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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 1996
Structured Asset Securities Corporation
(Issuer in respect of Multiclass Mortgage
Pass-Through Certificates, Series 1996-CFL)
(Exact name of registrant as
specified in its charter)
Delaware 33-96378 74-2440850
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
200 Vesey Street, New York, New York 10285
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(Address of principal executive offices) (Zip Code)
Exhibit Index is on Page 5
Page 1 of Pages
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Item 5. Other Events.
Attached as Exhibit 4 is the Pooling and Servicing Agreement (as
defined below) for Structured Asset Securities Corporation, Multiclass
Pass-Through Certificates, Series 1996-CFL. Attached as Exhibit 99 is the
revised Summary Information Regarding Mortgage Loans and Mortgaged Properties as
of the Cut-Off Date, Exhibit A to the Prospectus Supplement dated February 9,
1996, of the Mortgage Pool as of the Closing Date. On February 15, 1996,
Structured Asset Securities Corporation (the "Company") caused the issuance,
pursuant to a Pooling and Servicing Agreement, dated as of February 1, 1996 (the
"Pooling and Servicing Agreement"), by and among the Company, as depositor,
LaSalle National Bank, as trustee, ABN AMRO Bank, N.V., as fiscal agent, Midland
Loan Services, L.P., as servicer, and J.E. Robert Company, Inc., as special
servicer, of Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL (the "Certificates"), issued in twenty-one
classes. The Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class
X-1, Class X-1A, Class X-2, Class X-2A, Class B, Class C, Class D and Class E
Certificates, with an aggregate scheduled principal balance as of February 1,
1996 of $1,616,274,142, were sold to Lehman Brothers, Inc. and Goldman, Sachs &
Co. (together, the "Underwriters"), pursuant to an Underwriting Agreement dated
as of February 9, 1996, by and among the Company and the Underwriters.
Capitalized terms used herein and not defined herein have the same
meanings ascribed to such terms in the Pooling and Servicing Agreement.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
Exhibit 4 Pooling and Servicing Agreement
Exhibit 99 Summary Information Regarding Mortgage Loans and Mortgaged
Properties as of the Cut-Off Date
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 27, 1996
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Mary Pat Archer
--------------------
Name: Mary Pat Archer
Title: Vice-President
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INDEX TO EXHIBITS
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Item 601(a) of
Regulation S-K
Exhibit No. Description Page
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<S> <C> <C>
4 Pooling and Servicing Agreement
99 Summary Information Regarding Mortgage Loans and
Mortgaged Properties as of the Cut-Off Date
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STRUCTURED ASSET SECURITIES CORPORATION,
DEPOSITOR
MIDLAND LOAN SERVICES, L.P.,
SERVICER
J.E. ROBERT COMPANY, INC.,
SPECIAL SERVICER
ABN AMRO BANK N.V.,
FISCAL AGENT
and
LASALLE NATIONAL BANK,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 1996
Multiclass Pass-Through Certificates,
Series 1996-CFL
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TABLE OF CONTENTS
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ARTICLE I DEFINITIONS...............................................................3
SECTION 1.01. Defined Terms..........................................................3
SECTION 1.02. Certain Calculations..................................................57
ARTICLE II CONVEYANCE OF MORTGAGE LOANS AND RIGHTS UNDER LOAN SALE AGREEMENT;
ORIGINAL ISSUANCE OF CERTIFICATES........................................59
SECTION 2.01. Conveyance of Mortgage Loans..........................................59
SECTION 2.02. Acceptance by the Custodian and the Trustee...........................63
SECTION 2.03. Representations, Warranties and Covenants of the Depositor............64
SECTION 2.04. Representations, Warranties and Covenants of the Servicer.............68
SECTION 2.05 Representations, Warranties and Covenants of the
Special Servicer....................................................70
SECTION 2.06. Execution and Delivery of Certificates................................73
SECTION 2.07. Miscellaneous REMIC Provisions........................................73
ARTICLE III ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS...........................................................75
SECTION 3.01. Servicer to Act as Servicer; Special Servicer to Act as
Special Servicer; Administration of the Mortgage Loans..............75
SECTION 3.02. Liability of the Servicer and the Special Servicer....................80
SECTION 3.03. Collection of Certain Mortgage Loan Payments; P&I Advances; Servicing
Advances............................................................81
SECTION 3.04. Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.....................................................85
SECTION 3.05. Collection Account and Distribution Accounts..........................88
SECTION 3.06. Permitted Withdrawals from the Collection Account.....................90
SECTION 3.07. Investment of Funds in the Collection Account and the
Distribution Accounts...............................................92
SECTION 3.08. Maintenance of Insurance Policies and Errors and Omissions and Fidelity
Coverage............................................................94
SECTION 3.09. Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption
Agreements; Rate Resets and Call Options............................99
SECTION 3.10. Realization Upon Specially Serviced Mortgage Loans...................102
SECTION 3.11. Trustee to Cooperate; Release of Mortgage Files......................106
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SECTION 3.12. Servicing Compensation...............................................107
SECTION 3.13. Reports to the Trustee; Collection Account Statements................109
SECTION 3.14. Annual Statement as to Compliance....................................113
SECTION 3.15. Annual Independent Public Accountants' Servicing Report;
Financial Statements...............................................113
SECTION 3.16. Access to Certain Documentation......................................114
SECTION 3.17. Title and Management of REO Properties...............................115
SECTION 3.18. Sale of Defaulted Mortgage Loans and REO Properties..................119
SECTION 3.19. Inspections and Property Valuations..................................122
SECTION 3.20. Modifications, Waivers, Amendments and Consents......................123
SECTION 3.21. Transfer of Servicing Between Servicer and Special Servicer;
Record Keeping.....................................................127
SECTION 3.22. Duties of Operating Adviser and Extension Adviser....................129
SECTION 3.23. Operating Adviser; Extension Adviser; Elections......................132
SECTION 3.24. Limitation on Liability of Operating Adviser and
Extension Adviser..................................................134
ARTICLE IV DISTRIBUTIONS TO CERTIFICATEHOLDERS.....................................135
SECTION 4.01. Distributions........................................................135
SECTION 4.02. Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others..............144
SECTION 4.03. Remittance Reports...................................................152
SECTION 4.04. Compliance with Withholding Requirements.............................155
SECTION 4.05. REMIC Compliance.....................................................155
SECTION 4.06. Imposition of Tax on either the Lower-Tier REMIC or
the Upper-Tier REMIC...............................................157
SECTION 4.07. Allocation of Realized Losses and Additional Expense Losses..........158
SECTION 4.08. Appraisal Reductions.................................................165
SECTION 4.09. Allocation of Excess Prepayment Interest Shortfalls..................166
SECTION 4.10. Certificate Deferred Interest........................................167
ARTICLE V THE CERTIFICATES........................................................169
SECTION 5.01. The Certificates.....................................................169
SECTION 5.02. Certificate Registrar................................................171
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SECTION 5.03. Registration of Transfer and Exchange of Certificates................171
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates....................176
SECTION 5.05. Persons Deemed Owners................................................177
SECTION 5.06. Appointment of Paying Agent..........................................177
SECTION 5.07. Access to Certificateholders' Names and Addresses....................177
SECTION 5.08. Actions of Certificateholders........................................178
SECTION 5.09. Global Certificate Legend............................................178
SECTION 5.10. Offer, Sale, Pledge or Other Transfer of Restricted Certificates;
Rule 144A Information..............................................179
ARTICLE VI THE SELLER, THE SERVICER AND THE SPECIAL
SERVICER................................................................182
SECTION 6.01. Liability of the Depositor, the Servicer and the
Special Servicer...................................................182
SECTION 6.02. Merger or Consolidation of the Special Servicer or
the Servicer.......................................................182
SECTION 6.03. Limitation on Liability of the Depositor, the Servicer,
the Special Servicer and Others....................................183
SECTION 6.04. Limitation on Resignation of the Servicer and the Special
Servicer...........................................................187
SECTION 6.05. Rights of the Depositor and the Trustee in Respect of the
Servicer and the Special Servicer..................................189
ARTICLE VII DEFAULT.................................................................190
SECTION 7.01. Events of Default; Servicer and Special Servicer
Termination........................................................190
SECTION 7.02. Trustee or Servicer to Act; Appointment of Successor.................194
SECTION 7.03. Notification to Certificateholders...................................196
SECTION 7.04. Other Remedies of Trustee............................................196
SECTION 7.05. Waiver of Past Events of Default; Termination........................197
SECTION 7.06. Fiscal Agent or Trustee as Maker of Advances.........................197
ARTICLE VIII CONCERNING THE TRUSTEE AND THE FISCAL
AGENT...................................................................199
SECTION 8.01. Duties of Trustee....................................................199
SECTION 8.02. Certain Matters Affecting the Trustee................................200
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SECTION 8.03. Trustee and Fiscal Agent Not Liable for Certificates
or Mortgage Loans..................................................202
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates........................204
SECTION 8.05. Payment of Trustee's Fees and Expenses...............................204
SECTION 8.06. Eligibility Requirements for Trustee and Fiscal Agent................206
SECTION 8.07 Resignation and Removal of the Trustee and the Fiscal Agent..........207
SECTION 8.08. Successor Trustee and Fiscal Agent...................................209
SECTION 8.09. Merger or Consolidation of Trustee or Fiscal Agent...................209
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee........................210
SECTION 8.11. Fiscal Agent Appointed; Concerning the Fiscal Agent..................211
SECTION 8.12. Appointment of Custodians............................................212
SECTION 8.13. Representations and Warranties of the Trustee and the
Fiscal Agent.........................................................211
ARTICLE IX TERMINATION.............................................................215
SECTION 9.01. Termination..........................................................215
ARTICLE X MISCELLANEOUS PROVISIONS................................................217
SECTION 10.01. Counterparts.........................................................218
SECTION 10.02. Limitation on Rights of Certificateholders...........................218
SECTION 10.03. Governing Law........................................................219
SECTION 10.04. Notices..............................................................219
SECTION 10.05. Severability of Provisions...........................................221
SECTION 10.06. Notice to Rating Agencies............................................221
SECTION 10.07. Amendment............................................................223
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EXHIBITS
EXHIBIT A-1 Form of Class A-1A Certificate
EXHIBIT A-2 Form of Class A-1B Certificate
EXHIBIT A-3 Form of Class A-1C Certificate
EXHIBIT A-4 Form of Class A-2A Certificate
EXHIBIT A-5 Form of Class A-2B Certificate
EXHIBIT A-6 Form of Class B Certificate
EXHIBIT A-7 Form of Class C Certificate
EXHIBIT A-8 Form of Class D Certificate
EXHIBIT A-9 Form of Class E Certificate
EXHIBIT A-10 Form of Class F Certificate
EXHIBIT A-11 Form of Class G Certificate
EXHIBIT A-12 Form of Class H Certificate
EXHIBIT A-13 Form of Class I Certificate
EXHIBIT A-14 Form of Class J Certificate
EXHIBIT A-15 Form of Class X-1 Certificate
EXHIBIT A-16 Form of Class X-1A Certificate
EXHIBIT A-17 Form of Class X-2 Certificate
EXHIBIT A-18 Form of Class X-2A Certificate
EXHIBIT A-19 Form of Class R Certificate
EXHIBIT A-20 Form of Class LR Certificate
EXHIBIT A-21 Form of Class P Certificate
EXHIBIT B Mortgage Loan Schedule
EXHIBIT C-1 Form of Transferee Affidavit for Residual Certificates
EXHIBIT C-2 Form of Transferor Letter
EXHIBIT D Form of Investment Representation Letter
EXHIBIT E Form of Comparative Financial Status Report
EXHIBIT F Form of Delinquent Loan Status Report
EXHIBIT G Form of Historical Loan Modification Report
EXHIBIT H Form of Historical Loss Estimate Report
EXHIBIT I Form of REO Status Report
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EXHIBIT J Form of Watch List
EXHIBIT K Form of Operating Statement Analysis Report
EXHIBIT L Form of NOI Adjustment Worksheet
EXHIBIT M Form of Request for Release of Documents and Receipt
EXHIBIT N Form of Lost Note Affidavit
EXHIBIT O Environmental Report
SCHEDULES
SCHEDULE 1 Computerized Database Information
SCHEDULE 2 Schedule of Mortgage Loans with Contingent Interests
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This Pooling and Servicing Agreement, dated and effective as of
February 1, 1996, is among Structured Asset Securities Corporation, a Delaware
corporation, as Depositor, Midland Loan Services, L.P., a Missouri limited
partnership, as Servicer, J.E. Robert Company, Inc., a Virginia corporation, as
Special Servicer, ABN AMRO Bank N.V., a Netherlands banking corporation, as
Fiscal Agent, and LaSalle National Bank, a nationally chartered bank, as
Trustee.
PRELIMINARY STATEMENT:
(Terms used but not defined in this Preliminary Statement
shall have the meanings specified in Article I)
The Depositor intends to sell pass-through certificates to be
issued hereunder in multiple classes which in the aggregate will evidence the
entire beneficial ownership interest in the Trust Fund consisting primarily of
the Mortgage Loans. As provided herein, the Trustee will, or will cause the
Agent acting on the Trustee's behalf, for purposes of Section 4.05, to elect
that each of the Upper-Tier REMIC and the Lower-Tier REMIC be treated for
federal income tax purposes as a real estate mortgage investment conduit.
The following table sets forth the designation and, to the extent
applicable, the aggregate initial Certificate Principal Amount or Notional
Amount and the Pass-Through Rate for each Class of Certificates comprising the
interests in the Upper-Tier REMIC created hereunder.
UPPER-TIER REMIC
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<CAPTION>
Initial Certificate
Principal Amount
Designation or Notional Amount Pass-Through Rate
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<S> <C> <C>
Class A-1A $149,769,093.00 5.711%
Class A-1B $196,000,000.00 5.751%
Class A-1C $441,000,000.00 5.944%
Class A-2A $171,097,717.00 7.750%
Class A-2B $175,000,000.00 6.759%
Class B $96,005,662.00 6.303%
Class C $134,407,927.00 6.525%
Class D $134,407,927.00 7.034%
Class E $96,005,662.00 7.750%
Class F $57,603,397.00 7.750%
Class G $96,005,662.00 7.750%
Class H $48,002,831.00 7.750%
Class I $67,203,963.00 7.750%
Class J $57,603,397.00 7.750%
Class X-1 $1,574,015,521.85 1.33568%(1)
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UPPER-TIER REMIC
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<CAPTION>
Initial Certificate
Principal Amount
Designation or Notional Amount Pass-Through Rate
----------- ------------------- -----------------
<S> <C> <C>
Class X-1A $1,151,590,609.00 1.64419%(1)
Class X-2 $346,097,717.57 1.27420%(1)
Class X-2A $346,097,717.00 0.50109%(1)
Class P $6,426,983.83 NONE(2)
Class R NONE NONE(3)
</TABLE>
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(1) The Pass-Through Rates for the Class X Certificates reflect the approximate
Pass-Through Rates for the first Distribution Date and initial Interest Accrual
Period.
(2) No interest is payable with respect to the Class P Certificate.
(3) The Class R Certificates do not have a Certificate Principal Amount or
Notional Amount, do not bear interest and will not be entitled to distribution
of Prepayment Charges. Any Available Distribution Amount remaining after the
Certificate Principal Amount of each Class of Certificates has been reduced to
zero will be distributed to the holders of the Class R Certificates.
The following table sets forth the designation, initial Lower-Tier Principal
Amount or Lower-Tier Notional Amount and the Lower-Tier Remittance Rate for each
Lower-Tier Regular Interest:
LOWER-TIER REMIC
<TABLE>
<CAPTION>
Initial Lower-Tier
Principal Amount
Designation or Notional Amount Lower-Tier Remittance Rate
----------- ------------------ --------------------------
<S> <C> <C>
Class LA-1A $149,769,093.00 7.750%
Class LA-1B $196,000,000.00 7.750%
Class LA-1C $441,000,000.00 7.750%
Class LA-2A $171,097,717.00 7.750%
Class LA-2B $175,000,000.00 7.750%
Class LB $96,005,662.00 7.750%
Class LC $134,407,927.00 7.750%
Class LD $134,407,927.00 7.750%
Class LE $96,005,662.00 7.750%
Class LF $57,603,397.00 7.750%
Class LG $96,005,662.00 7.750%
Class LH $48,002,831.00 7.750%
Class LI $67,203,963.00 7.750%
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LOWER-TIER REMIC
<TABLE>
<CAPTION>
Initial Lower-Tier
Principal Amount
Designation or Notional Amount Lower-Tier Remittance Rate
----------- ------------------ --------------------------
<S> <C> <C>
Class LJ $57,603,397.00 7.750%
Class LX-1 $1,574,015,521.85 1.33568%(1)
Class LX-2 $346,097,717.57 1.27420%(1)
Class LP $6,426,983.83 NONE(2)
Class LR NONE NONE(3)
</TABLE>
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(1) The Lower-Tier Remittance Rates with respect to the Class LX-1 and LX-2
Interests reflect the approximate Lower-Tier Remittance Rates, as applicable,
for the first Distribution Date and initial Interest Accrual Period.
(2) No interest is payable with respect to the Class LP Interest.
(3) The Class LR Certificates do not have a Certificate Principal Amount or
Notional Amount, do not bear interest and will not be entitled to distribution
of Prepayment Charges. Any Available Distribution Amount remaining after the
Lower-Tier Principal Amount with respect to each Class of Lower-Tier Regular
Interests has been reduced to zero will be distributed to the holders of the
Class LR Certificates.
As of the Cut-Off Date, the Mortgage Loans have an aggregate
Scheduled Principal Balance equal to approximately $1,926,540,223.25.
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
"Accepted Servicing Practices": As defined in Section 3.01(a).
"Accrued Certificate Interest": With respect to each Distribution
Date (i) for the Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I and Class
J Certificates, the amount of interest accrued for the related Interest Accrual
Period at the applicable Pass-Through Rate for such Class on the Certificate
Principal
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Amount of such Class as of the beginning of such Interest Accrual Period (or, in
the case of the initial Distribution Date, the initial Certificate Principal
Amount of such Class, as stated in the Preliminary Statement hereof); (ii) for
the Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates, the amount of
interest accrued for the related Interest Accrual Period at the Class X-1
Pass-Through Rate, the Class X-1A Pass-Through Rate, the Class X-2 Pass-Through
Rate and the Class X-2A Pass-Through Rate, respectively, on the applicable
Notional Amount as of the beginning of such Interest Accrual Period (or, in the
case of the initial Distribution Date, the initial Notional Amount, as stated in
the Preliminary Statement hereof); and (iii) for the Class P, LR and Class R
Certificates, an amount equal to zero (0) at all times; provided, that for the
purpose of any calculations of Accrued Certificate Interest, all distributions
made on the immediately preceding Distribution Date in reduction of the
Certificate Principal Amounts or Notional Amount of any Class of Certificates,
any Certificate Deferred Interest added on such immediately preceding
Distribution Date to the Certificate Principal Amounts of any Class of
Certificates, and any reductions of Certificate Principal Amounts or Notional
Amount in respect of Realized Losses of principal and Additional Expense Losses
allocable to principal shall be deemed to have been made, allocated or added, as
the case may be, as of the beginning of the related Interest Accrual Period for
such Distribution Date rather than on such immediately preceding Distribution
Date when it was actually so made, allocated or added.
"Act": The Securities Act of 1933, as amended, and as it may be
amended from time to time.
"Additional Expense Loss": A loss realized upon payment by the
Trust of an Additional Trust Fund Expense; provided that the payment of any
Additional Trust Fund Expense will be deemed not to be an Additional Expense
Loss to the extent that such payment is made out of the portion of any Insurance
Proceeds, Liquidation Proceeds or Repurchase Price paid in respect of the
related Mortgage Loan or REO Property to cover the same.
"Additional Trust Fund Expenses": Any of the following items: (i)
Special Servicing Fees and Workout Fees payable to the Special Servicer in
connection with a Mortgage Loan becoming a Specially Serviced Mortgage Loan or
an REO Property; (ii) Advance Interest paid to the Servicer, the Trustee or the
Fiscal Agent that cannot be reimbursed from collections on the related Mortgage
Loan or REO Property; (iii) indemnification of the Trustee, the Fiscal Agent and
certain related Persons pursuant to Section 8.05(c) or reimbursement of the
Trustee and the Fiscal Agent for costs and expenses pursuant to Section 8.05(b);
(iv) indemnification of the Servicer and certain related Persons pursuant to
this Agreement or reimbursement for certain costs and expenses to the extent
provided for herein (other than costs and expenses reimbursable as Servicing
Advances); (v) indemnification of the Special Servicer and certain related
Persons pursuant to this Agreement or reimbursement for certain costs and
expenses to the extent provided for herein; (vi) tax-related expenses paid out
of the Collection Account pursuant to Section 4.06; (vii) to the extent not
covered by another party hereto, any federal, state and local taxes imposed on
either the Trust or its assets or transactions paid out of the Collection
Account pursuant to Section 4.06; and (viii) to the extent not included in the
calculation of a Realized Loss and not covered by indemnification from one of
the parties hereto, any other cost, expense, liability or loss borne by the
Trust for which there is no corresponding payment from a Borrower or
4
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corresponding proceeds from the liquidation or disposition of any Mortgage Loan
or REO Property.
"Administrative Cost Rate": With respect to any Distribution
Date, the sum of the Servicing Fee Rate, the Trustee Fee Rate and the Retained
Servicing Interest Rate, which collectively will equal a per annum rate of
0.07325% on the Scheduled Principal Balance of each Mortgage Loan as of the
first day of the Mortgage Loan Due Period related to such Distribution Date.
"Advance" or "Advances": P&I Advances and Servicing Advances,
collectively or individually, as the context requires.
"Advance Interest": Interest payable to the Servicer, the Trustee
or the Fiscal Agent on outstanding Advances at the Advance Rate pursuant to this
Agreement; provided that Advance Interest shall accrue only on unpaid Advances,
but not on any outstanding Advance Interest.
"Advance Rate": A per annum rate equal to the "Prime Rate"
published in the "Money Rates" section of The Wall Street Journal (or, if such
section or publication is no longer available, such other comparable publication
as determined by the Trustee in its reasonable discretion) as may be in effect
from time to time.
"Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. The Trustee may obtain
and rely on an Officers' Certificate of the Servicer, the Special Servicer or
the Depositor to determine whether any Person is an Affiliate of such party.
"Agent": As defined in Section 8.02(a)(vi).
"Agent Member": As defined in Section 5.03(k).
"Aggregated Principal Distribution Amount": The aggregate of the
Group 1 Principal Distribution Amount and the Group 2 Principal Distribution
Amount.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
"Anticipated Termination Date": The Distribution Date, occurring
no more than 90 days after the date of the Notice of Termination, on which it is
anticipated that the Trust Fund will be terminated pursuant to Section 9.01.
"Applicant": As defined in Section 5.07(a).
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"Appraisal Reduction": With respect to any Mortgage Loan, an
amount equal to the excess, if any, as of the beginning of the Due Period in
which the Appraised Value is determined as provided in Section 4.08, of (a) the
sum as of the beginning of such Due Period, of (i) the Scheduled Principal
Balance (less the PO Percentage thereof in the case of a Discount Mortgage Loan)
of such Mortgage Loan or the related REO Mortgage Loan, as the case may be, as
of the beginning of the Mortgage Loan Due Period that ends in such Due Period
(in the case of REO Property assuming the related Mortgage Loan had remained
outstanding), (ii) to the extent not previously advanced by the Servicer, the
Trustee or the Fiscal Agent, all accrued and unpaid interest on such Mortgage
Loan at a per annum rate equal to the related Mortgage Interest Rate, (iii) all
unreimbursed Advances with respect to such Mortgage Loan and interest thereon at
the Advance Rate, and (iv) all currently due but unpaid real estate taxes and
assessments, insurance premiums and, if applicable, ground rents in respect of
the related Mortgaged Property or REO Property, as the case may be, over (b) an
amount equal to 90% of the Appraised Value of the Mortgaged Property securing
such Mortgage Loan or REO Property securing such REO Mortgage Loan as provided
in Section 4.08. For any Mortgage Loan with a Scheduled Principal Balance less
than or equal to $1,000,000, the Appraisal Reduction will be equal to the
greater of (a) the amount calculated in the immediately preceding sentence, and
(b) 30% of such Scheduled Principal Balance of such Mortgage Loan (less the PO
Percentage thereof in the case of a Discount Mortgage Loan). With respect to any
Mortgage Loan or the related REO Property, if the appraisal on the related
Mortgaged Property or REO Property, as the case may be, has not been received
within 60 days of ordering such appraisal, the Appraisal Reduction shall be
equal to 30% of such Scheduled Principal Balance of such Mortgage Loan (less the
PO Percentage thereof in the case of a Discount Mortgage Loan); provided,
however, that upon receipt of such appraisal, the Appraisal Reduction will be
recalculated. The aggregate Appraisal Reduction related to a Mortgage Loan or
the related REO Property will be reduced to zero as of the date such Mortgage
Loan (i) is paid in full, liquidated, repurchased or otherwise disposed of, or
(ii) in the case of a Specially Serviced Mortgage Loan, becomes a Rehabilitated
Mortgage Loan; provided that this exception does not apply in the case of a
Mortgage Loan that has been modified and the payment terms of which have been
modified more than once since the Cut-Off Date.
"Appraisal Reduction Amount": With respect to each of the Class
J, Class I, Class H, Class G, Class F, Class E, Class D, Class C and Class B
Certificates for any Distribution Date, an amount equal to the amount of
interest that accrued for the related Interest Accrual Period at the
Pass-Through Rate for such Class of Certificates, on the portion, if any, of the
related Certificate Principal Amount equal to the Appraisal Reduction allocated
to such Class for such Distribution Date pursuant to Section 4.08(c); and with
respect to each Corresponding Lower-Tier Class, the corresponding amount
allocated pursuant to Section 4.08(d).
"Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an MAI appraisal of the Mortgaged
Property securing such Mortgage Loan made by an Independent MAI appraiser
selected by the Servicer or the Special Servicer, as applicable (if the
Scheduled Principal Balance of such Mortgage Loan as of the
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appropriate date of determination exceeds $1,000,000) or an internal Property
Valuation conducted by the Servicer or Special Servicer, as applicable, (if such
Scheduled Principal Balance of such Mortgage Loan is less than or equal to
$1,000,000).
"Assignment of Leases, Rents and Profits": With respect to any
Mortgaged Property, any assignment of leases, rents and profits or similar
agreement executed by the Borrower, assigning to the mortgagee all of the
income, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of such Mortgaged Property.
"Assignment of Mortgage": An assignment of Mortgage in recordable
form, which is sufficient under the laws of the jurisdiction wherein the related
Mortgaged Property is located to reflect of record the sale of the Mortgage,
which assignment may be in the form of one or more blanket assignments covering
Mortgages encumbering Mortgaged Properties located in the same county, if
permitted by law and acceptable for recording; provided, however, that none of
the Trustee, the Custodian, the Servicer or the Special Servicer shall be
responsible for determining whether any assignment is legally sufficient or in
recordable form.
"Assumed Final Distribution Date": The following table sets forth
the designation and the Assumed Final Distribution Date for each Class of
Certificates:
<TABLE>
<CAPTION>
Designation Assumed Final Distribution Date
----------- -------------------------------
<S> <C>
Class A-1A December 25, 1997
Class A-1B January 25, 1999
Class A-1C January 25, 2001
Class A-2A November 25, 1998
Class A-2B February 25, 2001
Class B July 25, 2001
Class C December 25, 2001
Class D August 25, 2003
Class E September 25, 2004
Class F March 25, 2006
Class G February 25, 2009
Class H November 25, 2010
Class I April 25, 2013
Class J May 25, 2021
Class P May 25, 2009
Class X-1 May 25, 2021
Class X-1A August 25, 2003
Class X-2 March 25, 2002
Class X-2A February 25, 2001
</TABLE>
"Assumed Scheduled Payment": An amount deemed due in respect of
(i) any Balloon Mortgage Loan that is delinquent in respect of its Balloon
Payment beyond the end of
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the Mortgage Loan Due Period in which its maturity date occurred (but not
including any period following the modification, forbearance or extension of
such Balloon Mortgage Loan and prior to its modified maturity date) and (ii) any
Mortgage Loan as to which the related Mortgaged Property has become an REO
Property with respect to any Mortgage Loan Due Period, which shall be equal to
the Scheduled Payment that would have been due on the Mortgage Loan in
accordance with the terms of the Note for such Mortgage Loan Due Period if (a)
the maturity date for such Mortgage Loan had not occurred, (b) the related
Mortgaged Property had not become an REO Property, such Mortgage Loan was still
outstanding and no acceleration of the Mortgage Loan had occurred, (c) in the
case of any Mortgage Loan that provided for amortization of principal prior to
its maturity date, principal continued to amortize on the same amortization
schedule, and (d) in the case of any Mortgage Loan that does not provide for
amortization of principal prior to its maturity date, no principal is amortized
with respect to such Mortgage Loan.
"Assumption Fee": A fee, as specified below, payable to the
Servicer as compensation for performing the services necessary in connection
with the assumption of a Mortgage Loan permitted pursuant to Section 3.09 and,
in each case, provided that such fee is not an obligation of the Trust. Subject
to the related Mortgage Documents and applicable law, the Assumption Fee payable
to the Servicer in respect of any Mortgage Loan shall be an amount not in excess
of the lesser of (i) an amount equal to the sum of (a) 1.0% of the portion of
the outstanding principal balance of such Mortgage Loan that is less than
$2,000,000, and (b) 0.50% of the portion of the outstanding principal balance of
such Mortgage Loan that is greater than or equal to $2,000,000, or (ii) $50,000.
"Available Distribution Amount": With respect to the Mortgage
Loans on any Distribution Date, the sum of the Interest Distribution Amount for
such Distribution Date and the Principal Distribution Amount with respect to
each Mortgage Loan Group or the Aggregated Principal Distribution Amount, as the
case may be, for such Distribution Date.
"Balloon Mortgage Loan": Any Mortgage Loan that provides for
Scheduled Payments based on an amortization schedule longer than its term to
maturity or a Mortgage Loan with no scheduled amortization.
"Balloon Payment": With respect to any Balloon Mortgage Loan, the
Scheduled Payment of principal and interest due on the maturity date of such
Balloon Mortgage Loan.
"Bankruptcy Code": The Bankruptcy Code, 11 U.S.C. ss. 101 et
seq., as amended from time to time and any successor statute thereto.
"Beneficial Owner": With respect to a Global Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Person maintaining an account with such
Depository (directly as an Agent Member or indirectly through an Agent Member,
in accordance with the rules of such Depository). Each of the Trustee, the
Servicer and the Special Servicer shall have the right to require, as a
condition to acknowledging the status of any Person as a Beneficial Owner under
this
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Agreement, that such Person provide evidence at its expense of its status as a
Beneficial Owner hereunder.
"Borrower": Any obligor on a Note and also, as the context may
require, any owner of an interest in a Mortgaged Property (other than the Trust
Fund).
"Business Day": Any day other than (1) a Saturday or a Sunday,
(2) a legal holiday in New York, New York, or in the city and state of the
principal place of business of the Trustee, the Servicer or the Special
Servicer, or (3) a day on which banking institutions in New York, New York, or
in the city and state of the principal place of business of the Trustee, the
Servicer or the Special Servicer is authorized or obligated by law or executive
order to be closed.
"Capital Improvements": Any construction or capital improvement
to an REO Property described in Section 856(e) of the Code. For purposes of this
definition, the activities described in Treasury Regulation Section
1.856-6(e)(5) shall not constitute "Capital Improvements."
"CERCLA": The Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C., Section 9601 et seq., as amended from time
to time.
"Certificate": Any Class A Certificate, Class B Certificate,
Class C Certificate, Class D Certificate, Class E Certificate, Class F
Certificate, Class G Certificate, Class H Certificate, Class I Certificate,
Class J Certificate, Class P Certificate, Class X Certificate, Class R
Certificate or Class LR Certificate issued, authenticated and delivered
hereunder.
"Certificate-Based Minimum": As defined in Section 9.01(c).
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest
allocated to such Class pursuant to Section 4.10(a).
"Certificate Principal Amount": With respect to any Class of
Certificates (other than the Class R, Class LR, Class X-1, Class X-1A, Class X-2
and Class X-2A Certificates), (i) on or prior to the first Distribution Date, an
amount equal to the initial Certificate Principal Amount of such Class as
specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, the Certificate Principal
Amount of such Class on the Distribution Date immediately prior to such date of
determination (determined as adjusted pursuant to Section 1.02(vi)).
"Certificate Rating": With respect to the long-term unsecured
debt of any institution, a long-term debt obligation rating by each Rating
Agency not lower than the highest rating by such Rating Agency of any Class of
Certificates then outstanding, provided, however, that the Certificate Rating
will not be lower than investment grade by such Rating Agency.
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"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.03 and Section
5.02, respectively.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register.
"Class": With respect to any Certificates or Lower-Tier
Interests, all of the Certificates or Lower-Tier Interests bearing the same
alphabetical (and, if applicable, numerical) class designation.
"Class A Certificate": Any Class A-1A, Class A-1B, Class A-1C,
Class A-2A or Class A-2B Certificate.
"Class A-1A Certificate": A Certificate designated as "Class
A-1A" on the face thereof, in the form of Exhibit A-1 hereto.
"Class A-1A Fraction": A fraction, expressed as a percentage, the
numerator of which is the Class A-1A Pass-Through Rate and the denominator of
which is 7.750%.
"Class A-1A Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 5.711%.
"Class A-1B Certificate": A Certificate designated as "Class
A-1B" on the face thereof, in the form of Exhibit A-2 hereto.
"Class A-1B Fraction": A fraction, expressed as a percentage, the
numerator of which is the Class A-1B Pass-Through Rate and the denominator of
which is 7.750%.
"Class A-1B Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 5.751%.
"Class A-1C Certificate": A Certificate designated as "Class
A-1C" on the face thereof, in the form of Exhibit A-3 hereto.
"Class A-1C Fraction": A fraction, expressed as a percentage, the
numerator of which is the Class A-1C Pass-Through Rate and the denominator of
which is 7.750%.
"Class A-1C Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 5.944%.
"Class A-2A Certificate": A Certificate designated as "Class
A-2A" on the face thereof, in the form of Exhibit A-4 hereto.
"Class A-2A Fraction": A fraction, expressed as a percentage, the
numerator of which is the Class A-2A Pass-Through Rate and the denominator of
which is 7.750%.
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"Class A-2A Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 7.750%.
"Class A-2B Certificate": A Certificate designated as "Class
A-2B" on the face thereof, in the form of Exhibit A-5 hereto.
"Class A-2B Fraction": A fraction, expressed as a percentage, the
numerator of which is the Class A-2B Pass-Through Rate and the denominator of
which is 7.750%.
"Class A-2B Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 6.759%.
"Class B Certificate": A Certificate designated as "Class B" on
the face thereof, in the form of Exhibit A-6 hereto.
"Class B Fraction": A fraction, expressed as a percentage, the
numerator of which is the Class B Pass-Through Rate and the denominator of which
is 7.750%.
"Class B Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 6.303%.
"Class C Certificate": A Certificate designated as "Class C" on
the face thereof, in the form of Exhibit A-7 hereto.
"Class C Fraction": A fraction, expressed as a percentage, the
numerator of which is the Class C Pass-Through Rate and the denominator of which
is 7.750%.
"Class C Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 6.525%.
"Class D Certificate": A Certificate designated as "Class D" on
the face thereof, in the form of Exhibit A-8 hereto.
"Class D Fraction": A fraction, expressed as a percentage, the
numerator of which is the Class D Pass-Through Rate and the denominator of which
is 7.750%.
"Class D Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 7.034%.
"Class E Certificate": A Certificate designated as "Class E" on
the face thereof, in the form of Exhibit A-9 hereto.
"Class E Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 7.750%.
"Class F Certificate": A Certificate designated as "Class F" on
the face thereof, in the form of Exhibit A-10 hereto.
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"Class F Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 7.750%.
"Class G Certificate": A Certificate designated as "Class G" on
the face thereof, in the form of Exhibit A-11 hereto.
"Class G Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 7.750%.
"Class H Certificate": A Certificate designated as "Class H" on
the face thereof, in the form of Exhibit A-12 hereto.
"Class H Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 7.750%.
"Class I Certificate": A Certificate designated as "Class I" on
the face thereof, in the form of Exhibit A-13 hereto.
"Class I Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 7.750%.
"Class J Certificate": A Certificate designated as "Class J" on
the face thereof, in the form of Exhibit A-14 hereto.
"Class J Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 7.750%.
"Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-20 hereto.
"Class LA-1A Interest": A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LA-1B Interest": A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LA-1C Interest": A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LA-2A Interest": A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount
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and Lower-Tier Remittance Rate set forth in the Preliminary Statement hereto,
and which is entitled to the monthly distributions payable thereto pursuant to
Section 4.01.
"Class LA-2B Interest": A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LB Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LC Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LD Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LE Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LF Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LG Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LH Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LI Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and
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Lower-Tier Remittance Rate set forth in the Preliminary Statement hereto, and
which is entitled to the monthly distributions payable thereto pursuant to
Section 4.01.
"Class LJ Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the monthly distributions
payable thereto pursuant to Section 4.01.
"Class LP Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Principal Amount set forth in the Preliminary Statement hereto, and
which is entitled to the monthly distributions payable thereto pursuant to
Section 4.01.
"Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-20 hereto.
"Class LR Distribution Amount": With respect to any Distribution
Date, an amount equal to the funds to be distributed to the Holders of the Class
LR Certificates on such Distribution Date pursuant to Section 4.01.
"Class LX-1 Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Notional Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the distributions payable
thereto pursuant to Section 4.01.
"Class LX-1 Notional Amount": With respect to any Distribution
Date, an amount equal to the aggregate Scheduled Principal Balance of the Group
1 Mortgage Loans (other than Discount Mortgage Loans) as of the first day of the
Due Period related to such Distribution Date.
"Class LX-2 Interest": A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and having the initial
Lower-Tier Notional Amount and Lower-Tier Remittance Rate set forth in the
Preliminary Statement hereto, and which is entitled to the distributions payable
thereto pursuant to Section 4.01.
"Class LX-2 Notional Amount": With respect to any Distribution
Date, an amount equal to the aggregate Scheduled Principal Balance of the Group
2 Mortgage Loans (other than Discount Mortgage Loans) as of the first day of the
Due Period related to such Distribution Date.
"Class P Certificate": A Certificate designated as "Class P" on
the face thereof, in the form of Exhibit A-21 hereto.
"Class P Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the product of (x) the PO Percentage, and (y) the
sum of the following amounts for such Discount Mortgage Loans: (i) the principal
portion of all Scheduled
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Payments due during the Related Due Period and Assumed Scheduled Payments deemed
to be due during the Related Due Period, to the extent collected or advanced,
(ii) the principal portion of all Principal Prepayments (including Net
Liquidation Proceeds, Net REO Proceeds, and Insurance Proceeds), to the extent
received, and (iii) the principal portion of the proceeds of all repurchases of
Discount Mortgage Loans repurchased by the Seller (or its successors in
interest) during the Related Prepayment Period, provided, however, that in no
event shall the Class P Distribution Amount include any portion of any principal
payments received in respect of Mortgage Deferred Interest.
"Class R Certificate": A Certificate designated as "Class R" on
the face thereof, in the form of Exhibit A-19 hereto.
"Class Unpaid Interest Shortfall": As to any Distribution Date
and any Class of Certificates (other than the Class P Certificates and the
Residual Certificates) and Lower-Tier Regular Interests (other than the Class LP
Interest), the excess, if any, of (a) the sum of (i) the Distributable
Certificate Interest or Uncertificated Distributable Interest, as applicable, in
respect of such Class for the immediately preceding Distribution Date and (ii)
any outstanding Class Unpaid Interest Shortfall payable to such Class on such
preceding Distribution Date over (b) the aggregate amount in respect of interest
actually distributed to such Class or Interest on such immediately preceding
Distribution Date. The Class Unpaid Interest Shortfall with respect to any Class
as of the initial Distribution Date is zero. No interest shall accrue on Class
Unpaid Interest Shortfalls.
"Class X Certificates": Any of the Class X-1, Class X-1A, Class
X-2 or Class X-2A Certificates.
"Class X-1 Certificate": A Certificate designated as "Class X-1"
on the face thereof, in the form of Exhibit A-15 hereto.
"Class X-1 Notional Amount": With respect to any Distribution
Date, an amount equal to the aggregate Scheduled Principal Balance of the Group
1 Mortgage Loans (other than the PO Percentage of the Scheduled Principal
Balance of the Discount Mortgage Loans in Group 1) as of the first day of the
Mortgage Loan Due Period related to such Distribution Date.
"Class X-1 Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the excess, if any, of the weighted average of
the Net Mortgage Interest Rates of the Group 1 Mortgage Loans (or in the case of
any Discount Mortgage Loan, the then-current Net Mortgage Interest Rate
multiplied by a fraction, the numerator of which is 7.750% and the denominator
of which is the Net Mortgage Interest Rate of such Discount Mortgage Loan as of
the Cut-Off Date) as of the first day of the Mortgage Loan Due Period (after
giving effect to principal payments due on such day) related to such
Distribution Date over 7.750%.
"Class X-1A Certificate": A Certificate designated as "Class
X-1A" on the face thereof, in the form of Exhibit A-16 hereto.
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"Class X-1A Component": Any of the Component A-1A, Component
A-1B, Component A-1C, Component B, Component C or Component D.
"Class X-1A Notional Amount": With respect to any Distribution
Date, an amount equal to the sum of the aggregate Certificate Principal Amounts
of the Class A-1A, Class A-1B, Class A-1C, Class B, Class C and Class D
Certificates outstanding immediately prior to such Distribution Date.
"Class X-1A Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the excess, if any, of 7.750% over the weighted
average of the Pass-Through Rates for the Class A-1A, Class A-1B, Class A-1C,
Class B, Class C and Class D Certificates, weighted by their respective
aggregate Certificate Principal Amounts immediately prior to such Distribution
Date.
"Class X-2 Certificate": A Certificate designated as "Class X-2"
on the face thereof, in the form of Exhibit A-17 hereto.
"Class X-2 Notional Amount": With respect to any Distribution
Date, an amount equal to the aggregate Scheduled Principal Balance of the Group
2 Mortgage Loans (other than the PO Percentage of the Scheduled Principal
Balance of the Discount Mortgage Loans in Group 2) as of the first day of the
Mortgage Loan Due Period related to such Distribution Date.
"Class X-2 Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the excess, if any, of the weighted average of
the Net Mortgage Interest Rates of the Group 2 Mortgage Loans (or 7.750%, in the
case of Discount Mortgage Loans) as of the first day of the Mortgage Loan Due
Period (after giving effect to principal payments due on such day) related to
such Distribution Date over 7.750%.
"Class X-2A Certificate": A Certificate designated as "Class
X-2A" on the face thereof, in the form of Exhibit A-18 hereto.
"Class X-2A Component": Either of the Component A-2A or Component
A-2B.
"Class X-2A Notional Amount": With respect to any Distribution
Date, an amount equal to the sum of the aggregate Certificate Principal Amounts
of the Class A-2A and Class A-2B Certificates outstanding immediately prior to
such Distribution Date.
"Class X-2A Pass-Through Rate": With respect to any Distribution
Date, a rate per annum equal to the excess, if any, of 7.750% over the weighted
average of the Pass-Through Rates for the Class A-2A and Class A-2B
Certificates, weighted by their respective aggregate Certificate Principal
Amounts immediately prior to such Distribution Date.
"Closing Date": February 15, 1996.
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"Code": The Internal Revenue Code of 1986, as amended from time
to time, and any successor statutes thereto.
"Collection Account": The separate trust account or accounts
established and maintained by the Servicer pursuant to Section 3.05(a), which
shall be entitled "LaSalle National Bank as Trustee, in trust for the Holders of
Structured Asset Securities Corporation, Multiclass Pass-Through Certificates,
Series 1996-CFL, Collection Account," and which shall be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"Comparative Financial Status Report": A report substantially
containing the content described in Exhibit E attached hereto, setting forth,
among other things, the occupancy, revenue, net operating income and Debt
Service Coverage Ratio for each Mortgage Loan as of the Determination Date
immediately preceding the preparation of such report for each of three periods
(to the extent such information is available): (i) the most current available
year-to-date, (ii) the previous two full fiscal years, and (iii) the "base year"
(representing the original analysis of information used as of the Cut-Off Date).
For the purposes of the Servicer's production of any such report that is
required to state information for any period prior to the Cut-Off Date, the
Servicer may conclusively rely (without independent verification), absent
manifest error, on information provided to it by the Seller.
"Component": Any of the Class X-1A or Class X-2A Components, as
applicable.
"Component A-1A": With respect to the Class X-1A Certificates, at
any date of determination, that portion of the Class X-1A Notional Amount equal
to the Lower-Tier Principal Amount of the Class LA-1A Interest outstanding
immediately prior to such date.
"Component A-1A Fraction": A fraction, expressed as a percentage,
the numerator of which is the Component A-1A Rate and the denominator of which
is 7.750%.
"Component A-1A Rate": With respect to any Distribution Date, a
rate per annum equal to 2.039%.
"Component A-1B": With respect to the Class X-1A Certificates, at
any date of determination, that portion of the Class X-1A Notional Amount equal
to the Lower-Tier Principal Amount of the Class LA-1B Interest outstanding
immediately prior to such date.
"Component A-1B Fraction": A fraction, expressed as a percentage,
the numerator of which is the Component A-1B Rate and the denominator of which
is 7.750%.
"Component A-1B Rate": With respect to any Distribution Date, a
rate per annum equal to 1.999%.
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"Component A-1C": With respect to the Class X-1A Certificates, at
any date of determination, that portion of the Class X-1A Notional Amount equal
to the Lower-Tier Principal Amount of the Class LA-1C Interest outstanding
immediately prior to such date.
"Component A-1C Fraction": A fraction, expressed as a percentage,
the numerator of which is the Component A-1C Rate and the denominator of which
is 7.750%.
"Component A-1C Rate": With respect to any Distribution Date, a
rate per annum equal to 1.806%.
"Component A-2A": With respect to the Class X-2A Certificates, at
any date of determination, that portion of the Class X-2A Notional Amount equal
to the Lower-Tier Principal Amount of the Class LA-2A Interest outstanding
immediately prior to such date.
"Component A-2A Fraction": A fraction, expressed as a percentage,
the numerator of which is the Component A-2A Rate and the denominator of which
is 7.750%.
"Component A-2A Rate": With respect to any Distribution Date, a
rate per annum equal to 0%.
"Component A-2B": With respect to the Class X-2A Certificates, at
any date of determination, that portion of the Class X-2A Notional Amount equal
to the Lower-Tier Principal Amount of the Class LA-2B Interest outstanding
immediately prior to such date.
"Component A-2B Fraction": A fraction, expressed as a percentage,
the numerator of which is the Component A-2B Rate and the denominator of which
is 7.750%.
"Component A-2B Rate": With respect to any Distribution Date, a
rate per annum equal to 0.991%.
"Component B": With respect to the Class X-1A Certificates, at
any date of determination, that portion of the Class X-1A Notional Amount equal
to the Lower-Tier Principal Amount of the Class LB Interest outstanding
immediately prior to such date.
"Component B Fraction": A fraction, expressed as a percentage,
the numerator of which is the Component B Rate and the denominator of which is
7.750%.
"Component B Rate": With respect to any Distribution Date, a rate
per annum equal to 1.447%.
"Component C": With respect to the Class X-1A Certificates, at
any date of determination, that portion of the Class X-1A Notional Amount equal
to the Lower-Tier Principal Amount of the Class LC Interest outstanding
immediately prior to such date.
"Component C Fraction": A fraction, expressed as a percentage,
the numerator of which is the Component C Rate and the denominator of which is
7.750%.
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"Component C Rate": With respect to any Distribution Date, a rate
per annum equal to 1.225%.
"Component D": With respect to the Class X-1A Certificates, at
any date of determination, that portion of the Class X-1A Notional Amount equal
to the Lower-Tier Principal Amount of the Class LD Interest outstanding
immediately prior to such date.
"Component D Fraction": A fraction, expressed as a percentage,
the numerator of which is the Component D Rate and the denominator of which is
7.750%.
"Component D Rate": With respect to any Distribution Date, a rate
per annum equal to 0.716%.
"Component Rate": Any or all of the Component A-1A, Component
A-1B, Component A-1C, Component B, Component C, Component D, Component A-2A and
Component A-2B Rates, as applicable.
"Condemnation Proceeds": With respect to a Mortgaged Property (or
REO Property), any awards resulting from the full or partial condemnation or any
eminent domain proceeding or any conveyance in lieu or in anticipation thereof
by or to any governmental or quasi-governmental authority, other than amounts to
be applied to the restoration, preservation or repair of such Mortgaged Property
(or REO Property) or released to the related Borrower in accordance with the
terms of the related Mortgage Loan.
"Contingent Interest": With respect to the Mortgage Loans
identified on Schedule 2, an entitlement or right of the Retained Interest
Holder under the related Note to receive payment based upon an equity
participation in, or a percentage of, the net cash flow from or, the net
proceeds realized upon the sale or refinancing of, the related Mortgaged
Property securing such Mortgage Loan.
"Controlling Class": As of any date of determination, the Class
of Regular Certificates (other than the Class P and Class X Certificates) with
the latest alphabetical Class designation that has a then aggregate Certificate
Principal Amount (net of any Appraisal Reduction Amount) at least equal to the
lesser of (i) 25% of the initial aggregate Certificate Principal Amount of such
Class of Regular Certificates as of the Closing Date and (ii) 2% of the
aggregate Certificate Principal Amount (net of any Appraisal Reduction Amount)
of all the Regular Certificates (other that the Class P and Class X
Certificates) as of such date of determination. As of the Closing Date, the
Controlling Class will be the Class J Certificates.
"Corporate Trust Office": The principal corporate trust office of
the Trustee at which, at any particular time, its corporate trust business is
administered, which office at the date hereof is located at LaSalle National
Bank, 135 South LaSalle Street, Suite 200, Chicago, Illinois 60603, Attention:
Asset-Backed Securities Trust Services SASCO 96-CFL (telecopy number
312-904-2084).
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"Corresponding Lower-Tier Class" or "Corresponding Upper-Tier
Class": With respect to any Class of Regular Certificates or Lower-Tier Regular
Interests, the Class of Lower-Tier Regular Interests or Class of Regular
Certificates, as applicable, appearing opposite such Class of Regular
Certificates or Lower-Tier Regular Interests, as the case may be, in the
following table:
<TABLE>
<CAPTION>
Class of Regular Class of Lower-Tier
Certificates Regular Interests
- ---------------- ---------------------
<S> <C>
Class A-1A Certificate Class LA-1A Interest
Class A-1B Certificate Class LA-1B Interest
Class A-1C Certificate Class LA-1C Interest
Class A-2A Certificate Class LA-2A Interest
Class A-2B Certificate Class LA-2B Interest
Class B Certificate Class LB Interest
Class C Certificate Class LC Interest
Class D Certificate Class LD Interest
Class E Certificate Class LE Interest
Class F Certificate Class LF Interest
Class G Certificate Class LG Interest
Class H Certificate Class LH Interest
Class I Certificate Class LI Interest
Class J Certificate Class LJ Interest
Class P Certificate Class LP Interest
Class X-1 Certificate Class LX-1 Interest
Class X-2 Certificate Class LX-2 Interest
</TABLE>
"Custodial Agreement": The Custodial Agreement, if any, from time
to time in effect between the Custodian, the Servicer, the Special Servicer and
the Trustee, as the same may be amended or modified from time to time in
accordance with the terms thereof.
"Custodian": Any Custodian appointed pursuant to Section 8.12
and, unless the Trustee is Custodian, named pursuant to any Custodial Agreement.
The Custodian may (but need not) be the Trustee or any Affiliate of the Trustee,
but may not be the Depositor, the Seller or any Affiliate of the Depositor or
the Seller.
"Cut-Off Date": February 1, 1996.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
as of any date of determination and for any period, the ratio calculated by
dividing the net operating income of the related Mortgaged Property or Mortgaged
Properties, as the case may be, for the most recently ended one-year period for
which data is available from the related Borrower, before payment of any
scheduled payments of principal and interest on such Mortgage Loan or any other
mortgage loans secured by such Mortgaged Property and "normalized" by the
Servicer pursuant to Section 3.13, by the annual debt service required by such
Mortgage Loan
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and any other senior mortgage loans on such Mortgaged Property or Mortgaged
Properties, as the case may be. Annual debt service shall be calculated by
multiplying the Scheduled Payment in effect on such date of determination for
such Mortgage Loan and any senior mortgage loans secured by such Mortgaged
Property by 12.
"Default Interest": With respect to any defaulted Mortgage Loan
(or any successor REO Mortgage Loan) for any Mortgage Loan Due Period, all
interest accrued in respect of such Mortgage Loan (or such REO Mortgage Loan)
during such Mortgage Loan Due Period as a result of the related default
(exclusive of late payment charges) that is in excess of interest at the related
Mortgage Interest Rate accrued on the unpaid principal balance of such Mortgage
Loan (or REO Mortgage Loan) outstanding from time to time during such Mortgage
Loan Due Period.
"Deficient Valuation": With respect to any Mortgage Loan, the
excess of (a) the then outstanding indebtedness of the Mortgage Loan over (b)
the outstanding indebtedness of such Mortgage Loan after a reduction in the
amount due on such Mortgage Loan to an amount less than the then outstanding
principal balance of and accrued interest on the Mortgage Loan, which reduction
results from a proceeding initiated under the Bankruptcy Code.
"Definitive Registered Certificates": As defined in Section 5.01.
"Delinquent": Any Scheduled Payment or Balloon Payment due under
any Mortgage Loan during the Related Due Period for any Distribution Date which
has not been received on behalf of the Trust Fund as of the close of business on
the Determination Date immediately preceding such Distribution Date (without
regard to whether any applicable grace period has expired under the related Note
or other Mortgage Documents).
"Delinquent Loan Status Report": A report substantially
containing the content described in Exhibit F attached hereto, setting forth,
among other things, those Mortgage Loans which, as of the close of business on
the Determination Date immediately preceding the preparation of such report,
were delinquent 30-59 days, delinquent 60-89 days, delinquent 90 days or more,
current but specially serviced, or were in foreclosure but were not REO
Property.
"Depositor": Structured Asset Securities Corporation, a Delaware
corporation, and its successors in interest.
"Depository": The Depository Trust Company, or its successor as
depository with respect to the Global Certificates.
"Determination Date": With respect to any Distribution Date, the
15th day of the calendar month in which such Distribution Date occurs, or if
such 15th day is not a Business Day, the immediately preceding Business Day.
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"Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof that are not
customarily provided to tenants in connection with the rental of space for
occupancy only within the meaning of Treasury Regulations Section
1.512(b)-1(c)(5), the management or operation of such REO Property, the holding
of such REO Property primarily for sale to customers, the performance of any
construction or work thereon, or any use of such REO Property in a trade or
business conducted by the Trust other than through an Independent Contractor;
provided, however, that the Trustee on behalf of the Trust (or the Special
Servicer on behalf of the Trust) shall not be considered to Directly Operate an
REO Property solely because the Trustee on behalf of the Trust (or the Special
Servicer on behalf of the Trust) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions
as to repairs or capital expenditures with respect to such REO Property.
"Discount Mortgage Loan": A Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-Off Date of less than 7.750%.
"Disqualified Organization": Either (a) the United States, a
State or any political subdivision thereof, or any agency or instrumentality of
any of the foregoing (other than an instrumentality that is a corporation if all
of its activities are subject to tax and a majority of its board of directors is
not selected by any such governmental unit), (b) a foreign government,
International Organization or agency or instrumentality of either of the
foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed by Code Section 511 on unrelated business
taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1))
with respect to the Residual Certificates (except certain farmers' cooperatives
described in Code Section 521), (d) rural electric and telephone cooperatives
described in Code Section 1381(a)(2), or (e) any other Person so designated by
the Trustee based upon an Opinion of Counsel to the effect that any Transfer to
such Person may cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC at any time that the Certificates are outstanding.
The terms "State" and "International Organization" shall have the meanings set
forth in Code Section 7701 or successor provisions.
"Distributable Certificate Interest": With respect to any Class
of Certificates (other than the Class P Certificates and the Residual
Certificates), for any Distribution Date, the Accrued Certificate Interest in
respect of such Class of Certificates for such Distribution Date, reduced (to
not less than zero) by any allocations pursuant to this Agreement to such Class
of Certificates of (i) any Realized Losses of interest, (ii) Excess Prepayment
Interest Shortfalls, (iii) Additional Expense Losses (to the extent allocated to
reduce interest distributions to such Class pursuant to Section 4.07), (iv)
Certificate Deferred Interest, and (v) Appraisal Reduction Amounts added to the
Certificate Principal Amount of such Class for such Distribution Date.
"Distribution Accounts": Each of the Upper-Tier Distribution
Account and Lower-Tier Distribution Account.
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"Distribution Date": The 25th day of each calendar month
commencing on March 25, 1996, or if any such 25th day is not a Business Day, the
Business Day immediately following such 25th day.
"Distribution Date Statement": As defined in Section 4.02(a).
"Due Date": With respect to any Mortgage Loan, including, without
limitation, a Balloon Mortgage Loan delinquent in respect of its Balloon
Payment, and with respect to any successor REO Mortgage Loan, the day each month
set forth in the related Note on which a Scheduled Payment is due and payable or
an Assumed Scheduled Payment is deemed due and payable, as the case may be.
"Due Period": With respect to any Distribution Date, the period
commencing on (and including) the second day of the calendar month preceding the
month in which such Distribution Date occurs and ending on (and including) the
first day of the calendar month in which such Distribution Date occurs. In the
case of the first Distribution Date, the Due Period shall be February 2, 1996
through March 1, 1996.
"Early Termination Determination Date": The last day of the
calendar month preceding the calendar month in which the Anticipated Termination
Date is expected to occur.
"Early Termination Notice Date": Any date as of which the
aggregate Certificate Principal Amount of the outstanding Classes of
Certificates is reduced to less than or equal to 10% of the initial aggregate
Certificate Principal Amount of all the Classes of Certificates.
"Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company the
long-term unsecured debt obligations of which are rated at least "AA-" by S&P
and Fitch (if rated by Fitch) if the deposits are to be held in such account for
more than 30 days or the short-term debt obligations of which have a short-term
rating of not less than "A-1" from S&P and "F-1+" from Fitch (if rated by Fitch)
if the deposits are to be held in such account for less than 30 days, or such
other account or accounts with respect to which each of the Rating Agencies
shall have confirmed in writing that the then current rating assigned to any of
the Certificates that are currently being rated by such Rating Agency will not
be qualified, downgraded or withdrawn by reason thereof, or (ii) a segregated
trust account or accounts maintained with the corporate trust department of a
federal or state chartered depository institution or trust company that, in
either case, has corporate trust powers, acting in its fiduciary capacity;
provided that any state chartered depository institution or trust company is
subject to regulation regarding fiduciary funds substantially similar to 12 CFR
ss. 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be
evidenced by a certificate of deposit, passbook or other similar instrument.
"Eligible Investments": Any one or more of the following
obligations or securities, regardless of whether issued by the Depositor, the
Servicer,
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the Special Servicer, the Trustee or any of their respective Affiliates and
having at the time of purchase, or at such other time as may be specified, the
required ratings, if any, provided for in this definition:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States of
America, FNMA, FHLMC or any agency or instrumentality of the United
States of America the obligations of which are backed by the full faith
and credit of the United States of America; provided that any obligation
of, or guarantee by, FNMA or FHLMC, other than an unsecured senior debt
obligation of FNMA or FHLMC, shall be an Eligible Investment only if, at
the time of investment, such investment will be acceptable to each of
the Rating Agencies as evidenced in writing;
(ii) demand and time deposits, certificates of deposit, or
bankers' acceptances that mature in one year or less after the date of
issuance and are issued or held by any depository institution or trust
company incorporated or organized under the laws of the United States of
America or any State thereof and subject to supervision and examination
by federal or state banking authorities, so long as that at the time of
investment or the contractual commitment providing for such investment
the commercial paper or other short-term debt obligations of such
depository institution or trust company are rated at least "A-1+" by S&P
and "F-1+" by Fitch or are otherwise acceptable to each of the Rating
Agencies or the long-term debt obligations of such depository
institution or trust company have the Certificate Rating;
(iii) any demand or time deposit or certificate of deposit that
is fully insured by FDIC;
(iv) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has a
remaining maturity of one year or less and where such repurchase
obligation has been entered into with a depository institution or trust
company (acting as principal) described in clause (ii) above;
(v) debt obligations bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the United
States of America or any state thereof, which securities have ratings
from S&P and Fitch, at the time of investment or the contractual
commitment providing for such investment, at least equal to the highest
long-term credit ratings assigned by S&P and Fitch, unless otherwise
specified in writing by each of the Rating Agencies; provided that
securities issued by any particular corporation will not be Eligible
Investments to the extent that investment therein will cause the
then-outstanding principal amount of securities issued by such
corporation and held in the accounts established hereunder to exceed 10%
of the sum of the aggregate principal balance and the aggregate
principal amount of all Eligible Investments in such accounts;
(vi) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand
or on a specified date
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maturing in one year or less after the date of issuance thereof and
which is rated at least "A-1+" by S&P and "F-l+" by Fitch (if rated by
Fitch);
(vii) units of investment funds, including money market funds,
rated in the highest category by S&P and by Fitch (if rated by Fitch),
or if not rated by Fitch, Fitch has confirmed in writing that such
investments will not lead to the downgrading, withdrawal or
qualification of any rating then assigned by the Rating Agencies to any
Certificate;
(viii) a Qualified GIC;
(ix) certificates or receipts representing ownership interests
in future interest or principal payments on obligations described in
clause (i) above and the Rating Agencies have confirmed in writing that
such investments will not lead to the downgrading, withdrawal or
qualification of any rating then assigned by the Rating Agencies to any
Certificate; and
(x) any other demand, money market or time deposit, obligation,
security or investment, (A) with respect to which each Rating Agency
shall have confirmed in writing that such investment will not result in
a downgrade, qualification or withdrawal of the then-current rating of
the Certificates that are currently being rated by such Rating Agency
and (B) which qualifies as a "cash flow investment" pursuant to Section
860G(a)(6) of the Code;
provided that, in each case, if the investment is rated by S&P, (A) it shall not
have an "r" highlighter affixed to its rating from S&P, (B) it shall have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change and (C) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a
fixed spread, if any; provided that no such instrument shall be an Eligible
Investment (A) if such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments
with respect to such instrument provide a yield to maturity of greater than 120%
of the yield to maturity at par of such underlying obligations or (B) if it may
be redeemed at a price below the purchase price; and provided, further, that no
amount beneficially owned by either REMIC Pool (even if not yet deposited in the
Trust) may be invested in investments (other than money market funds) treated as
equity interests for federal income tax purposes, unless the Servicer receives
an Opinion of Counsel, at its own expense, to the effect that such investment
will not adversely affect the status of either REMIC Pool as a REMIC under the
Code or result in imposition of a tax on any such REMIC Pool. Eligible
Investments that are subject to prepayment or call may not be purchased at a
price in excess of par.
"EMG": Environmental Management Group, Inc.
"Environmental Assessment": A "Phase I assessment" as described
in, and meeting the criteria of, the standards of (i) FNMA, in the case of
Specially Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property, or Accepted
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Servicing Practices, in the case of any other Specially Serviced Mortgage Loans,
and (ii) the American Society for Testing and Materials.
"Environmental Condition": With respect to any Mortgaged
Property, any Environmental Matter on or relating to a Mortgaged Property that
is reasonably likely (i) to cause an imminent and substantial endangerment to
the environment or public; (ii) to create an obligation under any Environmental
Laws to conduct or take any assessment, investigation, removal, remediation or
other action; or (iii) to constitute a violation of, or noncompliance with, any
Environmental Laws or to give rise to a fine, charge, penalty, liability, lien,
or other claim or demand under any Environmental Laws.
"Environmental Laws": Without limitation, CERCLA, the Emergency
Planning and Community Right-to-Know Act of 1986, 42 U.S.C. ss.ss. 11001 et
seq., the Resource Conservation and Recovery Act, 42 U.S.C. ss.ss. 6901 et seq.,
the Toxic Substances Control Act, 15 U.S.C. ss.ss. 2601 et seq., the Federal
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. ss.ss. 136 et seq., the
Clean Air Act, 42 U.S.C. ss.ss. 7401 et seq., the Federal Water Pollution
Control Act, 33 U.S.C. ss.ss. 1251 et seq., the Safe Drinking Water Act, 42
U.S.C. ss.ss. 300f et seq., and the Hazardous Materials Transportation Act, 49
U.S.C. ss.ss. 1801 et seq., as any of the above statutes may have been amended,
all rules, regulations, orders, decrees or judgments promulgated or issued
pursuant to any of the above statutes, and any other federal, state or local
law, statute, rule, regulation, order, decree or judgment governing
Environmental Matters.
"Environmental Matters": Any matter arising out of, relating to,
or resulting from (i) pollution, (ii) contamination, (iii) protection of human
health or the environment, (iv) the emissions, discharges, disseminations,
releases or threatened releases, of Hazardous Materials into, onto, at, on or
from, the air, surface water, groundwater, soil, land surface, or subsurface,
building or facility or (v) the manufacture, processing, generation,
distribution, use, treatment, storage, disposal, transport, or any other
handling of Hazardous Materials.
"Environmental Report": The Environmental Issues Statement &
Resolution Report dated December 15, 1995, and Addendum dated January 19, 1996,
prepared by EMG for the Seller and Lehman Brothers Inc., a copy of which is
attached hereto as Exhibit O. For all purposes herein, the Environmental Report
shall be deemed to refer only to those Mortgaged Properties related to the
Mortgage Loans.
"ERISA": The Employee Retirement Income Security Act of 1974,
amended from time to time.
"Escrow Account": As defined in Section 3.04(a).
"Escrow Payment": Any payment received by the Servicer or the
Special Servicer for the account of any Borrower pursuant to the terms of any
Mortgage Loan for application toward the payment of taxes, insurance premiums,
assessments, tenant improvements, leasing commissions and similar items in
respect of the related Mortgaged Property or for purposes of providing
additional collateral for such Mortgage Loan.
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"Event of Default": As defined in Section 7.01(a).
"Excess Prepayment Interest": For any Distribution Date, with
respect to any Mortgage Loan as to which a full or partial Principal Prepayment
or Balloon Payment was made (i) in the case of Principal Prepayments, during the
Related Prepayment Period and on or after the Due Date in the Related Due
Period, or (ii) in the case of Balloon Payments, where the Balloon Payment has a
Due Date in the Related Due Period and such Due Date occurs in the same Due
Period as that in which the preceding Due Date for such Mortgage Loan occurs, to
the extent collected, the aggregate amount of interest accrued at the related
Mortgage Interest Rate for such Mortgage Loan on such Principal Prepayment or
the principal portion of the Balloon Payment from the first Due Date that occurs
in the Related Due Period to the date such Principal Prepayment is made or the
date such Balloon Payment is due, as the case may be.
"Excess Prepayment Interest Shortfall": With respect to any
Mortgage Loan Group, the excess, if greater than zero, of any Net Prepayment
Interest Shortfall with respect to such Mortgage Loan Group over the Servicing
Fee with respect to such Mortgage Loan Group.
"Exchange Act": The Securities and Exchange Act of 1934, as
amended from time to time.
"Extension": As defined in Section 3.18(b).
"Extension Adviser": As defined in Section 3.23(b). The initial
Extension Adviser will be the Seller.
"FDIC": The Federal Deposit Insurance Corporation, and its
successors in interest.
"FHLMC": The Federal Home Loan Mortgage Corporation, and its
successors in interest.
"Fidelity Bond": Either a Servicer Fidelity Bond or a Special
Servicer Fidelity Bond.
"Final Recovery Determination": A determination with respect to
any Specially Serviced Mortgage Loan by the Special Servicer exercising
reasonable business judgment, that all Insurance Proceeds, Liquidation Proceeds
and other payments or recoveries which the Special Servicer, expects to be
finally recoverable on such Specially Serviced Mortgage Loan, without regard to
any obligation of the Servicer or the Special Servicer, as the case may be, to
make payments from its own funds pursuant to Section 3.08(a), have been
recovered and without regard to any amounts that might be collected pursuant to
deficiency judgments. The Special Servicer shall notify the Operating Adviser,
the Trustee and the Servicer in writing after making any Final Recovery
Determination with respect to any Specially Serviced Mortgage Loan.
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"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation, in its capacity as fiscal agent hereunder, and its successors in
interest, or any successor Fiscal Agent appointed hereunder.
"Fitch": Fitch Investors Service, L.P., and its successors in
interest.
"FNMA": The Federal National Mortgage Association, and its
successors in interest.
"GAAP": Generally accepted accounting principles, consistently
applied.
"Global Certificate": Any of the Class A-1A, Class A-1B, Class
A-1C, Class A-2A, Class A-2B, Class B, Class C, Class D and Class E
Certificates.
"Group 1": Of or pertaining to all Group 1 Mortgage Loans.
"Group 1 Certificates": Collectively, the Class A-1A, Class A-1B,
Class A-1C, Class X-1, Class X-1A, and the Subordinate Certificates.
"Group 1 Mortgage Loan": Those Mortgage Loans so indicated on the
Mortgage Loan Schedule.
"Group 1 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the Principal Distribution Amount with
respect to the Group 1 Mortgage Loans for such Distribution Date.
"Group 2": Of or pertaining to all Group 2 Mortgage Loans.
"Group 2 Certificates": Collectively, the Class A-2A, Class A-2B,
Class X-2 and Class X-2A Certificates.
"Group 2 Mortgage Loan": Those Mortgage Loans so indicated on the
Mortgage Loan Schedule.
"Group 2 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the Principal Distribution Amount with
respect to the Group 2 Mortgage Loans for such Distribution Date.
"Hazardous Materials": Such chemicals, elements, explosives,
radioactive materials, polychlorinated biphenyls, compounds asbestos, any
material containing asbestos and wastes of any nature and composition, as are
defined as hazardous wastes, hazardous substances, regulated substances,
pollutants or contaminants, toxic wastes or toxic substances by (or that form
the basis of liability under) CERCLA; the Superfund Amendment and
Reauthorization Act of 1976, as amended; the Toxic Substances Control Act, as
amended; the Clean Water Act, as amended; the Asbestos Emergency Response Act,
as amended; or any other Environmental Laws; and petroleum, petroleum products
and their constituents.
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"Historical Loan Modification Report": A report substantially
containing the content described in Exhibit G attached hereto, setting forth,
among other things, those Mortgage Loans which, as of the close of business on
the Determination Date immediately preceding the preparation of such report,
have been modified pursuant to this Agreement (i) during the Related Prepayment
Period and (ii) since the Cut-Off Date, showing the original and the revised
terms thereof.
"Historical Loss Estimate Report": A report substantially
containing the content described in Exhibit H attached hereto, setting forth,
among other things, as of the close of business on the Determination Date
immediately preceding the preparation of such report, (i) the aggregate amount
of Liquidation Proceeds and Liquidation Expenses, both for the current period
and historically, and (ii) the amount of Realized Losses occurring during the
Related Prepayment Period, set forth on a Mortgage Loan-by-Mortgage Loan basis.
"Holder": A Certificateholder.
"Independent": When used with respect to any specified Person,
any such Person who (i) is in fact independent of the Depositor, the Seller, the
Servicer, the Special Servicer, or any Affiliate of any thereof, (ii) does not
have any direct financial interest, or any material indirect financial interest,
in any of the Depositor, the Seller, the Servicer, the Special Servicer or any
Affiliate thereof, and (iii) is not connected with the Depositor, the Seller,
the Servicer, the Special Servicer or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Depositor, the Seller, the Servicer, the Special Servicer or
any Affiliate thereof merely because such Person is the beneficial owner of 1%
or less of any class of securities issued by the Depositor, the Seller, the
Servicer, the Special Servicer or any Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Code
Section 856(d)(3) if the Trust were a real estate investment trust (except that
the ownership tests set forth in that section shall be considered to be met by
any Person that owns, directly or indirectly, 35% or more of any Class or 35% or
more of the aggregate value of all Classes of Certificates), provided that the
Trust does not receive or derive any income from such Person and the
relationship between such Person and the Trust is at arm's length, all within
the meaning of Treasury Regulation Section 1.856-4(b)(5) (except that the
Servicer or the Special Servicer shall not be considered to be an Independent
Contractor under the definition in this clause (i) unless an Opinion of Counsel
has been delivered to the Trustee to that effect) or (ii) any other Person
(including the Servicer and the Special Servicer) if the Trustee has received an
Opinion of Counsel to the effect that the taking of any action in respect of any
REO Property by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as "foreclosure property" within
the meaning of Code Section 860G(a)(8) (determined without regard to the
exception applicable for purposes of Code Section 860D(a)) or cause any income
realized in
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respect of such REO Property to fail to qualify as Rents from Real Property
(provided that such income would otherwise so qualify).
"Insurance Policy": Any hazard insurance and other insurance
policies required to be maintained with respect to any Mortgage Loans.
"Insurance Proceeds": Proceeds of any fire and hazard insurance
policy, title policy or other insurance policy relating to a Mortgage Loan, to
the extent such proceeds are not to be applied to the restoration or repair of
the related Mortgaged Property or released to the Borrower in accordance with
the express requirements of the Mortgage or Note or other documents included in
the Mortgage File or in accordance with Accepted Servicing Practices.
"Interest Accrual Period": With respect to any Class of
Certificates or Lower-Tier Interests (other than the Class P Certificates and
the Residual Certificates) and any Distribution Date, the period beginning on
the first day of the calendar month preceding the calendar month in which the
related Distribution Date occurs and ending on the last day of the calendar
month in which such Distribution Date occurs.
"Interest Distribution Amount": With respect to the Mortgage
Loans for any Distribution Date, the sum of (without duplication):
(i) the interest portion of all Scheduled Payments due during
the Related Due Period and Assumed Scheduled Payments deemed to be due during
the Related Due Period, to the extent collected or advanced by the Servicer, the
Trustee or the Fiscal Agent for such Distribution Date with respect to the
Mortgage Loans;
(ii) the interest portion of all Net Liquidation Proceeds,
Insurance Proceeds and Net REO Proceeds to the extent identified as having been
received on the Mortgage Loans or REO Properties during the Related Prepayment
Period;
(iii) any amounts attributable to reductions of the Servicing
Fee payable with respect to such Distribution Date as a result of Net Prepayment
Interest Shortfalls on the Mortgage Loans;
(iv) the interest portion of the proceeds of all repurchases of
Mortgage Loans repurchased by the Seller during the Related Prepayment Period;
and
(v) all other collections or proceeds received during the
Related Prepayment Period, other than collections allocable to principal, with
respect to the Mortgage Loans including, but not limited to, any late fees, not
otherwise payable to the Servicer, the Trustee or the Fiscal Agent, and any Net
REO Proceeds (not otherwise included in the Principal Distribution Amount for
such Distribution Date or in clause (ii) above);
less (without duplication):
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(a) the interest portion of all Scheduled Payments collected
on or prior to the related Determination Date but due on a Due Date subsequent
to the end of the Related Due Period with respect to the Mortgage Loans;
(b) the interest portion of any Net Liquidation Proceeds,
Insurance Proceeds and Net REO Proceeds on the Mortgage Loans received after the
end of the Related Prepayment Period;
(c) all amounts (other than any Additional Trust Fund
Expenses) that are currently due or reimbursable to the Servicer, the Special
Servicer, the Trustee, or the Fiscal Agent (including the Servicing Fee and the
Trustee Fee), including, but not limited to, Advance Interest;
(d) all Prepayment Charges collected with respect to the
Mortgage Loans during the Related Prepayment Period;
(e) any Additional Expense Losses incurred on the Mortgage
Loans which have not previously been allocated as of the related Determination
Date and are allocated to reduce interest distributions as set forth in Section
4.07;
(f) all Appraisal Reduction Amounts for such Distribution Date
to the extent available for distribution from interest otherwise distributable
on the Subordinate Certificates to which the related Appraisal Reduction is
allocated pursuant to Section 4.08 (after reduction of the Distributable
Certificate Interest for such Certificates for Realized Losses of interest,
Additional Expense Losses (to the extent allocated to reduce interest
distributions to such Subordinated Certificates as set forth in Section 4.07),
Certificate Deferred Interest and Excess Prepayment Interest Shortfalls, but not
for Appraisal Reduction Amounts); and
(g) all amounts collected in respect of any Retained
Interests, and all amounts deposited in the Collection Account or Distribution
Accounts in error.
"Interest Payment Adjustment": In respect of each Class of
Regular Certificates (other than the Class X and Class P Certificates) in
connection with a Principal Prepayment of a Mortgage Loan during any Prepayment
Period, an amount equal to one-twelfth of the product of (a) the amount, if any,
by which the Pass-Through Rate for such Class of Certificates for the related
Distribution Date exceeds the applicable Reinvestment Yield (expressed on a
mortgage equivalent basis), multiplied by (b) the amount of such Principal
Prepayment (exclusive of the PO Percentage of such Principal Prepayment in the
case of a Discount Mortgage Loan), multiplied by (c) a fraction, the numerator
of which is the portion of the applicable Principal Distribution Amount for such
Distribution Date payable in reduction of the aggregate Certificate Principal
Amount of such Class of Certificates, and the denominator of which is the
Principal Distribution Amount for the related Mortgage Loan Group for such
Distribution Date. In respect of any Component of the aggregate Class X-1A
Notional Amount of the Class X-1A Certificates in connection with a Principal
Prepayment of a Mortgage Loan during any Prepayment Period, an amount equal to
one-twelfth of the product of (x) the related Component Rate (that is, the
Component Rate with the same letter
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designation as such Component) for the related Distribution Date, multiplied by
(y) the amount of such Principal Prepayment (exclusive of the PO Percentage of
such Principal Prepayment in the case of a Discount Mortgage Loan), multiplied
by (z) a fraction, the numerator of which is the portion of either (i) the Group
1 Principal Distribution Amount for such Distribution Date or (ii) on and after
the Principal Aggregation Date resulting from the Certificate Principal Amount
of the Class A-2B Certificates being reduced to zero, the Aggregated Principal
Distribution Amount for such Distribution Date, deemed payable in reduction of
the amount of such Component, and the denominator of which is the Group 1
Principal Distribution Amount or the Aggregated Principal Distribution Amount,
as applicable, for such Distribution Date. In respect of any Component of the
aggregate Class X-2A Notional Amount of the Class X-2A Certificates in
connection with a Principal Prepayment of a Mortgage Loan during any Prepayment
Period, an amount equal to one-twelfth of the product of (x) the related
Component Rate (that is, the Component Rate with the same letter designation as
such Component) for the related Distribution Date, multiplied to (y) the amount
of such Principal Prepayment (exclusive of the PO Percentage of such Principal
Prepayment, in the case of a Discount Mortgage Loan), multiplied by (z) a
fraction, the numerator of which is the portion of either (i) the Group 2
Principal Distribution Amount for such Distribution Date or (ii) on and after
the Principal Aggregation Date resulting from the Certificate Principal Amount
of the Class A-1C Certificate being reduced to zero, the Aggregated Principal
Distribution Amount for such Distribution Date, deemed payable in reduction of
the amount of such Component, and the denominator of which is the Group 2
Principal Distribution Amount or the Aggregated Principal Distribution Amount,
as applicable, for such Distribution Date.
"Interested Person": As of any date of determination, the
Servicer, the Special Servicer, any Independent Contractor engaged by the
Special Servicer pursuant to Section 3.17(e) or any Person that, to the actual
knowledge of a Responsible Officer of the Trustee is an Affiliate of any of
them.
"Investment Account": As defined in Section 3.07(a).
"Investment Representation Letter": As defined in Section 5.10.
"IO Interest Payment Adjustment": In respect of the Class X-1 and
Class X-2 Certificates in connection with a Principal Prepayment of a Mortgage
Loan during any Prepayment Period, an amount equal to one-twelfth of the product
of the excess of the Net Mortgage Interest Rate of the related Mortgage Loan
over 7.750%, multiplied by the amount of such Principal Prepayment (exclusive of
the PO Percentage of such Principal Prepayment, in the case of a Discount
Mortgage Loan).
"IO Reinvestment Yield": With respect to any of the Class X-1 and
Class X-2 Certificates, an amount equal to the yield on the U.S. Treasury issue
(primary issue) with a maturity date closest to the stated maturity date of the
Mortgage Loan on which a Principal Prepayment is received.
"Liquidated Loan": A Specially Serviced Mortgage Loan as to which
the Special Servicer has made a Final Recovery Determination.
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"Liquidation Expenses": Expenses incurred by the Servicer,
Trustee or Special Servicer in accordance with Accepted Servicing Practices in
connection with the enforcement and liquidation of any Specially Serviced
Mortgage Loan or REO Property (including, without limitation, legal fees and
expenses, committee or referee fees, appraisal fees, environmental evaluation
fees, property inspection costs incurred by the Special Servicer, reasonable
litigation related travel expenses and, if applicable, brokerage commissions and
conveyance taxes) and any Property Protection Expenses incurred with respect to
such Mortgage Loan or such REO Property not previously reimbursed from
collections or other proceeds therefrom.
"Liquidation Proceeds": Any of the following (i) Condemnation
Proceeds, (ii) the amount of cash (other than the Insurance Proceeds) received
in connection with the liquidation of a Specially Serviced Mortgage Loan through
a trustee's sale, foreclosure sale or otherwise or (iii) the amount of cash
(other than the Insurance Proceeds) received in connection with a purchase or
sale of a Mortgage Loan or an REO Property in accordance with Section 3.18 or
Section 9.01.
"Loan Number": With respect to any Mortgage Loan, the loan number
by which such Mortgage Loan was identified on the books and records of the
Seller, as set forth in the Mortgage Loan Schedule (or, after the Closing Date,
the loan number by which such Mortgage Loan is identified on the books and
records of the Servicer or the Special Servicer, which number shall be given to
the Trustee in writing and by magnetic tape in a format mutually agreed upon
between the Servicer and the Trustee); provided that for the purposes of
providing reports required pursuant to Article IV, Loan Number shall refer to
the Prospectus I.D. number as set forth in the Mortgage Loan Schedule.
"Lower-Tier Available Transfer Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the Available
Distribution Amount for such Distribution Date and (ii) the aggregate amount of
Prepayment Charges collected during the Related Prepayment Period, minus (b) the
Class LR Distribution Amount for such Distribution Date.
"Lower-Tier Distribution Account": The account or accounts
created and maintained by the Trustee pursuant to Section 3.05(b), which shall
be entitled "LaSalle National Bank, as Trustee, in trust for Holders of the
Structured Asset Securities Corporation, Multiclass Pass-Through Certificates,
Series 1996-CFL, Lower-Tier Distribution Account," and which shall be an
Eligible Account.
"Lower-Tier Interests": Any of the Lower-Tier Regular Interests
and the Class LR Certificate issued pursuant to this Agreement.
"Lower-Tier Notional Amount": Either the Class LX-1 Notional
Amount or the Class LX-2 Notional Amount.
"Lower-Tier Principal Amount": With respect to any Class of
Lower-Tier Regular Interests (other than the Class LX-1 and Class LX-2
Lower-Tier Regular Interests), (i) on or prior to the first Distribution Date,
an amount equal to the initial principal amount of
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such Class as specified in the Lower-Tier REMIC table in the Preliminary
Statement hereto, and (ii) as of any date of determination after the first
Determination Date, the Lower-Tier Principal Amount of such Class on the
Distribution Date immediately prior to such date of determination (determined as
adjusted pursuant to Section 1.02(vi).
"Lower-Tier Regular Interests": Any of the Class LA-1A, Class
LA-1B, Class LA-1C, Class LX-1, Class LA-2A, Class LA-2B, Class LX-2, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LI, Class LJ
and Class LP Interests issued pursuant to this Agreement.
"Lower-Tier REMIC": One of two separate REMICs comprising the
Trust Fund, the assets of which consist of the Mortgage Loans (other than any
Retained Interest with respect to any Mortgage Loans), any REO Property with
respect thereto, such amounts as shall from time to time be held in the
Collection Account (other than with respect to the Retained Interests), any REO
Account and the Lower-Tier Distribution Account, and all other property included
in the Trust Fund that is not in the Upper-Tier REMIC.
"Lower-Tier Remittance Rate": With respect to any Lower-Tier
Regular Interest (other than the Class LX-1 and Class LX-2 Lower-Tier Regular
Interests), for any Distribution Date, a per annum rate of 7.750%, and with
respect to the Class LX-1 and Class LX-2 Interests, the Class X-1 Pass-Through
Rate and the Class X-2 Pass-Through Rate, respectively.
"MAI": Member of the Appraisal Institute.
"Minimum Bid Price": With respect to the sale of an REO Property
or Mortgage Loan pursuant to Section 3.18, a price equal to the lesser of (i)
the Repurchase Price for such REO Property, and (ii) the greater of (A) the
value of such REO Property as determined by an appraisal of such REO Property
performed by an Independent appraiser in accordance with MAI standards and
methodologies within the past twelve months, and (B) a price such that any
Realized Loss resulting from the sale of such REO Property at such price, when
combined with all other Realized Losses not yet allocated to the Certificates as
of such date of sale, would (other than the PO Percentage of any such Realized
Losses) be allocable only to the most subordinated Class of Regular Certificates
(other than the Class X Certificates) then outstanding, to the Controlling Class
and Classes of Regular Certificates (other than the Class X and Class P
Certificates) senior to the Controlling Class that are wholly-owned by the
purchaser of such REO Property or Mortgage Loan or any Affiliate thereof.
"Minimum Termination Price": As defined in Section 9.01(c).
"Modified Servicing Fee Rate": As defined in Section 7.02.
"Mortgage": The mortgage, deed of trust or other instrument
creating a first or junior lien on a Mortgaged Property securing a Note,
together with any rider, addendum or amendment thereto, as amended from time to
time.
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"Mortgage Deferred Interest": With respect to any Mortgage Loan
as of any Due Date that has been modified to reduce the rate at which interest
is paid currently below the Mortgage Interest Rate, the excess, if any, of (a)
interest accrued on the Scheduled Principal Balance thereof during the one-month
interest accrual period set forth in the related Note at the related Mortgage
Interest Rate over (b) the interest portion of the related Scheduled Payment or,
if applicable, Assumed Scheduled Payment due on such Due Date.
"Mortgage Documents": With respect to any Mortgage Loan, the
documents listed in clauses (i) (other than the endorsement to the Trustee
thereon), (ii), (iv), (v), (vi), (viii), (ix) (other than the Re-assignment of
Assignment of Leases, Rents and Profits referred to therein) and (x) of Section
2.01(a).
"Mortgage File": With respect to any Mortgage Loan, the mortgage
documents listed in Section 2.01(a)(i) through (x) pertaining to such particular
Mortgage Loan and any additional documents required to be added to such Mortgage
File pursuant to this Agreement.
"Mortgage Interest Rate": With respect to any Mortgage Loan
(other than a Mortgage Loan that has become an REO Mortgage Loan) on or prior to
its maturity date, the per annum rate at which interest is scheduled (in the
absence of a default) to accrue on such Mortgage Loan (not including any
Contingent Interest) from time to time in accordance with the terms of the
related Note (as such may be modified at any time following the Closing Date)
and applicable law. With respect to any Mortgage Loan (other than a Mortgage
Loan that has become an REO Mortgage Loan) after its maturity date, the per
annum rate described in the preceding sentence determined without regard to the
passage of such maturity date. With respect to any REO Mortgage Loan, the per
annum rate described in the two preceding sentences, as applicable, determined
as if the related Mortgage Loan had remained outstanding.
"Mortgage Loan": Each mortgage loan identified on the Mortgage
Loan Schedule.
"Mortgage Loan Due Period": With respect to each Mortgage Loan
and any Distribution Date, the period ending on the day prior to the Due Date
occurring in the Related Due Period and beginning on the preceding Due Date, or,
in the case of an REO Mortgage Loan, each period that would have been a Mortgage
Loan Due Period if the related Mortgage Loan were still outstanding.
"Mortgage Loan Group": Each of the Group 1 Mortgage Loans or the
Group 2 Mortgage Loans.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
and Exchange Agreement, dated as of February 1, 1996, between the Seller and the
Depositor pursuant to which the Mortgage Loans are conveyed to the Depositor.
"Mortgage Loan Schedule": As of any date, the list of mortgage
loans included in the Trust Fund on such date, such list as of the Closing Date
being attached hereto as
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Exhibit B. The Mortgage Loan Schedule may be in the form of more than one list,
collectively setting forth all of the information required. The Mortgage Loan
Schedule shall be amended from time to time in accordance with the provisions of
this Agreement.
"Mortgaged Property": The underlying property (including any REO
Property) that secures the indebtedness of the Borrower under the related
Mortgage Loan together with improvements thereto and with any personal property,
fixtures, leases and other property or rights pertaining thereto and the
Borrower's interest therein.
"Net Collections": With respect to any Specially Serviced
Mortgage Loan (or a Mortgage Loan that previously was a Specially Serviced
Mortgage Loan) or any REO Property, an amount equal to (i) any payment of
principal or interest, net of related expenses, including, but not limited to,
the Special Servicing Fee and expenses of enforcing the terms of the Specially
Serviced Mortgage Loan (but excluding amounts set forth in the following clause
(iii) which are applied to any payment described in this clause (i)), (ii) in
the case of an REO Property, Net Income, (iii) Liquidation Proceeds and
Insurance Proceeds (net of any Liquidation Expenses, outstanding Servicing
Advances, accrued but unpaid Advance Interest, the Servicing Fee and Special
Servicing Fee payable for such Mortgage Loan or REO Property), and (iv) any
Prepayment Charges.
"Net Excess Prepayment Interest": With respect to any
Distribution Date, the amount by which the Excess Prepayment Interest for all
Mortgage Loans exceeds the Prepayment Interest Shortfalls for all Mortgage Loans
as of such Distribution Date.
"Net Income": With respect to any REO Property, all income
received in connection with such REO Property, less any operating expenses,
including, but not limited to, utilities, real estate taxes, property management
fees, insurance premiums, leasing commission fees, expenses for maintenance and
repairs and any other capital expenses directly related to such REO Property and
permitted to be incurred under this Agreement.
"Net Liquidation Proceeds": The excess of Liquidation Proceeds
received with respect to any Mortgage Loan or REO Property over the amount of
Liquidation Expenses incurred with respect thereto.
"Net Mortgage Interest Rate": With respect to any Mortgage Loan
(including any successor REO Mortgage Loan) as of the related Mortgage Loan Due
Period, the Mortgage Interest Rate during such Mortgage Loan Due Period, less
the Administrative Cost Rate (expressed as a per annum rate on the Scheduled
Principal Balance of the Mortgage Loans).
"Net Prepayment Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan Group, the excess, if any, of (i) the
aggregate amount of the Prepayment Interest Shortfall for all Mortgage Loans in
such Mortgage Loan Group for such Distribution Date over (ii) the aggregate
amount of the Excess Prepayment Interest for all Mortgage Loans in such Mortgage
Loan Group for such Distribution Date.
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"Net REO Proceeds": Subject to Section 1.02(v), with respect to
each REO Property and any Prepayment Period, any amount withdrawn from the
related REO Account and deposited into the Collection Account pursuant to
Section 3.17(f) with respect to such REO Property and such Prepayment Period.
"New Lease": Any lease of REO Property entered into on behalf of
the Trust Fund, including any lease renewed, modified or extended on behalf of
the Trust Fund if the Trust Fund has the right to renegotiate the terms of such
lease.
"NOI Adjustment Worksheet": A report prepared by the Servicer or
the Special Servicer, as the case may be, substantially containing the content
described in Exhibit L attached hereto, presenting the computations made in
accordance with the methodology described in said Exhibit L to "normalize" the
full year net operating income and debt service coverage numbers used in the
other reports required by this Agreement, sent to the Trustee with each annual
operating statement for a Mortgaged Property pursuant to Section 3.13(c)(iii).
"Non-PO Percentage": With respect to any Discount Mortgage Loan,
an amount expressed as a percentage equal to the Net Mortgage Interest Rate as
of the Cut-Off Date of such Discount Mortgage Loan, divided by 7.750%.
"Nonrecoverability Determination Notice": With respect to any
determination by the Servicer, the Trustee or the Fiscal Agent, as applicable,
that an Advance would be a Nonrecoverable Advance, an Officers' Certificate of
the Servicer, the Trustee or the Fiscal Agent, as applicable, delivered to the
Special Servicer (but only with respect to Specially Serviced Mortgage Loans),
the Trustee and the Depositor, setting forth such determination of
nonrecoverability and the procedure and considerations of the Servicer, the
Trustee or the Fiscal Agent, as applicable, forming the basis of such
determination (which may include but shall not be limited to information, to the
extent available, such as related income and expense statements, rent rolls,
occupancy status, property inspections, Servicer, Trustee, Fiscal Agent or
Special Servicer inquiries, and shall include an internal or external appraisal
performed in accordance with MAI standards and methodologies on the related
Mortgage Loan or Mortgaged Property, and which may include, without limitation,
considerations relating to Environmental Conditions with respect to the related
Mortgaged Property or REO Property and any related costs of any environmental
remediation).
"Nonrecoverable Advance": As defined in Section 3.03(c)(iv).
"Non-U.S. Person": A Person that is not considered under the Code
(i) a citizen or resident of the United States, (ii) a corporation, partnership
or other entity created or organized in or under the laws of the United States
or any political subdivision thereof or (iii) an estate or trust whose income
from sources without the United States is includible in gross income for United
States federal income tax purposes regardless of its source.
"Note": With respect to any Mortgage Loan as of any date of
determination, the note or other evidence of indebtedness and/or agreements
evidencing the indebtedness of a
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Borrower, or to which the Borrower's interest in Mortgaged Property is subject,
under such Mortgage Loan, including any amendments or modifications, or any
renewal or substitution notes, as of such date.
"Notice of Termination": Any of the Purchase Notices given to the
Trustee by a Possible Purchaser pursuant to Section 9.01(c).
"Notional Amount": Any of the Class X-1 Notional Amount, the
Class X-1A Notional Amount, the Class X-2 Notional Amount and the Class X-2A
Notional Amount.
"OA Extension": An extension of the maturity date of a Mortgage
Loan, where but for the direction of the Operating Adviser, the Special Servicer
would not have agreed to such extension.
"OA Extension Period": The three-year period of time from and
after the date of an OA Extension.
"Offered Certificates": Class A, Class B, Class C, Class D, Class
E and Class X Certificates.
"Officers' Certificate": A certificate signed on behalf of the
applicable entity by the Chairman of the Board, the Vice Chairman of the Board,
the President, any Senior Vice President or Vice President or Managing Director
or an Assistant Vice President (each, however denominated), the Treasurer, the
Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Trust
Officer or other officer of the Servicer or its general partner, the Depositor,
the Special Servicer, the Fiscal Agent or the Corporate Trust Office of the
Trustee, or any person authorized to act for the Seller with respect to the
particular matter, as the case may be, customarily performing functions similar
to those performed by any of the above designated officers and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject, or an authorized officer of the Depositor, and delivered to
the Depositor, the Trustee, the Servicer and/or the Special Servicer, as the
case may be.
"Operating Adviser": As defined in Section 3.23(a).
"Operating Income": All income derived from a Mortgaged Property
or an REO Property other than Insurance Proceeds, any Repurchase Price or
Liquidation Proceeds and other funds required to be held in trust by the
Borrower (i.e., security deposits) for the benefit of a third party, until such
amounts are released to the Borrower.
"Operating Statement Analysis": With respect to each Mortgage
Loan and REO Mortgage Property, a report substantially containing the content
described in Exhibit K attached hereto.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be employees of, or other counsel for, the Depositor, the
Seller, the Servicer or the
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Special Servicer, as the case may be, acceptable to the Trustee, except that any
opinion of counsel relating to (a) qualification of either the Upper-Tier REMIC
or the Lower-Tier REMIC as a REMIC or the imposition of tax under the REMIC
Provisions on any income or property of either REMIC, (b) compliance with the
REMIC Provisions (including application of the definition of "Independent
Contractor") or (c) a resignation of the Servicer or the Special Servicer
pursuant to Section 6.04 must be, in each of the cases described in clause (a),
(b) and (c) hereof, an opinion of counsel who is Independent of the Depositor,
the Servicer and the Special Servicer (without giving effect to the proviso to
the definition of the term "Independent").
"OTS": Office of Thrift Supervision, or any successor thereto.
"Outstanding": Means as of any time of determination, such
Certificates which have not then been retired.
"Ownership Interest": Any record or beneficial interest in a
Residual Certificate.
"P&I Advance": As defined in Section 3.03(c)(i).
"Pass-Through Rate" or "Pass-Through Rates": Any or all of the
Class A-1A Pass-Through Rate, the Class A-1B Pass-Through Rate, the Class A-1C
Pass-Through Rate, the Class A-2A Pass-Through Rate, the Class A-2B Pass-Through
Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D
Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate,
the Class G Pass-Through Rate, the Class H Pass-Through Rate, the Class I
Pass-Through Rate, the Class J Pass-Through Rate, the Class X-1 Pass-Through
Rate, the Class X-1A Pass-Through Rate, the Class X-2 Pass-Through Rate and the
Class X-2A Pass-Through Rate.
"Paying Agent": As defined in Section 5.06.
"Percentage Interest": With respect to each Certificate of any
Class at any time except as set forth in the last sentence of the definition
hereof, the fraction of such Class evidenced by such Certificate, expressed as a
percentage (carried to four decimal places, if necessary), the numerator of
which is the Certificate Principal Amount (or the Notional Amount, in the case
of the Class X Certificates) represented by such Certificate determined as of
the Distribution Date immediately preceding such time and the denominator of
which is the aggregate Certificate Principal Amount (or Notional Amount, in the
case of the Class X Certificates) of all of the Certificates of such Class
determined as of the Distribution Date immediately preceding such time. With
respect to each Residual Certificate, the percentage interest is set forth on
the face thereof.
"Permitted Transferee": With respect to a Residual Certificate,
any Person or agent thereof other than (a) a Disqualified Organization, (b) any
other Person so designated by the Trustee based upon an Opinion of Counsel to
the effect that the Transfer of an Ownership Interest in any Residual
Certificate to such Person may cause either the Lower-Tier REMIC or
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the Upper-Tier REMIC to fail to qualify as a REMIC at any time that the
Certificates are outstanding, and (c) a Person that is a Non-U.S. Person (other
than (i) a Non-U.S. Person in whose hands the income from such Residual
Certificate is effectively connected with the conduct of a trade or
business within the United States and that has furnished the transferor
and the Trustee with an effective Internal Revenue Service Form 4224 or
other prescribed form or (ii) a Non-U.S. Person, if in connection with
the proposed transfer of such Residual Certificate, the transferor
provides an Opinion of Counsel to the Trustee to the effect that such
transfer will not be disregarded for federal income tax purposes under
Treasury Regulation ss. 1.860G-3).
"Person": Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, estate,
unincorporated organization or government or any agency or political subdivision
thereof.
"Plan": As defined in Section 5.03(b).
"PO Percentage": With respect to any Discount Mortgage Loan, an
amount expressed as a percentage equal to the excess of (a) 100% over (b) the
Non-PO Percentage for such Discount Mortgage Loan.
"Possible Purchaser": As defined in Section 9.01(c).
"Prepayment Charges": With respect to any Mortgage Loan, any
premium or yield maintenance amount paid by the related Borrower in connection
with (i) any Principal Prepayment on such Mortgage Loan pursuant to any
provision in the related Mortgage or Note which provides for the payment of such
premium or (ii) any provision in the related Mortgage or Note for such Mortgage
Loan which provides for the payment of such premium in the event of an
acceleration of the principal balance of such Mortgage Loan upon a default.
"Prepayment Interest Shortfall": For any Distribution Date, with
respect to each Mortgage Loan as to which a full or partial Principal Prepayment
(other than a Principal Prepayment in full due to a default, casualty,
condemnation or liquidation) or Balloon Payment is made (i) in the case of
Principal Prepayments, during the Related Prepayment Period and prior to the Due
Date in the Related Due Period or (ii) in the case of Balloon Payments, where
the Balloon Payment has a Due Date in the Related Due Period and such Due Date
occurs less than one full month after the preceding Due Date for such Mortgage
Loan, an amount equal to the excess of (a) the aggregate amount of interest
which would have accrued at the related Mortgage Interest Rate on the Scheduled
Principal Balance of such Mortgage Loan for the one-month period commencing on
the Due Date preceding the date such Principal Prepayment is made or such
Balloon Payment is due, as the case may be, over (b) the aggregate amount of
interest that did accrue on such Scheduled Principal Balance at the related
Mortgage Interest Rate for the period commencing on such preceding Due Date and
ending on the date such Principal Prepayment is made or such Balloon Payment is
due, as the case may be.
"Prepayment Period": With respect to any Distribution Date, the
period from (and including) the first day after the Determination Date occurring
in the calendar month
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preceding such Distribution Date (or the day after the Cut-Off Date, in the
case of the first Distribution Date) to (and including) the Determination Date
in the calendar month in which such Distribution Date occurs.
"Principal Aggregation Date": The first Distribution Date on
which the Certificate Principal Amount of either the Class A-1C or the Class
A-2B Certificates has been reduced to zero.
"Principal Distribution Amount": With respect to each Mortgage
Loan Group for any Distribution Date, the sum of (without duplication):
(i) the principal portion of all Scheduled Payments, including
Balloon Payments, due during the Related Due Period and Assumed Scheduled
Payments deemed to be due during the Related Due Period, to the extent collected
or advanced by the Servicer, the Trustee or the Fiscal Agent for such
Distribution Date with respect to the Mortgage Loans in such Mortgage Loan
Group;
(ii) the principal portion of all Principal Prepayments,
including Net Liquidation Proceeds, Net REO Proceeds and Insurance Proceeds to
the extent received on the Mortgage Loans or REO Properties in such Mortgage
Loan Group during the Related Prepayment Period;
(iii) the principal portion of the proceeds of all repurchases
of Mortgage Loans in such Mortgage Loan Group repurchased by the Seller during
the Related Prepayment Period;
(iv) any Appraisal Reduction Amount for such Distribution Date
relating to any Mortgage Loans in such Mortgage Loan Group, but only to the
extent available for distribution from interest otherwise distributable on the
Subordinate Certificates to which the related Appraisal Reduction is allocated
(after reduction of the Distributable Certificate Interest for such Certificates
for Realized Losses of interest, Additional Expense Losses (to the extent
allocated to reduce interest distributions to such Subordinate Certificates
pursuant to Section 4.07), Certificate Deferred Interest and Excess Prepayment
Interest Shortfalls, but not for Appraisal Reduction Amounts); and
(v) all other collections or proceeds allocable to principal
with respect to the Mortgage Loans which are received during the related
Prepayment Period;
less (without duplication):
(a) the principal portion of all Scheduled Payments collected
on or prior to the Related Determination Date but due on a Due Date subsequent
to the end of the Related Due Period with respect to the Mortgage Loans in such
Mortgage Loan Group;
(b) all Principal Prepayments, including the principal portion
of all Net Liquidation Proceeds, Net REO Proceeds and Insurance Proceeds with
respect to Mortgage
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Loans or REO Properties in such Mortgage Loan Group received after the end of
the Related Prepayment Period;
(c) any Additional Expense Losses incurred on Mortgage Loans
in such Mortgage Loan Group which have not previously been allocated as of the
related Determination Date and are allocated to reduce principal distributions
pursuant to Section 4.07; and
(d) the PO Percentage of any principal payment (including any
Principal Prepayment) made on any Discount Mortgage Loan in such Mortgage Loan
Group for such Distribution Date and included in clauses (i), (ii), (iii) or (v)
above.
"Principal Prepayment": (i) Any payment in respect of principal
(other than a Scheduled Payment) on a Mortgage Loan or any related REO Property
which is received in advance of its scheduled due date, including, without
limitation, the principal component (determined pursuant to Section 1.02(ii), if
applicable) of any Net REO Proceeds in excess of the principal portion of any
Assumed Scheduled Payment, Insurance Proceeds and Net Liquidation Proceeds
received with respect to a Mortgage Loan whether or not a Final Recovery
Determination has been made with respect thereto and (ii) the principal
component of the Repurchase Price of any Mortgage Loan that is purchased or
repurchased pursuant to Section 2.03(b), 3.17(a) or 3.18.
"Property Protection Expenses": Any costs and expenses for which
the Servicer is required to make a Servicing Advance, including pursuant to
Sections 3.03(c)(iii), 3.04(b), 3.08(a), 3.08(b), 3.10(a), 3.10(c), 3.10(d),
3.17(c), 3.17(e), 3.17(g), 3.19(a), 3.19(b) and 6.03(a).
"Property Valuation": As defined in Section 3.19(b).
"Prospectus": The Depositor's Prospectus dated January 29, 1996
and the Prospectus Supplement relating to the Offered Certificates.
"Prospectus Supplement": The Prospectus Supplement, dated
February 9, 1996 relating to the Offered Certificates.
"Purchase Date": As defined in Section 3.17(a).
"Purchase Notice": As defined in Section 9.01(c).
"PV Yield Loss Amount": With respect to each Class of Regular
Certificates (other than the Class X and Class P Certificates), as calculated on
any Distribution Date in respect of any Principal Prepayment received during the
Related Prepayment Period, an amount equal to the present value of a series of
monthly payments each equal to the Interest Payment Adjustment for such Class of
Certificates in connection with such Principal Prepayment and payable on each
subsequent Distribution Date to and including the earlier to occur of (a) the
Assumed Final Distribution Date for such Class of Certificates, and (b) the
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stated maturity date for such Mortgage Loan, discounted at the applicable
Reinvestment Yield (expressed on a mortgage equivalent basis) for the number of
months remaining from the current Distribution Date to each such subsequent
Distribution Date to and including the earlier to occur of (a) the Assumed Final
Distribution Date for such Class of Certificates, and (b) the stated maturity
date for such Mortgage Loan. With respect to the Class X-1 and Class X-2
Certificates, as calculated on any Distribution Date in respect of any Principal
Prepayment of a Mortgage Loan received during the Related Prepayment Period, an
amount equal to the present value of a series of monthly payments each equal to
the IO Interest Payment Adjustment for such Class of Certificates in connection
with such Principal Prepayment and payable on each subsequent Distribution Date
to and including the stated maturity for such Mortgage Loan, discounted at the
applicable IO Reinvestment Yield (expressed on a mortgage equivalent basis) for
the number of months remaining from the current Distribution Date to each such
subsequent Distribution Date to and including the stated maturity date for such
Mortgage Loan; provided, however, the Class X-1 or Class X-2 Certificates may
only incur a PV Yield Loss Amount with respect to a Principal Prepayment of a
Mortgage Loan if such Mortgage Loan is used to calculate the Notional Amount of
such Class of Certificates. With respect to each Component of the Class X-1A
Notional Amount of the Class X-1A Certificates, as calculated on any
Distribution Date in respect of any Principal Prepayment received during the
Related Prepayment Period, an amount equal to the aggregate of the present
values of a series of monthly payments each equal to the Interest Payment
Adjustment for such Component in connection with such Principal Prepayment and
payable on each subsequent Distribution Date to and including the earlier to
occur of (a) the Assumed Final Distribution Date for such Class of Certificates,
and (b) the stated maturity date for such Mortgage Loan, for the Class A-1A
Certificates in the case of Component A-1A, the Class A-1B Certificates in the
case of Component A-1B, the Class A-1C Certificates in the case of Component
A-1C, the Class B Certificates in the case of Component B, the Class C
Certificates in the case of Component C, and the Class D Certificates in the
case of Component D, discounted at the applicable Reinvestment Yield (expressed
on a mortgage equivalent basis) for the number of months remaining from the
current Distribution Date to each such subsequent Distribution Date to and
including the earlier to occur of (a) the Assumed Final Distribution Date for
such Class of Certificates related to such Component, and (b) the stated
maturity date for such Mortgage Loan. With respect to each Component of the
Class X-2A Notional Amount of the Class X-2A Certificates, as calculated on any
Distribution Date in respect of any Principal Prepayment of a Mortgage Loan
received during the Related Prepayment Period, an amount equal to the aggregate
of the present values of a series of monthly payments, each equal to the
Interest Payment Adjustment for such Component in connection with such Principal
Prepayment and payable on each subsequent Distribution Date to and including the
earlier to occur of (a) the Assumed Final Distribution Date for such Class of
Certificates related to such Component, and (b) the stated maturity date for
such Mortgage Loan, for the Class A-2A Certificates in the case of Component
A-2A and the Class A-2B Certificates in the case of Component A-2B, discounted
at the applicable Reinvestment Yield (expressed on a mortgage equivalent basis)
for the number of months remaining from the current Distribution Date to each
such subsequent Distribution Date to and including the earlier to occur of (a)
the Assumed Final Distribution Date for such Class of Certificates related to
such Component, and (b) the stated maturity date for such Mortgage Loan.
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"Qualified GIC": A guaranteed investment contract or surety bond
providing for the investment of funds in the accounts established pursuant to
this Agreement and insuring a minimum or fixed rate of return on investments of
such funds, which contract or surety bond shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt rating has the Certificate Rating;
(b) provide that the Servicer or the Special Servicer may
exercise all of the rights under such contract or surety bond without the
necessity of taking any action by any other Person;
(c) provide that, if at any time the then current credit
standing of the obligor under such guaranteed investment contract is such that
continued investment pursuant to such contract or funds would result in a
downgrading, qualification or withdrawal of the then current rating on the
Certificates by any of the Rating Agencies, the Servicer or the Special Servicer
may terminate such contract without penalty and be entitled to the return of all
funds previously invested thereunder, together with accrued interest thereon at
the interest rate provided under such contract to the date of delivery of such
funds to the Servicer or Special Servicer, as applicable;
(d) provide that the Servicer's or the Special Servicer's
interest therein shall be transferable to any successor or assignee of the
Servicer or Special Servicer, as the case may be, hereunder;
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the applicable account not later than the
Business Day prior to the next date upon which, as described in this Agreement,
such amounts are necessary to be withdrawn from the applicable account; and
(f) not result in a downgrading, qualification or withdrawal
of the rating then assigned to any of the Certificates by the Rating Agencies as
confirmed in writing by each Rating Agency.
"Qualified Institutional Buyer": Investors in the Certificates
who are qualified institutional buyers within the meaning of Rule 144A.
"Qualified Insurer": With respect to any Mortgage Loan, REO
Property or REO Mortgage Loan, an insurance company duly qualified as such under
the laws of the state in which the related Mortgaged Property or REO Property is
located, duly authorized and licensed in such state to transact the applicable
insurance business and to write the insurance provided, and that has a claim
paying ability rated at least "A IX" by A.M. Best and at least "A" by S&P and
Fitch (if rated by Fitch), or such other rating as each Rating Agency shall have
confirmed in writing will not cause such Rating Agency to downgrade, qualify or
withdraw the then current rating assigned to any of the Certificates that are
currently being rated by such Rating Agency, and (ii) with respect to the
Servicer Errors and Omissions
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Insurance Policy or the Servicer Fidelity Bond, and the Special Servicer Errors
and Omissions Insurance Policy or the Special Servicer Fidelity Bond, an
insurance company that has a claim paying ability rated at least "A IX" by A.M.
Best and at least "A" by S&P and Fitch (if rated by Fitch), or such other rating
as each Rating Agency shall have confirmed in writing will not cause such Rating
Agency to downgrade, qualify or withdraw the then current rating assigned to any
of the Certificates that are currently being rated by such Rating Agency.
"Qualified Mortgage": A Mortgage Loan that is a "qualified
mortgage" within the meaning of Code Section 860G(a)(3) and applicable proposed
Treasury Regulations promulgated pursuant thereto (but without regard to the
rule in Treasury Regulation ss. 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage, or any substantially similar successor
provision).
"Rated Final Distribution Date": February 25, 2028, the first
Distribution Date after the 24th month that follows the end of the amortization
term for the Mortgage Loan that, as of the Cut-Off Date, has the longest
remaining amortization term.
"Rating Agency": Each of Fitch and S&P. If such agencies or
successors thereto are no longer in existence, "Rating Agency" shall be such
nationally recognized statistical rating agency or other comparable Person
designated by the Trustee, notice of which designation shall be given to the
Depositor, the Servicer and the Special Servicer. References herein to the
highest rating category of a Rating Agency shall mean "AAA" in the case of Fitch
and "AAA" in the case of S&P, and in the case of any other Rating Agency shall
mean such highest rating category or better without regard to any plus or minus
or any numerical qualifier.
"Realized Loss": Losses arising from the inability to collect all
amounts due and owing under any Mortgage Loan (including any REO Mortgage Loan),
including by reason of fraud or bankruptcy of the related Borrower or a casualty
of any nature at the related Mortgaged Property, to the extent not covered by
insurance which shall be, in respect of a Liquidated Loan (or related REO
Property), an amount generally equal to the excess, if any, of (a) the
outstanding principal balance of such Liquidated Loan (or deemed principal
balance in the case of an REO Property) as of the date of final liquidation,
together with (i) all accrued and unpaid interest thereon (or interest deemed to
have accrued in the case of an REO Property) at the related Mortgage Interest
Rate to but not including the Due Date in the Due Period in which the
liquidation occurred, (ii) all unreimbursed Servicing Advances with respect to
such Mortgage Loans, and (iii) accrued and unpaid interest on unreimbursed
Advances, over (b) the aggregate amount of Liquidation Proceeds, if any,
recovered in connection with such liquidation (net of any portion of such
Liquidation Proceeds that is payable or reimbursable in respect of Liquidation
Expenses). If any portion of the debt due under a Mortgage Loan is forgiven,
whether in connection with a modification, waiver or amendment granted or agreed
to by the Special Servicer or in connection with the bankruptcy or similar
proceeding involving the related Borrower, the amount so forgiven also will be
treated as a Realized Loss of principal or interest, as applicable. Realized
Losses on a
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Mortgage Loan will be allocated first to the principal balance of that Mortgage
Loan, and then to interest.
"Re-assignment of Assignment of Leases, Rents and Profits": As
defined in Section 2.01(ix).
"Record Date": With respect to each Distribution Date, the close
of business on the last day of the calendar month preceding the month in which
such Distribution Date occurs or, if such day is not a Business Day, the
Business Day immediately preceding such day.
"Regular Certificate": Any one of the Class A, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class I, Class J, Class P, and
Class X Certificates issued, authenticated and delivered hereunder.
"Rehabilitated Mortgage Loan": Any Specially Serviced Mortgage
Loan with respect to which (A), in the case of Specially Serviced Mortgage Loans
as to which a Servicing Transfer Event specified in clauses (i), (ii) or (iii)
of the definition of Servicing Transfer Event has occurred, the Servicer has
notified the Special Servicer that three consecutive Scheduled Payments have
been made (in the case of any such Mortgage Loan that was modified, based on the
modified terms), and all prior payment defaults have been cured, or (B) in the
case of Specially Serviced Mortgage Loans as to which a Servicing Transfer Event
specified in clause (iv), (v), (vi), (vii) or (viii) of such definition has
occurred, the Special Servicer has notified the Servicer that the event giving
rise to such Servicing Transfer Event has been remedied, cured or otherwise
satisfactorily resolved.
"Reinvestment Yield": With respect to any of the Regular
Certificates (and Components A-1A, A-1B, A-1C, B, C and D of the Class X-1A
Notional Amount and Components A-2A and A-2B of the Class X-2A Notional Amount),
other than the Class P, Class X-1 and Class X-2 Certificates, an amount equal to
the yield (expressed on a mortgage equivalent basis) on the U.S. Treasury issue
(primary issue) with a maturity date closest to the Assumed Final Distribution
Date for such Class of Certificates.
"Related Due Period": With respect to any Distribution Date and
the Prepayment Period immediately preceding such Distribution Date, the Due
Period ending in the calendar month in which such Distribution Date occurs.
"Related Prepayment Period": With respect to any Distribution
Date and the Due Period immediately preceding such Distribution Date, the
Prepayment Period ending in the calendar month in which such Distribution Date
occurs.
"REMIC": A "real estate mortgage investment conduit" within the
meaning of Code Section 860D (or any successor thereto).
"REMIC Pool": Each segregated pool of assets designated as a
REMIC pursuant to this Agreement.
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"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which presently appear at
Code Sections 860A through 860G and related provisions, Treasury Regulations and
rulings promulgated thereunder, as the foregoing may be in effect from time to
time.
"Remittance Report": A report prepared by the Servicer pursuant
to Section 4.03(a) in writing and on computer readable magnetic medium, in form
reasonably acceptable to the Trustee, containing such information as is set
forth in Section 4.03 regarding the Mortgage Loans and such other information as
will permit the Trustee to calculate the amounts to be distributed pursuant to
Section 4.01 and to furnish statements to Certificateholders pursuant to Section
4.02 and containing such additional information as the Servicer, the Special
Servicer and the Trustee may from time to time agree.
"Rents from Real Property": With respect to any REO Property,
gross income of the character described in Code Section 856(d), which income,
subject to the terms and conditions of that Code Section in its present form,
does not include:
(i) except as provided in Code Section 856(d)(4) or (6),
any amount received or accrued, directly or indirectly, with respect to
such REO Property, if the determination of such amount depends in whole
or in part on the income or profits derived by any Person from such
property (unless such amount is a fixed percentage or percentages of
receipts or sales and otherwise constitutes Rents from Real Property);
(ii) any amount received or accrued, directly or
indirectly, from any Person if the Trust owns directly or indirectly
(including by attribution or otherwise) a 10 percent or greater interest
in such Person determined in accordance with Code Sections 856(d)(2)(B)
and (d)(5);
(iii) any amount received or accrued, directly or
indirectly, with respect to such REO Property if any Person Directly
Operates such REO Property;
(iv) any amount charged for services (whether or not such
charges are separately stated) that are not customarily furnished in
connection with the rental of property to tenants in buildings of a
similar class in the same geographic market as such REO Property, within
the meaning of Treasury Regulation Section 1.856-4(b)(1); and
(v) rent attributable to personal property unless such
personal property is leased under, or in connection with, the lease of
such REO Property and, for any taxable year of the Trust, such rent is
no greater than 15 percent of the total rent received or accrued under,
or in connection with, the lease.
"REO Account": As defined in Section 3.17(b).
"REO Mortgage Loan": A Mortgage Loan as to which the related
Mortgaged Property is an REO Property, notwithstanding any release, reduction or
extinguishment of the
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indebtedness evidenced by such Mortgage Loan (as described in and subject to
Section 1.02(iv) and Section 3.10(a)).
"REO Property": A Mortgaged Property which has been acquired on
behalf of the Trust through foreclosure, deed in lieu of foreclosure or
otherwise (excluding circumstances where the Trust cannot receive any profit or
sustain any loss with respect to such Mortgaged Property except as a creditor of
the related Borrower) or a Mortgaged Property that the Trustee has acquired
possession of or is operating pursuant to the related Mortgage Loan or that has
been abandoned by the Borrower.
"REO Status Report": A report substantially containing the
content described in Exhibit I attached hereto, setting forth, among other
things, with respect to each REO Property that was included in the Trust Fund as
of the close of business on the Determination Date immediately preceding the
preparation of such report, (i) the acquisition date of such REO Property, (ii)
the amount of income collected with respect to any REO Property net of related
expenses and other amounts, if any, received on such REO Property during the
Related Prepayment Period and (iii) the value of the REO Property based on the
most recent appraisal or other valuation thereof available to the Special
Servicer as of such date of determination (including any prepared internally by
the Special Servicer).
"Repurchase Price": With respect to any Mortgage Loan or REO
Property, an amount, calculated by the Servicer or the Special Servicer, as
applicable, equal to:
(i) the unpaid principal balance of such Mortgage Loan (or, in
the case of any REO Property, the related REO Mortgage Loan) as of the
date as to which a payment was last made by the related Borrower; plus
(ii) unpaid interest accrued on such Mortgage Loan at the
Mortgage Interest Rate to, but not including, the Due Date in the Due
Period in which the repurchase or sale is to occur; plus
(iii) any unreimbursed Servicing Advances allocable to such
Mortgage Loan; plus
(iv) accrued and unpaid Advance Interest on unreimbursed
Advances; plus
(v) the amount of any other Additional Trust Fund Expenses
directly related to such Mortgage Loan which have been previously paid
or reimbursed to, or remain payable or reimbursable to, the Servicer,
the Trustee, the Fiscal Agent, the Special Servicer or any other Person.
"Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.
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"Responsible Officer": Any officer of the Trustee assigned to the
Corporate Trust Office with direct responsibility for the administration of this
Agreement and also, with respect to a particular matter, any officer of the
Trustee employed within the Corporate Trust Office, any other officer, to whom
such matter is referred because of such officer's knowledge of and familiarity
with the particular subject, and, in the case of any certification required to
be signed by a Responsible Officer, such an officer whose name appears on a list
of corporate trust officers furnished to the Depositor, the Operating Adviser,
the Fiscal Agent, the Servicer and the Special Servicer by the Trustee, as such
list may from time to time be amended.
"Restricted Certificate": As defined in Section 5.10.
"Retained Interest": Either a Contingent Interest or a Retained
Servicing Interest.
"Retained Interest Holder": The Seller and its successors in
interest and assigns with respect to the Retained Interests.
"Retained Interest Payment": With respect to any Mortgage Loan,
any payment made in connection with a Retained Interest.
"Retained Servicing Interest": With respect to each Mortgage Loan
and each related Mortgage Loan Due Period, an amount, payable on the Servicer
Remittance Date solely from interest actually collected on such Mortgage Loan,
equal to the sum of (a) the product of the Retained Servicing Interest Rate and
the Scheduled Principal Balance of such Mortgage Loan as of the first day of
such Mortgage Loan Due Period, and (b) any Retained Servicing Interest due on a
prior Servicer Remittance Date but remaining unpaid.
"Retained Servicing Interest Rate": A rate per annum equal to
0.037%, or, solely for purposes of allocating the portion of the Retained
Servicing Interest to be remitted to the Retained Interest Holder in the event a
portion thereof is used to pay a successor servicer pursuant to Section 7.02(b),
such lower rate as is established pursuant to Section 7.02(b).
"Rule 144A": Rule 144A promulgated by the Securities and Exchange
Commission, as the same may be amended from time to time.
"S&P": Standard & Poor's Ratings Services, a division of the
McGraw Hill Companies, Inc., and its successors in interest.
"Scheduled Payment": With respect to a Mortgage Loan, each
scheduled payment of principal and interest (including any Balloon Payment) on
such Mortgage Loan required to be paid on a Due Date by the Borrower in
accordance with the terms of the related Note (excluding all amounts of
principal and interest which were due on or before the Cut-Off Date, whenever
received), giving effect to any modifications thereof and reduction of the
Scheduled Payment which a Borrower is obligated to pay as a result of any
proceeding under bankruptcy law or any similar proceedings.
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"Scheduled Principal Balance": With respect to any Mortgage Loan,
as of any Determination Date, the principal balance of such Mortgage Loan as of
the Cut-Off Date (a) reduced by (i) any Principal Prepayments received on or
prior to such Determination Date, (ii) the principal portion of any Scheduled
Payment due on or before the end of the immediately preceding Due Period (or, if
applicable, the principal portion of any Assumed Scheduled Payment in respect of
the related delinquent Balloon Mortgage Loan), irrespective of any delinquency
in payment by the Borrower (but after giving effect to any previous modification
in the terms of such Mortgage Loan), and (iii) any adjustment thereto in the
amount of a Deficient Valuation or modification reducing the principal amount
due on such Mortgage Loan, and (b) increased by the amount of the Mortgage
Deferred Interest, if any, added to the principal balance of such Mortgage Loan
on or before the end of the immediately preceding Due Period; provided, however
that after the Special Servicer has made a Final Recovery Determination with
respect to any Specially Serviced Mortgage Loan, the Scheduled Principal Balance
of such Specially Serviced Mortgage Loan shall be zero.
"Seller": Confederation Life Insurance Company (U.S.) In
Rehabilitation, the estate of the United States branch of Confederation Life
Insurance Company, a Canadian mutual life insurance company in liquidation.
References herein to the Seller include the Insurance Commissioner of the State
of Michigan, solely in his capacity as rehabilitator of the Seller and/or
persons acting pursuant to his delegated authority in dealing with the
applicable assets (including the Mortgage Loans) and liabilities of the Seller,
and any Person considered to be a "successor in interest" to the Seller under
the Mortgage Loan Purchase Agreement.
"Senior Certificates": Collectively, the Class A and Class X
Certificates.
"Servicer": Midland Loan Services, L.P., a Missouri limited
partnership, and its successors in interest, or any successor Servicer appointed
as herein provided.
"Servicer Advance Limitation": As defined in Section
3.03(c)(vii).
"Servicer Errors and Omissions Insurance Policy": An errors and
omissions insurance policy maintained by the Servicer with a Qualified Insurer
which names the Trustee as loss payee.
"Servicer Fidelity Bond": A bond or insurance policy with a
Qualified Insurer under which the insurer (i) agrees to indemnify the Servicer
(subject to standard exclusions) for all losses (less any deductible) sustained
as a result of any theft, embezzlement, fraud or other dishonest act on the part
of the Servicer's directors, officers or employees, (ii) provides for limits of
liability under such bond for each director, officer or employee of not less
than an amount required for the Servicer by FNMA or FHLMC with respect to
multifamily mortgage loans and as is customary with respect to servicers of
commercial loans, and (iii) names the Trustee as loss payee.
"Servicer Modification Fee": A fee of $5,000, payable to the
Servicer (a) with respect to any Balloon Mortgage Loan (that is not either a
Specially Serviced Mortgage Loan or an REO Mortgage Loan) as compensation for
performing the services necessary to extend
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the maturity of such Balloon Mortgage Loan with the consent of the Special
Servicer pursuant to Section 3.20(a), and (b) with respect to any Mortgage Loan,
as compensation for performing the services necessary to modify such Mortgage
Loan as permitted pursuant to Section 3.20(f), in each case, to the extent not
prohibited under the Mortgage Loan and collected by the Servicer from the
related Borrower.
"Servicer Remittance Date": The 24th day of each calendar month,
or if such 24th day is not a Business Day, the immediately preceding Business
Day.
"Servicing Advance": As defined in Section 3.03(c)(iii).
"Servicing Fee": With respect to any Mortgage Loan (including REO
Mortgage Loans) and any Distribution Date, an amount equal to the product of (i)
1/12th of the Servicing Fee Rate times (ii) the Scheduled Principal Balance of
the Mortgage Loans as of the first day of the related Mortgage Loan Due Period.
"Servicing Fee Rate": A rate per annum equal to 0.023%, or, if
applicable, the Modified Servicing Fee Rate.
"Servicing Officer": Any officer or employee of the Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers or employees
of the Servicer furnished to the Depositor, the Trustee and the Special Servicer
on the Closing Date by the Servicer, as such list may from time to time be
amended by the Servicer.
"Servicing Transfer Event": With respect to any Mortgage Loan,
the occurrence of any of the following: (i) if such Mortgage Loan is a Balloon
Mortgage Loan, a payment default shall have occurred on such Mortgage Loan at
its original maturity date and the Servicer shall not have extended the maturity
of such Mortgage Loan within 31 days following its original maturity date as
permitted by Section 3.20(a) or a payment default occurs on such Mortgage Loan
at its extended maturity date; (ii) any Scheduled Payment (other than a Balloon
Payment) is more than 60 days delinquent; (iii) a payment default, in the
judgment of the Servicer, is imminent and is not likely to be cured by the
related Borrower within 60 days of such occurrence (and in the case of a Balloon
Payment, the maturity of such Mortgage Loan is not likely to be extended by the
Servicer within 31 days following such Mortgage Loan's original maturity date);
(iv) any other default occurs that, in the good faith reasonable judgment of the
Servicer, materially impairs, or could materially impair, the use or
marketability of any related Mortgaged Property or the value thereof as security
for such Mortgage Loan; (v) the Servicer receives notice that the related
Borrower has entered into or consented to bankruptcy, the appointment of a
receiver or conservator, or a similar insolvency or similar proceeding, or the
Borrower has become the subject of a decree or order for such a proceeding that
shall have remained in full force undischarged or unstayed for a period of 60
days; (vi) the Servicer shall have received notice of the foreclosure or
proposed foreclosure of any lien on any Mortgaged Property; (vii) the Servicer
receives notice that the related Borrower admits in writing its inability to pay
its debts generally as they become due, files a petition to take advantage of
any applicable insolvency or reorganization statute, makes an
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assignment for the benefit of its creditors or voluntarily suspends payment of
its obligations; or (viii) the Servicer receives notice that the related
Borrower has violated any "due-on-sale" or "due-on-encumbrance" clause in the
related Mortgage.
"Special Servicer": J.E. Robert Company, Inc., a Virginia
corporation, and its successors in interest, or any successor special servicer
as herein provided.
"Special Servicer Determination Date": With respect to any
Distribution Date, the second Business Day preceding the related Determination
Date.
"Special Servicer Errors and Omissions Insurance Policy": An
errors and omissions insurance policy maintained by the Special Servicer with a
Qualified Insurer which names the Trustee as loss payee.
"Special Servicer Extension Fee": A fee of $1,000, payable to the
Special Servicer with respect to any Balloon Mortgage Loan (that is not either a
Specially Serviced Mortgage Loan or an REO Mortgage Loan), that has had its
maturity date extended by the Servicer with the consent of the Special Servicer
pursuant to Section 3.20(a) and to the extent permitted under the Mortgage Loan
and collected by the Servicer from the related Borrower.
"Special Servicer Fidelity Bond": A bond or insurance policy with
a Qualified Insurer under which the insurer (i) agrees to indemnify the Special
Servicer (subject to standard exclusions) for all losses (less any deductible)
sustained as a result of any theft, embezzlement, fraud or other dishonest act
on the part of the Special Servicer's directors, officers or employees, (ii)
provides for limits of liability under such bond for each director, officer or
employee of not less than an amount required for the Special Servicer by FNMA or
FHLMC with respect to multifamily mortgage loans and as is customary with
respect to servicers of commercial loans, and (iii) names the Trustee as loss
payee.
"Special Servicer Remittance Date": With respect to any
Distribution Date, the second Business Day preceding such Distribution Date.
"Special Servicing Fee": As defined in Section 3.12(b)(i).
"Special Servicing Fee Rate": A rate per annum equal to 0.25%
with respect to each Specially Serviced Mortgage Loan.
"Special Servicing Officer": Any officer or employee of the
Special Servicer involved in, or responsible for, the administration and
servicing of the Specially Serviced Mortgage Loans and REO Properties whose name
and specimen signature appears on a list of officers and employees of the
Special Servicer furnished to the Depositor, the Trustee and the Servicer by the
Special Servicer on the Closing Date, as such list may from time to time be
amended.
"Specially Serviced Mortgage Loan": As defined in Section
3.01(a).
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"Startup Day": The day designated as such pursuant to Section
2.07(a).
"Subordinate Certificates": Collectively, the Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class I, and Class J Certificates.
"Termination Date": The Distribution Date, occurring no more than
90 days after the date of the first Notice of Termination delivered to the
Trustee pursuant to Section 9.01(c), on which the Trust Fund is terminated
pursuant to Section 9.01.
"Termination Fee": An amount equal to $15,000 payable to the
Special Servicer by the Holders of the Controlling Class in the event the
Special Servicer is terminated without cause pursuant to Section 7.01(c) at any
time prior to the second anniversary date of the Closing Date.
"Top 100 Comparative Financial Status Report": A report
substantially containing the content described in Exhibit E attached hereto,
setting forth, to the extent such information is provided by the related
Borrowers, among other things, the occupancy, revenue, net operating income and
Debt Service Coverage Ratio for the 100 Mortgage Loans with the greatest
outstanding principal balance as of the Determination Date immediately preceding
the preparation of such report for each of three periods: (i) the most current
available year-to-date, (ii) the previous two full fiscal years, and (iii) the
"base year" (representing the original analysis of information used as of the
Cut-Off Date). For the purposes of the Servicer's production of any such report
that is required to state information for any period prior to the Cut-Off Date,
the Servicer may conclusively rely (without independent verification), absent
manifest error, on information provided to it by the Seller.
"Transfer": Any direct or indirect transfer or other form of
assignment of any Ownership Interest.
"Transfer Affidavit": As defined in Section 5.03(c)(ii).
"Transferor Letter": As defined in Section 5.03(c)(ii).
"Treasury Regulations": Temporary, proposed or final regulations
of the United States Department of the Treasury.
"Trust": The trust created hereby.
"Trust Fund": The corpus of the trust created hereby and to be
administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, other than the Retained Interest with respect to any Mortgage Loan;
(ii) all payments (other than (i) principal prepayments received on or before
the Cut-Off Date which have been given effect in the principal balances shown on
the Mortgage Loans as of the Cut-Off Date, and (ii) payments of fees and
expenses payable to the Depositor under the Mortgage Loans on or before the
Cut-Off Date) on or collections in respect of the Mortgage Loans due after the
Cut-Off Date; (iii) any REO
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Property; (iv) all revenues received in respect of any REO Property; (v) the
Trustee's rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to this Agreement; (vi) any Assignments of
Leases, Rents and Profits; (vii) any guaranties, Escrow Accounts or other
collateral given as additional security for any Mortgage Loans; (viii) all
assets deposited in the Collection Account, the Distribution Account and the REO
Accounts; and (ix) the proceeds of any of the foregoing, except to the extent
expressly set forth herein.
"Trustee": LaSalle National Bank, a nationally chartered bank in
its capacity as trustee, and its successors in interest, or any successor
trustee appointed as herein provided.
"Trustee Fee": With respect to any Mortgage Loan (including REO
Mortgage Loans) and any Distribution Date, an amount equal to the product of (i)
1/12th of the Trustee Fee Rate times (ii) the Scheduled Principal Balance of the
Mortgage Loans as of the first day of the related Mortgage Loan Due Period.
"Trustee Fee Rate": A per annum rate equal to 0.01325%.
"Trustee's Exception Report": As defined in Section 2.02(a).
"UCC": The Uniform Commercial Code, as enacted in each applicable
state.
"Uncertificated Accrued Interest": With respect to each
Distribution Date (i) for any Class of Lower-Tier Regular Interest (other than
the Class LP Interest, the Class LX-1 Interest and the Class LX-2 Interest), the
amount of interest accrued for the related Interest Accrual Period at the
Lower-Tier Remittance Rate on the Lower-Tier Principal Amount of such Class of
Lower-Tier Regular Interests as of the beginning of such Interest Accrual
Period, and (ii) for the Class LX-1 and LX-2 Interests, the amount of interest
accrued for the related Interest Accrual Period at the Class X-1 and Class X-2
Pass-Through Rates, respectively, on the related Lower-Tier Notional Amounts of
such Lower-Tier Regular Interests.
"Uncertificated Distributable Interest": With respect to any
Lower-Tier Regular Interest for any Distribution Date, the Uncertificated
Accrued Interest in respect of such Lower-Tier Regular Interest for such
Distribution Date, reduced (to not less than zero) by the portion of any
Realized Losses of interest, Excess Prepayment Interest Shortfalls, Additional
Expense Losses to the extent allocable to interest, Certificate Deferred
Interest and Appraisal Reduction Amounts for such Distribution Date allocated to
such Lower-Tier Regular Interest.
"Underwriters": Lehman Brothers Inc. and Goldman Sachs & Co.
"Upper-Tier Available Transfer Amount": With respect to any
Distribution Date, all amounts paid on the Lower-Tier Regular Interests for such
Distribution Date.
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"Upper-Tier Distribution Account": The separate trust account or
accounts established and maintained by the Trustee pursuant to Section 3.05(b),
which shall be entitled "LaSalle National Bank, as Trustee in trust for the
Holders of Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL, Upper-Tier Distribution Account," and which shall
be an Eligible Account.
"Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Lower-Tier Regular Interests and
such amounts as shall from time to time be held in the Upper-Tier Distribution
Account.
"U.S. Branch": The United States businesses and operations of
Confederation Life Insurance Company.
"Voting Rights": The portion of the voting rights of all of the
Certificates that is allocated to any Certificate. At all times during the term
of this Agreement, except where otherwise expressly provided herein, the
percentage of the Voting Rights assigned to each Class shall be (a) 0% in the
case of the Class R and Class LR Certificates; (b) 2.0% in the case of the Class
X-1 Certificates; (c) 1.5% in the case of the Class X-1A Certificates; (d) 1.0%
in the case of the Class X-2 Certificates; (e) 0.5% in the case of the Class
X-2A Certificates; and (f) in the case of any other Class of Certificates, a
percentage equal to the product of 95% and a fraction, the numerator of which is
equal to the aggregate Certificate Principal Amount of such Class, in each case,
determined as of the Distribution Date immediately preceding such time, and the
denominator of which is equal to the aggregate Certificate Principal Amount of
all Classes of Certificates, each determined as of the Distribution Date
immediately preceding such time. The Voting Rights of any Class of Certificates
shall be allocated among Holders of Certificates of such Class in proportion to
their respective Percentage Interests.
"Watch List": A report substantially containing the content
described in Exhibit J attached hereto, setting forth, among other things, any
Mortgage Loan that is in jeopardy of becoming a Specially Serviced Mortgage
Loan.
"Workout Fee": An amount, payable from the Collection Account,
equal to the product of the Workout Fee Rate and the amount of Net Collections
received with respect to each Specially Serviced Mortgage Loan and REO Mortgage
Loan; provided, however, the Workout Fee payable in connection with the Final
Recovery Determination on an REO Property or any Specially Serviced Mortgage
Loan will equal the product of (i) the applicable Workout Fee Rate, and (ii) a
fraction, the numerator of which is equal to the related Net Collections
received during the Prepayment Period in which the related sale or liquidation
of such Specially Serviced Mortgage Loan or the related REO Property occurs, and
the denominator of which is equal to the unpaid principal balance of the related
Mortgage Loan plus accrued and unpaid interest thereon calculated at the
Mortgage Interest Rate, and (iii) the related Net Collections received during
the Prepayment Period in which the related sale or liquidation occurs. If a
Specially Serviced Mortgage Loan becomes a Rehabilitated Mortgage Loan and then
again becomes a Specially Serviced Mortgage Loan, any right to the Workout Fee
with respect to such
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Mortgage Loan earned in connection with the initial rehabilitation thereof shall
terminate and a new Workout Fee for such Specially Serviced Mortgage Loan shall
be calculated upon resolution of the subsequent Servicing Transfer Event or the
sale or liquidation of such Specially Serviced Mortgage Loan or related REO
Property. Under no circumstances may any one Mortgage Loan be subject to more
than one Workout Fee at any one time, even if such Mortgage Loan becomes a
Specially Serviced Mortgage Loan on more than one occasion.
"Workout Fee Rate": With respect to a Specially Serviced Mortgage
Loan (or a Mortgage Loan that previously was a Specially Serviced Mortgage
Loan), one of the following percentages:
(a) If the Specially Serviced Mortgage Loan becomes a
Rehabilitated Mortgage Loan or such Specially Serviced Mortgage Loan or the
related REO Property is sold or liquidated, in each case, within 18 months after
the date on which such Mortgage Loan became a Specially Serviced Mortgage Loan
or REO Mortgage Loan, one of the following amounts:
(1) if the Scheduled Principal Balance of such Mortgage
Loan as of the date on which such Mortgage Loan became a Specially
Serviced Mortgage Loan was less than $1,000,000, 0.95%;
(2) if the Scheduled Principal Balance of such Mortgage
Loan as of the date on which such Mortgage Loan became a Specially
Serviced Mortgage Loan was equal to or greater than $1,000,000 but less
than $5,000,000, 0.70%;
(3) if the Scheduled Principal Balance of such Mortgage
Loan as of the date on which such Mortgage Loan became a Specially
Serviced Mortgage Loan was equal to or greater than $5,000,000 but less
than $10,000,000, 0.55%; and
(4) if the Scheduled Principal Balance of such Mortgage
Loan is equal to or greater than $10,000,000, 0.40%.
(b) If the Specially Serviced Mortgage Loan becomes a
Rehabilitated Mortgage Loan or such Specially Serviced Mortgage Loan or the
related REO Property is sold or liquidated, in each case, on a date that is
later than 18 months after the date on which such Mortgage Loan became a
Specially Serviced Mortgage Loan or REO Mortgage Loan, one of the following
amounts:
(1) if the Scheduled Principal Balance of such Mortgage
Loan as of the date on which such Mortgage Loan became a Specially
Serviced Mortgage Loan was less than $1,000,000, 0.81%;
(2) if the Scheduled Principal Balance of such Mortgage
Loan as of the date on which such Mortgage Loan became a Specially
Serviced Mortgage Loan was equal to or greater than $1,000,000 but less
than $5,000,000, 0.60%;
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(3) if the Scheduled Principal Balance of such Mortgage
Loan as of the date on which such Mortgage Loan became a Specially
Serviced Mortgage Loan was equal to or greater than $5,000,000 but less
than $10,000,000, 0.47%; and
(4) if the Scheduled Principal Balance of such Mortgage
Loan as of the date on which such Mortgage Loan became a Specially
Serviced Mortgage Loan was equal to or greater than $10,000,000, 0.34%.
SECTION 1.02. Certain Calculations.
Unless otherwise specified herein, the following
provisions shall apply:
(i) All calculations of interest provided for herein shall
be made on the basis of a 360-day year consisting of twelve 30-day
months.
(ii) The portion of any Net REO Proceeds, Insurance
Proceeds and Net Liquidation Proceeds in respect of a Mortgage Loan
allocable to principal shall equal the total amount of such proceeds
minus (a) any portion thereof payable to the Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as applicable, pursuant to
the provisions of this Agreement (other than any amount already
accounted for in computing Net REO Proceeds) and (b) a portion thereof
equal to the interest component of the Scheduled Payments or Assumed
Scheduled Payments, as the case may be, at the related Net Mortgage
Interest Rate from the date as to which interest was last paid on such
Mortgage Loan up to but not including the Due Date in the Due Period for
the Determination Date related to the Prepayment Period in which such
proceeds are received.
(iii) Any Mortgage Loan payment is deemed to be received
on the date such payment is actually received by the Servicer, the
Special Servicer or the Trustee; provided, however, that for purposes of
calculating distributions on the Certificates, Principal Prepayments
with respect to any Mortgage Loan are deemed to be received on the date
they are applied in accordance with Accepted Servicing Practices
consistent with the terms of the related Note and Mortgage or, if
applicable, Section 3.01(b), to reduce the outstanding principal balance
of such Mortgage Loan on which interest accrues.
(iv) Notwithstanding any acquisition of title by or on
behalf of the Trust Fund to any REO Property and cancellation of the
related Mortgage Loan, such Mortgage Loan shall (for all purposes
hereunder, including without limitation the calculation of the Servicing
Fee and the Special Servicing Fee except for purposes of Section 9.01)
be considered to be a Mortgage Loan held in the Trust Fund as more fully
described in Section 3.10(a).
(v) In calculating Net REO Proceeds with respect to any
REO Property for any Prepayment Period, the aggregate amount of expenses
not allocable to
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particular REO Properties charged against amounts on deposit in the
related REO Accounts by the Special Servicer, as permitted by the
provisions of this Agreement, since the last date on which amounts were
remitted from the REO Accounts to the Collection Account shall be
allocated to reduce the proceeds and collections received in respect of
particular REO Properties on a pro rata basis based upon the respective
Scheduled Payments or Assumed Scheduled Payments of the related REO
Mortgage Loans.
(vi) Any reference to the Certificate Principal Amount of
any Class of Certificates on or as of a Distribution Date shall refer to
the Certificate Principal Amount of such Class of Certificates on such
Distribution Date after giving effect to (a) any distributions made on
such Distribution Date pursuant to Section 4.01(e), (b) the Realized
Losses and Additional Expense Losses allocated to such Class on such
Distribution Date pursuant to Section 4.07, (c) the addition of any
Appraisal Reduction Amounts allocated to such Class pursuant to Section
4.08, and (d) any Certificate Deferred Interest allocated to such Class
pursuant to Section 4.10. Any reference to the Lower-Tier Principal
Amount of any Class of Lower-Tier Interests on or as of a Distribution
Date shall refer to the Lower-Tier Principal Amount of such Class of
Lower-Tier Interests on such Distribution Date after giving effect to
(a) any distributions made on such Distribution Date pursuant to Section
4.01(b), (b) the Realized Losses and Additional Expense Losses allocated
to such Class on such Distribution Date pursuant to Section 4.07, (c)
the addition of any Appraisal Reduction Amounts allocated to such Class
pursuant to Section 4.08, and (d) any Certificate Deferred Interest
allocated to such Class pursuant to Section 4.10.
[End of Article I]
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS AND RIGHTS
UNDER LOAN SALE AGREEMENT;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey to
the Trustee, without recourse (except to the extent herein provided), in trust,
all the right, title and interest of the Depositor, whether now owned or
hereafter acquired, in and to each of the Mortgage Loans acquired by the
Depositor pursuant to the Mortgage Loan Purchase Agreement and identified on the
Mortgage Loan Schedule, including all rights to payment in respect thereof,
except as set forth below, any related escrow accounts and any security interest
under such Mortgage Loans (whether in real or personal property and whether
tangible or intangible) for the benefit of the Depositor, and all other assets
included or to be included in the Trust Fund for the benefit of the
Certificateholders. Such assignment includes the right to any and all payments
made or required to be made by any of the Borrowers or any third party under the
Mortgage Documents and all interest and principal received or receivable on or
with respect to the Mortgage Loans, other than (i) any portion of such right,
title and interest representing any Retained Interest, (ii) payments of
principal and interest due on the Mortgage Loans on or before the Cut-Off Date,
(iii) Principal Prepayments received on or before the Cut-Off Date which have
been incorporated in the principal balances shown on the Mortgage Loan Schedule
as of the Cut-Off Date, and (iv) payments of fees and expenses payable under the
Mortgage Loans on or before the Cut-Off Date.
In connection with such transfer and assignment of the Mortgage
Loans, the Depositor does hereby deliver to, and deposit with, or cause to be
delivered by the Seller to be deposited with, the Trustee, or the Custodian
acting on the Trustee's behalf, if applicable, the following documents or
instruments with respect to each Mortgage Loan (except as provided in clause (x)
below) so transferred and assigned:
(i) the original of the Note, endorsed on its face or by allonge
attached thereto without recourse to the order of the Trustee in the
following form: "Pay to the order of LaSalle National Bank, as Trustee
for the benefit of the Holders of the Structured Asset Securities
Corporation Multiclass Pass-Through Certificates Series 1996-CFL, under
that certain Pooling and Servicing Agreement, dated as of February 1,
1996, without recourse, representation or warranty, express or implied",
and showing a complete chain of endorsement from the originator to the
Trustee; provided, that with respect to the Mortgage Loans with Loan
Numbers 937575, 930581, 942406, 942739 and 942868, the Depositor shall
deliver, in lieu of the original Note, a lost note affidavit in the form
attached hereto as Exhibit N, signed by the Seller, together with a copy
of the Note;
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(ii) the original recorded Mortgage or a copy thereof showing
the applicable recording information in the applicable public recording
office and showing the Seller or the U.S. Branch as mortgagee, or
accompanied by original recorded assignments (or copies thereof) showing
a complete chain of title to the Seller or the U.S. Branch;
(iii) an Assignment of Mortgage from the Seller to LaSalle
National Bank, as Trustee for the Holders of the Structured Asset
Securities Corporation, Multiclass Pass-Through Certificates, Series
1996-CFL, and for each Mortgage Loan as to which the Seller or the U.S.
Branch is not the named mortgagee, originals or copies of any
intervening assignments thereof to the Seller or the U.S. Branch;
(iv) if a security agreement is in the possession of the Seller
and is a document separate from the related Mortgage, the original or a
copy thereof and originals or copies of any intervening assignments
thereof together with an executed assignment of such agreement from the
Seller to the Trustee (unless the substance of such assignment is
included in the applicable Assignment of Mortgage);
(v) if such documents are in the possession of the Seller, a
copy of the UCC-1 financing statement or statements and related
continuation statements, if any, relating to the originator's security
interest in the personal property (if any) constituting security for
repayment of the Mortgage Loan;
(vi) originals or copies of all assumption, modification,
consolidation, extension and substitution agreements in those instances
where the terms or provisions of the Mortgage or Note have been modified
or the Mortgage Loan has been assumed;
(vii) an original lender's title insurance policy (or a
copy thereof), together with any endorsements thereto or, with respect
to each Mortgage Loan not covered by a title insurance policy, an
original or a copy of an attorney's opinion of title;
(viii) if such documents are in the Seller's possession, the
original or a copy of any guaranty relating to the Mortgage Loan;
(ix) if any related Assignment of Leases, Rents and Profits is
in the possession of the Seller and is a document separate from the
related Mortgage, the original or a copy thereof and originals or copies
of any intervening assignments thereof together with an executed
re-assignment of such instrument (a "Re-assignment of Assignment of
Leases, Rents and Profits") in suitable form for recordation in the
jurisdiction in which the Mortgaged Property is located from the Seller
to the Trustee (which re-assignment, however, may be included in the
Assignment of Mortgage and need not be a separate instrument);
(x) solely with respect to the Mortgage Loans with Loan Numbers
937836, 938427, 939353, 940367, 941670, 942091 and 942224, the original
or a copy
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of any subordination and intercreditor agreement relating to each such
Mortgage Loan; and
(xi) if such documents are in the Seller's possession, any and
all amendments, modifications and supplements to, and waivers related
to, any of the foregoing;
provided, however, that in the case of any Mortgage Loans which have been
prepaid in full after the Cut-Off Date and prior to the date of the execution of
this Agreement, the Depositor, in lieu of delivering the above documents, shall
deliver to the Trustee herewith an Officers' Certificate from the Seller which
shall include a statement to the effect that all amounts received by the Seller
in connection with any such prepayment in full (other than any amounts to which
the Depositor is entitled under the first paragraph of this Section 2.01) were
remitted to the Servicer for deposit in the Collection Account pursuant to
Section 3.05.
The Trustee, at the Seller's expense, shall submit, or cause to
be submitted, for recording or filing (as the case may be) promptly after
receipt, but in no event later than sixty Business Days following the Closing
Date (a) each original Assignment of Mortgage referred to in Section
2.01(a)(iii) which has not yet been submitted for recording, (b) each
Re-assignment of Assignment of Leases, Rents and Profits referred to in Section
2.01(a)(ix) (if not otherwise included in the related Assignment of Mortgage)
which has not yet been submitted for recordation, and (c) each assignment of any
UCC-1 financing statement referred to in Section 2.01(a)(v), as continued
pursuant to any related continuation statements, to the extent it has not yet
expired, and which has not yet been submitted for recording or filing (as the
case may be).
All documents relating to the Mortgage Loans which are not
delivered to the Trustee or the Custodian acting on the Trustee's behalf, are
and shall be held by the Depositor, the Servicer or the Special Servicer, as the
case may be, in trust for the benefit of the Trustee on behalf of the
Certificateholders. In the event that any such document is required pursuant to
the terms of this Section 2.01 to be a part of a Mortgage File, such document
shall be delivered promptly to the Trustee.
Although it is intended that the conveyance of the Depositor's
rights, title and interest in and to the Mortgage Loans (other than any portion
of such interest representing the Retained Interests) and other rights and
interests conveyed pursuant to this Agreement shall constitute a purchase and
sale and not a loan, in the event that such conveyance is deemed to be a loan,
the Depositor shall be deemed to have granted to the Trustee a first priority
perfected security interest in all of the Depositor's rights, title and interest
in, to and under the Mortgage Loans and such other rights and interests, all
payments of principal of or interest on such Mortgage Loans, and all proceeds of
any thereof, and this Agreement shall constitute a security agreement under
applicable law.
(b) The Depositor does hereby assign, transfer, convey and set
over to the Trustee all of the Depositor's rights, claims and interests in and
to (i) the Mortgage Loan Purchase Agreement insofar as the Mortgage Loan
Purchase Agreement relates to
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representations, warranties, covenants and agreements made by the Seller in
respect of the Mortgage Loans and any remedies provided thereunder for any
breach of such representations, warranties, covenants and agreements, which
remedies may be enforced against the Seller directly by the Trustee on behalf of
the Certificateholders, specifically reserving to the Depositor and not
assigning and conveying to the Trustee hereby all rights which the Depositor may
have to indemnification by the Seller under the Mortgage Loan Purchase
Agreement, and (ii) any subordination and intercreditor agreements relating to
the Mortgage Loans identified in Section 2.01(a)(x). The Trustee hereby accepts
the foregoing assignments from the Depositor. Notwithstanding anything contained
herein to the contrary, the Depositor agrees for the benefit of the parties to
the Mortgage Loan Purchase Agreement, their respective successors and assigns
and the Trust that: (i) the Depositor shall at all times remain liable to each
party to the Mortgage Loan Purchase Agreement to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (ii) the exercise by the Trust of any of the rights assigned hereunder
shall not release the Depositor from any of its duties or obligations to the
parties under the Mortgage Loan Purchase Agreement except to the extent that
such exercise by the Trust shall constitute performance of such duties and
obligations and (iii) the Trust shall not have any obligation or liability under
the Mortgage Loan Purchase Agreement by reason of, or arising out of, this
Agreement or be obligated to perform any of the obligations or duties of the
Depositor under the Mortgage Loan Purchase Agreement or to make any payment or
to make any inquiry as to the sufficiency of any payment received by any of them
or to present or file any claim or to take any other action to collect or
enforce any claim for any payment assigned hereunder. Nothing in this Agreement
shall limit, restrict, change or affect any representations, warranties,
liabilities, indemnities, or other covenants or agreements of any party under
the Mortgage Loan Purchase Agreement. The Depositor shall cooperate with the
Trustee, the Servicer and the Special Servicer (with respect to Specially
Serviced Mortgage Loans) and take such action as the Trustee, the Servicer or
the Special Servicer reasonably deems necessary to enable the Trustee to enforce
the rights, claims and interests assigned hereby. The Depositor agrees that at
any time and from time to time, upon written request from the Trustee, the
Servicer or the Special Servicer, the Depositor will promptly and duly execute
and deliver any and all such further documents and take such further action as
the Trustee, the Servicer or the Special Servicer may reasonably request in
order to obtain the full benefits of the assignment hereunder and of the rights
and powers herein granted. The Trustee, the Servicer, the Depositor and the
Special Servicer each further agree that at any time and from time to time upon
the written request of the Depositor or the Retained Interest Holder, such party
shall promptly and duly execute and deliver any and all such further routine
assurances, instruments and documents and take all such further routine action
as the Depositor or Retained Interest Holder, as the case may be, may reasonably
request in order to obtain the full benefits of the Depositor's, the Trustee's,
the Servicer's and the Special Servicer's agreements set forth in this
Agreement; provided that delivering such assurances, instruments or documents or
taking such actions as are required pursuant to this sentence shall not
adversely affect the interests of the Certificateholders hereunder.
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SECTION 2.02. Acceptance by the Custodian and the Trustee.
(a) The Mortgage Loan Purchase Agreement shall provide that if
the Seller cannot deliver any original or copy, as the case may be, of any
document described in Section 2.01(a) on the Closing Date, the Seller shall,
promptly upon receipt thereof and in any case not later than 90 days from the
Closing Date, deliver such document to the Trustee or the Custodian (unless the
Seller is delayed in making such delivery by reason of the fact that such
documents shall not have been returned by the appropriate recording office, in
which case it will be required to notify the Trustee in writing of such delay
and shall deliver such documents to the Trustee promptly upon the Seller's
receipt thereof). By its execution and delivery of this Agreement, the Trustee
acknowledges the assignment to it of the Mortgage Loans (exclusive of any
Retained Interest) in good faith without notice of adverse claims and declares
that the Custodian holds and will hold such documents and all others delivered
to the Custodian constituting the Mortgage File for any Mortgage Loan assigned
to the Trustee hereunder in trust, upon the conditions herein set forth, for the
use and benefit of all present and future Certificateholders. The Trustee
agrees, for the benefit of the Certificateholders, to review, or cause to be
reviewed, each Mortgage File within 60 days after its execution and delivery of
this Agreement, to ascertain that all documents referred to in Section 2.01(a)
above (provided that in the case of the documents referred to in Section
2.01(a)(iv), (v), (vi), (vii) (in the case of any endorsement thereto), (viii),
(ix) and (x), the Trustee may assume that the only such documents required to be
included in any Mortgage File are those determined by the Trustee to be
contained therein) and any original recorded documents referred to in the first
sentence of this Section 2.02 included in the delivery of a Mortgage File have
been received, have been executed, appear to be what they purport to be, purport
to be recorded or filed (as applicable) and have not been torn, mutilated or
otherwise defaced, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule. In so doing, the Trustee may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If the Trustee finds that any
document or documents constituting a part of a Mortgage File have not been
executed or received, do not conform to the requirements set forth in the
definition of Mortgage File, are unrelated to the Mortgage Loans identified in
the Mortgage Loan Schedule, appear not to be what they purport to be or have
been torn, mutilated or otherwise defaced, the Trustee shall so notify the
Depositor and the Seller immediately (and in no event later than 60 days after
the Closing Date), with a copy to the Servicer and the Special Servicer, by
providing a written report (the "Trustee's Exception Report"), setting forth for
each affected Mortgage Loan, with particularity, the nature of such defect. The
provisions of Section 2.03(b) shall apply to each document so identified. The
Trustee shall not be responsible for any loss, cost, damage or expense to the
Trust resulting from any failure to receive any document constituting a portion
of a Mortgage File noted on a Trustee's Exception Report or for any failure by
the Seller to use its best efforts to deliver any such document.
(b) The Trustee shall have no responsibility for reviewing any
Mortgage File except as expressly provided above. Without limiting the effect of
the preceding sentence, in reviewing any Mortgage File pursuant to subsection
(a) of this Section 2.02, the Trustee shall have no responsibility for
determining whether any document or opinion is legal,
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valid, binding or enforceable, whether the text of any deed, assignment or
endorsement is in proper or recordable form (except, if applicable, to determine
if the Trustee is the grantee, assignee or endorsee), whether any document has
been recorded in accordance with the requirements of any applicable
jurisdiction, whether a blanket assignment is permitted in any applicable
jurisdiction, whether any Person executing any document or rendering any opinion
is authorized to do so or whether any signature thereon is genuine. For purposes
of any review as provided in this Section 2.02, if the Trustee receives an
opinion of title with respect to any Mortgage Loan pursuant to Section
2.01(a)(vii), it may conclusively presume (and shall have no liability for so
presuming) that such Mortgage Loan is not covered by a title insurance policy.
(c) The Trustee shall directly hold that portion of the Trust
Fund delivered to the Trustee consisting of "instruments" (as such term is
defined in the Uniform Commercial Code as in effect in Illinois on the date
hereof) in Illinois, and, except as otherwise specifically provided in this
Agreement (including with respect to releases to the Servicer or Special
Servicer), shall not remove such instruments from Illinois unless it receives an
Opinion of Counsel (obtained and delivered at the expense of the Person
requesting the removal of such instruments from Illinois) that in the event the
transfer of the Mortgage Loans to the Trustee is deemed not to be a sale, after
such removal, the Trustee will possess a first priority perfected security
interest in such instruments.
SECTION 2.03. Representations, Warranties and Covenants of the
Depositor.
(a) The Depositor hereby represents and warrants that:
(i) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware,
and the Depositor has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement by it, and has
the power and authority to execute, deliver and perform this Agreement
and all the transactions contemplated hereby, including, but not limited
to, the power and authority to sell, assign and transfer the Mortgage
Loans in accordance with this Agreement;
(ii) Assuming the due authorization, execution and
delivery of this Agreement by each other party hereto, this Agreement
and all of the obligations of the Depositor hereunder are the legal,
valid and binding obligations of the Depositor, enforceable against the
Depositor in accordance with the terms of this Agreement, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights
generally, and by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law);
(iii) The execution and delivery of this Agreement and the
performance of its obligations hereunder by the Depositor will not
conflict with any
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provision of any law or regulation to which the Depositor is subject, or
conflict with, result in a breach of or constitute a default under any
of the terms, conditions or provisions of the certificate of
incorporation or the by-laws of the Depositor or any indenture,
agreement or instrument to which the Depositor is a party or by which it
is bound, or any order or decree applicable to the Depositor, or result
in the creation or imposition of any lien on any of the Depositor's
assets or property, which would materially and adversely affect the
ability of the Depositor to carry out the transactions contemplated by
this Agreement; the Depositor has obtained any consent, approval,
authorization or order of any court or governmental agency or body
required for the execution, delivery and performance by the Depositor of
this Agreement;
(iv) There is no action, suit or proceeding pending or, to
the Depositor's knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which
would materially and adversely affect the validity of the Mortgage Loans
or the ability of the Depositor to carry out the transactions
contemplated by this Agreement; and
(v) The Depositor is the lawful owner of the Mortgage
Loans with the full right to transfer the Mortgage Loans to the Trust.
(b) In the event that the Depositor, the Custodian, the
Servicer, the Special Servicer or the Trustee discovers a material breach of any
of the representations, warranties or covenants made with respect to a Mortgage
Loan by the Seller pursuant to the Mortgage Loan Purchase Agreement, which
breach or defect is such that, unless cured, the Seller would be required to
repurchase the related Mortgage Loan under the terms of the Mortgage Loan
Purchase Agreement, then the party discovering such breach or defect shall give
prompt written notice to the other parties hereto, the Rating Agencies and the
Seller; it being understood that none of such Persons has an obligation to
conduct an investigation with respect to such matters absent notice of a breach,
and in no event shall any Rating Agency have any such obligation. The Servicer
and Special Servicer (with respect to Specially Serviced Mortgage Loans) shall
each use its reasonable best efforts to enforce (at the expense of the Trust)
any obligation of the responsible party to cure such breach or defect or
repurchase the related Mortgage Loan within the requisite period provided in the
Mortgage Loan Purchase Agreement. Any obligation of the Servicer or the Special
Servicer, as the case may be, hereunder to enforce any obligation of any party
under the Mortgage Loan Purchase Agreement shall be undertaken by the Servicer
or the Special Servicer, as the case may be, in its capacity as agent of the
Trustee and the Trust (as assignee of rights under such agreements) and such
enforcement rights shall be limited by the terms of the Mortgage Loan Purchase
Agreement.
With respect to any document which is defective or missing from
any Mortgage File as set forth in the Trustee's Exception Report, and such
omission or defect could materially and adversely affect the interests of the
Certificateholders in the related Mortgage Loan, the Mortgage Loan Purchase
Agreement provides that the Seller shall deliver the document or cure the defect
in all material respects within a period of 90 days following the
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earlier of its discovery of such omission or defect or its receipt of notice
from the Depositor or its designee. If the Seller cannot deliver such missing
documents or cure such defaults within such 90-day period, it shall be required
pursuant to the Mortgage Loan Purchase Agreement to repurchase the affected
Mortgage Loan from the Trustee within such 90-day period at the Repurchase
Price.
With respect to a breach of any material representation or
warranty with respect to any Mortgage Loan, pursuant to the Mortgage Loan
Purchase Agreement, the Seller shall be required thereunder, within 90 days
after the earlier of its discovery thereof or receipt of notice thereunder, to
cure such breach in all material respects. If a breach under the Mortgage Loan
Purchase Agreement is not so cured by the Seller within such 90-day period, then
the Seller is required pursuant to the Mortgage Loan Purchase Agreement to
repurchase the affected Mortgage Loan from the Trustee at the Repurchase Price,
provided that, if the Seller certifies to the Depositor and the Trustee that (i)
such breach is not reasonably susceptible of correction or cure within such
90-day period and is susceptible of correction or cure within an additional
90-day period, (ii) such breach and the proposed cure thereof does not and will
not cause the related Mortgage Loan to fail to be a Qualified Mortgage, (iii)
the Seller is diligently pursuing the correction or cure of such breach, and
(iv) the Servicer has not determined in writing that any P&I Advance for such
Mortgage Loan during such additional 90-day period would be a Nonrecoverable
Advance, then the Seller shall have an additional period of 90 days in which to
correct or cure such breach, or failing such correction or cure, to repurchase
such Mortgage Loan within such 90-day period. After such 90-day period expires
with respect to any such breach, the Servicer or the Special Servicer, as the
case may be, shall use its reasonable best efforts to enforce, on behalf of the
Trust (at the expense of the Trust to the extent such expenses are not recovered
from the Seller), any obligation of the Seller to repurchase the affected
Mortgage Loan in accordance with the terms of the Mortgage Loan Purchase
Agreement.
The Servicer (or, with respect to Specially Serviced Mortgage
Loans or REO Mortgage Loans, the Special Servicer) on behalf of the Trust shall
enforce the relevant provisions of the Mortgage Loan Purchase Agreement relating
to the representations, warranties, covenants and agreements of the Seller with
respect to the Mortgage Loans, in accordance with and to the extent provided in
this Agreement. The Depositor shall have no responsibility for and makes no
representation with respect to the origination of the Mortgage Loans, the
management of the Mortgaged Properties, the validity or enforceability or
sufficiency of the security arrangements with respect to the Mortgage Loans, the
status or sufficiency of the Note, the Mortgage or any other documents or
instruments included in the Mortgage Files, the collectability of amounts due
under the Mortgage Loans, or the validity or enforceability of the
representations, warranties, covenants or agreements made by the Seller with
respect to the Mortgage Loans or of any remedies provided in the Mortgage Loan
Purchase Agreement. In addition, the Depositor shall not have any liability for
a defect or omission in the Mortgage File for a Mortgage Loan or breach of any
material representation, warranty or covenant in the Mortgage Loan Purchase
Agreement and shall not have any obligation to cure such defect, omission or
breach or to repurchase a Mortgage Loan as a result thereof, it being understood
and agreed that the Seller shall be solely responsible for
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such liability and obligation pursuant to the Mortgage Loan Purchase Agreement
and the remedies provided therefore.
The Servicer or the Special Servicer, as applicable, shall cause
the Repurchase Price for any Mortgage Loan repurchased by the Seller to be
remitted by the Seller to the Servicer and the Servicer shall deposit such
Repurchase Price in the Collection Account pursuant to Section 3.05(a)(x). Upon
receipt by the Trustee of an Officer's Certificate of the Servicer as to the
deposit of the Repurchase Price for a Mortgage Loan in its entirety and setting
forth the calculation of such price and identifying the Mortgage Loan that has
been repurchased, the Trustee shall release to the Seller or its designee the
related Mortgage File. Upon such release, ownership of such Mortgage Loan and
all rights of the Trust with respect to such Mortgage Loan under the Mortgage
Loan Purchase Agreement (including, without limitation, the benefit of any
representations, warranties and covenants contained therein) shall be fully
vested in the Seller on a servicing released basis. The Servicer or the Special
Servicer, as applicable, shall prepare any instruments of transfer or assignment
at the Seller's expense that are requested by the Seller or its designee as may
otherwise be necessary to vest the Mortgage Loan and all such related rights
released pursuant hereto in the Seller and shall deliver such instruments to the
Trustee. The Trustee shall execute such instruments, in each case without
recourse, representation or warranty, except that, upon request, the Trustee
shall represent to the purchasing party that all documents contained in any
Mortgage File being delivered to the Seller are as they were delivered to the
Trustee or the Custodian pursuant to Section 2.01(a) and that the Trustee or the
Custodian has not by any action by its part, waived, forfeited or otherwise
impaired such related rights. The Trustee shall cause the release of the related
Mortgage File to the Seller or its designee.
(c) Anything to the contrary appearing in this Agreement
notwithstanding, no exercise of any rights or remedies by the Trustee, the
Servicer or the Special Servicer, and no provision hereof, shall be construed to
waive or otherwise impair the Trustee's rights or its exercise of remedies under
the Mortgage Loan Purchase Agreement; provided, however, that amounts received
by the Trustee, the Servicer and the Special Servicer under such agreement shall
be credited to the corresponding obligations of the Seller hereunder or under
the Mortgage Loan Purchase Agreement. Subject to the last paragraph of Section
8.01, in the event the Seller fails to fulfill any of its obligations set forth
under Section 2.03(b), the Trustee shall enforce its rights under the Mortgage
Loan Purchase Agreement.
(d) The Mortgage Loan Purchase Agreement shall require that,
promptly after the Closing Date, but in all events within five Business Days
after the Closing Date, the Seller shall cause all funds on deposit in escrow
accounts maintained with respect to the Mortgage Loans in the name of the Seller
or any other name to be transferred to the Servicer for deposit into Escrow
Accounts. The Servicer shall enforce such obligations on behalf of the Trust.
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SECTION 2.04. Representations, Warranties and Covenants of the
Servicer.
(a) The Servicer hereby represents, warrants and covenants that
as of the Closing Date:
(i) the Servicer is (1) duly organized, validly existing
and in good standing as a limited partnership under the laws of
Missouri, and (2) shall be and thereafter remain, in compliance with the
laws of each state in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;
(ii) the Servicer has the full power and authority to
execute and deliver this Agreement, to perform its obligations under
this Agreement, and to enter into and consummate all transactions of the
Servicer contemplated by this Agreement. The Servicer has duly and
validly authorized the execution, delivery and performance of this
Agreement; this Agreement evidences the valid and binding obligation of
the Servicer enforceable against the Servicer in accordance with its
terms subject to the effect of applicable bankruptcy, reorganization,
insolvency, receivership, moratorium and other similar laws affecting
creditors' rights generally as from time to time in effect, and general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(iii) none of the Servicer's execution and delivery of
this Agreement, the consummation of the transactions of the Servicer
contemplated hereby, or the Servicer's fulfillment of or compliance with
the terms and conditions of this Agreement will conflict with or result
in a breach of any of the terms, conditions or provisions of the
Servicer's certificate of limited partnership and agreement of limited
partnership or any agreement or instrument to which the Servicer is now
a party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the violation of
any law, rule, regulation, order, judgment or decree to which the
Servicer or its property is subject which, in any of the above cases,
would materially and adversely affect the Servicer's ability to perform
its obligations under this Agreement;
(iv) the Servicer holds all material licenses,
certificates and permits from all government authorities necessary for
conducting its business as it is presently conducted to the extent
necessary to perform its obligations under this Agreement; and the
Servicer shall take all steps necessary to remain subject to supervision
and examination by any state or federal authorities and shall take all
steps necessary to do business in each state in which any Mortgaged
Property is located, in either case, to the extent necessary to perform
its obligations under this Agreement;
(v) the Servicer does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and every
covenant and obligation contained in this Agreement applicable to the
Servicer;
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(vi) there is no action, suit, or proceeding pending or,
to the best of the Servicer's knowledge, threatened against the Servicer
which, either in any one instance or in the aggregate, would draw into
question the validity of this Agreement or of any action taken or to be
taken in connection with the obligations of the Servicer contemplated
herein, or which would be likely to impair materially the ability of the
Servicer to perform its obligations under the terms of this Agreement;
(vii) the Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default would
materially and adversely affect its ability to perform its obligations
hereunder;
(viii) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Servicer of or compliance by the
Servicer with this Agreement or the consummation of the transactions of
the Servicer contemplated by this Agreement, except for any consent,
approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Servicer of its
obligations under this Agreement, and which, if not obtained would not
have a material adverse affect on the ability of the Servicer to perform
its obligations hereunder;
(ix) the Servicer has not filed for bankruptcy relief and
is not insolvent and the Servicer does not have any reason or cause to
expect that, with the passage of time, it will file for bankruptcy
relief or become insolvent;
(x) the consummation of the transactions of the Servicer
contemplated by the Agreement are, and throughout the term of the
Agreement shall be, in the ordinary course of business of the Servicer;
(xi) the Servicer will require each designated
sub-servicer and the terms of each sub-servicing agreement to which it
is a party to comply with the provisions of Section 3.01(c); and the
terms of any such sub-servicing agreement will not be inconsistent with
any of the provisions of this Agreement; and
(xii) each officer, director or employee of the Servicer
with responsibilities concerning the servicing and administration of
Mortgage Loans is covered by errors and omissions insurance in the
amounts and with the coverage required by Section 3.08.
(b) The representations and warranties set forth in paragraph
(a) above shall survive the execution and delivery of the Agreement. The
Servicer shall indemnify the Trustee and the Trust and hold each of them
harmless against any losses, damages, penalties, fines, forfeitures, legal fees
and related costs, judgments, and other costs and expenses resulting from any
claim, demand, defense or assertion arising from, or resulting from a breach of
the Servicer's representations and warranties contained in paragraph (a). Such
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indemnification shall survive any termination or resignation of the Servicer,
and any termination of the Agreement.
Upon discovery by the Depositor, the Servicer, the Fiscal Agent,
the Special Servicer, the Operating Adviser or a Responsible Officer of the
Trustee (or upon written notice thereof from any Certificateholder) of a breach
of any of the representations and warranties of the Servicer set forth in
subsection (a) of this Section 2.04 which could materially and adversely affect
the interests of the Holders of any Class of Certificates, the party discovering
such breach shall give prompt written notice to the other parties. Within 60
days of the Servicer's discovery or the Servicer's receipt of written notice of
such a breach of the representations and warranties contained in this Section
2.04, the Servicer shall cure such breach in all material respects; provided,
however, that if (i) the Servicer is in good faith attempting to remedy such
breach, (ii) the Certificateholders will not be materially and adversely
affected thereby and (iii) the Servicer delivers an Officer's Certificate to the
Trustee and the Depositor prior to the expiration of the aforesaid 60-day period
outlining the actions to be taken by the Servicer to remedy such breach and
setting forth an anticipated date by which such remedy shall be completed, then
such cure period may be extended by the Trustee for an additional period not to
exceed 90 days, provided that such extension will not result in a downgrading,
qualification or withdrawal of the rating then assigned to any Class of the
Certificates by the Rating Agencies, as confirmed in writing by each Rating
Agency. Any failure by the Servicer to cure a breach as provided in this Section
2.04(b) shall constitute an Event of Default under Section 7.01.
SECTION 2.05 Representations, Warranties and Covenants of the
Special Servicer.
(a) The Special Servicer hereby represents, warrants and
covenants that as of the Closing Date:
(i) the Special Servicer (1) is duly organized, validly
existing and in good standing as a corporation under the laws of
Virginia, and (2) is and shall remain, in compliance with the laws of
each state in which any Mortgaged Property relating to a Specially
Serviced Mortgage Loan or REO Property is located to the extent
necessary to perform its obligations under this Agreement;
(ii) the Special Servicer has the full power and authority
to execute, deliver, perform and to enter into and consummate all
transactions and obligations contemplated by this Agreement. The Special
Servicer has duly and validly authorized the execution, delivery and
performance of this Agreement; this Agreement evidences the valid and
binding obligation of the Special Servicer, enforceable against the
Special Servicer in accordance with its terms subject, as to enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other similar laws affecting creditors' rights generally
as from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding
in equity or at law);
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(iii) neither the execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby, nor
the fulfillment of or compliance with the terms and conditions of this
Agreement will conflict with or result in a breach of any of the terms,
conditions or provisions of the Special Servicer's certificate of
incorporation or by-laws or any legal restriction or any agreement or
instrument to which the Special Servicer is now a party or by which it
is bound, or constitute a default or result in an acceleration under any
of the foregoing, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Special Servicer or
its property is subject, which, in any of the above cases, would
materially and adversely affect the Special Servicer's ability to
perform its obligations under this Agreement;
(iv) the Special Servicer holds all material licenses,
certificates and permits from all government authorities necessary for
conducting its business as it is presently conducted. The Special
Servicer is and will take all steps necessary to remain subject to
supervision and examination by any state or federal authorities as may
be applicable and, to the extent necessary to perform its duties
hereunder, will take all steps necessary to be permitted to do business
in each state in which the Mortgaged Properties (including the REO
Properties) are located;
(v) the Special Servicer does not believe, nor does it
have any reason or cause to believe, that it cannot perform each and
every covenant and obligation contained in this Agreement applicable to
the Special Servicer;
(vi) there is no action, suit, proceeding or investigation
pending or threatened, to the best of the Special Servicer's knowledge,
against the Special Servicer which, either in any one instance or in the
aggregate, would draw into question the validity of this Agreement or of
any action taken or to be taken in connection with the obligations of
the Special Servicer contemplated herein, or which would be likely to
impair materially the ability of the Special Servicer to perform under
the terms of this Agreement;
(vii) the Special Servicer is not in default with respect
to any order or decree of any court or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default
would materially and adversely affect its performance under this
Agreement;
(viii) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Special Servicer, or compliance by the
Special Servicer with, this Agreement or the consummation of the
transactions contemplated by this Agreement, except for any consent,
approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Special Servicer of
its obligations under this Agreement, and which, if not obtained would
not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder;
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(ix) the performance of the services by the Special
Servicer contemplated by this Agreement are in the ordinary course of
business of the Special Servicer;
(x) the Special Servicer has not filed for bankruptcy
relief and is not insolvent and does not have reason or cause to expect
that, with the passage of time, it will file for such bankruptcy relief
or become insolvent; and
(xi) each officer, director, or employee of the Special
Servicer with responsibilities concerning the servicing and
administration of Specially Serviced Mortgage Loans and the related REO
Properties is covered by errors and omissions insurance in the amounts
and with the coverage required by Section 3.08(c).
(b) The representations and warranties set forth in paragraph
(a) above will survive the execution and delivery of the Agreement. The Special
Servicer shall indemnify the Trustee and the Trust and hold them harmless
against any losses, damages, penalties, fines, forfeitures, legal fees and
related costs, judgments, and other costs and expenses resulting from any claim,
demand, defense or assertion based on or grounded upon, or resulting from a
material breach of the Special Servicer's representations and warranties
contained in paragraph (a). Such indemnification shall survive any termination
of the Special Servicer, and any termination of the Agreement.
Upon discovery by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent, the Operating Adviser or a Responsible Officer of
the Trustee (or upon written notice thereof from any Certificateholder) of a
breach of any of the representations and warranties of the Special Servicer set
forth in subsection (a) of this Section 2.05 which could materially and
adversely affect the interests of the Holders of any Class of Certificates, the
party discovering such breach shall give prompt written notice to the other
parties. Within 60 days of the Special Servicer's discovery or the Special
Servicer's receipt of notice of such a breach of the representations and
warranties contained in this Section 2.05, the Special Servicer shall cure such
breach in all material respects; provided, however, that if (i) the Special
Servicer is in good faith attempting to remedy such breach, (ii) the
Certificateholders will not be materially and adversely affected thereby and
(iii) the Special Servicer delivers an Officer's Certificate to the Trustee and
the Depositor prior to the expiration of the aforesaid 60-day period outlining
the actions to be taken by the Special Servicer to remedy such failure and
setting forth an anticipated date by which such remedy shall be completed, then
such cure period may be extended by the Trustee for an additional period not to
exceed 90 days, provided that such extension will not result in a downgrading,
qualification or withdrawal of the rating then assigned to any Class of the
Certificates by the Rating Agencies, as confirmed in writing by each Rating
Agency. Any failure by the Special Servicer to cure a breach as provided in this
Section 2.05(b) shall constitute an Event of Default under Section 7.01.
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SECTION 2.06. Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans (exclusive of any Retained Interest) and the delivery of the Mortgage
Files to the Trustee, subject to the provisions of Section 2.01 and Section
2.02, and, (i) concurrently with such delivery, the Trustee acknowledges the
issuance of the Lower-Tier Regular Interests to the Depositor and the
authentication and delivery of the Class LR Certificates to or upon the order of
the Depositor, in exchange for the Mortgage Loans, receipt of which is hereby
acknowledged, and, (ii) immediately thereafter, the Trustee acknowledges that it
has executed and caused to be authenticated and delivered to and upon the order
of the Depositor, in exchange for the Lower-Tier Regular Interests, the Regular
Certificates and the Class R Certificates in authorized denominations registered
in the names set forth in such order and duly authenticated by the Trustee
evidencing ownership of the entire Upper-Tier REMIC.
SECTION 2.07. Miscellaneous REMIC Provisions.
(a) The Class A, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class I, Class J, Class P and Class X Certificates are hereby
designated "regular interests" in the Upper-Tier REMIC and the Lower-Tier
Regular Interests are hereby designated "regular interests" in the Lower-Tier
REMIC, each within the meaning of Code Section 860G(a)(1). The Class R
Certificates are hereby designated the single class of "residual interests" in
the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2) and the
interest represented by the Class LR Certificates are hereby designated as the
single class of "residual interests" in the Lower-Tier REMIC within the meaning
of Code Section 860G(a)(2). The Closing Date is hereby designated as the
"Startup Day" of each of the Lower-Tier REMIC and the Upper-Tier REMIC within
the meaning of Code Section 860G(a)(9). The "latest possible maturity date" of
the regular interests in each of the Lower-Tier REMIC and the Upper-Tier REMIC
for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii) is the Assumed
Final Distribution Date.
(b) The Trustee, or the Agent appointed to act on its behalf
for purposes of Section 4.05, shall, for federal income tax purposes, maintain
books and records with respect to each of the Lower-Tier REMIC and the
Upper-Tier REMIC on a calendar year and on an accrual basis.
(c) None of the Trustee, the Fiscal Agent, the Special
Servicer or the Servicer shall enter into any arrangement under which the
Lower-Tier REMIC or the Upper-Tier REMIC would receive a fee or other
compensation for services other than as specifically contemplated herein or from
third parties for services performed on behalf of the Lower-Tier REMIC or the
Upper-Tier REMIC.
(d) The prepayment assumption to be used by the Trustee in
complying with its original issue discount reporting obligations pursuant to
Sections 4.02(c) and 4.05 shall be based on a 0% constant prepayment rate with
an assumed extension of the maturity date of each Balloon Mortgage Loan in Group
1 of one year beyond its stated maturity date and an
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assumed prepayment of each Group 2 Mortgage Loan on its respective first
interest rate reset date.
[End of Article II]
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ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01. Servicer to Act as Servicer; Special Servicer to
Act as Special Servicer; Administration of the
Mortgage Loans.
(a) The Servicer shall service and administer the Mortgage
Loans for and on behalf of the Trustee solely in the best interests of and for
the benefit of all of the Certificateholders and in accordance with the terms
hereof and the Mortgage Loans and to the extent consistent with such terms, in
accordance with Accepted Servicing Practices.
With respect to the Servicer, "Accepted Servicing Practices"
means 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
Servicer 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 Servicer services and administers mortgage loans owned
by the Servicer, in either case exercising reasonable business judgment and
acting in accordance with applicable law, the terms of this Agreement, the
respective Mortgage Loans and with a view to the maximization of timely recovery
of principal and interest on the Mortgage Loans and the best interests of the
Trust and the Certificateholders, as determined by the Servicer in its
reasonable judgment, but without regard to: (i) any relationship that the
Servicer or any Affiliate of the Servicer may have with the related Borrower,
the Depositor or any other party to the transaction; (ii) the ownership of any
Certificate by the Servicer or any Affiliate of the Servicer; (iii) the
ownership by the Servicer or any Affiliate of the Servicer of any indebtedness
secured by a junior lien on the Mortgaged Property securing any Mortgage Loan;
(iv) the ownership by the Servicer or any Affiliate of the Servicer of any
subordinate participation interest in any Mortgage Loan; (v) the Servicer's
obligation to make Advances as specified in this Agreement; (vi) the Servicer's
right to receive compensation for its services under this Agreement or with
respect to any particular transaction; (vii) the servicing of Specially Serviced
Mortgage Loans by the Special Servicer; and (viii) the ownership, servicing or
management for others of any other mortgage loans or mortgaged properties.
The Special Servicer shall service the Specially Serviced
Mortgage Loans and manage the REO Properties for and on behalf of the Trustee
solely in the best interests of and for the benefit of all of the
Certificateholders and in accordance with the terms hereof and the Mortgage
Loans and to the extent consistent with such terms, in accordance with Accepted
Servicing Practices.
With respect to the Special Servicer, "Accepted Servicing
Practices" means, the higher of the following standards of care: (1) the same
manner in which, and with the same care,
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skill, prudence and diligence with which the Special Servicer services and
administers similar mortgage loans and manages similar REO properties for other
third-party portfolios, giving due consideration to the customary and usual
servicing standards and practices and asset management standards and practices
for performing and nonperforming commercial and multifamily mortgage loans (and
their related mortgaged properties) and REO properties, as the case may be, that
are customarily employed by prudent institutional commercial and multifamily
mortgage lenders servicing their own mortgage loans and prudent institutional
asset managers managing their own REO properties, and (2) the same care, skill,
prudence and diligence with which the Special Servicer services and administers
mortgage loans and manages REO properties owned by the Special Servicer, in
either case exercising reasonable business judgment and acting in accordance
with applicable law, the terms of this Agreement, the respective Mortgage Loans
and with a view to the maximization of timely recovery of principal and interest
on the Mortgage Loans and REO Properties and the best interests of the Trust and
the Certificateholders, but without regard to: (i) any relationship that the
Special Servicer or any Affiliate of the Special Servicer may have with the
related Borrower, the Depositor or any other party to the transaction; (ii) the
ownership of any Certificate by the Special Servicer or any Affiliate of the
Special Servicer; (iii) the ownership by the Special Servicer or any Affiliate
of the Special Servicer of any indebtedness secured by a junior lien on the
Mortgaged Property securing any Mortgage Loan; (iv) the ownership by the Special
Servicer or any Affiliate of the Special Servicer of any subordinate
participation interest in a Mortgage Loan; (v) the Special Servicer's right to
receive compensation for its services under this Agreement or with respect to
any particular transaction; (vi) the servicing by the Servicer of the Mortgage
Loans that are not Specially Serviced Mortgaged Loans; and (vii) the ownership,
servicing or management for others of any other mortgage loans or mortgaged
properties.
The Trust (and the Trustee, the Servicer and the Special Servicer
on its behalf) shall have the sole right to exercise any rights granted to the
holder of the related Mortgage Loan or any Retained Interest under the terms of
the related Mortgage Documents, and shall have the right to agree to any
amendment, waiver, compromise, modification or release of such Mortgage Loan or
any Contingent Interest, and the Retained Interest Holder has, pursuant to the
Mortgage Loan Purchase Agreement, granted its full authority with respect to the
exercise of such rights to the Trust (or the Trustee, the Servicer or the
Special Servicer on behalf of the Trust). Any Person shall be entitled to rely
upon the authority of the Trustee, Servicer or Special Servicer with respect to
such Retained Interests without further inquiry or consent of the Retained
Interest Holder. In the event that any Mortgage Loan becomes an REO Mortgage
Loan or is sold pursuant to the terms of this Agreement after it becomes a
defaulted Mortgage Loan, the Retained Interest Holder shall have no further
rights, including rights with respect to payment, with respect to the related
Contingent Interest, if any.
In the event that the Servicer believes that it, or any
sub-servicer for it, is unable to comply with the requirements of this Section
3.01(a) with respect to any particular Mortgage Loan or REO Property as a result
of one or more of the factors described in clause (i) through (viii) of the
definition of Accepted Servicing Practices with respect to the Servicer, it may
enter into a sub-servicing agreement with a sub-servicer or a substitute
sub-servicer pursuant to Section 3.01(c), pursuant to which such sub-servicer or
such substitute sub-
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servicer, as the case may be, shall perform its duties with respect to such
Mortgage Loan. In such event, so long as such sub-servicer or such substitute
sub-servicer, as the case may be, performs such duties on behalf of the Servicer
in accordance with the requirements of this Section 3.01(a), then the Servicer
shall be deemed to be in compliance therewith.
Except as expressly provided herein, the Special Servicer shall
not assign or transfer any of its rights, benefits or privileges hereunder to
any other Person, or delegate or assign to or subcontract with or authorize or
appoint any other Person to perform any of the duties, covenants or obligations
to be performed by the Special Servicer hereunder; provided that the Special
Servicer shall have the right without the prior written consent of the Trustee
to delegate or assign to or subcontract with or authorize or appoint an
Affiliate of the Special Servicer to perform and carry out any duties, covenants
or obligations to be performed and carried out by the Special Servicer
hereunder. In no case, however, shall any such delegation, assignment or
subcontracting to an Affiliate of the Special Servicer relieve the Special
Servicer of any liability hereunder and in no event shall the Special Servicer
engage any sub-servicer. Notice of such permitted delegation, assignment or
subcontracting shall be given promptly by the Special Servicer to the Servicer,
the Operating Adviser and the Trustee, and any cost thereof shall be borne by
the Special Servicer.
With respect to any Mortgaged Property for which EMG has provided
recommendations for the remediation of an Environmental Condition in the
Environmental Report, the Servicer or the Special Servicer, as applicable, shall
use its good faith best efforts to cause the related Borrower to implement such
recommendations, and the Servicer or the Special Servicer, as applicable, shall
monitor the progress of such implementation. Notwithstanding the foregoing,
neither the Servicer nor the Special Servicer shall be required to cause the
related Borrower to implement any file review, subsurface or "Phase II
Assessment" recommendations contained in the Environmental Report, unless
implementing such recommendations would otherwise be in accordance with Accepted
Servicing Practices.
Without limiting the foregoing, subject to Section 3.21, the
Special Servicer shall only be obligated to service Mortgage Loans and REO
Mortgage Loans as to which a Servicing Transfer Event has occurred
(collectively, the "Specially Serviced Mortgage Loans"), including any REO
Properties related thereto. The Servicer shall be required to continue to
receive payments on each Specially Serviced Mortgage Loans (including amounts
collected by the Special Servicer), to make all calculations, to make
remittances to the Trustee and to prepare all reports required hereunder with
respect to such Specially Serviced Mortgage Loans (to the extent not otherwise
required to be done by the Special Servicer hereunder) and to make Advances
and/or to reimburse the Special Servicer for any reimbursable property or lien
priority protection and servicing expenses incurred thereby with respect to such
Specially Serviced Mortgage Loans to the extent provided herein as if no
Servicing Transfer Event had occurred and to render such incidental services
with respect to such Specially Serviced Mortgage Loans as are specifically
provided for herein. Subject to Section 3.21, each Mortgage Loan that becomes a
Specially Serviced Mortgage Loan shall continue as such until it becomes a
Rehabilitated Mortgage Loan whereupon, the Special Servicer shall transfer back
all servicing responsibilities therefor to the Servicer, and the Servicer shall
resume the
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servicing of such Mortgage Loan pursuant to the terms of this Agreement. The
Servicer shall not be required to initiate extraordinary collection procedures
or legal proceedings with respect to any Mortgage Loan or to undertake any
pre-foreclosure procedures (including, without limitation, ordering an
Environmental Assessment with respect to any Mortgage Loan). To the extent
consistent with the foregoing and subject to any express limitations set forth
in this Agreement, the Servicer and the Special Servicer shall also seek to
maximize the timely and complete recovery of principal and interest on the
Notes; provided, however, that nothing herein contained shall be construed as an
express or implied guarantee by the Servicer or the Special Servicer of the
collectability of the Mortgage Loans. Subject only to Accepted Servicing
Practices, the REMIC Provisions and the terms of this Agreement (including,
without limitation, Section 3.22) and of the respective Mortgage Loans, the
Servicer and the Special Servicer shall have full power and authority, acting
alone or through sub-servicers (subject to Section 3.02), to do or cause to be
done any and all things in connection with such servicing and administration
which it may deem necessary or desirable. Without limiting the generality of the
foregoing, the Servicer and the Special Servicer shall, and each is hereby
authorized and empowered by the Trustee to, with respect to each Mortgage Loan
it is obligated to service pursuant to this Agreement, prepare, execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them: (1)
any and all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien on each Mortgaged Property and
related collateral; (2) subject to Section 3.20, any and all modifications,
waivers, consents or amendments to or with respect to any documents contained in
the related Mortgage File; (3) any and all subordination, non-disturbance and
attornment agreements and instruments of satisfaction or cancellation, or of
partial or full release or discharge; (4) all other comparable instruments with
respect to the Mortgage Loans and the Mortgaged Properties and (5) pleadings to
initiate or defend legal proceedings, including judicial and non-judicial
foreclosures and actions to capture rents, if, in any of the cases described in
subclauses (1) through (5) hereof, in its reasonable judgment such action is in
accordance with, or is required by, this Agreement. In order to assist the
Servicer or the Special Servicer in satisfying the requirements of title
companies, courts and other Persons with a need to be satisfied as to the
authority of the Servicer or the Special Servicer to act on behalf of the
Trustee in accordance with the terms of this Agreement, the Trustee shall from
time to time provide executed, recordable powers of attorney to the Special
Servicer or Servicer as may be reasonably requested by the Special Servicer or
Servicer. Each of the Servicer and the Special Servicer shall service and
administer the Mortgage Loans that it is obligated to service pursuant to this
Agreement in accordance with the terms of this Agreement and applicable law and
shall provide to the Borrowers any reports required to be provided to them under
the related Mortgage Documents. Subject to Section 3.11, the Trustee shall, upon
the receipt of a written request of a Servicing Officer or a Special Servicer
Officer, execute and deliver to the Servicer or the Special Servicer any powers
of attorney and other documents prepared by the Servicer or the Special Servicer
and necessary or appropriate (as certified in such written request) to enable
the Servicer or the Special Servicer to carry out its servicing and
administrative duties hereunder, and the Trustee shall not be held liable for
any actions by the Servicer or Special Servicer, as applicable, in its exercise
of authority exceeding that granted by the power of attorney.
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(b) Subject to Section 3.20(a), unless otherwise provided in
the Note (or, to the extent not provided in the Note, unless otherwise specified
in written instructions from the related Borrower), the Servicer and the Special
Servicer, whichever is then servicing the related Mortgage Loan, shall use
reasonable efforts to schedule partial Principal Prepayments on any Mortgage
Loan, and to apply partial Principal Prepayments to the principal amount of any
Mortgage Loan, only on a Due Date.
(c) (i) After the Closing Date, the Servicer may enter into
sub-servicing agreements with third parties with respect to any of its
obligations hereunder, provided that (1) any such agreement shall be
consistent with the provisions of this Agreement and (2) no such
sub-servicer shall grant any modification, waiver or amendment to any
Mortgage Loan without the approval of the Servicer, as applicable.
(ii) Any sub-servicing agreement entered into by the
Servicer with third parties shall provide (1) that it may be assumed or
terminated by the Trustee if the Trustee has assumed the duties of the
Servicer or any successor Servicer, as the case may be, pursuant to
Section 7.02, without cost or obligation to the assuming or terminating
party or the Trust Fund, (2) that it shall terminate with respect to any
Mortgage Loans serviced thereunder for so long as such Mortgage Loans
are Specially Serviced Mortgage Loans (except to the extent the Servicer
is obligated to continue to make calculations, prepare reports, make any
Advances and render incidental services with respect to such Specially
Serviced Mortgage Loans pursuant to Section 3.01(a)), and (3) that the
subservicer shall perform the delegated duties in a manner consistent
with this Agreement.
(iii) Notwithstanding anything herein to the contrary, the
Servicer shall be responsible for the performance of its obligations
hereunder even if such obligations are performed by a sub-servicer under
a sub-servicing agreement. Without limiting the generality of the
immediately preceding sentence or Section 3.02, any sub-servicing
agreement and any other transactions or services relating to the
Mortgage Loans involving a sub-servicer shall be deemed to be between
the Servicer and such sub-servicer alone, and the Trustee, the Fiscal
Agent, the Depositor and the Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to any sub-servicer.
(iv) Except as otherwise provided in Section 6.04(a), the
Special Servicer may not enter into subservicing agreements with respect
to its duties and obligations hereunder.
(d) If the Trustee or any successor Servicer assumes the
obligations of the Servicer in accordance with Section 7.02, the Trustee or such
successor, to the extent necessary to permit the Trustee or such successor to
carry out the provisions of Section 7.02, shall, without act or deed on the part
of the Trustee or such successor, succeed to all of the rights and obligations
of the Servicer under any sub-servicing agreement entered into pursuant to
Section 3.01(c). In such event, the Trustee or the successor Servicer, as the
case may be,
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shall be deemed to have assumed all of the Servicer's interest therein and to
have replaced the Servicer as a party to such sub-servicing agreement to the
same extent as if such sub-servicing agreement had been assigned to the Trustee
or such successor Servicer, except that the predecessor Servicer shall not have
any liability or obligation under such sub-servicing agreement in respect of
events that occur after such succession unless so provided in such sub-servicing
agreement or unless such events arise out of actions or events that occurred
prior to such succession, and the Trustee or such successor, as applicable,
shall not have any obligation under such sub-servicing agreement in respect of
acts, omissions and events that occur before such succession.
In the event that the Trustee or any successor Servicer assumes
the servicing obligations of the predecessor Servicer, upon request of the
Trustee or such successor Servicer, the predecessor Servicer shall at its own
expense deliver to the Trustee or such successor Servicer, as the case may be,
all documents and records relating to any sub-servicing agreement and the
Mortgage Loans then being serviced thereunder and an accounting of amounts
collected and held by it, if any, and will otherwise use its best efforts to
effect the orderly and efficient transfer of any sub-servicing agreement to the
Trustee or the successor Servicer, as applicable.
(e) The relationship of the Servicer and the Special Servicer
(and of any successor to the Servicer or the Special Servicer under this
Agreement) to the Trustee and to each other under this Agreement is intended by
the parties to be that of independent contractors and not that of joint
venturers, partners or agents of the Trustee or of each other.
(f) Notwithstanding anything herein to the contrary, the Trust
shall not make any payment to any Affiliate of the Servicer, the Special
Servicer, the Operating Adviser or to the Holder of any Certificates of the
Controlling Class, or any Affiliate of any such Certificateholder in connection
with the servicing or administration of the Mortgage Loans or any related
Mortgaged Property (except, in the case of any such Affiliate that is serving as
Special Servicer or Servicer hereunder, payments expressly contemplated
hereunder to be made to the Servicer or Special Servicer).
SECTION 3.02. Liability of the Servicer and the Special
Servicer.
Notwithstanding any sub-servicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer or the Special Servicer, as applicable, and any person acting as
sub-servicer (or its agents or subcontractors) or any reference to actions taken
through any person acting as sub-servicer or otherwise, the Servicer or the
Special Servicer, as applicable, shall remain obligated and primarily liable to
the Trustee and Certificateholders for the servicing and administering of the
Mortgage Loans it is obligated to service and administer pursuant to this
Agreement in accordance with the provisions of Section 3.01 without diminution
of such obligation or liability by virtue of such sub-servicing agreements or
arrangements, or by virtue of indemnification from any Person acting as
sub-servicer (or its agents or subcontractors) to the same extent and under the
same terms and conditions as if the Servicer or the Special Servicer, as
applicable, alone was
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servicing and administering such Mortgage Loans. The Servicer and the Special
Servicer shall each be entitled to enter into an agreement with any sub-servicer
providing for indemnification of the Servicer or the Special Servicer, as
applicable, by such sub-servicer, and nothing contained in this Agreement shall
be deemed to limit or modify such indemnification, but no such agreement for
indemnification shall be deemed to limit or modify this Agreement. The Servicer
shall have no responsibility for the performance by the Special Servicer of its
duties under this Agreement, and the Special Servicer shall have no
responsibility for the performance by the Servicer of its duties under this
Agreement.
SECTION 3.03. Collection of Certain Mortgage Loan Payments; P&I
Advances; Servicing Advances.
(a) Each of the Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans that it is obligated to service hereunder, and
shall follow such collection procedures as are consistent with Accepted
Servicing Practices, including using best efforts to collect income statements
and rent rolls and Borrower and related guarantor financial statements from
Borrowers or related guarantors. Consistent with the foregoing and in accordance
with Accepted Servicing Practices, the Servicer or the Special Servicer, as
applicable, may waive any late payment fee or charge, any assumption or
modification fee or charge or Default Interest in connection with any Delinquent
Scheduled Payment or Delinquent Balloon Payment with respect to any Mortgage
Loan. Anything to the contrary appearing herein notwithstanding, each of the
Servicer and the Special Servicer shall cause each Borrower under any Mortgage
Loans serviced by such Servicer or Special Servicer, as applicable, to remit all
payments respecting such Mortgage Loan to the Servicer, unless otherwise
directed by the Servicer with respect to any Mortgage Loan; provided that any
such amount shall immediately be remitted by the Special Servicer to the
Servicer. All amounts collected by the Servicer with respect to a Specially
Serviced Mortgage Loan (other than a Mortgage Loan that has become an REO
Property) will be deposited in the Collection Account in accordance with Section
3.05. The Servicer will, upon receipt of any such payment, notify the Special
Servicer of the receipt of such payment and the amount thereof. The Special
Servicer will, within two Business Days thereafter, instruct the Servicer in
writing of how to apply such payment. If the Special Servicer should receive any
payments with respect to any Mortgage Loan (other than with respect to REO
Property), it shall, within one Business Day of receipt from the Borrower or
otherwise of any amounts attributable to payments with respect to, or the sale
of, any Mortgage Loan or any Specially Serviced Mortgage Loan, if any (but not
including amounts attributable to any REO Property, which shall be deposited in
the applicable REO Account as provided in Section 3.17(b)), remit such payment
(endorsed without recourse, if applicable, to the order of the Servicer) to the
Servicer for deposit into the Collection Account. The Special Servicer shall
notify the Servicer of each such amount received on the date required for the
making of such deposit or transfer, as the case may be, indicating the Mortgage
Loan to which the amount is to be applied and the type of payment made by or on
behalf of the related Borrower.
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(b) On the date occurring 180 days prior to the stated
maturity date (or, if the stated maturity date is less than 180 days after the
Closing Date, as soon as practicable after the Closing Date) of each Balloon
Mortgage Loan that is not a Specially Serviced Mortgage Loan, the Servicer shall
send a notice to the related Borrower advising of such stated maturity date and
the Servicer shall request confirmation that the Balloon Payment will be paid by
such date; provided, that such Balloon Mortgage Loan shall not become a
Specially Serviced Mortgage Loan until such time as a Servicing Transfer Event
occurs with respect to such Balloon Mortgage Loan.
(c) (i) Subject to the terms and conditions of this Section
3.03(c), in respect of any Distribution Date, the Servicer, as required
below, shall make a cash advance (each such advance, a "P&I Advance") on
the Servicer Remittance Date to the Collection Account, equal to the
aggregate of: (I) with respect to each Mortgage Loan (other than a
Mortgage Loan with respect to which Assumed Scheduled Payments are
required to be made pursuant to the definition of that term), all
Scheduled Payments other than Balloon Payments, due (without regard to
any acceleration of principal under the related Note and Mortgage)
during the Related Due Period and for which no previous P&I Advance was
made, which Scheduled Payments were Delinquent (after giving effect, in
the case of any modified Mortgage Loan, to any modification in the
Scheduled Payment thereof), and (II) in the case of each Mortgage Loan
with respect to which Assumed Scheduled Payments are required to be made
pursuant to the definition of that term, the excess, if any, of (A) the
Assumed Scheduled Payment in respect of such Mortgage Loan for the Due
Date during the Related Due Period, over (B) any amounts received as of
the related Determination Date (and not previously distributed to
Certificateholders) that were paid by the related Borrower or were
otherwise received in respect of such Mortgage Loan, in each case to the
extent applied as previously unpaid interest on or principal of such
Mortgage Loan (exclusive of any portion thereof representing
reimbursements to the Servicer for prior P&I Advances and Advance
Interest thereon).
Notwithstanding any other provision of this Agreement
other than Section 3.03(c)(iv) and subject to the Servicer Advance
Limitation, the obligation of the Servicer to make P&I Advances is
mandatory, and shall continue with respect to any Mortgage Loan through
any court appointed stay period or similar payment delay resulting from
any insolvency of the Borrower or related bankruptcy until the earliest
of (i) the Special Servicer's making of a Final Recovery Determination
or a Nonrecoverable Advance determination with respect to such Mortgage
Loan, or (ii) the termination of this Agreement.
(ii) The Servicer shall make a P&I Advance in accordance
with this Section 3.03(c), on or before 12:00 noon, Central Time, on the
Servicer Remittance Date and deposit in the Collection Account the
amount of any such P&I Advance. The Servicer shall notify the Trustee
and the Fiscal Agent, by a certificate of the Servicing Officer, of (i)
the aggregate amount of P&I Advances for a Distribution Date, (ii) the
amount of any Nonrecoverable Advances for such Distribution Date, and
(iii) the
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extent to which the Servicer Advance Limitation has been met with
respect to such Distribution Date, on or before three Business Days
prior to such Distribution Date. With respect to each Distribution Date,
the Trustee shall notify the Fiscal Agent, by Officers' Certificate, of
its determination of the amount of Nonrecoverable Advances for such
Distribution Date on or before two Business Days prior to such
Distribution Date. Any such P&I Advances shall be included with the
distribution to the Certificateholders on the related Distribution Date
pursuant to Section 4.01. Except as provided in clause (c)(vii), if the
Servicer fails to make a P&I Advance by 12:00 noon (Central Time) on any
Servicer Remittance Date, an Event of Default as set forth in clause
(a)(ii) of Section 7.01 shall occur and the Trustee shall make such P&I
Advance pursuant to Section 7.06(a).
(iii) The Servicer shall make a cash advance (each such
advance, a "Servicing Advance") with respect to any Mortgage Loan (or
related Mortgaged Property) in an amount equal to all such funds as are
necessary for the purpose of effecting the payment of Property
Protection Expenses, except as otherwise provided herein, to protect and
preserve the lien of any Mortgage Loan and to pay other costs and
expenses to the extent so required by this Agreement. The Special
Servicer shall give the Servicer not less than five Business Days'
notice before the date on which the Servicer is requested to make any
Servicing Advance with respect to a given Mortgage Loan; provided,
however, that two Business Days' notice shall be required in respect of
Servicing Advances required to be made on an urgent or emergency basis
(which may include, without limitation, Servicing Advances required to
make tax or insurance payments). In addition, the Special Servicer shall
provide the Servicer, the Trustee or the Fiscal Agent, as applicable,
with such information in its possession as the Servicer, the Trustee or
the Fiscal Agent, as applicable, may reasonably request to enable the
Servicer, the Trustee or the Fiscal Agent, as applicable, to determine
whether a requested Servicing Advance would constitute a Nonrecoverable
Advance. Except as otherwise provided in clause (c)(vii) below, the
failure by the Servicer to make any Servicing Advance as and when due
shall constitute an Event of Default under Section 7.01(a)(ii) and the
Trustee shall make such Servicing Advance pursuant to Section 7.06(a).
In the event that the Servicer has received a request to make a
Servicing Advance and the Servicer will not be required to make all or a
portion of such Servicing Advance due to the Servicer Advance Limitation
being exceeded, the Servicer shall notify the Trustee and the Fiscal
Agent, by a certificate of a Servicing Officer, that the Servicer
Advance Limitation has been, or will be, exceeded, and the amount of the
Servicing Advance that the Trustee will be required to make under
Section 7.06. The Servicer shall deliver such certificate of the
Servicing Officer to the Trustee and the Fiscal Agent not less than four
Business Days prior to the date that the Servicer would otherwise be
required to make such Servicing Advance in the absence of the Servicer
Advance Limitation; provided, however, that only two Business Days'
notice shall be required in respect of Servicing Advances required to be
made on an urgent or emergency basis.
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(iv) Notwithstanding any other provision of this
Agreement, the Servicer, the Trustee and the Fiscal Agent, as
applicable, shall not be obligated to make any Advance in respect of any
Mortgage Loan to the extent that such Advance (together with interest
thereon at the Advance Rate) will not, at the time when made, in the
reasonable business judgment of the Servicer, the Trustee or the Fiscal
Agent, as applicable, be ultimately recoverable pursuant to the terms of
this Agreement from (A) future payments and collections on such Mortgage
Loan (or the related Mortgaged Property or REO Property), (B) amounts
paid from Insurance Proceeds from all related Insurance Policies (or the
related Mortgaged Property or REO Property), (C) Liquidation Proceeds
from such Mortgage Loan (or the related Mortgaged Property or REO
Property), or (D) Net Income, if any, received with respect to such
related Mortgaged Property and REO Property (any such Advance being
referred to herein as a "Nonrecoverable Advance"). The determination by
the Servicer, the Trustee or the Fiscal Agent, as applicable, that any
proposed Advance, if made, would constitute a Nonrecoverable Advance
shall be (i) evidenced by a Nonrecoverability Determination Notice
delivered no later than the Business Day following such determination
and (ii) supported by analysis by the Servicer, the Trustee or the
Fiscal Agent, as applicable, of the possibility for repayment of such
Advance (together with accrued Advance Interest) giving full
consideration to the cash flow generated by and the value of the related
Mortgaged Property. The Servicer, the Trustee and the Fiscal Agent, as
applicable, shall have no liability to the Trust Fund, the
Certificateholders or any other Person if its determination that a
proposed Advance constitutes a Nonrecoverable Advance proves wrong or
incorrect, so long as such determination and the related analysis were
made in good faith by the Servicer, the Trustee and the Fiscal Agent, as
applicable.
(v) All Advances made by the Servicer, the Trustee and the
Fiscal Agent pursuant to this Agreement shall bear interest under this
Agreement at the Advance Rate for the period from and including the date
such Advance was made to, but not including, the date the Servicer, the
Trustee or the Fiscal Agent, as applicable, is reimbursed for such
Advance. Any reimbursement of such Advances shall be first applied to
accrued and unpaid Advance Interest and then to the principal amount of
the funds so advanced, with the principal amount of the most recent
Advances repaid first. The Servicer shall retain late fees (other than
Default Interest) paid by any Borrower with respect to any Mortgage Loan
(other than a Specially Serviced Mortgage Loan, as to which it shall not
retain late fees) only to the extent that the sum of the interest
collected from the Borrower (including Default Interest actually
collected) on amounts with respect to which there is an outstanding
Advance, plus late fees, exceeds the amount of accrued Advance Interest
with respect to any such Advances.
(vi) Any Advance made by any Servicer, the Trustee or the
Fiscal Agent pursuant to this Agreement in respect of any Mortgage Loan
shall be reimbursed (together with all accrued and unpaid Advance
Interest thereon), first, from all cash collected (including, without
limitation, Principal Prepayments) in the Collection Account in respect
of such Mortgage Loan (and the related Mortgaged Property or REO
Property). In the event an outstanding Advance is deemed to be a
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Nonrecoverable Advance, such Advance shall be reimbursed from all cash
collected in the Collection Account from any Mortgage Loan (other than
any Retained Interest Payment) prior to any payments made pursuant to
Section 4.01, until such Advance (including all accrued and unpaid
Advance Interest thereon) is reimbursed in full; provided that, in any
case, Advance Interest shall be payable first out of late payment
charges and Default Interest, if any, collected in respect of the
related Mortgage Loan or, if such amounts are or will be insufficient,
out of any amounts on deposit in the Collection Account at the time such
Advance is reimbursed. To the extent that a Borrower is not obligated
under the related Mortgage Documents to pay or reimburse any portion of
any Advances and/or Advance Interest thereon that are outstanding with
respect to the related Mortgage Loan as a result of a modification or
workout of such Mortgage Loan which forgives unreimbursed amounts for
which the Servicer, the Trustee or the Fiscal Agent had previously made
such Advances, such Advances and/or Advance Interest thereon shall be
deemed to be a Nonrecoverable Advance and shall be treated as a Realized
Loss hereunder. Notwithstanding the foregoing, if the Trustee or the
Fiscal Agent, as the case may be, is required to make an Advance with
respect to a Mortgage Loan due to the Servicer Advance Limitation being
met and collections on such Mortgage Loan during the Mortgage Loan Due
Period immediately following such Advance are insufficient to reimburse
the Trustee or the Fiscal Agent, as applicable, for such Advance
(including Advance Interest accrued thereon), the Trustee or Fiscal
Agent, as the case may be, may be reimbursed prior to the Servicer from
all amounts available to reimburse Advances and Advance Interest on any
Mortgage Loan.
(vii) Notwithstanding anything to the contrary, the
aggregate principal amount of unreimbursed Advances required to be made
by the Servicer shall not exceed $15,000,000 (the "Servicer Advance
Limitation") at any one time. However, on the basis of administrative
convenience, the Servicer may make Advances in excess of such Servicer
Advance Limitation. To the extent that Advances in excess of the
Servicer Advance Limitation are required to be made, or the Servicer
fails to make an Advance required to be made, the Trustee or the Fiscal
Agent, as applicable, shall make such required Advance pursuant to
Section 7.06 of this Agreement. The Trustee's and the Fiscal Agent's
obligation to make Advances shall not be subject to a dollar limitation.
SECTION 3.04. Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
(a) The Servicer shall establish and maintain one or more
escrow accounts, including accounts which may be established by a sub-servicer
on behalf of the Servicer (each, an "Escrow Account") into which all Escrow
Payments shall be deposited and in which all Escrow Payments shall be retained.
The Special Servicer shall promptly remit, but in no event later than one
Business Day from receipt thereof, any Escrow Payments that it receives to the
Servicer for deposit into the applicable Escrow Account. With respect to any
such amounts paid by check to the order of the Special Servicer, the Special
Servicer shall endorse such check, without recourse, to the order of the
Servicer and shall promptly remit any such check
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to the Servicer, but in no event later than one Business Day from receipt
thereof. Escrow Accounts shall be Eligible Accounts, and funds in the Escrow
Accounts may only be invested in Eligible Investments, except, in each case, as
otherwise required under applicable law or the related Mortgage Documents. The
Servicer shall notify the Trustee in writing of the location and account number
of each Escrow Account it establishes or which is established on its behalf and
shall notify the Trustee in writing prior to any subsequent change thereof.
Withdrawals of amounts from an Escrow Account may be made only to: (i) effect
the timely payment of taxes, hazard insurance premiums, ground rents,
assessments, tenant improvement or leasing commission expenses and comparable
items; (ii) refund to Borrowers any sums that are determined to be overages;
(iii) remove amounts deposited therein in error; (iv) repair or otherwise
protect the Mortgaged Properties in accordance with the terms of the related
Mortgage Loan; (v) pay interest, if required and as described below, to
Borrowers on balances in the Escrow Account; (vi) withdraw interest or other
income which is payable to the Servicer; (vii) pay amounts due the lender under
the related Mortgage Loan or (viii) clear and terminate the Escrow Account at
the termination of this Agreement in accordance with Section 9.01. Unless
otherwise required by applicable law or the terms of the applicable Mortgage
Documents to be paid to Borrower, the Servicer shall be entitled to retain all
investment income on funds in Escrow Accounts.
(b) With respect to each Mortgage Loan, the Servicer shall
prepare and maintain accurate records with respect to each related Mortgaged
Property reflecting the status of taxes, assessments, ground rents, water rates,
sewer rates and other similar items that are or may become a lien on the related
Mortgaged Property and the status of insurance premiums payable with respect
thereto. With respect to each REO Mortgage Loan, the Special Servicer shall
prepare and maintain accurate records reflecting the status of taxes,
assessments, ground rents, water rates, sewer rates and other similar items that
are or may become a lien on the related REO Property and the status of insurance
premiums payable with respect thereto and the Special Servicer shall furnish
copies of all such records to the Servicer. If requested, the Servicer shall
furnish the Trustee with an annual certification that sufficient insurance is
kept in force for each Mortgaged Property.
To the extent that a Mortgage Loan requires a Borrower to escrow
payments for taxes, assessments, ground rents, water rates, sewer rates,
insurance premiums, tenant improvement or leasing commission expenses and other
similar items, the Servicer (with respect to Mortgaged Properties other than REO
Properties) or the Special Servicer (with respect to REO Properties) shall (i)
obtain all bills for the payment of such items (including renewal premiums) and
(ii) effect payment of all such bills with respect to such Mortgaged Properties
prior to the applicable penalty or termination date or as required by any
insurance policies, in each case employing for such purpose Escrow Payments as
allowed under the terms of the related Mortgage Loan. To the extent that a
Mortgage Loan obligates a Borrower to pay taxes, assessments, ground rents,
water rates, sewer rates, insurance premiums, tenant improvement or leasing
commission expenses and other similar items but does not require the Borrower to
escrow such payments, the Servicer shall use its best efforts to require that
any such payments be made by the Borrower at the time they first become due.
With respect to any Specially Serviced Mortgage Loans, the Servicer shall notify
the Special Servicer within 5
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Business Days after the Servicer becomes aware of any failure by the related
Borrower to make such payments as they first become due and the Special Servicer
shall use its best efforts to cause such Borrower to make such payments and
provide proof of such payment to the Special Servicer and the Servicer.
In the case of an REO Mortgage Loan, if collections from the REO
Property are sufficient to pay any such item mentioned above, when due, the
amount of any shortfall relating to such item shall be payable if deemed
recoverable from amounts on deposit in the REO Account pursuant to Section
3.17(c). To the extent that the amounts on deposit in the REO Account are
insufficient to make such payment, the Special Servicer shall advise the
Servicer, by delivery of a certificate of a Special Servicer Officer, of the
amount of funds required to cover such shortfall, and the Servicer shall
promptly make a Servicing Advance with respect thereto, subject to subparagraph
(iv) of Section 3.03(c). In the case of any Specially Serviced Mortgage Loans
other than REO Mortgage Loans, if a Borrower fails to make on a timely basis any
such payment and collections from the Borrower are insufficient to pay any such
item on or before the applicable penalty or termination date, the Servicer shall
promptly make a Servicing Advance with respect thereto, subject to subparagraph
(iv) of Section 3.03(c), unless, with respect to the payment of taxes and
assessments, the Servicer reasonably anticipates that such bill will be paid by
the Borrower by the close of business on or before the penalty date, but in any
event the Servicer shall make such Advance within 90 days after such date or
within five Business Days after the Servicer has received confirmation that such
item has not been paid, whichever is earlier, provided that during such 90-day
period the Servicer and the Special Servicer shall use their reasonable best
efforts to confirm whether such bill has been paid. In the case of any Mortgage
Loan other than a Specially Serviced Mortgage Loan or an REO Mortgage Loan, if a
Borrower fails to make on a timely basis any such payment on a timely basis or
collections from the Borrower are insufficient to pay any such item when due,
the Servicer shall promptly make a Servicing Advance with respect to any
shortfall, subject to subparagraph (iv) of Section 3.03(c), unless, with respect
to the payment of taxes and assessments, the Servicer reasonably anticipates
that such bill will be paid by the Borrower by the close of business on or
before the penalty date, but in any event the Servicer shall make such Advance
within 90 days after such date or within five Business Days after the Servicer
has received confirmation that such item has not been paid, whichever is
earlier, provided that during such 90-day period the Servicer shall use its
reasonable best efforts to confirm whether such bill has been paid. No costs
incurred by the Servicer or the Special Servicer, as applicable, in effecting
the payment of taxes, insurance premiums, ground rents, assessments, tenant
improvements, leasing commissions, capital improvement, operating reserves,
other reserves required pursuant to the Mortgage Documents or similar items on
the Mortgaged Properties shall, for the purpose of calculating distributions to
Certificateholders, be added to the amount owing under the related Mortgage
Loans, whether or not the terms of such Mortgage Loans so permit.
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SECTION 3.05. Collection Account and Distribution Accounts.
(a) The Servicer shall establish and maintain the Collection
Account for the benefit of the Certificateholders, in the name of "LaSalle
National Bank, as Trustee for the Holders of the Structured Asset Securities
Corporation, Multiclass Pass-Through Certificates, Series 1996-CFL, Collection
Account." The Collection Account shall be established and maintained as an
Eligible Account. The Servicer shall deposit or cause to be deposited on a daily
basis (unless the Servicer determines, consistent with the servicing standards
set forth in Section 3.01(a), that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason) in the
Collection Account, or as otherwise required hereunder, within one Business Day
of receipt, the following payments and collections received or made by it on or
with respect to the Mortgage Loans, other than payments in respect of principal
and interest on the Mortgage Loans (other than Retained Interest Payments) that
are not assigned to the Trustee pursuant to the second sentence of Section 2.01
(which payments, if received by the Servicer or the Special Servicer, as the
case may be, shall promptly be remitted by the Special Servicer to the Servicer,
and the Servicer shall promptly remit such funds to the Depositor):
(i) all payments on account of principal, including Principal
Prepayments and Prepayment Charges, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans;
(iii) all Insurance Proceeds, and Liquidation Proceeds;
(iv) any amounts required to be deposited pursuant to Section 3.07 in
connection with net losses realized on Eligible Investments with respect to
funds held in the Collection Account;
(v) any amounts required to be deposited pursuant to Section 3.17(f)
in connection with any REO Property or other Mortgaged Property;
(vi) any amounts received from Borrowers which represent recoveries of
Property Protection Expenses;
(vii) any amounts in the nature of Default Interest with respect to
any Mortgage Loans;
(viii) any amounts paid by the Borrower in the nature of late payment
charges or assumption, extension, modification or substitution fees or
similar items to the extent not otherwise permitted to be retained by the
Servicer pursuant to Section 3.12;
(ix) the proceeds of all P&I Advances required to be made pursuant to
Section 3.03(c);
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(x) amounts paid as Repurchase Price in respect of any Mortgage Loan
pursuant to the Mortgage Loan Purchase Agreement or the terms hereof; and
(xi) all other amounts required to be deposited in the Collection
Account pursuant to this Agreement.
In the event that the Servicer deposits in the Collection Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Collection Account, any provision herein to the contrary
notwithstanding.
Upon receipt of any of the foregoing amounts set forth in clauses
(i) through (iii), (vi) through (viii), (x) and (xi) above with respect to any
Specially Serviced Mortgage Loans other than REO Mortgage Loans, the Special
Servicer shall immediately (but in no event later than one Business Day
following receipt of any of the foregoing amounts) remit such amounts to the
Servicer for deposit in accordance with the second preceding paragraph. Such
amounts received with respect to any REO Mortgage Loans will be deposited by the
Special Servicer into the REO Account and remitted to the Servicer for deposit
into the Collection Account pursuant to Sections 3.17(f) and 3.18(e). With
respect to any such amounts required to be remitted to the Servicer that are
paid by check to the order of the Special Servicer, the Special Servicer shall
endorse such check to the order of the Servicer and shall promptly deliver any
such check to the Servicer by overnight courier or comply with other reasonable
instructions of the Servicer with respect thereto.
All funds deposited by the Servicer in the Collection Account
shall be held for the account of the Trustee in respect of the Lower-Tier
Regular Interests and for the benefit of Certificateholders until withdrawn in
accordance with Section 3.06.
(b) The Trustee, or the Paying Agent on behalf of the Trustee,
shall establish and maintain the Lower-Tier Distribution Account as a separate
account for the benefit of the Certificateholders in the name of "LaSalle
National Bank, as Trustee in trust for the Holders of the Structured Asset
Securities Corporation, Multiclass Pass-Through Certificates, Series 1996-CFL,
Lower-Tier Distribution Account." In addition, the Trustee, or the Paying Agent
on behalf of the Trustee, shall establish and maintain the Upper-Tier
Distribution Account as a separate account for the benefit of the
Certificateholders in the name of "LaSalle National Bank, as Trustee in trust
for the Holders of the Structured Asset Securities Corporation, Multiclass
Pass-Through Certificates, Series 1996-CFL, Upper-Tier Distribution Account."
Each of the Distribution Accounts shall be established and maintained as an
Eligible Account. With respect to each Distribution Date, (i) the Servicer shall
deliver to the Trustee, or the Paying Agent acting on the Trustee's behalf, for
deposit in the Lower-Tier Distribution Account from the Collection Account on or
before the related Servicer Remittance Date an aggregate amount of immediately
available funds equal to the Lower-Tier Available Transfer Amount for such
Distribution Date, (ii) the Servicer shall deliver to the Trustee, or the Paying
Agent acting on the Trustee's behalf, for deposit in the Lower-Tier Distribution
Account on or before the related Servicer Remittance Date an aggregate amount of
immediately available funds equal to the Class LR Distribution Amount, if any,
for such
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Distribution Date, and (iii) on such Distribution Date, the Trustee, or the
Paying Agent acting on the Trustee's behalf, shall withdraw from the Lower-Tier
Distribution Account the Lower-Tier Available Transfer Amount and shall deposit
in the Upper-Tier Distribution Account an aggregate amount of immediately
available funds equal to the Upper-Tier Available Transfer Amount for such
Distribution Date. In addition, on or prior to the related Servicer Remittance
Date, the Servicer shall deliver to the Trustee, or the Paying Agent acting on
the Trustee's behalf, for deposit in the Collection Account and the Distribution
Accounts any amounts required pursuant to Section 3.07 to be deposited on or
prior to the related Distribution Date in connection with losses realized on
Eligible Investments with respect to funds held in the Collection Account and
the Distribution Accounts.
(c) Funds in the Collection Account or Distribution Accounts
may be invested in Eligible Investments in accordance with the provisions of
Section 3.07. The Servicer shall give written notice to the Trustee (and any
Paying Agent) and the Special Servicer of the location and account number of the
Collection Account and shall notify the Trustee (and any Paying Agent) in
writing prior to any subsequent change thereof.
SECTION 3.06. Permitted Withdrawals from the Collection Account.
The Servicer may make withdrawals from the Collection Account
only as described below (the order set forth below not constituting an order of
priority for such withdrawals):
(i) to remit on or before each Servicer Remittance Date to the
Trustee, or the Paying Agent acting on the Trustee's behalf, for deposit in
the Lower-Tier Distribution Account, the Lower-Tier Available Transfer
Amount for the Distribution Date related to such Servicer Remittance Date
(the amount of which the Trustee will advise the Servicer not later than
the Servicer Remittance Date) and to remit on or before each Servicer
Remittance Date to the Trustee, or the Paying Agent acting on the Trustee's
behalf, for deposit in the Lower-Tier Distribution Account, the Class LR
Distribution Amount for the Distribution Date related to such Servicer
Remittance Date (the amount of which the Trustee will advise the Servicer
not later than the Servicer Remittance Date);
(ii) to reimburse the Servicer, the Trustee and the Fiscal Agent for
any unreimbursed Advances (including Advance Interest) to the extent
permitted under subparagraph (vi) of Section 3.03(c);
(iii) to pay on or before each Servicer Remittance Date to the
Servicer and the Special Servicer, as applicable, as servicing
compensation, the aggregate unpaid Servicing Fees in respect of the most
recently ended Due Period in the case of the Servicer and the aggregate
unpaid Special Servicing Fees and Workout Fees in respect of the related
Mortgage Loan Due Period (but only out of collections on and proceeds of
the related Mortgage Loans and REO Properties, in the case of each
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Workout Fee), to pay on or before each Servicer Remittance Date to the
Trustee, the aggregate unpaid Trustee Fee in respect of the related
Mortgage Loan Due Period, and to pay from time to time to the Servicer in
accordance with Section 3.07(b) any interest or investment income earned on
funds deposited in the Collection Account;
(iv) to the extent not reimbursed pursuant to any other clause of this
Section 3.06, to reimburse on or before each Determination Date, the
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
applicable, for unreimbursed expenses by such Person to the extent
expressly reimbursable under this Agreement from the Trust Fund, including
those incurred pursuant to Sections 2.03(b), 3.10(b), 3.10(h)(ii), 3.11(e),
3.17(a), 3.17(d), 3.18(b), 3.18(c), 3.20, 3.22(a), 4.08, 6.03, 7.03, 8.05,
8.07 or 10.07;
(v) to pay the expenses of the Trust Fund to the extent such expenses
are "unanticipated" within the meaning of Treasury Regulation Section
1.860G-1(b)(iii) herein and not otherwise provided for in this Section
3.06;
(vi) to withdraw any amount deposited into the Collection Account that
was not required to be deposited therein;
(vii) to clear and terminate the Collection Account pursuant to
Section 9.01;
(viii) to fund from payments received from Borrowers such Escrow
Accounts as may be required under the Mortgage Documents;
(ix) to remit any Retained Interest Payments to the Seller on each
Servicer Remittance Date; and
(x) to pay any federal, state or local income taxes imposed on the
Lower-Tier REMIC or Upper-Tier REMIC as provided in Section 4.06 and, in
the case of any such taxes imposed on "net income from foreclosure
property," to the extent any reserve for payment of such taxes is
insufficient therefor.
The Servicer shall keep and maintain separate accounting for each
Mortgage Loan, for the purpose of determining and supporting any withdrawals
from the Collection Account pursuant to subclauses (ii) through (x) above to the
extent allocable to particular Mortgage Loans.
The Servicer shall pay to the Special Servicer, the Trustee or
the Fiscal Agent from the Collection Account amounts permitted to be paid to the
Special Servicer, the Trustee or the Fiscal Agent therefrom promptly upon
receipt of a certificate of a Special Servicer Officer or a Responsible Officer
of the Trustee, as the case may be, describing the item and amount to which the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be, is
entitled. The Servicer may, in the absence of manifest error, rely conclusively
on any such certificate and shall have no duty to re-calculate the amounts
stated therein. The Special
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Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any request made by it for
any withdrawal from the Collection Account.
The Trustee, the Fiscal Agent, the Servicer and the Special
Servicer, as applicable, shall in all cases have a right prior to the
Certificateholders to any funds on deposit in the Collection Account from time
to time for the payment of, in the case of the Servicer, the Servicing Fee
payable hereunder (except as otherwise provided in Section 3.12(a), in the case
of the Servicer, the Trustee and the Fiscal Agent, to the extent expressly
permitted herein to be paid from funds on deposit in the Collection Account, any
Advances and Advance Interest, in the case of the Special Servicer, the
aggregate Special Servicing Fees and Workout Fees payable hereunder, in the case
of the Trustee, the aggregate Trustee Fee payable hereunder, and for the
reimbursement of their respective expenses hereunder to the extent such expenses
are expressly to be reimbursed from amounts on deposit in the Collection Account
pursuant to this Agreement.
SECTION 3.07. Investment of Funds in the Collection Account and
the Distribution Accounts.
(a) The Servicer may direct any depository institution
maintaining the Collection Account, or the Distribution Accounts or the Escrow
Accounts to the extent permitted under applicable law and the related Mortgage
Documents (each of the Collection Account, each Escrow Account and the
Distribution Accounts, for purposes of this Section 3.07, an "Investment
Account") to invest the funds in such Investment Account in one or more Eligible
Investments that bear interest or are sold at a discount, and that mature no
later than the Business Day immediately preceding the date on which such funds
are required to be withdrawn from such Investment Account pursuant to this
Agreement. Any request by the Servicer to invest funds on deposit in an
Investment Account shall be in writing and shall certify that the requested
investment is an Eligible Investment which matures at or prior to the time
required hereby. All such Eligible Investments shall be held to maturity. Any
investment of funds in an Investment Account shall be made in the name of the
Trustee (in its capacity as such) or in the name of a nominee of the Trustee.
The Trustee (or the Paying Agent acting on its behalf) shall have sole control
(except with respect to investment direction) over each such investment and,
subject to Section 3.07(b), the income thereon, and any certificate or other
instrument evidencing any such investment, if any, shall be delivered directly
to the Trustee, or to the Paying Agent acting on the Trustee's behalf, together
with any document of transfer, if any, necessary to transfer title to such
investment to the Trustee or its nominee. In the event amounts on deposit in an
Investment Account are, at any time, invested in an Eligible Investment that is
payable on demand, the Trustee (in the case of the Distribution Accounts) or the
Servicer (in the case of the Collection Account or the Escrow Accounts) shall,
or shall cause (in the case of the Trustee only) the Paying Agent acting on its
behalf to:
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(i) consistent with any notice required to be given
thereunder, demand that payment thereon be made on the last day such
Eligible Investment may otherwise mature hereunder in an amount equal to
the lesser of (1) all amounts then payable thereunder and (2) the amount
required to be withdrawn on such date; and
(ii) demand payment of all amounts due thereunder promptly
upon determination by the Trustee or the Paying Agent acting on the
Trustee's behalf (in the case of the Distribution Accounts), or the
Servicer (in the case of the Collection Account) that such Eligible
Investment would not constitute an Eligible Investment in respect of
funds thereafter on deposit in the related Investment Account.
(b) All interest and other income and gain realized from
Eligible Investments of funds deposited in an Investment Account shall be for
the benefit of the Servicer and, if held in the Collection Account, shall be
subject to its withdrawal in accordance with Section 3.06 and, if held in the
Distribution Accounts, shall be distributed by the Trustee (or the Paying Agent
acting on the Trustee's behalf) to the Servicer no later than the first day of
the month following the month in which such income or gain is received. The
Servicer shall, from its own funds, deposit in the Collection Account or the
Distribution Accounts, as the case may be, the amount of any loss incurred in
respect of any such Eligible Investment immediately upon realization of such
loss; provided however, that the Servicer may reduce the amount of such payment
to the extent it forgoes an equal amount of investment income in such Investment
Account otherwise payable to it. The Servicer shall also immediately deposit,
from its own funds, into each Escrow Account any amounts representing losses on
Eligible Investments in which amounts on deposit in such Escrow Accounts have
been invested, except to the extent that amounts are invested for the benefit of
the Borrower under applicable law or the terms of the related Mortgage Loan. The
income and gain realized from investment of funds deposited in any Escrow
Account shall be paid from time to time by the Servicer to the related Borrower
to the extent required under the Mortgage Loan or applicable law.
(c) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Eligible
Investment, or if a default occurs in any other performance required under any
Eligible Investment, the Trustee may (and, subject to Sections 8.01 and
8.02(a)(v), upon the request of Holders of Certificates entitled to more than
50% of the Voting Rights of all Classes, shall) take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings, at the expense of the party
directing such investment; provided, however, that if such default occurs in
respect of an Eligible Investment under which the Trustee, in its corporate
capacity, is the obligor, the Trustee shall take no such action and the Servicer
shall be entitled to take such action as the Trustee would otherwise be entitled
to take pursuant to this subsection (c) of Section 3.07.
The Trustee is hereby authorized to execute purchases and, to the
extent permitted herein, sales of Eligible Investments directed by the Servicer
through the facilities of its own trading or capital markets operations. The
Trustee shall send statements to the
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Servicer monthly reflecting activity for each account created hereunder for the
preceding month. Although the Servicer recognizes that it may obtain a broker
confirmation or written statements containing comparable information at no
additional cost, the Servicer hereby agrees that confirmations of investments
are not required to be issued by the Trustee for each month in which a monthly
statement is rendered. No statement need be rendered pursuant to the provisions
hereof with respect to any such account if no activity occurred in such account
for such month.
SECTION 3.08. Maintenance of Insurance Policies and Errors and
Omissions and Fidelity Coverage.
(a) (i) The Servicer, on behalf of the Trustee as mortgagee,
shall use its reasonable best efforts to cause the related Borrower (in
accordance with applicable law and the related Note or Mortgage) to
maintain, and if the related Borrower shall default in its obligation to
so maintain, shall itself maintain, for each Mortgage Loan (other than
REO Mortgage Loans) to the extent available at commercially reasonable
rates (as determined by the Servicer in accordance with Accepted
Servicing Practices), fire and hazard insurance with extended coverage
in an amount equal to the lesser of (i) the unpaid principal balance of
the related Mortgage Loan, and (ii) the full replacement cost of the
improvements on the related Mortgage Property; but, in any event, in an
amount sufficient to avoid the application of any co-insurance clause.
If the cost of any such insurance is not paid by the Borrower, the
Servicer shall obtain such insurance and shall promptly make a Servicing
Advance for such costs, subject to subparagraph (iv) of Section 3.03(c).
In addition, the Servicer, on behalf of the Trustee as mortgagee, shall
use its reasonable best efforts to cause the related Borrower (in
accordance with applicable law and the related Mortgage Documents) to
maintain, and if the related Borrower shall default in its obligation to
so maintain, shall itself maintain, to the extent available at
commercially reasonable rates (as determined by the Servicer in
accordance with Accepted Servicing Practices) and to the extent the
Trustee as mortgagee has an insurable interest, other forms of insurance
on behalf of the Trustee including but not limited to, loss of rents
endorsements, business interruption insurance, replacement costs and
comprehensive public liability insurance; provided, however, that the
Servicer shall not require any Borrower to maintain insurance not
specifically provided for under the related Mortgage. Any insurance
maintained by the Servicer with respect to fire, hazard, flood or public
liability shall be maintained with a Qualified Insurer. In each event
that the Servicer itself maintains any such required insurance, the
Special Servicer shall be so notified on a monthly basis. The Servicer
will notify the Borrower that it has obtained the insurance and will
request that the Borrower either provide proof of alternative insurance
or reimburse to the Servicer the cost of the insurance premiums. In the
case of any insurance otherwise required to be maintained pursuant to
this Section 3.08 that is not being so maintained because the Servicer
or the Special Servicer, as applicable, has determined that it is not
available at commercially reasonable rates, the Servicer or the Special
Servicer, as applicable, shall deliver an Officer's Certificate to the
Depositor, the Trustee, the Operating Adviser
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(with respect to the Special Servicer only) and each Rating Agency
detailing the steps that the Servicer or the Special Servicer, as
applicable, took in seeking such insurance and the factors which led to
its determination that such insurance is not so available.
(ii) The Special Servicer, on behalf of the Trustee, shall
maintain or cause to be maintained fire and hazard insurance with a
Qualified Insurer on each REO Property in an amount which is at least
equal to the lesser of (x) an amount not less than is necessary to avoid
the application of any "co-insurance" clause contained in the related
fire and hazard insurance policy and (y) the replacement cost of the
improvements which are a part of such REO Property. The Special
Servicer, on behalf of the Trustee, shall also maintain or cause to be
maintained with respect to each REO Property public liability insurance
with a Qualified Insurer providing such coverage against such risks as
the Special Servicer determines, consistent with the servicing standard
set forth in Section 3.01(a), to be in the best interests of the Trust
Fund. The cost of any such insurance with respect to an REO Property
shall be an expense of the Trust (as determined by the Special Servicer
in accordance with Accepted Servicing Practices) payable out of amounts
on deposit in the related REO Account pursuant to Section 3.17(c) or, if
the amount on deposit therein is insufficient therefor, paid by the
Servicer as a Servicing Advance.
(iii) Any Insurance Proceeds with respect to an REO
Property received by the Special Servicer shall be deposited into the
related REO Account, and any Insurance Proceeds received by the Servicer
shall be deposited in the Collection Account pursuant to Section 3.05.
Any cost incurred by the Servicer or the Special Servicer, as
applicable, in maintaining any insurance pursuant to this Section 3.08
will be added to the amount owing by the Borrower under the Mortgage
Loan where the terms of the Mortgage Loan so permit; however, the
addition of any such cost will not be taken into account for purposes of
calculating the distributions to be made to Certificateholders.
(iv) It is understood and agreed that no earthquake or
other additional insurance other than flood insurance (as required
below) is to be required of any Borrower or to be maintained on behalf
of the Trustee by the Servicer or the Special Servicer, as applicable,
pursuant to clauses (i) or (ii) above other than pursuant to the terms
of the related Mortgage Documents and pursuant to such applicable laws
and regulations as shall at any time be in force and as shall require
such additional insurance.
(v) During all such times as any Mortgaged Property shall
be in a federally designated special flood hazard area (and such flood
insurance has been made available), the Servicer will use its reasonable
best efforts to cause the related Borrower (in accordance with
applicable law and the Mortgage Documents) to maintain, and, if the
related Borrower shall default in its obligation to so maintain, shall
itself maintain to the extent available at commercially reasonable rates
(as determined by the Servicer in accordance with Accepted Servicing
Practices), flood insurance in respect thereof.
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Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid principal balance of the related Mortgage Loan, and (ii) the
maximum amount of insurance which is available under the Flood Disaster
Act of 1973, as amended, but only to the extent the related Mortgage
Loan permits the mortgagee to require such coverage and the maintenance
of such coverage is consistent with Accepted Servicing Practices. If the
cost of any insurance described above is not borne by the Borrower, the
Servicer, shall promptly make a Servicing Advance for such costs,
subject to subparagraph (iv) of Section 3.03(c).
(vi) During all such times as any REO Property shall be
located in a federally designated special flood hazard area, the Special
Servicer will cause to be maintained, to the extent available at
commercially reasonable rates (as determined by the Special Servicer in
accordance with Accepted Servicing Practices), 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 cost of any such flood
insurance with respect to an REO Property shall be an expense of the
Trust payable out of the related REO Account pursuant to Section 3.17(c)
or, if the amount on deposit therein is insufficient therefor, paid by
the Servicer as a Servicing Advance.
(vii) If any loss occurs which is of a type which is or
which would have been covered under any fire or hazard insurance
required to be maintained by the Servicer or the Special Servicer under
clause (i) or (ii) of Section 3.08(a), but was not covered because the
Servicer or the Special Servicer failed to maintain such insurance, the
Servicer or the Special Servicer, as the case may be, will be obligated
to fund such loss from its own funds, without right of reimbursement
therefor, by depositing in the Collection Account from its own funds an
amount equal to the lesser of: (1) such loss and (2) if any recovery has
been obtained under such insurance, the amount equal to any reduction in
recovery under such fire or hazard insurance policy (regardless of when
the reduction in recovery occurred); provided (x) such reduction in
recovery results from the application of a co-insurance clause in such
insurance policy, and (y) if the proceeds of such insurance policy were
applied to the restoration and repair of the related Mortgaged Property,
such property was not restored to its condition as of the Cut-Off Date,
reasonable wear and tear excepted, because of such reduction in
recovery. In addition, if a recovery under a flood insurance policy in
respect of a Mortgaged Property would have been available if such flood
insurance had been maintained thereon by the Servicer or the Special
Servicer as required by clauses (v) and (vi) of this Section 3.08(a),
the Servicer or Special Servicer, as the case may be, shall either (x)
immediately deposit into the Collection Account from its own funds the
amount that would have been recovered or (y) apply to the restoration
and repair of the property from its own funds the amount that would have
been recovered, if such application would be consistent with Accepted
Servicing Practices.
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(viii) The Special Servicer agrees, with respect to the
Specially Serviced Mortgage Loans, the REO Mortgage Loans and REO
Properties, and the Servicer agrees, with respect to all other Mortgage
Loans, to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims under each related insurance policy
maintained pursuant to this Section 3.08(a) in a timely fashion in
accordance with the terms of such policy and to take such steps as are
necessary to receive payment or to permit recovery thereunder.
(ix) All insurance policies required to be maintained
hereunder shall name the mortgagee as loss payee and, to the extent
applicable and available, shall contain negative amortization
endorsements.
(b) (i) If the Servicer or Special Servicer, as applicable,
causes the mortgagee's (or, in case of an REO Property, the Trustee's)
interest in any Mortgaged Property or REO Property to be covered by a
master single interest blanket insurance policy naming the Trustee as
loss payee or an additional insured, which policy is (x) issued by a
Qualified Insurer and provides no less coverage, in scope and amount,
for such Mortgaged Property or REO Property than the insurance coverage
required to be maintained with respect to such Mortgaged Property
pursuant to Section 3.08(a) and (y) provides for separate and distinct
premiums and deductibles with respect to each Mortgaged Property or REO
Property, it shall conclusively be deemed to have satisfied its
obligations to maintain insurance with respect to the related Mortgage
Loan pursuant to Section 3.08(a). In the event that the Servicer or the
Special Servicer, as applicable, shall cause any Mortgaged Property or
REO Property to be covered by such a master single interest blanket
insurance policy after receipt of notice that a Borrower has failed to
maintain a fire, hazard or other insurance policy complying with the
provisions of Section 3.08(a) when required to do so by the terms of any
Mortgage Loan, the incremental cost of such insurance allocable to such
Mortgage Loan (i.e., other than any minimum or standby premium payable
for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the Borrower, shall be an expense of the
Trust, with respect to an REO Property, payable out of the related REO
Account pursuant to Section 3.17(c), or if the amount therein is
insufficient, and with respect to any other Mortgaged Property, paid by
the Servicer as a Servicing Advance. In connection with their respective
activities as Servicer and Special Servicer hereunder, each of the
Servicer and the Special Servicer agrees to prepare and present, on
behalf of itself, the Trustee and Certificateholders, claims under any
such master single interest blanket insurance policy which it maintains
in a timely fashion in accordance with the terms of such policy and to
take such reasonable steps as are necessary to receive payment or permit
recovery thereunder.
(ii) If the Servicer or the Special Servicer obtains and
maintains a blanket policy (other than a policy described in clause (i)
above) with a Qualified Insurer insuring against fire and hazard losses
on all or a significant portion of the Mortgage Loans or REO Properties
which the Servicer or the Special Servicer, as applicable, services, the
cost of such blanket policy shall be paid by the Servicer as a
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Servicing Advance, and the Servicer or Special Servicer, as the case may
be, shall conclusively be deemed to have satisfied its obligations
concerning the maintenance of insurance coverage set forth in Section
3.08(a) with respect to the Mortgage Loans covered by such blanket
policy, it being understood and agreed that such policy may contain a
deductible clause, in which case the Servicer or the Special Servicer,
as applicable, shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy otherwise
complying with the provisions of Section 3.08(a), and there shall have
been one or more losses which would have been covered by such a policy
had it been maintained, immediately deposit into the Collection Account
(or, with respect to any REO Property, the related REO Account) from its
own funds the amount not otherwise payable under the blanket policy to
the extent that any such deductible exceeds the deductible limitation
that pertained to the related Mortgage Loan, or, in the absence of any
such deductible limitation, the deductible limitation which is otherwise
consistent with Accepted Servicing Practices. In connection with their
respective activities as Servicer and Special Servicer hereunder, each
of the Servicer and the Special Servicer agrees to prepare and present,
on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket policy which it maintains in a timely fashion in
accordance with the terms of such policy and to take such reasonable
steps as are necessary to receive payment or permit recovery thereunder.
(c) (i) The Servicer and the Special Servicer, at their
respective expense, shall maintain in effect with a Qualified Insurer a
Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance
Policy or a Special Servicer Fidelity Bond and a Special Servicer Errors
and Omissions Insurance Policy, as the case may be, affording coverage
for all directors, officers, employees and [contract employees] acting
on the Servicer's or Special Servicer's behalf. The Servicer Errors and
Omissions Insurance Policy, the Servicer Fidelity Bond, the Special
Servicer Errors and Omissions Insurance Policy and the Special Servicer
Fidelity Bond shall be in such form and amount that would meet the
requirements of FNMA or FHLMC if FNMA or FHLMC were the purchaser of the
Mortgage Loans that are multifamily Mortgage Loans and in such form as
is customary for servicers of commercial loans in the case of the
Mortgage Loans that are commercial Mortgage Loans. Any such Fidelity
Bond shall not be canceled by the Servicer or the Special Servicer
without ten days' prior written notice to the Trustee.
(ii) In the event that there shall not have been
maintained an errors and omissions policy and there shall have been a
loss which would have been covered by such policy, the Servicer or the
Special Servicer, as applicable, shall deposit in the Collection Account
(or, with respect to an REO Property, the related REO Account) the
amount that otherwise would have been payable under the policy.
(iii) The Special Servicer and the Servicer, as the case
may be, will promptly report in writing to the Trustee any material
changes that may occur in the Servicer Fidelity Bonds and/or the
Servicer Errors and Omissions Insurance Policies or
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the Special Servicer Fidelity Bond or the Special Servicer Errors and
Omissions Insurance Policies, as the case may be, and will furnish to
the Trustee copies of all binders and policies or certificates
evidencing that such bonds and insurance policies are in full force and
effect. The Special Servicer and the Servicer shall each, as to itself,
promptly report in writing to the Trustee all cases of embezzlement or
fraud relating to the servicing of the Mortgage Loans by the Servicer or
the Specially Serviced Mortgage Loans by the Special Servicer or
management of any REO Properties by the Special Servicer, or their
respective employees, officers, directors, agents and representatives if
such events involve funds relating to the Mortgage Loans or REO
Properties. The Special Servicer and the Servicer shall each also
promptly report in writing to the Trustee all other cases of
embezzlement or fraud involving the Special Servicer or the Servicer, as
applicable, or their respective executive officers or directors that the
Special Servicer or the Servicer, as applicable, has reason to believe
might exceed $100,000. The total of such losses, regardless of whether
claims are filed with the Servicer's or Special Servicer's insurer or
surety, will be disclosed in such report together with the amount of
such losses covered by insurance. If a bond or insurance claim report is
filed with any of the Special Servicer's or Servicer's bonding companies
or insurers relating to the Mortgage Loans or the servicing thereof, or
management of any REO Properties, a copy of such report will be promptly
furnished to the Trustee. Notwithstanding the foregoing, any such
notices or reports may omit any specific reference (by name) to
individuals suspected of such embezzlement or fraud. Copies of any
notices or reports furnished to the Trustee pursuant to this Section
3.08(c)(iii) shall be furnished to the Rating Agencies by the Servicer
and Special Servicer.
(iv) Each sub-servicing agreement entered into by the
Servicer will require that the subservicer engaged pursuant to such
sub-servicing agreement maintain at all times a policy of insurance
covering errors and omissions and a fidelity bond which would meet the
requirements set forth in paragraph (i) of this Section 3.08(c), and the
Servicer will not agree or consent to any modification or waiver of any
such sub-servicing agreement which is inconsistent with the terms of
this paragraph (iv).
SECTION 3.09. Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements; Rate Resets and
Call Options67.
(a) The following provisions of this Section 3.09(a) shall
apply with respect to all Mortgage Loans except Specially Serviced Mortgage
Loans:
If any Mortgage Loan contains a provision in the nature of a
"due-on-sale" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale or other
transfer of an interest in the related Mortgaged Property, or
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(ii) provides that such Mortgage Loan may not be assumed
without the consent of the related mortgagee in connection with any such
sale or other transfer,
then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer, on behalf of the Trust Fund, shall either (x) withhold its consent to
such assumption and enforce any due-on-sale clause contained in the related Note
or Mortgage, or (y) if it believes such action would be in the best economic
interest of the Trust Fund and consistent with Accepted Servicing Practices,
waive such provision, but only if it has obtained the consent of the Special
Servicer to such waiver. The Servicer shall promptly seek such consent from the
Special Servicer. The Special Servicer shall use its best efforts to provide or
withhold such consent within ten Business Days after the Special Servicer is
notified of such request for waiver. The Special Servicer shall be entitled to
rely, absent manifest error, on the information provided by the Servicer,
without any independent investigation.
If a Mortgage Loan permits the Borrower to transfer the Mortgaged
Property without the consent of the lender or if the Servicer waives compliance
with the due on sale clause as provided above, the Servicer is also authorized
to take or enter into an assumption agreement in connection with the sale of the
Mortgaged Property whereby the Person to whom such Mortgaged Property has been
or is about to be conveyed either acquires such Mortgaged Property subject to
the Mortgage Documents without assuming any personal liability therefor, becomes
personally liable for the Mortgage Loan and related Note in addition to the
original Borrower, or replaces the original Borrower as obligor thereon;
provided, however, that except as otherwise permitted by Section 3.20, any such
assumption or substitution agreement shall contain no terms that are materially
different from those in the original Note or the related Mortgage. To the extent
permitted by applicable law and the preceding sentence, the Servicer shall enter
into an assumption or substitution agreement with respect to any Mortgage Loan
only if the credit status of the prospective new borrower is in compliance with
the Servicer's regular commercial mortgage servicing standards and criteria
consistent with Accepted Servicing Practices. The Servicer shall notify the
Trustee that any such assumption or substitution agreement has been completed by
forwarding to the Trustee, the original of such agreement, which original shall
be added by the Trustee to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. Unless otherwise
provided herein, any fee collected by the Servicer for entering into an
assumption or substitution agreement may be retained by the Servicer.
If any Mortgage Loan contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the creation of any lien
or other encumbrance on the related Mortgaged Property, or
(ii) requires the consent of the related mortgagee to the
creation of any such lien or other encumbrance on the related Mortgaged
Property,
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then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer, on behalf of the Trust Fund, shall with respect to such Mortgage Loan
either (x) withhold its consent to the creation of any such lien or other
encumbrance and enforce any due-on-encumbrance clause contained in the related
Note or Mortgage, or (y) if the Servicer believes it to be in the best economic
interest of the Trust Fund, and consistent with Accepted Servicing Practices,
waive such right or consent to the creation of such lien, but only if it has
obtained the consent of the Special Servicer. The Servicer shall promptly seek
the consent of the Special Servicer. The Special Servicer shall use its best
efforts to provide or withhold such consent within ten Business Days after the
Special Servicer is notified of such request for waiver. The Special Servicer
shall be entitled to rely, absent manifest error, on the information provided by
the Servicer, without any independent investigation.
(b) If any Specially Serviced Mortgage Loan contains a provision
in the nature of a "due-on-sale" clause, which by its terms:
(i) provides that such Specially Serviced Mortgage Loan
shall (or may at the mortgagee's option) become due and payable upon the
sale or other transfer of an interest in the related Mortgaged Property,
or
(ii) provides that such Specially Serviced Mortgage Loan
may not be assumed without the consent of the related mortgagee in
connection with any such sale or other transfer,
then, for so long as such Specially Serviced Mortgage Loan is included in the
Trust Fund, the Special Servicer, on behalf of the Trust Fund, shall take such
actions as it deems to be in the best economic interest of the Trust Fund in
accordance with Accepted Servicing Practices, and may waive or enforce any
due-on-sale clause contained in the related Note or Mortgage.
The Special Servicer is also authorized to take or enter into an
assumption agreement in connection with the sale of the Mortgaged Property
whereby the Person to whom such Mortgaged Property has been or is about to be
conveyed either acquires such Mortgaged Property subject to the Mortgage and
related Note without assuming any personal liability therefor, becomes
personally liable for the Mortgage Loan and related Note in addition to the
original Borrower, or replaces the original Borrower as obligor thereon;
provided, however, that except as otherwise permitted by Section 3.20, any such
assumption or substitution agreement shall contain no terms that are materially
different from those in the original Note or the related Mortgage. To the extent
permitted by applicable law and the preceding sentence, the Special Servicer
shall enter into an assumption or substitution agreement with respect to any
Mortgage Loan only if the credit status of the prospective new borrower is in
compliance with the Special Servicer's regular asset management standards and
criteria and consistent with Accepted Servicing Practices. The Special Servicer
shall notify the Trustee and the Servicer that any such assumption or
substitution agreement has been completed by forwarding to the Trustee, the
original of such agreement, which original shall, be added by the Trustee to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a
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part thereof. Any fee collected by the Special Servicer from the related
Borrower for entering into an assumption or substitution agreement shall be
remitted by the Special Servicer to the Servicer.
If any Specially Serviced Mortgage Loan contains a provision in
the nature of a "due-on-encumbrance" clause, which by its terms:
(i) provides that such Specially Serviced Mortgage Loan shall
(or may at the mortgagee's option) become due and payable upon the
creation of any lien or other encumbrance on the related Mortgaged
Property, or
(ii) requires the consent of the related mortgagee to the
creation of any such lien or other encumbrance on the related Mortgaged
Property,
then, for so long as such Specially Serviced Mortgage Loan is included in the
Trust Fund, the Special Servicer, on behalf of the Trust Fund, shall with
respect to such Specially Serviced Mortgage Loan (x) accelerate the payments
thereon, or (y) withhold its consent to the creation of any such lien or other
encumbrance, in a manner consistent with Accepted Servicing Practices. In no
event, however, shall the Special Servicer consent to the creation of any lien
on a Mortgaged Property that is senior to, or on a parity with, the lien of the
related Mortgage.
(c) Nothing in this Section 3.09 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any lien or other encumbrance with respect to such Mortgaged
Property.
(d) If any Mortgage Loan contains any provision in the nature
of an interest rate reset option, maturity extension option, a call option or
similar option exercisable by the Trust Fund, none of the Trustee, the Servicer
or the Special Servicer, on behalf of the Trust Fund, shall exercise or take any
action with respect to any such option relating to such Mortgage Loan. Without
limiting the generality of the foregoing, none of the Trustee, the Servicer or
the Special Servicer, on behalf of the Trust Fund, may exercise or take any
action with respect to the Seller's option to extend the maturity date of the
Mortgage Loan relating to Loan Number 941414.
SECTION 3.10. Realization Upon Specially Serviced Mortgage
Loans.
(a) Subject to the requirements of this Section 3.10 and
Sections 3.17(a) and 3.22, the Special Servicer, in accordance with Accepted
Servicing Practices, shall use its best efforts to foreclose upon, repossess or
otherwise comparably convert the ownership of Mortgaged Properties securing such
Specially Serviced Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments of such Mortgage Loan. In connection with such foreclosure or other
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conversion of ownership, the Special Servicer shall follow Accepted Servicing
Practices. The Special Servicer shall not expend funds for Liquidation Expenses
with respect to a Specially Serviced Mortgage Loan unless it shall, in its sole
discretion, determine (i) that such foreclosure or restoration will increase on
a net present value basis the Net Liquidation Proceeds of such Specially
Serviced Mortgage Loan to the Trust and (ii) that such Liquidation Expenses will
be recoverable from Liquidation Proceeds. The Special Servicer shall advise the
Servicer, by delivery of a certificate of any Special Servicer Officer, of the
reimbursable costs and expenses incurred or (against presentation of a specific
invoice) to be incurred by the Special Servicer in any such foreclosure or other
proceedings or action, and the Servicer shall promptly make a Servicing Advance
with respect thereto, subject to subparagraph (iv) of Section 3.03(c).
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the Special Servicer, as agent of
the Trust, shall direct the appropriate party to deliver title to the REO
Property to the Trustee, not personally but solely as Trustee of the Trust Fund
created hereunder, or to the Trustee's nominee on behalf of Certificateholders.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgage Loan shall (except for purposes of Section 9.01) be
considered to be a Mortgage Loan held in the Trust Fund until such time as the
related REO Property shall be sold by the Trust Fund and shall be reduced only
by collections net of expenses; provided, however, that for all purposes
hereunder, the Scheduled Principal Balance and the unpaid principal balance of
any Mortgage Loan and interest due thereon shall be zero after a Final Recovery
Determination has been made with respect to such Mortgage Loan. Consistent with
the foregoing, for purposes of all calculations hereunder, so long as such
Mortgage Loan shall be considered to be an outstanding Mortgage Loan:
(i) it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Note shall have been discharged in
whole or in part, for purposes of determining the Scheduled Principal
Balance and the unpaid principal balance thereof, the unpaid principal
balance of such Note immediately after any such discharge is equal to
the unpaid principal balance of such Note immediately prior to such
discharge; and
(ii) Net REO Proceeds received in any month shall be
applied to principal and interest on the related Mortgage Loan as
specified in Section 1.02(ii). If the principal portion of such Net REO
Proceeds exceeds the principal portion of the Scheduled Payment or
Assumed Scheduled Payment then payable, the excess shall be treated as a
Principal Prepayment received in respect of such Mortgage Loan.
(b) Notwithstanding any provision to the contrary in this
Agreement, the Special Servicer shall not cause the Trust Fund to obtain title
to any direct or indirect partnership, stock or other ownership interest in any
Borrower pledged pursuant to any pledge agreement unless the Special Servicer
shall have requested and received an Opinion of Counsel (which opinion shall be
an expense of the Trust) to the effect that the holding of such ownership
interest by the Trust Fund will not cause the imposition of a tax on the
Lower-Tier
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REMIC or Upper-Tier REMIC under the REMIC Provisions or cause the Lower-Tier
REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(c) Notwithstanding anything to the contrary contained in this
Agreement, neither the Special Servicer nor the Trustee shall, on behalf of the
Trust, obtain title to a Mortgaged Property as a result of or in lieu of
foreclosure or otherwise, and shall not otherwise acquire possession of, or take
any other action with respect to, any Mortgaged Property if, as a result of any
such action, the Trust or the Trustee would be considered to hold title to, to
be a "mortgagee-in-possession" of or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any applicable comparable
federal, state or local law, or a "discharger" or "responsible party"
thereunder, unless the Special Servicer has also previously determined in
accordance with Accepted Servicing Practices, based on a report prepared within
the 120 days preceding the first of such actions by a Person (who may be an
employee or Affiliate of the Servicer or the Special Servicer) who regularly
conducts Environmental Assessments, that:
(i) such Mortgaged Property is in compliance with
applicable Environmental Laws or, if not, that taking such actions as
are necessary to bring the Mortgaged Property in compliance therewith is
reasonably likely to produce a greater recovery of Net Collections on a
present value basis (the relevant discounting to be performed at the
related Mortgage Interest Rate) than not taking such actions; and
(ii) there are no circumstances or conditions, present or
threatened, with respect to such Mortgaged Property relating to the use,
management, disposal or release of any hazardous substances, hazardous
materials, hazardous wastes or petroleum-based materials for which
investigation, testing, monitoring, removal, clean-up or remediation
could be required under any federal, state or local law or regulation,
or that, if any such circumstances or conditions are present for which
such actions could be required, taking such actions with respect to the
affected Mortgaged Property is reasonably likely to produce a greater
recovery of Net Collections on a present value basis (the relevant
discounting to be performed at the related Mortgage Interest Rate) than
not taking such actions;
provided, however, that such compliance pursuant to clause (i) above, or the
taking of such action pursuant to clause (ii) above, shall only be required to
the extent that the cost thereof is a Servicing Advance pursuant to Section
3.03(c) and is not determined to be a Nonrecoverable Advance.
(d) If the environmental audit report contemplated by Section
3.10(c) is prepared by a Person other than an employee of the Special Servicer,
the cost thereof shall be paid by the Servicer, as a Servicing Advance and shall
be treated as a Liquidation Expense; provided that, in the latter event, the
Special Servicer shall use its reasonable efforts to recover such cost from the
Borrower in connection with the curing of the default under the Specially
Serviced Mortgage Loan.
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(e) If the Special Servicer determines, pursuant to Section
3.10(c), that taking such actions as are necessary to bring any Mortgaged
Property into compliance with applicable Environmental Laws, or taking such
actions with respect to the containment, removal, clean-up or remediation of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting such Mortgaged Property, is not reasonably likely to produce
a greater recovery of Net Collections on a present value basis than not taking
such actions, then the Special Servicer shall take such action as it deems to be
in the best economic interest of the Trust, including, without limitation,
releasing the lien of the related Mortgage. If the Special Servicer determines
that a material possibility exists that Liquidation Expenses with respect to a
Mortgaged Property (taking into account the cost of bringing it into compliance
with applicable Environmental Laws) would exceed the unpaid principal balance of
the related Mortgage Loan, the Special Servicer shall not attempt to bring such
Mortgaged Property into compliance and shall not acquire title to such Mortgaged
Property unless it has received the written consent of the Trustee to take such
action.
(f) Subject to any required approval or deemed approval of the
Operating Adviser pursuant to Section 3.22(a), the Special Servicer may maintain
any action with respect to any Specially Serviced Mortgage Loan, including,
without limitation, any action to obtain a deficiency judgment with respect to
any Specially Serviced Mortgage Loan, if it determines that such action is
likely to produce a greater recovery of Net Collections on a present value basis
(the relevant discounting to be performed at the related Mortgage Interest Rate)
than not taking such action.
(g) The Servicer shall report to the Internal Revenue Service
and to the related Borrower, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property which is
abandoned or foreclosed. The Servicer shall concurrently deliver a copy of any
such report to the Trustee. The Special Servicer shall, on a timely basis,
provide the Servicer with such information as to any Specially Serviced Mortgage
Loan as is necessary to enable the Servicer to comply with this Section 3.10(g).
(h) The Special Servicer shall not acquire any personal
property relating to any Specially Serviced Mortgage Loan pursuant to this
Section 3.10 unless either:
(i) such personal property is incidental to real property
(within the meaning of Section 856(e)(1) of the Code) so acquired by the
Special Servicer; or
(ii) the Special Servicer shall have received an Opinion
of Counsel (the cost of which shall be a reimbursable expense of the
Trust) to the effect that the holding of such personal property by the
REMIC Pool will not cause the imposition of a tax on either the
Lower-Tier REMIC or the Upper-Tier REMIC under the Code or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a
REMIC.
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SECTION 3.11. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage
Loan, or the receipt by the Servicer or Special Servicer (with respect to
Specially Serviced Mortgage Loans) of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Servicer or Special
Servicer shall immediately notify the Trustee or the Custodian, as applicable,
by a certification of a Servicing Officer or Special Servicing Officer, as
applicable, substantially in the form attached hereto as Exhibit M (which
certification shall include a statement to the effect that all amounts received
in connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.05 have been or will be so deposited)
and shall request delivery of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release or cause to be
released the related Mortgage File to the Servicer or Special Servicer and the
Trustee shall have no further responsibility with regard to such Mortgage File.
Upon receipt of such payment in full, the Servicer or Special Servicer is
authorized to give, as agent for the Trust, as the mortgagee under the Mortgage
which secured the Mortgage Loan, an instrument of satisfaction (or assignment of
mortgage without recourse) regarding the Mortgaged Property, which instrument of
satisfaction or assignment, as the case may be, shall be delivered to the Person
or Persons entitled thereto against receipt therefor of such payment, it being
understood and agreed that no expenses incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Collection Account. If the Mortgage Loan with respect to which
an instrument of satisfaction is to be given is a Specially Serviced Mortgage
Loan, the Servicer shall not deliver such instrument of satisfaction unless and
until the Servicer has obtained the written approval of the Special Servicer.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan or the management of any REO Property, the
Trustee shall execute or cause to be executed such documents as shall be
prepared and furnished to the Trustee by a Servicing Officer or Special
Servicing Officer, as applicable, (in form reasonably acceptable to the Trustee)
as are necessary for such purposes and are in accordance with Accepted Servicing
Practices. The Trustee shall, upon request of the Servicer or the Special
Servicer and the delivery to the Trustee or the Custodian of a certification of
a Servicing Officer or Special Servicing Officer, as applicable, substantially
in the form of Exhibit M, release the related Mortgage File to the Servicer or
the Special Servicer, as applicable; provided, that at no time may the Servicer
or Special Servicer have in its possession, pursuant to this Section 3.11(b),
more than 5% of the total number of Mortgage Files, unless a Servicing Officer
or Special Servicing Officer, as applicable, certifies that a larger number is
necessary to properly service the Mortgage Loans. Such certification and receipt
shall obligate the Servicer or Special Servicer, as applicable, to return the
Mortgage File to the Trustee or the Custodian, as applicable, when the need
therefor by the Servicer or the Special Servicer, as applicable, no longer
exists unless the Mortgage Loan shall be liquidated, in which case, the
certification and receipt shall be released, or cause to be released, by the
Trustee to the Servicer or Special Servicer, as applicable.
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(c) The Special Servicer shall, with respect to any
Rehabilitated Mortgage Loan, release to the Servicer all documents and
instruments in the possession of the Special Servicer related to such
Rehabilitated Mortgage Loan. Prior to the transfer of servicing with respect to
any Rehabilitated Mortgage Loan to the Servicer in accordance with Accepted
Servicing Practices, the Special Servicer shall notify, in writing (the form and
substance which shall be reasonably satisfactory to the Servicer) the Borrower
under such Rehabilitated Mortgage Loan of such transfer.
(d) Upon written request of either the Servicer or the Special
Servicer, the Trustee shall cause to be furnished to the requesting Person
(within ten Business Days after receipt of such written request) copies of any
documents in any Mortgage File in the Trustee's or Custodian's possession, at
the expense of the Trustee.
(e) Upon written certification of a Special Servicing Officer,
the Trustee shall, at the expense of the Trust, execute and deliver to the
Special Servicer, or the Special Servicer may, pursuant to its powers and
obligations hereunder, execute and file, any court pleadings, requests for
trustee's sale or other documents prepared by the Special Servicer, its agents
or attorneys, necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Borrower on the Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Note or Mortgage or
otherwise available at law or in equity. Each such certification shall include a
request that such pleadings or documents be executed by the Trustee and a
statement as to the reason such documents or pleadings are required, and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
SECTION 3.12. Servicing Compensation.
(a) As compensation for its activities hereunder, the Servicer
shall be entitled with respect to each Mortgage Loan to the Servicing Fee, which
shall be payable from amounts on deposit in the Collection Account as set forth
in Section 3.06(iii); provided, however, that as of any Distribution Date, the
amount of the Servicing Fee shall be reduced by the amount of all Net Prepayment
Interest Shortfalls for such Distribution Date. As of any Distribution Date, the
Servicer shall also be entitled to receive, as additional servicing
compensation, any Net Excess Prepayment Interest with respect to the Mortgage
Loans for such Distribution Date. The Servicer's rights to the Servicing Fees
may not be transferred in whole or in part except in connection with the
permitted transfer of all of the Servicer's responsibilities and obligations
under this Agreement. In addition, the Servicer shall be entitled to receive, as
additional compensation: (i) any Advance Interest, (ii) late fees (other than
any Default Interest) received from Borrowers to the extent collected by the
Servicer with respect to Mortgage Loans serviced by the Servicer, less any
Advance Interest with respect to the Mortgage Loans then due and payable to the
Servicer, Trustee or Fiscal Agent, (iii) any Assumption Fees, (iv) any Servicer
Modification Fees, (v) any interest or investment income
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on funds on deposit in Escrow Accounts relating to the Mortgage Loans and not
otherwise payable to the related Borrower pursuant to Section 3.04(a), provided
that the Servicer shall reimburse the Trust pursuant to Section 3.07(b), out of
its own funds without any right to reimbursement thereof, for any losses in any
Escrow Account; and (vi) any interest or other income earned on any investment
of the funds in the Collection Account or the Distribution Accounts pursuant to
Sections 3.06(iii) and 3.07(b). Reimbursement of all expenses permitted by the
terms of this Agreement to be reimbursed with respect to the related Mortgage
Loan (including the reimbursement of Advances and Advance Interest) shall be
governed by Section 3.06. The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and shall
not be entitled to reimbursement therefor except as expressly permitted by this
Agreement.
(b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to the following fees:
(i) a monthly administrative fee (the "Special Servicing
Fee"), payable out of collections and advances of interest on or in
respect of the Specially Serviced Mortgage Loans and the REO Mortgage
Loans, equal to one month's interest (calculated on the basis of a
360-day year consisting of twelve 30-day months) at the Special
Servicing Fee Rate on the aggregate Scheduled Principal Balance of such
Mortgage Loans as of the first day of each Mortgage Loan Due Period,
such Special Servicing Fee for any Due Period to be allocated among all
the Specially Serviced Mortgage Loans and the REO Mortgage Loans, pro
rata in accordance with their respective Scheduled Principal Balances
outstanding as of the commencement of such Mortgage Loan Due Period;
(ii) the Workout Fee; and
(iii) a Special Servicer Extension Fee.
(c) The Special Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and shall
not be entitled to reimbursement therefor except as expressly provided in this
Agreement.
(d) The Special Servicer shall not be entitled to receive any
penalty interest, late payment charges, substitution or modification fees
(except as provided in subparagraph (b) above), or similar items with respect to
any Mortgage Loans, and such amounts, if any, collected by the Special Servicer
shall be transferred by the Special Servicer to the Servicer within one Business
Day of receipt thereof, and allocated by the Servicer.
(e) The Servicer and the Special Servicer shall each be
entitled to be reimbursed from the Collection Account for certain fees and
expenses of third parties incurred by it in connection with performance of its
obligations hereunder as Liquidation Expenses from Liquidation Proceeds, as
Servicing Advances pursuant to Section 3.03(c)(iii), and from the Collection
Account pursuant to Section 3.06(iii) and (iv), subject to Section 6.03 and not
otherwise prohibited herein.
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SECTION 3.13. Reports to the Trustee; Collection Account
Statements.
(a) No later than ten Business Days after each Distribution
Date, the Servicer shall forward to the Trustee, each Rating Agency and to the
Special Servicer a statement prepared by the Servicer setting forth the status
of the Collection Account as of the close of business on the Determination Date
immediately preceding such Distribution Date and showing, for the Related
Prepayment Period, the aggregate amount of deposits into and withdrawals from
the Collection Account of each category of deposit specified in Section 3.05,
and each category of withdrawal specified in Section 3.06. The Servicer shall
also deliver to the Trustee, upon reasonable request of the Trustee, any and all
additional information relating to the Mortgage Loans (which information shall
be based upon reports delivered to the Servicer by the Special Servicer with
respect to Specially Serviced Mortgage Loans). The Trustee and its agents and
attorneys may at any time during normal business hours, upon reasonable notice,
inspect and copy the books, records and accounts of the Servicer with respect to
the Mortgage Loans and the performance of its duties hereunder; provided,
however, that the Servicer may deny the Trustee and its agents and attorneys
access to confidential information of the Servicer and any intellectual property
or information which the Servicer is restricted by license or contract from
disclosing to the Trustee (other than any such information relating to the
Mortgage Loans). Notwithstanding the foregoing, the Servicer shall maintain
non-confidential and non-proprietary books, records, and accounts with respect
to the Mortgage Loans and the performance of the Servicer's duties under this
Agreement which are adequate to permit the Trustee and its agents and attorneys
to evaluate the performance and condition of the Mortgage Loans and any REO
Properties and the compliance of the Servicer with the terms of this Agreement.
Information provided by the Servicer to the Trustee respecting operations of any
Mortgaged Property, including information provided under this Section 3.13,
shall be provided in electronic form reasonably acceptable to the Trustee.
(b) On or prior to the third Business Day after each
Determination Date, but in no event later than three Business Days prior to the
succeeding Distribution Date, the Servicer shall deliver or cause to be
delivered to the Trustee the following reports with respect to the Mortgage
Loans (and, if applicable, the related REO Properties), providing the required
information as of the Determination Date: (i) a Comparative Financial Status
Report, (ii) a Top 100 Comparative Financial Status Report; (iii) a Delinquent
Loan Status Report; (iv) an Historical Loss Estimate Report; (v) an Historical
Loan Modification Report; and (vi) an REO Status Report. Such reports shall be
presented in writing and on a computer readable medium reasonably acceptable to
the Trustee. The information that pertains to Specially Serviced Mortgage Loans
and REO Properties reflected in such reports shall be based solely upon the
reports delivered by the Special Servicer to the Servicer on or prior to the
related Determination Date in the form required by Section 3.13(f) or shall be
provided by means of
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such reports so delivered by the Special Servicer to the Servicer in the form so
required. In the absence of manifest error, the Servicer shall be entitled to
conclusively rely upon, without investigation or inquiry, the information and
reports delivered to it by the Special Servicer, and the Trustee shall be
entitled to conclusively rely upon the Servicer's reports and the Special
Servicer's reports without any duty or obligation to recompute, verify or
recalculate any of the amounts and other information stated therein.
(c) The Servicer shall deliver or cause to be delivered to the
Trustee the following materials, in each case to the extent that such materials
or the information on which they are based have been received by the Servicer:
(i) At least annually, with respect to each Mortgage Loan
and REO Mortgage Loan (to the extent prepared by and received from the
Special Servicer in the case of any Specially Serviced Mortgage Loan or
REO Mortgage Loan), an Operating Statement Analysis for the related
Mortgaged Property or REO Property as of the end of the preceding fiscal
year, together with copies of the operating statements and rent rolls
(but only to the extent the related Borrower is required by the Mortgage
to deliver, or otherwise agrees to provide such information and, with
respect to operating statements and rent rolls, only to the extent
requested by the Trustee) for the related Mortgaged Property or REO
Property as of the end of the preceding fiscal year. The Servicer shall
use its best reasonable efforts to obtain said annual operating
statements and rent rolls with respect to each of the Mortgage Loans
other than Specially Serviced Mortgage Loans or REO Mortgage Loans,
which efforts shall include a letter sent to the related Borrower each
quarter (followed up with telephone calls) requesting such annual
operating statements and rent rolls until they are received to the
extent such action is consistent with applicable law. Without limiting
the generality of the foregoing, with respect to each of the Mortgage
Loans other than Specially Serviced Mortgage Loans or REO Mortgage
Loans, within 60 days after the Closing Date, the Servicer shall send a
letter to each Borrower requesting that such Borrower deliver annual
operating statements and rent rolls for the related Mortgaged Property
for the fiscal year 1995.
(ii) Within thirty days after receipt by the Servicer (or
the Special Servicer in the case of a Specially Serviced Mortgage Loan
or REO Property) of any annual operating statements with respect to any
Mortgaged Property or REO Property (to the extent prepared by and
received from the Special Servicer in the case of any Specially Serviced
Mortgage Loan or REO Property), an NOI Adjustment Worksheet for such
Mortgaged Property (with the annual operating statements attached
thereto as an exhibit).
The Servicer shall maintain one Operating Statement Analysis report for each
Mortgaged Property and REO Property (to the extent prepared by and received from
the Special Servicer in the case of any REO Property or any Mortgaged Property
constituting security for a Specially Serviced Mortgage Loan). The Operating
Statement Analysis report for each Mortgaged Property (other than any such
Mortgaged Property which is REO Property or
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constitutes security for a Specially Serviced Mortgage Loan) is to be updated by
the Servicer and such updated report delivered to the Trustee within thirty days
after receipt by the Servicer of updated operating statements for such Mortgaged
Property. The Servicer will use the "Normalized" column from the NOI Adjustment
Worksheet to update the Operating Statement Analysis report and will use any
operating statements received with respect to any Mortgaged Property (other than
any such Mortgaged Property which is REO Property or constitutes security for a
Specially Serviced Mortgage Loan) to update the Operating Statement Analysis
report for such Mortgaged Property, such updates to be completed and copies
thereof sent to the Trustee within thirty days after receipt of the necessary
information.
The Special Servicer will be required pursuant to Section 3.13(g)
to deliver to the Servicer the information required pursuant to this Section
3.13(c) with respect to Specially Serviced Mortgage Loans and REO Mortgage Loans
on or before June 20 of each year, commencing on June 20, 1996, and within ten
days after its receipt of any operating statement for any related Mortgaged
Property or REO Property.
(d) No later than the third Business Day after each
Determination Date, but in no event later than three Business Days prior to the
succeeding Distribution Date, beginning in April 1996, the Servicer shall
prepare and deliver to the Trustee, the Special Servicer and the Operating
Adviser, a Watch List of all Mortgage Loans that the Servicer has determined are
in jeopardy of becoming Specially Serviced Mortgage Loans. For this purpose,
Mortgage Loans that are in jeopardy of becoming Specially Serviced Mortgage
Loans shall include, without limitation: (i) Mortgage Loans having a current
Debt Service Coverage Ratio that is 80% or less of the Debt Service Coverage
Ratio as of the Cut-Off Date or having a Debt Service Coverage Ratio that is
less than 1.00x, (ii) Mortgage Loans as to which any required inspection of the
related Mortgaged Property conducted by the Servicer indicates a problem that
the Servicer determines can reasonably be expected to materially adversely
affect the cash flow generated by such Mortgaged Property, (iii) Mortgage Loans
which have come to the Servicer's attention in the performance of its duties
under this Agreement (without any expansion of such duties by reason hereof)
that (A) any tenant occupying 25% or more of the space in the related Mortgaged
Property has vacated (without being replaced by a comparable tenant and lease)
or (B) has declared bankruptcy, (iv) Mortgage Loans that are at least 30 days
delinquent in payment, and (v) Mortgage Loans that are within 60 days of
maturity.
(e) The Servicer or the Special Servicer, as the case may be,
may in its reasonable discretion provide copies of the reports and information
which the Servicer is to deliver to the Trustee hereunder to any of the
Depositor, the Special Servicer, the Operating Adviser or either Rating Agency
upon any such party's request. In addition, the Servicer will make available to
the Trustee, the Depositor, the Operating Adviser, the Special Servicer or the
Servicer, as the case may be, and either Rating Agency upon reasonable request
therefor, any additional information regarding the Mortgage Loans, including,
without limitation, any financial or occupancy information (including rent rolls
or lease summaries) provided to the Servicer or the Special Servicer by the
Borrowers and shall provide to the Trustee, the Depositor, the Operating
Adviser, the Special Servicer, the Servicer and each Rating Agency viewing
access, to the extent available and subject to such reasonable operating rules
and
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procedures as such parties may adopt from time to time, to its electronic
records relating to the Mortgage Loans. Upon the request of any of the Operating
Adviser, the Depositor, the Special Servicer, the Servicer, the Trustee or
either Rating Agency, the Servicer or the Special Servicer, as the case may be,
shall conduct a meeting at its respective office or a telephone conference call
with such Persons for the purpose of discussing any issues relating to the
Mortgage Loans.
(f) On or prior to each Determination Date, the Special
Servicer will deliver, or cause to be delivered, to the Servicer and, upon the
request of any of the Trustee, the Depositor, the Operating Adviser or either
Rating Agency, to such requesting party, the following reports with respect to
the Specially Serviced Mortgage Loans (and, if applicable, the related REO
Properties), providing the required information as of the Special Servicer
Determination Date: (i) a Delinquent Loan Status Report; (ii) an Historical Loss
Estimate Report; (iii) an Historical Loan Modification Report; and (iv) an REO
Status Report. Such reports shall be presented in writing and on a computer
readable magnetic medium.
(g) The Special Servicer shall deliver or cause to be
delivered to the Servicer and, upon the request of any of the Trustee, the
Depositor, the Operating Adviser or either Rating Agency, to such requesting
party, the following materials, in each case to the extent that such materials
or the information on which they are based have been received by the Special
Servicer:
(i) Annually, on or before June 20 of each year,
commencing with June 20, 1996, with respect to each Specially Serviced
Mortgage Loan and REO Mortgage Loan, an Operating Statement Analysis for
the related Mortgaged Property or REO Property as of the end of the
preceding calendar year, together with copies of the operating
statements and rent rolls for the related Mortgaged Property or REO
Property as of the end of the preceding calendar year. The Special
Servicer shall use its best reasonable efforts to obtain said annual
operating statements and rent rolls with respect to each Mortgaged
Property constituting security for a Specially Serviced Mortgage Loan
and each REO Property, which efforts shall include a letter sent to the
related Borrower or other appropriate party each quarter (followed up
with telephone calls) requesting such annual operating statements and
rent rolls until they are received. Without limiting the generality of
the foregoing, with respect to each of the Specially Serviced Mortgage
Loans, if any, within 60 days after the Closing Date, the Special
Servicer shall send a letter to each Borrower requesting that such
Borrower deliver annual operating statements and rent rolls for the
related Mortgaged Property for the calendar year 1995.
(ii) Within 10 days of receipt by the Special Servicer of
any annual operating statements with respect to any Mortgaged Property
relating to a Specially Serviced Mortgage Loan, or at least six months
of operating information with respect to any REO Property, an NOI
Adjustment Worksheet for such Mortgaged Property or REO Property (with
the annual operating statements attached thereto as an exhibit).
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The Special Servicer shall maintain one Operating Statement Analysis report for
each Mortgaged Property and REO Property securing a Specially Serviced Mortgage
Loan or an REO Mortgage Loan. The Operating Statement Analysis report for each
Mortgaged Property which is an REO Property or constitutes security for a
Specially Serviced Mortgage Loan is to be updated by the Special Servicer and
such updated report delivered to the Servicer within ten days after receipt by
the Special Servicer of updated operating statements for each such Mortgaged
Property. The Special Servicer will use the "Normalized" column from the NOI
Adjustment Worksheet to update the Operating Statement Analysis report and will
use any operating statements received with respect to any Mortgaged Property
which is REO Property or constitutes security for a Specially Serviced Mortgage
Loan to update the Operating Statement Analysis report for such Mortgaged
Property, such updates to be completed and copies thereof sent to the Servicer
within ten days after receipt of the necessary information.
(h) The reporting requirements set forth in this Section 3.13
and in Section 4.03 may be changed, but not lessened, at any future time upon
the reasonable request of the Depositor and the Trustee and the reasonable
agreement by the Servicer or Special Servicer, as applicable, to such change.
SECTION 3.14. Annual Statement as to Compliance.
Each of the Servicer and the Special Servicer shall deliver to
the Trustee, the Depositor, the Operating Adviser, the Rating Agencies and each
other on or before March 31 of each year, beginning with March 31, 1997, an
Officers' Certificate stating, as to each signatory thereof, (i) that a review
of the activities of the Servicer or the Special Servicer, as the case may be,
during the preceding calendar year (or such shorter period from the Closing Date
to the end of the related calendar year) and of its performance under this
Agreement has been made under such officer's supervision, (ii) that, to the best
of such officer's knowledge, based on such review, it has fulfilled all of its
obligations under this Agreement in all material respects throughout such year
(or such shorter period), or, if there has been a default in the fulfillment of
any such obligation, specifying each such default known to such officer, the
nature and status thereof and what action it proposes to take with respect
thereto, (iii) in the case of the Servicer only, that, to the best of such
officer's knowledge, each sub-servicer has fulfilled its obligations under its
sub-servicing agreement, or, if there has been a default in the fulfillment of
such obligations, specifying each such default known to such officer and the
nature and status thereof, and (iv) whether it has received any notice regarding
qualification, or challenging the status, of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC from the Internal Revenue Service or any other
governmental agency or body.
SECTION 3.15. Annual Independent Public Accountants' Servicing
Report; Financial Statements.
On or before March 31 of each year, beginning with March 31,
1997, each of the Servicer and the Special Servicer, at its own expense, shall
cause a firm of Independent public accountants (who may also render other
services to the Servicer or the Special Servicer,
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as the case may be) which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Trustee, the Depositor, the
Operating Adviser, the Rating Agencies and to each other, to the effect that
such firm has examined certain documents and records relating to the servicing
of the Mortgage Loans under this Agreement for the prior year and that, on the
basis of such examination conducted substantially in compliance with generally
accepted auditing standards and the Uniform Single Attestation Program for
Mortgage Bankers or the Audit Program for Mortgages Serviced for FHLMC, such
servicing has been conducted in compliance with this Agreement in all material
respects, except for such significant exceptions or errors in records that, in
the opinion of such firm, generally accepted auditing standards, the Uniform
Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC does not require it to report, in which case such
exceptions and errors shall be so reported. The Trustee shall furnish a copy of
any such statement upon request to any Certificateholder.
The Servicer and the Special Servicer shall, at their own
expense, each deliver to the Trustee, the Depositor, the Operating Adviser (only
with respect to the Special Servicer), and each Rating Agency within 90 days (or
150 days with respect to the Special Servicer) after the end of their respective
fiscal years, a copy of their respective annual financial statements or the
combined group of affiliated companies' annual financial statements, including
the related notes and schedules thereto, such financial statements to be
prepared and audited in accordance with GAAP. These statements shall be
certified by the Servicer's or Special Servicer's, as the case may be, chief
financial officer and should present fairly the financial condition of the
Servicer or Special Servicer at the end of such fiscal year. The Servicer and
the Special Servicer shall notify the Trustee, as of the Closing Date, of the
Servicer's or the Special Servicer's, as applicable, fiscal year and shall
notify the Trustee promptly after any change thereof.
SECTION 3.16. Access to Certain Documentation.
Each of the Servicer and the Special Servicer shall provide to
any Certificateholders or Beneficial Owners that are federally insured financial
institutions, the Federal Reserve Board, the FDIC and the OTS and the
supervisory agents and examiners of such boards and such corporations, and any
governmental or regulatory body to the jurisdiction of which any
Certificateholder or Beneficial Owner is subject, access to the records, files
and documentation regarding the Mortgage Loans that are maintained by the
Servicer or the Special Servicer, as the case may be, required by applicable
regulations of the Federal Reserve Board, FDIC, OTS or any such governmental or
regulatory body. Such access shall be afforded without charge upon reasonable
request and during normal business hours at the offices of the Servicer or the
Special Servicer, as the case may be. Nothing in this Section 3.16 shall detract
from the obligation of the Servicer and the Special Servicer to observe any
applicable law prohibiting disclosure of information with respect to the
Borrowers, and the failure of the Servicer or the Special Servicer to provide
access as provided in this Section 3.16 as a result of such obligation shall not
constitute a breach of this Section 3.16. Notwithstanding the foregoing, the
Special Servicer shall be entitled to be
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reimbursed for its actual costs incurred in copying any records, files or
documentation by the Person requesting such copies in connection with this
Section 3.16. The Servicer and the Special Servicer may each deny any of the
foregoing persons access to confidential information of the Servicer or the
Special Servicer, as the case may be, and any intellectual property or
information which the Servicer or the Special Servicer is restricted by license
or contract from disclosing. Notwithstanding the foregoing, the Servicer and the
Special Servicer shall maintain separate from such confidential information and
intellectual property or information, all documentation regarding the Mortgage
Loans that is not confidential.
SECTION 3.17. Title and Management of REO Properties.
(a) In the event that title to any Mortgaged Property is
acquired by the Special Servicer or its nominee pursuant to Section 3.10, the
deed or certificate of sale shall be taken in the name of the Trustee, or its
nominee, on behalf of the Trust Fund. The Special Servicer on behalf of the
Trustee, shall administer such Mortgaged Property so that it qualifies at all
times as "foreclosure property" within the meaning of Code Section 860G(a)(8).
The Special Servicer, after consultation with the Operating Adviser as provided
in Section 3.22(a), on behalf of the Trust Fund, shall dispose of any REO
Property as expeditiously as possible but in all events prior to the last day
taking into account extensions (the "Purchase Date") by which such REO Property
is required to be disposed of pursuant to the provisions of Section 3.18 in the
manner provided therein. The Special Servicer shall manage, conserve, protect
and operate each REO Property for the Certificateholders solely for the purpose
of its prompt disposition and sale in a manner which does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of Code
Section 860G(a)(8) (determined without regard to the exception applicable for
purposes of Code Section 860D(a)).
(b) The Special Servicer shall segregate and hold all funds
collected and received in connection with the operation of each REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to each REO Property an account held in trust for the
benefit of the Certificateholders in the name of "LaSalle National Bank, as
Trustee in trust for the Holders of the Structured Asset Securities Corporation,
Multiclass Pass-Through Certificates, Series 1996-CFL" (each, an "REO Account"),
which shall be an Eligible Account, and will account separately for funds
received or expended with respect to each REO Property. All funds in each REO
Account may only be invested in Eligible Investments that mature, unless payable
on demand, no later than the Business Day before the date on which such funds
are required to be withdrawn from such REO Account pursuant to Section 3.17(f).
Any such investment shall be made in the name of the Trustee and otherwise in
the manner provided in Section 3.07(a), to the extent applicable. The Special
Servicer shall notify the Trustee and the Servicer in writing of the location
and account number of each REO Account and shall notify the Trustee and the
Servicer prior to any subsequent change thereof.
(c) The Special Servicer shall have full power and authority,
in consultation with the Operating Adviser (to the extent provided in Section
3.22) and subject only to the
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specific requirements and prohibitions of this Agreement, to do any and all
things in connection with any REO Property on such terms and for such period as
are consistent with the servicing standards set forth in Section 3.01(a)
subject to REMIC provisions. Except as otherwise provided in Section 3.18, in
connection therewith, the Special Servicer shall deposit or cause to be
deposited on a daily basis in the applicable REO Account all funds received by
it with respect to each REO Property and the related REO Mortgage Loan, and
shall withdraw therefrom funds necessary for the proper operation, management
and maintenance of such REO Property and for other Property Protection
Expenses, including:
(i) all insurance premiums due and payable in respect of such
REO Property;
(ii) all real estate taxes and assessments in respect of such
REO Property that could or have resulted in the imposition of a lien
thereon; and
(iii) all costs and expenses necessary to maintain, manage,
operate, lease and sell such REO Property (other than expenditures
relating to Capital Improvements).
To the extent that amounts on deposit in the applicable REO Account are
insufficient for the purposes set forth in clauses (i) through (iii) above, the
Special Servicer shall advise the Servicer, the Trustee or the Fiscal Agent, as
the case may be, by delivery of a certificate of any Special Servicer Officer,
of the amount of funds required to cover the shortfall, and the Servicer,
Trustee or Fiscal Agent, as the case may be, shall promptly make a Servicing
Advance with respect thereto, subject to subparagraph (iv) of Section 3.03(c).
(d) Notwithstanding any other provision of this Agreement to
the contrary, except as permitted in this Section 3.17(d), the Special Servicer
shall not rent, lease or otherwise earn income on behalf of the Trust or the
beneficial owners thereof with respect to any REO Property which might cause the
REO Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by the applicable REMIC
Pool of any "income from nonpermitted assets" within the meaning of Section
860F(a)(2) of the Code or, except as provided in the last sentence of this
Section 3.17(d), any "net income from foreclosure property" which is subject to
tax under the REMIC Provisions, in any case unless the Trustee and the Special
Servicer have received an Opinion of Counsel (at the sole expense of the Trust)
to the effect that, under the REMIC Provisions, any income generated for the
REMIC Pool by the REO Property would not result in the imposition of a tax upon
the REMIC Pool. Subject to, and without limiting the generality of the
foregoing, the Special Servicer shall not:
(i) permit the Trust to enter into, renew or extend any
New Lease with respect to an REO Property, if the New Lease by its terms
will give rise to any income that does not constitute Rents from Real
Property;
(ii) permit any amount to be received or accrued under any
New Lease other than amounts that will constitute Rents from Real
Property;
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(iii) authorize or permit any Capital Improvements to any
REO Property, other than the repair or maintenance thereof or the
completion of a building or other improvement thereon, and then only if
more than ten percent of the construction of such building or other
improvement was completed before default on the related Mortgage Loan
became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or
(iv) Directly Operate or perform any construction work on,
or allow any other Person to Directly Operate or perform any
construction work on any REO Property on any date more than 90 days
after its date of acquisition by the Trust, unless such Person is an
Independent Contractor;
unless, in any such case, the Special Servicer has requested and received an
Opinion of Counsel (at the expense of the Trust) to the effect that such action
will not cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Code Section 860G(a)(8) (determined without regard to the
exception applicable for purposes of Code Section 860D(a)) at any time that it
is held by the REMIC Pool or result in the imposition of tax upon any REMIC
Pool, in which case the Special Servicer may take such actions as are specified
in such Opinion of Counsel. Notwithstanding the foregoing, if the Special
Servicer determines that to Directly Operate a Mortgaged Property as REO
Property could result in the REO Property failing to qualify as "foreclosure
property" or could result in the imposition of a 100 percent "prohibited
transaction" tax, then, if the Special Servicer determines in its good faith and
reasonable judgment that it is commercially feasible to acquire such Mortgaged
Property as REO Property and lease or operate such REO Property, the Special
Servicer shall so acquire such Mortgaged Property as REO Property and either:
(i) lease such REO Property to another party to operate such property, or (ii)
if a lease of such REO Property is not commercially feasible or if the after-tax
recovery to the Trust from so operating such property would be greater than
leasing such REO Property to another party pursuant to the preceding clause (i),
operate such REO Property through an Independent Contractor, or another method
of operating such property which would not result in income subject to such 100
percent "prohibited transaction" tax, but which may instead be subject to a tax
on "net income from foreclosure property."
(e) The Special Servicer may, and to the extent necessary to
(i) preserve the status of REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
non-permitted assets" within the meaning of the REMIC Provisions, in the name of
and on behalf of the Trustee for the benefit of the Certificateholders, contract
with an Independent Contractor for the operation and management of each REO
Property, provided that:
(A) the terms and conditions of any such contract shall be
reasonable and customary for the area and type of property and shall not
be inconsistent herewith;
(B) any such contract shall require, or shall be
administered to require, that the Independent Contractor pay in a timely
manner all costs and expenses
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incurred in connection with the operation and management of such REO
Property, including those listed clauses (i) through (iii) above, and
remit all related revenues (net of such reasonably anticipated costs and
expenses) to the Special Servicer for deposit in the applicable REO
Account on the next Business Day following the receipt thereof by such
Independent Contractor;
(C) none of the provisions of this Section 3.17(e)
relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the Special Servicer
of any of its duties and obligations hereunder with respect to the
operation and management of such REO Property;
(D) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such REO
Property. The agreement with the Independent Contractor may also provide
for the indemnification of the Independent Contractor by the Trust for
any losses, claims or expenses incurred by the Independent Contractor
other than such losses, claims or expenses incurred as a result of the
willful misfeasance, bad faith or negligence of the Independent
Contractor. None of the Special Servicer, Servicer, Fiscal Agent, or
Trustee shall be liable for the acts or omissions of the Independent
Contractor, provided, in the case of the Special Servicer, such
Independent Contractor is selected with reasonable care;
(E) the terms of such contract shall be consistent with
the provisions of Section 856 of the Code and Treasury Regulations
Section 1.856-4(b)(5); and
(F) if the Independent Contractor is an Affiliate of the
Special Servicer, the consent of the Operating Adviser shall have been
obtained prior to contracting with such Independent Contractor.
The Special Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for it related to
its duties and obligations hereunder for indemnification of the Special Servicer
by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification. The Special Servicer shall be solely
liable for all fees owed by it to any such Independent Contractor, irrespective
of whether the Special Servicer's compensation is sufficient to pay such fees,
provided that reasonable and customary fees of a property manager engaged to
manage any REO Property which are not paid from Operating Income generated by
such REO Property shall be paid as a Servicing Advance recoverable by the
Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to
Section 3.06(ii).
(f) On or before each Special Servicer Remittance Date, the
Special Servicer shall withdraw the full balance from each REO Account and remit
such funds to the Servicer, including the proceeds and collections received or
collected during the period since the day immediately succeeding the second
preceding Special Servicer Determination Date to the Special Servicer
Determination Date immediately preceding such Special Servicer Remittance Date
on or with respect to the related REO Mortgage Loans together with any
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reinvestment income thereon, net of expenses; provided, however, that (1) the
Special Servicer may retain in such REO Account such portion of such balance as
may be necessary to (i) maintain in the REO Account sufficient funds for the
proper operation, management and maintenance of the related REO Property,
including, without limitation, the creation of reasonable reserves for repairs,
replacements and necessary Capital Improvements and other related expenses and
(ii) maintain a reserve or otherwise provide for payment of federal, state or
local taxes on any net income from such foreclosure property as provided in
Section 4.06 and (2) the Special Servicer will remit amounts representing
insurance proceeds, repayments of the related Mortgage Loan in full, and
proceeds from the sale of any related REO Property not later than one Business
Day following receipt (in each case net of amounts retained as described in (1)
above). The Servicer shall immediately deposit such funds into the Collection
Account. The Special Servicer shall notify the Servicer by telephone or telecopy
on each Business Day of all amounts to be remitted by the Special Servicer for
deposit into the Collection Account on such Business Day (and the REO Mortgage
Loans to which such deposits relate).
(g) With respect to any REO Property for which EMG has
provided recommendations for the remediation of an Environmental Condition in
the Environmental Report, the Special Servicer shall implement such
recommendations and monitor the progress thereof, provided, however, that if the
Special Servicer determines that implementing such recommendations is not
reasonably likely to produce a greater recovery of Net Collections on a present
value basis than not implementing such recommendations, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust. To the extent that amounts on deposit in the applicable REO
Account are insufficient to pay for the remediation recommended by EMG, the
Special Servicer shall inform the Servicer and the Servicer shall make a
Servicing Advance with respect thereto, provided that the Servicer has made a
determination that such Servicing Advance would not be a Nonrecoverable Advance.
SECTION 3.18. Sale of Defaulted Mortgage Loans and REO
Properties.
(a) In the event that title to any REO Property is acquired by
the Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trustee, as trustee of the Trust, or
to its nominee. Subject to Section 3.17(a), the Special Servicer may, with the
approval or deemed approval of the Operating Adviser, and shall at the direction
of the Operating Adviser (pursuant to and subject to the limitations set forth
in Section 3.22(a)), sell any defaulted Mortgage Loan without recourse, or any
REO Property as expeditiously as possible, but in all events shall offer to sell
any REO Property within two years of its acquisition by the Trust for federal
income tax purposes (within the meaning of Treasury Regulations Section
1.856-6(b)(1). The Special Servicer shall give the Operating Adviser and the
Trustee not less than ten days' prior written notice of its intention to sell
any defaulted Mortgage Loan or any REO Property, and, unless the Operating
Adviser shall object in writing to such sale within said ten-day period, the
Special Servicer shall offer such defaulted Mortgage Loan or REO Property for
sale in a fair auction or other manner
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consistent with Accepted Servicing Practices and shall (subject to Section
3.18(b)) accept the highest cash bid received from any Person for such defaulted
Mortgage Loan or REO Property in an amount at least equal to the Repurchase
Price therefor; provided, that in the absence of any such bid, the Special
Servicer shall (subject to Section 3.18(b) and the approval or deemed approval
of the Operating Adviser) accept the highest cash bid received from any Person
that is determined by the Special Servicer to be a fair price for such defaulted
Mortgage Loan or REO Property. Notwithstanding anything to the contrary
contained herein: (i) neither the Trustee, in its individual capacity, nor any
of its Affiliates may bid for or purchase any REO Property pursuant hereto, (ii)
in connection with the sale of any defaulted Mortgage Loan, unless such bid is a
price equal to or greater than the Repurchase Price, neither the Servicer, the
Special Servicer, the Holder of more than 50% (by Certificate Principal Amount)
of the Controlling Class, any holder of any subordinate debt secured by the
related Mortgage Property, nor any Affiliate of any thereof or any other
Interested Person may purchase such defaulted Mortgage Loan pursuant hereto,
(iii) in connection with the sale of any REO Property (A) unless such bid is a
price equal to or greater than the Repurchase Price, neither the Servicer, the
Special Servicer, any holder of any subordinate debt secured by such REO
Property nor any Affiliate of any thereof or any other Interested Person may
purchase any REO Property pursuant hereto, and (B) unless such bid is a price
equal to or greater than the Minimum Bid Price, neither the Holder of more than
50% (by Certificate Principal Amount) of the Controlling Class nor any Affiliate
thereof may purchase any REO Property pursuant hereto. Any sale of a defaulted
Mortgage Loan or REO Property for a price less than the Repurchase Price must be
approved by the Operating Adviser to the extent provided in Section 3.22(a).
(b) Unless otherwise directed by the Operating Adviser
pursuant to Sections 3.18(a) and 3.22(a), the Special Servicer shall not be
obligated by the foregoing or otherwise to accept the highest bid if the Special
Servicer determines, in accordance with Accepted Servicing Practices, that
rejection of such bid would be in the best interests of the Certificateholders.
In addition, the Special Servicer may, unless the Operating Adviser directs
otherwise pursuant to Section 3.22(a) within ten days after the Operating
Adviser's receipt of written notice from the Special Servicer of its intention
to do so, accept a lower cash bid of a Person (other than the Holder of more
than 50% (by Certificate Principal Amount) of the Controlling Class or any
Affiliate thereof or any Interested Person) if it determines, in accordance with
Accepted Servicing Practices, that acceptance of such bid would be in the best
interests of the Certificateholders (for example, if the prospective buyer
making the lower bid is more likely to perform its obligations or the terms
offered by the prospective buyer making the lower bid are more favorable). The
Special Servicer, after consultation with the Operating Adviser, shall determine
no later than six months prior to the end of the two-year period referred to
above in Section 3.18(a) with respect to any REO Property whether a sale of such
REO Property pursuant to any bids being made with respect thereto is in the best
interests of the Certificateholders. Subject to the approval or deemed approval
of the Operating Adviser (to the extent provided for in Section 3.22(a)), if the
Special Servicer determines that such a sale would not be in the best interests
of the Certificateholders, the Special Servicer shall seek either, (i) an
extension of such two-year period (an "Extension") by the Internal Revenue
Service to sell such REO property pursuant to Code Sections 856(e)(3) and
860G(a)(8)(A), in
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which case the Special Servicer shall continue to attempt to sell the REO
Property for the Repurchase Price for such period longer than two years as such
Extension permits, or (ii) an Opinion of Counsel (at the expense of the Trust),
addressed to the Trustee and the Special Servicer, to the effect that the
holding by the Trust of such REO Property subsequent to two years after its
acquisition will not result in the imposition of taxes on "prohibited
transactions" of any REMIC Pool, as defined in Section 860F of the Code, will
not cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code) or cause
either the Upper-Tier or the Lower-Tier REMIC to fail to qualify as a REMIC at
any time that any Certificates are outstanding. If the Special Servicer has not
received an Extension or such Opinion of Counsel and the Special Servicer is not
able to sell such REO Property within such two-year period, or if an Extension
has been granted and the Special Servicer is unable to sell such REO Property
within the extended time period, the Special Servicer shall, before the end of
such two-year period or extended period, as the case may be, auction the REO
Property to the highest cash bidder (which may be any Interested Person) in
accordance with Accepted Servicing Practices; provided, however, that no
Interested Person shall be permitted to purchase the REO Property at a price
less than the Repurchase Price and neither the Holder of more than 50% (by
Certificate Principal Amount) of the Controlling Class nor any Affiliate thereof
shall be permitted to purchase the REO Property at a price less than the Minimum
Bid Price. The Special Servicer shall either itself or through an agent selected
by the Special Servicer protect and conserve such REO Property in accordance
with Accepted Servicing Practices and rent the same, or any part thereof, as the
Special Servicer deems to be in the best interests of the Certificateholders for
the period prior to the sale of such REO Property.
(c) In determining whether any bid received represents a fair
price for any defaulted Mortgage Loan or any REO Property, the Special Servicer
or the Trustee, as applicable, may conclusively rely on the opinion of an
Independent appraiser or other expert in real estate matters retained by the
Special Servicer or the Trustee, respectively, at the expense of the Trust. In
determining whether any bid constitutes a fair price for any defaulted Mortgage
Loan or any REO Property, the Special Servicer or the Trustee (or, in either
case, if applicable, such appraiser) shall take into account, and any appraiser
or other expert in real estate matters shall be instructed to take into account,
as applicable, among other factors, the possibility of a Deficient Valuation or
other adverse modification of the Mortgage Loan, the relationship between
then-current interest rates and the Mortgage Interest Rate, the period and
amount of the delinquency on the affected defaulted Mortgage Loan, the physical
condition of the related Mortgaged Property or such REO Property, the state of
the local economy and the Trust Fund's obligation to dispose of any REO Property
within the two-year period specified in Section 3.18(a).
(d) Subject to the provisions of Sections 3.17 and 3.22, the
Special Servicer shall act on behalf of the Trust in negotiating and taking any
other action necessary or appropriate in connection with the sale of any
defaulted Mortgage Loan or REO Property, including the collection of all amounts
payable in connection therewith. Any sale of a defaulted Mortgage Loan or any
REO Property shall be without recourse to, or representation
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or warranty by, the Trustee, the Depositor, the Servicer, the Special Servicer
or the Trust Fund (except that any contract of sale and assignment and
conveyance documents may contain customary warranties of title and a warranty as
to the authority of the Trustee to sell the defaulted Mortgage Loan or REO
Property, so long as the only recourse for breach thereof is to the Trust Fund),
and, if consummated in accordance with the terms of this Agreement, none of the
Servicer, the Special Servicer, the Depositor or the Trustee shall have any
liability to the Trust Fund or any Certificateholder with respect to the
purchase price therefor accepted by the Special Servicer or the Trustee, it
being understood and agreed that any such Person shall only have such liability
in the event that it fails to fulfill its obligations under this Agreement in
connection with such consummation.
(e) The proceeds of any sale after deduction of the expenses
of such sale incurred in connection therewith shall be promptly deposited in the
Collection Account in accordance with Section 3.05(a)(iii).
(f) Within 30 days of the sale of any REO Property, the
Special Servicer shall provide to the Trust a statement of accounting for such
REO Property, including without limitation, (i) the date of acquisition of the
REO Property by the Trust, (ii) the date of disposition of the REO Property,
(iii) the gross sale price and related selling and other expenses, (iv) accrued
interest (including interest deemed to have accrued) on the related REO Mortgage
Loan, calculated from the date of acquisition of the REO Property by the Trust
to the disposition date of such REO Property, and (v) such other information as
the Trustee may reasonably request.
(g) The Special Servicer shall provide the necessary
information to the Servicer to allow the Servicer to prepare, deliver and file
reports of foreclosure and abandonment in accordance with Section 6050J of the
Code with respect to such REO Property and shall deliver such information with
respect thereto as the Servicer or Trustee may request.
SECTION 3.19. Inspections and Property Valuations.
(a) The Servicer shall, at its own expense, inspect or cause
to be inspected each Mortgaged Property other than those related to Specially
Serviced Mortgage Loans, and the Special Servicer shall inspect or cause to be
inspected each Mortgaged Property related to a Specially Serviced Mortgage Loan
and each REO Mortgaged Property, at such times and in such manner as are
consistent with Accepted Servicing Practices, provided that, in each case, all
of the Mortgaged Properties securing Mortgage Loans having outstanding principal
balances of $10,000,000 or higher shall be inspected no less frequently than
each year. The cost of such inspections incurred by the Special Servicer shall
be paid by the Servicer as a Servicing Advance. Upon request, the Servicer shall
provide the Trustee and the Rating Agencies copies of written reports relating
to such inspection. In addition, the Servicer shall also inspect any Mortgaged
Property other than those related to Specially Serviced Mortgage Loans upon
receiving notice that such Mortgaged Property has been materially damaged, left
vacant, subject to waste, or abandoned.
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(b) With respect to each Mortgage Loan having an outstanding
principal balance of $5,000,000 or more which becomes a Specially Serviced
Mortgage Loan, the Special Servicer shall as soon as reasonably practicable, but
within two months of the transfer of servicing to the Special Servicer, (i)
inspect or cause to be inspected the Mortgaged Property related to such
Specially Serviced Mortgaged Loan, and (ii) prepare and deliver to the Trustee,
a Property Valuation (as defined below) of the Mortgaged Property related to
such Specially Serviced Mortgage Loan. The reasonable costs incurred by the
Special Servicer in obtaining such inspections and Property Valuation shall be
paid by the Servicer as a Servicing Advance.
A "Property Valuation" shall mean a valuation of any Mortgaged
Property, conducted by a qualified real estate professional, which is based upon
the discounted value of the projected net operating income stream from the
Mortgaged Property. The net operating income stream should be based upon
stabilized income and expense estimates. The stabilized operating income stream
amount should be discounted by a rate typical for the specific property type and
location and which properly reflects current mortgage rates and investor
expectations relative to a return on equity; provided, that such discount rate
should be adjusted for significant deferred maintenance items as well as for
excessive actual vacancy. In calculating expense estimates in connection with
any Property Valuation, the Special Servicer will include reasonable costs of
tenant improvements, brokerage commissions or other expenses determined to be
necessary in order to bring the vacancy rate of the related Mortgaged Property
down to the related market vacancy rate.
SECTION 3.20. Modifications, Waivers, Amendments and Consents.
(a) Except as set forth in this Section 3.20, the Servicer
shall not agree to any modification, waiver or amendment of a Mortgage Loan,
provided that, the Servicer may agree to extend the maturity date of a Mortgage
Loan that is a Balloon Mortgage Loan for twelve months or less from or after the
original maturity date of such Balloon Mortgage Loan, if: (i) the Servicer
determines that such extension is in the best interests of the Trust; (ii) a
payment default has occurred at maturity of such Balloon Mortgage Loan or, in
the judgment of the Servicer, as evidenced by an Officers' Certificate, is
imminent at maturity of the Mortgage Loan and will not be cured within 60 days
from the maturity date; (iii) the Servicer has received from the related
Borrower, operating statements for the related Mortgaged Property for the most
recent full calendar year for which operating statements are available and for
the current year to date and, based on such operating statements, the Debt
Service Coverage Ratio of such Mortgage Loan has been and, in the reasonable
judgment of the Servicer, will continue to be during the ensuing twelve months
greater than or equal to 1.25x; (iv) except as contemplated in clause (ii)
above, no payment (including Escrow Payments) due from the Borrower on such
Mortgage Loan has been 30 or more days delinquent within the past twelve months;
(v) the Servicer has performed an inspection of the related Mortgaged Property
within the last three months or performs a new inspection of the related
Mortgaged Property prior to the contemplated extension; (vi) the Servicer has
received from the related
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Borrower, the last annual rent roll for the related Mortgaged Property and a
current rent roll for the related Mortgaged Property, both certified by the
related Borrower as being true and correct; (vii) the Servicer expressly
notifies the related Borrower in writing that such extension is a one time
option and diligently discusses exit strategies with the related Borrower; and
(viii) the Special Servicer consents to such extension. The Special Servicer
shall determine whether or not to direct the Servicer to agree to such extension
and shall use its best reasonable efforts to provide or withhold its consent
within ten days after the Special Servicer is notified in writing by the
Servicer of such request for extension and has received sufficient information
from the Servicer to make an informed decision. The Special Servicer shall so
notify the Servicer of its decision by a certificate of a Special Servicing
Officer. The Servicer shall promptly provide the Special Servicer with such
information as is reasonably requested by the Special Servicer in order to make
such decision. The Special Servicer shall be entitled to rely, absent manifest
error, on the information provided by the Servicer, without any independent
investigation. No extension entered into pursuant to this Section 3.20(a) shall
be for a period of more than twelve months from the original maturity date of
such Mortgage Loan or shall extend the maturity date beyond the earlier of (i)
two years prior to the Rated Final Distribution Date and (ii) in the case of a
Mortgage Loan secured by a leasehold estate, the date ten years prior to the
termination of such leasehold estate. No more than one such extension may be
granted by the Servicer with respect to any particular Mortgage Loan.
(b) If the Special Servicer determines, after consultation
with the Operating Adviser (to the extent provided in Section 3.22(a)), that a
modification, waiver or amendment (including, without limitation, 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 is, in the
Special Servicer's judgment, reasonably foreseeable (as evidenced by an
Officer's Certificate of the Special Servicer), is reasonably likely to produce
a greater recovery of Net Collections on a present value basis (the relevant
discounting to be performed at the related Mortgage Interest Rate) than
liquidation of such Specially Serviced Mortgage Loan, then the Special Servicer
may, but is not required to, with the approval or deemed approval of the
Operating Adviser (to the extent provided in Section 3.22(a), and, in the case
of an Extension of the maturity of a Specially Serviced Mortgage Loan beyond the
third anniversary of such Mortgage Loan's stated maturity date, the Extension
Adviser), agree to a modification, waiver or amendment of such Specially
Serviced Mortgage Loan, subject to the provisions of this Section 3.20(b).
The Special Servicer shall not agree to a modification, waiver or
amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would:
(i) extend the maturity date of any such Specially
Serviced Mortgage Loan to a date occurring later than the earlier of (A)
two years prior to the Rated Final Distribution Date and (B) if such
Specially Serviced Mortgage Loan is secured by a leasehold estate, the
date occurring ten years prior to the termination of such leasehold; or
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(ii) provide for the deferral of interest unless (A)
interest accrues on such deferred interest, generally, at the related
Mortgage Interest Rate and (B) the aggregate amount of such deferred
interest does not exceed 5% of the unpaid principal balance of the
Specially Serviced Mortgage Loan; or
(iii) reduce the Net Mortgage Interest Rate on any such
Specially Serviced Mortgage Loan to less than 7.750% per annum (or, with
respect to the Discount Mortgage Loans, less than the Net Mortgage
Interest Rate as of the Cut-Off Date); or
(iv) permit the Borrower to substitute the Mortgaged
Property and/or other collateral securing the related Mortgage Loan with
a replacement lien unless the property subject to such replacement lien
has a value equal to or greater than the Scheduled Principal Balance of
the related Mortgage Loan.
In addition, the Special Servicer shall not, without prior
approval or deemed approval of the Operating Adviser to the extent provided in
Section 3.22(a), agree to a modification, waiver or amendment of any term of any
Specially Serviced Mortgage Loan if such modification, waiver or amendment would
result in the forgiveness of any portion of the unpaid interest on or principal
of such Specially Serviced Mortgage Loan or permit the satisfaction of the
indebtedness under such Specially Serviced Mortgage loan at a discount.
Notwithstanding anything to the contrary contained in this
Agreement, the Special Servicer shall not agree to or approve any modification,
waiver or amendment of any term of any Mortgage Loan (other than a modification,
waiver or amendment permitted by this Section 3.20(b) or a modification by the
Servicer pursuant to Section 3.20(a)) unless it has first obtained and delivered
to the Trustee an Opinion of Counsel to the effect that the proposed
modification, waiver or amendment (or the charging of a fee therefor) will not
cause (A) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify
as a REMIC for purposes of the Code, (B) a gain on the disposition of a
Qualified Mortgage or a contribution to the REMIC which would be subject to the
100% tax on prohibited transactions or prohibited contributions imposed by
Sections 860F(a) or 860G, respectively, of the Code, or (C) either the
Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the
REMIC Provisions. Any Opinion of Counsel required by this paragraph may relate
to more than one transaction if the Opinion of Counsel by its terms defines a
class of similar or identical transactions to which such Opinion of Counsel
applies. Expenses relating to any Opinion of Counsel delivered pursuant to this
paragraph, if not paid by the related Borrower, shall be an expense of the
Trust. With respect to all modifications or waivers submitted by the Servicer to
the Special Servicer pursuant to Section 3.09(a), the Servicer shall provide the
Special Servicer with such Opinion of Counsel.
(c) Any provision of this Section 3.20(c) to the contrary
notwithstanding, no fee described in this paragraph shall be collected by any
Servicer or Special Servicer from a Borrower (or on behalf of the Borrower) in
conjunction with any consent or any modification, waiver or amendment of a
Mortgage Loan (unless the amount thereof is specified in the related
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Note) if the collection of such fee would cause such consent, modification,
waiver or amendment to be a "significant modification" of the Note within the
meaning of Treasury Regulations Section 1.860G-2(b).
Subject to the foregoing, the Servicer and the Special Servicer,
as applicable, shall use their reasonable efforts, in accordance with Accepted
Servicing Practices, to collect any modification fees and other expenses
(including fees payable to the Servicer or Special Servicer) connected with a
permitted modification of a Mortgage Loan from the Borrower. In addition, the
Special Servicer and Servicer, as applicable, shall use their reasonable
efforts, in accordance with Accepted Servicing Practices, to collect customary
modification fees from the related Borrower upon modification of any Mortgage
Loan that is modified in accordance with the provisions for this Agreement,
which modification fee shall be remitted to the Servicer as additional servicing
compensation to the extent provided herein. Each of the Servicer and the Special
Servicer shall charge the Borrower for any costs and expenses incurred by the
Servicer or the Special Servicer in connection with any request for a
modification unless the Servicer or the Special Servicer, as the case may be,
determines the Borrower cannot reasonably afford such costs and expenses, but
the failure or inability of the Borrower to pay any such costs and expenses
shall not impair the right of the Servicer or the Special Servicer to cause such
costs and expenses to be paid or reimbursed by the Trust.
(d) Except as otherwise provided herein, if the Special
Servicer determines, after consultation with the Operating Adviser, that any
action (other than a modification of a Specially Serviced Mortgage Loan, sale of
REO Property or any other action specifically permitted pursuant to any
provision of this Agreement) with respect to a Specially Serviced Mortgage Loan
with respect to which a material default has occurred or a payment default is,
in the Special Servicer's judgment which shall be evidenced by an Officer's
Certificate, reasonably foreseeable will produce a greater recovery of Net
Collections on a present value basis than failure to take such action
(including, without limitation, the voting by the Special Servicer on behalf of
the Trustee as a creditor or otherwise in any bankruptcy or similar proceeding),
then the Special Servicer, with the consent of the Operating Adviser (subject to
the limitations set forth in Section 3.22(a)), may take such action if the
Special Servicer obtains an Opinion of Counsel (which opinion shall not be an
expense of the Trustee but shall be an expense of the Trust if not paid by the
related Borrower) to the effect that the taking of such action will not cause
either the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC
for purposes of the Code.
(e) The Servicer or the Special Servicer, as applicable, shall
notify the Trustee and each other of any modification, waiver or amendment of
any term of any Mortgage Loan and the date thereof, and shall deliver to the
Trustee (or the Custodian, as applicable) (i) for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly following the execution thereof or
upon receipt of such agreement from the applicable recording office, and (ii)
for delivery to Certificateholders pursuant to Section 4.02, a summary of the
terms of, and (in the case of a modification, waiver or amendment pursuant to
Section 3.20(d)) of the Special Servicer's analysis underlying, such
modification, waiver or amendment; provided,
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however, that the Servicer's and Special Servicer's respective obligations
pursuant to this subsection (e) to provide such notice and to deliver such
original counterpart, summary of terms and (in the case of the Special Servicer
only) analysis underlying such modification, waiver or amendment shall not be
construed as affording the Trustee or the Servicer or Special Servicer, as
applicable, any right to object to such modification to the extent such
modification, waiver or amendment is consistent with the terms and conditions of
this Section 3.20.
(f) Notwithstanding anything to the contrary in this
Agreement, the Servicer may (i) at any time enter into a modification of any
Mortgage Loan for the purpose of correcting any ambiguity, inconsistency or
error in the Mortgage or other documentation relating to such Mortgage Loan, or
(ii) agree to any waiver, modification or amendment that arises in the ordinary
course of servicing that would not be a "significant modification" of the
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b),
provided that the proposed modification, amendment or waiver will not cause (x)
any REMIC Pool to fail to qualify as a REMIC for purposes of the Code, or (y)
any REMIC Pool to be subject to any tax under the REMIC Provisions. With respect
to all modifications, amendments and waivers entered into by the Servicer
pursuant to clause (ii) of this Section 3.20(f), the Servicer shall provide the
Trustee with an Opinion of Counsel (at the expense of the related Borrower or
such other Person requesting such modification or, if such expense cannot be
collected from the related Borrower or such other Person, at the expense of the
Trust) to the effect that the contemplated modification will not endanger such
status or result in the imposition of such a tax.
SECTION 3.21. Transfer of Servicing Between Servicer and
Special Servicer; Record Keeping.
(a) Upon determining that a Servicing Transfer Event has
occurred with respect to any Mortgage Loan, and prior to the acceleration of
amounts due under the related Note or the commencement of any foreclosure or
similar proceedings, the Servicer shall immediately send written notice of such
Servicing Transfer Event, together with a copy of the related Mortgage File, to
the Special Servicer (with a copy of such written notice to the Trustee) and
shall use its best efforts to provide the Special Servicer with all information,
documents (but excluding the original documents constituting the Mortgage File)
and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to the Mortgage Loan in the possession of the
Servicer and reasonably requested by the Special Servicer to enable it to assume
its duties hereunder with respect thereto without acting through a sub-servicer.
The Servicer shall use its best efforts to comply with the preceding sentence
within three Business Days of the occurrence of each related Servicing Transfer
Event and in any event shall continue to act as Servicer and administrator of
such Mortgage Loan until the Special Servicer has commenced the servicing of
such Mortgage Loan, which shall occur upon the receipt by the Special Servicer
of the information, documents and records referred to in the preceding sentence.
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Upon determining that a Specially Serviced Mortgage Loan (other
than an REO Mortgage Loan) has become a Rehabilitated Mortgage Loan (giving
effect to any modification to the terms of such Mortgage Loan) and upon
determining that no other Servicing Transfer Event has occurred and is
continuing with respect thereto, the Special Servicer shall immediately give
notice thereof to the Servicer and upon giving such notice, such Mortgage Loan
shall cease to be a Specially Serviced Mortgage Loan, the Special Servicer's
obligation to service such Mortgage Loan shall terminate (but the Special
Servicer's right to continue to receive the Workout Fee with respect to such
Mortgage Loan shall continue unless the Rehabilitated Mortgage Loan becomes a
Specially Serviced Mortgage Loan again in which case the Special Servicer's
right to the Workout Fee shall terminate as provided in the definition of the
"Workout Fee"), and the Special Servicer shall promptly deliver to the Servicer
(but in no event more than three Business Days after delivery of such notice to
the Servicer) all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Mortgage Loan in its possession, and upon receipt of such information, documents
and records the obligations of the Servicer to service and administer such
Mortgage Loan shall resume.
Upon the occurrence of a Servicing Transfer Event with respect to
a Mortgage Loan, the Servicer shall mark its records for such Mortgage Loan to
cause any bills for amounts due on such Mortgage Loan to be sent thereafter to
the Special Servicer rather than the related Borrower. Upon receipt of any such
bill, the Special Servicer shall, within two Business Days, advise the Servicer
of any changes to be made, and return the bill to the Servicer. The Servicer
shall thereafter promptly send the corrected bill to the Borrower.
Notwithstanding the foregoing, if the Special Servicer directs the Servicer
otherwise or if a Mortgage Loan becomes a Rehabilitated Mortgage Loan, the
Servicer shall bill the Borrower as it did before such Mortgage Loan became a
Specially Serviced Mortgage Loan or as otherwise appropriate.
(b) In servicing any Specially Serviced Mortgage Loan, the
Special Servicer shall provide to the Trustee originals of documents which are
in the Special Servicer's possession or were created by the Special Servicer
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Servicer), and copies of
any additional related Mortgage Loan information, including correspondence with
the related Borrower.
(c) On or before each Determination Date, the Special Servicer
shall deliver to the Servicer a written statement describing, on a Mortgage Loan
by Mortgage Loan basis, (i) the information described in clauses (vii), (xi)(A),
(xi)(C), (xii)(A) and (xiii) of Section 4.02(a) as to each Specially Serviced
Mortgage Loan, and (iii) such additional information relating to the Specially
Serviced Mortgage Loans as the Servicer reasonably requests to enable it to
perform its duties under this Agreement.
(d) Notwithstanding the provisions of subsection (c) of this
Section 3.21, the Servicer shall maintain ongoing payment records with respect
to each of the Specially Serviced
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Mortgage Loans and shall provide the Special Servicer with any information
reasonably required by the Special Servicer to perform its duties under this
Agreement.
SECTION 3.22. Duties of Operating Adviser and Extension Adviser.
(a) The Operating Adviser shall advise the Special Servicer
with respect to certain matters described in this Agreement. Except as otherwise
provided herein, the Special Servicer will not be permitted to take any of the
following actions unless the Operating Adviser has approved such action in
writing within ten days after receiving from the Special Servicer written notice
thereof and sufficient information to make an informed decision (provided that
if a written objection to such action from the Operating Adviser has not been
received by the Special Servicer within said ten day period, then the Operating
Adviser's approval will be deemed to have been given):
(i) any initiation or consummation of foreclosure upon or
comparable conversion (which may include acquisition of an REO Property)
of the ownership of properties securing such of the Specially Serviced
Mortgage Loans as come into and continue in default, provided that if
immediate initiation of foreclosure proceedings is required in order to
preserve and protect the Mortgaged Property or the income therefrom, the
Special Servicer may initiate such proceedings and notify the Operating
Adviser thereof within 72 hours thereafter;
(ii) any modification, amendment or waiver of, or with respect
to, any Mortgage Loan other than a modification consisting of the
extension of the original maturity date of a Balloon Mortgage Loan for
twelve months or less;
(iii) any acceptance of a discounted payoff of a Specially
Serviced Mortgage Loan; and
(iv) any proposed sale of a Specially Serviced Mortgage Loan or
REO Property (other than upon termination of the Trust);
provided, however, that with respect to any Mortgage Loan which has been the
subject of an OA Extension, the Operating Adviser will no longer be entitled to
approve the actions set forth in clauses (i), (ii) and (iv) above with respect
to such Mortgage Loan after the termination of the related OA Extension Period.
Notwithstanding the foregoing, if the Operating Adviser rejects
the recommendations of the Special Servicer with respect to clause (iii) above,
the Special Servicer shall immediately notify the Trustee in writing and an
Independent third party arbitrator will be selected by the Trustee (at the
expense of the Trust) within four Business Days of receipt by the Trustee of
such written notice from the Special Servicer. The Trustee shall deliver the
present value analysis and other information provided by the Special Servicer in
connection with such discounted payoff of the Specially Serviced Mortgage Loan
to such arbitrator within
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three Business Days of the selection of such arbitrator by the Trustee. The
arbitrator will determine whether the proposed action of the Special Servicer is
in the best economic interests of the Trust Fund based upon the maximization of
net present value to the Trust. The Independent arbitrator will (i) select a
course of action based solely upon the recommendations provided by the Operating
Adviser and the Special Servicer (rather than on an alternative recommendation
provided by itself), and (ii) provide a decision within five Business Days of
receipt of the analyses. Pending a decision of the Independent arbitrator, the
Special Servicer may not take the proposed action that is the subject of such
arbitration. Upon receipt of the arbitrator's decision, the Special Servicer
shall follow the arbitrator's recommended course of action. The Trustee shall
not be liable to the Certificateholders with respect to any decision by the
Independent arbitrator.
No direction of the Operating Adviser shall (A) require or cause
the Special Servicer to violate the terms of a Mortgage Loan, applicable law or
any provision of this Agreement, including the Special Servicer's obligation to
act in accordance with Accepted Servicing Practices and to maintain the REMIC
status of each REMIC Pool, or (B) result in the imposition of a "prohibited
transaction" or "prohibited contribution" tax under the REMIC Provisions, or (C)
expose the Servicer, the Special Servicer, the Depositor, the Seller, the Fiscal
Agent, the Trust, the Trustee or their officers, directors, employees or agents
to any claim, suit or liability, or (D) materially expand the scope of the
Special Servicer's or the Servicer's responsibilities under this Agreement.
(b) The Special Servicer may not extend the maturity of any
Specially Serviced Mortgage Loan beyond the third anniversary of such Mortgage
Loan's then stated maturity date, unless the Extension Adviser elected pursuant
to Section 3.23 shall have approved such extension in writing within ten days
after receiving from the Special Servicer written notice thereof and sufficient
information to make an informed decision. If a written objection to such
extension from the Extension Adviser has not been received by the Special
Servicer within said ten-day period, then the Extension Adviser's approval shall
be deemed to have been given. In addition, the Extension Adviser shall confirm,
to its reasonable satisfaction, that all conditions precedent to the granting of
any such extension set forth in this Agreement have been satisfied.
(c) Within ninety days after the occurrence of a Servicing
Transfer Event with respect to any Mortgage Loan and the transfer of servicing
with respect to such Mortgage Loan to the Special Servicer, or such longer
period as the Operating Adviser shall approve, the Special Servicer shall
prepare or cause to be prepared and delivered to the Operating Adviser a
business plan outlining the strategy which the Special Servicer contemplates
using in resolving the event giving rise to such Servicing Transfer Event. In
addition, the Special Servicer shall from time to time make reports and
recommendations and provide analyses to the Operating Adviser with respect to
the following matters:
(i) whether the foreclosure of a Mortgaged Property
relating to a Specially Serviced Mortgage Loan would be in the best
economic interests of the Certificateholders (taken as a whole);
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(ii) if the Operating Adviser elects to proceed with a
foreclosure, whether a deficiency judgment should or should not be
sought because the likely recovery will or will not be sufficient to
warrant the cost, time and exposure of pursuing such a judgment;
(iii) whether the waiver or enforcement of any
"due-on-sale" clause or "due-on-encumbrance" clause contained in a
Mortgage Loan is in the best economic interests of the
Certificateholders (taken as a whole);
(iv) in connection with any proposed assumption agreement
with a Person to whom a Mortgaged Property securing a Specially Serviced
Mortgage Loan is to be conveyed, or the release of the original Borrower
from liability upon a Specially Serviced Mortgage Loan and the
substitution of a new Borrower, whether the credit status of the
prospective new or substitute Borrower would meet a prudent lender's
underwriting standards for multifamily and commercial mortgage loans
originated by it; and
(v) in connection with the foreclosure or comparable
action on a Specially Serviced Mortgage Loan secured by a Mortgaged
Property which is not in compliance with all applicable Environmental
Laws, including, without limitation, CERCLA, whether it is in the best
economic interests of the Certificateholders (taken as a whole) to take
the actions and incur the expense that would be required in order to
bring the Mortgaged Property into compliance therewith and an estimate
of the cost of doing so.
(d) In addition to providing assistance to the Operating
Adviser as provided in Section 3.22(c), the Special Servicer shall, with respect
to any proposed modification (which shall include any proposed release,
substitution or addition of collateral), extension, waiver, amendment,
discounted payoff or sale of a Specially Serviced Mortgage Loan, prepare and
deliver to the Operating Adviser and, if an approval will be required therefrom
in connection with such action, the Extension Adviser, a summary of such
proposed action and an analysis of whether such action is reasonably likely to
produce a greater recovery of Net Collections on a present value basis (the
relevant discounting to be performed at the related Net Mortgage Interest Rate)
than liquidation of such Mortgage Loan. Such analysis shall specify the basis on
which the Special Servicer has made such determination, including the status of
any existing material default or the grounds for concluding that a payment
default is imminent.
(e) All correspondence and communications with the Operating
Adviser and Extension Adviser may be conducted with the officers or employees of
the Operating Adviser and Extension Adviser whose names appear on a list of
officers or employees furnished to the Special Servicer by the Operating Adviser
and Extension Adviser, as such list may from time to time be amended.
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SECTION 3.23. Operating Adviser; Extension Adviser; Elections.
(a) On the Closing Date and as otherwise provided herein, the
Holder or Holders of more than 50% of the aggregate Certificate Principal Amount
of the Controlling Class will be entitled to elect, and shall be deemed to have
elected, the Seller or an Affiliate or designee of the Seller as their
representative (the "Operating Adviser") as provided in this Section 3.23. Upon
(i) the receipt by the Trustee of written requests for an election of an
Operating Adviser from Certificateholders representing more than 50% of the
aggregate Certificate Principal Amount of the Certificates of the then
Controlling Class, (ii) the resignation or removal of the Person acting as
Operating Adviser, or (iii) a determination by the Trustee that the Controlling
Class has changed, an election of a successor Operating Adviser shall be held,
commencing as soon as practicable thereafter. The Operating Adviser shall be
elected for the purpose of advising, approving and directing the actions of the
Special Servicer specified herein.
(b) On the Closing Date and as otherwise provided herein, the
Holder or Holders of Regular Certificates (other than the Class X Certificates)
with an aggregate Certificate Principal Amount greater than 50% of the aggregate
Certificate Principal Amount of all of the Regular Certificates (exclusive of
the Class X Certificates, the Controlling Class and any Class or Classes of
Regular Certificates subordinate to the Controlling Class), will be entitled to
elect, and shall be deemed to have elected, the Seller or an Affiliate or
designee of the Seller as their representative (the "Extension Adviser") as
provided in this Section 3.23. Upon (i) the receipt by the Trustee of written
requests for an election of an Extension Adviser from Certificateholders
representing more than 50% of the aggregate Certificate Principal Amount of all
the Regular Certificates (other than Class X Certificates, the Controlling Class
and any Class or Classes of Regular Certificates subordinate to the Controlling
Class), or (ii) the resignation or removal of the Person acting as Extension
Adviser, an election of a successor Extension Adviser shall be held commencing
as soon as practicable thereafter. The Extension Adviser shall be elected for
the purpose of approving certain actions of the Special Servicer specified
herein in respect of extending the maturity of any Specially Serviced Mortgage
Loan beyond the third anniversary of its stated maturity date.
(c) After any such receipt, resignation, removal or
determination contemplated by Section 3.23(a), the Trustee shall call a meeting
of the Holders of the Controlling Class for the purpose of electing an Operating
Adviser. After any such receipt, resignation, removal or determination
contemplated by Section 3.23(b), the Trustee shall call a meeting of the Holders
of all Regular Certificates (other than the Class X Certificates, the
Controlling Class and any Class or Classes of Regular Certificates subordinate
to the Controlling Class), if any, for the purpose of electing an Extension
Adviser. Notice of any such meeting of such Holders shall be mailed or delivered
to each Holder not less than 10 days nor more than 60 days prior to the meeting.
The notice shall state the place and the time of the meeting, which may be held
by telephone. Certificateholders representing a majority (by Certificate
Principal Amount) of the Certificates of the applicable Class or Classes,
present in person or represented by proxy, shall constitute a quorum for the
nomination of an Operating Adviser or an Extension Adviser, as the case may be.
At the meeting, each such Holder
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shall be entitled to nominate one Person to act as Operating Adviser or
Extension Adviser, as the case may be. The Trustee shall cause the election of
the Operating Adviser or the Extension Adviser, as the case may be, to be held
as soon thereafter as convenient.
(d) Each Holder of the Certificates of the Controlling Class
shall be entitled to vote in each election of the Operating Adviser. Each Holder
of Regular Certificates (other than the Class X Certificates, the Controlling
Class and any Class or Classes of Regular Certificates subordinate to the
Controlling Class) shall be entitled to vote in each election of the Extension
Adviser. The voting in each election of the Operating Adviser or the Extension
Adviser, as the case may be, shall be in writing mailed, delivered or sent by
courier and actually received by the Trustee on or prior to the date of such
election. Immediately upon receipt by the Trustee of votes (which have not been
rescinded) from the Holders of Certificates representing more than 50% of the
aggregate Certificate Principal Amount of the Certificates of the then
Controlling Class which are cast for a single Person, such Person shall be, upon
such Person's acceptance, the Operating Adviser. Immediately upon receipt by the
Trustee of votes (which have not been rescinded) from the Holders of
Certificates representing more than 50% of the aggregate Certificate Principal
Amount of all the Regular Certificates (other than the Class X Certificates, the
Controlling Class and any Class or Classes of Regular Certificates subordinate
to the Controlling Class), which votes are cast for a single Person, such Person
shall be, upon such Person's acceptance, the Extension Adviser. In the event
that after the Closing Date an Operating Adviser shall have resigned or been
removed and a successor Operating Adviser shall not have been elected, there
shall be no Operating Adviser. In the event that after the Closing Date an
Extension Adviser shall have resigned or been removed and a successor Extension
Adviser shall not have been elected, the Operating Adviser shall act as
Extension Adviser (and, if there is no Operating Adviser, there shall be no
Extension Adviser). Notwithstanding anything to the contrary contained herein,
the Special Servicer shall not have any right or obligation to consult with or
to seek and/or obtain approval or direction from an Operating Adviser or an
Extension Adviser, and provisions of this Agreement relating thereto shall be of
no effect, in any event during any such period that there is no Operating
Adviser or Extension Adviser, as applicable.
(e) The Operating Adviser may be removed at any time by the
written vote, copies of which must be delivered to the Trustee, of Holders of
Certificates representing more than 50% of the aggregate Certificate Principal
Amount of the then Controlling Class. The Extension Adviser may be removed at
any time by the written vote, copies of which must be delivered to the Trustee,
of Holders of Certificates representing more than 50% of the aggregate
Certificate Principal Amount of all the Regular Certificates (other than the
Class X Certificates, the Controlling Class and any Class or Classes of Regular
Certificates subordinate to the Controlling Class) with an earlier alphabetical
Class designation than that of the then Controlling Class, if any.
(f) The Trustee shall act as judge of each election of an
Operating Adviser or an Extension Adviser, and, absent manifest error, the
determination of the results of any such election by the Trustee shall be
conclusive. Notwithstanding any other provisions of this Section 3.23, the
Trustee may make such reasonable regulations as it may deem advisable for
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any such election. Upon election of a successor Operating Adviser or a successor
Extension Adviser, the Trustee shall promptly mail notice thereof by first class
mail to the Depositor, the Servicer, the Special Servicer, the Seller and each
of the Rating Agencies.
(g) The Holders of the Certificates of the Controlling Class
shall indemnify and hold harmless the Operating Adviser and any director,
officer, employee or agent of the Operating Adviser from and against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any pending or threatened legal action relating to this
Agreement if such legal action is incidental to or arises out of the performance
of its obligations and duties under this Agreement, other than any loss,
liability or expense incurred by reason of the Operating Adviser's reckless
disregard of obligations and duties under this Agreement. The Operating Adviser
shall immediately notify the Controlling Class if a claim is made by a third
party with respect to this Agreement entitling the Operating Adviser to
indemnification, whereupon the Controlling Class is to assume the defense of any
such claim and, to pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree that may be
entered against it in respect of such claim. By acceptance of a Certificate of
the Controlling Class, a Certificateholder agrees to be bound by the
indemnification obligations contained in this Section 3.23(g).
SECTION 3.24. Limitation on Liability of Operating Adviser and
Extension Adviser.
The Operating Adviser and the Extension Adviser will each be
acting solely as a representative of the interests of the Class of
Certificateholders that have elected such adviser, and neither the Operating
Adviser nor the Extension Adviser shall have any responsibility or liability to
the Trust or any other Class of Certificateholders for any action taken, or for
refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Operating Adviser or the Extension Adviser 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 hereunder. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that each of the
Operating Adviser and the Extension Adviser may take actions that favor the
interests of one or more Classes of the Certificates over other Classes of the
Certificates and that each of the Operating Adviser and the Extension Adviser
may have relationships and interests that conflict with those of Holders of some
Classes of the Certificates and, absent willful misfeasance, bad faith,
negligence or reckless disregard of obligations or duties on the part of the
Operating Adviser or the Extension Adviser, agrees to take no action against the
Operating Adviser, the Extension Adviser or any of their respective officers,
directors, employees, principals or agents as a result of such a special
relationship or conflict.
[End of Article III]
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ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions.
(a)(1).On each Distribution Date, the Trustee (or the Paying
Agent on behalf of the Trustee) shall withdraw from the Lower-Tier Distribution
Account an aggregate amount equal to the Interest Distribution Amount for such
Distribution Date and shall distribute such amount in respect of the Lower-Tier
Regular Interests by depositing such amount in the Upper-Tier Distribution
Account. Such amount shall be deemed to be distributed to the Trustee as Holder
of the Lower-Tier Regular Interests in the following order of priority,
satisfying in full, to the extent required and possible, each priority before
making any distribution with respect to any succeeding priority:
(i) with respect to the Class LA-1A Interest, the Class
LA-1B Interest, the Class LA-1C Interest, the Class LA-2A Interest, the
Class LA-2B Interest, the Class LX-1 Interest, the Class LX-2 Interest,
the Class LB Interest, the Class LC Interest and the Class LD Interest,
pro rata, in accordance with the respective amounts of Uncertificated
Distributable Interest in respect of the Classes of Lower-Tier Regular
Interest described in this clause (i), an amount equal to all
Uncertificated Distributable Interest in respect of the Class LA-1A
Interest, the Class LA-1B Interest, the Class LA-1C Interest, the
Component B Fraction of the Class LB Interest, the Component C Fraction
of the Class LC Interest, the Component D Fraction of the Class LD
Interest, the Class LA-2A Interest, the Class LA-2B Interest, the Class
LX-1 Interest and the Class LX-2 Interest for such Distribution Date,
and any Class Unpaid Interest Shortfall with respect to such
Distribution Date;
(ii) with respect to the Class LB Interest, an amount
equal to all Uncertificated Distributable Interest in respect of the
Class B Fraction of the Class LB Interest for such Distribution Date and
any Class Unpaid Interest Shortfall with respect to such Distribution
Date;
(iii) with respect to the Class LC Interest, an amount
equal to all Uncertificated Distributable Interest in respect of the
Class C Fraction of the Class LC Interest for such Distribution Date and
any Class Unpaid Interest Shortfall with respect to such Distribution
Date;
(iv) with respect to the Class LD Interest, an amount
equal to all Uncertificated Distributable Interest in respect of the
Class D Fraction of the Class LD Interest for such Distribution Date and
any Class Unpaid Interest Shortfall with respect to such Distribution
Date;
(v) with respect to the Class LE Interest, an amount equal
to all Uncertificated Distributable Interest in respect of the Class LE
Interest for such
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Distribution Date and any Class Unpaid Interest Shortfall with respect
to such Distribution Date;
(vi) with respect to the Class LF Interest, an amount
equal to all Uncertificated Distributable Interest in respect of the
Class LF Interest for such Distribution Date and any Class Unpaid
Interest Shortfall with respect to such Distribution Date;
(vii) with respect to the Class LG Interest, an amount
equal to all Uncertificated Distributable Interest in respect of the
Class LG Interest for such Distribution Date and any Class Unpaid
Interest Shortfall with respect to such Distribution Date;
(viii) with respect to the Class LH Interest, an amount
equal to all Uncertificated Distributable Interest in respect of the
Class LH Interest for such Distribution Date and any Class Unpaid
Interest Shortfall with respect to such Distribution Date;
(ix) with respect to the Class LI Interest, an amount
equal to all Uncertificated Distributable Interest in respect of the
Class LI Interest for such Distribution Date and any Class Unpaid
Interest Shortfall with respect to such Distribution Date; and
(x) with respect to the Class LJ Interest, an amount equal
to all Uncertificated Distributable Interest in respect of the Class LJ
Interest for such Distribution Date and any Class Unpaid Interest
Shortfall with respect to such Distribution Date.
(2) On each Distribution Date, if the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interest has been reduced to zero on
or prior to such date, then the Trustee (or the Paying Agent on behalf of the
Trustee) shall withdraw the balance of the Interest Distribution Amount, if any,
after the distributions pursuant to Section 4.01(a) from the Lower-Tier
Distribution Account and distribute such amount to the Holders of the Class LR
Certificates.
(b)(1).Prior to the Principal Aggregation Date, on each
Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
shall withdraw from the Lower-Tier Distribution Account an aggregate amount
equal to the Group 1 Principal Distribution Amount with respect to the Group 1
Mortgage Loans for such Distribution Date and shall distribute such amount in
respect of the Lower-Tier Regular Interests by depositing such amount in the
Upper-Tier Distribution Account. Such amount shall be deemed to be distributed
to the Trustee as Holder of the Lower-Tier Regular Interests in the following
order of priority, satisfying in full, to the extent required and possible, each
priority before making any distribution with respect to any succeeding priority:
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(i) with respect to the Class LA-1A Interest until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero;
(ii) with respect to the Class LA-1B Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero; and
(iii) with respect to the Class LA-1C Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero.
(2) Prior to the Principal Aggregation Date, on each
Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
shall withdraw from the Lower-Tier Distribution Account an aggregate amount
equal to the Group 2 Principal Distribution Amount with respect to the Group 2
Mortgage Loans for such Distribution Date and shall distribute such amount in
respect of the Lower-Tier Regular Interest by depositing such amount in the
Upper-Tier Distribution Account. Such amount shall be deemed to be distributed
to the Trustee as Holder of the Lower-Tier Regular Interests in the following
order of priority, satisfying in full, to the extent required and possible, each
priority before making any distribution with respect to any succeeding priority:
(i) with respect to the Class LA-2A Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero; and
(ii) with respect to the Class LA-2B Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero.
(3) On and after the Principal Aggregation Date, the Group 1
Principal Distribution Amount and the Group 2 Principal Distribution Amount (or
the remaining portion, if any, of such Principal Distribution Amounts, if the
Principal Aggregation Date occurs as a result of distributions of principal on
the Certificates on such date and there remains a portion of such Principal
Distribution Amounts available for distribution) will be aggregated into a
single Aggregated Principal Distribution Amount, and the Trustee (or the Paying
Agent on behalf of the Trustee) shall withdraw from the Lower-Tier Distribution
Account an aggregate amount equal to the Aggregated Principal Distribution
Amount with respect to the Mortgage Loans for such Distribution Date and shall
distribute such amount in respect of the Lower-Tier Regular Interests by
depositing such amount in the Upper-Tier Distribution Account. Such amount shall
be deemed to be distributed to the Trustee as Holder of the Lower-Tier Regular
Interests in the following order of priority, satisfying in full, to the extent
required and possible, each priority before making any distribution with respect
to any succeeding priority:
(i) (x) if the Lower-Tier Principal Amount of the Class LA-1C
Interest has been reduced to zero, first, with respect to the Class
LA-2A Interest, until the outstanding Lower-Tier Principal Amount
thereof has been reduced to zero, and second, with respect to the Class
LA-2B Interest, until the outstanding Lower-Tier Principal Amount
thereof has been reduced to zero; or
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(y) if the Lower-Tier Principal Amount of the Class LA-2B
Interest has been reduced to zero, then with respect to the Class LA-1A,
Class LA-1B, and Class LA-1C Interests, in that order, until the
outstanding Lower-Tier Principal Amount of each such Lower-Tier Interest
has been reduced to zero;
(ii) with respect to the Class LB Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero;
(iii) with respect to the Class LC Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero;
(iv) with respect to the Class LD Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero;
(v) with respect to the Class LE Interest, until the outstanding
Lower-Tier Principal Amount thereof has been reduced to zero;
(vi) with respect to the Class LF Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero;
(vii) with respect to Class LG Interest, until the outstanding
Lower-Tier Principal Amount thereof has been reduced to zero;
(viii) with respect to the Class LH Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero;
(ix) with respect to the Class LI Interest, until the
outstanding Lower-Tier Principal Amount thereof has been reduced to
zero; and
(x) with respect to the Class LJ Interest, until the outstanding
Lower-Tier Principal Amount thereof has been reduced to zero.
(4) On each Distribution Date, if the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interest has been reduced to zero on
or prior to such date, then the Trustee (or the Paying Agent on behalf of the
Trustee) shall withdraw the balance of the Aggregated Principal Distribution
Amount, if any, after the distributions in Section 4.01(b)(3) from the
Lower-Tier Distribution Account and distribute such amount to the Holders of the
Class LR Certificates.
(5) On each Distribution Date, the Trustee (or the Paying
Agent on behalf of the Trustee) shall withdraw from the Lower-Tier Distribution
Account an aggregate amount equal to the Class P Distribution Amount with
respect to the Discount Mortgage Loans for such Distribution Date and shall
distribute such amount in respect of the Class LP Interest by depositing such
amount in the Upper-Tier Distribution Account.
(c) On each Distribution Date the Trustee (or the Paying Agent
on behalf of the Trustee) shall withdraw from the Lower-Tier Distribution
Account an aggregate amount
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equal to the Prepayment Charges for such Distribution Date and shall distribute
such amount in respect of the Class LA-1A Interest by depositing such amount in
the Upper-Tier Distribution Account.
(d) On each Distribution Date, the Trustee (or the Paying
Agent on behalf of the Trustee) shall withdraw from the Upper-Tier Distribution
Account an aggregate amount equal to the Interest Distribution Amount for such
Distribution Date and shall distribute such amount in the following order of
priority, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority:
(i) to the Holders of the Class A-1A Certificates, the
Class A-1B Certificates, the Class A-1C Certificates, the Class A-2A
Certificates, the Class A-2B Certificates, the Class X-1 Certificates,
the Class X-1A Certificates, the Class X-2 Certificates, and Class X-2A
Certificates, pro rata, in accordance with the respective amounts of
Distributable Certificate Interest payable in respect of the Classes of
Certificates described in this clause (i), an amount equal to all
Distributable Certificate Interest in respect of the Class A-1A
Certificates, the Class A-1B Certificates, the Class A-1C Certificates,
the Class A-2A Certificates, the Class A-2B Certificates, the Class X-1A
Certificates, the Class X-1 Certificates, the Class X-2 Certificates,
and Class X-2A Certificates for such Distribution Date, and any Class
Unpaid Interest Shortfall with respect to such Distribution Date;
(ii) to the Holders of the Class B Certificates, an amount
equal to all Distributable Certificate Interest in respect of the Class
B Certificates for such Distribution Date and any Class Unpaid Interest
Shortfall with respect to such Distribution Date;
(iii) to the Holders of the Class C Certificates, an
amount equal to all Distributable Certificate Interest in respect of the
Class C Certificates for such Distribution Date and any Class Unpaid
Interest Shortfall with respect to such Distribution Date;
(iv) to the Holders of the Class D Certificates, an amount
equal to all Distributable Certificate Interest in respect of the Class
D Certificates for such Distribution Date and any Class Unpaid Interest
Shortfall with respect to such Distribution Date;
(v) to the Holders of the Class E Certificates, an amount
equal to all Distributable Certificate Interest in respect of the Class
E Certificates for such Distribution and any Class Unpaid Interest
Shortfall with respect to such Distribution Date;
(vi) to the Holders of the Class F Certificates, an amount
equal to all Distributable Certificate Interest in respect of the Class
F Certificates for such Distribution and any Class Unpaid Interest
Shortfall with respect to such Distribution Date;
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(vii) to the Holders of the Class G Certificates, an
amount equal to all Distributable Certificate Interest in respect of the
Class G Certificates for such Distribution and any Class Unpaid Interest
Shortfall with respect to such Distribution Date;
(viii) to the Holders of the Class H Certificates, an
amount equal to all Distributable Certificate Interest in respect of the
Class H Certificates for such Distribution and any Class Unpaid Interest
Shortfall with respect to such Distribution Date;
(ix) to the Holders of the Class I Certificates, an amount
equal to all Distributable Certificate Interest in respect of the Class
I Certificates for such Distribution and any Class Unpaid Interest
Shortfall with respect to such Distribution Date;
(x) to the Holders of the Class J Certificates, an amount
equal to all Distributable Certificate Interest in respect of the Class
J Certificates for such Distribution and any Class Unpaid Interest
Shortfall with respect to such Distribution Date; and
(xi) if the Certificate Principal Amount of each Class of
Regular Certificates has been reduced to zero, then the balance, if any,
to the Holders of the Class R Certificates.
(e)(1) Prior to the Principal Aggregation Date, on each
Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
shall withdraw from the Upper-Tier Distribution Account an aggregate amount
equal to the Group 1 Principal Distribution Amount with respect to the Group 1
Mortgage Loans for such Distribution Date and shall distribute such amount in
the following order of priority satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to any
succeeding priority:
(i) to the Holders of the Class A-1A Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero;
(ii) to the Holders of the Class A-1B Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero; and
(iii) to the Holders of the Class A-1C Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero.
(2) Prior to the Principal Aggregation Date, on each
Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
shall withdraw from the Upper-Tier Distribution Account an aggregate amount
equal to the Group 2 Principal Distribution Amount with respect to the Group 2
Mortgage Loans for such Distribution Date and shall distribute such amount in
the following order of priority satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to any
succeeding priority:
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(i) to the Holders of the Class A-2A Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero; and
(ii) to the Holders of the Class A-2B Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero.
(3) On and after the Principal Aggregation Date, the Group 1
Principal Distribution Amount and the Group 2 Principal Distribution Amount (or
the remaining portion, if any, of such Principal Distribution Amounts, if the
Principal Aggregation Date occurs as a result of distributions of principal on
the Certificates on such date and there remains a portion of such Principal
Distribution Amounts available for distribution) will be aggregated into a
single Aggregated Principal Distribution Amount, and the Trustee (or the Paying
Agent on behalf of the Trustee) shall withdraw from the Upper-Tier Distribution
Account an aggregate amount equal to the Aggregated Principal Distribution
Amount with respect to the Mortgage Loans for such Distribution Date and shall
distribute such amount in the following order of priority, satisfying in full,
to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority:
(i) (x) if the Certificate Principal Amount of the Class A-1C
Certificates has been reduced to zero, first to the Holders of the Class
A-2A Certificates until the outstanding Certificate Principal Amount
thereof has been reduced to zero, and second, to the Class A-2B
Certificates until the outstanding Certificate Principal Amount thereof
has been reduced to zero; or
(y) if the Certificate Principal Amount of the Class A-2B
Certificates has been reduced to zero, then to the Holders of the Class
A-1A, Class A-1B, and Class A-1C Certificates, in that order, until the
outstanding Certificate Principal Balance of each such Class has been
reduced to zero;
(ii) to the Holders of the Class B Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero;
(iii) to the Holders of the Class C Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero;
(iv) to the Holders of the Class D Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero;
(v) to the Holders of the Class E Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero;
(vi) to the Holders of the Class F Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero;
(vii) to the Holders of the Class G Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero;
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(viii) to the Holders of the Class H Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero;
(ix) to the Holders of the Class I Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero;
(x) to the Holders of the Class J Certificates, until the
outstanding Certificate Principal Amount thereof has been reduced to
zero; and
(xi) the balance, if any, to the Holders of the Class R
Certificates.
(4) On each Distribution Date, the Trustee (or the Paying
Agent on behalf of the Trustee) shall withdraw from the Upper-Tier Distribution
Account an aggregate amount equal to the Class P Distribution Amount with
respect to Discount Mortgage Loans for such Distribution Date and shall
distribute such amount to the Holders of the Class P Certificates.
(f) On each Distribution Date, the Trustee (or the Paying
Agent on behalf of the Trustee) shall withdraw from the Upper-Tier Distribution
Account all amounts then on deposit therein that represent Prepayment Charges
collected on Mortgage Loans during the Prepayment Period for such Distribution
Date, and shall distribute such Prepayment Charges, in addition to the Available
Distribution Amount for such Distribution Date, pro rata to the Holders of each
Class of Regular Certificates in proportion to the PV Yield Loss Amount for each
such Class of Regular Certificates up to the PV Yield Loss Amount for each such
Class.
(g) All amounts distributable to a Class of Certificates
pursuant to Section 4.01 on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in each such Class based on their respective
Percentage Interests. Such distributions shall be made on each Distribution Date
other than the Termination Date to each Certificateholder of record on the
related Record Date by check mailed by first class mail to the address set forth
therefor in the Certificate Register or, provided that such Certificateholder
(1) has provided the Trustee (or the Paying Agent then acting on the Trustee's
behalf) with reasonably satisfactory wire instructions in writing at least five
Business Days prior to the related Record Date, or in the case of the Global
Certificates, has provided the Trustee with reasonably satisfactory standing
wire instructions, and (2) is the Holder of Certificates with an original
Certificate Principal Amount of at least $5,000,000, or is the Holder of a Class
X, the Class R or the Class LR Certificate, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor.
The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the Corporate Trust
Office or such other location specified in the notice to Certificateholders of
such final distribution.
(h) In no event shall distributions of principal be made to
the Holders of Class A, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class I, Class J or Class P Certificates after the respective
Certificate Principal Amounts thereof have been reduced to zero.
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(i) Except as otherwise provided in Section 9.01 with respect
to an Anticipated Termination Date, the Trustee shall, no later than the fifth
Business Day following the Determination Date in the month preceding the month
in which the final distribution with respect to any Class of Certificates is
expected to be made, mail to each Holder of such Class of Certificates and each
Rating Agency on such date a notice to the effect that:
(i) the Trustee reasonably expects based upon information
previously provided to it that the final distribution with respect to
such Class of Certificates will be made on such Distribution Date, but
only upon presentation and surrender of such Certificates at the office
of the Trustee therein specified, and
(ii) if such final distribution is made on such
Distribution Date, no interest shall accrue on such Certificates from
and after the applicable Interest Accrual Period immediately preceding
such Distribution Date.
Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Holder
or Holders. If any Certificates as to which notice has been given pursuant to
this Section 4.01(i) shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates
shall have been surrendered for cancellation, the Trustee may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If after the second notice
any such Certificates shall not have been surrendered for cancellation, the
Trustee shall continue to hold such amounts for the benefit of such Holders
until the earlier of (i) its termination as Trustee hereunder and the transfer
of such amounts to a successor Trustee and (ii) the termination of the Trust
Fund and distribution of such amounts to the Class R and Class LR
Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust hereunder as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(i). Any such amounts held by the
Trustee shall be held uninvested and all income and gain realized from such
funds shall be for the exclusive benefit of the Trustee.
(j) On each Servicer Remittance Date, the Servicer shall
distribute from the Collection Account to the Retained Interest Holder all
amounts representing Retained Interest Payments collected by the Servicer or
Special Servicer hereunder with respect to the Related Due Period. Such
distribution shall be made by wire transfer of immediately available funds to
the account designated by the Retained Interest Holder at a bank or other entity
located in the United States and having appropriate facilities therefor. In
connection with such distribution, on each Servicer Remittance Date the Servicer
shall provide to the Retained Interest Holder a report indicating (i) the amount
of such distribution, (ii) if any such
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distribution relates to any Contingent Interest, the Mortgage Loan to which such
Contingent Interest relates, and (iii) the calculation of such Retained Interest
payments. The Retained Interest Holder is an intended third party beneficiary of
this provision and shall be entitled to enforce this provision as if the
Retained Interest Holder were a party to this Agreement.
SECTION 4.02. Statements to Certificateholders; Reports by
Trustee; Other Information Available to the
Holders and Others.
(a) On each Distribution Date, based upon the information set
forth in the Remittance Report prepared by the Servicer and the other reports
prepared by the Servicer and Special Servicer relating to such Distribution
Date, and only to the extent such information is provided to the Trustee by the
Special Servicer and Servicer, the Trustee shall prepare and forward, or shall
cause the Paying Agent to prepare and forward, by first class mail to each
Holder of a Certificate, with copies to the Depositor, the Servicer, the Special
Servicer, the Operating Adviser and each Rating Agency a written report (a
"Distribution Date Statement") setting forth the following information:
(i) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates (other
than the Class R and Class LR Certificates) applied to reduce the
respective Certificate Principal Amounts thereof;
(ii) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates allocable
to (A) Distributable Certificate Interest, (B) Class Unpaid Interest
Shortfall and (C) Prepayment Charges;
(iii) the aggregate amount, if any, of the distribution to be
made to the Holders of the Class R Certificates and the aggregate
amount, if any, of the distribution to be made to the Holders of the
Class LR Certificates;
(iv) the aggregate Certificate Principal Amount or aggregate
Notional Amount, as the case may be, of each Class of Certificates,
before and after giving effect to the distributions made on such
Distribution Date, separately identifying any reduction in the aggregate
Certificate Principal Amount (or, if applicable, the aggregate Notional
Amount) of each such Class due to Realized Losses and/or Additional
Expense Losses and any increase thereto resulting from any Certificate
Deferred Interest;
(v) the Pass-Through Rate for each Class of Certificates
applicable to such Distribution Date;
(vi) the reduction in the aggregate Certificate Principal Amount
(or, if applicable, the aggregate Notional Amount) of the Certificates
as a result of repurchases of Mortgage Loans from the Trust Fund during
the Related Prepayment Period;
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(vii) the number of outstanding Mortgage Loans, the aggregate
Scheduled Principal Balance and the aggregate Scheduled Principal
Balance as of the related Distribution Date, of (A) the Group 1 Mortgage
Loans, (B) the Group 2 Mortgage Loans and (C) all Mortgage Loans as a
whole;
(viii) the number and aggregate Scheduled Principal Balance of
Mortgage Loans in each Mortgage Loan Group (A) delinquent one month, (B)
delinquent two months, (C) delinquent three or more months, (D) that are
Specially Serviced Mortgage Loans that are not delinquent, or (E) as to
which foreclosure proceedings have been commenced;
(ix) with respect to any REO Mortgage Loan as to which the
related Mortgaged Property became an REO Property during the preceding
calendar month, the Scheduled Principal Balance and the unpaid principal
balance of such Mortgage Loan as of the date it became an REO Mortgage
Loan;
(x) as to any Mortgage Loan repurchased by the Seller or
otherwise liquidated or disposed of during the Related Prepayment
Period, (A) the Loan Number of the related Mortgage Loan and (B) the
amount of proceeds of any repurchase of a Mortgage Loan, Liquidation
Proceeds and/or other amounts, if any, received thereon during the
Related Prepayment Period and the portion thereof included in the
Available Distribution Amount for such Distribution Date;
(xi) with respect to any REO Property included in the Trust Fund
at the close of business on the related Determination Date (A) the Loan
Number of the related Mortgage Loan, (B) the value of such REO Property
based on the most recent appraisal or valuation, and (C) the aggregate
amount of Net Income and other revenues collected by the Special
Servicer with respect to such REO Property during the Related Prepayment
Period and the portion thereof included in the Available Distribution
Amount for such Distribution Date;
(xii) with respect to any REO Property sold or otherwise
disposed of during the Related Prepayment Period and for which a Final
Recovery Determination has been made, (A) the Loan Number of the related
Mortgage Loan and the amount of sale proceeds and other amounts, if any,
received in respect of such REO Property during the Related Prepayment
Period and the portion thereof included in the Available Distribution
Amount for such Distribution Date and (B) the date of the Final Recovery
Determination;
(xiii) with respect to any Mortgage Loan or REO Property as to
which a Final Recovery Determination was made by the Special Servicer
during the Related Prepayment Period, (A) the Loan Number of such
Mortgage Loan or, in the case of an REO Property, of the related
Mortgage Loan, (B) the amount of Liquidation Proceeds
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and/or other amounts, if any, received thereon during such Prepayment
Period and (C) the portion thereof included in the Available
Distribution Amount for such Distribution Date;
(xiv) the aggregate amount of Principal Prepayments (other than
Liquidation Proceeds and Insurance Proceeds) made during the Related
Prepayment Period and any Excess Prepayment Interest Shortfall for such
Distribution Date for each Mortgage Loan Group;
(xv) the amount of Servicing Advances and P&I Advances
outstanding which have been made by the Servicer, the Trustee, or the
Fiscal Agent in the aggregate and by Mortgaged Property or Mortgage
Loan, as the case may be;
(xvi) the aggregate amount of servicing compensation retained by
or paid to the Servicer and the Special Servicer during the Related Due
Period;
(xvii) the amount of any Appraisal Reductions effected during
the Related Due Period on a loan-by-loan basis and the total Appraisal
Reduction effected during the Related Due Period and the total Appraisal
Reduction Amounts as of such Distribution Date on a loan-by-loan basis;
(xviii) the amount by which such distribution in respect of
interest to Holders of each Class of Certificates (other than the Class
P Certificates) was reduced by any Realized Losses of interest,
Additional Expense Losses, Excess Prepayment Interest Shortfalls,
Appraisal Reduction Amounts and Certificate Deferred Interest;
(xix) the amount of Realized Losses and Additional Expense
Losses and Interest Shortfalls, if any, incurred with respect to the
Mortgage Loans during the Related Prepayment Period;
(xx) the amount of any remaining Class Unpaid Interest
Shortfall; and
(xxi) any action taken by the Servicer or the Special Servicer,
as the case may be, with respect to a "due-on-sale" or
"due-on-encumbrance" clause with respect to any Mortgage Loan.
In the case of information furnished pursuant to subclauses (i), (ii), (iv),
(vi), (xviii) and (xx) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per $1,000 of
original Certificate Principal Amount or Notional Amount, as the case may be, of
a Regular Certificate.
EACH DISTRIBUTION DATE STATEMENT SHALL CONTAIN THE FOLLOWING NOTICE:
BY PURCHASING A CLASS B, CLASS C, CLASS D OR CLASS E
CERTIFICATE, EACH PURCHASER SHALL BE DEEMED TO REPRESENT EITHER
THAT IT IS NOT USING ASSETS OF A PLAN SUBJECT TO ERISA OR
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SECTION 4975 OF THE INTERNAL REVENUE CODE OR THAT IT IS
PURCHASING THE CERTIFICATE WITH THE ASSETS OF AN INSURANCE
COMPANY GENERAL ACCOUNT AND THAT THE EXEMPTIVE RELIEF AFFORDED
UNDER SECTION III OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 IS AVAILABLE FOR THE PURCHASE AND HOLDING OF THE
CERTIFICATE BY SUCH PURCHASER.
NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION BY ANY HOLDER OF
A CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS R, CLASS LR
OR CLASS P CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE
PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE
SUBSTANTIALLY IN THE FORM OF PARAGRAPH 3 OF EXHIBIT D TO THE
POOLING AND SERVICING AGREEMENT, TO THE EFFECT THAT SUCH
PROPOSED PURCHASER OR TRANSFEREE IS NOT A PERSON WHICH IS AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE, OR A
GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT
TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO ACQUIRE SUCH
CERTIFICATE OR (II) IF SUCH CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE (WITHOUT REGARD
TO THE IDENTITY OR NATURE OF THE OTHER HOLDERS OF CERTIFICATE OF
ANY CLASS) WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE
FISCAL AGENT, THE CERTIFICATE REGISTRAR, THE SERVICER, THE
SPECIAL SERVICER, THE OPERATING ADVISER, THE EXTENSION ADVISER,
ANY UNDERWRITER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
UNDER ERISA OR SECTION 4975 OF THE CODE.
(b) The Trustee, the Special Servicer or the Servicer shall
provide (to the extent in their respective possession or control) access to the
following reports, documents and information to any Certificateholder,
Beneficial Owner, the Depositor, any other Person reasonably requested by the
Depositor, any Person reasonably determined by such Persons to be a prospective
transferee of a Certificate, and any Person to whom the Trustee, the Servicer or
the Special Servicer, as the case may be, determines such disclosure is
appropriate: (a) this Agreement and any amendments thereto, (b) all Distribution
Date Statements delivered to Certificateholders since the Closing Date, (c) all
Officers' Certificates delivered to, or by, the
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Trustee, the Servicer or the Special Servicer since the Closing Date, (d) all
accountants' reports delivered to the Trustee, the Servicer or the Special
Servicer since the Closing Date, (e) the most recent property inspection report
prepared by or on behalf of the Servicer or the Special Servicer in respect of
each Mortgaged Property and REO Property, (f) the most recent Mortgaged Property
annual operating statements, if any, collected by or on behalf of the Servicer
or the Special Servicer, (g) any and all modifications, waivers and amendments
of the terms of a Mortgage Loan (including any Specially Serviced Mortgage Loan)
entered into by the Servicer and/or the Special Servicer, (h) any and all
Officers' Certificates and other evidence to support the Servicer's, the
Trustee's or the Fiscal Agent's, as the case may be, determination that any
Advance was not or, if made, would not be recoverable, and (i) any and all
reports, information and analysis (other than any report or analysis produced by
the Special Servicer solely for the Operating Adviser) required to be provided
pursuant to the terms hereof by the Servicer, the Special Servicer or the
Trustee, to each other, any Certificateholder, the Depositor or any Underwriter,
provided that (i) the Trustee, the Special Servicer or the Servicer, as the case
may be, shall be entitled to be reimbursed by such Certificateholder, Beneficial
Owner, Person (other than any party hereto, the Operating Adviser and the
Extension Adviser) or prospective transferee for the Trustee's, the Special
Servicer's or the Servicer's actual expenses incurred in providing such reports
and access; and (ii) notwithstanding any other provision hereof, the Trustee,
the Special Servicer or the Servicer shall have no obligation to furnish or
provide access to reports and information under this Section 4.02(b) to the
extent it determines in its reasonable judgment that performing such obligation
is prohibited by applicable law or by the related Mortgage Documents or would
cause it to incur any material liability relating thereto, and the Trustee, the
Special Servicer or the Servicer shall be entitled at its option to require that
recipients of such reports or information agree to such reasonable rules,
procedures and conditions which govern the availability, use and disclosure of
such reports or information and which may provide indemnification to it for any
liability or damage that may arise therefrom.
(c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall send to each Person who at any time during the
calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items provided to Certificateholders pursuant
to Section 4.02(a) above and such other information as may be required to enable
such Certificateholders to prepare their federal income tax returns. Such
information shall include the amount of original issue discount accrued on each
Class of Certificates held by Persons other than Holders exempted from the
reporting requirements and information regarding the expenses of the Trust. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force
(d) On each Distribution Date, the Trustee shall deliver or
cause to be delivered by first class mail to each Certificateholder, the
Depositor, the Servicer, the Special Servicer, the Operating Adviser, and each
Rating Agency (i) a report containing information regarding the Mortgage Loans
as of the end of the Related Due Period (after giving effect to Principal
Prepayments and other collections of principal required to be distributed on
such Distribution Date), which report shall contain substantially the categories
of information
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regarding the Mortgage Loans set forth in the Prospectus Supplement under the
caption "THE TRUST -- Description of the Mortgage Pool" (calculated where
applicable on the basis of the most recent relevant information provided by the
Borrowers to the Servicer or the Special Servicer, as the case may be, and by
the Servicer or the Special Servicer, as the case may be, to the Trustee) and
such information shall be presented in a tabular format substantially similar to
Exhibit Q attached hereto, and (ii) a loan-by-loan listing (in descending
balance order) showing loan name, property type, location, Scheduled Principal
Balance, Mortgage Interest Rate, paid through date, maturity date, net interest
portion of the Scheduled Payment, principal portion of the Scheduled Payment and
any Prepayment Charge. Such loan-by-loan listing will be made available
electronically; provided, however, that the Trustee will provide
Certificateholders with a written copy of such report upon written request.
(e) On each Distribution Date, the Trustee shall deliver or
shall cause to be delivered by first class mail to each Certificateholder, the
Depositor, the Operating Adviser and each Rating Agency a copy of the Top 100
Comparative Financial Status Report, the Delinquent Loan Status Report, the
Historical Loss Estimate Report, the Historical Loan Modification Report, the
REO Status Report and a Watch List (indicating those Mortgage Loans that the
Servicer has determined are in jeopardy of becoming Specially Serviced Mortgage
Loans) provided by the Servicer to the Trustee pursuant to Section 3.13(b) and
3.13(d) on or after the related Determination Date. The information that
pertains to Specially Serviced Mortgage Loans and REO Properties reflected in
such reports shall be based solely upon the reports delivered by the Special
Servicer to the Servicer prior to the related Distribution Date. Absent manifest
error, none of the Servicer, the Special Servicer or the Trustee shall be
responsible for the accuracy or completeness of any information supplied to it
by a Borrower or third party that is included in any reports, statements,
materials or information prepared or provided by the Servicer, the Special
Servicer or the Trustee, as applicable.
The Trustee shall deliver a copy of each Operating Statement
Analysis report NOI Adjustment Worksheet and Comparative Financial Status Report
that it receives from the Servicer to the Depositor, the Operating Adviser and
each Rating Agency promptly after its receipt thereof. Upon request, the Trustee
will make such reports available to the Certificateholders and the Special
Servicer.
(f) If any Beneficial Owner does not receive through the
Depository or any of its Agent Members any of the statements, reports and/or
other written information described above in this Section 4.02 that it would
otherwise be entitled to if it were the Holder of a Definitive Registered
Certificate evidencing its ownership interest in the related Class of Global
Certificates, then the Trustee shall mail or cause the mailing of such
statements, reports and/or other written information to such Beneficial Owner
upon the request of such Beneficial Owner made in writing to the Corporate Trust
Office (accompanied by verification of such Beneficial Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be available to any Person via overnight courier
delivery or telecopy from the Trustee; provided that the cost of such overnight
courier delivery or telecopy shall be an expense of the party requesting such
information.
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(g) The Trustee shall provide to the Certificateholders, the
Depositor, the Rating Agencies, the Operating Adviser and Bloomberg, L.P., on a
computerized database accessible by modem, current information regarding the
items listed on Schedule 1 hereto to the extent such information has been
received from the Servicer.
(h) Subject to the proviso set forth in Section 4.02(b), the
Trustee shall provide to any Certificateholder upon request copies of any
reports received by the Trustee from the Servicer or the Special Servicer or any
other information relating to the Mortgage Loans or the Trust in the possession
of the Trustee that the Trustee is not otherwise obligated by the terms of this
Agreement to deliver to Certificateholders. The Trustee will be permitted to
require payment by the requesting party of a sum sufficient to cover the
reasonable costs and expenses of providing such copies.
(i) Upon the reasonable written request of either Rating
Agency, the Trustee shall deliver to such Rating Agency such other reasonable
information regarding the Trust Fund, the Lower-Tier Regular Interests, the
Certificates or the Mortgage Loans as such Rating Agency shall reasonably
require in order to monitor the transactions contemplated hereby.
(j) Based upon reports, documents and other information
provided to the Trustee by the Servicer pursuant to this Agreement, the Trustee
shall file with the Commission, in respect of the Trust, the Lower-Tier Regular
Interests and the Certificates, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) required to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act. The Depositor shall reimburse the Trustee for
expenses incurred in connection with the filings required under this Section
4.02(j), including but not limited to, fees payable to the Trustee's counsel. In
addition, in the event that the Depositor determines that electronic filing
through the EDGAR System is required, the Depositor may either (x) pay a fee to
the Trustee that will be determined by the Trustee and the Depositor for each
filing by the Trustee as compensation for the processing of such filing, or (y)
cause the filing to be processed by the Depositor or its designee upon receipt
from the Trustee of the reports, documents and other information described
above. Notwithstanding the foregoing, the Depositor shall file with the
Commission, within fifteen days after the Closing Date, a Current Report on Form
8-K together with this Agreement.
(k) Subject to the proviso set forth in Section 4.02(b)
(except with respect to any Rating Agency), the Trustee shall make available at
its offices, during normal business hours, upon not less than two Business Day's
prior notice, for review by any Certificateholder, the Depositor, the Operating
Adviser, the Extension Adviser, the Servicer, the Special Servicer, either
Rating Agency, and any other Person to whom the Depositor believes such
disclosure is appropriate, originals or copies of documents relating to the
Mortgage Loans and any related REO Properties to the extent in its possession,
including, without limitation, the following items (except to the extent
prohibited by applicable law or by the terms of any of the Mortgage Documents):
(i) this Agreement and any amendments
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thereto; (ii) all Distribution Date Statements delivered to the
Certificateholders since the Closing Date; (iii) all annual Officers'
Certificates and all accountants' reports delivered by the Servicer or Special
Servicer to the Trustee since the Closing Date regarding compliance with the
relevant agreements; (iv) the most recent property inspection report prepared by
or on behalf of the Servicer or the Special Servicer in respect of each
Mortgaged Property; (v) the most recent annual (or more frequent, if available)
operating statements, rent rolls (to the extent such rent rolls have been made
available by the related Borrower) and/or lease summaries, if any, collected by
or on behalf of the Servicer or the Special Servicer in respect to each
Mortgaged Property; (vi) any and all modification, waivers and amendments of the
terms of a Mortgage Loan entered into by the Servicer and/or the Special
Servicer; (vii) any and all Officers' Certificates and other evidence delivered
to or by the Trustee to support the Servicer's, the Trustee's or the Fiscal
Agent's, as the case may be, determination that any Advance, if made, would be a
Nonrecoverable Advance; and (viii) any other materials not otherwise required to
be provided hereunder provided to a requesting Certificateholder as provided in
this Agreement in situations where such requesting Certificateholder declined to
enter into a confidentiality agreement with the Servicer. Copies of any and all
of the foregoing items will be available from the Trustee upon request. The
Trustee will be permitted to require payment by the requesting party of a sum
sufficient to cover the reasonable costs and expenses of making such information
available and providing any copies thereof. The Trustee's obligation under this
Section 4.02(k) to make available any document is subject to the Trustee's
receipt of such document.
The Trustee shall provide access to the information in the
Distribution Date Statements referred to in Section 4.02(a) telephonically
through the Trustee's ASAP System or by such other mechanism as the Trustee may
have in place from time to time.
Until such time as Definitive Registered Certificates are issued
in respect of the Global Certificates, the information and access to the
information set forth in this Section 4.02 will be available to the Beneficial
Owners only to the extent it is forwarded by, or otherwise available through,
the Depository and its participating organizations. Any Beneficial Owner who
does not receive such information through the Depository or its Agent Members or
who believes the Depository will not seek to obtain access to such information
may request that Trustee reports be mailed directly to it by written request to
the Trustee (accompanied by verification of such Beneficial Owner's interest) at
the Corporate Trust Office of the Trustee. The manner in which notices and other
communications are conveyed by the Depository to its Agent Members and by its
Agent Members to Beneficial Owners, will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time. The Servicer, the Special Servicer, the Trustee, the Fiscal Agent
and the Depositor 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.
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SECTION 4.03. Remittance Reports.
(a) On or prior to the third Business Day after each
Determination Date, but in any event no later than three Business Days prior to
the Distribution Date, the Servicer shall deliver or cause to be delivered to
the Trustee, the Paying Agent, and the Special Servicer a single report, in
writing and on a computer-readable medium, in form reasonably acceptable to the
Trustee, setting forth such information regarding the Mortgage Loans as will
permit the Trustee to calculate the amounts to be distributed to
Certificateholders pursuant to Section 4.01 and to furnish statements to
Certificateholders pursuant to Section 4.02 (the amounts and allocations of
payments, collections, fees and expenses with respect to Specially Serviced
Mortgage Loans and REO Property shall be based upon the report delivered by the
Special Servicer to the Servicer on or prior to the related Determination Date
pursuant to paragraph (b) below), and which may include, without limitation, the
following information:
(i) the amount of funds contained in the Collection Account as
of the related Determination Date;
(ii) the aggregate amount attributable to Prepayment Charges
that is to be transferred from the Collection Account to the Lower-Tier
Distribution Account on such Servicer Remittance Date;
(iii) the aggregate amount of any proposed P&I Advances (stating
principal and interest Advances separately) to be made by the Servicer
on or prior to the Servicer Remittance Date;
(iv) [Intentionally Deleted];
(v) the amount of the Servicing Fees, Special Servicing Fees and
Workout Fees (broken down by type) and other servicing compensation with
respect to the Mortgage Loans for the Related Due Period, specifying the
items and amounts of such other servicing compensation payable to the
Servicer and the Special Servicer, and the amount of any adjustment to
the Servicing Fee pursuant to Section 3.12(a);
(vi) the number and aggregate outstanding principal balance
(after giving effect to amounts collected during the Related Prepayment
Period with respect to Scheduled Payments due in the Related Due Period
and other payments made in the Related Prepayment Period) of Mortgage
Loans as of the close of the applicable Due Period (A) remaining
outstanding, (B) delinquent 30-59 days, (C) delinquent 60-89 days, (D)
delinquent 90 days or more but not in foreclosure, (E) in foreclosure
but not REO Property, (F) which have become REO Property during such
Prepayment Period, (G) which were REO Property as of the close of
business at the end of the Related Prepayment Period and (H) the terms
of which have been modified during the Prepayment Period pursuant to
this Agreement;
(vii) the number and outstanding principal balance of each
Specially Serviced Mortgage Loan;
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(viii) with respect to any REO Property that was included in the
Trust Fund as of the close of business on such Determination Date, the
Loan Number of the related REO Mortgage Loan, the value of such REO
Property based on the most recent appraisal or valuation, the amount of
Net Income and other amounts, if any, received on such REO Property
during the Related Prepayment Period and the portion thereof to be
transferred from the Collection Account to the Distribution Account on
the related Servicer Remittance Date, and with respect to any such REO
Property which became an REO Property during the Prepayment Period
ending on such Determination Date, the outstanding principal balance and
Scheduled Principal Balance of the related REO Mortgage Loan as of the
related date of acquisition of the REO Property by the Trust;
(ix) upon a Final Recovery Determination, the amount of Realized
Losses and Additional Trust Fund Expenses occurring during the Related
Prepayment Period, setting forth on a Mortgage Loan-by-Mortgage Loan
basis and setting forth separately the interest and principal components
thereof;
(x) upon a Final Recovery Determination, the aggregate amount of
Realized Losses on Mortgage Loans for the Related Prepayment Period due
to earthquakes and floods;
(xi) the number and outstanding principal balance of each
Mortgage Loan with respect to which a material default has occurred as
to which the Servicer has actual knowledge or a Scheduled Payment is
more than 30 days past due;
(xii) the aggregate amount of Liquidation Proceeds and
Liquidation Expenses;
(xiii) such other information on a Mortgage Loan-by-Mortgage
Loan basis as the Trustee shall reasonably request in writing
(including, without limitation, information with respect to any
modifications of any Mortgage Loan, any Mortgage Loans in default or
foreclosure, the operation and disposition of REO Property and the
assumption of any Mortgage Loan); and
(xiv) with respect to any Mortgage Loan, any action taken by the
Servicer or Special Servicer with respect to a "due-on-sale" or
"due-on-encumbrance" clause.
The Servicer shall prepare the items provided for in clauses (i),
(ii), (iii) (iv), (vii), (viii), (ix), (x), (xi), and (xiii) on both an
aggregate basis and a Mortgage Loan Group-by-Mortgage Loan Group basis. The
Servicer shall also deliver or cause to be delivered to the Trustee on the same
dates the foregoing reports are delivered a report, in writing and in
computer-readable medium, in form reasonably acceptable to the Trustee, the
information with respect to the Mortgage Loans necessary for the Trustee to
prepare the tables with respect to each Mortgage Loan Group set forth in the
Prospectus taking into effect the changes in the Mortgage Loans in the Related
Due Period and Prepayment Period.
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(b) The Special Servicer shall provide to the Servicer at the
request of the Servicer any information in its possession with respect to the
Specially Serviced Mortgage Loans which the Servicer shall reasonably require in
order for the Servicer to comply with its obligations under this Agreement, and
the Servicer shall provide the Special Servicer at the request of the Special
Servicer any information in its possession with respect to the Mortgage Loans
which the Special Servicer shall reasonably require in order for the Special
Servicer to comply with its obligations under this Agreement.
(c) On or prior to each Determination Date, the Special
Servicer shall forward to the Servicer, the Operating Adviser, and the Rating
Agencies a statement, setting forth the status of each REO Account as of the
close of business on the immediately preceding Special Servicer Determination
Date, stating that all distributions required by this Agreement to be made by
the Special Servicer have been made (or, if, any required distribution that has
not been made by the Special Servicer, specifying the nature and status thereof)
and showing, for the period from the day following the preceding Special
Servicer Remittance Date, to such Special Servicer Remittance Date, the
aggregate of deposits into and withdrawals from each REO Account for each
category of deposit specified in Section 3.17 and each category of withdrawal
specified in Section 3.17. The Special Servicer shall also deliver to the
Servicer and the Trustee, upon reasonable request of the Servicer or the
Trustee, such request to be in writing, any and all additional information
relating to the Specially Serviced Mortgage Loans.
(d) The Servicer shall deliver without charge to the
Depositor, the Trustee and the Underwriters, not later than each Distribution
Date, an updated Mortgage Loan Schedule revised to reflect current data
concerning each Mortgage Loan (including each REO Mortgage Loan) as of the
related Determination Date after giving effect to any modifications, and
containing notes indicating the status of any REO Property and any significant
actions being taken with respect thereto, which updated schedule may be an
identifiable component of another report delivered by the Servicer hereunder.
Such information to be provided by the Servicer with respect to each Mortgage
Loan, other than an REO Mortgage Loan, shall be provided by the Servicer in
electromagnetic disk format. To the extent any information respecting any REO
Mortgage Loan to be provided by the Servicer under this Section 4.03(d) has been
provided to the Servicer by the Special Servicer in electromagnetic disc format,
such information shall be provided by the Servicer to the Depositor, the Trustee
and the Underwriters in such format (and otherwise in hard copy format). The
Servicer shall make such disks available to any Certificateholders on request.
(e) Notwithstanding any other provision of this Agreement, the
Servicer and Special Servicer, as the case may be, shall be entitled to
conclusively rely on, and shall not be responsible for, absent manifest error,
the content or accuracy of any information provided to it by the Special
Servicer, in the case of the Servicer, or the Servicer, in the case of the
Special Servicer, pursuant to this Agreement.
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SECTION 4.04. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
Trustee (or its agent) shall comply with all federal withholding requirements
with respect to payments to Certificateholders and others of interest or
original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for any
such withholding. In the event the Trustee (or its Agent) withholds any amount
from payments that would otherwise be made to any Certificateholders pursuant to
federal withholding requirements, the Trustee shall indicate to such
Certificateholder the amount so withheld. If the Trustee or its agent reasonably
determines that a more accurate determination of the amount required to be
withheld from a distribution to a Class R or Class LR Certificateholder can be
made within a reasonable period after the scheduled date for such distribution,
it may hold such distribution in trust for such Certificateholder until such
determination can be made. Without limiting the foregoing, the Trustee agrees
that it (or its agent) will not withhold with respect to payments of interest or
original issue discount in the case of a Certificateholder (other than the
Holder of a Class R or Class LR Certificate) that has furnished or caused to be
furnished an effective Form W-8 or Form 4224 (or acceptable substitute forms) or
successor forms and who is not a "10-percent shareholder" within the meaning of
the Code Section 871(h)(3)(B) or a "controlled foreign corporation" described in
Code Sections 881(c)(3)(C) and 957 with respect to the Upper-Tier REMIC, the
Lower-Tier REMIC or the Depositor.
SECTION 4.05. REMIC Compliance.
The parties intend that the Trust formed hereby shall constitute,
and that the affairs of the Trust shall be conducted so as to qualify it as, two
separate "real estate mortgage investment conduits" as defined in, and in
accordance with, the REMIC Provisions, namely, the Lower-Tier REMIC and the
Upper-Tier REMIC, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, the Trustee shall, to the
extent permitted by applicable law, act as agent, and is hereby appointed to act
as agent, of each of the Lower-Tier REMIC and the Upper-Tier REMIC and shall on
behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC: (i) in a timely
manner, prepare, sign and file, or cause to be prepared, submitted to the
Trustee for signature and filed, all required federal, state and local tax and
information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC,
including, but not limited to, Form 1066, for each of the Lower-Tier REMIC and
the Upper-Tier REMIC, using the calendar year as the taxable year for each of
the Upper-Tier REMIC and the Lower-Tier REMIC, when and as required by the REMIC
Provisions and other applicable federal income tax laws and any applicable state
or local income or franchise tax laws; (ii) make an election, on behalf of each
of the Lower-Tier REMIC and the Upper-Tier REMIC, to be treated as a REMIC on
Form 1066 for its first taxable year, in accordance with the REMIC Provisions;
(iii) prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders, the Internal Revenue Service and applicable state and local
tax authorities all information reports as and when required to be provided to
them in accordance with the REMIC Provisions or the Code or comparable
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provisions of state or local law; (iv) if the filing or distribution of any
documents of an administrative nature not addressed in clauses (i) through (iii)
of this Section 4.05 is then required by the REMIC Provisions in order to
maintain the status of each of the Lower-Tier REMIC and the Upper-Tier REMIC as
a REMIC, prepare, file and sign or distribute, or cause to be prepared and filed
and signed or distributed, such documents with or to such Persons when and as
required by the REMIC Provisions; (v) within thirty days of the Closing Date,
furnish or cause to be furnished to the Internal Revenue Service, on Form 8811
or as otherwise may be required by the Code, the name, title and address of the
Person that the Holders of the Certificates may contact for tax information
relating thereto (and the Trustee shall act as the representative of each of the
Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such
additional information as may be required by such Form, and shall update such
information at the time or times and in the manner required by the Code; and
(vi) maintain such records relating to each of the Lower-Tier REMIC and the
Upper-Tier REMIC as may be necessary to prepare the foregoing returns,
schedules, statements or information. The Trustee shall be compensated for its
services pursuant to Section 8.05 and the services contemplated by this Section
4.05 shall not be separately compensated. The Holder of the largest Percentage
Interest of each of the Class R and Class LR Certificates shall be the "tax
matters person" for the Upper-Tier REMIC and the Lower-Tier REMIC, respectively,
pursuant to Treasury Regulations Section 1.860F-4(d), and the Trustee is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the tax matters person. The Holder of any Class R or Class
LR Certificate, by purchasing such Certificate, (A) shall be deemed to consent
to the appointment of (i) the Holder of the largest Percentage Interest in the
Class R or Class LR Certificates as the tax matters person for the Upper-Tier
REMIC or Lower-Tier REMIC, as applicable, and (ii) the Trustee as
attorney-in-fact and agent for each such tax matters person, and (B) agree to
execute any documents required to give effect to (A) above. The Trustee shall
not intentionally take any action or intentionally omit to take any action if,
in taking or omitting to take such action, the Trustee knows that such action or
omission (as the case may be) would cause the termination of the REMIC status of
the Upper-Tier REMIC or the Lower-Tier REMIC or the imposition of tax on the
Upper-Tier REMIC or the Lower-Tier REMIC; provided, however, that the Trustee
shall not be required to take any action in this regard that the Trustee in good
faith believes to be inconsistent with any other provision of this Agreement. In
this regard, the Trustee shall (i) exercise reasonable care not to allow the
creation of any "interests" in the Upper-Tier REMIC or the Lower-Tier REMIC
within the meaning of Code Section 860D(a)(2) other than the interests
represented by the Certificates and the Lower-Tier Interests; (ii) except as
otherwise expressly permitted herein, not sell any asset of the Trust Fund and
exercise reasonable care not to allow the occurrence of any other "prohibited
transactions" within the meaning of Code Section 860F(a), unless the party
seeking such action shall have obtained an Opinion of Counsel that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject the
Upper-Tier REMIC or the Lower-Tier REMIC to tax (other than a tax at the highest
marginal corporate tax rate on net income from foreclosure property), or (c)
cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as two
separate REMICs; and (iii) exercise reasonable care not to allow the Upper-Tier
REMIC or the Lower-Tier REMIC to receive income from the performance of
services, other than as expressly contemplated by this Agreement, or from assets
not permitted under the REMIC Provisions to be held by a
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REMIC. The Depositor, the Servicer and the Special Servicer shall cooperate in a
timely manner with the Trustee in supplying any information within the
Depositor's, the Servicer's or the Special Servicer's control (other than any
confidential information) that is reasonably necessary to enable the Trustee to
perform its duties under this Section 4.05.
SECTION 4.06. Imposition of Tax on either the Lower-Tier REMIC
or the Upper-Tier REMIC.
In the event that any applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, such tax
shall be charged against amounts otherwise distributable to the Holders of the
Certificates, except as provided in the last sentence of this Section 4.06;
provided, that with respect to the estimated amount of tax imposed on any "net
income from foreclosure property" pursuant to Code Section 860G(d) or any
similar tax imposed by a state or local tax authority, the Special Servicer
shall retain in the related REO Account a reserve for the payment of such taxes
in such amounts and at such times as it shall deem appropriate (or as advised by
the Trustee in writing), and shall remit to the Trustee such reserved amounts as
the Trustee shall request in order to pay such taxes. Except as provided in the
preceding sentence, the Servicer shall pay to the Trustee (or the Paying Agent
acting on its behalf) upon request from the Collection Account sufficient funds
to pay or provide for the payment of, and to actually pay, such tax as is
estimated to be legally owed by either the Lower-Tier REMIC or the Upper-Tier
REMIC (but such authorization shall not prevent the Trustee from contesting, at
the expense of the Trust (other than as a consequence of a breach of its
obligations under this Agreement), any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The Trustee (and such Paying Agent) are hereby authorized to
and shall segregate, into a separate non-interest bearing account, the net
income from any "prohibited transaction" under Code Section 860F(a) or the
amount of any taxable contribution to the Lower-Tier REMIC or Upper-Tier REMIC
after the Startup Day that is subject to tax under Code Section 860G(d) and use
such income or amount, to the extent necessary, to pay such prohibited
transactions tax. To the extent that any such tax is paid to the Internal
Revenue Service, the Trustee (or such Paying Agent) shall retain an equal amount
from future amounts otherwise distributable to the Holders of Residual
Certificates (as applicable) and shall distribute such retained amounts, (x) in
the case of the Lower-Tier REMIC, to the Holders of the Lower-Tier Regular
Interests to the extent they are fully reimbursed and then to the Holders of the
Class LR Certificates in the manner specified in Section 4.01 and (y) in the
case of the Upper-Tier REMIC, to the Holders of Class A, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class I, Class J, Class P and Class X
Certificates, as applicable, in the manner specified in Section 4.01, to the
extent they are fully reimbursed and then to the Holders of Class R
Certificates. The Trustee, the Servicer or the Special Servicer shall not be
responsible for any taxes imposed on either the Lower-Tier REMIC or the
Upper-Tier REMIC except to the extent such taxes arise as a consequence of a
breach of their respective obligations under this Agreement.
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SECTION 4.07. Allocation of Realized Losses and
Additional Expense Losses.
(a) On each Distribution Date, the Trustee shall allocate to
the respective Classes of Lower-Tier Regular Interests the aggregate of all
Realized Losses of interest that were incurred at any time following the Cut-Off
Date through the end of the Related Prepayment Period and that were not
previously allocated pursuant to this Section 4.07(a) on any prior Distribution
Date, to reduce Uncertificated Accrued Interest with respect to such Classes of
Lower-Tier Regular Interests, in the following order of priority:
(i) to the Class LJ Interest, until the Uncertificated Accrued
Interest for such Class has been reduced to zero;
(ii) to the Class LI Interest, until the Uncertificated Accrued
Interest for such Class has been reduced to zero;
(iii) to the Class LH Interest, until the Uncertificated Accrued
Interest for such Class has been reduced to zero;
(iv) to the Class LG Interest, until the Uncertificated Accrued
Interest for such Class has been reduced to zero;
(v) to the Class LF Interest, until the Uncertificated Accrued
Interest for such Class has been reduced to zero;
(vi) to the Class LE Interest, until the Uncertificated Accrued
Interest for such Class has been reduced to zero;
(vii) to the Class LD Interest, until the Class D Fraction of
the Uncertificated Accrued Interest for such Class has been reduced to
zero;
(viii) to the Class LC Interest, until the Class C
Fraction of the Uncertificated Accrued Interest for such Class has been
reduced to zero;
(ix) to the Class LB Interest, until the Class B Fraction
of the Uncertificated Accrued Interest for such Class has been reduced
to zero;
(x) to the Class LA-1A, Class LA-1B, Class LA-1C and Class
LX-1 Interests and Class LB, Class LC and Class LD Interests, the
remaining balance, if any, of any Realized Losses of interest on Group 1
Mortgage Loans, pro rata based on the Uncertificated Accrued Interest on
each such Lower-Tier Regular Interest (or the Component B Fraction,
Component C Fraction and Component D Fraction of the Uncertificated
Accrued Interest with respect to Class LB, Class LC and Class LD
Interests, respectively) for such Distribution Date prior to giving
effect to such allocation of Realized Losses, until the Uncertificated
Accrued Interest for each such
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Lower-Tier Regular Interest (or the Component B Fraction, Component C
Fraction and Component D Fraction thereof) has been reduced to zero; and
(xi) to the Class LA-2A, Class LA-2B, and the Class LX-2
Interests, the remaining balance, if any, of any Realized Losses of
interest on the Group 2 Mortgage Loans, pro rata based on the
Uncertificated Accrued Interest on each such Lower-Tier Regular Interest
for such Distribution Date prior to giving effect to such allocation of
Realized Losses, until the Uncertificated Accrued Interest for each such
Lower-Tier Regular Interest has been reduced to zero.
Solely for purposes of determining the extent to which Realized
Losses of interest are allocable from Group 1 or Group 2 Mortgage Loans pursuant
to clauses (ix) and (x) above on the first Distribution Date on which Realized
Losses of interest are allocated to any of the Class LA-1A, Class LA-1B, Class
LA-1C, Class LX-1, Class LA-2A, Class LA-2B or Class LX-2 Interests, such
Realized Losses of interest shall be deemed to be allocable from Realized Losses
of interest with respect to such Mortgage Loan Groups, pro rata based on the
respective amounts of Realized Losses of interest from each such Mortgage Loan
Group to be allocated on such Distribution Date.
(b) On each Distribution Date, the Trustee shall allocate to
the respective Classes of Lower-Tier Regular Interests the aggregate of all
Realized Losses of principal (other than the PO Percentage of Realized Losses of
principal on Discount Mortgage Loans) that were incurred at any time following
the Cut-Off Date through the end of the Related Prepayment Period and that were
not previously allocated pursuant to this Section 4.07(b) or any prior
Distribution Date, to reduce the outstanding Lower-Tier Principal Amounts of
such Classes of Lower-Tier Regular Interests, in the following order of
priority:
(i) to the Class LJ, Class LI, Class LH, Class LG, Class
LF, Class LE, Class LD, Class LC and Class LB Interests, in that order,
any Realized Losses of principal on the Mortgage Loans (other than the
PO Percentage of Realized Losses of principal on Discount Mortgage
Loans) until the Lower-Tier Principal Amounts of such Classes have been
reduced to zero;
(ii) to the Class LA-1A, Class LA-1B and Class LA-1C
Interests, any Realized Losses of principal on Group 1 Mortgage Loans
(other than the PO Percentage of Realized Losses of principal on
Discount Mortgage Loans), pro rata based on the Lower-Tier Principal
Amounts of such Lower-Tier Regular Interests following the preceding
Distribution Date, until the remaining Lower-Tier Principal Amounts
thereof have been reduced to zero; and
(iii) to the Class LA-2A and Class LA-2B Interests, any
Realized Losses of principal on the Group 2 Mortgage Loans (other than
the PO Percentage of Realized Losses of principal on Discount Mortgage
Loans), pro rata based on the Lower-Tier Principal Amounts of such
Lower-Tier Regular Interests following the preceding Distribution Date,
until the remaining Lower-Tier Principal Amounts thereof have been
reduced to zero.
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Solely for purposes of determining the extent to which Realized
Losses of principal are allocable from Group 1 or Group 2 Mortgage Loans
pursuant to clauses (ii) and (iii) above on the first Distribution Date on which
Realized Losses of principal are allocated to any of the Class LA-1A, Class
LA-1B, Class LA-1C, Class LA-2A or Class LA-2B Interests, such Realized Losses
of principal shall be deemed to be allocable from Realized Losses of principal
with respect to such Mortgage Loan Groups, pro rata based on the respective
amounts of Realized Losses of principal from each such Mortgage Loan Group to be
allocated on such Distribution Date.
(c) On each Distribution Date, with respect to the Discount
Mortgage Loans, the Trustee shall allocate solely to the Class LP Interest, the
PO Percentage of all Realized Losses of principal on the Discount Mortgage Loans
that were incurred at any time following the Cut-Off Date through the end of the
Related Prepayment Period and that were not previously allocated pursuant to
this Section 4.07(c) on any prior Distribution Date.
(d) On each Distribution Date, any Realized Losses of
principal will be allocated to reduce the Certificate Principal Amounts of the
Corresponding Upper-Tier Classes in the same manner and in the same priority as
Realized Losses of principal are allocated to the Corresponding Lower-Tier
Classes.
On each Distribution Date, any Realized Losses of interest will
be allocated to the Regular Certificates (other than the Class P Certificates):
(i) to the Class J, Class I, Class H, Class G, Class F,
Class E, Class D, Class C, Class B Certificates, in that order, to
reduce the Accrued Certificate Interest on such Class with respect to
such Distribution Date;
(ii) with respect to any remaining Realized Losses of
interest for such Distribution Date with respect to the Group 1 Mortgage
Loans, to the Class A-1A, Class A-1B, Class A-1C, Class X-1 and Class
X-1A Certificates, pro rata based upon the Accrued Certificate Interest
on each such Class for such Distribution Date; and
(iii) with respect to any remaining Realized Losses of
interest for such Distribution Date with respect to the Group 2 Mortgage
Loans, to the Class A-2A, Class A-2B, Class X-2 and Class X-2A
Certificates, pro rata based upon the Accrued Certificate Interest on
each such Class for such Distribution Date.
Solely for purposes of determining the extent to which Realized
Losses of interest are allocable from Group 1 or Group 2 Mortgage Loans pursuant
to clauses (ii) and (iii) above on the first Distribution Date on which Realized
Losses of interest are allocated to any Senior Certificates, such Realized
Losses of interest shall be deemed to be allocable from Realized Losses of
interest with respect to the respective Mortgage Loan Groups, pro rata based on
the respective amounts of Realized Losses of interest from each such Mortgage
Loan Group to be allocated on such Distribution Date.
(e)(1) On each Distribution Date, the Trustee shall allocate to
the respective Classes of Lower-Tier Interests the aggregate of all Additional
Expense Losses that were
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incurred at any time following the Cut-Off Date through the end of the Related
Prepayment Period and that were not previously allocated pursuant to this
Section 4.07(e) on any prior Distribution Date, to reduce the Lower-Tier
Principal Amount or Uncertificated Accrued Interest, as applicable, with respect
to such Class of Lower-Tier Regular Interests remaining after making allocations
pursuant to subsection (b) above, in the following order of priority:
(i) to the Class LJ Interest, to reduce the Uncertificated
Accrued Interest with respect to such Class until such Uncertificated
Accrued Interest has been reduced to zero;
(ii) to the Class LI Interest, to reduce the
Uncertificated Accrued Interest with respect to such Class until such
Uncertificated Accrued Interest has been reduced to zero;
(iii) to the Class LH Interest, to reduce the
Uncertificated Accrued Interest with respect to such Class until such
Uncertificated Accrued Interest has been reduced to zero;
(iv) to the Class LG Interest, to reduce the
Uncertificated Accrued Interest with respect to such Class until such
Uncertificated Accrued Interest has been reduced to zero;
(v) to the Class LF Interest, to reduce the Uncertificated
Accrued Interest with respect to such Class until such Uncertificated
Accrued Interest has been reduced to zero;
(vi) to the Class LJ Interest, to reduce its Lower-Tier
Principal Amount, until such Lower-Tier Principal Amount has been
reduced to zero;
(vii) to the Class LI Interest, to reduce its Lower-Tier
Principal Amount, until such Lower-Tier Principal Amount has been
reduced to zero;
(viii) to the Class LH Interest, to reduce its Lower-Tier
Principal Amount, until such Lower-Tier Principal Amount has been
reduced to zero;
(ix) to the Class LG Interest, to reduce its Lower-Tier
Principal Amount, until such Lower-Tier Principal Amount has been
reduced to zero;
(x) to the Class LF Interest, to reduce its Lower-Tier
Principal Amount, until such Lower-Tier Principal Amount has been
reduced to zero;
(xi) to the Class LE Interest, to reduce its Lower-Tier
Principal Amount, until such Lower-Tier Principal Amount has been
reduced to zero;
(xii) to the Class LD Interest, to reduce its Lower-Tier
Principal Amount, until such Lower-Tier Principal Amount has been
reduced to zero;
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(xiii) to the Class LC Interest, to reduce its Lower-Tier
Principal Amount, until such Lower-Tier Principal Amount has been
reduced to zero;
(xiv) to the Class LB Interest, to reduce its Lower-Tier
Principal Amount, until such Lower-Tier Principal Amount has been
reduced to zero;
(xv) to the Class LA-1A, Class LA-1B, Class LA-1C, Class
LA-2A and Class LA-2B Interests, pro rata based on the Lower-Tier
Principal Amounts of such Lower-Tier Regular Interests, to reduce each
such Class' Lower-Tier Principal Amount, until such Lower-Tier Principal
Amount has been reduced to zero;
(xvi) to the Class LE Interest, to reduce the
Uncertificated Accrued Interest with respect to such Class until such
Uncertificated Accrued Interest has been reduced to zero;
(xvii) to the Class LD Interest, to reduce the
Uncertificated Accrued Interest with respect to such Class until the
Class D Fraction of such Uncertificated Accrued Interest has been
reduced to zero;
(xviii) to the Class LC Interest, to reduce the
Uncertificated Accrued Certificate Interest with respect to such Class
until the Class C Fraction of such Uncertificated Accrued Interest has
been reduced to zero;
(xix) to the Class LB Interest, until the Uncertificated
Accrued Interest with respect to such Class until the Class B Fraction
of such Uncertificated Accrued Interest has been reduced to zero; and
(xx) to the Class LA-1A, Class LA-1B, Class LA-1C, Class
LA-2A, Class LA-2B, Class LB, Class LC, Class LD, Class LX-1 and Class
LX-2 Interests, the remaining balance, if any, of any Additional Expense
Losses, pro rata based on the Uncertificated Accrued Interest on each
such Lower-Tier Regular Interest (or the Component B Fraction, Component
C Fraction and Component D Fraction of the Uncertificated Accrued
Interest with respect to the Class LB, Class LC and Class LD Interests,
respectively) for such Distribution Date, to reduce such Uncertificated
Accrued Interest with respect to such Class (or the Component B
Fraction, Component C Fraction or Component D Fraction thereof) until
such Uncertificated Accrued Interest has been reduced to zero.
(2) In the event that any Additional Expense Losses which have
previously been allocated to the Lower-Tier Regular Interests pursuant to
Section 4.07(e)(1) are recovered by the Trust, such recoveries (to the extent
not previously distributed pursuant to this Section 4.07(e)(2)) shall be
allocated among the Classes of Lower-Tier Regular interests pro rata, based upon
the amount of Additional Expense Losses that have previously been allocated to
each such Class. On each Distribution Date, the Trustee (or the Paying Agent)
shall deposit the amount of any such recoveries in the Upper-Tier Distribution
Account, and such amount shall be deemed to be distributed to the Trustee as
Holder of the Lower-Tier Regular Interests.
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(f)(1) On each Distribution Date, the Trustee shall allocate to
the respective Classes of Regular Certificates the aggregate of all Additional
Expense Losses that were incurred at any time following the Cut-Off Date through
the end of the Related Prepayment Period and that were not previously allocated
pursuant to this Section 4.07(f) on any prior Distribution Date, to reduce the
Certificate Principal Amount or Accrued Certificate Interest for such
Distribution Date, as applicable, with respect to such Class of Regular
Certificates, in the following order of priority and in each case to the extent
of amounts remaining after allocations pursuant to subsection (d) above:
(i) to the Class J Certificates, to reduce the Accrued
Certificate Interest with respect to such Class until such Accrued
Certificate Interest has been reduced to zero;
(ii) to the Class I Certificates, to reduce the Accrued
Certificate Interest with respect to such Class until such Accrued
Certificate Interest has been reduced to zero;
(iii) to the Class H Certificates, to reduce the Accrued
Certificate Interest with respect to such Class until such Accrued
Certificate Interest has been reduced to zero;
(iv) to the Class G Certificates, to reduce the Accrued
Certificate Interest with respect to such Class until such Accrued
Certificate Interest has been reduced to zero;
(v) to the Class F Certificates, to reduce the Accrued
Certificate Interest with respect to such Class until such Accrued
Certificate Interest has been reduced to zero;
(vi) to the Class J Certificates, to reduce their
Certificate Principal Amount, until such Certificate Principal Amount
has been reduced to zero;
(vii) to the Class I Certificates, to reduce their
Certificate Principal Amount, until such Certificate Principal Amount
has been reduced to zero;
(viii) to the Class H Certificates, to reduce their
Certificate Principal Amount, until such Certificate Principal Amount
has been reduced to zero;
(ix) to the Class G Certificates, to reduce their
Certificate Principal Amount, until such Certificate Principal Amount
has been reduced to zero;
(x) to the Class F Certificates, to reduce their
Certificate Principal Amount, until such Certificate Principal Amount
has been reduced to zero;
(xi) to the Class E Certificates, to reduce their
Certificate Principal Amount, until such Certificate Principal Amount
has been reduced to zero;
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(xii) to the Class D Certificates, to reduce their
Certificate Principal Amount, until such Certificate Principal Amount
has been reduced to zero;
(xiii) to the Class C Certificates, to reduce their
Certificate Principal Amount, until such Certificate Principal Amount
has been reduced to zero;
(xiv) to the Class B Certificates, to reduce their
Certificate Principal Amount, until such Certificate Principal Amount
has been reduced to zero;
(xv) to the Class A-1A, Class A-1B, Class A-1C, Class A-2A
and Class A-2B Certificates, pro rata based on the Certificate Principal
Amounts of such Class A Certificates until such Certificate Principal
Amounts have been reduced to zero;
(xvi) to the Class E Certificates, to reduce the Accrued
Certificate Interest with respect to such Class until such Accrued
Certificate Interest has been reduced to zero;
(xvii) to the Class D Certificates, to reduce the Accrued
Certificate Interest with respect to such Class until such Accrued
Certificate Interest has been reduced to zero;
(xviii) to the Class C Certificates, to reduce the Accrued
Certificate Interest with respect to such Class until such Accrued
Certificate Interest has been reduced to zero;
(xix) to the Class B Certificates, to reduce the Accrued
Certificate Interest with respect to such Class until such Accrued
Certificate Interest has been reduced to zero; and
(xx) to the Class A-1A, the Class A-1B Certificates, the
Class A-1C Certificates, the Class A-2A Certificates, the Class A-2B
Certificates, the Class X-1 Certificates, the Class X-2 Certificates,
the Class X-1A Certificates and the Class X-2A Certificates, the
remaining balance, if any, of any Additional Expense Losses, pro rata
based on the Accrued Certificate Interest for each such Class for such
Distribution Date, to reduce such Accrued Certificate Interest with
respect to such Class until such Accrued Certificate Interest has been
reduced to zero.
(2) In the event that any Additional Expense Losses which have
previously been allocated to the Regular Certificates pursuant to Section
4.07(f)(1) are recovered by the Trust, such recoveries (to the extent not
previously distributed pursuant to this Section 4.07(f)(2)) shall be allocated
among the Classes of Regular Certificates pro rata, based upon the amount of
Additional Expense Losses that have previously been allocated to each such
Class. On each Distribution Date, the Trustee (or the Paying Agent) shall remit
the amount of any such recoveries allocated to a Class of Regular Certificates
to the Holders of such Class of Certificates in accordance with their respective
Percentage Interests.
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SECTION 4.08. Appraisal Reductions.
(a) On the earliest of (i) 120 days (30 days in the case of a
Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan which has been
modified by the Special Servicer) after the occurrence of any delinquency in
Scheduled Payments with respect to any Mortgage Loan if such delinquency remains
uncured, (ii) the date twelve months after a receiver is appointed and continues
in such capacity in respect of the related Mortgaged Property or (iii) the date
on which the related Mortgaged Property becomes an REO Property, the Servicer
(pursuant to subsection (b) below) or Special Servicer, as applicable, shall
order (A) an MAI appraisal of the Mortgaged Property securing such Mortgage Loan
made by an Independent appraiser, if the Scheduled Principal Balance of such
Mortgage Loan exceeds $1,000,000 or (B) at the option of the Servicer or Special
Servicer, if such Scheduled Principal Balance is less than or equal to
$1,000,000, either an internal Property Valuation prepared by the Servicer or
Special Servicer or an appraisal performed by an Independent appraiser. Such
appraisal shall be on an "as is" basis. The cost of any such appraisal shall be
an expense of the Trust.
(b) With respect to each Mortgage Loan as to which an
Appraisal Reduction has occurred and which has become current and has remained
current for twelve consecutive Scheduled Payments, and with respect to which no
other Servicing Transfer Event has occurred and is continuing, the Servicer
shall, within 30 days of the date of such twelfth Scheduled Payment, order (A)
an MAI appraisal of the Mortgaged Property securing such Mortgage Loan made by
an Independent appraiser, if the Scheduled Principal Balance of such Mortgage
Loan exceeds $1,000,000 (which appraisal may be an update of a prior appraisal)
or (B) at the option of the Servicer, if such Scheduled Principal Balance is
less than or equal to $1,000,000, either an internal Property Valuation prepared
by the Servicer or an appraisal performed by an Independent appraiser. The cost
of any such appraisal shall be an expense of the Trust as an Additional Trust
Fund Expense. Based upon any such appraisal or internal valuation, as the case
may be, the Servicer shall recalculate the related Appraisal Reduction and
report to the Trustee the amount of the Appraisal Reduction with respect to such
Mortgage Loan.
(c) The aggregate Appraisal Reduction will generally be
allocated on each Distribution Date, for purposes of determining Distributable
Certificate Interest on such Distribution Date, to reduce the Certificate
Principal Amount of the Class J, Class I, Class H, Class G, Class F, Class E,
Class D, Class C and Class B Certificates, in that order, up to the amount of
their respective Certificate Principal Amounts. For so long as any more senior
Class of Certificates is outstanding, the amount of Accrued Certificate Interest
on such Distribution Date for each Class of Certificates to which an Appraisal
Reduction is allocated on such Distribution Date after allocations of the
interest component of any Realized Losses, Additional Expense Losses (to the
extent allocated to reduce interest distributions), and Excess Prepayment
Interest Shortfalls, will be reduced by the amount of interest accrued at the
applicable Pass-Through Rate on the portion of the Certificate Principal Amount
of such Class equal to such Appraisal Reduction allocated to such Class or
Classes for such Distribution Date. On any Distribution Date, an Appraisal
Reduction that otherwise would be allocated to
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a Class of Certificates will be allocated to the next most subordinate Class to
the extent that the Distributable Certificate Interest on such Distribution Date
for such Class of Certificates is less than the Appraisal Reduction Amount for
such Distribution Date. On each Distribution Date the Appraisal Reduction Amount
will be added to the Certificate Principal Amounts of the related Class J, Class
I, Class H, Class G, Class F, Class E, Class D, Class C and Class B
Certificates, as the case may be, and, with respect to any affected Mortgage
Loan, the related Appraisal Reduction Amount will be included in the Group 1 or
Group 2 Principal Distribution Amount, as the case may be, for such Distribution
Date. Notwithstanding any of the foregoing, the total amount of Appraisal
Reduction Amount so added to the Certificate Principal Amounts of each such
Class of Subordinate Certificates shall not exceed the Distributable Certificate
Interest with respect to such Class (without giving effect to any reduction
thereto for such Appraisal Reduction Amount).
(d) On each Distribution Date (i) the Corresponding Lower-Tier
Classes shall be allocated any Appraisal Reduction for the purposes of
determining Uncertificated Distributable Interest on such Distribution Date in
the same manner and in the same priority as such Appraisal Reduction is
allocated to the Corresponding Upper-Tier Classes pursuant to Section 4.08(c);
(ii) the Lower-Tier Principal Amounts of the Corresponding Lower-Tier Classes
will be increased by the identical Appraisal Reduction Amounts as are added to
the Certificate Principal Amounts of the Corresponding Upper-Tier Classes
pursuant to Section 4.08(c); and (iii) the Uncertificated Accrued Interest of
the Corresponding Lower-Tier Classes will be reduced by the identical Appraisal
Reduction Amounts as are allocated to reduce the Distributable Certificate
Interest of the Corresponding Upper-Tier Classes pursuant to Section 4.08(c).
SECTION 4.09. Allocation of Excess Prepayment Interest
Shortfalls.
(a) With respect to any Distribution Date, the Servicing Fee
payable to the Servicer shall be reduced by an amount equal to the Net
Prepayment Interest Shortfalls, if any. Any Excess Prepayment Interest Shortfall
shall be allocated by the Trustee among the outstanding Classes of Lower-Tier
Regular Interests (other than the Class LP Interest) by (i) first, calculating
Excess Prepayment Interest Shortfalls for the Group 1 Mortgage Loans and Group 2
Mortgage Loans separately, (ii) second, applying any Excess Prepayment Interest
and Servicing Fee relating to a Mortgage Loan Group that is not needed to offset
Prepayment Interest Shortfalls in such Mortgage Loan Group to offset any
Prepayment Interest Shortfalls in the other Mortgage Loan Group, and (iii)
third, allocating Excess Prepayment Interest Shortfalls remaining with respect
to a Mortgage Loan Group to the Classes of Lower-Tier Regular Interests (other
than the Class LP Interest) which are Corresponding Lower-Tier Interests with
respect to the Group 1 Certificates or Group 2 Certificates, as applicable, in
the ratio that the Distributable Accrued Interest with respect to each such
Class bears to the aggregate Distributable Accrued Interest with respect to all
Classes of such Corresponding Lower-Tier Interests to the Group 1 Certificates
or Group 2 Certificates, as applicable.
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(b) On each Distribution Date, the Corresponding Upper-Tier
Classes shall be allocated any Excess Prepayment Interest Shortfall in the same
manner and in the same priority as such Excess Prepayment Interest Shortfall is
allocated to the Corresponding Upper-Tier Classes pursuant to Section 4.09(a);
provided, however, (i) Accrued Certificate Interest with respect to the Class D
Certificates shall be reduced by the Class D Fraction of any reduction made with
respect to the Class LD Interest, (ii) Accrued Certificate Interest with respect
to the Class C Certificates shall be reduced by the Class C Fraction of any
reduction made with respect to the Class LC Interest, (iii) Accrued Certificate
Interest with respect to the Class B Certificates shall be reduced by the Class
B Fraction of any reduction made with respect to the Class LB Interest, (iv)
Accrued Certificate Interest with respect to the Class A-1A Certificates shall
be reduced by the Class A-1A Fraction of any reduction made with respect to the
Class LA-1A Interest, (v) Accrued Certificate Interest with respect to the Class
A-1B Certificates shall be reduced by the Class A-1B Fraction of any reduction
made with respect to the Class LA-1B Interest, (vi) Accrued Certificate Interest
with respect to the Class A-1C Certificates shall be reduced by the Class A-1C
Fraction of any reduction made with respect to the Class LA-1C Interest, (vii)
Accrued Certificate Interest with respect to the Class A-2A Certificates shall
be reduced by the Class A-2A Fraction of any reduction made with respect to the
Class LA-2A Interest, (viii) Accrued Certificate Interest with respect to the
Class A-2B Certificates shall be reduced by the Class A-2B Fraction of any
reduction made with respect to the Class LA-2B Interest; (ix) the Accrued
Certificate Interest with respect to the Class X-1A Certificates shall be
reduced by the sum of the Component A-1A Fraction, Component A-1B Fraction,
Component A-1C Fraction, Component B Fraction, Component C Fraction and
Component D Fraction of any reduction made with respect to the Class LA-1A
Interest, Class LA-1B Interest, Class LA-1C Interest, Class LB Interest, Class
LC Interest and Class LD Interest, respectively; and (x) the Accrued Certificate
Interest with respect to the Class X-2A Certificates shall be reduced by the
Component A-2A Fraction and Component A-2B Fraction of any reduction made with
respect to the Class LA-2A Interest and Class LA-2B Interest, respectively.
SECTION 4.10. Certificate Deferred Interest
(a) On each Distribution Date, the Uncertificated Accrued
Interest for the Lower-Tier Regular Interests (other than the Class LX-1 and
Class LX-2 Interests) shall be reduced by an amount equal to the amount of
Mortgage Deferred Interest for all Mortgage Loans for the Due Dates occurring in
the Related Due Period allocated to such Class of Lower-Tier Regular Interests,
such Mortgage Deferred Interest to be allocated first to the Class LJ Interest,
second to the Class LI Interest, third to the Class LH Interest, fourth to the
Class LG Interest, fifth to the Class LF Interest, sixth, to the Class LE
Interest, seventh, to the Class LD Interest to the extent of the Class D
Fraction thereof, eighth, to the Class LC Interest to the extent of the Class C
Fraction thereof, ninth to the Class LB Interest to the extent of the Class B
Fraction thereof, and tenth, pro rata (based on the applicable Class Fraction of
their respective Uncertificated Accrued Interest), to the Class LA-1A, Class
LA-1B, Class LA-1C, Class LA-2A and Class LA-2B Interests, in each case up to
the respective Uncertificated Accrued Interest or applicable Class Fraction
thereof for each such Class of Lower-Tier Regular Interests for such
Distribution Date after allocation of Realized Losses of
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interest, Additional Expense Losses (to the extent allocated to reduce
interest), and Excess Prepayment Interest Shortfalls.
(b) On each Distribution Date, the Lower-Tier Principal Amount
of the Class LA-1A, Class LA-1B, Class LA-1C, Class LA-2A, Class LA-2B, Class
LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LI and
Class LJ Interests shall be increased by the amount of the Certificate Deferred
Interest allocated to such Class of Lower-Tier Regular Interests on such
Distribution Date pursuant to Section 4.10(a) above.
(c) On each Distribution Date (i) the Corresponding Upper-Tier
Classes shall be allocated any Mortgage Deferred Interest in the same manner and
in the same priority as such Mortgage Deferred Interest is allocated to the
Corresponding Lower-Tier Classes pursuant to Section 4.10(a); and (ii) the
Certificate Principal Amounts of the Corresponding Upper-Tier Classes shall be
increased by the identical amount of Certificate Deferred Interest as is added
to the Lower-Tier Principal Amounts of the Corresponding Lower-Tier Classes
pursuant to Section 4.10(b).
[End of Article IV]
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ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
The Certificates consist of the Class A-1A Certificates, the
Class A-1B Certificates, the Class A-1C Certificates, the Class A-2A
Certificates, the Class A-2B Certificates, the Class B Certificates, the Class C
Certificates, the Class D Certificates, the Class E Certificates, the Class F
Certificates, the Class G Certificates, the Class H Certificates, the Class I
Certificates, the Class J Certificates, the Class P Certificates, the Class X-1
Certificates, the Class X-1A Certificates, the Class X-2 Certificates, the Class
X-2A Certificates, the Class R Certificates and the Class LR Certificates.
The Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class
J, Class P, Class R, Class LR, Class X-1, Class X-1A, Class X-2 and Class X-2A
Certificates will be substantially in the forms annexed hereto as Exhibits A-1
through A-21 hereto. The Certificates of each Class will be issuable in
registered form only, in minimum denominations of authorized initial
Certificate Principal Amount or Notional Amount, as applicable, as described in
the table below, and in integral multiples of $1,000 in excess thereof. The
Global Certificates will be issued as one or more certificates registered in
the name of a nominee designated by the Depository, and Beneficial Owners will
hold interests in the Global Certificates through the book-entry facilities of
the Depository in the minimum denominations and integral multiples of $1,000 in
excess thereof as set forth in the table below. The Class F, Class G, Class H,
Class I, Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A
Certificates will each be issuable in one or more registered, definitive
physical certificates (each, a "Definitive Registered Certificate")
substantially in the form of Certificates of each Class, and with such
applicable legends as are set forth in the Exhibits hereto corresponding to
such Class. Each Certificate will share ratably in all rights of the related
Class. The Class R and Class LR Certificates will each be issuable in one or
more Definitive Registered Certificates in minimum denominations of 5%
Percentage Interests and integral multiples of 1% Percentage Interest in excess
thereof and together aggregating the entire 100% Percentage Interest in each
such Class. One Certificate of each Class may be issued in a different
denomination to accommodate the remainder of the initial aggregate Certificate
Principal Amount or Notional Amount or Percentage Interest, as the case may be,
of the Certificates of such Class. No Beneficial Owner of a Global Certificate
of any Class thereof will be entitled to receive a Definitive Registered
Certificate representing its interest in such Class, except as provided in
Section 5.03 herein. Unless and until Definitive Registered Certificates are
issued in respect of a Class of Global Certificates, beneficial ownership
interests in such Class of Certificates will be maintained and transferred on
the book-entry records of the Depository and its Agent Members, and all
references to actions by Holders of such Class of Certificates will refer to
action taken by the Depository upon instructions received from the related
registered Holders of Certificates through the Agent Members in accordance with
the Depository's procedures
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and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Agent members in accordance with
the Depository's procedures.
<TABLE>
<CAPTION>
Minimum Integral Multiples
Class Denomination in Excess of Minimum
----- ------------ --------------------
<S> <C> <C>
A-1A $100,000 $1,000
A-1B $100,000 $1,000
A-1C $100,000 $1,000
A-2A $100,000 $1,000
A-2B $100,000 $1,000
B $100,000 $1,000
C $100,000 $1,000
D $100,000 $1,000
E $100,000 $1,000
F $1,000,000 $1,000
G $1,000,000 $1,000
H $1,000,000 $1,000
I $1,000,000 $1,000
J $1,000,000 $1,000
P $1,000,000 $1,000
X-1 $1,000,000 $1,000
X-1A $1,000,000 $1,000
X-2 $1,000,000 $1,000
X-2A $1,000,000 $1,000
LR None N/A
R None N/A
</TABLE>
Each Certificate may be printed or in typewritten or similar
form, and each Certificate shall, upon original issue, be executed by the
Trustee and authenticated by the Certificate Registrar and delivered to or upon
the order of the Depositor. All Certificates shall be executed by manual or
facsimile signature on behalf of the Trust Fund by an authorized officer of the
Trustee, not personally but solely as Trustee hereunder. Certificates bearing
the signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication in the form set forth in Exhibits A-1 through A-21 (as
appropriate) executed by the Certificate Registrar by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly
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authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
SECTION 5.02. Certificate Registrar.
The Trustee is initially appointed as Certificate Registrar. The
Depositor shall at all times provide that a Certificate Registrar is appointed
hereunder operating with respect hereto from its office in Chicago, Illinois.
SECTION 5.03. Registration of Transfer and Exchange of
Certificates.
(a) The Certificate Registrar shall keep a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, it shall
provide for the registration of transfers and exchanges of Certificates as
herein provided.
(b) With respect to the Class F, Class G, Class H, Class I, Class
J, Class P, Class R and Class LR Certificates, no sale, transfer, pledge or
other disposition by any Holder of any such Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the proposed
purchaser or transferee of such Certificate substantially in the form of
paragraph 3 of Exhibit D attached hereto, to the effect that such proposed
purchaser or transferee is not a Person which is an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA or a plan subject to
Section 4975 of the Code, or a governmental plan as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan"), or a Person acting on behalf of any such Plan or using the assets of
such Plan to acquire such Certificate or (ii) if such Certificate is presented
for registration in the name of such a Plan subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such Plan, or a
governmental plan as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code, or any other Person who is using the assets of
any such Plan to effect such acquisition, an Opinion of Counsel in form and
substance satisfactory to the Trustee and the Depositor to the effect that such
acquisition and holding of such Certificate (without regard to the identity or
nature of the other Holders of Certificates of any Class) will not constitute or
result in a "prohibited transaction" within the meaning of Section 406 of ERISA
or Section 4975 of the Code, and will not subject the Trustee, the Fiscal Agent,
the Certificate Registrar, the Servicer, the Special Servicer, the Operating
Adviser, the Extension Adviser, any Underwriter or the Depositor to any
obligation or liability under ERISA or Section 4975 of the Code. The Certificate
Registrar shall not register the sale, transfer, pledge or other disposition of
any such Certificate unless the Certificate Registrar has received notification
from the Trustee that it has received either the representation letter described
in clause (i) above or the Opinion of Counsel described in clause (ii) above.
The costs of any of the foregoing representation letters or Opinions of Counsel
shall not be borne by any of the
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Depositor, the Servicer, the Special Servicer, the Trustee, the Fiscal Agent, or
the Trust. Any transfer, sale, pledge or other disposition of any such
Certificates that would constitute or result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or otherwise violate the
provisions of this Section 5.03(b) shall be deemed absolutely null and void ab
initio, to the extent permitted under applicable law.
With respect to the Class B, Class C, Class D and Class E
Certificates, each purchaser or transferee shall be deemed to represent that it
is not a Plan or a Person acting on behalf of any such Plan or using the assets
of a Plan to acquire such Certificate, or that it is purchasing the Certificate
with the assets of an insurance company general account and that the exemptive
relief afforded under Section III of Prohibited Transaction Class Exemption
95-60 is available for the purchase and holding of the Certificate by such
purchaser.
So long as any of the Class of Certificates remain outstanding,
the Servicer will make available, or cause to be made available, upon request,
to any Holder and any Person to whom any such Certificate of any such Class of
Certificates may be offered or sold, transferred, pledged or otherwise disposed
of by such Holder, information with respect to the Servicer, the Special
Servicer or the Mortgage Loans necessary to the provision of an Opinion of
Counsel described in this Section 5.03(b).
(c) Each Person who has or acquires any Ownership Interest shall
be deemed by the acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions, and the rights of each Person
acquiring any Ownership Interest are expressly subject to the following
provisions:
(i) Each Person acquiring or holding any Ownership
Interest shall be a Permitted Transferee and shall not acquire or hold
such Ownership Interest as agent (including a broker, nominee or other
middleman) on behalf of any Person that is not a Permitted Transferee;
any such Person shall promptly notify the Trustee of any change or
impending change in its status (or the status of the beneficial owners
of such Ownership Interest) as a Permitted Transferee; and any
acquisition of any Ownership Interest by a Person who is not a Permitted
Transferee or by a Person who is acting as an agent (including a broker,
nominee or other middleman) of a Person who is not a Permitted
Transferee shall be void and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and
beneficial ownership of the Ownership Interest as fully as possible;
(ii) No Ownership Interest may be Transferred, and no such
Transfer shall be registered in the Certificate Register, without the
express prior written consent of the Trustee, and the Trustee shall not
recognize the Transfer, and such proposed Transfer shall not be
effective, without such consent with respect thereto; and in connection
with any proposed Transfer of any Ownership Interest, the Trustee shall,
as a condition to such consent, (x) require delivery to it and the
proposed transferor, in form and substance satisfactory to it, of an
affidavit in substantially the form attached as Exhibit C-1 hereto (a
"Transfer Affidavit") of the proposed transferee certifying (a) that
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such proposed transferee is a Permitted Transferee and (b) (i) the
transferee has historically paid its debts as they have come due and
intends to do so in the future, (ii) the transferee understands that it
may incur liabilities in excess of cash flows generated by the residual
interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee
will not transfer the Class R or Class LR Certificate to any Person who
does not provide an affidavit substantially in the form of the Transfer
Affidavit, and containing all such other statements and information as
are contained in Exhibit C-1 hereto, and (y) require delivery to it, in
form and substance satisfactory to it of a letter from the proposed
transferor substantially in the form attached as Exhibit C-2 (a
"Transferor Letter") certifying that the proposed transferor has no
actual knowledge that the information contained in paragraphs 3 and 4 of
the Transfer Affidavit is not true or that the requirements set forth in
paragraphs 3 and 4 thereof are not satisfied; and
(iii) Notwithstanding the delivery of a Transfer
Affidavit, if a Responsible Officer of the Trustee has actual knowledge
that the proposed transferee is not a Permitted Transferee or is an
agent of a Person who is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected, and such proposed Transfer shall
not be registered on the Certificate Register.
Upon notice to a Responsible Officer of the Trustee that there
has occurred a Transfer to any Person that is a Disqualified Organization or an
agent thereof (including a broker, nominee or middleman) in contravention of the
foregoing restrictions, the Trustee agrees to furnish to the Internal Revenue
Service, the transferor of such Ownership Interest or such agent, such
information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to, the present value of the
total anticipated excess inclusions with respect to such Residual Certificate
(or portion thereof) for periods after such Transfer. At the election of the
Trustee, the Trustee may charge a reasonable fee for computing and furnishing
such information to the transferor or to such agent referred to above; provided,
however, that the Trustee shall in no event be excused from furnishing such
information as required by the Code.
(d) Subject to compliance with Section 5.03(b) and (c) and the
provisions regarding the sale, transfer or assignment of any Certificate under
Section 5.10, upon surrender for registration of transfer of any Certificate
(and, with respect to any Transfer, upon compliance with any provisions of this
Agreement relating to such Transfer) at the office of the Certificate Registrar
or at the office of its agent in New York City, at IBJ Schroder Trust Bank,
Stock Transfer Department, One State Street Plaza, New York, New York 10015, the
Trustee shall execute, and the Certificate Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of authorized denominations of a like aggregate Percentage
Interest and dated the date of authentication by the Certificate Registrar.
(e) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of the same Class of authorized denominations
of a like aggregate Percentage Interest,
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upon surrender of the Certificates to be exchanged at the office of the
Certificate Registrar or the office of its agent in New York City, at the
address provided in (d) above. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive.
(f) If the Trustee or the Certificate Registrar so requires,
every Certificate presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or such Person's attorney duly authorized in
writing.
(g) No service charge shall be made to a Certificateholder for
any registration of transfer or exchange of Certificates, but the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates.
(h) The Certificate Registrar shall cancel and retain or destroy,
in accordance with the Trustee's retention policy then in effect, all
Certificates surrendered for registration of transfer or exchange and shall upon
written request certify to the Servicer or the Depositor as to such retention or
destruction.
(i) Notwithstanding any other provisions of this Agreement or the
Certificates, a Global Certificate shall not be exchanged in whole or in part
for a Certificate of a Class registered in the name of any Person other than the
Depository or one or more nominees thereof, provided, that a Global Certificate
may be exchanged for Definitive Registered Certificates in accordance with
Section 5.03(m).
(j) Subject to the provisions of Section 5.03(k), the Holder may
grant proxies and otherwise authorize any person, including Agent Members (as
defined below) and Persons that may hold interests through Agent Members, to
take any action which a Holder is entitled to take under this Agreement or the
Certificates of a Class.
(k) Neither any members of, or participants in, the Depository
("Agent Members") nor any other Persons on whose behalf Agent Members may act
shall have any rights under this Agreement with respect to any Global
Certificate registered in the name of the Depository or any nominee thereof, or
under any such Global Certificate, and the Depository or such nominee, as the
case may be, may be treated by the Trustee and any agent of the Trustee as the
absolute owner and Holder of such Global Certificate for all purposes
whatsoever, except as otherwise provided in Section 4.02. Notwithstanding the
foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee
from giving effect to any written certification, proxy or other authorization
furnished by the Depository or such nominee, as the case may be, or impair, as
between the Depository, its Agent Members and any other Person on whose behalf
an Agent Member may act, the operation of customary practices of such Persons
governing the exercise of the rights of a Holder of any Certificate.
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The Depository must, at all times while it serves as such Depository, be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation.
(l) Notwithstanding any other provision of this Agreement or the
Certificates, transfers of a Global Certificate, in whole or in part, shall be
made only in accordance with this subsection (l). Unless and until it is
exchanged in whole for the Definitive Registered Certificates represented
thereby, a Global Certificate representing all of the Certificates of a Class
may not be transferred, except as a whole by the Depository to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor Depository or a nominee of such successor Depository, and no such
transfer to any such other Person may be registered; provided that this Section
5.03(l) shall not prohibit any transfer of a Certificate of a Class that is
issued in exchange for a Global Certificate of the same Class pursuant to
Section 5.03(m) below. No transfer of a Certificate to any Person shall be
effective under this Agreement or the Certificates unless and until such
Certificate has been registered in the name of such Person. Nothing in this
Section shall prohibit or render ineffective any transfer of a beneficial
interest in a Global Certificate effected in accordance with the other
provisions of this Section 5.03.
(m) (i) If at any time the Depository notifies the Depositor and
the Trustee that it is unwilling or unable to continue as Depository or such
Depository has ceased to be a "clearing agency" registered under the Exchange
Act, the Depositor shall use its reasonable best efforts to appoint a successor
Depository. If a successor Depository is not appointed by the Depositor within
90 days after the Depositor receives such notice or becomes aware of such
ineligibility, the Trustee will execute, and cause the Certificate Registrar to
authenticate and deliver Definitive Registered Certificates in an aggregate
initial principal amount equal to the initial principal amount of a Global
Certificate or Global Certificates representing all the Certificates of such
Class in exchange for such Global Certificate or Global Certificates.
(ii) The Depository may surrender a Global Certificate in
exchange in whole for Definitive Registered Certificates of a Class on
such terms as are acceptable to the Trustee and such Depository.
Thereupon, the Trustee shall execute, authenticate and deliver, without
service charge, to each Person specified by such Depository a new
Definitive Registered Certificate of any authorized denomination as
requested by such Person in aggregate initial principal amount equal to
and in exchange for such Person's Percentage Interest in the Global
Certificate of such Class.
(iii) Upon the exchange of a Global Certificate for
Definitive Registered Certificates, such Global Certificate shall be
canceled by the Trustee. Definitive Registered Certificates issued in
exchange for a Global Certificate pursuant to this Section shall be
registered in such names and in such denomination as the Depository for
such Global Certificate, pursuant to instructions from its direct or
indirect Agent Members or otherwise, shall instruct the Trustee. The
Trustee shall not have any liability for the accuracy of the
instructions received from the Depository.
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The Trustee shall deliver such Certificates to the Persons in whose name
such Certificates are so registered.
(iv) Subject to Sections 4.02(f) and 4.02(k), the Trustee
shall not have any responsibility, obligation or liability to any Agent
Member, any Person claiming to be a Beneficial Owner of the Certificates
of a Class under or through the Depository or any such participant, or
any other Person which is not shown on the Certificate Register as being
a Holder, with respect to (A) the Certificates of a Class; (B) the
accuracy or any aspect of any records maintained by the Depository or
any such Agent Member; (C) the payment by the Depository or any such
Agent Member of any amount in respect of the principal of or premium or
penalty, if any, or interest on the Certificates of a Class; (D) any
notice which is permitted or required to be given to Holders of
Certificates of a Class under this Agreement properly given hereunder;
(E) the selection by the Depository or any such Agent Member or any
Person to receive payment in the event of a partial redemption of the
Certificates of a Class; (F) any consent given or other action taken by
the Depository as Holder of Certificates of a Class; or (G) any other
matter relating to the actions or practices of the Depository or any of
its Agent Members. The Trustee will not be liable for any delay by the
registered Holder of any Global Certificate or the Depository or any of
its Agent Members in identifying the Beneficial Owners of the
Certificates of a Class, and the Trustee may conclusively rely on, and
will be protected in relying on, instructions from the registered Holder
of any Global Certificate or the Depository for all purposes (including
with respect to the registration and delivery, and the respective
initial principal amounts, of the Certificates of a Class to be issued).
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or
the Certificate Registrar, or the Trustee and the Certificate Registrar receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee and the Certificate
Registrar such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of actual knowledge by a Responsible Officer
of the Trustee or the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute and authenticate
and the Certificate Registrar shall deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the
same Class and of like tenor and Percentage Interest. Upon the issuance of any
new Certificate under this Section 5.04, the Trustee may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership of the corresponding interest in the Trust
Fund, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
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SECTION 5.05. Persons Deemed Owners.
Except as otherwise provided in Section 4.02, prior to due
presentation of a Certificate for registration of transfer, the Servicer, the
Trustee, the Certificate Registrar, any Paying Agent and any agent of any of
them may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, and neither the Servicer,
the Trustee, the Certificate Registrar, any Paying Agent nor any agent of any of
them shall be affected by notice to the contrary.
Notwithstanding the foregoing, with respect to any Global
Certificate, nothing herein shall prevent the Trustee, or any agent of the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by any Depository, as a Holder, with respect to such
Global Certificate or impair, as between such Depository and Beneficial Owners
of in such Global Certificate, the operation of customary practices governing
the exercise of the rights of such Depository (or its nominee) as Holder of such
Global Certificate.
SECTION 5.06. Appointment of Paying Agent.
The Depositor may appoint or terminate with or without cause, a
paying agent (the "Paying Agent") for the purpose of making distributions to
Certificateholders pursuant to Section 4.01. The Depositor shall cause such
Paying Agent, if other than the Trustee, to execute and deliver to the Trustee
(with a copy to the Servicer) an instrument in which such Paying Agent shall
agree with the Trustee and the Depositor that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in trust for the benefit
of the Certificateholders entitled thereto until such sums have been paid to the
Certificateholders or disposed of as otherwise provided herein. No Paying Agent
shall change its then specified officers through which such Paying Agent acts
without Depositor's prior written consent. Notice of any termination or
appointment of any Paying Agents shall be promptly given by the Trustee to the
Certificateholders at their respective addresses appearing in the Certificate
Registrar, to the Servicer and to the Rating Agencies.
SECTION 5.07. Access to Certificateholders' Names and Addresses.
(a) If any Certificateholder (an "Applicant") applies in writing
to the Trustee, and such application states that the Applicant desires to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such Applicant proposes to transmit, then the Trustee shall,
at the expense of such Applicant, within ten Business Days after the receipt of
such application, furnish or cause to be furnished to such Applicant a list of
the names and addresses of the Certificateholders as of the most recent
Distribution Date and the Class or Classes of Certificates they hold.
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(b) Every Certificateholder and the Applicant, by receiving and
holding such list, consents to the disclosure to any Applicant of its identity
and status as a Certificateholder and agrees with the Trustee that the Trustee
and the Certificate Registrar shall not be held accountable in any way by reason
of the disclosure of any information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.
SECTION 5.08. Actions of Certificateholders.
(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in
person or by agent duly appointed in writing; and except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, when required, to the Depositor,
the Servicer or the Special Servicer. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee, the Depositor, the
Servicer and the Special Servicer, if made in the manner provided in this
Section 5.08.
(b) The fact and date of the execution by any Certificateholder
of any such instrument or writing may be proved in any reasonable manner which
the Trustee deems sufficient.
(c) Any request, demand, authorization, direction, notice,
consent, waiver or other action by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer of such
Certificateholder's Certificate or in exchange therefor or in lieu thereof, in
respect of anything done, or omitted to be done, by the Trustee, the Depositor,
the Servicer or the Special Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.
(d) The Trustee may require such additional proof of any matter
referred to in this Section 5.08 as it shall deem necessary.
SECTION 5.09. Global Certificate Legend.
The Global Certificates (i) shall be delivered by the Certificate
Registrar to the Depository or, pursuant to the Depository's instructions on
behalf of the Depository to, and deposited with, the Custodian, and in either
case shall be registered in the name of Cede & Co. and (ii) shall bear a legend
substantially to the following effect:
"Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Certificate Registrar for
registration
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of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein."
The Global Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.
SECTION 5.10. Offer, Sale, Pledge or Other Transfer of ation
Restricted Certificates; Rule 144A Information.
No offer, sale, pledge or other transfer of a Class F, Class G,
Class H, Class I, Class J or Class P Certificate or of a Residual Certificate
(collectively, the "Restricted Certificates") shall be made unless such transfer
is made pursuant to an effective registration statement or otherwise in
accordance with the requirements under the Act, and effective registration or
qualification under applicable state securities laws, or is made in a
transaction which does not require such registration or qualification. If a
transfer (other than one by the Depositor or an Affiliate thereof) is to be made
in reliance upon an exemption from the Act, and under the applicable state
securities laws, then either: (i) the Certificate Registrar shall require that
the transferee deliver to the Certificate Registrar an investment representation
letter (the "Investment Representation Letter") substantially in the form of
Exhibit D attached hereto, which Investment Representation Letter shall certify,
among other things, that the transferee is an institutional "accredited
investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Act or a
"qualified institutional buyer" as defined in Rule 144A under the Act, and the
Certificate Registrar may also require that the transferee deliver to the
Certificate Registrar an Opinion of Counsel if such transferee is not a
qualified institutional buyer within the meaning of Rule 144A under the Act; or
(ii) if the certifications described in the preceding clause (i) cannot be
provided (A) the Certificate Registrar shall require an Opinion of Counsel
reasonably satisfactory to the Certificate Registrar and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from registration or qualification under the
Act, applicable state securities laws and other relevant laws, which Opinion of
Counsel shall not be an expense of the Certificate Registrar, the Depositor or
the Trustee, and (B) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Certificate of any such Class may be made to a trust if the
transferor provides to the Trustee a certification that interests in such trust
may only be transferred subject to requirements substantially to the effect set
forth in this Section 5.10; and provided, further, that no such Investment
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Representation Letter or Opinion of Counsel shall be required in connection with
a transfer by the Seller of any Certificate to any Person as to which the Seller
certifies to the Trustee that such Person was formed to liquidate some or all of
the assets and liabilities of the Seller and is a successor-in-interest of the
Seller. In each case, the Certificate Registrar will be entitled without further
investigation to rely upon such certification or Opinion of Counsel. The Holder
of such a Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Certificate Registrar, the Trustee and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. None of the Depositor, the
Trustee or the Certificate Registrar is under any obligation to register or
qualify any Class F, Class G, Class H, Class I, Class J or Class P Certificate
or any Residual Certificate.
Unless such Certificates have been registered under the Act, each
of the Restricted Certificates shall bear a legend substantially to the
following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES
NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT
IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION
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FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND
DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT
PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR
AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH
CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF
EXHIBIT D TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN ACCREDITED
INSTITUTIONAL INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
[End of Article V]
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ARTICLE VI
THE SELLER, THE SERVICER
AND THE SPECIAL SERVICER
SECTION 6.01. Liability of the Depositor, the Servicer and the
Special Servicer.
The Depositor, the Servicer and the Special Servicer each shall
be liable in accordance with this Agreement only to the extent of the
obligations specifically imposed by this Agreement.
SECTION 6.02. Merger or Consolidation of the Special Servicer
or the Servicer.
(a) Subject to subsection (b) of this Section 6.02 and Section
6.04, each of the Servicer and the Special Servicer will keep in full effect its
existence, rights and good standing as a limited partnership and a corporation,
respectively, under the laws of the State of Missouri and the State of Virginia,
respectively, and will be in compliance with the laws of each state in which any
Mortgaged Property is located to the extent such compliance is necessary to
perform its obligations in accordance with the terms of this Agreement.
(b) Any Person into which the Servicer or Special Servicer, as
the case may be, may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Servicer
or Special Servicer shall be a party, or any Person succeeding to the business
of the Servicer or Special Servicer, as the case may be, shall be the successor
of the Servicer or the Special Servicer, as applicable, hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided that
(i) such successor or resulting Person shall be satisfactory to the Trustee (and
the Operating Adviser, in the case of a successor special servicer), all such
approvals as evidenced in writing, (ii) such successor or resulting Person shall
execute and deliver to the Trustee, and to any other Person the Trustee may
designate, an agreement, in form and substance satisfactory to the Trustee,
which contains an assumption by such Person of the due and punctual performance
and observance of each covenant and condition to be performed or observed by
such successor or resulting Person under this Agreement from and after the date
of such agreement, (iii) each of the Rating Agencies shall be given prior
written notice of the identity of the proposed successor or resulting Person and
the Rating Agencies shall have confirmed in writing that the then current rating
on the Certificates will not be withdrawn, qualified or downgraded by reason
thereof, (iv) the Servicer or Special Servicer, as the case may be, shall
deliver to the Trustee, and to any other Person the Trustee may designate, an
Officer's Certificate and an Opinion of Counsel acceptable to the Trustee (which
opinion shall be an expense of the Servicer or the Special Servicer, as
applicable) stating that all conditions precedent to such action under this
Agreement have been completed and such action is permitted by and
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complies with the terms of this Agreement, and (v) the cost and expenses
associated with the transfer of the servicing function pursuant to this Section
6.02 shall be borne by the Servicer or the Special Servicer, as applicable, or
such successor or resulting Person. If the conditions to the provisions in the
foregoing sentence are not met, the Trustee may terminate the Servicer's or
Special Servicer's, as the case may be, servicing of the Mortgage Loans or the
Specially Serviced Mortgage Loans, as the case may be, pursuant hereto, such
termination to be effected in the manner set forth in Section 7.01.
SECTION 6.03. Limitation on Liability of the Depositor, the
Servicer, the Special Servicer and Others.
(a) Neither the Depositor, the Servicer (or its general partner
and officers and directors thereof), the Special Servicer nor any of the
directors, officers, employees or agents of the Depositor, the Servicer or the
Special Servicer shall be under any liability to each other or the Trust Fund,
the Certificateholders, the Fiscal Agent or the Trustee, and in the case of the
Special Servicer, to the Operating Adviser or the Extension Adviser, for any
action taken, or for refraining from the taking of any action, in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Servicer (and its general
partner and officers and directors thereof), or the Special Servicer or any
other such Person against any breach of warranties, representations or covenants
made herein, or against any specific liability imposed on the Servicer or the
Special Servicer pursuant to Section 3.02 or any other Section hereof, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of obligations and
duties hereunder or by reason of reckless disregard of obligations or duties
hereunder. The Depositor, the Servicer, (and its general partner and officers
and directors thereof), the Special Servicer and any director, officer, employee
or agent of the Depositor, the Servicer or the Special Servicer may rely, absent
manifest error, in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any appropriate Person respecting any matters
arising hereunder. The Servicer and the Special Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans or the Specially Serviced
Mortgage Loans, as the case may be, in accordance with this Agreement; provided
that the Servicer or the Special Servicer, as applicable may in its sole
discretion undertake any such action which it may reasonably deem necessary or
desirable in order to protect the interests of the Certificateholders and the
Trustee in the Mortgage Loans or the Specially Serviced Mortgage Loans, as the
case may be, it is servicing hereunder, or shall undertake any such action if
instructed to do so by the Depositor or the Trustee unless it reasonably
believes such action would result in a material unreimbursed liability of the
Servicer or the Special Servicer. All reasonable legal expenses and costs of
such action shall be paid by the Servicer as Servicing Advances.
(b) The Trust shall indemnify the Servicer (and its general
partner and officers and directors thereof) and the Special Servicer and any
director, officer, employee or agent of the Servicer and the Special Servicer
and hold them harmless against any and all
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claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any pending or threatened legal action relating to (i) this
Agreement, the Mortgage Loans, REO Property, or the Retained Interests, if such
legal action is incidental to, or arises from, the Servicer or Special Servicer,
as the case may be, serving in such capacity under this Agreement (including
without limitation the providing of access or information by any party hereto to
any Person pursuant to Section 4.02(b)), (ii) any defect in any Mortgage Loan or
related documents as of the Cut-Off Date, (iii) in the case of the Servicer, any
action taken based on information provided by the Special Servicer, and (iv) any
action taken by the Servicer or the Special Servicer, as the case may be, in
accordance with instructions delivered in writing to the Servicer or the Special
Servicer, as the case may be, by the Trustee or, in the case of the Special
Servicer, by the Servicer, the Operating Adviser or the Extension Adviser,
pursuant to any provision of this Agreement, in each case other than any loss,
liability or expense incurred by reason of the Servicer's or the Special
Servicer's, as the case may be, breach of any representation, warranty or
covenant in this Agreement, by reason of the Servicer's or the Special
Servicer's, as the case may be, willful misfeasance, bad faith or negligence in
the performance of its obligations and duties under this Agreement or by reason
of the Servicer's or the Special Servicer's, as the case may be, reckless
disregard of its obligations and duties under this Agreement. The Servicer or
the Special Servicer, as the case may be, shall immediately notify the Trustee
if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans or REO Properties entitling the Servicer, or the Special
Servicer, as the case may be, to indemnification hereunder, whereupon the
Trustee on behalf of the Trust shall assume the defense of such claim (with
counsel reasonably satisfactory to the Servicer or the Special Servicer, as the
case may be), and shall, from the Trust, pay all expenses in connection
therewith, including reasonable fees of counsel, and shall, at the Trust Fund's
expense, promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Trustee shall not affect any rights any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Trust is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Servicer or the Special Servicer, as the case may be. The Servicer shall
promptly pay from funds on deposit in the Collection Account, any payments
certified by the Servicer or the Special Servicer as required to be made to the
Servicer or the Special Servicer, as applicable, pursuant to this Section
6.03(b).
(c) Each of the Servicer and the Special Servicer agrees to
indemnify the Trustee, the Fiscal Agent (the Operating Adviser and the Extension
Adviser in the case of the Special Servicer), the Servicer (if applicable and in
the event the Trust has been terminated pursuant to the terms hereof), the
Special Servicer (if applicable and in the event the Trust has been terminated
pursuant to the terms hereof), the Retained Interest Holder (solely with respect
to the Retained Interest Holder's rights under Section 4.01(j), and the Trust
and any director, officer, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any
breach of any representation, warranty or covenant in this Agreement, by the
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Servicer or the Special Servicer, as the case may be, the willful misfeasance,
bad faith or negligence of the Servicer or the Special Servicer, as the case may
be, in the performance of its obligations and duties under this Agreement or by
reason of reckless disregard by the Servicer or the Special Servicer, as the
case may be, of its duties and obligations hereunder. The Trustee, the Fiscal
Agent, the Retained Interest Holder, the Servicer, the Special Servicer, or the
Operating Adviser or Extension Adviser, in the case of the Special Servicer, as
the case may be, shall immediately notify the Servicer or the Special Servicer,
as applicable, if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans or Specially Serviced Mortgage Loans, in the
case of the Special Servicer entitling it (or, in the case of the Trustee,
itself or the Trust) to indemnification hereunder, whereupon the Servicer or the
Special Servicer, as the case may be, shall assume the defense of such claim
(with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the
Retained Interest Holder, the Servicer or the Special Servicer, or the Operating
Adviser or Extension Adviser, in the case of the Special Servicer, as the case
may be) and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Servicer or the Special Servicer, as the case may be, shall not affect any
rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Servicer's or the Special Servicer's, as the
case may be, defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the Servicer, the Trustee, the Fiscal
Agent and the Special Servicer (and the Operating Adviser, in the case of the
Special Servicer).
(d) The Depositor shall indemnify and hold harmless the Servicer
(and its general partner and the directors and officers thereof) or the Special
Servicer and each director, officer, employee or agent of the Servicer or the
Special Servicer and each Person, if any, who controls the Servicer or the
Special Servicer within the meaning of the Act from and against any loss, claim,
damage or liability, joint or several, and any action in respect thereof, to
which the Servicer or the Special Servicer, or any such director, officer or
controlling Person may become subject under the Act, insofar as such loss,
claim, damage, liability or action arises out of or is based upon any untrue
statement of a material fact contained in the Prospectus, or arises out of or is
based upon the omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, and shall reimburse the Servicer or the Special Servicer or any such
director, officer, employee or agent or controlling Person for any legal and
other expenses reasonably incurred by it in investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action;
provided, that the Depositor shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or omission made in the Prospectus in reliance
upon and in conformity with written information concerning the Servicer or the
Special Servicer, as the case may be, furnished to the Depositor by or on behalf
of the Servicer or the Special Servicer, as the case may be, specifically for
inclusion therein. The Servicer or the Special Servicer, as the case may be,
shall immediately notify the Depositor if a claim is made by a third party with
respect to this Section 6.03(d) entitling the Servicer or the Special Servicer,
as the case may be, to indemnification hereunder, whereupon the Depositor shall
assume the
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defense of any such claim (with counsel reasonably satisfactory to the Servicer
and the Special Servicer, as the case may be) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights the
Servicer or the Special Servicer may have to indemnification under this Section
6.03(d), unless the Depositor is prejudiced thereby. The Servicer or the Special
Servicer or any such director, officer, employee or agent or controlling Person
shall have the right to employ separate counsel in any such action and to
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of the Servicer or the Special Servicer, as the case may
be, or such director, officer or controlling Person unless the Depositor has
failed to assume the defense and employ counsel. The indemnification provided
herein shall survive the termination of this Agreement and the termination or
resignation of the Depositor, the Servicer and the Special Servicer.
(e) The Servicer and the Special Servicer shall indemnify and
hold harmless the Depositor, the Trust, the Trustee, the Fiscal Agent, the
Retained Interest Holder (solely with respect to the Retained Interest Holder's
rights under Section 4.01(j)), the Extension Adviser and the Operating Adviser,
in the case of the Special Servicer, each of their respective directors and
officer and any Person who controls the Depositor, the Trust, the Trustee, the
Fiscal Agent, the Retained Interest Holder, the Extension Adviser and the
Operating Adviser, in the case of the Special Servicer, within the meaning of
the Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Depositor, the Trust,
the Trustee, the Fiscal Agent, the Retained Interest Holder, the Extension
Adviser or the Operating Adviser, in the case of the Special Servicer, or any
such director, officer or controlling Person may become subject, under the Act
or otherwise, insofar as, and only to the extent that, such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement of a
material fact contained in the Prospectus, or arises out of or is based upon the
omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
and shall reimburse the Depositor, the Trust, the Trustee, the Fiscal Agent, the
Retained Interest Holder, the Extension Adviser or the Operating Adviser, or any
such director, officer or controlling Person for any legal and other expenses
reasonably incurred by it in investigation or defending or preparing to defend
against any such loss, claim, damage, liability or action, but in each case only
to the extent that the untrue statement or omission was made in reliance upon
and in conformity with written information concerning the Servicer or the
Special Servicer, as the case may be, furnished to the Depositor by or on behalf
of the Servicer or the Special Servicer, as the case may be, specifically for
inclusion therein. The Depositor shall immediately notify the Servicer or the
Special Servicer, as the case may be, if a claim is made by a third party with
respect to this Section 6.03(e) entitling the Depositor, the Trust, the Trustee,
the Fiscal Agent, the Retained Interest Holder, the Extension Adviser or the
Operating Adviser, in the case of the Special Servicer, or any such director,
officer or controlling Person, as the case may be, to indemnification hereunder,
whereupon the Servicer or the Special Servicer, as the case may be, shall assume
the defense of any such claim (with counsel reasonably satisfactory to the
Depositor, the Trustee, the Fiscal Agent, the Retained Interest Holder, the
Extension Adviser or the Operating Adviser, in the case of the Special
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Servicer, as the case may be) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Servicer or the Special Servicer shall not affect any
rights the Depositor, the Trust, the Trustee, the Fiscal Agent, the Retained
Interest Holder, the Extension Adviser or the Operating Adviser, in the case of
the Special Servicer, or any such director, officer or controlling Person may
have to indemnification under this Section 6.03(e), unless the Servicer's or the
Special Servicer's, defense of such claim is materially prejudiced thereby. The
Depositor, the Trust, the Trustee, the Fiscal Agent, the Retained Interest
Holder, the Extension Adviser or the Operating Adviser, in the case of the
Special Servicer, or any such director, officer or controlling Person shall have
the right to employ separate counsel in any such action and to participate in
the defense thereof, but the fees and expense of such counsel shall be at the
expense of the Depositor, the Trust, the Trustee, the Fiscal Agent, the Retained
Interest Holder, the Extension Adviser or the Operating Adviser, in the case of
the Special Servicer, or any such director, officer or controlling Person unless
the Servicer or the Special Servicer, as the case may be, has failed to assume
the defense and employ counsel. The indemnification provided herein shall
survive the termination of this Agreement and the termination or resignation of
the Servicer, the Special Servicer, the Depositor, the Fiscal Agent and the
Trustee (and the Extension Adviser and the Operating Adviser, in the case of the
Special Servicer).
(f) The parties hereto expressly agree that the only written
information furnished by or on behalf of the Servicer and Special Servicer for
inclusion in the Prospectus is the information set forth under the captions
"SERVICING OF MORTGAGE LOANS--The Servicer" on pages S-117 and S-118 (in the
first three paragraphs under such caption) and "SERVICING OF MORTGAGE LOANS--The
Special Servicer" on pages S-119 and S-120 of the Prospectus Supplement,
respectively, which information the Servicer and Special Servicer, as
applicable, hereby represent and warrant is true and correct in all material
respects as of the date of the Prospectus Supplement and as of the Closing Date.
SECTION 6.04. Limitation on Resignation of the Servicer and the
Special Servicer.
(a) The Servicer shall have the right without the prior written
consent of the Trustee to delegate or assign to or subcontract with or authorize
or appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of the Servicer to perform and carry out
any duties, covenants or obligations to be performed and carried out by the
Servicer hereunder; provided, however, that in no case shall any such
delegation, subcontracting or assignment relieve the Servicer of any
responsibility, obligation or liability hereunder; and provided, further that,
notice of such permitted assignment shall be given promptly by the Servicer to
the Special Servicer and the Trustee and any cost thereof be borne by the
Servicer.
Except as expressly provided herein, the Special Servicer shall
not assign or transfer any of its rights, benefits or privileges hereunder to
any other Person, or delegate to
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or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Special Servicer
hereunder; provided that the Special Servicer shall have the right without the
prior written consent of the Trustee to delegate or assign to or subcontract
with or authorize or appoint an Affiliate of the Special Servicer to perform and
carry out any duties, covenants or obligations to be performed and carried out
by the Special Servicer hereunder. In no case, however, shall any such
delegation, subcontracting or assignment to an Affiliate of the Special Servicer
relieve the Special Servicer of any liability hereunder. Notice of such
permitted delegation or assignment shall be given promptly by the Special
Servicer to the Servicer, the Operating Adviser and the Trustee, and any cost
thereof shall be borne by the Special Servicer and in no event shall the Special
Servicer engage any sub-servicer.
(b) Except as otherwise provided in Section 6.04(a), the Servicer
shall not resign from the obligations and duties hereby imposed on it unless it
determines that the Servicer's duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it. Any such determination permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel which
opinion shall be at the expense of the Servicer to such effect delivered to the
Trustee. No such resignation shall become effective until a successor Servicer
shall have (i) satisfied the requirements that would apply pursuant to Section
6.02(b) if a merger had occurred, (ii) assumed the Servicer's responsibilities
and obligations under this Agreement, and (iii) the Rating Agencies shall have
confirmed in writing that such designation shall not result in a downgrading,
qualification, or withdrawal of the then current ratings on the Certificates
that are then rated. Notice of such resignation shall be given promptly by the
Servicer to each of the Rating Agencies, the Special Servicer, the Trustee and
the Depositor.
Except as otherwise provided in this Section 6.04(b), the Special
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that the Special Servicer's duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Special Servicer shall be
evidenced by an Opinion of Counsel which opinion shall be at the expense of the
Special Servicer to such effect delivered to the Servicer, the Operating
Adviser, and the Trustee. No such resignation shall become effective until a
successor special servicer designated by the Operating Adviser and the Trustee
shall have (i) satisfied the requirements that would apply pursuant to Section
6.02(b) if a merger of the Special Servicer had occurred, (ii) assumed the
Special Servicer's responsibilities and obligations under this Agreement and
(iii) each Rating Agency shall have confirmed in writing that such designation
shall not result in a downgrading, qualification, or withdrawal of the then
current ratings on the Certificates that are then rated. Notice of such
resignation shall be given promptly by the Special Servicer to the Servicer, the
Operating Adviser, each of the Rating Agencies, the Trustee, the Depositor and
the Operating Adviser.
No such resignation under the immediately preceding paragraph
above shall become effective unless and until such successor special servicer
enters into an agreement with
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the Trustee assuming the obligations and responsibilities of the Special
Servicer hereunder in form and substance reasonably satisfactory to the Trustee.
SECTION 6.05. Rights of the Depositor and the Trustee in vicer
Respect of the Servicer and the Special Servicer.
Each of the Servicer and the Special Servicer shall afford the
Depositor and the Trustee, upon reasonable notice and (for access after the date
three months after the Closing Date subject to reimbursement of its reasonable
out-of-pocket expenses) during normal business hours, access to all records
maintained by it in respect of its rights and obligations hereunder and access
to its officers responsible for such obligations. Upon request by the Depositor
or the Trustee, each of the Servicer and the Special Servicer shall furnish to
the Depositor and the Trustee its most recent publicly available audited
financial statements and such other information in its possession regarding its
business, affairs, property and condition, financial or otherwise as the party
requesting such information, in its reasonable judgment, determines to be
relevant to the performance of the obligations hereunder of the Servicer or the
Special Servicer, as the case may be; provided, that with respect to requests of
the Depositor to the Servicer or Special Servicer for information other than the
Servicer's or Special Servicer's financial statements, except as otherwise
provided herein, the Servicer or Special Servicer shall not be required to
release any information referred to in this sentence unless the Servicer or
Special Servicer determines, in the exercise of its reasonable discretion, that
such information is relevant to the Depositor's rights and obligations
hereunder.
[End of Article VI]
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ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default; Servicer and Special Servicer
Termination.
(a) "Event of Default", wherever used herein, with respect to the
Servicer, means any one of the following events:
(i) any failure by the Servicer to deposit into the Collection
Account when required any amount required to be so deposited under the
terms of this Agreement; or
(ii) any failure by the Servicer to remit to the Trustee by
12:00 noon (Central Time) on any Servicer Remittance Date any amount
required to be so remitted on such date under the terms of this
Agreement, including, without limitation, any P&I Advance, or any
failure by the Servicer to make any Servicing Advance when it is
required to be made under the terms of this Agreement; or
(iii) any failure on the part of the Servicer to duly observe or
perform in any material respect any other of the covenants or agreements
on the part of the Servicer contained in this Agreement which continues
unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Depositor or the Trustee, except that
if (A) the Servicer is in good faith attempting to remedy such failure,
(B) the Certificateholders will not be materially and adversely affected
thereby and (C) the Servicer delivers an Officer's Certificate to the
Trustee and the Depositor prior to the expiration of the aforesaid
60-day period outlining the actions to be taken by the Servicer to
remedy such failure and setting forth an anticipated date by which such
remedy shall be completed, then such cure period may be extended by the
Trustee for an additional period not to exceed 90 days, provided that
such extension will not result in a downgrading, qualification or
withdrawal of the rating then assigned to any Class of the Certificates
by the Rating Agencies, as confirmed in writing by each Rating Agency;
or
(iv) subject to the last paragraph of Section 2.04(b), any
breach of the representations and warranties set forth in Section 2.04;
or
(v) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings, or
for the winding-up or liquidation of its affairs, shall have been
entered
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against the Servicer or a substantial portion of its property and such
decree or order shall have remained in force undischarged or unstayed
for a period of 45 days; or
(vi) the Servicer shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings or relating to the Servicer or a
substantial portion of its property; or
(vii) the Servicer shall (A) admit in writing its inability to
pay its debts generally as they become due, (B) file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization
statute, (C) make and assignment for the benefit of its creditors, (D)
voluntarily suspend payment of its obligations, or (E) take any
corporate action in furtherance of the foregoing; or
(viii) a change in the status of the Servicer that will result,
in and of itself, in a downgrading, qualification or withdrawal of the
then current rating on any Class of the Certificates that are rated by a
Rating Agency if the Servicer is not replaced.
"Event of Default," whenever used herein with respect to the
Special Servicer, means any one of the following events:
(i) any failure by the Special Servicer to deposit in any REO
Account when due any amount required to be so deposited under the terms
of this Agreement; or
(ii) any failure by the Special Servicer to remit to the Trustee
or the Servicer or to deposit in the Collection Account when due any
amount required to be so remitted or deposited under the terms of this
Agreement; or
(iii) any failure on the part of the Special Servicer to duly
observe or perform in any material respect any other of the covenants or
agreements on the part of the Special Servicer contained in this
Agreement which continues unremedied for a period of 60 days after the
date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Special Servicer by the Operating
Adviser, the Trustee, the Depositor or the Servicer, except that if (A)
the Special Servicer is in good faith attempting to remedy such failure,
(B) the Certificateholders will not be materially and adversely affected
thereby and (C) the Special Servicer delivers an Officers' Certificate
to the Trustee and the Depositor prior to the expiration of the
aforesaid 60-day period outlining the actions to be taken by the Special
Servicer to remedy such failure and setting forth an anticipated date by
which such remedy shall be completed, then such cure period may be
extended by the Trustee for an additional period not to exceed 90 days,
provided that such extension will not result in a downgrading,
qualification or withdrawal of the rating then assigned to any Class of
the Certificates by the Rating Agencies, as confirmed in writing by each
Rating Agency; or
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(iv) subject to the last paragraph of Section 2.05(b), any
breach of the representations and warranties as set forth in Section
2.05; or
(v) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings, or
for the winding-up or liquidation of its affairs, shall have been
entered against the Special Servicer or a substantial portion of its
property and such decree or order shall have remained in force
undischarged or unstayed for a period of 45 days; or
(vi) the Special Servicer shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings or relating to the Special Servicer
or a substantial portion of its property; or
(vii) the Special Servicer shall (A) admit in writing its
inability to pay its debts generally as they become due, (B) file a
petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, (C) make an assignment for the benefit of its
creditors, (D) voluntarily suspend payment of its obligations, or (E)
take any corporate action in furtherance of the foregoing; or
(viii) any change in the status of the Special Servicer that
would result, in and of itself, in a downgrading, qualification or
withdrawal of the then current rating on any Class of the Certificates
that are rated by a Rating Agency if the Special Servicer is not
replaced.
then, and in each and every such case, so long as an Event of Default shall not
have been remedied, the Trustee or the Depositor may, and at the written
direction of the Holders of Certificates entitled to at least 25% of the
aggregate Voting Rights of all Certificates, the Trustee shall, by notice in
writing to the Servicer (if it is the defaulting party) or the Special Servicer
(if it is the defaulting party), as the case may be, terminate all of such
Servicer's or Special Servicer's rights and obligations (including its
obligation to make Advances, in the case of the Servicer) under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than any rights
it may have hereunder as a Certificateholder and any rights or obligations that
accrued prior to the date of such termination (including the right to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination and the right to the benefits of Section 6.03
notwithstanding any such termination). On or after the receipt by the Servicer
or the Special Servicer, as the case may be, of such written notice, all of its
authority and power under this Agreement, whether with respect to the
Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in
the Trustee (in the event either the Servicer or Special Servicer is terminated)
pursuant to and under this Section, and, without limitation, the Trustee is
hereby authorized and empowered to execute
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and deliver, on behalf of and at the expense of the defaulting Servicer or
Special Servicer, as the case may be, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. Each of the Servicer and
the Special Servicer agrees in the event it is terminated pursuant to this
Section 7.01 to promptly (and in any event no later than three Business Days
subsequent to such notice) provide, at its own expense, the Trustee with all
documents and records requested by the Trustee to enable the Trustee to assume
its functions hereunder, and to cooperate with the Trustee and the successor to
its responsibilities hereunder in effecting the termination of its
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee for administration by it, within one Business Day of
receipt thereof, of all cash amounts which shall at the time be or should have
been credited by the Servicer to the Collection Account and any Escrow Account
(if it is then the defaulting party) and by the Special Servicer to any REO
Account (if it is then the defaulting party) or thereafter be received with
respect to the Mortgage Loans. All reasonable out-of-pocket costs and expenses
of the successor Servicer or Special Servicer incurred in connection with
transferring the Mortgage Files to the successor Servicer or Special Servicer,
as the case may be, and amending this Agreement to reflect such succession as
Servicer or Special Servicer, as the case may be, pursuant to this Section 7.01
shall be paid by the predecessor Servicer or Special Servicer, as the case may
be, upon presentation of reasonable documentation of such costs and expenses.
(b) The Trustee will be required to terminate the services of the
Servicer (at any time after the first anniversary date of the Closing Date)
without cause, if (i) it receives from the Depositor written notice that the
Depositor wishes to appoint a successor servicer, (ii) such successor will,
among other things, meet the requirements set forth in Section 6.02(b) and be
reasonably acceptable to the Trustee and (iii) such successor servicer will
execute and deliver to the Trustee an agreement, in form and substance
satisfactory to the Trustee, whereby the successor servicer agrees to assume and
perform punctually the duties of the Servicer specified in this Agreement;
provided that (x) as evidenced in writing by each of the Rating Agencies, the
succession of such proposed servicer will not result in a downgrading,
withdrawal or qualification of the then current ratings provided by the Rating
Agencies in respect to any Class of Outstanding Certificates that is rated, and
(y) the predecessor Servicer is paid or reimbursed by the Depositor or such
successor servicer on or prior to the date of such termination for any
unreimbursed Advances (together with interest thereon at the Advance Rate), any
accrued and unpaid Servicing Fees, and the reasonable out-of-pocket expenses of
the predecessor Servicer in transferring the servicing to such successor
servicer. This Servicer shall not be deemed terminated pursuant to this
subsection (b) until the successor servicer shall have been appointed, as
evidenced by written notice of such appointment delivered to the Servicer by the
Trustee.
(c) The Trustee will be required to terminate the services of the
Special Servicer at any time without cause, if (i) it receives from the
Operating Adviser written notice that the Operating Adviser wishes to appoint a
successor special servicer, (ii) such successor special servicer will, among
other things, meet the requirements set forth in Section 6.02(b)
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and be reasonably acceptable to the Trustee and the Depositor and (iii) such
successor will execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, whereby the successor special
servicer agrees to assume and perform punctually the duties of the Special
Servicer specified in this Agreement; provided, that as evidenced in writing by
each of the Rating Agencies, the succession of such proposed special servicer
shall not result in a downgrading, withdrawal or qualification of the then
current ratings provided by the Rating Agencies in respect to any Class of
Outstanding Certificates that is rated. This Special Servicer shall not be
deemed terminated pursuant to this subsection (c) until the successor special
servicer shall have been appointed. In the event that J.E. Robert Company, Inc.
(but not any successors or assigns) is terminated as Special Servicer without
cause prior to the second anniversary date of the Closing Date pursuant to this
Section 7.01(c), J.E. Robert Company, Inc. shall be entitled to payment by the
Holders of the Controlling Class, on or before the date on which termination
becomes effective, of the Termination Fee. In addition, in the event that the
Special Servicer is terminated at any time without cause pursuant to this
Section 7.01(c), the Special Servicer shall be entitled to payment by the
successor special servicer of any accrued but unpaid Special Servicing Fees and
other Special Servicer compensation as and when applicable amounts on the
Mortgage Loans or REO Properties are collected, which shall include, without
limitation, the following: (i) any Workout Fee being paid to the Special
Servicer based on Net Collections from a Rehabilitated Mortgage Loan prior to
the effective date of termination, which Workout Fee shall continue to be paid
by the successor special servicer to the terminated Special Servicer after the
effective date of termination until such date, if any, as such Mortgage Loan
again becomes a Specially Serviced Mortgage Loan, at the time and in the amounts
provided herein as if the terminated Special Servicer had continued in its
capacity as Special Servicer hereunder; and (ii) with respect to any Specially
Serviced Mortgage Loan or REO Property for which, as of the effective date of
termination, a Workout Fee had not yet been earned by or paid to the terminated
Special Servicer, the successor special servicer shall pay to the terminated
Special Servicer a fraction of any Workout Fee earned or paid on such Specially
Serviced Mortgage Loan or REO Property after the effective date of termination,
the numerator of which is the number of days such Specially Serviced Mortgage
Loan or REO Property was specially serviced by the terminated Special Servicer
and the denominator of which is the total number of days such Specially Serviced
Mortgage Loan or REO Property was specially serviced prior to becoming a
Rehabilitated Mortgage Loan or being liquidated.
SECTION 7.02. Trustee or Servicer to Act; Appointment of
Successor.
On and after the time the Servicer or the Special Servicer, as
the case may be, either resigns or receives a notice of termination for cause
pursuant to Section 7.01(a), and provided that no acceptable successor has been
appointed, the Trustee shall be the successor to the Servicer or Special
Servicer, as the case may be, in all respects in its capacity as Servicer or
Special Servicer under this Agreement and the transactions set forth or provided
for herein and shall be subject to all the responsibilities, duties, liabilities
and limitations on liability relating thereto and that arise thereafter placed
on or for the benefit of the Servicer or Special
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Servicer by the terms and provisions hereof; provided, however, that any failure
to perform such duties or responsibilities caused by the terminated party's
failure to provide information or monies required by Section 7.01 shall not be
considered a default by such successor hereunder. The appointment of a successor
Servicer shall not affect any liability of the predecessor Servicer which may
have arisen prior to its termination as Servicer, and the appointment of a
successor Special Servicer shall not affect any liability of the predecessor
Special Servicer which may have arisen prior to its termination as Special
Servicer. The Trustee in its capacity as successor to the Servicer or the
Special Servicer, as the case may be, shall not be liable for any of the
representations and warranties of the Servicer or the Special Servicer,
respectively, herein or in any related document or agreement, for any acts or
omissions of the predecessor Servicer or Special Servicer, or for any losses
incurred by the Servicer pursuant to Section 3.07 hereunder, nor shall the
Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee as successor Servicer shall be entitled to the Servicing
Fees and all funds relating to the Mortgage Loans which the Servicer would have
been entitled to charge to the Collection Account if the Servicer had continued
to act hereunder, including but not limited to any income or other benefit from
any Eligible Investment pursuant to Section 3.07, and as successor to the
Special Servicer shall be entitled to the Special Servicing Fees, Workout Fees,
and Special Servicer Extension Fees to which the Special Servicer would have
been entitled if the Special Servicer had continued to act hereunder. Should the
Trustee succeed to the capacity of the Servicer or the Special Servicer, the
Trustee shall be afforded the same standard of care and liability as the
Servicer or the Special Servicer, as applicable, hereunder notwithstanding
anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor Servicer or successor Special Servicer, as the
case may be, and not with respect to its role as Trustee hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to act as
successor to the Servicer or Special Servicer, or shall, if it is unable to so
act or if the Holders of Certificates entitled to at least 66-2/3% of the Voting
Rights so request in writing to the Trustee, promptly appoint, or petition a
court of competent jurisdiction to appoint, any established mortgage loan
servicing institution which meets the criteria set forth in Section 6.02(b), as
the successor to the Servicer or the Special Servicer, as applicable, hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Servicer or Special Servicer hereunder. No appointment of a
successor to the Servicer or the Special Servicer hereunder shall be effective
until the assumption by the successor to the Servicer or the Special Servicer of
all its responsibilities, duties and liabilities hereunder that arise
thereafter. Pending appointment of a successor to the Servicer or the Special
Servicer hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided. In
connection with such appointment and assumption of a successor to the Servicer
or Special Servicer as described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as it
and such successor shall agree; provided, however, that no such compensation
with respect to a successor Special Servicer shall be in excess of that
permitted the terminated Special Servicer hereunder. In the event that the
Servicer is terminated or resigns and no qualified successor is willing to be
compensated as successor servicer at the Servicing Fee Rate of 0.023% per annum,
the Trustee shall negotiate such higher Servicing Fee Rate (the "Modified
Servicing Fee Rate") as is reasonably necessary to locate a qualified
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successor servicer; provided, that in no event shall the Modified Servicing Fee
Rate with respect to any Mortgage Loan exceed 0.06% per annum (the sum of (a)
the Servicing Fee Rate of 0.023% per annum, and (b) the Retained Servicing
Interest Rate). The amount of Retained Servicing Interest distributable to the
Seller as provided in Section 4.01(j) shall be reduced by an amount equal to the
excess of the Modified Servicing Fee Rate over 0.023%. The Trustee, the Servicer
or the Special Servicer (whichever is not the terminated party) and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.
The Trustee shall be required within 60 days of assuming its
duties as successor Servicer or Special Servicer, as the case may be, pursuant
to this Section 7.02, to use its best efforts either to satisfy the standards
for such successor as are set forth in this Agreement, or to use reasonable
efforts to locate a successor Servicer or Special Servicer, as the case may be,
who satisfies the criteria stated in Section 6.02(b) and with respect to the
Special Servicer, is acceptable to the Operating Adviser in its sole discretion,
and who is willing to serve as successor Servicer or Special Servicer hereunder,
subject to and upon the terms and conditions stated herein (as they may be
amended from time to time pursuant to the provisions hereof), and, after such
successor is located and accepts its appointment as such, it shall be and become
the successor Servicer or Special Servicer hereunder, and the Trustee shall be
relieved from all further obligations as Servicer or Special Servicer. The
Trustee shall have no obligation to act as a successor Servicer or successor
Special Servicer in the event that the Servicer or Special Servicer, as the case
may be, is terminated without cause pursuant to Section 7.01(b) or (c).
SECTION 7.03. Notification to Certificateholders.
(a) Upon any termination pursuant to Section 7.01 above or
appointment of a successor to the Servicer or the Special Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to the Rating
Agencies, at the expense of the Trust.
(b) Within 10 Business Days after the occurrence of any Event of
Default of which a Responsible Officer of the Trustee has actual knowledge, the
Trustee shall transmit by mail to all Holders of Certificates notice of such
Event of Default, unless such Event of Default shall have been cured or waived.
SECTION 7.04. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except
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as otherwise expressly provided in this Agreement, no remedy provided for by
this Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy and no delay or omission
to exercise any right or remedy shall impair any such right or remedy or shall
be deemed to be a waiver of any Event of Default.
SECTION 7.05. Waiver of Past Events of Default; Termination.
The Holders of Certificates evidencing more than 66-2/3% of the
aggregate Voting Rights of the Certificates may, on behalf of all Holders of
Certificates, waive any default by the Servicer or the Special Servicer in the
performance of its obligations hereunder and its consequences, except a default
in making any required deposits to or payments from the Collection Account and
Escrow Account or in making any required P&I Advances or Servicing Advances in
the case of the Servicer or in making any required deposits to or payments from
the REO Account in the case of the Special Servicer, or in remitting payments as
received to the Servicer by the Special Servicer, in each case in accordance
with this Agreement. Upon any such waiver of a past default, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.
SECTION 7.06. Fiscal Agent or Trustee as Maker of Advances.
(a) In the event that (i) the Servicer fails to fulfill its
obligations hereunder to make any Advances or (ii) a Servicer Advance Limitation
is reached, the Trustee shall immediately notify the Fiscal Agent of such
circumstances in writing, and the Trustee shall perform such obligations (x)
within one Business Day of such failure by the Servicer with respect to
Servicing Advances, and, (y) by no later than 5:00 p.m. (Central Time) on the
related Servicer Remittance Date with respect to P&I Advances, and, with respect
to any such Advance made by the Trustee, subject to the last sentence of Section
3.03(c)(vi), the Trustee shall succeed to all of the Servicer's rights with
respect to Advances hereunder, including, without limitation, the Servicer's
rights of reimbursement and Advance Interest, and rights to give
Nonrecoverability Determination Notices (provided, that any notice required to
be given pursuant to the definition of such term shall be given by the Trustee
to the Depositor) (without regard to any impairment of any such rights of
reimbursement caused by such Servicer's default in its obligations hereunder);
provided, however, that if Advances made by both the Trustee and the Servicer
shall at any time be outstanding, or any Advance Interest shall be accrued and
unpaid, all amounts available to repay such Advances and Advance Interest
hereunder shall be applied entirely to the Advances outstanding to the Trustee,
until such Advances shall have been repaid in full, together with all Advance
Interest accrued thereon. The Trustee shall be entitled to conclusively rely on
any Nonrecoverability Determination Notice in connection with making any
Advances hereunder. In the event the Fiscal Agent is not the initial Fiscal
Agent, with respect to any Distribution Date that the Trustee is required to
make any P&I Advances, immediately upon making such P&I Advances the Trustee
shall notify the Fiscal Agent by facsimile that such P&I Advances have been
made.
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(b) In the event that the Trustee fails to fulfill its
obligations hereunder to make any Advances following the failure of the Servicer
to make an Advance, the Fiscal Agent shall perform such obligations (x) within
one Business Day of such failure by the Trustee with respect to Servicing
Advances, and (y) by no later than 12:00 noon (Central Time) on the related
Distribution Date with respect to P&I Advances, and, with respect to any such
Advance made by the Fiscal Agent, the Fiscal Agent shall succeed to all of the
Trustee's rights with respect to any such Advance hereunder, including, without
limitation, the Trustee's rights of reimbursement and Advance Interest and
rights to give Nonrecoverability Determination Notices (without regard to any
impairment of any such rights of reimbursement caused by such Trustee's default
in its obligations hereunder); provided, however, that if Advances made by the
Servicer, the Trustee and the Fiscal Agent shall at any time be outstanding, or
any Advance Interest shall be accrued and unpaid, all amounts available to repay
such Advances and Advance Interest hereunder shall be applied entirely to the
Advances outstanding to the Fiscal Agent, until such Advances shall have been
repaid in full, together with all Advance Interest accrued thereon. The Fiscal
Agent shall be entitled to conclusively rely on any Nonrecoverability
Determination Notice in connection with making any Advances hereunder.
(c) The Trustee's and the Fiscal Agent's obligation to make
Advances hereunder shall not be subject to a dollar limitation.
[End of Article VII]
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ARTICLE VIII
CONCERNING THE TRUSTEE AND THE FISCAL AGENT
SECTION 8.01. Duties of Trustee.
Prior to the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge and after the curing or
waiver of all such Events of Default which may have occurred, the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement, and no permissive right of the Trustee shall be
construed as a duty. During the continuance of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.
The Trustee, upon receipt of any resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement; provided, however, that the
Trustee shall not be responsible for the accuracy or content of any such
resolution, certificate, statement, opinion, report, document, order or other
instrument. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee shall report such finding to
the presenting party and request the correction of such instrument.
Subject to Section 8.02, no provision of this Agreement shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, its own bad faith or its own willful
misconduct; provided, however, that:
(i) prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, and the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the conclusions expressed therein, upon any resolutions,
certificates, statements, instruments, opinions, reports, notices,
requests, consents, orders, approvals, bonds or other paper or documents
furnished to the Trustee that conform to the requirements of this
Agreement without responsibility for investigating the contents thereof;
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(ii) the Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or
Responsible Officers, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of Holders of Certificates
entitled to more than 50% of the Voting Rights (or such other percentage
as is specified herein) of each affected Class, or of the aggregate
Voting Rights of the Certificates, as applicable, relating to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement;
(iv) the Trustee shall not be charged with knowledge of
any default or Event of Default, including, but not limited to, a
failure by the Servicer or the Special Servicer to comply with the
obligations of the Servicer or the Special Servicer referred to in
Section 7.01, unless a Responsible Officer of the Trustee obtains actual
knowledge of such failure or breach.
The Trustee shall not be required to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if in the
Trustee's opinion the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations of
the Servicer or the Special Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the acting or successor to, and be vested
with the rights, duties, powers and privileges of, the Servicer or the Special
Servicer in accordance with the terms of this Agreement (in which case, the
Trustee shall be obligated to make Advances as required hereunder).
SECTION 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may request and may rely upon and shall be
protected in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document reasonably believed by it to
be genuine and to have been signed or presented by the proper party or
parties and the Trustee shall have no responsibility to ascertain or
confirm the genuineness of any signature of any such party or parties;
(ii) The Trustee may consult with counsel and the advice of such
counsel and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance with such
Opinion of Counsel;
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(iii) (A) The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this Agreement or
to institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this Agreement, unless
such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby; (B) the right of the Trustee to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty and the Trustee shall not be answerable for other
than its negligence, bad faith or willful misconduct in the performance
of any such act; and (C) subject to clause (A), nothing contained herein
shall, however, relieve the Trustee of the obligations, upon the
occurrence of an Event of Default of which a Responsible Officer of the
Trustee has actual knowledge (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Agreement,
and to use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all Events of Default which
may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to
more than 50% (or such other percentage as is specified herein) of the
Voting Rights of any affected Class; provided, however, that if an Event
of Default hereunder shall have occurred and has not been cured or
waived, the Trustee shall make such investigation upon the request in
writing to do so by Holders of Certificates entitled to more than 25% of
the Voting Rights; and further, provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable indemnity against such
costs, expense or liability as a condition to making any such
investigation; and the reasonable expense of every such investigation
shall be paid by the Servicer if an Event of Default shall have occurred
and be continuing relating to the Servicer and by the Special Servicer
if an Event of Default shall have occurred and be continuing relating to
the Special Servicer, and otherwise by the Certificateholders requesting
the investigation; and
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys (individually, an "Agent" or collectively,
"Agents"), including a Paying Agent and a custodian for the Mortgage
Files; provided, however, that any Agent so appointed by
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the Trustee shall in no event be the Depositor, the Special Servicer,
any sub-servicer, or any person known to a Responsible Officer of the
Trustee to be an Affiliate of any of them. Prior to appointing an Agent,
the Trustee shall cause a Responsible Officer of the Trustee to make a
reasonable inquiry of appropriate officers of the Agent as to whether
such prospective Agent is an Affiliate of the Depositor, the Special
Servicer or any sub-servicer. Upon appointing an Agent, the Trustee
shall send notice to the Servicer, the Special Servicer and the
Depositor of the name of the Agent and the Trustee's duties hereunder
which have been assigned to such Agent.
(vii) The Trustee shall not be liable for any investment
of funds directed by the Servicer pursuant to Section 3.07 that is an
Eligible Investment when purchased unless it is the obligor thereon in
its individual capacity.
(b) Following the Startup Day, the Trustee shall not, except as
expressly contemplated by any provision of this Agreement, accept any
contribution of assets to the Trust Fund unless the Trustee shall have received
an Opinion of Counsel, at the expense of the Person seeking to contribute such
assets, to the effect that the inclusion of such assets in the Trust Fund will
not (i) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
subject either the Lower-Tier REMIC or the Upper-Tier REMIC to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances (other than a tax at the highest marginal corporate rate on any
"net income from foreclosure property").
(c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.
The Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the repurchase of
any Mortgage Loan by the Seller pursuant to this Agreement or the eligibility of
any Mortgage Loan for purposes of this Agreement. The Trustee shall be
authorized to and shall prepare, execute and file such tax returns as shall be
necessary and proper in connection with the Trust as set forth in Section 4.05.
SECTION 8.03. Trustee and Fiscal Agent Not Liable for
Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other
than, in the case of the Trustee, the signature and authentication of the
Trustee on the Certificates) shall not be taken as the statements of the Trustee
or the Fiscal Agent, and neither the Trustee nor the Fiscal Agent assumes any
responsibility for their correctness. Neither the Trustee nor the Fiscal Agent
makes any representations or warranties as to the validity or sufficiency of
this
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Agreement or of the Certificates (other than, in the case of the Trustee, the
signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or related document. Neither the Trustee nor the Fiscal Agent
shall at any time have any responsibility or liability for or with respect to
the legality, validity and enforceability of any Mortgage or any Mortgage Loan,
or the perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Fund or the ability of the Trust Fund to generate the payments to be distributed
to Certificateholders under this Agreement, and the Trustee shall not be
responsible or liable for: (i) the existence, condition and ownership of any
Mortgaged Property; (ii) the existence of any hazard or other insurance thereon
(other than if the Trustee shall become the successor to the Servicer or the
Special Servicer pursuant to Section 7.02) or the enforceability thereof; (iii)
the existence of any Mortgage Loan or the contents of the related Mortgage File
on any computer or other record thereof (other than its review procedures set
forth in Sections 2.01 and 2.02 or if the Trustee shall become the successor to
the Servicer or the Special Servicer pursuant to Section 7.02); (iv) the
validity of the assignment of any Mortgage Loan to the Trust Fund or of any
intervening assignment; (v) the completeness of any Mortgage File (other than as
set forth in Sections 2.01 and 2.02); (vi) the performance or enforcement of any
Mortgage Loan (other than if the Trustee shall become the successor to the
Servicer or the Special Servicer pursuant to Section 7.02); (vii) the compliance
by the Depositor, the Servicer or the Special Servicer with any warranty or
representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation prior to the Trustee's receipt
of notice or other discovery of any non-compliance therewith or any breach
thereof; (viii) any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust Fund property that it may hold in its
individual capacity; (ix) the acts or omissions of any of the Depositor, the
Servicer (other than if the Trustee shall become the successor to the Servicer
or the Special Servicer pursuant to Section 7.02), the Special Servicer, any
subservicer, the Extension Adviser, the Operating Adviser or any Borrower except
to the extent such action or omission is at the express written direction of the
Trustee; (x) the failure of the Servicer, the Special Servicer any subservicer,
the Extension Adviser or the Operating Adviser to act or perform any duties
required of it hereunder; (xi) or any action by or omission of the Trustee taken
at the instruction of the Servicer (other than if the Trustee shall assume the
duties of the Servicer or the Special Servicer pursuant to Section 7.02) or the
Special Servicer unless the taking of such action is not permitted by the
express terms of this Agreement. Neither the Trustee nor the Fiscal Agent shall
be accountable for the use or application by the Depositor or the Servicer of
any of the Certificates or of the proceeds of such Certificates, or for the use
or application of any funds paid to the Depositor, the Servicer or the Special
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Collection Account by the Depositor, the Servicer or the Special Servicer, other
than, in the case of the Trustee, any funds held by or on behalf of the Trustee
in accordance with Section 3.05(b). Neither the Trustee nor the Fiscal Agent
shall have any responsibility for filing any financing or continuation statement
in any public office at any time or to otherwise perfect or maintain the
perfection of any security interest or lien granted to it hereunder (unless, in
the case of the Trustee, the Trustee shall have become the successor Servicer or
Special Servicer hereunder) or to record this Agreement.
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The Trustee may request, and conclusively rely upon, an Officers'
Certificate of the Servicer or the Special Servicer, as to whether any breach of
a representation and warranty of the Servicer or the Special Servicer in Section
2.04 or 2.05, as the case may be, is susceptible to cure in all material
respects. The Person making any such filing shall indemnify the Trustee and the
Fiscal Agent (and their respective Affiliates, officers, directors, agents and
employees) and hold them harmless against any and all claims, losses, damages,
costs and expenses (including reasonably attorneys' fees) paid by any of the
foregoing indemnified Persons arising out of any such filing.
It is the intent of the parties hereto that the interest in the
Mortgage Loans vested in the Trustee hereunder is for the express and exclusive
purpose of giving effect to the conveyance of the Mortgage Loans to the Trust
Fund created hereunder and providing security for the payment of principal and
interest due on the Certificates, and not for the purpose of advancing any
personal interest of the Trustee therein.
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.
Each of the Trustee and the Fiscal Agent in its individual
capacity or any other capacity may become the owner or pledgee of Certificates,
and may deal with the Depositor, the Servicer, the Special Servicer, any
Interested Person and the Underwriter in banking transactions, with the same
rights it would have if it were not Trustee.
SECTION 8.05. Payment of Trustee's Fees and Expenses.
(a) As compensation for its activities hereunder, the Trustee
shall be entitled to the Trustee Fee, which shall be payable monthly from
amounts on deposit in the Collection Account as set forth in Section 3.06.
Except as otherwise specifically provided in this Agreement, the Trustee shall
be responsible, at its own expense, for the fees and expenses of the Fiscal
Agent. None of the expenses of the Trustee or any successor trustee (including,
without limitation, the Trustee Fee) shall be an obligation or expense of the
Trust (except as provided in Section 8.05(b) below), the Depositor, the
Servicer, the Special Servicer or any other Person. Beginning one year after the
Closing Date, the Trustee shall pay annually, when due, the monitoring fees of
the Rating Agencies.
(b) The Trust shall pay or reimburse the Trustee and reimburse
the Fiscal Agent from amounts on deposit in the Collection Account, upon its
request, for all reasonable expenses, disbursements and advances (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) incurred or made by the Trustee or the
Fiscal Agent, or any co-trustee appointed in accordance with Section 8.10, in
each case in accordance with any of the provisions of this Agreement, but only
to the extent such expenses, disbursements and advances are expressly
reimbursable under this Agreement or are otherwise "unanticipated" expenses
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), and
except any such expense, disbursement
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or advance as may arise from its negligence, bad faith or willful misconduct or
which is the specific responsibility of the Certificateholders or any other
party under this Agreement.
(c) The Trustee and the Fiscal Agent (and their respective
Affiliates, officers, directors, agents and employees) shall be indemnified by
the Trust and held harmless against any losses, liabilities, damages, claims or
related expenses (including reasonable attorneys' fees) arising in respect of,
or relating in any manner to, this Agreement or the Certificates, including in
connection with any legal action, other than those resulting from the
negligence, bad faith or willful misconduct of the Trustee, the Fiscal Agent or
such other Person, as the case may be, or as to which such indemnified Person is
entitled to indemnification pursuant to subsection (d) of this Section 8.05,
including the reasonable compensation and disbursements and expenses of its
counsel and of all persons not in its regular employ, which right shall be
senior to the rights of all Certificateholders.
(d) The Depositor shall indemnify and hold harmless each of the
Trustee and the Fiscal Agent and each of its directors, officers, employees and
agents and each Person, if any, who controls the Trustee or the Fiscal Agent, as
the case may be, within the meaning of the Act from and against any loss, claim,
damage or liability, joint or several, and any action in respect thereof, to
which each of the Trustee and the Fiscal Agent and each of its directors,
officers, employees or agents or controlling Person may become subject under the
Act, insofar as such loss, claim, damage, liability or action arises out of, or
is based upon any untrue statement or alleged untrue statement of material fact
contained in the Prospectus, or arises out of, or is based upon the omission or
alleged omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, and shall reimburse each of the Trustee and the Fiscal Agent and
each of its directors, officers, employees or agents or controlling Person for
any legal and other expenses reasonably incurred by the Trustee, the Fiscal
Agent or any such director, officer, employee, agent or controlling Person in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action; provided, that the Depositor shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission made in the Prospectus in reliance upon and in conformity
with written information concerning the Trustee or the Fiscal Agent, as the case
may be, furnished to the Depositor by or on behalf of the Trustee or the Fiscal
Agent, as the case may be, specifically for inclusion therein. The Trustee or
the Fiscal Agent, as the case may be, shall immediately notify the Depositor if
a claim is made by a third party with respect to this Section 8.05(d) entitling
the Trustee, the Fiscal Agent or their directors, officers, employees, agents or
controlling Person thereof to indemnification hereunder, whereupon the Depositor
shall assume the defense of any such claim (with counsel reasonably satisfactory
to the Trustee or the Fiscal Agent, as the case may be) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Depositor shall not affect
any rights the Trustee, the Fiscal Agent or any such director, officer,
employee, agent or controlling Person may have to indemnification under this
Section 8.05(d), unless the Depositor is prejudiced thereby. The Trustee, the
Fiscal Agent or any such director, officer, employee, agent or
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controlling Person thereof shall have the right to employ separate counsel in
any such action and to participate in the defense thereof but the fees and
expenses of such counsel shall be at the expense of the Trustee, the Fiscal
Agent or such director, officer, employee, agent or controlling Person thereof
unless the Depositor has failed assume the defense and employ counsel. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the Trustee or the Fiscal Agent, as the
case may be.
(e) The parties hereto expressly agree that the only written
information furnished by or on behalf of the Trustee or the Fiscal Agent for
inclusion in the Prospectus is the information set forth in the third, fifth and
sixth sentences of the first paragraph under the caption "Description of the
Certificates -- The Trustee" on page S-74 of the Prospectus Supplement, and the
information set forth in the first line and the first word of the second line,
in each case, of the first sentence of the first paragraph under the caption
"Description of the Certificates -- The Fiscal Agent" on page S-75 of the
Prospectus Supplement, respectively, which information the Trustee and the
Fiscal Agent hereby represent and warrant is true and correct in all material
respects as of the date of the Prospectus Supplement and as of the Closing Date.
(f) Notwithstanding anything herein to the contrary, this Section
8.05 shall survive the termination or maturity of this Agreement, the
resignation or removal of the Trustee and the Fiscal Agent (as regards rights
accrued prior to such resignation or removal) and (with respect to acts or
omissions during their respective tenures) the resignation, removal or
termination of the Servicer or the Special Servicer.
(g) This Section 8.05 shall be expressly construed to include,
but not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to
any Environmental Law or Environmental Matter.
SECTION 8.06. Eligibility Requirements for Trustee and Fiscal
Agent.
The Trustee hereunder shall at all times be, and will be required
to resign if its fails to be (i) a corporation, national bank or national
banking association, organized and doing business under the laws of any state or
the United States of America, authorized under such laws to exercise corporate
trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority and shall not be an Affiliate of
the Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Servicer or Special Servicer, as
the case may be, pursuant to Section 7.02), (ii) an institution insured by the
Federal Deposit Insurance Corporation, and (iii) an institution whose long-term
senior unsecured debt is rated either (A) if a Fiscal Agent is then currently in
place, not less than (1) "BBB" by S&P and (2) "BBB" by Fitch (provided that the
Fiscal Agent is not an entity that in and of itself would result in the
downgrading, withdrawal or qualification of Fitch's rating of any of the
then-rated Certificates) or (B) if a Fiscal Agent is
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not then in place, "AA" by each Rating Agency (or such entity as would not, as
evidenced in writing by such Rating Agency, adversely affect any of the ratings
then assigned thereby to the Certificates).
If such corporation, national bank or national banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In the event the place of business from which the
Trustee administers the Upper-Tier REMIC and the Lower-Tier REMIC is in a state
or local jurisdiction that imposes a tax on the Trust Fund on the net income of
a REMIC (other than a tax corresponding to a tax imposed under the REMIC
Provisions), the Trustee shall elect either to (i) resign immediately in the
manner and with the effect specified in Section 8.07, (ii) pay such tax at no
expense to the Trust or (iii) administer the Upper-Tier REMIC and Lower-Tier
REMIC from a state and local jurisdiction that does not impose such a tax.
SECTION 8.07. Resignation and Removal of the Trustee and the
Fiscal Agent.
The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicer and the Special Servicer. Upon receiving such notice of resignation,
the Depositor (or, if the Depositor declines or is not legally able to do so,
the Servicer) shall, at the expense of the Trust, promptly remove the Fiscal
Agent and appoint a successor Trustee and Fiscal Agent (which may be the same
Person) by written instrument, in five copies, which instrument shall be
delivered to the resigning Trustee, the Fiscal Agent, the Servicer, the Special
Servicer and the successor Trustee. If no successor Trustee shall have been so
appointed and have accepted appointment within 60 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee and Fiscal Agent.
If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee. If the Depositor removes the Trustee under the
authority of the immediately preceding sentence, the Depositor shall promptly
remove the Fiscal Agent and appoint a successor Trustee and Fiscal Agent (which
may be the same Person) by written instrument, in quadruplicate, which
instrument shall be delivered to the Trustee so removed, to the Fiscal Agent, to
the Servicer, to the Special Servicer and to the successor Trustee.
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The Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights may at any time remove the Trustee, for cause, upon 30 days'
written notice to the Trustee and the Depositor and, in such event, shall
promptly remove the Fiscal Agent, and appoint a successor Trustee and Fiscal
Agent (which may be the same Person) by written instrument or instruments, in
five originals, signed by such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Servicer, one complete set to the Special
Servicer, one complete set to the Trustee so removed, one complete set to the
Fiscal Agent, and one complete set to the successor Trustee so appointed.
Subject to the last sentence of the last paragraph of this
Section 8.07, the Fiscal Agent shall not be entitled to resign, except under a
determination that it may no longer perform its obligations and duties under
applicable law or such obligations and duties are in material conflict by reason
of applicable law with any other activities carried on by it. Any such
determination is required to be evidenced by an Opinion of Counsel to such
effect delivered to the Depositor and the Trustee. The Fiscal Agent may also
resign from its obligations and duties under this Agreement at any time upon
reasonable notice to the Trustee, provided that (i) a successor fiscal agent is
willing to assume the obligations, responsibilities, and covenants to be
performed by the Fiscal Agent on substantially the same terms and conditions,
and for not more than equivalent compensation, (ii) the Fiscal Agent bears all
costs associated with such resignation, (iii) the successor fiscal agent has a
long-term debt rating of at least "AA" from each Rating Agency or, as confirmed
in writing by each Rating Agency, is an entity that in and of itself would not
result in a downgrading, withdrawal or qualification of any rating of any
then-rated Certificate, (iv) the successor fiscal agent is approved by the
Depositor and the Trustee, and (v) the Rating Agencies shall have confirmed in
writing that the appointment of such successor fiscal agent will not adversely
affect or result in a withdrawal, downgrading, or qualification of the ratings
on the Certificates that are then rated.
Upon any resignation or removal of the Fiscal Agent, the Trustee
will be required to designate a successor Fiscal Agent whose appointment will
not adversely affect the ratings on the Certificates then rated, unless (i)
there is a successor Fiscal Agent already provided for in accordance with the
proviso to the last sentence of the preceding paragraph in this Section 8.07, or
(ii) the long-term senior unsecured debt of the Trustee is rated "AA" by each
Rating Agency (or such other rating by either Rating Agency as would not, as
evidenced in writing by such Rating Agency, adversely affect any of the ratings
then assigned thereby to the Certificates).
Any resignation or removal of the Trustee and the Fiscal Agent
and appointment of a successor Trustee and Fiscal Agent pursuant to any of the
provisions of this Section 8.07 shall not become effective until acceptance of
appointment by the successor Trustee and Fiscal Agent as provided in Section
8.08, except that the resignation or removal of the Fiscal Agent shall become
effective immediately if, at the time of such resignation or removal, the
long-term senior unsecured debt of the Trustee is rated "AA" by each Rating
Agency (or such other rating by either Rating Agency as would not, as evidenced
in writing by
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such Rating Agency, adversely affect any of the ratings then assigned thereby to
the Certificates).
Upon any succession of the Trustee and the Fiscal Agent under
this Agreement, the predecessor Trustee and the predecessor Fiscal Agent shall
be entitled to the payment of accrued and unpaid compensation and reimbursement
as provided for under this Agreement for services rendered and expenses
incurred. No Trustee or Fiscal Agent shall be personally liable for any action
or omission of any successor Trustee or successor Fiscal Agent. Notwithstanding
anything to the contrary herein, resignation or removal of the initial Trustee
shall automatically result in the simultaneous resignation or removal of the
initial Fiscal Agent.
SECTION 8.08. Successor Trustee and Fiscal Agent.
Any successor Trustee or Fiscal Agent appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the Depositor and to its
predecessor Trustee or Fiscal Agent an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of such predecessor shall
become effective and such successor Trustee or Fiscal Agent, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if
originally named as Trustee or Fiscal Agent herein, provided, that in the case
of a successor Fiscal Agent, such successor Fiscal Agent is acceptable to each
Rating Agency as evidence in writing by such Rating Agencies. The predecessor
Trustee and Fiscal Agent shall deliver or cause to be delivered to the successor
Trustee all Mortgage Files and related documents and statements held by it
hereunder, and the Depositor and the predecessor Trustee and Fiscal Agent shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
Trustee and Fiscal Agent all such rights, powers, duties and obligations. No
successor Trustee shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor Trustee shall be eligible
under the provisions of Section 8.06. No successor Trustee or Fiscal Agent
hereunder shall have any liability or responsibility for the acts of any
predecessor Trustee or Fiscal Agent hereunder.
Upon acceptance of appointment by a successor Trustee or Fiscal
Agent as provided in this Section 8.08, the successor trustee shall mail notice
of the succession of such Trustee or Fiscal Agent hereunder to all Holders of
Certificates at their addresses as shown in the Certificate Register.
SECTION 8.09. Merger or Consolidation of Trustee or Fiscal
Agent.
Any Person into which the Trustee or the Fiscal Agent may be
merged or converted or with which it may be consolidated or any Person resulting
from any merger, conversion or consolidation to which the Trustee or the Fiscal
Agent shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the
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Fiscal Agent, shall be the successor of the Trustee or the Fiscal Agent,
respectively, hereunder, provided that, in the case of the Trustee, such
successor Person shall be eligible under the provisions of Section 8.06, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. The Trustee
or the Fiscal Agent, as the case may be, will provide notice of such event to
the Servicer, the Special Servicer, the Depositor and the Rating Agencies.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Trustee shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Trustee may consider necessary or desirable (or the
Trustee is advised by the Servicer or Special Servicer that such separate
trustee or co-trustee is necessary or advisable). Any such co-trustee shall be
selected with due care. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
8.06 hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08.
In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as
successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee solely at the direction of the Trustee.
No trustee under this Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Agreement. The
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee.
Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Every such instrument shall be filed with
the Trustee. Each separate trustee and co-trustee, upon its acceptance of the
trusts
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conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee.
Any separate trustee or co-trustee may, at any time, constitute
the Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
SECTION 8.11. Fiscal Agent Appointed; Concerning the Fiscal
Agent.
(a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial
Fiscal Agent hereunder for the purposes of exercising and performing the
obligations and duties imposed upon the Fiscal Agent by Section 7.06.
(b) The Fiscal Agent undertakes to perform such duties (and only
such duties) as are specifically set forth in Section 7.06 of this Agreement.
(c) No provision of this Agreement shall be construed to relieve
the Fiscal Agent from liability for its own negligent action, its own negligent
failure to act or its own willful misfeasance; provided, however, that (i) the
duties and obligations of the Fiscal Agent shall be determined solely by the
express provisions of Section 7.06 of this Agreement, the Fiscal Agent shall not
be liable except for the performance of such duties and obligations, no implied
covenants or obligations shall be read into this Agreement against the Fiscal
Agent and, in the absence of bad faith on the part of the Fiscal Agent, the
Fiscal Agent may conclusively rely, as to the truth and correctness of the
statements or conclusions expressed therein, upon any resolutions, certificates,
statements, opinions, reports, orders, instruments or other documents furnished
to the Fiscal Agent by the Depositor, the Servicer or the Special Servicer
without responsibility for investigating the contents thereof, and (ii) the
Fiscal Agent shall have the benefit of the provisions of clauses (ii) and (iii)
of Section 8.01.
(d) Except as otherwise provided in Section 8.11(c), the Fiscal
Agent shall have the benefit of the provisions of clauses (i), (ii) and (iii)
(but clause (C) shall not be deemed to be applicable to the Fiscal Agent), (iv),
and (v) (but the provisos thereto shall not be deemed applicable to the Fiscal
Agent) of Section 8.02(a).
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SECTION 8.12. Appointment of Custodians.
The Trustee may appoint one or more Custodians to hold all or a
portion of the Mortgage Files as agent for the Trustee, by entering into a
Custodial Agreement. The Trustee agrees to comply with the terms of each
Custodial Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders. Each Custodian (i) shall be
a depository institution subject to supervision by federal or state authority,
(ii) shall have a combined capital and surplus of at least $10,000,000, (iii)
shall have a long-term debt rating of at least "BBB" from each Rating Agency,
unless each Rating Agency has confirmed in writing that the appointment of a
Custodian with a lower rating shall not result, in and of itself, in a
downgrade, qualification or withdrawal of the then current rating of the
Certificates, and (iv) shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File. Each Custodial Agreement may be amended only
as provided in Section 10.07. Any reasonable compensation paid to the Custodian
shall be an unreimbursable expense of the Trustee. The Trustee shall serve as
the initial Custodian.
SECTION 8.13. Representations and Warranties of the Trustee and
the Fiscal Agent.
(a) The Trustee hereby represents and warrants as of the Closing
Date that:
(i) The Trustee is a banking corporation, duly organized, validly
existing and in good standing under the laws governing its
creation and existence and has full corporate power and
authority to own its property, to carry on its business as
presently conducted, and to enter into and perform its
obligations under this Agreement;
(ii) The execution and delivery by the Trustee of this Agreement have
been duly authorized by all necessary corporate action on the
part of the Trustee; neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
in this Agreement, nor compliance with the provisions of this
Agreement, will conflict with or result in a breach of, or
constitute a default under, (i) any of the provisions of any
law, governmental rule, regulation, judgment, decrees or order
binding on the Trustee or its properties that would materially
and adversely affect the Trustee's ability to perform its
obligations under this Agreement, (ii) the organizational
documents of the Trustee, or (iii) the terms of any material
agreement or instrument to which the Trustee is a party or by
which it is bound; the Trustee is not in default with respect to
any order or decree of any court or any order, regulation or
demand of any federal, state, municipal or other governmental
agency, which default would materially and adversely affect its
performance under this Agreement;
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(iii) The execution, delivery and performance by the Trustee of this
Agreement and the consummation of the transactions contemplated
by this Agreement do not require the consent, approval,
authorization or order of, the giving of notice to or the
registration with any state, federal or other governmental
authority or agency, except such as has been or will be
obtained, given, effected or taken in order for the Trustee to
perform its obligations under this Agreement;
(iv) This Agreement has been duly executed and delivered by the
Trustee and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a valid and binding
obligation of the Trustee, enforceable against the Trustee in
accordance with its terms, subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other similar laws affecting creditors' rights
generally as from time to time in effect, and to general
principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);
(v) There are no actions, suits or proceeding pending or, to the
best of the Trustee's knowledge, threatened, against the Trustee
that, either in one instance or in the aggregate, would draw
into question the validity of this Agreement, or which would be
likely to impair materially the ability of the Trustee to
perform under the terms of this Agreement; and
(vi) No more than five percent of the outstanding voting stock of the
Trustee is owned by any of the Depositor, the Seller, the
Servicer or the Special Servicer.
(b) The Fiscal Agent hereby represents and warrants as of the
Closing Date that:
(i) The Fiscal Agent is a foreign banking corporation duly
organized, validly existing and in good standing under the laws
governing its creation and existence and has full corporate
power and authority to own its property, to carry on its
business as presently conducted, and to enter into and perform
its obligations under this Agreement;
(ii) The execution and delivery by the Fiscal Agent of this Agreement
have been duly authorized by all necessary corporate action on
the part of the Fiscal Agent; neither the execution and delivery
of this Agreement, nor the consummation of the transactions
contemplated in this Agreement, nor compliance with the
provisions of this Agreement, will conflict with or result in a
breach of, or constitute a default under, (i) any of the
provisions of any law, governmental rule, regulation, judgment,
decrees or order binding on the Fiscal Agent or its properties
that would materially and adversely affect the Fiscal Agent's
ability to perform its obligations under this Agreement, (ii)
the organizational documents of
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the Fiscal Agent, or (iii) the terms of any material agreement
or instrument to which the Fiscal Agent is a party or by which
it is bound; the Fiscal Agent is not in default with respect to
any order or decree of any court or any order, regulation or
demand of any federal, state, municipal or other governmental
agency, which default would materially and adversely affect its
performance under this Agreement;
(iii) The execution, delivery and performance by the Fiscal Agent of
this Agreement and the consummation of the transactions
contemplated by this Agreement do not require the consent,
approval, authorization or order of, the giving notice to, or
the registration with, any state, federal or other governmental
authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof;
(iv) This Agreement has been duly executed and delivered by the
Fiscal Agent and, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid and
binding obligation of the Fiscal Agent, enforceable against the
Fiscal Agent in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws
affecting creditors' rights generally as from time to time in
effect, and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law); and
(v) There are no actions, suits or proceedings pending or, to the
best of the Fiscal Agent's knowledge, threatened, against the
Fiscal Agent that, either in any one instance or in the
aggregate, would draw into question the validity of this
Agreement, or which would be likely to impair materially the
ability of the Fiscal Agent to perform under the terms of this
Agreement.
[End of Article VIII]
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ARTICLE IX
TERMINATION
SECTION 9.01. Termination.
(a) Except as provided in Sections 2.04(b), 2.05(b), 6.03,
8.05(c) and 8.05(d), the respective obligations and responsibilities of the
Servicer, the Depositor, the Fiscal Agent, the Special Servicer and the Trustee
created hereby with respect to the Certificates (other than the obligation to
make certain payments, to file certain tax returns and to send certain notices
to Certificateholders as hereinafter set forth) shall terminate immediately
following the occurrence of the last action required to be taken by the Trustee
pursuant to this Article IX on the Termination Date; provided, however, that in
no event shall the trust created hereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date hereof.
(b) The Trust Fund shall be terminated and the assets of the
Trust Fund shall be sold or otherwise disposed of in connection therewith, only
pursuant to a "plan of complete liquidation" of each of the Upper-Tier REMIC and
the Lower-Tier REMIC within the meaning of Code Section 860F(a)(4)(A) requiring
that the Trust Fund shall terminate on a Distribution Date occurring not more
than 90 days following the date of adoption of such plan of complete
liquidation. For purposes of this Section 9.01(b), the Notice of Termination
given pursuant to Section 9.01(c) shall constitute the adoption of the plan of
complete liquidation of each of the Upper-Tier REMIC and the Lower-Tier REMIC as
of the date such notice is given, which date shall be specified by the Trustee
in the final federal income tax returns of the Upper-Tier REMIC and the
Lower-Tier REMIC constituted by the Trust Fund.
(c) Each of the Depositor, the Servicer and any Holder of a Class
LR Certificate (individually, a "Possible Purchaser" and, collectively,
"Possible Purchasers") may at its option, upon not less than 30 days' prior
notice ("Purchase Notice") given to the Trustee and each of the other Possible
Purchasers on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, purchase on the Early Termination Determination
Date all, but not less than all, of the Mortgage Loans and REO Properties then
included in the Trust Fund, and all property acquired in respect of any Mortgage
Loan, at a purchase price (the "Minimum Termination Price"), payable in cash or
credited against cash distributions to be made on Certificates held by the
Depositor, the Servicer or the Holder of the Class LR Certificates, as the case
may be, as a result of such early termination of the Trust Fund, equal to not
less than the greater of:
(i) the Certificate-Based Minimum (as defined below); and
(ii) the aggregate fair market value (determined by an
Independent appraiser acceptable to the Trustee) of the Mortgage Loans
and all other property in the Trust Fund (including REO Properties) as
of the Early Termination Determination
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Date; provided, however, that if within the 30-day period
following receipt of a Purchase Notice, any Possible Purchaser
gives notice to the other Possible Purchasers that it will pay
in excess of the purchase price set forth in the Purchase Notice
(which purchase price shall be in excess of the Minimum
Termination Price) or any other notice delivered to the other
Possible Purchasers during such 30-day period, the Possible
Purchaser which shall purchase on the Early Termination
Determination Date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and all property acquired
in respect of any Mortgage Loan, shall be the Possible Purchaser
who offered to pay the highest price during such 30-day period
and such purchase shall be consummated at such highest price.
The "Certificate-Based Minimum" shall be the sum of (a) 100% of
the aggregate unpaid principal balance of the Mortgage Loans (other than REO
Mortgage Loans) plus accrued and unpaid interest on each such Mortgage Loan at
the related Mortgage Interest Rate to the Due Date for such Mortgage Loan in the
Prepayment Period of purchase, (b) all related unreimbursed Servicing Advances
(plus Advance Interest thereon and on any other unreimbursed Advances), plus (c)
the fair market value (as determined by the Trustee) of any REO Property
remaining in the Trust Fund.
All costs and expenses incurred by any party (including the
Trustee) to this Agreement or by the Trust Fund in connection with the purchase
of the Mortgage Loans and other assets of the Trust Fund pursuant to this
Section 9.01(c) shall be borne by the party exercising its purchase rights
hereunder.
(d) Notice of any termination of the Trust Fund pursuant to this
Section 9.01 shall be mailed by the Trustee to affected Certificateholders at
their addresses shown in the Certificate Register as soon as practicable after
the Trustee shall have received, given or been deemed to have received a Notice
of Termination but in any event not more than thirty days, and not less than ten
days, prior to the Anticipated Termination Date. The notice mailed by the
Trustee to affected Certificateholders shall:
(i) specify the Anticipated Termination Date on which the final
distribution is anticipated to be made to Holders of Certificates of the
Classes specified therein;
(ii) specify the amount of any such final distribution, if
known; and
(iii) state that the final distribution to Certificateholders
will be made only upon presentation and surrender of Certificates at the
office of the Trustee therein specified.
If the Trust Fund is not terminated on any Anticipated
Termination Date for any reason, the Trustee shall promptly mail notice thereof
to each affected Certificateholder.
(e) Any funds not distributed on the Termination Date because of
the failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the
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account of the appropriate non-tendering Certificateholders, whereupon the Trust
Fund shall terminate. If any Certificates as to which notice of the Termination
Date has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining
Certificateholders, at their last addresses shown in the Certificate Register,
to surrender their Certificates for cancellation in order to receive, from such
funds held, the final distribution with respect thereto. If within one year
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee may, directly or through an agent, take appropriate
steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If after
the second notice any Certificates shall not have been surrendered for
cancellation, the Trustee shall continue to hold such amounts for the benefit of
such Holders. No interest shall accrue or be payable to any Certificateholder on
any amount held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01.
Such funds held by the Trustee will remain uninvested.
[End of Article IX]
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ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
SECTION 10.02. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as herein before provided, and unless also the
Holders of Certificates entitled to more than 50% of the Voting Rights allocated
to each affected Class of Certificates shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 15 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates of any Class shall have any
right in any manner whatever by virtue of any provision of this Agreement to
affect, disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Certificates of such Class. For the protection and enforcement of the
provisions of this Section, each and every
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Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
SECTION 10.03. Governing Law.
This Agreement shall be construed in accordance with the laws of
the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
SECTION 10.04. Notices.
All demands, notices and communications hereunder shall be in
writing, may be given by telecopy transmission, shall be deemed to have been
given upon receipt (except that notices to any Holder of any Class of
Certificates (solely in its capacity as such) shall be deemed to have been given
upon being sent by first class mail, postage prepaid) as follows:
If to the Trustee, to its Corporate Trust Office.
If to the Fiscal Agent, to:
ABN AMRO Bank N.V.
135 South LaSalle Street
Suite 200
Chicago, Illinois 60603-4107
Attention: Asset-Backed Securities
Trust Services SASCO 1996-CFL
With a copy to:
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005-1413
Attention: Kevin C. Blauch
If to the Depositor, to:
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
Attention: Manager of Commercial Contract Finance
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If to the Servicer, to:
Midland Loan Services, L.P.
2001 Shawnee Mission Parkway
Shawnee Mission, Kansas 66205
Attention: Alan L. Atterbury
Telecopy No.: (913) 384-0413
With a copy to:
Morrison & Hecker L.L.P.
2600 Grand Avenue
Kansas City, Missouri 64108-4606
Attention: William A. Hirsch, Esq.
Telecopy No.: (816) 474-4208
If to the Special Servicer, to:
J.E. Robert Company, Inc.
15660 North Dallas Parkway, Suite 1100
Dallas, Texas 75248
Attention: Keith W. Belcher
If to the Underwriter, to:
Lehman Brothers Inc.
200 Vesey Street, 20th Floor
New York, NY 10285-2000
Attention: Head of Real Estate and
Mortgage Industries Group
If to the Seller, to:
Julian Burke, Second Special Deputy Rehabilitator
Confederation Life Insurance Company
(U.S.) in Rehabilitation
260 Interstate North, Atlanta, Georgia 30339
Attention: Julian Burke
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With a copy to:
Confederation Life Insurance Company
(U.S.) in Rehabilitation
260 Interstate North, Atlanta, Georgia 30339
Attention: Michael Buquoi
and to
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
Attention: Michael S. Gambro, Esq.
If to any Certificateholder, to the address set forth in the
Certificate Register, or to such other address as any of the parties to this
Agreement shall specify by written notice to the other parties hereto.
SECTION 10.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then,
to the extent permitted by applicable law, such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.
SECTION 10.06. Notice to Rating Agencies.
(a) The Trustee shall promptly provide notice to each Rating
Agency with respect to each of the following of which a Responsible Officer of
the Trustee has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been
cured;
(iii) the resignation or termination of the Servicer, the
Trustee, the Fiscal Agent or the Special Servicer, and the appointment
of any successor Trustee or co-trustee;
(iv) the occurrence of a breach of representations and
warranties contained in Sections 2.04 or 2.05;
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(v) the repurchase of Mortgage Loans pursuant to Section 2.03(b)
or 3.18(a);
(vi) the final payment to any Class of Certificateholders;
(vii) any change in the location of the Collection Account or
the Distribution Account; and
(viii) any event that would result in the voluntary or
involuntary termination of any insurance of the accounts of the Servicer
or the Special Servicer, if applicable.
In addition, the Trustee shall promptly furnish to each Rating
Agency copies of each report to Certificateholders described in Section 4.02.
(b) Each of the Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:
(i) each of its annual statements as to compliance described in
Section 3.14;
(ii) each of its annual independent public accountants'
servicing reports described in Section 3.15;
(iii) each inspection report produced pursuant to Section 3.19;
and
(iv) each modification, waiver, amendment, and consent and any
substitution of collateral entered into in accordance with Section 3.20.
(c) The Servicer or the Special Servicer, as the case may be,
shall furnish each Rating Agency with such information with respect to the
Mortgage Loans, and such other information, as such Rating Agency shall
reasonably request and which the Servicer or the Special Servicer, as the case
may be, can reasonably obtain. At least once per year, the Trustee will request,
at its own expense, in writing that each Rating Agency maintain in effect a
current rating of the Certificates initially rated by such Rating Agency for so
long as such Certificates are outstanding. Nothing in this Section 10.06(c)
shall detract from the obligation of the Servicer and the Special Servicer to
observe any applicable law prohibiting disclosure of information with respect to
the Borrowers, and the failure of the Servicer or the Special Servicer to
provide access as provided in this Section 10.06(c) as a result of such
obligation shall not constitute a breach of this Section 10.06(c).
(d) Notices to the Rating Agencies shall be addressed as follows:
Notices to Fitch shall be addressed to:
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Fitch Investors Service, L.P.
One State Street Plaza
New York, New York 10004
Attention: Commercial Mortgage Surveillance
Notices to S&P shall be addressed to:
Standard & Poor's
26 Broadway
New York, New York 10004
Attention: Commercial Mortgage Surveillance Group
or in each case to such other address as such Rating Agency shall specify by
written notice to the parties hereto.
(e) No act or omission shall in any event be deemed or determined
under this Agreement not to cause or result in the downgrading, qualification or
withdrawal of the rating or ratings then assigned to any Class of Certificates
by any Rating Agency unless and until such Rating Agency has notified the
Trustee in writing that such act or omission will not cause or result in such
downgrading, qualification or withdrawal of such rating by such Rating Agency.
SECTION 10.07. Amendment.
This Agreement or any Custodial Agreement may be amended from
time to time by the Depositor, the Servicer, the Special Servicer, the Fiscal
Agent and the Trustee, without the consent of any of the Certificateholders, to
cure any ambiguity, to correct or supplement any provisions herein or therein
that may be inconsistent with any other provisions herein or therein, to
maintain the rating or ratings assigned to the Class A, Class B, Class C, Class
D, Class E, Class F, Class G, Class H and Class X Certificates by any Rating
Agency, or to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be inconsistent with the provisions
of this Agreement; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel acceptable to the Depositor and the Trustee (which
shall be at the expense of the party requesting such amendment (or, if such
amendment is required by any Rating Agency to maintain the rating issued by it
or requested by the Trustee in order to clarify any ambiguity or resolve any
inconsistency, then the related Opinion of Counsel shall be an expense of the
Trust)), adversely affect in any material respect the interests of any
Certificateholder. This Agreement or any Custodial Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the
Fiscal Agent and the Trustee with the consent of the Holders of Certificates
representing not less than 66-2/3% of the aggregate Percentage Interests of each
Class of Certificates affected by the amendment for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this
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Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01.
Further, the Depositor, the Servicer, the Special Servicer, the
Fiscal Agent and the Trustee, at any time and from time to time, without the
consent of the Certificateholders, may amend this Agreement or any Custodial
Agreement to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC, or to prevent or reduce the imposition of
any material federal, state or local taxes, at all times that any Certificates
are outstanding; provided, however, that such action, as evidenced by an Opinion
of Counsel acceptable to the Trustee (obtained at the expense of the Trust), is
necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the
interest of any Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.07 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
Notwithstanding any contrary provision of this Agreement, no
amendment shall be made to this Agreement or any Custodial Agreement unless the
Depositor, Fiscal Agent, Special Servicer, Servicer and the Trustee each shall
have received an Opinion of Counsel, at the expense of the party requesting such
amendment (or, if such amendment is required by any Rating Agency to maintain
the rating issued by it or requested by the Trustee in order to clarify any
ambiguity or resolve any inconsistency, then at the expense of the Trust), to
the effect that such amendment will not cause either the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or
the Lower-Tier REMIC under the REMIC Provisions.
Prior to the execution of any amendment to this Agreement or any
Custodial Agreement, the Trustee, Depositor, Fiscal Agent, Special Servicer and
the Servicer shall be entitled to receive and rely upon an Opinion of Counsel,
at the expense of the party requesting such amendment (or, if such amendment is
required by any Rating Agency to maintain the rating issued by it or requested
by the Trustee in order to clarify any ambiguity or resolve any
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inconsistency, then at the expense of the Trust) stating that the execution of
such amendment is authorized or permitted by this Agreement. The Trustee may,
but shall not be obligated to, enter into any such amendment which affects the
Trustee's own rights, duties or immunities under this Agreement.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
225
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IN WITNESS WHEREOF, the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee have caused their names to be signed
hereto by their respective officers thereunto duly authorized all as of the day
and year first above written.
STRUCTURED ASSET SECURITIES CORPORATION,
as Depositor
By:__________________________________________
Name:____________________________________
Title:___________________________________
MIDLAND LOAN SERVICES, L.P.,
as Servicer
By: MIDLAND DATA SYSTEMS, INC.,
its general partner
By:__________________________________________
Name:____________________________________
Title:___________________________________
J. E. ROBERT COMPANY, INC.,
as Special Servicer
By:__________________________________________
Name:____________________________________
Title:___________________________________
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<PAGE>
LASALLE NATIONAL BANK,
as Trustee
By: _________________________________________
Name:____________________________________
Title:___________________________________
ABN AMRO BANK N.V.,
as Fiscal Agent
By:__________________________________________
Name:____________________________________
Title:___________________________________
227
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EXHIBIT A-1
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS A-1A
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 5.711% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
DENOMINATION: $______________ PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DATE OF POOLING AND SERVICING AGREEMENT: AS OF
FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 863572HP1
MARCH 25, 1996
CERTIFICATE NO.: A-1A-__
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS A-1A CERTIFICATES
AS OF THE CLOSING DATE: $149,769,093.00
</TABLE>
<PAGE>
<PAGE>
CLASS A-1A CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-1A Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class A-1A Certificates. The Certificates are designated
as the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
2
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-1A
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class A-1A Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
3
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that
4
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such action shall not, as evidenced by an Opinion of Counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the interest
of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
5
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
6
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants
in common Act _________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:_______________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
7
<PAGE>
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
8
<PAGE>
<PAGE>
EXHIBIT A-2
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS A-1B
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 5.751% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
DENOMINATION: $______________ PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DATE OF POOLING AND SERVICING AGREEMENT: AS OF
FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 863572HQ9
MARCH 25, 1996
CERTIFICATE NO.: A-1B-__
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS A-1B CERTIFICATES
AS OF THE CLOSING DATE: $196,000,000.00
</TABLE>
<PAGE>
<PAGE>
CLASS A-1B CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-1B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class A-1B Certificates. The Certificates are designated
as the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
2
<PAGE>
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-1B
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class A-1B Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
3
<PAGE>
<PAGE>
Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that
4
<PAGE>
<PAGE>
such action shall not, as evidenced by an Opinion of Counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the interest
of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
5
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
6
<PAGE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT__________Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
7
<PAGE>
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
8
<PAGE>
<PAGE>
EXHIBIT A-3
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS A-1C
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 5.944% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
DENOMINATION: $______________ PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DATE OF POOLING AND SERVICING AGREEMENT: AS OF
FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 863572HR7
MARCH 25, 1996
CERTIFICATE NO.: A-1C-__
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS A-1C CERTIFICATES
AS OF THE CLOSING DATE: $441,000,000.00
</TABLE>
<PAGE>
<PAGE>
CLASS A-1C CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-1C Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class A-1C Certificates. The Certificates are designated
as the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
2
<PAGE>
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-1C
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class A-1C Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that
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<PAGE>
such action shall not, as evidenced by an Opinion of Counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the interest
of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:_________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
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EXHIBIT A-4
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS A-2A
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 7.750% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
DENOMINATION: $______________ PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DATE OF POOLING AND SERVICING AGREEMENT: AS OF
FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 863572HS5
MARCH 25, 1996
CERTIFICATE NO.: A-2A -__
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS A-2A CERTIFICATES
AS OF THE CLOSING DATE: $171,097,717.00
</TABLE>
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CLASS A-2A CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-2A Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class A-2A Certificates. The Certificates are designated
as the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-2A
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class A-2A Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that
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<PAGE>
such action shall not, as evidenced by an Opinion of Counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the interest
of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-2A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of urvivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:__________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
8
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<PAGE>
EXHIBIT A-5
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS A-2B
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 6.759% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
DENOMINATION: $______________ PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DATE OF POOLING AND SERVICING AGREEMENT: AS OF
FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 863572HT3
MARCH 25, 1996
CERTIFICATE NO.: A-2B-__
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS A-2B CERTIFICATES
AS OF THE CLOSING DATE: $175,000,000.00
</TABLE>
<PAGE>
<PAGE>
CLASS A-2B CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-2B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class A-2B Certificates. The Certificates are designated
as the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
2
<PAGE>
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-2B
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class A-2B Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
3
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<PAGE>
Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that
4
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<PAGE>
such action shall not, as evidenced by an Opinion of Counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the interest
of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
5
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-2B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
6
<PAGE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
7
<PAGE>
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
8
<PAGE>
<PAGE>
EXHIBIT A-6
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS B
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO A
PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A GOVERNMENTAL PLAN
AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE SUCH CERTIFICATE UNLESS IT IS
PURCHASING THE CERTIFICATE WITH THE ASSETS OF AN INSURANCE COMPANY GENERAL
ACCOUNT AND THE EXEMPTIVE RELIEF AFFORDED UNDER SECTION III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 IS AVAILABLE FOR THE PURCHASE AND HOLDING OF
THE CERTIFICATE BY SUCH PURCHASER. EACH PURCHASER OR TRANSFEREE OF THIS
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF A PLAN TO ACQUIRE SUCH
CERTIFICATE, OR THAT IT IS PURCHASING THE CERTIFICATE WITH THE ASSETS OF AN
INSURANCE COMPANY GENERAL ACCOUNT AND THAT THE EXEMPTIVE RELIEF AFFORDED UNDER
SECTION III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 IS AVAILABLE FOR THE
PURCHASE AND HOLDING OF THE CERTIFICATE BY SUCH PURCHASER.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 6.303% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE MORTGAGE
LOANS AFTER DEDUCTING PAYMENTS DUE
AND PREPAYMENTS RECEIVED ON OR BEFORE
CUT-OFF DATE: $1,926,540,223.25
DENOMINATION: $______________
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C>
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT
TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
MARCH 25, 1996 CUSIP NO. 863572HY2
APPROXIMATE AGGREGATE CERTIFICATE NO.: B-__
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS B CERTIFICATES
AS OF THE CLOSING DATE: $96,005,662.00
</TABLE>
2
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<PAGE>
CLASS B CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class B Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
3
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<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class B
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class B Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
4
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Each purchaser or transferee of this Certificate shall be deemed
to represent that it is not a Plan or a Person acting on behalf of any such Plan
or using the assets of a Plan to acquire such Certificate, or that it is
purchasing the Certificate with the assets of an insurance company general
account and that the exemptive relief afforded under Section III of Prohibited
Transaction Class Exemption 95-60 is available for the purchase and holding of
the Certificate by such purchaser.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of
5
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<PAGE>
any of the Certificateholders, to cure any ambiguity, to correct or supplement
any provisions herein or therein that may be inconsistent with any other
provisions herein or therein, to maintain the rating or ratings assigned to each
Class of Regular Certificates (other than the Class I, Class J and Class P
Certificates) by each Rating Agency, or to make any other provisions with
respect to matters or questions arising under the Pooling and Servicing
Agreement which shall not be inconsistent with the provisions of the Pooling and
Servicing Agreement; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel acceptable to the Depositor and the Trustee, adversely
affect in any material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
6
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Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
7
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
8
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
9
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<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
10
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<PAGE>
EXHIBIT A-7
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS C
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO A
PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A GOVERNMENTAL PLAN
AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE SUCH CERTIFICATE UNLESS IT IS
PURCHASING THE CERTIFICATE WITH THE ASSETS OF AN INSURANCE COMPANY GENERAL
ACCOUNT AND THE EXEMPTIVE RELIEF AFFORDED UNDER SECTION III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 IS AVAILABLE FOR THE PURCHASE AND HOLDING OF
THE CERTIFICATE BY SUCH PURCHASER. EACH PURCHASER OR TRANSFEREE OF THIS
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF A PLAN TO ACQUIRE SUCH
CERTIFICATE, OR THAT IT IS PURCHASING THE CERTIFICATE WITH THE ASSETS OF AN
INSURANCE COMPANY GENERAL ACCOUNT AND THAT THE EXEMPTIVE RELIEF AFFORDED UNDER
SECTION III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 IS AVAILABLE FOR THE
PURCHASE AND HOLDING OF THE CERTIFICATE BY SUCH PURCHASER.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 6.525% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
DENOMINATION: $___________ PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C>
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT
TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
MARCH 25, 1996 CUSIP NO. 863572HZ9
APPROXIMATE AGGREGATE CERTIFICATE NO.: C-__
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS C CERTIFICATES
AS OF THE CLOSING DATE: $134,407,927.00
</TABLE>
2
<PAGE>
<PAGE>
CLASS C CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class C Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class C Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class C
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class C Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Each purchaser or transferee of this Certificate shall be deemed
to represent that it is not a Plan or a Person acting on behalf of any such Plan
or using the assets of a Plan to acquire such Certificate, or that it is
purchasing the Certificate with the assets of an insurance company general
account and that the exemptive relief afforded under Section III of Prohibited
Transaction Class Exemption 95-60 is available for the purchase and holding of
the Certificate by such purchaser.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of
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any of the Certificateholders, to cure any ambiguity, to correct or supplement
any provisions herein or therein that may be inconsistent with any other
provisions herein or therein, to maintain the rating or ratings assigned to each
Class of Regular Certificates (other than the Class I, Class J and Class P
Certificates) by each Rating Agency, or to make any other provisions with
respect to matters or questions arising under the Pooling and Servicing
Agreement which shall not be inconsistent with the provisions of the Pooling and
Servicing Agreement; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel acceptable to the Depositor and the Trustee, adversely
affect in any material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
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Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act _________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated: _______________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
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EXHIBIT A-8
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS D
THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO A
PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A GOVERNMENTAL PLAN
AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE SUCH CERTIFICATE UNLESS IT IS
PURCHASING THE CERTIFICATE WITH THE ASSETS OF AN INSURANCE COMPANY GENERAL
ACCOUNT AND THE EXEMPTIVE RELIEF AFFORDED UNDER SECTION III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 IS AVAILABLE FOR THE PURCHASE AND HOLDING OF
THE CERTIFICATE BY SUCH PURCHASER. EACH PURCHASER OR TRANSFEREE OF THIS
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF A PLAN TO ACQUIRE SUCH
CERTIFICATE, OR THAT IT IS PURCHASING THE CERTIFICATE WITH THE ASSETS OF AN
INSURANCE COMPANY GENERAL ACCOUNT AND THAT THE EXEMPTIVE RELIEF AFFORDED UNDER
SECTION III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 IS AVAILABLE FOR THE
PURCHASE AND HOLDING OF THE CERTIFICATE BY SUCH PURCHASER.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 7.034% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
DENOMINATION: $__________ PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
</TABLE>
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<TABLE>
<S> <C>
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT
CLOSING DATE: FEBRUARY 15, 1996 TRUSTEE: LASALLE NATIONAL BANK
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 863572JA2
MARCH 25, 1996
APPROXIMATE AGGREGATE CERTIFICATE NO.: D-__
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS D CERTIFICATES
AS OF THE CLOSING DATE: $134,407,927.00
</TABLE>
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CLASS D CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class D Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class D Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class D
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class D Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Each purchaser or transferee of this Certificate shall be deemed
to represent that it is not a Plan or a Person acting on behalf of any such Plan
or using the assets of a Plan to acquire such Certificate, or that it is
purchasing the Certificate with the assets of an insurance company general
account and that the exemptive relief afforded under Section III of Prohibited
Transaction Class Exemption 95-60 is available for the purchase and holding of
the Certificate by such purchaser.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of
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<PAGE>
any of the Certificateholders, to cure any ambiguity, to correct or supplement
any provisions herein or therein that may be inconsistent with any other
provisions herein or therein, to maintain the rating or ratings assigned to each
Class of Regular Certificates (other than the Class I, Class J and Class P
Certificates) by each Rating Agency, or to make any other provisions with
respect to matters or questions arising under the Pooling and Servicing
Agreement which shall not be inconsistent with the provisions of the Pooling and
Servicing Agreement; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel acceptable to the Depositor and the Trustee, adversely
affect in any material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
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Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
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EXHIBIT A-9
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS E
THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO A
PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A GOVERNMENTAL PLAN
AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE SUCH CERTIFICATE UNLESS IT IS
PURCHASING THE CERTIFICATE WITH THE ASSETS OF AN INSURANCE COMPANY GENERAL
ACCOUNT AND THE EXEMPTIVE RELIEF AFFORDED UNDER SECTION III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 IS AVAILABLE FOR THE PURCHASE AND HOLDING OF
THE CERTIFICATE BY SUCH PURCHASER. EACH PURCHASER OR TRANSFEREE OF THIS
CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF A PLAN TO ACQUIRE SUCH
CERTIFICATE, OR THAT IT IS PURCHASING THE CERTIFICATE WITH THE ASSETS OF AN
INSURANCE COMPANY GENERAL ACCOUNT AND THAT THE EXEMPTIVE RELIEF AFFORDED UNDER
SECTION III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 IS AVAILABLE FOR THE
PURCHASE AND HOLDING OF THE CERTIFICATE BY SUCH PURCHASER.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 7.750% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
DENOMINATION: $______________ PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C>
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF SERVICER: MIDLAND LOAN SERVICES, L.P.
FEBRUARY 1, 1996
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT
TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
MARCH 25, 1996 CUSIP NO. 863572JB0
APPROXIMATE AGGREGATE CERTIFICATE NO.: E-__
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS E CERTIFICATES
AS OF THE CLOSING DATE: $96,005,662.00
</TABLE>
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CLASS E CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class E Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class E Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class E
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class E Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Each purchaser or transferee of this Certificate shall be deemed
to represent that it is not a Plan or a Person acting on behalf of any such Plan
or using the assets of a Plan to acquire such Certificate, or that it is
purchasing the Certificate with the assets of an insurance company general
account and that the exemptive relief afforded under Section III of Prohibited
Transaction Class Exemption 95-60 is available for the purchase and holding of
the Certificate by such purchaser.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of
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<PAGE>
any of the Certificateholders, to cure any ambiguity, to correct or supplement
any provisions herein or therein that may be inconsistent with any other
provisions herein or therein, to maintain the rating or ratings assigned to each
Class of Regular Certificates (other than the Class I, Class J and Class P
Certificates) by each Rating Agency, or to make any other provisions with
respect to matters or questions arising under the Pooling and Servicing
Agreement which shall not be inconsistent with the provisions of the Pooling and
Servicing Agreement; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel acceptable to the Depositor and the Trustee, adversely
affect in any material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
6
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<PAGE>
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
7
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
8
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-----------------------------------------------
Dated: NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
9
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<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
10
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<PAGE>
EXHIBIT A-10
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS F
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE
OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN ACCREDITED INSTITUTIONAL INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED UNLESS THE TRUSTEE SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE PROPOSED
<PAGE>
<PAGE>
PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR
TRANSFEREE IS NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
CODE, OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
SUCH CERTIFICATE OR (II) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN
THE NAME OF SUCH A PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR A GOVERNMENTAL PLAN AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR
ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE (WITHOUT REGARD TO THE IDENTITY OR NATURE OF THE OTHER HOLDERS
OF CERTIFICATES OF ANY CLASS) WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE FISCAL AGENT, THE CERTIFICATE
REGISTRAR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISER, THE
EXTENSION ADVISER, ANY UNDERWRITER OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY UNDER ERISA OR SECTION 4975 OF THE CODE.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AND BASED ON ITS ISSUE PRICE OF
81.42139%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE, IS ISSUED WITH ORIGINAL ISSUE DISCOUNT
("OID") FOR FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN
ACCORDANCE WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF 0%
CPR (AS DEFINED IN THE PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT
TO THE OFFERING OF THE CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B
CERTIFICATES, CLASS C CERTIFICATES, CLASS D CERTIFICATES AND CLASS E
CERTIFICATES), AN EXTENSION OF THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN
IN GROUP 1 ONE YEAR BEYOND ITS STATED MATURITY DATE, AND THAT EACH GROUP 2
MORTGAGE LOAN MATURES ON ITS FIRST INTEREST RESET DATE, USED TO PRICE THIS
CERTIFICATE: (I) THE AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL PRINCIPAL
BALANCE OF THIS CERTIFICATE IS APPROXIMATELY 18.57861111%; AND (II) THE ANNUAL
YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY
10.91%. THERE IS NO SHORT FIRST ACCRUAL PERIOD.
<TABLE>
<S> <C>
CERTIFICATE NO. ___ APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
PASS-THROUGH RATE: 7.750% PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DENOMINATION: $____________
</TABLE>
2
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<PAGE>
<TABLE>
<S> <C>
DATE OF POOLING AND SERVICING SERVICER: MIDLAND LOAN SERVICES, L.P.
AGREEMENT: AS OF FEBRUARY 1, 1996
SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. ____________
MARCH 25, 1996
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS F CERTIFICATES
AS OF THE CLOSING DATE: $57,603,397.00
</TABLE>
3
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CLASS F CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class F Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class F Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
4
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<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class F
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class F Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
5
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Any transferee of this Certificate, as set forth in Section 5.03
of the Pooling and Servicing Agreement, shall be required to furnish the Trustee
with either (i) a representation letter from the proposed purchaser or
transferee of such Certificate in form and substance satisfactory to the Trustee
and the Depositor, to the effect that such proposed purchaser or transferee is
not a Person which is an employee benefit plan subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan subject to Section 4975 of the Code, or a
governmental plan as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), or a Person acting on
behalf of any such Plan or using the assets of such Plan to acquire such
Certificate or (ii) if such Certificate is presented for registration in the
name of such a Plan subject to the fiduciary responsibility provisions of ERISA
or Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such Plan, or a governmental plan as defined in
Section 3(32) of ERISA, subject to any federal, state or local law which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code, or
any other Person who is using the assets of any such Plan to effect such
acquisition, an Opinion of Counsel in form and substance satisfactory to the
Trustee and the Depositor to the effect that such acquisition and holding of
such Certificate (without regard to the identity or nature of the other Holders
of Certificates of any Class) will not constitute or result in a "prohibited
transaction" within the meaning of Section 406 of ERISA or Section 4975 of the
Code, and will not subject the Trustee, the Fiscal Agent, the Certificate
Registrar, the Servicer, the Special Servicer, the Operating Adviser, the
Extension Adviser, any Underwriter or the Depositor to any obligation or
liability under ERISA or Section 4975 of the Code.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
6
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<PAGE>
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel acceptable to the Depositor and the Trustee, adversely affect in any
material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
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The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
8
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
9
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants n common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-----------------------------------------------
Dated: NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
11
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EXHIBIT A-11
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS G
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE
OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN ACCREDITED INSTITUTIONAL INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED UNLESS THE TRUSTEE SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE PROPOSED
<PAGE>
<PAGE>
PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR
TRANSFEREE IS NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
CODE, OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
SUCH CERTIFICATE OR (II) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN
THE NAME OF SUCH A PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR A GOVERNMENTAL PLAN AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR
ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE (WITHOUT REGARD TO THE IDENTITY OR NATURE OF THE OTHER HOLDERS
OF CERTIFICATES OF ANY CLASS) WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE FISCAL AGENT, THE CERTIFICATE
REGISTRAR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISER, THE
EXTENSION ADVISER, ANY UNDERWRITER OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY UNDER ERISA OR SECTION 4975 OF THE CODE.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AND BASED ON ITS ISSUE PRICE OF
67.43239%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE, IS ISSUED WITH ORIGINAL ISSUE DISCOUNT
("OID") FOR FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN
ACCORDANCE WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF 0%
CPR (AS DEFINED IN THE PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT
TO THE OFFERING OF THE CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B
CERTIFICATES, CLASS C CERTIFICATES, CLASS D CERTIFICATES AND CLASS E
CERTIFICATES), AN EXTENSION OF THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN
IN GROUP 1 ONE YEAR BEYOND ITS STATED MATURITY DATE, AND THAT EACH GROUP 2
MORTGAGE LOAN MATURES ON ITS FIRST INTEREST RESET DATE, USED TO PRICE THIS
CERTIFICATE: (I) THE AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL PRINCIPAL
BALANCE OF THIS CERTIFICATE IS APPROXIMATELY 32.56761111%; AND (II) THE ANNUAL
YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY
13.28%. THERE IS NO SHORT FIRST ACCRUAL PERIOD.
<TABLE>
<S> <C>
CERTIFICATE NO. ___ APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
PASS-THROUGH RATE: 7.750 PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DENOMINATION: $___________________
DATE OF POOLING AND SERVICING SERVICER: MIDLAND LOAN SERVICES, L.P.
AGREEMENT: AS OF FEBRUARY 1, 1996
</TABLE>
2
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<TABLE>
<S> <C>
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT
TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
MARCH 25, 1996 CUSIP NO. ____________
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS G CERTIFICATES
AS OF THE CLOSING DATE: $96,005,662.00
</TABLE>
3
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CLASS G CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class G Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class G Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
4
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<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class G
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class G Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
5
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<PAGE>
Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Any transferee of this Certificate, as set forth in Section 5.03
of the Pooling and Servicing Agreement, shall be required to furnish the Trustee
with either (i) a representation letter from the proposed purchaser or
transferee of such Certificate substantially in the form of paragraph 3 of
Exhibit D to the Pooling and Servicing Agreement, to the effect that such
proposed purchaser or transferee is not a Person which is an employee benefit
plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Section 4975 of the Code, or a governmental plan as defined in Section 3(32)
of ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan"), or a Person acting on behalf of any such Plan or using the assets of
such Plan to acquire such Certificate or (ii) if such Certificate is presented
for registration in the name of such a Plan subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such Plan, or a
governmental plan as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code, or any other Person who is using the assets of
any such Plan to effect such acquisition, an Opinion of Counsel in form and
substance satisfactory to the Trustee and the Depositor to the effect that such
acquisition and holding of such Certificate (without regard to the identity or
nature of the other Holders of Certificates of any Class) will not constitute or
result in a "prohibited transaction" within the meaning of Section 406 of ERISA
or Section 4975 of the Code, and will not subject the Trustee, the Fiscal Agent,
the Certificate Registrar, the Servicer, the Special Servicer, the Operating
Adviser, the Extension Adviser, any Underwriter or the Depositor to any
obligation or liability under ERISA or Section 4975 of the Code.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in
6
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<PAGE>
principal or notional amounts, as applicable, in minimum denominations of
$1,000,000 initial Certificate Principal Amount or initial Notional Amount, as
the case may be, and integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel acceptable to the Depositor and the Trustee, adversely affect in any
material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the
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outstanding Classes of Certificates is reduced to less than or equal to 10% of
the aggregate Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act _________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
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EXHIBIT A-12
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS H
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE
OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN ACCREDITED INSTITUTIONAL INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED UNLESS THE TRUSTEE SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE PROPOSED
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PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR
TRANSFEREE IS NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
CODE, OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
SUCH CERTIFICATE OR (II) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN
THE NAME OF SUCH A PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR A GOVERNMENTAL PLAN AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR
ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE (WITHOUT REGARD TO THE IDENTITY OR NATURE OF THE OTHER HOLDERS
OF CERTIFICATES OF ANY CLASS) WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE FISCAL AGENT, THE CERTIFICATE
REGISTRAR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISER, THE
EXTENSION ADVISER, ANY UNDERWRITER OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY UNDER ERISA OR SECTION 4975 OF THE CODE.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AND BASED ON ITS ISSUE PRICE OF
56.79939%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE, IS ISSUED WITH ORIGINAL ISSUE DISCOUNT
("OID") FOR FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN
ACCORDANCE WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF 0%
CPR (AS DEFINED IN THE PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT
TO THE OFFERING OF THE CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B
CERTIFICATES, CLASS C CERTIFICATES, CLASS D CERTIFICATES AND CLASS E
CERTIFICATES), AN EXTENSION OF THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN
IN GROUP 1 ONE YEAR BEYOND ITS STATED MATURITY DATE, AND THAT EACH GROUP 2
MORTGAGE LOAN MATURES ON ITS FIRST INTEREST RESET DATE, USED TO PRICE THIS
CERTIFICATE: (I) THE AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL PRINCIPAL
BALANCE OF THIS CERTIFICATE IS APPROXIMATELY 43.20061111%; AND (II) THE ANNUAL
YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY
15.22%. THERE IS NO SHORT FIRST ACCRUAL PERIOD.
<TABLE>
<S> <C>
CERTIFICATE NO. ___ APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
PASS-THROUGH RATE: 7.750 PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DENOMINATION: $______________
DATE OF POOLING AND SERVICING SERVICER: MIDLAND LOAN SERVICES, L.P.
AGREEMENT: AS OF FEBRUARY 1, 1996
</TABLE>
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<TABLE>
<S> <C>
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT
TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
MARCH 25, 1996 CUSIP NO. ____________
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS H CERTIFICATES
AS OF THE CLOSING DATE: $48,002,831.00
</TABLE>
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CLASS H CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class H Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class H Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class H
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class H Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Any transferee of this Certificate, as set forth in Section 5.03
of the Pooling and Servicing Agreement, shall be required to furnish the Trustee
with either (i) a representation letter from the proposed purchaser or
transferee of such Certificate in form and substance satisfactory to the Trustee
and the Depositor, to the effect that such proposed purchaser or transferee is
not a Person which is an employee benefit plan subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan subject to Section 4975 of the Code, or a
governmental plan as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), or a Person acting on
behalf of any such Plan or using the assets of such Plan to acquire such
Certificate or (ii) if such Certificate is presented for registration in the
name of such a Plan subject to the fiduciary responsibility provisions of ERISA
or Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such Plan, or a governmental plan as defined in
Section 3(32) of ERISA, subject to any federal, state or local law which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code, or
any other Person who is using the assets of any such Plan to effect such
acquisition, an Opinion of Counsel in form and substance satisfactory to the
Trustee and the Depositor to the effect that such acquisition and holding of
such Certificate (without regard to the identity or nature of the other Holders
of Certificates of any Class) will not constitute or result in a "prohibited
transaction" within the meaning of Section 406 of ERISA or Section 4975 of the
Code, and will not subject the Trustee, the Fiscal Agent, the Certificate
Registrar, the Servicer, the Special Servicer, the Operating Adviser, the
Extension Adviser, any Underwriter or the Depositor to any obligation or
liability under ERISA or Section 4975 of the Code.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
6
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As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel acceptable to the Depositor and the Trustee, adversely affect in any
material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
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The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
8
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
9
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:_________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
11
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EXHIBIT A-13
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS I
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE
OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN ACCREDITED INSTITUTIONAL INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CLASS I CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED UNLESS THE TRUSTEE SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE PROPOSED
<PAGE>
<PAGE>
PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR
TRANSFEREE IS NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
CODE, OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
SUCH CERTIFICATE OR (II) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN
THE NAME OF SUCH A PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR A GOVERNMENTAL PLAN AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR
ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE (WITHOUT REGARD TO THE IDENTITY OR NATURE OF THE OTHER HOLDERS
OF CERTIFICATES OF ANY CLASS) WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE FISCAL AGENT, THE CERTIFICATE
REGISTRAR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISER, THE
EXTENSION ADVISER, ANY UNDERWRITER OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY UNDER ERISA OR SECTION 4975 OF THE CODE.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AND BASED ON ITS ISSUE PRICE OF
38.04839%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE, IS ISSUED WITH ORIGINAL ISSUE DISCOUNT
("OID") FOR FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN
ACCORDANCE WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF 0%
CPR (AS DEFINED IN THE PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT
TO THE OFFERING OF THE CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B
CERTIFICATES, CLASS C CERTIFICATES, CLASS D CERTIFICATES AND CLASS E
CERTIFICATES), AN EXTENSION OF THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN
IN GROUP 1 ONE YEAR BEYOND ITS STATED MATURITY DATE, AND THAT EACH GROUP 2
MORTGAGE LOAN MATURES ON ITS FIRST INTEREST RESET DATE, USED TO PRICE THIS
CERTIFICATE: (I) THE AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL PRINCIPAL
BALANCE OF THIS CERTIFICATE IS APPROXIMATELY 61.95161111%; AND (II) THE ANNUAL
YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY
21.51%. THERE IS NO SHORT FIRST ACCRUAL PERIOD.
<TABLE>
<S> <C>
CERTIFICATE NO. ___ APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
PASS-THROUGH RATE: 7.750 PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DENOMINATION: $_______________
DATE OF POOLING AND SERVICING SERVICER: MIDLAND LOAN SERVICES, L.P.
AGREEMENT: AS OF FEBRUARY 1, 1996
</TABLE>
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<TABLE>
<S> <C>
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT
TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
MARCH 25, 1996 CUSIP NO. ____________
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS I CERTIFICATES
AS OF THE CLOSING DATE: $67,203,963.00
</TABLE>
3
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CLASS I CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class I Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class I Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class I
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class I Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
5
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Any transferee of this Certificate, as set forth in Section 5.03
of the Pooling and Servicing Agreement, shall be required to furnish the Trustee
with either (i) a representation letter from the proposed purchaser or
transferee of such Certificate in form and substance satisfactory to the Trustee
and the Depositor, to the effect that such proposed purchaser or transferee is
not a Person which is an employee benefit plan subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan subject to Section 4975 of the Code, or a
governmental plan as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), or a Person acting on
behalf of any such Plan or using the assets of such Plan to acquire such
Certificate or (ii) if such Certificate is presented for registration in the
name of such a Plan subject to the fiduciary responsibility provisions of ERISA
or Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such Plan, or a governmental plan as defined in
Section 3(32) of ERISA, subject to any federal, state or local law which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code, or
any other Person who is using the assets of any such Plan to effect such
acquisition, an Opinion of Counsel in form and substance satisfactory to the
Trustee and the Depositor to the effect that such acquisition and holding of
such Certificate (without regard to the identity or nature of the other Holders
of Certificates of any Class) will not constitute or result in a "prohibited
transaction" within the meaning of Section 406 of ERISA or Section 4975 of the
Code, and will not subject the Trustee, the Fiscal Agent, the Certificate
Registrar, the Servicer, the Special Servicer, the Operating Adviser, the
Extension Adviser, any Underwriter or the Depositor to any obligation or
liability under ERISA or Section 4975 of the Code.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
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As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel acceptable to the Depositor and the Trustee, adversely affect in any
material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
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The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
8
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
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EXHIBIT A-14
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS J
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE
OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN ACCREDITED INSTITUTIONAL INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED UNLESS THE TRUSTEE SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE PROPOSED
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PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR
TRANSFEREE IS NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
CODE, OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
SUCH CERTIFICATE OR (II) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN
THE NAME OF SUCH A PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR A GOVERNMENTAL PLAN AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR
ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE (WITHOUT REGARD TO THE IDENTITY OR NATURE OF THE OTHER HOLDERS
OF CERTIFICATES OF ANY CLASS) WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE FISCAL AGENT, THE CERTIFICATE
REGISTRAR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISER, THE
EXTENSION ADVISER, ANY UNDERWRITER OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY UNDER ERISA OR SECTION 4975 OF THE CODE.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AND BASED ON ITS ISSUE PRICE OF
23.65239%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE, IS ISSUED WITH ORIGINAL ISSUE DISCOUNT
("OID") FOR FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN
ACCORDANCE WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF 0%
CPR (AS DEFINED IN THE PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT
TO THE OFFERING OF THE CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B
CERTIFICATES, CLASS C CERTIFICATES, CLASS D CERTIFICATES AND CLASS E
CERTIFICATES), AN EXTENSION OF THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN
IN GROUP 1 ONE YEAR BEYOND ITS STATED MATURITY DATE, AND THAT EACH GROUP 2
MORTGAGE LOAN MATURES ON ITS FIRST INTEREST RESET DATE, USED TO PRICE THIS
CERTIFICATE: (I) THE AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL PRINCIPAL
BALANCE OF THIS CERTIFICATE IS APPROXIMATELY 76.34761111%; AND (II) THE ANNUAL
YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY
32.69%. THERE IS NO SHORT FIRST ACCRUAL PERIOD.
CERTIFICATE NO. ___ APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
PASS-THROUGH RATE: 7.750 PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
BEFORE CUT-OFF DATE: $1,926,540,223.25
DENOMINATION: $_________________
DATE OF POOLING AND SERVICING SERVICER: MIDLAND LOAN SERVICES, L.P.
AGREEMENT: AS OF FEBRUARY 1, 1996
2
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<TABLE>
<S> <C>
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT
TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
MARCH 25, 1996 CUSIP NO. ____________
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS J CERTIFICATES
AS OF THE CLOSING DATE: $57,603,397.00
</TABLE>
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CLASS J CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class J Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class J Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal of and interest on this Certificate will be made by
the Trustee (or the Paying Agent on behalf of the Trustee) out of the Principal
Distribution Amount and Interest Distribution Amount, respectively, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day (a "Distribution
Date"), commencing on March 25, 1996, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class J
Pass-Through Rate specified above on the Certificate Principal Amount of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class J Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
5
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Any transferee of this Certificate, as set forth in Section 5.03
of the Pooling and Servicing Agreement, shall be required to furnish the Trustee
with either (i) a representation letter from the proposed purchaser or
transferee of such Certificate substantially in the form of paragraph 3 of
Exhibit D to the Pooling and Servicing Agreement, to the effect that such
proposed purchaser or transferee is not a Person which is an employee benefit
plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Section 4975 of the Code, or a governmental plan as defined in Section 3(32)
of ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan"), or a Person acting on behalf of any such Plan or using the assets of
such Plan to acquire such Certificate or (ii) if such Certificate is presented
for registration in the name of such a Plan subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such Plan, or a
governmental plan as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code, or any other Person who is using the assets of
any such Plan to effect such acquisition, an Opinion of Counsel in form and
substance satisfactory to the Trustee and the Depositor to the effect that such
acquisition and holding of such Certificate (without regard to the identity or
nature of the other Holders of Certificates of any Class) will not constitute or
result in a "prohibited transaction" within the meaning of Section 406 of ERISA
or Section 4975 of the Code, and will not subject the Trustee, the Fiscal Agent,
the Certificate Registrar, the Servicer, the Special Servicer, the Operating
Adviser, the Extension Adviser, any Underwriter or the Depositor to any
obligation or liability under ERISA or Section 4975 of the Code.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in
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<PAGE>
principal or notional amounts, as applicable, in minimum denominations of
$1,000,000 initial Certificate Principal Amount or initial Notional Amount, as
the case may be, and integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel acceptable to the Depositor and the Trustee, adversely affect in any
material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the
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<PAGE>
outstanding Classes of Certificates is reduced to less than or equal to 10% of
the aggregate Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
8
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-----------------------------------------------
Dated: NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
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<PAGE>
EXHIBIT A-15
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS X-1
THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-1 CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF REALIZED LOSSES OF
INTEREST, ADDITIONAL EXPENSE LOSSES AND EXCESS PREPAYMENT INTEREST SHORTFALLS
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AT AN ISSUE PRICE OF 4.95794%
OF THE INITIAL CLASS X-1 NOTIONAL AMOUNT, INCLUDING ACCRUED INTEREST, AND A
STATED REDEMPTION PRICE AT MATURITY EQUAL TO ALL INTEREST DISTRIBUTIONS HEREON,
AND IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX
PURPOSES. ASSUMING (A) THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED
CASH FLOWS REFLECTING (I) THE PREPAYMENT ASSUMPTION OF 0% CPR (AS DEFINED IN THE
PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT TO THE OFFERING OF THE
CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B CERTIFICATES, CLASS C
CERTIFICATES, CLASS D CERTIFICATES AND CLASS E CERTIFICATES), (II) EXTENSION OF
THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN IN GROUP 1 ONE YEAR BEYOND ITS
STATED MATURITY DATE AND (III) PAYMENT IN FULL OF EACH MORTGAGE LOAN IN GROUP 2
ON ITS FIRST INTEREST RESET DATE, USED TO PRICE THIS CERTIFICATE; AND (B) THAT
THE INTEREST RATE AT WHICH DISTRIBUTIONS OF INTEREST ON THIS CERTIFICATE
ACTUALLY WILL BE MADE WILL BE DETERMINED AS THOUGH THE PASS-THROUGH RATE ON THIS
CERTIFICATE APPLICABLE TO THE FIRST DISTRIBUTION DATE WILL CHANGE AS THE RELATED
MORTGAGE LOANS MATURE IN ACCORDANCE WITH THE PREPAYMENT ASSUMPTION: (I) THE
AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL CLASS X-1 NOTIONAL AMOUNT IS
APPROXIMATELY 4.23664405%; AND (II) THE ANNUAL YIELD TO MATURITY OF THIS
CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY 14.68%. THERE IS NO SHORT
FIRST ACCRUAL PERIOD.
<TABLE>
<S> <C>
CERTIFICATE NO. __ APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
CLASS X-1 PASS-THROUGH RATE: With respect to PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
any Distribution Date, a rate per annum equal BEFORE CUT-OFF DATE: $1,926,540,223.25
to the excess, if any, of the weighted average
of the Net Mortgage Interest Rates of the CLOSING DATE: FEBRUARY 15, 1996
Group 1 Mortgage Loans (or in the case of any
Discount Mortgage Loan, the then current Net FIRST DISTRIBUTION DATE:
Mortgage Interest Rate multiplied by a MARCH 25, 1996
fraction, the numerator of which is 7.750%
and the denominator of which is the Net SERVICER: MIDLAND LOAN SERVICES, L.P.
Mortgage Interest Rate of such Discount
Mortgage Loan as of the Cut-Off Date) as of SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
the first day of the Mortgage Loan Due Period
(after giving effect to principal payments due
on such day) related to such Distribution Date
over 7.750%.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C>
DENOMINATION: $________________ TRUSTEE: LASALLE NATIONAL BANK
DATE OF POOLING AND SERVICING AGREEMENT: AS OF FISCAL AGENT: ABN AMRO BANK N.V.
FEBRUARY 1, 1996
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS CUSIP NO. 863572HU0
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT
APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE
CLASS X-1 CERTIFICATES
AS OF THE CLOSING DATE: $1,574,015,521.85
</TABLE>
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CLASS X-1 CERTIFICATE
evidencing an interest in certain monthly distributions with respect to a Trust
Fund, consisting primarily of a pool of fixed rate commercial and multifamily
mortgage loans (the "Mortgage Loans"), other than the Retained Interests with
respect to such Mortgage Loans, all payments on or collections in respect of the
Mortgage Loans due after the Cut-Off Date, all REO Properties and revenues
received in respect thereof, the Trustee's rights under the Insurance Policies,
any Assignment of Leases, Rents and Profits, and any guaranties, escrow accounts
or other collateral as security for the Mortgage Loans, and such amounts as
shall from time to time be held in the Collection Account, the Distribution
Accounts, and the REO Accounts, formed and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class X-1 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Notional Amount of the Class X-1 Certificates. The Certificates are designated
as the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of interest on this Certificate will be made by the Trustee (or
the Paying Agent on behalf of the Trustee) out of the Interest Distribution
Amount, to the extent and subject to the limitations set forth in the Pooling
and Servicing Agreement, on the 25th day of each month or, if such 25th day is
not a Business Day, the Business Day immediately following such 25th day (a
"Distribution Date"), commencing on March 25, 1996, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Prepayment
Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-1
Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Interest Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class X-1 Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that
5
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<PAGE>
such action shall not, as evidenced by an Opinion of Counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the interest
of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-----------------------------------------------
Dated: NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
9
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<PAGE>
EXHIBIT A-16
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS X-1A
THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-1A CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF REALIZED LOSSES OF
INTEREST, ADDITIONAL EXPENSE LOSSES AND EXCESS PREPAYMENT INTEREST SHORTFALLS
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AT AN ISSUE PRICE OF 3.65694%
OF THE INITIAL CLASS X-1A NOTIONAL AMOUNT, INCLUDING ACCRUED INTEREST, AND A
STATED REDEMPTION PRICE AT MATURITY EQUAL TO ALL INTEREST DISTRIBUTIONS HEREON,
AND IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX
PURPOSES. ASSUMING (A) THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED
CASH FLOWS REFLECTING (I) THE PREPAYMENT ASSUMPTION OF 0% CPR (AS DEFINED IN THE
PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT TO THE OFFERING OF THE
CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B CERTIFICATES, CLASS C
CERTIFICATES, CLASS D CERTIFICATES AND CLASS E CERTIFICATES), (II) EXTENSION OF
THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN IN GROUP 1 ONE YEAR BEYOND ITS
STATED MATURITY DATE AND (III) PAYMENT IN FULL OF EACH MORTGAGE LOAN IN GROUP 2
ON ITS FIRST INTEREST RESET DATE, USED TO PRICE THIS CERTIFICATE AND (B) THAT
THE INTEREST RATE AT WHICH DISTRIBUTIONS OF INTEREST ON THIS CERTIFICATE
ACTUALLY WILL BE MADE WILL BE DETERMINED AS THOUGH THE PASS-THROUGH RATE ON THIS
CERTIFICATE APPLICABLE TO THE FIRST DISTRIBUTION DATE WILL CHANGE AS THE RELATED
CLASSES OF CERTIFICATES COMPRISING THE CLASS X-1A NOTIONAL AMOUNT RECEIVE
DISTRIBUTIONS OF PRINCIPAL IN ACCORDANCE WITH THE PREPAYMENT ASSUMPTION: (I) THE
AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL CLASS X-1A NOTIONAL AMOUNT IS
APPROXIMATELY 2.28631311%; AND (II) THE ANNUAL YIELD TO MATURITY OF THIS
CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY 24.92%. THERE IS NO SHORT
FIRST ACCRUAL PERIOD.
<TABLE>
<S> <C>
CERTIFICATE NO. __ APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
CLASS X-1A PASS-THROUGH RATE: With respect to PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
any Distribution Date, a rate per annum equal BEFORE CUT-OFF DATE: $1,926,540,223.25
to the excess, if any, of 7.750% over the
weighted average of the Pass-Through Rates for CLOSING DATE: FEBRUARY 15, 1996
the Class A-1A, Class A-1B, Class A-1C, Class
B, Class C and Class D Certificates, weighted FIRST DISTRIBUTION DATE:
by their respective aggregate Certificate MARCH 25, 1996
Principal Amounts immediately prior to such
Distribution Date. SERVICER: MIDLAND LOAN SERVICES, L.P.
DENOMINATION: $________________
DATE OF POOLING AND SERVICING SPECIAL SERVICER: J.E. ROBERT COMPANY,
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C>
AGREEMENT: AS OF FEBRUARY 1, 1996 INC.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS TRUSTEE: LASALLE NATIONAL BANK
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT FISCAL AGENT: ABN AMRO BANK N.V.
APPROXIMATE AGGREGATE NOTIONAL CUSIP NO. 863572HV8
AMOUNT OF THE CLASS X-1A CERTIFICATES
AS OF THE CLOSING DATE: $1,151,590,609.00
</TABLE>
2
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<PAGE>
CLASS X-1A CERTIFICATE
evidencing an interest in certain monthly distributions with respect to a Trust
Fund, consisting primarily of a pool of fixed rate commercial and multifamily
mortgage loans (the "Mortgage Loans"), other than the Retained Interests with
respect to such Mortgage Loans, all payments on or collections in respect of the
Mortgage Loans due after the Cut-Off Date, all REO Properties and revenues
received in respect thereof, the Trustee's rights under the Insurance Policies,
any Assignment of Leases, Rents and Profits, and any guaranties, escrow accounts
or other collateral as security for the Mortgage Loans, and such amounts as
shall from time to time be held in the Collection Account, the Distribution
Accounts, and the REO Accounts, formed and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class X-1A Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Notional Amount of the Class X-1A Certificates. The Certificates are designated
as the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
3
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<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of interest on this Certificate will be made by the Trustee (or
the Paying Agent on behalf of the Trustee) out of the Interest Distribution
Amount, to the extent and subject to the limitations set forth in the Pooling
and Servicing Agreement, on the 25th day of each month or, if such 25th day is
not a Business Day, the Business Day immediately following such 25th day (a
"Distribution Date"), commencing on March 25, 1996, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Prepayment
Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-1A
Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Interest Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class X-1A Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
4
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<PAGE>
Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that
5
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<PAGE>
such action shall not, as evidenced by an Opinion of Counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the interest
of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
6
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X-1A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
7
<PAGE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:_________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
8
<PAGE>
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
9
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<PAGE>
EXHIBIT A-17
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS X-2
THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-2 CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF REALIZED LOSSES OF
INTEREST, ADDITIONAL EXPENSE LOSSES AND EXCESS PREPAYMENT INTEREST SHORTFALLS
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AT AN ISSUE PRICE OF 2.76755%
OF THE INITIAL CLASS X-2 NOTIONAL AMOUNT, INCLUDING ACCRUED INTEREST, AND A
STATED REDEMPTION PRICE AT MATURITY EQUAL TO ALL INTEREST DISTRIBUTIONS HEREON,
AND IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX
PURPOSES. ASSUMING (A) THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED
CASH FLOWS (I) REFLECTING THE PREPAYMENT ASSUMPTION OF 0% CPR (AS DEFINED IN THE
PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT TO THE OFFERING OF THE
CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B CERTIFICATES, CLASS C
CERTIFICATES, CLASS D CERTIFICATES AND CLASS E CERTIFICATES), (II) EXTENSION OF
THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN IN GROUP 1 ONE YEAR BEYOND ITS
STATED MATURITY DATE AND (III) PAYMENT IN FULL OF EACH MORTGAGE LOAN IN GROUP 2
LOAN MATURES ON ITS FIRST INTEREST RESET DATE, USED TO PRICE THIS CERTIFICATE
AND (B) THAT THE INTEREST RATE AT WHICH DISTRIBUTIONS OF INTEREST ON THIS
CERTIFICATE ACTUALLY WILL BE MADE WILL BE DETERMINED AS THOUGH THE PASS-THROUGH
RATE ON THIS CERTIFICATE APPLICABLE TO THE FIRST DISTRIBUTION DATE WILL CHANGE
AS THE RELATED MORTGAGE LOANS MATURE IN ACCORDANCE WITH THE PREPAYMENT
ASSUMPTION: (I) THE AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL CLASS X-2
NOTIONAL AMOUNT IS APPROXIMATELY 0.61005779%; AND (II) THE ANNUAL YIELD TO
MATURITY OF THIS CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY 11.07%. THERE
IS NO SHORT FIRST ACCRUAL PERIOD.
<TABLE>
<S> <C>
CERTIFICATE NO. __ APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER DEDUCTING
CLASS X-2 PASS-THROUGH RATE: With respect to PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR
any Distribution Date, a rate per annum equal BEFORE CUT-OFF DATE: $1,926,540,223.25
to the excess, if any, of the weighted average
of the Net Mortgage Interest Rates of the CLOSING DATE: FEBRUARY 15, 1996
Group 2 Mortgage Loans (or 7.750%, in the case
of Discount Mortgage Loans) as of the first FIRST DISTRIBUTION DATE:
day of the Mortgage Loan Due Period (after MARCH 25, 1996
giving effect to principal payments due on
such day) related to such Distribution Date SERVICER: MIDLAND LOAN SERVICES, L.P.
over 7.750%.
SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DENOMINATION: $________________
DATE OF POOLING AND SERVICING AGREEMENT: AS OF
FEBRUARY 1, 1996
</TABLE>
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<TABLE>
<S> <C>
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS TRUSTEE: LASALLE NATIONAL BANK
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT FISCAL AGENT: ABN AMRO BANK N.V.
APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CUSIP NO. 863572HW6
CLASS X-2 CERTIFICATES
AS OF THE CLOSING DATE: $346,097,717.57
</TABLE>
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<PAGE>
CLASS X-2 CERTIFICATE
evidencing an interest in certain monthly distributions with respect to a Trust
Fund, consisting primarily of a pool of fixed rate commercial and multifamily
mortgage loans (the "Mortgage Loans"), other than the Retained Interests with
respect to such Mortgage Loans, all payments on or collections in respect of the
Mortgage Loans due after the Cut-Off Date, all REO Properties and revenues
received in respect thereof, the Trustee's rights under the Insurance Policies,
any Assignment of Leases, Rents and Profits, and any guaranties, escrow accounts
or other collateral as security for the Mortgage Loans, and such amounts as
shall from time to time be held in the Collection Account, the Distribution
Accounts, and the REO Accounts, formed and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class X-2 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Notional Amount of the Class X-2 Certificates. The Certificates are designated
as the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
3
<PAGE>
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of interest on this Certificate will be made by the Trustee (or
the Paying Agent on behalf of the Trustee) out of the Interest Distribution
Amount, to the extent and subject to the limitations set forth in the Pooling
and Servicing Agreement, on the 25th day of each month or, if such 25th day is
not a Business Day, the Business Day immediately following such 25th day (a
"Distribution Date"), commencing on March 25, 1996, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Prepayment
Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-2
Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Interest Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class X-2 Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
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<PAGE>
Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that
5
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<PAGE>
such action shall not, as evidenced by an Opinion of Counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the interest
of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
6
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
8
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
9
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EXHIBIT A-18
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS X-2A
THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-2A CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF REALIZED LOSSES OF
INTEREST, ADDITIONAL EXPENSE LOSSES AND EXCESS PREPAYMENT INTEREST SHORTFALLS
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AT AN ISSUE PRICE OF 1.55049%
OF THE INITIAL CLASS X-2A NOTIONAL AMOUNT, INCLUDING ACCRUED INTEREST, AND A
STATED REDEMPTION PRICE AT MATURITY EQUAL TO ALL INTEREST DISTRIBUTIONS HEREON,
AND IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX
PURPOSES. ASSUMING (A) THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED
CASH FLOWS REFLECTING (I) THE PREPAYMENT ASSUMPTION OF 0% CPR (AS DEFINED IN THE
PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT TO THE OFFERING OF THE
CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B CERTIFICATES, CLASS C
CERTIFICATES, CLASS D CERTIFICATES AND CLASS E CERTIFICATES), (II) EXTENSION OF
THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN IN GROUP 1 ONE YEAR BEYOND ITS
STATED MATURITY DATE AND (III) PAYMENT IN FULL OF EACH MORTGAGE LOAN IN GROUP 2
ON ITS FIRST INTEREST RESET DATE, USED TO PRICE THIS CERTIFICATE AND (B) THAT
THE INTEREST RATE AT WHICH DISTRIBUTIONS OF INTEREST ON THIS CERTIFICATE
ACTUALLY WILL BE MADE WILL BE DETERMINED AS THOUGH THE PASS-THROUGH RATE ON THIS
CERTIFICATE APPLICABLE TO THE FIRST DISTRIBUTION DATE WILL CHANGE AS THE RELATED
CLASSES OF CERTIFICATES COMPRISING THE CLASS X-2A NOTIONAL AMOUNT RECEIVE
DISTRIBUTIONS OF PRINCIPAL IN ACCORDANCE WITH THE PREPAYMENT ASSUMPTION: (I) THE
AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL CLASS X-2A NOTIONAL AMOUNT IS
APPROXIMATELY 0.37511857%; AND (II) THE ANNUAL YIELD TO MATURITY OF THIS
CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY 11.10%. THERE IS NO SHORT
FIRST ACCRUAL PERIOD.
<TABLE>
<S> <C>
CERTIFICATE NO. __ APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE MORTGAGE
CLASS X-2A PASS-THROUGH RATE: With respect to LOANS AFTER DEDUCTING PAYMENTS DUE
any Distribution Date, a rate per annum equal AND PREPAYMENTS RECEIVED ON OR BEFORE
to the excess, if any, of 7.750% over the CUT-OFF DATE: $1,926,540,223.25
weighted average of the Pass-Through Rates for CLOSING DATE: FEBRUARY 15, 1996
the Class A-2A and Class A-2B Certificates,
weighted by their respective aggregate
Certificate Principal Amounts immediately
prior to such Distribution Date. FIRST DISTRIBUTION DATE:
MARCH 25, 1996
SERVICER: MIDLAND LOAN SERVICES, L.P.
DENOMINATION: $________________
SPECIAL SERVICER: J.E. ROBERT COMPANY, INC.
DATE OF POOLING AND SERVICING AGREEMENT: AS OF
FEBRUARY 1, 1996
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C>
DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT TRUSTEE: LASALLE NATIONAL BANK
APPROXIMATE AGGREGATE NOTIONAL FISCAL AGENT: ABN AMRO BANK N.V.
AMOUNT OF THE CLASS X-2A CERTIFICATES
AS OF THE CLOSING DATE: $346,097,717.00 CUSIP NO. 863572HX4
</TABLE>
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<PAGE>
CLASS X-2A CERTIFICATE
evidencing an interest in certain monthly distributions with respect to a Trust
Fund, consisting primarily of a pool of fixed rate commercial and multifamily
mortgage loans (the "Mortgage Loans"), other than the Retained Interests with
respect to such Mortgage Loans, all payments on or collections in respect of the
Mortgage Loans due after the Cut-Off Date, all REO Properties and revenues
received in respect thereof, the Trustee's rights under the Insurance Policies,
any Assignment of Leases, Rents and Profits, and any guaranties, escrow accounts
or other collateral as security for the Mortgage Loans, and such amounts as
shall from time to time be held in the Collection Account, the Distribution
Accounts, and the REO Accounts, formed and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class X-2A Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Notional Amount of the Class X-2A Certificates. The Certificates are designated
as the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
3
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<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of interest on this Certificate will be made by the Trustee (or
the Paying Agent on behalf of the Trustee) out of the Interest Distribution
Amount, to the extent and subject to the limitations set forth in the Pooling
and Servicing Agreement, on the 25th day of each month or, if such 25th day is
not a Business Day, the Business Day immediately following such 25th day (a
"Distribution Date"), commencing on March 25, 1996, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Prepayment
Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-2A
Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Interest Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. In addition, on each Distribution Date,
the Certificateholder will be entitled to its pro rata share of the aggregate
Class Unpaid Interest Shortfall, if any, with respect to such Distribution Date
and the Class X-2A Certificates.
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
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Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall continue to hold such
amounts for the benefit of such Holders. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.
Any such amounts held by the Trustee shall not be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that
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such action shall not, as evidenced by an Opinion of Counsel acceptable to the
Depositor and the Trustee, adversely affect in any material respect the interest
of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X-2A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
_______________________________________________
Dated:_________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
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EXHIBIT A-19
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS R
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE
OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE, AS AMENDED.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN ACCREDITED INSTITUTIONAL INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED UNLESS THE TRUSTEE SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE PROPOSED PURCHASER OR
TRANSFEREE OF SUCH CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE
AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS
NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A
GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE SUCH
CERTIFICATE OR (II) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF SUCH A PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA
OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), OR A TRUSTEE OF
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ANY SUCH PLAN, OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA,
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY OTHER PERSON
WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE DEPOSITOR
TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE (WITHOUT
REGARD TO THE IDENTITY OR NATURE OF THE OTHER HOLDERS OF CERTIFICATES OF ANY
CLASS) WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN THE
MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE TRUSTEE, THE FISCAL AGENT, THE CERTIFICATE REGISTRAR, THE SERVICER,
THE SPECIAL SERVICER, THE OPERATING ADVISER, THE EXTENSION ADVISER, ANY
UNDERWRITER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY UNDER ERISA OR
SECTION 4975 OF THE CODE.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.03
OF THE POOLING AND SERVICING AGREEMENT.
<TABLE>
<S> <C>
CERTIFICATE NO. __ APPROXIMATE AGGREGATE SCHEDULED
PRINICPAL BALANCE OF THE MORTGAGE
PERCENTAGE INTEREST EVIDENCED BY THIS LOANS AFTER DEDUCTING PAYMENTS DUE
CERTIFICATE: ___% AND PREPAYMENTS RECEIVED ON OR BEFORE
CUT-OFF DATE: $1,926,540,223.25
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY,
DESCRIBED IN THE POOLING AND SERVICING INC.
AGREEMENT
TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: FEBRUARY 15, 1996
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
MARCH 25, 1996 CUSIP NO. ____________
CLASS R PERCENTAGE INTEREST: 100%
</TABLE>
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CLASS R CERTIFICATE
evidencing a residual ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class R Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the percentage
interest specified on the face. The Certificates are designated as the
Structured Asset Securities Corporation, Multiclass Pass-Through Certificates,
Series 1996-CFL and are issued in twenty-one Classes as specifically set forth
in the Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust Fund.
A summary of certain of the pertinent provisions of the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent Pooling and Servicing Agreement, is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
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This Class R Certificate is a "residual interest" in a "real
estate mortgage investment conduit," as those terms are defined, respectively,
in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as
amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income. The Holder of each Class R Certificate shall be the "tax
matters person" for the Upper-Tier REMIC pursuant to Treasury Regulations
Section 1.860F-4(d), and the Trustee is hereby irrevocably designated and shall
serve as attorney-in-fact and agent for any such Person that is the tax matters
person.
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate will be made by the Trustee (or the
Paying Agent on behalf of the Trustee) to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 25th day of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following such 25th day (a "Distribution Date"), commencing on March
25, 1996, to the Person in whose name this Certificate is registered at the
close of business on the last Business Day of the month immediately preceding
the month of such distribution (the "Record Date"). Holders of this Certificate
may be entitled to Prepayment Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second
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notice any such Certificates shall not have been surrendered for cancellation,
the Trustee shall continue to hold such amounts for the benefit of such Holders.
No interest shall accrue or be payable to any Certificateholder on any amount
held in trust as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling and Servicing Agreement. Any such amounts held by the Trustee shall not
be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Any transferee of this Certificate, as set forth in Section 5.03
of the Pooling and Servicing Agreement, shall be required to furnish the Trustee
with either (i) a representation letter from the proposed purchaser or
transferee of such Certificate substantially in the form of paragraph 3 of
Exhibit D to the Pooling and Servicing Agreement, to the effect that such
proposed purchaser or transferee is not a Person which is an employee benefit
plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Section 4975 of the Code, or a governmental plan as defined in Section 3(32)
of ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan"), or a Person acting on behalf of any such Plan or using the assets of
such Plan to acquire such Certificate or (ii) if such Certificate is presented
for registration in the name of such a Plan subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such Plan, or a
governmental plan as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code, or any other Person who is using the assets of
any such Plan to effect such acquisition, an Opinion of Counsel in form and
substance satisfactory to the Trustee and the Depositor to the effect that such
acquisition and holding of such Certificate (without regard to the identity or
nature of the other Holders of Certificates of any Class) will not constitute or
result in a "prohibited transaction" within the meaning of Section 406 of ERISA
or Section 4975 of the Code, and will not subject the Trustee, the Fiscal Agent,
the Certificate Registrar, the Servicer, the Special Servicer, the Operating
Adviser, the Extension Adviser, any Underwriter or the Depositor to any
obligation or liability under ERISA or Section 4975 of the Code.
Each Person who has or acquires a Class R Certificate shall be
deemed by the acceptance or acquisition of such Certificate to have agreed to be
bound by the following provisions, and the rights of each Person acquiring such
Certificate are expressly subject to the following provisions: (i) Each Person
acquiring or holding a Class R Certificate shall be a Permitted Transferee and
shall not acquire or hold such Certificate as agent (including a broker, nominee
or other middleman) on behalf of any Person that is not a Permitted Transferee;
any such Person shall promptly notify the Trustee of any change or impending
change in its status (or the status of the beneficial owners of such
Certificate) as a Permitted Transferee; and any acquisition of such Certificate
by a Person who is not a Permitted Transferee or by a Person who is acting as an
agent (including a broker, nominee or other middleman) of a Person who is not a
Permitted Transferee shall be void and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered
and beneficial ownership of the Ownership Interest as fully as possible and (ii)
no Class R Certificate may be Transferred, and no such Transfer shall be
registered in the Certificate Register, without the express prior written
consent of the Trustee, and the Trustee shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect
thereto; and in connection with any proposed Transfer of any Ownership Interest,
the Trustee shall, as a condition to such consent, (x) require delivery to it
and the proposed transferor, in form and substance satisfactory to it, of an
affidavit in substantially the form attached as Exhibit C-1 to the Pooling and
Servicing Agreement (a "Transfer Affidavit") of the proposed transferee
certifying (a) that such proposed transferee is a Permitted Transferee and (b)
(i) the transferee has historically paid its debts as they have come due and
intends to do so in the future, (ii) the transferee understands that it may
incur liabilities in
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excess of cash flows generated by the residual interest, (iii) the transferee
intends to pay taxes associated with holding the residual interest as they
become due and (iv) the transferee will not transfer the Class R Certificate to
any Person who does not provide an affidavit substantially in the form of the
Transfer Affidavit, and containing all such other statements and information as
are contained in Exhibit C-1 to the Pooling and Servicing Agreement, and (y)
require delivery to it, in form and substance satisfactory to it of a letter
from the proposed transferor substantially in the form attached as Exhibit C-2
to the Pooling and Servicing Agreement (a "Transferor Letter") certifying that
the proposed transferor has no actual knowledge that the information contained
in paragraphs 3 and 4 of the Transfer Affidavit is not true or that the
requirements set forth in paragraphs 3 and 4 thereof are not satisfied.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel acceptable to the Depositor and the Trustee, adversely affect in any
material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
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(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:_________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
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EXHIBIT A-20
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS LR
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE
OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE, AS AMENDED.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN ACCREDITED INSTITUTIONAL INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED UNLESS THE TRUSTEE SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE PROPOSED PURCHASER OR
TRANSFEREE OF SUCH CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE
AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS
NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A
GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE SUCH
CERTIFICATE OR (II) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF SUCH A PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA
OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), OR A TRUSTEE OF
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ANY SUCH PLAN, OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA,
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY OTHER PERSON
WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE DEPOSITOR
TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE (WITHOUT
REGARD TO THE IDENTITY OR NATURE OF THE OTHER HOLDERS OF CERTIFICATES OF ANY
CLASS) WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN THE
MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE TRUSTEE, THE FISCAL AGENT, THE CERTIFICATE REGISTRAR, THE SERVICER,
THE SPECIAL SERVICER, THE OPERATING ADVISER, THE EXTENSION ADVISER, ANY
UNDERWRITER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY UNDER ERISA OR
SECTION 4975 OF THE CODE.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.03
OF THE POOLING AND SERVICING AGREEMENT.
<TABLE>
<S> <C>
CERTIFICATE NO. __ APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE MORTGAGE
PERCENTAGE INTEREST EVIDENCED BY THIS LOANS AFTER DEDUCTING PAYMENTS DUE
CERTIFICATE: ___% AND PREPAYMENTS RECEIVED ON OR BEFORE
CUT-OFF DATE: $1,926,540,223.25
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF FEBRUARY 1, 1996 SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS SPECIAL SERVICER: J.E. ROBERT COMPANY,
DESCRIBED IN THE POOLING AND SERVICING INC.
AGREEMENT
CLOSING DATE: FEBRUARY 15, 1996 TRUSTEE: LASALLE NATIONAL BANK
FIRST DISTRIBUTION DATE: FISCAL AGENT: ABN AMRO BANK N.V.
MARCH 25, 1996
CUSIP NO. ____________
CLASS LR PERCENTAGE INTEREST: 100%
</TABLE>
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CLASS LR CERTIFICATE
evidencing a residual ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class LR Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the percentage
interest specified on the face. The Certificates are designated as the
Structured Asset Securities Corporation, Multiclass Pass-Through Certificates,
Series 1996-CFL and are issued in twenty-one Classes as specifically set forth
in the Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust Fund.
A summary of certain of the pertinent provisions of the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent Pooling and Servicing Agreement, is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
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This Class LR Certificate is a "residual interest" in a "real
estate mortgage investment conduit," as those terms are defined, respectively,
in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as
amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income. The Holder of each Class LR Certificate shall be the "tax
matters person" for the Lower-Tier REMIC pursuant to Treasury Regulations
Section 1.860F-4(d), and the Trustee is hereby irrevocably designated and shall
serve as attorney-in-fact and agent for any such Person that is the tax matters
person.
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate will be made by the Trustee (or the
Paying Agent on behalf of the Trustee) to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 25th day of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following such 25th day (a "Distribution Date"), commencing on March
25, 1996, to the Person in whose name this Certificate is registered at the
close of business on the last Business Day of the month immediately preceding
the month of such distribution (the "Record Date"). Holders of this Certificate
may be entitled to Prepayment Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If after the second
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notice any such Certificates shall not have been surrendered for cancellation,
the Trustee shall continue to hold such amounts for the benefit of such Holders.
No interest shall accrue or be payable to any Certificateholder on any amount
held in trust as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling and Servicing Agreement. Any such amounts held by the Trustee shall not
be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Any transferee of this Certificate, as set forth in Section 5.03
of the Pooling and Servicing Agreement, shall be required to furnish the Trustee
with either (i) a representation letter from the proposed purchaser or
transferee of such Certificate substantially in the form of paragraph 3 of
Exhibit D to the Pooling and Servicing Agreement, to the effect that such
proposed purchaser or transferee is not a Person which is an employee benefit
plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Section 4975 of the Code, or a governmental plan as defined in Section 3(32)
of ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan"), or a Person acting on behalf of any such Plan or using the assets of
such Plan to acquire such Certificate or (ii) if such Certificate is presented
for registration in the name of such a Plan subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such Plan, or a
governmental plan as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code, or any other Person who is using the assets of
any such Plan to effect such acquisition, an Opinion of Counsel in form and
substance satisfactory to the Trustee and the Depositor to the effect that such
acquisition and holding of such Certificate (without regard to the identity or
nature of the other Holders of Certificates of any Class) will not constitute or
result in a "prohibited transaction" within the meaning of Section 406 of ERISA
or Section 4975 of the Code, and will not subject the Trustee, the Fiscal Agent,
the Certificate Registrar, the Servicer, the Special Servicer, the Operating
Adviser, the Extension Adviser, any Underwriter or the Depositor to any
obligation or liability under ERISA or Section 4975 of the Code.
Each Person who has or acquires a Class LR Certificate shall be
deemed by the acceptance or acquisition of such Certificate to have agreed to be
bound by the following provisions, and the rights of each Person acquiring such
Certificate are expressly subject to the following provisions: (i) Each Person
acquiring or holding a Class LR Certificate shall be a Permitted Transferee and
shall not acquire or hold such Certificate as agent (including a broker, nominee
or other middleman) on behalf of any Person that is not a Permitted Transferee;
any such Person shall promptly notify the Trustee of any change or impending
change in its status (or the status of the beneficial owners of such
Certificate) as a Permitted Transferee; and any acquisition of such Certificate
by a Person who is not a Permitted Transferee or by a Person who is acting as an
agent (including a broker, nominee or other middleman) of a Person who is not a
Permitted Transferee shall be void and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered
and beneficial ownership of the Ownership Interest as fully as possible and (ii)
no Class LR Certificate may be Transferred, and no such Transfer shall be
registered in the Certificate Register, without the express prior written
consent of the Trustee, and the Trustee shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect
thereto; and in connection with any proposed Transfer of any Ownership Interest,
the Trustee shall, as a condition to such consent, (x) require delivery to it
and the proposed transferor, in form and substance satisfactory to it, of an
affidavit in substantially the form attached as Exhibit C-1 to the Pooling and
Servicing Agreement (a "Transfer Affidavit") of the proposed transferee
certifying (a) that such proposed transferee is a Permitted Transferee and (b)
(i) the transferee has historically paid its debts as they have come due and
intends to do so in the future, (ii) the transferee understands that it may
incur liabilities in
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excess of cash flows generated by the residual interest, (iii) the transferee
intends to pay taxes associated with holding the residual interest as they
become due and (iv) the transferee will not transfer the Class LR Certificate to
any Person who does not provide an affidavit substantially in the form of the
Transfer Affidavit, and containing all such other statements and information as
are contained in Exhibit C-1 to the Pooling and Servicing Agreement, and (y)
require delivery to it, in form and substance satisfactory to it of a letter
from the proposed transferor substantially in the form attached as Exhibit C-2
to the Pooling and Servicing Agreement (a "Transferor Letter") certifying that
the proposed transferor has no actual knowledge that the information contained
in paragraphs 3 and 4 of the Transfer Affidavit is not true or that the
requirements set forth in paragraphs 3 and 4 thereof are not satisfied.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel acceptable to the Depositor and the Trustee, adversely affect in any
material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
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(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS LR CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
______________________________________________
Dated:_________________________ NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
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EXHIBIT A-21
STRUCTURED ASSET SECURITIES CORPORATION
MULTICLASS PASS-THROUGH CERTIFICATES
SERIES 1996-CFL, CLASS P
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE
OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN ACCREDITED INSTITUTIONAL INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THE PORTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CERTIFICATES EVIDENCED BY
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON
THE CERTIFICATES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. THIS CERTIFICATE CONSTITUTES A REMIC
REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED UNLESS THE TRUSTEE SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE PROPOSED PURCHASER OR
TRANSFEREE OF SUCH CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE
AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS
NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE
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EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A GOVERNMENTAL PLAN AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE SUCH CERTIFICATE OR (II) IF SUCH CERTIFICATE
IS PRESENTED FOR REGISTRATION IN THE NAME OF SUCH A PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (OR
COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH
PLAN, OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY OTHER PERSON WHO IS USING THE
ASSETS OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE DEPOSITOR TO THE EFFECT
THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE (WITHOUT REGARD TO THE
IDENTITY OR NATURE OF THE OTHER HOLDERS OF CERTIFICATES OF ANY CLASS) WILL NOT
CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN THE MEANING OF SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE
FISCAL AGENT, THE CERTIFICATE REGISTRAR, THE SERVICER, THE SPECIAL SERVICER, THE
OPERATING ADVISER, THE EXTENSION ADVISER, ANY UNDERWRITER OR THE DEPOSITOR TO
ANY OBLIGATION OR LIABILITY UNDER ERISA OR SECTION 4975 OF THE CODE.
THIS CERTIFICATE IS ISSUED ON FEBRUARY 15, 1996, AT AN ISSUE PRICE OF 41.50000%
AND A STATED REDEMPTION PRICE AT MATURITY EQUAL TO ITS INITIAL PRINCIPAL
BALANCE, AND IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME
TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED
CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF 0% CPR (AS DEFINED IN THE
PROSPECTUS SUPPLEMENT DATED FEBRUARY 9, 1996 WITH RESPECT TO THE OFFERING OF THE
CLASS A CERTIFICATES, CLASS X CERTIFICATES, CLASS B CERTIFICATES, CLASS C
CERTIFICATES, CLASS D CERTIFICATES AND CLASS E CERTIFICATES), AN EXTENSION OF
THE MATURITY DATE OF EACH BALLOON MORTGAGE LOAN IN GROUP 1 ONE YEAR BEYOND ITS
STATED MATURITY DATE, AND THAT EACH GROUP 2 MORTGAGE LOAN MATURES ON ITS FIRST
INTEREST RESET DATE, USED TO PRICE THIS CERTIFICATE: (I) THE AMOUNT OF OID AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
58.50000000%; AND (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE,
COMPOUNDED MONTHLY, IS APPROXIMATELY 21.41%. THERE IS NO SHORT FIRST ACCRUAL
PERIOD.
<TABLE>
<S> <C>
CERTIFICATE NO. __ APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE MORTGAGE
DENOMINATION: $_________________ LOANS AFTER DEDUCTING PAYMENTS DUE
AND PREPAYMENTS RECEIVED ON OR BEFORE
DATE OF POOLING AND SERVICING CUT-OFF DATE: $1,926,540,223.25
AGREEMENT: AS OF FEBRUARY 1, 1996
SERVICER: MIDLAND LOAN SERVICES, L.P.
CUT-OFF DATE: FEBRUARY 1, 1996, EXCEPT AS
DESCRIBED IN THE POOLING AND SERVICING SPECIAL SERVICER: J.E. ROBERT COMPANY,
AGREEMENT INC.
CLOSING DATE: FEBRUARY 15, 1996 TRUSTEE: LASALLE NATIONAL BANK
</TABLE>
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<TABLE>
<S> <C>
FIRST DISTRIBUTION DATE: FISCAL AGENT: ABN AMRO BANK N.V.
MARCH 25, 1996
CUSIP NO. ____________
APPROXIMATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT
OF THE CLASS P CERTIFICATES
AS OF THE CLOSING DATE: $6,426,983.83
</TABLE>
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CLASS P CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), other than the Retained Interests with respect to such Mortgage Loans,
all payments on or collections in respect of the Mortgage Loans due after the
Cut-Off Date, all REO Properties and revenues received in respect thereof, the
Trustee's rights under the Insurance Policies, any Assignment of Leases, Rents
and Profits, and any guaranties, escrow accounts or other collateral as security
for the Mortgage Loans, and such amounts as shall from time to time be held in
the Collection Account, the Distribution Accounts, and the REO Accounts, formed
and sold by
STRUCTURED ASSET SECURITIES CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT TRUSSAL & CO., AS NOMINEE FOR CONFEDERATION LIFE INSURANCE
COMPANY (U.S.) IN REHABILITATION,
is the registered owner of the interest evidenced by this Certificate in the
Class P Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Pooling and
Servicing Agreement"), among Structured Asset Securities Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate initial Certificate
Principal Amount of the Class P Certificates. The Certificates are designated as
the Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL and are issued in twenty-one Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
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Pursuant to the terms of the Pooling and Servicing Agreement,
distributions of principal on this Certificate will be made by the Trustee (or
the Paying Agent on behalf of the Trustee) out of the Class P Distribution
Amount to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following such 25th day (a
"Distribution Date"), commencing on March 25, 1996, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"). Holders of this Certificate may be entitled to Prepayment Charges as
provided in the Pooling and Servicing Agreement. Holders of this Certificate
will not be entitled to distributions in respect of interest. All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Principal allocated to this Certificate on any Distribution Date
will be in an amount due to this Certificate's pro rata share of the Class P
Distribution Amount to be distributed on the Certificates of this Class as of
such Distribution Date, with a final distribution to be made upon retirement of
this Certificate as set forth in the Pooling and Servicing Agreement..
Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Additional Expense Losses, Mortgage Deferred
Interest, Appraisal Reduction Amounts and Excess Prepayment Interest Shortfalls
on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the
Distribution Accounts will be held in the name of the Trustee on behalf of the
holders of Certificates specified in the Pooling and Servicing Agreement and the
Servicer (with respect to the Collection Account) or the Trustee (or Paying
Agent), with respect to the Distribution Accounts, will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in
Eligible Investments. Interest or other income earned on funds in the Collection
Account and Distribution Accounts will be paid to the Servicer as set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date other than the
Termination Date to Certificateholders of record on the related Record Date by
check mailed by first class mail to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee (or the Paying Agent then acting on the Trustee's behalf) with
reasonably satisfactory wire instructions in writing as least five Business Days
prior to the related Record Date, or in the case of the Global Certificates, has
provided the Trustee with reasonably satisfactory standing wire instructions and
(2) is the Holder of Certificates with an original Certificate Principal Amount
of at least $5,000,000, or is the Holder of a Class X, the Class R or the Class
LR Certificate, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor. The final distribution on this
Certificate shall be made in like manner, but only upon presentment and
surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held in trust for the benefit of the non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with
5
<PAGE>
<PAGE>
respect thereto. If within one year after the second notice not all of such
Certificates shall have been surrendered for cancellation, the Trustee may,
directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If after the second notice
any such Certificates shall not have been surrendered for cancellation, the
Trustee shall continue to hold such amounts for the benefit of such Holders. No
interest shall accrue or be payable to any Certificateholder on any amount held
in trust as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling and Servicing Agreement. Any such amounts held by the Trustee shall not
be invested.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee or at the
office of its agent in New York City, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.
Any transferee of this Certificate, as set forth in Section 5.03
of the Pooling and Servicing Agreement, shall be required to furnish the Trustee
with either (i) a representation letter from the proposed purchaser or
transferee of such Certificate substantially in the form of paragraph 3 of
Exhibit D to the Pooling and Servicing Agreement, to the effect that such
proposed purchaser or transferee is not a Person which is an employee benefit
plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Section 4975 of the Code, or a governmental plan as defined in Section 3(32)
of ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan"), or a Person acting on behalf of any such Plan or using the assets of
such Plan to acquire such Certificate or (ii) if such Certificate is presented
for registration in the name of such a Plan subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such Plan, or a
governmental plan as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code, or any other Person who is using the assets of
any such Plan to effect such acquisition, an Opinion of Counsel in form and
substance satisfactory to the Trustee and the Depositor to the effect that such
acquisition and holding of such Certificate (without regard to the identity or
nature of the other Holders of Certificates of any Class) will not constitute or
result in a "prohibited transaction" within the meaning of Section 406 of ERISA
or Section 4975 of the Code, and will not subject the Trustee, the Fiscal Agent,
the Certificate Registrar, the Servicer, the Special Servicer, the Operating
Adviser, the Extension Adviser, any Underwriter or the Depositor to any
obligation or liability under ERISA or Section 4975 of the Code.
Subject to the terms of the Pooling and Servicing Agreement, the
Class A-1A, Class A-1B, Class A-1C, Class A-2A, Class A-2B, Class B, Class C,
Class D and Class E Certificates will be issued in book-entry form through the
facilities of DTC in denominations of $100,000 initial Certificate Principal
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the Certificate Principal Amount of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
minimum denominations of 5% Percentage Interests and integral multiples of 1%
Percentage Interests in excess thereof. The Class F, Class G, Class H, Class I,
Class J, Class P, Class X-1, Class X-1A, Class X-2 and Class X-2A Certificates
will be issued in fully registered, certificated form, in principal or notional
amounts, as applicable, in minimum denominations of $1,000,000 initial
Certificate Principal Amount or initial Notional Amount, as the case may be, and
integral multiples of $1,000 in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or
6
<PAGE>
<PAGE>
exchange but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Certificates.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar
nor any such agents shall be affected by notice to the contrary.
The Pooling and Servicing Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Fiscal Agent and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein, to maintain the rating or ratings assigned to each Class of
Regular Certificates (other than the Class I, Class J and Class P Certificates)
by each Rating Agency, or to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be inconsistent with the provisions of the Pooling and Servicing Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel acceptable to the Depositor and the Trustee, adversely affect in any
material respect the interest of any Certificateholder.
The Pooling and Servicing Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee with the consent of the
Holders of Certificates representing not less than 66-2/3% of the aggregate
Percentage Interests of each Class of Certificates affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed
on any Certificate without the consent of each affected
Certificateholder;
(ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding; or
(iii) alter the servicing standards set forth in Section 3.01 of
the Pooling and Servicing Agreement.
No amendment shall be made to the Pooling and Servicing Agreement
or any Custodial Agreement unless the Depositor, Fiscal Agent, Special Servicer,
Servicer and the Trustee each shall have received an Opinion of Counsel, that
such amendment will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on either the Upper-Tier REMIC or the
Lower-Tier REMIC under the REMIC Provisions.
Any of the Servicer, the Depositor or a Holder of a Class LR
Certificate will have the option, upon 30 days' prior Notice of Termination
given to the Trustee and each of the other Possible Purchasers, which notice the
Trustee is required to forward to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement, to purchase all, but not less than all, of
the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and thereby effect termination of the Trust Fund
and early retirement of the then outstanding Certificates, on any Distribution
Date on which the aggregate Certificate Principal Amount of the outstanding
Classes of Certificates is reduced to less than or equal to 10% of the aggregate
Certificate Principal Amount of all the Classes of Certificates.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Trustee or
the Paying Agent, to make payments to Certificateholders, and the survival of
certain indemnifications, all as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Principal Amount
of the Certificates to zero (including, without limitation, any such
7
<PAGE>
<PAGE>
final payment resulting from a termination of the Trust Fund due to a sale of
its property) pursuant to the terms of the Pooling and Servicing Agreement. In
no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Trustee has executed this Certificate on behalf of the
Trust Fund as Trustee under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
8
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under this official seal.
LASALLE NATIONAL BANK, not in
its individual capacity but
solely as Trustee under the
Pooling and Servicing
Agreement.
By:__________________________
AUTHORIZED OFFICER
Dated: February 15, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS P CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK,
CERTIFICATE REGISTRAR
By:__________________________
AUTHORIZED SIGNATORY
9
<PAGE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-----------------------------------------------
Dated: NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of this Certificate in every
particular without alteration or enlargement
or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
10
<PAGE>
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________ statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
11
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
010041 118 Retail K- MART STORE NO. 7533 157 CRAFT DRIVE
020041 170 Retail K- MART STORE NO. 4704 701 5TH AVENUE SOUTH
030041 184 Retail K- MART STORE NO. 4796 205 S GREENVILLE DR.
040041 158 Retail K- MART STORE NO. 4895 2948 S. STATE ROAD
050041 164 Retail K- MART STORE NO. 4735 1313 S BURR ST
060041 133 Retail K- MART STORE NO. 3969 1020 STRATFORD RD.
070041 186 Retail K- MART STORE NO. 3950 15303 WEST BROADWAY
080049 134 Retail K- MART STORE NO. 7536 808 25TH AVE
0930143 539 Multifamily THE ARRANGEMENT APARTMENTS BURTON DRIVE & OLTORF ROAD
0930210 430 Multifamily FRONT ROYALE APARTMENTS 10107 WESTVIEW DRIVE
0930267 411 Office TOWNLAKE OFFICE BUILDING 155 SOUTH FIRST STREET
0930283 534 Multifamily CYNTHIA SQUARE APARTMENTS 10202 CHALLENGE DRIVE
0930507 516 Warehouse CHROMALLOY - PARK 10 17015 PARK ROW B
0930568 535 Office PLAZA 451 451 S W TENTH STREET
0930578 496 Multifamily VINEYARD APARTMENTS 7473 CALLAGHAN ROAD
0930581 544 Industrial EVERSPRING ENTERPRISES 2301 CENTURY CENTER BOULEVARD
0930751 451 Retail BEST BUY 11219 NORTH FREEWAY
0930854 494 Retail THE CORNERS 701 UNIVERSITY
0930866 555 Office 5465 BLAIR ROAD OFFICE BLDG. 5465 BLAIR ROAD
0931019 203 Other MC GINNIS CADILLAC INC. 12221 KATY FREEWAY
0931106 284 Multifamily FLAGS WEST APARTMENTS 490 SIX FLAGS DRIVE
0931160 455 Warehouse 401 E. ACACIA STREET 401 E. ACACIA STREET
0931172 481 Industrial WILLIAM & EVELYN HARNESS 377 E. ACACIA STREET
0931238 407 Retail IRA FOREST CENTER 15611-19 VENTURA BLVD.
0931417 557 Warehouse 3308 INDUSTRIAL DRIVE 3308 INDUSTRIAL DRIVE
0931482 560 Retail LYONS STATION PLAZA 23402-34 Lyons Ave.
0931603 405 Retail COSTA VILLA SHOPPING CENTER 1155 COAST VILLAGE ROAD
0931615 538 Office 7442 N. FIGUEROA ST. 7442 N. Figueroa St.
0931652 85 Retail RANDALL'S CTR/ KEEGAN'S MEADOW 11753 WEST BELLFORT
0931664 442 Warehouse SEGALE BUSINESS WAREHOUSE 18240-18340 SOUTHCENTER PARKWY
0931676 101 Office LINCOLN BUILDING WEST 818 RIVERSIDE DRIVE
0931706 255 Retail WALTON'S CORNER SHOPPING CTR. 3626 WALTON WAY
0931755 459 Warehouse CENTER AVENUE PROPERTIES 111 Center Avenue
0931780 476 Warehouse 3341 AND 3365 FITZGERALD ROAD 3341 AND 3365 FITZGERALD ROAD
0931834 414 Office CIGNA HEALTH PLAN CLINIC 24902 Moulton Pkwy.
0931883 353 Retail 1390 VENTURA BOULEVARD 13901 VENTURA BLVD.
0931901 509 Office DOMINION SQUARE 5700 DIVISION ST.
0931913 511 Office THE POMEROY FAMILY TRUST 44 Plaza Square
0932073 231 Office ROBINSON BUILDING 227 NORTH FIRST STREET
0932097 412 Industrial J K & R BUILDING 33200 Transit Avenue
0932218 479 Warehouse PEACHTREE INDUSTRIAL CENTER 2080 PEACHTREE INDUSTRIAL CT
0932267 434 Office LAKE AVENUE CORPORATE CENTER 660 SOUTH POINTE COURT
0932401 382 Retail VON'S SUPERMARKET / GROCERY 12565 CARSON STREET
0932449 527 Office HERITAGE SQUARE 4028 HOLCOMB BRIDGE ROAD
<PAGE>
<CAPTION>
Prop Closing
Property Prop Zip Mtg Monthly Maturity Prin
City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ALAMOSA CO 81101 9.000 39,549 01-FEB-2018 4,545,178
DEVILS LAKE ND 58301 10.000 33,622 01-JAN-2017 3,532,093
GREENVILLE MI 48838 10.250 30,663 01-APR-2017 3,176,001
IONIA MI 48846 10.000 35,667 01-OCT-2017 3,785,249
MITCHELL SD 57301 10.000 34,531 01-JAN-2017 3,627,555
MOSES LAKE WA 98837 9.000 36,845 01-JUN-2017 4,187,257
THREE RIVERS MI 49093 10.250 30,107 01-FEB-2017 3,111,459
BROOKINGS SD 57006 9.000 36,085 10-AUG-2018 4,176,265
AUSTIN TX 78741 8.750 9,990 01-APR-2002 564,895
HOUSTON TX 77043 8.750 15,156 01-JUN-2005 1,157,223
AUSTIN TX 78704 8.875 15,917 15-SEP-2005 1,233,546
JACINTO CITY TX 77029 9.000 9,596 15-SEP-2002 577,257
HOUSTON TX 77056 7.750 9,295 01-DEC-2003 653,319
RENTON WA 98055 9.625 6,375 01-JUL-2009 575,138
SAN ANTONIO TX 78229 9.625 7,820 01-SEP-2008 794,238
IRVING TX 75062 9.875 5,384 01-NOV-2009 485,063
HW STON TX 77037 10.375 11,776 01-FEB-2010 1,038,056
FORT WORTH TX 76114 14.750 11,205 01-JUL-2011 813,275
DALLAS TX 75231 8.500 2,346 01-FEB-2011 331,163
HOUSTON TX 77079 10.500 35,318 01-AUG-2007 2,819,700
AUSTELL GA 30001 7.500 13,044 01-FEB-1999 2,087,115
TRACY CA 95376 8.500 9,222 10-MAY-1999 1,026,351
TRACY CA 95376 8.500 8,020 10-MAY-1999 892,475
ENCINO CA 91436 8.875 11,568 01-AUG-1999 1,259,393
SANTA ROSA CA 95401 9.875 3,547 01-SEP-2004 317,711
Newhall CA 91381 10.125 2,711 01-MAR-2000 273,813
SANTA BARBARA CA 93108 9.625 12,129 15-APR-2000 1,273,134
Los Angeles CA 90041 9.875 5,502 01-MAY-2000 567,835
STAFFORD TX 77477 9.375 51,632 10-APR-2015 5,513,876
SEATTLE WA 98188 12.500 26,808 01-JUL-2000 1,087,408
SPOKANE WA 99201 9.000 45,407 01-APR-2010 4,968,525
AUGUSTA GA 30909 10.250 23,060 10-JUN-2000 2,333,820
Pacheco CA 94553 9.750 9,022 01-MAY-2005 1,004,833
RANCHO CORDOVA CA 95670 10.125 8,425 01-MAY-2005 911,885
Laguna Hills CA 92653 9.125 11,236 01-MAY-2000 1,220,751
SHERMAN OAKS CA 91423 9.500 15,440 01-JUN-2000 1,637,037
RIVERSIDE CA 92506 9.500 6,039 15-JUN-1998 687,133
Orange CA 92666 9.250 6,318 01-JUN-2000 681,512
SAN JOSE CA 95113 9.750 24,673 01-MAY-2000 2,568,278
Union City CA 94587 9.875 11,865 01-JUN-2005 1,226,326
CHAMBLEE GA 30341 10.000 9,651 01-JUN-1997 906,457
COLORADO SPRINGS CO 80906 10.000 10,996 01-JUN-1996 1,145,208
HAWAIIAN GARDENS CA 90716 10.250 13,971 01-SEP-2000 1,413,916
ATLANTA GA 30342 8.500 4,663 01-APR-1999 604,171
</TABLE>
1 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0932504 110 Industrial 80, 90 ROSE ORCHD & 3190 N 1ST 80, 90 ROSE ORCHD & 3190 N 1ST
0932632 271 Retail BARRINGTON GATEWAY 2536 BARRINGTON AVE.
0932679 490 Warehouse BATAVIA PARK 982 A & B N. BATAVIA ST.
0932711 258 Warehouse HUMBOLT BUSINESS PARK 10521-47 HUMBOLT STREET
0932735 482 Office 5 THOMAS MELLON CIRCLE 5 THOMAS MELLON CIRCLE
0932814 251 Office VENTURA COMMERCENTER 4567 TELEPHONE RD/1711 WOOD PL
0932863 388 Office BING HONG MAH & JEAN B. MAH 636 - 638 Webster Street
0932954 441 Industrial CYANTEK BUILDING 3055 OSGOOD COURT
0932978 270 Retail HARBOR SQUARE 101/123 S HARBOR BLVD
0932980 218 Office DAVCO OFFICE BUILDING 1657 CRAIN HIGHWAY
0933004 197 Office WEST MAIN PLAZA 25 S. RAYMOND AVE.
0933053 493 Retail 4367 WOODMAN AVENUE 4367 WOODMAN AVENUE
0933119 367 Office TRIPLEX DIRECT MARKETING 20 LEVERONI COURT
0933120 171 Retail ORANGE TREE PLAZA 23512 EL TORO RD.
0933168 503 Office 3630 WILSHIRE BLVD 3630 WILSHIRE BLVD.
0933178 338 Retail 1637 P STREET N W 1637 P STREET, N W
0933193 359 Warehouse DEVCON ASSOCIATES 37 320 S. MILPITAS BOULEVARD
0933207 395 Industrial 12532 BARRINGER ST. 12532 Barringer St.
0933211 436 Office 1725 L 1735 SPRUCE STREET 1725 & 1735 SPRUCE STREET
0933235 281 Office MONTPELIER PROFESSIONAL CENTER 9811 MALLARD DRIVE
0933272 477 Office 5464 & 5480 BALTIMORE DRIVE 5464 & 5480 BALTIMORE DRIVE
0933284 485 Retail MC FADDEN - HARBOR PLAZA 3701 W. MC FADDEN AVENUE
0933348 288 Retail 7126-7140 WISCONSIN AVENUE 7126-7140 WISCONSIN AVENUE
0933363 369 Warehouse ATG INCORPORATED 47375 Fremont Boulevard
0933430 183 Office 5801 PEACHTREE DUNWOODY ROAD 5801 PEACHTREE DUNWOODY ROAD
0933454 322 Multifamily CASA BALBOA 6106 Beadnell Way
0933518 391 Multifamily TAMARA COLONIAL ESTATES 372 S E 194TH AVENUE
0933533 299 Retail COOPER CENTER 8723 COOPER ROAD
0933582 502 Office THE HOUSING CENTER 15555 S W BANGY ROAD
0933624 77 Multifamily WOODS EDGE APARTMENTS 14001 COVE LANE #201
0933661 201 Retail NORTH RIVER SHOPPING CENTER 8800 ROSWELL ROAD
0933673 471 Office 22 W. 600 BUTTERFIELD ROAD 22 W. 600 BUTTERFIELD ROAD
0933685 345 Office THE OLNEY BUILDING 17904 GEORGIA AVENUE
0933703 379 Warehouse 2629-2649 TERMINAL BOULEVARD 2629-2649 TERMINAL BOULEVARD
0933727 297 Multifamily AZALEA PARK APARTMENTS 2105 BOGARDE STREET
0933739 457 Multifamily CHALET ROBAIRE 872 WESTGATE AVE.
0933752 325 Office THE BILL MILBURN BUILDING 11911 BURNET ROAD
0933776 489 Multifamily THE MAYETTE APARTMENTS 3725 MAYETTE AVENUE
0933788 376 Warehouse SOUTHLAWN BUILDINGS 14650 SOUTHLAWN LANE
0933790 468 Office WILLIAM GAMMON INSURANCE BLDG. 1615 GUADALUPE STREET
0933855 393 Warehouse 848 EAST GISH ROAD 848 EAST GISH ROAD
0933910 550 Office 99202 ARGONNE ROAD 99202 ARGONNE ROAD
0933946 340 Multifamily ABCO CROWN VILLA LTD. 9909 HAZARD AVE.
0933958 530 Warehouse 6225 E 38TH AVENUE 6225 E 38TH AVENUE
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SAN JOSE CA 95134 9.950 65,000 01-SEP-1999 4,770,859
LOS ANGELES CA 90049 9.000 19,853 10-OCT-2000 2,196,552
ORANGE CA 92667 10.250 9,099 01-NOV-2010 828,761
LOS ALAMITOS CA 90721 8.625 18,104 12-NOV-1998 2,319,213
SAN FRANCISCO CA 94100 8.500 11,850 01-FEB-1998 892,346
VENTURA CA 93003 9.125 21,594 01-JAN-2000 2,375,243
Oakland CA 94607 10.125 13,408 01-FEB-2001 1,377,556
FREMONT CA 94538 9.625 10,566 01-MAR-2001 1,105,745
SANTA ANA CA 92704 9.500 20,429 01-APR-1999 2,197,677
CROFTON MD 21114 9.500 25,043 01-JAN-1999 2,682,827
ALHAMBRA CA 91801 10.000 28,274 01-FEB-2001 2,929,780
SHERMAN OAKS CA 91423 9.625 8,514 01-APR-1996 813,483
NOVATO CA 94948 9.625 19,431 01-APR-2001 1,508,382
EL TORO CA 92630 10.125 33,929 01-MAR-1999 3,490,358
Los Angeles CA 90010 9.750 6,853 01-APR-1996 720,360
WASHINGTON DC 20005 9.500 16,042 01-APR-1996 1,725,615
MILPITAS CA 95035 9.750 14,946 01-APR-2001 1,579,903
So. El Monte CA 91733 9.875 12,879 01-MAY-1996 1,351,384
RIVERSIDE CA 92507 9.625 10,686 15-APR-1999 1,140,990
LAUREL MD 20708 9.625 19,855 01-APR-1999 2,117,131
LA MESA CA 92041 9.500 8,465 10-APR-1996 911,742
SANTA ANA CA 92704 9.625 8,121 01-JUN-1996 868,285
BETHESDA MD 20814 8.500 17,830 01-APR-1999 2,060,965
Fremont CA 94538 9.500 13,736 01-DEC-2001 1,502,778
ATLANTA GA 30328 9.000 28,099 15-MAY-2001 3,193,316
San Diego CA 92117 9.875 17,463 01-MAY-1996 1,832,367
PORTLAND OR 97233 9.750 12,888 01-MAY-1996 1,364,003
ALEXANDRIA VA 22309 9.750 18,714 01-JUL-2001 1,986,052
LAKE OSWEGO OR 97035 10.000 7,021 01-JUL-1996 732,091
ROCKVILLE MD 20851 8.500 52,970 05-JUL-1996 5,917,589
ATLANTA GA 30350 9.125 25,736 01-JUL-2000 2,855,406
GLEN ELLYN IL 60137 9.875 8,921 01-AUG-1996 939,609
OLNEY MD 20832 9.500 15,727 01-AUG-1996 1,700,964
MOUNTAIN VIEW CA 94043 9.250 14,766 01-AUG-2002 1,456,346
DURHAM NC 27705 9.000 17,858 01-AUG-1999 1,996,424
LOS ANGELES CA 90049 9.875 10,748 01-AUG-1996 1,021,659
AUSTIN TX 78766 9.875 17,290 01-JUL-1996 1,821,134
SANTA ROSA CA 95405 10.000 7,965 01-AUG-2001 832,649
ROCKVILLE MD 20850 9.500 13,543 15-JUL-1996 1,464,699
AUSTIN TX 78701 9.750 9,006 01-SEP-1996 959,310
SAN JOSE CA 95112 7.500 10,801 15-JUL-1999 1,354,884
SPOKANE WA 99212 10.250 4,909 01-SEP-2006 379,373
GARDEN GROVE CA 92644 10.000 18,091 01-OCT-2001 1,714,725
DENVER CO 80207 10.125 5,762 05-OCT-1996 596,531
</TABLE>
2 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0933995 501 Retail F & M DISTRIBUTORS 1608 LARKIN AVENUE
0934008 254 Warehouse WESTINGHOUSE BUILDING 7121 STANDARD DRIVE
0934033 402 Warehouse LORAL BUILDING 7235 STANDARD DRIVE
0934045 307 Multifamily HALLWOOD APARTMENTS 7415-7535 S W HALL BOULEVARD
0934057 364 Warehouse 1201-1223 AVENUE J 1201-1223 AVENUE J
0934069 296 Retail ROSECROFT SHOPPING CENTER 3201-3297 BRINKLEY ROAD
0934094 274 Multifamily WESTLAKE VILLAGE APARTMENTS 955 WEST 19TH STREET
0934124 418 Office T S & H OFFICE BUILDING 209 FAYETTEVILLE STREET MALL
0934136 500 Retail CARPENTER PLAZA 2912 LEGACY
0934185 275 Warehouse OLYMPIC / BUNDY CENTER 12100 W. OLYMPIC BLVD.
0934203 54 Retail RAMPART VILLAGE CENTER NORTH UNION AND BRIARGATE BLVD
0934215 126 Multifamily NUTWOOD EAST APARTMENTS 2436-2458 E. NUTWOOD AVE.
0934227 386 Industrial WESCOTURF BUILDING 2101 CANTU COURT
0934239 498 Warehouse 2021 OMEGA ROAD 2021 Omega Road
0934252 447 Office 9410 ANNAPOLIS ROAD 9410 ANNAPOLIS ROAD
0934264 423 Industrial 2320 ORANGETHORPE AVE. 2320 ORANGETHORP AVE.
0934276 242 Retail HURST FEDERATED SHOPPING CTR. 1301 WEST PIPELINE
0934288 374 Warehouse SHERWIN WILLIAMS COMPANY 1450 AVENUE R
0934318 249 Warehouse KISTLER GRAPHICS, INC. 4000 DAHLIA STREET/5000 41ST
0934328 269 Multifamily 3969 ADAMS STREET 3969 ADAMS STREET
0934343 465 Office AMERICAN RED CROSS 444 SHERMAN STREET
0934355 315 Retail ASHTON VILLAGE CENTER 1-31 OLNEY - SANDY SPRING ROAD
0934367 537 Industrial MT HOOD CHEMICAL BUILDING 4456 N W YEON AVENUE
0934379 464 Office ALAMO MEDICAL CENTER 1505 St. Alphonsus Way
0934392 541 Warehouse WESCO 1333 STATE COLLEGE PARKWAY
0934410 244 Retail STONE HILL CENTER 900-980 ILLINOIS ROUTE 22
0934422 454 Warehouse FEDERAL EXPRESS BUILDING 2195 S RARITAN STREET
0934434 341 Office WYNGATE MEDICAL PARK 5602-5654 SHIELDS DRIVE
0934446 443 Office 2880 CLEVELAND AVENUE Various
0934458 321 Office PIKE PLACE 316, 320 & 324 W. PIKE STREET
0934501 151 Multifamily COLONY APARTMENTS 1750 FIRST STREET
0934513 487 Industrial ENCINAS BUSINESS PARK 6100 AVENIDA ENCINAS
0934525 147 Golf Course POPPY HILLS GOLF COURSE 3200 LOPEZ ROAD
0934537 214 Office 12727 NORWALK BOULEVARD 12727 NORWALK BLVD.
0934549 552 Warehouse TILTON EQUIPMENT BUILDING 1295 OLD ALPHARETTA ROAD
0934550 293 Retail Mc Henry Center 2720 Mc Henry Avenue
0934562 524 Retail SONG PLAZA 8201 S E POWELL BLVD
0934586 437 Warehouse MERRI - PARK BUILDING 8305 MERRIFIELD
0934598 241 Retail CLOVERLY VILLAGE CENTER 15440 NEW HAMPSHIRE
0934604 298 Office RAMPART MEDICAL CENTER 7606 & 7608 NORTH UNION BLVD.
0934639 389 Multifamily COUNTRY QUARTERS APTS 2180-2246 COUNTRY QUARTERS WAL
0934641 335 Multifamily WILLOWGATE APARTMENTS 707-868 WILLOWGATE CIRCLE
0934653 556 Office HELTZER SALES CORPORATION 5135 GOLF ROAD
0934665 168 Retail CIPRIANO SQUARE SHOPPING CENTR 8819-27/8831-65 GREENBELT RD.
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CREST HILL IL 60435 10.250 7,839 01-OCT-1996 732,260
HANOVER MD 21076 9.875 22,143 01-NOV-2010 2,341,124
HANOVER MD 21076 9.875 12,157 01-OCT-2006 1,285,311
BEAVERTON OR 97005 9.750 18,096 01-SEP-1996 1,927,763
GRAND PRAIRIE TX 75050 9.875 13,245 31-DEC-1999 1,522,525
TEMPLE HILLS MD 20744 6.500 10,833 25-MAY-1999 2,000,000
COSTA MESA CA 92627 9.875 21,053 01-NOV-2001 2,153,517
RALEIGH NC 27604 10.250 12,970 01-NOV-2003 1,213,992
PLANO TX 75086 9.750 6,874 01-DEC-1996 733,924
LOS ANGELES CA 90064 9.875 22,446 01-DEC-1996 2,152,670
COLORADO SPRINGS CO 80920 8.750 60,947 20-NOV-2001 7,724,432
FULLERTON CA 92631 9.500 42,919 01-JAN-1997 4,426,120
SARASOTA FL 34232 10.000 13,164 10-DEC-1999 1,382,801
San Ramon CA 94583 9.750 7,297 01-DEC-2001 779,209
LANHAM MD 20706 9.750 10,948 01-NOV-1996 1,055,493
ANAHEIM CA 92807 9.375 14,541 01-FEB-1997 1,194,826
HURST TX 76053 9.500 22,451 01-DEC-1996 2,440,919
GRAND PRAIRIE TX 75050 10.250 15,749 01-DEC-2003 1,477,318
DENVER CO 80216 10.500 25,777 10-NOV-2001 2,382,916
CARLSBAD CA 92008 9.500 20,143 01-MAR-1997 2,198,298
DENVER CO 80203 9.500 9,460 20-DEC-1996 989,538
ASHTON MD 20861 9.750 17,566 01-DEC-1996 1,875,962
PORTLAND OR 97210 9.625 7,020 01-FEB-1997 570,294
Alamo CA 94507 10.125 12,540 01-JAN-2007 991,782
ANAHEIM CA 92806 9.750 4,889 01-JAN-1997 522,696
FOX RIVER GROVE IL 60021 10.250 25,939 05-DEC-2011 2,438,437
ENGLEWOOD CO 80110 9.875 9,743 10-DEC-1996 1,032,634
BETHESDA MD 20814 9.250 17,128 01-FEB-1997 1,713,220
Various Vr Vrs 9.875 11,249 01-JAN-2003 1,081,198
LAWRENCEVILLE GA 30245 9.750 17,153 15-DEC-2001 1,834,046
SIMI VALLEY CA 93065 8.625 33,309 01-JAN-1998 3,866,307
CARLSBAD CA 92009 9.750 18,162 01-JAN-2001 848,589
PEBBLE BEACH CA 93953 10.000 71,462 01-APR-2002 3,934,913
NORWALK CA 90650 9.625 25,030 01-DEC-2001 2,696,988
FORSYTH COUNTY GA 30201 10.000 6,783 15-DEC-2001 362,376
MODESTO CA 92807 9.500 18,499 01-FEB-2002 2,016,329
PORTLAND OR 97266 9.500 5,377 15-JAN-1999 615,391
FAIRFAX VA 22216 9.500 11,359 01-FEB-2002 1,118,878
CLOVERLY MD 20904 9.000 24,201 01-FEB-1997 2,458,116
COLORADO SPRINGS CO 80920 9.125 17,689 20-APR-1997 1,989,161
SNELLVILLE GA 30087 9.125 12,193 01-MAR-1997 1,367,455
LILBURN GA 30247 9.125 17,146 01-MAR-1997 1,732,191
SKOKIE IL 60077 10.000 5,911 01-MAR-2002 322,139
GREENBELT MD 20770 9.250 31,484 01-NOV-2013 3,577,697
</TABLE>
3 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0934690 154 Retail BURKE PLAZA 6030 BURKE CENTER PARKWAY
0934719 116 Retail MERCADO FIESTA SHOPPING CENTER S E C SOUTHERN AV& LONGMORE ST
0934720 128 Multifamily SAVANNAH OAKS APARTMENTS 1029 FRANKLIN ROAD
0934732 316 Warehouse DEVCON ASSOCIATES 28 1283-1293 OLD MOUNTAIN VIEW
0934744 143 Office BOEING AEROSPACE, BLDG 14 800 S W 39TH STREET
0934793 156 Retail BELLEVUE VILLAGE SHOPPING CENT 10116 N E EIGHTH STREET
0934811 384 Retail WHALEY'S SHOPPING CENTER 533 SOUTH HOWARD AVENUE
0934823 225 Warehouse STANLEY DESJARDINS 7414 S HARL AVENUE
0934847 518 Multifamily BEDFORD TERRACE APARTMENTS 1054 S. BEDFORD ST.
0934859 401 Multifamily CHATEAU BRENTANA APARTMENTS 11666 MONTANA AVE.
0934860 519 Multifamily CASA OVERLANDA 1932 Overland Ave.
0934872 475 Office CODDINGTON PLAZA 1440-1450 Guerneville Road
0934938 460 Office WILMETTE EXECUTIVE CENTER 444 SKOKIE BOULEVARD
0934963 512 Warehouse COLORWEB PROPERTIES 2114 MCDANIEL DRIVE
0934975 536 Retail 495 NORTH G ST. 495 NORTH G St.
0934999 27 Retail FOUNTAIN SQUARE SHOPPING CTR. N W C 7TH STREET & BELL ROAD
0935025 365 Multifamily TARZANA COURT APARTMENTS 5544 YOLANDA AVENUE
0935037 276 Retail BEVERLY CENTER 362-370 N. BEVERLY DRIVE
0935050 291 Industrial BOXMAKER BUILDING 6412 SOUTH 190TH
0935074 521 Private Sch COLORADO INSTITUTE OF ART 300 E NINTH AVENUE
0935086 403 Office WESTLAKE OFFICE PLAZA 2835 Townsgate Rd.
0935098 563 Restaurant CHILI'S BAR & GRILL 329 W. SPRING VALLEY ROAD
0935104 470 Retail CHAPMAN CENTER 1317-1343 E. CHAPMAN
0935116 232 Multifamily THE COMMONS APARTMENTS 333 ENTERPRISE
0935128 277 Multifamily SYLMAR GARDEN ASSOCIATES 6310 SYLMAR AVENUE
0935138 220 Multifamily BURBANK GARDEN ASSOCIATES 14614 BURBANK BLVD.
0935189 239 Multifamily 633 S. BARRINGTON 633 S. BARRINGTON AVE.
0935190 161 Retail COLMAR MANOR SHOPPING CENTER 3311-3831 BLADENBURG ROAD
0935207 83 Retail EUSTIS SQUARE SHOPPING CENTER 100-332 ARDICE AVENUE
0935256 187 Office UNIVERSITY PARK I 985 UNIVERSITY AVENUE
0935268 290 Office UNIVERSITY PARK ASSOCIATES II 987 University Avenue
0935279 361 Warehouse 707 REMINGTON ROAD 707 REMINGTON ROAD
0935281 452 Multifamily ENVOY APARTMENTS 2336 S W OSAGE STREET
0935308 528 Office 317 E. CARRILLO STREET 317 E. Carrillo St.
0935347 461 Office JOHN GRUBB REALTORS 1301 Ygnacio Valley Road
0935359 533 Retail 17240 S E MC LOUGHLIN BLVD. 17240 S E MC LOUGHLIN BLVD.
0935360 141 Warehouse PARKWAY INDUSTRIAL CTR, LOT 9 7225 STANDARD DRIVE
0935384 222 Multifamily JAMESTOWN VILLAGE I 1401-1657 N VAN DORN STREET
0935396 305 Multifamily JAMESTOWN VILLAGE II 1161-1398 NORTH VAN DORN ST
0935402 349 Office ARACOR BUILDING 425 LAKESIDE DRIVE
0935426 431 Office PROFESSIONAL CENTER / HINSDALE 105 EAST FIRST STREET
0935438 149 Office ALEX BRWN BLDG, ALLEGHENEY PLZ 102 W PENNSYLVANIA AVENUE
0935451 385 Warehouse GILLESPI BUSINESS CENTER II 2135 DEFOOR HILLS ROAD
0935463 522 Retail 4483 CONNECTICUT AVENUE, NW 4483 CONNECTICUT AVENUE, NW
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BURKE VA 22015 9.250 33,906 01-NOV-2013 3,852,890
MESA AZ 85201 9.000 41,036 01-APR-1997 4,651,353
MARIETTA GA 30067 9.250 37,367 15-FEB-2000 4,340,414
SUNNYVALE CA 94086 9.250 16,832 01-APR-2002 1,870,728
RENTON WA 98055 8.875 35,208 01-APR-1997 4,027,802
BELLEVUE WA 98004 8.625 36,711 01-APR-1997 3,834,547
TAMPA FL 33679 8.875 13,193 15-APR-1999 1,409,771
TEMPE AZ 85280 9.000 23,174 01-MAR-1997 2,623,031
LOS ANGELES CA 90035 9.250 6,423 20-MAY-2002 648,226
LOS ANGELES CA 90049 9.250 12,846 20-MAY-2002 1,296,458
Los Angeles CA 90025 9.250 6,423 20-MAY-2002 648,226
Santa Rosa CA 95401 9.000 8,047 20-MAY-2002 913,104
WILMETTE IL 60091 8.875 8,753 01-MAY-1997 1,002,482
CARROLTON TX 75006 9.125 5,981 09-JUN-1997 674,075
San Bernardino CA 92410 9.250 5,142 01-JUN-2002 573,571
PHOENIX AZ 85014 8.875 93,574 01-JUN-1997 10,733,808
TARZANA CA 91356 7.875 12,282 15-MAY-2001 1,520,755
BEVERLY HILLS CA 90210 9.250 21,302 20-MAY-2002 2,149,863
KENT WA 98032 9.125 17,928 01-JUN-1997 2,018,528
DENVER CO 80209 9.500 7,503 20-JUN-1997 625,980
THOUSAND OAKS CA 91361 9.125 11,391 01-JUN-1997 1,282,543
RICHARDSON TX 75081 9.750 8,501 01-JUN-1997 126,897
FULLERTON CA 92631 9.500 9,551 01-JUL-1997 951,237
ROHNERT PARK CA 94929 8.625 24,411 15-MAY-2002 2,561,648
VAN NUYS CA 91401 9.125 21,086 10-JUN-1997 2,149,398
VAN NUYS CA 91411 9.125 26,147 10-JUN-1997 2,665,244
LOS ANGELES CA 90049 9.500 22,550 10-JUN-1997 2,472,909
BLADENBURG MD 20710 10.500 36,133 01-OCT-2007 3,700,557
EUSTIS FL 32726 9.000 54,754 01-JUL-2002 5,625,257
LOS GATOS CA 95030 8.875 26,886 01-JUN-1999 3,084,100
Los Gatos CA 95030 8.875 17,925 01-JUN-1999 2,056,115
SCHAUMBURG IL 60172 9.250 13,917 01-JUL-2002 1,554,397
PORTLAND OR 97205 9.375 10,316 01-JUL-1997 1,035,277
Santa Barbara CA 93101 9.125 5,927 01-JUL-2002 604,119
Walnut Creek CA 94598 9.500 10,048 01-JUL-2002 1,000,636
PORTLAND OR 97277 9.750 7,048 01-JUL-2007 581,169
HANOVER MD 21076 9.625 37,315 01-NOV-2007 4,073,880
ALEXANDRIA VA 22304 9.500 31,693 01-JUL-2007 2,644,114
ALEXANDRIA VA 22314 9.500 23,304 01-JUL-2007 1,944,149
SUNNYVALE CA 94086 9.000 14,455 05-AUG-2002 1,648,900
HINSDALE IL 60521 9.500 10,511 30-JUL-2007 1,154,025
TOWSON MD 21204 9.250 45,794 01-SEP-1997 3,897,512
ATLANTA GA 33038 9.250 13,751 01-AUG-2002 1,396,893
WASHINGTON DC 20036 6.500 3,390 25-MAY-1999 625,763
</TABLE>
4 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0935487 180 Retail PARK PLAZA CENTER STATE HWY 5 AT STEWART PKWY.
0935505 517 Multifamily HAMPTON PLACE APARTMENTS 1915 WEST WATERS AVENUE
0935529 174 Industrial PATAPSCO CENTRAL LTD. PTSHP. 815 CENTRAL AVENUE
0935554 478 Retail BIG 5 SPORTING GOODS 235 N. AZUSA AVE.
0935566 120 Retail HARBOR - EDINGER PLAZA 11940 EDINGER AVE.
0935580 480 Warehouse 11260 OLD ROSWELL ROAD 11260 OLD ROSWELL ROAD
0935591 546 Multifamily VICTORIA APARTMENTS 3518 ROSWELL ROAD N
0935633 248 Multifamily BEARDSLEE COVE APARTMENTS 18804-18632 BEARDSLEE
0935657 167 Retail CAPITAL CORNER SHOPPING CTR. 6507-39 ANNAPOLIS ROAD
0935670 57 Multifamily TIFFANY OAKS APARTMENTS 351 S NORTHLAKE BOULEVARD
0935682 81 Multifamily TIMBERLAKE APARTMENTS I I 780 JAMESTOWN BOULEVARD
0935700 320 Retail FLINT HILL BUILDING 11601-11631 NEBEL STREET
0935724 207 Office 200 WEBSTER STREET 200 WEBSTER STREET
0935736 330 Retail 5420 BUTLER ROAD Various
0935761 91 Retail SPRING CENTER 8603-8653 16TH STREET
0935815 420 Retail G. I. JOE'S 700 N W EASTMAN PARKWAY
0935839 223 Office THE ALBERT BUILDING 1010 B STREET
0935840 25 Warehouse PARK 90-5 OFFICE PARK 2203 AIPORT WAY
0935852 439 Retail DARTMOOR SHOPPING CENTER 1024 MC HENRY AVENUE
0935876 383 Retail WINN DIXIE PLAZA 2134-2200 S. ATLANTIC AVENUE
0935906 139 Retail SHERMAN SQUARE 12643 SHERMAN WAY
0935920 185 Warehouse CHARLES COUNTY ASSOCIATES 10700-11099 DE MARR ROAD
0935967 424 Retail CASCADES AT LAKE ST. GEORGE 3382-3392 TAMPA ROAD.
0935979 417 Warehouse COOK ASSOCIATES 7608 FULLERTON ROAD
0935980 179 Retail TOWER PLAZA 505 BANKHEAD HIGHWAY
0937010 230 Office Gregory Professional Centre 140 GREGORY LANE
0937022 178 Office 1500 HAMBURG PIKE 1501 HAMBURG PIKE
0937095 483 Warehouse PARKWAY CENTER I 7267 PARK CIRCLE DRIVE
0937101 7 Multifamily OAKTON GABLE 3200-3252 ARROWHEAD CIRCLE
0937125 138 Retail BRIGGS CHANEY CENTER 13820 OLD COLUMBIA PIKE
0937162 40 Multifamily PARK RIDGE APARTMENTS 810 PARK RIDGE ROAD
0937198 213 Office 136 SUMMIT AVENUE 136 SUMMIT AVENUE
0937204 215 Warehouse AIRPORT BUSINESS CENTER V I 245 QUIGLEY
0937216 506 Retail WILSON PLAZA S W C WILSON AND PRAIRIE STS
0937228 419 Retail BARRY PLAZA 11651 Santa Monica Blvd.
0937320 65 Warehouse 44348,68,88 OLD WARM SPRINGS B 44348,68,88 OLD WARM SPRINGS B
0937368 229 Warehouse 1716 FOURTH STREET 1716 FOURTH STREET
0937370 95 Retail CHEROKEE SHOPPING CENTER 320 - 580 CHEROKEE LANE
0937381 266 Industrial PROSPECT INDUSTRIAL PARK 2619-43 MIDPOINT DRIVE
0937423 404 Office 105 SOUTH MAPLE AVENUE 105 MORRIS AVENUE
0937460 446 Retail PEOPLE'S PLAZA 100 RYDERS LANE
0937484 398 Office 1409 KINGS HIGHWAY, NORTH 1409 KINGS HIGHWAY, NORTH
0937502 75 Industrial CENTENNIAL VALLEY BUSINESS PK. 1315 CENTURY DRIVE
0937514 429 Warehouse WIN COMMUNICATIONS 6755 JIMMY CARTER BOULEVARD
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DOUGLASVILLE GA 30135 8.250 23,001 10-SEP-2001 3,345,557
TAMPA FL 33604 8.500 5,242 31-DEC-2002 650,308
LINTHICUM MD 21090 9.250 30,907 01-SEP-1997 3,460,734
WEST COVINA CA 91791 10.250 11,191 01-SEP-2007 908,425
FOUNTAIN VALLEY CA 92728 9.000 39,575 30-SEP-1997 4,520,422
ROSWELL GA 30201 9.500 8,228 01-SEP-1997 904,396
ATLANTA GA 30305 10.250 7,903 01-OCT-2002 460,483
BOTHELL WA 98012 9.250 21,347 05-SEP-1997 2,393,074
LANDOVER MD 20815 6.500 19,429 25-MAY-1999 3,586,875
ALTAMONTE SPRINGS FL 32701 8.750 65,772 01-NOV-1997 7,665,840
ALTAMONTE SPRINGS FL 32714 8.750 49,329 01-NOV-1997 5,749,380
ROCKVILLE MD 20852 8.875 15,989 01-NOV-1997 1,845,804
OAKLAND CA 94607 9.250 24,791 15-OCT-2002 2,782,559
Various Vr Vrs 8.875 15,589 01-NOV-1997 1,799,727
SILVER SPRINGS MD 20910 9.000 45,438 15-NOV-1997 5,203,029
GRESHAM OR 97030 9.750 11,169 01-NOV-1997 1,208,331
SAN RAFAEL CA 94901 9.500 26,211 15-OCT-2002 2,632,277
SOUTH SEATTLE WA 98134 8.875 104,910 01-NOV-1997 12,112,003
CRYSTAL LAKE IL 60014 9.500 10,086 01-NOV-2002 1,109,754
DAYTONA BEACH SHORES FL 32116 10.375 17,325 10-NOV-2007 1,413,683
NORTH HOLLYWOOD CA 91605 9.750 37,867 01-NOV-2017 4,096,561
WHITE PLAINS MD 20695 10.750 31,272 01-JUL-2008 3,173,759
PALM HARBOR FL 34618 10.000 11,285 15-DEC-1997 1,193,667
SPRINGFIELD VA 22153 9.125 10,693 01-FEB-1998 1,215,841
CARROLLTON GA 30117 9.875 31,287 10-APR-2003 3,375,610
PLEASANT HILL CA 94523 9.250 22,726 10-APR-2003 2,568,677
WAYNE TOWNSHIP NJ 07470 10.000 31,693 01-FEB-1998 3,377,876
HANOVER MD 21076 10.375 9,166 01-MAR-2013 878,544
OAKTON VA 22030 8.000 176,035 05-FEB-1998 22,090,506
SILVER SPRING MD 20904 9.750 37,803 01-MAR-1998 4,107,632
DURHAM NC 27713 9.750 83,767 01-MAR-1998 9,102,132
MONTVALE NJ 07645 6.250 14,059 15-FEB-1999 2,699,456
NEW CASTLE DE 19720 8.500 20,761 03-MAY-2000 2,693,386
BATAVIA IL 60510 10.000 6,653 20-MAR-1998 709,662
LOS ANGELES CA 90025 9.000 9,801 01-MAR-2003 1,212,599
FREMONT CA 94539 9.750 61,000 15-MAR-2003 6,635,354
BERKELEY CA 94710 9.875 26,098 01-MAR-2003 2,580,193
LODI CA 95240 9.500 46,368 01-APR-2003 5,137,982
FORT COLLINS CO 80525 9.375 21,844 10-APR-2003 2,237,574
SPRINGFIELD NJ 07081 8.750 10,893 01-MAY-1998 1,279,061
MILLTOWN NJ 08850 7.875 9,354 01-MAY-1998 1,057,209
CHERRY HILL TOWNSHIP NJ 08034 9.750 12,029 01-MAY-1998 1,309,651
LOUISVILLE CO 80027 9.000 52,301 15-APR-1998 6,024,875
NORCROSS GA 30071 10.000 11,356 01-JUN-1998 1,163,766
</TABLE>
5 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0937526 205 Office NAPERVILLE OFFICE COURT 1801-1813 MILL STREET
0937540 94 Office ONE BEACH STREET ONE BEACH STREET
0937551 399 Warehouse 2101-2144 HELLMAN AVE. 2101-2144 HELLMAN AVE.
0937575 333 Retail CLOVERLY CENTER 15507-15537 NEW HAMPSHIRE AVE.
0937587 245 Industrial HAYVENHURST AIRPORT BUSINESS 7625 HAYVENHURST AVE.
0937599 260 Office INSERRA PLAZA 20 RIDGE ROAD
0937654 392 Retail IRVING - KIMBALL SHOPPING CENT 3401-3417 WEST IRVING PARK ROA
0937666 428 Retail KIMBALL PLAZA 3214-3224 NORTH KIMBALL AVENUE
0937678 286 Retail ARCHER - CENTRAL PLAZA 5889-5915 ARCHER AVENUE
0937681 360 Retail GROVE PLAZA 2240 PLAZA BLVD.
0937691 216 Warehouse GATEWAY PROFESSIONAL CENTER 150-170 PROFESSIONAL CENTER DR
0937710 265 Warehouse AGOURA OAKS COMMERCE CENTER 29395, 97 & 99 AGOURA ROAD
0937721 159 Retail LEE JACKSON STATION 14005-14033 LEE JACKSON HWY
0937733 473 Retail RIVER BEND PLAZA 1926-1992 RIVER ROAD
0937757 243 Retail VILLA NORTE 3211 & 3251 Holiday Ct.
0937770 456 Office 7257 LINCOLN AVENUE BUILDING 7257 LINCOLN AVENUE
0937812 348 Multifamily 645 REDONDO AVENUE 645 REDONDO AVENUE
0937836 21 Multifamily OLD CENTREVILLE GABLE 13801-13849 BRADDOCK SPRING RD
0937848 49 Retail MUIR STATION SHOPPING CENTER S W C MUIR STATION RD & CENTER
0937851 177 Office SUNNYSIDE PLAZA 10001-10117 S E SUNNYSIDE
0937861 204 Multifamily CHANDLER APARTMENTS 12512 CHANDLER BLVD.
0937885 193 Warehouse CARTWRIGHT HOLDING COMPANY 6840 NAVONE ROAD
0937903 37 Office MOUNTAIN VIEW OFFICE PARK 820,830 BEAR TAVERN ROAD
0937915 396 Retail LARCHMONT BOULEVARD BUILDING 242-252 N. LARCHMONT BLVD.
0937927 495 Office PIKE PLACE OFFICE BUILDING IV 318 WEST PIKE STREET
0937939 166 Retail PROVIDENCE SQUARE CENTER 1903-1949 W. BRANDON BOULEVARD
0937952 123 Warehouse CENTRAL AVENUE ASSOCIATES 558 CENTRAL AVENUE
0937964 287 Retail WANTAGE PLAZA . 1-1450 STATE RT. 23
0937976 491 Warehouse LIVE OAK BUSINESS CENTER 5957-5975 CATTLEMAN LANE
0937992 462 Office LA CUMBRE MEDICAL DENTAL GROUP 200 NORTH LA CUMBRE ROAD
0938002 354 Office GASKIN EYE CLINIC 100 QUEENS ROAD
0938026 323 Retail WOODLAWN SPECIALTY CENTER 1197 & 1199 JOHNSON FERRY ROAD
0938038 131 Multifamily AUTUMN RIDGE APARTMENTS 100 AUTUMN RIDGE TRAIL
0938087 415 Retail FRAZER SHOPPING CENTER 477 LANCASTER AVENUE
0938099 453 Office Pollard Medical Center 825 Pollard Road
0938105 285 Retail CREEKSIDE COMMONS 1101-1165 WEILAND ROAD
0938117 210 Multifamily PLANTATION RIDGE APARTMENTS 1805 ROSWELL ROAD
0938129 336 Retail PALMS PLAZA 1155 S DALE MABRY HIGHWAY
0938130 74 Warehouse ANGELO BROS. HEADQUARTERS BLDG 12401 MCNULTY
0938154 278 Multifamily PINE VIEW GARDENS 215 L 235 EAST MAIN STREET
0938178 504 Office 1827 JEFFERSON PLACE 1827 JEFFERSON PLACE
0938191 317 Office ATTORNEY GENERAL BUILDING 4407 WOODVIEW DRIVE N E
0938219 250 Warehouse THE CONCORD BUILDING 701 ASHLAND AVENUE
0938221 182 Industrial C H WESTSIDE ASSOCIATES Various
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NAPERVILLE IL 60540 8.875 24,025 01-MAY-1998 2,794,260
San Francisco CA 94133 9.750 47,254 10-MAY-1998 5,150,847
ONTERIO CA 91761 9.500 11,772 10-APR-2003 1,305,877
LOVERLY MD 20904 8.500 14,698 01-JUN-1998 1,761,895
VAN NUYS CA 91388 9.250 21,429 01-MAY-1998 2,422,096
MAHWAH TOWNSHIP NJ 07430 10.250 21,955 15-MAY-2008 2,307,166
CHICAGO IL 60618 8.875 11,725 01-MAY-1998 1,363,562
CHICAGO IL 60618 8.875 10,108 01-MAY-1998 1,175,483
CHICAGO IL 60638 8.875 17,789 01-MAY-1998 2,068,904
NATIONAL CITY CA 92050 9.500 14,231 10-APR-1997 1,578,665
ROHNERT PARK CA 94928 8.000 21,556 15-JUN-2000 2,688,395
AGOURA HILLS CA 91301 8.500 17,273 01-NOV-2001 2,242,298
CHANTILLY VA 22021 5.000 15,552 01-MAY-1998 3,732,573
DES PLAINS IL 60018 7.875 7,347 31-MAY-2000 925,449
LA JOLLA CA 92038 8.625 20,479 01-AUG-1998 2,440,071
LINCOLNWOOD IL 60646 9.375 9,150 10-MAY-1998 1,025,515
LONG BEACH CA 90814 10.125 15,963 01-JUN-2008 1,692,809
CENTREVILLE VA 22050 8.500 115,338 15-AUG-2000 14,856,709
MARTINEZ CA 94553 8.875 71,817 10-JUN-2003 8,372,514
CLACKAMAS OR 97315 8.750 28,800 01-JUN-1998 3,386,064
NORTH HOLLYWOOD CA 91607 9.875 26,051 15-JUN-2008 2,816,397
STOCKTON CA 95205 9.625 31,745 01-JUN-2002 3,003,068
EWING TOWNSHIP NJ 08648 8.500 78,512 01-AUG-1998 9,435,723
LOS ANGELES CA 90004 9.250 12,880 01-JUL-2008 1,332,559
LAWRENCEVILLE GA 30243 9.750 7,595 15-DEC-1996 812,107
BRANDON FL 33511 8.250 29,710 15-JUN-2003 3,603,685
NEW PROVIDENCE NJ 07974 10.250 46,320 01-JUL-2008 4,505,966
WANTAGE TOWNSHIP NJ 07461 10.000 24,126 10-AUG-2008 2,063,330
SARASOTA FL 34239 8.375 6,826 15-JUL-2003 827,554
SANTA BARBARA CA 93110 8.500 9,099 15-AUG-2003 994,848
CHARLOTTE NC 28204 8.500 13,586 01-JUL-2008 1,630,656
ATLANTA GA 30328 9.000 19,690 01-JUN-2003 1,831,090
ATLANTA GA 30357 7.500 32,373 15-JUL-1998 4,216,401
FRAZER E . WHITELA PA 19355 8.500 10,118 01-JOV-1998 1,220,372
Los Gatos CA 95030 8.875 8,824 01-NOV-2003 1,033,457
BUFFALO GROVE IL 60090 8.375 17,093 30-JUN-1998 2,071,922
MARIETTA GA 30062 8.875 24,718 15-JUL-1996 2,750,540
TAMPA FL 33629 8.750 14,664 15-AUG-1998 1,730,196
PHILADELPHIA PA 19154 8.000 61,601 01-SEP-1998 6,027,463
SOMERVILLE NJ 08876 10.625 25,674 18-SEP-2008 2,140,142
WASHINGTON DC 20036 9.250 6,900 01-SEP-1998 717,895
LACEY WA 98503 8.875 15,982 01-SEP-1998 1,867,528
FOLCROFT BOROUGH PA 19032 8.600 21,814 01-NOV-1998 2,378,664
Various Vr Vrs 8.625 27,433 01-OCT-1998 3,272,515
</TABLE>
6 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0938257 380 Office FLOURNEY CORPORATION HEADQTRS 900 BROOKSTONE CENTER PARKWAY
0938270 13 Office SECOND STREET OFFICE BUILDING 1800 SECOND STREET
0938282 292 Industrial TURPANJIAN PROPERTIES 17321 S. VALLEY VIEW AVE.
0938294 542 Warehouse WHITESELL CONSTRUCTION COMPANY 1816 UNDERWOOD BLVD
0938300 304 Retail PINELAND PLAZA 617 STOKES ROAD
0938361 301 Warehouse THORNDALE BUSINESS CENTER 1230-1300 MARK STREET
0938373 234 Mobile Home VALENCIA LEA MOBILE HOME PARK 3850 E. ATLANTIC AVE.
0938397 370 Retail LA MESA CENTER 8372 Center Dr.
0938403 227 Multifamily TERRACE ROYALE APARTMENTS 9627 N E 195TH CIRCLE
0938427 6 Office ONE AND TWO LITTLE FALLS CTR. 2711 & 2752 CENTERVILLE ROAD
0938476 99 Retail EMPORIUM PLAZA 3501 CAPITAL BOULEVARD
0938488 413 Industrial 1415 GARDENA PARTNERSHIP 1415 GARDENA AVE.
0938518 312 Office WEST MAIN PLAZA 55 S. RAYMOND AVE.
0938520 96 Multifamily 3120 MISSION STREET 3120 MISSION ST./3425-35 ARMY
0938531 252 Warehouse SUNRISE DISTRIBUTION CENTER 11261-11291 SUNRISE PARK DRIVE
0938543 303 Retail GARRITY SQUARE 1855 DEERFIELD ROAD
0938555 127 Multifamily FOX RUN APARTMENTS S W C ROUTE 72 & ROUTE 40
0938579 472 Industrial 152 VETERANS DRIVE 152 VETERANS DRIVE
0938592 416 Retail INTERNATIONAL CORNER PLAZA 2905 INTERNATIONAL DRIVE
0938609 15 Multifamily MT. PLEASANT VILLAS E. MAIN & FINDERNE AVE.
0938658 130 Retail ARNOLD STATION SHOPPING CENTER 1450-1460 RITCHIE HIGHWAY
0938695 331 Industrial KIRKLAND BUSINESS CENTER 11800 N E, 112TH & 116TH STS
0938713 224 Office FAIRMOUNT COMMON 466 SOUTHERN BLVD.
0938737 532 Industrial TAFT - VINELAND BUSINESS CTRE 943 & 955 TAFT - VINELAND ROAD
0938749 106 Office MURRAY HILL INN & OFFICE PARK Various
0938750 294 Retail BRICE SQUARE U S 280 AND MCNATT STREET
0938774 12 Retail CENTER OF BONITA SPRINGS 3300 BONITA BEACH ROAD
0938831 397 Retail CLINTON SQUARE 6415 OLD ALEXANDRIA FERRY RD
0938865 157 Retail HOLLAND - GROVES PLAZA 5225-75 Cochran St.
0938919 132 Multifamily SOUTHGATE APARTMENTS 10A-20G FAIRVIEW AVENUE
0938944 554 Industrial 3415 EMPIRE BOULEVARD 3415 EMPIRE BOULEVARD
0938956 300 Retail 9400 WHITTIER BLVD. 9400 WHITTIER BLVD.
0938972 137 Office MOUNTAIN VIEW OFFICE PARK 850 BEAR TAVERN ROAD
0938981 46 Retail CENTRE AT UNIVERSITY PARKWAY 8324 LOCKWOOD RIDGE ROAD
0939006 368 Retail 15 SOUTH PLAZA 694 ROUTE 15 SOUTH
0939018 191 Office HAWTHORN BUSINESS PARK 935 LAKEVIEW PARKWAY
0939029 350 Retail HERITAGE WALK 861 HOLCOMB BRIDGE ROAD
0939031 235 Retail PRINCETON N. SHOPPING CENTER 1225 STATE ROAD, ROUTE 206
0939043 14 Retail OAK TREE CENTER 1655 OAKTREE RD.
0939092 279 Multifamily A M S PROPERTIES 245 SPALDING DR.
0939109 463 Warehouse MILLTOWN COURT ASSOCIATES 2 MILLTOWN COURT
0939110 226 Office COMMERCE PLACE BUSINESS PARK 5400 PATTON DRIVE
0939122 152 Retail SOUTH MACON PLAZA 1410-26 & 1502-60 ROCKY CREEK
0939134 181 Retail ALPINE CREEK SHOPPING CENTER 1347 TAVERN ROAD
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COLUMBUS GA 31904 10.625 14,093 01-APR-2009 1,454,304
SARASOTA FL 34236 10.375 172,028 15-SEP-2018 17,983,392
CERRITOS CA 90701 7.500 17,160 01-OCT-2003 2,017,220
DELRAN TOWNSHIP NJ 08075 10.500 5,430 01-OCT-2013 522,477
MEDFORD TOWNSHIP NJ 08055 9.000 16,713 10-MAR-1999 1,949,197
BENSENVILLE IL 60106 8.625 16,488 05-DEC-1998 1,973,833
HIGHLAND CA 92346 10.500 29,952 10-NOV-2008 2,528,105
La Mesa CA 92042 8.500 12,432 01-DEC-1998 1,501,316
BOTHELL WA 98011 8.500 23,739 01-NOV-1998 2,606,121
NEW CASTLE DE 19720 8.250 156,426 01-AUG-2002 22,752,831
RALEIGH NC 27604 8.875 43,100 10-NOV-1998 5,053,635
GLENDALE CA 91204 8.750 10,339 10-NOV-1998 1,224,092
ALHAMBRA CA 91801 10.375 18,109 01-DEC-2008 1,896,327
SAN FRANCISCO CA 94104 10.625 60,408 15-DEC-2008 5,082,445
RANCHO CORDOVA CA 94570 8.250 19,036 10-NOV-2003 2,345,164
HIGHLAND PARK IL 60035 9.125 17,174 01-NOV-2003 1,972,839
BEAR DE 19701 7.750 34,340 15-DEC-1998 4,411,751
NORTHVALE BORO NJ 07647 8.875 8,167 01-NOV-1998 927,935
ORLANDO FL 32815 8.750 9,608 05-AUG-2002 1,216,986
BRIDGEWATER NJ 08807 8.000 134,386 18-DEC-2003 16,915,266
ARNOLD MD 21012 8.500 35,423 01-JAN-1999 4,219,432
KIRKLAND WA 98034 8.125 14,349 01-JAN-1999 1,787,876
CHATHAM TWP. NJ 07928 8.000 20,853 15-FEB-1999 2,631,434
ORLANDO FL 32824 8.625 6,264 15-DEC-1998 582,180
Various Vr Vrs 8.900 47,618 01-FEB-2004 4,866,439
VIDALIA GA 30474 10.500 23,712 15-JAN-2008 2,013,655
BONITA SPRINGS FL 33923 8.750 143,180 15-DEC-2003 18,091,780
CLINTON MD 20815 6.500 7,110 25-MAY-1999 1,312,529
SIMI VALLEY CA 93063 8.000 30,237 01-JAN-2004 3,805,974
PERKASIE BOROUGH PA 18944 7.625 32,387 20-FEB-1999 4,215,119
ATLANTA GA 30354 7.750 3,466 01-FEB-2009 340,003
PICO RIVERA CA 90660 8.500 17,920 01-FEB-1999 1,979,092
EWING TOWNSHIP NJ 08648 9.875 37,793 01-FEB-2001 4,114,180
SARASOTA FL 34206 7.900 63,233 01-FEB-2009 8,545,641
JEFFERSON TWP. NJ 07438 8.250 12,163 15-FEB-1999 1,503,854
VERNON HILLS IL 60061 7.750 23,626 08-MAR-2009 3,047,119
ROSWELL GA 30075 8.000 13,033 15-FEB-1999 1,644,586
MONTGOMERY TWP NJ 08558 7.900 21,865 15-MAR-2009 2,526,774
EDISON NJ 08820 8.700 150,234 20-MAR-1999 17,940,368
BEVERLY HILLS CA 90212 10.375 24,750 10-APR-2009 2,134,327
UNION TOWNSHIP NJ 07083 8.000 8,664 01-MAR-1999 992,213
LISLE IL 60532 10.250 24,643 01-MAR-2003 2,611,495
MACON GA 31298 10.250 44,660 20-MAR-2009 3,864,606
ALPINE CA 91901 10.375 33,670 10-MAR-2009 3,298,073
</TABLE>
7 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0939146 346 Warehouse 1975 SWARTHMORE AVENUE 1975 SWARTHMORE AVENUE
0939171 53 Office MEADOWBROOK MEDICAL BUILDING 6490 EXCELSIOR BUILDING
0939183 8 Multifamily NORTH BRUNSWICK MANOR 615 BISHOP BOULEVARD
0939195 176 Retail LYON VILLAGE 2580 FAIR OAKS BOULEVARD
0939213 352 Retail CLOCKTOWER SQUARE S W C PLAINFIELD RD & 75TH STR
0939225 377 Warehouse VOORHEES CORPORATE PARK 701 COOPER ROAD
0939298 311 Retail NEAR NORTH PLAZA 933-1003 WEST DIVERSEY PARKWAY
0939316 45 Multifamily GEORGETOWN COURT 3251 PROSPECT STREET, N W
0939328 44 Retail ATCO PLAZA Various
0939353 89 Industrial 1382 BELL AVENUE 1382 BELL AVENUE
0939365 237 Office THE GEO GROUP 6960 FLANDERS DRIVE
0939389 357 Warehouse 4800 BUILDING 4800 BENSON AVENUE
0939390 440 Warehouse COLLEGE WEST BUSINESS PARK Various
0939407 11 Office 640 NORTH LA SALLLE STREET 640 NORTH LA SALLLE STREET
0939420 289 Office CORINTH GARDENS 2211 CORINTH AVENUE
0939432 79 Industrial 400-438 LITTLEFIELD AVENUE 400-438 LITTLEFIELD AVENUE
0939493 513 Office WHITEMARSH BUSINESS CTR III 5219 & 5221 MILITIA HILL ROAD
0939523 308 Warehouse 9279 CABOT DRIVE 9279 CABOT DRIVE
0939547 510 Warehouse 320 CERRITOS AVENUE 320 CERRITOS AVENUE
0939560 109 Warehouse LONGS DRUGS DISTRIBUTION CTR. 900-960 DUPONT AVE.
0939572 108 Retail PALM COURT S W C CALIFORNIA BLVD.
0939584 236 Office CENTURY ENGINEERING BUILDING 32 WEST ROAD
0939596 449 Industrial 2042 CORTE DEL NOGAL 2042 CORTE DEL NOGAL
0939602 373 Warehouse AMERICAN INTERNATIONAL 1040 AVENIDA ACASO
0939614 387 Retail THE MARKET 430 MARKET STREET
0939641 438 Retail HOUGHTON PLAZA 935-967 - 180TH AVENUE N E
0939651 520 Retail HANDY ANDY HOME IMPROVEMENT ROUTE 30 AND THEODORE STREET
0939675 309 Warehouse ENNISMORE OF ALBUQUERQUE 2121 EAST MAGNOLIA STREET
0939687 394 Office 970 DEWING AVENUE 970 DEWING AVENUE
0939699 474 Warehouse PACIFIC WESTERN HOLDING CO. 2515-2525 PIONEER AVENUE
0939729 427 Office 1321 N. HARBOR BLVD. 1321 N. Harbor Blvd.
0939730 466 Warehouse 8745/8747 MAGNOLIA AVENUE 8745/8747 MAGNOLIA AVENUE
0939742 409 Multifamily BAYFRONT VILLAS APARTMENTS 3201 58TH STREET SOUTH
0939754 48 Industrial WILLOW PARK 1350,1360 WILLOW ROAD
0939766 18 Office STEVENS BUILDING 17-25 NORTH STATE STREET
0939782 326 Retail COPELAND'S SPORTS CENTER 11955 S W CANYON ROAD
0939808 342 Industrial SMURFIT FLEXIBLE PACKAGING 1228 EAST TOWER ROAD
0939811 328 Office SHEPARD PARK OFFICE CENTER 2177 YOUNGMAN AVE.
0939821 103 Retail PENROSE PLAZA SHOPPING CENTER 3000 ISLAND AVENUE
0939833 375 Multifamily TIMBERLAWN APARTMENTS 15850 NORTHEAST 40TH STREET
0939845 257 Office LAKE FALLS PROFESSIONAL BLDG. 6115 FALLS ROAD
0939857 105 Office 53 CARDINAL DRIVE 53 CARDINAL DRIVE
0939870 444 Industrial SUN TECHNOLOGY PARK 805-809 Aldo Avenue
0939882 39 Retail CALHOUN VILLAGE SHOPPING CTR 3220 W LAKE STREET
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LAKEWOOD NJ 08701 10.250 19,633 01-APR-2009 1,698,933
ST. LOUIS PARK MN 55426 10.500 80,256 01-MAY-2014 7,810,950
NORTH BRUNSWICK NJ 08902 7.640 202,720 15-APR-2009 20,233,222
SACRAMENTO CA 95825 10.375 32,595 01-APR-2009 3,425,605
NAPERVILLE IL 60565 10.500 15,771 15-APR-2009 1,643,625
VOORHEES TOWNSHIP NJ 08043 8.000 11,572 01-APR-1999 1,462,078
CHICAGO IL 60657 7.875 14,938 01-APR-1999 1,906,843
WASHINGTON DC 20007 8.625 71,667 16-MAY-1999 8,628,658
Various Vr Vrs 8.500 79,432 01-JUN-1999 8,840,494
TUSTIN CA 92680 8.750 41,302 10-AUG-2002 5,243,936
SAN DIEGO CA 92126 7.125 18,377 01-APR-1999 2,498,037
BALTIMORE MD 21227 8.500 14,317 01-MAY-1999 1,590,304
Various Vr Vrs 7.750 8,578 01-MAY-1999 1,107,736
CHICAGO IL 60610 8.500 155,529 05-JUN-1999 18,935,601
LOS ANGELES CA 90064 8.500 16,577 31-DEC-2002 2,056,683
SO. SAN FRANCISCO CA 94080 8.500 48,420 15-MAY-2006 5,804,741
PLYMOUTH MEETING PA 19462 8.875 5,638 10-JUN-1999 666,087
SAN DIEGO CA 92126 10.375 20,599 01-JUN-1999 1,926,003
GLENDALE CA 91204 7.875 5,326 01-JUN-1999 681,532
ONTARIO CA 91761 10.375 45,370 01-JUN-1999 4,776,431
WALNUT CREEK CA 94596 9.000 40,894 01-JUN-2004 4,779,466
TOWSON MD 21204 9.250 24,079 01-JUL-1999 2,505,657
CARLSBAD CA 92008 10.500 10,063 01-JUN-1999 1,048,743
CAMARILLO CA 93010 10.375 14,125 15-MAY-1999 1,486,916
ELMWOOD PARK NJ 07407 10.500 14,163 16-MAR-2000 1,377,669
KIRKLAND WA 98033 10.750 10,829 10-AUG-1999 1,111,804
CREST HILL IL 60435 8.125 6,532 01-JUN-1999 636,946
PHOENIX AZ 85034 10.375 18,109 01-NOV-1999 1,914,233
LAFAYETTE CA 94549 8.750 11,334 01-JUL-2004 1,352,459
VISTA CA 92083 9.000 7,811 01-JUL-1999 913,821
Fullerton CA 92635 9.875 11,597 01-JAN-2000 1,178,769
SANTEE CA 92071 9.250 9,104 01-JUL-1999 964,636
GULFPORT FL 33707 9.000 11,626 15-JUN-1999 1,234,497
MENLO PARK CA 94025 8.500 72,201 05-AUG-2000 8,410,060
CHICAGO IL 60601 7.875 103,230 15-AUG-1999 15,730,274
BEAVERTON OR 97005 9.250 15,754 01-SEP-1999 1,811,081
SCHAUMBURG IL 60195 11.000 20,046 15-DEC-2009 1,710,226
ST. PAUL MN 55116 8.500 14,793 05-JUL-1999 1,802,976
PHILADELPHIA PA 19153 8.750 41,164 01-AUG-1999 4,917,609
REDMOND WA 98052 8.750 13,427 01-AUG-1999 1,474,358
BALTIMORE MD 21209 9.000 19,673 10-JUN-2000 2,324,812
WESTFIELD NJ 07090 10.250 45,702 05-AUG-2004 4,868,313
Santa Clara CA 95054 8.500 8,858 01-SEP-2004 1,080,808
MINNEAPOLIS MN 55408 9.250 79,330 05-AUG-1999 9,119,968
</TABLE>
8 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0939894 100 Office WOOD STREET OFFICE BUILDING 2033 & 2055 WOOD STREET
0939924 68 Retail MARINER SQUARE SHOPPING CENTER 13050 CORTEZ BLVD.
0939952 4 Office CHEVY CHASE PLAZA 5301 WISCONSIN AVENUE N U
0939961 425 Office SHELL RIDGE PROFESSIONAL PARK 108 LA CASA VIA
0940008 148 Office BERKELEY CENTER BUILDING 2000 CENTER STREET
0940016 113 Retail NAHATAN PLACE 111 LENOX STREET
0940045 196 Retail FAIRWOOD SQUARE S E PETROVITSKY / 140TH AVE N
0940057 104 Multifamily FOX RUN APARTMENTS I I 1200 FOX RUN CIRCLE
0940069 319 Industrial ALPHA ANALYTICAL BUILDING 8 WALK-UP DRIVE
0940094 155 Multifamily TUIN OAKS VILLAGE APARTMENTS 149 OAKLAND STREET
0940100 22 Multifamily GREENVILLE PLACE APARTMENTS KENNETT PIKE & BARLEY MILL RD
0940136 433 Multifamily POSSUM PARK APARTMENTS 630 KIRKWOOD HIGHWAY
0940148 233 Office 5665 FLATIRON PARKWAY, LTD. 5665 FLATIRON PARKWAY
0940157 486 Retail NUNES PLACE 2687 - 2723 CASTRO VALLEY BLVD
0940185 117 Retail ADOBE SHOPPING CENTER 2960 - 3096 CASTRO VALLEY BLVD
0940197 421 Retail MIAMI CIRCLE SHOWROOM 727-737 MIAMI CIRCLE
0940203 150 Warehouse AMBASSADOR I BUILDING TINICUM ISLAND ROAD & 4TH AVE
0940239 5 Multifamily BRIDGEWATER APARTMENTS 4375 SATELLITE BLVD
0940240 263 Retail HILLTOP PLAZA 813 ROOSEVELT BOULEVARD
0940252 273 Office WILDWOOD MEDICAL CENTER 10401 OLD GEORGETOWN ROAD
0940276 59 Retail SUNSET RIDGE 6400 N NEW BRAUNFELS DRIVE
0940306 324 Multifamily PARKSIDE COURT APARTMENTS 1470-1480 PARKSIDE AVE.
0940318 209 Multifamily ROBBINS LANDING 4300 ROBBINS LANDING LANE
0940331 199 Retail BARRY PLAZA 3019-3059 NORTH PULASKI ROAD
0940355 24 Office WOLCOTT BUSINESS CENTER 5000,5010,5016 CALABASAS PKWAY
0940367 33 Office YOUNG QUINLAN BUILDING 81 SOUTH 9th ST.
0940380 78 Retail SHOPS AT COMMERCE PLACE 2201-2241 ROUTE 1 SOUTH
0940392 261 Industrial J M F INVESTMENT & LOAN CO 12323 SHERMAN WAY
0940409 343 Retail EAST ON ARAPAHOE 5340-5380 ARAPAHOE ROAD
0940410 192 Retail GARFIELD CENTER PARTNERSHIP 320-330 Garfield Ave.
0940422 112 Office MAIN STREET CENTER Various
0940434 410 Retail BERWYN PLAZA 6901 WEST OGDEN AVENUE
0940471 114 Retail FAIRYLAND 1 SHOPPING CENTER Various
0940483 175 Retail CANYON TOWN CENTER 11909 CANYON ROAD
0940501 43 Office PAPAGO MEDICAL PARK 1331 N. 7TH STREET
0940525 90 Office CAROL STREAM TECH CENTER 191 SOUTH GARY AVENUE
0940537 219 Industrial JAYCRAFT BUILDING 2780 VIA ORANGE WAY
0940598 62 Multifamily CHARLES AVE CTR / CEZANNE APTS 440 - 470 E. EL CAMINO REAL
0940604 426 Retail OAKES VILLAGE RETAIL CENTER 4704 S. OAKES STREET
0940616 228 Retail SOUTH BEACH PLACE 670 S GULFVIEW BOULEVARD
0940638 70 Retail HOME DEPOT PLAZA 1725-1977 34TH STREET NORTH
0940641 400 Retail NORTH BEACH VILLAGE SHPG CTR 1505 3RD STREET NORTH
0940653 272 Retail FRIENDSHIP MALL 2210 ROUTE 9
0940665 190 Retail LINCOLN HEIGHTS PLAZA EAST 2502 - 30 29TH AVENUE
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SARASOTA FL 34230 10.000 46,512 15-AUG-2019 5,048,224
SPRINGHILL FL 33579 9.750 56,705 01-SEP-2019 6,272,214
WASHINGTON DC 20201 8.350 203,227 01-SEP-2001 26,498,948
WALNUT CREEK CA 94598 10.250 11,202 01-SEP-1996 1,193,160
BERKEKEY CA 94704 10.125 38,987 15-SEP-2004 3,917,003
NORWOOD MA 02062 8.375 38,469 20-SEP-1999 4,731,047
RENTON WA 98058 9.750 26,634 01-OCT-2004 2,948,733
BEAR DE 19720 8.375 39,921 15-DEC-1998 4,875,198
WESTBOROUGH MA 01581 7.125 12,666 01-OCT-1999 1,854,817
MANSFIELD MA 02048 9.750 37,385 01-OCT-1999 3,850,111
GREENVILLE DE 19807 9.375 151,534 10-NOV-2009 14,066,764
NEWARK DE 19711 9.500 10,922 10-NOV-1999 1,147,298
BOULDER CO 80301 8.875 21,558 15-OCT-2009 2,557,918
CASTRO VALLEY CA 94546 9.875 9,568 15-NOV-2009 861,870
CASTRO VALLEY CA 94546 9.400 40,429 01-NOV-2009 4,602,517
ATLANTA GA 30324 9.625 13,165 15-OCT-2009 1,201,946
TINICUM TOWNSHIP PA 19153 9.250 33,730 10-DEC-1999 3,892,708
DULUTH GA 30136 7.670 178,434 15-NOV-2004 24,837,212
MONROE NC 28110 9.250 19,479 01-NOV-1999 2,268,567
BETHESDA MD 20814 9.250 20,211 01-MAR-2000 2,170,084
SAN ANTONIO TX 78201 9.000 64,432 01-NOV-2009 7,569,518
EWING TOWNSHIP NJ 08638 9.250 17,128 10-NOV-1999 1,830,126
ROBBINSDALE MN 55425 9.500 24,385 10-OCT-2014 2,754,653
CHICAGO IL 60641 9.250 25,298 01-NOV-1999 2,913,868
CALABASAS CA 91302 9.125 107,270 15-OCT-2004 12,153,338
MINNEAPOLIS MN 55402 8.500 80,523 31-DEC-2005 9,980,553
N. BRUNSWICK NJ 08902 9.125 50,224 15-NOV-1999 5,848,034
NORTH HOLLYWOOD CA 91605 8.250 20,090 01-DEC-2004 2,300,980
BOULDER CO 80306 9.375 14,947 01-DEC-2009 1,708,196
Al hambra CA 91801 8.500 24,201 31-DEC-2002 3,002,533
Various Vr Vrs 9.125 40,682 12-NOV-1999 4,736,943
BERWYN IL 60402 9.250 10,695 01-JAN-2000 1,234,259
Various Vr Vrs 9.750 51,600 25-DEC-2009 4,706,555
BEAVERTON OR 97005 9.750 30,930 01-NOV-1999 3,427,398
PHOENIX AZ 85016 9.375 77,781 01-NOV-1999 8,872,349
CAROL STREAM IL 60188 9.625 46,750 01-DEC-1999 5,235,130
SPRING VALLEY CA 92078 9.625 23,800 01-JAN-2010 2,667,564
SUNNYVALE CA 94086 9.375 63,221 01-JAN-2005 7,046,957
TACOMA WA 98409 9.625 10,625 10-FEB-2000 1,192,995
CLEARWATER FL 34630 9.625 28,210 15-JAN-2010 2,597,972
ST. PETERSBURG FL 33714 8.250 57,602 10-FEB-2005 6,114,657
JACKSONVILLE BEACH FL 32250 9.875 14,352 20-DEC-2009 1,300,141
HOWELL TWP. NJ 07731 9.625 19,550 01-JAN-2000 2,191,213
SPOKANE WA 99200 9.750 27,493 01-JAN-2000 3,052,022
</TABLE>
9 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0940689 283 Office TOWNSQUARE PROFESSIONAL BLDG 600 MT. PLEASANT AVE.
0940732 76 Retail SUNNYSIDE PLAZA 205 9895 SE SUNNYSIDE ROAD
0940744 10 Office 5 NESHAMINY INTERPLEX Various
0940781 80 Industrial A G F A / COMPUGRAPHICS 80 INDUSTRIAL WAY
0940793 162 Office MONROE MEDICAL CENTER 14755 179TH AVENUE S E
0940808 195 Multifamily THE CLOISTERS APARTMENTS 125-161 SO. MAPLE AVENUE
0940823 371 Warehouse CROW - SOUTHPORT BUSINESS PARK 5921-5937 LOOP 610 SOUTH
0940859 163 Industrial 2225 SOUTH 43RD AVENUE 2225 SOUTH 43RD AVENUE
0940860 111 Multifamily ENCINO PALMS APARTMENTS 17600 BURBANK BOULEVARD
0940872 61 Warehouse 1717 WEST AIRFIELD DRIVE 1717 WEST AIRFIELD DRIVE
0940914 51 Multifamily BRIARBROOK VILLAGE 1001-1295 BRIARBROOK DRIVE, ET
0940926 363 Industrial CENTRAL SPUR PROPERTIES 2700 RYDIN ROAD
0940938 35 Retail WAIPAHU SHOPPING PLAZA 94-300 FARRINGTON HIGHWAY
0940949 351 Warehouse BLOOMINGTON BUSINESS PARK 900 AND 1000 WEST 80TH STREET
0940999 102 Warehouse A. W. MENDENHALL 2301 LUNT AVENUE
0941013 50 Office HOLGATE CENTER 1737 L 1751 AIRPORT WAY SOUTH
0941025 34 Multifamily KINGS VILLAGE APARTMENTS 1-360 KINGS ARROW ROAD
0941049 194 Warehouse AMERICAN INDUSTRIAL CENTER 150,155,205,250 & 285 NATIONAL
0941116 28 Retail AHWATUKEE PALMS RETAIL CENTER S E C SOUTH WARNER RD/ 48TH ST
0941128 208 Office ALLSTATE INSURANCE BUILDING 215 BIRCHWOOD AVENUE
0941141 153 Warehouse MARFRED INDUSTRIES 12450 FOOTHILL BLVD.
0941153 69 Office THE AMES BUILDING ONE COURT STREET
0941165 458 Warehouse 5936-5940 PEACHTREE ROAD 5936-5940 PEACHTREE ROAD
0941219 60 Office AQUATIC PARK CENTER - PHASE I Various
0941220 295 Industrial 111 URANIUM ROAD 111 URANIUM ROAD
0941244 172 Warehouse 115 MAIN ROAD 115 MAIN ROAD
0941278 42 Multifamily RIVER EDGE APARTMENTS 1603 COUNTY LANE
0941281 169 Multifamily THE AVALON APARTMENTS 300 MURCHISON DRIVE
0941307 31 Multifamily NETCONG HEIGHTS P.O. BOX 476 / BASENESE DRIVE
0941335 3 Warehouse KMART DISTRIBUTION CENTER 736 S W 52ND AVENUE
0941347 262 Retail WALNUT GARDENS SHOPPING CENTER 3003-3193 WALNUT STREET
0941414 58 Office GATEWAY EAST & WEST 6188 & 6192 OXON HILL ROAD
0941463 135 Multifamily COOPERS POND APTS PHASE I 6225 N DALE MABRY HIGHWAY
0941487 547 Retail BONITA CENTRE EAST 4500-4538 BONITA ROAD
0941499 505 Warehouse TURF CARE PRODUCTS BUILDING 7730 THE BLUFFS NORTHWEST
0941505 206 Warehouse M D G REALTY TRUST 35 INDUSTRIAL PARKWAY
0941517 63 Multifamily KELSEY RIDGE APARTMENTS 1680 134TH AVENUE, S E
0941529 372 Warehouse JOHN CRANE WAREHOUSE FACILITY 17080 MILL FOREST ROAD
0941530 492 Bank BANK OF AMERICA BUILDING 7700 EL CAMINO REAL
0941542 358 Industrial STREET ROAD INDUSTRIAL PARK 340 & 355 PATRICIA/744 NINA
0941566 247 Warehouse HANMAR ASSOCIATES 2910,2920,2930 TURNPIKE DRIVE
0941578 256 Industrial HANMAR ASSOCIATES 300,375 CONSTANCE DRIVE
0941589 129 Industrial HUNTINGTON VALLEY IND. CENTER 3971 MANN RD./1448 COUNTY LINE
0941591 189 Warehouse 75 EAST UNION AVENUE ASSOCIATE 75 EAST UNION AVE.
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DOVER NJ 07801 9.625 18,700 01-FEB-2010 2,097,812
CLACKAMAS OR 97015 9.375 52,401 15-JAN-2000 5,994,006
Various Vr Vrs 7.750 138,465 01-JAN-2000 18,974,628
WILMINGTON MA 01887 9.500 54,977 01-JAN-2000 5,784,978
MONROE WA 98272 9.500 32,373 15-FEB-2000 3,670,480
RIDGEWOOD NJ 07450 9.750 28,517 20-FEB-2000 2,959,508
HOUSTON TX 77033 8.500 12,051 31-DEC-2002 1,495,097
PHOENIX AZ 85009 9.500 32,189 01-JAN-2010 3,642,972
ENCINO CA 91316 9.375 41,588 01-FEB-2000 4,761,545
GRAPEVINE TX 76051 9.750 77,779 01-JAN-2010 7,094,480
WHEATON IL 60187 9.375 77,853 10-MAR-2000 8,301,036
RICHMOND CA 94804 9.500 13,454 01-APR-2005 1,526,737
WAIPAHU HI 96797 9.375 86,402 15-JUN-2005 9,696,017
BLOOMINGTON MN 55420 9.375 14,348 05-MAR-2010 1,644,222
ELK GROVE VILLAGE IL 60007 9.250 42,852 01-MAR-2005 4,954,820
SEATTLE WA 98134 9.310 71,952 01-JUN-2000 8,303,051
MT. OLIVE NJ 07828 9.250 90,777 18-MAR-2000 9,781,282
LONGWOOD FL 32750 10.000 27,205 15-MAY-2020 2,975,192
PHOENIX AZ 85025 9.375 92,724 15-MAY-2000 10,645,283
CRANFORD NJ 07016 9.500 26,211 01-MAR-2000 2,770,988
PACOIMA CA 91331 8.500 31,379 15-APR-2005 3,861,872
BOSTON MA 02108 8.375 43,421 01-JUN-2000 6,221,552
ATLANTA GA 30343 8.875 7,433 10-JUN-2000 1,005,022
Various Vr Vrs 9.875 67,675 15-JUN-2000 7,316,744
SUNNYVALE CA 94086 10.000 21,713 01-OCT-2010 2,000,805
MONTVILLE NJ 07005 9.750 31,145 12-JUL-2000 3,478,013
EWING TOWNSHIP NJ 08648 10.000 86,327 15-JUL-2015 8,873,346
MILLBRAE CA 94030 9.750 47,672 15-JUL-2005 3,534,829
NETCONG NJ 07857 10.000 99,958 15-NOV-2015 10,330,542
OCALA FL 32670 9.830 257,780 05-FEB-2017 27,473,835
BOULDER CO 80301 10.000 20,843 15-MAY-2000 2,279,336
OXON HILL MD 20745 9.250 58,389 16-JUL-2000 7,574,691
TAMPA FL 33614 8.500 29,280 01-JUL-2005 4,133,695
CHULA VISTA CA 92002 9.750 10,559 15-JUN-2000 453,230
ATLANTA GA 30001 10.375 9,879 01-AUG-2005 714,376
WOBURN MA 01801 9.750 24,999 01-AUG-2000 2,791,698
BELLEVUE WA 98006 10.125 64,739 10-JUN-2000 7,018,249
CLEAR LAKE CITY TX 77598 10.125 13,746 01-AUG-2000 1,491,335
CARLSBAD CA 92003 10.250 18,696 10-AUG-2000 817,710
WARMINSTER PA 18974 10.375 15,807 15-SEP-2005 1,588,374
UPPER MORELAND TWNSP PA 19090 10.375 22,636 15-SEP-2005 2,413,173
WARMINSTER TOWNSHIP PA 18974 10.375 23,148 15-SEP-2005 2,326,280
LOUER MORELAND TOWNS PA 19040 10.375 42,088 15-SEP-2005 4,229,545
EAST RUTHERFORD NJ 07073 10.375 30,397 10-SEP-2000 3,054,663
</TABLE>
10 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0941608 38 Office PENNSYLVANIA MEDICAL SOCIETY 777 EAST PARK DRIVE
0941618 2 Office THE CPAS BUILDING 777 NORTH CAPITOL STREET, NE
0941633 140 Warehouse FEDERAL EXPRESS - PACHECO 115 CENTER AVENUE
0941657 432 Multifamily QUINCY MANOR APARTMENTS 3603 55TH AVENUE
0941669 514 Multifamily MONROE GARDENS 3603 55TH AVENUE
0941670 20 Multifamily THE GRANDVIEW 3481 LAKESIDE DRIVE, NE
0941694 531 Warehouse SMSL ASSOCIATES 6 MEADOW ROAD
0941700 56 Office WESTFIELD SOUTHVIEW PLAZA 600 SOUTH AVENUE
0941712 221 Office 777 NORTH CAPITOL STREET, NE 777 NORTH CAPITOL STREET, NE
0941785 66 Retail PERIMETER PLACE SHOP. CENTER HWY 441 & STATE ROAD 353
0941852 282 Warehouse VALLEY BUSINESS CENTER 700 W MISSISSIPPI STREET
0941906 26 Warehouse STADIUM PARK Various
0941918 1 Office FIRST TRUST CENTER 180 EAST FIFTH STREET
0941979 246 Retail MIDDLESEX SHOPPING CENTER 700-728 UNION AVENUE
0942029 23 Office HOUSEHOLD FINANCE BUILDING 941-961 WEIGEL DRIVE
0942091 17 Multifamily DEERWOOD APARTMENTS 2215 EAST LAKESIDE PARK
0942224 32 Multifamily LOS ALAMOS APARTMENTS 24850 HANCOCK AVE.
0942236 71 Multifamily HIGHLAND HOUSE APARTMENTS 43-49 HIGHLAND & 9-11 HIGHLAND
0942248 339 Retail CHULA VISTA CENTER 362-398 F ST.
0942258 160 Garage/Park SIXTH & PENN GARAGE 526 PENN AVENUE
0942261 259 Multifamily FULTON GARDEN ASSOCIATES 4610 FULTON AVE.
0942297 29 Retail OXFORD COMMONS 3500 ROXBORO ROAD
0942303 145 Industrial RANCHO SAN DIEGO BUSINESS PARK 2701-50-09 VIA ORANGE WAY
0942315 202 Multifamily APARTMENTS OF WESTGROVE 4973 FABER DRIVE
0942340 124 Office ONE NEEDHAM PLACE REALTY TRUST 50 CABOT STREET
0942352 52 Office 300 OXFORD DRIVE 300 OXFORD DRIVE
0942364 146 Multifamily MEADOWROCK APARTMENTS 1600 BECKY COURT
0942399 119 Warehouse CENTENNIAL INDUSTRIAL PARK #21-31 COLONIAL DR.
0942406 267 Warehouse 121 N. ENGLAND AVE. 121 N. ENGLAND AVE.
0942431 313 Retail PAYLESS DRUG STORE 949 Kendall Dr.
0942455 144 Multifamily TAREYTON APARTMENTS FLOWERS MILL ROAD
0942467 115 Office 400 OXFORD DRIVE 400 OXFORD DRIVE
0942479 200 Warehouse SUNRISE MEDICAL 4083 EAST AIRPORT DRIVE
0942480 445 Warehouse DOUEL ASSOCIATES 35-37 NATIONAL ROAD
0942522 9 Multifamily GATEWAY APARTMENTS Various
0942534 121 Warehouse TEAGARDEN STREET 2953,3041,3073 TEAGARDEN ST.
0942558 82 Multifamily QUAIL HILL APARTMENTS 20800 LAKE CHABOT ROAD
0942571 72 Multifamily WYNFIELD TRACE APARTMENTS 1700 WYNFIELD TRACE
0942601 264 Office PEARL EAST OFFICE BUILDING 4875 PEARL EAST CIRCLE
0942613 332 Warehouse 2555 MIDPOINT DRIVE 2555 MIDPOINT DRIVE
0942637 211 Warehouse WESTGATE BUSINESS CENTER PH 1 2561-2569 TERRITORIAL ROAD
0942686 240 Retail DEERWOOD STATION PLAZA 8221 SW THSIDE BOULEVARD
0942698 390 Retail PABLO VILLAGE CENTER 1222 S. 3RD STREET
0942739 268 Industrial WEST MARINE 10125 WESTLAKE DRIVE
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HARRISBURG PA 17111 10.250 92,639 01-SEP-2015 9,375,825
WASHINGTON DC 20002 10.070 253,349 15-AUG-2000 28,636,401
PACHECO CA 94553 10.050 37,234 15-MAY-2005 4,090,582
HYATTSVILLE MD 20784 9.930 12,486 01-SEP-2010 1,151,991
HYATTSVILLE MD 20784 9.930 7,203 01-SEP-2010 664,649
ATLANTA GA 30326 8.500 106,250 15-SEP-2000 15,000,000
LYNDHURST NJ 07071 10.375 13,424 06-SEP-2000 593,847
WESTFIELD NJ 07091 9.500 67,447 05-SEP-2010 7,694,045
WASHINGTON DC 20002 8.800 19,433 15-AUG-2000 2,650,000
DOUGLAS GA 31533 10.000 61,792 20-JUL-2016 6,452,260
DENVER CO 80210 9.780 17,115 15-AUG-1997 2,100,000
Various Vr Vrs 9.800 99,226 01-NOV-2010 11,064,866
ST. PAUL MN 55101 9.550 295,577 10-OCT-2010 33,613,520
MIDDLESEX NJ 08846 10.500 26,957 10-OCT-2010 2,421,534
ELMHURST IL 60126 9.750 113,952 05-NOV-2000 12,767,027
CORONA CA 91719 8.500 123,027 15-AUG-2000 15,950,844
MURRIETA CA 92362 8.500 76,891 01-APR-2001 9,975,507
RANDOLPH MA 02368 9.000 51,337 31-AUG-2000 6,089,667
CHULA VISTA CA 92010 10.375 18,810 15-MAR-2011 1,721,517
PITTSBURGH PA 15222 10.125 48,702 15-MAR-2006 3,701,191
SHERMAN OAKS CA 91423 9.625 20,400 10-APR-2001 2,317,304
DURHAM NC 27705 9.125 80,081 10-JUN-1996 10,531,223
SAN DIEGO CA 92078 9.250 33,730 15-APR-2001 3,948,560
RALEIGH NC 27606 9.600 26,420 15-APR-1998 2,826,096
NEEDHAM MA 02192 8.750 36,997 25-MAR-2001 4,478,770
MONROEVILLE PA 15146 8.875 67,092 15-APR-1999 7,952,137
SANTA ROSA CA 95403 9.250 35,969 15-APR-1996 3,943,971
PISCATAWAY TWP. NJ 08854 9.250 38,666 05-MAY-2001 4,530,151
PISCATAWAY TWP. NJ 08854 9.250 19,087 05-APR-2001 2,236,101
San Bernardino CA 92407 10.125 17,294 01-MAY-2021 1,888,776
MIDDLETOWN TOWNSHIP PA 19047 9.375 36,331 20-APR-1996 3,948,569
MONROEVILLE PA 15146 8.875 39,346 15-APR-1999 4,656,908
ONTARIO CA 91761 9.625 25,500 15-APR-1996 2,896,631
EDISON NJ 91068 9.500 10,906 01-JUL-1996 1,057,283
Various Vr Vrs 8.750 168,337 15-APR-2001 19,135,822
SAN LEANDRO CA 94577 9.250 41,107 10-JUN-1996 4,520,005
CASTRO VALLEY CA 94546 9.250 48,538 05-JUN-1996 5,691,462
NORCROSS GA 30092 9.250 51,829 15-APR-1996 6,067,299
BOULDER CO 80301 9.750 19,933 15-JUL-2001 2,246,953
FORT COLLINS CO 80525 9.625 18,337 15-JUL-2001 1,768,664
ST. PAUL MN 55114 9.500 23,671 01-JUL-1996 2,719,974
JACKSONVILLE FL 32256 9.875 25,833 20-AUG-2001 2,461,089
JACKSONVILLE BEACH FL 32250 9.875 14,352 20-AUG-2001 1,367,250
CHARLOTTE NC 28273 9.500 19,340 15-AUG-2001 2,225,839
</TABLE>
11 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0942753 87 Warehouse TRI - CENTER SOUTH I 2516 OLD CORNWALLIS ROAD
0942765 16 Retail THE VILLAGE AT BEDMINSTER EAST HILLS DR. @ RTE. 202/206
0942777 122 Industrial 630-640 DOWD AVENUE 630-640 DOWD AVENUE
0942832 280 Multifamily AVONDALE APARTMENTS 451 RIVERGATE WAY
0942844 55 Retail OXBORO SQUARE SHOPPING CENTER 401 WEST 98th STREET
0942856 73 Multifamily HABITAT APARTMENTS ON THE LAKE 2504 SOUTH CONWAY ROAD
0942868 188 Multifamily LABOR RETREAT Various
0942870 173 Retail CENTER STAGE AT OAK RIDGE I 3750-3850 S. ILLINOIS AVENUE
0942881 67 Multifamily WEYMOUTH COMMONS EAST ASSOC. 28-170 AUDUBON ROAD
0942923 47 Multifamily ST. REGIS APARTMENTS 2201-2301 TREMONT STREET
0942947 344 Industrial BOYD ENTERPRISES 815-849 W. 18th St.
0942959 97 Office VOLVO BUILDING (MONTVALE IV) 25 PHILLIPS PARKWAY
0942960 142 Retail STAR MARKET PLUS 535 TRAPELO ROAD
0942972 41 Multifamily RIVER OAKS APARTMENTS 4400 PLEASANT HILL ROAD
0942996 310 Office WASHINGTON MEDICAL CENTER 2557 MOWRY AVENUE
0943071 337 Retail PILGRIM SHOPPING CENTER ROUTE 23 & CLARIDGE DR.
0943083 19 Office DENVER CORP CTR TOWERS I & II 7800 & 7900 E. UNION AVENUE
0943095 165 Industrial INTERSTATE BUSINESS PARK 251 BENIGNO BOULEVARD
0943101 318 Warehouse SOUTH PLAINFIELD FIDELCO 3 AND 5 CENTURY ROAD
0943113 217 Warehouse BATAVIA GLEN BUSINESS PARK 1030-90 N. BATAVIA ST.
0943149 198 Retail CENTER STAGE AT OAK RIDGE II 3750-3850 S. ILLINOIS AVENUE
0943174 467 Office 17440 DALLAS PARKWAY 17440 DALLAS PARKWAY
0943228 484 Multifamily THE PINERY APART. PHASE II 12803 NORTHBOROUGH DRIVE
0943238 526 Retail ERINDALE PLAZA 3632-3662 LITHIA PINECREST RD
0943265 543 Warehouse SHEN LIANG USA, INC. 2110 MC DANIEL DRIVE
0943290 499 Office 221 BUILDING 221 FIRST AVENUE WEST
0943307 553 Office RIGHT BANK BUILDING 1401 BLAKE STREET
0943319 561 Industrial 7248 S TUCSON WAY 7248 S TUCSON WAY
0943332 523 Retail THEOPHILOS CENTER 2521 RUTLAND DRIVE
0943393 488 Office W Z I BUILDING 4700 Stockdale Hwy.
0943408 93 Industrial READ - RITE 31 SOUTH MILPITAS BLVD
0943411 136 Industrial NET FRAME BUILDING 1545 BARBER LANE
0943423 525 Retail MCGEE 407 JOINT VENTURE 1301 W. HIGHWAY 407
0943435 327 Retail VILLAGE AT VALLEY RANCH 9400 & 9448 MCARTHUR BLVD
0943472 88 Warehouse OAKCLIFF INDUSTRIAL CENTER Various
0943484 548 Retail ASPENGLEN SHOPPING CENTER 4494 STATE HIGHWAY 6 NORTH
0943496 366 Office PACIFICA UNION PLACE 141 UNION BOULEVARD
0943502 549 Office SHERWOOD FOREST OFFICE BLDG. 1303-1315 SHERWOOD FOREST
0943549 64 Industrial MOFFETT BUSINESS PARK 1399 Moffett Park Drive
0943563 529 Office PERRIN OAKS GARDEN OFFICES 10615 PERRIN BEITEL ROAD
0943575 562 Warehouse THE WORK CENTER 5340 RITTIMAN ROAD
0943599 559 Warehouse 3821 AIRPORT DRIVE 1909 E. 38 1/2 STREET
0943617 515 Retail NORTHGATE SHOPPING CENTER 12311 NACOGDOCHES
0943630 334 Industrial EAST COLLINS L P 1089 EAST COLLINS BOULEVARD
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DURHAM NC 27705 9.500 46,247 15-NOV-1996 5,334,841
BEDMINSTER NJ 07921 9.500 141,229 06-JUL-1996 16,254,479
ELIZABETH NJ 07201 10.000 43,255 01-AUG-2011 4,516,543
SACRAMENTO CA 95831 10.250 22,578 15-NOV-2011 2,118,064
BLOOMINGTON MN 55420 9.750 68,303 15-OCT-2001 7,716,766
ORLANDO FL 32812 9.625 48,535 05-NOV-1996 6,051,103
Various Vr Vrs 10.250 32,640 10-DEC-2011 3,068,410
OAK RIDGE TN 37830 10.000 32,941 15-APR-2017 3,476,537
WEYMOUTH MA 02188 9.500 58,538 01-DEC-1996 6,364,453
PHILADELPHIA PA 19401 9.375 85,469 22-NOV-1996 8,446,115
COSTA MESA CA 92627 9.750 21,188 01-JAN-2002 1,704,245
MONTVALE NJ 07645 9.875 52,622 10-JAN-2012 5,068,828
BELMONT MA 02178 9.875 42,098 15-DEC-2011 4,046,315
DULUTH GA 30136 9.375 75,357 15-NOV-1996 8,882,593
FREMONT CA 94538 10.125 23,810 15-APR-2007 1,914,224
CEDAR GROVE & VERONA NJ 07009 8.750 19,989 01-JUL-2002 1,728,144
DENVER CO 80111 8.875 132,905 10-JUN-1997 15,265,491
BELLMAWR NJ 08099 8.875 34,824 01-JUL-1997 3,605,925
SO. PLAINFIELD NJ 07080 9.750 18,971 01-AUG-2012 1,864,447
ORANGE CA 92667 9.750 24,952 20-JUN-2017 2,687,209
OAK RIDGE TN 37832 9.250 27,934 15-OCT-2013 2,917,789
DALLAS TX 75287 9.750 10,459 01-MAY-2000 962,111
HOUSTON TX 77067 8.500 7,385 05-JUL-1999 873,856
BRANDON FL 33594 9.250 7,205 15-JUN-2002 608,177
CARROLLTON TX 75212 9.000 5,933 01-JUL-1997 504,764
SEATTLE WA 98119 9.375 12,872 01-NOV-2002 770,358
DENVER CO 80202 8.500 3,020 05-APR-1997 355,822
ENGLEWOOD CO 80112 8.500 2,114 05-APR-1997 249,075
AUSTIN TX 78758 8.250 5,204 30-APR-1997 624,095
Bakersfield CA 93309 9.000 7,384 31-AUG-2002 842,327
MILPITAS CA 95035 7.750 33,422 01-DEC-2002 5,175,000
MILPITAS CA 95035 7.750 26,641 01-DEC-2002 4,125,000
LEWISVILLE TX 75067 9.500 5,570 01-NOV-2002 613,707
IRVING TX 75063 8.750 15,477 01-DEC-2002 1,806,174
Various Vr Vrs 8.250 55,233 10-MAR-2008 5,312,470
HOUSTON TX 77084 8.500 3,537 15-MAR-2003 449,329
LAKEWOOD CO 80215 9.500 15,009 05-OCT-2012 1,510,314
HOUSTON TX 77043 9.250 3,870 10-APR-2003 437,412
SUNNYVALE CA 94089 7.000 39,375 01-AUG-2001 6,750,000
SAN ANTONIO TX 78217 8.750 5,088 01-DEC-2000 602,318
SAN ANTONIO TX 78218 8.500 1,390 01-DEC-2000 167,719
AUSTIN TX 78722 8.000 2,202 01-FEB-2004 300,000
SAN ANTONIO TX 78232 8.750 5,550 01-FEB-2001 658,591
RICHARDSON TX 75210 8.500 14,344 01-MAR-2004 1,761,568
</TABLE>
12 of 13
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property
ID ID Type Name Address
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0943642 497 Retail CONTEMPORARY PLAZA 3262 Thousand Oaks Blvd.
0943654 212 Warehouse NORTH POINT BUSINESS PARK 300-310-320 HARRIS AVE
0943678 507 Retail FOX LAKE COMMONS 2 WEST GRAND AVENUE
0943680 564 Warehouse 10151 I H 35 NORTH 10151 I H 35 NORTH
0943708 450 Retail ANCHORAGE SQUARE PLAZA 1747 HOOPER AVENUE
0943719 253 Office ASHFORD III OFFICE BUILDING 901 THREADNEEDLE
0943733 540 Retail EL MERCADO SHOPPING CENTER 9055 MARBACH RD.
0943769 86 Retail ALPHARETTA CROSSING SHPG CTR 175 HAYNES BRIDGE ROAD
0943782 302 Retail ROUTE 124 PLAZA 18524-18658 WOODFIELD ROAD
610 422 Warehouse 2500-2520 PARK CENTRAL 2500-2520 PARK CENTRAL
710 545 Warehouse 6160-6190 BOATROCK BLVD. 6160-6190 BOATROCK BLVD.
891 306 Warehouse BELTLINE CENTER 2640-2660 YONKERS ROAD
901 448 Retail BRENTWOOD SQUARE 1231-1233 BRENTWOOD RD. NE
907 314 Retail PALISADES HIGHLANDS PLAZA 516-544 PALISADES DR
911 30 Retail NORTHLAKE TOWER FESTIVAL 3983-4043 & 4073 LAVISTA ROAD
918 381 Retail SENECA PARK PLAZA 13501 CLOPPER RD.
920 347 Retail CLEVELAND PLAZA SHOPPING CTR. 1213 CLEVELAND STREET
924 238 Office 50 WEST CORPORATE CTR. PHASE I 3998 FAIR RIDGE DRIVE
931 125 Office THOUSAND OAKS FINANCIAL PLAZA 195-325 EAST HILLCREST DRIVE
935 362 Office CRAIG CORPORATE CENTER 500 CRAIG ROAD
937 508 Retail NATCHEZ TRACE 1115 POWDER SPRINGS ROAD
944 469 Office MIDDLEBROOK TECH PARK, BLD. I 12401 MIDDLEBROOK RD
950 84 Retail TERRACE AT WINDY HILL 3000 WINDY HILL ROAD
952 558 Retail BELMONT SQUARE SHOPPING CENTER 6347-6359 BELMONT AVE.
965 551 Industrial 1985 SWARTHMORE AVE. 1985 SWARTHMORE AVE.
967 355 Retail SIERRA MADRE 2361-2393 COLORADO BOULEVARD
968 356 Retail CENTER SQUARE 475 HURFFVILLE - CROSS KEYS RD
969 329 Retail HARBOR PLACE SHOPPING CENTER 415 EGG HARBOR RD
972 378 Warehouse HUNTINGTON COMMERCE CENTER 15121 GRAHAM ST.
973 435 Retail BLACK HORSE PIKE PLAZA 835-55 NORTH BLACK HORSE PIKE
Totals:
<PAGE>
<CAPTION>
Prop Closing
Prop Zip Mtg Monthly Maturity Prin
Property City State Code Rate P&I Date Balance
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thousand Oaks CA 91360 8.750 6,578 01-APR-2001 782,300
SACRAMENTO CA 95838 7.500 16,975 15-JAN-2007 2,716,025
FOX LAKE IL 60020 8.000 5,529 15-MAY-2004 700,176
SAN ANTONIO TX 78233 8.500 1,027 15-JUL-2004 125,131
TOMS RIVER NJ 08534 8.500 8,074 01-SEP-2004 1,038,544
HOUSTON TX 77079 7.250 14,160 15-SEP-2001 2,343,750
SAN ANTONIO TX 78245 8.500 4,882 15-AUG-2004 546,344
ALPHARETTA GA 30201 8.750 39,102 01-OCT-2004 5,362,500
GAITHERSBURG MD 20879 9.500 16,712 01-DEC-2004 1,973,086
DECATUR GA 30035 8.500 9,621 31-DEC-2002 1,193,719
ATLANTA GA 30336 8.500 3,898 31-DEC-2002 483,601
RALEIGH NC 27604 8.500 15,590 31-DEC-2002 1,934,232
WASHINGTON DC 20018 8.500 8,455 31-DEC-2002 1,048,983
PACIFIC PALISADES CA 90272 8.500 15,166 31-DEC-2002 1,881,676
ATLANTA GA 30324 8.500 73,313 01-JUL-20051 10,350,000
GERMANTOWN MD 20874 8.500 11,524 31-DEC-2002 1,429,718
CLEARWATER FL 34618 8.500 13,640 31-DEC-2002 1,692,291
FAIRFAX VA 22033 8.500 20,045 31-DEC-2002 2,486,906
THOUSAND OAKS CA 91360 8.500 35,978 31-DEC-2002 4,463,668
MANALAPAN NJ 07728 8.500 12,413 31-DEC-2002 1,540,027
MARIETTA GA 30064 8.500 5,551 31-DEC-2002 688,665
GERMANTOWN MD 20874 8.500 7,719 31-DEC-2002 957,674
ATLANTA GA 30339 8.500 44,508 31-DEC-2002 5,522,071
CHICAGO IL 60634 8.500 2,519 31-DEC-2002 312,553
LAKEWOOD NJ 08701 8.500 2,993 31-DEC-2002 371,361
PASADENA CA 91050 8.500 13,062 31-DEC-2002 1,620,630
WASHINGTON TOWNSHIP NJ 07675 8.500 12,878 31-DEC-2002 1,597,734
WASH TOWNSHIP NJ 07675 8.500 14,501 31-DEC-2002 1,799,138
HUNTINGTON BEACH CA 92649 8.500 11,753 31-DEC-2002 1,458,216
WASHINGTON TOWNSHIP NJ 08012 8.500 9,206 31-DEC-2002 1,142,225
</TABLE>
13 of 13
<PAGE>
<PAGE>
EXHIBIT C-1
FORM OF TRANSFEREE AFFIDAVIT FOR RESIDUAL CERTIFICATES
AFFIDAVIT PURSUANT TO
SECTION 860E(e)(4) OF THE
INTERNAL REVENUE CODE
OF 1986, AS AMENDED
STATE OF )
) SS:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That [he] [she] is [Title of Officer] of [Name of Purchaser]
(the "Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of __________] [United States], on behalf of which
he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
[ ].
3. That the Purchaser is a Permitted Transferee (as defined
below), and that the Purchaser is not acquiring a Structured Asset Securities
Corporation, Multiclass Pass-Through Certificate, Series 1996-CFL, Class [R]
[LR] Certificate (the "Class [R] [LR] Certificate") for the account of, or as
agent (including broker, nominee or other middleman) for, any person or entity
from which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a "Permitted Transferee" means any Person or
agent thereof other than (a) a Disqualified Organization, (b) any other Person
so designated by the Trustee based upon an Opinion of Counsel to the effect that
the Transfer of an Ownership Interest in any Residual Certificate to such Person
may cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding, and (c) a Person
that is a Non-U.S. Person (other than (i) a Non-U.S. Person in whose hands the
income from such Residual Certificate is effectively connected with the conduct
of a trade or business within the United States and that has furnished the
transferor and the Trustee with an effective Internal Revenue Service Form 4224
or other prescribed form or (ii) a Non-U.S. Person, if in connection with the
proposed transfer of such Residual Certificate, the transferor provides an
Opinion of Counsel to the Trustee to the effect that such transfer will not be
disregarded for federal income tax purposes under Treasury Regulation ss.
1.860G-3). A "Disqualified Organization" means either (a) the United States, a
State or any political subdivision thereof, or any agency or instrumentality of
any of the foregoing (other than an instrumentality that is a corporation if all
of its activities are subject to tax and a majority of its board of directors is
not selected by any such governmental unit), (b) a foreign government,
International Organization or agency or instrumentality of either of the
foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed by Code Section 511 on unrelated business
taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1))
with respect to the Residual Certificates
<PAGE>
<PAGE>
(except certain farmers' cooperatives described in Code Section 521), (d) rural
electric and telephone cooperatives described in Code Section 1381(a)(2), or (e)
any other Person so designated by the Trustee based upon an Opinion of Counsel
to the effect that any Transfer to such Person may cause either the Upper-Tier
REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "State" and "International Organization"
shall have the meanings set forth in Code Section 7701 or successor provisions.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class [R] [LR] Certificate in excess of any cash
flow generated by the Class [R] [LR] Certificate.
6. That the Purchaser will not transfer the Class [R] [LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this Transfer Affidavit or as to which
the Purchaser has actual knowledge that the requirements set forth in paragraph
3 or paragraph 4 hereof are not satisfied or that the Purchaser has reason to
know does not satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement dated as of February 1, 1996 among Structured Asset
Securities Corporation, as Depositor, Midland Loan Services, L.P., as Servicer,
J.E. Robert Company, Inc., as Special Servicer, ABN AMRO Bank N.V., as Fiscal
Agent and LaSalle National Bank, as Trustee (the "Pooling and Servicing
Agreement"), as may be required to further effectuate the restrictions on
transfer of the Class [R] [LR] Certificate to such a Disqualified Organization,
an agent thereof, or a person that does not satisfy the requirements of
paragraph 3 hereof. To the extent not defined herein, the capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
8. That, if a "tax matters person" is required to be designated
with respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Purchaser agrees
to act as "tax matters person" and to perform the functions of "tax matters
partner" of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to Section 4.05
of the Pooling and Servicing Agreement, and agrees to the irrevocable
designation the Trustee as the Purchaser's agent in performing the function of
"tax matters person" and "tax matters partner."
9. The Purchaser agrees to be bound by and to abide by the
provisions of Section 5.10 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of Class [R] [LR] Certificates. In
addition, the Purchaser agrees not to transfer the Class [R] [LR] Certificate to
any Person who does not provide an affidavit substantially in the form of this
Transfer Affidavit.
C-1-2
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to
be executed on its behalf, by its [Title of Officer] this _____ day of
__________, 19__.
[NAME OF PURCHASER]
By:
----------------------------
[Name of Officer]
[Title of Officer]
C-1-3
<PAGE>
<PAGE>
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this ___ day of __________, 19__.
_____________________________
NOTARY PUBLIC
COUNTY OF ___________________
STATE OF ____________________
My commission expires the ___ day of __________, 19__.
C-1-4
<PAGE>
<PAGE>
EXHIBIT C-2
FORM OF TRANSFEROR LETTER
[Date]
[CERTIFICATE REGISTRAR]
Re: Structured Asset Securities Corporation, Multiclass
Pass-Through Certificates, Series 1996-CFL
-----------------------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3 and 4 thereof are not
satisfied or that the information contained in paragraphs 3 and 4 thereof is not
true.
Very truly yours,
[Transferor]
-------------------------
C-2-1
<PAGE>
<PAGE>
EXHIBIT D
FORM OF INVESTMENT REPRESENTATION LETTER
LaSalle National Bank, as Trustee
and Certificate Registrar
135 South LaSalle Street
Suite 200
Chicago, Illinois 60603
Attention: Corporate Trust Administration
Re: Transfer of Structured Asset Securities Corporation, Multiclass
Pass-Through Certificates, Series 1996-CFL
---------------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered pursuant to Sections 5.03(b) and 5.10 of
the Pooling and Servicing Agreement dated as of February 1, 1996 (the "Pooling
and Servicing Agreement"), by and among Structured Asset Securities Corporation,
as Depositor, Midland Loan Services, L.P., as Servicer, J.E. Robert Company,
Inc., as Special Servicer, LaSalle National Bank, as Trustee (the "Trustee"),
and ABN AMRO Bank N.V., as Fiscal Agent (the "Fiscal Agent") on behalf of the
holders of Structured Asset Securities Corporation, Multiclass Pass-Through
Certificates, Series 1996-CFL (the "Certificates") in connection with the
transfer by _________________ (the "Seller") to the undersigned (the
"Purchaser") of $_______________ aggregate Certificate Principal Amount of Class
_________ Certificates, in certificated fully registered form (such registered
interest being the "Certificate"). Terms used but not defined herein shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement.
In connection with such transfer, the undersigned hereby
represents and warrants to you as follows:
[[For Institutional Accredited Investors] 1. The Purchaser is an
"institutional accredited investor" (an entity meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as
amended (the "1933 Act")) and has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment in the Certificates, and the Purchaser and any accounts for which it
is acting are each able to bear the economic risk of the Purchaser's or such
account's investment. The Purchaser is acquiring the Certificates purchased by
it for its own account or for one or more accounts (each of which is an
"institutional accredited investor") as to each of which the Purchaser exercises
sole investment discretion. The Purchaser hereby undertakes to reimburse the
Trust for any costs incurred by it in connection with this transfer.]
[[For Qualified Institutional Buyers only] 1. The Purchaser is a
"qualified institutional buyer" within the meaning of Rule 144A ("Rule 144A")
promulgated under the Securities Act of 1933, as amended (the "1933 Act"). The
Purchaser is aware that the transfer is being made in reliance on Rule 144A, and
the Purchaser has had the opportunity to obtain the information required to be
provided pursuant to paragraph (d)(4)(i) of Rule 144A.]
D-1
<PAGE>
<PAGE>
2. The Purchaser's intention is to acquire the Certificate (a)
for investment for the Purchaser's own account or (b) for resale to (i)
"qualified institutional buyers" in transactions under Rule 144A, and not in any
event with the view to, or for resale in connection with, any distribution
thereof, or (ii) to "institutional accredited investors" meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated
under the 1933 Act, pursuant to any other exemption from the registration
requirements of the 1933 Act, subject in the case of this clause (ii) to (a) the
receipt by the Certificate Registrar of a letter substantially in the form
hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Certificate Registrar that such reoffer, resale, pledge or
transfer is in compliance with the 1933 Act, (c) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that
such reoffer, resale, pledge or transfer is in compliance with the 1933 Act and
other applicable laws, and (d) a written undertaking to reimburse the Trust for
any costs incurred by it in connection with the proposed transfer. The Purchaser
understands that the Certificate (and any subsequent Certificate) has not been
registered under the 1933 Act, by reason of a specified exemption from the
registration provisions of the 1933 Act which depends upon, among other things,
the bona fide nature of the Purchaser's investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.
3. The Purchaser is not a Person which is an employee benefit
plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject
to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"),
or a governmental plan as defined in Section 3(32) of ERISA, subject to any
federal, state or local law which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), or a Person
acting on behalf of any such Plan or using the assets of such Plan to acquire
such Certificate.
4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the 1933 Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.
5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.
6. The Purchaser will not sell or otherwise transfer any portion
of the Certificate or Certificates, except in compliance with Sections 5.03(b)
and 5.10 of the Pooling and Servicing Agreement.
Please make all payments due on the Certificates:*
_____ (a) by wire transfer to the following account at a bank or entity
in New York, New York, having appropriate facilities therefore:
Account number _________ Institution __________________
- -------------------
* Please select (a) or (b). Wire transfers are only available if such
holder's Certificates have an aggregate Certificate Principal Amount of at least
U.S.$5,000,000 or are Class X Certificates or Residual Certificates.
D-2
<PAGE>
<PAGE>
_____ (b) by mailing a check or draft to the following address:
-------------------------
-------------------------
-------------------------
Very truly yours,
-------------------------
[The Purchaser]
By:______________________
Name:
Title
Dated: ____ __, ____
D-3
<PAGE>
<PAGE>
EXHIBIT E
Structured Asset Securities Corporation
Multiclass Pass-Through Certificates, Series 1996-CFL
COMPARATIVE FINANCIAL STATUS REPORT
as of _________________
<TABLE>
<CAPTION>
Original Underwriting Information Prior Full Year Operating Information
Base Year as of _______ Normalized
-------------------------------------- --------------------------------------------
Current Last Last
Sched. Paid Annual Prop. Financial Prop. Financial
Loan Principal Thru Debt Inspect. Info as of % Total $ (1) Inspect. Info as of % Total $ (1)
Num. City State Balance Date Service Date Date Occ. Rev. NOI DSCR x Date Date Occ. Rev. NOI DSCR x
- --- ---- ----- --------- ---- ------- -------- ---------- ---- ----- --- ------ -------- ---------- ---- ----- --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
List all loans currently in the Trust (with or without information) in descending loan balance order.
Total: $ $ WA $ $ WA WA $ $ WA
Received Required
---------------------------------- ----------------------------------
Financial Information: Loans Balance Loans Balance
------------------- -------- ----------------- ---------
# % $ % # % $ %
Current Full Year:
Current Full Year received with DSC <1:
Prior Full Year:
Prior Full Year received with DSC <1:
(1) DSCR calculated using NOI/Annual Debt Service.
(2) Net change should compare the latest year to the underwriting year.
<CAPTION>
"Actual" (2)
Current Annual Operating Information YTD Financial Information Net Change
as of________ Normalized Month Reported Current & Base
-------------------------------------- ---------------------------------- --------------------
Last
Prop. Financial (1) Financial %
Inspect. Info as of % Total $ DSCR Info as of % Total $ % % Total DSCR
Date Date Occ. Rev. NOI x Date Occ. Rev. NOI DSC Occ. Rev. x
- -------- ---------- ---- ----- --- ------ ---------- ---- ----- --- --- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WA $ $ WA WA $ $ WA WA $ WA
</TABLE>
E-1
<PAGE>
<PAGE>
EXHIBIT F
Structured Asset Securities Corporation
Multiclass Pass-Through Certificates, Series 1996-CFL
DELINQUENT LOAN STATUS REPORT
as of _________________
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)=a+b+c+d
Sq. Ft. Total
Loan or Outstand. Total Other
Number, Units, Paid Sched. P&I Outstand. Advances Current
City & Prop. Occ %, Thru Principal Advances Expenses (Taxes & Total Monthly
State Type Date Date Balance to Date to Date Escrow) Exposure P&I
- --------- ----- -------- ---- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FCL - Foreclosure
LTM - Latest 12 Months
* Status should contain a code indicating the current direction of each loan
such as (FCL - In Foreclosure, MOD - Modification, DPO - Discount Payoff,
NS - Note Sale, BK - Bankrupcy, PP - Payment Plan, Curr - Current, TBD - To
Be Determined, etc.). It is possible to combine the status codes if the loan
is going in more than one direction (i.e. FCL/Mod, BK/Mod, BK/FCL/DPO).
**App - Appraisal, BPO - Broker Opinion, Int. - Internal Valve
<CAPTION>
(f) (g)=(.92*f)-e
Date
Loss NOI
Most Appraisal Transfer Using Filed/
Current LTM LTM Accurate BPO or Date/ 92% FCL
Interest Maturity NOI NOI, Valuation Property Internal Closing Appr. or Sale
Rate Date Date DSCR Date Value Value** Date BPO(f) Date Status*
- -------- -------- ---- ---- --------- -------- -------- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90 + DAYS DELINQUENT
60 - 89 DAYS DELINQUENT
30 - 59 DAYS DELINQUENT
Specially Serviced Mortgage Loans that are Current
</TABLE>
F-1
<PAGE>
<PAGE>
EXHIBIT G
Structured Asset Securities Corporation
Multiclass Pass-Through Certificates, Series 1996-CFL
HISTORICAL LOAN MODIFICATION REPORT
as of _________________
<TABLE>
<CAPTION>
Balance
When Sent to Balance at the Num.
Loan City/ Mod./ Effective Special Effective Date of Months/
Number State Extension Date Servicer Rehabilitation Old Rate New Rate Old P&I New P&I
- ------ ----- --------- --------- ------------ ----------------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Total For All Loans:
Total For Loans in Current Month:
# of Loans $ Balance
---------- ---------
Modifications:
Maturity Date Extensions:
Total:
<CAPTION>
(2) Est. Future
Total Num. Interest Loss
Months For (1) Realized to Trust $
Old New Change of Loss to Trust (Rate
Maturity Maturity Mod. $ Reduction) COMMENTS
- -------- -------- ---------- --------------- -------------- ------------------------------------------
<S> <C> <C> <C> <C> <C>
</TABLE>
G-1
<PAGE>
<PAGE>
EXHIBIT H
Structured Asset Securities Corporation
Multiclass Pass-Through Certificates, Series 1996-CFL
HISTORICAL LOSS ESTIMATE REPORT (REO-SOLD or DISCOUNTED PAYOFF)
as of _________________
<TABLE>
<CAPTION>
(c)=b/a (a) (b) (d) (e) (f) (g) (h) (i)=d-(f+g+h)
Latest
% Rec. Appraisal or Effect Net Amt.
Servicer From Brokers Date of Sales Received Scheduled Total P&I Total Servicing
Loan ID City/State Sale Opinion Sale Price from Sale Balance Advanced Expenses Fees Net Proceeds
- -------- ---------- ------ ------------ ------- ----- --------- -------- --------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Total all Loans:
Current Month Only:
<CAPTION>
(k)=i-e (m) (n)=k+m (o)=n/e
Date Minor
Loss Adj. Total Loss Loss % of
Actual Losses Passed Minor Adj. Passed with Scheduled
Passed Thru Thru to Trust Thru Adjustment Balance
- ------------- ------ ---------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C>
</TABLE>
H-1
<PAGE>
<PAGE>
EXHIBIT I
Structured Asset Securities Corporation
Multiclass Pass-Through Certificates, Series 1996-CFL
REO STATUS REPORT
as of _________________
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)=a+b+c+d
Sq. Ft.
Loan or Total Other
Num./ Units/ Paid Sched. P&I Advances Total Current
City & Prop. Occ %/ Thru Principal Advances (Taxes & Expenses Total Monthly
State Type Date Date Balance to Date Escrow) To Date Exposure P&I
- --------- ----- -------- ---- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(1) Use the following codes: App. - Appraisal; BPO - Brokers Opinion; Int. - Internal Value.
<CAPTION>
(f) (g)=(.92*f)-e
(YTD) ($1) Loss
Most Most Appraisal Transfer Using
Current NOI Recent Accurate BPO or Date/ 92% REO
Interest Maturity as of NOI/ Appr. Property Internal Closing Appr. or Acquisition Pending
Rate Date Date DSCR Date Value Value Date BPO(f) Date Offers Comments
- -------- -------- ---- ---- ----- -------- -------- ------- -------- ------------ ------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real Estate Owned
</TABLE>
I-1
<PAGE>
<PAGE>
EXHIBIT J
Structured Asset Securities Corporation
Multiclass Pass-Through Certificates, Series 1996-CFL
WATCH LIST
as of _________________
<TABLE>
<CAPTION>
Sched. Paid
Loan Property Principal Thru Maturity Current
Number Type City State Balance Date Date DSC(%) COMMENT/REASON ON WATCH LIST
- ------ -------- ---- ----- --------- ---- -------- ------- ---------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
List all loans on Watch List and the reason for each being on the Watch List. List should be sorted in descending loan
balance order.
Total: $
</TABLE>
J-1
<PAGE>
<PAGE>
EXHIBIT K
Structured Asset Securities Corporation
Multiclass Pass-Through Certificates, Series 1996-CFL
OPERATING STATEMENT ANALYSIS REPORT
as of _________________
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PROPERTY OVERVIEW:
Servicer Loan Number
Property Type
Property Address, City, State
Net Rentable Square Feet
Year Built/Year Renovated
Year of Operations Underwriting 1993 1994 1995 YTD
Occupancy Rate *
Average Rental Rate
* Occupancy rates are year end or the ending date of the financial statement for the period.
INCOME: No. of Mos.
Number of Mos. Annualized Prior Year Current Year
Period Ended Underwriting 1993 1994 1995 1996 YTD** 1995-Base 1995-1994
Statement Classification Base Year Normalized Normalized Normalized as of / /96 Variance Variance
Rental Income
Pass Through/Escalations
Other Income
Effective Gross Income $0.00 $0.00 $0.00 $0.00 $0.00 % %
Normalized - Full year financial statements that have been reviewed by the underwriter
or the Servicer.
** YTD numbers will not be normalized.
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
Other Expenses
Ground Rent
Total Operating Expenses $0.00 $0.00 $0.00 $0.00 $0.00 % %
Operating Expense Ratio
Net Operating Income $0.00 $0.00 $0.00 $0.00 $0.00
Leasing Commissions
Tenant Improvements
Replacement Reserve
Total Capital Items $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
N.O.I. After Capital Items $0.00 $0.00 $0.00 $0.00 $0.00
Debt Service (per Servicer) $0.00 $0.00 $0.00 $0.00 $0.00
Cash Flow After Debt Service $0.00 $0.00 $0.00 $0.00 $0.00
(1) DSCR: (NOI/Debt Service)
DSCR: (After Reserves\Cap Items)
Source of Financial Data:
(i.e., operating statements, financial statements, tax return, other)
</TABLE>
Notes and Assumptions:
The years shown above will always show a three year history. 1995 is the current
year financials; 1994 is the prior year financials.
This report may vary depending on the property type and due to reporting
differences among the financial statements of the borrowers.
Income: Comment
Expense: Comment
Capital Items: Comment
(1) Used in the Comparative Financial Status Report.
K-1
<PAGE>
<PAGE>
EXHIBIT L
Structured Asset Securities Corporation
Multiclass Pass-Through Certificates, Series 1996-CFL
NOI ADJUSTMENT WORKSHEET for "Year"
as of _________________
<TABLE>
<S> <C> <C> <C> <C> <C>
PROPERTY OVERVIEW:
LB Control Number
Servicer Loan Number
Property Type
Property Address, City, State
Net Rentable Square Feet
Year Built/Year Renovated
Year of Operations Borrower Adjustment Normalized
Occupancy Rate *
Average Rental Rate
* Occupancy rates are year end or the ending date of the financial statement
for the period.
INCOME:
Number of Mos. Annualized "Year"
Period Ended Borrower
Statement Classification Actual Adjustment Normalized
Rental Income
Pass Throughs/Escalations
Other Income
Effective Gross Income $0.00 $0.00 $0.00
Normalized - Full year Financial statements that have
been reviewed by the Underwriter or Servicer.
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
Other Expenses
Ground Rent
Total Operating Expenses $0.00 $0.00 $0.00
Operating Expense Ratio
Net Operating Income $0.00 $0.00 $0.00
Leasing Commissions
Tenant Improvements
Replacement Reserve
Total Capital Items $0.00 $0.00 $0.00
N.O.I. After Capital Items $0.00 $0.00 $0.00
Debt Service (per Servicer) $0.00 $0.00 $0.00
Cash Flow After Debt Service $0.00 $0.00 $0.00
(1)DSCR: (NOI/Debt Service)
DSCR: (After Reserves\Cap. Items)
Source of Financial Data:
(i.e., operating statements, financial statements, tax return, other)
</TABLE>
Notes and Assumptions:
This report should be completed by the Servicer for any "Normalization" of the
Borrowers numbers.
The "Normalized" column is used in the Operating Statement Analysis Report.
This report may vary depending on the property type and due to reporting
differences among the financial statements of the borrowers.
Income: Comments
Expense: Comments
Capital Items: Comments
(1) Used in the Comparative Financial Status Report.
L-1
<PAGE>
<PAGE>
EXHIBIT M
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPTS
To: [Trustee/Custodian]
Re: The Pooling and Servicing Agreement, dated as of February 1, 1996
(the "Pooling and Servicing Agreement"), among Structured Asset
Securities Corporation, as depositor, Midland Loan Services,
L.P., as servicer, J.E. Robert Company, Inc., as special
servicer, ABN Amro Bank N.V., as fiscal agent and LaSalle
National Bank, as trustee, with respect to the Mortgage Loans.
In connection with the administration of the Mortgage Loans held
by you as the [Trustee/Custodian] on behalf of the Trust Fund, we request the
release, and acknowledge receipt, of the (Mortgage File/[specify documents]) for
the Mortgage Loan described below, for the reason indicated. (All capitalized
terms not defined herein shall have the same meaning assigned thereto in the
Pooling and Servicing Agreement.)
Mortgagor's Name Address & Zip Code:
Mortgage Loan Number:
Reason for Requesting Documents (check one)
__1. Mortgage Loan Paid in Full. (The Servicer hereby certifies that
all amounts received in connection therewith have been, or will
be, deposited in the Collection Account as provided in the
Pooling and Servicing Agreement.)
[__2. Mortgage Loan Repurchase Pursuant to Subsection 2.03 of the
Pooling and Servicing Agreement. (The Servicer hereby certifies
that the Repurchase Price has been remitted or credited in its
entirety as provided in the Pooling and Servicing Agreement. The
Repurchase Price was calculated as follows: [insert identity of
Mortgage Loan that was repurchased and the calculation of the
Repurchase Price].)]
__3. Mortgage Loan liquidated by _______________. (The Company hereby
certifies that all proceeds of foreclosure, insurance,
condemnation or other liquidation have been finally received
pursuant to the Pooling and Servicing Agreement.)
M-1
<PAGE>
<PAGE>
__4. Mortgage Loan in Foreclosure.
__5. Other (explain) _________________________.
If box 2 or 4 above is checked, this Request for Release of
Documents and Receipt shall obligate the Servicer or the Special Servicer, as
applicable, to return the Mortgage File to the Trustee or Custodian, as
applicable, when the need therefor no longer exists.
If box 2 or 4 above is checked, upon our return of all of the
above documents to you as the [Trustee/Custodian], please acknowledge your
receipt by signing in the space indicated below, and returning this form.
[SERVICER/SPECIAL SERVICER]
By: __________________________________
Name: __________________________________
Title: __________________________________
Date: __________________________________
Acknowledgment of the Mortgage File returned to the [Trustee/Custodian]:
By: __________________________________
Name: __________________________________
Title: __________________________________
Date: __________________________________
M-2
<PAGE>
<PAGE>
EXHIBIT N
LOST NOTE AFFIDAVIT OF SELLER
I, [Name] as [Title] of Confederation Life Insurance Company
(U.S.) in Rehabilitation, the U.S. Branch of Confederation Life Insurance
Company, a Canadian mutual life insurance company in liquidation (the "Seller"),
am authorized to make this Affidavit on behalf of the Seller, and, on behalf of
the Seller, [name], being duly sworn, depose and say that:
1. The Seller has made or has caused to be made diligent
investigation in its records and files and has been unable to locate the
Mortgage Note identified in Exhibit A hereto (the "Original Mortgage Note"),
which to the best of my knowledge and belief has been lost, misfiled, misplaced
or destroyed due to a clerical error:
2. Attached hereto as Exhibit B are true and correct copies of
the Original Mortgage Note.
3. To the best of my knowledge and belief, the Original Mortgage
Note has not been paid, satisfied, assigned, pledged, transferred or
hypothecated in any way, and the unpaid balance is still due owing on said
Original Mortgage Note.
4. If said Original Mortgage Note should ever come into the
Seller's possession, custody or power, the Seller will immediately and without
consideration surrender the Original Mortgage Note to LaSalle National Bank, as
trustee (the "Trustee") or its successors in interest or permitted assigns,
under the Pooling and Servicing Agreement dated as of February 1, 1996, among
Structured Asset Securities Corporation, as Depositor, Midland Loan Services,
L.P., as Servicer, J.E. Robert Company, Inc., as Special Servicer, ABN Amro Bank
N.V., as Fiscal Agent, and the Trustee.
5. The Seller shall indemnify and hold harmless, the Trustee and
its successors in interest and permitted assigns (each, an "Indemnified Party")
of an ownership interest in the Original Mortgage Note, against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses and disbursements of any kind or nature whatsoever,
including attorneys' fees (except credit losses relating to default on the
Original Mortgage Note), that may be imposed on, incurred or suffered by, or
asserted against any Indemnified Party arising out of or resulting from the
unavailability of the Original Mortgage Note, including but not limited to those
arising out of or resulting from (i) any false statement contained in this
Affidavit, (ii) any claim of any party that it has already purchased a mortgage
loan evidenced by the Original Mortgage Note or any interest in the related
mortgage loan, (iii) any claim of the borrower with respect to the existence of
terms of the mortgage loan evidenced by the Original Mortgage Note, (iv) the
issuance of a new instrument in lieu thereof, and (v) any claim whether or not
based upon or arising from honoring or refusing to honor the Original Mortgage
Note when presented by anyone.
N-1
<PAGE>
<PAGE>
7. This Affidavit is intended to be relied on by the Trustee and
its successors in interest and permitted assigns. I represent and warrant that
the Seller has the authority to perform its obligations under this Affidavit.
EXECUTED THIS ____ day of _______, 199_,
on behalf of the Seller by:
-----------------------------------
Signature
-----------------------------------
Typed Name
N-2
<PAGE>
<PAGE>
On this _________ day of _______________________, 199_, before me
appeared ____________________________________________, to me personally known,
who being duly sworn did say that she/he is the ______________________________
of ______________________, and that said Affidavit of Lost Note was signed and
sealed on behalf of such corporation and said _____________________________
acknowledged this instrument to be the free act and deed of said corporation.
_____________________________________
Notary Public in and for the
State of ____________________________.
My Commission expires: _______________.
N-3
<PAGE>
<PAGE>
EXHIBIT O
Environmental Issues Statement
& Resolution Report
Confederation Life Insurance Company (U.S.)
in Rehabilitation
dated as of December 15, 1995
together with
Environmental Issues Statement
& Resolution Report Addendum
Confederation Life Insurance Company (U.S.)
in Rehabilitation
dated as of February 12, 1996
<PAGE>
<PAGE>
Schedule 1
Computerized Database Information
Field
Issue Id
Sub Issue Id
Period
Collateral Id
Beginning Principal Balance
Scheduled Principal
Deferred Interest
Prepayment Code
Prepayment
Prepayment Date
Other Principal Adjustment
Ending Principal Balance
Current Gross Rate
Scheduled P & I
Next Rate Adjustment Date
Next Gross Rate
Interest Paid Through Date
Remaining Term
Maturity Date
Property Inspection Date
Current Occupancy
Revenue (Last Full Year)
Expenses (Last Full Year)
NOI (Last Full Year)
DSCR (Last Full Year)
Date of Last Annual Statement
Revenue (YTD)
Expenses (YTD)
NOI (YTD)
DSCR (YTD)
Year To Date As of Date
<PAGE>
<PAGE>
SCHEDULE 2
MORTGAGE LOANS WITH CONTINGENT INTERESTS
Loan Numbers
934203
935487
937198
937681
941153
939766
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0941918 1 Office FIRST TRUST CENTER 180 EAST FIFTH STREET ST. PAUL
0941618 2 Office THE C P A S BUILDING 777 NORTH CAPITOL STREET, NE WASHINGTON
0941335 3 Warehouse KMART DISTRIBUTION CENTER 736 SW 52ND AVENUE OCALA
0939952 4 Office CHEVY CHASE PLAZA 5301 WISCONSIN AVENUE NW WASHINGTON
0940239 5 Multifamily BRIDGEWATER APARTMENTS 4375 SATELLITE BLVD DULUTH
0938427 6 Office ONE AND TWO LITTLE FALLS CTR. 2711 & 2752 CENTERVILLE ROAD NEW CASTLE
0937101 7 Multifamily OAKTON GABLE 3200-3252 ARROWHEAD CIRCLE OAKTON
0939183 8 Multifamily NORTH BRUNSWICK MANOR 615 BISHOP BOULEVARD NORTH BRUNSWICK
0942522 9 Multifamily GATEWAY APARTMENTS Various Various
0942522A 9A Multifamily GATEWAY APARTMENTS 902 DAVIS STREET SAN LEANDRO
0942522B 9B Multifamily AUSTIN COMMONS APARTMENTS 50 AUSTIN AVENUE HAYWARD
0940744 10 Office 5 NESHAMINY INTERPLEX Various Various
0940744A 10A Office 5 NESHAMINY INTERPLEX 5 NESHAMINY INTERPLEX TREVOSE
0940744B 10B Office 6 NESHAMINY INTERPLEX 6 NESHAMINY INTERPLEX TREVOSE
0940744C 10C Office 7 NESHIMANY INTERPLEX 7 NESHIMANY INTERPLEX TREVOSE
0940744D 10D Office NESHAMINY KOR-CENTER 2577,2607,2585 INTERPLEX DRIVE TREVOSE
0939407 11 Office 640 NORTH LA SALLLE STREET 640 NORTH LA SALLLE STREET CHICAGO
0938774 12 Retail CENTER OF BONITA SPRINGS 3300 BONITA BEACH ROAD BONITA SPRINGS
0938270 13 Office SECOND STREET OFFICE BUILDING 1800 SECOND STREET SARASOTA
0939043 14 Retail OAK TREE CENTER 1655 OAKTREE RD. EDISON
0938609 15 Multifamily MT. PLEASANT VILLAS E. MAIN & FINDERNE AVE. BRIDGEWATER
0942765 16 Retail THE VILLAGE AT BEDMINSTER EAST HILLS DR. @ RTE. 202/206 BEDMINSTER
0942091 17 Multifamily DEERWOOD APARTMENTS 2215 EAST LAKESIDE PARK CORONA
0939766 18 Office STEVENS BUILDING 17-25 NORTH STATE STREET CHICAGO
0943083 19 Office DENVER CORP CTR TOWERS I & II 7800 & 7900 E. UNION AVENUE DENVER
0941670 20 Multifamily THE GRANDVIEW 3481 LAKESIDE DRIVE, NE ATLANTA
0937836 21 Multifamily OLD CENTREVILLE GABLE 13801-13849 BRADDOCK SPRING RD CENTREVILLE
0940100 22 Multifamily GREENVILLE PLACE APARTMENTS KENNETT PIKE & BARLEY MILL RD GREENVILLE
0942029 23 Office HOUSEHOLD FINANCE BUILDING 941-961 WEIGEL DRIVE ELMHURST
0940355 24 Office WOLCOTT BUSINESS CENTER 5000,5010,5016 CALABASAS PKWAY CALABASAS
0935840 25 Warehouse PARK 90-5 OFFICE PARK 2203 AIPORT WAY SOUTH SEATTLE
0941906 26 Warehouse STADIUM PARK Various Various
0941906A 26A Warehouse STADIUM PARK 4570-4698 ALVARADO CYN. RD. SAN DIEGO
0941906B 26B Warehouse A-1 SELF STORAGE 4680 ALVARADO CANYON ROAD SAN DIEGO
0941906C 26C Retail VILLAGE SQUARE 6602-6628 MISSION GORGE ROAD SAN DIEGO
0934999 27 Retail FOUNTAIN SQUARE SHOPPING CTR. N W C 7TH STREET & BELL ROAD PHOENIX
0941116 28 Retail AHWATUKEE PALMS RETAIL CENTER S E C SOUTH WARNER RD/ 48TH ST PHOENIX
0942297 29 Retail OXFORD COMMONS 3500 ROXBORO ROAD DURHAM
0911 30 Retail NORTHLAKE TOWER FESTIVAL 3983-4043 & 4073 LAVISTA ROAD ATLANTA
0941307 31 Multifamily NETCONG HEIGHTS P.O. BOX 476 / BASENESE DRIVE NETCONG
0942224 32 Multifamily LOS ALAMOS APARTMENTS 24850 HANCOCK AVE. MURRIETA
0940367 33 Office YOUNG QUINLAN BUILDING 81 SOUTH 9th ST. MINNEAPOLIS
0941025 34 Multifamily KINGS VILLAGE APARTMENTS 1-360 KINGS ARROW ROAD MT. OLIVE
0940938 35 Retail WAIPAHU SHOPPING PLAZA 94-300 FARRINGTON HIGHWAY WAIPAHU
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0941918 MN 55101 1 1 33,613,520 Amortizing 9.550 3,546,924
0941618 DC 20002 1 1 28,636,401 Amortizing 10.070 3,040,188
0941335 FL 32670 1 1 27,473,835 Amortizing 9.830 30,93,360
0939952 DC 20201 1 1 26,498,948 Amortizing 8.350 2,438,724
0940239 GA 30136 2 1 24,837,212 Amortizing 7.670 2,141,208
0938427 DE 19720 1 1 22,752,831 Interest Only 8.250 1,877,109
0937101 VA 22030 1 1 22,090,506 Amortizing 8.000 2,112,418
0939183 NJ 08902 1 1 20,233,222 Amortizing 7.640 2,432,640
0942522 Vr Vrs 1 1 19,135,822 Amortizing 8.750 2,020,044
0942522A CA 94577 0 0.000 0
0942522B CA 94544 0 0.000 0
0940744 Vr Vrs 1 12 18,974,628 Amortizing 7.750 1,661,580
0940744A PA 19047 0 0.000 0
0940744B PA 19047 0 0.000 0
0940744C PA 19047 0 0.000 0
0940744D PA 19047 0 0.000 0
0939407 IL 60610 1 1 18,935,601 Amortizing 8.500 1,866,348
0938774 FL 33923 2 12 18,091,780 Amortizing 8.750 1,718,160
0938270 FL 34236 1 1 17,983,392 Amortizing 10.375 2,064,336
0939043 NJ 8820 1 1 17,940,368 Amortizing 8.700 1,802,808
0938609 NJ 8807 1 1 16,915,266 Amortizing 8.000 1,612,632
0942765 NJ 7921 1 1 16,254,479 Amortizing 9.500 1,694,748
0942091 CA 91719 1 1 15,950,844 Amortizing 8.500 1,476,324
0939766 IL 60601 1 1 15,730,274 Interest Only 7.875 1,238,759
0943083 CO 80111 1 1 15,265,491 Amortizing 8.875 1,594,860
0941670 GA 30326 1 1 15,000,000 Interest Only 8.500 1,275,000
0937836 VA 22050 1 1 14,856,709 Amortizing 8.500 1,384,056
0940100 DE 19807 1 1 14,066,764 Amortizing 9.375 1,818,408
0942029 IL 60126 1 1 12,767,027 Amortizing 9.750 1,367,424
0940355 CA 91302 2 1 12,153,338 Amortizing 9.125 1,287,240
0935840 WA 98134 1 1 12,112,003 Amortizing 8.875 1,258,920
0941906 Vr Vrs 2 1 11,064,866 Amortizing 9.800 1,190,712
0941906A CA 92100 0 0.000 0
0941906B CA 92100 0 0.000 0
0941906C CA 92120 0 0.000 0
0934999 AZ 85014 1 1 10733808 Amortizing 8.875 1,122,888
0941116 AZ 85025 1 1 10,645,283 Amortizing 9.375 1,112,688
0942297 NC 27705 1 1 10,531,223 Interest Only 9.125 960,974
0911 GA 30324 1 1 10,350,000 Interest Only 8.500 879,750
0941307 NJ 7857 1 1 10,330,542 Amortizing 10.000 1,199,496
0942224 CA 92362 1 1 9,975,507 Amortizing 8.500 922,696
0940367 MN 55402 1 1 9,980,553 Amortizing 8.500 966,273
0941025 NJ 7828 1 1 9,781,282 Amortizing 9.250 1,089,324
0940938 HI 96797 2 1 9,696,017 Amortizing 9.375 1,036,824
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0941918 5,145,695 1.45 '94 05-Oct-90 10-Oct-2010
0941618 3,601,300 1.18 '94 09-Aug-90 15-Aug-2000
0941335 3,163,196 1.02 '94 08-Jan-91 05-Feb-2017
0939952 3,442,862 1.41 '94 31-Aug-89 01-Sep-2001
0940239 3,311,897 1.55 '94 19-Oct-89 15-Nov-99 15-Nov-2004
0938427 2,153,255 1.15 STAT 28-Oct-88 01-Aug-2002 01-Aug-2002
0937101 2,197,293 1.04 '94 21-Jan-88 05-Feb-98
0939183 2,666,444 1.10 '94 16-Mar-89 15-Apr-2009
0942522 2,230,846 1.10 '94 26-Mar-91 15-Apr-2001
0942522A 0 0.00
0942522B 0 0.0
0940744 2,510,000 0.98 '94 06-Dec-89 01-Jan-2000
0940744A 0 0.00
0940744B 0 0.00
0940744C 0 0.00
0940744D 0 0.00
0939407 3,042,377 1.63 STAT 05-May-89 05-Jun-99
0938774 1,945,801 1.02 '94 28-Nov-88 15-Dec-98 15-Dec-2003
0938270 2,517,529 1.22 STAT 29-Aug-88 15-Sep- 2018
0939043 2,123,825 1.18 '94 15-Mar-89 20-Mar-99
0938609 2,381,475 1.48 '93 16-Nov-88 18-Dec-2003
0942765 1,831,289 1.08 '94 01-Aug-91 06-Jul-96
0942091 1,489,774 1.01 '94 17-Jun-91 15-Aug-2000
0939766 1,641,810 1.33 '94 28-Jul-89 15-Aug-99 15-Aug-99
0943083 2,596,203 1.63 '94 02-Jun-92 10-Jun-97
0941670 1,620,197 1.27 '94 04-Sep-90 15-Sep-2000 15-Sep-2000
0937836 1,528,456 1.10 '94 11-Jul-88 15-Aug-2000
0940100 2,168,702 1.19 '94 02-Nov-89 10-Nov-2009
0942029 1,684,344 1.23 STAT 23-Oct-90 05-Nov-2000
0940355 1,194,037 0.93 STAT 01-Sep-89 15-Oct-99 15-Oct-2004
0935840 1,098,577 0.87 STAT 26-Oct-87 01-Nov-97
0941906 2,588,787 2.17 STAT 01-Oct-90 01-Nov-2000 01-Nov-2010
0941906A 0 0.00
0941906B 0 0.00
0941906C 0 0.00
0934999 1,120,850 1.00 STAT 11-May-87 01-Jun-97
0941116 1,259,174 1.13 '94 08-May-90 15-May-2000
0942297 1,223,502 1.27 '94 24-May-91 10-Jun-96 10-Jun-96
0911 2,025,746 2.30 STAT 28-Sep-95 01-Jul-2005 01-Jul-2005
0941307 1,286,957 1.07 '94 17-Nov-90 15-Nov-2015
0942224 1,124,728 1.22 '94 01-Mar-91 01-Apr-2001
0940367 1,254,928 1.30 '94 03-Nov-89 31-Dec-2005
0941025 1,326,906 1.22 '94 06-Apr-90 18-Mar-2000
0940938 1,386,858 1.34 '94 03-May-90 15-Jul-2000 15-Jun-2005
15-Jun-2005
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0941918 177 360 YM 10-Oct-2010 1915
0941618 55 360 YM 15-Aug-2000 1990
0941335 253 312 YM 05-Feb-2017 1990
0939952 67 360 YM 01-Jun-2001 1989
0940239 106 360 YM 16-Oct-99 1992
0938427 78 0 Open to 09/28/9 1988
0937101 25 360 YM 06-Jan-98 1987
0939183 159 180 YM 15-Apr-2009 1979
0942522 63 263 YM 15-Apr-2001 Vrs
0942522A 0 0 YM 1988
0942522B 0 0 1986
0940744 47 339 YM 01-Jan-2000 Vrs
0940744A 0 0 1985
0940744B 0 0 1985
0940744C 0 0 1987
0940744D 0 0 1977
0939407 41 303 YM 05-Jun-99 1969
0938774 95 360 YM 15-Dec-98 1989
0938270 272 360 YM 15-Sep-2018 1986
0939043 38 360 YM 20-Mar-99 1986
0938609 95 300 YM 18-Dec-2003 1988
0942765 6 348 YM 06-Jun-96 1989
0942091 55 360 YM 15-Aug-2000 1992
0939766 43 0 Open to 8/15/96 1914
0943083 17 300 YM 10-May-97 1982
0941670 56 0 Declining 15-Aug-2000 1990
0937836 55 360 YM 15-May-2000 1988
0940100 166 240 YM 10-Oct-2009 1950
0942029 58 336 YM 05-Nov-2000 1988
0940355 105 336 YM 15-Oct-99 1985
0935840 21 300 Locked 01-Nov-97 1950
0941906 177 360 YM 01-Nov-2000 Vrs
0941906A 0 0 1977
0941906B 0 0 1984
0941906C 0 0 1977
0934999 16 304 YM 01-Jun-97 01-Jun-95 1986
0941116 52 300 YM 15-May-2000 1988
0942297 5 0 YM 10-Jun-96 1990
0911 114 0 Open 1984
0941307 238 300 YM 15-Nov-2015 1971
0942224 62 360 Declining 01-Apr-2001 1990
0940367 119 300 Declining 30-Jun-2005 1926
0941025 50 233 YM 18-Mar-2000 1978
0940938 113 336 YM 15-Jul-2000 1962
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0941918 87.0 10-Jul-95 617,798 54 63.0
0941618 100.0 15-Jun-95 212,164 135 63.0
0941335 100.0 23-Jun-95 1,550,000 18 75.0
0939952 97.0 31-May-95 158,888 167 71.0
0940239 100.0 22-Jun-95 532 46,686 52.0
0938427 88.0 14-Sep-95 190,895 119 75.0
0937101 94.0 13-Jun-95 313 70,577 75.0
0939183 97.0 01-Jun-95 644 31,418 67.0
0942522 0.0 444 43,099 69.0
0942522A 95.0 15-Jun-95 236 0 0.0
0942522B 94.0 14-Jun-95 208 0 0.0
0940744 0.0 273,448 69 73.0
0940744A 83.0 31-Mar-95 53,412 0 0.0
0940744B 95.0 31-Mar-95 112,381 0 0.0
0940744C 95.0 31-Mar-95 61,508 0 0.0
0940744D 97.0 31-Mar-95 46,147 0 0.0
0939407 90.0 15-Jun-95 340,145 56 69.0
0938774 98.0 01-Jun-95 274,227 66 82.0
0938270 100.0 08-Nov-95 223,455 80 70.0
0939043 98.0 01-Jun-95 178,615 100 70.0
0938609 100.0 24-Jun-95 380 44,514 69.0
0942765 99.0 07-Jun-95 111,299 146 71.0
0942091 92.0 11-Jun-95 316 50,477 68.0
0939766 58.0 20-Jul-95 404,830 39 54.0
0943083 100.0 19-Dec-94 358,357 43 67.0
0941670 99.0 14-Jun-95 226 66,372 69.0
0937836 98.0 23-Jun-95 268 55,435 73.0
0940100 98.0 15-Jun-95 519 27,104 71.0
0942029 100.0 13-Jun-95 123,077 104 75.0
0940355 96.0 06-Dec-95 116,445 104 69.0
0935840 86.0 05-Jul-95 284,057 43 73.0
0941906 0.0 348,840 32 47.0
0941906A 91.0 31-Jul-95 233,847 0 0.0
0941906B 96.0 31-May-95 90,093 0 0.0
0941906C 91.0 31-Jul-95 24,900 0 0.0
0934999 94.0 14-Jun-95 120,627 89 75.0
0941116 100.0 14-Jun-95 125,332 85 75.0
0942297 99.0 30-Mar-95 206,827 51 75.0
0911 98.0 28-Jul-95 304,082 34 66.0
0941307 96.0 01-Dec-94 424 24,364 59.0
0942224 95.0 14-Jun-95 420 23,751 73.0
0940367 97.0 31-Dec-94 145,938 68 74.0
0941025 99.0 17-Jul-95 372 26,294 72.0
0940938 99.0 01-Jun-95 109,744 88 65.0
[PAGE 1 OF 14]
</TABLE>
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0937903 37 Office MOUNTAIN VIEW OFFICE PARK 820,830 BEAR TAVERN ROAD EWING TOWNSHIP
0941608 38 Office PENNSYLVANIA MEDICAL SOCIETY 777 EAST PARK DRIVE HARRISBURG
0939882 39 Retail CALHOUN VILLAGE SHOPPING CTR 3220 W LAKE STREET MINNEAPOLIS
0937162 40 Multifamily PARK RIDGE APARTMENTS 810 PARK RIDGE ROAD DURHAM
0942972 41 Multifamily RIVER OAKS APARTMENTS 4400 PLEASANT HILL ROAD DULUTH
0941278 42 Multifamily RIVER EDGE APARTMENTS 1603 COUNTY LANE EWING TOWNSHIP
0940501 43 Office PAPAGO MEDICAL PARK 1331 N. 7TH STREET PHOENIX
0939328 44 Retail ATCO PLAZA Various Various
0939328A 44A Retail ATCO PLAZA 233 WHITE HORSE PIKE WATERFORD TOWNSHIP
0939328B 44B Retail PLAZA 70 ROUTE 70 EAST EVESHAM TOWNSHIP
0939328C 44C Retail PITMAN CENTER SEC WOODBURY AVE & ELWOOD PITMAN BOROUGH
0939328D 44D Retail BLACKWOOD CENTER SEC BLACKHORSE PIKE & ASYLA GLOUCESTER TOWNSHIP
0939328E 44E Retail CENTER SQUARE HURFFVILLE -- CROSS KEYS ROAD WASHINGTON TOWNSHIP
0939316 45 Multifamily GEORGETOWN COURT 3251 PROSPECT STREET, N W WASHINGTON
0938981 46 Retail CENTRE AT UNIVERSITY PARKWAY 8324 LOCKWOOD RIDGE ROAD SARASOTA
0942923 47 Multifamily ST. REGIS APARTMENTS 2201-2301 TREMONT STREET PHILADELPHIA
0939754 48 Industrial WILLOW PARK 1350,1360 WILLOW ROAD MENLO PARK
0937848 49 Retail MUIR STATION SHOPPING CENTER S W C MUIR STATION RD & CENTER MARTINEZ
0941013 50 Office HOLGATE CENTER 1737 & 1751 AIRPORT WAY SOUTH SEATTLE
0940914 51 Multifamily BRIARBROOK VILLAGE 1001-1295 BRIARBROOK DRIVE, ET WHEATON
0942352 52 Office 300 OXFORD DRIVE 300 OXFORD DRIVE MONROEVILLE
0939171 53 Office MEADOWBROOK MEDICAL BUILDING 6490 EXCELSIOR BUILDING ST. LOUIS PARK
0934203 54 Retail RAMPART VILLAGE CENTER NORTH UNION AND BRIARGATE BLVD COLORADO SPRINGS
0942844 55 Retail OXBORO SQUARE SHOPPING CENTER 401 WEST 98th STREET BLOOMINGTON
0941700 56 Office WESTFIELD SOUTHVIEW PLAZA 600 SOUTH AVENUE WESTFIELD
0935670 57 Multifamily TIFFANY OAKS APARTMENTS 351 S NORTHLAKE BOULEVARD ALTAMONTE SPRINGS
0941414 58 Office GATEWAY EAST & WEST 6188 & 6192 OXON HILL ROAD OXON HILL
0940276 59 Retail SUNSET RIDGE 6400 N NEW BRAUNFELS DRIVE SAN ANTONIO
0941219 60 Office AQUATIC PARK CENTER -- PHASE I Various Various
0941219A 60A Warehouse AQUATIC PARK CENTER -- PHASE I 890 HEINZ AVENUE BERKELEY
0941219B 60B Office 2910 7TH STREET 2910 7TH STREET BERKELEY
0940872 61 Warehouse 1717 WEST AIRFIELD DRIVE 1717 WEST AIRFIELD DRIVE GRAPEVINE
0940598 62 Multifamily CHARLES AVE CTR / CEZANNE APTS 440 -- 470 E. EL CAMINO REAL SUNNYVALE
0941517 63 Multifamily KELSEY RIDGE APARTMENTS 1680 134TH AVENUE, S E BELLEVUE
0943549 64 Industrial MOFFETT BUSINESS PARK 1399 Moffett Park Drive SUNNYVALE
0937320 65 Warehouse 44348,68,88 OLD WARM SPRINGS B 44348,68,88 OLD WARM SPRINGS B FREMONT
0941785 66 Retail PERIMETER PLACE SHOP. CENTER HWY 441 & STATE ROAD 353 DOUGLAS
0942881 67 Multifamily WEYMOUTH COMMONS EAST ASSOC. 28-170 AUDUBON ROAD WEYMOUTH
0939924 68 Retail MARINER SQUARE SHOPPING CENTER 13050 CORTEZ BLVD. SPRINGHILL
0941153 69 Office THE AMES BUILDING ONE COURT STREET BOSTON
0940638 70 Retail HOME DEPOT PLAZA 1725-1977 34TH STREET NORTH ST. PETERSBURG
0942236 71 Multifamily HIGHLAND HOUSE APARTMENTS 43-49 HIGHLAND & 9-11 HIGHLAND RANDOLPH
0942571 72 Multifamily WYNFIELD TRACE APARTMENTS 1700 WYNFIELD TRACE NORCROSS
0942856 73 Multifamily HABITAT APARTMENTS ON THE LAKE 2504 SOUTH CONWAY ROAD ORLANDO
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0937903 NJ 08648 1 1 9,435,723 Amortizing 8.500 942,144
0941608 PA 17111 1 1 9,375,825 Amortizing 10.250 1,111,668
0939882 MN 55408 1 1 9,119,968 Amortizing 9.250 951,960
0937162 NC 27713 1 1 9,102,132 Amortizing 9.750 1,005,204
0942972 GA 30136 1 1 8,882,593 Amortizing 9.375 904,284
0941278 NJ 08648 1 1 8,873,346 Amortizing 10.000 1,035,924
0940501 AZ 85016 1 1 8,872,349 Amortizing 9.375 933,372
0939328 Vr Vrs 1 1 8,840,494 Amortizing 8.500 953,184
0939328A NJ 08004 0 0.000 0
0939328B NJ 08053 0 0.000 0
0939328C NJ 08071 0 0.000 0
0939328D NJ 08012 0 0.000 0
0939328E NJ 08080 0 0.000 0
0939316 DC 20007 1 1 8,628,658 Amortizing 8.625 860,004
0938981 FL 34206 2 1 8,545,641 Amortizing 7.900 758,796
0942923 PA 19401 1 1 8,446,115 Amortizing 9.375 1,025,628
0939754 CA 94025 2 1 8,410,060 Amortizing 8.500 866,412
0937848 CA 94553 2 1 8,372,514 Amortizing 8.875 861,804
0941013 WA 98134 1 1 8,303,051 Amortizing 9.310 863,424
0940914 IL 60187 1 1 8,301,036 Amortizing 9.375 934,236
0942352 PA 15146 1 1 7,952,137 Amortizing 8.875 805,104
0939171 MN 55426 1 1 7,810,950 Amortizing 10.500 963,072
0934203 CO 80920 1 1 7,724,432 Amortizing 8.750 731,364
0942844 MN 55420 2 1 7,716,766 Amortizing 9.750 819,636
0941700 NJ 07091 1 1 7,694,045 Amortizing 9.500 809,364
0935670 FL 32701 1 1 7,665,840 Amortizing 8.750 789,264
0941414 MD 20745 1 1 7,574,691 Interest Only 9.250 700,668
0940276 TX 78201 2 1 7,569,518 Amortizing 9.000 773,184
0941219 Vr Vrs 1 1 7,316,744 Amortizing 9.875 812,100
0941219A CA 94704 0 0.000 0
0941219B CA 94596 0 0.000 0
0940872 TX 76051 1 1 7,094,480 Amortizing 9.750 933,348
0940598 CA 94086 2 1 7,046,957 Amortizing 9.375 758,652
0941517 WA 98006 1 1 7,018,249 Amortizing 10.125 776,868
0943549 CA 94089 1 1 6,750,000 Interest Only 7.000 472,500
0937320 CA 94539 2 1 6,635,354 Amortizing 9.750 732,000
0941785 GA 31533 1 1 6,452,260 Amortizing 10.000 741,504
0942881 MA 02188 1 1 6,364,453 Amortizing 9.500 702,456
0939924 FL 33579 1 1 6,272,214 Amortizing 9.750 680,460
0941153 MA 02108 1 1 6,221,552 Interest Only 8.375 521,055
0940638 FL 33714 1 1 6,114,657 Amortizing 8.250 691,224
0942236 MA 02368 1 1 6,089,667 Amortizing 9.000 616,044
0942571 GA 30092 1 1 6,067,299 Amortizing 9.250 621,948
0942856 FL 32812 1 1 6.051,103 Interest Only 9.625 582,419
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0937903 1,248,984 1.33 STAT 13-Jul-88 01-Aug-98
0941608 1,111,879 1.00 '94 06-Aug-90 01-Sep-2015
0939882 895,456 0.94 '94 31-Jul-89 05-Aug-99
0937162 1,304,034 1.30 '94 29-Jan-88 01-Mar-98
0942972 1,398,350 1.55 '94 31-Oct-91 15-Nov-96
0941278 1,204,931 1.16 '94 02-Jul-90 15-Jul-2015
0940501 1,009,330 1.08 '94 10-Oct-89 01-Nov-99
0939328 1,152,309 1.21 '94 15-May-89 01-Jun-99
0939328A 0 0.00
0939328B 0 0.00
0939328C 0 0.00
0939328D 0 0.00
0939328E 0 0.00
0939316 1,084,712 1.26 '94 05-Apr-89 16-May-99
0938981 1,032,054 1.36 '94 31-Jan-89 01-Feb-99 01-Feb-2009
0942923 1,042,358 1.02 '94 20-Nov-91 22-Nov-96
0939754 908,458 1.05 '94 27-Jul-89 05-Aug-97 05-Aug-2000
0937848 924,948 1.07 '94 24-May-88 10-Jun-98 10-Jun-2003
0941013 1,118,199 1.30 '94 16-May-90 01-Jun-2000
0940914 1,164,921 1.25 '94 15-Feb-90 10-Mar-2000
0942352 754,508 0.94 STAT 10-Apr-91 15-Apr-99
0939171 1,304,183 1.35 STAT 12-Apr-89 01-May-2014
0934203 807,511 1.10 '94 24-Oct-86 20-Nov-2001
0942844 960,384 1.17 '94 01-Oct-91 15-Oct-96 15-Oct-2001
0941700 1,068,801 1.32 '94 27-Aug-90 05-Sep-2010
0935670 1,023,125 1.30 '94 05-Oct-87 01-Nov-97
0941414 789,570 1.13 STAT 26-Jun-90 16-Jul-2000 16-Jul-2000
0940276 1,152,956 1.49 STAT 23-Oct-89 01-Nov-99 01-Nov-2009
0941219 788,100 0.97 '94 14-Jun-90 15-Jun-2000
0941219A 0 0.00
0941219B 0 0.00
0940872 1,002,329 1.07 '94 12-Dec-89 01-Jan-2010
0940598 894,193 1.18 '94 05-Dec-89 01-Jan-2000 01-Jan-2005
0941517 898,251 1.16 '94 30-May-90 10-Jun-2000
0943549 812,396 1.72 STAT 14-Oct-93 01-Aug-2001 01-Aug-2001
0937320 873,878 1.19 '94 23-Feb-88 15-Mar-98 15-Mar-2003
0941785 956,372 1.29 '94 27-Jun-91 20-Jul-2016
0942881 1,070,121 1.52 '94 13-Nov-91 01-Dec-96
0939924 753,320 1.11 '94 02-Aug-89 01-Sep-2019
0941153 528,885 1.02 '94 30-May-90 01-Jun-2000 01-Jun-2000
0940638 856,761 1.24 '94 29-Jan-90 10-Feb-2005
0942236 727,364 1.18 '94 29-Jan-91 31-Aug-2000
0942571 820,343 1.32 '94 15-Apr-91 15-Apr-96
0942856 1,057,702 1.82 '94 31-Oct-91 05-Nov-96 05-Nov-96
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0937903 30 300 YM 01-Aug-98 1987
0941608 235 238 Open 1989
0939882 43 300 YM 05-Aug-99 1988
0937162 25 300 YM 15-Feb-98 1986
0942972 10 342 YM 15-Oct-96 31-Dec-92 1991
0941278 234 300 YM 15-Jul-15 1976
0940501 45 303 YM 01-Nov-99 1990
0939328 40 300 YM 01-Jun-99 Vrs
0939328A 0 0 1988
0939328B 0 0 1973
0939328C 0 0 1973
0939328D 0 0 1963
0939328E 0 0 1988
0939316 40 300 YM 16-Apr-99 1980
0938981 156 360 YM 01-Feb-99 1989
0942923 10 240 YM 22-Nov-96 1968
0939754 55 276 YM 05-Aug-97 1986
0937848 89 300 YM 11-May-98 1987
0941013 52 360 YM 01-Jun-2000 1952
0940914 50 300 YM 10-Mar-2000 1972
0942352 39 300 YM 15-Mar-99 1991
0939171 219 286 YM 01-May-2014 1972
0934203 70 360 YM 20-Nov-2001 1986
0942844 69 360 YM 15-Oct-96 1986
0941700 176 300 YM 05-Aug-2010 1980
0935670 21 300 YM 01-Nov-97 1985
0941414 54 0 Locked 16-Jul-97 16-Jul-97 1972
0940276 165 306 YM 01-Nov-99 1951
0941219 53 336 YM 15-Jun-2000 Vrs
0941219A 1970
0941219B 1984
0940872 167 240 YM 01-Jan-2010 1989
0940598 107 336 YM 17-Dec-99 1987
0941517 53 360 YM 10-Jun-2000 1988
0943549 66 0 Declining 01-Aug-2000 1981
0937320 86 360 YM 12-Mar-98 1985
0941785 246 300 YM 20-Jul-2016 1991
0942881 10 300 YM 01-Nov-96 1977
0939924 283 360 YM 01-Sep-2019 1989
0941153 52 0 YM 01-Jun-2000 1891
0940638 109 216 YM 10-Feb-2005 1984
0942236 55 300 YM 31-Aug-2000 1969
0942571 3 312 YM 15-Apr-96 1989
0942856 10 0 YM 05-Oct-96 1972
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0937903 100.0 01-Mar-95 108,277 87 68.0
0941608 100.0 18-May-95 131,488 71 67.0
0939882 95.0 15-May-95 88.861 103 74.0
0937162 93.0 24-Apr-95 308 29,552 73.0
0942972 100.0 20-Jun-95 216 41,123 65.0
0941278 95.0 22-Jun-95 306 28,998 61.0
0940501 90.0 25-May-95 79,601 111 75.0
0939328 0.0 183,000 48 75.0
0939328A 100.0 01-Jun-95 48,800 0 0.0
0939328B 100.0 01-Jun-95 25,200 0 0.0
0939328C 100.0 01-Jun-95 25,000 0 0.0
0939328D 93.0 01-Jun-95 49,000 0 0.0
0939328E 100.0 01-Jun-95 35,000 0 0.0
0939316 100.0 19-Oct-94 35 246,533 69.0
0938981 100.0 31-Mar-95 115,967 74 75.0
0942923 92.0 17-Jun-95 279 30,273 67.0
0939754 100.0 27-Jun-95 100,231 84 70.0
0937848 94.0 07-Jun-95 85,980 97 75.0
0941013 100.0 07-Feb-95 132,456 63 75.0
0940914 97.0 19-Jun-95 342 24,272 71.0
0942352 90.0 19-Jun-95 90,725 88 75.0
0939171 97.0 21-Jun-95 133,472 59 68.0
0934203 99.0 19-Jun-95 96,144 80 74.0
0942844 98.0 01-Dec-94 93,742 82 75.0
0941700 100.0 15-Jul-95 69,250 111 74.0
0935670 96.0 16-Jun-95 288 26,618 73.0
0941414 86.0 01-Apr-95 113,928 66 70.0
0940276 97.0 12-Jun-95 102,031 74 75.0
0941219 0.0 68,034 108 75.0
0941219A 100.0 01-Jun-95 24,275 0 0.0
0941219B 100.0 14-Jun-95 43,759 0 0.0
0940872 100.0 20-Jul-95 498,800 14 75.0
0940598 94.0 20-Jun-95 57 123,631 70.0
0941517 92.0 23-Jun-95 184 38,143 69.0
0943549 100.0 14-Mar-95 91,868 73 80.0
0937320 100.0 15-Jun-95 171,360 39 75.0
0941785 100.0 22-Jun-95 175,281 37 70.0
0942881 88.0 12-Jul-95 198 32,144 65.0
0939924 98.0 24-Mar-95 99,112 63 75.0
0941153 91.0 19-Jun-95 69,940 89 50.0
0940638 100.0 01-Mar-95 120,966 51 75.0
0942236 98.0 01-Jul-95 172 35,405 73.0
0942571 97.0 15-Jun-95 146 41,557 68.0
0942856 96.0 22-Aug-95 344 17,590 60.0
[PAGE 2 OF 14]
</TABLE>
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0938130 74 Warehouse ANGELO BROS. HEADQUARTERS BLDG 12401 MCNULTY PHILADELPHIA
0937502 75 Industrial CENTENNIAL VALLEY BUSINESS PK. 1315 CENTURY DRIVE LOUISVILLE
0940732 76 Retail SUNNYSIDE PLAZA 205 9895 SE SUNNYSIDE ROAD CLACKAMAS
0933624 77 Multifamily WOODS EDGE APARTMENTS 14001 COVE LANE #201 ROCKVILLE
0940380 78 Retail SHOPS AT COMMERCE PLACE 2201-2241 ROUTE 1 SOUTH N. BRUNSWICK
0939432 79 Industrial 400-438 LITTLEFIELD AVENUE 400-438 LITTLEFIELD AVENUE SO. SAN FRANCISCO
0940781 80 Industrial A G F A / COMPUGRAPHICS 80 INDUSTRIAL WAY WILMINGTON
0935682 81 Multifamily TIMBERLAKE APARTMENTS I I 780 JAMESTOWN BOULEVARD ALTAMONTE SPRINGS
0942558 82 Multifamily QUAIL HILL APARTMENTS 20800 LAKE CHABOT ROAD CASTRO VALLEY
0935207 83 Retail EUSTIS SQUARE SHOPPING CENTER 100-332 ARDICE AVENUE EUSTIS
0950 84 Retail TERRACE AT WINDY HILL 3000 WINDY HILL ROAD ATLANTA
0931652 85 Retail RANDALL'S CTR/KEEGAN'S MEADOW 11753 WEST BELLFORT STAFFORD
0943769 86 Retail ALPHARETTA CROSSING SHPG CTR 175 HAYNES BRIDGE ROAD ALPHARETTA
0942753 87 Warehouse TRI -- CENTER SOUTH I 2516 OLD CORNWALLIS ROAD DURHAM
0943472 88 Warehouse OAKCLIFF INDUSTRIAL CENTER Various Various
0943472A 88A Warehouse OAKCLIFF INDUSTRIAL CENTER 3400-3406 OAKCLIFF ROAD ATLANTA
0943472B 88B Warehouse TRANSCONTINENTAL WAREHOUSE 3793 NORTH PEACHTREE ROAD ATLANTA
0943472C 88C Warehouse 4215 WENDELL DRIVE 4215 WENDELL DRIVE ATLANTA
0943472D 88D Warehouse 4705-4725 BAKERS FERRY ROAD 4705-4725 BAKERS FERRY ROAD ATLANTA
0943472E 88E Warehouse 2080-2086 GENERAL TRUMAN ST 2080-2086 GENERAL TRUMAN ST ATLANTA
0943472F 88F Warehouse 1730 MACARTHUR BLVD. 1730 MACARTHUR BLVD. ATLANTA
0943472G 88G Warehouse 1660 CHATTAHOOCHEE AVE. 1660 CHATTAHOOCHEE AVE. ATLANTA
0943472H 88H Warehouse 1785 MACARTHUR BOULEVARD 1785 MACARTHUR BOULEVARD ATLANTA
0939353 89 Industrial 1382 BELL AVENUE 1382 BELL AVENUE TUSTIN
0940525 90 Office CAROL STREAM TECH CENTER 191 SOUTH GARY AVENUE CAROL STREAM
0935761 91 Retail SPRING CENTER 8603-8653 16TH STREET SILVER SPRINGS
0943408 93 Industrial READ -- RITE 31 SOUTH MILPITAS BLVD MILPITAS
0937540 94 Office ONE BEACH STREET ONE BEACH STREET San Francisco
0937370 95 Retail CHEROKEE SHOPPING CENTER 320-580 CHEROKEE LANE LODI
0938520 96 Multifamily 3120 MISSION STREET 3120 MISSION ST./3425-35 ARMY SAN FRANCISCO
0942959 97 Office VOLVO BUILDING (MONTVALE IV) 25 PHILLIPS PARKWAY MONTVALE
0938476 99 Retail EMPORIUM PLAZA 3501 CAPITAL BOULEVARD RALEIGH
0939894 100 Office WOOD STREET OFFICE BUILDING 2033 & 2055 WOOD STREET SARASOTA
0931676 101 Office LINCOLN BUILDING WEST 818 RIVERSIDE DRIVE SPOKANE
0940999 102 Warehouse A. W. MENDENHALL 2301 LUNT AVENUE ELK GROVE VILLAGE
0939821 103 Retail PENROSE PLAZA SHOPPING CENTER 3000 ISLAND AVENUE PHILADELPHIA
0940057 104 Multifamily FOX RUN APARTMENTS I I 1200 FOX RUN CIRCLE BEAR
0939857 105 Office 53 CARDINAL DRIVE 53 CARDINAL DRIVE WESTFIELD
0938749 106 Office MURRAY HILL INN & OFFICE PARK Various Various
0938749A 106A Office MURRAY HILL INN & OFFICE PARK 219 SOUTH STREET NEW PROVIDENCE
0938749B 106B Hospitality MURRAY HILL INN 219 SOUTH STREET NEW PROVIDENCE
0939572 108 Retail PALM COURT S W C CALIFORNIA BLVD. WALNUT CREEK
0939560 109 Warehouse LONGS DRUGS DISTRIBUTION CTR. 900-960 DUPONT AVE. ONTARIO
0932504 110 Industrial 80, 90 ROSE ORCHD & 3190 N 1ST 80, 90 ROSE ORCHD & 3190 N 1ST SAN JOSE
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0938130 PA 19154 1 1 6,027,463 Amortizing 8.000 739,212
0937502 CO 80027 1 1 6,024,875 Amortizing 9.000 627,612
0940732 OR 97015 1 1 5,994,006 Amortizing 9.375 628,812
0933624 MD 20851 1 1 5,917,589 Amortizing 8.500 635,640
0940380 NJ 8902 1 1 5,848,034 Amortizing 9.125 602,688
0939432 CA 94080 1 1 5,804,741 Amortizing 8.500 581,040
0940781 MA 01887 1 1 5,784,978 Amortizing 9.500 659,724
0935682 FL 32714 1 1 5,749,380 Amortizing 8.750 591,948
0942558 CA 94546 1 1 5,691,462 Amortizing 9.250 582,456
0935207 FL 32726 2 1 5,625,257 Amortizing 9.000 657,048
0950 GA 30339 1 1 5,522,071 Amortizing 8.500 534,100
0931652 TX 77477 2 1 5,513,876 Amortizing 9.375 619,584
0943769 GA 30201 1 1 5,362,500 IO then Amorti 8.750 469,219
0942753 NC 27705 1 1 5,334,841 Amortizing 9.500 554,964
0943472 Vr Vrs 2 1 5,312,470 Amortizing 8.250 662,796
0943472A GA 30340 0 0.000 0
0943472B GA 30318 0 0.000 0
0943472C GA 30336 0 0.000 0
0943472D GA 30336 0 0.000 0
0943472E GA 30318 0 0.000 0
0943472F GA 30318 0 0.000 0
0943472G GA 30318 0 0.000 0
0943472H GA 30318 0 0.000 0
0939353 CA 92680 1 1 5,243,936 Amortizing 8.750 495,624
0940525 IL 60188 1 1 5,235,130 Amortizing 9.625 561,000
0935761 MD 20910 1 1 5,203,029 Amortizing 9.000 545,256
0943408 CA 95035 1 1 5,175,000 Interest Only 7.750 401,063
0937540 CA 94133 1 1 5,150,847 Amortizing 9.750 567,048
0937370 CA 95240 2 1 5,137,982 Amortizing 9.500 556,416
0938520 CA 94104 1 1 5,082,445 Amortizing 10.625 724,896
0942959 NJ 07645 2 1 5,068,828 Amortizing 9.875 631,464
0938476 NC 27604 1 1 5,053,635 Amortizing 8.875 517,200
0939894 FL 34230 1 1 5,048,224 Amortizing 10.000 558,144
0931676 WA 99201 2 1 4,968,525 Amortizing 9.000 544,884
0940999 IL 60007 2 1 4,954,820 Amortizing 9.250 514,224
0939821 PA 19153 1 1 4,917,609 Amortizing 8.750 493,968
0940057 DE 19720 1 1 4,875,198 Amortizing 8.375 479,052
0939857 NJ 07090 2 1 4,868,313 Amortizing 10.250 548,424
0938749 Vr Vrs 1 1 4,866,439 Amortizing 8.900 571,416
0938749A NJ 07974 0 0.000 0
0938749B NJ 07974 0 0.000 0
0939572 CA 94596 2 1 4,779,466 Amortizing 9.000 490,728
0939560 CA 91761 1 1 4,776,431 Amortizing 10.375 544,440
0932504 CA 95134 1 1 4,770.859 Amortizing 9.950 780,000
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0938130 1,013,868 1.37 '94 19-Aug-88 01-Sep-98
0937502 858,733 1.37 '94 29-Mar-88 15-Apr-98
0940732 818,911 1.30 '94 07-Dec-89 15-Jan-2000
0933624 767,025 1.21 '94 11-Jun-86 05-Jul-96
0940380 568,997 0.94 '94 06-Nov-89 15-Nov-99
0939432 784,804 1.35 STAT 05-May-89 15-May-2006
0940781 1,058,022 1.60 '94 11-Dec-89 01-Jan-2000
0935682 817,826 1.38 '94 05-Oct-87 01-Nov-97
0942558 583,638 1.00 '94 21-May-91 05-Jun-96
0935207 661,057 1.01 STAT 29-Jun-87 01-Jul-97 01-Jul-2002
0950 667,527 1.25 STAT 01-Jan-96 31-Dec-2002
0931652 974,117 1.57 '94 15-Mar-85 10-Apr-96 10-Apr-2015
0943769 650,262 1.39 STAT 26-Sep-94 01-Oct-96 01-Oct-2004
0942753 691,730 1.25 '94 12-Nov-91 15-Nov-96
0943472 1,238,628 1.87 STAT 11-Feb-93 10-Mar-98 10-Mar-2008
0943472A 0 0.00
0943472B 0 0.00
0943472C 0 0.00
0943472D 0 0.00
0943472E 0 0.00
0943472F 0 0.00
0943472G 0 0.00
0943472H 0 0.00
0939353 595,918 1.20 PF 01-Mar-89 10-Aug-2002
0940525 1,093,949 1.95 '94 17-Nov-89 01-Dec-99
0935761 858,786 1.58 '94 09-Oct-87 15-Nov-97
0943408 765,980 1.91 STAT 03-Nov-92 01-Dec-2002 01-Dec- 2002
0937540 1,070,679 1.89 '94 19-Apr-88 10-May-98
0937370 718,822 1.29 '94 02-Mar-88 01-Apr-98 01-Apr-2003
0938520 1,733,353 2.39 '94 29-Nov-88 15-Dec-2008
0942959 868,563 1.38 '94 07-Jan-92 10-Feb-2002 10-Jan-2012
0938476 617,866 1.19 '94 31-Oct-88 10-Nov-98
0939894 632,480 1.13 STAT 09-Aug-89 15-Aug-2019
0931676 575,719 1.06 STAT 28-Mar-85 01-Apr-2000 01-Apr-2010
0940999 700,992 1.36 '94 26-Feb-90 01-Mar-2000 01-Mar-2005
0939821 696,966 1.41 PF 18-Jul-89 01-Aug-99
0940057 566,065 1.18 '94 11-Sep-89 15-Dec-98
0939857 710,219 1.30 '94 19-Jul-89 05-Sep-99 05-Aug-2004
0938749 1,027,332 1.80 '94 05-Jan-89 01-Feb-2004
0938749A 0 0.00
0938749B 0
0939572 880,843 1.79 '94 10-May-89 01-Jun-98 1-Jun-2004
0939560 591,161 1.09 '93 01-May-89 01-Jun-99
0932504 784,898 1.01 STAT 19-Aug-85 01-Sep-99
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0938130 31 180 YM 01-Sep-98 1988
0937502 27 360 YM 15-Apr-98 1988
0940732 48 360 YM 15-Jan-2000 1987
0933624 6 252 YM 01-Jul-96 1965
0940380 46 343 YM 15-Nov-99 1989
0939432 124 270 YM 15-May-2006 1972
0940781 47 247 YM 01-Jan-2000 1969
0935682 21 300 YM 01-Nov-97 1984
0942558 5 360 YM 05-May-96 1990
0935207 77 225 YM 01-Jul-97 1984
0950 84 300 Locked 01-Jul-2002 01-Jan-98 1985
0931652 231 288 YM 10-Apr-96 1983
0943769 104 300 YM 01-Jun-2004 1989
0942753 10 360 YM 15-Oct-96 1991
0943472 146 192 YM 10-Mar-98 Vrs
0943472A 0 0 1974
0943472B 0 0 1975
0943472C 0 0 1974
0943472D 0 0 1973
0943472E 0 0 1973
0943472F 0 0 1971
0943472G 0 0 1971
0943472H 0 0 1973
0939353 79 360 YM 10-Aug-2002 1985
0940525 46 360 YM 01-Dec-99 1988
0935761 22 300 YM 15-Nov-97 1986
0943408 82 0 YM 01-Dec-2002 1982
0937540 28 360 YM 10-May-98 1924
0937370 86 300 YM 29-Mar-98 1981
0938520 155 240 YM 15-Dec-2008 1929
0942959 192 240 YM 10-Feb-2002 1991
0938476 34 300 YM 10-Oct-98 1988
0939894 283 360 YM 15-Aug-2019 1984
0931676 170 252 Locked 01-Apr-2000 1963
0940999 109 348 YM 01-Mar-2000 1988
0939821 42 299 YM 01-Aug-99 1986
0940057 35 300 YM 15-Dec-98 1989
0939857 103 360 YM 06-Aug-99 1989
0938749 96 216 YM 01-Feb-2004 Vrs
0938749A 0 0 1983
0938749B 0 0 1983
0939572 100 336 YM 22-May-98 1965
0939560 40 324 YM 01-Jun-99 1987
0932504 43 146 YM 01-Sep-99 1985
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0938130 100.0 01-Jul-95 229,755 26 75.0
0937502 100.0 08-Jun-95 106,750 56 75.0
0940732 100.0 10-Mar-95 53,279 113 74.0
0933624 97.0 13-Jun-95 162 36,528 75.0
0940380 96.0 16-Jun-95 42,208 139 75.0
0939432 100.0 21-Jun-95 166,640 35 71.0
0940781 100.0 01-Jun-95 230,807 25 60.0
0935682 96.0 21-Jun-95 236 24,362 71.0
0942558 97.0 12-Jun-95 96 59,286 69.0
0935207 93.0 10-Jun-95 125,191 45 75.0
0950 85.0 08-Nov-95 76,463 72 75.0
0931652 83.0 15-Mar-95 124,100 44 69.0
0943769 100.0 13-Jun-95 95,504 56 77.0
0942753 100.0 07-Jun-95 170,000 31 66.0
0943472 0.0 570,734 9 52.0
0943472A 88.0 15-May-95 174,860 0 0.0
0943472B 100.0 15-May-95 93,557 0 0.0
0943472C 100.0 15-May-95 77,089 0 0.0
0943472D 92.0 15-May-95 79,068 0 0.0
0943472E 100.0 15-May-95 52,983 0 0.0
0943472F 100.0 15-May-95 33,437 0 0.0
0943472G 100.0 15-May-95 33,340 0 0.0
0943472H 100.0 15-May-95 26,400 0 0.0
0939353 100.0 08-Jun-95 121,443 43 67.0
0940525 100.0 13-Jun-95 69,132 76 74.0
0935761 97.0 25-Jan-95 49,851 104 70.0
0943408 100.0 05-Jun-95 95,685 54 125.0
0937540 100.0 21-Jun-95 104,241 49 53.0
0937370 97.0 08-Jun-95 123,736 42 75.0
0938520 100.0 14-Feb-95 74 68,682 51.0
0942959 100.0 20-Jun-95 51,155 99 71.0
0938476 91.0 01-May-95 80,781 63 71.0
0939894 96.0 31-Aug-95 51,862 97 75.0
0931676 66.0 01-Feb-95 116,322 43 72.0
0940999 100.0 01-Jun-95 171,565 29 74.0
0939821 91.0 15-Jun-95 58,700 84 73.0
0940057 94.0 21-Jun-95 132 36,933 75.0
0939857 100.0 31-Dec-94 48,114 101 69.0
0938749 0.00 31,983 152 53.0
0938749A 86.0 24-Mar-95 31,983 0 0.0
0938749B 90.0 09-Sep-94 54,540 0 0.0
0939572 98.0 01-Jun-95 42,936 111 67.0
0939560 100.0 16-Jun-95 175,240 27 69.0
0932504 100.0 15-Jun-95 96,230 50 61.0
[PAGE 3 OF 14]
</TABLE>
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<PAGE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0940860 111 Multifamily ENCINO PALMS APARTMENTS 17600 BURBANK BOULEVARD ENCINO
0940422 112 Office MAIN STREET CENTER Various Various
0940422A 112A Office MAIN STREET CENTER 1001 EAST MAIN ST. CHARLES
0940422B 112B Office NORTH AVENUE OFFICE PARK 1650, 1652, 1750 EAST MAIN ST. ST. CHARLES
0940016 113 Retail NAHATAN PLACE 111 LENOX STREET NORWOOD
0940471 114 Retail FAIRYLAND 1 SHOPPING CENTER Various Various
0940471A 114A Retail FAIRYLAND 1 SHOPPING CENTER 275 ROUTE 22, EAST SPRINGFIELD
0940471B 114B Retail BLOCKBUSTER VIDEO CENTER 579-599 ROUTE 22 EAST NORTH PLAINFIELD
0942467 115 Office 400 OXFORD DRIVE 400 OXFORD DRIVE MONROEVILLE
0934719 116 Retail MERCADO FIESTA SHOPPING CENTER S E C SOUTHERN AV & LONGMORE S MESA
0940185 117 Retail ADOBE SHOPPING CENTER 2960--3096 CASTRO VALLEY BLVD CASTRO VALLEY
010041 118 Retail K-MART STORE NO. 7533 157 CRAFT DRIVE ALAMOSA
0942399 119 Warehouse CENTENNIAL INDUSTRIAL PARK #21-31 COLONIAL DR. PISCATAWAY TWP.
0935566 120 Retail HARBOR -- EDINGER PLAZA 11940 EDINGER AVE. FOUNTAIN VALLEY
0942534 121 Warehouse TEAGARDEN STREET 2953,3041,3073 TEAGARDEN ST. SAN LEANDRO
0942777 122 Industrial 630-640 DOWD AVENUE 630-640 DOWD AVENUE ELIZABETH
0937952 123 Warehouse CENTRAL AVENUE ASSOCIATES 558 CENTRAL AVENUE NEW PROVIDENCE
0942340 124 Office ONE NEEDHAM PLACE REALTY TRUST 50 CABOT STREET NEEDHAM
0931 125 Office THOUSAND OAKS FINANCIAL PLAZA 195-325 EAST HILLCREST DRIVE THOUSAND OAKS
0934215 126 Multifamily NUTWOOD EAST APARTMENTS 2436-2458 E. NUTWOOD AVE. FULLERTON
0938555 127 Multifamily FOX RUN APARTMENTS S W C ROUTE 72 & ROUTE 40 BEAR
0934720 128 Multifamily SAVANNAH OAKS APARTMENTS 1029 FRANKLIN ROAD MARIETTA
0941589 129 Industrial HUNTINGTON VALLEY IND. CENTER 3971 MANN RD./1448 COUNTY LIN LOWER MORELAND TOWNS
0938658 130 Retail ARNOLD STATION SHOPPING CENTER 1450-1460 RITCHIE HIGHWAY ARNOLD
0938038 131 Multifamily AUTUMN RIDGE APARTMENTS 100 AUTUMD RIDGE TRAIL ATLANTA
0938919 132 Multifamily SOUTHGATE APARTMENTS 10A-20G FAIRVIEW AVENUE PERKASIE BOROUGH
060041 133 Retail K-MART STORE NO. 3969 1020 STRATFORD RD. MOSES LAKE
080049 134 Retail K-MART STORE NO. 7536 808 25TH AVE BROOKINGS
0941463 135 Multifamily COOPERS POND APTS PHASE I 6225 N DALE MABRY HIGHWAY TAMPA
0943411 136 Industrial NET FRAME BUILDING 1545 BARBER LANE MILPITAS0
0938972 137 Office MOUNTAIN VIEW OFFICE PARK 850 BEAR TAVERN ROAD EWING TOWNSHIP
0937125 138 Retail BRIGGS CHANEY CENTER 13820 OLD COLUMBIA PIKE SILVER SPRING
0935906 139 Retail SHERMAN SQUARE 12643 SHERMAN WAY NORTH HOLLYWOOD
0941633 140 Warehouse FEDERAL EXPRESS --PACHECO 115 CENTER AVENUE PACHECO
0935360 141 Warehouse PARKWAY INDUSTRIAL CTR, LOT 9 7225 STANDARD DRIVE HANOVER
0942960 142 Retail STAR MARKET PLUS 535 TRAPELO ROAD BELMONT
0934744 143 Office BOEING AEROSPACE, BLDG 14 800 S W 39TH STREET RENTON
0942455 144 Multifamily TAREYTON APARTMENTS FLOWERS MILL ROAD MIDDLETOWN TOWNSHIP
0942303 145 Industrial RANCHO SAN DIEGO BUSINESS PARK 2701-50-09 VIA ORANGE WAY SAN DIEGO
0942364 146 Multifamily MEADOWROCK APARTMENTS 1600 BECKY COURT SANTA ROSA
0934525 147 Golf Course POPPY HILLS GOLF COURSE 3200 LOPEZ ROAD PEBBLE BEACH
0940008 148 Office BERKELEY CENTER BUILDING 2000 CENTER STREET BERKEKEY
0935438 149 Office ALEX BRWN BLDG, ALLEGHENEY PLZ 102 W PENNSYLVANIA AVENUE TOWSON
0940203 150 Warehouse AMBASSADOR I BUILDING TINICUM ISLAND ROAD & 4TH AVE TINICUM TOWNSHIP
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0940860 CA 91316 1 1 4,761,545 Amortizing 9.375 499,056
0940422 Vr Vrs 1 1 4,736,943 Amortizing 9.125 488,184
0940422A IL 60174 0 0.000 0
0940422B IL 60174 0 0.000 0
0940016 MA 02062 1 1 4,731,047 Amortizing 8.375 461,628
0940471 Vr Vrs 1 1 4,706,555 Amortizing 9.750 619,200
0940471A NJ 07081 0 0.000 0
0940471B NJ 07060 0 0.000 0
0942467 PA 15146 1 1 4,656,908 Amortizing 8.875 472,152
0934719 AZ 85201 1 1 4,651,353 Amortizing 9.000 492,429
0940185 CA 94546 1 1 4,602,517 Amortizing 9.400 485,148
010041 CO 81101 1 1 4,545,178 Amortizing 9.000 474,586
0942399 NJ 08854 2 1 4,530,151 Amortizing 9.250 463,992
0935566 CA 92728 1 1 4,520,422 Amortizing 9.000 474,900
0942534 CA 94577 1 1 4,520,005 Amortizing 9.250 493,284
0942777 NJ 07201 1 1 4,516,543 Amortizing 10.000 519,060
0937952 NJ 7974 1 1 4,505,966 Amortizing 10.250 555,840
0942340 MA 02192 1 1 4,478,770 Amortizing 8.750 443,964
0931 CA 91360 1 1 4,463,668 Amortizing 8.500 431,730
0934215 CA 92631 1 1 4,426,120 Amortizing 9.500 515,028
0938555 DE 19701 1 1 4,411,751 Amortizing 7.750 412,080
0934720 GA 30067 1 1 4,340,414 Amortizing 9.250 448,404
0941589 PA 19040 2 1 4.229,545 Amortizing 10.375 505,056
0938658 MD 21012 1 1 4,219,432 Amortizing 8.500 425,076
0938038 GA 30357 1 1 4,216,401 Amortizing 7.500 388,476
0938919 PA 18944 1 1 4,215,119 Amortizing 7.625 388,644
060041 WA 98837 1 1 4,187,257 Amortizing 9.000 442,140
080049 SD 57006 1 1 4,176,265 Amortizing 9.000 433,025
0941463 FL 33614 2 1 4,133,695 Interest Only 8.500 351,364
0943411 CA 95035 1 1 4,125,000 Interest Only 7.750 319,688
0938972 NJ 8648 1 1 4,114,180 Amortizing 9.875 453,516
0937125 MD 20904 1 1 4,107,632 Amortizing 9.750 453,636
0935906 CA 91605 1 1 4,096,561 Amortizing 9.750 454,404
0941633 CA 94553 2 1 4,090,582 Amortizing 10.050 446,808
0935360 MD 21076 1 1 4,073,880 Amortizing 9.625 447,780
0942960 MA 2178 1 1 4,046,315 Amortizing 9.875 505,176
0934744 WA 98055 1 1 4,027,802 Amortizing 8.875 422,496
0942455 PA 19047 1 1 3,948,569 Amortizing 9.375 435,972
0942303 CA 92078 2 1 3,948,560 Amortizing 9.250 404,760
0942364 CA 95403 1 1 3,943,971 Amortizing 9.250 431,628
0934525 CA 93953 1 1 3,934,913 Amortizing 10.000 857,544
0940008 CA 94704 2 1 3,917,003 Amortizing 10.125 467,844
0935438 MD 21204 1 1 3,897,512 Amortizing 9.250 549,528
0940203 PA 19153 1 1 3,892,708 Amortizing 9.250 404,760
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0940860 472,287 0.95 '94 01-Jan-90 01-Feb-2000
0940422 627,796 1.29 STAT 23-Oct-89 12-Nov-99
0940422A 0 0.00
0940422B 0 0.00
0940016 487,297 1.06 '94 08-Sep-89 20-Sep-99
0940471 676,744 1.09 PF 05-Dec-89 25-Dec-2009
0940471A 0 0.00
0940471B 0 0.00
0942467 573,190 1.21 '94 10-Apr-91 15-Apr-99
0934719 709,345 1.44 '94 03-Mar-87 01-Apr-97
0940185 517,225 1.07 '94 25-Oct-89 01-Nov-2009
010041 560,738 1.18 PF 10-May-93 01-Feb-2018
0942399 612,177 1.32 '94 22-Apr-91 05-May-96 05-May-2001
0935566 423,318 0.89 '94 01-Sep-87 30-Sep-97
0942534 693,668 1.41 STAT 03-Jun-91 10-Jun-96
0942777 623,508 1.20 '94 26-Jul-91 01-Aug-2011
0937952 847,941 1.53 STAT 10-Jun-88 01-Jul-2008
0942340 653,379 1.47 '94 06-Mar-91 25-Mar-2001
0931 692,760 1.60 STAT 01-Jan-96 31-Dec-2002
0934215 989,392 1.92 '94 01-Nov-86 01-Jan-97
0938555 623,445 1.51 '94 30-Nov-88 15-Dec-98
0934720 584,066 1.30 '94 10-Feb-87 15-Feb-2000
0941589 478,828 0.95 STAT 27-Aug-90 15-Sep-2005 15-Sep-2005
0938658 432,510 1.02 STAT 01-Dec-88 01-Jan-99
0938038 551,272 1.42 '94 23-Jun-88 15-Jul-98
0938919 627,869 1.62 '94 17-Jan-89 20-Feb-99
060041 521,312 1.18 PF 18-Mar-93 01-Jun-2017
080049 500,284 1.16 PF 23-Jul-93 10-Aug-2018
0941463 581,528 1.66 '94 28-Jun-90 01-Jul-2005 01-Jul-99 01-Jul-2005
0943411 629,183 1.97 '94 03-Nov-92 01-Dec-2002 01-Dec-2002
0938972 565,819 1.25 '94 17-Jan-89 01-Feb-2001
0937125 488,746 1.08 STAT 03-Feb-88 01-Mar-98
0935906 420,033 0.92 '93 01-Oct-87 01-Nov-2017
0941633 517,007 1.16 '94 13-Sep-90 15-Apr-2000 15-May-2005
0935360 464,004 1.04 '94 27-Oct-87 01-Nov-2007
0942960 606,417 1.20 '94 20-Nov-91 15-Dec-2011
0934744 624,085 1.48 '94 24-Mar-87 01-Apr-97
0942455 640,551 1.47 '94 16-Apr-91 20-Apr-96
0942303 411,597 1.02 STAT 01-Mar-91 15-Apr-96 15-Apr-2001
0942364 519,383 1.20 '94 19-Mar-91 15-Apr-96
0934525 2,051,525 2.39 '94 09-Mar-87 01-Apr-2002
0940008 498,381 1.07 '94 22-Aug-89 15-Sep-99 15-Sep-2004
0935438 601,270 1.09 STAT 27-Aug-87 01-Sep-97
0940203 531,779 1.31 '94 08-Nov-89 10-Dec-99
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0940860 49 300 YM 01-Feb-2000 1989
0940422 46 360 YM 12-Nov-99 Vrs
0940422A 0 1988
0940422B 0 0 1986
0940016 44 301 Open 1989
0940471 167 240 YM 25-Nov-2009 Vrs
0940471A 0 0 1984
0940471B 0 0 1988
0942467 39 300 YM 15-Mar-99 1991
0934719 14 360 YM 01-Apr-97 31-Mar-94 1980
0940185 165 360 YM 01-Nov-2009 1989
010041 264 297 YM 01-Feb-2018 1993
0942399 64 360 YM 05-May-96 1980
0935566 20 300 YM 30-Sep-97 1986
0942534 5 300 YM 10-May-96 1971
0942777 186 300 YM 01-Jul-2011 1970
0937952 149 300 YM 01-Jul-2008 1973
0942340 62 300 YM 25-Mar-2001 1989
0931 84 300 Locked 01-Jul-2002 01-Jan-98 1983
0934215 11 324 Open 1974
0938555 35 300 YM 15-Nov-98 1989
0934720 49 300 YM 15-Feb-2000 1975
0941589 116 300 YM 15-Sep-2000 1974
0938658 35 288 YM 01-Jan-99 1987
0938038 30 279 YM 15-Jul-98 1987
0938919 37 300 YM 20-Feb-99 1980
060041 256 290 YM 01-Jun-2017 1992
080049 271 300 YM 10-Aug-2018 1993
0941463 113 0 YM 01-Jun-99 1979
0943411 82 0 YM 01-Dec-2002 1982
0938972 60 336 YM 01-Feb-2001 1984
0937125 25 301 YM 01-Mar-98 1987
0935906 261 300 YM 01-Nov-2017 1987
0941633 112 360 YM 31-Mar-2000 1984
0935360 141 360 YM 01-Nov-2007 1976
0942960 191 240 YM 15-Nov-2011 1991
0934744 14 300 YM 01-Mar-97 1986
0942455 3 300 YM 20-Apr-96 1978
0942303 63 360 YM 16-Mar-96 1989
0942364 3 300 YM 15-Apr-96 1987
0934525 74 180 YM 01-Apr-2002 1986
0940008 104 300 YM 12-Sep-99 1970
0935438 19 182 YM 01-Sep-97 1968
0940203 47 360 YM 10-Dec-99 1988
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0940860 100.0 16-Jun-95 57 83,536 72.0
0940422 0.00 70,554 67 73.0
0940422A 100.0 01-Jun-95 14,231 0 0.0
0940422B 98.00 01-Jun-95 56,323 0 0.0
0940016 70.00 31-Dec-95 46,582 102 73.0
0940471 0.00 48,050 98 66.0
0940471A 95.00 23-Jun-95 34,050 0 0.0
0940471B 100.00 09-Aug-95 14,000 0 0.0
0942467 95.00 01-May-95 51,951 90 74.0
0934719 81.00 31-May-95 71,338 65 67.0
0940185 97.00 19-Jun-95 36,847 125 73.0
010041 100.00 20-Nov-95 91,266 50 82.0
0942399 100.00 31-Dec-94 143,690 32 72.0
0935566 84.00 10-Jun-95 41,376 109 73.0
0942534 94.00 05-Jun-95 151,049 30 65.0
0942777 100.00 29-Mar-95 203,225 22 71.0
0937952 100.00 30-Jun-95 91,819 49 72.0
0942340 100.00 17-Jun-95 41,922 107 74.0
0931 82.00 01-Aug-95 106,073 42 65.0
0934215 92.00 26-Jun-95 248 17,847 56.0
0938555 90.00 14-Jun-95 138 31,969 73.0
0934720 98.00 17-May-95 200 21,702 67.0
0941589 100.00 30-May-95 163,540 26 69.0
0938658 80.00 28-Feb-95 55,170 76 55.0
0938038 99.00 20-Jun-95 113 37,313 67.0
0938919 97.00 15-Jun-95 160 26,345 75.0
060041 100.00 20-Nov-95 91,266 46 0.0
080049 100.00 18-Nov-95 91,266 46 0.0
0941463 92.00 15-Jun-95 249 16,601 68.0
0943411 100.00 21-Jun-95 85,040 49 75.0
0938972 100.00 20-Jun-95 50,259 82 73.0
0937125 86.00 01-Aug-95 40,784 101 61.0
0935906 87.00 15-Jun-95 32,497 126 70.0
0941633 100.00 28-Jun-95 70,610 58 72.0
0935360 100.00 14-Jun-95 61,645 66 75.0
0942960 100.00 15-Jun-95 58,562 69 71.0
0934744 100.00 13-Feb-95 59,850 67 75.0
0942455 100.00 16-Jun-95 112 35,255 68.0
0942303 100.00 01-Apr-95 82,509 48 72.0
0942364 98.00 03-Jul-95 104 37,923 71.0
0934525 100.00 31-Dec-94 32,888 120 45.0
0940008 98.00 30-May-95 45,063 87 75.0
0935438 58.00 17-Jun-95 69,121 56 58.0
0940203 100.00 27-Apr-95 60,000 65 75.0
[PAGE 4 OF 14]
</TABLE>
<PAGE>
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0934501 151 Multifamily COLONY APARTMENTS 1750 FIRST STREET SIMI VALLEY
0939122 152 Retail SOUTH MACON PLAZA 1410-26 & 1502-60 ROCKY CREEK MACON
0941141 153 Warehouse MARFRED INDUSTRIES 12450 FOOTHILL BLVD. PACOIMA
0934690 154 Retail BURKE PLAZA 6030 BURKE CENTER PARKWAY BURKE
0940094 155 Multifamily TWIN OAKS VILLAGE APARTMENTS 149 OAKLAND STREET MANSFIELD
0934793 156 Retail BELLEVUE VILLAGE SHOPPING CENT 10116 NE EIGHTH STREET BELLEVUE
0938865 157 Retail HOLLAND -- GROVES PLAZA 5225-75 Cochran St. SIMI VALLEY
040041 158 Retail K-MART STORE NO.4895 2948 S. STATE ROAD IONIA
0937721 159 Retail LEE JACKSON STATION 14005-14033 LEE JACKSON HWY CHANTILLY
0942258 160 Garage/Park SIXTH & PENN GARAGE 526 PENN AVENUE PITTSBURGH
0935190 161 Retail COLMAR MANOR SHOPPING CENTER 3311-3831 BLADENBURG ROAD BLADENBURG
0940793 162 Office MONROE MEDICAL CENTER 14755 179TH AVENUE SE MONROE
0940859 163 Industrial 2225 SOUTH 43RD AVENUE 2225 SOUTH 43RD AVENUE PHOENIX
050041 164 Retail K-MART STORE NO. 4735 1313 S BURR ST MITCHELL
0943095 165 Industrial INTERSTATE BUSINESS PARK 251 BENIGNO BOULEVARD BELLMAWR
0937939 166 Retail PROVIDENCE SQUARE CENTER 1903-1949 W. BRANDON BOULEVARD BRANDON
0935657 167 Retail CAPITAL CORNER SHOPPING CTR. 6507-39 ANNAPOLIS ROAD LANDOVER
0934665 168 Retail CIPRIANO SQUARE SHOPPING CENTR 8819-27/8831-65 GREENBELT RD. GREENBELT
0941281 169 Multifamily THE AVALON APARTMENTS 300 MURCHISON DRIVE MILLBRAE
020041 170 Retail K-MART STORE NO. 4704 701 5TH AVENUE SOUTH DEVILS LAKE
0933120 171 Retail ORANGE TREE PLAZA 23512 EL TORO RD. EL TORO
0941244 172 Warehouse 115 MAIN ROAD 115 MAIN ROAD MONTVILLE
0942870 173 Retail CENTER STAGE AT OAK RIDGE I 3750-3850 S. ILLINOIS AVENUE OAK RIDGE
0935529 174 Industrial PATAPSCO CENTRAL LTD. PTSHP. 815 CENTRAL AVENUE LINTHICUM
0940483 175 Retail CANYON TOWN CENTER 11909 CANYON ROAD BEAVERTON
0939195 176 Retail LYON VILLAGE 2580 FAIR OAKS BOULEVARD SACRAMENTO
0937851 177 Office SUNNYSIDE PLAZA 10001-10117 SE SUNNYSIDE CLACKAMAS
0937022 178 Office 1500 HAMBURG PIKE 1501 HAMBURG PIKE WAYNE TOWNSHIP
0935980 179 Retail TOWER PLAZA 505 BANKHEAD HIGHWAY CARROLLTON
0935487 180 Retail PARK PLAZA CENTER STATE HWY 5 AT STEWART PKWY. DOUGLASVILLE
0939134 181 Retail ALPINE CREEK SHOPPING CENTER 1347 TAVERN ROAD ALPINE
0938221 182 Industrial C H WESTSIDE ASSOCIATES Various Various
0938221A 182A Industrial C H WESTSIDE ASSOCIATES 2940 W. WILLETTA & 1430 N 29TH PHOENIX
0938221B 182B Industrial C H CENTRAL ASSOCIATES 2246 S CENTRAL/102 W WATKINS PHOENIX
0933430 183 Office 5801 PEACHTREE DUNWOODY ROAD 5801 PEACHTREE DUNWOODY ROAD ATLANTA
030041 184 Retail K-MART STORE NO. 4796 205 S GREENVILLE DR. GREENVILLE
0935920 185 Warehouse CHARLES COUNTY ASSOCIATES 10700-11099 DE MARR ROAD WHITE PLAINS
070041 186 Retail K-MART STORE NO. 3950 15303 WEST BROADWAY THREE RIVERS
0935256 187 Office UNIVERSITY PARK I 985 UNIVERSITY AVENUE LOS GATOS
0942868 188 Multifamily LABOR RETREAT Various Various
0942868A 188A Multifamily LABOR RETREAT 124 FOURTH STREET S E MINNEAPOLIS
0942868B 188B Multifamily LABOR PLAZA APARTMENTS 500 TEDESCO STREET MINNEAPOLIS
0941591 189 Warehouse 75 EAST UNION AVENUE ASSOCIATE 75 EAST UNION AVE. EAST RUTHERFORD
0940665 190 Retail LINCOLN HEIGHTS PLAZA EAST 2502-30 29TH AVENUE SPOKANE
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0934501 CA 93065 1 1 3,866,307 Amortizing 8.625 399,708
0939122 GA 31298 1 1 3,864,606 Amortizing 10.250 535,920
0941141 CA 91331 2 1 3,861,872 Amortizing 8.500 376,548
0934690 VA 22015 1 1 3,852,890 Amortizing 9.250 406,872
0940094 MA 02048 1 1 3,850,111 Amortizing 9.750 448,620
0934793 WA 98004 1 1 3,834,547 Amortizing 8.625 440,532
0938865 CA 93063 2 1 3,805,974 Amortizing 8.000 362,844
040041 MI 48846 1 1 3,785,249 Amortizing 10.000 427,998
0937721 VA 22021 1 1 3,732,573 IO then Amort 5.000 186,629
0942258 PA 15222 1 1 3,701,191 Amortizing 10.125 584,424
0935190 MD 20710 1 1 3,700,557 Amortizing 10.500 433,596
0940793 WA 98272 1 1 3,670,480 Amortizing 9.500 388,476
0940859 AZ 85009 1 1 3,642,972 Amortizing 9.500 386,263
050041 SD 57301 1 1 3,627,555 Amortizing 10.000 414,368
0943095 NJ 08099 1 1 3,605,925 Amortizing 8.875 417,894
0937939 FL 33511 2 1 3,603,685 Amortizing 8.250 356,520
0935657 MD 20815 1 1 3,586,875 Interest Only 6.500 233,147
0934665 MD 20770 1 1 3,577,697 Amortizing 9.250 377,808
0941281 CA 94030 1 1 3,534,829 Amortizing 9.750 572,064
020041 ND 58301 1 1 3,532,093 Amortizing 10.000 403,463
0933120 CA 92630 1 1 3,490,358 Amortizing 10.125 407,148
0941244 NJ 07005 1 1 3,478,013 Amortizing 9.750 373,740
0942870 TN 37830 1 1 3,476,537 Amortizing 10.000 395,292
0935529 MD 21090 1 1 3,460,734 Amortizing 9.250 370,884
0940483 OR 97005 1 1 3,427,398 Amortizing 9.750 371,160
0939195 CA 95825 1 1 3,425,605 Amortizing 10.375 391,140
0937851 OR 97315 1 1 3,386,064 Amortizing 8.750 345,600
0937022 NJ 07470 1 1 3,377,876 Amortizing 10.000 380,316
0935980 GA 30117 2 1 3,375,610 Amortizing 9.875 375,444
0935487 GA 30135 2 1 3,345,557 Interest Only 8.250 276,009
0939134 CA 91901 1 1 3,298,073 Amortizing 10.375 404,040
0938221 Vr Vrs 1 1 3,272,515 Amortizing 8.625 329,196
0938221A AZ 85009 0 0.000 0
0938221B AZ 85003 0 0.000 0
0933430 GA 30328 2 1 3,193,316 Amortizing 9.000 337,188
030041 MI 48838 1 1 3,176,001 Amortizing 10.250 367,959
0935920 MD 20695 1 1 3,173,759 Amortizing 10.750 375,264
070041 MI 49093 1 1 3,111,459 Amortizing 10.250 361,290
0935256 CA 95030 1 1 3,084,100 Amortizing 8.875 322,632
0942868 Vr Vrs 1 1 3,068,410 Amortizing 10.250 391,680
00942868A MN 55401 0 0.000 0
0942868B MN 55401 0 0.000 0
0941591 NJ 07073 1 1 3,054,663 Amortizing 10.375 364,764
0940665 WA 99200 1 1 3,052,022 Amortizing 9.750 329,916
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0934501 546,812 1.37 '94 01-Dec-86 01-Jan-98
0939122 635,840 1.19 '94 01-Mar-89 20-Mar-2009
0941141 484,259 1.29 '94 01-Mar-90 15-Apr-2000 15-Apr-2005
0934690 564,009 1.39 STAT 09-Feb-87 01-Nov-2013
0940094 524,428 1.17 '94 25-Sep-89 01-Oct-99
0934793 862,616 1.96 STAT 30-Mar-87 01-Apr-97
0938865 438,872 1.21 '94 01-Dec-88 01-Jan-99 01-Jan-2004
040041 517,807 1.21 PF 17-Sep-92 01-Oct-2017
0937721 168,795 0.90 STAT 04-May-88 01-Apr-96 01-May-98
0942258 1,325,745 2.27 '94 20-Feb-91 15-Mar-2006
0935190 602,609 1.39 '94 14-Sep-87 01-Oct-2007
0940793 592,808 1.53 '94 11-Jan-90 15-Feb-2000
0940859 587,989 1.52 STAT 14-Dec-89 01-Jan-2010
050041 476,628 1.15 PF 31-Dec-91 01-Jan-2017
0943095 664,239 1.59 '94 12-Jun-92 01-Jul-97
0937939 531,970 1.49 STAT 13-Jun-88 15-Jun-96 15-Jun-2003
0935657 457,138 1.96 '94 06-Nov-87 25-May-99 25-May-99
0934665 789,832 2.09 '94 09-Feb-87 01-Nov-2013
0941281 600,648 1.05 '94 19-Jun-90 15-Jul-2005
020041 460,760 1.14 PF 31-Dec-91 01-Jan-2017
0933120 494,412 1.21 '94 01-Feb-86 01-Mar-99
0941244 448,630 1.20 '94 12-Jun-90 12-Jul-2000
0942870 411,747 1.04 '94 09-Apr-92 15-Apr-2017
0935529 448,966 1.21 '94 19-Aug-87 01-Sep-97
0940483 638,578 1.72 '94 24-Oct-89 01-Nov-99
0939195 538,520 1.38 '94 30-Mar-89 01-Apr-2009
0937851 483,845 1.40 '94 05-Apr-88 01-Jun-98
0937022 429,655 1.13 '94 25-Jan-88 01-Feb-98
0935980 389,087 1.04 '94 15-Mar-88 10-Apr-98 10-Apr-2003
0935487 270,189 0.98 STAT 06-Aug-87 10-Sep-2001 10-Nov-97 10-Sep-2001
0939134 499,799 1.24 '94 01-Jan-89 10-Mar-2009
0938221 349,338 1.06 STAT 16-Sep-88 01-Oct-98
0938221A 0
0938221B 0 0.00
0933430 468,189 1.39 STAT 21-Apr-86 15-May-97 15-May-2001
030041 421,429 1.15 PF 05-Mar-92 01-Apr-2017
0935920 470,457 1.25 '94 20-Jun-88 01-Jul-2008
070041 413,535 1.14 PF 31-Jan-92 01-Feb-2017
0935256 415,211 1.29 STAT 12-May-87 01-Jun-99
0942868 561,515 1.43 '94 15-Nov-91 10-Dec-2011
0942868A 0 0.00
0942868B 0 0.00
0941591 492,537 1.35 '94 13-Aug-90 10-Sep-2000
0940665 393,903 1.19 STAT 06-Dec-89 01-Jan-2000
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0934501 23 285 YM 01-Jan-98 1986
0939122 158 221 YM 20-Mar-2009 1985
0941141 111 311 YM 15-Apr-2000 1985
0934690 213 300 YM 01-Nov-2013 1983
0940094 44 244 Open 1975
0934793 14 244 YM 01-Apr-97 1966
0938865 95 303 YM 01-Jan-99 1987
040041 260 280 YM 01-Oct-2017 1992
0937721 27 202 YM 01-May-98 1986
0942258 122 180 YM 15-Mar-2006 1966
0935190 140 360 YM 01-Oct-2007 1987
0940793 49 360 YM 15-Feb-2000 1981
0940859 167 324 YM 01-Jan-2010 1989
050041 251 300 YM 01-Jan-2017 1991
0943095 17 216 YM 01-Jun-97 1966
0937939 89 300 YM 15-Jun-96 1984
0935657 40 0 YM 25-May-99 1987
0934665 213 299 YM 01-Nov-2013 1983
0941281 114 180 YM 15-Jul-2005 1989
020041 251 300 YM 01-Jan-2017 1991
0933120 37 306 YM 01-Mar-99 1979
0941244 54 360 YM 12-Jul-2000 1982
0942870 255 300 YM 15-Apr-2017 1992
0935529 19 303 YM 01-Sep-97 1987
0940483 45 360 YM 01-Nov-99 1989
0939195 158 360 YM 01-Apr-2009 1989
0937851 28 300 YM 01-Jun-98 1987
0937022 24 300 YM 01-Feb-98 1988
0935980 87 300 YM 10-Apr-98 1988
0935487 68 0 YM 10-Nov-97 1987
0939134 158 300 YM 10-Mar-2009 1979
0938221 32 303 YM 01-Oct-98 Vrs
0938221A 0 1980
0938221B 0 0 1980
0933430 64 300 YM 15-May-97 1974
030041 254 300 YM 01-Apr-2017 1991
0935920 149 347 YM 01-Jul-2008 1988
070041 252 276 YM 01-Feb-2017 1991
0935256 40 286 YM 01-Jun-99 1977
0942868 191 240 YM 10-Dec-2011 Vrs
0942868A 0 0 1975
0942868B 0 0 1979
0941591 56 300 YM 10-Sep-2000 1968
0940665 47 360 YM 01-Jan-2000 1986
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0934501 98.0 17-Jul-95 88 43,935 74.0
0939122 89.0 06-Jun-95 101,255 38 63.0
0941141 100.0 31-Dec-94 100,000 39 62.0
0934690 90.0 20-Jun-95 38,463 100 74.0
0940094 99.0 01-Jun-95 140 27,501 67.0
0934793 99.0 09-Mar-95 83,908 46 50.0
0938865 87.0 01-Jun-95 34,985 109 73.0
040041 100.0 15-Nov-95 91,266 41 0.0
0937721 63.0 19-Dec-95 28,330 132 72.0
0942258 100.0 19-Jun-95 44,516 83 57.0
0935190 100.0 01-May-95 51,091 72 75.0
0940793 100.0 16-Jun-95 32,905 112 75.0
0940859 100.0 15-Jun-95 264,117 14 63.0
050041 100.0 22-Nov-95 91,266 40 0.0
0943095 100.0 01-Jul-95 264,460 14 64.0
0937939 88.0 01-Jul-95 62,105 58 72.0
0935657 96.0 01-Jun-95 39,044 92 75.0
0934665 92.0 13-Apr-95 35,793 100 74.0
094128 99.0 20-Jun-95 72 49,095 58.0
020041 100.0 15-Nov-95 86,479 41 0.0
0933120 95.0 08-May-95 59,907 58 70.0
0941244 100.0 31-Dec-94 76,160 46 74.0
0942870 100.0 26-Jun-95 107,806 32 75.0
0935529 86.0 03-Apr-95 140,267 25 75.0
0940483 100.0 20-Jun-95 25,695 133 70.0
0939195 88.0 06-Feb-95 29,742 115 66.0
0937851 100.0 22-Jun-95 40,883 83 76.0
0937022 99.0 18-Jul-95 32,200 105 69.0
0935980 96.0 17-Jul-95 87,990 38 75.0
0935487 81.0 27-Jun-95 46,494 72 75.0
0939134 99.0 01-Mar-95 71,405 46 64.0
0938221 0.0 147,682 22 75.0
0938221A 100.0 19-Jun-95 42,342 0 0.0
0938221B 100.0 05-Apr-95 105,340 0 0.0
0933430 100.0 12-Apr-95 44,241 72 72.0
030041 100.0 15-Nov-95 91,266 35 75.0
0935920 100.0 08-May-95 89,120 36 65.0
070041 100.0 16-Nov-95 91,264 34 75.0
0935256 95.0 01-Jun-95 35,091 88 74.0
0942868 0.0 144 21,308 66.0
0942868A 99.0 20-Jun-95 77 0 0.0
0942868B 97.0 14-Feb-95 67 0 0.0
0941591 100.0 31-Dec-94 95,000 32 68.0
0940665 96.0 22-Feb-95 57,162 53 72.0
[PAGE 5 OF 14]
</TABLE>
<PAGE>
<PAGE>
Confederation Life Insurance
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0939018 191 Office HAWTHORN BUSINESS PARK 935 LAKEVIEW PARKWAY VERNON HILLS
0940410 192 Retail GARFIELD CENTER PARTNERSHIP 320-330 Garfield Ave. Alhambra
0937885 193 Warehouse CARTWRIGHT HOLDING COMPANY 6840 NAVONE ROAD STOCKTON
0941049 194 Warehouse AMERICAN INDUSTRIAL CENTER 150,155,205,250 & 285 NATIONAL LONGWOOD
0940808 195 Multifamily THE CLOISTERS APARTMENTS 125-161 SO. MAPLE AVENUE RIDGEWOOD
0940045 196 Retail FAIRWOOD SQUARE S E PETROVITSKY / 140TH AVE N RENTON
0933004 197 Office WEST MAIN PLAZA 25 S. RAYMOND AVE. ALHAMBRA
0943149 198 Retail CENTER STAGE AT OAK RIDGE I I 3750-3850 S. ILLINOIS AVENUE OAK RIDGE
0940331 199 Retail BARRY PLAZA 3019-3059 NORTH PULASKI ROAD CHICAGO
0942479 200 Warehouse SUNRISE MEDICAL 4083 EAST AIRPORT DRIVE ONTARIO
0933661 201 Retail NORTH RIVER SHOPPING CENTER 8800 ROSWELL ROAD ATLANTA
0942315 202 Multifamily APARTMENTS OF WESTGROVE 4973 FABER DRIVE RALEIGH
0931019 203 Other MCGINNIS CADILLAC INC. 12221 KATY FREEWAY HOUSTON
0937861 204 Multifamily CHANDLER APARTMENTS 12512 CHANDLER BLVD. NORTH HOLLYWOOD
0937526 205 Office NAPERVILLE OFFICE COURT 1801-1813 MILL STREET NAPERVILLE
0941505 206 Warehouse M D G REALTY TRUST 35 INDUSTRIAL PARKWAY WOBURN
0935724 207 Office 200 WEBSTER STREET 200 WEBSTER STREET OAKLAND
0941128 208 Office ALLSTATE INSURANCE BUILDING 215 BIRCHWOOD AVENUE CRANFORD
0940318 209 Multifamily ROBBINS LANDING 4300 ROBBINS LANDING LANE ROBBINSDALE
0938117 210 Multifamily PLANTATION RIDGE APARTMENTS 1805 ROSWELL ROAD MARIETTA
0942637 211 Warehouse WESTGATE BUSINESS CENTER PH 1 2561-2569 TERRITORIAL ROAD ST. PAUL
0943654 212 Warehouse NORTH POINT BUSINESS PARK 300-310-320 HARRIS AVE SACRAMENTO
0937198 213 Office 136 SUMMIT AVENUE 136 SUMMIT AVENUE MONTVALE
0934537 214 Office 12727 NORWALK BOULEVARD 12727 NORWALK BLVD. NORWALK
0937204 215 Warehouse AIRPORT BUSINESS CENTER V I 245 QUIGLEY NEW CASTLE
0937691 216 Warehouse GATEWAY PROFESSIONAL CENTER 150-170 PROFESSIONAL CENTER DR ROHNERT PARK
0943113 217 Warehouse BATAVIA GLEN BUSINESS PARK 1030-90 N. BATAVIA ST. ORANGE
0932980 218 Office DAVCO OFFICE BUILDING 1657 CRAIN HIGHWAY CROFTON
0940537 219 Industrial JAYCRAFT BUILDING 2780 VIA ORANGE WAY SPRING VALLEY
0935138 220 Multifamily BURBANK GARDEN ASSOCIATES 14614 BURBANK BLVD. VAN NUYS
0941712 221 Office 777 NORTH CAPITOL STREET, N E 777 NORTH CAPITOL STREET, N E WASHINGTON
0935384 222 Multifamily JAMESTOWN VILLAGE I 1401-1657 N VAN DORN STREET ALEXANDRIA
0935839 223 Office THE ALBERT BUILDING 1010 B STREET SAN RAFAEL
0938713 224 Office FAIRMOUNT COMMON 466 SOUTHERN BLVD. CHATHAM TWP.
0934823 225 Warehouse STANLEY DESJARDINS 7414 S HARL AVENUE TEMPE
0939110 226 Office COMMERCE PLACE BUSINESS PARK 5400 PATTON DRIVE LISLE
0938403 227 Multifamily TERRACE ROYALE APARTMENTS 9627 N E 195TH CIRCLE BOTHELL
0940616 228 Retail SOUTH BEACH PLACE 670 S GULFVIEW BOULEVARD CLEARWATER
0937368 229 Warehouse 1716 FOURTH STREET 1716 FOURTH STREET BERKELEY
0937010 230 Office Gregory Professional Centre 140 GREGORY LANE PLEASANT HILL
0932073 231 Office ROBINSON BUILDING 227 NORTH FIRST STREET SAN JOSE
0935116 232 Multifamily THE COMMONS APARTMENTS 333 ENTERPRISE ROHNERT PARK
0940148 233 Office 5665 FLATIRON PARKWAY, LTD. 5665 FLATIRON PARKWAY BOULDER
0938373 234 Mobile Home VALENCIA LEA MOBILE HOME PARK 3850 E. ATLANTIC AVE. HIGHLAND
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0939018 IL 60061 2 1 3,047,119 Amortizing 7.750 283,512
0940410 CA 91801 1 1 3,002,533 Amortizing 8.500 290,408
0937885 CA 95205 2 1 3,003,068 Amortizing 9.625 380,940
0941049 FL 32750 2 1 2,975,192 Amortizing 10.000 326,460
0940808 NJ 07450 1 1 2,959,508 Amortizing 9.750 342,204
0940045 WA 98058 2 1 2,948,733 Amortizing 9.750 319,608
0933004 CA 91801 1 1 2,929,780 Amortizing 10.000 339,288
0943149 TN 37832 1 1 2,917,789 Amortizing 9.250 335,208
0940331 IL 60641 1 1 2,913,868 Amortizing 9.250 303,576
0942479 CA 91761 1 1 2,896,631 Amortizing 9.625 306,000
0933661 GA 30350 1 1 2,855,406 Amortizing 9.125 308,832
0942315 NC 27606 1 1 2,826,096 Amortizing 9.600 317,040
0931019 TX 77079 1 1 2,819,700 Amortizing 10.500 423,816
0937861 CA 91607 1 1 2,816,397 Amortizing 9.875 312,612
0937526 IL 60540 1 1 2,794,260 Amortizing 8.875 288,300
0941505 MA 1801 1 1 2,791,698 Amortizing 9.750 299,988
0935724 CA 94607 2 1 2,782,559 Amortizing 9.250 297,492
0941128 NJ 07016 1 1 2,770,988 Amortizing 9.500 314,532
0940318 MN 55425 1 1 2,754,653 Amortizing 9.500 292,620
0938117 GA 30062 1 2 2,750,540 Amortizing 8.875 296,616
0942637 MN 55114 1 1 2,719,974 Amortizing 9.500 284,052
0943654 CA 95838 2 1 2,716,025 Interest Only 7.500 203,702
0937198 NJ 7645 1 1 2,699,456 Interest Only 6.250 168,709
0934537 CA 90650 2 1 2,696,988 Amortizing 9.625 300,360
0937204 DE 19720 1 1 2,693,386 Amortizing 8.500 249,132
0937691 CA 94928 2 1 2,688,395 Amortizing 8.000 258,672
0943113 CA 92667 1 1 2,687,209 Amortizing 9.750 299,424
0932980 MD 21114 1 1 2,682,827 Amortizing 9.500 300,516
0940537 CA 92078 1 1 2,667,564 Amortizing 9.625 285,600
0935138 CA 91411 1 1 2,665,244 Amortizing 9.125 313,764
0941712 DC 20002 1 2 2,650,000 IO then Amorti 8.800 233,200
0935384 VA 22304 1 1 2,644,114 Amortizing 9.500 380,316
0935839 CA 94901 2 1 2,632,277 Amortizing 9.500 314,532
0938713 NJ 07928 1 1 2,631,434 Amortizing 8.000 250,236
0934823 AZ 85280 1 1 2,623,031 Amortizing 9.000 278,088
0939110 IL 60532 2 1 2,611,495 Amortizing 10.250 295,716
0938403 WA 98011 1 1 2,606,121 Amortizing 8.500 284,868
0940616 FL 34630 1 1 2,597,972 Amortizing 9.625 338,520
0937368 CA 94710 2 1 2,580,193 Amortizing 9.875 313,176
0937010 CA 94523 2 1 2,568,677 Amortizing 9.250 272,712
0932073 CA 95113 1 1 2,568,278 Amortizing 9.750 296,076
0935116 CA 94929 2 1 2,561,648 Amortizing 8.625 292,932
0940148 CO 80301 2 1 2,557,918 Amortizing 8.875 258,696
0938373 CA 92346 1 1 2,528,105 Amortizing 10.500 359,424
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0939018 282,149 1.00 '94 06-Mar-89 08-Mar-99 08-Mar- 2009
0940410 475,888 1.64 STAT 01-Jan-96 31-Dec- 2002
0937885 587,145 1.54 '94 11-May-88 01-Jul-96 01-Jun- 2002
0941049 446,621 1.37 STAT 19-Apr-90 15-May-2000 15-May- 2020
0940808 459,829 1.34 '94 01-Feb-90 20-Feb- 2000
0940045 400,614 1.25 '94 07-Sep-89 01-Oct-99 01-Oct- 2004
0933004 336,560 0.99 '94 01-Jan-86 01-Feb- 2001
0943149 440,172 1.31 '94 08-Sep-93 15-Oct- 2013
0940331 329,496 1.09 '94 01-Oct-89 01-Nov-99
0942479 475,822 1.55 '94 01-Apr-91 15-Apr-96
0933661 526,562 1.71 '94 18-Jun-86 01-Jul- 2000
0942315 484,974 1.53 '94 04-Apr-91 15-Apr-98
0931019 508,257 1.20 '94 14-Feb-83 01-Aug- 2007
0937861 357,323 1.14 '94 01-May-88 15-Jun- 2008
0937526 549,321 1.91 '94 06-Apr-88 01-May-98
0941505 271,201 0.90 STAT 28-Jun-90 01-Aug- 2000
0935724 351,727 1.18 '94 28-Sep-87 15-Oct-97 15-Oct- 2002
0941128 343,533 1.09 '94 20-Mar-90 01-Mar- 2000
0940318 445,695 1.52 '94 05-Oct-89 10-Oct- 2014
0938117 1,262,350 0.91 '94 19-Jul-88 15-Jul-96
0942637 607,497 2.14 '94 21-Jun-91 01-Jul-96
0943654 210,307 1.03 STAT 15-Feb-94 15-Jan-2007 15-Jan-97 15-Jan- 2007
0937198 217,406 1.29 '94 10-Feb-88 15-Feb-99 15-Feb-99
0934537 445,499 1.48 '94 01-Nov-86 01-Dec-96 01-Dec- 2001
0937204 330,531 1.33 STAT 02-May-88 03-May- 2000
0937691 297,797 1.15 '94 09-May-88 15-Jun-97 15-Jun- 2000
0943113 387,877 1.30 STAT 01-Jun-92 20-Jun- 2017
0932980 463,142 1.54 '94 18-Dec-85 01-Jan-99
0940537 333,650 1.17 '94 01-Nov-89 01-Jan- 2010
0935138 330,748 1.05 '94 01-May-87 10-Jun-97
0941712 3,601,300 1.15 '94 09-Aug-90 15-Aug-96 15-Aug- 2000
0935384 1,159,877 3.05 '94 29-Jun-87 01-Jul- 2007
0935839 624,026 1.98 '94 24-Sep-87 15-Oct-97 15-Oct- 2002
0938713 260,404 1.04 STAT 20-Dec-88 15-Feb-99
0934823 324,512 1.17 PF 09-Feb-87 01-Mar-97
0939110 379,871 1.28 '94 21-Feb-89 01-Mar-96 01-Mar- 2003
0938403 316,001 1.11 '94 03-Oct-88 01-Nov-98
0940616 354,805 1.05 '94 11-Jan-90 15-Jan- 2010
0937368 632,232 2.02 '94 01-Feb-88 01-Mar-98 01-Mar- 2003
0937010 262,298 0.96 '94 16-Mar-88 10-Apr-98 10-Apr- 2003
0932073 367,436 1.24 '94 29-Apr-85 01-May- 2000
0935116 455,446 1.55 '93 29-Apr-87 15-May-97 15-May- 2002
0940148 447,510 1.73 '94 27-Sep-89 15-Oct-99 15-Oct- 2009
0938373 832,789 2.32 '93 01-Sep-88 10-Nov- 2008
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0939018 158 302 YM 08-Mar-99 1988
0940410 84 300 Locked 01-Jul-2002 01-Jan-98 1989
0937885 76 270 YM 01-Jun-96 1985
0941049 292 360 YM 15-May-2000 1986
0940808 49 300 YM 20-Feb-2000 1968
0940045 104 360 YM 01-Oct-99 1987
0933004 60 300 YM 01-Feb-2001 1980
0943149 213 240 YM 15-Oct-2013 1993
0940331 45 360 YM 01-Nov-99 1987
0942479 3 360 YM 15-Apr-96 1989
0933661 53 279 YM 01-Jul-2000 1972
0942315 27 300 YM 15-Apr-98 1987
0931019 138 180 YM 01-Aug-2007 1974
0937861 149 360 YM 15-Jun-2008 1978
0937526 27 300 YM 01-May-98 1980
0941505 54 304 YM 01-Aug-2000 1974
0935724 81 300 YM 08-Oct-97 1984
0941128 49 300 YM 01-Mar-2000 1974
0940318 225 360 YM 10-Oct-2014 1976
0938117 6 264 YM 15-Jun-96 1976
0942637 5 360 YM 01-Jun-96 1991
0943654 132 0 YM 15-Jan-97 1983
0937198 37 0 YM 15-Feb-99 1978
0934537 70 304 YM 01-Dec-96 1975
0937204 52 360 Open to 9/3/96 1986
0937691 53 291 YM 26-May-97 1987
0943113 257 300 YM 20-Jun-2017 1980
0932980 35 240 YM 01-Jan-99 1985
0940537 167 360 YM 01-Jan-2010 1989
0935138 17 240 YM 10-Jun-97 1986
0941712 55 360 YM 15-Aug-2000 1990
0935384 137 240 YM 01-Jul-2007 1960
0935839 81 300 YM 05-Oct-97 1928
0938713 37 304 YM 15-Feb-99 1986
0934823 13 360 YM 01-Mar-97 01-Mar-95 1986
0939110 85 360 YM 01-Jan-96 1987
0938403 33 243 YM 01-Nov-98 1988
0940616 168 240 YM 15-Jan-2010 1989
0937368 85 360 YM 26-Feb-98 1950
0937010 87 300 YM 07-Apr-98 1987
0932073 51 300 YM 01-May-2000 1893
0935116 76 300 YM 12-May-97 1978
0940148 165 316 YM 15-Oct-99 1988
0938373 154 240 YM 10-Nov-2008 1972
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0939018 49.0 31-May-95 47,104 65 74.0
0940410 78.0 02-Jun-95 52,685 57 75.0
0937885 100.0 29-Jun-95 201,400 15 75.0
0941049 100.0 22-Jun-95 160,450 19 75.0
0940808 100.0 18-Jul-95 54 54,806 72.0
0940045 92.0 28-Feb-95 32,910 90 75.0
0933004 97.0 19-May-95 33,224 88 70.0
0943149 100.0 05-Jun-95 71,440 41 68.0
0940331 100.0 01-Jun-95 35,389 82 75.0
0942479 100.0 11-Jun-95 100,253 29 72.0
0933661 93.0 01-May-95 99,050 29 45.0
0942315 75.0 12-Jun-95 97 29,135 71.0
0931019 100.0 08-Jun-95 37,475 75 50.0
0937861 95.0 23-Jun-95 63 44,705 67.0
0937526 83.0 15-Jun-95 66,557 42 57.0
0941505 96.0 01-Sep-95 107,118 26 52.0
0935724 100.0 14-Jun-95 25,300 110 74.0
0941128 100.0 26-Jun-95 38,652 72 70.0
0940318 100.0 26-Jun-95 110 25,042 72.0
0938117 96.0 09-Jun-95 454 6,058 72.0
0942637 100.0 16-Jun-95 78,045 35 71.0
0943654 85.0 10-Aug-95 52,710 52 114.0
0937198 94.0 30-Jun-95 29,366 92 73.0
0934537 100.0 03-May-94 40,500 67 75.0
0937204 100.0 15-Jun-95 71,215 38 75.0
0937691 93.0 17-Feb-95 39,955 67 74.0
0943113 100.0 01-Jun-95 131,401 20 45.0
0932980 100.0 24-Feb-95 30,000 89 75.0
0940537 100.0 01-Mar-95 69,651 38 73.0
0935138 100.0 11-Jun-95 47 56,707 73.0
0941712 100.0 15-Jun-95 211,614 13 69.0
0935384 95.0 27-Jun-95 225 11,752 46.0
0935839 100.0 01-Jun-95 56,581 47 60.0
0938713 100.0 22-Jun-95 29,882 88 70.0
0934823 100.0 15-Jun-95 60,688 43 75.0
0939110 100.0 14-Jun-95 38,832 67 75.0
0938403 98.0 31-Dec-94 80 32,577 67.0
0940616 100.0 19-Jun-95 21,058 123 75.0
0937368 51.0 29-Jun-95 70,000 37 75.0
0937010 85.0 31-Dec-94 30,147 85 72.0
0932073 100.0 06-Feb-95 26,201 98 75.0
0935116 94.0 24-Jul-95 100 25,616 74.0
0940148 100.0 21-Jun-95 41,107 62 71.0
0938373 100.0 15-May-95 281 8,997 55.0
[PAGE 6 OF 14]
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0939031 235 Retail PRINCETON N. SHOPPING CENTER 1225 STATE ROAD, ROUTE 206 MONTGOMERY TWP
0939584 236 Office CENTURY ENGINEERING BUILDING 32 WEST ROAD TOWSON
0939365 237 Office THE GEO GROUP 6960 FLANDERS DRIVE SAN DIEGO
0924 238 Office 50 WEST CORPORATE CTR. PHASE I 3998 FAIR RIDGE DRIVE FAIRFAX
0935189 239 Multifamily 633 S. BARRINGTON 633 S. BARRINGTON AVE. LOS ANGELES
0942686 240 Retail DEERWOOD STATION PLAZA 8221 SOUTHSIDE BOULEVARD JACKSONVILLE
0934598 241 Retail CLOVERLY VILLAGE CENTER 15440 NEW HAMPSHIRE CLOVERLY
0934276 242 Retail HURST FEDERATED SHOPPING CTR. 1301 WEST PIPELINE HURST
0937757 243 Retail VILLA NORTE 3211 & 3251 Holiday Ct. LA JOLLA
0934410 244 Retail STONE HILL CENTER 900-980 ILLINOIS ROUTE 22 FOX RIVER GROVE
0937587 245 Industrial HAYVENHURST AIRPORT BUSINESS 7625 HAYVENHURST AVE. VAN NUYS
0941979 246 Retail MIDDLESEX SHOPPING CENTER 700-728 UNION AVENUE MIDDLESEX
0941566 247 Warehouse HANMAR ASSOCIATES 2910,2920,2930 TURNPIKE DRIVE UPPER MORELAND TWNSP
0935633 248 Multifamily BEARDSLEE COVE APARTMENTS 18804-18632 BEARDSLEE BOTHELL
0934318 249 Warehouse KISTLER GRAPHICS, INC. 4000 DAHLIA STREET/5000 41ST DENVER
0938219 250 Warehouse THE CONCORD BUILDING 701 ASHLAND AVENUE FOLCROFT BOROUGH
0932814 251 Office VENTURA COMMERCENTER 4567 TELEPHONE RD/1711 WOOD PL VENTURA
0938531 252 Warehouse SUNRISE DISTRIBUTION CENTER 11261-11291 SUNRISE PARK DRIVE RANCHO CORDOVA
0943719 253 Office ASHFORD III OFFICE BUILDING 901 THREADNEEDLE HOUSTON
0934008 254 Warehouse WESTINGHOUSE BUILDING 7121 STANDARD DRIVE HANOVER
0931706 255 Retail WALTON'S CORNER SHOPPING CTR. 3626 WALTON WAY AUGUSTA
0941578 256 Industrial HANMAR ASSOCIATES 300,375 CONSTANCE DRIVE WARMINSTER TOWNSHIP
0939845 257 Office LAKE FALLS PROFESSIONAL BLDG. 6115 FALLS ROAD BALTIMORE
0932711 258 Warehouse HUMBOLT BUSINESS PARK 10521-47 HUMBOLT STREET LOS ALAMITOS
0942261 259 Multifamily FULTON GARDEN ASSOCIATES 4610 FULTON AVE. SHERMAN OAKS
0937599 260 Office INSERRA PLAZA 20 RIDGE ROAD MAHWAH TOWNSHIP
0940392 261 Industrial J M F INVESTMENT & LOAN CO 12323 SHERMAN WAY NORTH HOLLYWOOD
0941347 262 Retail WALNUT GARDENS SHOPPING CENTER 3003-3193 WALNUT STREET BOULDER
0940240 263 Retail HILLTOP PLAZA 813 ROOSEVELT BOULEVARD MONROE
0942601 264 Office PEARL EAST OFFICE BUILDING 4875 PEARL EAST CIRCLE BOULDER
0937710 265 Warehouse AGOURA OAKS COMMERCE CENTER 29395, 97 & 99 AGOURA ROAD AGOURA HILLS
0937381 266 Industrial PROSPECT INDUSTRIAL PARK 2619-43 MIDPOINT DRIVE FORT COLLINS
0942406 267 Warehouse 121 N. ENGLAND AVE. 121 N. ENGLAND AVE. PISCATAWAY TWP.
0942739 268 Industrial WEST MARINE 10125 WESTLAKE DRIVE CHARLOTTE
0934328 269 Multifamily 3969 ADAMS STREET 3969 ADAMS STREET CARLSBAD
0932978 270 Retail HARBOR SQUARE 101/123 S HARBOR BLVD SANTA ANA
0932632 271 Retail BARRINGTON GATEWAY 2536 BARRINGTON AVE. LOS ANGELES
0940653 272 Retail FRIENDSHIP MALL 2210 ROUTE 9 HOWELL TWP.
0940252 273 Office WILDWOOD MEDICAL CENTER 10401 OLD GEORGETOWN ROAD BETHESDA
0934094 274 Multifamily WESTLAKE VILLAGE APARTMENTS 955 WEST 19TH STREET COSTA MESA
0934185 275 Warehouse OLYMPIC / BUNDY CENTER 12100 W. OLYMPIC BLVD. LOS ANGELES
0935037 276 Retail BEVERLY CENTER 362-370 N. BEVERLY DRIVE BEVERLY HILLS
0935128 277 Multifamily SYLMAR GARDEN ASSOCIATES 6310 SYLMAR AVENUE VAN NUYS
0938154 278 Multifamily PINE VIEW GARDENS 215 & 235 EAST MAIN STREET SOMERVILLE
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0939031 NJ 08558 1 1 2,526,774 Amortizing 7.900 262,380
0939584 MD 21204 1 1 2,505,657 Amortizing 9.250 288,948
0939365 CA 92126 1 1 2,498,037 Amortizing 7.125 220,524
0924 VA 22033 1 1 2,486,906 Amortizing 8.500 240,536
0935189 CA 90049 1 1 2,472,909 Amortizing 9.500 270,600
0942686 FL 32256 1 1 2,461,089 Amortizing 9.875 309,996
0934598 MD 20904 1 1 2,458,116 Amortizing 9.000 290,412
0934276 TX 76053 1 1 2,440,919 Amortizing 9.500 269,412
0937757 CA 92038 1 1 2,440,071 Amortizing 8.625 245,748
0934410 IL 60021 1 1 2,438,437 Amortizing 10.250 311,268
0937587 CA 91388 1 1 2,422,096 Amortizing 9.250 257,148
0941979 NJ 08846 1 1 2,421,534 Amortizing 10.500 323,484
0941566 PA 19090 2 1 2,413,173 Amortizing 10.375 271,632
0935633 WA 98012 1 1 2,393,074 Amortizing 9.250 256,164
0934318 CO 80216 1 1 2,382,916 Amortizing 10.500 309,324
0938219 PA 19032 1 1 2,378,664 Amortizing 8.600 261,768
0932814 CA 93003 1 1 2,375,243 Amortizing 9.125 259,128
0938531 CA 94570 2 1 2,345,164 Amortizing 8.250 228,432
0943719 TX 77079 1 1 2,343,750 Interest Only 7.250 169,922
0934008 MD 21076 1 1 2,341,124 Amortizing 9.875 265,716
0931706 GA 30909 1 1 2,333,820 Amortizing 10.250 276,720
0941578 PA 18974 2 1 2,326,280 Amortizing 10.375 277,776
0939845 MD 21209 1 1 2,324,812 Amortizing 9.000 236,076
0932711 CA 90721 1 1 2,319,213 Amortizing 8.625 217,248
0942261 CA 91423 2 1 2,317,304 Amortizing 9.625 244,800
0937599 NJ 7430 1 1 2,307,166 Amortizing 10.250 263,460
0940392 CA 91605 2 1 2,300,980 Amortizing 8.250 241,080
0941347 CO 80301 1 1 2,279,336 Amortizing 10.000 250,116
0940240 NC 28110 1 1 2,268,567 Amortizing 9.250 233,748
0942601 CO 80301 1 1 2,246,953 Amortizing 9.750 239,196
0937710 CA 91301 1 1 2,242,298 Amortizing 8.500 207,275
0937381 CO 80525 1 1 2,237,574 Amortizing 9.375 262,128
0942406 NJ 8854 2 1 2,236,101 Amortizing 9.250 229,044
0942739 NC 28273 2 1 2,225,839 Amortizing 9.500 232,080
0934328 CA 92008 1 1 2,198,298 Amortizing 9.500 241,716
0932978 CA 92704 1 1 2,197,677 Amortizing 9.500 245,148
0932632 CA 90049 1 1 2,196,552 Amortizing 9.000 238,236
0940653 NJ 7731 1 1 2,191,213 Amortizing 9.625 234,600
0940252 MD 20814 1 1 2,170,084 Amortizing 9.250 242,532
0934094 CA 92627 2 1 2,153,517 Amortizing 9.875 252,636
0934185 CA 90064 1 1 2,152,670 Amortizing 9.875 269,352
0935037 CA 90210 2 1 2,149,863 Amortizing 9.250 255,624
0935128 CA 91401 1 1 2,149,398 Amortizing 9.125 253,032
0938154 NJ 08876 1 1 2,140,142 Amortizing 10.625 308,088
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0939031 605,388 2.31 '94 02-Mar-89 15-Mar-2009
0939584 417,107 1.44 '93 13-Jun-89 01-Jul-99
0939365 268,961 1.22 '94 01-Mar-89 01-Apr-99
0924 394,598 1.64 STAT 01-Jan-96 31-Dec-2002
0935189 220,823 0.82 '94 01-May-87 10-Jun-97
0942686 378,549 1.22 PF 25-Jul-91 20-Aug-2001
0934598 354,898 1.22 STAT 23-Dec-86 01-Feb-97
0934276 552,165 2.05 '94 25-Nov-86 01-Dec-96
0937757 244,308 0.99 '94 01-Jul-88 01-Aug-98
0934410 323,990 1.04 '94 10-Nov-86 05-Dec-2011
0937587 231,446 0.90 '94 01-Mar-88 01-May-98
0941979 687,749 2.13 STAT 05-Oct-90 10-Oct-2010
0941566 251,967 0.93 '94 27-Aug-90 15-Sep-2000 15-Sep-2005
0935633 365,762 1.43 '94 24-Aug-87 05-Sep-97
0934318 327,407 1.06 PF 04-Nov-86 10-Nov-2001
0938219 257,021 0.98 '94 11-Oct-88 01-Nov-98
0932814 226,224 0.87 STAT 01-Dec-85 01-Jan-2000
0938531 271,091 1.19 '94 20-Oct-88 10-Nov-98 10-Nov-2003
0943719 319,966 1.88 PF 09-Sep-94 15-Sep-2001 15-Sep-2001
0934008 383,587 1.44 '94 23-Oct-86 01-Nov-2010
0931706 339,751 1.23 '94 09-May-85 10-Jun-2000
0941578 395,551 1.42 '94 27-Aug-90 15-Sep-2000 15-Sep-2005
0939845 289,772 1.23 '94 03-May-90 10-Jun-2000
0932711 210,877 0.97 '94 01-Oct-85 12-Nov-98
0942261 263,286 1.08 '94 01-Feb-91 10-Apr-96 10-Apr-2001
0937599 392,325 1.49 '93 22-Apr-88 15-May-2008
0940392 440,051 1.83 '94 01-Oct-89 01-Dec-99 01-Dec-2004
0941347 448,454 1.79 STAT 25-Apr-90 15-May-2000
0940240 268,320 1.15 '94 16-Oct-89 01-Nov-99
0942601 305,764 1.28 '94 13-Jun-91 15-Jul-2001
0937710 215,121 1.04 '94 01-May-88 01-Nov-2001
0937381 330,234 1.26 '94 29-Mar-88 10-Apr-2003
0942406 328,154 1.43 STAT 22-Apr-91 05-May-96 05-Apr-2001
0942739 291,957 1.26 '94 15-Jul-91 15-Aug-96 15-Aug-2001
0934328 336,593 1.39 '94 01-Jan-87 01-Mar-97
0932978 208,949 0.85 STAT 01-Mar-86 01-Apr-99
0932632 240,445 1.01 '94 01-Sep-85 10-Oct-2000
0940653 282,115 1.20 '94 11-Dec-89 01-Jan-2000
0940252 250,266 1.03 STAT 08-Feb-90 01-Mar-2000
0934094 279,447 1.11 '93 01-Oct-86 01-Nov-96 01-Nov-2001
0934185 390,865 1.45 STAT 11-Sep-86 01-Dec-96
0935037 473,104 1.85 '93 01-Apr-87 20-May-97 20-May-2002
0935128 252,094 1.00 '94 01-May-87 10-Jun-97
0938154 358,681 1.16 '94 01-Aug-88 18-Sep-2008
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0939031 158 240 YM 15-Feb-2009 1975
0939584 41 240 YM 01-Jul-99 1969
0939365 38 302 YM 01-Apr-99 1989
0924 84 300 Locked 01-Jul-2002 01-Jan-98 1986
0935189 17 305 YM 10-Jun-97 1986
0942686 67 240 YM 20-Aug-2001 1990
0934598 12 240 YM 01-Feb-97 01-Mar-95 1986
0934276 10 360 YM 01-Dec-96 1973
0937757 31 272 YM 01-Aug-98 1976
0934410 191 300 YM 05-Dec-2011 1981
0937587 27 305 YM 01-May-98 1987
0941979 177 240 YM 10-Oct-2010 1960
0941566 116 360 YM 15-Sep-2000 1983
0935633 20 304 YM 05-Sep-97 1986
0934318 70 300 YM 10-Nov-2001 1975
0938219 33 240 YM 01-Nov-98 1973
0932814 47 266 Locked 01-Jan-2000 1984
0938531 94 305 YM 31-Oct-98 1988
0943719 68 0 YM 15-Sep-2001 1979
0934008 177 360 YM 01-Nov-2010 1973
0931706 53 252 YM 10-Jun-2000 1984
0941578 116 300 YM 15-Sep-2000 1981
0939845 53 300 YM 10-Jun-2000 1986
0932711 34 360 YM 12-Nov-98 1984
0942261 63 360 YM 10-Apr-96 1990
0937599 148 360 YM 15-Mar-2008 1988
0940392 106 247 YM 01-Dec-99 1974
0941347 52 360 YM 15-May-2000 1976
0940240 45 336 YM 01-Nov-99 1989
0942601 66 343 YM 15-Jun-2001 1991
0937710 69 360 YM 01-Nov-2001 1987
0937381 87 240 YM 10-Mar-2003 1988
0942406 63 360 YM 05-May-96 1981
0942739 67 360 YM 15-Aug-96 1990
0934328 13 300 YM 01-Mar-97 1978
0932978 38 300 YM 01-Apr-99 1985
0932632 57 244 YM 10-Oct-2000 1985
0940653 47 360 YM 01-Jan-2000 1989
0940252 49 300 YM 01-Mar-2000 1965
0934094 69 276 YM 01-Nov-96 1979
0934185 10 243 YM 01-Dec-96 1968
0935037 76 244 Open to 5/20/96 1931
0935128 17 244 YM 10-Jun-97 1986
0938154 152 240 YM 18-Sep-2008 1973
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0939031 98.0 15-Jun-95 85,106 30 70.0
0939584 100.0 15-Jun-95 30,300 83 69.0
0939365 100.0 05-Jun-95 33,144 75 74.0
0924 91.0 13-Jun-95 58,293 43 75.0
0935189 100.0 14-Jun-95 27 91,589 70.0
0942686 94.0 22-Jun-95 31,064 79 68.0
0934598 100.0 22-Feb-95 24,092 102 74.0
0934276 100.0 01-May-95 55,400 44 60.0
0937757 95.0 17-Jun-95 20,141 121 68.0
0934410 100.0 01-Sep-95 73,013 33 75.0
0937587 86.0 19-Jun-95 50,000 48 71.0
0941979 100.0 16-Jul-95 77,477 31 48.0
0941566 100.0 16-Jun-95 80,800 30 72.0
0935633 96.0 31-Mar-95 90 26,590 66.0
0934318 100.0 16-Jun-95 133,903 18 74.0
0938219 87.0 04-May-95 90,000 26 75.0
0932814 90.0 30-Jun-95 44,258 54 73.0
0938531 100.0 15-Jun-95 88,896 26 70.0
0943719 83.0 25-Aug-95 89,546 26 91.0
0934008 100.0 12-Jun-95 46,752 50 75.0
0931706 100.0 14-Jun-95 54,187 43 72.0
0941578 100.0 16-Jun-95 83,600 28 69.0
0939845 100.0 14-Jun-95 38,088 61 63.0
0932711 76.0 09-May-95 64,864 36 74.0
0942261 100.0 16-Jun-95 32 72,416 70.0
0937599 100.0 26-Jun-95 23,500 98 69.0
0940392 100.0 20-Jun-95 49,920 46 71.0
0941347 100.0 01-Jun-95 38,643 59 67.0
0940240 95.0 06-Jun-95 54,220 42 75.0
0942601 100.0 20-Jun-95 30,832 73 73.0
0937710 96.0 14-Jun-95 36,663 61 75.0
0937381 100.0 01-May-95 57,600 39 75.0
0942406 100.0 31-Dec-94 83,200 27 75.0
0942739 100.0 27-Jun-95 115,200 19 75.0
0934328 93.0 01-Mar-95 74 29,707 71.0
0932978 100.0 09-May-95 16,288 135 75.0
0932632 85.0 31-Aug-95 20,648 106 63.0
0940653 76.0 19-Jun-95 46,065 48 36.0
0940252 92.0 19-Jun-95 33,960 64 70.0
0934094 97.0 10-Jun-95 60 35,892 72.0
0934185 99.0 14-Jun-95 42,516 51 47.0
0935037 38.0 01-Jun-95 11,830 182 59.0
0935128 94.0 13-Jun-95 54 39,804 74.0
0938154 98.0 24-Jun-95 88 24,320 66.0
[PAGE 7 OF 14]
</TABLE>
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
939092 279 Multifamily A M S PROPERTIES 245 SPALDING DR. BEVERLY HILLS
942832 280 Multifamily AVONDALE APARTMENTS 451 RIVERGATE WAY SACRAMENTO
933235 281 Office MONTPELIER PROFESSIONAL CENTER 9811 MALLARD DRIVE LAUREL
941852 282 Warehouse VALLEY BUSINESS CENTER 700 W MISSISSIPPI STREET DENVER
940689 283 Office TOWNSQUARE PROFESSIONAL BLDG 600 MT. PLEASANT AVE. DOVER
931106 284 Multifamily FLAGS WEST APARTMENTS 490 SIX FLAGS DRIVE AUSTELL
938105 285 Retail CREEKSIDE COMMONS 1101-1165 WEILAND ROAD BUFFALO GROVE
937678 286 Retail ARCHER CENTRAL PLAZA 5889-5915 ARCHER AVENUE CHICAGO
937964 287 Retail WANTAGE PLAZA 1-1450 STATE RT. 23 WANTAGE TOWNSHIP
933348 288 Retail 7126-7140 WISCONSIN AVENUE 7126-7140 WISCONSIN AVENUE BETHESDA
939420 289 Office CORINTH GARDENS 2211 CORINTH AVENUE LOS ANGELES
935268 290 Office UNIVERSITY PARK ASSOCIATES I I 987 University Avenue Los Gatos
935050 291 Industrial BOXMAKER BUILDING 6412 SOUTH 190TH KENT
938282 292 Industrial TURPANJIAN PROPERTIES 17321 S. VALLEY VIEW AVE. CERRITOS
934550 293 Retail McHenry Center 2720 McHenry Avenue MODESTO
938750 294 Retail BRICE SQUARE US 280 AND MCNATT STREET VIDALIA
941220 295 Industrial 111 URANIUM ROAD 111 URANIUM ROAD SUNNYVALE
934069 296 Retail ROSECROFT SHOPPING CENTER 3201-3297 BRINKLEY ROAD TEMPLE HILLS
933727 297 Multifamily AZALEA PARK APARTMENTS 2105 BOGARDE STREET DURHAM
934604 298 Office RAMPART MEDICAL CENTER 7606 & 7608 NORTH UNION BLVD. COLORADO SPRINGS
933533 299 Retail COOPER CENTER 8723 COOPER ROAD ALEXANDRIA
938956 300 Retail 9400 WHITTIER BLVD. 9400 WHITTIER BLVD. PICO RIVERA
938361 301 Warehouse THORNDALE BUSINESS CENTER 1230-1300 MARK STREET BENSENVILLE
943782 302 Retail ROUTE 124 PLAZA 18524-18658 WOODFIELD ROAD GAITHERSBURG
938543 303 Retail GARRITY SQUARE 1855 DEERFIELD ROAD HIGHLAND PARK
938300 304 Retail PINELAND PLAZA 617 STOKES ROAD MEDFORD TOWNSHIP
935396 305 Multifamily JAMESTOWN VILLAGE II 1161-1398 NORTH VAN DORN ST ALEXANDRIA
891 306 Warehouse BELTLINE CENTER 2640-2660 YONKERS ROAD RALEIGH
934045 307 Multifamily HALLWOOD APARTMENTS 7415-7535 S W HALL BOULEVARD BEAVERTON
939523 308 Warehouse 9279 CABOT DRIVE 9279 CABOT DRIVE SAN DIEGO
939675 309 Warehouse ENNISMORE OF ALBUQUERQUE 2121 EAST MAGNOLIA STREET PHOENIX
939675 310 Office WASHINGTON MEDICAL CENTER 2557 MOWRY AVENUE FREMONT
939298 311 Retail NEAR NORTH PLAZA 933-1003 WEST DIVERSEY PARKWAY CHICAGO
938518 312 Office WEST MAIN PLAZA 55 S. RAYMOND AVE. ALHAMBRA
942431 313 Retail PAYLESS DRUG STORE 949 Kendall Dr. SAN BERNARDINO
907 314 Retail PALISADES HIGHLANDS PLAZA 516-544 PALISADES DR PACIFIC PALISADES
934355 315 Retail ASHTON VILLAGE CENTER 1-31 OLNEY -- SANDY SPRING ROAD ASHTON
934732 316 Warehouse DEVCON ASSOCIATES 28 1283-1293 OLD MOUNTAIN VIEW SUNNYVALE
938191 317 Office ATTORNEY GENERAL BUILDING 4407 WOODVIEW DRIVE N E LACEY
943101 318 Warehouse SOUTH PLAINFIELD FIDELCO 3 AND 5 CENTURY ROAD SO. PLAINFIELD
940069 319 Industrial ALPHA ANALYTICAL BUILDING 8 WALK-UP DRIVE WESTBOROUGH
935700 320 Retail FLINT HILL BUILDING 11601-11631 NEBEL STREET ROCKVILLE
934458 321 Office PIKE PLACE 316, 320 & 324 W. PIKE STREET LAWRENCEVILLE
933454 322 Multifamily CASA BALBOA 6106 Beadnell Way San Diego
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
939092 CA 90212 1 1 2,134,327 Amortizing 10.375 297,000
942832 CA 95831 1 1 2,118,064 Amortizing 10.250 270,936
933235 MD 20708 1 1 2,117,131 Amortizing 9.625 238,260
941852 CO 80210 1 1 2,100,000 Interest Only 9.780 205,380
940689 NJ 07801 1 1 2,097,812 Amortizing 9.625 224,400
931106 GA 30001 1 1 2,087,115 Interest Only 7.500 156,534
938105 IL 60090 1 1 2,071,922 Amortizing 8.375 205,116
937678 IL 60638 1 1 2,068,904 Amortizing 8.875 213,468
937964 NJ 07461 1 1 2,063,330 Amortizing 10.000 289,512
933348 MD 20814 1 1 2,060,965 Amortizing 8.500 213,960
939420 CA 90064 1 1 2,056,683 Amortizing 8.500 198,924
935268 CA 95030 1 1 2,056,115 Amortizing 8.875 215,100
935050 WA 98032 1 1 2,018,528 Amortizing 9.125 215,136
938282 CA 90701 2 1 2,017,220 Amortizing 7.500 205,920
934550 CA 92807 2 1 2,016,329 Amortizing 9.500 221,988
938750 GA 30474 1 1 2,013,655 Amortizing 10.500 284,544
941220 CA 94086 2 1 2,000,805 Amortizing 10.000 260,556
934069 MD 20744 1 1 2,000,000 Interest Only 6.500 130,000
933727 NC 27705 1 1 1,996,424 Amortizing 9.000 214,296
934604 CO 80920 1 1 1,989,161 Amortizing 9.125 212,268
933533 VA 22309 2 1 1,986,052 Amortizing 9.750 224,568
938956 CA 90660 1 1 1,979,092 Amortizing 8.500 215,040
938361 IL 60106 1 1 1,973,833 Amortizing 8.625 197,856
943782 MD 20879 2 1 1,973,086 Amortizing 9.500 200,544
938543 IL 60035 2 1 1,972,839 Amortizing 9.125 206,088
938300 NJ 08055 1 1 1,949,197 Amortizing 9.000 200,556
935396 VA 22314 1 1 1,944,149 Amortizing 9.500 279,648
891 NC 27604 1 1 1,934,232 Amortizing 8.500 187,081
934045 OR 97005 1 1 1,927,763 Amortizing 9.750 217,152
939523 CA 92126 1 1 1,926,003 Amortizing 10.375 247,188
939675 AZ 85034 1 1 1,914,233 Amortizing 10.375 217,308
942996 CA 94538 1 1 1,914,224 Amortizing 10.125 285,720
939298 IL 60657 1 1 1,906,843 Amortizing 7.875 179,256
938518 CA 91801 1 1 1,896,327 Amortizing 10.375 217,308
942431 CA 92407 1 1 1,888,776 Amortizing 10.125 207,528
907 CA 90272 1 1 1,881,676 Amortizing 8.500 181,998
934355 MD 20861 1 1 1,875,962 Amortizing 9.750 210,792
934732 CA 94086 2 1 1,870,728 Amortizing 9.250 201,984
938191 WA 98503 1 1 1,867,528 Amortizing 8.875 191,784
943101 NJ 7080 1 1 1,864,447 Amortizing 9.750 227,652
940069 MA 1581 1 1 1,854,817 Amortizing 7.125 151,992
935700 MD 20852 1 1 1,845,804 Amortizing 8.875 191,868
934458 GA 30245 2 1 1,834,046 Amortizing 9.750 205,836
933454 CA 92117 1 1 1,832,367 Amortizing 9.875 209,556
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
939092 362,687 1.22 '94 01-Feb-89 10-Apr-2009
942832 226,141 0.83 '94 09-Oct-91 15-Nov-2011
933235 303,507 1.27 '94 27-Mar-86 01-Apr-99
941852 809,215 3.94 STAT 29-Jun-90 15-Aug-97 15-Aug-97
940689 347,131 1.55 '94 19-Dec-89 01-Feb-2010
931106 263,325 1.68 '94 17-Jan-84 01-Feb-99 01-Feb-99
938106 213,375 1.04 '94 16-Jun-88 30-Jun-98
937678 268,950 1.26 '94 27-Apr-88 01-May-98
937964 443,883 1.53 '94 19-Jul-88 10-Aug-2008
933348 314,364 1.47 '94 12-Mar-86 01-Apr-99
939420 344,594 1.73 STAT 01-Jan-96 31-Dec-2002
935268 239,500 1.11 STAT 12-May-87 01-Jun-99
935050 254,219 1.18 '94 01-Jun-87 01-Jun-97
938282 234,420 1.14 '94 01-Sep-88 01-Oct-98 01-Oct-2003
934550 353,278 1.59 '94 21-Jan-87 01-Feb-98 01-Feb-2002
938750 300,983 1.06 '94 05-Jan-89 15-Jan-2008
941220 447,041 1.72 STAT 21-Sep-90 01-Oct-2000 01-Oct-2010
934069 484,942 3.73 STAT 17-Sep-86 25-May-99 25-May-99
933727 249,555 1.16 '94 15-Jul-86 01-Aug-99
934604 327,897 1.54 '94 31-Mar-87 20-Apr-97
933533 251,679 1.12 STAT 09-Jun-86 01-Jul-96 01-Jul-2001
938956 272,322 1.27 '94 01-Jan-89 01-Feb-99
938261 204,858 1.04 '94 09-Nov-88 05-Dec-98
943782 267,988 1.34 '93 10-Nov-94 01-Dec-2001 01-Dec-2004
938543 193,262 0.94 '94 18-Oct-88 01-Nov-98 01-Nov-2003
938300 249,327 1.24 '94 07-Feb-89 10-Mar-99
935396 851,828 3.05 '94 29-Jun-87 01-Jul-2007
891 253,543 1.36 STAT 01-Jan-96 31-Dec-2002
934045 254,085 1.17 '94 28-Aug-86 10-Sep-96
939523 271,365 1.10 '94 01-May-89 01-Jun-99
939675 353,282 1.63 STAT 02-Oct-89 01-Nov-99
942996 305,612 1.07 '94 24-Mar-92 15-Apr-2007
939298 197,632 1.10 '94 31-Mar-89 01-Apr-99
938518 307,879 1.42 '94 01-Nov-88 01-Dec-2008
942431 239,977 1.16 PF 01-Apr-91 01-May-2021
907 240,745 1.32 '94 01-Jan-96 31-Dec-2002
934355 269,117 1.28 '94 18-Nov-86 01-Dec-96
934732 212,840 1.05 STAT 29-Jan-87 01-Mar-97 01-Apr-2002
938191 259,348 1.35 '94 15-Aug-88 01-Sep-98
943101 283,563 1.25 STAT 28-Jul-92 01-Aug-2012
940069 271,731 1.79 STAT 25-Sep-89 01-Oct-99
935700 205,199 1.07 '94 22-Oct-87 01-Nov-97
934458 252,152 1.23 '94 26-Nov-86 15-Dec-96 15-Dec-2001
933454 294,441 1.41 '94 01-Apr-86 01-May-96
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
939092 159 214 YM 10-Apr-2009 1963
942832 190 240 YM 15-Nov-2011 1986
933235 38 300 YM 01-Apr-99 01-Apr-92 1975
941852 19 0 YM 15-Aug-97 1982
940689 168 360 YM 01-Feb-2010 1984
931106 36 0 YM 01-Feb-99 1971
938105 29 300 YM 30-Jun-98 1986
937678 27 300 YM 01-May-98 1988
937964 151 240 YM 10-Aug-2008 1968
933348 38 264 YM 01-Apr-99 1960
939420 84 300 Locked 01-Jul-2002 01-Jan-98 1988
935268 40 286 YM 01-Jun-99 1978
935050 16 300 YM 01-May-97 1987
938282 92 240 YM 01-Oct-98 1974
934550 72 360 YM 29-Jan-98 1973
938750 144 240 YM 15-Jan-2007 1988
941220 176 240 YM 19-Sep-2000 1968
938069 40 0 YM 25-May-99 1968
933727 42 264 YM 01-Aug-99 1966
934604 15 304 YM 20-Apr-97 1986
933533 65 300 YM 28-Jun-96 1984
938956 36 244 YM 01-Feb-99 1988
938361 35 300 YM 05-Nov-98 1970
943782 106 360 YM 01-Dec-2001 1986
938543 93 310 YM 01-Nov-98 1988
938300 38 300 YM 10-Mar-99 1988
935396 137 240 YM 01-Jul-2007 1962
891 84 300 Locked 01-Jul-2002 01-Jan-98 1985
934045 8 304 YM 10-Sep-96 1985
939523 40 360 YM 01-Jun-99 1979
939675 45 360 YM 01-Nov-99 1976
942996 135 180 YM 15-Jan-2007 1977
939298 38 300 YM 01-Apr-99 1982
938518 154 360 YM 01-Dec-2008 1986
942431 303 360 YM 01-May-2021 1991
907 84 300 Locked 01-Jul-2002 01-Jan-98 1987
934355 10 304 YM 01-Dec-96 1986
934732 74 292 YM 19-Feb-97 1978
938191 31 303 YM 01-Sep-98 1988
943101 198 240 YM 01-Aug-2012 1960
940069 44 360 YM 01-Oct-99 1982
935700 21 300 YM 01-Nov-97 1983
934458 71 300 YM 15-Dec-96 1981
933454 3 300 YM 01-May-96 01-May-94 1980
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
939092 100.0 17-Jun-95 26 82,089 57.0
942832 97.0 19-Jun-95 76 27,869 62.0
933235 98.0 26-Sep-95 36,861 57 73.0
941852 97.0 19-Jun-95 202,540 10 33.0
940689 100.0 05-Apr-95 23,668 89 69.0
931106 85.0 13-Jun-95 156 13,379 58.0
938105 100.0 01-Mar-95 23,109 90 73.0
937678 100.0 16-Jan-95 29,171 71 74.0
937964 100.0 18-Jul-95 111,780 18 53.0
933348 100.0 04-Jul-95 20,502 101 70.0
939420 89.0 27-Jul-95 23,045 89 75.0
935268 100.0 14-Jun-95 19,880 103 75.0
935050 100.0 31-Mar-95 64,088 32 74.0
938282 100.0 09-May-95 124,604 16 59.0
934550 92.0 01-Jan-95 33,400 60 74.0
938750 97.0 21-Jun-95 61,361 33 61.0
941220 100.0 15-Jun-95 125,733 16 45.0
934069 87.0 26-Jun-95 119,010 17 72.0
933727 97.0 07-Jun-95 108 18,485 70.0
934604 100.0 07-Mar-95 23,227 86 75.0
933533 80.0 22-May-95 24,701 80 70.0
938956 100.0 02-Jun-95 17,389 114 74.0
938261 80.0 31-Jan-95 53,371 37 70.0
943782 90.0 24-Apr-95 26,300 75 53.0
938543 86.0 01-Sep-95 18,011 110 74.0
938300 100.0 18-May-95 18,331 106 75.0
935396 99.0 18-Jun-95 153 12,707 51.0
891 69.0 06-Jul-95 88,227 22 75.0
934045 100.0 01-Nov-94 76 25,365 76.0
939523 100.0 05-Jun-95 55,357 35 71.0
939675 100.0 01-Nov-95 52,000 37 75.0
942996 100.0 02-Jun-95 24,545 78 54.0
939298 94.0 31-Mar-94 16,547 115 70.0
938518 93.0 19-May-95 23,519 81 60.0
942431 100.0 16-Jun-95 23,672 80 71.0
907 79.0 31-May-95 25,040 75 75.0
934355 89.0 01-Jan-95 19,800 95 74.0
934732 100.0 29-Jun-95 43,681 43 73.0
938191 100.0 12-Oct-93 32,724 57 73.0
943101 100.0 31-Dec-94 92,104 20 56.0
940069 100.0 22-Apr-94 17,522 106 74.0
935700 100.0 13-Apr-95 19,999 92 75.0
934458 95.0 08-May-95 37,400 49 75.0
933454 95.0 31-Dec-94 88 20,822 69.0
[PAGE 8 OF 14]
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<PAGE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0938026 323 Retail WOODLAWN SPECIALTY CENTER 1197 & 1199 JOHNSON FERRY ROAD ATLANTA
0940306 324 Multifamily PARKSIDE COURT APARTMENTS 1470-1480 PARKSIDE AVE. EWING TOWNSHIP
0933752 325 Office THE BILL MILBURN BUILDING 11911 BURNET ROAD AUSTIN
0939782 326 Retail COPELAND'S SPORTS CENTER 11955 S W CANYON ROAD BEAVERTON
0943435 327 Retail VILLAGE AT VALLEY RANCH 9400 & 9448 MCARTHUR BLVD IRVING
0939811 328 Office SHEPARD PARK OFFICE CENTER 2177 YOUNGMAN AVE. ST. PAUL
0969 329 Retail HARBOR PLACE SHOPPING CENTER 415 EGG HARBOR RD WASH TOWNSHIP
0935736 330 Retail 5420 BUTLER ROAD Various Various
00935736A 330A Other 5420 BUTLER ROAD 5420 BUTLER ROAD BETHESDA
00935736B 330B Retail 5437-5439 BUTLER ROAD 5437-5439 BUTLER ROAD BETHESDA
0938695 331 Industrial KIRKLAND BUSINESS CENTER 11800 N E, 112TH & 116TH STS KIRKLAND
0942613 332 Warehouse 2555 MIDPOINT DRIVE 2555 MIDPOINT DRIVE FORT COLLINS
0937575 333 Retail CLOVERLY CENTER 15507-15537 NEW HAMPSHIRE AVE. LOVERLY
0943630 334 Industrial EAST COLLINS L P 1089 EAST COLLINS BOULEVARD RICHARDSON
0934641 335 Multifamily WILLOWGATE APARTMENTS 707-868 WILLOWGATE CIRCLE LILBURN
0938129 336 Retail PALMS PLAZA 1155 S DALE MABRY HIGHWAY TAMPA
0943071 337 Retail PILGRIM SHOPPING CENTER ROUTE 23 & CLARIDGE DR. CEDAR GROVE & VERONA
0933178 338 Retail 1637 P STREET N W 1637 P STREET, N W WASHINGTON
0942248 339 Retail CHULA VISTA CENTER 362-398 F ST. CHULA VISTA
0933946 340 Multifamily ABCO CROWN VILLA LTD. 9909 HAZARD AVE. GARDEN GROVE
0934434 341 Office WYNGATE MEDICAL PARK 5602-5654 SHIELDS DRIVE BETHESDA
0939808 342 Industrial SMURFIT FLEXIBLE PACKAGING 1228 EAST TOWER ROAD SCHAUMBURG
0940409 343 Retail EAST ON ARAPAHOE 5340-5380 ARAPAHOE ROAD BOULDER
0942947 344 Industrial BOYD ENTERPRISES 815-849 W. 18th St. COSTA MESA
0933685 345 Office THE OLNEY BUILDING 17904 GEORGIA AVENUE OLNEY
0939146 346 Warehouse 1975 WARTHMORE AVENUE 1975 SWARTHMORE AVENUE LAKEWOOD
0920 347 Retail CLEVELAND PLAZA SHOPPING CTR. 1213 CLEVELAND STREET CLEARWATER
0937812 348 Multifamily 645 REDONDO AVENUE 645 REDONDO AVENUE LONG BEACH
0935402 349 Office ARACOR BUILDING 425 LAKESIDE DRIVE SUNNYVALE
0939029 350 Retail HERITAGE WALK 861 HOLCOMB BRIDGE ROAD ROSWELL
0940949 351 Warehouse BLOOMINGTON BUSINESS PARK 900 AND 1000 WEST 80TH STREET BLOOMINGTON
0939213 352 Retail CLOCKTOWER SQUARE S W C PLAINFIELD RD & 75TH STR NAPERVILLE
0931883 353 Retail 1390 VENTURA BOULEVARD 13901 VENTURA BLVD. SHERMAN OAKS
0938002 354 Office GASKIN EYE CLINIC 100 QUEENS ROAD CHARLOTTE
0967 355 Retail SIERRA MADRE 2361-2393 COLORADO BOULEVARD PASADENA
0968 356 Retail CENTER SQUARE 475 HURFFVILLE -- CROSS KEYS RD WASHINGTON TOWNSHIP
0939389 357 Warehouse 4800 BUILDING 4800 BENSON AVENUE BALTIMORE
0941542 358 Industrial STREET ROAD INDUSTRIAL PARK 340 & 355 PATRICIA/744 NINA WARMINSTER
0933193 359 Warehouse DEVCON ASSOCIATES 37 320 S. MILPITAS BOULEVARD MILPITAS
0937681 360 Retail GROVE PLAZA 2240 PLAZA BLVD. NATIONAL CITY
0935279 361 Warehouse 707 REMINGTON ROAD 707 REMINGTON ROAD SCHAUMBURG
0935 362 Office CRAIG CORPORATE CENTER 500 CRAIG ROAD MANALAPAN
0940926 363 Industrial CENTRAL SPUR PROPERTIES 2700 RYDIN ROAD RICHMOND
0934057 364 Warehouse 1201-1223 AVENUE J 1201-1223 AVENUE J GRAND PRAIRIE
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0938026 GA 30328 1 1 1,831,090 Amortizing 9.000 236,280
0940306 NJ 8638 1 1 1,830,126 Amortizing 9.250 205,536
0933752 TX 78766 1 1 1,821,134 Amortizing 9.875 207,480
0939782 OR 97005 1 1 1,811,081 Amortizing 9.250 189,048
0943435 TX 75063 1 1 1,806,174 Amortizing 8.750 185,724
0939811 MN 55116 1 1 1,802,976 Amortizing 8.500 177,516
0969 NJ 7675 1 1 1,799,138 Amortizing 8.500 174,014
0935736 Vr Vrs 1 1 1,799,727 Amortizing 8.875 187,068
0935736A MD 20814 0 0.000 0
0935736B MD 20814 0 0.000 0
0938695 WA 98034 1 1 1,787,876 Amortizing 8.125 172,188
0942613 CO 80525 2 1 1,768,664 Amortizing 9.625 220,044
0937575 MD 20904 1 1 1,761,895 Amortizing 8.500 176,376
0943630 TX 75210 1 1 1761,568 Amortizing 8.500 172,128
0934641 GA 30247 1 1 1,732,191 Amortizing 9.125 205,752
0938129 FL 33629 1 1 1,730,196 Amortizing 8.750 175,968
0943071 NJ 7009 2 1 1,728,144 Amortizing 8.750 239,868
0933178 DC 20005 1 1 1,725,615 Amortizing 9.500 192,504
0942248 CA 92010 1 1 1,721,517 Amortizing 10.375 225,720
0933946 CA 92644 2 1 1,714,725 Amortizing 10.000 217,092
0934434 MD 20814 1 1 1,713,220 Amortizing 9.250 205,536
0939808 IL 60195 1 1 1,710,226 Amortizing 11.000 240,552
0940409 CO 80306 2 1 1,708,196 Amortizing 9.375 179,364
0942947 CA 92627 2 1 1,704,245 Amortizing 9.750 254,256
0933685 MD 20832 1 1 1,700,964 Amortizing 9.500 188,724
0939146 NJ 8701 1 1 1,698,933 Amortizing 10.250 235,596
0920 FL 34618 1 1 1,692,291 Amortizing 8.500 163,680
0937812 CA 90814 1 1 1,692,809 Amortizing 10.125 191,556
0935402 CA 94086 2 1 1,648,900 Amortizing 9.000 173,460
0939029 GA 30075 1 1 1,644,586 Amortizing 8.000 156,396
0940949 MN 55420 2 1 1,644,222 Amortizing 9.375 172,176
0939213 IL 60565 1 1 1,643,625 Amortizing 10.500 189,252
0931883 CA 91423 1 1 1,637,037 Amortizing 9.500 185,280
0938002 NC 28204 2 1 1,630,656 Amortizing 8.500 163,032
0967 CA 91050 1 1 1,620,630 Amortizing 8.500 156,749
0968 NJ 7675 1 1 1,597,734 Amortizing 8.500 154,534
0939389 MD 21227 1 1 1,590,304 Amortizing 8.500 171,804
0941542 PA 18974 2 1 1,588,374 Amortizing 10.375 189,684
0933193 CA 95035 2 1 1,579,903 Amortizing 9.750 179,352
0937681 CA 92050 1 1 1,578,665 Amortizing 9.500 170,772
0935279 IL 60172 2 1 1,554,397 Amortizing 9.250 167,004
0935 NJ 7728 1 1 1,540,027 Amortizing 8.500 148,953
0940926 CA 94804 2 1 1,526,737 Amortizing 9.500 161,448
0934057 TX 75050 1 1 1,522,525 Amortizing 9.875 158,940
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0938026 248,346 1.05 '94 27-May-88 01-Jun-2003
0940306 337,939 1.64 '94 02-Nov-89 10-Nov-99
0933752 320,919 1.55 '94 27-Jun-86 01-Jul-96
0939782 341,821 1.81 '94 08-Aug-89 01-Sep-99
0943435 306,596 1.65 '94 19-Nov-92 01-Dec-2002
0939811 172,190 0.97 '94 01-Jun-89 05-Jul-99
0969 239,806 1.38 PF 01-Jan-96 31-Dec-2002
0935736 278,342 1.49 '93 07-Oct-87 01-Nov-97
0935736A 0 0.00
0935736B 0 0.00
0938695 513,874 2.98 STAT 14-Dec-88 01-Jan-99
0942613 300,246 1.36 '94 13-Jun-91 15-Jul-96 15-Jul-2001
0937575 297,262 1.69 STAT 12-May-88 01-Jun-98
0943630 229,834 1.34 '94 01-Mar-94 01-Mar-2004
0934641 221,591 1.08 '94 17-Feb-87 01-Mar-97
0938129 240,072 1.36 '94 08-Aug-88 15-Aug-98
0943071 745,286 3.11 '94 15-Jun-92 01-Jul-97 01-Jul-2002
0933178 298,681 1.55 '94 31-Mar-86 01-Apr-96
0942248 246,242 1.09 STAT 01-Feb-91 15-Mar-2011
0933946 269,227 1.24 '93 01-Sep-86 01-Oct-96 01-Oct-2001
0934434 403,717 1.96 '94 18-Dec-86 01-Feb-97
0939808 399,426 1.66 '94 15-Nov-89 15-Dec-2009
0940409 296,328 1.65 STAT 08-Nov-89 01-Dec-99 01-Dec-2009
0942947 649,200 2.55 '93 01-Dec-91 01-Jan-97 01-Jan-2002
0933685 180,343 0.96 '94 30-Jun-86 01-Aug-96
0939146 256,863 1.09 '94 09-Mar-89 01-Apr-2009
0920 246,242 1.50 STAT 01-Jan-96 31-Dec-2002
0937812 297,706 1.55 STAT 01-May-88 01-Jun-2008
0935402 234,835 1.35 '94 29-Jun-87 05-Aug-97 05-Aug-2002
0939029 143,073 0.91 STAT 08-Feb-89 15-Feb-99
0940949 179,348 1.04 STAT 27-Feb-90 05-Mar-2000 05-Mar-2010
0939213 260,046 1.37 '94 23-Mar-89 15-Apr-2009
0931883 166,922 0.90 STAT 01-May-85 01-Jun-2000
0938002 260,463 1.60 '94 16-Jun-88 01-Jul-98 01-Jul-2008
0967 194,495 1.24 PF 01-Jan-96 31-Dec-2002
0968 232,879 1.51 '94 01-Jan-96 31-Dec-2002
0939389 210,592 1.23 STAT 20-Apr-89 01-May-99
0941542 148,365 0.78 '94 27-Aug-90 15-Sep-2000 15-Sep-2005
0933193 314,828 1.76 '94 12-Mar-86 01-Apr-96 01-Apr-2001
0937681 177,089 1.04 '93 01-Mar-88 10-Apr-97
0935279 213,951 1.28 '94 01-Jun-87 01-Jul-97 01-Jul-2002
0935 327,185 2.20 STAT 01-Jan-96 31-Dec-2002
0940926 222,019 1.38 '94 19-Mar-90 01-Apr-2000 01-Apr-2005
0934057 181,965 1.14 STAT 12-Aug-86 31-Dec-99
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0938026 88 192 YM 01-Jun-2003 1987
0940306 46 300 YM 10-Nov-99 1974
0933752 6 304 YM 01-Jul-96 27-Jun-89 1982
0939782 43 288 Open 1989
0943435 82 300 YM 18-Nov-97 1986
0939811 42 303 YM 05-Jul-99 1982
0969 84 300 Locked 01-Jul-2002 01-Jan-98 1988
0935736 21 300 YM 01-Nov-97 Vrs
0935736A 0 0 1986
0935736B 0 0 1986
0938695 35 300 YM 01-Jan-99 1968
0942613 66 240 YM 15-Jul-96 1991
0937575 28 300 YM 01-Jun-98 1974
0943630 97 300 YM 01-Mar-2004 1983
0934641 13 240 YM 01-Mar-97 1980
0938129 31 300 YM 15-Aug-98 1983
0943071 77 180 YM 01-Jul-97 1960
0933178 2 300 YM 01-Apr-96 01-Apr-89 1985
0942248 182 240 YM 15-Mar-2011 1960
0933946 68 244 YM 01-Oct-96 1973
0934434 12 300 YM 01-Feb-97 01-Jan-95 1978
0939808 167 240 YM 15-Dec-2009 1968
0940409 167 342 YM 01-Dec-99 1989
0942947 71 180 YM 01-Jan-97 1960
0933685 6 300 YM 01-Aug-96 1978
0939146 158 240 YM 01-Apr-2009 1988
0920 84 300 Locked 01-Jul-2002 01-Jan-98 1954
0937812 148 360 YM 01-Jun-2008 1988
0935402 79 300 YM 02-Aug-97 1977
0939029 37 300 YM 15-Feb-99 1989
0940949 170 360 YM 05-Mar-2000 1987
0939213 159 360 YM 15-Apr-2009 1988
0931883 52 260 YM 01-Jun-2000 1985
0938002 149 300 YM 01-Jul-98 1985
0967 84 300 Locked 01-Jul-2002 01-Jan-98 1985
0968 84 300 Locked 01-Jul-2002 01-Jan-98 1987
0939389 39 240 YM 01-May-99 1976
0941542 116 300 YM 15-Sep-2000 1983
0933193 62 302 YM 22-Mar-96 1981
0937681 15 288 YM 10-Apr-97 1988
0935279 77 300 YM 01-Jul-97 1986
0935 84 300 Locked 01-Jul-2002 01-Jan-98 1988
0940926 110 360 YM 17-Mar-2000 1974
0934057 47 360 YM 31-Dec-99 1981
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0938026 100.0 30-Jun-95 13,060 140 75.0
0940306 97.0 14-Jun-95 96 19,064 53.0
0933752 100.0 06-Mar-95 27,000 67 74.0
0939782 100.0 31-Dec-94 29,672 61 67.0
0943435 93.0 21-Mar-95 26,393 68 68.0
0939811 100.0 27-Apr-95 21,836 83 73.0
0969 61.0 05-Jun-95 30,130 60 75.0
0935736 0.0 25,500 71 71.0
0935736A 100.0 01-Mar-95 19,000 0 0.0
0935736B 77.0 18-May-94 6,500 0 0.0
0938695 95.0 14-Feb-95 110,747 16 47.0
0942613 100.0 01-May-95 47,500 37 68.0
0937575 100.0 01-Jan-95 28,060 63 75.0
0943630 100.0 13-Mar-95 64,155 27 94.0
0934641 95.0 18-May-95 61 28,397 72.0
0938129 95.0 11-Jul-95 33,050 52 64.0
0943071 100.0 31-Dec-94 180,193 10 34.0
0933178 100.0 03-Mar-95 14,800 117 75.0
0942248 92.0 01-Jan-95 48,609 35 41.0
0933946 95.0 31-Dec-93 61 28,110 61.0
0934434 96.0 01-Feb-95 23,640 72 75.0
0939808 100.0 02-Nov-94 75,127 23 61.0
0940409 100.0 01-Mar-95 22,691 75 75.0
0942947 100.0 09-May-95 153,761 11 28.0
0933685 84.0 31-Dec-94 27,726 61 75.0
0939146 100.0 31-Dec-94 55,000 31 59.0
0920 67.0 07-Jun-95 75,820 22 63.0
0937812 90.0 09-May-95 59 28,692 71.0
0935402 100.0 29-Jun-95 25,695 64 72.0
0939029 100.0 06-Apr-95 19,025 86 75.0
0940949 90.0 01-Mar-95 40,200 41 72.0
0939213 100.0 08-Mar-95 15,350 107 75.0
0931883 85.0 11-Jul-95 14,843 110 60.0
0938002 100.0 31-Mar-95 17,838 91 70.0
0967 76.0 30-May-95 15,955 102 75.0
0968 74.0 11-Jul-95 34,125 47 75.0
0939389 84.0 31-Dec-94 66,211 24 64.0
0941542 100.0 30-May-95 48,700 33 69.0
0933193 100.0 05-Jun-95 35,460 45 69.0
0937681 83.0 05-Jun-95 16,007 99 74.0
0935279 100.0 15-Aug-95 49,860 31 74.0
0935 100.0 20-Jun-95 30,848 50 40.0
0940926 100.0 01-Dec-94 36,699 42 75.0
0934057 100.0 01-Oct-95 60,000 25 75.0
[PAGE 9 OF 14]
</TABLE>
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<PAGE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0935025 365 Multifamily TARZANA COURT APARTMENTS 5544 YOLANDA AVENUE TARZANA
0943496 366 Office PACIFICA UNION PLACE 141 UNION BOULEVARD LAKEWOOD
0933119 367 Office TRIPLEX DIRECT MARKETING 20 LEVERONI COURT NOVATO
0939006 368 Retail 15 SOUTH PLAZA 694 ROUTE 15 SOUTH JEFFERSON TWP.
0933363 369 Warehouse ATG INCORPORATED 47375 Fremont Boulevard Fremont
0938397 370 Retail LA MESA CENTER 8372 Center Dr. La Mesa
0940823 371 Warehouse CROW --SOUTHPORT BUSINESS PARK 5921-5937 LOOP 610 SOUTH HOUSTON
0941529 372 Warehouse JOHN CRANE WAREHOUSE FACILITY 17080 MILL FOREST ROAD CLEAR LAKE CITY
0939602 373 Warehouse AMERICAN INTERNATIONAL 1040 AVENIDA ACASO CAMARILLO
0934288 374 Warehouse SHERWIN WILLIAMS COMPANY 1450 AVENUE R GRAND PRAIRIE
0939833 375 Multifamily TIMBERLAWN APARTMENTS 15850 NORTHEAST 40TH STREET REDMOND
0933788 376 Warehouse SOUTHLAWN BUILDINGS 14650 SOUTHLAWN LANE ROCKVILLE
0939225 377 Warehouse VOORHEES CORPORATE PARK 701 COOPER ROAD VOORHEES TOWNSHIP
0972 378 Warehouse HUNTINGTON COMMERCE CENTER 15121 GRAHAM ST. HUNTINGTON BEACH
0933703 379 Warehouse 2629-2649 TERMINAL BOULEVARD 2629-2649 TERMINAL BOULEVARD MOUNTAIN VIEW
0938257 380 Office FLOURNEY CORPORATION HEADQTRS 900 BROOKSTONE CENTER PARKWAY COLUMBUS
0918 381 Retail SENECA PARK PLAZA 13501 CLOPPER RD. GERMANTOWN
0932401 382 Retail VON'S SUPERMARKET / GROCERY 12565 CARSON STREET HAWAIIAN GARDENS
0935876 383 Retail WINN DIXIE PLAZA 2134-2200 S. ATLANTIC AVENUE DAYTONA BEACH SHORES
0934811 384 Retail WHALEY'S SHOPPING CENTER 533 SOUTH HOWARD AVENUE TAMPA
0935451 385 Warehouse GILLESPI BUSINESS CENTER I I 2135 DEFOOR HILLS ROAD ATLANTA
0934227 386 Industrial WESCOTURF BUILDING 2101 CANTU COURT SARASOTA
0939614 387 Retail THE MARKET 430 MARKET STREET ELMWOOD PARK
0932863 388 Office BING HONG MAH & JEAN B. MAH 636-638 Webster Street Oakland
0934639 389 Multifamily COUNTRY QUARTERS APTS 2180-2246 COUNTRY QUARTERS WAL SNELLVILLE
0942698 390 Retail PABLO VILLAGE CENTER 1222 S. 3RD STREET JACKSONVILLE BEACH
0933518 391 Multifamily TAMARA COLONIAL ESTATES 372 S E 194TH AVENUE PORTLAND
0937654 392 Retail IRVING -- KIMBALL SHOPPING CENT 3401-3417 WEST IRVING PARK ROA CHICAGO
0933855 393 Warehouse 848 EAST GISH ROAD 848 EAST GISH ROAD SAN JOSE
0939687 394 Office 970 DEWING AVENUE 970 DEWING AVENUE LAFAYETTE
0933207 395 Industrial 12532 BARRINGER ST. 12532 Barringer St. So. El Monte
0937915 396 Retail LARCHMONT BOULEVARD BUILDING 242-252 N. LARCHMONT BLVD. LOS ANGELES
0938831 397 Retail CLINTON SQUARE 6415 OLD ALEXANDRIA FERRY RD CLINTON
0937484 398 Office 1409 KINGS HIGHWAY, NORTH 1409 KINGS HIGHWAY, NORTH CHERRY HILL TOWNSHIP
0937551 399 Warehouse 2101-2144 HELLMAN AVE. 2101-2144 HELLMAN AVE. ONTERIO
0940641 400 Retail NORTH BEACH VILLAGE SHPG CTR 1505 3RD STREET NORTH JACKSONVILLE BEACH
0934859 401 Multifamily CHATEAU BRENTANA APARTMENTS 11666 MONTANA AVE. LOS ANGELES
0934033 402 Warehouse LORAL BUILDING 7235 STANDARD DRIVE HANOVER
0935086 403 Office WESTLAKE OFFICE PLAZA 2835 Townsgate Rd. THOUSAND OAKS
0937423 404 Office 105 SOUTH MAPLE AVENUE 105 MORRIS AVENUE SPRINGFIELD
0931603 405 Retail COSTA VILLA SHOPPING CENTER 1155 COAST VILLAGE ROAD SANTA BARBARA
0931238 407 Retail IRA FOREST CENTER 15611-19 VENTURA BLVD. ENCINO
0939742 409 Multifamily BAYFRONT VILLAS APARTMENTS 3201 58TH STREET SOUTH GULFPORT
0940434 410 Retail BERWYN PLAZA 6901 WEST OGDEN AVENUE BERWYN
<PAGE>
<CAPTION>
Prop Sched Mtg. Annual
Loan Prop Zip Loan Lien Prin Amort Int. Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0935025 CA 91356 1 1 1,520,755 Amortizing 7.875 147,384
0943496 CO 80215 1 1 1,510,314 Amortizing 9.500 180,108
0933119 CA 94948 2 1 1,508,382 Amortizing 9.625 233,172
0939006 NJ 7438 1 1 1,503,854 Amortizing 8.250 145,956
0933363 CA 94538 2 1 1,502,778 Amortizing 9.500 164,832
0938397 CA 92042 1 1 1,501,316 Amortizing 8.500 149,184
0940823 TX 77033 1 1 1,495,097 Amortizing 8.500 144,607
0941529 TX 77598 1 1 1,491,335 Amortizing 10.125 164,952
0939602 CA 93010 1 1 1,486,916 Amortizing 10.375 169,500
0934288 TX 75050 1 1 1,477,318 Amortizing 10.250 188,988
0939833 WA 98052 1 1 1,474,358 Amortizing 8.750 161,124
0933788 MD 20850 1 1 1,464,699 Amortizing 9.500 162,516
0939225 NJ 08043 1 1 1,462,078 Amortizing 8.000 138,864
0972 CA 92649 1 1 1,458,216 Amortizing 8.500 141,040
0933703 CA 94043 1 1 1,456,346 Amortizing 9.250 177,192
0938257 GA 31904 1 1 1,454,304 Amortizing 10.625 169,116
0918 MD 20874 1 1 1,429,718 Amortizing 8.500 138,284
0932401 CA 90716 1 1 1,413,916 Amortizing 10.250 167,652
0935876 FL 32116 1 1 1,413,683 Amortizing 10.375 207,900
0934811 FL 33679 1 1 1,409,771 Amortizing 8.875 158,316
0935451 GA 33038 2 1 1,396,893 Amortizing 9.250 165,012
0934227 FL 34232 1 1 1,382,801 Amortizing 10.000 157,968
0939614 NJ 07407 1 1 1,377,669 Amortizing 10.500 169,956
0932863 CA 94607 1 1 1,377,556 Amortizing 10.125 160,896
0934639 GA 30087 1 1 1,367,455 Amortizing 9.125 146,316
0942698 FL 32250 1 1 1,367,250 Amortizing 9.875 172,224
0933518 OR 97233 1 1 1,364,003 Amortizing 9.750 154,656
0937654 IL 60618 1 1 1,363,562 Amortizing 8.875 140,700
0933855 CA 95112 2 1 1,354,884 Amortizing 7.500 129,612
0939687 CA 94549 2 1 1,352,459 Amortizing 8.750 136,008
0933207 CA 91733 1 1 1,351,384 Amortizing 9.875 154,548
0937915 CA 90004 2 1 1,332,559 Amortizing 9.250 154,560
0938831 MD 20815 1 1 1,312,529 Interest Only 6.500 85,314
0937484 NJ 08034 1 1 1,309,651 Amortizing 9.750 144,348
0937551 CA 91761 2 1 1,305,877 Amortizing 9.500 141,264
0940641 FL 32250 2 1 1,300,141 Amortizing 9.875 172,224
0934859 CA 90049 2 1 1,296,458 Amortizing 9.250 154,152
0934033 MD 21076 1 1 1,285,311 Amortizing 9.875 145,884
0935086 CA 91361 1 1 1,282,543 Amortizing 9.125 136,692
0937423 NJ 07081 1 1 1,279,061 Amortizing 8.750 130,716
0931603 CA 93108 1 1 1,273,134 Amortizing 9.625 145,548
0931238 CA 91436 1 1 1,259,393 Amortizing 8.875 138,816
0939742 FL 33707 1 1 1,234,497 Amortizing 9.000 139,512
0940434 IL 60402 1 1 1,234,259 Amortizing 9.250 128,340
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<C> <C> <C> <C> <C> <C> <C> <C>
0935025 125,121 0.85 '94 01-Apr-87 15-May-2001
0943496 613,896 3.41 STAT 01-Jun-93 05-Oct-2012
0933119 460,892 1.98 '94 17-Mar-86 01-Apr-96 01-Apr-2001
0939006 167,211 1.15 '94 04-Jan-89 15-Feb-99
0933363 217,321 1.32 '93 18-Nov-86 01-Dec-97 01-Dec-2001
0938397 173,928 1.17 '94 01-Nov-88 01-Dec-98
0940823 221,995 1.54 STAT 01-Jan-96 31-Dec-2002
0941529 195,471 1.19 '94 05-Jul-90 01-Aug-2000
0939602 186,750 1.10 PF 01-Apr-89 15-May-99
0934288 207,293 1.10 PF 04-Nov-86 01-Dec-2003
0939833 537,735 3.34 '94 12-Jul-89 01-Aug-99
0933788 159,400 0.98 STAT 15-Jul-86 15-Jul-96
0939225 139,920 1.01 '94 16-Mar-89 01-Apr-99
0972 201,123 1.43 STAT 01-Jan-96 31-Dec-2002
0933703 255,844 1.44 '94 02-Jul-86 01-Aug-2002
0938257 175,987 1.04 PF 16-Mar-89 01-Apr-2009
0918 237,484 1.72 STAT 01-Jan-96 31-Dec-2002
0932401 473,338 2.82 '94 31-Jul-85 01-Sep-2000
0935876 228,390 1.10 '94 29-Oct-87 10-Nov-2007
0934811 218,332 1.38 '94 16-Mar-87 15-Apr-99
0935451 142,814 0.87 STAT 28-Jul-87 15-Aug-97 01-Aug-2002
0934227 253,132 1.60 '93 06-Nov-86 10-Dec-99
0939614 311,690 1.83 '94 02-Apr-90 16-Mar-2000
0932863 304,498 1.89 '94 13-Jan-86 01-Feb-2001
0934639 140,664 0.96 '94 05-Feb-87 01-Mar-97
0942698 188,932 1.10 '93 25-Jul-91 20-Aug-2001
0933518 187,562 1.21 PF 30-Apr-86 01-May-96
0937654 184,630 1.31 '94 27-Apr-88 01-May-98
0933855 147,758 1.14 '94 30-Jun-86 15-Jul-96 15-Jul-99
0939687 152,934 1.12 STAT 01-Jun-89 01-Jul-99 01-Jul-2004
0933207 200,498 1.30 STAT 01-Apr-86 01-May-96
0937915 146,767 0.95 STAT 01-May-88 01-Jul-98 01-Jul-2008
0938831 229,533 2.69 STAT 12-Dec-88 25-May-99 25-May-99
0937484 111,153 0.77 '94 15-Apr-88 01-May-98
0937551 192,555 1.36 '93 01-Mar-88 10-Apr-98 10-Apr-2003
0940641 209,100 1.21 '93 14-Dec-89 20-Nov-99 20-Dec-2009
0934859 274,816 1.78 '94 01-Apr-87 20-May-97 20-May-2002
0934033 242,859 1.66 '94 23-Oct-86 01-Oct-2006
0935086 140,350 1.03 STAT 01-Apr-87 01-Jun-97
0937423 148,457 1.14 '94 31-Mar-88 01-May-98
0931603 172,683 1.19 '94 12-Apr-85 15-Apr-2000
0931238 191,621 1.38 '94 11-Jul-84 01-Aug-99
0939742 261,344 1.87 '94 24-May-89 15-Jun-99
0940434 168,507 1.31 '94 12-Dec-89 01-Jan-2000
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<C> <C> <C> <C> <C> <C> <C>
0935025 64 276 YM 15-May-2001 1986
0943496 201 233 YM 5-Oct-2012 1984
0933119 62 181 YM 29-Mar-96 1985
0939006 37 300 YM 15-Feb-99 1989
0933363 70 324 YM 21-Nov-97 01-Dec-91 1986
0938397 34 300 YM 01-Dec-98 1989
0940823 84 300 Locked 01-Jul-2002 01-Jan-98 1981
0941529 54 360 YM 01-Aug-2000 1990
0939602 40 360 YM 15-May-99 1986
0934288 94 300 YM 01-Dec-2003 01-Dec-92 1979
0939833 42 240 YM 01-Jul-99 1987
0933788 6 300 YM 15-Jul-96 1968
0939225 38 303 YM 01-Apr-99 1987
0972 84 300 Locked 01-Jul-2002 01-Jan-98 1986
0933703 78 208 YM 01-Aug-2002 1974
0938257 158 360 YM 01-Apr-2009 1987
0918 84 300 Locked Jul-2002 01-Jan-98 1985
0932401 55 300 YM 01-Sep-2000 1979
0935876 142 240 YM 10-Nov-2007 1964
0934811 39 240 YM 15-Apr-99 1987
0935451 79 300 YM 15-Aug-97 1968
0934227 47 262 YM Dec-99 1986
0939614 50 300 YM 16-Mar-2000 1959
0932863 60 300 YM 02-Feb-2001 1985
0934639 13 360 YM 01-Mar-97 1985
0942698 67 240 YM 20-Aug-2001 1988
0933518 3 360 YM 01-May-96 1974
0937654 27 303 YM 01-May-98 1987
0933855 42 252 YM 12-Jul-96 15-Jul-89 1982
0939687 101 309 YM 06-Jun-99 1985
0933207 3 300 YM 01-May-96 1974
0937915 149 244 YM 01Jul-98 1923
0938831 40 0 YM 25-May-99 1980
0937484 27 360 YM 01-May-98 1968
0937551 87 360 YM 10-Apr-98 1987
0940641 167 240 YM 20-Nov-99 1989
0934859 76 300 YM 20-May-97 1969
0934033 128 360 YM 01-Oct-2006 1971
0935086 16 360 YM 01-Jun-97 1986
0937423 27 300 YM 01-May-98 1987
0931603 51 300 Locked 15-Apr-2000 1984
0931238 42 243 Locked 01-Aug-99 1980
0939742 41 242 YM 15-Jun-99 1964
0940434 47 360 YM 01-Jan-2000 1983
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<C> <C> <C> <C> <C> <C>
0935025 91.00 03-Jun-94 24 63,365 73.0
0943496 100.00 01-Jul-95 63,419 24 42.0
0933119 100.00 21-Feb-95 29,442 51 75.0
0939006 88.00 01-Jan-95 17,748 85 70.0
0933363 100.00 05-Jun-95 41,000 37 74.0
0938397 81.00 11-Apr-95 14,598 103 73.0
0949823 100.00 22-Dec-94 110,037 14 75.0
0941529 100.00 12-Jun-95 40,500 37 71.0
0939602 100.00 06-May-94 40,335 37 71.0
0934288 100.00 01-Jul-94 73,037 20 71.0
0939833 100.00 26-Oct-94 40 36,859 70.0
0933788 78.00 28-Feb-95 45,212 32 75.0
0939225 85.00 18-May-95 32,756 45 73.0
0972 92.00 25-Jun-95 67,551 22 75.0
0933703 100.00 23-Jan-95 43,985 33 73.0
0938257 100.00 23-May-95 24,694 59 61.0
0918 58.00 17-Jul-95 24,752 58 75.0
0932401 100.00 20-Jun-95 35,000 40 68.0
0935876 100.00 29-Mar-95 51,063 28 72.0
0934811 100.00 31-Dec-94 20,464 69 75.0
0935451 91.00 02-May-95 47,993 29 71.0
0934227 100.00 25-Oct-94 41,814 33 70.0
0939614 100.00 31-Dec-94 20,104 69 42.0
0932863 100.00 23-May-95 18,000 77 75.0
0934639 98.00 18-May-95 40 34,186 69.0
0942698 92.00 30-Apr-95 19,910 69 59.0
0933518 94.00 12-Dec-94 70 19,486 71.0
0937654 100.00 16-Jan-95 14,000 97 75.0
0933855 100.00 06-Feb-95 28,668 47 75.0
0939687 100.00 22-Jun-95 10,737 126 72.0
0933207 100.00 09-Jun-95 94,431 14 41.0
0937915 100.00 22-Jun-95 8,485 157 75.0
0938831 100.00 01-Jan-95 18,961 69 72.0
0937484 100.00 01-May-95 16,042 82 72.0
0937551 93.00 01-Jun-95 66,122 20 70.0
0940641 100.00 01-Apr-95 20,725 63 67.0
0934859 100.00 31-Mar-95 36 36,013 48.0
0934033 100.00 29-Jun-95 30,000 43 74.0
0935086 100.00 16-Jan-95 10,675 120 74.0
0937423 100.00 31-Dec-94 13,437 95 74.0
0931603 100.00 01-Dec-94 12,344 103 69.0
0931238 89.00 31-Mar-95 14,406 87 46.0
0939742 91.00 24-Mar-95 121 10,202 37.0
0940434 100.00 31-Dec-94 18,138 68 74.0
[PAGE 10 OF 14]
</TABLE>
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0930267 411 Office TOWNLAKE OFFICE BUILDING 155 SOUTH FIRST STREET AUSTIN
0932097 412 Industrial J K & R BUILDING 33200 Transit Avenue Union City
0938488 413 Industrial 1415 GARDENA PARTNERSHIP 1415 GARDENA AVE. GLENDALE
0931834 414 Office CIGNA HEALTH PLAN CLINIC 24902 Moulton Pkwy. Laguna Hills
0938087 415 Retail FRAZER SHOPPING CENTER 477 LANCASTER AVENUE FRAZER (E.WHITELAND)
0938592 416 Retail INTERNATIONAL CORNER PLAZA 2905 INTERNATIONAL DRIVE ORLANDO
0935979 417 Warehouse COOK ASSOCIATES 7608 FULLERTON ROAD SPRINGFIELD
0934124 418 Office T S & H OFFICE BUILDING 209 FAYETTEVILLE STREET MALL RALEIGH
0937228 419 Retail BARRY PLAZA 11651 Santa Monica Blvd. LOS ANGELES
0935815 420 Retail G. I. JOE'S 700 N W EASTMAN PARKWAY GRESHAM
0940197 421 Retail MIAMI CIRCLE SHOWROOM 727-737 MIAMI CIRCLE ATLANTA
0610 422 Warehouse 2500-2520 PARK CENTRAL 2500-2520 PARK CENTRAL DECATUR
0934264 423 Industrial 2320 ORANGETHORPE AVE. 2320 ORANGETHORP AVE. ANAHEIM
0935967 424 Retail CASCADES AT LAKE ST. GEORGE 3382-3392 TAMPA ROAD. PALM HARBOR
0939961 425 Office SHELL RIDGE PROFESSIONAL PARK 108 LA CASA VIA WALNUT CREEK
0940604 426 Retail OAKES VILLAGE RETAIL CENTER 4704 S. OAKES STREET TACOMA
0939729 427 Office 1321 N. HARBOR BLVD. 1321 N. Harbor Blvd. Fullerton
0937666 428 Retail KIMBALL PLAZA 3214-3224 NORTH KIMBALL AVENUE CHICAGO
0937514 429 Warehouse WIN COMMUNICATIONS 6755 JIMMY CARTER BOULEVARD NORCROSS
0930210 430 Multifamily FRONT ROYALE APARTMENTS 10107 WESTVIEW DRIVE HOUSTON
0935426 431 Office PROFESSIONAL CENTER / HINSDALE 105 EAST FIRST STREET HINSDALE
0941657 432 Multifamily QUINCY MANOR APARTMENTS 3603 55TH AVENUE HYATTSVILLE
0940136 433 Multifamily POSSUM PARK APARTMENTS 630 KIRKWOOD HIGHWAY NEWARK
0932267 434 Office LAKE AVENUE CORPORATE CENTER 660 SOUTH POINTE COURT COLORADO SPRINGS
0973 435 Retail BLACK HORSE PIKE PLAZA 835-55 NORTH BLACK HORSE PIKE WASHINGTON TOWNSHIP
0933211 436 Office 1725 & 1735 SPRUCE STREET 1725 & 1735 SPRUCE STREET RIVERSIDE
0934586 437 Warehouse MERRI - PARK BUILDING 8305 MERRIFIELD FAIRFAX
0939641 438 Retail HOUGHTON PLAZA 935-967 --180TH AVENUE NE KIRKLAND
0935852 439 Retail DARTMOOR SHOPPING CENTER 1024 MCHENRY AVENUE CRYSTAL LAKE
0939390 440 Warehouse COLLEGE WEST BUSINESS PARK Various Various
0939390A 440A Warehouse COLLEGE WEST BUSINESS PARK 1955 UNIVERSITY STREET LISLE
0939390B 440B Warehouse COLLEGE WEST BUSINESS PARK 1944 UNIVERSITY STREET LISLE
0932954 441 Industrial CYANTEK BUILDING 3055 OSGOOD COURT FREMONT
0931664 442 Warehouse SEGALE BUSINESS WAREHOUSE 18240-18340 SOUTHCENTER PARKWY SEATTLE
0934446 443 Office 2880 CLEVELAND AVENUE Various Various
0934446A 443A Office 2880 CLEVELAND AVENUE 2880 CLEVELAND AVENUE SANTA ROSA
0934446B 443B Retail HERRINGTON SQUARE 93-121 SOUTHWEST BLVD ROHNERT PARK
0939870 444 Industrial SUN TECHNOLOGY PARK 805-809 Aldo Avenue Santa Clara
0942480 445 Warehouse DOWEL ASSOCIATES 35-37 NATIONAL ROAD EDISON
0937460 446 Retail PEOPLE'S PLAZA 100 RYDERS LANE MILLTOWN
0934252 447 Office 9410 ANNAPOLIS ROAD 9410 ANNAPOLIS ROAD LANHAM
0901 448 Retail BRENTWOOD SQUARE 1231-1233 BRENTWOOD RD. NE WASHINGTON
0939596 449 Industrial 2042 CORTE DEL NOGAL 2042 CORTE DEL NOGAL CARLSBAD
0943708 450 Retail ANCHORAGE SQUARE PLAZA 1747 HOOPER AVENUE TOMS RIVER
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0930267 TX 78704 1 1 1,233,546 Amortizing 8.875 191,004
0932097 CA 94587 1 1 1,226,326 Amortizing 9.875 142,380
0938488 CA 91204 1 1 1,224,092 Amortizing 8.750 124,068
0931834 CA 92653 1 1 1,220,751 Amortizing 9.125 134,832
0938087 PA 19355 1 1 1,220,372 Amortizing 8.500 121,416
0938592 FL 32815 1 1 1,216,986 Amortizing 8.750 115,296
0935979 VA 22153 1 1 1,215,841 Amortizing 9.125 128,316
0934124 NC 27604 1 1 1,213,992 Amortizing 10.250 155,640
0937228 CA 90025 1 1 1,212,599 Amortizing 9.000 117,612
0935815 OR 97030 1 1 1,208,331 Amortizing 9.750 134,028
0940197 GA 30324 1 1 1,201,946 Amortizing 9.625 157,980
0610 GA 30035 1 1 1,193,719 Amortizing 8.500 115,458
0934264 CA 92807 1 1 1,194,826 Amortizing 9.375 174,492
0935967 FL 34618 1 1 1,193,667 Amortizing 10.000 135,420
0939961 CA 94598 1 1 1,193,160 Amortizing 10.250 134,424
0940604 WA 98409 1 1 1,192,995 Amortizing 9.625 127,500
0939729 CA 92635 1 2 1,178,769 Amortizing 9.875 139,164
0937666 IL 60618 1 1 1,175,483 Amortizing 8.875 121,296
0937514 GA 30071 1 1 1,163,766 Amortizing 10.000 136,272
0930210 TX 77043 1 1 1,157,223 Amortizing 8.750 181,872
0935426 IL 60521 1 1 1,154,025 Amortizing 9.500 126,132
0941657 MD 20784 2 1 1,151,991 Amortizing 9.930 149,832
0940136 DE 19711 1 1 1,147,298 Amortizing 9.500 131,064
0932267 CO 80906 1 1 1,145,208 Amortizing 10.000 131,952
0973 NJ 08012 1 1 1,142,225 Amortizing 8.500 110,477
0933211 CA 92507 1 1 1,140,990 Amortizing 9.625 128,232
0934586 VA 22216 2 1 1,118,878 Amortizing 9.500 136,308
0939641 WA 98033 1 1 1,111,804 Amortizing 10.750 129,948
0935852 IL 60014 2 1 1,109,754 Amortizing 9.500 121,031
0939390 Vr Vrs 1 1 1,107,736 Amortizing 7.750 102,936
0939390A IL 60532 0 0.000 0
0939390B IL 60532 0 0.000 0
0932954 CA 94538 2 1 1,105,745 Amortizing 9.625 126,792
0931664 WA 98188 1 1 1,087,408 Amortizing 12.500 321,696
0934446 Vr Vrs 1 1 1,081,198 Amortizing 9.875 134,988
0934446A CA 95406 0 0.000 0
0934446B CA 94928 0 0.000 0
0939870 CA 95054 2 1 1,080,808 Amortizing 8.500 106,296
0942480 NJ 91068 1 1 1,057,283 Amortizing 9.500 130,872
0937460 NJ 08850 1 1 1,057,209 Amortizing 7.875 112,248
0934252 MD 20706 1 1 1,055,493 Amortizing 9.750 131,376
0901 DC 20018 1 1 1,048,983 Amortizing 8.500 101,459
0939596 CA 92008 1 1 1,048,743 Amortizing 10.500 120,756
0943708 NJ 08534 1 1 1,038,544 Amortizing 8.500 96,888
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0930267 304,043 1.59 '94 10-Sep-75 15-Sep-2005
0932097 219,307 1.54 '94 16-May-85 01-Jun-2005
0938488 144,756 1.17 '94 10-Oct-88 10-Nov-98
0931834 169,164 1.25 '94 25-Apr-85 01-May-2000
0938087 189,497 1.56 '94 17-Oct-88 01-Nov-98
0938592 116,102 1.01 '94 16-Nov-88 05-Aug-2002
0935979 235,485 1.84 '94 21-Jan-88 01-Feb-98
0934124 192,130 1.23 '94 23-Oct-86 01-Nov-2003
0937228 213,839 1.82 '93 01-Feb-88 01-Mar-2003
0935815 306,461 1.36 PF 14-Oct-87 01-Nov-97
0940197 203,400 1.29 '94 21-Sep-89 15-Oct-2009
0610 175,589 1.52 STAT 01-Jan-96 31-Dec-2002
0934264 294,684 1.69 '94 01-Jan-87 01-Feb-97
0935967 184,944 1.37 '94 25-Nov-87 15-Dec-97
0939961 153,827 1.14 STAT 17-Aug-89 01-Sep-96
0940604 173,470 1.36 '94 31-Jan-90 10-Feb-2000
0939729 261,297 1.09 '93 01-Jun-89 01-Jan-2000
0937666 146,844 1.21 '94 27-Apr-88 01-May-98
0937514 137,683 1.01 '93 25-May-88 01-Jun-98
0930210 310,819 1.71 '94 12-Dec-72 01-Jun-2005
0935426 154,637 1.23 '94 02-Jul-87 30-Jul-2007
0941657 678,608 4.53 '94 13-Aug-90 01-Sep-2000 01-Sep-2010
0940136 191,036 1.46 '94 26-Oct-89 10-Nov-99
0932267 131,773 1.00 PF 21-Nov-85 01-Jun-96
0973 167,486 1.52 PF 01-Jan-96 31-Dec-2002
0933211 179,059 1.40 '94 01-Mar-86 15-Apr-99
0934586 297,728 2.18 '94 16-Dec-86 01-Feb-97 01-Feb-2002
0939641 173,301 1.33 '94 31-Jul-89 10-Aug-99
0935852 168,678 1.39 '94 21-Oct-87 01-Nov-97 01-Nov-2002
0939390 141,651 1.38 '94 13-Apr-89 01-May-99
0939390A 0 0.00
0939390B 0 0.00
0932954 214,736 1.69 '94 03-Feb-86 01-Mar-96 01-Mar-2001
0931664 446,217 1.39 '94 13-Jun-85 01-Jul-2000
0934446 121,319 0.90 '94 15-Dec-86 01-Jan-2003
0934446A 0 0.00
0934446B 0 0.00
0939870 566,857 5.33 '94 01-Aug-89 01-Sep-99 01-Sep-2004
0942480 192,752 1.47 '94 19-Jun-91 01-Jul-96
0937460 189,854 1.69 STAT 13-Apr-88 01-May-98
0934252 159,108 1.21 '94 30-Oct-86 01-Nov-96
0901 190,354 1.88 STAT 01-Jan-96 31-Dec-2002
0939596 199,987 1.66 '94 01-May-89 01-Jun-99
0943708 181,942 1.88 PF 12-Aug-94 01-Sep-2004
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0930267 116 360 Declining 15-Sep-2005 15-Oct-87 1975
0932097 112 300 YM 01-Jun-2005 1984
0938488 34 303 YM 10-Nov-98 1986
0931834 51 252 Locked 01-May-2000 1984
0938087 33 300 YM 01-Nov-98 1988
0938592 79 360 YM 05-Aug-2002 1988
0935979 24 303 YM 01-Feb-98 1987
0934124 93 300 YM 01-Nov-2003 1925
0937228 85 360 YM 01-Jan-2003 1929
0935815 21 360 YM 01-Nov-97 1987
0940197 165 240 YM 01-Oct-2009 1974
0610 84 300 Locked 01-Jul-2002 01-Jan-98 1974
0934264 12 180 YM 01-Feb-97 01-Feb-95 1976
0935967 23 303 YM 15-Dec-97 1986
0939961 7 360 YM 01-Sep-96 1989
0940604 49 360 YM 10-Feb-2000 1989
0939729 47 251 YM 01-Jan-2000 1978
0937666 27 300 YM 01-Apr-98 1987
0937514 28 324 YM 01-Jun-98 1976
0930210 112 144 Declining 01-Jun-2005 1972
0935426 138 360 YM 30-Jul-2007 1986
0941657 175 240 YM 01-Sep-2000 1950
0940136 46 300 YM 10-Oct-99 1967
0932267 4 300 YM 01-Jun-96 1985
0973 84 300 Locked 01-Jul-2002 01-Jan-98 1986
0933211 39 300 YM 15-Apr-99 1983
0934586 72 242 YM 29-Jan-97 1972
0939641 43 360 YM 10-May-99 1988
0935852 81 300 YM 01-Nov-97 1987
0939390 39 303 YM 01-Apr-99 Vrs
0939390A 0 0 1988
0939390B 0 0 1988
0932954 61 300 YM 27-Feb-96 1985
0931664 53 180 YM 01-Jul-2000 1978
0934446 83 300 YM 01-Jan-2003 Vrs
0934446A 0 0 1977
0934446B 0 0 1970
0939870 103 300 YM 29-Aug-99 1985
0942480 5 240 YM 01-Jul-96 1969
0937460 27 240 YM 01-May-98 1985
0934252 9 240 YM 01-Nov-96 1986
0901 84 300 Locked 01-Jul-2002 01-Jan-98 1987
0939596 40 348 YM 01-Jun-99 1984
0943708 103 360 YM 01-Sep-2004 1987
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0930267 100.00 20-Jun-95 65,375 19 74.0
0932097 100.00 15-Feb-95 53,184 23 45.0
0938488 90.00 02-Jun-95 24,462 50 69.0
0931834 100.00 14-Apr-95 9,775 125 68.0
0938087 100.00 25-Apr-95 17,800 69 75.0
0938592 87.00 31-May-95 8,900 137 74.0
0935979 89.00 24-Apr-95 28,800 42 69.0
0934124 100.00 10-Jan-95 22,000 55 70.0
0937228 100.00 01-Oct-94 9,860 123 60.0
0935815 100.00 28-Oct-94 55,120 22 58.0
0940197 100.00 09-May-95 34,340 35 70.0
0610 73.00 01-May-95 113,980 10 52.0
0934264 100.00 15-Jun-95 51,583 23 70.0
0935967 100.00 01-Apr-95 13,183 91 74.0
0939961 100.00 06-Apr-95 9,356 128 75.0
0940604 100.00 11-Oct-95 14,700 81 74.0
0939729 82.00 02-Jun-95 27,106 43 66.0
0937666 100.00 16-Jan-95 9,608 122 71.0
0937514 100.00 02-May-95 55,860 21 70.0
0930210 95.00 01-Jun-95 195 5,934 75.0
0935426 100.00 27-Mar-95 11,901 97 73.0
0941657 93.00 31-Dec-94 315 3,657 23.0
0940136 98.00 30-Apr-95 57 20,128 68.0
0932267 100.00 03-Apr-95 14,694 78 71.0
0973 93.00 05-Jun-95 22,780 50 75.0
0933211 93.00 21-Apr-95 17,580 65 74.0
0934586 100.00 31-Jan-95 35,855 31 62.0
0939641 100.00 01-Jun-95 13,377 83 70.0
0935852 100.00 25-Nov-94 14,468 77 74.0
0939390 37,720 29 73.0
0939390A 100.00 31-Dec-94 21,039 0 0.0
0939390B 100.00 31-Dec-94 16,682 0 0.0
0932954 100.00 05-Jun-95 15,840 70 75.0
0931664 100.00 31-Dec-94 154,584 7 52.0
0934446 21,390 51 74.0
0934446A 100.00 16-Oct-95 11,020 0 0.0
0934446B 88.00 16-Oct-95 10,370 0 0.0
0939870 94.00 29-Jun-95 69,460 16 61.0
0942480 100.00 01-Apr-95 49,714 21 59.0
0937460 100.00 01-Dec-94 23,810 44 46.0
0934252 100.00 23-Mar-95 20,659 51 73.0
0901 88.00 23-Jun-95 34,077 31 75.0
0939596 100.00 31-Dec-94 48,000 22 43.0
0943708 82.00 08-Jan-95 23,233 45 66.0
[Page 11 of 14]
</TABLE>
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0930751 451 Retail BEST BUY 11219 NORTH FREEWAY HOUSTON
0935281 452 Multifamily ENVOY APARTMENTS 2336 S W OSAGE STREET PORTLAND
0938099 453 Office Pollard Medical Center 825 Pollard Road Los Gatos
0934422 454 Warehouse FEDERAL EXPRESS BUILDING 2195 S RARITAN STREET ENGLEWOOD
0931160 455 Warehouse 401 E. ACACIA STREET 401 E. ACACIA STREET TRACY
0937770 456 Office 7257 LINCOLN AVENUE BUILDING 7257 LINCOLN AVENUE LINCOLNWOOD
0933739 457 Multifamily CHALET ROBAIRE 872 WESTGATE AVE. LOS ANGELES
0941165 458 Warehouse 5936-5940 PEACHTREE ROAD 5936-5940 PEACHTREE ROAD ATLANTA
0931755 459 Warehouse CENTER AVENUE PROPERTIES 111 Center Avenue Pacheco
0934938 460 Office WILMETTE EXECUTIVE CENTER 444 SKOKIE BOULEVARD WILMETTE
0935347 461 Office JOHN GRUBB REALTORS 1301 Ygnacio Valley Road Walnut Creek
0937992 462 Office LA CUMBRE MEDICAL DENTAL GROUP 200 NORTH LA CUMBRE ROAD SANTA BARBARA
0939109 463 Warehouse MILLTOWN COURT ASSOCIATES 2 MILLTOWN COURT UNION TOWNSHIP
0934379 464 Office ALAMO MEDICAL CENTER 1505 St. Alphonsus Way Alamo
0934343 465 Office AMERICAN RED CROSS 444 SHERMAN STREET DENVER
0939730 466 Warehouse 8745/8747 MAGNOLIA AVENUE 8745/8747 MAGNOLIA AVENUE SANTEE
0943174 467 Office 17440 DALLAS PARKWAY 17440 DALLAS PARKWAY DALLAS
0933790 468 Office WILLIAM GAMMON INSURANCE BLDG. 1615 GUADALUPE STREET AUSTIN
944 469 Office MIDDLEBROOK TECH PARK, BLD. I 12401 MIDDLEBROOK RD GERMANTOWN
0935104 470 Retail CHAPMAN CENTER 1317-1343 E. CHAPMAN FULLERTON
0933673 471 Office 22 W. 600 BUTTERFIELD ROAD 22 W. 600 BUTTERFIELD ROAD GLEN ELLYN
0938579 472 Industrial 152 VETERANS DRIVE 152 VETERANS DRIVE NORTHVALE BORO
0937733 473 Retail RIVER BEND PLAZA 1926-1992 RIVER ROAD DES PLAINS
0939699 474 Warehouse PACIFIC WESTERN HOLDING CO. 2515-2525 PIONEER AVENUE VISTA
0934872 475 Office CODDINGTON PLAZA 1440-1450 Guerneville Road Santa Rosa
0931780 476 Warehouse 3341 AND 3365 FITZGERALD ROAD 3341 AND 3365 FITZGERALD ROAD RANCHO CORDOVA
0933272 477 Office 5464 & 5480 BALTIMORE DRIVE 5464 & 5480 BALTIMORE DRIVE LA MESA
0935554 478 Retail BIG 5 SPORTING GOODS 235 N. AZUSA AVE. WEST COVINA
0932218 479 Warehouse PEACHTREE INDUSTRIAL CENTER 2080 PEACHTREE INDUSTRIAL CT CHAMBLEE
0935580 480 Warehouse 11260 OLD ROSWELL ROAD 11260 OLD ROSWELL ROAD ROSWELL
0931172 481 Industrial WILLIAM & EVELYN HARNESS 377 E. ACACIA STREET TRACY
0932735 482 Office 5 THOMAS MELLON CIRCLE 5 THOMAS MELLON CIRCLE SAN FRANCISCO
0937095 483 Warehouse PARKWAY CENTER I 7267 PARK CIRCLE DRIVE HANOVER
0943228 484 Multifamily THE PINERY APART. PHASE I I 12803 NORTHBOROUGH DRIVE HOUSTON
0933284 485 Retail MC FADDEN - HARBOR PLAZA 3701 W. MC FADDEN AVENUE SANTA ANA
0940157 486 Retail NUNES PLACE 2687 - 2723 CASTRO VALLEY BLVD CASTRO VALLEY
0934513 487 Industrial ENCINAS BUSINESS PARK 6100 AVENIDA ENCINAS CARLSBAD
0943393 488 Office W Z I BUILDING 4700 Stockdale Hwy. Bakersfield
0933776 489 Multifamily THE MAYETTE APARTMENTS 3725 MAYETTE AVENUE SANTA ROSA
0932679 490 Warehouse BATAVIA PARK 982 A & B N. BATAVIA ST. ORANGE
0937976 491 Warehouse LIVE OAK BUSINESS CENTER 5957-5975 CATTLEMAN LANE SARASOTA
0941530 492 Bank BANK OF AMERICA BUILDING 7700 EL CAMINO REAL CARLSBAD
0933053 493 Retail 4367 WOODMAN AVENUE 4367 WOODMAN AVENUE SHERMAN OAKS
0930854 494 Retail THE CORNERS 701 UNIVERSITY FORT WORTH
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0930751 TX 77037 1 1 1,038,056 Amortizing 10.375 141,312
0935281 OR 97205 1 1 1,035,277 Amortizing 9.375 123,792
0938099 CA 95030 2 1 1,033,457 Amortizing 8.875 105,888
0934422 CO 80110 1 1 1,032,634 Amortizing 9.875 116,916
0931160 CA 95376 1 1 1,026,351 Amortizing 8.500 110,664
0937770 IL 60646 1 1 1,025,515 Amortizing 9.375 109,800
0933739 CA 90049 1 1 1,021,659 Amortizing 9.875 128,976
0941165 GA 30343 2 1 1,005,022 IO then Amort 8.875 89,196
0931755 CA 94553 2 1 1,004,833 Amortizing 9.750 108,264
0934938 IL 60091 1 1 1,002,482 Amortizing 8.875 105,036
0935347 CA 94598 1 1 1,000,636 Amortizing 9.500 120,576
0937992 CA 93110 2 1 994,848 Amortizing 8.500 109,188
0939109 NJ 07083 1 1 992,213 Amortizing 8.000 103,968
0934379 CA 94507 1 1 991,782 Amortizing 10.125 150,480
0934343 CO 80203 1 1 989,538 Amortizing 9.500 113,520
0939730 CA 92071 1 1 964,636 Amortizing 9.250 109,248
0943174 TX 75287 1 1 962,111 Amortizing 9.750 125,508
0933790 TX 78701 1 1 959,310 Amortizing 9.750 108,072
0944 MD 20874 1 1 957,674 Amortizing 8.500 92,627
0935104 CA 92631 1 1 951,237 Amortizing 9.500 114,612
0933673 IL 60137 1 1 939,609 Amortizing 9.875 107,052
0938579 NJ 07647 1 1 927,935 Amortizing 8.875 98,004
0937733 IL 60018 2 1 925,449 Amortizing 7.875 88,164
0939699 CA 92083 1 1 913,821 Amortizing 9.000 93,732
0934872 CA 95401 2 1 913,104 Amortizing 9.000 96,564
0931780 CA 95670 2 1 911,885 Amortizing 10.125 101,100
0933272 CA 92041 1 1 911,742 Amortizing 9.500 101,580
0935554 CA 91791 1 1 908,425 Amortizing 10.250 134,292
0932218 GA 30341 1 1 906,457 Amortizing 10.000 115,812
0935580 GA 30201 1 1 904,396 Amortizing 9.500 98,736
0931172 CA 95376 1 1 892,475 Amortizing 8.500 96,240
0932735 CA 94100 1 2 892,346 Amortizing 8.500 142,200
0937095 MD 21076 1 1 878,544 Amortizing 10.375 109,992
0943228 TX 77067 1 1 873,856 Amortizing 8.500 88,622
0933284 CA 92704 1 1 868,285 Amortizing 9.625 97,452
0940157 CA 94546 1 1 861,870 Amortizing 9.875 114,816
0934513 CA 92009 1 1 848,589 Amortizing 9.750 217,944
0943393 CA 93309 1 1 842,327 Amortizing 9.000 88,608
0933776 CA 95405 2 1 832,649 Amortizing 10.000 95,580
0932679 CA 92667 1 1 828,761 Amortizing 10.250 109,188
0937976 FL 34239 2 1 827,554 Amortizing 8.375 81,912
0941530 CA 92003 1 1 817,710 Amortizing 10.250 224,352
0933053 CA 91423 1 1 813,483 Amortizing 9.625 102,168
0930854 TX 76114 1 1 813,275 Amortizing 14.750 134,460
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0930751 162,106 1.15 '94 21-Jan-80 01-Feb-2010
0935281 220,396 1.78 '94 08-Jun-87 01-Jul-97
0938099 142,487 1.35 '94 27-Sep-88 01-Nov-98 01-Nov-2003
0934422 128,019 1.09 '94 26-Nov-86 10-Dec-96
0931160 149,935 1.35 STAT 23-Apr-84 10-May-99
0937770 185,871 1.69 '94 02-May-88 10-May-98
0933739 154,895 1.20 '94 01-Jul-86 01-Aug-96
0941165 110,680 1.24 STAT 24-May-90 10-May-96 10-May-96 10-Jun-2000
0931755 97,375 0.90 STAT 02-Apr-85 01-May-2000 01-May-2005
0934938 137,377 1.31 STAT 27-Apr-87 01-May-97
0935347 145,328 1.21 '94 15-Jun-87 01-Jul-2002
0937992 190,313 1.74 '94 01-Jul-88 15-Aug-98 15-Aug-2003
0939109 298,856 2.87 '94 24-Feb-89 01-Mar-99
0934379 263,420 1.75 '94 25-Nov-86 01-Jan-2007
0934343 113,672 1.00 PF 24-Nov-86 20-Dec-96
0939730 183,715 1.68 '94 01-Jun-89 01-Jul-99
0943174 163,717 1.30 '94 23-Apr-90 01-May-2000
0933790 135,898 1.26 '94 28-Aug-86 01-Sep-96
0944 161,965 1.75 STAT 01-Jan-96 31-Dec-2002
0935104 127,547 1.11 '93 01-May-87 01-Jul-97
0933673 197,863 1.85 '94 27-Jun-86 01-Aug-96
0938579 122,102 1.25 '94 31-Oct-88 01-Nov-98
0937733 72,048 0.82 '94 11-May-88 01-Jun-97 31-May-2000
0939699 91,140 0.97 '93 01-May-89 01-Jul-99
0934872 188,632 1.95 '94 09-Apr-87 15-May-97 15-May-2002
0931780 100,852 1.00 '94 10-Apr-85 01-May- 2000 01-May-2005
0933272 110,546 1.09 '94 01-Apr-86 10-Apr-96
0935554 171,239 1.28 '94 01-Aug-87 01-Sep-2007
0932218 199,064 1.72 '94 29-May-85 01-Jun-97
0935580 99,850 1.01 PF 05-Aug-87 01-Sep-97
0931172 115,321 1.20 '94 23-Apr-84 10-May-99
0932735 1,027,120 1.21 '94 16-Dec-85 01-Feb-98
0937095 136,411 1.24 PF 02-Feb-88 01-Mar-2013
0943228 137,014 1.55 PF 01-Jun-92 05-Jul-99
0933284 124,695 1.28 '94 01-May-86 01-Jun-96
0940157 153,991 1.34 '94 04-Oct-89 15-Nov-2009
0934513 397,488 1.82 '94 01-Dec-86 01-Jan-2001
0943393 229,067 2.59 '94 03-Aug-92 31-Aug-2002
0933776 141,380 1.48 '94 08-Jul-86 15-Aug-96 01-Aug-2001
0932679 185,389 1.70 '94 01-Oct-85 01-Nov-2010
0937976 117,769 1.44 '94 15-Jun-88 15-Jul-98 15-Jul-2003
0941530 276,104 1.23 '94 01-Jun-90 10-Aug-2000
0933053 123,967 1.21 '93 01-Mar-86 01-Apr-96
0930854 161,035 1.20 '94 30-Jun-81 01-Jul-2011
<PAGE>
<CAPTION>
Sched Cut-Off Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0930751 168 359 Declining 01-Feb-2010 01-Mar-90 1980
0935281 17 243 YM 01-Jul-97 1930
0938099 93 304 YM 29-Oct-98 1984
0934422 11 360 YM 10-Dec-96 1980
0931160 40 242 Locked 10-May-99 1973
0937770 28 360 YM 10-May-98 1987
0933739 6 244 YM 01-Aug-96 01-Aug-94 1972
0941165 53 300 YM 10-May-96 1970
0931755 111 360 YM 28-Apr-2000 02-Apr-88 1985
0934938 15 360 YM 01-May-97 1980
0935347 77 300 YM 01-Jul-2002 1970
0937992 91 240 YM 15-Aug-98 1967
0939109 37 244 YM 01-Mar-99 1976
0934379 131 180 YM 01-Jan-2007 1976
0934343 11 360 YM 20-Dec-96 1964
0939730 41 240 YM 01-Jul-99 1973
0943174 51 214 Open 1982
0933790 8 304 YM 01-Sep-96 1984
944 84 300 Locked 01-Jul-2002 01-Jan-98 1984
0935104 17 240 YM 01-Jul-97 1967
0933673 6 304 YM 01-Aug-96 1983
0938579 33 278 YM 01-Nov-98 1962
0937733 52 293 YM 01-Jun-97 1987
0939699 41 302 YM 01-Jul-99 1988
0934872 76 360 YM 12-May-97 1980
0931780 111 360 YM 28-Apr-2000 1984
0933272 3 300 YM 10-Apr-96 10-Apr-94 1980
0935554 139 240 YM 01-Sep-2007 1967
0932218 16 240 YM 01-Jun-97 1968
0935580 19 298 YM 01-Sep-97 1984
0931172 40 242 Locked 10-May-99 1981
0932735 24 120 YM 01-Feb-98 01-Jan-90 1981
0937095 205 300 YM 01-Mar-2013 1974
0943228 42 275 YM 05-Jul-99 1979
0933284 4 349 YM 01-Jun-96 1982
0940157 166 240 YM 15-Nov-2009 1987
0934513 59 96 Locked 01-Jan-2001 1970
0943393 79 264 Open 31-Aug-94 1987
0933776 67 305 YM 12-Aug-96 15-Aug-91 1971
0932679 177 206 Locked 01-Nov-2010 1971
0937976 90 300 YM 15-Jul-98 1988
0941530 55 120 YM 10-Aug-2000 1981
0933053 2 240 YM 01-Apr-96 1986
0930854 185 360 Declining 01-Jul-2011 01-Jul-91 1978
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0930751 100.00 01-Jun-95 25,258 41 74.0
0935281 95.00 01-Mar-95 42 24,649 66.0
0938099 82.00 28-Sep-95 11,924 87 60.0
0934422 100.00 01-Jun-94 30,332 34 74.0
0931160 100.00 11-Jan-95 63,487 16 72.0
0937770 100.00 29-Apr-95 15,420 67 75.0
0933739 94.00 05-Jul-95 18 56,759 71.0
0941165 100.00 02-May-95 44,100 23 72.0
0931755 92.00 22-Jun-95 27,529 37 70.0
0934938 96.00 01-Apr-95 18,137 55 74.0
0935347 100.00 06-Apr-95 12,050 83 68.0
0937992 100.00 01-Nov-95 12,270 81 51.0
0939109 100.00 29-Mar-95 50,000 20 48.0
0934379 100.00 26-May-95 13,000 76 58.0
0934343 100.00 19-Oct-93 45,426 22 36.0
0939730 100.00 01-May-95 34,540 28 66.0
0943174 99.00 01-Mar-95 52,615 18 63.0
0933790 100.00 11-Oct-95 9,520 101 75.0
944 73.00 17-Jul-95 34,274 28 64.0
0935104 91.00 02-Jun-95 10,985 87 75.0
0933673 100.00 31-Dec-94 11,880 79 74.0
0938579 100.00 31-Dec-94 26,000 36 67.0
0937733 87.00 31-Oct-94 10,005 93 72.0
0939699 79.00 11-Apr-95 21,086 43 69.0
0934872 100.00 06-Feb-95 23,457 39 69.0
0931780 100.00 31-Mar-95 38,400 24 74.0
0933272 93.00 30-Aug-95 16,027 57 75.0
0935554 100.00 09-Jun-95 10,867 84 74.0
0932218 100.00 11-May-95 60,467 15 63.0
0935580 41.00 27-Apr-95 16,864 54 75.0
0931172 100.00 11-Jan-95 50,000 18 72.0
0932735 92.00 21-Jun-95 97,229 9 64.0
0937095 100.00 23-Feb-95 15,040 58 70.0
0943228 88.00 01-Jun-95 160 5,462 76.0
0933284 100.00 09-May-95 27,860 31 71.0
0940157 100.00 24-May-95 8,056 107 67.0
0934513 98.00 31-Dec-94 103,700 8 35.0
0943393 100.00 31-Dec-94 30,053 28 40.0
0933776 100.00 27-Jun-95 32 26,020 72.0
0932679 98.00 19-Jun-95 41,600 20 70.0
0937976 100.00 31-Dec-94 18,507 45 74.0
0941530 100.00 31-Dec-94 18,000 45 45.0
0933053 85.00 26-Oct-94 7,125 114 64.0
0930854 83.00 01-Jan-95 21,658 38 65.0
[PAGE 12 OF 14]
</TABLE>
<PAGE>
<PAGE>
Confederation of Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0937927 495 Office PIKE PLACE OFFICE BUILDING IV 318 WEST PIKE STREET LAWRENCEVILLE
0930578 496 Multifamily VINEYARD APARTMENTS 7473 CALLAGHAN ROAD SAN ANTONIO
0943642 497 Retail CONTEMPORARY PLAZA 3262 THOUSAND OAKS BLVD. THOUSAND OAKS
0934239 498 Warehouse 2021 OMEGA ROAD 2021 OMEGA ROAD SAN RAMON
0943290 499 Office 221 BUILDING 221 FIRST AVENUE WEST SEATTLE
0934136 500 Retail CARPENTER PLAZA 2912 LEGACY PLANO
0933995 501 Retail F & M DISTRIBUTORS 1608 LARKIN AVENUE CREST HILL
0933582 502 Office THE HOUSING CENTER 15555 S W BANGY ROAD LAKE OSWEGO
0933168 503 Office 3630 WILSHIRE BLVD 3630 WILSHIRE BLVD. LOS ANGELES
0938178 504 Office 1827 JEFFERSON PLACE 1827 JEFFERSON PLACE WASHINGTON
0941499 505 Warehouse TURF CARE PRODUCTS BUILDING 7730 THE BLUFFS NORTHWEST ATLANTA
0937216 506 Retail WILSON PLAZA S W C WILSON AND PRAIRIE STS BATAVIA
0943678 507 Retail FOX LAKE COMMONS 2 WEST GRAND AVENUE FOX LAKE
937 508 Retail NATCHEZ TRACE 1115 POWDER SPRINGS ROAD MARIETTA
0931901 509 Office DOMINION SQUARE 5700 DIVISION ST. RIVERSIDE
0939547 510 Warehouse 320 CERRITOS AVENUE 320 CERRITOS AVENUE GLENDALE
0931913 511 Office THE POMEROY FAMILY TRUST 44 PLAZA SQUARE ORANGE
0934963 512 Warehouse COLORWEB PROPERTIES 2114 MCDANIEL DRIVE CARROLTON
0939493 513 Office WHITEMARSH BUSINESS CTR I I I 5219 & 5221 MILITIA HILL ROAD PLYMOUTH MEETING
0941669 514 Multifamily MONROE GARDENS 3603 55TH AVENUE HYATTSVILLE
0943617 515 Retail NORTHGATE SHOPPING CENTER 12311 NACOGDOCHES SAN ANTONIO
0930507 516 Warehouse CHROMALLOY -- PARK 10 17015 PARK ROW B HOUSTON
0935505 517 Multifamily HAMPTON PLACE APARTMENTS 1915 WEST WATERS AVENUE TAMPA
0934847 518 Multifamily BEDFORD TERRACE APARTMENTS 1054 S. BEDFORD ST. LOS ANGELES
0934860 519 Multifamily CASA OVERLANDA 1932 OVERLAND AVE. LOS ANGELES
0939651 520 Retail HANDY ANDY HOME IMPROVEMENT ROUTE 30 AND THEODORE STREET CREST HILL
0935074 521 Private Sch COLORADO INSTITUTE OF ART 300 E NINTH AVENUE DENVER
0935463 522 Retail 4483 CONNECTICUT AVENUE, N W 4483 CONNECTICUT AVENUE, N W WASHINGTON
0943332 523 Retail THEOPHILOS CENTER 2521 RUTLAND DRIVE AUSTIN
0934562 524 Retail SONG PLAZA 8201 S E POWELL BLVD PORTLAND
0943423 525 Retail MCGEE 407 JOINT VENTURE 1301 W. HIGHWAY 407 LEWISVILLE
0943238 526 Retail ERINDALE PLAZA 3632-3662 LITHIA PINECREST RD BRANDON
0932449 527 Office HERITAGE SQUARE 4028 HOLCOMB BRIDGE ROAD ATLANTA
0935308 528 Office 317 E. CARRILLO STREET 317 E. CARRILLO ST. SANTA BARBARA
0943563 529 Office PERRIN OAKS GARDEN OFFICES 10615 PERRIN BEITEL ROAD SAN ANTONIO
0933958 530 Warehouse 6225 E 38TH AVENUE 6225 E 38TH AVENUE DENVER
0941694 531 Warehouse SMSL ASSOCIATES 6 MEADOW ROAD LYNDHURST
0938737 532 Industrial TAFT - VINELAND BUSINESS CTRE 943 & 955 TAFT -- VINELAND ROAD ORLANDO
0935359 533 Retail 17240 S E MC LOUGHLIN BLVD. 17240 S E MC LOUGHLIN BLVD. PORTLAND
0930283 534 Multifamily CYNTHIA SQUARE APARTMENTS 10202 CHALLENGE DRIVE JACINTO CITY
0930568 535 Office PLAZA 451 451 S W TENTH STREET RENTON
0934975 536 Retail 495 NORTH G ST. 495 NORTH G St. SAN BERNARDINO
0934367 537 Industrial MT HOOD CHEMICAL BUILDING 4456 N W YEON AVENUE PORTLAND
0931615 538 Office 7442 N. FIGUEROA ST. 7442 N. FIGUEROA ST. LOS ANGELES
<PAGE>
<CAPTION>
Prop Sched Mtg Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0937927 GA 30243 1 1 812,107 Amortizing 9.750 91,140
0930578 TX 78229 1 1 794,238 Amortizing 9.625 93,840
0943642 CA 91360 1 1 782,300 Amortizing 8.750 78,936
0934239 CA 94583 1 1 779,209 Amortizing 9.750 87,564
0943290 WA 98119 1 1 770,358 Amortizing 9.375 154,464
0934136 TX 75086 1 1 733,924 Amortizing 9.750 82,488
0933995 IL 60435 1 1 732,260 Amortizing 10.250 94,068
0933582 OR 97035 1 1 732,091 Amortizing 10.000 84,252
0933168 CA 90010 1 1 720,360 Amortizing 9.750 82,236
0938178 DC 20036 1 1 717,895 Amortizing 9.250 82,800
0941499 GA 30001 1 1 714,376 Amortizing 10.375 118,548
0937216 IL 60510 1 1 709,662 Amortizing 10.000 79,836
0943678 IL 60020 1 1 700,176 Amortizing 8.000 66,348
0937 GA 30064 1 1 688,665 Amortizing 8.500 66,608
0931901 CA 92506 1 1 687,133 Amortizing 9.500 72,468
0939547 CA 91204 1 1 681,532 Amortizing 7.875 63,912
0931913 CA 92666 1 1 681,512 Amortizing 9.250 75,816
0934963 TX 75006 1 1 674,075 Amortizing 9.125 71,772
0939493 PA 19462 1 1 666,087 Amortizing 8.875 67,656
0941669 MD 20784 2 1 664,649 Amortizing 9.930 86,436
0943617 TX 78232 1 1 658,591 Amortizing 8.750 66,600
0930507 TX 77056 1 1 653,319 Amortizing 7.750 111,540
0935505 FL 33604 1 1 650,308 Amortizing 8.500 62,898
0934847 CA 90035 2 1 648,226 Amortizing 9.250 77,076
0934860 CA 90025 2 1 648,226 Amortizing 9.250 77,076
0939651 IL 60435 1 1 636,946 Amortizing 8.125 78,384
0935074 CO 80209 1 1 625,980 Amortizing 9.500 90,036
0935463 DC 20036 1 1 625,763 Interest Only 6.500 40,674
0943332 TX 78758 1 1 624,095 Amortizing 8.250 62,445
0934562 OR 97266 1 1 615,391 Amortizing 9.500 64,524
0943423 TX 75067 1 1 613,707 Amortizing 9.500 66,840
0943238 FL 33594 1 1 608,177 Amortizing 9.250 86,460
0932449 GA 30342 1 1 604,171 Amortizing 8.500 55,956
0935308 CA 93101 2 1 604,119 Amortizing 9.125 71,124
0943563 TX 78217 1 1 602,318 Amortizing 8.750 61,056
0933958 CO 80207 1 1 596,531 Amortizing 10.125 69,144
0941694 NJ 07071 1 1 593,847 Amortizing 10.375 161,088
0938737 FL 32824 1 1 582,180 Amortizing 8.625 75,168
0935359 OR 97277 1 1 581,169 Amortizing 9.750 84,576
0930283 TX 77029 1 1 577,257 Amortizing 9.000 115,152
0930568 WA 98055 1 1 575,138 Amortizing 9.625 76,500
0934975 CA 92410 2 1 573,571 Amortizing 9.250 61,704
0934367 OR 97210 1 1 570,294 Amortizing 9.625 84,240
0931615 CA 90041 1 1 567,835 Amortizing 9.875 66,024
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0937927 108,230 1.19 '94 11-Jul-88 15-Dec-96
0930578 102,319 1.09 '94 23-Aug-78 01-Sep-2008
0943642 167,206 2.12 '94 21-Mar-94 01-Apr-2001
0934239 187,796 2.14 '94 10-Nov-86 01-Dec-2001
0943290 334,797 2.17 '94 19-Oct-92 01-Nov-2002
0934136 102,805 1.25 '94 12-Nov-86 01-Dec-96
0933995 155,156 1.65 '94 10-Sep-86 01-Oct-96
0933582 126,411 1.50 '94 04-Jun-86 01-Jul-96
0933168 132,515 1.61 '94 01-Mar-86 01-Apr-96
0938178 87,279 1.05 PF 01-Aug-88 01-Sep-98
0941499 141,093 1.19 '94 05-Jul-90 01-Aug-2005
0937216 126,261 1.58 '94 10-Mar-88 20-Mar-98
0943678 76,105 1.15 '94 29-Apr-94 15-May-2004
937 96,243 1.44 STAT 01-Jan-96 31-Dec-2002
0931901 75,466 1.04 '94 23-May-85 15-Jun-98
0939547 94,802 1.48 '94 01-May-89 01-Jun-99
0931913 118,143 1.56 '94 21-May-85 01-Jun-2000
0934963 111,740 1.56 '94 14-May-87 09-Jun-97
0939493 78,661 1.16 '94 25-May-89 10-Jun-99
0941669 299,160 3.46 '94 13-Aug-90 01-Sep-2000 01-Sep-2010
0943617 108,024 1.62 '94 18-Jan-94 01-Feb-2001
0930507 123,711 1.11 '94 15-Nov-78 01-Dec-2003
0935505 90,098 1.43 '94 01-Jan-96 31-Dec-2002
0934847 135,211 1.75 '94 01-Apr-87 20-May-97 20-May-2002
0934860 88,339 1.15 '94 01-Apr-87 20-May-97 20-May-2002
0939651 169,337 2.16 '94 01-May-89 01-Jun-99
0935074 154,810 1.72 '94 20-May-87 20-Jun-97
0935463 86,859 2.14 '94 29-Jul-87 25-May-99 25-May-99
0943332 214,668 3.44 '94 13-Mar-92 30-Apr-97
0934562 113,275 1.76 '94 05-Dec-86 15-Jan-99
0943423 82,610 1.24 '93 19-Oct-92 01-Nov-2002
0943238 131,004 1.52 STAT 01-Jun-92 15-Jun-2002
0932449 71,040 1.27 '94 20-Aug-85 01-Apr-99
0935308 94,460 1.33 '94 01-Jun-87 01-Jul-97 01-Jul-2002
0943563 86,804 1.42 '94 08-Nov-93 01-Dec-2000
0933958 104,884 1.52 '94 03-Sep-86 05-Oct-96
0941694 215,167 1.34 '94 24-Aug-90 06-Sep-2000
0938737 89,451 1.19 '93 03-Nov-88 15-Dec-98
0935359 136,651 1.62 '94 16-Jun-87 01-Jul-2007
0930283 225,651 1.96 '94 29-Oct-74 15-Oct-2002
0930568 105,460 1.38 '93 28-Jun-79 01-Jul-2009
0934975 87,689 1.42 '94 01-Apr-87 01-Jun-97 01-Jun-2002
0934367 124,301 1.48 '94 26-Jan-87 01-Feb-97
0931615 99,278 1.50 '94 25-Apr-85 01-May-2000
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0937927 11 302 YM 15-Dec-96 1988
0930578 151 248 Declining 01-Sep-2008 01-Sep-88 1977
0943642 62 300 Declining 30-Mar-99 1985
0934239 70 304 YM 01-Dec-2001 1982
0943290 81 120 YM 01-Nov-2002 1960
0934136 10 360 YM 01-Dec-96 1986
0933995 8 244 YM 01-Oct-96 1961
0933582 5 360 YM 01-Jul-96 30-Jan-91 1981
0933168 2 300 YM 01-Apr-96 1932
0938178 31 240 YM 01-Sep-98 1900
0941499 114 180 YM 01-Aug-2005 1990
0937216 26 342 YM 20-Mar-98 1987
0943678 100 300 Open 1986
937 84 300 Locked 01-Jul-2002 01-Jan-98 1983
0931901 29 300 YM 15-Jun-98 1984
0939547 40 300 YM 01-Jun-99 1989
0931913 52 254 YM 01-Jun-2000 1909
0934963 17 360 YM 09-Jun-97 1987
0939493 41 302 YM 10-Jun-99 1988
0941669 175 240 YM 01-Sep-2000 1957
0943617 60 300 YM 01-Feb-2001 1984
0930507 94 120 Declining 01-Dec-2003 1978
0935505 84 300 Locked 01-Jul-2002 01-Jan-98 1984
0934847 76 228 YM 20-May-97 1965
0934860 76 228 YM 20-May-97 1966
0939651 40 183 YM 01-Jun-99 1961
0935074 17 184 YM 20-Jun-97 1957
0935463 40 0 YM 25-May-99 1925
0943332 15 300 Open 1883
0934562 36 300 YM 15-Jan-99 1983
0943423 81 300 YM 01-Nov-2002 1984
0943238 77 180 YM 15-Jun-2002 1988
0932449 38 360 YM 01-Apr-99 1984
0935308 77 244 YM 01-Jul-97 1982
0943563 58 300 YM 01-Dec-2000 1983
0933958 9 290 YM 05-Oct-96 1973
0941694 56 120 YM 06-Sep-2000 1968
0938737 35 185 YM 15-Dec-98 1988
0935359 137 180 YM 01-Jul-2007 1987
0930283 81 335 Declining 15-Oct-2002 10-Oct-84 1975
0930568 161 360 Declining 01-Jul-2009 01-Jul-89 1979
0934975 76 360 YM 01-Jun-97 1987
0934367 12 184 YM 01-Feb-97 1971
0931615 51 240 Locked 01-May-2000 1966
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0937927 100.00 08-May-95 13,000 62 75.0
0930578 77.00 25-Jan-95 74 10,733 75.0
0943642 97.00 01-Jun-95 18,725 42 38.0
0934239 100.00 04-Apr-95 21,089 37 71.0
0943290 97.00 31-Dec-94 44,695 17 33.0
0934136 100.00 21-Mar-95 6,300 117 75.0
0933995 100.00 25-Nov-94 28,000 26 71.0
0933582 100.00 21-Nov-94 15,869 46 70.0
0933168 100.00 25-May-95 10,480 69 36.0
0938178 100.00 03-May-93 5,385 133 67.0
0941499 100.00 15-May-95 29,547 24 67.0
0937216 100.00 01-Jan-95 11,160 64 75.0
0943678 89.00 07-Apr-95 19,430 36 67.0
0937 88.00 31-May-95 15,600 44 75.0
0931901 55.00 30-Mar-95 13,031 53 69.0
0939547 100.00 02-Jun-95 9,800 70 72.0
0931913 40.00 29-Jun-95 11,612 59 75.0
0934963 100.00 21-Mar-95 28,000 24 75.0
0939493 100.00 18-May-95 8,400 79 73.0
0941669 89.00 01-Jan-95 105 6,330 25.0
0943617 82.00 01-Jun-95 46,218 14 62.0
0930507 100.00 31-Dec-94 60,100 11 75.0
0935505 79.00 30-Nov-94 49 13,272 75.0
0934847 100.00 31-Dec-94 24 27,009 50.0
0934860 100.00 31-Dec-94 21 30,868 48.0
0939651 100.00 24-Nov-94 60,000 11 55.0
0935074 100.00 31-Dec-94 14,864 42 62.0
0935463 100.00 31-Dec-94 3,000 209 69.0
0943332 97.00 20-Jun-95 29,898 21 43.0
0934562 100.00 28-Oct-94 13,916 44 71.0
0943423 100.00 31-Dec-94 15,539 39 67.0
0943238 100.00 23-Jun-95 19,597 31 83.0
0932449 87.00 02-May-95 9,150 66 73.0
0935308 100.00 27-Jan-95 5,550 109 74.0
0943563 88.00 31-Aug-95 30,373 20 49.0
0933958 100.00 25-Oct-94 48,484 12 52.0
0941694 100.00 31-Dec-94 30,000 20 42.0
0938737 100.00 30-Mar-95 29,550 20 70.0
0935359 54.00 31-Dec-94 10,400 56 75.0
0930283 100.00 28-Feb-95 122 4,732 75.0
0930568 90.00 14-Feb-94 21,218 27 66.0
0934975 100.00 16-Jun-95 5,900 97 75.0
0934367 100.00 01-Mar-95 46,386 12 75.0
0931615 100.00 26-Apr-95 8,500 67 69.0
[PAGE 13 OF 14]
</TABLE>
<PAGE>
<PAGE>
Confederation Life Insurance Company
<TABLE>
<CAPTION>
Loan Prospectus Property Property Property Property
ID ID Type Name Address City
<S> <C> <C> <C> <C> <C>
0930143 539 Multifamily THE ARRANGEMENT APARTMENTS BURTON DRIVE & OLTORF ROAD AUSTIN
0943733 540 Retail EL MERCADO SHOPPING CENTER 9055 MARBACH RD. SAN ANTONIO
0934392 541 Warehouse WESCO 1333 STATE COLLEGE PARKWAY ANAHEIM
0938294 542 Warehouse WHITESELL CONSTRUCTION COMPANY 1816 UNDERWOOD BLVD DELRAN TOWNSHIP
0943265 543 Warehouse SHEN LIANG U S A, INC. 2110 MCDANIEL DRIVE CARROLLTON
0930581 544 Industrial EVERSPRING ENTERPRISES 2301 CENTURY CENTER BOULEVARD IRVING
0710 545 Warehouse 6160-6190 BOATROCK BLVD. 6160-6190 BOATROCK BLVD. ATLANTA
0935591 546 Multifamily VICTORIA APARTMENTS 3518 ROSWELL ROAD NW ATLANTA
0941487 547 Retail BONITA CENTRE EAST 4500-4538 BONITA ROAD CHULA VISTA
0943484 548 Retail ASPENGLEN SHOPPING CENTER 4494 STATE HIGHWAY 6 NORTH HOUSTON
0943502 549 Office SHERWOOD FOREST OFFICE BLDG. 1303-1315 SHERWOOD FOREST HOUSTON
0933910 550 Office 99202 ARGONNE ROAD 99202 ARGONNE ROAD SPOKANE
0965 551 Industrial 1985 SWARTHMORE AVE. 1985 SWARTHMORE AVE. LAKEWOOD
0934549 552 Warehouse TILTON EQUIPMENT BUILDING 1295 OLD ALPHARETTA ROAD FORSYTH COUNTY
0943307 553 Office RIGHT BANK BUILDING 1401 BLAKE STREET DENVER
0938944 554 Industrial 3415 EMPIRE BOULEVARD 3415 EMPIRE BOULEVARD ATLANTA
0930866 555 Office 5465 BLAIR ROAD OFFICE BLDG. 5465 BLAIR ROAD DALLAS
0934653 556 Office HELTZER SALES CORPORATION 5135 GOLF ROAD SKOKIE
0931417 557 Warehouse 3308 INDUSTRIAL DRIVE 3308 INDUSTRIAL DRIVE SANTA ROSA
0952 558 Retail BELMONT SQUARE SHOPPING CENTER 6347-6359 BELMONT AVE. CHICAGO
0943599 559 Warehouse 3821 AIRPORT DRIVE 1909 E. 38 1/2 STREET AUSTIN
0931482 560 Retail LYONS STATION PLAZA 23402-34 Lyons Ave. Newhall
0943319 561 Industrial 7248 S TUCSON WAY 7248 S TUCSON WAY ENGLEWOOD
0943575 562 Warehouse THE WORK CENTER 5340 RITTIMAN ROAD SAN ANTONIO
0935098 563 Restaurant CHILI'S BAR & GRILL 329 W. SPRING VALLEY ROAD RICHARDSON
0943680 564 Warehouse 10151 I H 35 NORTH 10151 I H 35 NORTH SAN ANTONIO
<PAGE>
<CAPTION>
Prop Sched Mtg. Annual
Loan Prop Zip Loan Lien Prin Amort Int Debt
ID State Code Group Status Balance Type Rate Service
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0930143 TX 78741 1 1 564,895 Amortizing 8.750 119,875
0943733 TX 78245 1 1 546,344 Amortizing 8.500 58,584
0934392 CA 92806 1 1 522,696 Amortizing 9.750 58,668
0938294 NJ 08075 1 1 522,477 Amortizing 10.500 65,160
0943265 TX 75212 1 1 504,764 Amortizing 9.000 71,201
0930581 TX 75062 1 1 485,063 Amortizing 9.875 64,604
0710 GA 30336 1 1 483,601 Amortizing 8.500 46,774
0935591 GA 30305 1 1 460,483 Amortizing 10.250 94,836
0941487 CA 92002 1 1 453,230 Amortizing 9.750 126,708
0943484 TX 77084 1 1 449,329 Amortizing 8.500 42,444
0943502 TX 77043 1 1 437,412 Amortizing 9.250 46,437
0933910 WA 99212 1 1 379,373 Amortizing 10.250 58,908
0965 NJ 08701 1 1 371,361 Amortizing 8.500 35,918
0934549 GA 30201 1 1 362,376 Amortizing 10.000 81,396
0943307 CO 80202 1 1 355,822 Amortizing 8.500 36,235
0938944 GA 30354 2 1 340,003 Amortizing 7.750 41,592
0930866 TX 75231 1 1 331,163 Interest Only 8.500 28,149
0934653 IL 60077 1 1 322,139 Amortizing 10.000 70,932
0931417 CA 95401 2 1 317,711 Amortizing 9.875 42,564
0952 IL 60634 1 1 312,553 Amortizing 8.500 30,230
0943599 TX 78722 1 1 300,000 Amortizing 8.000 26,424
0931482 CA 91381 1 2 273,813 Amortizing 10.125 32,532
0943319 CO 80112 1 1 249,075 Amortizing 8.500 25,365
0943575 TX 78218 1 1 167,719 Amortizing 8.500 16,680
0935098 TX 75081 1 1 126,897 Amortizing 9.750 102,012
0943680 TX 78233 1 1 125,131 Amortizing 8.500 12,324
<PAGE>
<CAPTION>
Source IO Next Rate
Loan Normalized of Orig End Reset Maturity
ID NOI DSCR NOI Date Date Date Date
<S> <C> <C> <C> <C> <C> <C> <C>
0930143 259,801 2.17 '94 28-Mar-74 01-Apr-2002
0943733 75,766 1.29 '94 29-Jul-94 15-Aug-2004
0934392 76,383 1.30 '94 01-Dec-86 01-Jan-97
0938294 197,798 3.04 '94 29-Sep-88 01-Oct-2013
0943265 582,714 8.18 '93 29-May-92 01-Jul-97
0930581 130,000 2.01 '94 25-Oct-79 01-Nov-2009
0710 88,045 1.88 STAT 01-Jan-96 31-Dec-2002
0935591 136,111 1.44 '94 15-Sep-87 10-Oct-2002
0941487 413,042 3.26 '94 15-May-90 15-Jun-2000
0943484 97,688 2.30 '94 11-Mar-93 15-Mar-2003
0943502 104,340 2.25 '94 30-Mar-93 10-Apr-2003
0933910 76,832 1.30 '94 21-Aug-86 01-Sep-2006
0965 57,796 1.61 STAT 01-Jan-96 31-Dec-2002
0934549 83,038 1.02 '94 11-Dec-86 15-Dec-2001
0943307 50,925 1.41 '93 05-Apr-92 05-Apr-97
0938944 106,973 2.57 '94 04-Jan-89 01-Feb-99 01-Feb-2009
0930866 37,293 1.32 '94 21-May-81 01-Feb-2011 01-Feb-2011
0934653 146,661 2.07 '94 28-Jan-87 01-Mar-2002
0931417 54,108 1.27 '93 28-Aug-84 10-Sep-99 01-Sep-2004
0952 37,788 1.25 '94 01-Jan-96 31-Dec-2002
0943599 65,534 2.48 '94 04-Jan-94 01-Feb-96 01-Feb-2004
0931482 344,867 2.63 '94 07-Feb-85 01-Mar-2000
0943319 68,362 2.70 '93 01-Apr-92 05-Apr-97
0943575 42,832 2.57 '94 15-Nov-93 01-Dec-2000
0935098 152,866 1.50 '94 20-May-87 01-Jun-97
0943680 20,384 1.65 '94 01-Jul-94 15-Jul-2004
<PAGE>
<CAPTION>
Sched Cut-Off-Date Prepay Lockout
Loan RTM Amort Prepay Expire Expire Year
ID Mo. Term Status Date Date Built
<S> <C> <C> <C> <C> <C> <C>
0930143 74 336 Declining 01-Apr-2002 28-Feb-84 1973
0943733 103 240 YM 15-Aug-2004 1984
0934392 11 300 YM 01-Jan-97 1978
0938294 212 300 YM 01-Oct-2013 1972
0943265 17 180 YM 01-Jul-97 1983
0930581 165 360 Declining 01-Nov-2009 01-Dec-90 1979
0710 84 300 Locked 01-Jul-2002 01-Jan-98 1975
0935591 81 180 YM 10-Oct-2002 1962
0941487 53 66 YM 15-Jun-2000 1982
0943484 86 360 YM 15-Mar-2003 1982
0943502 87 300 YM 10-Apr-2003 1982
0933910 127 240 YM 01-Sep-2006 1985
0965 84 300 Locked 01-Jul-2002 01-Jan-98 1989
0934549 71 120 YM 15-Dec-2001 1985
0943307 15 300 Open 1888
0938944 156 180 YM 01-Feb-99 1958
0930866 180 0 Open 1981
0934653 73 180 YM 01-Mar-2002 1969
0931417 104 300 YM 10-Sep-99 1984
0952 84 300 Locked 01-Jul-2002 01-Jan-98 1987
0943599 96 360 YM 01-Feb-2004 1985
0931482 49 300 YM 01-Mar-2000 1977
0943319 15 300 YM 05-Apr-97 1984
0943575 58 299 Open 1982
0935098 16 120 YM 01-Jun-97 1983
0943680 102 300 YM 15-Jul-2004 1983
<PAGE>
<CAPTION>
Occupancy Size Orig
Loan as of (Sq.Ft. or Prin Bal LTV
ID Occup Date Units) Size Ratio
<S> <C> <C> <C> <C> <C>
0930143 91.00 01-Jun-95 112 5,044 74.0
0943733 57.00 28-Feb-95 20,028 27 49.0
0934392 100.00 02-Jun-95 16,800 31 75.0
0938294 100.00 10-Apr-95 34,707 15 50.0
0943265 100.00 01-Jul-94 44,800 11 70.0
0930581 100.00 21-Mar-95 40,000 12 74.0
0710 100.00 01-May-95 66,168 7 45.0
0935591 100.00 01-Jan-95 40 11,512 61.0
0941487 100.00 05-Jun-95 22,777 20 22.0
0943484 94.00 30-Jun-95 19,195 23 88.0
0943502 100.00 08-Jun-95 30,498 14 60.0
0933910 100.00 20-Dec-94 8,900 43 69.0
0965 100.00 13-Jun-95 37,500 10 37.0
0934549 100.00 27-Apr-95 13,644 27 75.0
0943307 81.00 08-Mar-95 14,739 24 75.0
0938944 100.00 15-May-95 34,805 10 75.0
0930866 100.00 18-Oct-94 6,811 49 74.0
0934653 100.00 13-Mar-95 12,500 26 66.0
0931417 49.00 08-Apr-94 10,950 29 73.0
0952 88.00 31-May-95 8,053 39 57.0
0943599 100.00 01-Jun-95 15,443 19 68.0
0931482 92.00 01-Mar-95 28,556 10 49.0
0943319 100.00 01-Jun-94 7,956 31 95.0
0943575 100.00 31-Mar-95 16,284 10 69.0
0935098 100.00 01-Jul-94 6,176 21 47.0
0943680 100.00 09-Jan-95 8,619 15 85.0
[PAGE 14 OF 14]
</TABLE>
<PAGE>
