will vest no rights in any purported
transferee. Each Residual Certificate with respect to a series will bear a
legend referring to the restrictions on transfer, and each Residual
Certificateholder will be deemed to have agreed, as a condition of ownership of
the Residual Certificates, to any amendments to the related Pooling Agreement
required under the Code or applicable Treasury regulations to effectuate the
foregoing restrictions. Information necessary to compute an applicable excise
tax must be furnished to the IRS and to the requesting party within 60 days of
the request, and the Depositor or the trustee may charge a fee for computing
and providing that information.
Noneconomic Residual Interests. The REMIC Regulations would disregard
certain transfers of Residual Certificates, in which case the transferor would
continue to be treated as the owner of the Residual Certificates and thus would
continue to be subject to tax on its allocable portion of the net income of the
REMIC Pool. Under the REMIC Regulations, a transfer of a "noneconomic residual
interest" (as defined below) to a Residual Certificateholder (other than a
Residual Certificateholder who is not a U.S. Person, as defined under
"--Foreign Investors" below) is disregarded for all federal income tax purposes
if a significant purpose of the transferor is to impede the assessment or
collection of tax. A residual interest in a REMIC, including a residual
interest with a positive value at issuance, is a "noneconomic residual
interest" unless, at the time of the transfer, (1) the present value of the
expected future distributions on the residual interest at least equals the
product of the present value of the anticipated excess inclusions and the
highest corporate income tax rate in effect for the year in which the transfer
occurs, and (2) the transferor reasonably expects that the transferee will
receive distributions from the REMIC at or after the time at which taxes accrue
on the anticipated excess inclusions in an amount sufficient to satisfy the
accrued taxes. The anticipated excess inclusions and the present value rate are
determined in the same manner as set forth under "--Disqualified Organizations"
above. The REMIC Regulations explain that a significant purpose to impede the
assessment or collection of tax exists if the transferor, at the time of the
transfer, either knew or should have known that the transferee would be
unwilling or unable to pay taxes due on its share of the taxable income of the
REMIC. A safe harbor is provided if (1) the transferor conducted, at the time
of the transfer, a reasonable investigation of the financial condition of the
transferee and found that the transferee historically had paid its debts as
they came due and found no significant evidence to indicate that the transferee
would not continue to pay its debts as they came due in the future, and (2) the
transferee represents to the transferor that it understands that, as the holder
of the noneconomic residual interest, the transferee may incur tax liabilities
in excess of cash flows generated by the interest and that the transferee
intends to pay taxes associated with holding the residual interest as they
become due. The Pooling Agreement with respect to each series of certificates
will require the transferee of a Residual Certificate to certify to the matters
in the preceding sentence as part of the affidavit described under the heading
"--Disqualified Organizations" above. The transferor must have no actual
knowledge or reason to know that those statements are false.
In addition to the two conditions set forth above for the transferor of a
noneconomic residual interest to be presumed not to have knowledge that the
transferee would be unwilling or unable to pay taxes due on its share of the
taxable income of the REMIC, recently proposed Treasury regulations would add a
third condition for the transferor to be presumed to lack such knowledge. This
third condition would require that the present value of the anticipated tax
liabilities associated with holding the noneconomic residual interest not
exceed the sum of:
89
<PAGE>
(i) the present value of any consideration given to the transferee to
acquire the interest;
(ii) the present value of the expected future distributions on the
interest; and
(iii) the present value of the anticipated tax savings associated with
holding the interest as the REMIC generates losses.
For purposes of the computations under this third condition, the transferee is
assumed to pay tax at the highest corporate rate of tax specified in Section
11(b)(1) of the Code (currently 35%). Further, present values generally are
computed using a discount rate equal to the applicable Federal rate set forth
in Section 1274(d) of the Code compounded semiannually. However, a lower rate
may be used if the transferee can demonstrate that it regularly borrows, in the
course of its trade or business, substantial funds at such lower rate from
unrelated third parties. In some situations, to satisfy this third condition,
the transferor of a noneconomic residual interest may have to pay more
consideration to the transferee than would otherwise be the case if the
proposed regulations were not applicable. If adopted, the proposed regulations
would apply to the transfer of a noneconomic residual interest made on or after
February 4, 2000. Prospective investors should consult their own tax advisors
as to the applicability and effect of the proposed regulations.
Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"
will be disregarded for all federal tax purposes. This rule appears intended to
apply to a transferee who is not a "U.S. Person" (as defined below), unless the
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A Residual Certificate is deemed to have tax
avoidance potential unless, at the time of the transfer, (1) the future value
of expected distributions equals at least 30% of the anticipated excess
inclusions after the transfer, and (2) the transferor reasonably expects that
the transferee will receive sufficient distributions from the REMIC Pool at or
after the time at which the excess inclusions accrue and prior to the end of
the next succeeding taxable year for the accumulated withholding tax liability
to be paid. If the non-U.S. Person transfers the Residual Certificates back to
a U.S. Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.
The prospectus supplement relating to a series of certificates may provide
that a Residual Certificate may not be purchased by or transferred to any
person that is not a U.S. Person or may describe the circumstances and
restrictions pursuant to which a transfer may be made. The term "U.S. Person"
means a citizen or resident of the United States, a corporation, or partnership
(except to the extent provided in applicable Treasury regulations) created or
organized in or under the laws of the United States, any state, or the District
of Columbia, or their political subdivisions, including any entity treated as a
corporation or partnership for federal income tax purposes, an estate that is
subject to United States federal income tax regardless of the source of its
income, or a trust if a court within the United States is able to exercise
primary supervision over the administration of that trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of that
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
Sale or Exchange of a Residual Certificate
Upon the sale or exchange of a Residual Certificate, you will recognize
gain or loss equal to the excess, if any, of the amount realized over your
adjusted basis, as described under "--Taxation of Residual Certificates--Basis
and Losses" above, in the Residual Certificate at the time of the sale or
exchange. In addition to reporting the taxable income of the REMIC Pool, you
will have taxable income to the extent that any cash distribution to it from
the REMIC Pool exceeds the adjusted basis on that distribution date. That
income will be treated as gain from the sale or exchange of the Residual
Certificates. It is possible that the termination of the REMIC Pool may be
treated as a sale or exchange of Residual Certificates, in which case, you have
an adjusted basis in the Residual Certificates remaining when its interest in
the REMIC Pool terminates, and if you hold the Residual Certificate as a
capital asset under Code Section 1221, then you will recognize a capital loss
at that time in the amount of the remaining adjusted basis.
90
<PAGE>
Any gain on the sale of Residual Certificates will be treated as ordinary
income (1) if you hold the Residual Certificates as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on your net investment in the conversion transaction at
120% of the appropriate applicable Federal rate in effect at the time the
taxpayer entered into the transaction minus any amount previously treated as
ordinary income with respect to any prior disposition of property that was held
as a part of that transaction or (2) if you are a non-corporate taxpayer, to
the extent that you have made an election under Code Section 163(d)(4) to have
net capital gains taxed as investment income at ordinary income rates. In
addition, gain or loss recognized from the sale of a Residual Certificate by
certain banks or thrift institutions will be treated as ordinary income or loss
pursuant to Code Section 582(c).
The Conference Committee Report to the Reform Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code
Section 1091 will apply to dispositions of Residual Certificates where the
seller of those certificates, during the period beginning six months before the
sale or disposition of the Residual Certificate and ending six months after the
sale or disposition, acquires (or enters into any other transaction that
results in the application of Section 1091) any residual interest in any REMIC
or any interest in a "taxable mortgage pool" (such as a non-REMIC owner trust)
that is economically comparable to a Residual Certificate.
Mark to Market Regulations
The IRS has issued regulations, the "Mark to Market Regulations", under
Code Section 475 relating to the requirement that a securities dealer mark to
market securities held for sale to customers. This mark-to-market requirement
applies to all securities of 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
Residual Certificate is not treated as a security and thus may not be marked to
market. The Mark to Market Regulations apply to all Residual Certificates
acquired on or after January 4, 1995.
TAXES THAT MAY BE IMPOSED ON THE REMIC POOL
Prohibited Transactions
Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss includible
in the federal income tax returns of Residual Certificateholders, but rather
will be taxed directly to the REMIC Pool at a 100% rate. Prohibited
transactions generally include
1. the disposition of a qualified mortgage other than for (a) substitution
within two years of the Startup Day for a defective (including a
defaulted) obligation (or repurchase in lieu of substitution of a
defective (including a defaulted) obligation at any time) or for any
qualified mortgage within three months of the Startup Day, (b)
foreclosure, default or imminent default of a qualified mortgage, (c)
bankruptcy or insolvency of the REMIC Pool or (d) a qualified (complete)
liquidation,
2. the receipt of income from assets that are not the type of mortgages or
investments that the REMIC Pool is permitted to hold,
3. the receipt of compensation for services or
4. the receipt of gain from disposition of cash flow investments other
than pursuant to a qualified liquidation.
Notwithstanding (1) and (4) it is not a prohibited transaction to sell
REMIC Pool property to prevent a default on Regular Certificates as a result of
a default on qualified mortgages or to facilitate a clean-up call, generally,
an optional termination to save administrative costs when no more than a small
percentage of the certificates is outstanding. The REMIC Regulations indicate
that the modification of a mortgage loan generally will not be treated as a
disposition if it is occasioned by a default or reasonably foreseeable default,
an assumption of the mortgage loan, the waiver of a due-on-sale or
due-on-encumbrance clause or the conversion of an interest rate by a mortgagor
pursuant to the terms of a convertible adjustable rate mortgage loan.
91
<PAGE>
Contributions to the REMIC Pool After the Startup Day
In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.
Exceptions are provided for cash contributions to the REMIC Pool (1) during the
three months following the Startup Day, (2) made to a qualified reserve fund by
a Residual Certificateholder, (3) in the nature of a guarantee, (4) made to
facilitate a qualified liquidation or clean-up call and (5) as otherwise
permitted in Treasury regulations yet to be issued.
Net Income from Foreclosure Property
The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property", determined by
reference to the rules applicable to real estate investment trusts. Generally,
property acquired by deed in lieu of foreclosure would be treated as
"foreclosure property" for a period ending with the third calendar year
following the year of acquisition of that property, with a possible extension.
Net income from foreclosure property generally means gain from the sale of a
foreclosure property that is inventory property and gross income from
foreclosure property other than qualifying rents and other qualifying income
for a real estate investment trust.
It is not anticipated that the REMIC Pool will receive income or
contributions subject to tax under the preceding three paragraphs, except as
described in the applicable prospectus supplement with respect to net income
from foreclosure property on a commercial or multifamily residential property
that secured a mortgage loan. In addition, unless otherwise disclosed in the
applicable prospectus supplement, it is not anticipated that any material state
income or franchise tax will be imposed on a REMIC Pool.
LIQUIDATION OF THE REMIC POOL
If a REMIC Pool adopts a plan of complete liquidation, within the meaning
of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in
the REMIC Pool's final tax return a date on which that adoption is deemed to
occur, and sells all of its assets (other than cash) within a 90-day period
beginning on the date of the adoption of the plan of liquidation, the REMIC
Pool will not be subject to the prohibited transaction rules on the sale of its
assets, provided that the REMIC Pool credits or distributes in liquidation all
of the sale proceeds plus its cash (other than amounts retained to meet claims)
to holders of Regular Certificates and Residual Certificateholders within the
90-day period.
ADMINISTRATIVE MATTERS
The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in
a manner similar to a partnership. The form for that income tax return is Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The
trustee will be required to sign the REMIC Pool's returns. Treasury regulations
provide that, except where there is a single Residual Certificateholder for an
entire taxable year, the REMIC Pool will be subject to the procedural and
administrative rules of the Code applicable to partnerships, including the
determination by the IRS of any adjustments to, among other things, items of
REMIC income, gain, loss, deduction or credit in a unified administrative
proceeding. The Residual Certificateholder owning the largest percentage
interest in the Residual Certificates will be obligated to act as "tax matters
person", as defined in applicable Treasury regulations, with respect to the
REMIC Pool. Each Residual Certificateholder will be deemed, by acceptance of
the Residual Certificates, to have agreed (1) to the appointment of the tax
matters person as provided in the preceding sentence and (2) to the irrevocable
designation of the master servicer as agent for performing the functions of the
tax matters person.
LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES
An investor who is an individual, estate or trust will be subject to
limitation with respect to certain itemized deductions described in Code
Section 67, to the extent that those itemized deductions, in the aggregate, do
not exceed 2% of the investor's adjusted gross income. In addition, Code
Section 68 provides that itemized deductions otherwise allowable for a taxable
year of an individual taxpayer will be reduced by the lesser of (1) 3% of the
excess, if any, of adjusted gross income over $128,950 for 2000 ($64,475 in the
92
<PAGE>
case of a married individual filing a separate return) (subject to annual
adjustments for inflation) or (2) 80% of the amount of itemized deductions
otherwise allowable for that year. In the case of a REMIC Pool, those
deductions may include deductions under Code Section 212 for the servicing fee
and all administrative and other expenses relating to the REMIC Pool, or any
similar expenses allocated to the REMIC Pool with respect to a regular interest
it holds in another REMIC. Those investors who hold REMIC Certificates either
directly or indirectly through certain pass-through entities may have their pro
rata share of those expenses allocated to them as additional gross income, but
may be subject to those limitation on deductions. In addition, those expenses
are not deductible at all for purposes of computing the alternative minimum
tax, and may cause those investors to be subject to significant additional tax
liability. Temporary Treasury regulations provide that the additional gross
income and corresponding amount of expenses generally are to be allocated
entirely to the holders of Residual Certificates in the case of a REMIC Pool
that would not qualify as a fixed investment trust in the absence of a REMIC
election. However, that additional gross income and limitation on deductions
will apply to the allocable portion of those expenses to holders of Regular
Certificates, as well as holders of Residual Certificates, where those Regular
Certificates are issued in a manner that is similar to pass-through
certificates in a fixed investment trust. In general, that allocable portion
will be determined based on the ratio that a REMIC Certificateholder's income,
determined on a daily basis, bears to the income of all holders of Regular
Certificates and Residual Certificates with respect to a REMIC Pool. As a
result, individuals, estates or trusts holding REMIC Certificates (either
directly or indirectly through a grantor trust, partnership, S corporation,
REMIC, or certain other pass-through entities described in the foregoing
temporary Treasury regulations) may have taxable income in excess of the
interest income at the pass-through rate on Regular Certificates that are
issued in a single class or otherwise consistently with fixed investment trust
status or in excess of cash distributions for the related period on Residual
Certificates. Unless otherwise indicated in the applicable prospectus
supplement, all those expenses will be allocable to the Residual Certificates.
TAXATION OF CERTAIN FOREIGN INVESTORS
Regular Certificates
Interest, including original issue discount, distributable to Regular
Certificateholders who are non-resident aliens, foreign corporations, or other
Non-U.S. Persons (as defined below), will be considered "portfolio interest"
and, therefore, generally will not be subject to 30% United States withholding
tax, provided that the Non-U.S. Person (1) is not a "10-percent shareholder"
within the meaning of Code Section 871(h)(3)(B) or a controlled foreign
corporation described in Code Section 881(c)(3)(C) and (2) provides the
trustee, or the person who would otherwise be required to withhold tax from
those distributions under Code Section 1441 or 1442, with an appropriate
statement, signed under penalties of perjury, identifying the beneficial owner
and stating, among other things, that the beneficial owner of the Regular
Certificate is a Non-U.S. Person. If that statement, or any other required
statement, is not provided, 30% withholding will apply unless reduced or
eliminated pursuant to an applicable tax treaty or unless the interest on the
Regular Certificate is effectively connected with the conduct of a trade or
business within the United States by the Non-U.S. Person. In the latter case,
the Non-U.S. Person will be subject to United States federal income tax at
regular rates. Prepayment Premiums distributable to Regular Certificateholders
who are Non-U.S. Persons may be subject to 30% United States withholding tax.
Investors who are Non-U.S. Persons should consult their own tax advisors
regarding the specific tax consequences to them of owning a Regular
Certificate. The term "Non-U.S. Person" means any person who is not a U.S.
Person.
The IRS has issued final regulations (the "New Regulations") which provide
new procedures for satisfying the beneficial ownership certification
requirement described above. The New Regulations are effective January 1, 2001.
A new series of withholding certificates must be used after December 31, 2000
or the due date of expiration of the certificate under the rules as currently
in effect. The New Regulations require, in the case of Regular Certificates
held by a foreign partnership, that (1) the certification described above be
provided by the partners rather than by the foreign partnership and (2) the
partnership provide certain information, including a United States taxpayer
identification number in certain circumstances. A look-through rule would apply
in the case of tiered partnerships. Non-U.S. Persons should consult their own
tax advisors concerning the application of the certification requirements in
the New Regulations.
93
<PAGE>
Residual Certificates
The Conference Committee Report to the Reform Act indicates that amounts
paid to Residual Certificateholders who are Non-U.S. Persons are treated as
interest for purposes of the 30% (or lower treaty rate) United States
withholding tax. Treasury regulations provide that amounts distributed to
Residual Certificateholders may qualify as "portfolio interest", subject to the
conditions described in "Regular Certificates" above, but only to the extent
that (1) the mortgage loans (including mortgage loans underlying MBS) were
issued after July 18, 1984 and (2) the trust fund or segregated pool of assets
in the trust fund (as to which a separate REMIC election will be made), to
which the Residual Certificate relates, consists of obligations issued in
"registered form" within the meaning of Code Section 163(f)(1). Generally,
whole mortgage loans will not be, but MBS and regular interests in another
REMIC Pool will be, considered obligations issued in registered form.
Furthermore, a Residual Certificateholder will not be entitled to any exemption
from the 30% withholding tax (or lower treaty rate) to the extent of that
portion of REMIC taxable income that constitutes an "excess inclusion". See
"--Taxation of Residual Certificates--Limitations on Offset or Exemption of
REMIC Income" above. If the amounts paid to Residual Certificateholders who are
Non-U.S. Persons are effectively connected with the conduct of a trade or
business within the United States by Non-U.S. Persons, 30% (or lower treaty
rate) withholding will not apply. Instead, the amounts paid to Non-U.S. Persons
will be subject to United States federal income tax at regular rates. If 30%
(or lower treaty rate) withholding is applicable, those amounts generally will
be taken into account for purposes of withholding only when paid or otherwise
distributed (or when the Residual Certificate is disposed of) under rules
similar to withholding upon disposition of debt instruments that have original
issue discount. See "--Tax-Related Restrictions on Transfer of Residual
Certificates--Foreign Investors" above concerning the disregard of certain
transfers having "tax avoidance potential". Investors who are Non-U.S. Persons
should consult their own tax advisors regarding the specific tax consequences
to them of owning Residual Certificates.
BACKUP WITHHOLDING
Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to a
"backup" withholding tax under Code Section 3406 of 31% on "reportable
payments" (including interest distributions, original issue discount, and,
under certain circumstances, principal distributions) unless the Regular
Certificateholder complies with certain reporting and/or certification
procedures, including the provision of its taxpayer identification number to
the trustee, its agent or the broker who effected the sale of the Regular
Certificate, or that certificateholder is otherwise an exempt recipient under
applicable provisions of the Code. Any amounts to be withheld from distribution
on the Regular Certificates would be refunded by the IRS or allowed as a credit
against the Regular Certificateholder's federal income tax liability. The New
Regulations change certain of the rules relating to certain presumptions
currently available relating to information reporting and backup withholding.
Non-U.S. Persons are urged to contact their own tax advisors regarding the
application to them of backup and withholding and information reporting.
REPORTING REQUIREMENTS
Reports of accrued interest, original issue discount and information
necessary to compute the accrual of any market discount on the Regular
Certificates will be made annually to the IRS and to individuals, estates,
non-exempt and non-charitable trusts, and partnerships who are either holders
of record of Regular Certificates or beneficial owners who own Regular
Certificates through a broker or middleman as nominee. All brokers, nominees
and all other non-exempt holders of record of Regular Certificates (including
corporations, non-calendar year taxpayers, securities or commodities dealers,
real estate investment trusts, investment companies, common trust funds, thrift
institutions and charitable trusts) may request that information for any
calendar quarter by telephone or in writing by contacting the person designated
in IRS Publication 938 with respect to a particular series of Regular
Certificates. Holders through nominees must request that information from the
nominee.
94
<PAGE>
The IRS' Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.
Treasury regulations require that Schedule Q be furnished by the REMIC Pool to
each Residual Certificateholder by the end of the month following the close of
each calendar quarter (41 days after the end of a quarter under proposed
Treasury regulations) in which the REMIC Pool is in existence.
Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual
Certificateholders, furnished annually, if applicable, to holders of Regular
Certificates, and filed annually with the IRS concerning Code Section 67
expenses, see "--Limitations on Deduction of Certain Expenses" above, allocable
to those holders. Furthermore, under those regulations, information must be
furnished quarterly to Residual Certificateholders, furnished annually to
holders of Regular Certificates, and filed annually with the IRS concerning the
percentage of the REMIC Pool's assets meeting the qualified asset tests
described under "--Status of REMIC Certificates" above.
95
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS
TO WHICH NO REMIC ELECTION IS MADE
STANDARD CERTIFICATES
General
In the event that no election is made to treat a trust fund (or a
segregated pool of assets in the trust fund) with respect to a series of
certificates that are not designated as "Stripped Certificates", as described
below, as a REMIC (certificates of that kind of series are referred to as
"Standard Certificates"), in the opinion of Cadwalader, Wickersham & Taft the
trust fund will be classified as a grantor trust under subpart E, Part 1 of
subchapter J of the Code and not as an association taxable as a corporation or
a "taxable mortgage pool" within the meaning of Code Section 7701(i). Where
there is no fixed retained yield with respect to the mortgage loans underlying
the Standard Certificates, the holder of a Standard Certificate (a "Standard
Certificateholder") in that series will be treated as the owner of a pro rata
undivided interest in the ordinary income and corpus portions of the trust fund
represented by its Standard Certificate and will be considered the beneficial
owner of a pro rata undivided interest in each of the mortgage loans, subject
to the discussion under "--Recharacterization of Servicing Fees" below.
Accordingly, the holder of a Standard Certificate of a particular series will
be required to report on its federal income tax return its pro rata share of
the entire income from the mortgage loans represented by its Standard
Certificate, including interest at the coupon rate on those mortgage loans,
original issue discount (if any), prepayment fees, assumption fees, and late
payment charges received by the master servicer, in accordance with that
Standard Certificateholder's method of accounting. A Standard Certificateholder
generally will be able to deduct its share of the servicing fee and all
administrative and other expenses of the trust fund in accordance with its
method of accounting, provided that those amounts are reasonable compensation
for services rendered to that trust fund. However, investors who are
individuals, estates or trusts who own Standard Certificates, either directly
or indirectly through certain pass-through entities, will be subject to
limitation with respect to certain itemized deductions described in Code
Section 67, including deductions under Code Section 212 for the servicing fee
and all the administrative and other expenses of the trust fund, to the extent
that those deductions, in the aggregate, do not exceed two percent of an
investor's adjusted gross income. In addition, Code Section 68 provides that
itemized deductions otherwise allowable for a taxable year of an individual
taxpayer will be reduced by the lesser of (1) 3% of the excess, if any, of
adjusted gross income over $128,950 for 2000 ($64,475 in the case of a married
individual filing a separate return) (subject to annual adjustments for
inflation), or (2) 80% of the amount of itemized deductions otherwise allowable
for that year. As a result, those investors holding Standard Certificates,
directly or indirectly through a pass-through entity, may have aggregate
taxable income in excess of the aggregate amount of cash received on those
Standard Certificates with respect to interest at the pass-through rate on
those Standard Certificates. In addition, those expenses are not deductible at
all for purposes of computing the alternative minimum tax, and may cause the
investors to be subject to significant additional tax liability. Moreover,
where there is fixed retained yield with respect to the mortgage loans
underlying a series of Standard Certificates or where the servicing fee is in
excess of reasonable servicing compensation, the transaction will be subject to
the application of the "stripped bond" and "stripped coupon" rules of the Code,
as described under "--Stripped Certificates" and "--Recharacterization of
Servicing Fees", below.
Tax Status
In the opinion of Cadwalader, Wickersham & Taft, Standard Certificates
will have the following status for federal income tax purposes:
1. Standard Certificate owned by a "domestic building and loan
association" within the meaning of Code Section 7701(a)(19) will be
considered to represent "loans . . . secured by an interest in real
property which is . . . residential real property" within the meaning of
Code Section 7701(a)(19)(C)(v), provided that the real property securing
the mortgage loans represented by that Standard Certificate is of the
type described in that section of the Code.
2. Standard Certificate owned by a real estate investment trust will be
considered to represent "real estate assets" within the meaning of Code
Section 856(c)(4)(A) to the extent that the assets of the
96
<PAGE>
related trust fund consist of qualified assets, and interest income on
those assets will be considered "interest on obligations secured by
mortgages on real property" to such extent within the meaning of Code
Section 856(c)(3)(B).
3. Standard Certificate owned by a REMIC will be considered to represent
an "obligation . . . which is principally secured by an interest in real
property" within the meaning of Code Section 860G(a)(3)(A) to the extent
that the assets of the related trust fund consist of "qualified
mortgages" within the meaning of Code Section 860G(a)(3).
4. Standard Certificate owned by a financial asset securitization
investment trust will be considered to represent "permitted assets"
within the meaning of Code Section 860(L)(c).
Premium and Discount
Standard Certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either
upon initial acquisition of Standard Certificates or thereafter.
Premium. The treatment of premium incurred upon the purchase of a Standard
Certificate will be determined generally as described under "--Federal Income
Tax Consequences for REMIC Certificates-- Taxation of Residual
Certificates--Treatment of Certain Items of REMIC Income and Expense--Premium"
above.
Original Issue Discount. The original issue discount rules will be
applicable to a Standard Certificateholder's interest in those mortgage loans
as to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount income are applicable
to mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate mortgagors (other than individuals) originated after July 1, 1982,
and mortgages of individuals originated after March 2, 1984. Under the OID
Regulations, the original issue discount could arise by the charging of points
by the originator of the mortgages in an amount greater than a statutory de
minimis exception, including a payment of points currently deductible by the
borrower under applicable Code provisions or, under certain circumstances, by
the presence of "teaser rates" on the mortgage loans.
Original issue discount must generally be reported as ordinary gross
income as it accrues under a constant interest method that takes into account
the compounding of interest, in advance of the cash attributable to that
income. Unless indicated otherwise in the applicable prospectus supplement, no
prepayment assumption will be assumed for purposes of that accrual. However,
Code Section 1272 provides for a reduction in the amount of original issue
discount includible in the income of a holder of an obligation that acquires
the obligation after its initial issuance at a price greater than the sum of
the original issue price and the previously accrued original issue discount,
less prior payments of principal. Accordingly, if the mortgage loans acquired
by a Standard Certificateholder are purchased at a price equal to the then
unpaid principal amount of the mortgage loans, no original issue discount
attributable to the difference between the issue price and the original
principal amount of the mortgage loans (i.e., points) will be includible by
that holder.
Market Discount. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of
those sections are met. Market discount on the mortgage loans will be
determined and will be reported as ordinary income generally in the manner
described under "--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Market Discount" above, except
that the ratable accrual methods described there will not apply and it is
unclear whether a Prepayment Assumption would apply. Rather, the holder will
accrue market discount pro rata over the life of the mortgage loans, unless the
constant yield method is elected. Unless indicated otherwise in the applicable
prospectus supplement, no prepayment assumption will be assumed for purposes of
that accrual.
Recharacterization of Servicing Fees
If the servicing fee paid to the master servicer were deemed to exceed
reasonable servicing compensation, the amount of that excess would represent
neither income nor a deduction to
97
<PAGE>
certificateholders. In this regard, there are no authoritative guidelines for
federal income tax purposes as to either the maximum amount of servicing
compensation that may be considered reasonable in the context of this or
similar transactions or whether, in the case of the Standard Certificate, the
reasonableness of servicing compensation should be determined on a weighted
average or loan-by-loan basis. If a loan-by-loan basis is appropriate, the
likelihood that the amount would exceed reasonable servicing compensation as to
some of the mortgage loans would be increased. IRS guidance indicates that a
servicing fee in excess of reasonable compensation ("excess servicing") will
cause the mortgage loans to be treated under the "stripped bond" rules. That
guidance provides safe harbors for servicing deemed to be reasonable and
requires taxpayers to demonstrate that the value of servicing fees in excess of
those amounts is not greater than the value of the services provided.
Accordingly, if the IRS' approach is upheld, a servicer who receives a
servicing fee in excess of those amounts would be viewed as retaining an
ownership interest in a portion of the interest payments on the mortgage loans.
Under the rules of Code Section 1286, the separation of ownership of the right
to receive some or all of the interest payments on an obligation from the right
to receive some or all of the principal payments on the obligation would result
in treatment of those mortgage loans as "stripped coupons" and "stripped
bonds". Subject to the de minimis rule discussed under "--Stripped
Certificates" below, each stripped bond or stripped coupon could be considered
for this purpose as a non-interest bearing obligation issued on the date of
issue of the Standard Certificates, and the original issue discount rules of
the Code would apply to that holder. While Standard Certificateholders would
still be treated as owners of beneficial interests in a grantor trust for
federal income tax purposes, the corpus of the trust could be viewed as
excluding the portion of the mortgage loans the ownership of which is
attributed to the master servicer, or as including that portion as a second
class of equitable interest. Applicable Treasury regulations treat that
arrangement as a fixed investment trust, since the multiple classes of trust
interests should be treated as merely facilitating direct investments in the
trust assets and the existence of multiple classes of ownership interests is
incidental to that purpose. In general, a recharacterization should not have
any significant effect upon the timing or amount of income reported by a
Standard Certificateholder, except that the income reported by a cash method
holder may be slightly accelerated. See "--Stripped Certificates" below for a
further description of the federal income tax treatment of stripped bonds and
stripped coupons.
Sale or Exchange of Standard Certificates
Upon sale or exchange of a Standard Certificate, a Standard
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its aggregate adjusted basis in the
mortgage loans and the other assets represented by the Standard Certificate. In
general, the aggregate adjusted basis will equal the Standard
Certificateholder's cost for the Standard Certificate, increased by the amount
of any income previously reported with respect to the Standard Certificate and
decreased by the amount of any losses previously reported with respect to the
Standard Certificate and the amount of any distributions received on those
Standard Certificates. Except as provided above with respect to market discount
on any mortgage loans, and except for certain financial institutions subject to
the provisions of Code Section 582(c), that gain or loss would be capital gain
or loss if the Standard Certificate was held as a capital asset. However, gain
on the sale of a Standard Certificate will be treated as ordinary income (1) if
a Standard Certificate is held as part of a "conversion transaction" as defined
in Code Section 1258(c), up to the amount of interest that would have accrued
on the Standard Certificateholder's net investment in the conversion
transaction at 120% of the appropriate applicable Federal rate in effect at the
time the taxpayer entered into the transaction minus any amount previously
treated as ordinary income with respect to any prior disposition of property
that was held as a part of that transaction or (2) in the case of a
non-corporate taxpayer, to the extent the taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. Long-term capital gains of certain non-corporate
taxpayers generally are subject to a lower maximum tax rate (20%) than ordinary
income or short-term capital gains of those taxpayers (39.6%) for property held
for more than one year. The maximum tax rate for corporations is the same with
respect to both ordinary income and capital gains.
98
<PAGE>
STRIPPED CERTIFICATES
General
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership
of the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of this discussion,
certificates that are subject to those rules will be referred to as "Stripped
Certificates". Stripped Certificates include interest-only certificates
entitled to distributions of interest, with disproportionately small, nominal
or no distributions of principal and principal-only certificates entitled to
distributions of principal, with disproportionately small, nominal or no
distributions of interest as to which no REMIC election is made.
The certificates will be subject to those rules if (1) we or any of our
affiliates retain, for our own account or for purposes of resale, in the form
of fixed retained yield or otherwise, an ownership interest in a portion of the
payments on the mortgage loans, (2) the master servicer is treated as having an
ownership interest in the mortgage loans to the extent it is paid, or retains,
servicing compensation in an amount greater than reasonable consideration for
servicing the mortgage loans (see "--Standard Certificates--Recharacterization
of Servicing Fees" above) and (3) certificates are issued in two or more
classes or subclasses representing the right to non-pro-rata percentages of the
interest and principal payments on the mortgage loans.
In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of the
principal payments on each mortgage loan and/or "stripped coupons" with respect
to its pro rata share of all or a portion of the interest payments on each
mortgage loan, including the Stripped Certificate's allocable share of the
servicing fees paid to the master servicer, to the extent that those fees
represent reasonable compensation for services rendered. See discussion under
"--Standard Certificates--Recharacterization of Servicing Fees" above. Although
not free from doubt, for purposes of reporting to Stripped Certificateholders,
the servicing fees will be allocated to the Stripped Certificates in proportion
to the respective entitlements to distributions of each class, or subclass, of
Stripped Certificates for the related period or periods. The holder of a
Stripped Certificate generally will be entitled to a deduction each year in
respect of the servicing fees, as described under "--Standard
Certificates--General" above, subject to the limitation described there.
Code Section 1286 treats a stripped bond or a stripped coupon as an
obligation issued at an original issue discount on the date that the stripped
interest is purchased. Although the treatment of Stripped Certificates for
federal income tax purposes is not clear in certain respects at this time,
particularly where the Stripped Certificates are issued with respect to a
Mortgage Pool containing variable-rate mortgage loans, in the opinion of
Cadwalader, Wickersham & Taft (1) the trust fund will be treated as a grantor
trust under subpart E, Part 1 of subchapter J of the Code and not as an
association taxable as a corporation or a "taxable mortgage pool" within the
meaning of Code Section 7701(i), and (2) each Stripped Certificate should be
treated as a single installment obligation for purposes of calculating original
issue discount and gain or loss on disposition. This treatment is based on the
interrelationship of Code Section 1286, Code Sections 1272 through 1275, and
the OID Regulations. While under Code Section 1286 computations with respect to
Stripped Certificates arguably should be made in one of the ways described
under "--Taxation of Stripped Certificates--Possible Alternative
Characterizations" below, the OID Regulations state, in general, that two or
more debt instruments issued by a single issuer to a single investor in a
single transaction should be treated as a single debt instrument for original
issue discount purposes. The Pooling Agreement requires that the trustee make
and report all computations described below using this aggregate approach,
unless substantial legal authority requires otherwise.
Furthermore, Treasury regulations issued December 28, 1992 provide for the
treatment of a Stripped Certificate as a single debt instrument issued on the
date it is purchased for purposes of calculating any original issue discount.
In addition, under these regulations, a Stripped Certificate that represents a
right to payments of both interest and principal may be viewed either as issued
with original issue discount or market discount, as described below, at a de
minimis original issue discount, or, presumably, at a premium. This treatment
suggests that the interest component of that Stripped Certificate would be
treated as qualified stated interest under the OID Regulations. Further, these
final regulations provide that the
99
<PAGE>
purchaser of a Stripped Certificate will be required to account for any
discount as market discount rather than original issue discount if either (1)
the initial discount with respect to the Stripped Certificate was treated as
zero under the de minimis rule, or (2) no more than 100 basis points in excess
of reasonable servicing is stripped off the related mortgage loans. This market
discount would be reportable as described under "--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Regular Certificates--Market
Discount" above, without regard to the de minimis rule there, assuming that a
prepayment assumption is employed in that computation.
Status of Stripped Certificates
No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as
that of the mortgage loans. Although the issue is not free from doubt, in the
opinion of Cadwalader, Wickersham & Taft Stripped Certificates owned by
applicable holders should be considered to represent "real estate assets"
within the meaning of Code Section 856(c)(4)(A), "obligation[s] principally
secured by an interest in real property" within the meaning of Code Section
860G(a)(3)(A), and "loans . . . secured by an interest in real property which
is . . . residential real property" within the meaning of Code Section
7701(a)(19)(C)(v), and interest (including original issue discount) income
attributable to Stripped Certificates should be considered to represent
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage
loans and interest on those mortgage loans qualify for that treatment.
Taxation of Stripped Certificates
Original Issue Discount. Except as described under "--General" above, each
Stripped Certificate will be considered to have been issued at an original
issue discount for federal income tax purposes. Original issue discount with
respect to a Stripped Certificate must be included in ordinary income as it
accrues, in accordance with a constant interest method that takes into account
the compounding of interest, which may be prior to the receipt of the cash
attributable to that income. Based in part on the OID Regulations and the
amendments to the original issue discount sections of the Code made by the
Reform Act, the amount of original issue discount required to be included in
the income of a holder of a Stripped Certificate (referred to in this
discussion as a "Stripped Certificateholder") in any taxable year likely will
be computed generally as described under "--Federal Income Tax Consequences for
REMIC Certificates--Taxation of Regular Certificates--Original Issue Discount"
and "--Variable Rate Regular Certificates" above. However, with the apparent
exception of a Stripped Certificate qualifying as a market discount obligation,
as described under "--General" above, the issue price of a Stripped Certificate
will be the purchase price paid by each holder of the Stripped Certificate, and
the stated redemption price at maturity will include the aggregate amount of
the payments, other than qualified stated interest to be made on the Stripped
Certificate to that Stripped Certificateholder, presumably under the Prepayment
Assumption.
If the mortgage loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the
amount of the original issue discount will be either increased or decreased
depending on the relative interests in principal and interest on each mortgage
loan represented by that Stripped Certificateholder's Stripped Certificate.
While the matter is not free from doubt, the holder of a Stripped Certificate
should be entitled in the year that it becomes certain, assuming no further
prepayments, that the holder will not recover a portion of its adjusted basis
in that Stripped Certificate to recognize an ordinary loss equal to that
portion of unrecoverable basis.
As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be
made if the mortgage loans are prepaid could lead to the interpretation that
the interest payments are "contingent" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to prepayable securities such as
the Stripped Certificates. However, if final regulations dealing with
contingent interest with respect to the Stripped Certificates apply the same
principles as the OID Regulations, those regulations may lead to different
timing of income inclusion that would be the case under the OID Regulations.
Furthermore, application of those principles could lead to the characterization
of gain on the sale of contingent interest Stripped Certificates as ordinary
income. Investors should consult their tax advisors regarding the appropriate
tax treatment of Stripped Certificates.
100
<PAGE>
Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in that Stripped Certificate, as described
under "--Federal Income Tax Consequences for REMIC Certificates--Taxation of
Regular Certificates--Sale or Exchange of Regular Certificates" above. To the
extent that a subsequent purchaser's purchase price is exceeded by the
remaining payments on the Stripped Certificates, that subsequent purchaser will
be required for federal income tax purposes to accrue and report that excess as
if it were original issue discount in the manner described above. It is not
clear for this purpose whether the assumed prepayment rate that is to be used
in the case of a Stripped Certificateholder other than an original Stripped
Certificateholder should be the Prepayment Assumption or a new rate based on
the circumstances at the date of subsequent purchase.
Purchase of More Than One Class of Stripped Certificates. Where an
investor purchases more than one class of Stripped Certificates, it is
currently unclear whether for federal income tax purposes those classes of
Stripped Certificates should be treated separately or aggregated for purposes
of the rules described above.
Possible Alternative Characterizations. The characterizations of the
Stripped Certificates discussed above are not the only possible interpretations
of the applicable Code provisions. For example, the Stripped Certificateholder
may be treated as the owner of
1. one installment obligation consisting of that Stripped Certificate's
pro rata share of the payments attributable to principal on each
mortgage loan and a second installment obligation consisting of that
Stripped Certificate's pro rata share of the payments attributable to
interest on each mortgage loan,
2. as many stripped bonds or stripped coupons as there are scheduled
payments of principal and/or interest on each mortgage loan or
3. a separate installment obligation for each mortgage loan, representing
the Stripped Certificate's pro rata share of payments of principal
and/or interest to be made with respect thereto.
Alternatively, the holder of one or more classes of Stripped Certificates
may be treated as the owner of a pro rata fractional undivided interest in each
mortgage loan to the extent that the Stripped Certificate, or classes of
Stripped Certificates in the aggregate, represent the same pro rata portion of
principal and interest on that mortgage loan, and a stripped bond or stripped
coupon (as the case may be), treated as an installment obligation or contingent
payment obligation, as to the remainder. Final regulations issued on December
28, 1992 regarding original issue discount on stripped obligations make the
foregoing interpretations less likely to be applicable. The preamble to those
regulations states that they are premised on the assumption that an aggregation
approach is appropriate for determining whether original issue discount on a
stripped bond or stripped coupon is de minimis, and solicits comments on
appropriate rules for aggregating stripped bonds and stripped coupons under
Code Section 1286.
Because of these possible varying characterizations of Stripped
Certificates and the resultant differing treatment of income recognition,
Stripped Certificateholders are urged to consult their own tax advisors
regarding the proper treatment of Stripped Certificates for federal income tax
purposes.
REPORTING REQUIREMENTS AND BACKUP WITHHOLDING
The trustee will furnish, within a reasonable time after the end of each
calendar year, to each Standard Certificateholder or Stripped Certificateholder
at any time during that year, the information, prepared on the basis described
above, as the trustee deems to be necessary or desirable to enable those
certificateholders to prepare their federal income tax returns. The information
will include the amount of original issue discount accrued on certificates held
by persons other than certificateholders exempted from the reporting
requirements. The amounts required to be reported by the trustee may not be
equal to the proper amount of original issue discount required to be reported
as taxable income by a certificateholder, other than an original
certificateholder that purchased at the issue price. In particular, in the case
of Stripped Certificates, unless provided otherwise in the applicable
prospectus supplement, the reporting will be based upon a representative
initial offering price of each class of Stripped Certificates. The trustee will
also file the
101
<PAGE>
original issue discount information with the IRS. If a certificateholder fails
to supply an accurate taxpayer identification number or if the Secretary of the
Treasury determines that a certificateholder has not reported all interest and
dividend income required to be shown on his federal income tax return, 31%
backup withholding may be required in respect of any reportable payments, as
described under "--Federal Income Tax Consequences for REMIC
Certificates--Backup Withholding" above.
TAXATION OF CERTAIN FOREIGN INVESTORS
To the extent that a certificate evidences ownership in mortgage loans
that are issued on or before July 18, 1984, interest or original issue discount
paid by the person required to withhold tax under Code Section 1441 or 1442 to
nonresident aliens, foreign corporations, or other Non-U.S. Persons generally
will be subject to 30% United States withholding tax, or a lower rate as may be
provided for interest by an applicable tax treaty. Accrued original issue
discount recognized by the Standard Certificateholder or Stripped
Certificateholder on the sale or exchange of that certificate and attributable
to such mortgage loans also will be subject to federal income tax withholding
at the same rate.
Treasury regulations provide that interest or original issue discount paid
by the trustee or other withholding agent to a Non-U.S. Person evidencing
ownership interest in mortgage loans issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and those persons will
be subject to the same certification requirements, described under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Certain Foreign
Investors--Regular Certificates" above.
STATE AND OTHER TAX CONSIDERATIONS
In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences" above, you should consider the state and local
tax consequences of the acquisition, ownership, and disposition of the offered
certificates. State tax law may differ substantially from the corresponding
federal law, and the discussion above does not purport to describe any aspect
of the tax laws of any state or other jurisdiction. Thus, you should consult
your own tax advisors with respect to the various tax consequences of
investments in the offered certificates.
102
<PAGE>
CERTAIN ERISA CONSIDERATIONS
GENERAL
The Employee Retirement Income Security Act of 1974, as amended, or ERISA,
and the Code impose certain requirements on retirement plans, and on certain
other employee benefit plans and arrangements, including individual retirement
accounts and annuities, Keogh plans, collective investment funds, insurance
company separate accounts and some insurance company general accounts in which
those plans, accounts or arrangements are invested that are subject to the
fiduciary responsibility provisions of ERISA and Section 4975 of the Code (all
of which are referred to as "Plans"), and on persons who are fiduciaries with
respect to Plans, in connection with the investment of Plan assets. Certain
employee benefit plans, such as governmental plans (as defined in ERISA Section
3(32)), and, if no election has been made under Section 410(d) of the Code,
church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA
requirements. Accordingly, assets of those plans may be invested in offered
certificates without regard to the ERISA considerations described below,
subject to the provisions of other applicable federal, state or local law. Any
of these plans which are qualified and exempt from taxation under Sections
401(a) and 501(a) of the Code, however, are subject to the prohibited
transaction rules set forth in Section 503 of the Code.
ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and
the requirement that a Plan's investments be made in accordance with the
documents governing the Plan. In addition, ERISA and the Code prohibit a broad
range of transactions involving assets of a Plan and persons ("Parties in
Interest") who have certain specified relationships to the Plan, unless a
statutory or administrative exemption is available. Certain Parties in Interest
that participate in a prohibited transaction may be subject to an excise tax
imposed pursuant to Section 4975 of the Code, unless a statutory or
administrative exemption is available. These prohibited transactions generally
are set forth in Section 406 of ERISA and Section 4975 of the Code. Special
caution should be exercised before the assets of a Plan are used to purchase a
certificate if, with respect to those assets, the Depositor, the master
servicer or the trustee or one of their affiliates, either: (a) has investment
discretion with respect to the investment of those assets of that Plan; or (b)
has authority or responsibility to give, or regularly gives, investment advice
with respect to those assets for a fee and pursuant to an agreement or
understanding that the advice will serve as a primary basis for investment
decisions with respect to those assets and that the advice will be based on the
particular investment needs of the Plan.
Before purchasing any offered certificates, a Plan fiduciary should
consult with its counsel and determine whether there exists any prohibition to
that purchase under the requirements of ERISA, whether any prohibited
transaction class-exemption or any individual administrative prohibited
transaction exemption (as described below) applies, including whether the
appropriate conditions set forth in those exemptions would be met, or whether
any statutory prohibited transaction exemption is applicable, and further
should consult the applicable prospectus supplement relating to that series of
certificates.
PLAN ASSET REGULATIONS
A Plan's investment in certificates may cause the Trust Assets to be
deemed Plan assets. Section 2510.3-101 of the regulations of the United States
Department of Labor ("DOL") provides that when a Plan acquires an equity
interest in an entity, the Plan's assets include both the equity interest and
an undivided interest in each of the underlying assets of the entity, unless
certain exceptions not applicable to this discussion apply, or unless the
equity participation in the entity by "benefit plan investors" (that is, Plans
and certain employee benefit plans not subject to ERISA) is not "significant".
For this purpose, in general, 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.
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 those assets for a fee, is a fiduciary of the
investing Plan. If the Trust Assets constitute Plan assets, then any party
exercising management or discretionary control regarding those assets, such as
a master servicer, a special servicer or any sub-servicer, may be deemed to be
a Plan "fiduciary" with respect to the investing Plan, and thus
103
<PAGE>
subject to the fiduciary responsibility provisions and prohibited transaction
provisions of ERISA and the Code. In addition, if the Trust Assets constitute
Plan assets, the purchase of certificates by a Plan, as well as the operation
of the trust fund, may constitute or involve a prohibited transaction under
ERISA and the Code.
ADMINISTRATIVE EXEMPTIONS
Several underwriters of mortgage-backed securities have applied for and
obtained individual administrative ERISA prohibited transaction exemptions (the
"Exemptions") which can only apply to the purchase and holding of
mortgage-backed securities which, among other conditions, are sold in an
offering with respect to which that underwriter serves as the sole or a
managing underwriter, or as a selling or placement agent. If that exemption
might be applicable to a series of certificates, the related prospectus
supplement will refer to the possibility, as well as provide a summary of the
conditions to the applicability.
INSURANCE COMPANY GENERAL ACCOUNTS
Sections I and III of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60") exempts from the application of the prohibited transaction provisions
of Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code
transaction in connection with the servicing, management and operation of a
trust (such as the trust fund) in which an insurance company general account
has an interest as a result of its acquisition of certificates issued by the
trust, provided that certain conditions are satisfied. If these conditions are
met, insurance company general accounts would be allowed to purchase certain
classes of certificates which do not meet the requirements of the Exemptions
solely because they (1) are subordinated to other classes of certificates
issued by the trust fund and/or (2) have not received a rating at the time of
the acquisition in one of the three highest rating categories from Standard &
Poor's Ratings Services, a division of The McGraw Hill Companies, Inc., Moody's
Investors Service, Inc. or Fitch IBCA, Inc. All other conditions of the
Exemptions would have to be satisfied in order for PTCE 95-60 to be available.
Before purchasing that class of certificates, an insurance company general
account seeking to rely on Sections I and III of PTCE 95-60 should itself
confirm that all applicable conditions and other requirements have been
satisfied.
The Small Business Job Protection Act of 1996 added a new Section 401(c)
to ERISA, which provides certain exemptive relief from the provisions of Part 4
of Title I of ERISA and Section 4975 of the Code, including the prohibited
transaction restrictions imposed by ERISA and the related excise taxes imposed
by the Code, for transactions involving an insurance company general account.
Pursuant to Section 401(c) of ERISA, the DOL was required to issue regulations
("401(c) Regulations") to provide guidance for the purpose of determining, in
cases where insurance policies supported by an insured'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. On January 5, 2000, the DOL
published the 401(c) Regulations. 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 (1) as
otherwise provided by the Secretary of Labor in the 401(c) Regulations to
prevent avoidance of the regulations or (2) an action is brought by the
Secretary of Labor for certain breaches of fiduciary duty which would also
constitute a violation of federal or state criminal law. Any assets of an
insurance company general account which support insurance policies issued to a
Plan after December 31, 1998 or issued to Plans on or before December 31, 1998
for which the insurance company does not comply with the 401(c) Regulations may
be treated as Plan assets. In addition, because Section 401(c) does not relate
to insurance company separate accounts, separate account assets are still
treated as Plan assets of any Plan invested in that separate account. Insurance
companies contemplating the investment of general account assets in the 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 the offered certificates after the date which is 18
months after the date the 401(c) Regulations became final.
104
<PAGE>
UNRELATED BUSINESS TAXABLE INCOME; RESIDUAL CERTIFICATES
The purchase of a Residual Certificate by any employee benefit plan
qualified under Code Section 401(a) and exempt from taxation under Code Section
501(a), including most varieties of Plans, may give rise to "unrelated business
taxable income" as described in Code Sections 511-515 and 860E. Further, prior
to the purchase of Residual Certificates, a prospective transferee may be
required to provide an affidavit to a transferor that it is not, nor is it
purchasing a Residual Certificate on behalf of, a "Disqualified Organization,"
which term as defined above includes certain tax-exempt entities not subject to
Code Section 511 including certain governmental plans, as discussed above under
the caption "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Residual
Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates--Disqualified Organizations."
Due to the complexity of these rules and the penalties imposed upon
persons involved in prohibited transactions, it is particularly important that
potential investors who are Plan fiduciaries consult with their counsel
regarding the consequences under ERISA of their acquisition and ownership of
certificates.
The sale of certificates to an employee benefit plan is in no respect a
representation by the Depositor or the underwriter that this investment meets
all relevant legal requirements with respect to investments by plans generally
or by any particular plan, or that this investment is appropriate for plans
generally or for any particular plan.
LEGAL INVESTMENT
The offered certificates will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended
("SMMEA"), only if so specified in the related prospectus supplement. The
appropriate characterization of those 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 those certificates, may be subject to significant interpretive
uncertainties. Accordingly, investors whose investment authority is subject to
legal restrictions should consult their own legal advisors to determine whether
and to what extent the Non-SMMEA Certificates constitute legal investments for
them.
Generally, only classes of offered certificates that (1) are rated in one
of the two highest rating categories by one or more rating agencies and (2) are
part of a series evidencing interests in a trust fund consisting of loans
secured by first liens and originated by certain types of originators as
specified in SMMEA, will be "mortgage related securities" for purposes of
SMMEA. As "mortgage related securities," those classes will constitute legal
investments for persons, trusts, corporations, partnerships, associations,
business trusts and business entities, including depository institutions,
insurance companies, trustees and pension funds, created pursuant to or
existing under the laws of the United States or of any state, including the
District of Columbia and Puerto Rico, 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 of its agencies or instrumentalities constitute legal investments for those
entities.
Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut-off for those enactments, limiting to various extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to
include, in relevant part, offered certificates satisfying the rating and
qualified originator requirements for "mortgage related securities," but
evidencing interests in a trust fund consisting, in whole or in part, of first
liens on one or more parcels of real estate upon which are located one or more
commercial structures, states were authorized to enact legislation, on or
before September 23, 2001, specifically referring to Section 347 and
prohibiting or restricting the purchase, holding or investment by
state-regulated entities in those types of offered certificates. Section 347
also provides that the enactment by a state of any of those legislative
restrictions shall not affect the validity of any contractual commitment to
purchase, hold or invest in
105
<PAGE>
securities qualifying as "mortgage related securities" solely by reason of
Section 347 that was made, and shall not require the sale or disposition of any
securities acquired, prior to the enactment of that state legislation.
Accordingly, the investors affected by any of that kind of state legislation,
when and if enacted, will be authorized to invest in offered certificates
qualifying as "mortgage related securities" only to the extent provided in that
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 those securities, and
national banks may purchase those 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 those
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the Office of the Comptroller of the Currency (the "OCC") has
amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for
their own account, without limitation as to a percentage of the bank's capital
and surplus (but subject to compliance with certain general standards in 12
C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit
information), certain "Type IV securities," defined in 12 C.F.R. Section
1.2(1) to include certain "commercial mortgage-related securities" and
"residential mortgage-related securities." As so defined, "commercial
mortgage-related security" and "residential mortgage-related security" mean, in
relevant part, "mortgage related security" within the meaning of SMMEA,
provided that, in the case of a "commercial mortgage-related security," it
"represents ownership of a promissory note or certificate of interest or
participation that is directly secured by a first lien on one or more parcels
of real estate upon which one or more commercial structures are located and
that is fully secured by interests in a pool of loans to numerous obligors." In
the absence of any rule or administrative interpretation by the OCC defining
the term "numerous obligors," no representation is made as to whether any class
of offered certificates will qualify as "commercial mortgage-related
securities," and thus as "Type IV securities," for investment by national
banks. The National Credit Union Administration (the "NCUA") has adopted rules,
codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in
"mortgage related securities" under certain limited circumstances, other than
stripped mortgage related securities, residual interests in mortgage related
securities, and commercial mortgage related securities, unless the credit union
has obtained written approval from the NCUA to participate in the "investment
pilot program" described in 12 C.F.R. Section 703.140. The Office of Thrift
Supervision (the "OTS") has issued Thrift Bulletin 13a (December 1, 1998),
"Management of Interest Rate Risk, Investment Securities, and Derivative
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 OCC, the
Federal Deposit Insurance Corporation and the OTS, effective May 26, 1998, and
by the NCUA, effective October 1, 1998. The 1998 Policy Statement sets forth
general guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities
and mortgage-derivative products) used for investment purposes.
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 those authorities before purchasing any offered
certificates, as certain classes may be deemed unsuitable investments, or may
otherwise be restricted, under those rules, policies or guidelines (in certain
instances irrespective of SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions
which may restrict or prohibit investment in securities which are not "interest
bearing" or "income paying," and, with regard to any offered certificates
issued in book-entry form, provisions which may restrict or prohibit
investments in securities which are issued in book-entry form.
106
<PAGE>
Except as to the status of certain classes of offered certificates as
"mortgage related securities," no representations are made as to the proper
characterization of 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 or
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 own legal advisors
in determining whether and to what extent the offered certificates of any class
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 that investor.
METHOD OF DISTRIBUTION
The offered certificates offered by this prospectus and by the related
prospectus supplements will be offered in series through one or more of the
methods described below. The prospectus supplement prepared for each series
will describe the method of offering being utilized for that series and will
state our net proceeds from that sale.
We intend that offered certificates will be offered through the following
methods from time to time and that offerings may be made concurrently through
more than one of these methods or that an offering of a particular series of
certificates may be made through a combination of two or more of these methods.
Those methods are as follows:
1. by negotiated firm commitment underwriting and public offering by one
or more underwriters specified in the related prospectus supplement;
2. by placements through one or more placement agents specified in the
related prospectus supplement primarily with institutional investors and
dealers; and
3. through direct offerings by the Depositor.
If underwriters are used in a sale of any offered certificates (other than
in connection with an underwriting on a best efforts basis), those certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment. The managing
underwriter or underwriters with respect to the offer and sale of a particular
series of certificates will be set forth in the cover of the prospectus
supplement relating to that series and the members of the underwriting
syndicate, if any, will be named in that prospectus supplement.
In connection with the sale of the offered certificates, underwriters may
receive compensation from us or from purchasers of the offered certificates in
the form of discounts, concessions or commissions. Underwriters and dealers
participating in the distribution of the offered certificates may be deemed to
be underwriters in connection with those offered certificates, and any
discounts or commissions received by them from us and any profit on the resale
of offered certificates by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended (the "Securities
Act").
It is anticipated that the underwriting agreement pertaining to the sale
of any series of certificates will provide that the obligations of the
underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all offered certificates if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that we will indemnify the several underwriters, and each person, if
any, who controls that underwriter within the meaning of Section 15 of the
Securities Act, against certain civil liabilities, including liabilities under
the Securities Act, or will contribute to payments required to be made in
respect of these liabilities.
The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of that offering
and any agreements to be entered into between us and purchasers of offered
certificates of that series.
107
<PAGE>
We anticipate that the offered certificates offered by this prospectus and
the related prospectus supplement will be sold primarily to institutional
investors. Purchasers of offered certificates, including dealers, may,
depending on the facts and circumstances of those purchases, be deemed to be
"underwriters" within the meaning of the Securities Act in connection with
reoffers and sales by them of offered certificates. You should consult with
your legal advisors in this regard prior to any similar 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 by this
prospectus. We may initially retain any unrated class and we may sell it at any
time to one or more institutional investors.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
With respect to each series of certificates offered by this prospectus,
there are incorporated in this prospectus and in the related prospectus
supplement by reference all documents and reports filed or caused to be filed
by the Depositor with respect to a trust fund pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, that relate specifically to
the related series of certificates. The Depositor will provide or cause to be
provided without charge to each person to whom this prospectus is delivered in
connection with the offering of one or more classes of offered certificates,
upon written or oral request of that person, a copy of any or all documents or
reports incorporated in this prospectus by reference, in each case to the
extent the documents or reports relate to one or more of the classes of offered
certificates, other than the exhibits to those documents (unless the exhibits
are specifically incorporated by reference in those documents). Requests to the
Depositor should be directed in writing to its principal executive offices at
292 Long Ridge Road, Stamford, Connecticut 06927, Attention: President, or by
telephone at (203) 357-4000. The Depositor has determined that its financial
statements will not be material to the offering of any Offered Certificates.
The Depositor filed a registration statement (the "Registration
Statement") relating to the certificates with the Securities and Exchange
Commission. This prospectus is part of the Registration Statement, but the
Registration Statement includes additional information.
Copies of the Registration Statement may be obtained from the Public
Reference Section of the Securities and Exchange Commission, Washington, D.C.
20549, upon payment of the prescribed charges, or may be examined free of
charge at the Securities and Exchange Commission's offices, 450 Fifth Street
N.W., Washington, D.C. 20549 or at the regional offices of the Securities and
Exchange Commission located at Suite 1300, 7 World Trade Center, New York, New
York 10048 and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661-2511. The Securities and Exchange Commission also maintains a
site on the World Wide Web at "http://www.sec.gov" at which you can view and
download copies of reports, proxy and information statements and other
information filed electronically through the Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system. The Depositor has filed the
Registration Statement, including all exhibits thereto, through the EDGAR
system, so the materials should be available by logging onto the Securities and
Exchange Commission's Web site. The Securities and Exchange Commission
maintains computer terminals providing access to the EDGAR system at each of
the offices referred to above.
LEGAL MATTERS
The validity of the certificates of each series and certain federal income
tax matters will be passed upon for us by Cadwalader, Wickersham & Taft, 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.
108
<PAGE>
RATING
It is a condition to the issuance of any class of offered certificates
that they shall have been rated not lower than investment grade, that is, in
one of the four highest rating categories, by at least one rating agency.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of those certificates of all collections on the
underlying mortgage assets to which those holders are entitled. These ratings
address the structural, legal and issuer-related aspects associated with those
certificates, the nature of the underlying mortgage assets and the credit
quality of the guarantor, if any. Ratings on mortgage pass-through certificates
do not represent any assessment of the likelihood of principal prepayments by
borrowers or of the degree by which those prepayments might differ from those
originally anticipated. As a result, you 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.
109
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
<TABLE>
<CAPTION>
PAGE
<S> <C>
1998 Policy Statement ........................ 106
401(c) Regulations ........................... 104
Accrual Certificates ......................... 38
ADA .......................................... 73
ARM Loans .................................... 27
Bankruptcy Code .............................. 65
Cash Flow Agreement .......................... 29
Certificate Owner ............................ 43
Code ......................................... 42
Cooperatives ................................. 24
CPR .......................................... 32
Definitive Certificates ...................... 37
Depositor .................................... 5, 24
Determination Date ........................... 30
Disqualified Organization .................... 88, 105
Distribution Date Statement .................. 41
DOL .......................................... 103
DTC .......................................... 37
Due Dates .................................... 26
EDGAR ........................................ 108
Equity Participation ......................... 26
Events of Default ............................ 56
Exemptions ................................... 104
FAMC ......................................... 28
FHLMC ........................................ 28
FNMA ......................................... 28
Garn Act ..................................... 71
GNMA ......................................... 28
Government Securities ........................ 76
Indirect Participants ........................ 43
Insurance and Condemnation Proceeds .......... 48
L/C Bank ..................................... 61
Liquidation Proceeds ......................... 49
Mark to Market Regulations ................... 91
MBS .......................................... 24
MBS Agreement ................................ 28
MBS Issuer ................................... 28
MBS Servicer ................................. 28
MBS Trustee .................................. 28
Mortgage Asset Seller ........................ 24
Mortgage Notes ............................... 24
Mortgaged Properties ......................... 24
Mortgages .................................... 24
NCUA ......................................... 106
Net Leases ................................... 25
New Regulations .............................. 93
Non-SMMEA Certificates ....................... 105
Non-U.S. Person .............................. 93
Nonrecoverable Advance ....................... 40
</TABLE>
<TABLE>
<CAPTION>
PAGE
<S> <C>
OCC .......................................... 106
OID Regulations .............................. 78
OTS .......................................... 106
Participants ................................. 43
Parties in Interest .......................... 103
Pass-Through Entity .......................... 88
Permitted Investments ........................ 48
Plans ........................................ 103
Pooling Agreement ............................ 45
Prepayment Assumption ........................ 79
Prepayment Interest Shortfall ................ 30
Prepayment Premium ........................... 26
PTCE 95-60 ................................... 104
Random Lot Certificates ...................... 78
Record Date .................................. 38
Reform Act ................................... 78
Registration Statement ....................... 108
Regular Certificateholder .................... 78
Regular Certificates ......................... 75
Related Proceeds ............................. 40
Relief Act ................................... 73
REMIC ........................................ 12, 75
REMIC Certificates ........................... 75
REMIC Pool ................................... 75
REMIC Regulations ............................ 75
REO Property ................................. 47
Residual Certificateholders .................. 84
Residual Certificates ........................ 38
RICO ......................................... 74
SBJPA of 1996 ................................ 76
Securities Act ............................... 107
Senior Certificates .......................... 37
Servicing Standard ........................... 47
SMMEA ........................................ 105
SPA .......................................... 32
Standard Certificateholder ................... 96
Standard Certificates ........................ 96
Startup Day .................................. 76
Stripped Certificateholder ................... 100
Stripped Certificates ........................ 96
Sub-Servicing Agreement ...................... 47
Subordinate Certificates ..................... 37
thrift institutions .......................... 87
Title V ...................................... 72
Treasury ..................................... 75
Type IV securities ........................... 106
U.S. Person .................................. 90
Warranting Party ............................. 46
</TABLE>
110
<PAGE>
================================================================================
YOU SHOULD RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.
WE ARE NOT OFFERING THESE CERTIFICATES IN ANY STATE WHERE THE OFFER IS
NOT PERMITTED.
--------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT PAGE
<S> <C>
Summary of Certificates .......................... S-6
Summary of Terms ................................. S-7
Risk Factors ..................................... S-33
Description of the Mortgage Pool ................. S-54
Description of the Certificates .................. S-82
Servicing of the Mortgage Loans .................. S-105
Yield and Maturity Considerations ................ S-120
Certain Federal Income Tax Consequences .......... S-129
Method of Distribution ........................... S-130
Legal Matters .................................... S-131
Ratings .......................................... S-131
Legal Investment ................................. S-132
ERISA Considerations ............................. S-132
Index of Principal Definitions ................... S-135
PROSPECTUS
Summary of Prospectus ............................ 6
Risk Factors ..................................... 14
Description of the Trust Funds ................... 24
Yield and Maturity Considerations ................ 30
The Depositor .................................... 36
Use of Proceeds .................................. 36
Description of the Certificates .................. 37
Description of the Pooling Agreements ............ 45
Description of Credit Support .................... 60
Certain Legal Aspects of Mortgage Loans .......... 63
Certain Federal Income Tax Consequences .......... 75
State and Other Tax Considerations ............... 102
Certain ERISA Considerations ..................... 103
Legal Investment ................................. 105
Method of Distribution ........................... 107
Incorporation of Certain Information By
Reference ..................................... 108
Legal Matters .................................... 108
Financial Information ............................ 108
Rating ........................................... 109
Index of Principal Definitions ................... 110
</TABLE>
DEALERS WILL BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND
PROSPECTUS WHEN ACTING AS UNDERWRITERS OF THESE CERTIFICATES AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. IN ADDITION, ALL DEALERS SELLING
THESE CERTIFICATES WILL DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS UNTIL
MARCH , 2001.
$638,225,454 (APPROXIMATE)
GE CAPITAL COMMERCIAL
MORTGAGE CORPORATION
(DEPOSITOR)
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2000-1
<TABLE>
<S> <C>
CLASS A-1 CERTIFICATES ......... $112,539,000
CLASS A-2 CERTIFICATES ......... $432,983,315
CLASS X CERTIFICATES ........... $713,101,066
CLASS B CERTIFICATES ........... $ 28,524,043
CLASS C CERTIFICATES ........... $ 32,089,548
CLASS D CERTIFICATES ........... $ 8,913,763
CLASS E CERTIFICATES ........... $ 23,175,785
</TABLE>
-----------------------
PROSPECTUS SUPPLEMENT
-----------------------
CHASE SECURITIES INC.
BEAR, STEARNS & CO. INC.
DEUTSCHE BANC ALEX. BROWN
J.P. MORGAN & CO.
SALOMON SMITH BARNEY INC.
DECEMBER , 2000
================================================================================
