<PAGE> 1
Filed pursuant to Rule 424(b)(5)
Registration No. 333-84249
THIS PROSPECTUS SUPPLEMENT RELATES TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AND IS SUBJECT TO COMPLETION OR
AMENDMENT. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY.
THERE MAY NOT BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH
THAT OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED MAY 24, 2000
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 24, 2000)
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.,
THE DEPOSITOR
COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2000-C1
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D,
CLASS E, CLASS F, CLASS G AND CLASS X
APPROXIMATE TOTAL PRINCIPAL BALANCE AT ISSUANCE: $656,496,000
We, Salomon Brothers Mortgage Securities VII, Inc., have prepared this
prospectus supplement in order to offer the classes of commercial mortgage
pass-through certificates identified above. These certificates are the only
securities offered by this prospectus supplement. This prospectus supplement
specifically relates to, and is accompanied by, our prospectus dated May 24,
2000. We will not list the offered certificates on any national securities
exchange or any automated quotation system of any registered securities
associations, such as NASDAQ.
Each class of offered certificates will receive monthly distributions of
interest, principal or both, commencing in July, 2000. The table on page S-5 of
this prospectus supplement contains a list of the classes of offered
certificates, including the principal balance, pass-through rate, and other
select characteristics of each class. The initial mortgage pool balance that we
expect to transfer to the trust will be approximately $729,440,160. Credit
enhancement is being provided through the subordination of multiple non-offered
classes of the series 2000-C1 certificates. That same table on page S-5 of this
prospectus supplement also contains a list of the non-offered classes of the
series 2000-C1 certificates.
The offered certificates will represent beneficial ownership interests in
the commercial mortgage trust identified above. They will not represent
interests in or obligations of any other party. The assets of the trust will
include a pool of multifamily and commercial mortgage loans. No governmental
agency or instrumentality or private insurer has insured or guaranteed the
offered certificates or any of the mortgage loans that back them.
------------------------
YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-23 IN THIS
PROSPECTUS SUPPLEMENT AND ON PAGE 4 IN THE ACCOMPANYING PROSPECTUS PRIOR TO
INVESTING IN THE OFFERED CERTIFICATES.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
Salomon Smith Barney Inc., Greenwich Capital Markets, Inc. and Chase
Securities Inc. are the underwriters for this offering. They will purchase the
offered certificates from us. Our proceeds from the sale of the offered
certificates will equal approximately % of the total initial principal
balance of the offered certificates, plus accrued interest, before deducting
expenses payable by us. Each underwriter's commission will be the difference
between the price it pays to us for its allocation of offered certificates and
the amount it receives from the sale of those offered certificates to the
public. The underwriters intend to sell the offered certificates from time to
time in negotiated transactions at varying prices to be determined at the time
of sale. The price of any offered certificate will be calculated so as to
generate a yield equal to a negotiated spread over an index rate. See "Method of
Distribution" in this prospectus supplement.
[SALOMON SMITH BARNEY LOGO]
[GREENWICH CAPITAL LOGO] CHASE SECURITIES INC.
The date of this prospectus supplement is , 2000.
<PAGE> 2
MAP
S-2
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT PAGE
--------------------- ----
<S> <C>
Important Notice About the Information Contained in This
Prospectus Supplement, the Accompanying Prospectus and the
Related Registration Statement............................ 4
Summary of Prospectus Supplement............................ 5
Risk Factors................................................ 23
Capitalized Terms Used in this Prospectus Supplement........ 42
Forward-Looking Statements.................................. 43
Description of the Mortgage Pool............................ 43
Servicing of the Underlying Mortgage Loans.................. 68
Description of the Offered Certificates..................... 83
Yield and Maturity Considerations........................... 99
Use of Proceeds............................................. 104
Federal Income Tax Consequences............................. 104
ERISA Considerations........................................ 108
Legal Investment............................................ 112
Method of Distribution...................................... 112
Legal Matters............................................... 113
Ratings..................................................... 113
Glossary.................................................... 115
Annex A--Characteristics of the Underlying Mortgage Loans
and the Mortgaged Real Properties......................... A-1
Annex B--Form of Trustee Report............................. B-1
Annex C--Decrement Tables for Class A-1, A-2, B, C, D, E, F
and G Certificates........................................ C-1
Annex D--Price/Yield Tables for Class X Certificates........ D-1
PROSPECTUS
Important Notice About Information in This Prospectus and
each Accompanying Prospectus Supplement................... 3
Risk Factors................................................ 4
Description of the Trust Funds.............................. 12
Use of Proceeds............................................. 18
Yield Considerations........................................ 18
The Depositor............................................... 22
Description of the Certificates............................. 22
Description of the Agreements............................... 31
Description of Credit Support............................... 48
Certain Legal Aspects of Mortgage Loans..................... 51
Federal Income Tax Consequences............................. 61
State and Other Tax Consequences............................ 90
ERISA Considerations........................................ 91
Legal Investment............................................ 96
Method of Distribution...................................... 98
Legal Matters............................................... 98
Financial Information....................................... 99
Rating...................................................... 99
Available Information....................................... 99
Reports to Certificateholders............................... 99
Incorporation of Certain Information by Reference........... 100
Index of Principal Definitions.............................. 101
</TABLE>
S-3
<PAGE> 4
IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT,
THE ACCOMPANYING PROSPECTUS AND THE RELATED REGISTRATION STATEMENT
Information about the offered certificates is contained in two separate
documents:
- this prospectus supplement, which describes the specific terms of the
offered certificates; and
- the accompanying prospectus, which provides general information, some of
which may not apply to the offered certificates.
You should read both this prospectus supplement and the accompanying
prospectus in full to obtain material information concerning the offered
certificates.
In addition, we have filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, with
respect to the offered certificates. This prospectus supplement and the
accompanying prospectus form a part of that registration statement. However,
this prospectus supplement and the accompanying prospectus do not contain all of
the information contained in our registration statement. For further information
regarding the documents referred to in this prospectus supplement and the
accompanying prospectus, you should refer to our registration statement and the
exhibits to it. Our registration statement and the exhibits to it can be
inspected and copied at prescribed rates at the public reference facilities
maintained by the SEC at its public reference section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices located at: Chicago regional
office, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and
New York regional office, Seven World Trade Center, New York, New York 10048.
Copies of these materials can also be obtained electronically through the SEC's
internet web site (http:\\www.sec.gov).
You should only rely on the information contained in this prospectus
supplement, the accompanying prospectus and our registration statement. We have
not authorized any person to give any other information or to make any
representation that is different from the information contained in this
prospectus supplement, the accompanying prospectus or our registration
statement.
S-4
<PAGE> 5
SUMMARY OF PROSPECTUS SUPPLEMENT
This summary contains selected information regarding the offering being
made by this prospectus supplement. It does not contain all of the information
you need to consider in making your investment decision. TO UNDERSTAND ALL OF
THE TERMS OF THE OFFERING OF THE OFFERED CERTIFICATES, YOU SHOULD READ CAREFULLY
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN FULL.
INTRODUCTION TO THE TRANSACTION
The offered certificates will be part of a series of commercial mortgage
pass-through certificates designated as the Series 2000-C1 Commercial Mortgage
Pass-Through Certificates and consisting of multiple classes. The table below
identifies the respective classes of certificates of that series, specifies
various characteristics of each of those classes of certificates and indicates
which of those classes of certificates are offered by this prospectus supplement
and which are not.
SERIES 2000-C1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
<TABLE>
<CAPTION>
APPROX. % APPROX.
APPROX. TOTAL OF INITIAL TOTAL CREDIT PASS- INITIAL WEIGHTED
PRINCIPAL MORTGAGE SUPPORT AT THROUGH PASS- AVERAGE MOODY'S/
BALANCE AT POOL INITIAL RATE THROUGH LIFE PRINCIPAL S&P
CLASS INITIAL ISSUANCE BALANCE ISSUANCE DESCRIPTION RATE (YEARS) WINDOW RATINGS
- ----- ---------------- ---------- ------------ ------------- ------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Offered Certificates
A-1................ $133,703,000 18.33% 25.50% Fixed/WAC Cap % 5.70 7/00-11/08 Aaa/AAA
A-2................ $409,729,000 56.17% 25.50% Fixed/WAC Cap % 9.14 11/08-12/09 Aaa/AAA
B.................. $ 36,472,000 5.00% 20.50% Fixed/WAC Cap % 9.55 12/09-1/10 Aa2/AA
C.................. $ 31,002,000 4.25% 16.25% Fixed/WAC Cap % 9.55 1/10-1/10 A2/A
D.................. $ 10,941,000 1.50% 14.75% Fixed/WAC Cap % 9.55 1/10-1/10 A3/A-
E.................. $ 9,118,000 1.25% 13.50% Fixed/WAC Cap % 9.55 1/10-1/10 Baa1/BBB+
F.................. $ 14,589,000 2.00% 11.50% Fixed/WAC Cap % 9.62 1/10-2/10 Baa2/BBB
G.................. $ 10,942,000 1.50% 10.00% Fixed/WAC Cap % 9.63 2/10-2/10 Baa3/BBB-
X.................. N/A N/A N/A Variable IO N/A N/A N/A Aaa/AAAr
Non-Offered
Certificates
H.................. $ 14,588,000 2.00% 8.00% Fixed % 10.00 2/10-11/11 Ba1/BB+
J.................. $ 18,236,000 2.50% 5.50% Fixed % 12.81 11/11-8/13 Ba2/BB
K.................. $ 5,471,000 0.75% 4.75% Fixed % 13.13 8/13-8/13 Ba3/BB-
L.................. $ 3,647,000 0.50% 4.25% Fixed % 13.13 8/13-8/13 B1/B+
M.................. $ 7,295,000 1.00% 3.25% Fixed % 13.40 8/13-3/14 B2/B
N.................. $ 7,294,000 1.00% 2.25% Fixed % 14.26 3/14-9/15 B3/B-
P.................. $ 16,413,160 2.25% 0.00% Fixed % 18.18 9/15-5/24 Not Rated
R.................. N/A N/A N/A N/A N/A N/A N/A Not Rated
Y.................. N/A N/A N/A N/A N/A N/A N/A Not Rated
</TABLE>
The offered certificates will evidence beneficial ownership interests in a
common law trust designated as the Salomon Brothers Commercial Mortgage Trust
2000-C1. We will form the trust at or prior to the time of initial issuance of
the offered certificates. The assets of the trust will include a pool of
multifamily and commercial mortgage loans having the characteristics described
in this prospectus supplement.
The governing document for purposes of issuing the offered certificates and
forming the trust will be a pooling and servicing agreement to be dated as of
June 1, 2000. The pooling and servicing agreement will also govern the servicing
and administration of the mortgage loans and the other assets that back the
offered certificates. The parties to the pooling and servicing agreement will
include us, a trustee, a master servicer and a special servicer. We will file a
copy of the pooling and servicing agreement with the SEC as an exhibit to a
current report on Form 8-K after the initial issuance of the offered
certificates. The SEC will make that current report on Form 8-K and its exhibits
available to the public for inspection.
S-5
<PAGE> 6
KEY CERTIFICATE FEATURES SHOWN IN THE TABLE ABOVE
A. TOTAL PRINCIPAL BALANCE
OR NOTIONAL AMOUNT AT
INITIAL ISSUANCE........ The table above identifies for each class of the
series 2000-C1 certificates the approximate total
principal balance, if any, of that class at initial
issuance. The actual total principal balance of any
class of series 2000-C1 certificates at initial
issuance may be larger or smaller than the amount
shown above, depending on the actual size of the
initial mortgage pool balance. The actual size of
the initial mortgage pool balance may be as much as
5% larger or smaller than the amount presented in
this prospectus supplement.
As shown in the table above, the class A-1, A-2, B,
C, D, E, F, G, H, J, K, L, M, N and P certificates
are the only series 2000-C1 certificates with
principal balances. The principal balance of any of
those certificates at any time represents the
maximum amount that the holder may receive as
principal out of cashflow received on or with
respect to the underlying mortgage loans.
The class X certificates do not have principal
balances. They are interest-only certificates. For
purposes of calculating the amount of accrued
interest with respect to the class X certificates,
however, they will have a total notional amount
equal to the total principal balance of the class
A-1, A-2, B, C, D, E, F, G, H, J, K, L, M, N and P
certificates outstanding from time to time. The
total initial notional amount of the class X
certificates will be approximately $729,440,160,
although it may be as much as 5% larger or smaller.
The class R certificates do not have principal
balances or notional amounts. They are residual
interest certificates. The holders of the class R
certificates are not expected to receive any
material payments.
B. TOTAL CREDIT SUPPORT AT
INITIAL ISSUANCE........ The respective classes of the series 2000-C1
certificates entitle their holders to varying
degrees of seniority for purposes of--
- receiving payments of interest and, if and when
applicable, payments of principal, and
- bearing the effects of losses on the underlying
mortgage loans, as well as default-related and
other unanticipated expenses of the trust.
The class A-1, A-2 and X certificates are the most
senior. The class R certificates are the most
subordinate, but they do not provide any credit
support to the other series 2000-C1 certificates.
The remaining classes of series 2000-C1
certificates are listed in the table above from top
to bottom in descending order of seniority.
The table above shows the approximate total credit
support provided to each class of the offered
certificates, other than the class X certificates,
through the subordination of other classes of the
series 2000-C1 certificates. In the case of each of
those classes of offered certificates, the credit
support shown in the table above represents the
total initial principal balance, expressed as a
percentage of the initial
S-6
<PAGE> 7
mortgage pool balance, of all classes of the series
2000-C1 certificates that are subordinate to the
indicated class.
C. PASS-THROUGH RATE....... Each class of the series 2000-C1 certificates,
other than the class R certificates, will bear
interest. The table above provides the indicated
information regarding the pass-through rate at
which each of those classes of the series 2000-C1
certificates will accrue interest.
Each class of series 2000-C1 certificates
identified in the table above as having a
Fixed/WAC Cap pass-through rate, has a variable
pass-through rate equal to the lesser of--
- the initial pass-through rate for that class,
and
- a weighted average coupon derived from net
interest rates on the pooled mortgage loans.
Each class of series 2000-C1 certificates
identified in the table above as having a Fixed
pass-through rate, has a fixed pass-through rate
that will remain constant at the initial
pass-through rate for that class.
The pass-through rate for the class X certificate
will be variable and will equal the excess, if any,
of--
- a weighted average coupon derived from net
interest rates on the pooled mortgage loans,
over
- a weighted average of the pass-through rates
from time to time on the other interest-bearing
classes of the series 2000-C1 certificates.
D. WEIGHTED AVERAGE LIFE
AND PRINCIPAL WINDOW.... The weighted average life of any class of series
2000-C1 certificates, other than the class X, Y and
R certificates, refers to the average amount of
time that will elapse from the date of their
issuance until each dollar to be applied in
reduction of the total principal balance of those
certificates is paid to the investor. The principal
window for any class of series 2000-C1
certificates, other than the class X, Y and R
certificates, is the period during which the
holders of that class of offered certificates will
receive payments of principal. The weighted average
life and principal window shown in the table above
for each class of series 2000-C1 certificates,
other than the class X, Y and R certificates, were
calculated based on the following assumptions with
respect to each underlying mortgage loan--
- the related borrower timely makes all payments
on the mortgage loan,
- if the mortgage loan has an anticipated
repayment date, as described under "--The
Underlying Mortgage Loans and the Mortgaged Real
Properties" below, the mortgage loan will be
paid in full on that date, and
- the mortgage loan will not otherwise be prepaid
prior to stated maturity.
The weighted average life and principal window
shown in the table above for each class of series
2000-C1 certificates, other than the class X, Y and
R certificates, were further calculated based on
the
S-7
<PAGE> 8
other maturity assumptions described under "Yield
and Maturity Considerations" in, and in the
glossary to, this prospectus supplement.
E. RATINGS................. The ratings shown in the table above for the series
2000-C1 certificates are those of Moody's Investors
Service, Inc. and Standard & Poor's Rating
Services, a Division of the McGraw-Hill Companies,
Inc., respectively. The class P, R, and Y
certificates will not be rated by Moody's or S&P.
It is a condition to their issuance that the
respective classes of the offered certificates
receive credit ratings no lower than those shown in
the table above.
The ratings of the offered certificates address the
timely payment of interest and, except in the case
of the class X certificates, the ultimate payment
of principal on or before February 1, 2033, which
is the rated final payment date. A security rating
is not a recommendation to buy, sell or hold
securities and the assigning rating agency may
revise or withdraw its rating at any time.
For a description of the limitations of the ratings
of the offered certificates, see "Ratings" in this
prospectus supplement.
RELEVANT PARTIES
WE AND US.................. Our name is Salomon Brothers Mortgage Securities
VII, Inc. We are a Delaware corporation. Our
address is 388 Greenwich Street, New York, New York
10013 and our telephone number is (212) 816-6000.
We are an indirect, wholly owned subsidiary of
Salomon Smith Barney Holdings Inc. and an affiliate
of Salomon Smith Barney Inc. and Salomon Brothers
Realty Corp. See "The Depositor" in the
accompanying prospectus.
INITIAL TRUSTEE............ Norwest Bank Minnesota, National Association, a
national banking association, will act as the
initial trustee on behalf of all the series 2000-C1
certificateholders. The trustee will also have, or
be responsible for appointing an agent to perform,
additional duties with respect to tax
administration. While not limiting its liability,
the trustee will be permitted to perform its duties
through agents. See "Description of the Offered
Certificates--The Trustee" in this prospectus
supplement.
INITIAL MASTER SERVICER AND
INITIAL SPECIAL
SERVICER................. GMAC Commercial Mortgage Corporation, a California
corporation, will act as the initial master
servicer and initial special servicer with respect
to the pooled mortgage loans. See "Servicing of the
Underlying Mortgage Loans--The Initial Master
Servicer and the Initial Special Servicer" in this
prospectus supplement.
CONTROLLING CLASS OF
CERTIFICATEHOLDERS....... The holders of certificates representing a majority
interest in a designated controlling class of the
series 2000-C1 certificates will have the right,
subject to the conditions described under
"Servicing of the Underlying Mortgage Loans--The
Controlling Class Representative" and
"--Replacement of the Special Servicer" in this
prospectus supplement, to--
- replace the special servicer, and
S-8
<PAGE> 9
- select a representative that may direct and
advise the special servicer on various servicing
matters.
Unless there are significant losses on the
underlying mortgage loans, the controlling class of
the series 2000-C1 certificateholders will be the
holders of a non-offered class of series 2000-C1
certificates.
MORTGAGE LOAN SELLERS...... We will acquire the 268 mortgage loans that are to
back the offered certificates, from:
- Salomon Brothers Realty Corp., which is a New
York corporation and one of our affiliates; and
- Greenwich Capital Financial Products, Inc., which
is a Delaware corporation and an affiliate of
Greenwich Capital Markets, Inc.
See "Description of the Mortgage Pool--The Mortgage
Loan Sellers" in this prospectus supplement.
UNDERWRITERS............... Salomon Smith Barney Inc. is the lead manager, and
Greenwich Capital Markets, Inc. and Chase
Securities Inc. are co-managers, with respect to
this offering.
RELEVANT DATES AND PERIODS
CUT-OFF DATE............... The pooled mortgage loans will be considered part
of the trust as of a cut-off date of June 1, 2000.
All payments and collections received on the
underlying mortgage loans after that date,
excluding any payments or collections that
represent amounts due on or before that date, will
belong to the trust. Accordingly, June 1, 2000 is
the date as of which we present much of the
information relating to the underlying mortgage
loans and the mortgaged real properties for those
loans in this prospectus supplement.
ISSUE DATE................. The date of initial issuance for the offered
certificates will be on or about June , 2000.
PAYMENT DATE............... Payments on the offered certificates are scheduled
to occur monthly, commencing in July 2000. During
any given month, the payment date will be the 18th
calendar day of that month, or, if the 18th
calendar day of that month is not a business day,
then the next succeeding business day.
RECORD DATE................ The record date for each monthly payment on an
offered certificate will be the last business day
of the prior calendar month. The registered holders
of the offered certificates at the close of
business on each record date, will be entitled to
receive any payments on those certificates on the
following payment date.
COLLECTION PERIOD.......... Amounts available for payment on the offered
certificates on any payment date will depend on the
payments and other collections received, and any
advances of payments due, on the underlying
mortgage loans during the related collection
period. Each collection period--
- will relate to a particular payment date,
- will be approximately one month long,
S-9
<PAGE> 10
- will begin when the prior collection period ends
or, in the case of the first collection period,
will begin on June 2, 2000, and
- will end during the month of, but prior to, the
related payment date.
INTEREST ACCRUAL PERIOD.... The amount of interest payable with respect to the
offered certificates on any payment date will be a
function of the interest accrued during the related
interest accrual period. The interest accrual
period for any payment date will be the calendar
month immediately preceding the month in which that
payment date occurs.
DESCRIPTION OF THE OFFERED CERTIFICATES
REGISTRATION AND
DENOMINATIONS.............. We intend to deliver the offered certificates in
book-entry form in original denominations of:
- in the case of the class X certificates,
$1,000,000 initial notional amount and in any
whole dollar denomination in excess of
$1,000,000; and
- in the case of the other offered certificates,
$10,000 initial principal balance and in any
whole dollar denomination in excess of $10,000.
You will hold your offered certificates through The
Depository Trust Company. As a result, you will not
receive a fully registered physical certificate
representing your interest in any offered
certificate, except under the limited circumstances
described under "Description of the Offered
Certificates--Registration and Denominations" in
this prospectus supplement and "Description of the
Certificates--Book-Entry Registration and
Definitive Certificates" in the accompanying
prospectus. We may elect to terminate the
book-entry system through DTC with respect to any
portion of any class of offered certificates.
S-10
<PAGE> 11
PAYMENTS
A. GENERAL................. The trustee will remit payments of interest and
principal to the respective classes of series
2000-C1 certificateholders entitled to those
payments, sequentially as follows:
<TABLE>
<CAPTION>
PAYMENT ORDER CLASS
------------- --------------
<S> <C> <C>
1 A-1, A-2 and X
2 B
3 C
4 D
5 E
6 F
7 G
8 H
9 J
10 K
11 L
12 M
13 N
14 P
</TABLE>
Allocation of interest payments among the class
A-1, A-2 and X certificates is pro rata based on
the respective amounts of interest payable on those
classes. Allocation of principal payments between
the class A-1 and A-2 certificates is described
under "--Payments--Payments of Principal" below.
The class X certificates do not have principal
balances and do not entitle their holders to
payments of principal.
See "Description of the Offered
Certificates--Payments--Priority of Payments" in
this prospectus supplement.
B. PAYMENTS OF INTEREST.... Each class of offered certificates will bear
interest. In each case, that interest will accrue
during each interest accrual period based upon--
- the pass-through rate applicable for the
particular class for that interest accrual
period,
- the total principal balance or notional amount,
as the case may be, of the particular class
outstanding immediately prior to the related
payment date, and
- the assumption that each year consists of twelve
30-day months.
A whole or partial prepayment on an underlying
mortgage loan may not be accompanied by the amount
of one full month's interest on the prepayment. As
and to the extent described under "Description of
the Offered Certificates--Payments--Payments of
Interest" in this prospectus supplement, these
shortfalls may be allocated to reduce the amount of
accrued interest otherwise payable to the holders
of all of the interest-bearing classes of the
series 2000-C1 certificates, including the offered
certificates, on a pro rata basis in accordance
with the
S-11
<PAGE> 12
respective amounts of interest otherwise payable on
those classes for the corresponding interest
accrual period.
On each payment date, subject to available funds
and the payment priorities described under
"--Payments--General" above, you will be entitled
to receive your proportionate share of all unpaid
distributable interest accrued with respect to your
class of offered certificates through the end of
the related interest accrual period.
See "Description of the Offered
Certificates--Payments--Payments of Interest" and
"--Payments--Priority of Payments" in this
prospectus supplement.
C. PAYMENTS OF PRINCIPAL... The class X certificates do not have principal
balances and do not entitle their holders to
payments of principal. Subject to available funds
and the payment priorities described under
"--Payments--General" above, however, the holders
of each other class of offered certificates will be
entitled to receive a total amount of principal
over time equal to the total principal balance of
their particular class. The trustee will remit
payments of principal in a specified sequential
order to ensure that--
- no payments of principal will be made to the
holders of any non-offered class of series
2000-C1 certificates until the total principal
balance of the offered certificates is reduced to
zero,
- no payments of principal will be made to the
holders of the class B, C, D, E, F and G
certificates until, in the case of each of those
classes, the total principal balance of all of
the more senior classes of offered certificates
is reduced to zero, and
- except as described in the following paragraph,
no payments of principal will be made to the
holders of the class A-2 certificates until the
total principal balance of the class A-1
certificates is reduced to zero.
Because of losses on the underlying mortgage loans
and/or default-related or other unanticipated
expenses of the trust, the total principal balance
of the class B, C, D, E, F, G, H, J, K, L, M, N and
P certificates could be reduced to zero at a time
when the class A-1 and A-2 certificates remain
outstanding. Under those conditions, the trustee
will remit payments of principal to the holders of
the class A-1 and A-2 certificates on a pro rata
basis in accordance with their respective principal
balances.
The total payments of principal to be made on the
series 2000-C1 certificates on any payment date
will be a function of--
- the amount of scheduled payments of principal due
or, in some cases, deemed due on the underlying
mortgage loans during the related collection
period, which payments are either received as of
the end of that collection period or advanced by
the master servicer, and
- the amount of any prepayments and other
unscheduled collections of previously unadvanced
principal with respect to the underlying mortgage
loans that are received during the related
collection period.
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<PAGE> 13
See "Description of the Offered
Certificates--Payments--Payments of Principal" and
"--Payments--Priority of Payments" in this
prospectus supplement.
D. PAYMENTS OF PREPAYMENT
PREMIUMS................ If any prepayment premium, fee or charge is
collected on any of the pooled mortgage loans, then
the trustee will remit that amount in the
proportions described under "Description of the
Offered Certificates--Payments--Payments of
Prepayment Premiums and Yield Maintenance Charges"
in this prospectus supplement, to--
- the holders of the class X certificates, and/or
- the holders of the class or classes of offered
certificates, if any, then entitled to receive
payments of principal.
REDUCTIONS OF CERTIFICATE
BALANCES IN CONNECTION
WITH LOSSES ON THE
UNDERLYING MORTGAGE LOANS
AND DEFAULT- RELATED AND
OTHER UNANTICIPATED
EXPENSES................. Because of losses on the underlying mortgage loans
and/or default-related and other unanticipated
expenses of the trust, the total principal balance
of the mortgage pool, net of advances of principal,
may fall below the total principal balance of the
series 2000-C1 certificates. If and to the extent
that those losses and expenses cause a deficit to
exist following the payments made on the series
2000-C1 certificates on any payment date, the total
principal balances of the following classes of
series 2000-C1 certificates, will be sequentially
reduced in the following order, until that deficit
is eliminated:
<TABLE>
<CAPTION>
REDUCTION ORDER CLASS
--------------- -----------
<S> <C> <C>
1 P
2 N
3 M
4 L
5 K
6 J
7 H
8 G
9 F
10 E
11 D
12 C
13 B
14 A-1 and A-2
</TABLE>
Any reduction to the total principal balances of
the class A-1 and class A-2 certificates will be
made on a pro rata basis in accordance with the
relative sizes of the principal balances of those
certificates.
ADVANCES OF DELINQUENT
MONTHLY DEBT SERVICE
PAYMENTS................. Except as described in the next two paragraphs, the
master servicer will be required to make advances
with respect to any delinquent monthly payments,
other than balloon payments, of principal and/or
interest due on the pooled mortgage loans. In
addition, the trustee
S-13
<PAGE> 14
must make any of those advances that the master
servicer fails to make. As described under
"Description of the Offered Certificates-- Advances
of Delinquent Monthly Debt Service Payments" in
this prospectus supplement, any party that makes an
advance will be entitled to be reimbursed for the
advance, together with interest at the prime rate
described in that section of this prospectus
supplement.
Notwithstanding the foregoing, neither of the
master servicer nor the trustee, however, will be
required to make any advance that it determines, in
its good faith and reasonable judgment, will not be
recoverable from proceeds of the related mortgage
loan.
In addition, if any of the adverse events or
circumstances that we describe under "Servicing of
the Underlying Mortgage Loans--Required
Appraisals", and in the glossary to, this
prospectus supplement, occur or exist with respect
to any pooled mortgage loan or the mortgaged real
property for that loan, the special servicer will
be obligated to obtain a new appraisal or, in cases
involving relatively small principal balances,
conduct a valuation of that property. If, based on
that appraisal or other valuation, it is determined
that--
- the principal balance of, and other delinquent
amounts due under, the mortgage loan, exceed
- 90% of the new estimated value of that real
property,
then the amount otherwise required to be advanced
with respect to interest on that mortgage loan will
be reduced. The reduction will be in the same
proportion that the excess bears to the principal
balance of the mortgage loan, net of related
advances of principal. Due to the payment
priorities, any reduction in advances will reduce
the funds available to pay interest on the most
subordinate interest-bearing classes of series
2000-C1 certificates then outstanding.
See "Description of the Offered
Certificates--Advances of Delinquent Monthly Debt
Service Payments" and "Servicing of the Underlying
Mortgage Loans--Required Appraisals" in this
prospectus supplement. See also "Description of the
Certificates--Advances in Respect of Delinquencies"
in the accompanying prospectus.
REPORTS TO
CERTIFICATEHOLDERS......... On each payment date, the following reports, among
others, will be available to you and will contain
the information described under "Description of the
Offered Certificates--Reports to
Certificateholders; Available Information" in this
prospectus supplement:
- Delinquent Loan Status Report,
- Historical Loan Modification Report,
- Historical Estimate Report,
- REO Status Report,
- Servicer Watch List Report,
- Comparative Financial Status Report, and
- Operating Statement Analysis Report.
S-14
<PAGE> 15
Upon reasonable prior notice, you may also review
at the trustee's or a custodian's offices during
normal business hours a variety of information and
documents that pertain to the pooled mortgage loans
and the mortgaged real properties for those loans.
We expect that the available information and
documents will include, loan documents, borrower
operating statements, rent rolls and property
inspection reports, to the extent received by the
trustee.
See "Description of the Offered
Certificates--Reports to Certificateholders;
Available Information" in this prospectus
supplement.
OPTIONAL TERMINATION....... Specified parties to the transaction may terminate
the trust when the total principal balance of the
related mortgage pool, net of advances of
principal, is less than approximately 1.0% of the
initial mortgage pool balance. See "Description of
the Offered Certificates--Termination" in this
prospectus supplement.
THE UNDERLYING MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES
GENERAL.................... In this section, "--The Underlying Mortgaged Loans
and the Mortgaged Real Properties", we provide
summary information with respect to the mortgage
loans that we intend to include in the trust. For
more detailed information on those mortgage loans
than is provided in this "Summary of Prospectus
Supplement" section, see the following sections in
this prospectus supplement:
- "Description of the Mortgage Pool",
- "Risk Factors--Risks Related to the Underlying
Mortgage Loans", and
- Annex A--Characteristics of the Underlying
Mortgage Loans and the Mortgaged Real Properties.
When reviewing the information that we have
included in this prospectus supplement with respect
to the mortgage loans that are to back the offered
certificates, please note that--
- All numerical information provided with respect
to the mortgage loans is provided on an
approximate basis.
- All weighted average information provided with
respect to the mortgage loans reflects a
weighting based on their respective cut-off date
principal balances. We will transfer the cut-off
date principal balance for each of the mortgage
loans to the trust. We show the cut-off date
principal balance for each of the mortgage loans
on Annex A to this prospectus supplement.
- When information on the mortgaged real properties
is expressed as a percentage of the initial
mortgage pool balance, the percentages are based
upon the cut-off date principal balances of the
related mortgage loans.
- If any of the mortgage loans is secured by
multiple mortgaged real properties, a portion of
that mortgage loan has been allocated to each of
those properties.
S-15
<PAGE> 16
- Whenever mortgage loan level information, such as
loan-to-value ratios or debt service coverage
ratios, is presented in the context of the
mortgaged real properties, the loan level
statistic attributed to a mortgaged real property
is the same as the statistic for the related
mortgage loan.
- Whenever we refer to a particular mortgaged real
property by name, we mean the property identified
by that name on Annex A to this prospectus
supplement.
- Statistical information regarding the mortgage
loans may change prior to the date of initial
issuance of the offered certificates due to
changes in the composition of the mortgage pool
prior to that date.
SOURCE OF THE UNDERLYING
MORTGAGE LOANS........... We are not the originator of the mortgage loans
that we intend to include in the trust. We will
acquire those mortgage loans from two separate
parties. Each of those mortgage loans was
originated by--
- the related mortgage loan seller from whom we
acquired the mortgage loan,
- an affiliate of the related mortgage loan seller,
- a correspondent in the related mortgage loan
seller's conduit lending program,
- the initial master servicer, in the case of 76
mortgage loans acquired from Salomon Brothers
Realty Corp., or
- an unaffiliated lender, in the case of 16
mortgage loans acquired from Salomon Brothers
Realty Corp.
PAYMENT AND OTHER TERMS.... Each of the mortgage loans that we intend to
include in the trust is the obligation of a
borrower to repay a specified sum with interest.
Repayment of each of the mortgage loans is secured
by a mortgage lien on the ownership and/or
leasehold interest of the related borrower or
another party in one or more commercial or
multifamily real properties. Except for limited
permitted encumbrances, which we describe in the
glossary to this prospectus supplement, that
mortgage lien will be a first priority lien.
All of the mortgage loans are or should be
considered nonrecourse. None of the mortgage loans
are insured or guaranteed by any governmental
agency or instrumentality or by any private
mortgage insurer.
Each mortgage loan currently accrues interest at
the annual rate specified with respect to that loan
on Annex A to this prospectus supplement. Except as
otherwise described below with respect to mortgage
loans that have anticipated repayment dates, the
mortgage interest rate for each mortgage loan is,
in the absence of default, fixed for the entire
term of the loan.
Each of the mortgage loans provides for scheduled
payments of principal and/or interest to be due on
the first day of each month.
S-16
<PAGE> 17
Two hundred forty-eight of the mortgage loans,
representing 92.35% of the initial mortgage pool
balance, provide for:
- an amortization schedule that is significantly
longer than its remaining term to stated
maturity; and
- a substantial payment of principal on its
maturity date.
Seventeen of the mortgage loans, representing 6.67%
of the initial mortgage pool balance, have payment
schedules that provide for the payment of these
mortgage loans in full or substantially in full by
their respective maturity dates.
The remaining three mortgage loans, representing
0.98% of the initial mortgage pool balance, provide
material incentives to the related borrower to pay
the mortgage loan in full by a specified date. We
consider that date to be the anticipated repayment
date for the mortgage loan. There can be no
assurance, however, that these incentives will
result in any of these mortgage loans being paid in
full on or before its anticipated repayment date.
The incentives, which in each case will become
effective as of the related anticipated repayment
date, include:
- The calculation of interest in excess of the
initial mortgage interest rate. The additional
interest will be deferred, may be compounded and
will be payable only after the outstanding
principal balance of the mortgage loan is paid in
full.
- The application of excess cash flow from the
mortgaged real property to pay the principal
amount of the mortgage loan. The payment of
principal will be in addition to the principal
portion of the normal monthly debt service
payment.
DELINQUENCY STATUS......... None of the mortgage loans that we intend to
include in the trust was 30 days or more delinquent
with respect to any monthly debt service payment as
of the cut-off date.
PREPAYMENT RESTRICTIONS.... As described more fully in Annex A to this
prospectus supplement, as of the cut-off date, each
of the mortgage loans that we intend to include in
the trust has one of the following types of
restrictions on voluntary prepayments:
- a prepayment lockout period when voluntary
prepayments are prohibited, followed by a
prepayment consideration period when a voluntary
prepayment must be accompanied by prepayment
consideration, followed by an open prepayment
period when voluntary prepayments are permitted
without payment of any prepayment consideration;
or
- a prepayment consideration period, followed by an
open prepayment period.
S-17
<PAGE> 18
The table below shows the number of underlying
mortgage loans and percentage of the initial
mortgage pool balance that reflect each type of
prepayment restriction characteristic as of the
cut-off date:
<TABLE>
<CAPTION>
% OF
NUMBER OF INITIAL MORTGAGE
PREPAYMENT RESTRICTION MORTGAGE LOANS POOL BALANCE
---------------------- -------------- ----------------
<S> <C> <C>
Prepayment lockout period;
prepayment consideration
period; open prepayment
period......................... 232 95.70%
Prepayment consideration period;
open period.................... 36 4.30%
</TABLE>
DEFEASANCE................. One hundred-eighty of the mortgage loans to be
included in the trust, representing 83.38% of the
initial mortgage pool balance, permit the related
borrower to defease the mortgage loan and obtain a
full or partial release of the mortgaged real
property from the related mortgage lien by
delivering U.S. Treasury obligations as substitute
collateral. Except with respect to 16 mortgage
loans, representing 2.83% of the initial mortgage
pool balance, the defeasance may not occur prior to
the second anniversary of the date of initial
issuance of the certificates.
ADDITIONAL STATISTICAL INFORMATION
A. GENERAL
CHARACTERISTICS............ The mortgage pool will have the following general
characteristics as of the cut-off date:
<TABLE>
<S> <C>
Initial mortgage pool balance.................. $729,440,160
Number of mortgage loans....................... 268
Number of mortgaged real properties............ 278
Maximum cut-off date principal balance......... $ 28,618,255
Minimum cut-off date principal balance......... $ 223,877
Average cut-off date principal balance......... $ 2,721,792
Maximum mortgage interest rate................. 9.875%
Minimum mortgage interest rate................. 6.870%
Weighted average mortgage interest rate........ 8.169%
Maximum original loan term to maturity or
anticipated repayment date................... 360 months
Minimum original loan term to maturity or
anticipated repayment date................... 84 months
Weighted average original loan term to maturity
or anticipated repayment date................ 131 months
Maximum remaining loan term to maturity or
anticipated repayment date................... 287 months
Minimum remaining loan term to maturity or
anticipated repayment date................... 71 months
Weighted average remaining loan term to
maturity or anticipated repayment date....... 120 months
</TABLE>
S-18
<PAGE> 19
<TABLE>
<S> <C>
Maximum underwritten net cash flow debt service
coverage ratio............................... 3.00x
Minimum underwritten net cash flow debt service
coverage ratio............................... 1.04x
Weighted average underwritten net cash flow
debt service coverage ratio.................. 1.33x
Maximum cut-off date loan-to-appraised value
ratio........................................ 84.75%
Minimum cut-off date loan-to-appraised value
ratio........................................ 27.59%
Weighted average cut-off date loan-to-appraised
value ratio.................................. 69.54%
</TABLE>
B. STATE CONCENTRATION..... The table below shows the number of, and percentage
of the initial mortgage pool balance secured by,
mortgaged real properties located in the indicated
states:
<TABLE>
<CAPTION>
% OF
NUMBER OF INITIAL MORTGAGE
STATE PROPERTIES POOL BALANCE
----- ---------- ----------------
<S> <C> <C>
California.......................... 54 21.79%
New York............................ 27 13.94%
Massachusetts....................... 9 9.89%
Nevada.............................. 11 6.35%
Florida............................. 25 5.68%
Texas............................... 30 4.76%
Pennsylvania........................ 4 4.44%
</TABLE>
The remaining mortgaged real properties are located
throughout 31 other states. No more than 3.56% of
the initial mortgage pool balance is secured by
mortgaged real properties located in any of these
other jurisdictions.
C. PROPERTY TYPES.......... The table below shows the number of, and percentage
of the initial mortgage pool balance secured by,
mortgaged real properties operated for each
indicated purpose:
<TABLE>
<CAPTION>
% OF
NUMBER OF INITIAL MORTGAGE
PROPERTY TYPE PROPERTIES POOL BALANCE
------------- ---------- ----------------
<S> <C> <C>
Office.............................. 45 25.90%
Multifamily......................... 105 23.76%
Unanchored Retail................... 55 15.07%
Industrial.......................... 28 11.45%
Anchored Retail..................... 7 6.77%
Office/Retail....................... 11 5.83%
Full Service Hotel.................. 6 5.07%
Limited Service Hotel............... 9 2.73%
Mixed Use........................... 3 1.73%
Mobile Home Park.................... 8 1.21%
Self-Storage........................ 1 0.49%
</TABLE>
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<PAGE> 20
D. ENCUMBERED INTERESTS.... The table below shows the number of, and percentage
of the initial mortgage pool balance secured by,
mortgaged real properties for which the encumbered
interest is as indicated:
<TABLE>
<CAPTION>
% OF
ENCUMBERED INTEREST IN THE NUMBER OF INITIAL MORTGAGE
MORTGAGED REAL PROPERTY PROPERTIES POOL BALANCE
-------------------------- ---------- ----------------
<S> <C> <C>
Ownership........................... 269 91.90%
Leasehold........................... 6 6.48%
Ownership in part, Leasehold in
part.............................. 3 1.62%
</TABLE>
LEGAL AND INVESTMENT CONSIDERATIONS
FEDERAL INCOME
TAX CONSEQUENCES......... The trustee or its agent will make elections to
treat designated portions of the assets of the
trust as three separate real estate mortgage
investment conduits under Sections 860A through
860G of the Internal Revenue Code of 1986. Those
REMICs are as follows:
- REMIC I, the lowest tier REMIC, will hold, among
other things, the pooled mortgage loans or, in
each of 18 cases, regular interests in a single
loan REMIC that holds one of the pooled mortgage
loans. REMIC I will also hold various other
related assets. It will not hold, however, the
collections of additional interest accrued, and
deferred as to payment, with respect to the three
pooled mortgage loans with anticipated repayment
dates.
- REMIC II will hold the regular interests in REMIC
I.
- REMIC III will hold the regular interests in
REMIC II.
The offered certificates will be treated as regular
interests in REMIC III. This means that they will
be treated as newly issued debt instruments for
federal income tax purposes. You will have to
report income on your offered certificates in
accordance with the accrual method of accounting
even if you are otherwise a cash method taxpayer.
The class X and certificates will be
issued with more than a de minimis amount of
original issue discount. The other offered
certificates will not be issued with any original
issue discount. When determining the rate of
accrual of market discount and premium, if any, for
federal income tax purposes, the prepayment
assumption used will be that, subsequent to the
date of any determination:
- the three mortgage loans with anticipated
repayment dates will be paid in full on their
respective anticipated repayment dates;
- no mortgage loan in the trust will otherwise be
prepaid prior to maturity; and
- there will be no extension of maturity for any
mortgage loan in the trust.
If you own an offered certificate issued with
original issue discount, you may have to report
original issue discount income and be subject to a
tax on this income before you receive a
corresponding cash payment.
S-20
<PAGE> 21
For a more detailed discussion of the federal
income tax aspects of investing in the offered
certificates, see "Federal Income Tax Consequences"
in each of this prospectus supplement and the
accompanying prospectus.
ERISA...................... We anticipate that, subject to satisfaction of the
conditions referred to under "ERISA Considerations"
in this prospectus supplement, retirement plans and
other employee benefit plans and arrangements
subject to--
- Title I of the Employee Retirement Income
Security Act of 1974, as amended, or
- Section 4975 of the Internal Revenue Code of
1986,
will be able to invest in the class X, A-1 and A-2
certificates, without giving rise to a prohibited
transaction. This is based upon an individual
prohibited transaction exemption granted to Salomon
Smith Barney Inc. by the U.S. Department of Labor.
However, investments in the other offered
certificates by, on behalf of or with assets of
these entities, will be restricted as described
under "ERISA Considerations" in this prospectus
supplement.
If you are a fiduciary of any retirement plan or
other employee benefit plan or arrangement subject
to Title I of ERISA or Section 4975 of the Internal
Revenue Code of 1986, you should review carefully
with your legal advisors whether the purchase or
holding of the offered certificates could give rise
to a transaction that is prohibited under ERISA or
Section 4975 of the Internal Revenue Code of 1986.
See "ERISA Considerations" in this prospectus
supplement and in the accompanying prospectus.
LEGAL INVESTMENT........... The offered certificates will not be mortgage
related securities within the meaning of the
Secondary Mortgage Market Enhancement Act of 1984.
You should consult your own legal advisors to
determine whether and to what extent the offered
certificates will be legal investments for you. See
"Legal Investment" in this prospectus supplement
and in the accompanying prospectus.
INVESTMENT
CONSIDERATIONS............. The after-tax yield to maturity of any offered
certificate will depend upon, among other things--
- the price paid for the offered certificate,
- the rate, timing and amount of payments on the
offered certificate, and
- the tax consequences of holding the offered
certificate, including any recognition of income
attributable to that certificate without a
corresponding payment.
The rate and timing of payments and other
collections of principal on or with respect to the
underlying mortgage loans will affect the yield to
maturity on each offered certificate. In the case
of offered certificates purchased at a discount, a
slower than anticipated rate of payments and other
collections of principal on the underlying mortgage
loans could result in a lower than anticipated
yield. In the
S-21
<PAGE> 22
case of class X certificates or any other offered
certificates purchased at a premium, a faster than
anticipated rate of payments and other collections
of principal on the underlying mortgage loans could
result in a lower than anticipated yield.
If you are contemplating the purchase of class X
certificates, you should be aware that--
- the yield to maturity on those certificates will
be highly sensitive to the rate and timing of
principal prepayments and other liquidations on
or with respect to the underlying mortgage loans,
and
- that an extremely rapid rate of prepayments
and/or other liquidations on or with respect to
the underlying mortgage loans could result in a
substantial loss of your initial investment.
See "Yield and Maturity Considerations" in this
prospectus supplement and "Yield Considerations" in
the accompanying prospectus.
S-22
<PAGE> 23
RISK FACTORS
The offered certificates are not suitable investments for all investors. In
particular, you should not purchase any class of offered certificates unless you
understand and are able to bear the risks associated with that class.
The offered certificates are complex securities and it is important that
you possess, either alone or together with an investment advisor, the expertise
necessary to evaluate the information contained in this prospectus supplement
and the accompanying prospectus in the context of your financial situation.
You should consider the following factors, as well as those set forth under
"Risk Factors" in the accompanying prospectus, in deciding whether to purchase
any offered certificates. The "Risk Factors" section in the accompanying
prospectus includes a number of general risks associated with making an
investment in the offered certificates.
RISKS RELATED TO THE OFFERED CERTIFICATES
The Class B, C, D, E, F and G Certificates are Subordinate to, and are
Therefore Riskier Than, the Class A-1, A-2 and X Certificates. If you purchase
class B, C, D, E, F or G certificates, then your offered certificates will
provide credit support to other classes of offered certificates. As a result,
you will receive payments after, and must bear the effects of losses on the
underlying mortgage loans before, the holders of those other classes of offered
certificates.
When making an investment decision, you should consider, among other
things--
- the payment priorities of the respective classes of the series 2000-C1
certificates,
- the order in which the principal balances of the respective classes of
the certificates with balances will be reduced in connection with losses
and default-related shortfalls, and
- the characteristics and quality of the mortgage loans in the trust.
See "Description of the Mortgage Pool" and "Description of the Offered
Certificates--Payments" in this prospectus supplement. See also "Risk
Factors--The Certificates Will Be Limited Obligations of the Related Trust Fund
Only and Not of Any Other Party", "--The Payment Performance of the Certificates
Will Be Directly Related to the Payment Performance of the Mortgage Assets in
the Related Trust Funds" and "--Credit Support Will Be Limited and the Failure
of Credit Support to Cover Losses on the Mortgage Assets May Result in Losses
Allocated to the Certificates" in the accompanying prospectus.
The Offered Certificates Have Uncertain Yields to Maturity. The after-tax
yield on your offered certificates will depend on--
- the price you paid for your offered certificates,
- the rate, timing and amount of payments, if any, on your offered
certificates, and
- the tax consequences of your offered certificates, including any
recognition of income attributable to your offered certificates without a
corresponding payment.
The rate, timing and amount of payments on your offered certificates will, in
turn, depend on:
- the pass-through rate for your offered certificates;
- the rate and timing of payments, including principal prepayments, and
other collections of principal on the underlying mortgage loans;
- the rate and timing of defaults, and the severity of losses, if any, on
the underlying mortgage loans;
- the rate, timing and severity of any unanticipated or default-related
trust expenses that reduce amounts available for payment on your offered
certificates;
S-23
<PAGE> 24
- the rate, timing, severity and allocation of any other shortfalls that
reduce amounts available for payment on your offered certificates;
- the collection of prepayment premiums, fees and charges on the underlying
mortgage loans and the extent to which those amounts are paid to you; and
- servicing decisions with respect to the underlying mortgage loans.
These factors cannot be predicted with any certainty. Accordingly, you may
find it difficult to analyze the effect that these factors might have on the
yield to maturity of your offered certificates.
See "Description of the Mortgage Pool", "Servicing of the Underlying
Mortgage Loans," "Description of the Offered Certificates--Payments" and "Yield
and Maturity Considerations" in this prospectus supplement. See also "Risk
Factors--The Yield to Maturity and Average Life of the Certificates Will Depend
on a Variety of Factors Including Prepayments", and "--The Payment Performance
of the Certificates Will be Directly Related to the Payment Performance of the
Mortgage Assets in the Related Trust Funds" and "Yield Considerations" in the
accompanying prospectus.
The Investment Performance of Your Offered Certificates May Vary Materially
and Adversely From Your Expectations Because the Rate of Prepayments and Other
Unscheduled Collections of Principal on the Underlying Mortgage Loans is Faster
or Slower Than You Anticipated. If you purchase your offered certificates at a
premium, and if payments and other collections of principal on the mortgage
loans in the trust occur at a rate faster than you anticipated at the time of
your purchase, then your actual yield to maturity may be lower than you had
assumed at the time of your purchase. Conversely, if you purchase your offered
certificates at a discount, and if payments and other collections of principal
on the mortgage loans in the trust occur at a rate slower than you anticipated
at the time of your purchase, then your actual yield to maturity may be lower
than you had assumed at the time of your purchase. You should consider that
prepayment premiums and yield maintenance charges may not be collected in all
circumstances. Furthermore, even if a prepayment premium or yield maintenance
charge is collected and payable on your offered certificates, it may not be
sufficient to offset fully any loss in yield on your offered certificates.
If you purchase class X certificates, your yield to maturity will be
particularly sensitive to the rate and timing of principal payments and losses
on the mortgage loans. Prior to investing in those certificates, you should
fully consider the associated risks, including the risk that an extremely rapid
rate of amortization, prepayment or other liquidation of the mortgage loans
could result in your failure to recover fully your initial investment. The
ratings on the class X certificates do not address whether a purchaser of those
certificates would be able to recover its initial investment in them.
The yield on the offered certificates with variable pass-through rates
could also be adversely affected if the mortgage loans with higher mortgage
interest rates pay principal faster than the mortgage loans with lower mortgage
interest rates. This is because those classes bear interest at pass-through
rates equal to, based upon or limited by, as applicable, a weighted average of
net interest rates derived from the mortgage loans.
Potential Conflicts of Interest. The master servicer, the special servicer
or any of their respective affiliates may--
- acquire series 2000-C1 certificates, and
- engage in other financial transactions, including as a lender, with the
underlying borrowers and their respective affiliates.
In addition, the holders of certificates representing a majority interest in the
controlling class of the series 2000-C1 certificates may replace the special
servicer. See "Servicing of the Underlying Mortgage Loans--Replacement of the
Special Servicer" in this prospectus supplement.
The master servicer and the special servicer each will be obligated to
observe the terms of the pooling and servicing agreement and will be governed by
the servicing standard described in the glossary to this
S-24
<PAGE> 25
prospectus supplement. However, either of those parties may, especially if it or
an affiliate holds series 2000-C1 non-offered certificates, or has financial
interests in or other financial dealings with a borrower under any of the
underlying mortgage loans, have interests when dealing with the pooled mortgage
loans that are in conflict with those of holders of the offered certificates.
For instance, a special servicer that holds non-offered series 2000-C1
certificates could seek to mitigate the potential for loss to its class from a
troubled mortgage loan by deferring enforcement in the hope of maximizing future
proceeds. However, that action could result in less proceeds to the trust than
would have been realized if earlier action had been taken. In general, neither
the master servicer nor the special servicer is required to act in a manner more
favorable to the holders of the offered certificates or any particular class of
offered certificates than to the holders of the non-offered series 2000-C1
certificates.
In addition, the master servicer and the special servicer each services and
will, in the future, service, in the ordinary course of its business, existing
and new loans for third parties, including portfolios of loans similar to the
mortgage loans that will be included in the trust. The real properties securing
these other loans may be in the same markets as, and compete with, some of the
mortgaged real properties securing the mortgage loans that will be included in
the trust. Consequently, personnel of the master servicer and special servicer
may perform services, on behalf of the trust, with respect to the underlying
mortgage loans at the same time as they are performing services, on behalf of
other persons, with respect to other loans secured by competing real properties.
This may pose inherent conflicts for the master servicer or special servicer.
Some of the mortgage loans included in the trust may be refinancings of
debt previously held by an affiliate of one of the mortgage loan sellers or
their respective originators.
Salomon Smith Barney Inc., one of the underwriters, is affiliated with us
and with Salomon Brothers Realty Corp., one of the mortgage loan sellers.
Greenwich Capital Markets, Inc., one of the underwriters, is affiliated with
Greenwich Capital Financial Products, Inc., the other mortgage loan seller.
The related property managers and borrowers may experience conflicts of
interest in the management and/or ownership of the mortgaged real properties
securing the pooled mortgage loans because:
- a substantial number of the mortgaged real properties are managed by
property managers affiliated with the respective borrowers;
- these property managers also may manage and/or franchise additional
properties, including properties that may compete with the mortgaged real
properties; and
- affiliates of the property managers and/or the borrowers, or the property
managers and/or the borrowers themselves, also may own other properties,
including competing properties.
There Exist Rights to Payment That are Senior to Payments on Your Offered
Certificates. The master servicer, the special servicer and the trustee are
each entitled to receive, out of payments on or proceeds of specific mortgage
loans or, in some cases, out of general collections on the mortgage pool,
various payments or reimbursements for or in respect of compensation, advances,
interest on advances and indemnities, prior to payments on the offered
certificates. In particular, advances are intended to provide liquidity, not
credit support, and the advancing party is entitled to receive interest on its
advances to offset its cost of funds. A large amount of reimbursements of any
advances in a particular month could result in insufficient cash to pay all
amounts payable on the offered certificates on the next payment date.
ERISA Considerations. The regulations that govern pension and other
employee benefit plans subject to ERISA and plans and other retirement
arrangements subject to Section 4975(c) of the Internal Revenue Code of 1986 are
complex. Accordingly, if you are using the assets of such a plan or arrangement
to acquire offered certificates, you are urged to consult legal counsel
regarding consequences under ERISA and the Internal Revenue Code of 1986 of the
acquisition, ownership and disposition of offered certificates. In particular,
the purchase or holding of class B, C, D, E, F and G certificates by any such
plan or arrangement may result in a prohibited transaction or the imposition of
excise taxes or civil penalties. As a result, these offered certificates should
not be acquired by, on behalf of, or with assets of any such plan or
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arrangement, unless the purchase and continued holding of the certificates or an
interest in the certificates is exempt from the prohibited transaction
provisions of Section 406 of ERISA and Section 4975 of the Internal Revenue Code
of 1986 under Sections I and III of Prohibited Transaction Class Exemption
95-60. Sections I and III of Prohibited Transaction Class Exemption 95-60
provide an exemption from the prohibited transaction rules for transactions
involving an insurance company general account.
See "ERISA Considerations" in this prospectus supplement and in the
accompanying prospectus.
Collections on the Mortgage Loans and Payments on the Offered Certificates
Depend on Information Technology. The collection of payments on the pooled
mortgage loans, the servicing of those mortgage loans and the payments on your
offered certificates are dependent upon computer systems of the master servicer,
the special servicer, the trustee, the underlying borrowers, DTC and other third
parties. If the computer systems of one or more of these persons experience
malfunctions, especially chronic or catastrophic failures, in their software or
hardware, one or more of the following may result--
- the master servicer's or special servicer's performance of its servicing
functions may be interrupted, or
- borrower payments, or the receipt of those payments by the master
servicer or special servicer, may be delayed, or
- the master servicer or special servicer may be unable to provide complete
servicing reports on a timely basis, or
- payments by the trustee on the offered certificates may be delayed, or
- the trustee's monthly reports may be incomplete or delivery of the report
may be delayed.
RISKS RELATED TO THE UNDERLYING MORTGAGE LOANS
Repayment of the Underlying Mortgage Loans Depends on the Operation of the
Mortgaged Real Properties. The underlying mortgage loans are secured by
mortgage liens on ownership and/or leasehold interests in the following types of
real property--
- Office,
- Multifamily,
- Unanchored Retail,
- Industrial,
- Anchored Retail,
- Office/Retail,
- Full Service Hotel,
- Limited Service Hotel,
- Mixed Use,
- Mobile Home Park, and
- Self-Storage.
The risks associated with lending on these types of real properties are
inherently different from those associated with lending on the security of
single-family residential properties. This is because, among other reasons,
repayment of each of the underlying mortgage loans is dependent on--
- the successful operation and value of the mortgaged real property, and
- the related borrower's ability to refinance the mortgaged real property.
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Many Risk Factors are Common to Most or all Multifamily and Commercial
Properties. The following factors, among others, will affect the ability of a
multifamily or commercial property to generate net operating income and,
accordingly, its value:
- the age, design and construction quality of the property;
- perceptions regarding the safety, convenience and attractiveness of the
property;
- the characteristics of the neighborhood where the property is located;
- the proximity and attractiveness of competing properties;
- the existence and construction of competing properties;
- the adequacy of the property's management and maintenance;
- national, regional or local economic conditions, including plant
closings, industry slowdowns and unemployment rates;
- local real estate conditions, including an increase in or oversupply of
comparable commercial or residential space;
- demographic factors;
- consumer tastes and preferences;
- retroactive changes in building codes; and
- changes in governmental rules, regulations and fiscal policies, including
environmental legislation.
Particular factors that may adversely affect the ability of a multifamily
or commercial property to generate net operating income include:
- an increase in interest rates, real estate taxes and other operating
expenses;
- an increase in the capital expenditures needed to maintain the property
or make improvements;
- a decline in the financial condition of a major tenant and, in
particular, the sole tenant or an anchor tenant;
- an increase in vacancy rates;
- a decline in rental rates as leases are renewed or replaced; and
- natural disasters and civil disturbances such as earthquakes, hurricanes,
floods, eruptions or riots.
The volatility of net operating income generated by a multifamily or
commercial property over time will be influenced by many of the foregoing
factors, as well as by:
- the length of tenant leases;
- the creditworthiness of tenants;
- the rental rates at which leases are renewed or replaced;
- the percentage of total property expenses in relation to revenue;
- the ratio of fixed operating expenses to those that vary with revenues;
and
- the level of capital expenditures required to maintain the property and
to maintain or replace tenants.
Therefore, commercial and multifamily properties with short-term or less
creditworthy sources of revenue and/or relatively high operating costs, such as
those operated as hospitality and self-storage properties, can be expected to
have more volatile cash flows than commercial and multifamily properties with
medium-to long-term leases from creditworthy tenants and/or relatively low
operating costs. A
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decline in the real estate market will tend to have a more immediate effect on
the net operating income of commercial and multifamily properties with
short-term revenue sources and may lead to higher rates of delinquency or
defaults on the mortgage loans secured by those properties.
The Successful Operation of a Multifamily or Commercial Property Depends on
Tenants. Generally, multifamily and commercial properties are subject to
leases. The owner of a multifamily or commercial property typically uses lease
or rental payments for the following purposes:
- to pay for maintenance and other operating expenses associated with the
property;
- to fund repairs, replacements and capital improvements at the property;
and
- to service mortgage loans secured by, and any other debt obligations
associated with operating, the property.
Factors that may adversely affect the ability of a multifamily or
commercial property to generate net operating income from lease and rental
payments include:
- an increase in vacancy rates, which may result from tenants deciding not
to renew an existing lease or discontinuing operations;
- an increase in tenant payment defaults;
- a decline in rental rates as leases are entered into, renewed or extended
at lower rates;
- an increase in the capital expenditures needed to maintain the property
or to make improvements; and
- a decline in the financial condition of a major or sole tenant.
Various factors that will affect the operation and value of a commercial
property include:
- the business operated by the tenants;
- the creditworthiness of the tenants; and
- the number of tenants.
Tenant Bankruptcy Adversely Affects Property Performance. The bankruptcy
or insolvency of a major tenant, or a number of smaller tenants, at a commercial
property may adversely affect the income produced by the property. Under the
U.S. Bankruptcy Code, a tenant has the option of assuming or rejecting any
unexpired lease. If the tenant rejects the lease, the landlord's claim for
breach of the lease would be a general unsecured claim against the tenant unless
there is collateral securing the claim. The claim would be limited to--
1. the unpaid rent reserved under the lease for the periods prior to
the bankruptcy petition or any earlier surrender of the leased premises,
plus
2. an amount, not to exceed three years' rent, equal to the greater of
one year's rent and 15% of the remaining reserved rent.
The Success of an Income-Producing Property Depends on Reletting Vacant
Spaces. The operations at an income-producing property will be adversely
affected if the owner or property manager is unable to renew leases or relet
space on at least comparable terms when existing leases expire and/or become
defaulted. Even if vacated space is successfully relet, the costs associated
with reletting, including tenant improvements and leasing commissions in the
case of income-producing properties operated for retail, office or industrial
purposes, can be substantial and could reduce cash flow from the
income-producing properties. Moreover, if a tenant at a income-producing
property defaults in its lease obligations, the landlord may incur substantial
costs and experience significant delays associated with enforcing its rights and
protecting its investment, including costs incurred in renovating and reletting
the property.
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If an income-producing property has multiple tenants, re-leasing
expenditures may be more frequent than in the case of a property with fewer
tenants, thereby reducing the cash flow generated by the multi-tenanted
property. Multi-tenanted properties may also experience higher continuing
vacancy rates and greater volatility in rental income and expenses.
Property Value May be Adversely Affected Even When Current Operating Income
is Not. Various factors may affect the value of multifamily and commercial
properties without affecting their current net operating income, including:
- changes in interest rates;
- the availability of refinancing sources;
- changes in governmental regulations, licensing or fiscal policy;
- changes in zoning or tax laws; and
- potential environmental or other legal liabilities.
Property Management May Affect Property Operations and Value. The
operation of an income-producing property will depend upon the property
manager's performance and viability. The property manager generally is
responsible for:
- responding to changes in the local market;
- planning and implementing the rental structure, including staggering
durations of leases and establishing levels of rent payments;
- operating the property and providing building services;
- managing operating expenses; and
- ensuring that maintenance and capital improvements are carried out in a
timely fashion.
Income-producing properties that derive revenues primarily from short-term
rental commitments, such as hospitality or self-storage properties, generally
require more intensive management than properties leased to tenants under
long-term leases.
By controlling costs, providing appropriate and efficient services to
tenants and maintaining improvements in good condition, a property manager can
maintain or improve occupancy rates, business and cash flow, reduce operating
and repair costs and preserve building value. On the other hand, management
errors can, in some cases, impair the long term viability of an income-producing
property.
Maintaining a Property in Good Condition is Expensive. The owner may be
required to expend a substantial amount to maintain, renovate or refurbish a
commercial or multifamily property. Failure to do so may materially impair the
property's ability to generate cash flow. The effects of poor construction
quality will increase over time in the form of increased maintenance and capital
improvements. Even superior construction will deteriorate over time if
management does not schedule and perform adequate maintenance in a timely
fashion. There can be no assurance that an income-producing property will
generate sufficient cash flow to cover the increased costs of maintenance and
capital improvements in addition to paying debt service on the mortgage loan(s)
that may encumber that property.
Competition Will Adversely Affect the Profitability and Value of an
Income-Producing Property. Some income-producing properties are located in
highly competitive areas. Comparable income-producing properties located in the
same area compete on the basis of a number of factors including:
- rental rates;
- location;
- type of business or services and amenities offered; and
- nature and condition of the particular property.
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The profitability and value of an income-producing property may be
adversely affected by a comparable property that:
- offers lower rents;
- has lower operating costs;
- offers a more favorable location; or
- offers better facilities.
Costs of renovating, refurbishing or expanding an income-producing property
in order to remain competitive can be substantial.
The Mortgaged Real Property Will be the Sole Asset Available to Satisfy the
Amounts Owing Under an Underlying Mortgage Loan in the Event of Default. All of
the mortgage loans that we intend to include in the trust are or should be
considered nonrecourse loans. If the related borrower defaults on any of the
underlying mortgage loans, only the mortgaged real property, and none of the
other assets of the borrower, is available to satisfy the debt. Even if the
related loan documents permit recourse to the borrower or a guarantor, the trust
may not be able to ultimately collect the amount due under a defaulted mortgage
loan. None of the mortgage loans are insured or guaranteed by any governmental
agency or instrumentality or by any private mortgage insurer. See "Risk
Factors -- Investors Should Be Aware of Various Risks Associated with Certain
Mortgage Loans and Mortgaged Properties -- Nonrecourse Loans" in the
accompanying prospectus.
In Some Cases, a Mortgaged Real Property is Dependent on a Single Tenant or
a Few Major Tenants, Which May Expose Investors to Greater Risk of Default and
Loss. In the case of 31 mortgaged real properties, securing 16.58% of the
initial mortgage pool balance, the related borrower has leased the particular
property to a single tenant that occupies all or substantially all of the
particular mortgaged property. In the case of 97 mortgaged real properties,
securing 49.70% of the initial mortgage pool balance and including the 31
properties referred to in the prior sentence, the related borrower has leased
the property to at least one tenant that occupies 25% or more of the particular
mortgaged real property. Accordingly, the full and timely payment of each of the
related mortgage loans is highly dependent on the continued operation of the
major tenant or tenants, which, in some cases, is the sole tenant, at the
mortgaged real property. If any of these major tenants ceases operations at the
related mortgaged real property:
- the financial effect of the absence of rental income may be severe;
- more time may be required to market the space; and
- substantial capital costs may be incurred to make the space appropriate
for replacement tenants.
See "Risk Factors--Investors Should Be Aware of Various Risks Associated with
Certain Mortgage Loans and Mortgaged Properties--Multifamily and Commercial
Loans" in the accompanying prospectus.
More Than 10% of the Initial Mortgage Pool Balance Will be Secured by
Mortgage Liens on Particular Property Types, Which May Expose Investors to
Greater Risk of Default and Loss. More than 10% of the initial mortgage pool
balance will be secured by mortgage liens on each of the following property
types -- office, multifamily rental, retail and industrial. The inclusion in the
trust of a significant concentration of mortgage loans that are secured by
mortgage liens on a particular type of income-producing property makes the
overall performance of the mortgage pool materially more dependent on the
factors that affect the operations at and value of that property type.
- Office Properties. Forty-five of the underlying mortgage loans,
representing 25.90% of the initial mortgage pool balance, will be secured
by mortgage liens on mortgaged real properties used for office purposes.
Some of the office properties underlying these mortgage loans are heavily
dependent on a sole tenant that leases the entire property or on a few
major tenants. A number of factors will affect the value and successful
operation of an office property, including:
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1. the number and quality of the tenants;
2. the physical attributes of the property in relation to competing
properties;
3. access to transportation;
4. the strength and stability of the local economy;
5. the availability of tax benefits;
6. the desirability of the location of the property; and
7. the cost of refitting office space for a new tenant, which is often
significantly higher than the cost of refitting other types of properties
for new tenants.
In addition, 11 of the underlying mortgage loans, representing 5.83% of
the initial mortgage pool balance, will be secured by mortgage liens on
mortgaged real properties used for office/retail purposes.
- Multifamily Rental Properties. One-hundred five of the underlying
mortgage loans, representing 23.76% of the initial mortgage pool balance,
will be secured by mortgage liens on mortgaged real properties used for
multifamily rental purposes. Factors that will affect the value and
successful operation of a multifamily rental property include:
1. the physical attributes of the property, such as its age,
appearance, amenities and construction quality;
2. the location of the property;
3. the characteristics of the surrounding neighborhood, which may
change over time;
4. the ability of management to provide adequate maintenance and
insurance;
5. the property's reputation;
6. the prevailing level of mortgage interest rates, which may
encourage tenants to purchase rather than lease housing;
7. the presence of competing properties;
8. the tenant mix, such as the tenant population being predominately
students or being heavily dependent on workers from a particular business
or personnel from a local military base;
9. adverse local or national economic conditions, which may limit the
amount of rent that may be charged and may result in a reduction in timely
rent payments or a reduction in occupancy levels; and
10. state and local regulations, which may affect the building owner's
ability to increase rent to the market rent for an equivalent apartment.
Many states regulate the relationship between owner of a multifamily
rental property and the tenants at the property. For example, some states
require a written lease, good cause for eviction, disclosure of fees and
notification to the resident of changes in land use. Some states also
prohibit retaliatory evictions, limit the reasons for which a landlord may
terminate a tenancy, limit the reasons for which a landlord may increase
rent and prohibit a landlord from terminating a tenancy solely because the
building has been sold. In addition, numerous counties and municipalities
impose rent control regulations on apartment buildings. These regulations
may limit rent increases to fixed percentages, to percentages of increases
in the consumer price index, to increases set or approved by a
governmental agency, or to increases determined through mediation or
binding arbitration. In many cases, the rent control laws do not permit
rent increases when apartments are leased to new tenants.
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Some of the multifamily rental properties securing mortgage loans that we
intend to include in the trust are subject to land use restrictive
covenants or contractual covenants in favor of federal or state housing
agencies. These covenants normally require that a minimum number or
percentage of units be rented to tenants who have incomes that are
substantially lower than median incomes in the applicable area or region.
These covenants may limit the potential rental rates that may govern
rentals at any of those properties, the potential tenant base for any of
those properties or both.
Eight multifamily rental properties, securing 2.42% of the initial
mortgage pool balance, have material concentrations of student tenants.
Six of these properties, securing 1.80% of the initial mortgage pool
balance, secure the same loan and are located in the same submarket.
Students tend to be a less stable tenant population and projects with
material concentrations of student tenants tend to experience higher
property maintenance costs than those that do not.
- Retail Properties. Sixty-two of the underlying mortgage loans,
representing 21.84% of the initial mortgage pool balance, will be secured
by mortgage liens on mortgaged real properties used for retail purposes.
These retail properties consist of--
1. malls,
2. shopping centers,
3. power centers, and
4. individual stores and businesses.
The type of stores and businesses located at these retail properties
include--
1. department stores,
2. grocery stores,
3. convenience stores,
4. specialty shops and stores,
5. automotive sales and service centers,
6. gasoline stations,
7. movie theaters,
8. salons,
9. restaurants, and
10. food courts.
The value and successful operation of a retail property depends on the
qualities and success of its tenants. The success of tenants at a retail
property will be affected by:
1. competition from other retail properties;
2. perceptions regarding the safety, convenience and attractiveness of
the property;
3. demographics of the surrounding area;
4. traffic patterns and access to major thoroughfares;
5. availability of parking;
6. consumer tastes and preferences; and
7. the drawing power of other tenants.
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A retail property generally must compete with comparable properties for
tenants. This competition is generally based on:
1. rent;
2. tenant improvements; and
3. the age and location of the property.
For example, the owner of a retail property may be required to offer a
potential tenant a free-rent period or, at its own expense, significantly
renovate and/or adapt space at the property to meet a particular tenant's
needs.
Any particular retail property may be anchored or unanchored. Fifty-five
of the underlying mortgage loans, representing 15.07% of the initial
mortgage pool balance, are secured by unanchored retail properties.
The presence or absence of an anchor tenant in a mall or shopping center
can be important, because anchor tenants play a key role in generating
customer traffic and making the mall or center desirable for other
tenants. Some tenants may have clauses in their leases that permit them to
cease operations at the property if certain other stores, in particular
anchor tenants, cease operations at the property. An anchor tenant is a
retail tenant whose space is substantially larger in size than that of
other tenants at the same retail mall or shopping center and whose
operation is vital in attracting customers to the property.
The economic performance of an anchored retail property will be adversely
affected by various factors, including:
1. an anchor tenant's failure to renew its lease;
2. termination of an anchor tenant's lease;
3. the bankruptcy or economic decline of an anchor tenant or a
self-owned anchor;
4. the cessation of the business of an anchor tenant or of a self-owned
anchor, notwithstanding its continued payment of rent or ownership
of the space; or
5. a loss of an anchor tenant's ability to attract customers.
The retail properties may also face competition from sources outside a
given real estate market or with lower operating costs. For example, all
of the following compete with more traditional department stores and
specialty shops for consumer dollars:
1. factory outlet centers;
2. discount shopping centers and clubs;
3. catalogue retailers;
4. home shopping networks;
5. internet web sites; and
6. telemarketing.
In addition, three of the underlying mortgage loans, representing 1.73% of
the initial mortgage pool balance, will be secured by mortgage liens on
mortgaged real properties used for mixed use purposes, having a retail
component, and 11 of the underlying mortgage loans, representing 5.83% of
the initial mortgage pool balance, will be secured by mortgage liens on
mortgaged real properties used for office/retail purposes.
- Industrial Properties. Twenty-eight of the underlying mortgage loans,
representing 11.45% of the initial mortgage pool balance, will be secured
by mortgage liens on mortgaged real properties used
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for industrial purposes. In general, the same factors that affect office
properties also affect the value and operation of industrial properties,
although any particular factor may affect the two types of properties in
different ways.
For example, industrial properties may depend to a greater extent on the
following:
1. location, the desirability of which in a particular instance may depend
on--
- the availability of labor services, and
- accessibility to various modes of transportation and shipping,
including railways, roadways, airline terminals and ports;
2. building design, the desirability of which in a particular instance may
depend on--
- ceiling heights,
- column spacing,
- number and depth of loading bays, and
- adaptability of the property, because industrial tenants often
need space that is acceptable for highly specialized activities,
including technology-related uses; and
3. the quality and creditworthiness of individual tenants, because
industrial properties frequently have higher tenant concentrations.
5% or More of the Initial Mortgage Pool Balance Will be Secured by Mortgage
Liens on Real Property Located in Each of Five States--California, New York,
Massachusetts, Nevada and Florida--Which May Expose Investors to a Greater Risk
of Default and Loss. The mortgaged real properties located in each of the
following states secure mortgage loans or allocated portions of mortgage loans
that represent 5% or more of the initial mortgage pool balance:
<TABLE>
<CAPTION>
NUMBER % OF
OF INITIAL MORTGAGE
STATE PROPERTIES POOL BALANCE
- ----- ---------- ----------------
<S> <C> <C>
California......................................... 54 21.79%
New York........................................... 27 13.94%
Massachusetts...................................... 9 9.89%
Nevada............................................. 11 6.35%
Florida............................................ 25 5.68%
</TABLE>
The inclusion of a significant concentration of mortgage loans that are secured
by mortgage liens on real properties located in a particular state makes the
overall performance of the mortgage pool materially more depending on economic
and other conditions or events in that state.
The Mortgage Pool Will Include a Material Concentration of Balloon Loans,
Which May Expose Investors to Greater Risk of Default and Loss. Two hundred
forty-eight mortgage loans, representing 92.35% of the initial mortgage pool
balance, are balloon loans. A borrower's ability to repay a loan on its stated
maturity date typically will depend upon its ability either to refinance the
loan or to sell the mortgaged real property at a price sufficient to permit
repayment. A borrower's ability to achieve either of these goals will be
affected by a number of factors, including:
- the availability of, and competition for, credit for commercial real
estate projects;
- the prevailing interest rates;
- the fair market value of the related properties;
- the borrower's equity in the related properties;
- the borrower's financial condition;
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- the operating history and occupancy level of the property;
- the tax laws; and
- the prevailing general and regional economic conditions.
The availability of funds in the credit markets fluctuates over time.
We cannot assure you that each of the affected underlying borrowers will
have the ability to repay the remaining principal balances on the pertinent
date.
In addition, there exist concentrations of balloon maturities. For
example, 195 balloon loans, representing 78.75% of the initial mortgage pool
balance, are scheduled to mature during the period from March 2009 to February
2010, inclusive. See "Risk Factors--Investors Should Be Aware of Various Risks
Associated with Certain Mortgage Loans and Mortgaged Properties--Balloon Loans"
in the accompanying prospectus.
The Mortgage Pool Will Include Some Disproportionately Large Mortgage Loans
and Groups of Cross-Collateralized Mortgage Loans, Which May Expose Investors to
Greater Risk of Default and Loss. The inclusion in the mortgage pool of one or
more loans that have outstanding principal balances that are substantially
larger than the other mortgage loans can result in losses that are more severe,
relative to the size of the mortgage pool, than would be the case if the total
balance of the mortgage pool were distributed more evenly. Several of the
individual mortgage loans and groups of cross-collateralized mortgage loans to
be included in the trust have cut-off date principal balances that are
substantially higher than the average cut-off date principal balance, which is
$2,721,791 without regard to any cross-collateralization of mortgage loans and
$2,773,537 when each group of cross-collateralized mortgage loans is treated as
a single mortgage loan. The ten largest mortgage loans and groups of
cross-collateralized mortgage loans represent 21.16% of the initial mortgage
pool balance. See "--Limitations on Enforceability of Cross-Collateralization"
below and "Description of the Mortgage Pool--General", "--Cross-Collateralized
Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans With Affiliated
Borrowers" and "--Significant Mortgage Loans" in this prospectus supplement.
The Mortgage Pool Will Include Leasehold Mortgage Loans, Which May Expose
Investors to Greater Risk of Default and Loss. Nine of the mortgage loans,
representing 8.08% of the initial mortgage pool balance, are secured by mortgage
liens on the related borrower's leasehold interest in all or a portion of the
mortgaged real property, but not by the corresponding ownership interest in the
property that is subject to the ground lease. Because of possible termination of
the related ground lease, lending on a leasehold interest in a real property is
riskier than lending on an actual ownership interest in that property. See
"Description of the Mortgage Pool--Additional Loan and Property
Information--Ground Leases" in this prospectus supplement.
Some of the Mortgaged Real Properties are Legal Nonconforming Uses or Legal
Nonconforming Structures, Which May Expose Investors to Greater Risk of Default
and Loss. For a significant number of the underlying mortgage loans, the use of
the related mortgaged real property or the improvements on that property are
known to be or may be legally nonconforming. Further, even if the use or
improvements on the mortgaged real properties are currently conforming, changes
in zoning ordinances could result in their being rendered legally nonconforming.
In these circumstances, the ability of the borrower to restore the improvements
on a mortgaged real property to its current density or use following a major
casualty, may be impaired. See "Description of the Mortgage Pool--Underwriting
Matters--Zoning and Building Code Compliance" in this prospectus supplement.
Some of the Mortgaged Real Properties Do Not Comply With the Americans With
Disabilities Act of 1990, Which May Expose Investors to Greater Risk of Default
and Loss. Not all of the mortgaged real properties securing mortgage loans that
we intend to include in the trust, comply with the Americans with Disabilities
Act of 1990. Under that Act, all public accommodations are required to meet
specific federal requirements related to access and use by disabled persons. If
a property does not currently comply with that Act, the owner of the particular
property may be required to incur significant costs in order to comply
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with it. This will reduce the amount of cash flow available to cover other
required maintenance and capital improvements and to pay debt service on the
mortgage loan(s) that may encumber that property. There can be no assurance that
the owner will have sufficient funds to cover the costs necessary to comply with
that Act. In addition, noncompliance could result in the imposition of fines by
the federal government or an award or damages to private litigants.
Multiple Mortgaged Real Properties are Owned by the Same Borrower or
Affiliated Borrowers or are Occupied, in Whole or in Part, by the Same Tenant or
Affiliated Tenants, Which May Expose Investors to Greater Risk of Default and
Loss. Twenty-two separate groups of mortgage loans that we intend to include in
the trust, comprising 61 mortgage loans, and representing 26.44% of the initial
mortgage pool balance, each have the same borrower or borrowers under common
control. See "Description of the Mortgage Pool--Cross-Collateralized Mortgage
Loans, Multi-Property Mortgage Loans and Mortgage Loans With Affiliated
Borrowers" in this prospectus supplement.
In addition, there may be tenants that lease space at more than one
mortgaged real property securing mortgage loans that we intend to include in the
trust. Furthermore, there may be tenants that are related to or affiliated with
a borrower. See Annex A to this prospectus supplement for a list of the two
largest tenants at each of the mortgaged real properties used for retail
purposes, office purposes and industrial purposes.
The bankruptcy or insolvency of, or other financial problems with respect
to, any borrower or tenant that is, directly or through affiliation, associated
with two or more of the mortgaged real properties could have an adverse effect
on all of those properties and on the ability of those properties to produce
sufficient cash flow to make required payments on the related mortgage loans in
the trust.
Some Borrowers Under the Underlying Mortgage Loans Will Not be Special
Purpose Entities, Which May Expose Investors to Greater Risk of Default and
Loss. One hundred nine mortgage loans, representing 17.11% of the initial
mortgage pool balance, do not require that the business activities of the
related borrowers be limited to owning their respective mortgaged real
properties. Accordingly, the financial success of each of those borrowers may be
affected by the performance of its other business activities, including other
real estate interests. Those other business activities increase the possibility
that the borrower may become bankrupt or insolvent. Each of these 109 mortgage
loans has a cut-off date principal balance below $5,000,000.
Changes in Mortgage Pool Composition Can Change the Nature of Your
Investment. If you purchase any of the class B, C, D, E, F, G or X
certificates, you will be more exposed to risks associated with changes in
concentrations of borrower, loan or property characteristics than are persons
who own class A-1 and A-2 certificates.
As payments and other collections of principal are received with respect to
the underlying mortgage loans, the remaining mortgage loans in the trust may
exhibit an increased concentration with respect to property type, number and
affiliation of borrowers and geographic location. See "Risk Factors--The Payment
Performance of the Certificates Will Be Directly Related to the Payment
Performance of the Mortgage Assets in the Related Trust Funds", "--An Investment
in the Certificates Represents An Interest in Multifamily and/or Commercial
Loans which May Present A Greater Risk of Loss Than An Interest in a Pool Of
Single-Family Loans" and "--Credit Support Will Be Limited and the Failure of
Credit Support to Cover Losses on the Mortgage Assets May Result in Losses
Allocated to the Certificates" in the accompanying prospectus.
Lending on Income-Producing Real Properties Entails Environmental
Risks. The trust could become liable for a material adverse environmental
condition at one of the mortgaged real properties securing the mortgage loans in
the trust. Any potential environmental liability could reduce or delay payments
on the offered certificates.
Various environmental laws may make a current or previous owner or operator
of a mortgaged real property liable for the costs of removal or remediation of
hazardous or toxic substances on, under or adjacent to the particular property.
Those laws often impose liability whether or not the owner or operator
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knew of, or was responsible for, the presence of the hazardous or toxic
substances. For example, some laws impose liability for release of asbestos
containing materials into the air or require the removal or containment of the
materials. The owner's liability for any required remediation generally is
unlimited and could exceed the value of the particular property and/or the total
assets of the owner. In addition, the presence of hazardous or toxic substances,
or the failure to remediate the adverse environmental condition, may adversely
affect the owner's or operator's ability to use the affected property. In
various states, contamination of a property may give rise to a lien on the
property to ensure the costs of cleanup. In some of those states, this lien has
priority over the lien of an existing mortgage, deed of trust or other security
instrument. In addition, third parties may seek recovery from owners or
operators of real property for personal injury associated with exposure to
hazardous substances, including asbestos and lead-based paint. Persons who
arrange for the disposal or treatment of hazardous or toxic substances may be
liable for the costs of removal or remediation of the substances at the disposal
or treatment facility.
The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, together with other federal and state laws,
provide that a secured lender, such as the trust, may be liable as an owner or
operator of a mortgaged real property, regardless of whether the borrower or a
previous owner caused the environmental damage, if--
- agents or employees of the lender are deemed to have participated in the
management of the borrower, or
- under some conditions, the lender actually takes possession of a
borrower's property or control of its day-to-day operations, including
through the appointment of a receiver or foreclosure.
Although recently enacted legislation clarifies the activities in which a
lender may engage without becoming subject to liability under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and similar federal laws, that legislation has no applicability to
state environmental laws. Moreover, future laws, ordinances or regulations could
impose material environmental liability.
Federal law requires owners of residential housing constructed prior to
1978 to disclose to potential residents or purchasers--
- any condition on the property that causes exposure to lead-based paint,
and
- the potential hazards to pregnant women and young children, including
that the ingestion of lead-based paint chips and/or the inhalation of
dust particles from lead-based paint by children can cause permanent
injury, even at low levels of exposure.
Property owners may be liable for injuries to their tenants resulting from
exposure under various laws that impose affirmative obligations on property
owners of residential housing containing lead-based paint. See "Risk
Factors--Real Property Pledged as Security for a Mortgage Loan Is Subject to
Certain Environmental Risks and the Cost of Environmental Clean-Up May Increase
Losses on the Related Mortgage Loans" in the accompanying prospectus.
A third-party consultant conducted a Phase I environmental study,
environmental screening assessment or transaction screen, or updated a
previously conducted study, assessment or screen, for 215 mortgaged real
properties, securing 90.57% of the initial mortgage pool balance. Those studies,
assessments or screens were conducted or updated--
- in the case of 73 mortgaged real properties, securing 42.77% of the
initial mortgage pool balance, during the 12-month period ending on June
1, 2000,
- in the case of 118 mortgaged real properties, securing 39.37% of the
initial mortgage pool balance, during the 12-month period ending on June
1, 1999, and
- in the case of 24 mortgaged real properties, securing 8.43% of the
initial mortgage pool balance, on or before June 1, 1998.
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Each of those environmental studies, assessments, or screens complied with
industry-wide standards. Not all of those environmental studies, assessments or
screens, however, satisfied all the requirements necessary to be considered a
Phase I environmental study. For the remaining 63 mortgaged real properties,
securing 9.43% of the initial mortgage pool balance, environmental insurance was
obtained in lieu of conducting or updating a Phase I environmental study,
environmental screening assessment or transaction screen.
Several of the mortgaged real properties--
- contain underground storage tanks or other potential sources of
groundwater contamination, or
- are in the vicinity of sites containing leaking underground storage
tanks.
Although the owners of those particular real properties and the trust may not
have legal liability for contamination of the properties from those on-site or
off-site sources, the enforcement of rights against third parties may result in
additional transaction costs, and contamination may impair operation and
revenues and adversely affect the resale value of the affected properties.
In the case of several mortgaged real properties environmental studies,
assessments or screens were preformed, and, either--
- a Phase II environmental study was recommended but not performed; or
- the environmental assessment identified one or more environmental issues
that could not be fully assessed, remediated and/or "closed out" from a
regulatory point of view prior to the time that the related mortgage loan
was expected to be assigned to the trust.
Each of those mortgaged real properties is covered by an environmental insurance
policy insuring specified environmental matters with respect to the particular
property. The policies referred to in the prior sentence provide for specific
coverage limits. In addition, those policies do not provide coverage for adverse
environmental conditions at levels below legal limits or for conditions
involving asbestos and lead-based paint. See "Description of the Mortgage
Pool--Underwriting Matters--Environmental Insurance" in this prospectus
supplement.
Lending on Income-Producing Properties Entails Risks Related to Property
Condition. Two hundred sixty-four of the mortgaged real properties, securing
98.93% of the initial mortgage pool balance, were inspected by professional
engineers or architects. Ninety-eight of the mortgaged real properties, securing
46.32% of the initial mortgage pool balance, were inspected during the 12-month
period preceding the cut-off date. Two hundred forty-two of the mortgaged real
properties, securing 91.78% of the initial mortgage pool balance, were inspected
during the 24-month period preceding the cut-off date. The scope of these
inspections included an assessment of--
- the structure, exterior walls, roofing, interior construction, mechanical
and electrical systems, and
- general condition of the site, buildings and other improvements located
at each mortgaged real property.
In the case of four of the mortgaged real properties, securing 1.74% of the
initial mortgage pool balance, the inspections identified conditions requiring
escrows to be established for repairs or deferred maintenance estimated to cost
in excess of $100,000. In all of these cases, the originator required the
related borrower to fund reserves, in the amount of 125% of these estimated
costs.
Reserves May Be Insufficient. Most of the pooled mortgage loans require
that reserves be funded on a monthly basis from cash flow generated by the
related mortgaged real properties to cover ongoing monthly, semi-annual or
annual expenses such as taxes and/or insurance. Most of the pooled mortgage
loans also required reserves to be established, or letters of credit or other
instruments to be delivered, upon the closing of the mortgage loan to fund
identified capital expenditure items. For significant commercial mortgaged real
properties, a tenant improvement and leasing cost reserve was typically
required. These reserves, letters of credit or other instruments may not be
sufficient to offset the actual costs of the items which they were intended to
cover. In addition, cash flow from the mortgaged real properties may not be
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sufficient to fund fully the ongoing monthly reserve requirements. Any
insufficiency may have an adverse effect on the operations or physical condition
of the mortgaged real property.
Limitations on Cross-Collateralized or Single Note/Multiple Property
Loans. The mortgage pool will include 14 mortgage loans, representing 7.15% of
the initial mortgage pool balance, that are secured, including through
cross-collateralization with other mortgage loans, by multiple mortgaged real
properties. These mortgage loans are identified in the tables contained in Annex
A. The purpose of securing any particular mortgage loan or group of
cross-collateralized mortgage loans with multiple real properties is to reduce
the risk of default or ultimate loss as a result of an inability of any
particular property to generate sufficient net operating income to pay debt
service. However, four of these mortgage loans, representing 2.56% of the
initial mortgage pool balance, permit the release of one or more of the
mortgaged real properties from the related mortgage lien, upon the satisfaction
of the conditions described under "Description of the Mortgage Pool--Terms and
Conditions of the Mortgage Loans" in this prospectus supplement.
In addition, when multiple real properties secure a mortgage loan or group of
cross-collateralized mortgage loans, the amount of the mortgage encumbering any
particular one of those properties may be less than the full amount of the
related mortgage loan or group of cross-collateralized mortgage loans, to avoid
recording tax. This mortgage amount may equal the appraised value or allocated
loan amount for the mortgaged real property and will limit the extent to which
proceeds from the property will be available to offset declines in value of the
other properties securing the same mortgage loan or group of cross-
collateralized mortgage loans.
Ability to Incur Other Debt. Many of the underlying borrowers may not be
prohibited by their organizational documents or the related loan documents from
incurring unsecured debt or, alternatively, may be prohibited only to a limited
degree. Additional debt, in any form, may cause a diversion of funds from
property maintenance and increase the likelihood that the borrower will become
the subject of a bankruptcy proceeding. See "Certain Legal Aspects of Mortgage
Loans--Subordinate Financing" in the accompanying prospectus.
In the case of some of the mortgage loans that we intend to include in the
trust, one or more of the principals of the related borrower may have incurred
mezzanine debt. Mezzanine debt is subordinate debt that is secured by the
principal's ownership interest in the borrower. This type of financing
effectively reduces the indirect equity interest of any principal in the
corresponding mortgaged real property. With respect to two of the mortgage
loans, which are cross-collateralized and which represent 3.25% of the initial
mortgage pool balance, the entity that owns both the managing member and the
non-managing member of each of the limited liability company borrowers has
incurred mezzanine debt, as of the origination date of the mortgage loans. The
related mortgage loan seller has executed an intercreditor agreement with the
mezzanine lender, which gives cure rights to the mezzanine lender. While the
mezzanine lender has no security interest in or rights to the related mortgaged
real properties, a default under the mezzanine loan could cause a change in
control of the related borrower.
Except as disclosed under this "--Ability to Incur Other Debt" subsection,
we have not been able to confirm whether the respective borrowers under the
mortgage loans that we intend to include in the trust, have any other debt
outstanding.
Prepayment Premiums, Fees and Charges. Under the laws of a number of
states, the enforceability of any mortgage loan provisions that require payment
of a prepayment premium, fee or charge upon an involuntary prepayment, is
unclear. If those provisions were unenforceable, borrowers would have an
incentive to default in order to prepay their loans.
Although the collateral substitution provisions related to defeasance do
not have the same effect on the series 2000-C1 certificateholders as prepayment,
we cannot assure you that a court would not interpret those provisions as
comparable to a yield maintenance charge. In some jurisdictions, those
collateral substitution provisions might be deemed unenforceable under
applicable law, or usurious.
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Due-on-Sale and Debt Acceleration Clauses. All of the mortgage loans that
we intend to include in the trust, contain due-on-sale and due-on-encumbrance
provisions that in each case, with some exceptions, permit the lender, with some
exceptions, to accelerate the maturity of the mortgage loan upon the sale,
transfer or encumbrance of--
- the corresponding mortgaged real property, or
- a majority ownership interest in the related borrower,
provided, however, that under the terms of certain of the mortgage loans, this
consent must be granted if certain conditions are met. All of the mortgage loans
contain some form of debt-acceleration clause, which permits the lender to
accelerate the debt upon specified monetary or non-monetary defaults by the
related borrower. The courts of all states will enforce acceleration clauses in
the event of a material payment default. The equity courts of any state,
however, may refuse to allow the foreclosure of a mortgage, deed of trust or
other security instrument or to permit the acceleration of the indebtedness if--
- the default is deemed to be immaterial,
- the exercise of these remedies would be inequitable or unjust, or
- the circumstances would render the acceleration unconscionable.
See "Risk Factors--Due-On-Sale Clauses and Assignments of Leases and Rents May
Not Provide Adequate Security for a Mortgage Loan" in the accompanying
prospectus.
Assignments of Leases. All of the mortgage loans that we intend to include
in the trust are secured by, among other things, an assignment of leases and
rents, under which the related borrower will assign its right, title and
interest as landlord under the leases on the related mortgaged real property and
the income derived from the particular property to the lender as further
security for the related mortgage loan, while retaining a license to collect
rents for so long as there is no default. In the event the borrower defaults,
the license terminates and the lender is entitled to collect rents. In some
cases, those assignments may not be perfected as security interests prior to
actual possession of the cash flow. Accordingly, state law may require that the
lender take possession of the particular property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, the commencement of bankruptcy or similar proceedings by or in respect
of the borrower will adversely affect the lender's ability to collect the rents.
See "Risk Factors--Due-On-Sale Clauses and Assignments of Leases and Rents May
Not Provide Adequate Security for a Mortgage Loan" in the accompanying
prospectus.
Limitations of Appraisals. Appraisals were obtained for all of the
mortgaged real properties of the mortgage loans that we intend to include in the
trust. Appraisals represent the analysis and opinion of an appraiser. They are
not guaranties of, and may not be indicative of, present or future value. There
can be no assurance that another appraiser would not have arrived at a different
valuation, even if the appraiser used the same general approach to and same
method of appraising the property. Moreover, appraisals seek to establish the
amount a typically motivated buyer would pay a typically motivated seller. That
amount could be significantly higher than the amount obtained from the sale of a
property under a distress or liquidation sale. Information regarding the
appraised values of the mortgaged real properties is presented, for illustrative
purposes only, on Annex A to this prospectus supplement.
Uninsured Loss; Sufficiency of Insurance. The borrowers under the mortgage
loans that we intend to include in the trust are, with limited exception,
required to maintain--
- comprehensive liability insurance,
- all-risk fire,
- casualty and hazard insurance,
- flood insurance, if required by applicable law, and
- rental income insurance
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on the mortgaged real properties, with policy specifications, limits and
deductibles customarily carried, generally, for similar properties. Some types
of losses, however, may be either uninsurable or not economically insurable,
such as losses due to riots or acts of war or earthquakes. Sixty-four of the
mortgaged real properties, securing 24.54% of the initial mortgage pool balance,
are located in areas that are considered to have a high earthquake risk. These
areas include all or parts of the states of California, Oregon, Washington, Utah
and Nevada. In addition, 55 of the mortgaged real properties, securing 10.43% of
the initial mortgage pool balance, are located in Florida and Texas, states that
have historically been at greater risk than other states regarding other acts of
nature, such as hurricanes and tornadoes. Should an uninsured loss occur, the
borrower could lose both its investment in and its anticipated profits and cash
flow from its mortgaged real property, which would adversely affect the
borrower's ability to make payments under its mortgage loan. Although, in
general, the borrowers have agreed to insure their respective mortgaged real
properties, there is a possibility of casualty losses on a mortgaged real
property for which insurance proceeds may not be adequate. Consequently, there
can be no assurance that any loss incurred will not exceed the limits of
policies obtained. In addition, earthquake insurance is not necessarily required
to be maintained by a borrower, even in the case of mortgaged real properties
located in areas that are considered to have a high earthquake risk.
Limited Information Causes Uncertainty. Sixty-three of the mortgage loans
that we intend to include in the trust, representing 22.70% of the initial
mortgage pool balance, are acquisition financing. Accordingly, there may be
limited or no recent historical operating information available with respect to
the mortgaged real properties for those mortgage loans. As a result, you may
find it difficult to analyze the historical performance of those properties.
Please refer to Annex A for historical operating information for the most recent
two years of operation, where available.
Prior Bankruptcies. We are aware that, in the case of 11 mortgage loans
that we intend to include in the trust, representing 3.43% of the initial
mortgage pool balance, a principal or affiliate of the related borrower has been
a party to prior bankruptcy proceedings. There is no assurance that principals
or affiliates of other borrowers have not been a party to bankruptcy
proceedings.
Under the U.S. Bankruptcy Code, the filing of a petition in bankruptcy by
or against a borrower will stay the sale of a real property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.
In addition, if a court determines that the value of a real property is less
than the principal balance of the mortgage loan it secures, the court may reduce
the amount of secured indebtedness to the then-value of the property. This
action would make the lender a general unsecured creditor for the difference
between the then-value of the property and the amount of its outstanding
mortgage indebtedness. A bankruptcy court also may:
- grant a debtor a reasonable time to cure a payment default on a mortgage
loan;
- reduce monthly payments due under a mortgage loan;
- change the rate of interest due on a mortgage loan; or
- otherwise alter a mortgage loan's repayment schedule.
Additionally, the borrower, as debtor-in-possession, or its bankruptcy
trustee has special powers to avoid, subordinate or disallow debts. In some
circumstances, the claims of a secured lender, such as the trusts, may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.
Under the U.S. Bankruptcy Code, a lender will be stayed from enforcing a
borrower's assignment of rents and leases. The U.S. Bankruptcy Code also may
interfere with a lender's ability to enforce lockbox requirements. The legal
proceedings necessary to resolve these issues can be time consuming and may
significantly delay the receipt of rents. Rents also may escape an assignment to
the extent they are used by borrower to maintain its property or for other court
authorized expenses.
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As a result of the foregoing, the trust's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the total
amount ultimately collected may be substantially less than the amount owed.
Limitations with Respect to Representations and Warranties. Each mortgage
loan seller will make limited representations and warranties regarding the
mortgage loans sold by it to us. A material breach of those representations and
warranties could obligate a mortgage loan seller to repurchase the affected
mortgage loan, in which case, the proceeds of the repurchase would be passed
through to series 2000-C1 certificateholders in the same manner as a principal
prepayment, except that no prepayment consideration will be payable in
connection with the repurchase.
If the related mortgage loan seller is required to but does not cure or
remedy a breach of a representation or warranty or repurchase or replace the
affected mortgage loan, payments on the offered certificates may be
substantially less than they would have been if the person had cured or remedied
the breach or repurchased the affected mortgage loan.
The obligation of a mortgage loan seller to cure a breach or repurchase a
pooled mortgage loan will constitute the only remedy available to the series
2000-C1 certificateholders for a breach of a representation or warranty. We
cannot assure you that a mortgage loan seller will have the resources to
repurchase any pooled mortgage loan. No other party will be obligated to cure or
repurchase a pooled mortgage loan in the event of a breach if the related
mortgage loan seller does not fulfill its obligations.
Some Mortgaged Properties May Not Be Readily Convertible to Alternative
Uses. Some of the mortgaged real properties securing the pooled mortgage loans
may not be readily convertible to alternative uses if those properties were to
become unprofitable for any reason. Converting commercial properties to
alternate uses generally requires substantial capital expenditures. The
liquidation value of a mortgaged property consequently may be substantially less
than would be the case if the property were readily adaptable to other uses.
Zoning or other restrictions may also prevent alternative use.
No Reunderwriting of the Mortgage Loans. We have not reunderwritten the
mortgage loans that we intend to include in the trust. Instead, we have relied
on the representations and warranties made by the mortgage loan sellers, and the
applicable mortgage loan seller's obligation to cure the breach, or to
repurchase or replace the affected mortgage loan, in the event that a
representation or warranty was not true when made. These representations and
warranties do not cover all of the matters that we would review in underwriting
a mortgage loan, and you should not view them as a substitute for reunderwriting
the mortgage loans. If we had reunderwritten the mortgage loans, it is possible
that the reunderwriting process may have revealed problems with a mortgage loan
not covered by a representation or warranty. In addition, we can give no
assurance that the applicable mortgage loan seller will be able to repurchase or
replace a mortgage loan if a representation or warranty has been breached. See
"Description of the Mortgage Pool--Representations and Warranties" in this
prospectus supplement.
Litigation. There may be pending or threatened legal proceedings against
the borrowers under the pooled mortgage loans, the managers of the related
mortgaged real properties and their respective affiliates, arising out of the
ordinary business of those borrowers, managers and affiliates. We cannot assure
you that litigation will not have a material adverse effect on your investment.
Book-Entry Registration. Your certificates will be initially represented
by one or more certificates registered in the name of Cede & Co., as the nominee
for DTC, and will not be registered in your name. As a result, you will not be
recognized as the holder of record of your certificates. See "Risk Factors--
Book Entry Registration May Affect Liquidity of the Certificates" in the
accompanying prospectus.
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT
From time to time we use capitalized terms in this prospectus supplement.
Each of those capitalized terms will have the meaning assigned to it in the
"Glossary" attached to this prospectus supplement.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus includes the
words "expects", "intends", "anticipates", "estimates" and similar words and
expressions. These words and expressions are intended to identify
forward-looking statements. Any forward-looking statements are made subject to
risks and uncertainties that could cause actual results to differ materially
from those stated. These risks and uncertainties include, among other things,
declines in general economic and business conditions, increased competition,
changes in demographics, changes in political and social conditions, regulatory
initiatives and changes in customer preferences, many of which are beyond our
control and the control of any other person or entity related to this offering.
The forward-looking statements made in this prospectus supplement are accurate
as of the date stated on the cover of this prospectus supplement. We have no
obligation to update or revise any forward-looking statement.
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
We intend to include the 268 mortgage loans identified on Annex A to this
prospectus supplement in the trust. The mortgage pool consisting of those loans
will have an initial mortgage pool balance of $729,440,160. However, the actual
initial mortgage pool balance may be as much as 5% smaller or larger than that
amount if any of those mortgage loans are removed from the mortgage pool or any
other mortgage loans are added to the mortgage pool. See "--Changes in Mortgage
Pool Characteristics" below.
The initial mortgage pool balance will equal the total cut-off date
principal balance of the mortgage loans included in the trust. The cut-off date
principal balance of any mortgage loan is its unpaid principal balance as of the
cut-off date of June 1, 2000, after application of all scheduled payments of
principal due with respect to the mortgage loan on or before that date, whether
or not those payments were received. The cut-off date principal balance of each
mortgage loan that we intend to include in the trust is shown on Annex A to this
prospectus supplement. Those cut-off date principal balances range from $223,877
to $28,618,255, and the average of those cut-off date principal balances is
$2,721,792.
Each of the mortgage loans that we intend to include in the trust is an
obligation of the related borrower to repay a specified sum with interest. Each
of those mortgage loans is evidenced by a promissory note and secured by a
mortgage, deed of trust or other similar security instrument that creates a
mortgage lien on the ownership and/or leasehold interest of the related borrower
or another party in one or more commercial or multifamily real properties. That
mortgage lien will, in all cases, be a first priority lien, subject only to the
Permitted Encumbrances.
You should consider each of the pooled mortgage loans to be a nonrecourse
obligation of the related borrower. In the event of a payment default by the
related borrower, recourse will be limited to the corresponding mortgaged real
property or properties for satisfaction of that borrower's obligations. In those
cases where recourse to a borrower or guarantor is permitted under the related
loan documents, we have not undertaken an evaluation of the financial condition
of any of these persons. None of the pooled mortgage loans will be insured or
guaranteed by any governmental entity or by any other person.
We provide in this prospectus supplement a variety of information regarding
the mortgage loans that we intend to include in the trust. In reviewing this
information, please note that--
- All numerical information provided with respect to the mortgage loans is
provided on an approximate basis.
- All weighted average information provided with respect to the mortgage
loans reflects a weighting by their respective cut-off date principal
balances.
- If any of the mortgage loans is secured by multiple mortgaged real
properties, a portion of that mortgage loan has been allocated to each of
those properties.
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- When information with respect to the mortgaged real properties is
expressed as a percentage of the initial mortgage pool balance, the
percentages are based upon the allocated cut-off date principal balances
of the related mortgage loans.
- Whenever loan level information, such as loan-to-value ratios and debt
service coverage ratios, is presented in the context of mortgaged real
properties, the loan level statistic attributed to a mortgaged real
property is the same as the statistic for the related mortgage loan.
- Whenever we refer to a particular mortgaged real property by name, we
mean the property identified by that name on Annex A to this prospectus
supplement.
- Statistical information regarding the mortgage loans may change prior to
the date of initial issuance of the offered certificates due to changes
in the composition of the mortgage pool prior to that date.
The table below shows the number of, and the approximate percentage of the
initial mortgage pool balance secured by, mortgaged real properties operated for
each indicated purpose:
PROPERTY TYPES
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------
NUMBER OF % OF HIGHEST STATED
MORTGAGED TOTAL CUT-OFF INITIAL CUT-OFF DATE MORTGAGE REMAINING
REAL DATE PRINCIPAL MORTGAGE PRINCIPAL INTEREST TERM U/W NCF CUT-OFF DATE
PROPERTY TYPES PROPERTIES BALANCE POOL BALANCE BALANCE RATE (MO.) DSCR LTV RATIO
- -------------- ---------- -------------- ------------ ------------ -------- --------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Office............... 45 $188,926,406 25.90% $28,618,255 8.029% 118 1.29x 72.07%
Multifamily.......... 105 173,325,674 23.76 14,641,647 8.044 118 1.32 71.90
Unanchored Retail.... 55 109,914,651 15.07 6,959,929 8.192 117 1.35 68.75
Industrial........... 28 83,496,096 11.45 8,133,454 8.465 114 1.31 69.18
Anchored Retail...... 7 49,389,199 6.77 14,887,463 8.161 119 1.33 67.82
Office/Retail........ 11 42,490,237 5.83 12,904,150 7.834 140 1.39 66.26
Full Service Hotel... 6 36,962,179 5.07 12,899,824 8.519 108 1.47 60.90
Limited Service
Hotel.............. 9 19,935,076 2.73 4,462,078 8.998 201 1.54 59.29
Mixed Use............ 3 12,613,771 1.73 6,834,742 8.360 109 1.33 70.37
Mobile Home Park..... 8 8,848,463 1.21 2,059,553 8.381 109 1.41 67.74
Self Storage......... 1 3,538,410 0.49 3,538,410 8.620 113 1.44 65.53
--- ------------ ------ ----- --- ---- -----
Totals/Wtd.
Avg. ..... 278 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
The table below shows the number of, and the approximate percentage of the
initial mortgage pool balance secured by, first mortgage liens on each of the
specified interests in the corresponding mortgaged real properties:
ENCUMBERED INTEREST
<TABLE>
<CAPTION>
---------------------
WEIGHTED AVERAGES
NUMBER OF % OF HIGHEST ---------------------
MORTGAGED TOTAL CUT-OFF INITIAL CUT-OFF DATE MORTGAGE STATED
REAL DATE PRINCIPAL MORTGAGE PRINCIPAL INTEREST REMAINING
ENCUMBERED INTEREST PROPERTIES BALANCE POOL BALANCE BALANCE RATE TERM (MO.)
- ------------------- ---------- -------------- ------------ ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ownership................. 269 $670,333,587 91.90% $28,618,255 8.180% 119
Leasehold................. 6 47,297,546 6.48 12,904,150 8.132 140
Ownership in part,
Leasehold in part....... 3 11,809,027 1.62 5,922,695 7.702 105
--- ------------ ------ ----- ---
Totals/Wtd.
Avg............ 278 $729,440,160 100.00% 8.169% 120
=== ============ ====== ===== ===
<CAPTION>
----------------------
WEIGHTED AVERAGES
----------------------
U/W NCF CUT-OFF DATE
ENCUMBERED INTEREST DSCR LTV RATIO
- ------------------- ------- ------------
<S> <C> <C>
Ownership................. 1.33x 70.30%
Leasehold................. 1.40 62.18
Ownership in part,
Leasehold in part....... 1.49 56.02
----- -----
Totals/Wtd.
Avg............ 1.33x 69.54%
===== =====
</TABLE>
S-44
<PAGE> 45
The table below shows the number of, and the approximate percentage of the
initial mortgage pool balance secured by, mortgaged real properties located in
the indicated states:
STATE CONCENTRATIONS
<TABLE>
<CAPTION>
---------------------
WEIGHTED AVERAGES
CUMULATIVE ---------------------
NUMBER OF TOTAL CUT-OFF % OF INITIAL
MORTGAGED DATE % OF INITIAL MORTGAGE MORTGAGE STATED
REAL PRINCIPAL MORTGAGE POOL INTEREST REMAINING
STATES PROPERTIES BALANCE POOL BALANCE BALANCE RATE TERM (MO.)
------ ---------- ------------- ------------ ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
California.................. 54 $158,970,997 21.79% 21.79% 8.026% 120
New York.................... 27 101,650,658 13.94 35.73 8.158 113
Massachusetts............... 9 72,167,959 9.89 45.62 7.864 130
Nevada...................... 11 46,304,973 6.35 51.97 8.381 115
Florida..................... 25 41,405,893 5.68 57.65 8.159 109
Texas....................... 30 34,689,981 4.76 62.40 8.461 104
Pennsylvania................ 4 32,383,208 4.44 66.04 8.101 112
New Jersey.................. 10 25,965,176 3.56 70.40 8.753 114
Arizona..................... 9 21,879,227 3.00 73.40 7.982 107
Minnesota................... 4 19,120,362 2.62 76.02 8.508 126
--- ------------ ----- ----- ----- ---
Total/Wtd. Avg. ............ 183 $554,538,434 76.02% 76.02% 8.149% 117
=== ============ ===== ===== ===== ===
Other....................... 95 $174,901,726 23.98% 8.231% 131
<CAPTION>
----------------------
WEIGHTED AVERAGES
----------------------
U/W NCF CUT-OFF DATE
STATES DSCR LTV RATIO
------ ------- ------------
<S> <C> <C>
California.................. 1.35x 69.56%
New York.................... 1.34 68.08
Massachusetts............... 1.29 73.32
Nevada...................... 1.25 70.50
Florida..................... 1.41 68.10
Texas....................... 1.34 69.10
Pennsylvania................ 1.30 71.86
New Jersey.................. 1.42 65.29
Arizona..................... 1.33 67.24
Minnesota................... 1.29 70.12
----- -----
Total/Wtd. Avg. ............ 1.33x 69.58%
===== =====
Other....................... 1.34x 69.42%
</TABLE>
The remaining mortgaged real properties securing pooled mortgage loans are
located throughout 28 other states. No more than 2.50% of the initial mortgage
pool balance is secured by mortgaged real properties located in any other
jurisdictions.
For purposes of the foregoing three tables, we have assumed that ARD Loans
mature on their respective anticipated repayment dates. See "--Terms and
Conditions of the Mortgage Loans--ARD Loans" below.
CROSS-COLLATERALIZED MORTGAGE LOANS, MULTI-PROPERTY MORTGAGE LOANS AND MORTGAGE
LOANS WITH AFFILIATED BORROWERS
The mortgage pool will include 14 mortgage loans, representing 7.15% of the
initial mortgage pool balance, that are, in each case, individually or through
cross-collateralization with other mortgage loans, secured by two or more real
properties.
Four of the mortgage loans referred to in the prior paragraph, representing
2.56% of the initial mortgage pool balance, entitle the related borrower(s) to
obtain a release of one or more of the corresponding mortgaged real properties
and/or a termination of any applicable cross-collateralization, subject, in each
case, to the fulfillment of one or more of the following conditions:
- the pay down of the mortgage loan(s) in an amount equal to a specified
percentage, which is usually 125%, of the portion of the total loan
amount allocated to the property or properties to be released;
- the satisfaction of debt service coverage and loan-to-value tests for the
property or properties that will remain as collateral; and/or
- receipt by the lender of confirmation from each applicable rating agency
that the action will not result in a qualification, downgrade or
withdrawal of any of the then-current ratings of the offered
certificates.
In addition, one of the mortgage loans referred to in the second preceding
paragraph, representing 0.37% of the initial mortgage pool balance, also
entitles the related borrower to a release of one or more of
S-45
<PAGE> 46
the corresponding mortgaged real properties through partial defeasance. See
"--Terms and Conditions of the Mortgage Loans--Defeasance Loans" below.
The table below identifies each of the individual mortgage loans, each of
the mortgage loans secured by multiple mortgaged real properties, each of the
groups of cross-collateralized mortgage loans, and each other group of related
mortgage loans with the same borrower or affiliated borrowers, that will
represent at least 2% of the initial mortgage pool balance.
INDIVIDUAL LOANS, CROSSED LOAN GROUPS OR RELATED LOAN GROUPS
REPRESENTING GREATER THAN 2% OF THE INITIAL MORTGAGE POOL BALANCE
<TABLE>
<CAPTION>
% OF INITIAL
MORTGAGE
TOTAL CUT-OFF POOL
LOAN/PROPERTY NAME DATE BALANCE BALANCE
------------------ ------------- ------------
<S> <C> <C>
Putnam Building/139 Main Street (Related Loan Group)........ 34,275,293.45 4.70%
Putnam Building
139 Main Street
Jovanna Villas Apartments/Los Cabos II Apartments (Crossed
Loan Group)............................................... 23,685,052.07 3.25%
Jovanna Villas Apartments
Los Cabos II Apartments
The Carriage Building (Building 39)/The Parris Building
(Building 34)(Related Loan Group)......................... 15,725,695.69 2.16%
The Carriage Building (Building 39)
The Parris Building (Building 34)
Holiday Inn Arena/Holiday Inn University/Holiday Inn Kennedy
Space Center (Related Loan Group)......................... 14,911,765.33 2.04%
Holiday Inn Arena
Holiday Inn University
Holiday Inn Kennedy Space Center
Sunrise Plaza Shopping Center (Individual Mortgage Loan).... 14,887,462.50 2.04%
Hasbrouck & Torview Apartments (Individual Mortgage Loan)... 14,641,646.86 2.01%
</TABLE>
TERMS AND CONDITIONS OF THE MORTGAGE LOANS
Due Dates. All of the mortgage loans that we intend to include in the
trust provide for scheduled payments of principal and/or interest to be due on
the first day of each month.
Mortgage Rates; Calculations of Interest. In general, each of the mortgage
loans that we intend to include in the trust bears interest at a mortgage
interest rate that, in the absence of default, is fixed until maturity. However,
as described below under "--ARD Loans", each of the three mortgage loans that
has an anticipated repayment date will accrue interest after that date at a rate
that is in excess of its mortgage interest rate prior to that date.
The mortgage interest rate for each of the mortgage loans that we intend to
include in the trust is shown on Annex A to this prospectus supplement. As of
the cut-off date, those mortgage interest rates ranged from 6.870% per annum to
9.875% per annum, and the weighted average mortgage interest rate for the
mortgage loans was 8.143%.
Except in the case of mortgage loans with anticipated repayment dates, none
of the mortgage loans provides for negative amortization or for the deferral of
interest.
S-46
<PAGE> 47
Each of the pooled mortgage loans will accrue interest on the basis of one
of the following conventions:
- the actual number of days elapsed during each one-month accrual period in
a year assumed to consist of 360 days; or
- a 360-day year consisting of twelve 30-day months; or
The table below shows the number of, and percentage of initial mortgage
pool balance represented by, pooled mortgage loans that will accrue interest
based on each of the foregoing conventions.
ACCRUAL TYPE
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
NUMBER TOTAL INITIAL HIGHEST -------------------------------------------
OF CUT-OFF DATE MORTGAGE CUT-OFF DATE MORTGAGE STATED U/W
MORTGAGE PRINCIPAL POOL PRINCIPAL INTEREST REMAINING NCF CUT-OFF DATE
ACCRUAL TYPE LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO
- ------------ -------- ------------ -------- ------------ -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Actual/360............... 256 $706,703,298 96.88% $28,618,255 8.176% 120 1.33x 69.66%
30/360................... 12 22,736,863 3.12 $ 5,285,529 7.950 113 1.44 65.88
--- ------------ ------ ----------- ----- --- ---- -----
Totals/Wtg.
Avg. ......... 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
For purposes of the foregoing table, we have assumed that ARD Loans mature
on their respective anticipated repayment dates.
Balloon Loans. Two hundred forty-eight of the mortgage loans that we
intend to include in the trust, representing 92.35% of the initial mortgage pool
balance, are characterized by--
- an amortization schedule that is significantly longer than the actual
term of the mortgage loan, and
- a substantial payment, or balloon payment, being due with respect to the
mortgage loan on its stated maturity date.
Each of these balloon mortgage loans provides for some amortization prior
to maturity.
Fully Amortizing Loans. Seventeen mortgage loans that we intend to include
in the trust, representing 6.67% of the initial mortgage pool balance, are
characterized by:
- constant monthly debt service payments throughout the term of the
mortgage loan, and
- an amortization schedule that is approximately equal to the actual term
of the mortgage loan.
ARD Loans. Three of the mortgage loans that we intend to include in the
trust, representing 0.98% of the initial mortgage pool balance, are
characterized by the following features--
- A maturity date that is generally 25 to 30 years following origination.
- The designation of an anticipated repayment date that is generally 10-15
years following origination. The anticipated repayment date for each of
the ARD Loans is listed on Annex A to this prospectus supplement.
- The ability of the related borrower to prepay the mortgage loan, without
restriction, including without any obligation to pay a prepayment premium
or a yield maintenance charge, at any time on or after a date that is
generally 3-7 months prior to the related anticipated repayment date.
- Until its anticipated repayment date, the calculation of interest at its
initial mortgage interest rate.
- From and after its anticipated repayment date, the accrual of interest at
a revised annual rate that is equal to the sum of--
1. its initial mortgage interest rate, plus
2. a specified margin.
S-47
<PAGE> 48
- The deferral of any additional interest accrued with respect to the
mortgage loan from and after the related anticipated repayment date at
the difference between its revised mortgage interest rate and its initial
mortgage interest rate. This Post-ARD Additional Interest may, in some
cases, compound at the new revised mortgage interest rate. Any Post-ARD
Additional Interest accrued with respect to the mortgage loan following
its anticipated repayment date will not be payable until the entire
principal balance of the mortgage loan has been paid in full.
- From and after its anticipated repayment date, the accelerated
amortization of the mortgage loan out of any and all monthly cash flow
from the corresponding mortgaged real property which remains after
payment of the applicable monthly debt service payments and permitted
operating expenses and capital expenditures. These accelerated
amortization payments and the Post-ARD Additional Interest are considered
separate from the monthly debt service payments due with respect to the
mortgage loan.
In the case of two of the ARD Loans that we intend to include in the trust,
the related borrower has agreed to enter into a cash management agreement on the
related anticipated repayment date if it has not already done so. The related
borrower or the manager of the corresponding mortgaged real property will be
required under the terms of that cash management agreement to deposit or cause
the deposit of all revenue from that property received after the related
anticipated repayment date into a designated account controlled by the lender
under the ARD Loan.
Amortization of Principal. The tables below show the indicated information
for the specified sub-groups of pooled mortgage loans. For purposes of the
following tables, we have assumed that the ARD Loans mature on their respective
anticipated repayment dates.
MORTGAGE LOAN TYPE
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
NUMBER TOTAL INITIAL HIGHEST --------------------------------------------
OF CUT-OFF DATE MORTGAGE CUT-OFF DATE MORTGAGE STATED U/W
MORTGAGE PRINCIPAL POOL PRINCIPAL INTEREST REMAINING NCF CUT-OFF DATE
LOAN TYPE LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO
- --------- -------- ------------ -------- ------------ -------- ---------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balloon Loan.............. 248 $673,633,692 92.35% $28,618,255 8.199% 113 1.34x 69.83%
Fully Amortizing Loan..... 17 48,659,458 6.67 13,152,356 7.810 225 1.31 67.02
ARD Loan.................. 3 7,147,010 0.98 3,705,428 7.724 116 1.44 60.25
--- ------------ ------ ----------- ----- --- ----- -----
Totals/Wtd.
Avg............. 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ===== =====
</TABLE>
S-48
<PAGE> 49
LOAN TERM, AMORTIZATION TERM AND SEASONING BY MORTGAGE LOAN TYPE
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
---------------------------------------------------------------
% OF ORIGINAL CALCULATED REMAINING
NUMBER TOTAL INITIAL TERM TO ORIGINAL TERM TO REMAINING
OF CUT-OFF DATE MORTGAGE MATURITY/ AMORTIZATION MATURITY/ AMORTIZATION
MORTGAGE PRINCIPAL POOL ARD TERM SEASONING ARD TERM
LOAN TYPE LOANS BALANCE BALANCE (MONTHS) (MONTHS) (MONTHS) (MONTHS) (MONTHS)
- --------- -------- ------------ -------- --------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balloon Loan.............. 248 $673,633,692 92.35%
Minimum................. 84 171 4 71 160
Maximum................. 240 360 33 230 356
Wtd. Avg................ 122 338 10 113 329
ARD Loan.................. 3 7,147,010 0.98
Minimum................. 120 300 19 99 279
Maximum................. 180 324 21 161 305
Wtd. Avg................ 136 305 20 116 285
Fully Amortizing Loan..... 17 48,659,458 6.67
--- ------------ ------
Minimum................. 144 142 6 137 135
Maximum................. 300 300 32 287 287
Wtd. Avg................ 247 246 21 225 225
Totals/Wtd.
Avg............. 268 $729,440,160 100.00% 131 332 11 120 321
=== ============ ====== === === == === ===
</TABLE>
Voluntary Prepayment Provisions. Fifty-three of the mortgage loans that we
intend to include in the trust, representing 13.05% of the initial mortgage pool
balance, provided as of the cut-off date for--
- a prepayment lock-out period during which voluntary prepayments are
prohibited, followed by
- a prepayment consideration period during which any voluntary principal
prepayment must be accompanied by prepayment consideration, followed by
- an open prepayment period during which voluntary principal prepayments
may be made without any prepayment considerations.
Thirty-six of the mortgage loans that we intend to include in the trust,
representing 4.30% of the initial mortgage pool balance, provided as of the
cut-off date for--
- a prepayment consideration period, followed by
- an open prepayment period.
The prepayment terms of each of the mortgage loans that we intend to
include in the trust are more particularly described in Annex A to this
prospectus supplement.
Generally, the prepayment restrictions relating to each of the pooled
mortgage loans do not apply to prepayments arising out of a casualty or
condemnation of the corresponding mortgaged real property. In addition,
prepayments of this type are generally not required to be accompanied by any
prepayment consideration. The aggregate characteristics of the prepayment
provisions of the pooled mortgage loans will vary over time as--
- lock-out periods expire and mortgage loans enter periods during which
prepayment consideration may be required in connection with principal
prepayments and, thereafter, enter open prepayment periods, and
- mortgage loans are prepaid, repurchased, replaced or liquidated following
a default or as a result of a delinquency.
As described below under "--Defeasance Loans", substantially all of the
pooled mortgage loans will permit the related borrower to obtain a full or
partial release of the corresponding mortgaged real property or properties from
the related mortgage lien by delivering U.S. government securities as substitute
S-49
<PAGE> 50
collateral. Except as described below under "--Defeasance Loans", none of these
mortgage loans will permit defeasance prior to the second anniversary of the
date of initial issuance of the offered certificates.
Prepayment Lock-out Periods. Two hundred thirty-two of the mortgage loans
that we intend to include in the trust, representing 95.70% of the initial
mortgage pool balance, provide for prepayment lock-out periods as of the cut-off
date. For these mortgage loans--
- the maximum remaining prepayment lock-out period as of that date,
exclusive of any part of the relevant period during which a defeasance
could occur, is 77 months,
- the minimum remaining prepayment lock-out period as of that date,
exclusive of any part of the relevant period during which a defeasance
could occur, is 17 months, and
- the weighted average remaining prepayment lock-out period as of that
date, exclusive of any part of the relevant period during which a
defeasance could occur, is 27 months.
Prepayment Consideration. Eighty-eight of the mortgage loans that we
intend to include in the trust, representing 16.62% of the initial mortgage pool
balance, provide for the payment of prepayment consideration in connection with
a voluntary prepayment during part of the loan term, commencing either
immediately following the origination date or at the expiration of an initial
prepayment lock-out period. That prepayment consideration is calculated:
- on the basis of a yield maintenance formula that is, in some cases,
subject to a minimum prepayment premium equal to a specified percentage
of the principal amount prepaid; or
- as a percentage, which may decline over time, of the amount prepaid; or
- as a combination of these two methods.
Prepayment premiums and yield maintenance charges received on the pooled
mortgage loans, whether in connection with voluntary or involuntary prepayments,
will be allocated and paid to the persons, in the amounts and in accordance with
the priorities described under "Description of the Offered Certificates--
Payments--Payments of Prepayment Premiums and Yield Maintenance Charges" in this
prospectus supplement. Limitations may exist under applicable state law on the
enforceability of the provisions of the pooled mortgage loans that require
payment of prepayment premiums or yield maintenance charges. Neither we nor any
of the underwriters makes any representation or warranty as to the
collectability of any prepayment premium or yield maintenance charge with
respect to any of those mortgage loans. See "Certain Legal Aspects of Mortgage
Loans--Default Interest and Limitations on Prepayments" in the accompanying
prospectus.
Due-on-Sale and Due-on-Encumbrance Provisions. All of the mortgage loans
that we intend to include in the trust contain both a due-on-sale clause and a
due-on-encumbrance clause. In general, except for the permitted transfers
discussed in the next paragraph, these clauses either--
- permit the holder of the related mortgage to accelerate the maturity of
the mortgage loan if the borrower sells or otherwise transfers or
encumbers the corresponding mortgaged real property, or
- prohibit the borrower from doing so without the consent of the holder of
the mortgage.
See "Description of the Agreements--Due-on-Sale and Due-on-Encumbrance
Provisions" and "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and
Due-on-Encumbrance Provisions" in the accompanying prospectus.
All of the mortgage loans that we intend to include in the trust permit one
or more of the following types of transfers:
- transfers of the corresponding mortgaged real property if specified
conditions are satisfied, which conditions normally include the
reasonable acceptability of the transferee to the lender;
- a transfer of the corresponding mortgaged real property to a person that
is affiliated with or otherwise related to the borrower;
S-50
<PAGE> 51
- transfers by the borrower of the corresponding mortgaged real property to
specified entities or types of entities;
- transfers of ownership interests in the related borrower for
estate-planning purposes; or
- transfers of non-controlling ownership interests in the related borrower.
Defeasance Loans. One hundred eighty of the mortgage loans that we intend
to include in the trust, representing 83.38% of the initial mortgage pool
balance, permit the borrower to deliver U.S. government securities as substitute
collateral.
Each of these mortgage loans permits the related borrower, during specified
periods and subject to specified conditions, to pledge to the holder of the
mortgage loan the requisite amount of direct, non-callable U.S. government
securities and obtain a full or partial release of the mortgaged real property
or properties. In general, the U.S. government securities that are to be
delivered in connection with the defeasance of any mortgage loan must provide
for a series of payments that--
- will be made prior, but as closely as possible, to all successive due
dates through and including the maturity date, and
- will, in the case of each due date, be in a total amount equal to or
greater than the monthly debt service payment, including any applicable
balloon payment, scheduled to be due on that date, with any excess to be
returned to the related borrower.
For purposes of determining the defeasance collateral for an ARD Loan,
however, that mortgage loan will be treated as if a balloon payment is due on
its anticipated repayment date.
If fewer than all of the mortgaged real properties securing any particular
mortgage loan or group of cross-collateralized mortgage loans are to be released
in connection with any defeasance, the requisite defeasance collateral will be
calculated based on the allocated loan amount for the properties to be released
and the portion of the monthly debt service payments attributable to that
allocated loan amount.
In connection with any delivery of defeasance collateral, the related
borrower will be required to deliver a security agreement granting the trust a
first priority security interest in the collateral.
In general, no borrower will be permitted to defease the related mortgage
loan prior to the second anniversary of the date of initial issuance of the
offered certificates, with the following exceptions:
<TABLE>
<CAPTION>
MORTGAGED REAL PROPERTY EARLIEST DEFEASANCE DATE
- ----------------------- ------------------------
<S> <C>
Heritage House Apartments............................... January 1, 2002
420 Group............................................... February 1, 2002
The Chalet Apartments................................... February 1, 2002
Fox Tile................................................ February 1, 2002
Garden Apartments....................................... March 1, 2002
Meadowlark Apartments................................... March 1, 2002
Willow Glen Plaza....................................... March 1, 2002
Holiday Inn Express..................................... April 1, 2002
Park Place Apartments................................... April 1, 2002
The Town Center......................................... April 1, 2002
Comfort Inn -- Milledgeville............................ April 1, 2002
Lake Forest North Apartments............................ April 1, 2002
Frisco South Shopping Center............................ May 1, 2002
904-912 21st Avenue..................................... May 1, 2002
The Villa Apartments.................................... May 1, 2002
Las Posados Shopping Center............................. May 1, 2002
</TABLE>
S-51
<PAGE> 52
The respective mortgage loans relating to the mortgaged real properties
identified in the foregoing table, are each the primary asset of a single loan
REMIC. The startup day of each of those single loan REMICs is at least two years
prior to the earliest defeasance date of the related mortgage loan.
ADDITIONAL LOAN AND PROPERTY INFORMATION
Escrows and Reserves. Two hundred forty-nine mortgage loans, representing
89.15% of the initial mortgage pool balance, that are secured by 258 underlying
mortgaged real properties, provide for monthly escrows for real estate taxes for
the underlying mortgaged real properties. Two hundred forty-one mortgage loans,
representing 85.65% of the initial mortgage pool balance, that are secured by
247 underlying mortgaged real properties, provide for monthly escrows for
property insurance for the underlying mortgaged real properties. For those
mortgaged real properties where real estate taxes or property insurance are not
escrowed, it is typically the case that the property is occupied by a single
tenant who is responsible for paying real estate taxes or insurance directly.
One hundred eighty-eight mortgage loans, representing 85.39% of the initial
mortgage pool balance and that are secured by 196 underlying mortgaged real
properties, have an initial escrow deposit or an ongoing monthly deposit for
replacement reserves. Shown in Annex A is the amount of funds deposited into the
replacement reserves escrow account at loan origination and the annualized
monthly escrow deposit, if any. In some cases, the initial deposit amount may
have been funded with a letter of credit in lieu of a cash deposit.
The monthly escrow deposit used to determine the annualized figure is the
monthly escrow amount that was collected in February, 2000. There is no
assurance that this amount will continue to be escrowed in the future. In some
instances, the borrower may be released from its obligation to fund a monthly
replacement reserves escrow upon certain conditions being met, such as a maximum
escrow balance being attained, a certain date being reached, or a certain tenant
signing or extending its lease. Likewise, there may be cases where, although
there is currently no monthly escrow amount, one may be required to be funded in
the future, upon certain conditions being met.
One hundred fifty mortgaged real properties, securing 67.23% of the initial
mortgage pool balance, are properties for which tenant improvements and leasing
commissions are appropriate. One hundred four of the mortgage loans, secured by
105 underlying mortgaged real properties and representing 73.17% of the total
cut-off date principal balance of loans secured by properties for which tenant
improvements and leasing are considered appropriate, provide for an initial
escrow deposit or an ongoing monthly deposit for tenant improvements and leasing
commissions. Shown in Annex A is the amount of funds deposited into the tenant
improvements and leasing commissions escrow account at loan origination and the
annualized monthly escrow deposit, if any. In some cases, the initial deposit
amount may have been funded with a letter of credit in lieu of a cash deposit.
The monthly escrow deposit used to determine the annualized figure is the
monthly escrow amount that was collected in February, 2000. There is no
assurance that this amount will continue to be escrowed in the future. In some
instances, the borrower may be released from its obligation to fund a monthly
replacement reserves escrow upon certain conditions being met, such as a maximum
escrow balance being attained, a certain date being reached, or a certain tenant
signing or extending its lease. Likewise, there may be cases where although
there is currently no monthly escrow amount, one may be required to be funded in
the future, upon certain conditions being met.
Delinquencies. Except for one loan, representing 0.31% of the initial
mortgage pool, none of the mortgage loans that we intend to include in the trust
was as of the cut-off date, or has been at any time during the 12-month period
preceding that date, 30 days or more delinquent with respect to any monthly debt
service payment. In the case of the sole exception, the related borrower missed
a single monthly debt service payment due in November 1999. The default was
remedied in December 1999, and the related mortgage loan seller has indicated
that the reason for the default was administrative error on the part of the
related borrower in connection with a change in the borrower's bank accounts.
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Tenant Matters. Described and listed below are special considerations
regarding tenants at the mortgaged real properties for the mortgage loans that
we intend to include in the trust--
- Ninety-seven of the mortgaged real properties, securing 49.70% of the
initial mortgage pool balance, are, in each case, a commercial property
that is leased to one or more major tenants that each occupy at least 25%
or more of the net rentable area of the particular property. A number of
companies are major tenants at more than one of the mortgaged real
properties.
- Thirty-one of the mortgaged real properties, securing 16.58% of the
initial mortgage pool balance, are either wholly owner-occupied or leased
to a single tenant. Fifty-nine of the mortgaged real properties, securing
31.61% of the initial mortgage pool balance, are more than 50% owner
occupied.
- There are several cases in which a particular entity is a tenant at more
than one of the mortgaged real properties, and although it may not be a
major tenant at any of those properties, it is significant to the success
of the properties.
- Two of the mortgaged real properties, securing 1.33% of the initial
mortgage pool balance, have major tenants, including Orange County,
California and Grand Union Company, that have been the subject of a
bankruptcy proceeding.
- Eight of the mortgaged real properties, securing 2.42% of the initial
mortgage pool balance, are multifamily rental properties that have
material concentrations of student tenants. Furthermore, six of these
properties, securing 1.80% of the initial mortgage pool balance, secure
the same loan and are located in the same submarket.
Ground Leases. Nine of the mortgage loans that we intend to include in the
trust, representing 8.10% of the initial mortgage pool balance, are secured, in
whole or in material part, by a mortgage lien on the borrower's leasehold
interest in the corresponding mortgaged real property. In each case, the term of
the related ground lease, giving effect to all extension options, expires more
than ten years after the stated maturity of the related mortgage loan.
Furthermore, in all but one case, the ground lessor has agreed to give the
holder of that mortgage loan notice of, and the right to cure, any default or
breach by the ground lessee. In the case of one mortgaged real property,
securing 0.70% of the initial mortgage pool balance, the leasehold mortgagee has
no express right of notice, and no express right to cure any default or breach
by the ground lessee; however, the ground lessee has prepaid the ground rent due
for the duration of the remaining lease term.
See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold
Considerations" in the accompanying prospectus.
Additional and Other Financing. None of the mortgaged real properties are
encumbered by secured subordinate debt. However, borrowers that do not meet
special purpose entity criteria generally do not have any restriction on the
incurrence of unsecured debt. One hundred-nine of the mortgage loans that we
intend to include in the trust, representing 17.11% of the initial mortgage pool
balance, are owned by borrowers that are not considered to be special purpose
entities. Additional debt, in any form, may cause a diversion of funds from
property maintenance and increase the likelihood that the borrower will become
the subject of a bankruptcy proceeding. See "Certain Legal Aspects of Mortgage
Loans--Subordinate Financing" in the accompanying prospectus.
In the case of some of the mortgage loans that we intend to include in the
trust, one or more of the principals of the related borrower may have incurred
mezzanine debt. Mezzanine debt is debt that is secured by the principal's
ownership interest in the borrower. This type of financing effectively reduces
the indirect equity interest of any principal in the corresponding mortgaged
real property. With respect to two of the mortgaged loans, which are
cross-collateralized and which represent 3.25% of the initial mortgage pool
balance, the entity that owns both the managing member and the non-managing
member of each of the limited liability company borrowers has incurred mezzanine
debt, as of the origination date of the mortgage loans. The related mortgage
loan seller has executed an intercreditor agreement with the
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mezzanine lender which gives cure rights to the mezzanine lender. While the
mezzanine lender has no security interest in or rights to the related mortgaged
real properties, a default under the mezzanine loan could cause a change in
control of the related borrower.
Except as disclosed under this "--Additional and Other Financing"
subsection, we have not been able to confirm whether the respective borrowers
under the mortgage loans that we intend to include in the trust have any other
debt outstanding.
UNDERWRITING MATTERS
General. In connection with the origination of each of the pooled mortgage
loans, the related originator of the mortgage loan evaluated the corresponding
mortgaged real property or properties in a manner generally consistent with the
standards described below.
Environmental Reports. A third-party environmental consultant prepared an
Environmental Report, or updated a previously prepared Environmental Report, for
215 mortgaged real properties, securing 90.57% of the initial mortgage pool
balance. Those Environmental Reports were prepared or updated--
- in the case of 73 mortgaged real properties, securing 42.77% of the
initial mortgage pool balance, during the 12-month period ending on June
1, 2000,
- in the case of 118 mortgaged real properties, securing 39.37% of the
initial mortgage pool balance, during the 12-month period ending on June
1, 1999, and
- in the case of 24 mortgaged real properties, securing 8.43% of the
initial mortgage pool balance, on or before June 1, 1998.
For the remaining 63 mortgaged real properties, securing 9.43% of the initial
mortgage pool balance, environmental insurance was obtained in lieu of preparing
or updating an Environmental Report.
In the case of 163 mortgaged real properties, representing 86.13% of the
initial mortgage pool balance, the Environmental Reports were Phase I
environmental studies meeting ASTM standards. In the case of 52 mortgaged real
properties, representing 4.44% of the initial mortgage pool balance, the
above-referenced Environmental Reports were environmental screening assessments
or transaction screens. In general, environmental screening assessments or
transaction screens were performed in connection with the origination of
mortgage loans with principal balances below $2,000,000 million. The
environmental investigation at any particular mortgaged real property did not
necessarily cover all potential environmental issues. For example, tests for
radon, lead-based paint and lead in water were generally performed only at
multifamily rental properties and only when the originator of the related
mortgage loan believed this testing was warranted under the circumstances.
The above-described environmental investigation identified various adverse
or potentially adverse environmental conditions at some of the mortgaged real
properties. In many cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint and/or radon. Where these
substances were present, and depending upon the condition of the substances, the
environmental consultant generally recommended, and the related loan documents
then required--
- the establishment of an operation and maintenance plan to address the
issue, or
- an abatement or removal program.
In other cases, where the environmental consultant recommended specific
remediation of an adverse environmental condition, the related originator of the
mortgage loan in substantially all cases required the related borrower either:
1. to carry out the specific remedial measures prior to closing; or
2. to carry out the specific remedial measures post-closing and either--
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- deposit with the lender a cash reserve in an amount equal to 100%
to 125% of the estimated cost to complete the remedial measures, or
- provide environmental insurance with respect to the particular
problem.
However, some borrowers under the mortgage loans have not satisfied all
post-closing obligations required by the related loan documents with respect to
environmental matters. There can be no assurance that these obligations or the
recommended operations and maintenance plans have been or will continue to be
implemented. If any adverse environmental conditions are not properly addressed
or monitored and maintained over time by the related borrower, it could result
in a significant loss or environmental liability for the trust.
In a few cases, the environmental consultant did not recommend that any
action be taken with respect to a potential adverse environmental condition at a
mortgaged real property because the responsible party or parties with respect to
that condition had already been identified. However, there can be no assurance
that the responsible party or parties, in each case, are financially able or
will actually correct the problem.
In some cases, the Environmental Report for a mortgaged real property
identified potential environmental problems at nearby properties, including but
not limited to spills of hazardous materials and leaking underground storage
tanks. These Environmental Reports indicated, however, that--
- the subject mortgaged real property had not been affected or had been
minimally affected,
- the potential for the problem to affect the subject mortgaged real
property was limited, or
- the person or persons responsible for remediation had been identified.
The information contained in this prospectus supplement regarding
environmental conditions at the mortgaged real properties is based on the
environmental site assessments referred to in this "--Environmental Reports"
subsection and has not been independently verified by--
- us, or
- either of the mortgage loan sellers,
- any of the underwriters,
- the master servicer,
- the special servicer,
- the trustee, or
- the affiliates of any of these parties.
There can be no assurance that the environmental assessments or studies, as
applicable, identified all environmental conditions and risks at, or that any
environmental conditions will not have a material adverse effect on the value of
or cash flow from, one or more of the mortgaged real properties or will not
result in a claim for damages by a party injured by the condition.
The pooling and servicing agreement requires that the special servicer
obtain an environmental site assessment of a mortgaged real property prior to
acquiring title to the property or assuming its operation. This requirement
precludes enforcement of the security for the related mortgage loan until a
satisfactory environmental site assessment is obtained or until any required
remedial action is taken. In addition, there can be no assurance that the
requirements of the pooling and servicing agreement will effectively insulate
the trust from potential liability for a materially adverse environmental
condition at any mortgaged real property.
Environmental Insurance. In the case of 95 mortgage loans, representing
19.57% of the initial mortgage pool balance, the related mortgage loan seller
has obtained, or has the benefit of, and there will be assigned to the trust, an
impaired property policy covering environmental matters. In the case of 89
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mortgage loans, representing 12.95% of the initial mortgage pool balance, that
environmental policy is a group policy covering all the related mortgaged real
properties as a group. None of the mortgage loans covered by the group policy
has a cut-off date principal balance in excess of $3,600,000. In each of the
remaining cases described below, the environmental policy is an individual
policy that insures only the related mortgaged real property.
The premium for each of the environmental policies, including the group
policy, has been or, as of the date of initial issuance of the series 2000-C1
certificates, will be, paid in full.
The Group Policy. In general, the group policy referred to above provides
coverage for the following losses, subject to the applicable deductibles and
coverage limits discussed below, and further subject to the policy's conditions
and exclusions:
- if during the term of the policy, a borrower defaults under its mortgage
loan and adverse environmental conditions exist at levels above legal
limits on the related underlying real property, the insurer will
indemnify the insured for the outstanding principal balance of the
related mortgage loan on the date of the default, together with accrued
interest from the date of default until the date that the outstanding
principal balance is paid;
- if the insured becomes legally obligated to pay as a result of a claim
first made against the insured and reported to the insurer during the
term of the policy, for bodily injury, property damage or clean-up costs
resulting from adverse environmental conditions on, under or emanating
from an underlying real property, the insurer will cover that claim; and
- if the insured enforces the related mortgage, the insurer will thereafter
pay legally required clean-up costs for adverse environmental conditions
at levels above legal limits which exist on or under the acquired
underlying real property, provided that the appropriate party reported
those conditions to the government in accordance with applicable law.
The group policy does not cover adverse environmental conditions that the
trustee, the master servicer and/or the special servicer first became aware of
before the term of the policy unless those conditions were disclosed to the
insurer before the policy was issued. No individual claim under the group policy
may exceed $ , and the total claims under the group policy may not exceed
$ . The deductible under the group policy is $ per claim.
The group policy requires that the appropriate party associated with the
trust report a claim during the term of the policy, which extends five years
beyond the terms of the respective mortgage loans. It also does not cover claims
arising from environmental conditions that were known to the insured, but not
reported to the insurer, as of the time the policy was issued.
The group policy will be issued by American International Specialty Lines
Insurance Company.
The Putnam Loan. The mortgaged real property securing the Putnam Loan,
which represents 3.92% of the initial mortgage pool balance, is covered by an
environmental policy that, subject to various conditions and exclusions, insures
against:
- loss, consisting of judgment or settlement costs, incurred by the insured
for a claim, first made against the insured and reported to the insurer
during the policy period, for bodily injury or property damage arising
from contamination on the subject property;
- costs incurred by the insured for a claim, including the discovery of
pollution on the subject property, first made against the insured and
reported to the insurer during the policy period, for investigation and
clean-up of contamination on the subject property, so long as the
investigation or clean-up are required by environmental law; and
- legal defense expenses arising under the coverages described in the
preceding two bullet points.
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The environmental policy relating to the Putnam Loan does not provide
coverage for:
- claims arising from pollution on the subject property that was known to
the insured, but not reported to the insurer, as of the time the policy
was issued;
- claims arising out of conditions involving lead-based paint or asbestos;
and
- any underground storage tanks identified in two environmental reports
dated July 1998 with respect to the subject property.
The environmental policy for the Putnam Loan:
- has a short notice period for claims;
- a policy period that runs from July 15, 1998 to July 15, 2008;
- provides for a general per occurrence and total limit on liability of
$10,000,000 and $10,000,000, respectively;
- has a deductible of $50,000 per occurrence; and
- has been issued by Reliance Insurance Company of Illinois.
Other Individual Policies. In the case of five additional mortgage loans,
representing 2.70% of the initial mortgage pool balance, the originator
obtained, or required the borrower to obtain, an individual environmental
insurance policy for the benefit of the lender because there were one or more
environmental issues identified in the related environmental assessment that
could not be fully assessed, remediated and/or "closed out" from a regulatory
point of view prior to the time that the loan was expected to be assigned to the
trust. In the case of one of these mortgage loans, having a cut-off date
principal balance of $2,370,297, the originator has agreed that if the
environmental issue is fully assessed and, if necessary, remediated, to the
satisfaction of the appropriate state regulatory agency within one year of the
date the environmental insurance policy was obtained, the insurance policy will
be cancelled and the premium refunded to the borrower.
In the case of two mortgage loans, secured by the mortgaged real properties
identified on Annex A as the Flagship Wharf Commercial Condominium and The
Sports Authority, and which together represent 0.94% of the initial mortgage
pool balance, the individual insurance policy provides, subject to certain
additional terms and limitations, coverage substantially similar to that
provided under the group policy, except that the coverage is limited to the
outstanding balance of the related mortgage loan, there is no deductible and
there is no coverage for liability arising from asbestos or lead paint. In
addition, the policy period is February 8, 2000 to February 8, 2013 for the
Flagship Wharf loan and January 1, 2000 to January 1, 2020 for the Sports
Authority loan. The insurer under both policies is American International
Specialty Lines Insurance Company.
In the case of two other mortgage loans, secured by the mortgaged real
properties identified on Annex A as The Fleet Building and the BankBoston
Building, and which together represent 0.67% of the initial mortgage pool
balance, an individual policy applicable to the related properties provides
coverage for the following losses, subject to the applicable deductibles and
coverage limits discussed below, and further subject to the policy's conditions
and exclusions:
- third-party claims made against the insured for bodily injury, property
damage and legally-required clean-up costs resulting from pollution on or
migrating from the insured property; and
- legally-required clean-up costs incurred by the insured at the subject
property for contamination if--
1. the insured first became aware of the contamination during the policy
period, and
2. the contamination has been reported to the government in accordance
with law.
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This policy does not provide coverage for:
- claims arising from pollution known to senior or environmental officials
of the insured but not reported to the insurer before the policy was
issued; or
- claims arising from underground storage tanks identified in the policy,
or asbestos or lead paint.
This policy:
- has a short notice period for claims;
- has a policy period that runs from October 14, 1999 to October 14, 2009;
- provides for a general per occurrence and total limit on liability of
$5,000,000 and $5,000,000, respectively;
- has a deductible of $10,000 per occurrence;
- was issued by American International Specialty Lines Insurance Company;
and
- insures the borrower under the related mortgage loans and, by
endorsement, the originator of the related mortgage loans, but only for
the originator's liability arising out of the insured's ownership,
operation, maintenance or use of the insured property and only if the
originator is named in a suit as a co-defendant with the insured.
Finally, in the case of one other mortgage loan, secured by the mortgaged
real property identified on Annex A as 480 Sprague Street, and representing
1.09% of the initial mortgage pool balance, an individual policy provides
coverage for the following losses, subject to the applicable deductibles and
coverage limits discussed below, and further subject to the policy's conditions
and exclusions:
- third-party claims made against the insured during the policy period for
bodily injury, property damage and legally-required clean up costs
resulting from pollution on or migrating from the insured property.
This policy does not provide coverage for:
- claims arising from pollution known to senior or environmental officials
of the insured, but not reported to the insurer before the policy was
issued; or
- claims arising from underground storage tanks known to the insured before
the policy was issued, or asbestos or lead paint.
This policy:
- has a short notice period for claims;
- has a policy period from November 22, 1999 to November 22, 2009;
- provides for a general per occurrence and total limit on liability of
$1,000,000 and $2,000,000, respectively;
- has a deductible of $50,000 per incident;
- is issued by Gulf Underwriters Insurance Company; and
- names the originator of the related mortgage loan and its successors and
assigns as "named insureds."
Property Condition Assessments. Two hundred sixty-four of the mortgaged
real properties, securing 98.93% of the initial mortgage pool balance, were
inspected by professional engineers or architects. Ninety-eight of the mortgaged
real properties, securing 46.32% of the initial mortgage pool balance, were
inspected during the twelve-month period preceding the cut-off date. Two hundred
forty-two of the mortgaged real properties, securing 91.78% of the initial
mortgage pool balance, were inspected during the 24 month period preceding the
cut-off date. These inspections included an assessment of the mortgaged
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real properties' exterior walls, roofing, interior construction, mechanical and
electrical systems and general condition of the site, buildings and other
improvements located at each of the mortgaged real properties.
The inspections identified various deferred maintenance items and necessary
capital improvements at some of the mortgaged real properties. The resulting
inspection reports generally included an estimate of cost for any recommended
repairs or replacements at a mortgaged real property. When repairs or
replacements were recommended, the related borrower was required--
- to carry out necessary repairs or replacements, and
- in some instances, to establish reserves, generally in the amount of 125%
of the cost estimated in the inspection report, to fund deferred
maintenance or replacement items that the reports characterized as in
need of prompt attention.
There can be no assurance that another inspector would not have discovered
additional maintenance problems or risks, or arrived at different, and perhaps
significantly different, judgments regarding the problems and risks disclosed by
the respective inspection reports and the cost of corrective action.
Appraisals and Market Studies. An independent appraiser that is
state-certified and/or a member of the Appraisal Institute prepared an appraisal
of each of the mortgaged real properties securing the mortgage loans that we
intend to include in the trust, in order to establish the approximate value of
the property. For 99 of the mortgaged properties, securing 46.97% of the initial
mortgage pool balance, an appraisal was prepared during the 12-month period
ending on the cut-off date. For 258 of the mortgaged real properties, securing
93.45% of the initial mortgage pool balance and including the 99 mortgaged real
properties described in the previous sentence, an appraisal was prepared during
the 24-month period ending on the cut-off date. Those appraisals are the basis
for the appraised values for the respective mortgaged real properties set forth
on Annex A to this prospectus supplement.
Each of the appraisals referred to above represents the analysis and
opinions of the appraiser at or before the origination of the related mortgage
loan. The appraisals are not guarantees of, and may not be indicative of, the
present or future value of the subject mortgaged real property. There can be no
assurance that another appraiser would not have arrived at a different valuation
of any particular mortgaged real property, even if the appraiser used the same
general approach to, and the same method of, appraising that property. Neither
we nor any of the underwriters has confirmed the values of the respective
mortgaged properties in the appraisals referred to above.
In general, appraisals seek to establish the amount a typically motivated
buyer would pay a typically motivated seller. However, this amount could be
significantly higher than the amount obtained from the sale of a property under
a distress or liquidation sale.
In 229 cases, representing 92.67% of the initial mortgage pool balance,
either the appraisal upon which is based the appraised value for each mortgaged
real property shown on Annex A to this prospectus supplement, or a separate
letter, contains a statement by the respective appraiser to the effect that the
appraisal guidelines set forth in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989 were followed in preparing that appraisal.
However, neither we nor any of the underwriters, the related mortgage loan
seller or the related originator has independently verified the accuracy of this
statement.
Zoning and Building Code Compliance. Each mortgage loan seller has, with
respect to its pooled mortgage loans, examined whether the use and operation of
the related mortgaged real properties were in material compliance with all
zoning and land-use ordinance, rules, regulations and orders applicable to those
real properties at the time of origination. The mortgage loan sellers may have
considered--
- legal opinions,
- certifications from government officials,
- information contained in appraisals and surveys,
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- title insurance endorsements,
- representations by the related borrower contained in the related mortgage
loan documents, or
- property condition assessments undertaken by independent licensed
engineers,
in determining whether the mortgaged real properties were in compliance. Neither
mortgage loan seller has notice of any material existing violations with respect
to the mortgaged real properties securing its pooled mortgage loans.
In some cases, the use, operation or structure of a mortgaged real property
constitutes a permitted nonconforming use or structure. Generally, the
improvements on that mortgaged real property may not be rebuilt to their current
state in the event that those improvements are materially damaged or destroyed.
Where a mortgaged real property constitutes a permitted nonconforming use or
structure and the improvements on the particular property may not be rebuilt to
their current specifications in the event of a major casualty, the related
mortgage loan seller has determined that:
- the extent of the nonconformity is not material;
- sufficient insurance proceeds would be available to restore the mortgaged
real property in accordance with then-applicable requirements, and the
mortgaged real property, if permitted to be repaired or restored in
conformity with current law, would be adequate security for the related
mortgage loan;
- the risk that the mortgaged real property would suffer a material
casualty of a magnitude that applicable ordinances would require
conformity with current requirements, is remote: and/or
- the insurance proceeds together with the value of the remaining property
would be sufficient to pay the loan.
There is no assurance, however, that the conclusions of either mortgage loan
seller in this regard are correct.
Hazard, Liability and Other Insurance. Although exceptions exist, the loan
documents for each of the mortgage loans we intend to include in the trust
generally require the related borrower to maintain with respect to the
corresponding mortgaged real property the following insurance coverage:
- hazard insurance in an amount, subject to a customary deductible, that is
at least equal to the lesser of--
1. the outstanding principal balance of the mortgage loan, and
2. the full insurable replacement cost of the improvements located on
the insured property;
- if any portion of the property was in an area identified in the federal
register by the Flood Emergency Management Agency as having special flood
hazards, flood insurance meeting the requirements of the Federal
Insurance Administration guidelines in an amount that is equal to the
least of:
1. the outstanding principal balance of the related mortgage loan;
2. the full insurable value of the insured property, and
3. the maximum amount of insurance available under the National Flood
Insurance Act of 1968;
- comprehensive general liability insurance against claims for personal and
bodily injury, death or property damage occurring on, in or about the
insured property, in an amount customarily required by institutional
lenders; and
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- business interruption or rent loss insurance either in an amount not less
than 100% of the projected rental income or revenue from the insured
property for at least six months or, alternatively, in an amount as may
be required by the lender.
In general, the mortgaged real properties for the mortgage loans that we
intend to include in the trust, including those properties located in
California, are not insured against earthquake risks. Sixty-four of the
mortgaged real properties, securing 24.54% of the initial mortgage pool balance,
are located in areas that are considered to have a high earthquake risk. These
areas include all or parts of the states of California, Oregon, Washington, Utah
and Nevada. Except in the case of eight of these mortgaged real properties,
securing 0.46% of the initial mortgage pool balance, a third party consultant
conducted seismic studies to assess the probable maximum loss for the property.
In general, those studies were performed in accordance with generally accepted
industry standard assumptions and methodologies. Except in the case of two
mortgaged real properties, securing 0.18% of the initial mortgage pool balance,
when the resulting reports concluded that the subject property was likely to
experience a probable maximum loss in excess of 20% of the estimated replacement
cost of the improvements, the related originator required the borrower to obtain
earthquake insurance. However, since the studies did not all use the same
assumption, in assessing probable minimum loss, it is possible that some of the
mortgaged real properties that were considered unlikely to experience a probable
maximum loss in excess of 20% of estimated replacement cost might have been the
subject of a higher estimate had different assumptions been used.
SIGNIFICANT MORTGAGE LOANS
Putnam Investments (Polaroid Building N4).
General. The Putnam Loan has a cut-off date principal balance of
approximately $28,618,255. The Putnam Loan is evidenced by a single promissory
note in the original principal amount of $28,878,148 issued by Trumbell Center
Limited Partnership and Fairfield Mortgage Partners Limited Partnership, which
entities collectively constitute the borrower, to SBRC. The Putnam Loan is
secured by a single mortgage instrument encumbering a 231,000 square foot,
one-story class A office building located in Norwood, Massachusetts.
The Borrowers. The two entities comprising the borrower own the related
mortgaged real property in undivided interests as tenants in common. Each of
those entities is a special purpose limited partnership organized under the laws
of the Commonwealth of Massachusetts. The general partner of each of those
limited partnerships is a special purpose corporation with an independent
director. Each of the general partners is controlled by Jonathan G. Davis, his
wife Margot T. Davis and Paul R. Marcus.
Property Overview. Polaroid Corporation entered into a contract for sale
with Putnam Investments, a majority-owned subsidiary of the Marsh & McLennan
Companies, Inc., which in turn assigned its contract to the entities comprising
the borrower. Putnam Investments is leasing back the improvements on the related
mortgaged real property for fifteen years under a triple net lease. The Putnam
Loan was used to finance the acquisition of the property. The purchase price was
$33 million. The loan was funded in two stages:
- $18.6 million in July 1998 upon purchase; and
- $10.4 million in April 1999 upon Putnam taking occupancy of the property.
Prior to April 1999, Polaroid occupied the property as a sub-tenant of
Putnam.
Tenant. Putnam Investments occupies 100% of the property and is a
subsidiary of the Marsh & McLennan Companies, Inc., which has an A2 senior
unsecured debt rating from Moody's. Putnam Investments provides investment
management, administration, distribution and related services to mutual funds
sponsored by its affiliates and other institutional accounts. Putnam Investments
signed a 15 year triple net lease, scheduled to expire in July 2013, which has a
current rental rate of $13.41 per square foot and rent step-ups every five
years. Pursuant to the terms of the lease, the tenant is contractually obligated
to spend at least $25 million on site improvements within thirty months after
the commencement of the
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lease term, which will provide additional collateral for the Putnam Loan. Putnam
Investments has indicated to SBRC that it has plans to build a state-of-the-art
Investor Service Center, which will include a 100,000 square foot addition to
the existing building.
Environmental Issues. As part of its agreement to sell the related
mortgaged real property, Polaroid Corporation executed a tank removal and
remediation agreement and a use and occupancy agreement, providing access, which
agreements collectively required Polaroid Corporation to address, at Polaroid's
cost, a variety of issues identified in the Phase I and Phase II environmental
site assessments conducted by Putnam Investments as part of its site assessment,
consisting primarily of--
- abandoned underground fuel tanks,
- the presence of contaminants in sumps and floor drains; and
- localized areas of soil and groundwater contamination.
The entities comprising the borrower under the Putnam Loan have engaged an
environmental consultant to monitor Polaroid's activities. The consultant has
reported that Polaroid's obligations under the tank remediation agreement have
been completed, and that the parties are awaiting written acknowledgement from
the Massachusetts Department of Environmental Protection that the remedial
actions undertaken satisfied state cleanup standards without subjecting the
property to any activity or use limitations, using a presumption that the most
stringent groundwater classification would apply.
Putnam Investments has purchased an environmental impairment insurance
policy for the related mortgaged real property. That policy does not cover
losses resulting from the above-referenced underground tanks.
Reserves. Real estate taxes and insurance premiums are paid directly by
the tenant at the related mortgaged real property. They are required to be
escrowed with the lender under the Putnam Loan only upon a borrower default.
There is a replacement reserve escrow in the amount of $35,000 per year which is
required to be funded on a monthly basis throughout the life of the Putnam Loan.
Commencing in August 2012, all cash flow will be deposited into a supplemental
reserve account until the total reserve funds equals the sum of nine monthly
payments of principal and interest under the Putnam Loan. The reserve will be
released upon Putnam Investments renewing its lease for an additional 10 year
term expiring in July 2023.
THE MORTGAGE LOAN SELLERS
We did not originate any of the mortgage loans that we intend to include in
the trust. We will acquire those mortgage loans from the following entities:
- Salomon Brothers Realty Corp.--120 mortgage loans, representing 33.37% of
the initial mortgage pool balance; and
- Greenwich Capital Financial Products, Inc.--148 mortgage loans,
representing 66.63% of the initial mortgage pool balance.
Salomon Brothers Realty Corp. SBRC is a New York corporation primarily
engaged in the business of purchasing and originating commercial mortgage loans.
Its principal offices are located in New York, New York. SBRC is a direct,
wholly owned subsidiary of Salomon Brothers Holding Inc. and an affiliate of
both us and Salomon Smith Barney Inc.
Greenwich Capital Financial Products, Inc. GCFP is a Delaware corporation
and is engaged principally in the origination, purchase, sale and financing of
residential and commercial mortgage loans, consumer receivables and other
financial assets. GCFP also provides advisory services to originators and
servicers of those assets. The majority of the assets originated or purchased by
Greenwich are securitized and sold as mortgage-backed or asset-backed securities
through its affiliates. GCFP's principal office is located at 600 Steamboat
Road, Greenwich, Connecticut 06830. GCFP is an indirect wholly-owned
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subsidiary of National Westminister Bank Plc. and an affiliate of Greenwich
Capital Market, Inc., one of the underwriters.
The information in this prospectus supplement regarding the mortgage loan
sellers has, in each case, been provided by the respective mortgage loan
sellers, and we and the underwriters do not make any representations or
warranties as to the accuracy or completeness of this information.
ASSIGNMENT OF THE UNDERLYING MORTGAGE LOANS
On or before the date of initial issuance of the offered certificates, the
following transfers of the underlying mortgage loans will occur. In each case,
the transferor will assign the subject mortgage loans, without recourse, to the
transferee.
[MORTGAGE LOAN CHART]
In connection with the foregoing transfers, each mortgage loan seller will
be required to deliver the following documents, among others, to the trustee
with respect to each of its mortgage loans:
- either--
1. the original promissory note, endorsed without recourse to the order
of the trustee, or
2. if the original promissory note has been lost, a copy of that note,
together with a lost note affidavit;
- the original or a copy of the mortgage, together with originals or copies
of any intervening assignments of that document, in each case, unless the
particular document has not been returned from the applicable recording
office, with evidence of recording;
- the original or a copy of any separate assignment of leases and rents,
together with originals or copies of any intervening assignments of that
document, in each case, unless the particular document has not been
returned from the applicable recording office, with evidence of
recording;
- either--
1. a completed assignment of the related mortgage in favor of the
trustee, in recordable form, or
2. a certified copy of that assignment as sent for recording;
- either--
1. a completed assignment of any separate related assignment of leases
and rents in favor of the trustee, in recordable form, or
2. a certified copy of that assignment as sent for recording;
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- originals or copies of any related loan agreements;
- an original or copy of the lender's title insurance policy or, if a title
insurance policy has not yet been issued, a commitment for title
insurance marked-up at the closing of the mortgage loan;
- an assignment in favor of the trustee of each effective Uniform
Commercial Code financing statement in the possession of the transferor
or a certified copy of the assignment as sent for filing; and
- in those cases where applicable, the original or a copy of the related
ground lease.
The trustee, either directly or through a custodian, is required to hold
all of the documents delivered to it with respect to the pooled mortgage loans
in trust for the benefit of the series 2000-C1 certificateholders. Within a
specified period of time following that delivery, the trustee, directly or
through a custodian, will be further required to conduct a review of those
documents. The scope of the trustee's review of those documents will, in
general, be limited solely to confirming that they have been received. None of
the trustee, the master servicer, the special servicer or any custodian is under
any duty or obligation to inspect, review or examine any of the documents
relating to the pooled mortgage loans to determine whether the document is
genuine, valid, effective, enforceable, in recordable form or otherwise
appropriate for the represented purpose. The Trustee shall have no
responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form, whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction.
If--
- any of the above-described documents required to be delivered by either
mortgage loan seller to the trustee is not delivered or is otherwise
defective, and
- that omission or defect materially and adversely affects the value of, or
the interests of the series 2000-C1 certificateholders in, the subject
loan,
then the omission or defect will constitute a material document defect as to
which the series 2000-C1 certificateholders will have the rights against that
mortgage loan seller described under "--Cures, Repurchases and Substitutions"
below.
Within 30 days following the later of--
- the date on which the offered certificates are initially issued, and
- the date on which all recording information necessary to complete the
subject document is received by the trustee,
the trustee must submit for recording in the real property records of the
applicable jurisdiction each of the assignments of recorded loan documents in
its favor described above. Because most of the mortgage loans that we intend to
include in the trust are newly originated, many of those assignments cannot be
completed and recorded until the related mortgage and/or assignment of leases
and rents, reflecting the necessary recording information, is returned from the
applicable recording office.
REPRESENTATIONS AND WARRANTIES
As of the date of initial issuance of the offered certificates, each
mortgage loan seller will make, with respect to each mortgage loan that it is
selling to us for inclusion in the trust, representations and warranties
generally to the effect listed below, together with any other representations
and warranties as may be required by the rating agencies.
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The representations and warranties to be made by each mortgage loan seller
with respect to each mortgage loan that it is selling to us for inclusion in the
trust, will include:
- Immediately prior to its transfer of its mortgage loans to us, the
mortgage loan seller had good title to, and was the sole owner and holder
of, each of the mortgage loans, free and clear of any and all liens,
charges, encumbrances or any other ownership or participation interests
on, in or to the mortgage loan, other than, in some cases, either--
1. the right of the master servicer or a sub-servicer to master service
or primary service any mortgage loan, or
2. the lien of a warehouse lender on any mortgage loan, which lien will
be released contemporaneously with the transfer.
- Upon completion of the conveyance of its mortgage loans, the mortgage
loan seller will have validly and effectively conveyed to us all legal
and beneficial interest in and to its mortgage loans free and clear of
any pledge, lien or security interest created by or through the mortgage
loan seller.
- The mortgage loan seller had full right and authority to sell, assign and
transfer its mortgage loans to us.
- The information pertaining to its mortgage loans set forth in the
mortgage loan schedule attached to the related mortgage loan purchase
agreement was true and correct, and met the requirements of the related
mortgage loan purchase agreement, in all material respects as of the
cut-off date.
- As of the cut-off date, no mortgage loan was more than 30 days delinquent
in respect of any monthly debt service payment, without giving effect to
any applicable grace period.
- Each mortgage instrument securing a mortgage loan constitutes a legal,
valid and, enforceable first lien upon the borrower's interest in the
related mortgaged real property, including, without limitation, all
buildings located on the property and all fixtures attached to the
property, subject only to, and the mortgaged property is free and clear
of all encumbrances and liens having priority over the lien of that
mortgage instrument except for, the Permitted Encumbrances.
- The mortgage loan seller has not waived any material default, breach,
violation or event of acceleration existing under the related mortgage or
mortgage note, except that certain post-closing conditions or
requirements may not have yet been completed.
- There is no right of rescission, offset, abatement, diminution, defense
or counterclaim to any mortgage loan, including the defense of usury.
- The mortgage loan seller has not received actual notice and is not
otherwise aware that--
1. there is any proceeding pending or threatened for condemnation
affecting all or a material portion of any mortgaged real property
securing any of its mortgage loans or
2. there is any damage at any mortgaged real property securing any of
its mortgage loans that materially and adversely affects the value
of that property, except in such case where an escrow of funds
exists, or an effective insurance policy provides coverage,
sufficient to effect the necessary repairs and maintenance.
- At origination, each mortgage loan complied in all material respects with
all requirements of federal, state and local laws including, without
limitation, laws pertaining to usury, relating to the origination,
funding and terms of the mortgage loan.
- The proceeds of each mortgage loan have been fully disbursed, and there
is no requirement for future advances thereunder.
- The mortgage instrument and mortgage note for each mortgage loan and all
other documents to which the related borrower is a party and which
evidence or secure the mortgage loan, are each the legal, valid and
binding obligations of the related borrower, subject to any non-recourse
provisions
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and any applicable state anti-deficiency legislation, enforceable in
accordance with their respective terms, except as any enforcement may be
limited by bankruptcy, insolvency, reorganization, redemption, fraudulent
conveyance, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally and by general principles of
equity, and except that some provisions of the mortgage loan documents
are or may be unenforceable in whole or in part under applicable state or
federal laws, but the inclusion of these provisions does not render any
of the mortgage loan documents invalid as a whole, and the mortgage loan
documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits
afforded by the mortgage loan.
- There are no delinquent taxes, ground rents, water charges, sewer rents,
or other similar outstanding charges affecting the related mortgaged real
property that are not otherwise covered by an escrow of funds sufficient
to pay such charges.
- All escrow deposits, including capital improvements and environmental
remediation reserves, relating to each mortgage loan that were required
to be delivered to the lender under the terms of the related loan
documents, have been received and, to the extent of any remaining
balances of such escrow deposits, are in the possession or under the
control of the mortgage loan seller or its agents, which shall include
the master servicer.
- There are no delinquent taxes, ground rents, water charges, sewer rents
or other similar outstanding charges affecting the related mortgaged real
property for any mortgage loan that are not otherwise covered by an
escrow of funds sufficient to pay those charges.
- The lien of the mortgage instrument for each mortgage loan is insured by
a title insurance policy issued by a nationally recognized title
insurance company or its subsidiary that insures the originator, its
successors and assigns, as to the first priority lien of that mortgage in
the original principal amount of the related mortgage loan after all
advances of principal, subject only to the Permitted Encumbrances, except
that, if a title insurance policy has not yet been issued in respect of
any mortgage loan, a policy meeting the foregoing description is
evidenced by a commitment for title insurance "marked-up" at the closing
of the related mortgage loan.
If--
- there exists a breach of any of the above-described representations and
warranties made by either mortgage loan seller, and
- that breach materially and adversely affects the value of, or the
interests of the series 2000-C1 certificateholders in, the subject
mortgage loan,
then that breach will be a material breach as to which the series 2000-C1
certificateholders will have the rights against that mortgage loan seller
described under "--Cures, Repurchases and Substitutions" below.
CURES, REPURCHASES AND SUBSTITUTIONS
If there exists a material breach of any of the representations and
warranties made by either mortgage loan seller with respect to any of the
mortgage loans that it is selling to us for inclusion in the trust, as discussed
under "--Representations and Warranties" above, or a material document defect
with respect to any of those mortgage loans, as discussed under "--Assignment of
the Underlying Mortgage Loans" above, then that mortgage loan seller will be
required to take one of the following courses of action:
- remedy the material breach or the material document defect in all
material respects; or
- repurchase the affected mortgage loan at a price generally equal to the
sum of--
1. the Stated Principal Balance of that mortgage loan at the time of
purchase, plus
2. all unpaid and unadvanced interest, other than Post-ARD Additional
Interest and Default Interest, due with respect to that mortgage loan
through the due date in the collection period of purchase, plus
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3. all unreimbursed advances relating to that mortgage loan, together
with any unpaid interest on those advances owing to the party or parties
that made them; plus
4. any liquidation fee payable in connection with the repurchase; or
- prior to the second anniversary of the date of initial issuance of the
offered certificates, so long as it does not result in a qualification,
downgrade or withdrawal of any ratings assigned by Moody's and S&P to the
series 2000-C1 certificates, replace the affected mortgage loan with a
substitute mortgage loan that--
1. has comparable payment terms to those of the mortgage loan that is
being replaced, and
2. is acceptable to the controlling class representative.
If a mortgage loan seller replaces one mortgage loan with another, as
described in the third bullet point of the preceding paragraph, that mortgage
loan seller will be required to pay to the trust the amount, if any, by which--
- the price at which it would have had to purchase the removed mortgage
loan, as described in the second bullet point of the preceding paragraph,
exceeds
- the Stated Principal Balance of the substitute mortgage loan as of the
date it is added to the trust.
The time period within which a mortgage loan seller must complete the
remedy, repurchase or substitution described in the second preceding paragraph,
will generally be limited to 90 days following the earlier of our discovery or
receipt of notice of the subject material breach or material document defect, as
the case may be. However, in the case of a breach of representation and
warranty, if the responsible mortgage loan seller is diligently attempting to
correct the problem and the affected mortgage loan is not being specially
serviced, the responsible mortgage loan seller will be entitled to an additional
90 days to complete that remedy or repurchase.
The cure/repurchase/substitution obligations of each mortgage loan seller
described above will constitute the sole remedy available to the series 2000-C1
certificateholders in connection with a material breach of any of the
representations or warranties by the related mortgage loan seller, or a material
document defect, with respect to any mortgage loan in the trust. No other person
will be obligated to repurchase or replace any affected mortgage loan in
connection with a material breach of any of the representations and warranties
made by the related mortgage loan seller or in connection with a material
document defect, if the related mortgage loan seller defaults on its obligation
to do so.
CHANGES IN MORTGAGE POOL CHARACTERISTICS
The description in this prospectus supplement of the mortgage pool is based
upon the mortgage pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the cut-off date principal
payments due on the mortgage loans on or before the cut-off date. Prior to the
issuance of the offered certificates, one or more mortgage loans may be removed
from the mortgage pool if we consider the removal necessary or appropriate. A
limited number of other mortgage loans may be included in the mortgage pool
prior to the issuance of the offered certificates, unless including those
mortgage loans would materially alter the characteristics of the mortgage pool
as described in this prospectus supplement. We believe that the information in
this prospectus supplement will be generally representative of the
characteristics of the mortgage pool as it will be constituted at the time the
offered certificates are issued. However, the range of mortgage interest rates
and maturities, as well as the other characteristics of the pooled mortgage
loans described in this prospectus supplement, may vary, and the actual initial
mortgage pool balance may be as much as 5% larger or smaller than the initial
mortgage pool balance specified in this prospectus supplement.
A current report on Form 8-K will be available to purchasers of the offered
certificates on or shortly after the date of initial issuance of the offered
certificates. That current report on Form 8-K will be filed, together with the
pooling and servicing agreement, with the SEC within 15 days after the initial
issuance
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of the offered certificates. If mortgage loans are removed from or added to the
mortgage pool, that removal or addition will be noted in that current report on
Form 8-K.
SERVICING OF THE UNDERLYING MORTGAGE LOANS
GENERAL
The pooling and servicing agreement will govern the servicing of the
mortgage loans in the trust. The following summaries describe some of the
provisions of the pooling and servicing agreement relating to the servicing and
administration of the pooled mortgage loans and any real estate owned by the
trust. You should also refer to the accompanying prospectus, in particular the
section captioned "Description of the Agreements", for additional important
information regarding provisions of the pooling and servicing agreement that
relate to the rights and obligations of the master servicer and the special
servicer.
The pooling and servicing agreement provides that the master servicer and
the special servicer must each service and administer the pooled mortgage loans
and any real estate owned by the trust for which it is responsible, directly or
through sub-servicers, in accordance with--
- any and all applicable laws, and
- the express terms of the pooling and servicing agreement and the
respective mortgage loans.
Furthermore, to the extent consistent with the foregoing, the master
servicer and the special servicer must each service and administer the pooled
mortgage loans and any real estate owned by the trust for which it is
responsible in accordance with the Servicing Standard.
In general, the master servicer will be responsible for the servicing and
administration of--
- all mortgage loans in the trust as to which no Servicing Transfer Event
has occurred, and
- all worked-out mortgage loans in the trust as to which no new Servicing
Transfer Event has occurred.
The special servicer, on the other hand, will be responsible for the
servicing and administration of each mortgage loan in the trust as to which a
Servicing Transfer Event has occurred and is continuing. The special servicer
will also be responsible for the administration of each mortgaged real property
that has been acquired by the trust with respect to a defaulted mortgage loan
through foreclosure, deed-in-lieu of foreclosure or otherwise.
Despite the foregoing, the pooling and servicing agreement will require the
master servicer:
- to continue to collect information and, subject to the master servicer's
timely receipt of information from the special servicer, prepare all
reports to the trustee required to be collected or prepared with respect
to any specially serviced assets; and
- otherwise, to render other incidental services with respect to any
specially serviced assets.
Neither the master servicer nor the special servicer will have
responsibility for the performance by the other of its respective obligations
and duties under the pooling and servicing agreement, unless the same party acts
in both capacities.
The master servicer will transfer servicing of a pooled mortgage loan to
the special servicer, if it has not already done so, upon the occurrence of a
Servicing Transfer Event with respect to that mortgage loan. The special
servicer will return the servicing of that mortgage loan to the master servicer,
and that mortgage loan will be considered to have been worked-out, if and when
all Servicing Transfer Events with respect to that mortgage loan cease to exist.
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THE INITIAL MASTER SERVICER AND THE INITIAL SPECIAL SERVICER
GMAC Commercial Mortgage Corporation, a California corporation, will be the
initial master servicer and the initial special servicer with respect to the
mortgage pool. GMAC Commercial Mortgage Corporation is a wholly-owned direct
subsidiary of GMAC Commercial Holding Corporation, which in turn is a direct
subsidiary of GMAC Mortgage Group, Inc. GMAC Mortgage Group, Inc. is a wholly-
owned direct subsidiary of General Motors Acceptance Corporation. GMAC
Commercial Mortgage Corporation's principal offices are located at 650 Dresher
Road, Horsham, Pennsylvania 19044.
As of January 31, 2000, GMAC Commercial Mortgage Corporation had a total
multifamily and commercial mortgage loan servicing portfolio of approximately
$76.3 billion in total outstanding principal amount.
The information set forth in this prospectus supplement concerning GMAC
Commercial Mortgage Corporation has been provided by it. Neither we nor any of
the underwriters makes any representation or warranty as to the accuracy or
completeness of this information.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The Master Servicing Fee. The principal compensation to be paid to the
master servicer with respect to its master servicing activities will be the
master servicing fee.
The master servicing fee:
- will be earned with respect to each and every mortgage loan, including--
1. each specially serviced mortgage loan, if any, and
2. each mortgage loan, if any, as to which the corresponding mortgaged
real property has been acquired by the trust through foreclosure,
deed-in-lieu of foreclosure or otherwise following a default; and
- in the case of each mortgage loan, will--
1. accrue at a master servicing fee rate equal to the related
Administrative Fee Rate, as shown in Annex A, less 0.0075%,
2. be computed on the basis of the same principal amount and for the
same number of days respecting which any related interest payment due or
deemed due, as the case may be, on that mortgage loan is computed under
the terms of the related loan documents and applicable law, and
3. be payable monthly from amounts received in respect of interest on
that mortgage loan.
Additional Master Servicing Compensation. As additional master servicing
compensation, the master servicer will be entitled to receive any Prepayment
Interest Excesses collected with respect to the pooled mortgage loans.
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In addition, the following items collected on the pooled mortgage loans
will be allocated between the master servicer and the special servicer as
additional compensation in accordance with the pooling and servicing agreement:
- any late payment charges and Default Interest not otherwise applied to
pay the master servicer, the special servicer or the trustee, as
applicable, interest on advances made by that party with respect to any
pooled mortgage loan as described in this prospectus supplement; and
- any modification fees, assumption fees, assumption application fees,
consent/waiver fees and other comparable transaction fees and charges not
otherwise applied to cover related expenses.
The master servicer will be authorized to invest or direct the investment
of funds held in any account maintained by it that constitutes part of the
Certificate Account, or in any and all accounts maintained by it that are escrow
and/or reserve accounts, in Permitted Investments. The master servicer will be
entitled to retain any interest or other income earned on those funds and will
be required to cover any losses of principal from its own funds, to the extent
those losses are incurred with respect to investments made for the master
servicer's benefit. The master servicer is not required to cover any losses
which are solely the result of the bankruptcy or insolvency of the federal or
state depository institution or trust company holding any of those accounts.
Prepayment Interest Shortfalls. The pooling and servicing agreement
provides that, if any Prepayment Interest Shortfalls are incurred with respect
to the mortgage pool during any collection period, the master servicer must make
a non-reimbursable payment with respect to the related payment date in an amount
equal to the lesser of:
- the total of all Prepayment Interest Shortfalls incurred with respect to
the mortgage pool during that collection period; and
- the sum of--
1. the total of all Prepayment Interest Excesses, if any, collected
with respect to the mortgage pool during that collection period, and
2. with respect to each and every mortgage loan for which the master
servicer receives master servicing fees during that collection period, the
portion of those fees calculated at an annual rate of 0.02% per annum.
No other master servicing compensation will be available to cover Prepayment
Interest Shortfalls.
Any payment made by the master servicer with respect to any payment date to
cover Prepayment Interest Shortfalls will be included in the Available
Distribution Amount for that payment date. See "Description of the Offered
Certificates--Payments" in this prospectus supplement. If the amount of the
payment made by the master servicer with respect to any payment date to cover
Prepayment Interest Shortfalls is less than the total of all Prepayment Interest
Shortfalls incurred with respect to the mortgage pool during the related
collection period, then the resulting Net Aggregate Prepayment Interest
Shortfall will be allocated among the respective interest-bearing classes of the
series 2000-C1 certificates, in reduction of the interest payable on those
certificates, as and to the extent described under "Description of the Offered
Certificates--Payments--Payments of Interest" in this prospectus supplement.
Principal Special Servicing Compensation. The principal compensation to be
paid to the special servicer with respect to its special servicing activities
will be--
- the special servicing fee,
- the standby fee,
- the workout fee, and
- the liquidation fee.
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The Special Servicing Fee. The special servicing fee:
- will be earned with respect to--
1. each specially serviced mortgage loan, if any, and
2. each mortgage loan, if any, as to which the corresponding mortgaged
real property has been acquired by the trust through foreclosure,
deed-in-lieu of foreclosure or otherwise following a default;
- in the case of each mortgage loan described in the foregoing bullet
point, will--
1. accrue at a special servicing fee rate of 0.25% per annum, and
2. be computed on the basis of the same principal amount and for the
same number of days respecting which any related interest payment due or
deemed due, as the case may be, on that mortgage loan is computed under
the terms of the related loan documents and applicable law; and
- will be payable monthly from general collections on all the mortgage
loans and any REO Properties in the trust, that are on deposit in the
Certificate Account from time to time.
The Standby Fee. The special servicer's standby fee:
- will be earned with respect to each and every mortgage loan, including--
1. each specially serviced mortgage loan, if any, and
2. each mortgage loan, if any, as to which the corresponding mortgaged
real property has been acquired by the trust through foreclosure,
deed-in-lieu of foreclosure or otherwise following a default; and
- in the case of each mortgage loan, will--
1. accrue at a standby fee rate of 0.005% per annum,
2. be computed on the basis of the same principal amount and for the
same number of days respecting which any related interest payment due or
deemed due, as the case may be, on that mortgage loan is computed under
the terms of the related loan documents and applicable law, and
3. be payable monthly from amounts received in respect of interest on
that mortgage loan.
The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each worked-out mortgage loan in the
trust. The workout fee will be payable out of, and will be calculated by
application of a workout fee rate of 1.0% to, each payment of interest, other
than Default Interest and Post-ARD Additional Interest, and principal received
on the mortgage loan for so long as it remains a worked-out mortgage loan. The
workout fee with respect to any worked-out mortgage loan will cease to be
payable if a new Servicing Transfer Event occurs with respect to the loan or if
the related mortgaged real property becomes an REO Property. However, a new
workout fee would become payable if the mortgage loan again became a worked-out
mortgage loan with respect to that new Servicing Transfer Event. If the special
servicer is terminated other than for cause or resigns, it will retain the right
to receive any and all workout fees payable with respect to mortgage loans that
were worked-out during the period that it acted as special servicer and as to
which no new Servicing Transfer Event had occurred as of the time of its
termination or resignation. The successor special servicer will not be entitled
to any portion of those workout fees. Although workout fees are intended to
provide the special servicer with an incentive to better perform its duties, the
payment of any workout fee will reduce amounts payable to the series 2000-C1
certificateholders.
The Liquidation Fee. The special servicer will be entitled to receive a
liquidation fee with respect to each specially serviced mortgage loan in the
trust for which it obtains a full or discounted payoff from the related
borrower. The special servicer will also be entitled to receive a liquidation
fee with respect to any specially serviced mortgage loan or REO Property in the
trust as to which it receives any liquidation
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proceeds, condemnation proceeds or insurance proceeds, except as described in
the next paragraph. As to each specially serviced mortgage loan and REO Property
in the trust, the liquidation fee normally will be payable from, and will be
calculated by application of a liquidation fee rate of 1.0% to, the related
payment or proceeds, exclusive of any portion of that payment or proceeds that
represents a recovery of Default Interest, Post-ARD Additional Interest, a
prepayment premium or a yield maintenance charge. However, in the case of a
repurchase or replacement of any mortgage loan in the trust by a mortgage loan
seller for a breach of representation or warranty or for defective or missing
mortgage loan documentation, as described under "Description of the Mortgage
Pool--Cures, Repurchases and Substitutions" in this prospectus supplement, the
liquidation fee will be payable from, and will be calculated by application of a
liquidation fee rate of 0.25% to, the principal portion only of any cash amounts
received with respect to the repurchase or replacement.
Despite anything to the contrary described in the prior paragraph, no
liquidation fee will be payable based on, or out of, proceeds received in
connection with:
- the purchase of any defaulted mortgage loan or REO Property in the trust
by the master servicer, the special servicer or any holder or holders of
certificates of the series 2000-C1 controlling class, as described under
"--Sale of Defaulted Mortgage Loans" below; or
- the purchase of all of the mortgage loans and REO Properties in the trust
by the master servicer, the special servicer or any holder or holders of
certificates of the series 2000-C1 controlling class in connection with
the termination of the trust, or the exchange of 100% of the series
2000-C1 certificates for those mortgage loans and REO Properties, all as
described under "Description of the Offered Certificates--Termination" in
this prospectus supplement.
Although liquidation fees are intended to provide the special servicer with
an incentive to better perform its duties, the payment of any liquidation fee
will reduce amounts payable to the series 2000-C1 certificateholders.
Additional Special Servicing Compensation. The following items collected
on the pooled mortgage loans will be allocated between the master servicer and
the special servicer as additional compensation in accordance with the pooling
and servicing agreement:
- any late payment charges and Default Interest not otherwise applied to
pay the master servicer, the special servicer or the trustee, as
applicable, interest on advances made by that party with respect to any
pooled mortgage loan as described in this prospectus supplement; and
- any modification fees, assumption fees, assumption application fees,
consent/waiver fees and other comparable transaction fees and charges not
otherwise applied to cover related expenses.
The special servicer will be authorized to invest or direct the investment
of funds held in any account maintained by it that constitutes part of the
Certificate Account, in Permitted Investments. The special servicer will be
entitled to retain any interest or other income earned on the funds, but will be
required to cover any losses of principal of those investments from its own
funds without any right to reimbursement. THE SPECIAL SERVICER IS NOT REQUIRED
TO COVER ANY LOSSES WHICH ARE SOLELY THE RESULT OF THE BANKRUPTCY OR INSOLVENCY
OF THE FEDERAL OR STATE DEPOSITORY INSTITUTION OR TRUST COMPANY HOLDING ANY OF
THOSE ACCOUNTS.
Payment of Expenses; Servicing Advances. Each of the master servicer and
the special servicer will be required to pay its overhead and any general and
administrative expenses incurred by it in connection with its servicing
activities under the pooling and servicing agreement. The master servicer and
the special servicer will not be entitled to reimbursement for these expenses
except as expressly provided in the pooling and servicing agreement.
Any and all customary, reasonable and necessary out of pocket costs and
expenses incurred by the master servicer or the special servicer in connection
with the servicing of a pooled mortgage loan after a default, delinquency or
other unanticipated event, or in connection with the administration of any REO
Property, will be servicing advances. Servicing advances will be reimbursable
from future payments and other collections, including insurance proceeds,
condemnation proceeds and liquidation proceeds, in
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connection with the related mortgage loan or REO Property. In addition, the
special servicer may periodically require the master servicer to reimburse the
special servicer for any servicing advances made by it. Upon reimbursing the
special servicer for any servicing advance, the master servicer will be deemed
to have made the advance.
The special servicer may request the master servicer to make servicing
advances with respect to a specially serviced mortgage loan or REO Property, in
lieu of the special servicer's making that advance itself. The special servicer
must make the request in writing, in a timely manner that does not adversely
affect the interests of any series 2000-C1 certificateholder. The master
servicer must make the requested servicing advance within a specified number of
days following the master servicer's receipt of the request, accompanied by an
adequate description of the subject advance and back-up information. If the
request is timely and properly made, the special servicer will be relieved of
any obligations with respect to a servicing advance that it requests the master
servicer to make, regardless of whether or not the master servicer actually
makes that advance.
If the master servicer or the special servicer is required under the
pooling and servicing agreement to make a servicing advance, but neither does so
within ten days after the servicing advance is required to be made, then the
trustee will be required:
- if it has actual knowledge of the failure, to give the defaulting party
notice of its failure; and
- if the failure continues for three more business days, to make the
servicing advance.
Despite the foregoing discussion or anything else to the contrary in this
prospectus supplement, none of the master servicer, the special servicer or the
trustee will be obligated to make servicing advances that, in its judgment,
would not be ultimately recoverable from expected collections on the related
mortgage loan or REO Property. If the master servicer, the special servicer or
the trustee makes any servicing advance that it subsequently determines, in its
judgment, is not recoverable from expected collections on the related mortgage
loan or REO Property, it may obtain reimbursement for that advance, together
with interest on that advance, out of general collections on the mortgage loans
and any REO Properties on deposit in the Certificate Account from time to time.
The master servicer will be permitted to pay, and the special servicer may
direct the payment of, some servicing expenses directly out of the Certificate
Account without regard to the relationship between the expense and the funds
from which it is being paid. The most significant of those servicing expenses
relate to the remediation of any adverse environmental circumstance or condition
at any of the mortgaged real properties. In addition, the pooling and servicing
agreement will require the master servicer, at the direction of the special
servicer if a specially serviced asset is involved, to pay directly out of the
Certificate Account any servicing expense that, if advanced by the master
servicer or the special servicer, would not be recoverable from expected
collections on the related mortgage loan or REO Property. This is only to be
done, however, when the master servicer, or the special servicer if a specially
serviced asset is involved, has determined in accordance with the Servicing
Standard that making the payment is in the best interests of the series 2000-C1
certificateholders, as a collective whole.
The master servicer, the special servicer and the trustee will each be
entitled to receive interest on servicing advances made by them. The interest
will accrue on the amount of each servicing advance for so long as the servicing
advance is outstanding, at a rate per annum equal to the prime rate as published
in the "Money Rates" section of The Wall Street Journal, as that prime rate may
change from time to time. Interest accrued with respect to any servicing advance
will be payable at the time that advance is reimbursed--
- first, out of Default Interest and late payment charges collected on any
pooled mortgage loan during the collection period in which the advance is
reimbursed, and
- then, after the advance has been reimbursed, but only if and to the
extent that the Default Interest and late charges referred to in clause
first above were insufficient to cover the advance interest, out of any
amounts on deposit in the Certificate Account.
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SUB-SERVICERS
The master servicer and the special servicer may each delegate any of its
servicing obligations under the pooling and servicing agreement to any one or
more third-party servicers. The master servicer or the special servicer, as the
case may be, will remain obligated under the pooling and servicing agreement for
any duties delegated to a sub-servicer. Each sub-servicing agreement between the
master servicer or special servicer, as the case may be, and a sub-servicer must
provide that, if for any reason the master servicer or special servicer, as the
case may be, is no longer acting in that capacity, the trustee as successor to
the master servicer or special servicer or any other successor to the master
servicer or special servicer, as applicable, may:
- assume the party's rights and obligations under the sub-servicing
agreement;
- enter into a new sub-servicing agreement with the sub-servicer on terms
which are acceptable to the trustee or successor master servicer or
special servicer, as the case may be, and that sub-servicer; or
- terminate the sub-servicing agreement without cause and, except as
described in the next paragraph, without payment of any penalty or
termination fee.
However, if the sub-servicing agreement is with a sub-servicer specifically
identified in the pooling and servicing agreement, the trustee or any other
successor to the master servicer or special servicer, as applicable, may be
required to pay a termination fee in connection with the termination without
cause of that sub-servicer.
The master servicer and special servicer will each be required to monitor
the performance of sub-servicers retained by it. The master servicer and special
servicer will each be solely liable for all fees owed by it to any sub-servicer
retained by it, irrespective of whether its compensation under the pooling and
servicing agreement is sufficient to pay those fees. Each sub-servicer will be
reimbursed by the master servicer or special servicer, as the case may be, for
various expenditures which it makes, generally to the same extent the master
servicer or special servicer, as the case may be, would be reimbursed under the
pooling and servicing agreement.
THE CONTROLLING CLASS REPRESENTATIVE
Controlling Class. As of any date of determination, the controlling class
of series 2000-C1 certificateholders will be the holders of the most subordinate
class of series 2000-C1 certificates then outstanding, other than the class X
and R certificates, that has a total principal balance that is not less than 25%
of that class's original total principal balance. However, if no class of series
2000-C1 certificates, exclusive of the class X and R certificates, has a total
principal balance that satisfies this requirement, then the controlling class of
series 2000-C1 certificateholders will be the holders of the most subordinate
class of series 2000-C1 certificates then outstanding, other than the class X
and R certificates.
Election of the Controlling Class Representative. The controlling class of
series 2000-C1 certificateholders will be entitled to--
- select a representative having the rights and powers described under
"--The Controlling Class Representative--Rights and Powers of the
Controlling Class Representative" below, or
- replace an existing controlling class representative.
The trustee will be required to notify promptly all the certificateholders
of the series 2000-C1 controlling class that they may select a controlling class
representative upon:
- the receipt by the trustee of written requests for the selection of a
controlling class representative from series 2000-C1 certificateholders
entitled to a majority of the voting rights allocated to the controlling
class of series 2000-C1 certificateholders;
- the resignation or removal of the person acting as controlling class
representative; or
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- a determination by the trustee that the controlling class of series
2000-C1 certificateholders has changed.
The notice will explain the process for selecting a controlling class
representative. The appointment of any person as a controlling class
representative will not be effective until:
- the trustee has received notice, in any form acceptable to the trustee,
that the appointment of that person as controlling class representative
is acceptable to series 2000-C1 certificateholders entitled to a majority
of the voting rights allocated to the controlling class of series 2000-C1
certificateholders; and
- that person provides the trustee with--
1. written confirmation of its acceptance of its appointment,
2. an address and telecopy number for the delivery of notices and other
correspondence, and
3. a list of officers or employees of the person with whom the parties
to the pooling and servicing agreement may deal, including their names,
titles, work addresses and telecopy numbers.
Resignation and Removal of the Controlling Class Representative. The
controlling class representative may at any time resign by giving written notice
to the trustee and each certificateholder of the series 2000-C1 controlling
class. The series 2000-C1 certificateholders entitled to a majority of the
voting rights allocated to the controlling class of series 2000-C1
certificateholders, will be entitled to remove any existing controlling class
representative by giving written notice to the trustee and to the existing
controlling class representative.
Rights and Powers of the Controlling Class Representative. The controlling
class representative will be entitled to advise the special servicer with
respect to the following actions. In addition, the special servicer will not be
permitted to take any of the following actions as to which the controlling class
representative has objected in writing within ten business days of having been
notified in writing of the particular action and having been provided with all
reasonably requested information with respect to the particular action:
- any foreclosure upon or comparable conversion of, which may include
acquisitions of an REO Property, the ownership of any mortgaged real
properties securing those specially serviced mortgage loans in the trust
as come into and continue in default;
- any modification, amendment or waiver of a monetary term, including the
timing of payments, or any material non-monetary term of a specially
serviced mortgage loan in the trust;
- any proposed sale of a defaulted mortgage loan or REO Property out of the
trust for less than par, other than in connection with the termination of
the trust as described under "Description of the Offered
Certificates--Termination" in this prospectus supplement;
- any acceptance of a discounted payoff with respect to a specially
serviced mortgage loan in the trust;
- any determination to bring an REO Property held by the trust into
compliance with applicable environmental laws or to otherwise address
hazardous material located at the REO Property;
- any release of collateral for a specially serviced mortgage loan in the
trust, other than in accordance with the terms of, or upon satisfaction
of, that mortgage loan;
- any acceptance of substitute or additional collateral for a specially
serviced mortgage loan in the trust, other than in accordance with the
terms of that mortgage loan;
- any waiver of a due-on-sale or due-on-encumbrance clause with respect to
a pooled mortgage loan; and
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- any acceptance of an assumption agreement releasing a borrower from
liability under a pooled mortgage loan.
In addition, the controlling class representative may direct the special
servicer to take, or to refrain from taking, any actions as the controlling
class representative may consider advisable or as to which provision is
otherwise made in the pooling and servicing agreement.
Notwithstanding the foregoing, no advice, direction or objection given or
made by the controlling class representative, as contemplated by either of the
two preceding paragraphs, may:
- require or cause the special servicer to violate applicable law, the
terms of any pooled mortgage loan or any other provision of the pooling
and servicing agreement described in this prospectus supplement or the
accompanying prospectus, including the special servicer's obligation to
act in accordance with the Servicing Standard;
- result in an adverse tax consequence for the trust;
- expose the trust, us, the master servicer, the special servicer, the
trustee or any of our or their respective affiliates, directors,
officers, employees or agents, to any material claim, suit or liability;
or
- materially expand the scope of the special servicer's responsibilities
under the pooling and servicing agreement.
The special servicer is to disregard any advice, direction or objection on the
part of the controlling class representative that would have any of the effects
described in the immediately preceding four bullet points. Furthermore, the
special servicer will not be obligated to seek approval from the controlling
class representative for any actions to be taken by the special servicer with
respect to any particular specially serviced mortgage loan if--
- the special servicer has, as described in the first paragraph under this
"--Rights and Powers of the Controlling Class Representative" subsection,
notified the controlling class representative in writing of various
actions that the special servicer proposes to take with respect to the
work-out or liquidation of that mortgage loan, and
- for 60 days following the first of those notices, the controlling class
representative has objected to all of those proposed actions and has
failed to suggest any alternative actions that the special servicer
considers to be consistent with the Servicing Standard.
When reviewing the "Description of the Agreements" section in the
accompanying prospectus or the rest of this "Servicing of the Underlying
Mortgage Loans" section, it is important that you consider the effects that the
rights and powers of the controlling class representative discussed above could
have on the actions of the special servicer.
Liability to Borrowers. In general, any and all expenses of the
controlling class representative are to be borne by the holders of the
controlling class, in proportion to their respective percentage interests in
that class, and not by the trust. However, if a claim is made against the
controlling class representative by a borrower with respect to the pooling and
servicing agreement or any particular mortgage loan, the controlling class
representative is to immediately notify the trustee, the master servicer and the
special servicer. Subject to the discussion under "Description of the
Agreements--Special Servicers" and "--Certain Matters Regarding a Master
Servicer and the Depositor" in the accompanying prospectus, the special servicer
on behalf of the trust will assume the defense of the claim against the
controlling class representative, but only if--
- the special servicer, master servicer or the trust are also named parties
to the same action, and
- in the sole judgment of the special servicer,
1. the controlling class representative acted in good faith, without
negligence or willful misfeasance, with regard to the particular matter at
issue, and
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2. there is no potential for the special servicer or the trust to be an
adverse party in the action as regards the controlling class
representative.
Liability to the Trust and Other Certificateholders. The
certificateholders of the series 2000-C1 controlling class may have special
relationships and interests that conflict with those of the holders of one or
more classes of the offered certificates. In addition, the certificateholders of
the series 2000-C1 controlling class do not have any duties to the holders of
any other class of series 2000-C1 certificates. The certificateholders of the
series 2000-C1 controlling class may act solely in their own interests and, as
long as they act in accordance with the pooling and servicing agreement, will
have no liability to any other series 2000-C1 certificateholders for having done
so. No holder of an offered certificate may take any action against the
certificateholders of the series 2000-C1 controlling class for having acted
solely in their own interests, as long as they act in accordance with the
pooling and servicing agreement.
REPLACEMENT OF THE SPECIAL SERVICER
Series 2000-C1 certificateholders entitled to a majority of the voting
rights allocated to the controlling class of series 2000-C1 certificateholders
may terminate an existing special servicer and appoint a successor. In addition,
if the special servicer is terminated in connection with an event of default,
series 2000-C1 certificateholders entitled to a majority of the voting rights
allocated to the controlling class of series 2000-C1 certificateholders, may
appoint a successor. See "--Events of Default and Related Matters" below and
"Description of the Agreements--Events of Default" and "--Rights Upon Event of
Default" in the accompanying prospectus. In either case, any appointment of a
successor special servicer will be subject to, among other things, receipt by
the trustee of--
1. written confirmation from each of Moody's and S&P that the
appointment will not result in a qualification, downgrade or withdrawal of
any of the ratings then assigned by the rating agency to the series 2000-C1
certificates, and
2. the written agreement of the proposed special servicer to be bound
by the terms and conditions of the pooling and servicing agreement,
together with an opinion of counsel regarding, among other things, the
enforceability of the pooling and servicing agreement against the proposed
special servicer.
Subject to the foregoing, any certificateholder or any affiliate of a
certificateholder may be appointed as special servicer.
If the controlling class of series 2000-C1 certificateholders terminate an
existing special servicer without cause, then the reasonable out-of-pocket costs
and expenses of any related transfer of the servicing duties are to be paid by
the successor special servicer or the certificateholders that voted to remove
the terminated special servicer, as the parties may agree. Furthermore, the
terminated special servicer will be entitled to:
- payment out of the master servicer's custodial account for all accrued
and unpaid special servicing fees; and
- reimbursement by the successor special servicer for any outstanding
servicing advances made by the terminated special servicer, together with
interest.
Upon reimbursement, any advance will be treated as if it were made by the
successor special servicer.
BENEFICIAL OWNERS OF THE CONTROLLING CLASS
If the controlling class of series 2000-C1 certificates is held in
book-entry form, then any beneficial owner of those certificates whose identity
and beneficial ownership interest has been proven to the satisfaction of the
trustee, will be entitled--
- to receive all notices described under "--The Controlling Class
Representative" and "--Replacement of the Special Servicer" above, and
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- to exercise directly all rights described under "--The Controlling Class
Representative" and "--Replacement of the Special Servicer" above,
that it otherwise would if it were the registered holder of certificates of the
series 2000-C1 controlling class.
ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Subject to the discussion under "--The Controlling Class Representative"
above, the master servicer or the special servicer, as applicable, will be
required to determine, in a manner consistent with the Servicing Standard,
whether to exercise any right the lender under any pooled mortgage loan may have
under either a due-on-sale or due-on-encumbrance clause to accelerate payment of
that mortgage loan. However, except as described in the next sentence, neither
the master servicer nor the special servicer may waive its rights or grant its
consent under any due-on-sale or due-on-encumbrance clause unless it has
received written confirmation from each of Moody's and S&P that this action
would not result in the qualification, downgrade or withdrawal of any of the
then-current ratings then assigned by the rating agency to the series 2000-C1
certificates. With respect to due-on-sale clauses, this requirement will apply
only if the outstanding principal balance of the subject mortgage loan, together
with the total outstanding principal balance of all other pooled mortgage loans
that are cross-collateralized with the subject mortgage loan or have been made
to the same borrower or affiliated borrowers, either:
- represents one of the ten largest pooled mortgage loans or groups of
polled mortgage loans; or
- is equal to or greater than the lesser of --
(1) $15,000,000 and
(2) 2% of the then total principal balance of the mortgage pool.
In the case of due-on-encumbrance provisions, this requirement will always
apply. In addition, the master servicer may not waive its rights or grant its
consent under any due-on-sale or due-on-encumbrance clause without the consent
of the special servicer.
MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS
The special servicer, with respect to the specially serviced mortgage loans
in the trust, and the master servicer, with respect to the other pooled mortgage
loans, each may, consistent with the Servicing Standard, agree to:
- modify, waive or amend any term of any mortgage loan;
- extend the maturity of any mortgage loan;
- defer or forgive the payment of interest on and principal of any mortgage
loan;
- defer or forgive the payment of prepayment premiums, yield maintenance
charges and late payment charges on any mortgage loan;
- permit the release, addition or substitution of collateral securing any
mortgage loan; or
- permit the release, addition or substitution of the borrower or any
guarantor of any mortgage loan.
The ability of the special servicer or the master servicer to agree to any
of the foregoing, however, is subject to the discussion under "--The Controlling
Class Representative" and "--Enforcement of Due-on-Sale and Due-on-Encumbrance
Provisions" above and, further, to each of the following limitations, conditions
and restrictions:
- With limited exception, including with respect to some routine matters,
the master servicer may not agree to modify, waive or amend any term of,
or take any of the other above-referenced actions with respect to, any of
the pooled mortgage loans without the consent of the special servicer.
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- With limited exception, including with respect to Post-ARD Additional
Interest, the special servicer may not agree to or consent to the master
servicer's agreeing to modify, waive or amend any term of, or take or
consent to the master servicer's taking any of the other above-referenced
actions with respect to, any mortgage loan in the trust, if doing so
would--
1. affect the amount or timing of any related payment of principal,
interest or other amount payable under the mortgage loan, or
2. in the special servicer's judgment, materially impair the security
for the mortgage loan or reduce the likelihood of timely payment of
amounts due on the mortgage loan,
unless a material default on the mortgage loan has occurred or, in the
special servicer's judgment, a default with respect to payment on the
mortgage loan is reasonably foreseeable, and the modification, waiver,
amendment or other action is reasonably likely to produce a greater
recovery to the series 2000-C1 certificateholders, as a collective whole,
on a present value basis, than would liquidation.
- The special servicer may not extend or consent to the master servicer's
extending the date on which any balloon payment is scheduled to be due on
any mortgage loan in the trust to a date beyond the earliest of--
1. two years prior to the rated final payment date for the series
2000-C1 certificates, and
2. if the mortgage loan is secured by a lien solely or primarily on the
related borrower's leasehold interest in the corresponding mortgaged real
property, 20 years prior to the end of the then current term of the
related ground lease, plus any unilateral options to extend.
- Neither the master servicer nor the special servicer may make or permit
any modification, waiver or amendment of any term of, or take any of the
other above-referenced actions with respect to, any mortgage loan in the
trust that would--
1. cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a
REMIC under the Internal Revenue Code of 1986,
2. result in the imposition of any tax on prohibited transactions or
contributions after the startup date of any of REMIC I, REMIC II or REMIC
III under the Internal Revenue Code of 1986, or
3. adversely affect the status of any portion of the trust that is
intended to be a grantor trust under the Internal Revenue Code of 1986.
- The special servicer may not permit or consent to the master servicer's
permitting any borrower to add or substitute any real estate collateral
for any mortgage loan in the trust, unless the special servicer has
first--
1. determined, based upon an environmental assessment prepared by an
independent person who regularly conducts environmental assessments, at
the expense of the borrower, that--
- the additional or substitute collateral is in compliance with
applicable environmental laws and regulations, and
- that there are no circumstances or conditions present with respect to
the new collateral relating to the use, management or disposal of any
hazardous materials for which investigation, testing, monitoring,
containment, clean-up or remediation would be required under any then
applicable environmental laws or regulations, and
2. received confirmation from each of Moody's and S&P that the addition
or substitution of any real estate collateral will not result in a
qualification, downgrade or withdrawal of any rating then assigned by the
rating agency to a class of series 2000-C1 certificates.
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- Subject to limited exceptions, the special servicer may not release or
consent to the master servicer's releasing any material collateral
securing an outstanding mortgage loan in the trust other than in
accordance with the terms of, or upon satisfaction of, the mortgage loan.
The foregoing limitations, conditions and restrictions will not apply to
any of the acts referenced in this "--Modifications, Waivers, Amendments and
Consents" section that occurs automatically or results from the exercise of a
unilateral option by the related borrower, within the meaning of Treasury
Regulations Section 1.1001-3(c)(2)(iii), and, in any event, is required under
the terms of the subject mortgage loan in effect on the date of initial issuance
of the offered certificates. Also, neither the master servicer nor the special
servicer will be required to oppose the confirmation of a plan in any bankruptcy
or similar proceeding involving a borrower if, in its judgment, opposition would
not ultimately prevent the confirmation of the plan or one substantially
similar, despite the discussion above.
Notwithstanding the foregoing, the master servicer will be permitted, in
the case of an ARD Loan, after the related anticipated repayment date, to waive
any or all of the Post-ARD Additional Interest accrued on that mortgage loan, if
the related borrower is ready and willing to pay all other amounts due under the
mortgage loan in full, including the entire principal balance. However, the
master servicer's determination to waive the trust's right to receive that
Post-ARD Additional Interest--
- must be in accordance with the Servicing Standard, and
- will be subject to approval by the special servicer.
The pooling and servicing agreement will also limit the master servicer's and
the special servicer's ability to institute an enforcement action solely for the
collection of Post-ARD Additional Interest.
All material modifications, waivers and amendments entered into with
respect to the pooled mortgage loans are to be in writing. Each of the master
servicer and the special servicer must deliver to the trustee for deposit in the
related mortgage file, an original counterpart of the agreement relating to each
modification, waiver or amendment agreed to by it, promptly following its
execution.
REQUIRED APPRAISALS
Promptly following the occurrence of any Appraisal Trigger Event with
respect to any of the pooled mortgage loans, the special servicer must obtain,
and deliver to the trustee and master servicer a copy of, an appraisal of the
related mortgaged real property from an independent appraiser meeting the
qualifications imposed in the pooling and servicing agreement, unless an
appraisal had previously been obtained within the prior twelve months and there
has been no subsequent material change in the circumstances surrounding that
property.
Notwithstanding the foregoing, if the Stated Principal Balance of the
subject mortgage loan is less than $2,000,000, the special servicer may perform
a limited appraisal and a summary report or an internal valuation of the
mortgaged real property.
As a result of any appraisal or other valuation, it may be determined that
an Appraisal Reduction Amount exists with respect to the subject mortgage loan.
An Appraisal Reduction Amount is relevant to the determination of the amount of
any advances of delinquent interest required to be made with respect to the
affected mortgage loan. See "Description of the Offered Certificates--Advances
of Delinquent Monthly Debt Service Payments" in this prospectus supplement.
If an Appraisal Trigger Event occurs with respect to any mortgage loan in
the trust, then the special servicer will have an ongoing obligation to obtain
or perform, as the case may be, within 30 days of each anniversary of the
occurrence of that Appraisal Trigger Event, an update of the prior required
appraisal or other valuation. Based upon that update, the special servicer is to
redetermine and report to the trustee and the master servicer the new Appraisal
Reduction Amount, if any, with respect to the mortgage loan. This ongoing
obligation will cease if and when--
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- the subject mortgage loan has become a worked-out mortgage loan as
contemplated under "--General" above,
- the subject mortgage loan has remained current for at least three
consecutive monthly debt service payments, and
- no other Servicing Transfer Event has occurred with respect to the
subject mortgage loan during the preceding three months.
The cost of each required appraisal, and any update of that appraisal, will
be advanced by the special servicer or, at its direction, the master servicer
and will be reimbursable to the special servicer or the master servicer, as
applicable, as a servicing advance.
At any time that an Appraisal Reduction Amount exists with respect to any
mortgage loan in the trust, the controlling class representative will be
entitled, at its own expense, to obtain and deliver to the master servicer, the
special servicer and the trustee an appraisal that satisfies the criteria for a
required appraisal. Upon request of the controlling class representative, the
special servicer will be required to recalculate the Appraisal Reduction Amount
with respect to the subject mortgage loan based on that appraisal.
SALE OF DEFAULTED MORTGAGE LOANS
The pooling and servicing agreement grants to the master servicer, the
special servicer and any single certificateholder or group of certificateholders
of the series 2000-C1 controlling class, a right to purchase from the trust
defaulted mortgage loans in the priority described in the next paragraph.
If the special servicer has determined, in its judgment, that the sale of
any defaulted mortgage loan by the trust under the circumstances described below
in this paragraph, is in accordance with the Servicing Standard, the special
servicer must give prompt written notice of its determination to the trustee and
the master servicer. The trustee will then be required to provide a copy of that
notice to all certificateholders of the series 2000-C1 controlling class. Any
single certificateholder or group of certificateholders of the series 2000-C1
controlling class may, at its or their option, within a specified period after
receiving the notice from the trustee, purchase that defaulted mortgage loan
from the trust, at a cash price generally equal to--
- the Stated Principal Balance of the mortgage loan,
- all unpaid and unadvanced interest on the mortgage loan, other than any
Post-ARD Additional Interest and Default Interest, through the due date
in the collection period of purchase, and
- all unreimbursed advances with respect to the subject mortgage loan,
together with any interest on those advances payable to the parties that
made them.
If two or more separate certificateholders or groups of certificateholders of
the series 2000-C1 controlling class want to purchase the defaulted mortgage
loan, preference will be given to the certificateholder or group of
certificateholders with the largest interest in the series 2000-C1 controlling
class. If certificateholders of the series 2000-C1 controlling class have not
purchased that defaulted mortgage loan within the applicable period of their
having received the relevant notice, then for a limited period, either the
special servicer or the master servicer, in that order of priority, may at its
option purchase the defaulted mortgage loan from the trust at the same cash
price as was applicable for the certificateholders of the series 2000-C1
controlling class. Each of the master servicer and the special servicer may
designate an affiliate to complete the purchase.
The special servicer may offer to sell on behalf of the trust, any
defaulted mortgage loan not otherwise purchased as described in the preceding
paragraph, if and when the special servicer determines, consistent with the
Servicing Standard, that a sale would be in the best economic interests of the
series 2000-C1 certificateholders, as a collective whole. Any offer must be made
in a commercially reasonable manner for a period of not less than 15 days.
Subject to the discussion in the next paragraph and under "--The
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<PAGE> 82
Controlling Class Representative" above, the special servicer will be required
to accept the highest cash bid received from any person that is a fair price,
determined in accordance with the pooling and servicing agreement, for the
mortgage loan.
The special servicer will not be obligated to accept the highest cash bid
if the special servicer determines, in accordance with the Servicing Standard,
that rejection of the highest cash bid would be in the best interests of the
series 2000-C1 certificateholders, as a collective whole. Furthermore, subject
to the discussion under "--The Controlling Class Representative" above, the
special servicer may accept a lower cash bid from any person or entity, other
than itself or an affiliate, if it determines, in accordance with the Servicing
Standard, that acceptance of the bid would be in the best interests of the
certificateholders, as a collective whole. For example, the prospective buyer
making the lower bid may be more likely to perform its obligations or the terms,
other than the price, offered by the prospective buyer making the lower bid may
be more favorable.
Neither the trustee, in its individual capacity, nor any of its affiliates
may bid for or purchase from the trust any defaulted mortgage loan or any REO
Property. See "Description of the Agreements--Realization Upon Defaulted Whole
Loans" in the accompanying prospectus.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The special servicer will be required, at the expense of the trust, to
inspect or cause an inspection of the related corresponding mortgaged real
property as soon as practicable after any mortgage loan becomes a specially
serviced mortgage loan. Beginning in 2001, the master servicer or, in the case
of specially serviced mortgage loans and REO Properties in the trust, the
special servicer will be required, at its own expense, to inspect or cause an
inspection of each mortgaged real property at least once per calendar year, or,
in the case of each pooled mortgage loan with an unpaid principal balance of
under $2,000,000 once every two years. The master servicer and the special
servicer will each be required to prepare or cause the preparation of a written
report of each inspection performed by it that generally describes the condition
of the particular real property and that specifies--
- any sale, transfer or abandonment of the property of which the master
servicer or the special servicer, as applicable, is aware,
- any change in the property's condition, occupancy or value that the
master servicer or the special servicer, as applicable, in accordance
with the Servicing Standard, considers to be material, or
- any waste committed on the property that the master servicer or the
special servicer, as applicable, in accordance with the Servicing
Standard, considered to be material.
The special servicer, in the case of each specially serviced mortgage loan
in the trust, and the master servicer, in the case of each other mortgage loan
in the trust, will each be required to use reasonable efforts to collect from
the related borrower and review the following items, to the extent that those
items are required to be delivered under the related loan documents:
- the quarterly and annual operating statements, budgets and rent rolls of
the corresponding mortgaged real mortgaged property; and
- the quarterly and annual financial statements of the borrower.
The special servicer will also be required to cause quarterly and annual
operating statements, budgets and rent rolls to be prepared for each REO
Property in the trust. However, there can be no assurance that any operating
statements required to be delivered by a borrower will in fact be delivered, nor
is the master servicer or the special servicer likely to have any practical
means of compelling delivery.
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RESIGNATION OF THE MASTER SERVICER AND THE SPECIAL SERVICER
In addition to the circumstances described under "Description of the
Agreements--Certain Matters Regarding a Master Servicer and the Depositor" in
the accompanying prospectus, the master servicer and special servicer have the
right to resign, if--
- a willing successor to the resigning party has been found,
- the successor is acceptable to us,
- each of the rating agencies confirms that the successor's appointment
will not result in a qualification, downgrade or withdrawal of the rating
then assigned to the offered certificates,
- the resigning party pays all costs and expenses in connection with its
resignation,
- the successor accepts its appointment prior to the effectiveness of the
resignation of the master servicer or special servicer, as the case may
be.
DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL
The series 2000-C1 certificates will be issued, on or about June , 2000,
under the pooling and servicing agreement. They will represent the entire
beneficial ownership interest of the trust. The assets of the trust will
include:
- the pooled mortgage loans;
- any and all payments under and proceeds of the pooled mortgage loans
received after the cut-off date, exclusive of payments of principal,
interest and other amounts due on or before that date;
- the loan documents for the pooled mortgage loans;
- our rights under each of the mortgage loan purchase agreements between us
and the respective mortgage loan sellers;
- any REO Properties acquired by the trust with respect to defaulted
mortgage loans; and
- those funds or assets as from time to time are deposited in the
certificate account, as described under "Description of the
Agreements--Certificate Account" in the accompanying prospectus or the
interest reserve account, as described under "--Interest Reserve Account"
below.
The series 2000-C1 certificates will include the following classes--
- the A-1, A-2, B, C, D, E, F, G and X classes, which are the classes of
series 2000-C1 certificates that are offered by this prospectus
supplement, and
- the H, J, K, L, M, N, P, Y and R classes, which are the classes of series
2000-C1 certificates that--
1. will be retained or privately placed by us, and
2. are not offered by this prospectus supplement.
The class A-1, A-2, B, C, D, E, F, G, H, J, K, L, M, N and P certificates
are the only series 2000-C1 certificates that will have principal balances. The
principal balance of any of these certificates will represent the total payments
of principal to which the holder of the certificate is entitled over time out of
payments, or advances in lieu of payments, and other collections on the assets
of the trust. Accordingly, on each payment date, the principal balance of each
of these certificates will be permanently reduced by any payments of principal
actually made with respect to the certificate on that payment date. See
"--Payments" below. On any particular payment date, the principal balance of
each of these certificates
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<PAGE> 84
may also be permanently reduced, without any corresponding payment, in
connection with losses on the underlying mortgage loans and default-related and
otherwise unanticipated expenses. See "--Reductions in Certificate Principal
Balances in Connection With Realized Losses and Additional Trust Fund Expenses"
below.
The class X certificates will not have principal balances, and the holders
of the class X certificates will not be entitled to receive payments of
principal. However, each class X certificate will have a notional amount for
purposes of calculating the accrual of interest with respect to that
certificate. The total notional amount of all the class X certificates will
equal the total principal balance of all the Class A-1, A-2, B, C, D, E, F, G,
H, J, K, L, M, N and P certificates outstanding from time to time.
In general, principal balances and notional amounts will be reported on a
class-by-class basis. In order to determine the principal balance or notional
amount of any of your offered certificates from time to time, you may multiply
the original principal balance or notional amount of that certificate as of the
date of initial issuance of the offered certificates, as specified on the face
of that certificate, by the then-applicable certificate factor for the relevant
class. The certificate factor for any class of offered certificates, as of any
date of determination, will equal a fraction, expressed as a percentage, the
numerator of which will be the then outstanding total principal balance or
notional amount, as applicable, of that class, and the denominator of which will
be the original total principal balance or notional amount, as applicable, of
that class. Certificate factors will be reported monthly in the trustee's
report.
REGISTRATION AND DENOMINATIONS
General. The offered certificates will be issued in book-entry form in
original denominations of:
- in the case of the class X certificates, $1,000,000 initial notional
amount and in any whole dollar denomination in excess of $1,000,000; and
- in the case of the other offered certificates, $10,000 initial principal
balance and in any whole dollar denomination in excess of $10,000.
Each class of offered certificates will initially be represented by one or
more certificates registered in the name of Cede & Co., as nominee of The
Depository Trust Company. You will not be entitled to receive an offered
certificate issued in fully registered, certificated form, except under the
limited circumstances described under "Description of the
Certificates--Book-Entry Registration and Definitive Certificates" in the
accompanying prospectus. For so long as any class of offered certificates is
held in book-entry form--
- all references to actions by holders of those certificates will refer to
actions taken by DTC upon instructions received from beneficial owners of
those certificates through its participating organizations, and
- all references in this prospectus supplement to payments, notices,
reports, statements and other information to holders of those
certificates will refer to payments, notices, reports and statements to
DTC or Cede & Co., as the registered holder of those certificates, for
payment or transmittal, as applicable, to the beneficial owners of those
certificates through its participating organizations in accordance with
DTC's procedures.
The trustee or its agent will initially serve as registrar for purposes of
providing for the registration of the offered certificates and, if and to the
extent physical certificates are issued to the actual beneficial owners of any
of the offered certificates, the registration of transfers and exchanges of
those certificates.
For a discussion of DTC, see "Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in the accompanying prospectus.
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<PAGE> 85
INTEREST RESERVE ACCOUNT
The trustee must maintain an account in which it will hold the interest
reserve amounts described in the next paragraph with respect to those mortgage
loans that accrue interest on an actual/360 basis. That Interest Reserve Account
must be maintained in a manner and with a depository that satisfies rating
agency standards for similar securitizations as the one involving the offered
certificates. Funds held in the Interest Reserve Account will remain uninvested.
During January, except in a leap year, and February of each calendar year,
beginning in 2001, the trustee will, on or before the payment date in that
month, withdraw from the account maintained by it as part of the Certificate
Account and deposit in the Interest Reserve Account the interest reserve amount
with respect to each of the underlying mortgage loans that accrues interest on
an actual/360 basis and for which the monthly debt service payment due in that
month was either received or advanced. That interest reserve amount for each
mortgage loan will equal one day's interest accrued at the related mortgage
interest rate on the Stated Principal Balance of that loan as of the end of the
related collection period.
During March of each calendar year, beginning in 2001, the trustee will, on
or before the payment date in that month, withdraw from the Interest Reserve
Account and deposit in the account maintained by it as part of the Certificate
Account any and all interest reserve amounts then on deposit in the Interest
Reserve Account with respect to those underlying mortgage loans that accrue
interest on an actual/360 basis. All interest reserve amounts that are so
transferred from the Interest Reserve Account to the Certificate Account will be
included in the Available Distribution Amount for the March payment date.
PAYMENTS
General. On each payment date, the trustee will, subject to the available
funds, remit all payments required to be made on the series 2000-C1 certificates
on that date to the holders of record as of the close of business on the last
business day of the calendar month preceding the month in which those payments
are to occur. The final payment of principal and/or interest on any offered
certificate, however, will be made only upon presentation and surrender of that
certificate at the location to be specified in a notice of the pendency of that
final payment.
In order for a series 2000-C1 certificateholder to receive payments by wire
transfer on and after any particular payment date, that certificateholder must
provide the trustee with written wiring instructions no later than the last day
of the calendar month preceding the month in which that payment date occurs.
Otherwise, that certificateholder will receive its payments by check mailed to
it.
Cede & Co. will be the registered holder of your offered certificates, and
you will receive payments on your offered certificates through DTC and its
participating organizations, until physical certificates are issued, if ever.
See "--Registration and Denominations" above.
Payments of Interest. All of the classes of the series 2000-C1
certificates will bear interest, except for the Y and R classes.
With respect to each interest-bearing class of the series 2000-C1
certificates, that interest will accrue during each interest accrual period
based upon--
- the pass-through rate for that class and the related payment date,
- the total principal balance or notional amount, as the case may be, of
that class outstanding immediately prior to the related payment date, and
- the assumption that each year consists of twelve 30-day months.
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<PAGE> 86
On each payment date, subject to the Available Distribution Amount for that
date and the priorities of payment described under "--Payments--Priority of
Payments" below, the holders of each class of interest-bearing class of the
series 2000-C1 certificates will be entitled to receive--
- the total amount of interest accrued during the related interest accrual
period with respect to that class of series 2000-C1 certificates, reduced
by
- the portion of any Net Aggregate Prepayment Interest Shortfall for that
payment date that is allocable to that class of series 2000-C1
certificates.
If the holders of any interest-bearing class of the series 2000-C1
certificates do not receive all of the interest to which they are entitled on
any payment date, then they will continue to be entitled to receive the unpaid
portion of that interest on future payment dates, subject to the Available
Distribution Amounts for those future payment dates and the priorities of
payment described under "--Payments--Priority of Payments" below.
The portion of any Net Aggregate Prepayment Interest Shortfall for any
payment date that is allocable to any particular interest-bearing class of the
series 2000-C1 certificates will equal the product of:
- the amount of that Net Aggregate Prepayment Interest Shortfall,
multiplied by
- a fraction--
1. the numerator of which is the total amount of interest accrued
during the related interest accrual period with respect to that class of
certificates, and
2. the denominator of which is the total amount of interest accrued
during the related interest accrual period with respect to all of the
interest-bearing classes of the series 2000-C1 certificates.
Calculation of Pass-Through Rates. The initial pass-through rate for each
class of offered certificates is shown on page S-5.
The pass-through rate applicable to the class X certificates for each
subsequent payment date will equal the excess, if any, of--
- the Weighted Average Pool Pass-Through Rate for that payment date, over
- the weighted average of the pass-through rates for each of the other
interest-bearing classes of the series 2000-C1 certificates for that
payment date, weighted on the basis of the relative total principal
balances of those other classes of series 2000-C1 certificates
outstanding immediately prior to that payment date.
The pass-through rate for each other class of offered certificates for each
subsequent payment date will equal the lesser of--
- the initial pass-through rate for that class, and
- the Weighted Average Pool Pass-Through Rate for that payment date.
The calculation of the Weighted Average Pool Pass-Through Rate will be
unaffected by any change in the mortgage interest rate for any mortgage loan,
including in connection with any bankruptcy or insolvency of the related
borrower or any modification of that mortgage loan agreed to by the master
servicer or the special servicer.
The pass-through rate for each non-offered class of series 2000-C1
certificates, other than the class Y and R certificates, is fixed and will
remain constant at the initial pass-through rate set forth with respect to that
class on page S-5.
The class Y and R certificates will not be interest-bearing and, therefore,
will not have pass-through rates.
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<PAGE> 87
Payments of Principal. Subject to the relevant Available Distribution
Amount and the priority of payments described under "--Payments--Priority of
Payments" below, the total amount of principal payable with respect to each
class of the series 2000-C1 certificates, other than the class X, Y and R
certificates, on each payment date, will equal that class's allocable share of
the Total Principal Payment Amount for that payment date.
In general, the portion of the Total Principal Payment Amount that will be
allocated to the class A-1 and A-2 certificates on each payment date will equal:
- in the case of the class A-1 certificates, the lesser of--
1. the entire Total Principal Payment Amount for that payment date, and
2. the total principal balance of the class A-1 certificates
immediately prior to that payment date; and
- in the case of the class A-2 certificates, the lesser of--
1. the entire Total Principal Payment Amount for that payment date,
reduced by any portion of that amount allocable to the class A-1
certificates as described in the preceding bullet point, and
2. the total principal balance of the class A-2 certificates
immediately prior to that payment date.
However, if both of those classes are outstanding at a time when the total
principal balance of the class B, C, D, E, F, G, H, J, K, L, M, N and P
certificates has been reduced to zero as described under "--Reductions to
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" below, then the Total Principal Payment Amount for each
payment date thereafter will be allocable between those two classes on a pro
rata basis in accordance with their respective total principal balances
immediately prior to that payment date, in each case up to that total principal
balance.
WHILE THE CLASS A-1 AND A-2 CERTIFICATES ARE OUTSTANDING, NO PORTION OF THE
TOTAL PRINCIPAL PAYMENT AMOUNT FOR ANY PAYMENT DATE WILL BE ALLOCATED TO ANY
OTHER CLASS OF SERIES 2000-C1 CERTIFICATES.
Following the retirement of the class A-1 and A-2 certificates, the Total
Principal Payment Amount for each payment date will be allocated to the
respective classes of series 2000-C1 certificates identified in the table below
and in the order of priority set forth in that table, in each case up to the
lesser of--
- the portion of that Total Principal Payment Amount that remains
unallocated, and
- the total principal balance of the particular class immediately prior to
that payment date.
<TABLE>
<CAPTION>
ORDER OF ALLOCATION CLASS
- ------------------- -----
<S> <C>
1 B
2 C
3 D
4 E
5 F
6 G
7 H
8 J
9 K
10 L
11 M
12 N
13 P
</TABLE>
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<PAGE> 88
IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES 2000-C1 CERTIFICATES
LISTED IN THE FOREGOING TABLE BE ENTITLED TO RECEIVE ANY PAYMENTS OF PRINCIPAL
UNTIL THE TOTAL PRINCIPAL BALANCE OF THE CLASS A-1 AND A-2 CERTIFICATES IS
REDUCED TO ZERO. FURTHERMORE, IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF
SERIES 2000-C1 CERTIFICATES LISTED IN THE FOREGOING TABLE BE ENTITLED TO RECEIVE
ANY PAYMENTS OF PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF ALL OTHER CLASSES
OF SERIES 2000-C1 CERTIFICATES, IF ANY, LISTED ABOVE IT IN THE FOREGOING TABLE
IS REDUCED TO ZERO.
Loss Reimbursement Amounts. As discussed under "--Reductions of
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" below, the total principal balance of any class of series
2000-C1 certificates, other than the class X, Y and R certificates, may be
reduced without a corresponding payment of principal. If that occurs with
respect to any class of series 2000-C1 certificates, then, subject to the
relevant Available Distribution Amount and the priority of payment described
under "--Payments--Priority of Payments" below, the holders of that class will
be entitled to be reimbursed for the amount of that reduction, without interest.
Priority of Payments. On each payment date, the trustee will apply the
Available Distribution Amount for that date to make the following payments in
the following order of priority, in each case to the extent of the remaining
portion of that Available Distribution Amount:
<TABLE>
<CAPTION>
ORDER OF RECIPIENT
PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT
- -------- ---------------- --------------------------
<C> <S> <C>
1 A-1, A-2 and X Interest up to the total interest payable on those classes,
pro rata based on entitlement
2 A-1 and A-2 Principal up to the total principal payable on those
classes, allocable as between those classes as described
immediately following this table
3 A-1 and A-2 Reimbursement up to the loss reimbursement amounts for those
classes, pro rata based on entitlement
4 B Interest up to the total interest payable on that class
5 B Principal up to the total principal payable on that class
6 B Reimbursement up to the loss reimbursement amount for that
class
7 C Interest up to the total interest payable on that class
8 C Principal up to the total principal payable on that class
9 C Reimbursement up to the loss reimbursement amount for that
class
10 D Interest up to the total interest payable on that class
11 D Principal up to the total principal payable on that class
12 D Reimbursement up to the loss reimbursement amount for that
class
13 E Interest up to the total interest payable on that class
14 E Principal up to the total principal payable on that class
15 E Reimbursement up to the loss reimbursement amount for that
class
16 F Interest up to the total interest payable on that class
17 F Principal up to the total principal payable on that class
18 F Reimbursement up to the loss reimbursement amount for that
class
19 G Interest up to the total interest payable on that class
20 G Principal up to the total principal payable on that class
21 G Reimbursement up to the loss reimbursement amount for that
class
22 H Interest up to the total interest payable on that class
23 H Principal up to the total principal payable on that class
24 H Reimbursement up to the loss reimbursement amount for that
class
25 J Interest up to the total interest payable on that class
26 J Principal up to the total principal payable on that class
27 J Reimbursement up to the loss reimbursement amount for that
class
28 K Interest up to the total interest payable on that class
</TABLE>
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<PAGE> 89
<TABLE>
<CAPTION>
ORDER OF RECIPIENT
PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT
- -------- ---------------- --------------------------
<C> <S> <C>
29 K Principal up to the total principal payable on that class
30 K Reimbursement up to the loss reimbursement amount for that
class
31 L Interest up to the total interest payable on that class
32 L Principal up to the total principal payable on that class
33 L Reimbursement up to the loss reimbursement amount for that
class
34 M Interest up to the total interest payable on that class
35 M Principal up to the total principal payable on that class
36 M Reimbursement up to the loss reimbursement amount for that
class
37 N Interest up to the total interest payable on that class
38 N Principal up to the total principal payable on that class
39 N Reimbursement up to the loss reimbursement amount for that
class
40 P Interest up to the total interest payable on that class
41 P Principal up to the total principal payable on that class
42 P Reimbursement up to the loss reimbursement amount for that
class
43 R Any remaining portion of the Available Distribution Amount
</TABLE>
In general, no payments of principal will be made with respect to the class
A-2 certificates until the total principal balance of the class A-1 certificates
is reduced to zero. However, if both of those classes are outstanding at a time
when the total principal balance of the class B, C, D, E, F, G, H, J, K, L, M, N
and P certificates has been reduced to zero as described under "--Reductions to
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" below, payments of principal on the class A-1 certificates
and the class A-2 certificates will be made on a pro rata basis in accordance
with the respective total principal balances of those classes then outstanding.
References to "loss reimbursement amount" in the foregoing table mean, in
the case of any class of series 2000-C1 certificates, other than the class X, Y
and R certificates, for any payment date, the total amount to which the holders
of that class are entitled as reimbursement for all previously unreimbursed
reductions, if any, made in the total principal balance of that class on all
prior payment dates as discussed under "--Reductions to Certificate Principal
Balances in Connection With Realized Losses and Additional Trust Fund Expenses"
below.
Payments of Prepayment Premiums and Yield Maintenance Charges. If any
prepayment consideration is collected during any particular collection period
with respect to any mortgage loan in the trust, regardless of whether that
prepayment consideration is calculated as a percentage of the amount prepaid or
in accordance with a yield maintenance formula, then on the payment date
corresponding to that collection period, the trustee will pay a portion of that
prepayment consideration to the holders of each class of offered certificates,
other than the class X certificates, up to an amount equal to the product of--
- the full amount of that prepayment consideration, multiplied by
- a fraction, which in no event may be greater than 1.0 or less than 0.0,
the numerator of which is equal to the excess, if any, of the
pass-through rate for that class of certificates over the relevant
discount rate, and the denominator of which is equal to the excess, if
any, of the mortgage interest rate of the prepaid mortgage loan over the
relevant discount rate, and further multiplied by
- a fraction, the numerator of which is equal to the amount of principal
payable to that class of certificates on that payment date, and the
denominator of which is the Total Principal Payment Amount for that
payment date.
The discount rate applicable to any class of offered certificates, other
than the class X certificates, with respect to any prepaid mortgage loan will
equal the average yield for "This Week" as reported by the Federal Reserve Board
in Federal Reserve Statistical Release H.15(519) for the constant maturity
treasury security having a maturity coterminous with the remaining term to
maturity or the remaining term to the
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<PAGE> 90
related anticipated repayment date, as applicable, for the prepaid mortgage
loan. If there are no constant treasury maturities having such a maturity, then
that discount rate will equal the interpolation of the yields of the constant
maturity treasuries with maturities next longer and shorter than the remaining
term to maturity or the remaining term to the related anticipated repayment
date, as applicable, for the prepaid mortgage loan.
The trustee will thereafter remit any remaining portion of the prepayment
consideration to the holders of the class X certificates. After the payment date
on which the total principal balance of all classes of the offered certificates,
other than the class X certificates, has been reduced to zero, the trustee will
pay any prepayment consideration collected on the pooled mortgage loans,
entirely to the holders of the class X certificates.
Neither we nor any of the underwriters makes any representation as to--
- the enforceability of any provision of the pooled mortgage loans
requiring the payment of a prepayment premium or yield maintenance
charge, or
- the collectability of that prepayment premium or yield maintenance
charge.
See "Description of the Mortgage Pool--Terms and Conditions of the Mortgage
Loans--Voluntary Prepayment Provisions" in this prospectus supplement.
Payments of Additional Interest. The holders of the class Y certificates
will be entitled to all amounts, if any, applied as Post-ARD Additional Interest
collected on the ARD Loans in the trust.
Treatment of REO Properties. Notwithstanding that any mortgaged real
property may be acquired as part of the trust assets through foreclosure,
deed-in-lieu of foreclosure or otherwise, the related mortgage loan will be
treated as having remained outstanding, until the REO Property is liquidated,
for purposes of determining--
- payments on the series 2000-C1 certificates,
- allocations of Realized Losses and Additional Trust Fund Expenses to the
series 2000-C1 certificates, and
- the amount of all fees payable to the master servicer, the special
servicer and the trustee under the pooling and servicing agreement.
In connection with the foregoing, that mortgage loan will be taken into account
when determining the Weighted Average Pool Pass-Through Rate and the Total
Principal Payment Amount for each payment date.
Operating revenues and other proceeds derived from an REO Property will be
applied--
- first, to pay, or to reimburse the master servicer, the special servicer
and/or the trustee for the payment of, any costs and expenses incurred in
connection with the operation and disposition of the REO Property, and
- thereafter, as collections of principal, interest and other amounts due
on the related mortgage loan.
To the extent described under "--Advances of Delinquent Monthly Debt
Service Payments" below, the master servicer and the trustee will be required to
advance delinquent monthly debt service payments with respect to each pooled
mortgage loan as to which the corresponding mortgaged real property has become
an REO Property, in all cases as if the mortgage loan had remained outstanding.
REDUCTIONS TO CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES
AND ADDITIONAL TRUST FUND EXPENSES
As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of the mortgage pool may decline below the total
principal balance of the series 2000-C1 certificates. If this occurs following
the payments made to the series 2000-C1 certificateholders on any
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payment date, then the respective total principal balances of the following
classes of the series 2000-C1 certificates are to be successively reduced in the
following order, until the total principal balance of those classes of
certificates equals the total Stated Principal Balance of the mortgage pool that
will be outstanding immediately following that payment date.
<TABLE>
<CAPTION>
ORDER OF ALLOCATION CLASS
- ------------------- -----
<S> <C>
1 P
2 N
3 M
4 L
5 K
6 J
7 H
8 G
9 F
10 E
11 D
12 C
13 B
14 A-1 and A-2, pro rata based
on total principal balances
</TABLE>
The above-described reductions in the total principal balances of the
respective classes of series 2000-C1 certificates identified in the foregoing
table, will represent an allocation of the Realized Losses and/or Additional
Trust Fund Expenses that caused the particular mismatch in balances between the
pooled mortgage loans and those classes of certificates. A reduction of this
type in the total principal balance of any of the classes of series 2000-C1
certificates identified in the foregoing table, will result in a corresponding
reduction in the total notional amount of the class X certificates.
The Realized Loss with respect to a liquidated mortgage loan, or related
REO Property, is an amount generally equal to the excess, if any, of:
- the outstanding principal balance of the mortgage loan as of the date of
liquidation, together with--
1. all accrued and unpaid interest on the mortgage loan to but not
including the due date in the collection period in which the liquidation
occurred, exclusive, however, of any portion of that interest that
represents Default Interest or Post-ARD Additional Interest, and
2. all related unreimbursed servicing advances and unpaid liquidation
expenses, over
- the total amount of liquidation proceeds, if any, recovered in connection
with the liquidation.
If any portion of the debt due under a mortgage loan is forgiven, whether in
connection with a modification, waiver or amendment granted or agreed to by the
master servicer or the special servicer or in connection with the bankruptcy,
insolvency or similar proceeding involving the related borrower, the amount
forgiven, other than Default Interest and Post-ARD Additional Interest, also
will be treated as a Realized Loss.
Some examples of Additional Trust Fund Expenses are:
- any special servicing fees, workout fees and liquidation fees paid to the
special servicer;
- any interest paid to the master servicer, the special servicer and/or the
trustee with respect to unreimbursed advances, which interest payment is
not covered out of late payment charges and Default Interest actually
collected on the pooled mortgage loans;
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- the cost of various opinions of counsel required or permitted to be
obtained in connection with the servicing of the pooled mortgage loans
and the administration of the other trust assets;
- any unanticipated, non-mortgage loan specific expenses of the trust,
including--
1. any reimbursements and indemnifications to the trustee, as described
under "Description of the Agreements--Certain Matters Regarding the
Trustee" in the accompanying prospectus,
2. any reimbursements and indemnification to the master servicer, the
special servicer and us, as described under "Description of the
Agreements--Certain Matters Regarding a Master Servicer and the Depositor"
and "--Special Servicers" in the accompanying prospectus, and
3. any federal, state and local taxes, and tax-related expenses,
payable out of the trust assets, as described under "Federal Income Tax
Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the
accompanying prospectus;
- rating agency fees, other than on-going surveillance fees, that cannot be
recovered from the borrower; and
- any amounts expended on behalf of the trust to remediate an adverse
environmental condition at any mortgaged real property securing a
defaulted mortgage loan as described under "Description of the
Agreements--Realization Upon Defaulted Whole Loans" in the accompanying
prospectus.
ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS
The master servicer will be required to make, for each payment date, a
total amount of advances of principal and/or interest generally equal to all
monthly debt service payments other than balloon payments, and assumed monthly
debt service payments, in each case net of master servicing fees, special
servicer's standby fees and workout fees, that--
- were due or deemed due, as the case may be, with respect to the pooled
mortgage loans during the related collection period, and
- were not paid by or on behalf of the respective borrowers or otherwise
collected as of the close of business on the last day of the related
collection period.
Notwithstanding the foregoing, if it is determined that an Appraisal
Reduction Amount exists with respect to any mortgage loan in the trust, then the
master servicer will reduce the interest portion, but not the principal portion,
of each monthly debt service advance that it must make with respect to that
mortgage loan during the period that the Appraisal Reduction Amount exists. The
interest portion of any monthly debt service advance required to be made with
respect to any mortgage loan as to which there exists an Appraisal Reduction
Amount, will equal the product of:
- the amount of the interest portion of that advance of monthly debt
service payments that would otherwise be required to be made for the
subject payment date without regard to this sentence and the prior
sentence; multiplied by
- a fraction--
1. the numerator of which is equal to the Stated Principal Balance of
the mortgage loan, net of the Appraisal Reduction Amount, and
2. the denominator of which is equal to the Stated Principal Balance of
the mortgage loan.
With respect to any payment date, the master servicer will be required to
make monthly debt service advances either out of its own funds or, subject to
the replacement as and to the extent provided in the pooling and servicing
agreement, funds held in the Certificate Account that are not required to be
paid on the series 2000-C1 certificates on that payment date.
The trustee will be required to make any monthly debt service advance that
the master servicer fails to make. See "--The Trustee" below.
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The master servicer and the trustee will each be entitled to recover any
monthly debt service advance made by it, out of its own funds, from collections
on the mortgage loan as to which the advance was made. Neither the master
servicer nor the trustee will be obligated to make any monthly debt service
advance that, in its judgment, would not ultimately be recoverable out of
collections on the related mortgage loan. If the master servicer or the trustee
makes any monthly debt service advance that it subsequently determines, in its
judgment, will not be recoverable out of collections on the related mortgage
loan, it may obtain reimbursement for that advance, together with interest
accrued on the advance as described in the next paragraph, out of general
collections on the mortgage loans and any REO Properties in the trust on deposit
in the Certificate Account from time to time. See "Description of the
Certificates--Advances in Respect of Delinquencies" in the accompanying
prospectus.
The master servicer and the trustee will each be entitled to receive
interest on monthly debt service advances made by it out of its own funds. That
interest will accrue on the amount of each monthly debt service advance for so
long as that advance is outstanding at an annual rate equal to the prime rate as
published in the "Money Rates" section of The Wall Street Journal, as that prime
rate may change from time to time. Interest accrued with respect to any monthly
debt service advance will be payable at the time that advance is reimbursed--
- first, out of Default Interest and late payment charges collected on any
pooled mortgage loan during the collection period in which the advance is
reimbursed, and
- then, after the advance has been reimbursed, but only if and to the
extent that the Default Interest and late charges referred to in clause
first were insufficient to cover the advance interest, out of any amounts
on deposit in the Certificate Account.
Any delay between a sub-servicer's receipt of a late collection of a
monthly debt service payment as to which an advance was made and the forwarding
of that late collection to the master servicer, will increase the amount of
interest accrued and payable to the master servicer or the trustee, as the case
may be, on that advance. To the extent not offset by Default Interest and/or
late payment charges accrued and actually collected, interest accrued on
outstanding monthly debt service advances will result in a reduction in amounts
payable on the series 2000-C1 certificates.
A monthly debt service payment will be assumed to be due with respect to:
- each pooled mortgage loan that is delinquent with respect to its balloon
payment beyond the end of the collection period in which its maturity
date occurs and as to which no arrangements have been agreed to for the
collection of the delinquent amounts, including an extension of maturity;
and
- each pooled mortgage loan as to which the corresponding mortgaged real
property has become an REO Property.
The assumed monthly debt service payment deemed due on any mortgage loan
described in the prior sentence that is delinquent as to its balloon payment,
will equal, for its stated maturity date and for each successive due date that
it remains outstanding and part of the trust, the monthly debt service payment
that would have been due on the mortgage loan on the relevant date if the
related balloon payment had not come due and the mortgage loan had, instead,
continued to amortize and accrue interest according to its terms in effect prior
to that stated maturity date. The assumed monthly debt service payment deemed
due on any mortgage loan described in the second preceding sentence as to which
the related mortgaged real property has become an REO Property, will equal, for
each due date that the REO Property remains part of the trust, the monthly debt
service payment or, in the case of a mortgage loan delinquent with respect to
its balloon payment, the assumed monthly debt service payment due or deemed due
on the last due date prior to the acquisition of that REO Property. Assumed
monthly debt service payments for ARD Loans do not include Post-ARD Additional
Interest or accelerated amortization payments.
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REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION
Certificateholder Reports. Based solely on historical information provided
by the mortgage loan sellers and information provided in monthly reports
prepared by the master servicer and the special servicer and delivered to the
trustee, the trustee will be required to deliver or otherwise make available as
described under "--Information Available Electronically" below, on each payment
date, to each registered holder of an offered certificate and to each beneficial
owner of an offered certificate held in book-entry form that is identified to
the reasonable satisfaction of the trustee:
- A payment date statement substantially in the form of Annex B to this
prospectus supplement.
- A CMSA loan periodic update file and a CMSA property file setting forth
information with respect to the pooled mortgage loans and the
corresponding mortgaged real properties, respectively.
- A mortgage pool data update report, which may be included as part of the
trustee's payment date statement containing information regarding the
pooled mortgage loans as of the end of the related collection period.
The master servicer or the special servicer, as specified in the pooling
and servicing agreement, is required to deliver to the trustee monthly, and the
trustee is required to make available as described below under "--Information
Available Electronically," a copy of each of the following reports with respect
to the pooled mortgage loans and the corresponding mortgaged real properties:
- A delinquent loan status report setting forth, among other things, those
mortgage loans which, as of the close of business on the last day of the
most recently ended calendar month, were delinquent 30-59 days,
delinquent 60-89 days, delinquent 90 days or more, current but specially
serviced, or in foreclosure but not yet an REO Property. The report will
include additional information such as whether the related borrower has
filed for bankruptcy or similar protection.
- An historical loan modification report setting forth, among other things,
those mortgage loans which, as of the close of business on the last
business day of the related collection period, have been modified
pursuant to the pooling and servicing agreement during the related
collection period and since the cut-off date, showing the original and
the revised terms thereof.
- An historical liquidation report setting forth, among other things, as of
the close of business on the total amount of liquidation proceeds
received, and liquidation expenses incurred, both during the related
collection period and historically, and the amount of Realized Losses
occurring during the related collection period and historically, set
forth on a mortgage loan-by-mortgage loan basis.
- An REO status report setting forth, among other things, with respect to
each REO Property that was included in the trust as of the close of
business on the last business day of the related collection period--
1. the acquisition date of that REO Property,
2. the amount of income collected with respect to that REO Property,
net of related expenses, and other amounts, if any, received on that REO
Property during the related collection period, and
3. the value of that REO Property based on the most recent appraisal or
other valuation then available to the special servicer, including any
prepared internally by the special servicer.
- A comparative financial status report in the trust, setting forth among
other things--
1. the occupancy and debt service coverage ratio for each mortgage loan
or related mortgaged property, as applicable, as of the date of the latest
financial information, covering no less than 12 months or other acceptable
period, available immediately preceding the preparation of such the
report, and
2. the revenue and net cash flow for each of the following three
periods, to the extent the information is in the master servicer's or the
special servicer's possession--
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- the most current available year-to-date,
- each of the previous two fill fiscal years stated separately, and
- the "base year" representing the original analysis of information
used as of the cut-off date.
- A servicer watch list identifying all pooled mortgage loans that
constitute one of the following types, as of the last business day of the
related collection period--
1. a mortgage loan that has a then-current debt service coverage ratio
that is less than 1.10x,
2. a mortgage loan as to which any required inspection of the related
mortgaged real property conducted by the master servicer indicates a
problem that the master servicer determines can reasonably be expected to
materially adversely affect the cash flow generated by that property,
3. a mortgage loan as to which the master servicer has actual knowledge
of material damage or waste at the related mortgage real property,
4. a mortgage loan as to which it has come to the master servicer's
attention in the performance of its duties under the pooling and servicing
agreement that any tenant occupying 25% or more of the space in the
property has vacated such space without being replaced by a comparable
tenant and lease, or has declared bankruptcy;
5. a mortgage loan that is at least 30 days delinquent in payment; and
a mortgage loan that is within 60 days of maturity.
In addition, upon the request of any holder of a series 2000-C1 certificate
or, to the extent identified to the reasonable satisfaction of the trustee, any
beneficial owner of an offered certificate, the trustee will request from the
master servicer, and, upon receipt, make available to the requesting party,
during normal business hours at the offices of the trustee or its agent, copies
of the operating statement analysis report required to be prepared and
maintained by the master servicer and/or the special servicer with respect to
any mortgaged real property or REO Property. Each operating statement analysis
report will be in CMSA format. In the case of outstanding mortgage loans,
preparation and maintenance of the report will depend on the receipt of the
requisite underlying information from the related borrower.
Book-Entry Certificates. If you hold your offered certificates in
book-entry form through DTC, you may obtain direct access to the monthly reports
of the trustee as if you were a registered certificateholder, provided that you
deliver a written certification to the trustee confirming your beneficial
ownership in the offered certificates. Otherwise, until definitive certificates
are issued with respect to your offered certificates, the information contained
in those monthly reports will be available to you only to the extent that it is
made available through DTC and the DTC participants or is available on the
trustee's internet website. Conveyance of notices and other communications by
DTC to the DTC participants, and by the DTC participants to beneficial owners of
the offered certificates, will be governed by arrangements among them, subject
to any statutory or regulatory requirements as may be in effect from time to
time. We, the master servicer, the special servicer, the trustee and the series
2000-C1 certificate registrar are required to recognize as certificateholders
only those persons in whose names the series 2000-C1 certificates are registered
on the books and records of the certificate registrar.
Information Available Electronically. The trustee or its agent will make
available each month, to any holder or, subject to the discussion under
"--Reports to Certificateholders; Available Information--Book-Entry
Certificates" above, beneficial owner of offered certificates, the CMSA Investor
Reporting Package via the trustee's or its agent's internet website. The
internet website will initially be located at www.chase.com/sfa.
The master servicer also may make some or all of the reports constituting
the CMSA Investor Reporting Package available via its internet website.
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Neither the trustee nor the master servicer will make any representations
or warranties as to the accuracy or completeness of, and may disclaim
responsibility for, any information made available by it for which it is not the
original source.
The trustee may require registration and the acceptance of a disclaimer in
connection with providing access to its electronic bulletin board and internet
website. The trustee shall not be liable for the dissemination of information
made in accordance with the pooling and servicing agreement.
Other Information. The pooling and servicing agreement will obligate the
trustee to make available at its offices or the offices of a custodian or other
agent appointed by the trustee, during normal business hours, upon two business
days advance written notice, for review by any holder or beneficial owner of an
offered certificate or any person identified to the trustee as a prospective
transferee of an offered certificate or any interest in that offered
certificate, originals or copies of, among other things, the following items:
- the pooling and servicing agreement, including exhibits, and any
amendments to the pooling and servicing agreement;
- all monthly reports of the trustee delivered or otherwise electronically
made available, to series 2000-C1 certificateholders since the date of
initial issuance of the offered certificates;
- all officer's certificates delivered to the trustee by the master
servicer and/or the special servicer since the date of initial issuance
of the series 2000-C1 certificates, as described under "Description of
the Agreements--Evidence as to Compliance" in the accompanying
prospectus;
- all accountant's reports delivered to the trustee with respect to the
master servicer and/or the special servicer since the date of initial
issuance of the offered certificates, as described under "Description of
the Agreements--Evidence as to Compliance" in the accompanying
prospectus;
- the most recent inspection report and financial information with respect
to each mortgaged real property for a pooled mortgage loan prepared or
collected, as applicable by the master servicer or the special servicer
and delivered to the trustee as described under "Servicing of the
Underlying Mortgage Loans--Inspections; Collection of Operating
Information" in this prospectus supplement; and
- the mortgage files, including all documents, such as modifications,
waivers and amendments of the pooled mortgage loans, that are to be added
to the mortgage files from time to time.
Copies of any and all of the foregoing items will be available from the
trustee upon request. However, the trustee will be permitted to require payment
of a sum sufficient to cover the reasonable costs and expenses of providing the
copies.
In connection with providing access to or copies of the items described
above, the trustee may require:
- in the case of a beneficial owner of an offered certificate held in
book-entry form, a written confirmation executed by the requesting person
or entity, in the form attached to the pooling and service agreement,
generally to the effect that the person or entity is a beneficial owner
of offered certificates and will keep the information confidential; and
- in the case of a prospective purchaser of an offered certificate or any
interest in that offered certificate, confirmation executed by the
requesting person or entity, in the form attached to the pooling and
servicing agreement, generally to the effect that the person or entity is
a prospective purchaser of offered certificates or an interest in offered
certificates, is requesting the information for use in evaluating a
possible investment in the offered certificates and will otherwise keep
the information confidential.
Registered holders of the offered certificates will be deemed to have
agreed to keep the information described above confidential by the acceptance of
their series 2000-C1 certificates.
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VOTING RIGHTS
The voting rights for the series 2000-C1 certificates will be allocated as
follows:
- 98% of the voting rights will be allocated to the class A-1, A-2, B, C,
D, E, F, G, H, J, K, L, M, N and P certificates in proportion to the
respective total principal balances of those classes;
- 1% of the voting rights will be allocated to the class X certificates;
and
- 1% of the voting rights will be allocated to the class R certificates.
Voting rights allocated to a class of series 2000-C1 certificateholders will be
allocated among those certificateholders in proportion to their respective
percentage interests in that class.
TERMINATION
The obligations created by the pooling and servicing agreement will
terminate following the earliest of--
1. the final payment or advance on, or other liquidation of, the last
mortgage loan or related REO Property remaining in the trust,
2. the purchase of all of the mortgage loans and REO Properties
remaining in the trust by the master servicer, the special servicer or any
single certificateholder or group of certificateholders in the series
2000-C1 controlling class, in that order of preference, and
3. the exchange by any single holder of all the series 2000-C1
certificates for all the mortgage loans and each REO Property remaining in
the trust.
Written notice of termination of the pooling and servicing agreement will
be given to each series 2000-C1 certificateholder. The final payment with
respect to each series 2000-C1 certificate will be made only upon surrender and
cancellation of that certificate at the office of the series 2000-C1 certificate
registrar or at any other location specified in the notice of termination.
Any purchase by the master servicer, the special servicer or any single
holder or group of holders of the series 2000-C1 controlling class of all the
mortgage loans and REO Properties remaining in the trust is required to be made
at a price equal to:
- the sum of--
1. the total Stated Principal Balance of all the mortgage loans then
included in the trust, other than any mortgage loans as to which the
mortgaged real properties have become REO Properties, together with--
- all unpaid and unadvanced interest, other than Default Interest and
Post-ARD Additional Interest, on those mortgage loans through their
respective due dates in the related collection period, and
- all unreimbursed advances for those mortgage loans, together with any
interest on those advances owing to the parties that made them, and
2. the appraised value of all REO Properties then included in the
trust, as determined by an appraiser mutually agreed upon by the master
servicer, the special servicer and the trustee, minus
- solely in the case of a purchase by the master servicer or the special
servicer, the total of all amounts payable or reimbursable to the
purchaser under the pooling and servicing agreement.
That purchase will result in early retirement of the outstanding series 2000-C1
certificates. However, the right of the master servicer, the special servicer or
any single holder or group of holders of the series 2000-C1 controlling class to
make the purchase is subject to the requirement that the total Stated Principal
Balance of the mortgage pool be less than 1.0% of the initial mortgage pool
balance. The termination price, exclusive of any portion of the termination
price payable or reimbursable to any person
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other than the series 2000-C1 certificateholders, will constitute part of the
Available Distribution Amount for the final payment date. Any person or entity
making the purchase will be responsible for reimbursing the parties to the
pooling and servicing agreement for all reasonable out-of-pocket costs and
expenses incurred by the parties in connection with the purchase.
Any exchange by any single holder of all of the series 2000-C1 certificates
for all of the mortgage loans and each REO Property remaining in the trust may
be made by giving written notice to each of the parties to the pooling and
servicing agreement no later than 60 days prior to the anticipated date of
exchange. In the event that any single holder of all the series 2000-C1
certificates elects to exchange those certificates for all of the mortgage loans
and each REO Property remaining in the trust, that holder, no later than the
business day immediately preceding the payment date on which the final payment
on the series 2000-C1 certificates is to occur, must deposit in the Certificate
Account immediately available funds in an amount equal to all amounts then due
and owing to the master servicer, the special servicer, the trustee and their
respective agents under the pooling and servicing agreement.
THE TRUSTEE
Norwest Bank Minnesota, National Association will act as initial trustee
under the pooling and servicing agreement. Norwest is a direct, wholly owned
subsidiary of Wells Fargo & Company. It is a national banking association
originally chartered in 1872 and is engaged in a wide range of activities
typical of a national bank. Norwest maintains an office at Norwest Center, Sixth
and Marquette, Minneapolis, Minnesota 55479-0113. In addition, Norwest maintains
a CMBS customer service help desk at (301) 815-6600.
The trustee is at all times required to be a corporation, bank, trust
company or association organized and doing business under the laws of the U.S.
or any State of the U.S. or the District of Columbia. In addition, the trustee
must at all times--
- be authorized under those laws to exercise trust powers,
- have a combined capital and surplus of at least $50,000,000, and
- be subject to supervision or examination by federal or state authority.
If the corporation, bank, trust company or association publishes reports of
condition at least annually, in accordance with law or to the requirements of
the supervising or examining authority, then the combined capital and surplus of
the corporation, bank, trust company or association will be deemed to be its
combined capital and surplus as described in its most recent published report of
condition.
We, the master servicer, the special servicer and our and their respective
affiliates, may from time to time enter into normal banking and trustee
relationships with the trustee and its affiliates. The trustee and any of its
respective affiliates may hold series 2000-C1 certificates in their own names.
In addition, for purposes of meeting the legal requirements of some local
jurisdictions, the master servicer and the trustee acting jointly will have the
power to appoint a co-trustee or separate trustee of all or any part of the
trust assets. All rights, powers, duties and obligations conferred or imposed
upon the trustee will be conferred or imposed upon the trustee and the separate
trustee or co-trustee jointly, or, in any jurisdiction in which the trustee
shall be incompetent or unqualified to perform various acts, singly upon the
separate trustee or co-trustee who shall exercise and perform its rights,
powers, duties and obligations solely at the direction of the trustee.
The trustee will be entitled to a monthly fee for its services, which fee
will accrue on a 30/360 basis at a specified rate per annum on the Stated
Principal Balance outstanding from time to time of each pooled mortgage loan.
The trustee fee is payable out of general collections on the mortgage loans and
any REO Properties in the trust.
The trustee will be permitted to perform its duties through agents. It is
contemplated that the following duties, among others, will be performed by The
Chase Manhattan Bank--
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- remitting payments to the holders of series 2000-C1 certificates;
- preparing reports to series 2000-C1 certificateholders;
- holding loan documents in a custodial capacity;
- performing duties with respect to tax administration; and
- authenticating and registering the series 2000-C1 certificates.
See also "Description of the Agreements--The Trustee", "--Duties of the
Trustee", "--Certain Matters Regarding the Trustee" and "--Resignation and
Removal of the Trustee" in the accompanying prospectus.
YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any offered certificate will depend on:
- the price at which the certificate is purchased by an investor, and
- the rate, timing and amount of payments on the certificate.
The rate, timing and amount of payments on any offered certificate will in
turn depend on, among other things--
- the pass-through rate for the certificate,
- the rate and timing of principal payments, including principal
prepayments, and other principal collections on the underlying mortgage
loans and the extent to which those amounts are to be applied or
otherwise result in reduction of the principal balance or notional amount
of the certificate,
- the rate, timing and severity of Realized Losses and Additional Trust
Fund Expenses and the extent to which those losses and expenses result in
the reduction of the principal balance or notional amount of the
certificate, and
- the timing and severity of any Net Aggregate Prepayment Interest
Shortfalls and the extent to which those shortfalls result in the
reduction of the interest payments on the certificate.
Pass-Through Rates. The pass-through rate for each class of offered
certificates will be calculated based in part on the Weighted Average Pool
Pass-Through Rate from time to time. Accordingly, the yield on each class of
offered certificates will be sensitive to changes in the relative composition of
the mortgage pool as a result of scheduled amortization, voluntary prepayments
and liquidations of underlying mortgage loans following default. In addition,
the pass-through rate for the class X certificates will vary with changes in the
relative sizes of the total principal balances of the other interest-bearing
classes of the series 2000-C1 certificates.
See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this prospectus
supplement and "--Rate and Timing of Principal Payments" below.
Rate and Timing of Principal Payments. The yield to maturity on the class
X certificates will be extremely sensitive to, and the yield to maturity on any
other offered certificates purchased at a discount or a premium will be affected
by, the rate and timing of principal payments made or that otherwise result in
reduction of the principal balances or notional amounts of those certificates.
In turn, the rate and timing of principal payments that are made or otherwise
result in reduction of the principal balance or notional amount, as the case may
be, of any offered certificate will be directly related to the rate and timing
of principal payments on or with respect to the underlying mortgage loans.
Finally, the rate and timing of
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principal payments on or with respect to the underlying mortgage loans will be
affected by their amortization schedules, the dates on which balloon payments
are due and the rate and timing of principal prepayments and other unscheduled
collections on them, including for this purpose, collections made in connection
with liquidations of mortgage loans due to defaults, casualties or condemnations
affecting the mortgaged real properties, or purchases or other removals of
underlying mortgage loans from the trust.
Prepayments and other early liquidations of the underlying mortgage loans
will result in payments on the series 2000-C1 certificates of amounts that would
otherwise be paid over the remaining terms of the mortgage loans. This will tend
to shorten the weighted average lives of those series 2000-C1 certificates with
principal balances. Defaults on the underlying mortgage loans, particularly at
or near their maturity dates, may result in significant delays in payments of
principal on those mortgage loans and, accordingly, on the series 2000-C1
certificates, while work-outs are negotiated or foreclosures are completed.
These delays will tend to lengthen the weighted average lives of those
certificates. See "Servicing of the Underlying Mortgage Loans--Modifications,
Waivers, Amendments and Consents" in this prospectus supplement. In addition,
the ability of a borrower under an ARD Loan, to repay that loan on the related
anticipated repayment date will generally depend on its ability to either
refinance the mortgage loan or sell the corresponding mortgaged real property.
Also, a borrower may have little incentive to repay its mortgage loan on the
related anticipated repayment date if then prevailing interest rates are
relatively high. Accordingly, there can be no assurance that any ARD Loan in the
trust will be paid in full on its anticipated repayment date.
The extent to which the yield to maturity on any offered certificate may
vary from the anticipated yield will depend upon the degree to which the
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the underlying mortgage loans are in turn paid or
otherwise result in a reduction of the principal balance or notional amount of
the certificate. If you purchase your offered certificates at a discount, you
should consider the risk that a slower than anticipated rate of principal
payments on the underlying mortgage loans could result in an actual yield to you
that is lower than your anticipated yield. If you purchase class X certificates,
or if you purchase any other offered certificates at a premium, you should
consider the risk that a faster than anticipated rate of principal payments on
the underlying mortgage loans could result in an actual yield to you that is
lower than your anticipated yield. This, of course, does not take into account
reinvestment rates.
If you are contemplating an investment in the class X certificates, you
should fully consider the risk that an extremely rapid rate of principal
payments on the underlying mortgage loans could result in your failure to recoup
fully your initial investment.
Because the rate of principal payments on or with respect to the underlying
mortgage loans will depend on future events and a variety of factors, no
assurance can be given as to that rate or the rate of principal prepayments in
particular. We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a large group
of real estate loans comparable to those in the mortgage pool.
Even if they are collected and payable on your offered certificates,
prepayment premiums and yield maintenance charges may not be sufficient to
offset fully any loss in yield on your offered certificates attributable to the
related prepayments of the underlying mortgage loans.
Delinquencies and Defaults on the Mortgage Loans. The rate and timing of
delinquencies and defaults on the underlying mortgage loans will affect--
- the amount of payments on your offered certificates,
- the yield to maturity of your offered certificates,
- the rate of principal payments on your offered certificates, and
- the weighted average life of your offered certificates.
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Delinquencies on the underlying mortgage loans, unless covered by monthly
debt service advances may result in shortfalls in payments of interest and/or
principal on your offered certificates for the current month. Although any
shortfalls in payments of interest may be made up on future payment dates, no
interest would accrue on those shortfalls. Thus, any shortfalls in payments of
interest would adversely affect the yield to maturity of your offered
certificates.
If--
- you calculate the anticipated yield to maturity for your offered
certificates based on an assumed rate of default and amount of losses on
the underlying mortgage loans that is lower than the default rate and
amount of losses actually experienced, and
- the additional losses result in a reduction of the total payments on or
the total principal balance or notional amount of your offered
certificates,
then your actual yield to maturity will be lower than you calculated and could,
under some scenarios, be negative.
The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total payments on or the total principal balance or notional
amount of your offered certificates will also affect your actual yield to
maturity, even if the rate of defaults and severity of losses are consistent
with your expectations. In general, the earlier your loss occurs, the greater
the effect on your yield to maturity.
Even if losses on the underlying mortgage loans do not result in a
reduction of the total payments on or the total principal balance or notional
amount of your offered certificates, the losses may still affect the timing of
payments on, and the weighted average life and yield to maturity of, your
offered certificates.
Relevant Factors. The following factors, among others, will affect the
rate and timing of principal payments and defaults and the severity of losses on
or with respect to the underlying mortgage loans in the trust:
- prevailing interest rates;
- the terms of the mortgage loans, including provisions that require the
payment of prepayment premiums and yield maintenance charges, provisions
that impose prepayment lock-out periods and amortization terms that
result in balloon payments;
- the demographics and relative economic vitality of the areas in which the
mortgaged real properties are located;
- the general supply and demand for commercial and multifamily rental space
of the type available at the mortgaged real properties in the areas in
which the mortgaged real properties are located;
- the quality of management of the mortgaged real properties;
- the servicing of the mortgage loans;
- possible changes in tax laws; and
- other opportunities for investment.
See "Risk Factors--Risks Related to the Underlying Mortgage Loans",
"Description of the Mortgage Pool" and "Servicing of the Underlying Mortgage
Loans" in this prospectus supplement and "Description of the Agreements" and
"Yield Considerations" in the accompanying prospectus.
The rate of prepayment on the mortgage loans in the trust is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level. When the prevailing market interest rate is below the
annual rate at which a mortgage loan accrues interest, the related borrower may
have an increased incentive to refinance the mortgage loan. Conversely, to the
extent prevailing market interest rates exceed the annual rate at which a
mortgage loan accrues interest, the related borrower may be less likely to
voluntarily prepay the mortgage loan. Assuming prevailing market interest rates
exceed the
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revised mortgage interest rate at which an ARD Loan accrues interest following
its anticipated repayment date, the primary incentive for the related borrower
to prepay the mortgage loan on or before its anticipated repayment date is to
give the borrower access to excess cash flow, all of which, net of the minimum
required debt service, approved property expenses and any required reserves,
must be applied to pay down principal of the mortgage loan. Accordingly, there
can be no assurance that any ARD Loan in the trust will be prepaid on or before
its anticipated repayment date or on any other date prior to maturity.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some underlying borrowers may
sell their mortgaged real properties in order to realize their equity in those
properties, to meet cash flow needs or to make other investments. In addition,
some underlying borrowers may be motivated by federal and state tax laws, which
are subject to change, to sell their mortgaged real properties prior to the
exhaustion of tax depreciation benefits.
A number of the underlying borrowers are limited or general partnerships.
The bankruptcy of the general partner in a partnership may result in the
dissolution of the partnership. The dissolution of a borrower partnership, the
winding-up of its affairs and the distribution of its assets could result in an
acceleration of its payment obligations under the related mortgage loan.
We make no representation or warranty regarding:
- the particular factors that will affect the rate and timing of
prepayments and defaults on the underlying mortgage loans;
- the relative importance of those factors;
- the percentage of the total principal balance of the underlying mortgage
loans that will be prepaid or as to which a default will have occurred as
of any particular date; or
- the overall rate of prepayment or default on the underlying mortgage
loans.
Unpaid Interest. If the portion of the Available Distribution Amount
payable with respect to interest on any class of offered certificates on any
payment date is less than the total amount of interest then payable for the
class, the shortfall will be payable to the holders of those certificates on
subsequent payment dates, subject to the Available Distribution Amounts on those
subsequent payment dates and the priority of payments described under
"Description of the Offered Certificates--Payments--Priority of Payments" in
this prospectus supplement. That shortfall will not bear interest, however, and
will therefore negatively affect the yield to maturity of that class of offered
certificates for so long as it is outstanding.
Delay in Payments. Because monthly payments will not be made on the
certificates until several days after the due dates for the mortgage loans
during the related collection period, your effective yield will be lower than
the yield that would otherwise be produced by your pass-through rate and
purchase price, assuming that purchase price did not account for a delay.
WEIGHTED AVERAGE LIVES OF THE OFFERED CERTIFICATES
The tables set forth on Annex C to this prospectus supplement--
- indicate the respective weighted average lives of the various classes of
the series 2000-C1 certificates with principal balances, and
- set forth the percentages of the respective initial total principal
balances of those classes of series 2000-C1 certificates that would be
outstanding after the payment dates in each of the calendar months shown.
Those tables were prepared based on the Maturity Assumptions and the indicated
prepayment scenarios.
For purposes of this prospectus supplement, weighted average life refers to
the average amount of time that will elapse from the date of issuance of a
security until each dollar of principal of the security will be repaid to the
investor, assuming no losses. For purposes of this "Yield and Maturity
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Considerations" section and Annex C, the weighted average life of any
certificate with a principal balance, is determined by:
1. multiplying the amount of each principal payment on the certificate
by the number of years from the assumed settlement date, which is part of
the Maturity Assumptions, to the related payment date;
2. summing the results; and
3. dividing the sum by the total amount of the reductions in the
principal balance of the certificate.
The weighted average life of any series 2000-C1 certificate with a
principal balance will be influenced by, among other things, the rate at which
the principal of the pooled mortgage loans is paid, which may be in the form of
scheduled amortization, balloon payments, prepayments, liquidation proceeds,
condemnation proceeds or insurance proceeds. The weighted average life of any
series 2000-C1 certificate with a principal balance may also be affected to the
extent that additional payments in reduction of the principal balance of that
certificate occur as a result of the purchase of a pooled mortgage loan from the
trust or the optional termination of the trust. The purchase of a pooled
mortgage loan from the trust will have the same effect on payments to the series
2000-C1 certificateholders as if the pooled mortgage loan had prepaid in full,
except that no prepayment fee is collectable on the pooled mortgage loans.
The actual characteristics and performance of the pooled mortgage loans
will differ from the assumptions used in calculating the tables on Annex C.
Those tables are hypothetical in nature and are provided only to give a general
sense of how the principal cash flows might behave under the assumed prepayment
and loss scenarios. Any difference between the assumptions used in calculating
the tables on Annex C and the actual characteristics and performance of the
pooled mortgage loans, or actual prepayment or loss experience, will affect the
percentages of initial total principal balances outstanding over time and the
weighted average lives of the respective classes of series 2000-C1 certificates
with principal balances. It is highly unlikely that the pooled mortgage loans
will prepay in accordance with the Maturity Assumptions at any of the specified
CPRs until maturity or that all the pooled mortgage loans will so prepay at the
same rate. In addition, variations in the actual prepayment experience and the
balance of the pooled mortgage loans that prepay may increase or decrease the
percentages of initial principal balances and weighted average lives shown in
the tables. Variations may occur even if the average prepayment experience of
the pooled mortgage loans were to conform to the assumptions and be equal to any
of the specified CPRs. You must make your own decisions as to the appropriate
prepayment, liquidation and loss assumptions to be used in deciding whether to
purchase any offered certificate.
YIELD SENSITIVITY OF THE CLASS X CERTIFICATES
The yield to investors on the class X certificates will be highly sensitive
to the rate and timing of principal payments, including prepayments, on the
pooled mortgage loans. If you are contemplating an investment in the class X
certificates, you should fully consider the associated risks, including the risk
that an extremely rapid rate of prepayment and/or liquidation of the pooled
mortgage loans could result in your failure to recoup fully your initial
investment.
The tables set forth on Annex D to this prospectus supplement show pre-tax
corporate bond equivalent yields for the class X certificates based on the
Maturity Assumptions and, further assuming the specified purchase prices and the
indicated prepayment scenarios. Those assumed purchase prices are--
- expressed in 32nds as a percentage of the initial total notional amount
of the class X certificates, and
- exclusive of accrued interest.
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The yields set forth in the tables on Annex D to this prospectus supplement
were calculated by--
- determining the monthly discount rate that, when applied to the assumed
stream of cash flows to be paid on the class X certificates, would cause
the discounted present value of that assumed stream of cash flows to
equal--
1. each of the assumed purchase prices for that class of certificates,
plus
2. accrued interest at the initial pass-through rate for the class X
certificates from and including the cut-off date to but excluding the
assumed settlement date, and
- converting those monthly discount rates to corporate bond equivalent
rates.
Those calculations do not take into account variations that may occur in
the interest rates at which investors in the class X certificates may be able to
reinvest funds received by them as payments on their certificates. Consequently,
they do not purport to reflect the return on any investment on the class X
certificates when reinvestment rates are considered.
There can be no assurance that--
- the pooled mortgage loans will prepay in accordance with the assumptions
used in preparing the tables on Annex D to this prospectus supplement,
- the pooled mortgage loans will prepay as assumed at any of the rates
shown in the tables,
- the pooled mortgage loans will not experience losses,
- the pooled mortgage loans will not be liquidated during any applicable
prepayment lockout period or during any other period that prepayments are
assumed not to occur,
- the cash flows on the class X certificates will correspond to the cash
flows shown in this prospectus supplement, or
- the purchase price of the class X certificates will be as assumed.
It is unlikely that the pooled mortgage loans will prepay as assumed at any
of the specified percentages of CPR until maturity or that all of those mortgage
loans will so prepay at the same rate. Actual yields to maturity for investors
in the class X certificates may be materially different than those indicated on
Annex D to this prospectus supplement. Timing of changes in rate of prepayments
and other liquidations may significantly affect the actual yield to maturity to
investors, even if the average rate of principal prepayments and other
liquidations is consistent with the expectations of investors. You must make
your own decisions as to the appropriate prepayment, liquidation and loss
assumptions to be used in deciding whether to purchase any class X certificates.
USE OF PROCEEDS
Substantially all of the proceeds from the sale of the offered certificates
will be used by us to purchase the mortgage loans that we will include in the
trust and to pay those expenses incurred in connection with the issuance of the
series 2000-C1 certificates.
FEDERAL INCOME TAX CONSEQUENCES
GENERAL
Upon the issuance of the offered certificates, Sidley & Austin, our
counsel, will deliver its opinion generally to the effect that, assuming
compliance with the pooling and servicing agreement, and subject to any other
assumptions set forth in the opinion, REMIC I, REMIC II and REMIC III,
respectively, will each qualify as a REMIC under the Internal Revenue Code of
1986.
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Except as otherwise described in the next sentence, the assets of REMIC I
will generally include--
- the pooled mortgage loans,
- any REO Properties acquired on behalf of the series 2000-C1
certificateholders,
- the Certificate Account,
- the Interest Reserve Account,
but will exclude any collections of Post-ARD Additional Interest on the ARD
Loans. Various mortgage loans constitute the sole asset of a separate REMIC and
the regular interest in each of those single loan REMICs will be an asset of
REMIC I instead of the particular mortgage loan or any related REO Property.
For federal income tax purposes,
- the separate non-certificated regular interests in REMIC I will be the
regular interests in REMIC I and will be the assets of REMIC II,
- the separate non-certificated regular interests in REMIC II will be the
regular interests in REMIC II and will be the assets of REMIC III,
- the class A-1, A-2, X, B, C, D, E, F, G, H, J, K, L, M, N and P
certificates will evidence the regular interests in, and will generally
be treated as debt obligations of, REMIC III, and
- the class R certificates will evidence the sole class of residual
interests in each of REMIC I, REMIC II and REMIC III and in each of the
single loan REMICs.
DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION
For federal income tax reporting purposes, it is anticipated that the class
X and class certificates will be issued with more than a de minimis
amount of original issue discount. The other classes of offered certificates
will not be issued with original issue discount. When determining the rate of
accrual of market discount and premium, if any, for federal income tax purposes
the prepayment assumption used will be that subsequent to the date of any
determination:
- the ARD Loans in the trust will be paid in full on their respective
anticipated repayment dates,
- no mortgage loan in the trust will otherwise be prepaid prior to
maturity, and
- there will be no extension of maturity for any mortgage loan in the
trust.
However, no representation is made as to the actual rate at which the pooled
mortgage loans will prepay, if at all. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the
accompanying prospectus.
The IRS has issued regulations under Sections 1271 to 1275 of the Internal
Revenue Code of 1986 generally addressing the treatment of debt instruments
issued with original issue discount. You should be aware, however, that those
regulations and Section 1272(a)(6) of the Internal Revenue Code of 1986 do not
adequately address all issues relevant to, or are not applicable to, prepayable
securities such as the offered certificates. We recommend that you consult with
your own tax advisor concerning the tax treatment of your offered certificates.
If the method for computing original issue discount described in the
accompanying prospectus results in a negative amount for any period with respect
to any holder of offered certificates, the amount of original issue discount
allocable to that period would be zero. This is a possibility of particular
relevance to a holder of a class X certificate. The holder would be permitted to
offset the negative amount only against future original issue discount, if any,
attributable to his or her certificates. Although the matter is not free from
doubt, a holder of a class X certificate may be permitted to deduct a loss to
the extent that his or her respective remaining basis in the certificate exceeds
the maximum amount of future payments to
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which the holder is entitled, assuming no further prepayments of the underlying
mortgage loans. Any loss might be treated as a capital loss.
Some classes of the offered certificates may be treated for federal income
tax purposes as having been issued at a premium. Whether any holder of these
classes of offered certificates will be treated as holding a certificate with
amortizable bond premium will depend on the certificateholder's purchase price
and the payments remaining to be made on the certificate at the time of its
acquisition by the certificateholder. If you acquire an interest in any class of
offered certificates issued at a premium, you should consider consulting your
own tax advisor regarding the possibility of making an election to amortize the
premium. See "Federal Income Tax Consequences--REMICs--Taxation of Owners of
REMIC Regular Certificates" in the accompanying prospectus.
Prepayment premiums and yield maintenance charges actually collected on the
underlying mortgage loans will be paid on the offered certificates as and to the
extent described in this prospectus supplement. It is not entirely clear under
the Code when the amount of a prepayment premium or yield maintenance charge
should be taxed to the holder of a class of offered certificates entitled to
that amount. For federal income tax reporting purposes, the tax administrator
will report prepayment premiums or yield maintenance charges as income to the
holders of a class of offered certificates entitled thereto only after the
master servicer's actual receipt of those amounts. The IRS may nevertheless seek
to require that an assumed amount of prepayment premiums and yield maintenance
charges be included in payments projected to be made on the offered certificates
and that taxable income be reported based on the projected constant yield to
maturity of the offered certificates. Therefore, the projected prepayment
premiums and yield maintenance charges would be included prior to their actual
receipt by holders of the offered certificates. If the projected prepayment
premiums and yield maintenance charges were not actually received, presumably
the holder of an offered certificate would be allowed to claim a deduction or
reduction in gross income at the time the unpaid prepayment premiums and yield
maintenance charges had been projected to be received. Moreover, it appears that
prepayment premiums and yield maintenance charges are to be treated as ordinary
income rather than capital gain. The correct characterization of the income is
not entirely clear. We recommend you consult your own tax advisors concerning
the treatment of prepayment premiums and yield maintenance charges.
CONSTRUCTIVE SALES OF CLASS X CERTIFICATES
The Taxpayer Relief Act of 1997 added a provision to the Internal Revenue
Code of 1986 that requires the recognition of gain upon the constructive sale of
an appreciated financial position. A constructive sale of a financial position
may occur if a taxpayer enters into a transaction or series of transactions that
have the effect of substantially eliminating the taxpayer's risk of loss and
opportunity for gain with respect to the financial instrument. Debt instruments
that--
- entitle the holder to a specified principal amount,
- pay interest at a fixed or variable rate, and
- are not convertible into the stock of the issuer or a related party,
cannot be the subject of a constructive sale for this purpose. Accordingly, only
class X certificates, which do not have principal balances, could be subject to
this provision and only if a holder of those certificates engages in a
constructive sale transaction.
CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES
Except to the extent noted below, the offered certificates will be "real
estate assets" within the meaning of Section 856(c)(5)(B) of the Internal
Revenue Code of 1986 in the same proportion that the assets of the trust would
be so treated. In addition, interest, including original issue discount, if any,
on the offered certificates will be interest described in Section 856(c)(3)(B)
of the Internal Revenue Code of 1986 to the extent that those certificates are
treated as "real estate assets" within the meaning of Section 856(c)(5)(B) of
the Internal Revenue Code of 1986.
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Most of the mortgage loans to be included in the trust are not secured by
real estate used for residential or other purposes prescribed in Section
7701(a)(19)(C) of the Internal Revenue Code of 1986. Consequently, the offered
certificates will be treated as assets qualifying under that section to only a
limited extent. Accordingly, investment in the offered certificates may not be
suitable for a thrift institution seeking to be treated as a "domestic building
and loan association" under Section 7701(a)(19)(C) of the Internal Revenue Code
of 1986. The offered certificates will be treated as "qualified mortgages" for
another REMIC under Section 860G(a)(3)(C) of the Internal Revenue Code of 1986
and "permitted assets" for a "financial asset securitization investment trust"
under Section 860L(c) of the Internal Revenue Code of 1986.
To the extent an offered certificate represents ownership of an interest in
a mortgage loan that is secured in part by the related borrower's interest in a
bank account, that mortgage loan is not secured solely by real estate.
Therefore:
- a portion of that certificate may not represent ownership of "loans
secured by an interest in real property" or other assets described in
Section 7701(a)(19)(C) of the Internal Revenue Code of 1986;
- a portion of that certificate may not represent ownership of "real estate
assets" under Section 856(c)(5)(B) of the Internal Revenue Code of 1986;
and
- the interest on that certificate may not constitute "interest on
obligations secured by mortgages on real property" within the meaning of
Section 856(c)(3)(B) of the Internal Revenue Code of 1986.
See "Description of the Mortgage Pool" in this prospectus supplement and
"Federal Income Tax Consequences--REMICs--Characterization of Investments in
REMIC Certificates" in the accompanying prospectus.
For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" in the accompanying prospectus.
PENDING LEGISLATION
The Clinton Administration recently proposed in its budget certain
amendments to the REMIC provisions of the Internal Revenue Code of 1986 designed
to ensure that income taxes imposed on the holder of a REMIC residual interest
are paid when due. Those provisions would impose secondary liability on the
REMIC itself for any tax required to be paid with respect to the income
allocated to a REMIC residual interest if the holder does not pay its taxes on
that income when they are due. If adopted, the amendments would be effective for
REMICs created after the date of enactment. It is not possible to predict
whether the legislation will be adopted or, if so, in what form.
REPORTING AND OTHER ADMINISTRATIVE MATTERS
Reporting of interest income, including original issue discount, if any,
with respect to the offered certificates is required annually, and may be
required more frequently under Treasury regulations. These information reports
generally are required to be sent to individual holders of offered certificates
and the IRS. Holders of offered certificates that are corporations, trust,
securities dealers and certain other non-individuals will be provided interest
and original issue discount income information and the information set forth in
the following paragraph upon request in accordance with the requirements of the
applicable regulations. The information must be provided by the later of 30 days
after the end of the quarter for which the information was requested, or two
weeks after the receipt of the request. The related REMIC must also comply with
rules requiring an offered certificate issued with original issue discount to
disclose on its face the amount of original issue discount and the issue date,
and requiring that information to be reported to the IRS. Reporting with respect
to the offered certificate's including income, excess inclusions, investment
expenses and relevant information regarding qualification of the related REMIC's
assets, will be made as required under the Treasury regulations, generally on a
quarterly basis.
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As applicable, the offered certificate information reports will include a
statement of the adjusted issue price of the offered certificate at the
beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to a particular
holder's purchase price, which the tax administrator for the trust may not have,
the Treasury regulations only require that information pertaining to the
appropriate proportionate method of accruing market discount be provided.
For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" in the accompanying prospectus.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended, and the
Internal Revenue Code of 1986 impose various requirements on--
- ERISA Plans, and
- persons that are fiduciaries with respect to ERISA Plans,
in connection with the investment of the assets of an ERISA Plan. For purposes
of this discussion, ERISA Plans may include individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts,
including as applicable, insurance company general accounts, in which other
ERISA Plans are invested.
A fiduciary of any ERISA Plan should carefully review with its legal
advisors whether the purchase or holding of offered certificates could be or
give rise to a transaction that is prohibited or is not otherwise permitted
either under ERISA or Section 4975 of the Internal Revenue Code of 1986 or
whether there exists any statutory or administrative exemption applicable
thereto. Some fiduciary and prohibited transaction issues arise only if the
assets of the trust are "plan assets" for purposes of Part 4 of Title I of ERISA
and Section 4975 of the Internal Revenue Code of 1986. Whether the assets of the
trust will be plan assets at any time will depend on a number of factors,
including the portion of any class of series 2000-C1 certificates that is held
by benefit plan investors, as defined in U.S. Department of Labor Regulation
Section 2510.3-101.
The U.S. Department of Labor has issued an individual prohibited
transaction exemption to Smith Barney Inc., a predecessor in interest to Salomon
Smith Barney Inc., one of the underwriters, identified as Prohibited Transaction
Exemption 91-23. Subject to the satisfaction of the conditions set forth in PTE
91-23, PTE 91-23 generally exempts from the application of the prohibited
transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the
excise taxes imposed on these prohibited transactions under Sections 4975(a) and
(b) of the Internal Revenue Code of 1986, specified transactions relating to,
among other things--
- the servicing and operation of pools of real estate loans, such as the
mortgage pool, and
- the purchase, sale and holding of mortgage pass-through certificates,
such as the class X, A-1 and A-2 certificates, that are underwritten by
an Exemption-Favored Party.
PTE 91-23 sets forth six general conditions which must be satisfied for a
transaction involving the purchase, sale and holding of a class X, A-1 or A-2
certificate to be eligible for exemptive relief under that exemption. The
conditions are as follows:
- first, the acquisition of the certificate by a plan must be on terms that
are at least as favorable to the ERISA Plan as they would be in an
arm's-length transaction with an unrelated party;
- second, the rights and interests evidenced by that certificate must not
be subordinated to the rights and interests evidenced by the other
certificates;
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- third, at the time of its acquisition by the plan, that certificate must
be rated in one of the three highest generic rating categories by
Moody's, Fitch IBCA, Inc., S&P or Duff & Phelps Credit Rating Co.;
- fourth, the trustee cannot be an affiliate of any other member of the
Restricted Group;
- fifth, the following must be true--
1. the sum of all payments made to and retained by Exemption-Favored
Parties must represent not more than reasonable compensation for
underwriting the relevant class of certificates,
2. the sum of all payments made to and retained by us in connection
with the assignment of mortgage loans to the trust must represent not more
than the fair market value of the obligations, and
3. the sum of all payments made to and retained by the master servicer,
the special servicer and any sub-servicer must represent not more than
reasonable compensation for that person's services under the pooling and
servicing agreement and reimbursement of that person's reasonable expenses
in connection therewith; and
- sixth, the investing ERISA Plan must be an accredited investor as defined
in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as
amended.
Because the class X, A-1 and A-2 certificates are not subordinated to any
other class of series 2000-C1 certificates, the second general condition set
forth above is satisfied with respect to the class X, A-1 and A-2 certificates.
It is a condition of their issuance that the class X, A-1 or A-2 certificates be
rated not lower than "Aaa" by Moody's and "AAA" or "AAAr", as applicable, by
S&P. In addition, the initial trustee is not an affiliate of any other member of
the Restricted Group. Accordingly, as of the date of initial issuance of the
series 2000-C1 certificates, the third and fourth general conditions set forth
above will be satisfied with respect to the class X, A-1 and A-2 certificates. A
fiduciary of an ERISA Plan contemplating purchasing a class X, A-1 or A-2
certificate in the secondary market must make its own determination that, at the
time of the purchase, the certificate continues to satisfy the third and fourth
general conditions set forth above. A fiduciary of an ERISA Plan contemplating
purchasing a class X, A-1 or A-2 certificate, whether in the initial issuance of
the certificate or in the secondary market, must make its own determination that
the first and fifth general conditions set forth above will be satisfied with
respect to the certificate as of the date of the purchase. An ERISA Plan's
authorizing fiduciary will be deemed to make a representation regarding
satisfaction of the sixth general condition set forth above in connection with
the purchase of a class X, A-1 or A-2 certificate.
PTE 91-23 also requires that the trust meet the following requirements:
- the trust assets must consist solely of assets of the type that have been
included in other investment pools;
- certificates evidencing interests in those other investment pools must
have been rated in one of the three highest generic categories of
Moody's, Fitch, S&P or Duff & Phelps for at least one year prior to the
ERISA Plan's acquisition of a class X, A-1 or A-2 certificate; and
- certificates evidencing interests in those other investment pools must
have been purchased by investors other than ERISA Plans for at least one
year prior to any ERISA Plan's acquisition of a class X, A-1 or A-2
certificate.
We believe that these requirements have been satisfied as of the date of
this prospectus supplement.
If the general conditions of PTE 91-23 are satisfied, PTE 91-23 may provide
an exemption from the restrictions imposed by Sections 406(a) and 407(a) of
ERISA, as well as the excise taxes imposed by Sections 4975(a) and (b) of the
Internal Revenue Code of 1986 by reason of Sections 4975(c)(1)(A) through (D) of
the Internal Revenue Code of 1986, in connection with--
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- the direct or indirect sale, exchange or transfer of class X, A-1 or A-2
certificates acquired by an ERISA Plan upon initial issuance from us or
an Exemption-Favored Party when we are, or a mortgage loan seller, the
trustee, the master servicer, the special servicer or any sub-servicer,
provider of credit support, Exemption-Favored Party or mortgagor is, a
Party in Interest with respect to the investing ERISA Plan,
- the direct or indirect acquisition or disposition in the secondary market
of class X, A-1 or A-2 certificates by an ERISA Plan, and
- the continued holding of class X, A-1 or A-2 certificates by an ERISA
Plan.
However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA if the acquisition or holding of a
class X, A-1 or A-2 certificate is--
1. on behalf of an ERISA Plan sponsored by any member of the
Restricted Group, and
2. by any person who has discretionary authority or renders investment
advice with respect to the assets of that ERISA Plan.
Moreover, if the general conditions of PTE 91-23, as well as other
conditions set forth in that exemption, are satisfied, PTE 91-23 may also
provide an exemption from the restrictions imposed by Sections 406(b)(1) and
(b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Internal
Revenue Code of 1986 in connection with:
- the direct or indirect sale, exchange or transfer of class X, A-1 or A-2
certificates in the initial issuance of those certificates between us or
an Exemption-Favored Party and an ERISA Plan when the person who has
discretionary authority or renders investment advice with respect to the
investment of the assets of the ERISA Plan in those certificates is--
1. a borrower with respect to 5.0% or less of the fair market value of
the mortgage loans, or
2. an affiliate of this person,
- the direct or indirect acquisition or disposition in the secondary market
of class X, A-1 or A-2 certificates by an ERISA Plan, and
- the holding of class X, A-1 or A-2 certificates by an ERISA Plan.
Further, if the general conditions of PTE 91-23, as well as other
conditions set forth in that exemption, are satisfied, PTE 91-23 may provide an
exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of
ERISA, and the taxes imposed by Sections 4975(a) and (b) of the Internal Revenue
Code of 1986 by reason of Section 4975(c) of the Internal Revenue Code of 1986,
for transactions in connection with the servicing, management and operation of
the trust assets.
Lastly, if the general conditions of PTE 91-23 are satisfied, PTE 91-23
also may provide an exemption from the restrictions imposed by Sections 406(a)
and 407(a) of ERISA, and the taxes imposed by Section 4975(a) and (b) of the
Internal Revenue Code of 1986 by reason of Sections 4975(c)(1)(A) through (D) of
the Internal Revenue Code of 1986 if the restrictions are deemed to otherwise
apply merely because a person is deemed to be a Party in Interest with respect
to an investing plan by virtue of--
- providing services to the ERISA Plan, or
- having a specified relationship to this person
solely as a result of the ERISA Plan's ownership of class X, A-1 or A-2
certificates.
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Before purchasing a class X, A-1 or A-2 certificate, a fiduciary of an
ERISA Plan should itself confirm that--
- the class X, A-1 and A-2 certificates are "certificates" for purposes of
PTE 91-23, and
- the general and other conditions set forth in PTE 91-23 and the other
requirements set forth in PTE 91-23 would be satisfied at the time of the
purchase.
In addition to determining the availability of the exemptive relief
provided in PTE 91-23, a fiduciary of an ERISA Plan considering an investment in
class X, A-1 or A-2 certificates should consider the availability of any other
prohibited transaction class exemptions. See "ERISA Considerations" in the
accompanying prospectus. There can be no assurance that any exemption will apply
with respect to any particular investment by an ERISA Plan in class X, A-1 or
A-2 certificates or, even if it were deemed to apply, that it would apply to all
prohibited transactions that may occur in connection with the investment. A
purchaser of class X, A-1 or A-2 certificates should be aware, however, that
even if the conditions specified in one or more class exemptions are satisfied,
the scope of relief provided by a class exemption may not cover all acts which
might be construed as prohibited transactions.
The characteristics of the class B, C, D, E and F certificates do not meet
the requirements of PTE 91-23. Accordingly, those offered certificates may not
be acquired by, on behalf of or with the assets of an ERISA Plan, except in the
case of an insurance company using funds in its general account, which may be
able to rely on Section III of Prohibited Transaction Class Exemption 95-60.
So long as the applicable conditions are satisfied, Section III of PTCE
95-60 exempts from the application of the prohibited transaction provisions of
Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Internal
Revenue Code of 1986 transactions in connection with the servicing, management
and operation of the trust under circumstances where an insurance company
general account has an interest in the trust as a result of its acquisition of
series 2000-C1 certificates. If these conditions are met, insurance company
general accounts would be allowed to purchase the classes of the series 2000-C1
certificates, such as the class B, C, D, E and F certificates, that do not meet
the requirements of PTE 91-23 solely because they--
- are subordinated to other classes of the series 2000-C1 certificates, or
- have not received a rating at the time of the purchase in one of the
three highest rating categories from Moody's, Fitch, S&P or Duff &
Phelps.
All other conditions of the Exemption would have to be satisfied in order for
PTCE 95-60 to be available. Before purchasing any class B, C, D, E or F
certificates, an insurance company general account seeking to rely on Section
III of PTCE 95-60 should itself confirm that all applicable conditions and other
requirements have been satisfied.
A governmental plan as defined in Section 3(32) of ERISA is not subject to
Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986. However,
a governmental plan may be subject to a federal, state or local law which is, to
a material extent, similar to the foregoing provisions of ERISA or the Internal
Revenue Code of 1986. A fiduciary of a governmental plan should make its own
determination as to the need for and the availability of any exemptive relief
under any similar law.
Any fiduciary of an ERISA Plan considering whether to purchase an offered
certificate on behalf of that ERISA Plan should consult with its counsel
regarding the applicability of the fiduciary responsibility and prohibited
transaction provisions of ERISA and the Internal Revenue Code of 1986 to the
investment.
The sale of offered certificates to an ERISA Plan is in no way a
representation or warranty by us or any of the underwriters that the investment
meets all relevant legal requirements with respect to investments by ERISA Plans
generally or by any particular ERISA Plan, or that the investment is appropriate
for ERISA Plans generally or for any particular ERISA Plan.
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LEGAL INVESTMENT
The offered certificates will not be mortgage related securities for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.
As a result, the appropriate characterization of the offered certificates under
various legal investment restrictions, and thus the ability of investors subject
to these restrictions to purchase offered certificates, is subject to
significant interpretive uncertainties.
Neither we nor any of the underwriters makes any representation as to the
ability of particular investors to purchase the offered certificates under
applicable legal investment or other restrictions. All institutions whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements or review by regulatory authorities should
consult with their own legal advisors in determining whether and to what extent
the offered certificates--
- are legal investments for them, or
- are subject to investment, capital or other restrictions.
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, prudent investor provisions, percentage-of-assets limits and provisions
which may restrict or prohibit investment in securities which are not interest
bearing or income paying.
There may be other restrictions on the ability of investors, including
depository institutions, either to purchase offered certificates or to purchase
offered certificates representing more than a specified percentage of the
investor's assets. Investors should consult their own legal advisors in
determining whether and to what extent the offered certificates are legal
investments for the investors.
See "Legal Investment" in the accompanying prospectus.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an underwriting agreement,
dated as of the date of this prospectus supplement, between us and the
underwriters, the underwriters will purchase their respective allocations, as
specified below, of the offered certificates from us upon issuance. Proceeds to
us from the sale of the offered certificates, before deducting expenses payable
by us, will be an amount equal to approximately % of the initial total
principal balance of the offered certificates, plus accrued interest on all the
offered certificates from the cut-off date.
<TABLE>
<CAPTION>
UNDERWRITER CLASS A-1 CLASS A-2 CLASS X CLASS B CLASS C CLASS D CLASS E CLASS F CLASS G
- ----------- --------- --------- ------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Salomon Smith Barney Inc.
Greenwich Capital Markets,
Inc.
Chase Securities Inc.
Total..................... 100% 100% 100% 100% 100% 100% 100% 100%
</TABLE>
Distribution of the offered certificates will be made by the underwriters
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. In the case of each underwriter, any profit
on the resale of the offered certificates positioned by it may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.
The underwriters may sell the offered certificates to or through dealers,
and those dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the underwriters. Depending on the
facts and circumstances of the purchases, purchasers of the offered
certificates, including dealers, may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with reoffers and sales by them of
offered certificates. Accordingly, any profit on the resale of the offered
certificates positioned by them may be deemed to be underwriting discounts and
commissions under the
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Securities Act. Holders of offered certificates should consult with their legal
advisors in this regard prior to any reoffer or sale of those certificates.
Each underwriter has advised us that it presently intends to make a market
in the offered certificates, but it has no obligation to do so. Any market
making may be discontinued at any time, and there can be no assurance that an
active public market for the offered certificates will develop.
We have agreed to indemnify each underwriter and each person, if any, who
controls that underwriter within the meaning of Section 15 of the Securities Act
against, or make contributions to the underwriters and each of those controlling
persons with respect to, various liabilities, including specific liabilities
under the Securities Act. Each of the mortgage loan sellers has agreed to
indemnify us, our officers and directors, the underwriters, and each person, if
any, who controls us or any underwriter within the meaning of Section 15 of the
Securities Act, with respect to liabilities, including specific liabilities
under the Securities Act, relating to the mortgage loans being sold by the
particular mortgage loan seller for inclusion in the trust.
The underwriters may engage in transactions that maintain or otherwise
affect the price of the offered certificates, including short-covering
transactions in such offered certificates, and the imposition of a penalty bid,
in connection with the offering. These activities may cause the price of the
offered certificates to be higher than the price that would exist in the open
market absent these activities, and these activities may be discontinued at any
time.
Salomon Smith Barney is one of our affiliates.
LEGAL MATTERS
Particular legal matters relating to the series 2000-C1 certificates will
be passed upon for us, by Sidley & Austin, New York, New York, and for the
underwriters by Andrews & Kurth, LLP, Dallas, Texas.
RATINGS
It is a condition to their issuance that the respective classes of offered
certificates be rated as follows:
<TABLE>
<CAPTION>
CLASS MOODY'S S&P
- ----- ------- ----
<S> <C> <C>
Class A-1................................................... Aaa AAA
Class A-2................................................... Aaa AAA
Class B..................................................... Aa2 AA
Class C..................................................... A2 A
Class D..................................................... A3 A-
Class E..................................................... Baa1 BBB+
Class F..................................................... Baa2 BBB
Class G..................................................... Baa3 BBB-
Class X..................................................... Aaa AAAr
</TABLE>
The ratings on the offered certificates address the likelihood of the
timely receipt by their holders of all payments of interest to which they are
entitled on each payment date and, except in the case of the class X
certificates, the ultimate receipt by their holders of all payments of principal
to which they are entitled on or before the rated final payment date. The
ratings take into consideration the credit quality of the mortgage pool,
structural and legal aspects associated with the offered certificates, and the
extent to which the payment stream from the mortgage pool is adequate to make
payments of interest and/or principal required under the offered certificates.
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The ratings on the respective classes of offered certificates do not
represent any assessment of--
- the tax attributes of the offered certificates or of the trust,
- whether or to what extent prepayments of principal may be received on the
underlying mortgage loans,
- the likelihood or frequency of prepayments of principal on the underlying
mortgage loans,
- the degree to which the amount or frequency of prepayments of principal
on the underlying mortgage loans might differ from those originally
anticipated,
- whether or to what extent the interest payable on any class of offered
certificates may be reduced in connection with Net Aggregate Prepayment
Interest Shortfalls, and
- whether and to what extent prepayment premiums, yield maintenance
charges, Default Interest or Post-ARD Additional Interest will be
received.
Also, a security rating does not represent any assessment of the yield to
maturity that investors may experience or the possibility that the class X
certificateholders might not fully recover their investment in the event of
rapid prepayments and/or other liquidations of the mortgage loans.
In general, the ratings address credit risk and not prepayment risk. As
described in this prospectus supplement, the amounts payable with respect to the
class X certificates consist primarily of interest. Even if the entire mortgage
pool were to prepay in the initial month, with the result that the class X
certificateholders receive only a single month's interest payment and,
accordingly, suffer a nearly complete loss of their investment, all amounts due
to those certificateholders will nevertheless have been paid. This result would
be consistent with the respective ratings received on the class X certificates.
The notional amounts of the class X certificates is subject to reduction in
connection with each reduction in the total principal balance of any other
interest-bearing class of series 2000-C1 certificates, whether as a result of
payments of principal or in connection with Realized Losses and Additional Trust
Fund Expenses. The ratings of the class X certificates do not address the timing
or magnitude of reduction of the notional amounts of those certificates, but
only the obligation to pay interest timely on those notional amounts as so
reduced from time to time.
S&P assigns the additional symbol of "r" to highlight a class of securities
that S&P believes may experience high volatility or high variability in expected
returns due to non-credit risks. However, the absence of an "r" symbol should
not be construed as an indication that a class of certificates will not exhibit
volatility or variability in total return.
There can be no assurance as to whether any rating agency not requested to
rate the offered certificates will nonetheless issue a rating to any class of
offered certificates and, if so, what the rating would be. A rating assigned to
any class of offered certificates by a rating agency that has not been requested
by us to do so may be lower than the rating assigned to that class by Moody's or
S&P.
The ratings on the offered certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating organization. Each security
rating should be evaluated independently of any other security rating. See "Risk
Factors" in the accompanying prospectus.
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GLOSSARY
The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus
supplement, including in any of the annexes to this prospectus supplement.
"Additional Trust Fund Expense" means an expense of the trust that--
- arises out of a default on a mortgage loan or an otherwise unanticipated
event,
- is not included in the calculation of a Realized Loss, and
- is not covered by a servicing advance or a corresponding collection from
the related borrower.
"Administrative Fee Rate" means, for any mortgage loan in the trust, the
sum of the master servicing fee rate, plus the special servicer's standby fee
rate, plus the per annum rate applicable to the calculation of the trustee fee.
The master servicing fee rate will include any primary servicing fee rate.
"Allocated Cut-off Date Principal Balance" means, with respect to any
mortgaged real property, the cut-off date principal balance of the underlying
mortgage loan multiplied by the ratio of the Appraised Value of the particular
mortgaged real property divided by the sum of the Appraised Values of all
mortgaged real properties securing the same underlying mortgage loan.
"Annual Debt Service" means, for any underlying mortgage loan, 12 times the
amount of the monthly debt service due under the underlying the mortgage loan as
of the cut-off date.
"Appraisal Reduction Amount" means, for any mortgage loan in the trust as
to which an Appraisal Trigger Event has occurred, an amount that:
- will be determined shortly following the later of the date on which the
relevant appraisal or other valuation is obtained or performed and the
date on which the relevant Appraisal Trigger Event occurred, and
- will equal the excess, if any, of "x" over "y" where--
1. "x" is equal to the sum of:
- the Stated Principal Balance of the mortgage loan;
- to the extent not previously advanced by or on behalf of the master
servicer or the trustee, all unpaid interest, other than any Default
Interest and Post-ARD Additional Interest, accrued on the mortgage
loan through the most recent due date prior to the date of
determination;
- all accrued but unpaid special servicing fees with respect to the
mortgage loan;
- all related unreimbursed advances made by or on behalf of the master
servicer, the special servicer or the trustee with respect to the
required appraisal loan, together with interest on those advances;
and
- all currently due and unpaid real estate taxes and assessments,
insurance premiums and, if applicable, ground rents with respect to
the related mortgaged real property; and
2. "y" is equal to the sum of:
- 90% of the resulting appraised or estimated value of the related
mortgaged real property or REO Property, as that appraised or
estimated value may be reduced, to not less than zero, by the amount
of any obligations secured by liens on the property that are prior to
the lien of the mortgage loan; and
- various escrow payments, other reserves and letters of credit held by
the master servicer or the special servicer with respect to the
mortgage loan.
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If, however, the appraisal or other valuation referred to in the first
bullet point of this definition is not obtained or performed within 60 days of
the Appraisal Trigger Event referred to in the first bullet point of this
definition, and no comparable appraisal or other valuation had been obtained or
performed during the 12-month period prior to that Appraisal Trigger Event, then
until the required appraisal or other valuation is obtained or performed, the
Appraisal Reduction Amount for the subject mortgage loan will equal 25% of the
Stated Principal Balance of that mortgage loan. After receipt of the required
appraisal or other valuation, the special servicer will determine the Appraisal
Reduction Amount, if any, for the subject mortgage loan as described in the
first sentence of this definition.
"Appraisal Trigger Event" means, with respect to any mortgage loan in the
trust, any of the following events:
- the mortgage loan has been modified by the special servicer in a manner
that--
1. affects the amount or timing of any monthly debt service payment of
principal or interest due on it, other than, or in addition to, bringing
monthly debt service payments current with respect to the mortgage loan,
2. except as expressly contemplated by the related loan documents,
results in a release of the lien of the mortgage, deed of trust or other
comparable security instrument on any material portion of the related
mortgaged real property without a corresponding principal prepayment in an
amount, or the delivery of substitute real property collateral with a fair
market value, that is not less than the fair market value of the property
to be released, or
3. in the judgment of the special servicer, otherwise materially
impairs the security for the mortgage loan or reduces the likelihood of
timely payment of amounts due on the mortgage loan;
- the related borrower fails to make any monthly debt service payment with
respect to the mortgage loan and the failure continues for 60 days;
- a receiver is appointed and continues in that capacity with respect to
the mortgaged real property securing the mortgage loan;
- the related borrower becomes the subject of bankruptcy, insolvency or
similar proceedings; or
- the mortgaged real property securing the mortgage loan becomes an REO
Property.
"Appraisal Value" or "Appraised Value" means, for any mortgaged real
property securing a pooled mortgage loan, the appraiser's estimate of value of
the leased fee estate or, where applicable, the leasehold estate, as stated in
the appraisal with a valuation date as specified on Annex A.
"ARD Loan" means any mortgage loan in the trust having the characteristics
described in the first paragraph under "Description of the Mortgage Pool--Terms
and Conditions of the Underlying Mortgage Loans--ARD Loan" in this prospectus
supplement.
"Available Distribution Amount" means the total amount available to make
payments of interest and principal on the series 2000-C1 certificates on each
payment date. The Available Distribution Amount for any payment date will
include--
- All payments and other collections on the mortgage loans and any REO
Properties that are on deposit in the Certificate Account as of the close
of business on the last day of the related collection period, exclusive
of any portion of those payments and other collections that represents
one or more of the following:
1. scheduled payments of principal and interest due subsequent to the
end of the related collection period;
2. prepayment premiums and additional interest, which are separately
payable on the series 2000-C1 certificates;
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3. amounts that are payable or reimbursable to any person other than
the holders of the series 2000-C1 certificates, including--
- amounts payable to the master servicer, the special servicer, any
sub-servicers or the trustee as compensation, including trustee fees,
master servicing fees, special servicing fees, special servicer's
standby fees, assumption fees, assumption application fees,
modification fees, earnout fees and, to the extent not otherwise
applied to cover interest on advances, Default Interest and late
payment charges,
- amounts payable in reimbursement of outstanding advances, together
with interest on those advances, and
- amounts payable in respect of Additional Trust Fund Expenses;
4. if the payment date occurs during February of any year or during
January of any year that is not a leap year, the interest reserve amounts
with respect to the pooled mortgage loans that accrue interest on an
actual/360 basis and are to be transferred from the Certificate Account to
the Interest Reserve Account during that month and held for future
payment; and
5. amounts deposited in the Certificate Account in error.
- Any advances of delinquent monthly payments of principal and interest due
on the mortgage loans made on that payment date.
- If the payment date occurs during March of any year, the interest reserve
amounts with respect to any pooled mortgage loans that accrue interest on
an actual/360 basis and are transferred from the interest reserve account
to the Certificate Account during that month.
"Calculated Original Amortization Term" means, with respect to a mortgage
loan, the number of months that would be required to fully amortize the mortgage
loan's original principal balance assuming:
- the actual mortgage loan rate;
- the actual monthly debt service payment; and
- an assumed interest accrual method of 30/360, irregardless of the actual
interest accrual method.
"Certificate Account" has the meaning set forth under "Description of the
Agreements--Certificate Account" in the accompanying prospectus.
"CMSA" shall mean the Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto.
"CMSA Investor Reporting Package" shall mean, collectively:
- the following five electronic files--
1. loan set-up file,
2. loan periodic update file,
3. property file,
4. bond file, and
5. collateral summary file; and
- the following seven supplemental reports--
1. delinquent loan status report,
2. historical loan modification report,
3. historical liquidation report,
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4. REO status report,
5. operating statement analysis report,
6. comparative financial status report, and
7. servicer watch list.
"Cut-off Date LTV Ratio" means, for any underlying mortgage loan, the ratio
of--
- the cut-off date principal balance of the mortgage loan, to
- the Appraised Value of the related mortgaged real property or properties.
However, in the event that an underlying mortgage loan is part of a
cross-collateralized group of mortgage loans for which there is no provision
allowing for the potential release of the cross-collateralization, then Cut-off
Date LTV Ratio means the ratio of--
- the total cut-off date principal balance for all of the underlying
mortgage loans in the cross-collateralized group, to
- the total Appraised Value for all of the mortgaged real properties
related to the cross-collateralized group.
"Default Interest" means, for any underlying mortgage loan, any interest
that--
- accrues on a defaulted mortgage loan solely by reason of the subject
default, and
- is in excess of all interest at the related mortgage interest rate set
forth on Annex A and any Post-ARD Additional Interest accrued on the
mortgage loan.
"Environmental Report" means a Phase I environmental study, environmental
screening assessment or transaction screen, or update thereof, prepared by a
third-party consultant.
"ERISA Plan" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Internal Revenue Code of 1986.
"Escrowed Replacement Reserves Current Annual Report" means, with respect
to any pooled mortgage loan, the monthly dollar amount actually deposited into a
replacement reserves escrow account in conjunction with the February, 2000
monthly debt service payment, multiplied by twelve.
"Escrowed Replacement Reserves Initial Deposit" means, with respect to any
pooled mortgage loan, the dollar amount deposited into an escrow account at the
time of origination, to be used for future ongoing repairs and replacements for
the related mortgaged real property or properties.
"Exemption-Favored Party" means any of the following--
- Salomon Smith Barney, Inc.,
- any person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Salomon Smith
Barney, Inc., and
- any member of the underwriting syndicate or selling group of which a
person described in either of the prior two bullet points is a manager or
co-manager with respect to the class A-1, A-2 and X certificates.
"Expenses" are the operating expenses incurred for a mortgaged real
property for the specified historical operating period, as reflected in the
operating statements and other information furnished by the related borrower.
Those expenses generally include--
- salaries, wages and benefits,
- the costs of utilities,
- repairs and maintenance,
- marketing,
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- insurance,
- management,
- landscaping,
- security, if provided at the mortgaged real property,
- real estate taxes or PILOT payments in lieu of real estate taxes,
- general and administrative expenses,
- ground lease payments, and
- other similar costs,
but without any deductions for debt service, depreciation, amortization, capital
expenditures or reserves for any of these deductions.
In the case of certain retail, office and/or industrial properties,
Expenses may have included leasing commissions and tenant improvements.
In the case of hospitality properties, Expenses included such departmental
expenses as--
- guest room,
- food and beverage,
- telephone,
- rental and other expenses, and
- various undistributed operating expenses, such as general and
administrative expenses, management fees, marketing expenses and
franchise fees.
In addition, in the case of any mortgaged real property that is subject to
an operating lease with a single operator, Revenues were calculated as described
above based on rental payments received by the related borrower under the
operating lease and not revenues received by the operator.
"GAAP" means generally accepted accounting principles.
"Hybrid Interest Differential" means the present value of one Hypothetical
Payment discounted at the Reference Treasury Yield. For purposes of this
definition:
- "Hypothetical Payment" means an amount equal to 1/12 of the product of--
1. either--
- 1/2 of the sum of the prepaid balance, plus the full mortgage
balloon, or
- the prepaid balance, if that balance is less than the full mortgage
balloon, multiplied by
2. the mortgage interest rate less the Reference Treasury Yield,
multiplied by
3. the months from prepay to maturity.
- The Hypothetical Payment occurs midway between the point of prepayment
and maturity.
- The "Reference Treasury Yield" is the yield on the treasury closest in
maturity to the maturity of the mortgage.
- The present value will be done using the Reference Treasury Yield in a
semi-annual discounting procedure.
- The full mortgage balloon is the total principal due on the last payment
date.
"Interest Differential" means a yield maintenance premium that is generally
equal to the product obtained by multiplying:
- the amount of principal being prepaid, times
- the difference obtained by subtracting the discount rate from the
mortgage interest rate, times
- the present value factor calculated using the following formula--
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<TABLE>
<S> <C>
(1-(1 + r)- (n))
- ---------------
r
</TABLE>
where:
r = Monthly Discount Rate
n = the number of years, and any fraction of a year, remaining between
the prepayment date and the maturity date or anticipated repayment
date, as applicable.
"Interest Reserve Account" means the account maintained by the trustee for
purposes of holding a portion of the scheduled interest paid or advanced on
actual/360 mortgage loans in January, except during a leap year, and February,
as described under "Description of the Offered Certificates--Interest Reserve
Account" in this prospectus supplement.
"Loan Balance at Maturity/ARD" means, with respect to any pooled mortgage
loan, the principal balance remaining after giving affect to the principal
component of the monthly debt service payment made on the maturity date of the
mortgage loan or, in the case of an ARD Loan, the anticipated repayment date,
assuming no prior prepayments or defaults.
"Maturity Assumptions" means, collectively, the following assumptions
regarding the series 2000-C1 certificates and the mortgage loans in the trust:
- the mortgage loans have the characteristics set forth on Annex A and the
initial mortgage pool balance is approximately $729,440,160;
- the initial total principal balance or notional amount, as the case may
be, of each class of series 2000-C1 certificates, other than the class R
and Y certificates, is as described in this prospectus supplement;
- the pass-through rate for each interest-bearing class of series 2000-C1
certificates is as described in this prospectus supplement;
- there are no delinquencies or losses with respect to the mortgage loans;
- there are no modifications, extensions, waivers or amendments affecting
the monthly debt service payments by borrowers on the mortgage loans;
- there are no Appraisal Reduction Amounts with respect to the mortgage
loans;
- there are no casualties or condemnations affecting the corresponding
mortgaged real properties;
- each of the mortgage loans provides monthly debt service payments to be
due on the first day of each month and accrues interest on the respective
basis described in this prospectus supplement, which is either a 30/360
basis or an actual/360 basis;
- all prepayments on the mortgage loans are assumed to be accompanied by a
full month's interest;
- there are no breaches of either mortgage loan seller's representations
and warranties regarding the mortgage loans that are being sold by it;
- monthly debt service payments on the mortgage loans are timely received
on the first day of each month;
- no voluntary or involuntary prepayments are received as to any mortgage
loan during that mortgage loan's prepayment lock-out period or prepayment
consideration period, in each case if any;
- each ARD Loan is paid in full on its anticipated repayment date;
- except as otherwise assumed in the immediately preceding two bullet
points, prepayments are made on each of the mortgage loans at the
indicated CPRs set forth in the subject tables or other relevant part of
this prospectus supplement, without regard to any limitations in those
mortgage loans on partial voluntary principal prepayments;
- no person or entity entitled thereto exercises its right of optional
termination described in this prospectus supplement under "Description of
the Offered Certificates--Termination";
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- no mortgage loan is required to be repurchased by either mortgage loan
seller;
- no prepayment premiums or yield maintenance charges are collected;
- there are no Additional Trust Fund Expenses;
- payments on the offered certificates are made on the 18th day of each
month, commencing in July 2000; and
- the offered certificates are settled on June , 2000.
"Maturity Date/ARD LTV Ratio" means, for any underlying mortgage loan, the
related Loan Balance at Maturity/ARD for the particular mortgage loan, divided
by the Appraised Value of the related mortgaged real property or properties.
However, if an underlying mortgage loan is part of a cross-collateralized group
of mortgage loans, and if there is no provision allowing for the potential
release of the cross-collateralization, then Maturity Date/ARD LTV Ratio means
the ratio of--
- the total Loan Balance at Maturity/ARD for all of the underlying mortgage
loans in the cross-collateralized group, to
- the total Appraised Value for all of the mortgaged real properties
related to the cross-collateralized group.
"Monthly Discount Rate" means the rate which, when compounded monthly, is
equivalent to the discount rate as described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this prospectus supplement.
"Net Aggregate Prepayment Interest Shortfall" means, with respect to any
payment date, the excess, if any, of--
- the Prepayment Interest Shortfalls incurred with respect to the mortgage
pool during the related collection period, over
- the total payments made by the master servicer to cover those Prepayment
Interest Shortfalls.
"Net Operating Income" or "NOI" means, for any mortgaged real property
securing a pooled mortgage loan, the net property income derived from the
property, which is equal to Revenues less Expenses, for the applicable time
period, that was available for debt service, as established by information
provided by the related borrower, except that in some cases the net property
income has been adjusted by removing various non-recurring expenses and revenues
or by other normalizations. NOI does not reflect accrual of costs such as
reserves, capital expenditures, tenant improvements and leasing commissions and
does not reflect non-cash items such as depreciation or amortization. In some
cases, capital expenditures, tenant improvements and leasing commissions and
non-recurring items may have been treated by a borrower as an expense but were
excluded from Expenses to reflect normalized NOI. We have not made any attempt
to verify the accuracy of any information provided by a particular borrower or
to reflect changes in net property income that may have occurred since the date
of the information provided by any borrower for the related mortgaged real
property. NOI was not necessarily determined in accordance with GAAP. Moreover,
NOI is not a substitute for net income determined in accordance with GAAP as a
measure of the results of a mortgaged real property's operations or a substitute
for cash flows from operating activities determined in accordance with GAAP as a
measure of liquidity and in certain cases may reflect partial-year
annualizations.
"NOI Debt Service Coverage Ratio" or "NOI DSCR" means, for any underlying
mortgage loan, the ratio of--
- the annualized NOI for the corresponding mortgaged real property or
properties for the specified operating period, to
- the Annual Debt Service for the underlying mortgage loan.
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However, if an underlying mortgage loan is part of a cross-collateralized group
of mortgage loans, and if there is no provision allowing for the potential
release of the cross-collateralization, then NOI DSCR means the ratio of--
- the total NOI for the specified 12-month time period for all of the
mortgaged real properties related to the cross-collateralized group, to
- the total Annual Debt Service for all of the underlying mortgage loans in
the cross-collateralized group.
"NRSF ", "NRS " or "SF " means the square footage of the net rentable area
of a mortgaged real property.
"Occupancy %" or "Occupancy Percentage" means, for any mortgaged real
property, the percentage of leasable square footage or total Units/Rooms/Pads,
as the case may be, at the particular property that was physically occupied as
of a specified date, as derived from the most recent rent roll provided by the
borrower.
"Party in Interest" means any person that is a "party in interest" within
the meaning of ERISA or a "disqualified person" within the meaning of the
Internal Revenue Code of 1986.
"Permitted Encumbrances" means, with respect to any mortgaged real property
securing a mortgage loan in the trust, any and all of the following:
- the lien of current real property taxes and assessments not yet due and
payable;
- covenants, conditions and restrictions, rights of way, easements and
other matters of public record, and other matters to which like
properties are commonly subject, which do not materially and adversely
affect the current use of the mortgaged real property, the security
interest of the lender or the value of the mortgaged real property;
- the rights of tenants whether under ground leases or space leases, at the
property to remain following a foreclosure or similar proceeding,
provided that those tenants are performing under their leases;
- exceptions and exclusions specifically referred to in the related
lender's title insurance policy or, as evidenced by a marked-up
commitment, to be issued in respect of the mortgage loan; and
- if the mortgage loan is cross-collateralized with any other pooled
mortgage loan, the lien of the mortgage, deed of trust or other security
instrument for that other mortgage loan.
"Permitted Investments" means the U.S. government securities and other
investment grade obligations specified in the pooling and servicing agreement.
"Post-ARD Additional Interest" means, with respect to any ARD Loan, the
additional interest accrued with respect to that mortgage loan as a result of
the marginal increase in the related mortgage interest rate upon passage of the
related anticipated repayment date, as that additional interest may compound in
accordance with the terms of that mortgage loan.
"Prepayment Interest Excess" means, with respect to any full or partial
prepayment of a pooled mortgage loan made by the related borrower during any
collection period after the due date for that loan, the amount of any interest
collected on that prepayment for the period following that due date, less the
amount of master servicing fees and special servicer's standby fees payable from
that interest collection, and exclusive of any Default Interest and Post-ARD
Additional Interest included in that interest collection.
"Prepayment Interest Shortfall" means, with respect to any full or partial
prepayment of a pooled mortgage loan made by the related borrower during any
collection period prior to the due date for that loan, the amount of any
uncollected interest that would have accrued on that prepayment through that due
date, less the amount of master servicing fees and special servicer's standby
fees that would have been
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payable from that uncollected interest, and exclusive of any portion of that
uncollected interest that would have been Default Interest or Post-ARD
Additional Interest.
"Prepayment Provisions", for each underlying mortgage loan, are as follows:
- "LO(y)" means the original duration of the lock-out period is y payments;
- "Defeasance(y)" means the original duration of the defeasance period is y
payments;
- "Grtrx%UPBorYM(y)"means, for an original period of y payments, the
relevant prepayment premium will equal the greater of the applicable
yield maintenance charge and x% of the principal amount prepaid;
- "YM(y)" means, for an original period of y payments, the relevant
prepayment premium will equal the yield maintenance charge;
- "Free(y)" means the underlying mortgage loan is freely prepayable for a
period of y payments; and
- "x%(y)" means, for an original period of y payments, the relevant
prepayment premium will equal "x%" of the principal amount prepaid.
"Present Value" means a yield maintenance premium that is generally equal
to:
- the product obtained by multiplying--
1. the ratio of--
- the amount of principal being prepaid, to
- the principal balance outstanding, assuming no prepayments have
been made, times
2. the present value as of the prepayment date of the remaining
scheduled payments of principal and interest from the prepayment date
through, as applicable, the maturity date or anticipated repayment date,
including any balloon payment, determined by discounting those payments at
the Monthly Discount Rate, less
- the amount of principal being prepaid.
"Putnam Loan" means the pooled mortgage loan secured by the property
identified on Annex A as the Putnam Building.
"Realized Losses" means losses on or with respect to the pooled mortgage
loans arising from the inability of the master servicer and/or the special
servicer to collect all amounts due and owing under the mortgage loans,
including by reason of the fraud or bankruptcy of a borrower or, to the extent
not covered by insurance, a casualty of any nature at a mortgaged real property.
"Recommended Annual Replacement Reserves" means, for any mortgaged real
property securing a pooled mortgage loan, the expected average annual
uncompounded amount for future ongoing repairs and replacements over a time
horizon not less than the original loan term of the respective mortgage loan, as
estimated in the Property Condition Assessment.
"Related Mortgage Loan Group" means a group of pooled mortgage loans that
have at least one principal in common and may or may not be cross-collateralized
or have the same borrower.
"Related Underlying Mortgage Loans" means any two or more underlying
mortgage loans for which the related mortgaged real properties are either owned
by the same entity or owned by two or more entities controlled by the same key
principals.
"REO Property" means any mortgaged real property that is acquired by the
trust through foreclosure, deed-in-lieu of foreclosure or otherwise following a
default on the corresponding pooled mortgage loan.
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"Restricted Group" means, collectively, the following persons and
entities--
- the trustee,
- the Exemption-Favored Parties,
- us,
- the master servicer,
- the special servicer,
- any sub-servicers,
- the mortgage loan sellers,
- each borrower, if any, with respect to pooled mortgage loans constituting
more than 5.0% of the total unamortized principal balance of the mortgage
pool as of the cut-off date, and
- any and all affiliates of any of the aforementioned persons.
"Revenues" means the gross revenues received with respect to a mortgaged
real property securing any pooled mortgage loan, for the specified time period,
as reflected in the operating statements and other information furnished by the
related borrower. Those revenues generally include:
- for the multifamily rental properties, gross rental and other revenues;
- for the retail, office and industrial properties, base rent, percentage
rent, expense reimbursements and other revenues; and
- for the hospitality properties, guest room, food and beverage, telephone
and other revenues.
In addition, in the case of any mortgaged real property that is subject to
an operating lease with a single operator, Revenues were based on rental
payments received by the related borrower under the operating lease and not
revenues received by the operator.
"Servicing Standard" means, with respect to either the master servicer or
the special servicer, to service and administer the pooled mortgage loans and
any REO Properties owned by the trust for which that party is responsible:
- with the same care, skill and diligence as is normal and usual in its
general mortgage servicing and asset management activities on behalf of
third parties or on behalf of itself, whichever is higher, with respect
to comparable loans and real properties;
- with a view to--
1. the timely collection of all scheduled payments of principal and
interest, including balloon payments, under those mortgage loans, and
2. in the case of the special servicer, if a mortgage loan comes into
and continues in default and if, in the judgment of the special servicer,
no satisfactory arrangements can be made for the collection of the
delinquent payments, the maximization of the recovery on that defaulted
mortgage loan to the series 2000-C1 certificateholders, as a collective
whole, on a present value basis; and
- without regard to--
1. any known relationship that the master servicer or the special
servicer, as the case may be, or any of its affiliates may have with any
of the underlying borrowers,
2. the ownership of any series 2000-C1 certificate by the master
servicer or the special servicer, as the case may be, or by any of its
affiliates,
3. the obligation of the master servicer to make advances,
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4. the special servicer's obligation to make, or direct the master
servicer to make, servicing advances, and
5. the right of the master servicer or the special servicer, as the
case may be, or any of its affiliates to receive reimbursement of costs,
or the sufficiency of any compensation payable to it, under the pooling
and servicing agreement or with respect to any particular transaction.
"Servicing Transfer Event" means, with respect to any mortgage loan in the
trust, any of the following events:
1. the related borrower fails to make when due any monthly debt
service payment, including a balloon payment, or any other payment required
under the related promissory note or the related mortgage, deed of trust or
other comparable security instrument, and either the failure actually
continues, or the master servicer believes it will continue, unremedied for
60 days;
2. the master servicer determines that a default in the making of a
monthly debt service payment, including a balloon payment, or any other
material payment required to be made under the related promissory note or
the related mortgage, deed of trust or other comparable security
instrument, is likely to occur within 30 days and either--
- the default is likely to remain unremedied for at least 60 days, or
- the related borrower has requested a material modification of the
related mortgage loan, other than the waiver of a due-on-sale clause;
3. the master servicer determines that a non-payment default has
occurred under the mortgage loan that may materially impair the value of
the corresponding mortgaged real property as security for the mortgage loan
and the default continues unremedied for the applicable cure period under
the terms of the mortgage loan or, if no cure period is specified, for 60
days;
4. various events of bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings occur with
respect to the related borrower or the corresponding mortgaged real
property, or the related borrower takes various actions indicating its
bankruptcy, insolvency or inability to pay its obligations; or
5. the master servicer receives notice of the commencement of
foreclosure or similar proceedings with respect to the corresponding
mortgaged real property.
A Servicing Transfer Event will cease to exist, if and when:
- with respect to the circumstances described in clause 1. of this
definition, the related borrower makes three consecutive full and timely
monthly debt service payments under the terms of the mortgage loan, as
those terms may be changed or modified in connection with a bankruptcy or
similar proceeding involving the related borrower or by reason of a
modification, waiver or amendment granted or agreed to by the master
servicer or the special servicer;
- with respect to the circumstances described in clauses 2. and 4. of this
definition, those circumstances cease to exist in the judgment of the
special servicer;
- with respect to the circumstances described in clause 3. of this
definition, the default is cured in the judgment of the special servicer;
and
- with respect to the circumstances described in clause 5. of this
definition, the proceedings are terminated.
"Simple Interest" means 1/12 of the product of--
- the amounts of prepaid principal, multiplied by
- the difference between the mortgage rate and the rate, not the yield, on
the treasury bill, bond, or note closest in maturity to March 1, 2010,
multiplied by
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- the number of months from prepay to maturity.
"Stated Principal Balance" means, for each mortgage loan in the trust, an
amount that:
- will initially equal its cut-off date principal balance or, in the case
of a replacement mortgage loan, its principal balance as of the date of
substitution, after application of all scheduled payments of principal
due on or before that date; and
- will be permanently reduced on each subsequent payment date, to not less
than zero, by--
1. that portion, if any, of the Total Principal Payment Amount for that
payment date that is attributable to that mortgage loan, and
2. the principal portion of any Realized Loss incurred with respect to
that mortgage loan during the related collection period.
However, the "Stated Principal Balance" of a mortgage loan will, in all
cases, be zero as of the payment date following the collection period in which
it is determined that all amounts ultimately collectible with respect to the
mortgage loan or any related REO Property have been received.
"Sub-Servicing Fee Rate" means, for any underlying mortgage loan, the per
annum rate at which the monthly sub-servicing fee is payable to any
sub-servicer.
"Total Principal Payment Amount" means:
- for any payment date prior to the final payment date, an amount equal to
the total, without duplication, of the following--
1. all payments of principal, including voluntary principal
prepayments, received on the pooled mortgage loans during the related
collection period, exclusive of any of those payments that represents a
late collection of principal for which an advance was previously made for
a prior payment date or that represents a monthly payment of principal due
on or before the cut-off date or on a due date subsequent to the end of
the related collection period,
2. all monthly payments of principal received on the pooled mortgage
loans prior to, but that are due during, the related collection period,
3. all other collections, including liquidation proceeds, condemnation
proceeds, insurance proceeds and repurchase proceeds, that were received
on or with respect to any of the pooled mortgage loans or any related REO
Properties during the related collection period and that were identified
and applied by the master servicer as recoveries of principal of the
subject mortgage loan or, in the case of an REO Property, of the related
mortgage loan, in each case net of any portion of the particular
collection that represents a late collection of principal due on or before
the cut-off date or for which an advance of principal was previously made
for a prior payment date, and
4. all advances of principal made with respect to the mortgage loans
for that payment date; and
- for the final payment date, an amount equal to the total Stated Principal
Balance of the mortgage pool outstanding immediately prior to that final
payment date.
"Treasury Flat" means the average yield for "This Week" as reported by the
Federal Reserve Board in Federal Reserve Statistical Release H.15(519) for the
constant maturity treasury security having a maturity coterminous with the
maturity date or, in the case of an ARD Loan, the anticipated repayment date of
the prepaid underlying mortgage loan as of any particular date. If there is no
rate for instruments having a maturity coterminous with the remaining term to
maturity or the anticipated repayment date, as applicable, of the subject
underlying mortgage loan, then Treasury Flat will equal the interpolation of the
yields of the constant maturity treasuries with maturities next longer and
shorter than those remaining term to maturity or anticipated repayment date, as
applicable.
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"Underwritten Expenses" or "U/W Expenses" means, with respect to any
mortgaged real property securing a pooled mortgage loan, the annual operating
expenses estimated for that property, generally consistent with the historical
annual expenses reflected in the operating statements and other information
furnished by the related borrower, except that those expenses were often
modified as follows:
- operating expenses were generally adjusted by various factors such as
inflation, appraisers' estimates and historical trends;
- if there was no management fee or a below market management fee, it was
assumed that a management fee is payable with respect to the mortgaged
real property in an amount that is the greater of the market rate or
lender's minimum management fee underwriting criteria for the applicable
property type; and
- those expenses were adjusted so as to eliminate any capital expenditures,
loan closing costs, tenant improvements or leasing commissions and
similar non-recurring expenses.
Underwritten Expenses generally include--
- salaries, wages and benefits,
- the costs of utilities,
- repairs and maintenance,
- marketing,
- insurance,
- management,
- landscaping,
- security, if provided at the mortgaged real property,
- real estate taxes,
- general and administrative expenses, and
- ground lease payments, and other costs,
but without any deductions for debt service, depreciation and amortization or
capital expenditures, tenant improvements or leasing commissions.
In the case of hospitality properties, Underwritten Expenses included such
departmental expenses as--
- guest room,
- food and beverage,
- telephone,
- rental and other expenses, and
various undistributed operating expenses such as--
- general and administrative expenses,
- management fees,
- marketing expenses, and
- franchise fees.
In addition, in the case of any mortgaged real property that is subject to
an operating lease with a single operator, Underwritten Expenses were based on
expenses incurred by the related borrower under the operating lease and not
operating expenses by the operator.
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The historical expenses with respect to any mortgaged real property were
generally obtained--
- from borrower-prepared operating statements relating to the latest
reported operating period,
- by analyzing the amount of expenses for previous operating periods,
including annualizing any partial periods for which operating statements
were available, with adjustments for items deemed inappropriate for
annualization, and/or
- by reviewing the amounts of expenses for periods prior to the latest full
calendar year where that information was available or, in the case of a
limited number of newly-constructed properties, the borrower's projected
operating budget.
"Underwritten Net Cash Flow", "Underwritten NCF" or "U/W NCF" means, for
any mortgaged real property, the Underwritten NOI for that property reduced by
the following items, if and to the extent that the items have not already been
netted-out in calculating Underwritten NOI--
- underwritten capital expenditure reserves,
- furniture, fixtures and equipment reserves (for hospitality properties),
and
- underwritten tenant improvements and leasing commission reserves.
Underwritten Net Cash Flow is subject to the same limitations and qualifications
as Underwritten NOI.
"Underwritten NCF Debt Service Coverage Ratio" and "U/W NCF DSCR" means,
for any underlying mortgage loan, the ratio of--
- the annualized U/W NCF for the corresponding mortgaged real property or
properties for the specified operating period, to
- the Annual Debt Service for the underlying mortgage loan.
However, if an underlying mortgage loan is part of a cross-collateralized group
of mortgage loans, and if there is no provision allowing for the potential
release of the cross-collateralization, then U/W NCF DSCR means the ratio of--
- the total U/W NCF for the specified 12-month time period for all of the
mortgaged real properties related to the cross-collateralized group, to
- the total Annual Debt Service for all of the underlying mortgage loans in
the cross-collateralized group.
"Underwritten NOI" or "U/W NOI" means, for any mortgaged real property
securing any pooled mortgage loan, an estimate, made at or about the time of
origination of that mortgage loan or, in some cases, more recently based upon
current financial information, of the total cash flow anticipated to be
available for Annual Debt Service on the underlying mortgage loan, calculated as
the excess of Underwritten Revenues over Underwritten Expenses before
considering any reserves or capital expenditures.
Underwritten NOI describes the cash flow available before deductions for
capital expenditures such as tenant improvements, leasing commissions and
structural reserves. In general, Underwritten NOI has been calculated without
including underwritten reserves or any other underwritten capital expenditures
among Underwritten Expenses. Had those reserves been so included, Underwritten
NOI would have been lower. Even in those cases where such underwritten reserves
or any other underwritten capital expenditures were so included, no cash may
have been actually escrowed. No representation is made as to the future
operating income of the properties, nor is the Underwritten NOI set forth in
this prospectus supplement with respect to any mortgaged real property intended
to represent such future operating income.
Actual conditions at any mortgaged real property may differ substantially,
from the assumed conditions used in calculating Underwritten NOI. In particular,
the assumptions regarding future revenues, tenant vacancies, future expenses and
various other relevant factors, may differ substantially from actual
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conditions and circumstances with respect to any mortgaged real property. There
can be no assurance that the actual financial performance of any of the
mortgaged real properties will meet the underwritten results assumed in
connection with the origination or purchase of the underlying mortgage loans.
Underwritten NOI and the Underwritten Revenues and Underwritten Expenses
used to determine Underwritten NOI for each mortgaged real property are derived
from information furnished by the respective borrowers. Net income for a
mortgaged real property as determined under GAAP would not be the same as the
Underwritten NOI for the mortgaged real property set forth in the following
schedule or tables. In addition, Underwritten NOI is not a substitute for or
comparable to operating income as determined in accordance with GAAP as a
measure of the results of a property's operations or a substitute for cash flows
from operating activities determined in accordance with GAAP as a measure of
liquidity.
"Underwritten NOI Debt Service Coverage Ratio", "Underwritten NOI DSCR" or
"U/W NOI DSCR" means, for any underlying mortgage loan, the ratio of--
- the Underwritten NOI for the related mortgaged real property or
properties, to
- the Annual Debt Service for the related underlying mortgage loan.
However, if an underlying mortgage loan is part of a cross-collateralized group
of mortgage loans, and if there is no provision allowing for the potential
release of the cross-collateralization, then Underwritten NOI DSCR means the
ratio of--
- the total Underwritten NOI for all of the mortgaged real properties
related to the cross-collateralized group, to
- the total Annual Debt Service for all of the underlying mortgage loans in
the cross-collateralized group.
"Underwritten Revenues" or "U/W Revenues" means the annual operating
revenues estimated for a mortgaged real property, and generally equals, subject
to the assumptions and adjustments specified below:
- in the case of the multifamily rental properties, the amount of gross
rents expected to be received during a 12-month period, as estimated by
annualizing a current rent roll provided by the borrower in connection
with the origination of the underlying mortgage loan or, more recently,
under its periodic operating statements reporting requirements;
- in the case of the commercial properties, other than hospitality
properties, the amount of gross rents expected to be received during a
12-month period, as estimated by annualizing a current roll provided by
the borrower in connection with the origination of the underlying
mortgage loan or, more recently, under its periodic operating statements
reporting requirements, plus--
1. for some commercial properties, percentage rents or other revenues
based on normalized actual amounts collected during previous operating
periods, plus
2. in the case of some commercial properties with modified gross or net
leases, the amount of expense reimbursements expected to be received over
a 12-month period, as estimated based upon actual lease terms currently in
effect or actual amounts collected during previous operating periods, and
- in the case of hospitality properties, annual revenues consistent with
historical operating trends and market and competitive conditions.
For multi-family rental and commercial properties, Underwritten Revenues also
may include some other revenue items such as parking fees, laundry income and
late fees.
However, Underwritten Revenues were decreased to take into account--
- the market vacancy rate, if that rate was more than the vacancy rate
reflected in the most recent rent roll or operating statements, as the
case may be, furnished by the related borrower,
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- lender's minimum vacancy underwriting criteria for the applicable
property type, and
- for some commercial properties, applicable market rental rates,
resulting, in some cases, in base rents being marked downward to market
rents.
In addition, in the case of some commercial properties, the Underwritten
Revenues were adjusted upward to account for all or a portion of the rents
provided for under any rent step-ups or new leases scheduled to take effect,
generally within six months of the date of the rent roll used to underwrite the
mortgaged property. In addition, in the case of any mortgaged real properties
that are subject to an operating lease with a single operator, Underwritten
Revenues were based on rental payments received by the related borrower under
the operating lease and not revenues received by the operator.
"Units", "Pads" and "Rooms", respectively, mean:
- in the case of a mortgaged real property operated as multifamily housing,
the number of apartments, regardless of the size of or number of rooms in
such apartment, which are referred to in Annex A as "Units";
- in the case of a mortgaged real property operated as a mobile home park,
the number of pads, which are referred to in Annex A as "Pads"; and
- in the case of a mortgaged real property operated as a hotel or motel,
the number of rooms, which are referred to in Annex A as "Rooms".
"U/W Annual Replacement Reserves" or "Underwritten Annual Replacement
Reserves" means the average annual ongoing repairs and replacements estimated
for a mortgaged real property, generally consistent with the Recommended Annual
Replacement Reserves.
"Weighted Average Pool Pass-Through Rate" means, for each payment date, the
weighted average of the following annual rates with respect to all of the
mortgage loans in the trust, weighted on the basis of the mortgage loans'
respective Stated Principal Balances immediately prior to that payment date:
- in the case of each mortgage loan that accrues interest on a 30/360
basis, an annual rate equal to--
1. the mortgage interest rate in effect for that mortgage loan as of
the cut-off date, minus
2. the sum of the related Sub-Servicing Fee Rate, plus 0.0475% per
annum; and
- in the case of each mortgage loan that accrues interest on an actual/360
basis, an annual rate generally equal to--
1. a fraction, expressed as a percentage--
- the numerator of which is, subject to adjustment as described below
in this bullet point, the product 12 times the amount of interest
that accrued or, in the case of a prepayment or other early
liquidation, would have accrued with respect to that mortgage loan on
an actual/360 basis during the related interest accrual period, based
on its Stated Principal Balance immediately preceding that payment
date and its mortgage interest rate in effect as of the cut-off date,
and
- the denominator of which is the Stated Principal Balance of the
mortgage loan immediately prior to that payment date, minus
2. the sum of the related Sub-Servicing Fee Rate, plus 0.0475% per
annum.
Notwithstanding the foregoing, if the subject payment date occurs during
January, except during a leap year, or February, then, in the case of any
particular mortgage loan that accrues interest on an actual/360 basis, the
amount of interest referred to in the numerator of the fraction described in
clause 1. of the second bullet point above will be decreased to reflect any
interest reserve amount with respect to that mortgage loan that is transferred
from the trustee's collection account to the trustee's interest reserve account
during that month. Furthermore, if the subject payment date occurs during March,
then, in the
S-130
<PAGE> 131
case of any particular mortgage loan that accrues interest on an actual/360
basis, the amount of interest referred to in the numerator of the fraction
described in clause 1. of the second bullet point above will be increased to
reflect any interest reserve amounts with respect to that mortgage loan that are
transferred from the trustee's interest reserve account to the trustee's
collection account during that month.
"Year Built" means, with respect to any mortgaged real property, the year
during which construction of the mortgaged real property was completed. In the
event of multiple years of construction, only the most recent of those years is
shown.
"Year Renovated" means, with respect to any mortgaged real property, the
year during which the most recent renovation, if any, of the mortgaged real
property was completed. That renovation would generally include significant
capital improvements to both the interior and exterior of the mortgaged
property. In the event of multiple years of renovation, only the most recent of
those years is shown.
S-131
<PAGE> 132
[INTENTIONALLY LEFT BLANK]
<PAGE> 133
ANNEX A
CHARACTERISTICS OF THE UNDERLYING
MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES
A-1
<PAGE> 134
[INTENTIONALLY LEFT BLANK]
A-2
<PAGE> 135
CUT-OFF DATE BALANCES
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
% OF CUMULATIVE -------------------------------------------
NUMBER OF AGGREGATE INITIAL % OF STATED U/W CUT-OFF DATE
RANGE OF MORTGAGE CUT-OFF DATE POOL INITIAL POOL MORTGAGE REMAINING NCF LOAN-TO-
CUT-OFF DATE BALANCES LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR VALUE RATIO
- --------------------- --------- ------------ ------- ------------ -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0 to $999,999........... 78 $ 47,100,589 6.46% 6.46% 8.448% 115 1.43x 64.34%
1,000,000 to
2,499,999............. 101 164,982,801 22.62 29.07 8.288 120 1.35 68.37
2,500,000 to
4,999,999............. 50 173,609,111 23.80 52.88 8.194 115 1.36 69.33
5,000,000 to
7,499,999............. 20 118,550,226 16.25 69.13 8.066 111 1.36 67.41
7,500,000 to
9,999,999............. 7 59,628,273 8.17 77.30 8.274 114 1.27 73.34
10,000,000 to
14,999,999............. 11 136,950,906 18.77 96.08 8.064 132 1.30 71.26
15,000,000 to
24,999,999............. -- 0.00 96.08 0.000 0 0.00 0.00
25,000,000 to
49,999,999............. 1 28,618,255 3.92 100.00% 7.570 158 1.21 78.95
--- ------------ ------ ----- --- ---- -----
Totals/Wtd. Avg....... 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
MORTGAGE LOAN TYPE
<TABLE>
<CAPTION>
% OF HIGHEST WEIGHTED AVERAGES
NUMBER TOTAL INITIAL CUT-OFF --------------------------------------------
OF CUT-OFF DATE MORTGAGE DATE MORTGAGE STATED U/W
MORTGAGE PRINCIPAL POOL PRINCIPAL INTEREST REMAINING NCF CUT-OFF DATE
LOAN TYPE LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO
- --------- -------- ------------ -------- ----------- -------- ---------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balloon Loan.............. 248 $673,633,692 92.35% $28,618,255 8.199% 113 1.34x 69.82%
Fully Amortizing Loan..... 17 48,659,458 6.67 $13,152,356 7.810 225 1.31 67.02
ARD Loan.................. 3 7,147,010 0.98% 3,705,428 7.724 116 1.44 60.25
--- ------------ ------ ----------- ----- --- ----- -----
Totals/Wtd.
Avg............. 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ===== =====
</TABLE>
ACCRUAL TYPE
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
% OF MAXIMUM -------------------------------------------
AGGREGATE INITIAL CUT-OFF STATED U/W CUT-OFF DATE
NUMBER OF CUT-OFF DATE POOL DATE MORTGAGE REMAINING NCF LOAN-TO-
ACCRUAL TYPE MORTGAGE LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR VALUE RATIO
- ------------ -------------- ------------ ------- ------- -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Actual/360 Basis..... 256 $706,703,298 96.88% $28,618,255 8.176% 120 1.33x 69.66%
30/360 Basis......... 12 22,736,863 3.12 $ 5,285,529 7.950 113 1.44 65.88
--- ------------ ------ ----------- ----- --- ---- -----
Totals/Wtd. Avg.. 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
A-3
<PAGE> 136
MORTGAGE RATES
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
TOTAL INITIAL CUMULATIVE % -------------------------------------------
CUT-OFF DATE MORTGAGE OF INITIAL MORTGAGE STATED U/W
RANGE OF NUMBER OF PRINCIPAL POOL MORTGAGE POOL INTEREST REMAINING NCF CUT-OFF DATE
MORTGAGE RATES MORTGAGE LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO
- -------------- -------------- ------------ -------- ------------- -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0.00% to 6.99%....... 2 $ 18,411,866 2.52% 2.52% 6.920% 183 1.26x 72.92%
7.00% to 7.24%....... 4 14,374,618 1.97 4.49 7.088 99 1.46 65.61
7.25% to 7.49%....... 8 18,272,420 2.50 7.00 7.322 120 1.41 64.15
7.50% to 7.74%....... 14 77,339,871 10.60 17.60 7.606 145 1.29 73.16
7.75% to 7.99%....... 42 88,671,134 12.16 29.76 7.875 115 1.38 67.11
8.00% to 8.24%....... 55 193,989,143 26.59 56.35 8.119 111 1.31 71.91
8.25% to 8.49%....... 59 152,606,908 20.92 77.27 8.338 112 1.31 70.15
8.50% to 8.74%....... 36 80,856,661 11.08 88.36 8.609 132 1.35 67.12
8.75% to 8.99%....... 30 45,304,937 6.21 94.57 8.853 123 1.36 67.94
9.00% to 9.24%....... 9 27,149,293 3.72 98.29 9.114 113 1.44 65.40
9.25% to 9.49%....... 7 10,731,831 1.47 99.76 9.309 104 1.49 59.65
9.50% to 9.74%....... -- -- 0.00 99.76 0.000 0 0.00 0.00
9.75% to 9.99%....... 2 1,731,479 0.24 100.00% 9.854 118 1.53 49.01
--- ------------ ------ ------ ----- ---- ---- -----
Totals/Wtd.
Avg. .......... 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== ==== ==== =====
</TABLE>
ORIGINAL TERM TO SCHEDULED MATURITY
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
TOTAL INITIAL CUMULATIVE % --------------------------------
RANGE OF CUT-OFF DATE MORTGAGE OF INITIAL MORTGAGE STATED U/W
TERMS TO SCHEDULED NUMBER OF PRINCIPAL POOL MORTGAGE POOL INTEREST REMAINING NCF CUT-OFF DATE
MATURITY (MOS.) MORTGAGE LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO
- --------------------- -------------- ------------ -------- ------------- -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 to 107........... 7 $ 10,712,938 1.47% 1.47% 8.385% 81 1.30x 70.91%
108 to 119........... 1 4,424,160 0.61 2.08 8.120 106 1.31 77.62
120 to 131........... 237 628,960,456 86.23 88.30 8.219 110 1.34 69.41
132 to 179........... 2 28,910,403 3.96 92.26 7.592 158 1.21 78.70
180 to 239........... 8 16,314,343 2.24 94.50% 8.189 182 1.22 63.03
240 to 359........... 13 40,117,859 5.50 100.00% 7.743 233 1.35 66.46
--- ------------ ------ ------ ----- ---- ---- -----
Totals/Wtd. Avg.. 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== ==== ==== =====
</TABLE>
MORTGAGE LOAN SEASONING
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
TOTAL INITIAL CUMULATIVE % -------------------------------------------
CUT-OFF DATE MORTGAGE OF INITIAL MORTGAGE STATED U/W
NUMBER OF PRINCIPAL POOL MORTGAGE INTEREST REMAINING NCF CUT-OFF DATE
SEASONING (MOS.) MORTGAGE LOANS BALANCE BALANCE POOL BALANCE RATE TERM (MO.) DSCR LTV RATIO
- ---------------- -------------- ------------ -------- ------------- -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 to 5............. 23 $133,216,943 18.26% 18.26% 8.423% 115 1.28x 71.24%
6 to 11............. 128 354,559,575 48.61 66.87 8.304 112 1.33 69.71
12 to 17............. 80 158,656,658 21.75 88.62 7.970 128 1.37 69.27
18 to 23............. 25 49,623,226 6.80 95.42 7.337 141 1.38 66.89
24 to 29............. 6 23,766,323 3.26 98.68 7.662 170 1.36 65.77
30 to 35............. 6 9,617,437 1.32 100.00% 8.503 139 1.33 67.65
--- ------------ ------ ----- ---- ---- -----
Totals/Wtd. Avg.. 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== ==== ==== =====
</TABLE>
A-4
<PAGE> 137
REMAINING TERM TO SCHEDULED MATURITY
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
TOTAL % OF CUMULATIVE -------------------------------------------
RANGE OF REMAINING NUMBER OF CUT-OFF DATE INITIAL % OF INITIAL MORTGAGE STATED U/W
TERMS TO SCHEDULED MORTGAGE PRINCIPAL MORTGAGE POOL MORTGAGE POOL INTEREST REMAINING NCF CUT-OFF DATE
MATURITY (MOS.) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO
- ------------------ --------- ------------ ------------- ------------- -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 to 83............ 6 $ 8,158,517 1.12% 1.12% 8.778% 76 1.34x 69.06%
84 to 95............ 8 13,965,464 1.91 3.03 8.068 91 1.45 64.95
96 to 107........... 76 111,751,512 15.32 18.35 7.818 104 1.41 66.60
108 to 119........... 155 510,222,061 69.95 88.30 8.304 112 1.32 70.26
120 to 179........... 7 38,335,565 5.26 93.56 7.797 160 1.24 73.31
180 to 239........... 12 38,080,392 5.22 98.78 7.533 215 1.26 70.24
240 to 359........... 4 8,926,649 1.22 100.00% 8.730 287 1.52 54.27
--- ------------ ------ ----- --- ---- -----
Totals/Wtd.
Avg. .......... 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
PREPAYMENT PREMIUM
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
TOTAL % OF --------------------------
CUT-OFF DATE INITIAL HIGHEST MORTGAGE STATED
PREPAYMENT NUMBER OF PRINCIPAL MORTGAGE POOL CUT-OFF DATE INTEREST REMAINING
PREMIUM MORTGAGE LOANS BALANCE BALANCE BALANCE RATE TERM (MO.)
- ---------- -------------- ------------ ------------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Lockout/Defeasance... 180 $608,177,073 83.38% $28,618,255 8.225% 117
Lockout/> of YM or
1%................. 44 56,691,332 7.77 5,259,510 8.039 120
Lockout/YM........... 4 34,250,666 4.70 13,152,356 7.238 191
> of YM or 1%........ 25 16,412,173 2.25 1,810,481 8.032 106
> of YM or 1%/
Declining Fee...... 6 4,789,155 0.66 1,578,624 8.373 137
Lockout/Declining
Fee................ 5 4,215,798 0.58 1,470,069 9.243 80
YM/Declining Fee..... 3 3,795,239 0.52 1,440,456 8.646 87
YM................... 1 1,108,725 0.15 $ 1,108,725 8.250 95
--- ------------ ------ ----------- ----- ---
Totals/Wtd.
Avg. .......... 268 $729,440,160 100.00% 8.169% 120
=== ============ ====== ===== ===
<CAPTION>
WEIGHTED AVERAGES
-------------------
U/W
PREPAYMENT NCF CUT-OFF DATE
PREMIUM DSCR LTV RATIO
- ---------- ---- ------------
<S> <C> <C>
Lockout/Defeasance... 1.32x 70.13%
Lockout/> of YM or
1%................. 1.39 66.55
Lockout/YM........... 1.36 67.46
> of YM or 1%........ 1.45 62.15
> of YM or 1%/
Declining Fee...... 1.34 65.39
Lockout/Declining
Fee................ 1.43 71.60
YM/Declining Fee..... 1.45 72.12
YM................... 1.26 73.92
---- -----
Totals/Wtd.
Avg. .......... 1.33x 69.54%
==== =====
</TABLE>
A-5
<PAGE> 138
PREPAYMENT PREMIUM BY MORTGAGE RATE
<TABLE>
<CAPTION>
WEIGHTED AVERAGES % OF INITIAL MORTGAGE POOL BALANCE
--------------------- -------------------------------------
% OF
INITIAL LOCKOUT THEN
NUMBER OF TOTAL MORTGAGE MORTGAGE STATED LOCKOUT GREATER OF LOCKOUT
MORTGAGE CUT-OFF POOL INTEREST REMAINING THEN 1% OR THEN YLD.
MORTGAGE RATE LOANS DATE, BALANCE BALANCE RATE TERM (MO.) DEFEASANCE YLD. MAINT. MAINT.
- ------------- ----- ------------- ------- ---- ---------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6.75% to 6.99%......... 2 $ 18,411,866 2.52% 6.920% 183 0.00% 0.72% 1.80%
7.00% to 7.24%......... 4 14,374,618 1.97 7.088 99 1.06 0.91 0.00
7.25% to 7.49%......... 8 18,272,420 2.50 7.322 120 0.82 0.56 1.12
7.50% to 7.74%......... 14 77,339,871 10.60 7.606 145 8.27 0.16 1.77
7.75% to 7.99%......... 42 88,671,134 12.16 7.875 115 10.00 1.13 0.00
8.00% to 8.24%......... 55 193,989,143 26.59 8.119 111 25.20 0.47 0.00
8.25% to 8.49%......... 59 152,606,908 20.92 8.338 112 18.68 1.67 0.00
8.50% to 8.74%......... 36 80,856,661 11.08 8.609 132 10.26 0.73 0.00
8.75% to 8.99%......... 30 45,304,937 6.21 8.853 123 4.58 1.00 0.00
9.00% to 9.24%......... 9 27,149,293 3.72 9.114 113 3.60 0.12 0.00
9.25% to 9.49%......... 7 10,731,831 1.47 9.309 104 0.88 0.10 0.00
9.50% to 9.74%......... -- 0.00 0.000 0 0.00 0.00 0.00
9.75% to 9.99%......... 2 1,731,479 0.24 9.854 118 0.04 0.20 0.00
--- ------------ ------ ----- --- ----- ----- -----
Totals/Wtd. Avg.... 268 $729,440,160 100.00% 8.169% 120 83.38% 7.77% 4.70%
=== ============ ====== ===== === ===== ===== =====
<CAPTION>
% OF INITIAL MORTGAGE POOL BALANCE
-----------------------------------------------------------------
GREATER OF YLD.
1% OR YLD. MAINT.
GREATER OF MAINT. THEN THEN
1% OR YLD. DECLINING LOCKOUT THEN DECLINING YLD.
MORTGAGE RATE MAINT. FEE DECLINING FEE FEE MAINT.
- ------------- ------ --- ------------- --- ------
<S> <C> <C> <C> <C> <C>
6.75% to 6.99%......... 0.00% 0.00% 0.00% 0.00% 0.00%
7.00% to 7.24%......... 0.00 0.00 0.00 0.00 0.00
7.25% to 7.49%......... 0.00 0.00 0.00 0.00 0.00
7.50% to 7.74%......... 0.41 0.00 0.00 0.00 0.00
7.75% to 7.99%......... 1.03 0.00 0.00 0.00 0.00
8.00% to 8.24%......... 0.52 0.41 0.00 0.00 0.00
8.25% to 8.49%......... 0.19 0.04 0.00 0.19 0.15
8.50% to 8.74%......... 0.00 0.00 0.09 0.00 0.00
8.75% to 8.99%......... 0.10 0.21 0.00 0.33 0.00
9.00% to 9.24%......... 0.00 0.00 0.00 0.00 0.00
9.25% to 9.49%......... 0.00 0.00 0.48 0.00 0.00
9.50% to 9.74%......... 0.00 0.00 0.00 0.00 0.00
9.75% to 9.99%......... 0.00 0.00 0.00 0.00 0.00
---- ---- ---- ---- ----
Totals/Wtd. Avg.... 2.25% 0.66% 0.58% 0.52% 0.15%
==== ==== ==== ==== ====
</TABLE>
A-6
<PAGE> 139
INITIAL LOAN POOL PREPAYMENT RESTRICTIONS COMPOSITION OVER TIME(1)
<TABLE>
<CAPTION>
MONTHS FOLLOWING CUT-OFF DATE
------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTION 0 12 24 36 48 60 72 84 96 108
- ---------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Remaining Pool Balance(2)...... 100.00% 98.93% 97.77% 96.51% 95.16% 93.68% 91.90% 89.30% 85.84% 66.13%
Locked(3)...................... 95.70 95.74 95.12 94.14 89.27 87.65 87.46 87.96 87.50 61.18
Yield Maintenance.............. 4.30 4.26 4.88 5.86 10.15 10.89 11.08 11.07 9.91 6.89
5% Premium..................... 0.00 0.00 0.00 0.00 0.09 0.00 0.00 0.00 0.00 0.04
4% Premium..................... 0.00 0.00 0.00 0.00 0.00 0.09 0.00 0.00 0.00 0.00
3% Premium..................... 0.00 0.00 0.00 0.00 0.49 0.88 0.09 0.00 0.00 0.00
2% Premium..................... 0.00 0.00 0.00 0.00 0.00 0.49 0.88 0.09 0.00 0.00
1% Premium..................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.15 0.09 0.00
Open........................... 0.00 0.00 0.00 0.00 0.00 0.00 0.49 0.73 2.50 31.89
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total................. 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
- ---------------
(1) All numbers, unless otherwise noted, are as a percentage of the aggregate
pool balance at the specified point in time.
(2) Remaining aggregate mortgage loan pool balance as a percentage of the
Initial Pool Balance at the specified point in time.
(3) Locked includes loans in defeasance.
A-7
<PAGE> 140
PROPERTY TYPES
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
TOTAL INITIAL MAXIMUM --------------------------------------------
NUMBER OF CUT-OFF DATE MORTGAGE CUT-OFF DATE MORTGAGE STATED U/W
MORTGAGED PRINCIPAL POOL PRINCIPAL INTEREST REMAINING NCF CUT-OFF DATE
PROPERTY TYPES PROPERTIES BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO
- -------------- ---------- ------------ -------- ------------ -------- ---------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Office................. 45 $188,926,406 25.90% $28,618,255 8.029% 118 1.29x 72.07%
Multifamily............ 105 173,325,674 23.76 14,641,647 8.044 118 1.32 71.91
Unanchored Retail...... 55 109,914,651 15.07 6,959,929 8.192 117 1.35 68.75
Industrial............. 28 83,496,096 11.45 8,133,454 8.465 114 1.31 69.18
Anchored Retail........ 7 49,389,199 6.77 14,887,463 8.161 119 1.33 67.82
Office/Retail.......... 11 42,490,237 5.83 12,904,150 7.834 140 1.39 66.26
Full Service Hotel..... 6 36,962,179 5.07 12,899,824 8.519 108 1.47 60.90
Limited Service
Hotel................ 9 19,935,076 2.73 4,462,078 8.998 201 1.54 59.29
Mixed Use.............. 3 12,613,771 1.73 6,834,742 8.360 109 1.33 70.37
Mobile Home Park....... 8 8,848,463 1.21 2,059,553 8.381 109 1.41 67.74
Self Storage........... 1 3,538,410 0.49 $ 3,538,410 8.620 113 1.44 65.53
--- ------------ ------ =========== ----- --- ----- -----
Totals/Wtd. Avg.... 278 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ===== =====
</TABLE>
ENCUMBERED INTEREST
<TABLE>
<CAPTION>
-------------------------------------------
WEIGHTED AVERAGES
% OF -------------------------------------------
NUMBER OF TOTAL CUT- INITIAL HIGHEST CUT-OFF DATE
MORTGAGED OFF DATE MORTGAGE CUT-OFF DATE MORTGAGE STATED U/W LOAN-TO-
REAL PRINCIPAL POOL PRINCIPAL INTEREST REMAINING NCF APPRAISED
ENCUMBERED INTEREST PROPERTIES BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR VALUE RATIO
- ------------------- ---------- ------------ -------- ------------ -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fee Simple.............. 269 $670,333,587 91.90% $28,618,255 8.180% 119 1.33x 70.30%
Leasehold............... 6 47,297,546 6.48 12,904,150 8.132 140 1.40 62.18
Both Fee Simple and
Leasehold............. 3 11,809,027 1.62 $ 5,922,695 7.702 105 1.49 56.02
--- ------------ ------ =========== ----- --- ---- -----
Totals/Wtd. Avg. ... 278 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIO
<TABLE>
<CAPTION>
% OF WEIGHTED AVERAGES
AGGREGATE INITIAL ----------------------------------------------
NUMBER OF CUT-OFF DATE MORTGAGE CUMULATIVE % MORTGAGE STATED
RANGE OF MORTGAGE PRINCIPAL POOL OF INITIAL INTEREST REMAINING U/W NCF CUT-OFF DATE
U/W NCF DSCR (X) LOANS BALANCE BALANCE POOL BALANCE RATE TERM (MO.) DSCR LTV RATIO
---------------- --------- ------------ ------------- ------------ -------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.00 to 1.09............ 2 $ 4,619,411 0.63% 0.63% 8.103% 201 1.05x 72.06%
1.10 to 1.19............ 5 30,319,724 4.16 4.79 8.096 120 1.19 74.13
1.20 to 1.24............ 25 107,349,019 14.72 19.51 7.903 138 1.23 74.89
1.25 to 1.29............ 76 207,298,886 28.42 47.93 8.250 113 1.28 71.93
1.30 to 1.39............ 82 236,434,025 32.41 80.34 8.177 120 1.34 69.58
1.40 to 1.49............ 37 73,420,325 10.07 90.40 8.392 114 1.43 64.47
1.50 to 1.59............ 21 37,944,357 5.20 95.61 7.996 117 1.55 58.81
1.60 to 1.69............ 12 23,227,419 3.18 98.79 8.066 126 1.64 55.77
1.70 to 1.79............ 3 5,687,372 0.78 99.57 8.881 109 1.75 68.31
1.80 to 2.39............ 2 1,131,651 0.16 99.72 8.220 111 2.16 36.17
2.40 to 2.99............ 2 794,078 0.11 99.83 8.225 105 2.61 30.69
3.00 to 3.59............ 1 1,213,893 0.17 100.00% 8.875 111 3.00 27.59
--- ------------ ------ ------ ----- --- ---- -----
Totals/Wtd. Avg. ..... 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
A-8
<PAGE> 141
CUT-OFF DATE LTV RATIO
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
% OF -------------------------------------------
TOTAL INITIAL CUMULATIVE
NUMBER OF CUT-OFF DATE MORTGAGE % OF MORTGAGE STATED U/W
RANGE OF CUT-OFF DATE MORTGAGE PRINCIPAL POOL INITIAL POOL INTEREST REMAINING NCF CUT-OFF DATE
LTV RATIO LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO
- --------------------- --------- ------------ -------- ------------- -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0.00% to 39.99%....... 5 $ 3,379,383 0.46% 0.46% 8.359% 108 2.46x 31.95%
40.00% to 44.99%....... 4 4,496,508 0.62 1.08 9.022 119 1.68 41.45
45.00% to 49.99%....... 7 16,004,415 2.19 3.27 8.269 149 1.51 46.85
50.00% to 54.99%....... 11 21,060,383 2.89 6.16 8.034 128 1.51 52.67
55.00% to 59.99%....... 21 27,465,545 3.77 9.93 8.072 117 1.46 57.92
60.00% to 64.99%....... 33 67,273,088 9.22 19.15 8.488 122 1.39 62.55
65.00% to 69.99%....... 56 158,820,769 21.77 40.92 8.222 119 1.34 67.76
70.00% to 74.99%....... 91 308,956,451 42.36 83.28 8.197 113 1.30 72.95
75.00% to 79.99%....... 39 120,288,700 16.49 99.77 7.847 134 1.27 77.60
80.00% to 84.99%....... 1 1,694,919 0.23 100.00% 7.875 107 1.25 84.75
--- ------------ ------ ----- --- ---- -----
Totals/Wtd. Avg.... 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
SCHEDULED MATURITY DATE/ARD LOAN-TO-VALUE RATIO
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
CUMULATIVE -------------------------------------------
% OF % OF
RANGE OF AGGREGATE INITIAL INITIAL
SCHEDULED MATURITY NUMBER OF CUT-OFF DATE MORTGAGE MORTGAGE MORTGAGE STATED U/W CUT-OFF DATE
DATE/ARD MORTGAGE PRINCIPAL POOL POOL INTEREST REMAINING NCF LTV
LOAN-TO-VALUE RATIO LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
------------------- --------- ------------ -------- ---------- -------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0.00% to 4.99%...... 15 $ 42,312,584 5.80% 5.80% 7.674% 215 1.27x 68.72%
5.00% to 24.99%...... 7 13,890,754 1.90 7.70 8.164 202 1.67 51.61
25.00% to 49.99%...... 35 53,928,765 7.39 15.10 8.267 113 1.50 53.39
50.00% to 54.99%...... 28 54,168,896 7.43 22.52 8.198 106 1.42 61.83
55.00% to 59.99%...... 43 91,956,536 12.61 35.13 8.229 109 1.36 67.39
60.00% to 64.99%...... 69 220,264,321 30.20 65.33 8.198 117 1.31 71.64
65.00% to 69.99%...... 60 227,210,388 31.15 96.48 8.177 111 1.29 74.22
70.00% to 74.99%...... 10 24,012,998 3.29 99.77 8.200 110 1.27 78.81
75.00% to 79.99%...... 1 1,694,919 0.23 100.00% 7.875 107 1.25 84.75
--- ------------ ------ ------ ----- --- ---- -----
Totals/Wtd.
Avg. ........... 268 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
Note: For purposes of this Annex A, we have assumed that ARD Loans mature on
their respective anticipated repayment dates.
A-9
<PAGE> 142
STATES
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
% OF -------------------------------------------
NUMBER OF TOTAL INITIAL CUMULATIVE CUT-OFF DATE
MORTGAGED CUT-OFF DATE MORTGAGE % OF MORTGAGE STATED U/W LOAN-TO-
REAL PRINCIPAL POOL INITIAL POOL INTEREST REMAINING NCF APPRAISED
STATES PROPERTIES BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR VALUE RATIO
- ------ ---------- ------- ------- ------- ---- ---------- ---- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California................. 54 $158,970,997 21.79% 21.79% 8.026% 120 1.35x 69.56%
New York................... 27 101,650,658 13.94 35.73 8.158 113 1.34 68.08
Massachusetts.............. 9 72,167,959 9.89 45.62 7.864 130 1.29 73.32
Nevada..................... 11 46,304,973 6.35 51.97 8.381 115 1.25 70.50
Florida.................... 25 41,405,893 5.68 57.65 8.159 109 1.41 68.13
Texas...................... 30 34,689,981 4.76 62.40 8.461 104 1.34 69.10
Pennsylvania............... 4 32,383,208 4.44 66.84 8.101 112 1.30 71.86
New Jersey................. 10 25,965,176 3.56 70.40 8.753 114 1.42 65.29
Arizona.................... 9 21,879,227 3.00 73.40 7.982 107 1.33 67.24
Minnesota.................. 4 19,120,362 2.62 76.02 8.508 126 1.29 70.12
Maryland................... 4 18,250,659 2.50 78.52 8.524 112 1.29 74.19
Indiana.................... 8 16,477,391 2.26 80.78 7.128 195 1.24 75.66
Oregon..................... 6 13,031,867 1.79 82.57 8.215 115 1.30 68.14
Washington................. 6 12,824,476 1.76 84.33 8.186 117 1.34 67.07
Connecticut................ 7 11,633,217 1.59 85.92 8.351 112 1.52 67.97
Ohio....................... 13 11,119,250 1.52 87.45 8.074 109 1.42 61.73
Louisiana.................. 7 10,667,056 1.46 88.91 8.472 188 1.44 64.22
Georgia.................... 6 9,894,526 1.36 90.27 8.458 114 1.38 70.18
Michigan................... 4 9,843,863 1.35 91.62 8.656 136 1.32 67.57
Illinois................... 2 9,189,127 1.26 92.88 8.760 113 1.26 72.87
Mississippi................ 5 8,693,535 1.19 94.07 8.486 193 1.37 65.29
Virginia................... 2 4,694,308 0.64 94.71 8.036 109 1.30 67.02
North Carolina............. 3 4,424,927 0.61 95.32 8.418 124 1.31 69.90
Vermont.................... 1 4,424,160 0.61 95.92 8.120 106 1.31 77.62
Arkansas................... 1 3,488,140 0.48 96.40 8.030 114 1.26 74.22
Utah....................... 1 3,215,949 0.44 96.84 8.070 113 1.25 73.09
Missouri................... 2 3,098,572 0.42 97.27 8.072 107 1.43 70.33
Colorado................... 3 3,048,429 0.42 97.69 7.855 105 1.41 66.64
Maine...................... 2 2,578,542 0.35 98.04 8.972 112 1.38 71.18
Tennessee.................. 1 2,554,420 0.35 98.39 7.130 98 1.17 76.82
West Virginia.............. 1 2,269,770 0.31 98.70 7.375 211 1.16 70.60
Wisconsin.................. 1 2,105,829 0.29 98.99 8.970 116 1.25 72.61
Rhode Island............... 1 1,842,937 0.25 99.24 8.290 113 1.31 59.45
Idaho...................... 1 1,493,286 0.20 99.45 8.090 112 1.28 74.66
Kentucky................... 1 1,439,330 0.20 99.64 9.875 114 1.58 47.98
New Hampshire.............. 4 1,280,775 0.18 99.82 8.560 108 1.59 65.18
Nebraska................... 1 999,938 0.14 99.96 8.030 106 1.40 62.50
Kansas..................... 1 317,445 0.04 100.00 8.625 103 1.32 73.74
--- ------------ ------ ------ ----- --- ---- -----
Totals/Wtd. Avg........ 278 $729,440,160 100.00% 8.169% 120 1.33x 69.54%
=== ============ ====== ===== === ==== =====
</TABLE>
A-10
<PAGE> 143
[INTENTIONALLY LEFT BLANK]
<PAGE> 144
GENERAL MORTGAGED REAL
PROPERTY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PROPERTY ADDRESS CITY STATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 SBRC Putnam Building One Upland Road Norwood MA
2 GCFP Jovanna Villas Apartments 2720 West Serene Avenue Las Vegas NV
3 GCFP Los Cabos II Apartments 4701 Lawerence Street North Las Vegas NV
4 GCFP Sunrise Plaza Shopping Center 620-696 Blossom Hill Road San Jose CA
5 GCFP Hasbrouck & Torview Apartments 16A Kensington Circle Garnerville NY
- ------------------------------------------------------------------------------------------------------------------------------------
6 SBRC Muncie Apartments Portfolio
6A SBRC Silvertree Apartments 2600-3001 North Silver Lane Muncie IN
6B SBRC Windsong Apartments 2100-2240 North Oakwood Avenue Muncie IN
6C SBRC Autumn Breeze Apartments 2810-2860 North Everbrook Drive Muncie IN
6D SBRC Sunreach Apartments 1801-1821 West Royale Drive Muncie IN
6E SBRC Everbrook Apartments 2600-2806 North Everbrook Drive Muncie IN
6F SBRC Cardinal Villa Apartments 1200 West Bethel Avenue Muncie IN
- ------------------------------------------------------------------------------------------------------------------------------------
7 SBRC Sports Arena Village 3730-3780 Sports Arena Boulevard
& 4015-4065 Hancock Street San Diego CA
8 GCFP Holiday Inn Somerset 195 Davidson Avenue Somerset NJ
9 GCFP Southridge Shopping Center 1300-1450 Mendota Road Inver Grove Heights MN
10 GCFP Stewart Plaza 370-494 North Mountain Avenue Upland CA
11 GCFP The Carriage Building
(Building 39 39 First Avenue Charlestown MA
12 GCFP 1000 Adams Avenue 1000 Adams Avenue Lower Providence Township PA
13 GCFP 101 West Avenue 101 West Avenue Jenkintown PA
14 GCFP Clearview Farms Apartments 306 Robert Quigley Drive Scottsville NY
15 GCFP The TJ Building 930 Flushing Avenue Brooklyn NY
16 GCFP International Precision
Components Corp. Building 28468 & 28251 North Ballard Road Lake Forest IL
17 GCFP 480 Sprague Street 480 Sprague Street Dedham MA
18 GCFP 990 Spring Garden Street 990 Spring Garden Street Philadelphia PA
19 SBRC Los Altos Woods Office Building 5050 El Camino Real Los Altos CA
20 GCFP 655 Merrick Avenue 655 Merrick Avenue Westbury NY
21 GCFP Nicholson Plaza 5000-5060 Nicholson Lane Rockville MD
22 GCFP Ventura Village Shopping Center 21347 Ventura Boulevard Woodland Hills CA
23 SBRC Bridgetown 1 Office Building 1631 Northwest Thurman Street Portland OR
24 GCFP Courtyard Center 2404-2410 San Ramon Valley Boulevard San Ramon CA
25 GCFP Raymour & Flanigan Plaza A 625-665 Boston Road Springfield MA
26 GCFP 4707 East Baseline Road 4707 East Baseline Road Phoenix AZ
27 GCFP Holiday Inn Arena 2-8 Hawley Street Binghamton NY
28 GCFP Kentbrook Apartments 9803 South 248th Street Kent WA
29 GCFP Ramada Plaza Hotel and Office
Building One Ramada Plaza New Rochelle NY
30 GCFP Quail Park I 801 South Rancho Drive Las Vegas NV
31 GCFP 139 Main Street 139 Main Street Cambridge MA
32 GCFP Holiday Inn University 4105 Vestal Parkway East Vestal NY
33 GCFP PRG - Scenic Technologies 6050 South Valley View Boulevard Las Vegas NV
34 GCFP Raymour & Flanigan Plaza B 490 New Park Avenue West Hartford CT
35 GCFP West County Professional and
Medical Center 14120-14180 Beach Boulevard Westminster CA
36 SBRC Herndon Plaza Retail Center East Colonial Drive Orlando FL
37 GCFP 15250 Avenue of Science 15250 Avenue of Science San Diego CA
38 GCFP The Barnyard Retail Center Highway One at Carmel Valley Road Carmel Valley CA
39 GCFP 711 Madison Avenue 25 East 63rd Street New York NY
40 SBRC 132 South Rodeo Drive 132 South Rodeo Drive Beverly Hills CA
41 GCFP 4001 Fairview Industrial Drive 4001 Fairview Industrial Drive
Southeast Southeast Salem OR
42 GCFP The Parris Building
(Building 34) One First Avenue Charlestown MA
43 SBRC Cherry Tree Shopping Center 11200 Scaggsville Road Laurel MD
44 SBRC 1916-1928 Old Middlefield Road 1916-1928 Old Middlefield Road Mountain View CA
45 GCFP Days Inn Singer Island 2700 North Ocean Avenue Singer Island FL
46 GCFP The Sports Authority 51-30 Northern Boulevard Long Island City NY
47 GCFP Grand Union Supermarket Southwest Corner of Route 7A and
Equinox Terrace Manchester VT
48 GCFP Parklawn Center 11910 Parklawn Drive Rockville MD
49 GCFP Two World's Fair Drive Two World's Fair Drive Franklin NJ
50 GCFP Arden Woods Office Building 4105 Lexington Avenue North Arden Hills MN
51 GCFP 350 Centerpointe 350 Essjay Road Williamsville NY
52 GCFP Erie Canal Commons 2500-2570 Ridgeway Avenue Rochester NY
53 GCFP Executive Center Northridge 19145-19215 Parthenia Street Northridge CA
</TABLE>
<TABLE>
<CAPTION>
CONTROL PROPERTY SIZE
NUMBER ZIP CODE COUNTY PROPERTY TYPE PROPERTY SIZE UNIT TYPE YEAR BUILT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 02062 Norfolk Office 231,000 SF 1978
2 89123 Clark Multifamily 264 Units 1998
3 89031 Clark Multifamily 210 Units 1998
4 95123 Santa Clara Anchored Retail 113,266 SF 1995
5 10923 Rockland Multifamily 373 Units 1970
- ------------------------------------------------------------------------------------------------------------------------------------
6 308 Units
6A 47304 Delaware Multifamily 120 Units 1986
6B 47304 Delaware Multifamily 48 Units 1987
6C 47304 Delaware Multifamily 48 Units 1991
6D 47304 Delaware Multifamily 36 Units 1984
6E 47304 Delaware Multifamily 32 Units 1991
6F 47303 Delaware Multifamily 24 Units 1993
- ------------------------------------------------------------------------------------------------------------------------------------
7 92110 San Diego Office/Retail 254,679 SF 1981
8 08873 Somerset Full Service Hotel 284 Rooms 1983
9 55077 Dakota Anchored Retail 202,308 SF 1986
10 91786 San Bernardino Office 124,262 SF 1987
11
02129 Suffolk Office 85,825 SF 1886
12 19403 Montgomery Office 110,601 SF 1968
13 19046 Montgomery Office 83,303 SF 1990
14 14546 Monroe Multifamily 310 Units 1973
15 11206 Kings Industrial 295,858 SF 1985
16 60045 Lake Industrial 188,600 SF 1985
17 02026 Norfolk Industrial 233,000 SF 1960
18 19123 Philadelphia Office 156,758 SF 1920
19 94022 Santa Clara Office 38,909 SF 1982
20 11590 Nassau Unanchored Retail 58,198 SF 1989
21 20852 Montgomery Mixed Use (Retail/Industrial) 103,426 SF 1972
22 91364 Los Angeles Anchored Retail 30,548 SF 1999
23 97209 Multnomah Office 62,824 SF 1900
24 94583 Contra Costa Office/Retail 68,516 SF 1990
25 01119 Hampden Unanchored Retail 127,498 SF 1978
26 85040 Maricopa Industrial 138,110 SF 1996
27 13901 Broome Full Service Hotel 241 Rooms 1968
28 98031 King Multifamily 198 Units 1979
29 10801 Westchester Full Service Hotel 128 Rooms 1974
30 89106 Clark Office 73,444 SF 1980
31 02142 Middlesex Office 37,538 SF 1874
32 13850 Broome Full Service Hotel 143 Rooms 1962
33 89118 Clark Industrial 126,916 SF 1999
34 06110 Hartford Unanchored Retail 76,258 SF 1919
35 92683 Orange Office/Retail 81,530 SF 1973
36 32801 Orange Anchored Retail 270,013 SF 1972
37 92128 San Diego Office 55,454 SF 1986
38 93923 Monterey Unanchored Retail 76,843 SF 1977
39 10021 New York Mixed Use (Retail/Multifamily) 9,681 SF 1880
40 90212 Los Angeles Office 25,983 SF 1962
41 97302 Marion Industrial 80,160 SF 1998
42 02129 Suffolk Office/Retail 48,936 SF 1838
43 20723 Howard Unanchored Retail 45,982 SF 1987
44 94043 Santa Clara Office 31,945 SF 1973
45 33404 Palm Beach Limited Service Hotel 165 Rooms 1963
46 11377 Queens Anchored Retail 45,654 SF 1995
47 05201 Bennington Anchored Retail 40,058 SF 1983
48 20852 Montgomery Industrial 90,840 SF 1978
49 08873 Somerset Office 59,310 SF 1982
50 55126 Ramsey Office 63,713 SF 1980
51 14221 Erie Office 43,250 SF 1987
52 14626 Monroe Unanchored Retail 39,048 SF 1998
53 91324 Los Angeles Industrial 86,341 SF 1979
</TABLE>
<TABLE>
<CAPTION>
CONTROL YEAR OCCUPANCY OCCUPANCY
NUMBER RENOVATED PERCENTAGE AS OF DATE
- ---------------------------------------------------------------------
<S> <C> <C> <C>
1 NAP 100% 08/05/99
2 NAP 95% 11/29/99
3 NAP 96% 11/29/99
4 NAP 95% 11/26/99
5 NAP 97% 09/30/99
- ---------------------------------------------------------------------
6
6A NAP 100% 01/04/00
6B NAP 100% 01/04/00
6C NAP 100% 01/04/00
6D NAP 100% 01/04/00
6E NAP 100% 01/04/00
6F NAP 100% 01/04/00
- ---------------------------------------------------------------------
7 NAP 95% 10/01/99
8 NAP 59% 12/31/99
9 NAP 93% 09/01/99
10 1990 93% 10/31/99
11 1987 100% 10/01/99
12 1990 100% 09/01/99
13 NAP 100% 10/20/99
14 1976 95% 12/22/99
15 NAP 100% 07/01/99
16 1999 100% 12/01/99
17 1963 100% 09/27/99
18 1998 100% 12/27/99
19 NAP 100% 08/13/99
20 NAP 100% 01/01/00
21 1985 100% 09/30/99
22 NAP 100% 01/05/00
23 1998 98% 08/19/99
24 NAP 100% 10/11/99
25 1998 97% 01/11/00
26 NAP 100% 11/23/99
27 1981 55% 12/31/99
28 1999 93% 10/31/99
29 1997 88% 12/31/99
30 NAP 96% 11/23/99
31 1989 100% 10/31/99
32 1999 65% 12/20/99
33 NAP 100% 06/15/99
34 1997 100% 12/07/99
35 1999 96% 11/10/99
36 1995 98% 10/12/99
37 NAP 100% 12/01/99
38 NAP 89% 11/05/99
39 1999 100% 06/23/99
40 1994 100% 08/10/99
41 NAP 100% 11/23/99
42 1986 100% 10/26/99
43 NAP 90% 11/04/99
44 1998 100% 01/25/00
45 1997 37% 12/31/99
46 NAP 100% 09/30/99
47 1999 100% 11/30/99
48 NAP 100% 10/29/99
49 NAP 93% 12/01/99
50 NAP 97% 02/01/00
51 NAP 100% 01/01/00
52 NAP 100% 11/01/99
53 NAP 97% 10/12/99
</TABLE>
<PAGE> 145
GENERAL MORTGAGED REAL
PROPERTY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PROPERTY ADDRESS CITY STATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
54 SBRC Jester Village Retail Center 6507 Jester Boulevard Austin TX
55 GCFP Suncreek Corporate Center 7777 Greenback Lane Citrus Heights CA
56 GCFP Airport Business Plaza 6401, 6431, 6451 South Country
Club Road;
3191 East Valencia Road Tucson AZ
57 SBRC Otay Distribution Center 6987-6995 Calle De Linea San Diego CA
58 GCFP Groesbeck Industrial Park 145-195 Malow Street Mount Clemens MI
59 GCFP A Safe Self Storage 160 Johnson Avenue Hackensack NJ
60 GCFP Audobon One 1890 Preston White Drive Reston VA
61 GCFP Quail Valley Apartments 5300 Baseline Road Little Rock AR
62 SBRC Valley Sunset Center 704 West Sunset Road Henderson NV
63 GCFP Tangerine Hill Apartments 360 Bethel Avenue Sanger CA
64 GCFP Modesto Imaging Center 157 East Coolidge Avenue Modesto CA
65 GCFP Beechnut Grove Apartments 7511 Beechnut Houston TX
66 GCFP Woodvine Apartments 7550 Longpoint Road Houston TX
67 GCFP Holiday Inn Kennedy Space
Center 4951 South Washington Avenue Titusville FL
68 GCFP Chateau Resort & Conf. 300 Camelback Road Tannersville PA
69 GCFP West Pointe Apartments 2184 West 3100 South West Valley City UT
70 GCFP Auburn Hills Industrial Center 68-70 Squirrel Road Auburn Hills MI
71 SBRC Ponderosa Village Shopping
Center Highway 260 and Granite Dells Road Payson AZ
72 SBRC Heinz Apartments 750-808 Enterprise Street and 451
Frazee Avenue Bowling Green OH
73 GCFP Barcelona Apartments 5625 Manzanita Avenue Carmichael CA
74 SBRC Highbury Court Apartments 50 Mount Zion Road Atlanta GA
75 GCFP BankBoston Building 10 North Main Street Fall River MA
76 SBRC Northwest Plaza Shopping
Center U.S. Highway 51 Senatobia MS
77 GCFP 43 West 47th Street 43 West 47th Street New York NY
78 SBRC 58-38 Page Place 58-38 Page Place Maspeth NY
79 GCFP 3832-3844 Sepulveda Boulevard 3832-3844 Sepulveda Boulevard Torrance CA
80 SBRC Sweetwater Plaza East 1717-1747 Sweetwater Road National City CA
81 SBRC Duane Reade Maspeth 66-56 Grand Avenue Maspeth NY
82 GCFP Fairfield Inn Houma 1530 Martin Luther King Boulevard Houma LA
83 SBRC Brentwood Apartments 1660 Northeast 150th Street Miami FL
84 SBRC Whitehall Apartments 14860 Northeast 6th Avenue North Miami FL
85 SBRC Wind River Park Plaza 18141 Beach Boulevard Huntington Beach CA
86 SBRC Newport Victoria Plaza 2183 Fairview Road Costa Mesa CA
87 SBRC Haverty Furniture Store 598 East FM 3040 Lewisville TX
88 GCFP Westgate Office Center 700 West Johnson Avenue Cheshire CT
89 GCFP Commonwealth Park 300 Dominion Drive Morrisville NC
- ------------------------------------------------------------------------------------------------------------------------------------
90 SBRC New Jersey Portfolio
90A SBRC 5004 Palisades 5004 Palisade Avenue & 330 50th
Street West New York NJ
90B SBRC 727 & 727A 25th Street 727 & 727A 25th Street Union City NJ
90C SBRC Franklin's Tower Two 6120 Monroe Place West New York NJ
90D SBRC Franklin's Tower One 211 64th Street West New York NJ
- ------------------------------------------------------------------------------------------------------------------------------------
91 GCFP Centerpointe 24-Hour Fitness 336 North Sunrise Boulevard Roseville CA
92 GCFP Keats Plaza 12115 Parklawn Drive Rockville MD
93 SBRC South Pointe Townhomes 1500 Shelby Drive East Memphis TN
94 GCFP Glenmoor Green I Apartments 4602 Tieton Drive Yakima WA
95 SBRC Alameda Shopping Center 321-325 East Alameda Avenue Burbank CA
96 SBRC 41 North Division Street 41 North Division Street Peekskill NY
97 GCFP Glenmoor Green II Apartments 701 South 48th Avenue Yakima WA
98 GCFP Flagship Wharf Commercial
Condominium 197 Eighth Street Charlestown MA
99 GCFP South Park Center 4700 Riverside Drive Palm Beach Gardens FL
100 GCFP 1952 West El Camino 1952 El Camino Real Mountain View CA
101 SBRC Office Max Traverse 3111 South Airport Road Traverse City MI
102 GCFP Rockland Multi-family Residences Hingham Street & Cobb Drive; Manzella
Court; Pierce Road Rockland MA
103 GCFP Realty Expert Building 41051 Mission Boulevard Fremont CA
104 GCFP 75 Bermar Park, Nickel Office
Building & Tonida Office
Building 75 Bermar Park, 3515 & 3535 Buffalo Road Gates NY
105 SBRC Office Max Mankato 2020 Adams Street Mankato MN
106 SBRC Office Max Martinsburg 800 Foxcroft Avenue Martinsburg WV
107 GCFP Kmart South Bend 4850 Western Avenue South Bend IN
</TABLE>
<TABLE>
<CAPTION>
CONTROL PROPERTY SIZE
NUMBER ZIP CODE COUNTY PROPERTY TYPE PROPERTY SIZE UNIT TYPE YEAR BUILT
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
54 78750 Travis Unanchored Retail 36,909 SF 1999
55 95610 Sacramento Office 62,557 SF 1988
56 85706 Pima Office 59,990 SF 1998
57 92137 San Diego Industrial 102,875 SF 1999
58 48143 Macomb Industrial 146,646 SF 1946
59 07601 Bergen Self Storage 48,218 SF 1950
60 20190 Fairfax Office 30,218 SF 1986
61 72209 Pulaski Multifamily 240 Units 1968
62 89015 Clark Unanchored Retail 54,084 SF 1996
63 93657 Fresno Multifamily 126 Units 1989
64 95351 Stanislaus Office 17,852 SF 1990
65 77074 Harris Multifamily 116 Units 1965
66 77055 Harris Multifamily 103 Units 1973
67 32780 Brevard Full Service Hotel 118 Rooms 1969
68 18372 Monroe Full Service Hotel 152 Rooms 1985
69 84119 Salt Lake Multifamily 104 Units 1974
70 48326 Oakland Industrial 81,217 SF 1988
71 85541 Gila Unanchored Retail 32,168 SF 1998
72 43402 Wood Multifamily 64 Units 1998
73 95608 Sacramento Multifamily 127 Units 1976
74 30354 Fulton Multifamily 128 Units 1973
75 02724 Bristol Office 48,396 SF 1975
76 38668 Tate Unanchored Retail 50,900 SF 1999
77 10036 New York Office 10,750 SF 1899
78 11378 Queens Industrial 91,200 SF 1970
79 90505 Los Angeles Unanchored Retail 23,930 SF 1961
80 91950 San Diego Office/Retail 50,856 SF 1988
81 11378 Queens Unanchored Retail 25,000 SF 1955
82 70360 Terrebonne Limited Service Hotel 79 Rooms 1997
83 33181 Miami - Dade Multifamily 56 Units 1971
84 33161 Miami - Dade Multifamily 42 Units 1989
85 92648 Orange Office 30,672 SF 1984
86 92627 Orange Office 36,907 SF 1984
87 75067 Denton Unanchored Retail 47,500 SF 1993
88 06410 New Haven Office 36,412 SF 1990
89 27560 Wake Industrial 55,000 SF 1998
- ---------------------------------------------------------------------------------------------------------------------------------
90 131 Units
90A 07093 Hudson Multifamily 57 Units 1920
90B 07087 Hudson Multifamily 37 Units 1920
90C 07093 Hudson Multifamily 19 Units 1920
90D 07093 Hudson Multifamily 18 Units 1920
- ---------------------------------------------------------------------------------------------------------------------------------
91 95661 Placer Unanchored Retail 34,420 SF 1999
92 20852 Montgomery Industrial 54,739 SF 1984
93 38116 Shelby Multifamily 124 Units 1965
94 98908 Yakima Multifamily 108 Units 1976
95 91502 Los Angeles Unanchored Retail 16,238 SF 1985
96 10566 Westchester Office 33,464 SF 1949
97 98908 Yakima Multifamily 112 Units 1977
98 02129 Suffolk Office/Retail 29,543 SF 1990
99 33410 Palm Beach Industrial 46,013 SF 1996
100 94040 Santa Clara Unanchored Retail 18,755 SF 1960
101 49684 Grand Traverse Unanchored Retail 23,500 SF 1996
102 02370 Plymouth Multifamily 46 Units 1965
103 94539 Alameda Office 23,870 SF 1990
104 14624 Monroe Industrial 48,000 SF 1997
105 56001 Blue Earth Unanchored Retail 23,500 SF 1997
106 25401 Berkeley Unanchored Retail 23,500 SF 1998
107 46619 St. Joseph Anchored Retail 94,130 SF 1974
</TABLE>
<TABLE>
<CAPTION>
CONTROL YEAR OCCUPANCY OCCUPANCY
NUMBER RENOVATED PERCENTAGE AS OF DATE
- ---------------------------------------------------------------------
<S> <C> <C> <C>
54 NAP 95% 10/15/99
55 NAP 91% 12/01/99
56 NAP 80% 12/31/99
57 NAP 100% 10/25/99
58 1988 97% 01/12/00
59 1997 80% 02/01/00
60 NAP 100% 12/14/99
61 1999 97% 10/22/99
62 NAP 98% 08/09/99
63 NAP 97% 07/31/99
64 1992 100% 06/21/99
65 1993 99% 11/23/99
66 1996 96% 11/23/99
67 1997 63% 12/20/99
68 1998 57% 10/16/99
69 1991 94% 10/06/99
70 1999 99% 01/12/00
71 NAP 92% 06/10/99
72 NAP 100% 10/26/99
73 NAP 98% 09/30/99
74 1997 95% 09/24/99
75 NAP 91% 10/18/99
76 NAP 100% 09/08/99
77 1999 100% 09/01/99
78 1996 100% 08/01/98
79 NAP 100% 06/04/99
80 NAP 86% 12/01/99
81 1990 100% 05/07/99
82 NAP 80% 09/30/99
83 NAP 98% 03/24/99
84 NAP 100% 03/24/99
85 NAP 100% 08/01/99
86 NAP 100% 12/07/99
87 1999 100% 08/27/99
88 NAP 97% 08/02/99
89 NAP 100% 01/19/00
- ---------------------------------------------------------------------
90
90A 1997 100% 06/01/99
90B 1998 100% 06/01/99
90C 1999 100% 06/01/99
90D 1997 100% 06/01/99
- ---------------------------------------------------------------------
91 NAP 100% 09/16/99
92 NAP 100% 06/28/99
93 1997 98% 03/27/00
94 NAP 96% 10/31/99
95 NAP 100% 06/28/99
96 1998 100% 09/30/99
97 NAP 92% 10/31/99
98 1995 100% 10/20/99
99 NAP 100% 12/01/99
100 NAP 100% 12/30/99
101 NAP 100% 09/07/99
102 NAP 100% 12/15/99
103 NAP 100% 10/28/99
104 1998 100% 09/09/99
105 NAP 100% 01/31/98
106 NAP 100% 10/11/99
107 1992 100% 10/27/99
</TABLE>
<PAGE> 146
GENERAL MORTGAGED REAL
PROPERTY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PROPERTY ADDRESS CITY STATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
108 GCFP Wolfie's Plaza 100 South Military Trail Deerfield Beach FL
109 GCFP 200-220 West 1st Street 200-220 West 1st Street Santa Ana CA
110 GCFP The Loring Building 3685 Main Street Riverside CA
111 GCFP Park Paloma Apartments 2930 North 46th Street Phoenix AZ
112 GCFP Mitchell Building 387-391 Main Mall Poughkeepsie NY
113 GCFP Kennedy I Office Building 804 North Milwaukee Street Milwaukee WI
114 SBRC Holiday Inn Express 835 Buford Road Cumming GA
115 GCFP 16300 Addison Road Office
Building 16300 Addison Road Addison TX
116 GCFP Fairfield Inn Jackson 5723 I-55 North Jackson MS
117 SBRC Amberwood Mobile Home Park 1027 Tempe Street Amarillo TX
118 SBRC Carson Commerce Center 930 East Dominguez Street Carson CA
119 GCFP Nome Plaza Shopping Center 436-464 Nome Avenue Staten Island NY
120 GCFP River Park Shopping Center 3312 Peachtree Industrial Boulevard Duluth GA
121 SBRC Fountain Plaza 7336 East Shoeman Lane Scottsdale AZ
122 GCFP Fairfield Inn Hattiesburg 173 Thornhill Drive Hattiesburg MS
123 GCFP Fairfield Inn Lake Charles-
Sulphur 2615 Ruth Street Sulphur LA
124 SBRC Hampton Inn Blythe 900 West Hobson Way Blythe CA
125 SBRC The Grove Shopping Center 3103-3193 North Garey Avenue Pomona CA
126 GCFP 475-499 Hillside Avenue 475-499 Hillside Avenue Hillside NJ
127 SBRC Copeland Shopping Center 15099 Hesperian Boulevard San Leandro CA
128 GCFP The Fleet Building 25 John A. Cummings Way Woonsocket RI
129 GCFP Commack Tower Plaza 6300 Jericho Turnpike Commack NY
130 GCFP Shoppes of Northshore 363 Atlantic Boulevard Atlantic Beach FL
131 SBRC Las Posadas Shopping Center 802-806 Buchanan Boulevard Boulder City NV
132 SBRC The Ville Apartments 4348 Kennerly Avenue St. Louis MO
133 GCFP Amelia Court Apartments 1381 Ohio Pike (S.R. 125) Pierce Township OH
134 SBRC Long Street Townhouses 1401 and 1501 East Long Street Carson City NV
135 GCFP Silverbrook Apartments 1245 Columbine Street Denver CO
136 SBRC Garden Apartments 1021, 1027, 1030, 1035, 1039,
1045 NE 8th Avenue Ft. Lauderdale FL
137 GCFP Westchester and New Haven
Apartments 4021 & 4217 Hessmer Avenue Metairie LA
138 SBRC Madison Midtown Shopping Center 1060 U.S. Highway 51 Madison MS
139 SBRC Cleveland Corners Shopping
Center 600 North Davis Avenue Cleveland MS
140 SBRC Park Place Apartments 1661 West 259th Street Harbor City CA
141 GCFP Horizons Apartments 1510 North 48th Street Phoenix AZ
142 GCFP Regency Square Apartments 1401 Cartier Drive Tampa FL
143 SBRC Federal Express 109-111 Commission Boulevard Lafayette LA
144 SBRC Levittown Professional Building 2900 Hempstead Turnpike Levittown NY
145 SBRC 3311 Richmond Office Building 3311 Richmond Avenue Houston TX
146 SBRC Carmel Towers 16700-16701 Northeast 21st Avenue North Miami Beach FL
147 GCFP Westwood Apartments 6810 West Preece Lane Boise ID
148 SBRC Crestridge Apartments 3200 West Walnut Street Garland TX
149 GCFP Pine Tree Square 379 Main Street Waterville ME
150 GCFP Thistlewood Apartments 1637 Alameda Drive Xenia OH
151 GCFP Lesbo/Bullion Mobile Home Park 611 Bullion Road Elko NV
152 SBRC The Town Center 110-120 East La Habra Boulevard La Habra CA
153 SBRC Bayridge Apartments 3001 F.M. 1266 League City TX
154 SBRC Ramada Inn - Elizabethtown 108 Commerce Drive Elizabethtown KY
155 SBRC Oasis Surgery Center 44301-44305 Lorimer Avenue Lancaster CA
156 SBRC 715 South Oxford Court
Apartments 715 South Oxford Avenue Los Angeles CA
157 SBRC Barefoot Bay Medical Office
Center 8000 Ron Beatty Boulevard Barefoot Bay FL
158 GCFP 14 Mamaroneck Avenue 14 Mamaroneck Avenue White Plains NY
159 SBRC Presidio Plaza 401 South El Camino Real San Clemente CA
160 SBRC 904-912 21st Avenue 904-912 21st Avenue South Minneapolis MN
161 GCFP Ambassador Apartments 3094 Brighton 5th Street Brooklyn NY
162 SBRC Frisco South Shopping Center 8200 Stonebrook Parkway Frisco TX
163 GCFP Oquendo Office Warehouse 3720 West Oquendo Road Las Vegas NV
164 GCFP Palm Harbor Mobile Home Park 7175 South U.S. 1 Titusville FL
165 SBRC Milan Apartments 6600 Yucca Street Los Angeles CA
166 SBRC Palm Pacific Plaza Shopping
Center 1114-1120 North Pacific Avenue Glendale CA
167 SBRC North Dixie Commerce Center 3601 North Dixie Highway Boca Raton FL
</TABLE>
<TABLE>
<CAPTION>
CONTROL PROPERTY SIZE
NUMBER ZIP CODE COUNTY PROPERTY TYPE PROPERTY SIZE UNIT TYPE YEAR BUILT
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
108 33442 Broward Unanchored Retail 29,905 SF 1987
109 92701 Orange Unanchored Retail 22,235 SF 1989
110 92501 Riverside Office/Retail 24,868 SF 1890
111 85018 Maricopa Multifamily 60 Units 1973
112 12601 Dutchess Office 34,829 SF 1900
113 53202 Milwaukee Office 48,886 SF 1984
114 30041 Forsyth Limited Service Hotel 70 Rooms 1996
115 75248 Dallas Office 23,696 SF 1998
116 39213 Hinds Limited Service Hotel 79 Rooms 1997
117 79118 Randall Mobile Home Park 112 Pads 1982
118 90745 Los Angeles Office 43,913 SF 1979
119 10314 Richmond Unanchored Retail 18,168 SF 1989
120 30096 Gwinnett Unanchored Retail 22,988 SF 1999
121 85251 Maricopa Office/Retail 21,532 SF 1987
122 39402 Lamar Limited Service Hotel 79 Rooms 1997
123 70664 Calcasieu Limited Service Hotel 79 Rooms 1997
124 92225 Riverside Limited Service Hotel 59 Rooms 1994
125 91767 Los Angeles Unanchored Retail 48,950 SF 1985
126 07205 Union Industrial 208,940 SF 1930
127 94578 Alameda Unanchored Retail 20,999 SF 1987
128 02895 Providence Office 47,947 SF 1980
129 11725 Suffolk Unanchored Retail 14,200 SF 1992
130 32233 Duval Unanchored Retail 22,034 SF 1991
131 89005 Clark Unanchored Retail 26,073 SF 1982
132 63113 St. Louis Multifamily 110 Units 1985
133 45102 Clermont Multifamily 95 Units 1980
134 89706 Carson Multifamily 41 Units 1979
135 80206 Denver Multifamily 31 Units 1962
136 33304 Broward Multifamily 71 Units 1950
137 70002 Jefferson Parish Multifamily 80 Units 1972
138 39110 Madison Unanchored Retail 11,100 SF 1999
139 38732 Bolivar Unanchored Retail 5,040 SF 1998
140 90710 Los Angeles Multifamily 48 Units 1973
141 85008 Maricopa Multifamily 51 Units 1985
142 33612 Hillsborough Multifamily 120 Units 1975
143 70508 Lafayette Industrial 51,892 SF 1997
144 11756 Nassau Office 20,000 SF 1965
145 77098 Harris Office 42,626 SF 1962
146 33162 Miami - Dade Multifamily 51 Units 1967
147 88704 Ada Multifamily 43 Units 1989
148 75042 Dallas Multifamily 102 Units 1965
149 04901 Kennebec Unanchored Retail 24,874 SF 1997
150 45385 Greene Multifamily 114 Units 1977
151 89801 Elko Mobile Home Park 84 Pads 1982
152 90631 Orange Office 29,405 SF 1983
153 77573 Galveston Multifamily 125 Units 1975
154 42701 Hardin Limited Service Hotel 68 Rooms 1997
155 93534 Los Angeles Office 15,025 SF 1992
156 90005 Los Angeles Multifamily 29 Units 1991
157 32935 Brevard Office 14,400 SF 1996
158 10601 Westchester Office 21,034 SF 1908
159 92672 Orange Unanchored Retail 12,491 SF 1988
160 55404 Hennepin Multifamily 47 Units 1969
161 11233 Kings Multifamily 43 Units 1929
162 75034 Collin Office/Retail 18,585 SF 1985
163 89118 Clark Industrial 19,626 SF 1997
164 32780 Brevard Mobile Home Park 88 Pads 1965
165 90028 Los Angeles Multifamily 41 Units 1989
166 91202 Los Angeles Unanchored Retail 11,245 SF 1940
167 33431 Palm Beach Industrial 33,356 SF 1986
</TABLE>
<TABLE>
<CAPTION>
CONTROL YEAR OCCUPANCY OCCUPANCY
NUMBER RENOVATED PERCENTAGE AS OF DATE
- -------------------------------------------------------------------
<S> <C> <C> <C>
108 NAP 94% 10/05/99
109 NAP 100% 09/22/99
110 1993 90% 02/01/00
111 1996 100% 09/15/99
112 1989 100% 01/10/00
113 NAP 100% 01/01/00
114 NAP 65% 12/31/99
115 NAP 88% 12/01/99
116 NAP 83% 09/30/99
117 1999 98% 07/31/99
118 NAP 87% 07/08/99
119 NAP 100% 09/30/99
120 NAP 100% 11/02/99
121 1997 100% 11/09/99
122 NAP 74% 09/30/99
123 NAP 70% 09/30/99
124 NAP 70% 12/31/99
125 NAP 93% 11/01/99
126 NAP 100% 09/01/99
127 NAP 100% 02/01/00
128 1995 97% 10/18/99
129 NAP 100% 09/30/99
130 NAP 94% 11/30/99
131 NAP 97% 07/01/99
132 NAP 98% 12/14/99
133 NAP 92% 02/29/00
134 NAP 93% 07/26/99
135 1997 97% 12/31/99
136 1975 92% 07/01/99
137 NAP 96% 09/01/99
138 NAP 83% 06/30/99
139 NAP 100% 06/30/99
140 1997 100% 08/16/99
141 NAP 92% 11/30/99
142 NAP 99% 06/30/99
143 NAP 100% 04/20/99
144 1990 100% 06/08/99
145 1990 92% 07/01/99
146 1992 94% 01/01/99
147 NAP 100% 08/31/99
148 NAP 98% 07/21/99
149 NAP 92% 12/22/99
150 1994 100% 12/31/99
151 NAP 96% 09/01/99
152 NAP 100% 12/06/99
153 1994 98% 06/01/99
154 NAP 66% 09/30/99
155 NAP 100% 08/19/99
156 NAP 100% 06/10/99
157 NAP 100% 06/30/99
158 1998 100% 10/31/99
159 1998 88% 08/13/99
160 NAP 100% 04/16/99
161 NAP 100% 01/26/99
162 NAP 100% 01/01/00
163 NAP 100% 09/01/99
164 NAP 85% 07/07/99
165 NAP 95% 08/17/99
166 1995 100% 08/23/99
167 NAP 100% 08/19/99
</TABLE>
<PAGE> 147
GENERAL MORTGAGED REAL
PROPERTY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PROPERTY ADDRESS CITY STATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
168 SBRC Meadowlark Apartments 233-239 West San Marcos Boulevard San Marcos CA
169 SBRC Old Judge Building 704 North 2nd Street St. Louis MO
- ------------------------------------------------------------------------------------------------------------------------------------
170 SBRC Sherman/Lennox Portfolio
170A SBRC 6839-6841 Lennox Avenue 6839-6841 Lennox Avenue Van Nuys CA
170B SBRC 17732 Sherman Way 17732 Sherman Way Reseda CA
- ------------------------------------------------------------------------------------------------------------------------------------
171 SBRC Pacific Winds Apartments 5578 34th Street Rubidoux CA
172 SBRC Isle of Capri Apartments 1359 Northeast 127th Street North Miami FL
173 SBRC Datura Station 120 South Dixie Highway West Palm Beach FL
174 SBRC Park View Cooperative 53 Prospect Street Stamford CT
175 SBRC H & Z Office Building 4300 Evergreen Lane Annandale VA
176 SBRC Nassau Bay Villas Apartments 130 Surf Court Drive Nassau Bay TX
177 SBRC 2180 West First Street 2180 West First Street Fort Myers FL
178 GCFP 8020 Northwest 60th Street 8020 Northwest 60th Street Miami FL
179 SBRC Irving Place Apartments 1005 Metker Street Irving TX
180 GCFP Regency Palms Apartments 4113 East Linebaugh Avenue Tampa FL
181 GCFP Four Flags Motors, Inc. 2901 South Highway 159 Glen Carbon IL
182 GCFP Alexandria Gardens Apartments 130 South Alexandria Avenue Los Angeles CA
183 GCFP 47-49 Main Street 47-49 Main Street Freeport ME
184 SBRC Madrid Apartments 3201 Second Avenue Lake Charles LA
185 SBRC Comfort Inn - Milledgeville 2595 North Columbia Street Milledgeville GA
186 SBRC Wal-Mart Shopping Center Northwest Corner of Highway 75 &
Highway 82 Sherman TX
187 SBRC Stratford Apartments 1901-1931 Hazelwood Avenue Ft Wayne IN
188 SBRC Willow Glen Plaza 1111 Town East Boulevard Mesquite TX
189 SBRC Edgewater Bay Apartments 750 Northeast 62nd Street Miami FL
190 SBRC 420 Group 420 West 17th Street Hialeah FL
191 GCFP 7-Eleven 9190 West Cheyenne Avenue Las Vegas NV
192 SBRC Lake Forest North Apartments 3605 and 3613 Lake Forest Drive &
3626 and 3636 North 112th Avenue Omaha NE
193 SBRC CompuChem Industrial 501 Madison Avenue Cary NC
194 GCFP Palazzolo Plaza 800 Central Park Avenue Scarsdale NY
195 SBRC A. E. Larson Building 6 South Second Street Yakima WA
196 GCFP Lanewood Apartments 7075 Lanewood Avenue Los Angeles CA
197 GCFP Chris-Town Mobile Home Park 1919 West Colter Street Phoenix AZ
198 SBRC Corbus-Peppertree Lane
Apartments 5920 West Laurie Lane Glendale AZ
199 SBRC Missouri Meadows Apartments 3501 West Missouri Avenue Phoenix AZ
200 SBRC Highlander Square Apartments 4000 North 19th Street Waco TX
201 SBRC Hillcrest Crossing 17404 Hillcrest Road Dallas TX
202 SBRC Virginia Plaza 2310 Virginia Parkway McKinney TX
203 SBRC Pedersen Building 398 West Colorado Avenue Telluride CO
204 GCFP Spring Oaks Mobile Home &
Recreational Vehicle Park 22014 Spring Oaks Drive Spring TX
205 SBRC Shadowood Apartments 120 South Jupiter Road Garland TX
206 SBRC Arroyo Shopping Center 8129-8147 Arroyo Drive South San Gabriel CA
207 GCFP The Nog Retail Center 2801 Nogalitos Street San Antonio TX
208 GCFP London Square Apartments 403 Rockdale Avenue Boardman OH
209 SBRC Petite Chateau Villa Mobile
Home Park 2075 West Rialto Avenue San Bernardino CA
210 GCFP Walnut Hills Apartments 102 Walnut Hills Drive Chillicothe OH
211 SBRC Palmer Highway Shopping Center 3305-3319 Palmer Highway Texas City TX
212 SBRC Somerset Apartments 3445 Almand Drive College Park GA
- ------------------------------------------------------------------------------------------------------------------------------------
213 SBRC Shady Acres/Pine Shadows
Portfolio
213A SBRC Shady Acres Duplexes 723A-748B Vicky Drive Huntsville TX
213B SBRC Pine Shadows Estates 3300 Pine Grove Drive Huntsville TX
- ------------------------------------------------------------------------------------------------------------------------------------
214 SBRC Vanowen Street Retail Center 12500-12510 Vanowen Street Los Angeles CA
215 GCFP Rena's Village Plaza 7325-7371 Lake Underhill Drive Orlando FL
216 SBRC Stanford Place Apartments 1406 Acadian Drive Houma LA
217 SBRC Panola-Redan Crossing 5616 Redan Road Stone Mountain GA
218 SBRC Garnet Avenue Shopping Center 2263-2275 Garnet Avenue San Diego CA
219 SBRC The Chalet Apartments 951 French Street Irving TX
220 SBRC Galt Ocean Plaza 3300 Northeast 34th Street Fort Lauderdale FL
221 SBRC Zion Street Apartments 399 Zion Street Hartford CT
</TABLE>
<TABLE>
<CAPTION>
CONTROL PROPERTY SIZE
NUMBER ZIP CODE COUNTY PROPERTY TYPE PROPERTY SIZE UNIT TYPE YEAR BUILT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
168 92069 San Diego Multifamily 61 Units 1978
169 63102 St. Louis Office/Retail 41,144 SF 1883
- ------------------------------------------------------------------------------------------------------------------------------------
170 24,505 SF
170A 91405 Los Angeles Unanchored Retail 15,600 SF 1968
170B 91355 Los Angeles Unanchored Retail 8,905 SF 1965
- ------------------------------------------------------------------------------------------------------------------------------------
171 92509 Riverside Multifamily 47 Units 1989
172 33161 Miami - Dade Multifamily 48 Units 1971
173 33401 Palm Beach Office 11,858 SF 1904
174 06901 Fairfield Multifamily 85 Units 1927
175 22003 Fairfax Office 16,517 SF 1980
176 77058 Harris Multifamily 67 Units 1963
177 33901 Lee Office 28,821 SF 1973
178 33166 Dade Industrial 34,566 SF 1979
179 75062 Dallas Multifamily 72 Units 1963
180 33617 Hillsborough Multifamily 89 Units 1972
181 62034 Madison Unanchored Retail 24,182 SF 1970
182 90004 Los Angeles Multifamily 30 Units 1990
183 04032 Cumberland Unanchored Retail 3,588 SF 1969
184 70601 Calcasieu Multifamily 57 Units 1965
185 31061 Baldwin Limited Service Hotel 46 Rooms 1995
186 75090 Grayson Unanchored Retail 14,144 SF 1995
187 46805 Allen Multifamily 54 Units 1964
188 75150 Dallas Unanchored Retail 11,447 SF 1983
189 33138 Miami - Dade Multifamily 32 Units 1969
190 33010 Miami - Dade Multifamily 45 Units 1971
191 89129 Clark Unanchored Retail 2,993 SF 1999
192 68164 Douglas Multifamily 46 Units 1969
193 27513 Wake Industrial 30,669 SF 1960
194 10583 Westchester Office 12,000 SF 1987
195 98901 Yakima Office 51,356 SF 1931
196 90028 Los Angeles Multifamily 36 Units 1971
197 85015 Maricopa Mobile Home Park 58 Pads 1953
198 85302 Maricopa Multifamily 60 Units 1982
199 85019 Maricopa Multifamily 62 Units 1979
200 76708 McLennan Multifamily 85 Units 1977
201 75252 Collin Unanchored Retail 9,850 SF 1998
202 75070 Collin Unanchored Retail 10,730 SF 1997
203 81435 San Miguel Office/Retail 7,279 SF 1992
204 77389 Harris Mobile Home Park 122 Pads 1984
205 75042 Dallas Multifamily 60 Units 1964
206 91770 Los Angeles Unanchored Retail 11,439 SF 1973
207 78225 Bexar Unanchored Retail 27,150 SF 1948
208 44512 Mahoning Multifamily 69 Units 1976
209 92410 San Bernardino Mobile Home Park 69 Pads 1960
210 45601 Ross Multifamily 97 Units 1975
211 77590 Galveston Unanchored Retail 13,240 SF 1984
212 30337 Fulton Multifamily 40 Units 1964
- ------------------------------------------------------------------------------------------------------------------------------------
213 40 Units
213A 77340 Walker Multifamily 28 Units 1985
213B 77340 Walker Multifamily 12 Units 1985
- ------------------------------------------------------------------------------------------------------------------------------------
214 91605 Los Angeles Unanchored Retail 9,400 SF 1987
215 32822 Orange Unanchored Retail 19,230 SF 1980
216 70363 Terrebonne Multifamily 38 Units 1966
217 30088 Dekalb Unanchored Retail 11,392 SF 1986
218 92109 San Diego Unanchored Retail 6,491 SF 1961
219 75061 Dallas Multifamily 40 Units 1985
220 33308 Broward Unanchored Retail 25,427 SF 1958
221 06106 Hartford Multifamily 52 Units 1965
</TABLE>
<TABLE>
<CAPTION>
CONTROL YEAR OCCUPANCY OCCUPANCY
NUMBER RENOVATED PERCENTAGE AS OF DATE
- -------------------------------------------------------------------
<S> <C> <C> <C>
168 NAP 97% 07/01/99
169 1980 100% 08/30/99
- -------------------------------------------------------------------
170
170A NAP 100% 08/15/99
170B NAP 87% 08/15/99
- -------------------------------------------------------------------
171 NAP 100% 07/26/99
172 NAP 100% 08/19/99
173 1998 100% 08/01/99
174 1986 100% 08/13/99
175 NAP 100% 07/28/99
176 1997 96% 06/30/99
177 1997 99% 11/16/99
178 NAP 100% 09/25/99
179 1996 97% 07/21/99
180 NAP 99% 01/31/00
181 NAP 100% 07/07/98
182 NAP 100% 01/10/00
183 1994 100% 01/18/00
184 1992 95% 07/20/99
185 NAP 68% 06/30/99
186 NAP 100% 09/21/99
187 1966 96% 01/03/00
188 NAP 88% 07/28/99
189 NAP 97% 08/01/99
190 NAP 100% 04/30/99
191 NAP 100% 12/31/99
192 NAP 91% 08/01/99
193 1997 100% 07/01/99
194 NAP 100% 08/04/99
195 NAP 90% 11/10/99
196 NAP 97% 09/17/99
197 NAP 100% 05/31/99
198 NAP 88% 08/20/99
199 NAP 97% 06/25/99
200 NAP 100% 08/30/99
201 NAP 100% 06/30/99
202 NAP 100% 08/09/99
203 1993 100% 09/01/99
204 NAP 100% 03/21/99
205 1991 98% 12/02/99
206 NAP 100% 07/15/99
207 1957 100% 09/30/99
208 NAP 94% 12/31/99
209 NAP 93% 08/01/99
210 1978 93% 12/31/99
211 NAP 100% 12/16/99
212 NAP 98% 08/23/99
- -------------------------------------------------------------------
213
213A NAP 96% 06/01/99
213B NAP 75% 06/01/99
- -------------------------------------------------------------------
214 NAP 100% 12/04/99
215 NAP 100% 09/30/99
216 NAP 100% 07/13/99
217 NAP 100% 10/01/99
218 1994 100% 12/07/99
219 NAP 98% 06/30/99
220 NAP 100% 11/07/99
221 NAP 100% 09/27/99
</TABLE>
<PAGE> 148
GENERAL MORTGAGED REAL
PROPERTY INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PROPERTY ADDRESS CITY STATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
222 GCFP Country Square Mobile Home Park NC Highway 16/18 Wilkesboro NC
223 GCFP 1513-1517 Taylor Avenue 1513-1517 Taylor Avenue Bronx NY
224 GCFP Westside Warehouse 5201 Interstate Avenue Shreveport LA
225 SBRC Heritage House Apartments 45 Wheeler Avenue Bridgeport CT
226 SBRC Troy Building 1025 Southeast Pine Portland OR
227 SBRC Arlington Manor Mobile Home Park 222 Rockwell Drive Midland MI
228 GCFP Capitol View Apartments, Charles
Apartments & Randolph
Apartments 44-46 Capitol Avenue; 490 Burritt
Street; 195 Overlook Avenue New Britain CT
229 SBRC Beresford Retail 2340 East Pacific Coast Highway Long Beach CA
230 SBRC 120 Standard Street 120 Standard Street El Segundo CA
231 GCFP 2077-2089 New York Avenue 2077-2089 New York Avenue Huntington Station NY
232 SBRC Blair Place Duplexes 31902-31940 Michael Street Magnolia TX
233 SBRC 18714 Parthenia Street 18714 Parthenia Street Northridge CA
234 GCFP Thornapple Apartments 4401 Thornway Drive Columbus OH
235 GCFP 2800 Oakmont Drive 2800 Oakmont Drive Round Rock TX
236 SBRC Fox Tile 2121-2131 South Industrial Road Las Vegas NV
237 SBRC 471 Prospect Street 471 Prospect Street East Orange NJ
238 GCFP Barclay Arms Apartments 5 Simmons Street Saugerties NY
239 SBRC Wishney 475 West Stetson Avenue Hemet CA
240 GCFP Elmgrove Apartments 510 Elmgrove Terrace Middletown OH
241 SBRC Centennial Apartments 2624 Southeast 182nd Avenue Gresham OR
242 SBRC Vanguard Industrial Building 546 Vanguard Way Brea CA
243 GCFP 135-145 Orange Street Apartments 135-145 Orange Street & 640-644
Union Street Manchester NH
244 SBRC Brentwood Village Apartments 8703-8715 Beechnut Street Houston TX
245 GCFP Seoul Plaza 11101 Pacific Highway Southwest Lakewood WA
246 SBRC Glendale Apartments 1803 West Gramercy San Antonio TX
247 GCFP Riverview Apartments 3160-3184 Riverview Circle Columbus OH
248 GCFP 820 Linden Boulevard 820 Linden Boulevard Brooklyn NY
249 GCFP Vail Valley Auto 41000 U.S. Highway 6 Avon CO
250 GCFP Hawthorne Apartments II 10 McGibney Road Mount Vernon OH
251 GCFP 2096 Saint Georges Avenue 2096 Saint Georges Avenue Rahway NJ
252 SBRC Notre Dame Apartments 404-412 Notre Dame Avenue Manchester NH
253 GCFP Nash Multi-family Apartments 345-357 South Main Street Cheshire CT
254 SBRC Somers Apartments 924 Northeast 17th Terrace Ft. Lauderdale FL
255 GCFP Foxglove Apartments, Phase I 103-113 Palmer Lane Bryan OH
256 SBRC Muse Apartments 217 Muse Street Newton KS
257 GCFP Chalmer Place 10545-10573 Chalmer Place Spring Hill FL
258 GCFP Ivy Court Apartments 203 Ivy Court Eaton OH
259 GCFP Royce Apartments 6813 Weedin Place Northeast Seattle WA
260 SBRC C. Martin Company 1259 East Ridgecrest Boulevard Ridgecrest CA
261 GCFP Aster Court Apartments 26 Aster Court New London OH
262 GCFP Zora Lee Apartments 4831 Junius Street Dallas TX
263 GCFP Foxglove II Apartments 115-121 Palmer Lane Bryan OH
264 GCFP Indiana Street Apartments 1710 Indiana Street Houston TX
265 GCFP "A" Street Apartments 2332-2336 "A" Street Forest Grove OR
266 GCFP The Colonial Apartments 108-114 Mason Road New Ipswich NH
267 GCFP Taylene Court Apartments 809-829 Southeast 187th Avenue Gresham OR
268 GCFP Myrtle Street Apartments 120-122 Myrtle Street & 539-541
Pine Street Manchester NH
</TABLE>
<TABLE>
<CAPTION>
CONTROL PROPERTY SIZE
NUMBER ZIP CODE COUNTY PROPERTY TYPE PROPERTY SIZE UNIT TYPE YEAR BUILT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
222 28697 Wilkes Mobile Home Park 119 Pads 1970
223 10460 Bronx Multifamily 60 Units 1927
224 71109 Caddo Parish Industrial 47,414 SF 1972
225 06606 Fairfield Multifamily 28 Units 1969
226 97214 Multnomah Mixed Use (Industrial/Retail) 58,306 SF 1913
227 48642 Bay Mobile Home Park 99 Pads 1968
228 06052 Hartford Multifamily 36 Units 1970
229 90804 Los Angeles Unanchored Retail 8,000 SF 1985
230 90245 Los Angeles Industrial 12,000 SF 1954
231 11746 Suffolk Unanchored Retail 9,940 SF 1959
232 77355 Montgomery Multifamily 20 Units 1983
233 91324 Los Angeles Industrial 16,632 SF 1971
234 43231 Franklin Multifamily 96 Units 1976
235 78664 Williamson Office 13,400 SF 1984
236 89102 Clark Industrial 29,768 SF 1960
237 07017 Essex Multifamily 22 Units 1962
238 12477 Ulster Multifamily 28 Units 1975
239 92543 Riverside Unanchored Retail 21,620 SF 1989
240 45044 Butler Multifamily 47 Units 1975
241 97230 Multnomah Multifamily 16 Units 1968
242 92821 Orange Industrial 14,040 SF 1978
243 03103 Hillsborough Multifamily 33 Units 1910
244 77036 Harris Multifamily 34 Units 1972
245 98499 Pierce Unanchored Retail 10,145 SF 1965
246 78201 Bexar Multifamily 28 Units 1962
247 43202 Franklin Multifamily 20 Units 1967
248 11203 Kings Multifamily 19 Units 1920
249 81620 Eagle Unanchored Retail 3,863 SF 1977
250 43050 Knox Multifamily 47 Units 1978
251 07065 Union Office 3,668 SF 1750
252 03102 Hillsborough Multifamily 15 Units 1890
253 06410 New Haven Multifamily 7 Units 1900
254 33304 Broward Multifamily 10 Units 1966
255 43506 Williams Multifamily 36 Units 1977
256 67114 Harvey Multifamily 21 Units 1965
257 34442 Hernando Multifamily 15 Units 1990
258 45320 Preble Multifamily 56 Units 1974
259 98115 King Multifamily 9 Units 1989
260 93555 Kern Industrial 12,330 SF 1983
261 44851 Huron Multifamily 32 Units 1976
262 75246 Dallas Multifamily 8 Units 1923
263 43506 Williams Multifamily 23 Units 1978
264 77006 Harris Multifamily 12 Units 1970
265 97116 Washington Multifamily 14 Units 1904
266 03071 Hillsborough Multifamily 14 Units 1770
267 97233 Multnomah Multifamily 11 Units 1976
268 03103 Hillsborough Multifamily 22 Units 1920
</TABLE>
<TABLE>
<CAPTION>
CONTROL YEAR OCCUPANCY OCCUPANCY
NUMBER RENOVATED PERCENTAGE AS OF DATE
- --------------------------------------------------------------------
<S> <C> <C> <C>
222 1988 98% 06/01/99
223 NAP 97% 01/01/00
224 1998 100% 01/26/00
225 NAP 89% 06/01/99
226 1955 97% 07/01/99
227 1989 94% 11/11/99
228 NAP 100% 03/01/99
229 NAP 100% 08/03/99
230 NAP 100% 07/07/99
231 NAP 100% 07/17/99
232 NAP 100% 06/30/99
233 NAP 100% 09/03/98
234 1997 100% 12/31/99
235 1996 100% 07/14/99
236 1980 100% 08/24/99
237 NAP 100% 07/29/99
238 1998 100% 12/31/99
239 1992 89% UAV
240 NAP 94% 12/31/99
241 1994 100% 04/01/99
242 NAP 100% 10/01/99
243 NAP 97% 10/12/99
244 NAP 97% 07/01/99
245 1993 97% 10/02/99
246 1995 100% 10/01/99
247 NAP 100% 02/24/99
248 NAP 100% 08/18/99
249 1997 100% 07/21/98
250 NAP 94% 12/31/99
251 1992 100% 01/04/00
252 1997 100% 07/31/99
253 1989 100% 01/17/00
254 1999 100% 09/09/99
255 NAP 100% 12/31/99
256 NAP 100% 08/01/99
257 NAP 100% 09/14/99
258 NAP 98% 12/31/99
259 NAP 100% 10/01/99
260 1993 100% 04/15/99
261 NAP 91% 12/31/99
262 1996 100% 10/01/99
263 1997 100% 12/31/99
264 1997 100% 01/25/99
265 1973 100% 09/30/99
266 1990 100% 09/30/99
267 NAP 100% 01/21/00
268 NAP 100% 10/01/99
</TABLE>
<PAGE> 149
MORTGAGE LOAN BALANCE AND
MORTGAGED REAL PROPERTY
APPRAISED VALUE INFORMATION
<TABLE>
<CAPTION>
MORTGAGE % OF TOTAL
CONTROL LOAN CUT-OFF DATE CUT-OFF DATE ALLOCATED CUT-OFF
NUMBER SELLER LOAN / PROPERTY NAME BALANCE BALANCE DATE BALANCE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 SBRC Putnam Building 28,618,254.87 3.92% 28,618,254.87
2 GCFP Jovanna Villas Apartments 13,712,398.54 1.88% 13,712,398.54
3 GCFP Los Cabos II Apartments 9,972,653.53 1.37% 9,972,653.53
4 GCFP Sunrise Plaza Shopping Center 14,887,462.50 2.04% 14,887,462.50
5 GCFP Hasbrouck & Torview Apartments 14,641,646.86 2.01% 14,641,646.86
- --------------------------------------------------------------------------------------------------------------------------------
6 SBRC Muncie Apartments Portfolio 13,152,356.05 1.80%
6A SBRC Silvertree Apartments 4,726,982.48
6B SBRC Windsong Apartments 2,412,651.86
6C SBRC Autumn Breeze Apartments 2,382,399.17
6D SBRC Sunreach Apartments 1,588,266.11
6E SBRC Everbrook Apartments 1,172,291.65
6F SBRC Cardinal Villa Apartments 869,764.78
- --------------------------------------------------------------------------------------------------------------------------------
7 SBRC Sports Arena Village 12,904,149.90 1.77% 12,904,149.90
8 GCFP Holiday Inn Somerset 12,899,823.81 1.77% 12,899,823.81
9 GCFP Southridge Shopping Center 11,417,665.34 1.57% 11,417,665.34
10 GCFP Stewart Plaza 11,180,811.13 1.53% 11,180,811.13
11 GCFP The Carriage Building (Building 39) 10,957,229.98 1.50% 10,957,229.98
12 GCFP 1000 Adams Avenue 10,862,493.05 1.49% 10,862,493.05
13 GCFP 101 West Avenue 10,334,868.59 1.42% 10,334,868.59
14 GCFP Clearview Farms Apartments 9,745,437.85 1.34% 9,745,437.85
15 GCFP The TJ Building 8,133,454.02 1.12% 8,133,454.02
16 GCFP International Precision Components Corp. Building 8,028,928.29 1.10% 8,028,928.29
17 GCFP 480 Sprague Street 7,973,179.25 1.09% 7,973,179.25
18 GCFP 990 Spring Garden Street 7,957,951.34 1.09% 7,957,951.34
19 SBRC Los Altos Woods Office Building 7,816,668.83 1.07% 7,816,668.83
20 GCFP 655 Merrick Avenue 6,959,929.00 0.95% 6,959,929.00
21 GCFP Nicholson Plaza 6,834,741.86 0.94% 6,834,741.86
22 GCFP Ventura Village Shopping Center 6,674,166.58 0.91% 6,674,166.58
23 SBRC Bridgetown 1 Office Building 6,624,008.88 0.91% 6,624,008.88
24 GCFP Courtyard Center 6,557,619.61 0.90% 6,557,619.61
25 GCFP Raymour & Flanigan Plaza A 6,472,287.81 0.89% 6,472,287.81
26 GCFP 4707 East Baseline Road 6,269,162.87 0.86% 6,269,162.87
27 GCFP Holiday Inn Arena 6,221,465.02 0.85% 6,221,465.02
28 GCFP Kentbrook Apartments 6,079,439.34 0.83% 6,079,439.34
29 GCFP Ramada Plaza Hotel and Office Building 5,922,694.68 0.81% 5,922,694.68
30 GCFP Quail Park I 5,888,509.06 0.81% 5,888,509.06
31 GCFP 139 Main Street 5,657,038.58 0.78% 5,657,038.58
32 GCFP Holiday Inn University 5,431,437.71 0.74% 5,431,437.71
33 GCFP PRG - Scenic Technologies 5,420,526.03 0.74% 5,420,526.03
34 GCFP Raymour & Flanigan Plaza B 5,385,573.66 0.74% 5,385,573.66
35 GCFP West County Professional and Medical Center 5,286,459.35 0.72% 5,286,459.35
36 SBRC Herndon Plaza Retail Center 5,285,529.04 0.72% 5,285,529.04
37 GCFP 15250 Avenue of Science 5,259,510.24 0.72% 5,259,510.24
38 GCFP The Barnyard Retail Center 5,168,611.92 0.71% 5,168,611.92
39 GCFP 711 Madison Avenue 5,151,514.54 0.71% 5,151,514.54
40 SBRC 132 South Rodeo Drive 4,976,477.85 0.68% 4,976,477.85
41 GCFP 4001 Fairview Industrial Drive Southeast 4,836,599.49 0.66% 4,836,599.49
42 GCFP The Parris Building (Building 34) 4,768,465.71 0.65% 4,768,465.71
43 SBRC Cherry Tree Shopping Center 4,685,601.62 0.64% 4,685,601.62
44 SBRC 1916-1928 Old Middlefield Road 4,575,158.99 0.63% 4,575,158.99
45 GCFP Days Inn Singer Island 4,462,078.10 0.61% 4,462,078.10
46 GCFP The Sports Authority 4,460,072.55 0.61% 4,460,072.55
47 GCFP Grand Union Supermarket 4,424,160.29 0.61% 4,424,160.29
48 GCFP Parklawn Center 4,112,970.74 0.56% 4,112,970.74
49 GCFP Two World's Fair Drive 4,090,384.44 0.56% 4,090,384.44
50 GCFP Arden Woods Office Building 4,089,469.58 0.56% 4,089,469.58
51 GCFP 350 Centerpointe 4,013,407.35 0.55% 4,013,407.35
52 GCFP Erie Canal Commons 3,968,362.42 0.54% 3,968,362.42
53 GCFP Executive Center Northridge 3,911,014.79 0.54% 3,911,014.79
</TABLE>
<TABLE>
<CAPTION>
CROSS CROSS COLLATER-
ALLOCATED % ALLOCATED COLLATER- ALIZED MORTGAGE
OF TOTAL CUT- CUT-OFF DATE ALIZED LOAN GROUP RELATED
CONTROL OFF DATE BALANCE PER LOAN BALANCE AT MORTGAGED TOTAL CUT-OFF MORTGAGE
NUMBER BALANCE UNIT MATURITY/ARD LOAN GROUP DATE BALANCE LOAN GROUP
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 3.92% 123.89 22,764,487.72 No 28,618,254.87 Yes (p)
2 1.88% 51,941 12,384,352.24 Yes (h) 23,685,052.07 Yes (a)
3 1.37% 47,489 9,006,803.16 Yes (h) 23,685,052.07 Yes (a)
4 2.04% 131.44 13,397,127.97 No 14,887,462.50 No
5 2.01% 39,254 13,191,287.59 No 14,641,646.86 No
- -----------------------------------------------------------------------------------------------------------------------------------
6 446,416.52 No 13,152,356.05 No
6A 0.65% 39,392
6B 0.33% 50,264
6C 0.33% 49,633
6D 0.22% 44,119
6E 0.16% 36,634
6F 0.12% 36,240
- -----------------------------------------------------------------------------------------------------------------------------------
7 1.77% 50.67 513,643.18 No 12,904,149.90 No
8 1.77% 45,422 11,061,698.56 No 12,899,823.81 No
9 1.57% 56.44 10,390,034.17 No 11,417,665.34 No
10 1.53% 89.98 10,055,109.39 No 11,180,811.13 No
11 1.50% 127.67 9,889,529.66 No 10,957,229.98 Yes (w)
12 1.49% 98.21 9,771,856.67 No 10,862,493.05 No
13 1.42% 124.06 9,232,867.09 No 10,334,868.59 No
14 1.34% 31,437 8,777,826.15 No 9,745,437.85 No
15 1.12% 27.49 6,842,561.05 No 8,133,454.02 No
16 1.10% 42.57 7,337,065.31 No 8,028,928.29 No
17 1.09% 34.22 7,168,162.79 No 7,973,179.25 No
18 1.09% 50.77 7,180,776.82 No 7,957,951.34 No
19 1.07% 200.90 7,003,222.25 No 7,816,668.83 Yes (q)
20 0.95% 119.59 6,266,680.25 No 6,959,929.00 No
21 0.94% 66.08 5,781,341.50 No 6,834,741.86 Yes (d)
22 0.91% 218.48 6,013,180.00 No 6,674,166.58 No
23 0.91% 105.44 5,975,881.63 No 6,624,008.88 No
24 0.90% 95.71 5,891,245.72 No 6,557,619.61 No
25 0.89% 50.76 5,851,780.06 No 6,472,287.81 Yes (y)
26 0.86% 45.39 5,672,104.59 No 6,269,162.87 No
27 0.85% 25,815 5,204,861.15 No 6,221,465.02 Yes (v)
28 0.83% 30,704 5,463,130.16 No 6,079,439.34 Yes (b)
29 0.81% 46,271 4,932,647.54 No 5,922,694.68 No
30 0.81% 80.18 5,399,691.64 No 5,888,509.06 No
31 0.78% 150.70 5,062,366.73 No 5,657,038.58 Yes (p)
32 0.74% 37,982 4,543,926.29 No 5,431,437.71 Yes (v)
33 0.74% 42.71 4,555,425.31 No 5,420,526.03 No
34 0.74% 70.62 4,873,748.22 No 5,385,573.66 Yes (y)
35 0.72% 64.84 4,801,972.98 No 5,286,459.35 No
36 0.72% 19.58 1,968,207.16 No 5,285,529.04 No
37 0.72% 94.84 4,649,776.84 No 5,259,510.24 No
38 0.71% 67.26 4,579,236.71 No 5,168,611.92 No
39 0.71% 532.13 4,312,189.30 No 5,151,514.54 No
40 0.68% 191.53 4,519,310.84 No 4,976,477.85 No
41 0.66% 60.34 4,364,256.44 No 4,836,599.49 No
42 0.65% 97.44 4,270,765.96 No 4,768,465.71 Yes (w)
43 0.64% 101.90 4,243,814.28 No 4,685,601.62 No
44 0.63% 143.22 2,253,816.63 No 4,575,158.99 No
45 0.61% 27,043 3,827,057.75 No 4,462,078.10 No
46 0.61% 97.69 3,588,481.35 No 4,460,072.55 No
47 0.61% 110.44 3,638,854.45 No 4,424,160.29 No
48 0.56% 45.28 3,739,451.55 No 4,112,970.74 Yes (d)
49 0.56% 68.97 3,695,979.97 No 4,090,384.44 No
50 0.56% 64.19 3,713,063.50 No 4,089,469.58 No
51 0.55% 92.80 3,373,739.68 No 4,013,407.35 No
52 0.54% 101.63 3,560,152.91 No 3,968,362.42 No
53 0.54% 45.30 3,555,541.07 No 3,911,014.79 No
</TABLE>
<TABLE>
<CAPTION>
RELATED MATURITY
MORTGAGE LOAN CUT-OFF DATE/
CONTROL GROUP TOTAL CUT- OWNERSHIP APPRAISED APPRAISAL DATE LTV ARD LTV
NUMBER OFF DATE BALANCE INTEREST VALUE DATE RATIO RATIO
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 34,275,293.45 Fee Simple 36,250,000 06/17/98 78.95% 62.80%
2 23,685,052.07 Fee Simple 18,200,000 11/04/99 74.19% 67.00%
3 23,685,052.07 Fee Simple 13,725,000 11/12/99 74.19% 67.00%
4 14,887,462.50 Fee Simple 20,200,000 10/08/99 73.70% 66.32%
5 14,641,646.86 Fee Simple 20,100,000 07/12/99 72.84% 65.63%
- ---------------------------------------------------------------------------------------------------------------------
6 13,152,356.05 17,390,000 75.63% 2.57%
6A Fee Simple 6,250,000 03/05/98
6B Fee Simple 3,190,000 03/05/98
6C Fee Simple 3,150,000 03/05/98
6D Fee Simple 2,100,000 03/05/98
6E Fee Simple 1,550,000 03/05/98
6F Fee Simple 1,150,000 03/05/98
- ---------------------------------------------------------------------------------------------------------------------
7 12,904,149.90 Leasehold 19,500,000 03/30/98 66.18% 2.63%
8 12,899,823.81 Leasehold 21,000,000 03/18/99 61.43% 52.67%
9 11,417,665.34 Fee Simple 16,750,000 09/14/99 68.17% 62.03%
10 11,180,811.13 Fee Simple 15,300,000 04/02/99 73.08% 65.72%
11 15,725,695.69 Leasehold 16,350,000 06/30/99 67.02% 60.49%
12 10,862,493.05 Fee Simple 13,800,000 05/20/99 78.71% 70.81%
13 10,334,868.59 Fee Simple 14,200,000 03/04/99 72.78% 65.02%
14 9,745,437.85 Fee Simple 13,600,000 10/11/99 71.66% 64.54%
15 8,133,454.02 Fee Simple 12,000,000 01/26/99 67.78% 57.02%
16 8,028,928.29 Fee Simple 10,800,000 11/01/99 74.34% 67.94%
17 7,973,179.25 Fee Simple 10,300,000 09/13/99 77.41% 69.59%
18 7,957,951.34 Fee Simple 10,800,000 10/22/99 73.68% 66.49%
19 10,174,430.50 Fee Simple 10,480,000 06/25/99 74.59% 66.82%
20 6,959,929.00 Fee Simple 9,900,000 02/15/99 70.30% 63.30%
21 13,565,057.63 Fee Simple 9,300,000 04/22/99 73.49% 62.16%
22 6,674,166.58 Fee Simple 9,300,000 09/13/99 71.77% 64.66%
23 6,624,008.88 Fee Simple 9,000,000 07/30/99 73.60% 66.40%
24 6,557,619.61 Fee Simple 9,650,000 03/16/99 67.95% 61.05%
25 11,857,861.47 Fee Simple 8,600,000 07/01/99 75.26% 68.04%
26 6,269,162.87 Fee Simple 10,100,000 10/06/99 62.07% 56.16%
27 14,911,765.33 Fee Simple 8,400,000 11/02/98 74.07% 61.96%
28 14,239,605.25 Fee Simple 9,000,000 09/09/99 67.55% 60.70%
29 5,922,694.68 Both Fee Simple and Leasehold 12,900,000 02/01/99 45.91% 38.24%
30 5,888,509.06 Fee Simple 8,750,000 11/06/99 67.30% 61.71%
31 34,275,293.45 Fee Simple 8,260,000 03/22/99 68.49% 61.29%
32 14,911,765.33 Fee Simple 7,600,000 11/02/98 71.47% 59.79%
33 5,420,526.03 Fee Simple 8,360,000 03/24/99 64.84% 54.49%
34 11,857,861.47 Fee Simple 7,700,000 10/30/99 69.94% 63.30%
35 5,286,459.35 Fee Simple 7,258,500 10/01/99 72.83% 66.16%
36 5,285,529.04 Leasehold 10,200,000 07/01/98 51.82% 19.30%
37 5,259,510.24 Fee Simple 7,950,000 01/01/00 66.16% 58.49%
38 5,168,611.92 Fee Simple 8,700,000 09/09/99 59.41% 52.63%
39 5,151,514.54 Fee Simple 7,500,000 06/17/99 68.69% 57.50%
40 4,976,477.85 Fee Simple 6,850,000 03/17/99 72.65% 65.98%
41 4,836,599.49 Fee Simple 7,550,000 10/08/99 64.06% 57.80%
42 15,725,695.69 Leasehold 9,100,000 06/30/99 52.40% 46.93%
43 4,685,601.62 Fee Simple 6,300,000 06/03/99 74.37% 67.36%
44 4,575,158.99 Fee Simple 6,300,000 07/15/99 72.62% 35.77%
45 4,462,078.10 Fee Simple 6,400,000 03/01/99 69.72% 59.80%
46 4,460,072.55 Fee Simple 9,450,000 09/20/98 47.20% 37.97%
47 4,424,160.29 Fee Simple 5,700,000 11/30/98 77.62% 63.84%
48 13,565,057.63 Fee Simple 5,500,000 10/01/99 74.78% 67.99%
49 4,090,384.44 Fee Simple 5,900,000 04/28/99 69.33% 62.64%
50 4,089,469.58 Fee Simple 5,800,000 10/01/99 70.51% 64.02%
51 4,013,407.35 Fee Simple 5,500,000 03/08/99 72.97% 61.34%
52 3,968,362.42 Fee Simple 5,250,000 02/03/99 75.59% 67.81%
53 3,911,014.79 Fee Simple 5,500,000 08/11/99 71.11% 64.65%
</TABLE>
<PAGE> 150
MORTGAGE LOAN BALANCE AND
MORTGAGED REAL PROPERTY
APPRAISED VALUE INFORMATION
<TABLE>
<CAPTION>
MORTGAGE % OF TOTAL
CONTROL LOAN CUT-OFF DATE CUT-OFF DATE ALLOCATED CUT-OFF
NUMBER SELLER LOAN / PROPERTY NAME BALANCE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
54 SBRC Jester Village Retail Center 3,863,651.49 0.53% 3,863,651.49
55 GCFP Suncreek Corporate Center 3,837,367.70 0.53% 3,837,367.70
56 GCFP Airport Business Plaza 3,705,428.48 0.51% 3,705,428.48
57 SBRC Otay Distribution Center 3,690,076.62 0.51% 3,690,076.62
58 GCFP Groesbeck Industrial Park 3,687,015.36 0.51% 3,687,015.36
59 GCFP A Safe Self Storage 3,538,409.59 0.49% 3,538,409.59
60 GCFP Audobon One 3,501,443.38 0.48% 3,501,443.38
61 GCFP Quail Valley Apartments 3,488,139.63 0.48% 3,488,139.63
62 SBRC Valley Sunset Center 3,394,280.78 0.47% 3,394,280.78
63 GCFP Tangerine Hill Apartments 3,345,711.83 0.46% 3,345,711.83
64 GCFP Modesto Imaging Center 3,339,332.56 0.46% 3,339,332.56
65 GCFP Beechnut Grove Apartments 2,208,119.47 0.30% 2,208,119.47
66 GCFP Woodvine Apartments 1,081,629.66 0.15% 1,081,629.66
67 GCFP Holiday Inn Kennedy Space Center 3,258,862.60 0.45% 3,258,862.60
68 GCFP Chateau Resort & Conf. 3,227,894.73 0.44% 3,227,894.73
69 GCFP West Pointe Apartments 3,215,949.33 0.44% 3,215,949.33
70 GCFP Auburn Hills Industrial Center 3,213,470.27 0.44% 3,213,470.27
71 SBRC Ponderosa Village Shopping Center 3,180,107.73 0.44% 3,180,107.73
72 SBRC Heinz Apartments 3,179,259.26 0.44% 3,179,259.26
73 GCFP Barcelona Apartments 3,151,810.47 0.43% 3,151,810.47
74 SBRC Highbury Court Apartments 3,106,150.84 0.43% 3,106,150.84
75 GCFP BankBoston Building 3,038,355.72 0.42% 3,038,355.72
76 SBRC Northwest Plaza Shopping Center 2,987,349.31 0.41% 2,987,349.31
77 GCFP 43 West 47th Street 2,978,382.70 0.41% 2,978,382.70
78 SBRC 58-38 Page Place 2,975,696.38 0.41% 2,975,696.38
79 GCFP 3832-3844 Sepulveda Boulevard 2,946,157.15 0.40% 2,946,157.15
80 SBRC Sweetwater Plaza East 2,908,631.50 0.40% 2,908,631.50
81 SBRC Duane Reade Maspeth 2,878,420.21 0.39% 2,878,420.21
82 GCFP Fairfield Inn Houma 2,878,288.00 0.39% 2,878,288.00
83 SBRC Brentwood Apartments 1,694,918.56 0.23% 1,694,918.56
84 SBRC Whitehall Apartments 1,129,945.62 0.15% 1,129,945.62
85 SBRC Wind River Park Plaza 1,418,562.85 0.19% 1,418,562.85
86 SBRC Newport Victoria Plaza 1,373,766.17 0.19% 1,373,766.17
87 SBRC Haverty Furniture Store 2,735,316.46 0.37% 2,735,316.46
88 GCFP Westgate Office Center 2,725,901.42 0.37% 2,725,901.42
89 GCFP Commonwealth Park 2,710,733.50 0.37% 2,710,733.50
- ---------------------------------------------------------------------------------------------------------------------------------
90 SBRC New Jersey Portfolio 2,683,469.68 0.37%
90A SBRC 5004 Palisades 1,230,585.21
90B SBRC 727 & 727A 25th Street 793,925.94
90C SBRC Franklin's Tower Two 341,388.15
90D SBRC Franklin's Tower One 317,570.38
- ---------------------------------------------------------------------------------------------------------------------------------
91 GCFP Centerpointe 24-Hour Fitness 2,639,607.64 0.36% 2,639,607.64
92 GCFP Keats Plaza 2,617,345.03 0.36% 2,617,345.03
93 SBRC South Pointe Townhomes 2,554,420.24 0.35% 2,554,420.24
94 GCFP Glenmoor Green I Apartments 2,541,542.28 0.35% 2,541,542.28
95 SBRC Alameda Shopping Center 2,510,907.57 0.34% 2,510,907.57
96 SBRC 41 North Division Street 2,488,377.63 0.34% 2,488,377.63
97 GCFP Glenmoor Green II Apartments 2,466,813.16 0.34% 2,466,813.16
98 GCFP Flagship Wharf Commercial Condominium 2,370,296.60 0.32% 2,370,296.60
99 GCFP South Park Center 2,364,397.65 0.32% 2,364,397.65
100 GCFP 1952 West El Camino 2,357,761.67 0.32% 2,357,761.67
101 SBRC Office Max Traverse 2,348,838.78 0.32% 2,348,838.78
102 GCFP Rockland Multi-family Residences 2,312,850.05 0.32% 2,312,850.05
103 GCFP Realty Expert Building 2,291,068.77 0.31% 2,291,068.77
104 GCFP 75 Bermar Park, Nickel Office Building &
Tonida Office Building 2,283,786.06 0.31% 2,283,786.06
105 SBRC Office Max Mankato 2,270,572.67 0.31% 2,270,572.67
106 SBRC Office Max Martinsburg 2,269,770.36 0.31% 2,269,770.36
107 GCFP Kmart South Bend 2,240,142.88 0.31% 2,240,142.88
</TABLE>
<TABLE>
<CAPTION>
CROSS CROSS COLLATER-
ALLOCATED % ALLOCATED COLLATER- ALIZED MORTGAGE
OF TOTAL CUT- CUT-OFF DATE ALIZED LOAN GROUP RELATED
CONTROL FF OFF DATE BALANCE PER LOAN BALANCE AT MORTGAGED TOTAL CUT-OFF MORTGAGE
NUMBER BALANCE UNIT MATURITY/ARD LOAN GROUP DATE BALANCE LOAN GROUP
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
54 0.53% 104.68 3,511,632.11 No 3,863,651.49 No
55 0.53% 61.34 3,456,202.09 No 3,837,367.70 No
56 0.51% 61.77 3,056,714.75 No 3,705,428.48 No
57 0.51% 35.87 3,338,273.46 No 3,690,076.62 No
58 0.51% 25.14 3,115,005.48 No 3,687,015.36 Yes (t)
59 0.49% 73.38 2,986,163.28 No 3,538,409.59 No
60 0.48% 115.87 3,134,968.47 No 3,501,443.38 No
61 0.48% 14,534 3,133,090.75 No 3,488,139.63 No
62 0.47% 62.76 2,835,342.52 No 3,394,280.78 No
63 0.46% 26,553 2,976,982.17 No 3,345,711.83 No
64 0.46% 187.06 3,015,088.09 No 3,339,332.56 No
65 0.30% 19,036 2,082,971.75 Yes (g) 3,289,749.13 Yes (c)
66 0.15% 10,501 1,020,327.66 Yes (g) 3,289,749.13 Yes (c)
67 0.45% 27,617 2,726,355.40 No 3,258,862.60 Yes (v)
68 0.44% 21,236 2,776,986.50 No 3,227,894.73 No
69 0.44% 30,923 2,892,815.03 No 3,215,949.33 No
70 0.44% 39.57 2,936,560.64 No 3,213,470.27 Yes (t)
71 0.44% 98.86 2,864,618.37 No 3,180,107.73 No
72 0.44% 49,676 2,882,784.24 No 3,179,259.26 No
73 0.43% 24,817 2,813,417.00 No 3,151,810.47 Yes (b)
74 0.43% 24,267 2,804,802.53 No 3,106,150.84 No
75 0.42% 62.78 2,746,556.82 No 3,038,355.72 Yes (z)
76 0.41% 58.69 2,703,328.35 No 2,987,349.31 No
77 0.41% 277.06 2,497,541.80 No 2,978,382.70 No
78 0.41% 32.63 2,536,423.30 No 2,975,696.38 No
79 0.40% 123.12 2,579,796.50 No 2,946,157.15 No
80 0.40% 57.19 2,422,678.32 No 2,908,631.50 No
81 0.39% 115.14 2,578,761.11 No 2,878,420.21 No
82 0.39% 36,434 283,376.42 No 2,878,288.00 Yes (u)
83 0.23% 30,266 1,499,944.48 Yes (a) 2,824,864.18 Yes (x)
84 0.15% 26,903 999,961.77 Yes (a) 2,824,864.18 Yes (x)
85 0.19% 46.25 1,292,374.07 Yes (d) 2,792,329.02 Yes (e)
86 0.19% 37.22 1,251,563.14 Yes (d) 2,792,329.02 Yes (e)
87 0.37% 57.59 2,457,690.62 No 2,735,316.46 No
88 0.37% 74.86 2,457,147.07 No 2,725,901.42 No
89 0.37% 49.29 2,448,143.09 No 2,710,733.50 No
- -----------------------------------------------------------------------------------------------------------------------------------
90 2,390,067.33 No 2,683,469.68 No
90A 0.17% 21,589
90B 0.11% 21,457
90C 0.05% 17,968
90D 0.04% 17,643
- -----------------------------------------------------------------------------------------------------------------------------------
91 0.36% 76.69 2,402,153.63 No 2,639,607.64 No
92 0.36% 47.81 2,379,651.51 No 2,617,345.03 Yes (d)
93 0.35% 20,600 2,269,544.92 No 2,554,420.24 No
94 0.35% 23,533 2,287,014.96 No 2,541,542.28 Yes (b)
95 0.34% 154.63 2,265,580.26 No 2,510,907.57 No
96 0.34% 74.36 2,233,572.89 No 2,488,377.63 No
97 0.34% 22,025 2,220,274.86 No 2,466,813.16 Yes (b)
98 0.32% 80.23 1,962,265.02 No 2,370,296.60 No
99 0.32% 51.39 2,140,694.61 No 2,364,397.65 No
100 0.32% 125.71 2,140,642.23 No 2,357,761.67 Yes (q)
101 0.32% 99.95 84,462.33 No 2,348,838.78 Yes (s)
102 0.32% 50,279 2,082,029.85 No 2,312,850.05 No
103 0.31% 95.98 2,068,050.90 No 2,291,068.77 No
104
0.31% 47.58 1,920,683.33 No 2,283,786.06 No
105 0.31% 96.62 90,810.85 No 2,270,572.67 Yes (s)
106 0.31% 96.59 77,086.88 No 2,269,770.36 Yes (s)
107 0.31% 23.80 2,020,891.55 No 2,240,142.88 No
</TABLE>
<TABLE>
<CAPTION>
RELATED MATURITY
MORTGAGE LOAN CUT-OFF DATE/
CONTROL GROUP TOTAL CUT- OWNERSHIP APPRAISED APPRAISAL DATE LTV ARD LTV
NUMBER OFF DATE BALANCE INTEREST VALUE DATE RATIO RATIO
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
54 3,863,651.49 Fee Simple 5,300,000 07/10/99 72.90% 66.26%
55 3,837,367.70 Fee Simple 5,100,000 07/29/99 75.24% 67.77%
56 3,705,428.48 Fee Simple 5,900,000 09/20/99 62.80% 51.81%
57 3,690,076.62 Fee Simple 5,340,000 11/07/99 69.10% 62.51%
58 6,900,485.63 Fee Simple 5,400,000 10/20/99 68.28% 57.69%
59 3,538,409.59 Fee Simple 5,400,000 06/03/99 65.53% 55.30%
60 3,501,443.38 Fee Simple 4,850,000 05/05/99 72.19% 64.64%
61 3,488,139.63 Fee Simple 4,700,000 10/05/99 74.22% 66.66%
62 3,394,280.78 Fee Simple 6,090,000 01/21/98 55.74% 46.56%
63 3,345,711.83 Fee Simple 4,500,000 09/03/99 74.35% 66.16%
64 3,339,332.56 Fee Simple 4,585,000 06/17/99 72.83% 65.76%
65 3,289,749.13 Fee Simple 3,100,000 10/28/99 66.46% 62.69%
66 3,289,749.13 Fee Simple 1,850,000 10/28/99 66.46% 62.69%
67 14,911,765.33 Fee Simple 5,200,000 11/04/98 62.67% 52.43%
68 3,227,894.73 Fee Simple 7,800,000 06/01/99 41.38% 35.60%
69 3,215,949.33 Fee Simple 4,400,000 09/02/99 73.09% 65.75%
70 6,900,485.63 Fee Simple 4,600,000 10/18/99 69.86% 63.84%
71 3,180,107.73 Fee Simple 4,500,000 04/09/99 70.67% 63.66%
72 3,179,259.26 Fee Simple 4,400,000 04/27/99 72.26% 65.52%
73 14,239,605.25 Fee Simple 4,450,000 05/20/99 70.83% 63.22%
74 3,106,150.84 Fee Simple 4,100,000 05/07/99 75.76% 68.41%
75 4,881,292.81 Fee Simple 4,300,000 06/24/99 70.66% 63.87%
76 2,987,349.31 Fee Simple 3,750,000 06/23/99 79.66% 72.09%
77 2,978,382.70 Fee Simple 4,100,000 07/01/99 72.64% 60.92%
78 2,975,696.38 Fee Simple 4,100,000 02/02/99 72.58% 61.86%
79 2,946,157.15 Fee Simple 4,190,000 09/09/99 70.31% 61.57%
80 2,908,631.50 Fee Simple 4,500,000 12/22/97 64.64% 53.84%
81 2,878,420.21 Fee Simple 3,900,000 03/24/99 73.81% 66.12%
82 8,926,649.29 Fee Simple 4,750,000 12/29/98 60.60% 5.97%
83 2,824,864.18 Fee Simple 2,000,000 01/27/99 84.75% 75.00%
84 2,824,864.18 Fee Simple 1,550,000 01/27/99 72.90% 64.51%
85 4,335,231.29 Fee Simple 2,100,000 04/30/99 70.69% 64.40%
86 4,335,231.29 Fee Simple 1,850,000 05/03/99 70.69% 64.40%
87 2,735,316.46 Fee Simple 4,200,000 07/13/99 65.13% 58.52%
88 2,725,901.42 Fee Simple 3,540,000 04/07/99 77.00% 69.41%
89 2,710,733.50 Fee Simple 3,630,000 06/01/99 74.68% 67.44%
- ---------------------------------------------------------------------------------------------------------------------------
90 2,683,469.68 3,380,000 79.39% 70.71%
90A Fee Simple 1,550,000 02/03/99
90B Fee Simple 1,000,000 02/03/99
90C Fee Simple 430,000 02/03/99
90D Fee Simple 400,000 02/03/99
- ---------------------------------------------------------------------------------------------------------------------------
91 2,639,607.64 Fee Simple 4,950,000 08/16/99 53.33% 48.53%
92 13,565,057.63 Fee Simple 3,500,000 10/01/99 74.78% 67.99%
93 2,554,420.24 Fee Simple 3,325,000 06/09/98 76.82% 68.26%
94 14,239,605.25 Fee Simple 3,450,000 09/08/99 73.67% 66.29%
95 2,510,907.57 Fee Simple 3,450,000 07/05/99 72.78% 65.67%
96 2,488,377.63 Fee Simple 3,350,000 08/18/99 74.28% 66.67%
97 14,239,605.25 Fee Simple 3,450,000 09/08/99 71.50% 64.36%
98 2,370,296.60 Fee Simple 3,300,000 03/12/99 71.83% 59.46%
99 2,364,397.65 Fee Simple 3,500,000 06/11/99 67.55% 61.16%
100 10,174,430.50 Fee Simple 3,400,000 03/02/99 69.35% 62.96%
101 6,889,181.81 Fee Simple 3,345,000 08/23/97 70.22% 2.53%
102 2,312,850.05 Fee Simple 3,130,000 06/14/99 73.89% 66.52%
103 2,291,068.77 Fee Simple 3,325,000 08/11/99 68.90% 62.20%
104
2,283,786.06 Fee Simple 3,400,000 05/14/99 67.17% 56.49%
105 6,889,181.81 Fee Simple 3,070,000 12/12/97 73.96% 2.96%
106 6,889,181.81 Fee Simple 3,215,000 09/24/98 70.60% 2.40%
107 2,240,142.88 Fee Simple 3,000,000 06/16/99 74.67% 67.36%
</TABLE>
<PAGE> 151
MORTGAGE LOAN BALANCE AND
MORTGAGED REAL PROPERTY
APPRAISED VALUE INFORMATION
<TABLE>
<CAPTION>
MORTGAGE % OF TOTAL
CONTROL LOAN CUT-OFF DATE CUT-OFF DATE ALLOCATED CUT-OFF
NUMBER SELLER LOAN / PROPERTY NAME BALANCE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
108 GCFP Wolfie's Plaza 2,228,325.68 0.31% 2,228,325.68
109 GCFP 200-220 West 1st Street 2,216,999.71 0.30% 2,216,999.71
110 GCFP The Loring Building 2,180,904.70 0.30% 2,180,904.70
111 GCFP Park Paloma Apartments 2,139,610.92 0.29% 2,139,610.92
112 GCFP Mitchell Building 2,123,146.03 0.29% 2,123,146.03
113 GCFP Kennedy I Office Building 2,105,829.14 0.29% 2,105,829.14
114 SBRC Holiday Inn Express 2,105,292.43 0.29% 2,105,292.43
115 GCFP 16300 Addison Road Office Building 2,082,048.10 0.29% 2,082,048.10
116 GCFP Fairfield Inn Jackson 2,067,224.04 0.28% 2,067,224.04
117 SBRC Amberwood Mobile Home Park 2,059,553.23 0.28% 2,059,553.23
118 SBRC Carson Commerce Center 2,047,625.49 0.28% 2,047,625.49
119 GCFP Nome Plaza Shopping Center 2,026,300.14 0.28% 2,026,300.14
120 GCFP River Park Shopping Center 2,025,941.76 0.28% 2,025,941.76
121 SBRC Fountain Plaza 2,004,409.18 0.27% 2,004,409.18
122 GCFP Fairfield Inn Hattiesburg 1,997,986.88 0.27% 1,997,986.88
123 GCFP Fairfield Inn Lake Charles-Sulphur 1,983,150.37 0.27% 1,983,150.37
124 SBRC Hampton Inn Blythe 1,894,734.91 0.26% 1,894,734.91
125 SBRC The Grove Shopping Center 1,869,414.72 0.26% 1,869,414.72
126 GCFP 475-499 Hillside Avenue 1,868,202.60 0.26% 1,868,202.60
127 SBRC Copeland Shopping Center 1,866,547.09 0.26% 1,866,547.09
128 GCFP The Fleet Building 1,842,937.09 0.25% 1,842,937.09
129 GCFP Commack Tower Plaza 1,839,805.53 0.25% 1,839,805.53
130 GCFP Shoppes of Northshore 1,829,638.83 0.25% 1,829,638.83
131 SBRC Las Posadas Shopping Center 1,814,130.98 0.25% 1,814,130.98
132 SBRC The Ville Apartments 1,813,445.59 0.25% 1,813,445.59
133 GCFP Amelia Court Apartments 1,810,481.02 0.25% 1,810,481.02
134 SBRC Long Street Townhouses 1,790,809.92 0.25% 1,790,809.92
135 GCFP Silverbrook Apartments 1,766,204.21 0.24% 1,766,204.21
136 SBRC Garden Apartments 1,743,925.69 0.24% 1,743,925.69
137 GCFP Westchester and New Haven Apartments 1,722,373.19 0.24% 1,722,373.19
138 SBRC Madison Midtown Shopping Center 1,158,627.96 0.16% 1,158,627.96
139 SBRC Cleveland Corners Shopping Center 482,347.26 0.07% 482,347.26
140 SBRC Park Place Apartments 1,634,079.51 0.22% 1,634,079.51
141 GCFP Horizons Apartments 1,619,197.81 0.22% 1,619,197.81
142 GCFP Regency Square Apartments 1,578,624.24 0.22% 1,578,624.24
143 SBRC Federal Express 1,573,379.15 0.22% 1,573,379.15
144 SBRC Levittown Professional Building 1,550,442.42 0.21% 1,550,442.42
145 SBRC 3311 Richmond Office Building 1,542,902.27 0.21% 1,542,902.27
146 SBRC Carmel Towers 1,536,329.70 0.21% 1,536,329.70
147 GCFP Westwood Apartments 1,493,285.55 0.20% 1,493,285.55
148 SBRC Crestridge Apartments 1,470,068.80 0.20% 1,470,068.80
149 GCFP Pine Tree Square 1,455,343.12 0.20% 1,455,343.12
150 GCFP Thistlewood Apartments 1,453,361.98 0.20% 1,453,361.98
151 GCFP Lesbo/Bullion Mobile Home Park 1,443,674.70 0.20% 1,443,674.70
152 SBRC The Town Center 1,441,959.68 0.20% 1,441,959.68
153 SBRC Bayridge Apartments 1,440,455.81 0.20% 1,440,455.81
154 SBRC Ramada Inn - Elizabethtown 1,439,330.14 0.20% 1,439,330.14
155 SBRC Oasis Surgery Center 1,391,384.67 0.19% 1,391,384.67
156 SBRC 715 South Oxford Court Apartments 1,375,649.74 0.19% 1,375,649.74
157 SBRC Barefoot Bay Medical Office Center 1,352,817.51 0.19% 1,352,817.51
158 GCFP 14 Mamaroneck Avenue 1,348,077.93 0.18% 1,348,077.93
159 SBRC Presidio Plaza 1,343,943.22 0.18% 1,343,943.22
160 SBRC 904-912 21st Avenue 1,342,654.78 0.18% 1,342,654.78
161 GCFP Ambassador Apartments 1,339,668.48 0.18% 1,339,668.48
162 SBRC Frisco South Shopping Center 1,334,047.56 0.18% 1,334,047.56
163 GCFP Oquendo Office Warehouse 1,326,813.98 0.18% 1,326,813.98
164 GCFP Palm Harbor Mobile Home Park 1,313,821.90 0.18% 1,313,821.90
165 SBRC Milan Apartments 1,294,196.36 0.18% 1,294,196.36
166 SBRC Palm Pacific Plaza Shopping Center 1,293,656.12 0.18% 1,293,656.12
167 SBRC North Dixie Commerce Center 1,289,805.51 0.18% 1,289,805.51
</TABLE>
<TABLE>
<CAPTION>
CROSS CROSS COLLATER-
ALLOCATED % ALLOCATED COLLATER- ALIZED MORTGAGE
OF TOTAL CUT- CUT-OFF DATE ALIZED LOAN GROUP RELATED
CONTROL F OFF DATE BALANCE PER LOAN BALANCE AT MORTGAGED TOTAL CUT-OFF MORTGAGE
NUMBER BALANCE UNIT MATURITY/ARD LOAN GROUP DATE BALANCE LOAN GROUP
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
108 0.31% 74.51 1,880,514.01 No 2,228,325.68 No
109 0.30% 99.71 2,030,366.47 No 2,216,999.71 No
110 0.30% 87.70 1,817,753.58 No 2,180,904.70 No
111 0.29% 35,660 1,914,045.64 No 2,139,610.92 No
112 0.29% 60.96 1,775,751.36 No 2,123,146.03 No
113 0.29% 43.08 1,928,596.20 No 2,105,829.14 No
114 0.29% 30,076 1,544,018.74 No 2,105,292.43 No
115 0.29% 87.86 1,739,094.57 No 2,082,048.10 No
116 0.28% 26,167 203,525.93 No 2,067,224.04 Yes (u)
117 0.28% 18,389 1,733,571.59 No 2,059,553.23 No
118 0.28% 46.63 1,784,416.54 No 2,047,625.49 No
119 0.28% 111.53 1,712,000.21 No 2,026,300.14 No
120 0.28% 88.13 1,689,870.61 No 2,025,941.76 No
121 0.27% 93.09 1,665,350.56 No 2,004,409.18 No
122 0.27% 25,291 196,709.69 No 1,997,986.88 Yes (u)
123 0.27% 25,103 195,251.41 No 1,983,150.37 Yes (u)
124 0.26% 32,114 2.13 No 1,894,734.91 No
125 0.26% 38.19 1,696,873.73 No 1,869,414.72 No
126 0.26% 8.94 1,315,831.16 No 1,868,202.60 No
127 0.26% 88.89 1,566,664.94 No 1,866,547.09 No
128 0.25% 38.44 1,665,944.70 No 1,842,937.09 Yes (z)
129 0.25% 129.56 1,550,794.22 No 1,839,805.53 No
130 0.25% 83.04 1,548,840.84 No 1,829,638.83 No
131 0.25% 69.58 1,607,880.33 No 1,814,130.98 No
132 0.25% 16,486 1,478,287.67 No 1,813,445.59 No
133 0.25% 19,058 1,500,167.14 No 1,810,481.02 No
134 0.25% 43,678 1,615,324.80 No 1,790,809.92 No
135 0.24% 56,974 1,576,568.51 No 1,766,204.21 No
136 0.24% 24,562 1,541,916.11 No 1,743,925.69 No
137 0.24% 21,530 1,444,065.73 No 1,722,373.19 No
138 0.16% 104.38 1,047,151.33 Yes (b) 1,640,975.22 Yes (f)
139 0.07% 95.70 435,938.42 Yes (b) 1,640,975.22 Yes (f)
140 0.22% 34,043 1,447,312.33 No 1,634,079.51 No
141 0.22% 31,749 1,451,691.41 No 1,619,197.81 No
142 0.22% 13,155 1,322,489.68 No 1,578,624.24 No
143 0.22% 30.32 1,361,472.60 No 1,573,379.15 No
144 0.21% 77.52 1,391,931.47 No 1,550,442.42 No
145 0.21% 36.20 1,404,161.99 No 1,542,902.27 Yes (e)
146 0.21% 30,124 1,359,598.94 No 1,536,329.70 No
147 0.20% 34,728 1,344,722.78 No 1,493,285.55 No
148 0.20% 14,412 1,352,903.74 No 1,470,068.80 Yes (h)
149 0.20% 58.51 1,244,307.59 No 1,455,343.12 No
150 0.20% 12,749 1,213,313.20 No 1,453,361.98 Yes (g)
151 0.20% 17,187 1,212,157.17 No 1,443,674.70 No
152 0.20% 49.04 1,285,560.40 No 1,441,959.68 No
153 0.20% 11,524 1,227,315.57 No 1,440,455.81 No
154 0.20% 21,167 1,088,083.38 No 1,439,330.14 No
155 0.19% 92.60 1,248,705.14 No 1,391,384.67 No
156 0.19% 47,436 1,244,500.89 No 1,375,649.74 No
157 0.19% 93.95 1,206,523.10 No 1,352,817.51 No
158 0.18% 64.09 1,216,387.78 No 1,348,077.93 No
159 0.18% 107.59 1,225,040.46 No 1,343,943.22 No
160 0.18% 28,567 1,100,906.13 No 1,342,654.78 No
161 0.18% 31,155 1,104,350.23 No 1,339,668.48 Yes (l)
162 0.18% 71.78 1,249,942.59 No 1,334,047.56 No
163 0.18% 67.60 1,211,461.08 No 1,326,813.98 No
164 0.18% 14,930 1,091,944.68 No 1,313,821.90 No
165 0.18% 31,566 1,165,701.46 No 1,294,196.36 No
166 0.18% 115.04 1,171,323.40 No 1,293,656.12 No
167 0.18% 38.67 1,171,761.64 No 1,289,805.51 No
</TABLE>
<TABLE>
<CAPTION>
RELATED MATURITY
MORTGAGE LOAN CUT-OFF DATE/
CONTROL GROUP TOTAL CUT- OWNERSHIP APPRAISED APPRAISAL DATE LTV ARD LTV
NUMBER OFF DATE BALANCE INTEREST VALUE DATE RATIO RATIO
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
108 2,228,325.68 Fee Simple 3,000,000 03/29/99 74.28% 62.68%
109 2,216,999.71 Fee Simple 3,000,000 08/05/99 73.90% 67.68%
110 2,180,904.70 Both Fee Simple and Leasehold 3,030,000 06/16/99 71.98% 59.99%
111 2,139,610.92 Fee Simple 3,000,000 07/09/99 71.32% 63.80%
112 2,123,146.03 Fee Simple 3,115,000 07/15/98 68.16% 57.01%
113 2,105,829.14 Fee Simple 2,900,000 09/22/99 72.61% 66.50%
114 2,105,292.43 Fee Simple 3,500,000 02/16/99 60.15% 44.11%
115 2,082,048.10 Fee Simple 3,000,000 04/22/99 69.40% 57.97%
116 8,926,649.29 Fee Simple 4,500,000 12/28/98 45.94% 4.52%
117 2,059,553.23 Fee Simple 2,850,000 05/06/99 72.27% 60.83%
118 2,047,625.49 Fee Simple 3,150,000 03/18/99 65.00% 56.65%
119 2,026,300.14 Fee Simple 3,700,000 12/23/98 54.76% 46.27%
120 2,025,941.76 Fee Simple 2,850,000 02/18/99 71.09% 59.29%
121 2,004,409.18 Fee Simple 3,000,000 08/06/98 66.81% 55.51%
122 8,926,649.29 Fee Simple 3,600,000 12/09/98 55.50% 5.46%
123 8,926,649.29 Fee Simple 3,775,000 12/16/98 52.53% 5.17%
124 1,894,734.91 Fee Simple 3,000,000 05/13/97 63.16% 0.00%
125 1,869,414.72 Fee Simple 3,200,000 08/20/99 58.42% 53.03%
126 1,868,202.60 Fee Simple 3,100,000 11/21/97 60.26% 42.45%
127 1,866,547.09 Fee Simple 2,675,000 08/10/99 69.78% 58.57%
128 4,881,292.81 Fee Simple 3,100,000 06/14/99 59.45% 53.74%
129 1,839,805.53 Fee Simple 3,100,000 02/19/99 59.35% 50.03%
130 1,829,638.83 Fee Simple 2,480,000 05/17/99 73.78% 62.45%
131 1,814,130.98 Fee Simple 2,600,000 09/12/98 69.77% 61.84%
132 1,813,445.59 Fee Simple 2,650,000 03/09/99 68.43% 55.78%
133 1,810,481.02 Fee Simple 2,450,000 02/11/99 73.90% 61.23%
134 1,790,809.92 Fee Simple 2,300,000 05/26/99 77.86% 70.23%
135 1,766,204.21 Fee Simple 2,260,000 04/16/99 78.15% 69.76%
136 1,743,925.69 Fee Simple 2,350,000 09/29/98 74.21% 65.61%
137 1,722,373.19 Fee Simple 2,175,000 02/25/99 79.19% 66.39%
138 1,640,975.22 Fee Simple 1,550,000 04/01/99 75.45% 68.19%
139 1,640,975.22 Leasehold 625,000 03/12/99 75.45% 68.19%
140 1,634,079.51 Fee Simple 2,100,000 01/22/99 77.81% 68.92%
141 1,619,197.81 Fee Simple 2,050,000 05/14/99 78.99% 70.81%
142 1,578,624.24 Fee Simple 2,700,000 09/03/99 58.47% 48.98%
143 1,573,379.15 Fee Simple 2,900,000 08/24/98 54.25% 46.95%
144 1,550,442.42 Fee Simple 2,300,000 02/20/99 67.41% 60.52%
145 4,335,231.29 Fee Simple 2,450,000 06/02/99 62.98% 57.31%
146 1,536,329.70 Fee Simple 1,950,000 02/12/99 78.79% 69.72%
147 1,493,285.55 Fee Simple 2,000,000 07/08/99 74.66% 67.24%
148 3,534,720.72 Fee Simple 2,008,000 05/14/99 73.21% 67.38%
149 1,455,343.12 Fee Simple 2,000,000 08/25/99 72.77% 62.22%
150 5,718,663.40 Fee Simple 2,400,000 10/27/98 60.56% 50.55%
151 1,443,674.70 Fee Simple 1,950,000 03/05/99 74.03% 62.16%
152 1,441,959.68 Fee Simple 1,940,000 12/16/98 74.33% 66.27%
153 1,440,455.81 Fee Simple 2,100,000 07/19/97 68.59% 58.44%
154 1,439,330.14 Fee Simple 3,000,000 07/01/99 47.98% 36.27%
155 1,391,384.67 Fee Simple 2,530,000 02/03/99 55.00% 49.36%
156 1,375,649.74 Fee Simple 1,915,000 07/02/97 71.84% 64.99%
157 1,352,817.51 Fee Simple 1,820,000 01/11/99 74.33% 66.29%
158 1,348,077.93 Fee Simple 2,000,000 12/22/98 67.40% 60.82%
159 1,343,943.22 Fee Simple 2,030,000 04/09/99 66.20% 60.35%
160 1,342,654.78 Fee Simple 1,700,000 11/03/98 78.98% 64.76%
161 1,750,193.37 Fee Simple 2,050,000 07/13/98 65.35% 53.87%
162 1,334,047.56 Fee Simple 1,875,000 02/16/99 71.15% 66.66%
163 1,326,813.98 Fee Simple 1,900,000 10/24/99 69.83% 63.76%
164 1,313,821.90 Fee Simple 1,850,000 07/22/99 71.02% 59.02%
165 1,294,196.36 Fee Simple 2,110,000 04/19/99 61.34% 55.25%
166 1,293,656.12 Fee Simple 1,840,000 07/09/99 70.31% 63.66%
167 1,289,805.51 Fee Simple 1,800,000 06/21/99 71.66% 65.10%
</TABLE>
<PAGE> 152
MORTGAGE LOAN BALANCE AND
MORTGAGED REAL PROPERTY
APPRAISED VALUE INFORMATION
<TABLE>
<CAPTION>
MORTGAGE % OF TOTAL
CONTROL LOAN CUT-OFF DATE CUT-OFF DATE ALLOCATED CUT-OFF
NUMBER SELLER LOAN / PROPERTY NAME BALANCE BALANCE DATE BALANCE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
168 SBRC Meadowlark Apartments 1,285,194.53 0.18% 1,285,194.53
169 SBRC Old Judge Building 1,285,126.47 0.18% 1,285,126.47
- ----------------------------------------------------------------------------------------------------------------------------------
170 SBRC Sherman/Lennox Portfolio 1,265,523.31 0.17%
170A SBRC 6839-6841 Lennox Avenue 798,253.16
170B SBRC 17732 Sherman Way 467,270.15
- ----------------------------------------------------------------------------------------------------------------------------------
171 SBRC Pacific Winds Apartments 1,253,201.21 0.17% 1,253,201.21
172 SBRC Isle of Capri Apartments 1,240,509.23 0.17% 1,240,509.23
173 SBRC Datura Station 1,215,941.09 0.17% 1,215,941.09
174 SBRC Park View Cooperative 1,213,892.97 0.17% 1,213,892.97
175 SBRC H & Z Office Building 1,192,865.05 0.16% 1,192,865.05
176 SBRC Nassau Bay Villas Apartments 1,191,800.49 0.16% 1,191,800.49
177 SBRC 2180 West First Street 1,191,440.30 0.16% 1,191,440.30
178 GCFP 8020 Northwest 60th Street 1,191,028.86 0.16% 1,191,028.86
179 SBRC Irving Place Apartments 1,185,590.57 0.16% 1,185,590.57
180 GCFP Regency Palms Apartments 1,179,962.75 0.16% 1,179,962.75
181 GCFP Four Flags Motors, Inc. 1,160,198.90 0.16% 1,160,198.90
182 GCFP Alexandria Gardens Apartments 1,135,768.32 0.16% 1,135,768.32
183 GCFP 47-49 Main Street 1,123,198.55 0.15% 1,123,198.55
184 SBRC Madrid Apartments 1,108,725.41 0.15% 1,108,725.41
185 SBRC Comfort Inn - Milledgeville 1,106,990.73 0.15% 1,106,990.73
186 SBRC Wal-Mart Shopping Center 1,095,753.19 0.15% 1,095,753.19
187 SBRC Stratford Apartments 1,084,891.94 0.15% 1,084,891.94
188 SBRC Willow Glen Plaza 1,083,192.32 0.15% 1,083,192.32
189 SBRC Edgewater Bay Apartments 1,082,470.75 0.15% 1,082,470.75
190 SBRC 420 Group 1,068,761.10 0.15% 1,068,761.10
191 GCFP 7-Eleven 1,024,554.52 0.14% 1,024,554.52
192 SBRC Lake Forest North Apartments 999,938.16 0.14% 999,938.16
193 SBRC CompuChem Industrial 995,609.84 0.14% 995,609.84
194 GCFP Palazzolo Plaza 995,333.32 0.14% 995,333.32
195 SBRC A. E. Larson Building 995,186.67 0.14% 995,186.67
196 GCFP Lanewood Apartments 994,285.82 0.14% 994,285.82
197 GCFP Chris-Town Mobile Home Park 992,424.76 0.14% 992,424.76
198 SBRC Corbus-Peppertree Lane Apartments 989,751.96 0.14% 989,751.96
199 SBRC Missouri Meadows Apartments 979,133.44 0.13% 979,133.44
200 SBRC Highlander Square Apartments 960,874.52 0.13% 960,874.52
201 SBRC Hillcrest Crossing 952,900.75 0.13% 952,900.75
202 SBRC Virginia Plaza 939,381.20 0.13% 939,381.20
203 SBRC Pedersen Building 890,126.41 0.12% 890,126.41
204 GCFP Spring Oaks Mobile Home & Recreational
Vehicle Park 889,599.06 0.12% 889,599.06
205 SBRC Shadowood Apartments 879,061.35 0.12% 879,061.35
206 SBRC Arroyo Shopping Center 877,898.53 0.12% 877,898.53
207 GCFP The Nog Retail Center 866,706.97 0.12% 866,706.97
208 GCFP London Square Apartments 854,047.69 0.12% 854,047.69
209 SBRC Petite Chateau Villa Mobile Home Park 836,266.18 0.11% 836,266.18
210 GCFP Walnut Hills Apartments 834,300.81 0.11% 834,300.81
211 SBRC Palmer Highway Shopping Center 805,651.33 0.11% 805,651.33
212 SBRC Somerset Apartments 797,127.72 0.11% 797,127.72
- ----------------------------------------------------------------------------------------------------------------------------------
213 SBRC Shady Acres/Pine Shadows Portfolio 787,123.06 0.11%
213A SBRC Shady Acres Duplexes 629,698.45
213B SBRC Pine Shadows Estates 157,424.61
- ----------------------------------------------------------------------------------------------------------------------------------
214 SBRC Vanowen Street Retail Center 773,970.40 0.11% 773,970.40
215 GCFP Rena's Village Plaza 765,693.60 0.10% 765,693.60
216 SBRC Stanford Place Apartments 756,932.13 0.10% 756,932.13
217 SBRC Panola-Redan Crossing 753,022.67 0.10% 753,022.67
218 SBRC Garnet Avenue Shopping Center 748,251.82 0.10% 748,251.82
219 SBRC The Chalet Apartments 741,137.06 0.10% 741,137.06
220 SBRC Galt Ocean Plaza 739,942.14 0.10% 739,942.14
221 SBRC Zion Street Apartments 725,157.00 0.10% 725,157.00
</TABLE>
<TABLE>
<CAPTION>
CROSS CROSS COLLATER-
ALLOCATED % ALLOCATED COLLATER- ALIZED MORTGAGE
OF TOTAL CUT- CUT-OFF DATE ALIZED LOAN GROUP RELATED
CONTROL OFF DATE BALANCE PER LOAN BALANCE AT MORTGAGE TOTAL CUT-OFF MORTGAGE
NUMBER BALANCE UNIT MATURITY/ARD LOAN GROUP DATE BALANCE LOAN GROUP
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
168 0.18% 21,069 1,128,014.99 No 1,285,194.53 No
169 0.18% 31.23 1,069,528.78 No 1,285,126.47 No
- -----------------------------------------------------------------------------------------------------------------------------------
170 1,076,972.66 No 1,265,523.31 No
170A 0.11% 51.17
170B 0.06% 52.47
- -----------------------------------------------------------------------------------------------------------------------------------
171 0.17% 26,664 1,133,864.53 No 1,253,201.21 No
172 0.17% 25,844 1,104,874.95 No 1,240,509.23 No
173 0.17% 102.54 1,085,449.69 No 1,215,941.09 No
174 0.17% 14,281 893,595.93 No 1,213,892.97 No
175 0.16% 72.22 1,073,377.82 No 1,192,865.05 No
176 0.16% 17,788 989,182.38 No 1,191,800.49 No
177 0.16% 41.34 1,081,473.72 No 1,191,440.30 No
178 0.16% 34.46 861,178.03 No 1,191,028.86 No
179 0.16% 16,467 1,091,097.89 No 1,185,590.57 Yes (h)
180 0.16% 13,258 988,801.20 No 1,179,962.75 No
181 0.16% 47.98 852,602.02 No 1,160,198.90 No
182 0.16% 37,859 1,020,507.82 No 1,135,768.32 No
183 0.15% 313.04 1,026,433.80 No 1,123,198.55 No
184 0.15% 19,451 926,496.48 No 1,108,725.41 No
185 0.15% 24,065 - No 1,106,990.73 No
186 0.15% 77.47 998,352.35 No 1,095,753.19 No
187 0.15% 20,091 951,779.68 No 1,084,891.94 No
188 0.15% 94.63 896,747.35 No 1,083,192.32 No
189 0.15% 33,827 957,081.45 No 1,082,470.75 No
190 0.15% 23,750 761,153.87 No 1,068,761.10 No
191 0.14% 342.32 59,650.10 No 1,024,554.52 No
192 0.14% 21,738 822,889.97 No 999,938.16 No
193 0.14% 32.46 0.41 No 995,609.84 No
194 0.14% 82.94 904,477.81 No 995,333.32 No
195 0.14% 19.38 844,812.58 No 995,186.67 No
196 0.14% 27,619 697,514.07 No 994,285.82 No
197 0.14% 17,111 842,520.86 No 992,424.76 No
198 0.14% 16,496 899,717.09 No 989,751.96 No
199 0.13% 15,792 892,275.98 No 979,133.44 No
200 0.13% 11,304 868,561.93 No 960,874.52 Yes (r)
201 0.13% 96.74 850,637.77 No 952,900.75 No
202 0.13% 87.55 845,284.55 No 939,381.20 No
203 0.12% 122.29 809,619.49 No 890,126.41 No
204
0.12% 7,292 743,606.08 No 889,599.06 No
205 0.12% 14,651 808,999.07 No 879,061.35 Yes (h)
206 0.12% 76.75 796,455.34 No 877,898.53 No
207 0.12% 31.92 36,633.90 No 866,706.97 No
208 0.12% 12,378 712,987.18 No 854,047.69 Yes (g)
209 0.11% 12,120 713,126.86 No 836,266.18 No
210 0.11% 8,601 696,500.41 No 834,300.81 Yes (g)
211 0.11% 60.85 726,317.35 No 805,651.33 No
212 0.11% 19,928 730,098.65 No 797,127.72 No
- -----------------------------------------------------------------------------------------------------------------------------------
213 666,389.72 No 787,123.06 Yes (n)
213A 0.09% 22,489
213B 0.02% 13,119
- -----------------------------------------------------------------------------------------------------------------------------------
214 0.11% 82.34 663,438.35 No 773,970.40 No
215 0.10% 39.82 643,766.13 No 765,693.60 No
216 0.10% 19,919 699,222.92 No 756,932.13 No
217 0.10% 66.10 611,944.36 No 753,022.67 No
218 0.10% 115.28 684,647.63 No 748,251.82 No
219 0.10% 18,528 656,132.92 No 741,137.06 Yes (r)
220 0.10% 29.10 659,707.58 No 739,942.14 No
221 0.10% 13,945 614,663.10 No 725,157.00 No
</TABLE>
<TABLE>
<CAPTION>
RELATED MATURITY
MORTGAGE LOAN CUT-OFF DATE/
CONTROL GROUP TOTAL CUT- OWNERSHIP APPRAISED APPRAISAL DATE LTV ARD LTV
NUMBER OFF DATE BALANCE INTEREST VALUE DATE RATIO RATIO
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
168 1,285,194.53 Fee Simple 2,230,000 10/06/98 57.63% 50.58%
169 1,285,126.47 Fee Simple 1,760,000 10/22/98 73.02% 60.77%
- ---------------------------------------------------------------------------------------------------------------------
170 1,265,523.31 1,950,000 64.90% 55.23%
170A Fee Simple 1,230,000 04/21/99
170B Fee Simple 720,000 04/21/99
- ---------------------------------------------------------------------------------------------------------------------
171 1,253,201.21 Fee Simple 1,575,000 05/24/99 79.57% 71.99%
172 1,240,509.23 Fee Simple 1,600,000 02/10/99 77.53% 69.05%
173 1,215,941.09 Fee Simple 1,650,000 02/24/99 73.69% 65.78%
174 1,213,892.97 Fee Simple 4,400,000 05/11/99 27.59% 20.31%
175 1,192,865.05 Fee Simple 2,300,000 03/19/99 51.86% 46.67%
176 1,191,800.49 Fee Simple 1,780,000 07/29/99 66.96% 55.57%
177 1,191,440.30 Fee Simple 2,000,000 08/04/99 59.57% 54.07%
178 1,191,028.86 Fee Simple 1,750,000 06/26/98 68.06% 49.21%
179 3,534,720.72 Fee Simple 1,844,000 05/14/99 64.29% 59.17%
180 1,179,962.75 Fee Simple 1,700,000 09/08/99 69.41% 58.16%
181 1,160,198.90 Fee Simple 1,850,000 05/29/98 62.71% 46.09%
182 1,135,768.32 Fee Simple 1,509,000 03/18/99 75.27% 67.63%
183 1,123,198.55 Fee Simple 1,625,000 02/01/99 69.12% 63.17%
184 1,108,725.41 Fee Simple 1,500,000 12/19/97 73.92% 61.77%
185 1,106,990.73 Fee Simple 1,725,000 12/08/98 64.17% 0.00%
186 1,095,753.19 Fee Simple 1,650,000 12/15/98 66.41% 60.51%
187 1,084,891.94 Fee Simple 1,390,000 11/04/98 78.05% 68.47%
188 1,083,192.32 Fee Simple 1,620,000 12/15/98 66.86% 55.35%
189 1,082,470.75 Fee Simple 1,380,000 01/19/99 78.44% 69.35%
190 1,068,761.10 Fee Simple 1,500,000 11/04/98 71.25% 50.74%
191 1,024,554.52 Fee Simple 1,555,000 02/25/99 65.89% 3.84%
192 999,938.16 Fee Simple 1,600,000 01/02/99 62.50% 51.43%
193 995,609.84 Fee Simple 1,600,000 04/12/99 62.23% 0.00%
194 995,333.32 Fee Simple 1,600,000 06/11/99 62.21% 56.53%
195 995,186.67 Fee Simple 2,000,000 11/24/99 49.76% 42.24%
196 994,285.82 Fee Simple 1,250,000 08/03/99 79.54% 55.80%
197 992,424.76 Fee Simple 1,350,000 06/01/99 73.51% 62.41%
198 989,751.96 Fee Simple 1,600,000 09/25/98 61.86% 56.23%
199 979,133.44 Fee Simple 1,260,000 08/11/97 77.71% 70.82%
200 1,702,011.58 Fee Simple 1,300,000 06/10/99 73.91% 66.81%
201 952,900.75 Fee Simple 1,400,000 02/19/99 68.06% 60.76%
202 939,381.20 Fee Simple 1,450,000 12/05/98 64.78% 58.30%
203 890,126.41 Fee Simple 1,850,000 08/08/98 48.11% 43.76%
204
889,599.06 Fee Simple 1,350,000 03/08/99 65.90% 55.08%
205 3,534,720.72 Fee Simple 1,170,000 05/14/99 75.13% 69.15%
206 877,898.53 Fee Simple 1,520,000 04/30/99 57.76% 52.40%
207 866,706.97 Fee Simple 1,130,000 06/08/98 76.70% 3.24%
208 5,718,663.40 Fee Simple 1,400,000 10/14/98 61.00% 50.93%
209 836,266.18 Fee Simple 1,400,000 09/16/98 59.73% 50.94%
210 5,718,663.40 Fee Simple 2,100,000 04/12/99 39.73% 33.17%
211 805,651.33 Fee Simple 1,140,000 01/01/99 70.67% 63.71%
212 797,127.72 Fee Simple 1,020,000 07/05/99 78.15% 71.58%
- ---------------------------------------------------------------------------------------------------------------------
213 1,325,810.52 1,150,000 68.45% 57.95%
213A Fee Simple 920,000 08/24/98
213B Fee Simple 230,000 08/24/98
- ---------------------------------------------------------------------------------------------------------------------
214 773,970.40 Fee Simple 1,040,000 03/10/99 74.42% 63.79%
215 765,693.60 Fee Simple 1,200,000 03/03/99 63.81% 53.65%
216 756,932.13 Fee Simple 970,000 05/26/99 78.03% 72.08%
217 753,022.67 Fee Simple 1,030,000 09/10/98 73.11% 59.41%
218 748,251.82 Fee Simple 1,100,000 10/08/99 68.02% 62.24%
219 1,702,011.58 Fee Simple 1,100,000 11/03/98 67.38% 59.65%
220 739,942.14 Fee Simple 1,275,000 05/20/99 58.03% 51.74%
221 725,157.00 Fee Simple 965,000 06/07/99 75.15% 63.70%
</TABLE>
<PAGE> 153
MORTGAGE LOAN BALANCE AND
MORTGAGED REAL PROPERTY
APPRAISED VALUE INFORMATION
<TABLE>
<CAPTION>
MORTGAGE % OF TOTAL
CONTROL LOAN CUT-OFF DATE CUT-OFF DATE ALLOCATED CUT-OFF
NUMBER SELLER LOAN / PROPERTY NAME BALANCE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
222 GCFP Country Square Mobile Home Park 718,584.02 0.10% 718,584.02
223 GCFP 1513-1517 Taylor Avenue 704,282.87 0.10% 704,282.87
224 GCFP Westside Warehouse 644,208.11 0.09% 644,208.11
225 SBRC Heritage House Apartments 638,130.36 0.09% 638,130.36
226 SBRC Troy Building 627,514.38 0.09% 627,514.38
227 SBRC Arlington Manor Mobile Home Park 594,538.78 0.08% 594,538.78
228 GCFP Capitol View Apartments, Charles
Apartments & Randolph Apartments 592,119.45 0.08% 592,119.45
229 SBRC Beresford Retail 586,644.61 0.08% 586,644.61
230 SBRC 120 Standard Street 561,038.23 0.08% 561,038.23
231 GCFP 2077-2089 New York Avenue 546,440.14 0.07% 546,440.14
232 SBRC Blair Place Duplexes 538,687.46 0.07% 538,687.46
233 SBRC 18714 Parthenia Street 538,306.29 0.07% 538,306.29
234 GCFP Thornapple Apartments 537,111.98 0.07% 537,111.98
235 GCFP 2800 Oakmont Drive 536,562.37 0.07% 536,562.37
236 SBRC Fox Tile 516,620.50 0.07% 516,620.50
237 SBRC 471 Prospect Street 515,209.45 0.07% 515,209.45
238 GCFP Barclay Arms Apartments 512,551.71 0.07% 512,551.71
239 SBRC Wishney 491,952.03 0.07% 491,952.03
240 GCFP Elmgrove Apartments 478,859.01 0.07% 478,859.01
241 SBRC Centennial Apartments 472,008.93 0.06% 472,008.93
242 SBRC Vanguard Industrial Building 470,577.63 0.06% 470,577.63
243 GCFP 135-145 Orange Street Apartments 457,704.49 0.06% 457,704.49
244 SBRC Brentwood Village Apartments 450,509.51 0.06% 450,509.51
245 GCFP Seoul Plaza 447,545.53 0.06% 447,545.53
246 SBRC Glendale Apartments 437,587.79 0.06% 437,587.79
247 GCFP Riverview Apartments 410,846.03 0.06% 410,846.03
248 GCFP 820 Linden Boulevard 410,524.89 0.06% 410,524.89
249 GCFP Vail Valley Auto 392,098.34 0.05% 392,098.34
250 GCFP Hawthorne Apartments II 380,125.29 0.05% 380,125.29
251 GCFP 2096 Saint Georges Avenue 369,676.83 0.05% 369,676.83
252 SBRC Notre Dame Apartments 363,632.31 0.05% 363,632.31
253 GCFP Nash Multi-family Apartments 352,441.97 0.05% 352,441.97
254 SBRC Somers Apartments 348,696.54 0.05% 348,696.54
255 GCFP Foxglove Apartments, Phase I 335,695.05 0.05% 335,695.05
256 SBRC Muse Apartments 317,444.64 0.04% 317,444.64
257 GCFP Chalmer Place 312,426.03 0.04% 312,426.03
258 GCFP Ivy Court Apartments 302,125.59 0.04% 302,125.59
259 GCFP Royce Apartments 293,949.40 0.04% 293,949.40
260 SBRC C. Martin Company 292,148.47 0.04% 292,148.47
261 GCFP Aster Court Apartments 286,328.06 0.04% 286,328.06
262 GCFP Zora Lee Apartments 283,284.01 0.04% 283,284.01
263 GCFP Foxglove II Apartments 256,707.94 0.04% 256,707.94
264 GCFP Indiana Street Apartments 246,785.14 0.03% 246,785.14
265 GCFP "A" Street Apartments 241,954.40 0.03% 241,954.40
266 GCFP The Colonial Apartments 235,560.58 0.03% 235,560.58
267 GCFP Taylene Court Apartments 229,780.70 0.03% 229,780.70
268 GCFP Myrtle Street Apartments 223,877.18 0.03% 223,877.18
</TABLE>
<TABLE>
<CAPTION>
CROSS CROSS COLLATER-
ALLOCATED % ALLOCATED COLLATER- ALIZED MORTGAGE
OF TOTAL CUT- CUT-OFF DATE ALIZED LOAN GROUP RELATED
CONTROL OFF DATE BALANCE PER LOAN BALANCE AT MORTGAGED TOTAL CUT-OFF MORTGAGE
NUMBER BALANCE UNIT MATURITY/ARD LOAN GROUP DATE BALANCE LOAN GROUP
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
222 0.10% 6,039 612,797.29 No 718,584.02 No
223 0.10% 11,738 592,098.01 No 704,282.87 No
224 0.09% 13.59 542,526.00 No 644,208.11 No
225 0.09% 22,790 528,240.85 No 638,130.36 No
226 0.09% 10.76 450,424.72 No 627,514.38 No
227 0.08% 6,005 429,653.73 No 594,538.78 No
228
0.08% 16,448 491,822.27 No 592,119.45 No
229 0.08% 73.33 533,950.81 No 586,644.61 No
230 0.08% 46.75 476,455.55 No 561,038.23 No
231 0.07% 54.97 464,609.26 No 546,440.14 No
232 0.07% 26,934 456,061.66 No 538,687.46 Yes (n)
233 0.07% 32.37 450,130.30 No 538,306.29 No
234 0.07% 5,595 448,397.56 No 537,111.98 Yes (g)
235 0.07% 40.04 457,143.12 No 536,562.37 No
236 0.07% 17.35 431,923.83 No 516,620.50 No
237 0.07% 23,419 421,180.11 No 515,209.45 No
238 0.07% 18,305 29,774.03 No 512,551.71 No
239 0.07% 22.75 416,494.75 No 491,952.03 No
240 0.07% 10,188 399,766.08 No 478,859.01 Yes (g)
241 0.06% 29,501 426,782.75 No 472,008.93 No
242 0.06% 33.52 433,340.86 No 470,577.63 No
243 0.06% 13,870 386,773.39 No 457,704.49 Yes (o)
244 0.06% 13,250 381,021.08 No 450,509.51 No
245 0.06% 44.11 382,878.12 No 447,545.53 No
246 0.06% 15,628 374,122.57 No 437,587.79 No
247 0.06% 20,542 345,004.90 No 410,846.03 No
248 0.06% 21,607 298,506.71 No 410,524.89 Yes (l)
249 0.05% 101.50 331,179.01 No 392,098.34 No
250 0.05% 8,088 317,341.41 No 380,125.29 Yes (g)
251 0.05% 100.78 310,804.40 No 369,676.83 No
252 0.05% 24,242 303,488.38 No 363,632.31 No
253 0.05% 50,349 295,542.73 No 352,441.97 No
254 0.05% 34,870 318,542.71 No 348,696.54 No
255 0.05% 9,325 280,249.39 No 335,695.05 Yes (g)
256 0.04% 15,116 265,811.94 No 317,444.64 No
257 0.04% 20,828 19,129.78 No 312,426.03 No
258 0.04% 5,395 252,225.00 No 302,125.59 Yes (g)
259 0.04% 32,661 0.81 No 293,949.40 No
260 0.04% 23.69 0.44 No 292,148.47 No
261 0.04% 8,948 239,035.22 No 286,328.06 Yes (g)
262 0.04% 35,411 257,602.44 No 283,284.01 No
263 0.04% 11,161 214,307.82 No 256,707.94 Yes (g)
264 0.03% 20,565 205,586.69 No 246,785.14 No
265 0.03% 17,282 202,472.71 No 241,954.40 No
266 0.03% 16,826 199,227.15 No 235,560.58 No
267 0.03% 20,889 89,785.29 No 229,780.70 No
268 0.03% 10,176 189,182.16 No 223,877.18 Yes (o)
</TABLE>
<TABLE>
<CAPTION>
RELATED MATURITY
MORTGAGE LOAN CUT-OFF DATE/
CONTROL GROUP TOTAL CUT- OWNERSHIP APPRAISED APPRAISAL DATE LTV ARD LTV
NUMBER OFF DATE BALANCE INTEREST VALUE DATE RATIO RATIO
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
222 718,584.02 Fee Simple 1,150,000 02/10/99 62.49% 53.29%
223 704,282.87 Fee Simple 1,050,000 05/27/98 67.07% 56.39%
224 644,208.11 Fee Simple 950,000 04/30/99 67.81% 57.11%
225 638,130.36 Fee Simple 820,000 09/28/98 77.82% 64.42%
226 627,514.38 Fee Simple 1,250,000 08/17/98 50.20% 36.03%
227 594,538.78 Fee Simple 1,475,000 09/13/99 40.31% 29.13%
228
592,119.45 Fee Simple 895,000 01/18/99 66.16% 54.95%
229 586,644.61 Fee Simple 925,000 12/04/98 63.42% 57.72%
230 561,038.23 Fee Simple 900,000 10/01/98 62.34% 52.94%
231 546,440.14 Fee Simple 900,000 07/16/99 60.72% 51.62%
232 1,325,810.52 Fee Simple 730,000 11/18/98 73.79% 62.47%
233 538,306.29 Fee Simple 950,000 08/19/98 56.66% 47.38%
234 5,718,663.40 Fee Simple 1,700,000 10/08/98 31.59% 26.38%
235 536,562.37 Fee Simple 925,000 06/09/99 58.01% 49.42%
236 516,620.50 Fee Simple 715,000 11/18/98 72.25% 60.41%
237 515,209.45 Fee Simple 720,000 09/22/98 71.56% 58.50%
238 512,551.71 Fee Simple 730,000 04/05/99 70.21% 4.08%
239 491,952.03 Fee Simple 1,565,000 10/15/98 31.43% 26.61%
240 5,718,663.40 Fee Simple 825,000 10/27/98 58.04% 48.46%
241 472,008.93 Fee Simple 645,000 09/30/98 73.18% 66.17%
242 470,577.63 Fee Simple 790,000 10/07/98 59.57% 54.85%
243 681,581.67 Fee Simple 800,000 06/09/99 57.21% 48.35%
244 450,509.51 Fee Simple 620,000 08/28/98 72.66% 61.46%
245 447,545.53 Fee Simple 850,000 07/29/99 52.65% 45.04%
246 437,587.79 Fee Simple 555,000 05/07/99 78.84% 67.41%
247 410,846.03 Fee Simple 640,000 10/12/98 64.19% 53.91%
248 1,750,193.37 Fee Simple 610,000 08/28/99 67.30% 48.94%
249 392,098.34 Fee Simple 690,000 08/15/99 56.83% 48.00%
250 5,718,663.40 Fee Simple 900,000 10/20/98 42.24% 35.26%
251 369,676.83 Fee Simple 550,000 12/22/98 67.21% 56.51%
252 363,632.31 Fee Simple 463,000 12/02/98 78.54% 65.55%
253 352,441.97 Fee Simple 455,000 07/26/99 77.46% 64.95%
254 348,696.54 Fee Simple 500,000 08/15/99 69.74% 63.71%
255 5,718,663.40 Fee Simple 600,000 04/12/99 55.95% 46.71%
256 317,444.64 Fee Simple 430,500 07/28/98 73.74% 61.74%
257 312,426.03 Fee Simple 500,000 10/08/99 62.49% 3.83%
258 5,718,663.40 Fee Simple 1,025,000 10/27/98 29.48% 24.61%
259 293,949.40 Fee Simple 675,000 03/08/99 43.55% 0.00%
260 292,148.47 Fee Simple 540,000 06/02/99 54.10% 0.00%
261 5,718,663.40 Fee Simple 450,000 10/20/98 63.63% 53.12%
262 283,284.01 Fee Simple 365,000 06/17/99 77.61% 70.58%
263 5,718,663.40 Fee Simple 400,000 04/12/99 64.18% 53.58%
264 246,785.14 Fee Simple 360,000 02/12/99 68.55% 57.11%
265 241,954.40 Fee Simple 432,000 09/05/98 56.01% 46.87%
266 235,560.58 Fee Simple 320,000 04/09/98 73.61% 62.26%
267 229,780.70 Fee Simple 477,000 07/28/98 48.17% 18.82%
268 681,581.67 Fee Simple 440,000 06/09/99 50.88% 43.00%
</TABLE>
<PAGE> 154
GENERAL MORTGAGE LOAN INFORMATION
<TABLE>
<CAPTION>
MORTGAGE MORT- ADMIN-
CONTROL LOAN GAGE ISTRATIVE
NUMBER SELLER LOAN / PROPERTY NAME ORIGINAL BALANCE RATE FEE RATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 SBRC Putnam Building 28,878,148.39 (@) 7.570% 0.1075%
2 GCFP Jovanna Villas Apartments 13,750,000.00 8.300% 0.1075%
3 GCFP Los Cabos II Apartments 10,000,000.00 8.300% 0.1075%
4 GCFP Sunrise Plaza Shopping Center 14,930,000.00 8.140% 0.1075%
5 GCFP Hasbrouck & Torview Apartments 14,700,000.00 8.140% 0.1075%
- ------------------------------------------------------------------------------------------------------------------------------------
6 SBRC Muncie Apartments Portfolio 13,775,000.00 6.940% 0.1725%
6A SBRC Silvertree Apartments
6B SBRC Windsong Apartments
6C SBRC Autumn Breeze Apartments
6D SBRC Sunreach Apartments
6E SBRC Everbrook Apartments
6F SBRC Cardinal Villa Apartments
- ------------------------------------------------------------------------------------------------------------------------------------
7 SBRC Sports Arena Village 13,500,000.00 7.510% 0.1725%
8 GCFP Holiday Inn Somerset 13,000,000.00 9.140% 0.1175%
9 GCFP Southridge Shopping Center 11,442,000.00 8.670% 0.1075%
10 GCFP Stewart Plaza 11,261,000.00 7.920% 0.1175%
11 GCFP The Carriage Building (Building 39) 11,000,000.00 8.220% 0.1075%
12 GCFP 1000 Adams Avenue 10,920,000.00 8.020% 0.1175%
13 GCFP 101 West Avenue 10,400,000.00 7.685% 0.1075%
14 GCFP Clearview Farms Apartments 9,773,000.00 8.180% 0.1075%
15 GCFP The TJ Building 8,200,000.00 8.430% 0.1075%
16 GCFP International Precision Components Corp. Building 8,048,000.00 8.840% 0.1075%
17 GCFP 480 Sprague Street 8,000,000.00 8.070% 0.1175%
18 GCFP 990 Spring Garden Street 7,980,000.00 8.260% 0.1075%
19 SBRC Los Altos Woods Office Building 7,860,000.00 7.840% 0.1075%
20 GCFP 655 Merrick Avenue 7,000,000.00 8.030% 0.1075%
21 GCFP Nicholson Plaza 6,900,000.00 8.560% 0.1075%
22 GCFP Ventura Village Shopping Center 6,690,000.00 8.220% 0.1075%
23 SBRC Bridgetown 1 Office Building 6,650,000.00 8.200% 0.1475%
24 GCFP Courtyard Center 6,600,000.00 7.900% 0.1075%
25 GCFP Raymour & Flanigan Plaza A 6,500,000.00 8.270% 0.1175%
26 GCFP 4707 East Baseline Road 6,286,000.00 8.380% 0.1075%
27 GCFP Holiday Inn Arena 6,300,000.00 8.060% 0.1175%
28 GCFP Kentbrook Apartments 6,100,000.00 8.050% 0.1075%
29 GCFP Ramada Plaza Hotel and Office Building 6,000,000.00 7.890% 0.1175%
30 GCFP Quail Park I 5,900,000.00 9.030% 0.1075%
31 GCFP 139 Main Street 5,700,000.00 7.700% 0.1175%
32 GCFP Holiday Inn University 5,500,000.00 8.060% 0.1175%
33 GCFP PRG - Scenic Technologies 5,475,000.00 8.310% 0.1075%
34 GCFP Raymour & Flanigan Plaza B 5,400,000.00 8.390% 0.1175%
35 GCFP West County Professional and Medical Center 5,300,000.00 8.560% 0.1075%
36 SBRC Herndon Plaza Retail Center 5,492,990.56 (&) 7.280% 0.1075%
37 GCFP 15250 Avenue of Science 5,350,000.00 6.870% 0.1075%
38 GCFP The Barnyard Retail Center 5,250,000.00 7.000% 0.1075%
39 GCFP 711 Madison Avenue 5,200,000.00 8.200% 0.1175%
40 SBRC 132 South Rodeo Drive 5,000,000.00 8.450% 0.1075%
41 GCFP 4001 Fairview Industrial Drive Southeast 4,850,000.00 8.260% 0.1075%
42 GCFP The Parris Building (Building 34) 4,795,000.00 7.825% 0.1075%
43 SBRC Cherry Tree Shopping Center 4,700,000.00 8.400% 0.1725%
44 SBRC 1916-1928 Old Middlefield Road 4,700,000.00 7.690% 0.1075%
45 GCFP Days Inn Singer Island 4,500,000.00 9.110% 0.1075%
46 GCFP The Sports Authority 4,500,000.00 7.920% 0.1075%
47 GCFP Grand Union Supermarket 4,468,462.62 8.120% 0.1075%
48 GCFP Parklawn Center 4,125,000.00 8.575% 0.1075%
49 GCFP Two World's Fair Drive 4,115,000.00 8.160% 0.1075%
50 GCFP Arden Woods Office Building 4,100,000.00 8.540% 0.1075%
51 GCFP 350 Centerpointe 4,050,000.00 8.360% 0.1075%
52 GCFP Erie Canal Commons 4,000,000.00 7.780% 0.1175%
53 GCFP Executive Center Northridge 3,925,000.00 8.550% 0.1175%
------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
ANTICI-
NET PATED SCHED-
MORT- INTEREST FIRST REPAY- ULED
CONTROL GAGE ACCRUAL PAYMENT GRACE MENT MATURITY
NUMBER RATE METHOD LOAN TYPE NOTE DATE DATE PERIOD DATE DATE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 7.463% Actual/360 Balloon 04/13/99 06/01/99 10 NAP 08/01/13
2 8.193% Actual/360 Balloon 12/22/99 02/01/00 5 NAP 01/01/10
3 8.193% Actual/360 Balloon 12/22/99 02/01/00 5 NAP 01/01/10
4 8.033% Actual/360 Balloon 12/09/99 02/01/00 5 NAP 01/01/10
5 8.033% Actual/360 Balloon 10/27/99 12/01/99 5 NAP 11/01/09
- --------------------------------------------------------------------------------------------------------------
6 6.768% Actual/360 Fully Amortizing 06/06/98 08/01/98 10 NAP 07/01/18
6A
6B
6C
6D
6E
6F
- --------------------------------------------------------------------------------------------------------------
7 7.338% Actual/360 Fully Amortizing 05/26/98 07/01/98 10 NAP 06/01/18
8 9.023% Actual/360 Balloon 07/16/99 09/01/99 5 NAP 08/01/09
9 8.563% Actual/360 Balloon 01/05/00 03/01/00 5 NAP 02/01/10
10 7.803% Actual/360 Balloon 05/14/99 07/01/99 5 NAP 06/01/09
11 8.113% Actual/360 Balloon 10/14/99 12/01/99 5 NAP 11/01/09
12 7.903% Actual/360 Balloon 08/02/99 10/01/99 5 NAP 09/01/09
13 7.578% Actual/360 Balloon 07/23/99 09/01/99 5 NAP 08/01/09
14 8.073% Actual/360 Balloon 12/30/99 02/01/00 5 NAP 01/01/10
15 8.323% Actual/360 Balloon 08/09/99 10/01/99 5 NAP 09/01/09
16 8.733% Actual/360 Balloon 12/20/99 02/01/00 5 NAP 01/01/10
17 7.953% Actual/360 Balloon 11/22/99 01/01/00 5 NAP 12/01/09
18 8.153% Actual/360 Balloon 12/29/99 02/01/00 5 NAP 12/31/09
19 7.733% Actual/360 Balloon 08/16/99 10/01/99 10 NAP 09/01/09
20 7.923% Actual/360 Balloon 07/16/99 09/01/99 10 NAP 08/01/09
21 8.453% Actual/360 Balloon 05/27/99 08/01/99 5 NAP 07/01/09
22 8.113% Actual/360 Balloon 01/11/00 03/01/00 5 NAP 02/01/10
23 8.053% Actual/360 Balloon 10/13/99 12/01/99 5 NAP 11/01/09
24 7.793% Actual/360 Balloon 06/02/99 08/01/99 5 NAP 07/01/09
25 8.153% Actual/360 Balloon 09/02/99 11/01/99 5 NAP 10/01/09
26 8.273% Actual/360 Balloon 12/08/99 02/01/00 5 NAP 01/01/10
27 7.943% Actual/360 Balloon 04/27/99 06/01/99 5 NAP 05/01/09
28 7.943% Actual/360 Balloon 11/24/99 01/01/00 5 NAP 12/01/09
29 7.773% Actual/360 Balloon 04/12/99 06/01/99 5 NAP 05/01/09
30 8.923% Actual/360 Balloon 01/13/00 03/01/00 5 NAP 02/01/10
31 7.583% Actual/360 Balloon 05/03/99 07/01/99 5 NAP 06/01/09
32 7.943% Actual/360 Balloon 04/27/99 06/01/99 5 NAP 05/01/09
33 8.203% Actual/360 Balloon 06/25/99 08/01/99 5 NAP 07/01/09
34 8.273% Actual/360 Balloon 12/15/99 02/01/00 5 NAP 01/01/10
35 8.453% Actual/360 Balloon 12/13/99 02/01/00 5 NAP 01/01/10
36 7.173% 30/360 Balloon 06/24/99 08/01/99 0 NAP 03/01/10
37 6.763% Actual/360 Balloon 08/24/98 10/01/98 10 NAP 09/01/08
38 6.893% Actual/360 Balloon 09/28/98 11/01/98 5 NAP 10/01/08
39 8.083% Actual/360 Balloon 07/09/99 09/01/99 10 NAP 08/01/09
40 8.343% Actual/360 Balloon 08/12/99 10/01/99 10 NAP 09/01/09
41 8.153% Actual/360 Balloon 12/08/99 02/01/00 5 NAP 01/01/10
42 7.718% Actual/360 Balloon 08/26/99 10/01/99 5 NAP 09/01/09
43 8.228% Actual/360 Balloon 11/12/99 01/01/00 5 NAP 12/01/09
44 7.583% Actual/360 Balloon 08/19/99 10/01/99 10 NAP 09/01/09
45 9.003% Actual/360 Balloon 06/30/99 08/01/99 5 NAP 07/01/09
46 7.813% Actual/360 Balloon 02/12/99 04/01/99 5 NAP 03/01/14
47 8.013% 30/360 Balloon 08/19/99 10/01/99 5 NAP 04/01/09
48 8.468% Actual/360 Balloon 10/29/99 01/01/00 5 NAP 12/01/09
49 8.053% Actual/360 Balloon 06/10/99 08/01/99 5 NAP 07/01/09
50 8.433% Actual/360 Balloon 12/30/99 02/01/00 5 NAP 01/01/10
51 8.253% Actual/360 Balloon 07/14/99 09/01/99 10 NAP 08/01/09
52 7.663% Actual/360 Balloon 04/12/99 06/01/99 5 NAP 05/01/09
53 8.433% Actual/360 Balloon 10/11/99 12/01/99 5 NAP 11/01/09
---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CALCU-
LATED REMAIN- CALCULATED
ORIGINAL ORIGINAL ING TERM REMAINING
MONTHLY TERM TO AMORT- TO AMORT-
DEBT MATURITY IZATION SEASON- MATURITY IZATION
CONTROL SERVICE /ARD TERM ING /ARD TERM CUT-OFF DATE
NUMBER PAYMENT (MONTHS) (MONTHS) (MONTHS) (MONTHS) (MONTHS) BALANCE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 204,688.87 171 351.00 13 158 338.00 28,618,254.87
2 103,782.88 120 360.00 5 115 355.00 13,712,398.54
3 75,478.45 120 360.00 5 115 355.00 9,972,653.53
4 111,011.65 120 360.00 5 115 355.00 14,887,462.50
5 109,301.49 120 360.00 7 113 353.00 14,641,646.86
- -----------------------------------------------------------------------------------------------------
6 106,301.88 240 240.00 23 217 217.00 13,152,356.05
6A
6B
6C
6D
6E
6F
- -----------------------------------------------------------------------------------------------------
7 108,837.64 240 240.00 24 216 216.00 12,904,149.90
8 110,344.53 120 300.00 10 110 290.00 12,899,823.81
9 89,361.29 120 360.00 4 116 356.00 11,417,665.34
10 82,002.07 120 360.00 12 108 348.00 11,180,811.13
11 82,407.45 120 360.00 7 113 353.00 10,957,229.98
12 80,279.39 120 360.00 9 111 351.00 10,862,493.05
13 74,040.28 120 360.00 10 110 350.00 10,334,868.59
14 72,940.91 120 360.00 5 115 355.00 9,745,437.85
15 65,642.26 120 300.00 9 111 291.00 8,133,454.02
16 63,832.00 120 359.99 5 115 354.99 8,028,928.29
17 59,092.02 120 360.00 6 114 354.00 7,973,179.25
18 60,007.18 120 360.00 5 115 355.00 7,957,951.34
19 56,799.62 120 360.00 9 111 351.00 7,816,668.83
20 51,509.99 120 360.00 10 110 350.00 6,959,929.00
21 55,839.94 120 300.00 11 109 289.00 6,834,741.86
22 50,118.71 120 360.00 4 116 356.00 6,674,166.58
23 49,725.67 120 360.00 7 113 353.00 6,624,008.88
24 47,969.16 120 360.00 11 109 349.00 6,557,619.61
25 48,923.75 120 360.00 8 112 352.00 6,472,287.81
26 47,800.33 120 360.00 5 115 355.00 6,269,162.87
27 48,875.09 120 300.00 13 107 287.00 6,221,465.02
28 44,972.44 120 360.00 6 114 354.00 6,079,439.34
29 45,872.61 120 300.00 13 107 287.00 5,922,694.68
30 47,600.15 120 360.00 4 116 356.00 5,888,509.06
31 40,638.73 120 360.00 12 108 348.00 5,657,038.58
32 42,668.73 120 300.00 13 107 287.00 5,431,437.71
33 43,387.39 120 300.00 11 109 289.00 5,420,526.03
34 41,101.09 120 360.00 5 115 355.00 5,385,573.66
35 40,978.00 120 360.00 5 115 355.00 5,286,459.35
36 51,619.11 128 171.50 11 117 160.50 5,285,529.04
37 35,127.82 120 360.00 21 99 339.00 5,259,510.24
38 34,928.38 120 360.00 20 100 340.00 5,168,611.92
39 40,825.81 120 300.00 10 110 290.00 5,151,514.54
40 38,268.64 120 360.00 9 111 351.00 4,976,477.85
41 36,470.53 120 360.00 5 115 355.00 4,836,599.49
42 34,600.81 120 360.00 9 111 351.00 4,768,465.71
43 35,806.37 120 360.00 6 114 354.00 4,685,601.62
44 44,078.58 120 180.00 9 111 171.00 4,575,158.99
45 38,103.38 120 300.00 11 109 289.00 4,462,078.10
46 32,768.79 180 360.00 15 165 345.00 4,460,072.55
47 35,027.34 115 295.00 9 106 286.00 4,424,160.29
48 31,937.20 120 360.00 6 114 354.00 4,112,970.74
49 30,654.65 120 360.00 11 109 349.00 4,090,384.44
50 31,641.75 120 360.00 5 115 355.00 4,089,469.58
51 32,230.49 120 300.00 10 110 290.00 4,013,407.35
52 28,739.46 120 360.00 13 107 347.00 3,968,362.42
53 30,319.05 120 360.00 7 113 353.00 3,911,014.79
------------------------------------------------------------------------------------------
</TABLE>
Footnotes: (@)Loan was funded in two stages. First funding was on 7/29/98
for $18,600,000; second funding was for $10,400,000 on 4/13/99.
(&)Note Date shown is loan modification date. Original Note Date
and Original Balance were 3/2/87 and $7,600,000, respectively.
<PAGE> 155
GENERAL MORTGAGE LOAN INFORMATION
<TABLE>
<CAPTION>
MORTGAGE MORT- ADMIN-
CONTROL LOAN GAGE ISTRATIVE
NUMBER SELLER LOAN / PROPERTY NAME ORIGINAL BALANCE RATE FEE RATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
54 SBRC Jester Village Retail Center 3,875,000.00 8.560% 0.1725%
55 GCFP Suncreek Corporate Center 3,850,000.00 8.150% 0.1075%
56 GCFP Airport Business Plaza 3,800,000.00 7.180% 0.1075%
57 SBRC Otay Distribution Center 3,700,000.00 8.375% 0.1725%
58 GCFP Groesbeck Industrial Park 3,700,000.00 8.766% 0.1075%
59 GCFP A Safe Self Storage 3,560,000.00 8.620% 0.1175%
60 GCFP Audobon One 3,525,000.00 7.750% 0.1175%
61 GCFP Quail Valley Apartments 3,500,000.00 8.030% 0.1075%
62 SBRC Valley Sunset Center 3,500,000.00 8.000% 0.1725%
63 GCFP Tangerine Hill Apartments 3,375,000.00 7.420% 0.1075%
64 GCFP Modesto Imaging Center 3,350,000.00 8.260% 0.1075%
65 GCFP Beechnut Grove Apartments 2,215,000.00 8.350% 0.1075%
66 GCFP Woodvine Apartments 1,085,000.00 8.350% 0.1075%
67 GCFP Holiday Inn Kennedy Space Center 3,300,000.00 8.060% 0.1175%
68 GCFP Chateau Resort & Conf. 3,250,000.00 9.310% 0.1075%
69 GCFP West Pointe Apartments 3,229,000.00 8.070% 0.1075%
70 GCFP Auburn Hills Industrial Center 3,220,000.00 8.866% 0.1075%
71 SBRC Ponderosa Village Shopping Center 3,200,000.00 8.020% 0.1375%
72 SBRC Heinz Apartments 3,191,000.00 8.430% 0.1375%
73 GCFP Barcelona Apartments 3,170,000.00 7.680% 0.1075%
74 SBRC Highbury Court Apartments 3,125,000.00 8.130% 0.1275%
75 GCFP BankBoston Building 3,050,000.00 8.290% 0.1075%
76 SBRC Northwest Plaza Shopping Center 3,000,000.00 8.310% 0.1275%
77 GCFP 43 West 47th Street 3,000,000.00 8.340% 0.1075%
78 SBRC 58-38 Page Place 3,000,000.00 8.900% 0.1075%
79 GCFP 3832-3844 Sepulveda Boulevard 3,000,000.00 7.090% 0.1075%
80 SBRC Sweetwater Plaza East 3,000,000.00 7.300% 0.1075%
81 SBRC Duane Reade Maspeth 2,900,000.00 7.750% 0.1075%
82 GCFP Fairfield Inn Houma 2,910,000.00 8.730% 0.1075%
83 SBRC Brentwood Apartments 1,710,000.00 7.875% 0.1725%
84 SBRC Whitehall Apartments 1,140,000.00 7.875% 0.2975%
85 SBRC Wind River Park Plaza 1,425,000.00 8.600% 0.1375%
86 SBRC Newport Victoria Plaza 1,380,000.00 8.600% 0.1375%
87 SBRC Haverty Furniture Store 2,750,000.00 7.966% 0.1075%
88 GCFP Westgate Office Center 2,740,000.00 8.110% 0.1175%
89 GCFP Commonwealth Park 2,722,500.00 8.220% 0.1175%
- ------------------------------------------------------------------------------------------------------------------------------------
90 SBRC New Jersey Portfolio 2,704,000.00 8.250% 0.1725%
90A SBRC 5004 Palisades
90B SBRC 727 & 727A 25th Street
90C SBRC Franklin's Tower Two
90D SBRC Franklin's Tower One
- ------------------------------------------------------------------------------------------------------------------------------------
91 GCFP Centerpointe 24-Hour Fitness 2,650,000.00 8.570% 0.1075%
92 GCFP Keats Plaza 2,625,000.00 8.575% 0.1075%
93 SBRC South Pointe Townhomes 2,565,030.12 (#) 7.130% 0.1275%
94 GCFP Glenmoor Green I Apartments 2,550,000.00 8.110% 0.1075%
95 SBRC Alameda Shopping Center 2,525,000.00 8.125% 0.1725%
96 SBRC 41 North Division Street 2,500,000.00 7.950% 0.1075%
97 GCFP Glenmoor Green II Apartments 2,475,000.00 8.120% 0.1075%
98 GCFP Flagship Wharf Commercial Condominium 2,400,000.00 7.710% 0.1075%
99 GCFP South Park Center 2,376,000.00 8.310% 0.1175%
100 GCFP 1952 West El Camino 2,370,000.00 8.410% 0.1075%
101 SBRC Office Max Traverse 2,500,000.00 8.250% 0.1075%
102 GCFP Rockland Multi-family Residences 2,325,000.00 8.050% 0.1075%
103 GCFP Realty Expert Building 2,300,000.00 8.225% 0.1075%
104 GCFP 75 Bermar Park, Nickel Office Building & Tonida Office Building 2,300,000.00 8.450% 0.1075%
105 SBRC Office Max Mankato 2,400,000.00 7.950% 0.1075%
106 SBRC Office Max Martinsburg 2,360,000.00 7.375% 0.1075%
107 GCFP Kmart South Bend 2,250,000.00 8.170% 0.1075%
------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
ANTICI-
NET PATED SCHED-
MORT- INTEREST FIRST REPAY- ULED
CONTROL GAGE ACCRUAL PAYMENT GRACE MENT MATURITY
NUMBER RATE METHOD LOAN TYPE NOTE DATE DATE PERIOD DATE DATE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
54 8.388% Actual/360 Balloon 11/23/99 01/01/00 5 NAP 12/01/09
55 8.043% Actual/360 Balloon 11/08/99 01/01/00 5 NAP 12/01/09
56 7.073% Actual/360 ARD 08/20/98 10/01/98 10 09/01/08 09/01/23
57 8.203% Actual/360 Balloon 12/16/99 02/01/00 5 NAP 01/01/10
58 8.659% Actual/360 Balloon 01/14/00 03/01/00 5 NAP 02/01/10
59 8.503% Actual/360 Balloon 10/19/99 12/01/99 5 NAP 11/01/09
60 7.633% Actual/360 Balloon 07/01/99 08/01/99 5 NAP 07/01/09
61 7.923% Actual/360 Balloon 11/30/99 01/01/00 5 NAP 12/01/09
62 7.828% Actual/360 Balloon 02/26/98 04/01/98 10 NAP 03/01/08
63 7.313% Actual/360 Balloon 04/28/99 06/01/99 10 NAP 05/01/09
64 8.153% Actual/360 Balloon 11/19/99 01/01/00 5 NAP 12/01/09
65 8.243% Actual/360 Balloon 11/29/99 01/01/00 5 NAP 12/01/06
66 8.243% Actual/360 Balloon 11/29/99 01/01/00 5 NAP 12/01/06
67 7.943% Actual/360 Balloon 04/27/99 06/01/99 5 NAP 05/01/09
68 9.203% Actual/360 Balloon 08/10/99 10/01/99 5 NAP 09/01/09
69 7.963% Actual/360 Balloon 10/27/99 12/01/99 5 NAP 11/01/09
70 8.759% Actual/360 Balloon 01/14/00 03/01/00 5 NAP 02/01/10
71 7.883% Actual/360 Balloon 06/17/99 08/01/99 10 NAP 07/01/09
72 8.293% Actual/360 Balloon 10/27/99 12/01/99 10 NAP 11/01/09
73 7.573% Actual/360 Balloon 08/03/99 10/01/99 5 NAP 09/01/09
74 8.003% Actual/360 Balloon 06/25/99 08/01/99 10 NAP 07/01/09
75 8.183% Actual/360 Balloon 10/18/99 12/01/99 5 NAP 11/01/09
76 8.183% Actual/360 Balloon 09/15/99 11/01/99 10 NAP 10/01/09
77 8.233% Actual/360 Balloon 09/24/99 11/01/99 5 NAP 10/01/09
78 8.793% Actual/360 Balloon 07/08/99 09/01/99 10 NAP 08/01/09
79 6.983% 30/360 Balloon 08/19/98 10/01/98 10 NAP 09/01/08
80 7.193% Actual/360 Balloon 03/03/98 05/01/98 10 NAP 04/01/08
81 7.643% Actual/360 Balloon 05/07/99 07/01/99 10 NAP 06/01/09
82 8.623% Actual/360 Fully Amortizing 04/15/99 06/01/99 5 NAP 05/01/24
83 7.703% Actual/360 Balloon 04/22/99 06/01/99 5 NAP 05/01/09
84 7.578% Actual/360 Balloon 04/22/99 06/01/99 5 NAP 05/01/09
85 8.463% Actual/360 Balloon 08/16/99 10/01/99 10 NAP 09/01/09
86 8.463% Actual/360 Balloon 08/16/99 10/01/99 10 NAP 09/01/09
87 7.859% Actual/360 Balloon 08/27/99 10/01/99 5 NAP 09/01/09
88 7.993% Actual/360 Balloon 08/06/99 10/01/99 5 NAP 09/01/09
89 8.103% Actual/360 Balloon 09/28/99 11/01/99 5 NAP 10/01/09
- --------------------------------------------------------------------------------------------------------------
90 8.078% Actual/360 Balloon 05/27/99 07/01/99 5 NAP 06/01/09
90A
90B
90C
90D
- --------------------------------------------------------------------------------------------------------------
91 8.463% Actual/360 Balloon 09/14/99 11/01/99 5 NAP 10/01/09
92 8.468% Actual/360 Balloon 10/29/99 01/01/00 5 NAP 12/01/09
93 7.003% Actual/360 Balloon 01/01/00 02/01/00 10 NAP 08/01/08
94 8.003% Actual/360 Balloon 11/24/99 01/01/00 5 NAP 12/01/09
95 7.953% Actual/360 Balloon 07/23/99 09/01/99 5 NAP 08/01/09
96 7.843% Actual/360 Balloon 09/30/99 11/01/99 10 NAP 10/01/09
97 8.013% Actual/360 Balloon 11/24/99 01/01/00 5 NAP 12/01/09
98 7.603% Actual/360 Balloon 05/05/99 07/01/99 5 NAP 06/01/09
99 8.193% Actual/360 Balloon 08/02/99 10/01/99 5 NAP 09/01/09
100 8.303% Actual/360 Balloon 07/14/99 09/01/99 5 NAP 08/01/09
101 8.143% Actual/360 Fully Amortizing 09/23/97 11/01/97 10 NAP 01/01/17
102 7.943% Actual/360 Balloon 08/12/99 10/01/99 5 NAP 09/01/09
103 8.118% Actual/360 Balloon 11/01/99 12/01/99 5 NAP 11/01/09
104 8.343% Actual/360 Balloon 09/21/99 11/01/99 5 NAP 10/01/09
105 7.843% Actual/360 Fully Amortizing 01/30/98 03/01/98 10 NAP 05/01/17
106 7.268% Actual/360 Fully Amortizing 10/15/98 12/01/98 10 NAP 01/01/18
107 8.063% Actual/360 Balloon 09/13/99 11/01/99 7 NAP 10/01/09
---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CALCU-
LATED REMAIN- CALCULATED
ORIGINAL ORIGINAL ING TERM REMAINING
MONTHLY TERM TO AMORT- TO AMORT-
DEBT MATURITY IZATION SEASON- MATURITY IZATION
CONTROL SERVICE /ARD TERM ING /ARD TERM CUT-OFF DATE
NUMBER PAYMENT (MONTHS) (MONTHS) (MONTHS) (MONTHS) (MONTHS) BALANCE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
54 29,960.33 120 360.00 6 114 354.00 3,863,651.49
55 28,653.55 120 360.00 6 114 354.00 3,837,367.70
56 27,295.52 120 300.00 21 99 279.00 3,705,428.48
57 28,122.67 120 360.00 5 115 355.00 3,690,076.62
58 30,459.55 120 300.00 4 116 296.00 3,687,015.36
59 28,954.54 120 300.00 7 113 293.00 3,538,409.59
60 25,253.53 120 360.00 11 109 349.00 3,501,443.38
61 25,755.00 120 360.00 6 114 354.00 3,488,139.63
62 27,290.78 120 290.61 27 93 263.61 3,394,280.78
63 23,413.88 120 360.00 13 107 347.00 3,345,711.83
64 25,190.99 120 360.00 6 114 354.00 3,339,332.56
65 16,796.53 84 360.00 6 78 354.00 2,208,119.47
66 8,227.64 84 360.00 6 78 354.00 1,081,629.66
67 25,601.24 120 300.00 13 107 287.00 3,258,862.60
68 27,967.09 120 300.00 9 111 291.00 3,227,894.73
69 23,851.02 120 360.00 7 113 353.00 3,215,949.33
70 25,598.99 120 360.00 4 116 356.00 3,213,470.27
71 23,525.10 120 360.00 11 109 349.00 3,180,107.73
72 24,377.90 120 360.00 7 113 353.00 3,179,259.26
73 22,557.12 120 360.00 9 111 351.00 3,151,810.47
74 23,213.98 120 360.00 11 109 349.00 3,106,150.84
75 22,999.46 120 360.00 7 113 353.00 3,038,355.72
76 22,664.66 120 360.00 8 112 352.00 2,987,349.31
77 23,834.21 120 300.00 8 112 292.00 2,978,382.70
78 24,970.77 120 300.00 10 110 290.00 2,975,696.38
79 20,140.73 120 360.00 21 99 339.00 2,946,157.15
80 21,780.94 120 300.00 26 94 274.00 2,908,631.50
81 20,775.96 120 360.00 12 108 348.00 2,878,420.21
82 23,884.85 300 300.00 13 287 287.00 2,878,288.00
83 12,538.46 120 344.56 13 107 331.56 1,694,918.56
84 8,358.98 120 344.55 13 107 331.55 1,129,945.62
85 11,058.17 120 360.00 9 111 351.00 1,418,562.85
86 10,708.96 120 360.00 9 111 351.00 1,373,766.17
87 20,113.38 120 360.00 9 111 351.00 2,735,316.46
88 20,315.66 120 360.00 9 111 351.00 2,725,901.42
89 20,395.84 120 360.00 8 112 352.00 2,710,733.50
- -----------------------------------------------------------------------------------------------------
90 20,546.28 120 343.23 12 108 331.23 2,683,469.68
90A
90B
90C
90D
- -----------------------------------------------------------------------------------------------------
91 20,507.82 120 360.00 8 112 352.00 2,639,607.64
92 20,323.67 120 360.00 6 114 354.00 2,617,345.03
93 17,539.62 103 343.00 5 98 338.00 2,554,420.24
94 18,906.91 120 360.00 6 114 354.00 2,541,542.28
95 18,748.05 120 360.00 10 110 350.00 2,510,907.57
96 18,257.92 120 359.93 8 112 351.93 2,488,377.63
97 18,368.14 120 360.00 6 114 354.00 2,466,813.16
98 18,064.91 120 300.00 12 108 288.00 2,370,296.60
99 17,950.41 120 360.00 9 111 351.00 2,364,397.65
100 18,072.30 120 360.00 10 110 350.00 2,357,761.67
101 21,669.48 231 230.00 32 199 198.00 2,348,838.78
102 17,141.14 120 360.00 9 111 351.00 2,312,850.05
103 17,238.73 120 360.00 7 113 353.00 2,291,068.77
104 18,442.79 120 300.00 8 112 292.00 2,283,786.06
105 20,320.78 231 231.00 28 203 203.00 2,270,572.67
106 19,193.91 230 230.00 19 211 211.00 2,269,770.36
107 16,777.12 120 360.00 8 112 352.00 2,240,142.88
------------------------------------------------------------------------------------------
</TABLE>
Footnotes: (#)Note Date shown is loan modification date. Original Note Date
and Original Balance were 7/23/98 and $2,650,000, respectively.
<PAGE> 156
GENERAL MORTGAGE LOAN INFORMATION
<TABLE>
<CAPTION>
MORTGAGE MORT- ADMIN-
CONTROL LOAN GAGE ISTRATIVE
NUMBER SELLER LOAN / PROPERTY NAME ORIGINAL BALANCE RATE FEE RATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
108 GCFP Wolfie's Plaza 2,250,000.00 8.470% 0.1075%
109 GCFP 200-220 West 1st Street 2,225,000.00 8.870% 0.1075%
110 GCFP The Loring Building 2,200,000.00 8.080% 0.1175%
111 GCFP Park Paloma Apartments 2,150,000.00 7.800% 0.1075%
112 GCFP Mitchell Building 2,150,000.00 8.050% 0.1075%
113 GCFP Kennedy I Office Building 2,110,000.00 8.970% 0.1075%
114 SBRC Holiday Inn Express 2,150,000.00 9.250% 0.1725%
115 GCFP 16300 Addison Road Office Building 2,100,000.00 8.160% 0.1075%
116 GCFP Fairfield Inn Jackson 2,090,000.00 8.730% 0.1075%
117 SBRC Amberwood Mobile Home Park 2,080,000.00 8.370% 0.1075%
118 SBRC Carson Commerce Center 2,062,500.00 8.500% 0.1725%
119 GCFP Nome Plaza Shopping Center 2,050,000.00 8.440% 0.1075%
120 GCFP River Park Shopping Center 2,050,000.00 7.990% 0.1175%
121 SBRC Fountain Plaza 2,050,000.00 7.500% 0.1375%
122 GCFP Fairfield Inn Hattiesburg 2,020,000.00 8.730% 0.1075%
123 GCFP Fairfield Inn Lake Charles-Sulphur 2,005,000.00 8.730% 0.1075%
124 SBRC Hampton Inn Blythe 2,000,000.00 8.900% 0.1075%
125 SBRC The Grove Shopping Center 1,875,000.00 8.500% 0.1725%
126 GCFP 475-499 Hillside Avenue 1,900,000.00 8.780% 0.1075%
127 SBRC Copeland Shopping Center 1,880,000.00 8.375% 0.1725%
128 GCFP The Fleet Building 1,850,000.00 8.290% 0.1075%
129 GCFP Commack Tower Plaza 1,860,000.00 8.390% 0.1075%
130 GCFP Shoppes of Northshore 1,847,000.00 8.590% 0.1175%
131 SBRC Las Posadas Shopping Center 1,830,000.00 7.955% 0.1725%
132 SBRC The Ville Apartments 1,840,000.00 7.680% 0.1725%
133 GCFP Amelia Court Apartments 1,835,000.00 7.700% 0.1075%
134 SBRC Long Street Townhouses 1,800,000.00 8.140% 0.1725%
135 GCFP Silverbrook Apartments 1,780,000.00 7.590% 0.1075%
136 SBRC Garden Apartments 1,762,500.00 7.750% 0.1725%
137 GCFP Westchester and New Haven Apartments 1,740,000.00 8.220% 0.1175%
138 SBRC Madison Midtown Shopping Center 1,165,000.00 8.200% 0.2975%
139 SBRC Cleveland Corners Shopping Center 485,000.00 8.200% 0.2975%
140 SBRC Park Place Apartments 1,650,000.00 7.875% 0.1725%
141 GCFP Horizons Apartments 1,629,000.00 7.840% 0.1075%
142 GCFP Regency Square Apartments 1,635,000.00 8.060% 0.1075%
143 SBRC Federal Express 1,600,000.00 7.750% 0.1725%
144 SBRC Levittown Professional Building 1,560,000.00 8.740% 0.1725%
145 SBRC 3311 Richmond Office Building 1,550,000.00 8.550% 0.1375%
146 SBRC Carmel Towers 1,550,000.00 7.875% 0.1725%
147 GCFP Westwood Apartments 1,500,000.00 8.090% 0.1075%
148 SBRC Crestridge Apartments 1,480,000.00 9.375% 0.2975%
149 GCFP Pine Tree Square 1,461,000.00 9.190% 0.1075%
150 GCFP Thistlewood Apartments 1,472,000.00 7.980% 0.1075%
151 GCFP Lesbo/Bullion Mobile Home Park 1,460,000.00 8.240% 0.1075%
152 SBRC The Town Center 1,455,000.00 8.230% 0.2975%
153 SBRC Bayridge Apartments 1,492,000.00 8.750% 0.2975%
154 SBRC Ramada Inn - Elizabethtown 1,450,000.00 9.875% 0.2975%
155 SBRC Oasis Surgery Center 1,400,000.00 8.720% 0.2975%
156 SBRC 715 South Oxford Court Apartments 1,408,000.00 8.375% 0.2975%
157 SBRC Barefoot Bay Medical Office Center 1,365,000.00 8.250% 0.2975%
158 GCFP 14 Mamaroneck Avenue 1,358,100.00 8.040% 0.1075%
159 SBRC Presidio Plaza 1,350,000.00 8.625% 0.2975%
160 SBRC 904-912 21st Avenue 1,360,000.00 7.970% 0.2975%
161 GCFP Ambassador Apartments 1,370,000.00 7.250% 0.1075%
162 SBRC Frisco South Shopping Center 1,345,000.00 8.250% 0.2975%
163 GCFP Oquendo Office Warehouse 1,330,000.00 8.800% 0.1075%
164 GCFP Palm Harbor Mobile Home Park 1,324,000.00 8.010% 0.1075%
165 SBRC Milan Apartments 1,300,000.00 8.100% 0.1075%
166 SBRC Palm Pacific Plaza Shopping Center 1,300,000.00 8.313% 0.2975%
167 SBRC North Dixie Commerce Center 1,295,000.00 8.490% 0.2975%
</TABLE>
<TABLE>
<CAPTION>
ANTICI-
NET PATED SCHED-
MORT- INTEREST FIRST REPAY- ULED
CONTROL GAGE ACCRUAL PAYMENT GRACE MENT MATURITY
NUMBER RATE METHOD LOAN TYPE NOTE DATE DATE PERIOD DATE DATE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
108 8.363% Actual/360 Balloon 06/11/99 08/01/99 5 NAP 07/01/09
109 8.763% Actual/360 Balloon 10/01/99 11/01/99 5 NAP 10/01/09
110 7.963% Actual/360 Balloon 08/18/99 10/01/99 5 NAP 09/01/09
111 7.693% Actual/360 Balloon 09/27/99 11/01/99 5 NAP 10/01/09
112 7.943% Actual/360 Balloon 04/15/99 06/01/99 5 NAP 05/01/09
113 8.863% Actual/360 Balloon 01/28/00 03/01/00 5 NAP 02/01/10
114 9.078% Actual/360 Balloon 03/16/99 05/01/99 5 NAP 04/01/09
115 8.053% Actual/360 Balloon 07/29/99 10/01/99 5 NAP 09/01/09
116 8.623% Actual/360 Fully Amortizing 04/15/99 06/01/99 5 NAP 05/01/24
117 8.263% Actual/360 Balloon 07/01/99 08/01/99 10 NAP 07/01/09
118 8.328% Actual/360 Balloon 07/09/99 09/01/99 5 NAP 08/01/09
119 8.333% Actual/360 Balloon 04/30/99 06/01/99 10 NAP 05/01/09
120 7.873% Actual/360 Balloon 05/17/99 07/01/99 5 NAP 06/01/09
121 7.363% Actual/360 Balloon 09/22/98 11/01/98 10 NAP 10/01/08
122 8.623% Actual/360 Fully Amortizing 04/15/99 06/01/99 5 NAP 05/01/24
123 8.623% Actual/360 Fully Amortizing 04/15/99 06/01/99 5 NAP 05/01/24
124 8.793% 30/360 Fully Amortizing 10/01/97 12/01/97 5 NAP 11/01/17
125 8.328% Actual/360 Balloon 11/16/99 01/01/00 5 NAP 12/01/09
126 8.673% Actual/360 ARD 10/28/98 12/01/98 10 11/01/13 11/01/23
127 8.203% Actual/360 Balloon 09/21/99 11/01/99 5 NAP 10/01/09
128 8.183% Actual/360 Balloon 10/18/99 12/01/99 5 NAP 11/01/09
129 8.283% Actual/360 Balloon 05/13/99 07/01/99 5 NAP 06/01/09
130 8.473% Actual/360 Balloon 06/25/99 08/01/99 5 NAP 07/01/09
131 7.783% Actual/360 Balloon 04/16/99 06/01/99 5 NAP 05/01/09
132 7.508% Actual/360 Balloon 04/23/99 06/01/99 5 NAP 05/01/09
133 7.593% Actual/360 Balloon 04/13/99 06/01/99 10 NAP 05/01/09
134 7.968% Actual/360 Balloon 08/03/99 10/01/99 5 NAP 09/01/09
135 7.483% Actual/360 Balloon 05/20/99 07/01/99 10 NAP 06/01/09
136 7.578% Actual/360 Balloon 02/25/99 04/01/99 5 NAP 03/01/09
137 8.103% Actual/360 Balloon 06/03/99 08/01/99 5 NAP 07/01/09
138 7.903% Actual/360 Balloon 07/27/99 09/01/99 5 NAP 08/01/09
139 7.903% Actual/360 Balloon 07/27/99 09/01/99 5 NAP 08/01/09
140 7.703% Actual/360 Balloon 03/12/99 05/01/99 5 NAP 04/01/09
141 7.733% Actual/360 Balloon 07/12/99 09/01/99 5 NAP 08/01/09
142 7.953% 30/360 Balloon 11/20/97 01/01/98 10 NAP 12/01/07
143 7.578% Actual/360 ARD 10/29/98 12/01/98 10 11/01/08 11/01/26
144 8.568% Actual/360 Balloon 06/16/99 08/01/99 5 NAP 07/01/09
145 8.413% Actual/360 Balloon 08/20/99 10/01/99 10 NAP 09/01/09
146 7.703% Actual/360 Balloon 04/08/99 06/01/99 5 NAP 05/01/09
147 7.983% Actual/360 Balloon 09/16/99 11/01/99 5 NAP 10/01/09
148 9.078% Actual/360 Balloon 08/02/99 10/01/99 5 NAP 09/01/06
149 9.083% Actual/360 Balloon 12/29/99 02/01/00 5 NAP 01/01/10
150 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
151 8.133% Actual/360 Balloon 04/29/99 07/01/99 10 NAP 06/01/09
152 7.933% Actual/360 Balloon 03/02/99 05/01/99 5 NAP 04/01/09
153 8.453% 30/360 Balloon 08/26/97 10/01/97 10 NAP 09/01/07
154 9.578% Actual/360 Balloon 11/16/99 01/01/00 5 NAP 12/01/09
155 8.423% Actual/360 Balloon 06/30/99 08/01/99 5 NAP 07/01/09
156 8.078% 30/360 Balloon 08/07/97 10/01/97 10 NAP 09/01/07
157 7.953% Actual/360 Balloon 03/16/99 05/01/99 5 NAP 04/01/09
158 7.933% Actual/360 Balloon 04/28/99 06/01/99 10 NAP 05/01/09
159 8.328% Actual/360 Balloon 08/24/99 10/01/99 5 NAP 09/01/09
160 7.673% Actual/360 Balloon 05/10/99 07/01/99 5 NAP 06/01/09
161 7.143% Actual/360 Balloon 10/28/98 12/01/98 10 NAP 11/01/08
162 7.953% Actual/360 Balloon 04/12/99 06/01/99 5 NAP 05/01/06
163 8.693% Actual/360 Balloon 12/17/99 02/01/00 5 NAP 01/01/10
164 7.903% Actual/360 Balloon 09/30/99 11/01/99 5 NAP 10/01/09
165 7.993% Actual/360 Balloon 08/02/99 11/01/99 10 NAP 10/01/09
166 8.015% Actual/360 Balloon 08/30/99 10/01/99 5 NAP 09/01/09
167 8.193% Actual/360 Balloon 09/08/99 11/01/99 5 NAP 10/01/09
</TABLE>
<TABLE>
<CAPTION>
CALCU-
LATED REMAIN- CALCULATED
ORIGINAL ORIGINAL ING TERM REMAINING
MONTHLY TERM TO AMORT- TO AMORT-
DEBT MATURITY IZATION SEASON- MATURITY IZATION
CONTROL SERVICE /ARD TERM ING /ARD TERM CUT-OFF DATE
NUMBER PAYMENT (MONTHS) (MONTHS) (MONTHS) (MONTHS) (MONTHS) BALANCE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
108 18,072.14 120 300.00 11 109 289.00 2,228,325.68
109 17,695.12 120 360.00 8 112 352.00 2,216,999.71
110 17,096.71 120 300.00 9 111 291.00 2,180,904.70
111 15,477.22 120 360.00 8 112 352.00 2,139,610.92
112 16,665.32 120 300.00 13 107 287.00 2,123,146.03
113 16,932.01 120 360.00 4 116 356.00 2,105,829.14
114 19,883.18 120 233.48 14 106 219.48 2,105,292.43
115 16,431.35 120 300.00 9 111 291.00 2,082,048.10
116 17,154.41 300 300.00 13 287 287.00 2,067,224.04
117 16,566.90 120 300.00 11 109 289.00 2,059,553.23
118 16,293.31 120 321.55 10 110 311.55 2,047,625.49
119 16,424.35 120 300.00 13 107 287.00 2,026,300.14
120 15,808.65 120 300.00 12 108 288.00 2,025,941.76
121 15,149.32 120 300.00 20 100 280.00 2,004,409.18
122 16,579.86 300 300.00 13 287 287.00 1,997,986.88
123 16,456.74 300 300.00 13 287 287.00 1,983,150.37
124 17,866.09 240 240.00 31 209 209.00 1,894,734.91
125 14,417.13 120 360.00 6 114 354.00 1,869,414.72
126 15,659.47 180 300.00 19 161 281.00 1,868,202.60
127 14,980.23 120 300.00 8 112 292.00 1,866,547.09
128 13,950.49 120 360.00 7 113 353.00 1,842,937.09
129 14,839.60 120 300.00 12 108 288.00 1,839,805.53
130 14,984.73 120 300.00 11 109 289.00 1,829,638.83
131 13,522.07 120 344.24 13 107 331.24 1,814,130.98
132 13,952.28 120 291.24 13 107 278.24 1,813,445.59
133 13,800.10 120 300.00 13 107 287.00 1,810,481.02
134 13,383.86 120 360.00 9 111 351.00 1,790,809.92
135 12,555.90 120 360.00 12 108 348.00 1,766,204.21
136 12,768.20 120 345.00 15 105 330.00 1,743,925.69
137 13,684.17 120 300.00 11 109 289.00 1,722,373.19
138 8,711.34 120 360.00 10 110 350.00 1,158,627.96
139 3,626.61 120 360.00 10 110 350.00 482,347.26
140 12,097.35 120 344.68 14 106 330.68 1,634,079.51
141 11,771.83 120 360.00 10 110 350.00 1,619,197.81
142 12,684.25 120 300.00 30 90 270.00 1,578,624.24
143 11,797.44 120 324.13 19 101 305.13 1,573,379.15
144 12,406.80 120 340.97 11 109 329.97 1,550,442.42
145 11,973.13 120 360.00 9 111 351.00 1,542,902.27
146 11,365.27 120 344.56 13 107 331.56 1,536,329.70
147 11,100.72 120 360.00 8 112 352.00 1,493,285.55
148 12,802.34 84 300.00 9 75 291.00 1,470,068.80
149 12,451.31 120 300.00 5 115 295.00 1,455,343.12
150 11,341.64 120 300.00 13 107 287.00 1,453,361.98
151 11,501.62 120 300.00 12 108 288.00 1,443,674.70
152 11,035.23 120 343.28 14 106 329.28 1,441,959.68
153 12,266.38 120 300.00 33 87 267.00 1,440,455.81
154 13,872.94 120 240.00 6 114 234.00 1,439,330.14
155 11,113.94 120 341.06 11 109 330.06 1,391,384.67
156 10,701.82 120 360.00 33 87 327.00 1,375,649.74
157 10,372.18 120 343.20 14 106 329.20 1,352,817.51
158 10,003.15 120 360.00 13 107 347.00 1,348,077.93
159 10,500.16 120 360.00 9 111 351.00 1,343,943.22
160 10,575.93 120 290.75 12 108 278.75 1,342,654.78
161 9,902.45 120 300.00 19 101 281.00 1,339,668.48
162 10,221.25 84 343.05 13 71 330.05 1,334,047.56
163 10,510.65 120 360.00 5 115 355.00 1,326,813.98
164 10,227.62 120 300.00 8 112 292.00 1,313,821.90
165 9,629.72 120 360.00 8 112 352.00 1,294,196.36
166 9,823.64 120 360.00 9 111 351.00 1,293,656.12
167 9,948.25 120 360.00 8 112 352.00 1,289,805.51
</TABLE>
<PAGE> 157
GENERAL MORTGAGE LOAN INFORMATION
<TABLE>
<CAPTION>
MORTGAGE MORT- ADMIN-
CONTROL LOAN GAGE ISTRATIVE
NUMBER SELLER LOAN / PROPERTY NAME ORIGINAL BALANCE RATE FEE RATE
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
168 SBRC Meadowlark Apartments 1,300,000.00 7.375% 0.2975%
169 SBRC Old Judge Building 1,300,000.00 8.625% 0.2975%
- ------------------------------------------------------------------------------------------------------------------------------------
170 SBRC Sherman/Lennox Portfolio 1,275,000.00 8.875% 0.2975%
170A SBRC 6839-6841 Lennox Avenue
170B SBRC 17732 Sherman Way
- ------------------------------------------------------------------------------------------------------------------------------------
171 SBRC Pacific Winds Apartments 1,260,000.00 8.250% 0.2975%
172 SBRC Isle of Capri Apartments 1,250,000.00 8.250% 0.2975%
173 SBRC Datura Station 1,225,000.00 8.375% 0.2975%
174 SBRC Park View Cooperative 1,230,000.00 8.875% 0.2975%
175 SBRC H & Z Office Building 1,200,000.00 8.875% 0.2975%
176 SBRC Nassau Bay Villas Apartments 1,200,000.00 8.000% 0.2975%
177 SBRC 2180 West First Street 1,195,000.00 8.500% 0.2975%
178 GCFP 8020 Northwest 60th Street 1,235,000.00 7.670% 0.1075%
179 SBRC Irving Place Apartments 1,193,600.00 9.375% 0.2975%
180 GCFP Regency Palms Apartments 1,220,000.00 8.140% 0.1075%
181 GCFP Four Flags Motors, Inc. 1,200,000.00 8.210% 0.1075%
182 GCFP Alexandria Gardens Apartments 1,144,000.00 7.880% 0.1075%
183 GCFP 47-49 Main Street 1,129,000.00 8.690% 0.1075%
184 SBRC Madrid Apartments 1,140,000.00 8.250% 0.2975%
185 SBRC Comfort Inn - Milledgeville 1,150,000.00 9.250% 0.2975%
186 SBRC Wal-Mart Shopping Center 1,100,000.00 8.625% 0.2975%
187 SBRC Stratford Apartments 1,100,000.00 7.250% 0.2975%
188 SBRC Willow Glen Plaza 1,100,000.00 8.250% 0.2975%
189 SBRC Edgewater Bay Apartments 1,094,000.00 7.750% 0.2975%
190 SBRC 420 Group 1,100,000.00 8.000% 0.2975%
191 GCFP 7-Eleven 1,041,000.00 8.890% 0.1075%
192 SBRC Lake Forest North Apartments 1,015,000.00 8.030% 0.2975%
193 SBRC CompuChem Industrial 1,027,000.00 8.625% 0.2975%
194 GCFP Palazzolo Plaza 1,000,000.00 8.480% 0.1075%
195 SBRC A. E. Larson Building 1,000,000.00 8.875% 0.2975%
196 GCFP Lanewood Apartments 1,000,000.00 8.920% 0.1075%
197 GCFP Chris-Town Mobile Home Park 1,000,000.00 8.780% 0.1075%
198 SBRC Corbus-Peppertree Lane Apartments 1,000,000.00 8.250% 0.2975%
199 SBRC Missouri Meadows Apartments 1,000,000.00 8.875% 0.2975%
200 SBRC Highlander Square Apartments 965,000.00 8.260% 0.2975%
201 SBRC Hillcrest Crossing 960,000.00 8.375% 0.2975%
202 SBRC Virginia Plaza 945,000.00 8.875% 0.2975%
203 SBRC Pedersen Building 900,000.00 8.250% 0.2975%
204 GCFP Spring Oaks Mobile Home & Recreational Vehicle Park 900,000.00 8.070% 0.1075%
205 SBRC Shadowood Apartments 885,000.00 9.375% 0.2975%
206 SBRC Arroyo Shopping Center 882,500.00 8.375% 0.2975%
207 GCFP The Nog Retail Center 900,000.00 7.800% 0.1075%
208 GCFP London Square Apartments 865,000.00 7.980% 0.1075%
209 SBRC Petite Chateau Villa Mobile Home Park 850,000.00 8.625% 0.2975%
210 GCFP Walnut Hills Apartments 845,000.00 7.980% 0.1075%
211 SBRC Palmer Highway Shopping Center 812,000.00 8.875% 0.2975%
212 SBRC Somerset Apartments 800,000.00 8.875% 0.2975%
- ------------------------------------------------------------------------------------------------------------------------------------
213 SBRC Shady Acres/Pine Shadows Portfolio 800,000.00 8.375% 0.2975%
213A SBRC Shady Acres Duplexes
213B SBRC Pine Shadows Estates
- ------------------------------------------------------------------------------------------------------------------------------------
214 SBRC Vanowen Street Retail Center 780,000.00 9.125% 0.2975%
215 GCFP Rena's Village Plaza 775,000.00 8.250% 0.1075%
216 SBRC Stanford Place Apartments 760,000.00 9.250% 0.2975%
217 SBRC Panola-Redan Crossing 770,000.00 7.250% 0.2975%
218 SBRC Garnet Avenue Shopping Center 750,000.00 8.900% 0.2975%
219 SBRC The Chalet Apartments 750,000.00 7.750% 0.2975%
220 SBRC Galt Ocean Plaza 742,500.00 8.820% 0.2975%
221 SBRC Zion Street Apartments 730,000.00 8.750% 0.2975%
</TABLE>
<TABLE>
<CAPTION>
ANTICI-
NET PATED SCHED-
MORT- INTEREST FIRST REPAY- ULED
CONTROL GAGE ACCRUAL PAYMENT GRACE MENT MATURITY
NUMBER RATE METHOD LOAN TYPE NOTE DATE DATE PERIOD DATE DATE
==============================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
168 7.078% Actual/360 Balloon 02/19/99 04/01/99 5 NAP 03/01/09
169 8.328% Actual/360 Balloon 05/13/99 07/01/99 5 NAP 06/01/09
- --------------------------------------------------------------------------------------------------------------
170 8.578% Actual/360 Balloon 08/23/99 10/01/99 5 NAP 09/01/09
170A
170B
- --------------------------------------------------------------------------------------------------------------
171 7.953% Actual/360 Balloon 07/30/99 09/01/99 5 NAP 08/01/09
172 7.953% Actual/360 Balloon 05/25/99 07/01/99 5 NAP 06/01/09
173 8.078% Actual/360 Balloon 05/03/99 07/01/99 5 NAP 06/01/09
174 8.578% Actual/360 Balloon 08/17/99 10/01/99 5 NAP 09/01/09
175 8.578% Actual/360 Balloon 06/22/99 08/01/99 5 NAP 07/01/09
176 7.703% Actual/360 Balloon 10/08/99 12/01/99 5 NAP 11/01/09
177 8.203% Actual/360 Balloon 11/22/99 01/01/00 5 NAP 12/01/09
178 7.563% Actual/360 Balloon 09/23/98 11/01/98 10 NAP 10/01/08
179 9.078% Actual/360 Balloon 08/02/99 10/01/99 5 NAP 09/01/06
180 8.033% 30/360 Balloon 12/29/97 02/01/98 10 NAP 01/01/08
181 8.103% Actual/360 Balloon 09/02/98 11/01/98 10 NAP 10/01/08
182 7.773% Actual/360 Balloon 05/13/99 07/01/99 10 NAP 06/01/09
183 8.583% Actual/360 Balloon 06/30/99 08/01/99 10 NAP 07/01/09
184 7.953% 30/360 Balloon 04/03/98 06/01/98 10 NAP 05/01/08
185 8.953% Actual/360 Fully Amortizing 03/16/99 05/01/99 5 NAP 04/01/14
186 8.328% Actual/360 Balloon 09/23/99 11/01/99 5 NAP 10/01/09
187 6.953% Actual/360 Balloon 12/23/98 02/01/99 5 NAP 01/01/09
188 7.953% Actual/360 Balloon 02/18/99 04/01/99 5 NAP 03/01/09
189 7.453% Actual/360 Balloon 02/23/99 04/01/99 5 NAP 03/01/09
190 7.703% Actual/360 Balloon 01/20/99 03/01/99 5 NAP 02/01/09
191 8.783% Actual/360 Fully Amortizing 06/28/99 08/01/99 10 NAP 07/01/19
192 7.733% Actual/360 Balloon 03/11/99 05/01/99 5 NAP 04/01/09
193 8.328% Actual/360 Fully Amortizing 06/28/99 08/01/99 5 NAP 07/01/14
194 8.373% Actual/360 Balloon 08/19/99 10/01/99 5 NAP 09/01/09
195 8.578% Actual/360 Balloon 12/01/99 01/01/00 5 NAP 12/01/09
196 8.813% Actual/360 Balloon 10/01/99 12/01/99 5 NAP 11/01/14
197 8.673% Actual/360 Balloon 08/11/99 10/01/99 5 NAP 09/01/09
198 7.953% Actual/360 Balloon 11/12/98 01/01/99 5 NAP 12/01/08
199 8.578% 30/360 Balloon 08/27/97 10/01/97 10 NAP 09/01/07
200 7.963% Actual/360 Balloon 09/03/99 11/01/99 5 NAP 10/01/09
201 8.078% Actual/360 Balloon 05/25/99 07/01/99 5 NAP 06/01/09
202 8.578% Actual/360 Balloon 06/09/99 08/01/99 5 NAP 07/01/09
203 7.953% Actual/360 Balloon 09/24/98 12/01/98 5 NAP 11/01/08
204 7.963% Actual/360 Balloon 05/27/99 07/01/99 10 NAP 06/01/09
205 9.078% Actual/360 Balloon 08/02/99 10/01/99 5 NAP 09/01/06
206 8.078% Actual/360 Balloon 07/21/99 09/01/99 5 NAP 08/01/09
207 7.693% Actual/360 Fully Amortizing 08/06/98 10/01/98 10 NAP 09/01/18
208 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
209 8.328% Actual/360 Balloon 11/05/98 01/01/99 5 NAP 12/01/08
210 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
211 8.578% Actual/360 Balloon 03/02/99 05/01/99 5 NAP 04/01/09
212 8.578% Actual/360 Balloon 09/14/99 11/01/99 5 NAP 10/01/09
- --------------------------------------------------------------------------------------------------------------
213 8.078% Actual/360 Balloon 12/10/98 02/01/99 5 NAP 01/01/09
213A
213B
- --------------------------------------------------------------------------------------------------------------
214 8.828% Actual/360 Balloon 07/29/99 09/01/99 5 NAP 08/01/09
215 8.143% Actual/360 Balloon 04/13/99 06/01/99 10 NAP 05/01/09
216 8.953% Actual/360 Balloon 07/21/99 09/01/99 5 NAP 08/01/09
217 6.953% Actual/360 Balloon 11/10/98 01/01/99 5 NAP 12/01/08
218 8.603% Actual/360 Balloon 12/10/99 02/01/00 5 NAP 01/01/10
219 7.453% Actual/360 Balloon 01/14/99 03/01/99 5 NAP 02/01/09
220 8.523% Actual/360 Balloon 11/18/99 01/01/00 5 NAP 12/01/09
221 8.453% Actual/360 Balloon 09/29/99 11/01/99 5 NAP 10/01/09
</TABLE>
<TABLE>
<CAPTION>
CALCU-
LATED REMAIN- CALCULATED
ORIGINAL ORIGINAL ING TERM REMAINING
MONTHLY TERM TO AMORT- TO AMORT-
DEBT MATURITY IZATION SEASON- MATURITY IZATION
CONTROL SERVICE /ARD TERM ING /ARD TERM CUT-OFF DATE
NUMBER PAYMENT (MONTHS) (MONTHS) (MONTHS) (MONTHS) (MONTHS) BALANCE
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
168 9,076.64 120 346.37 15 105 331.37 1,285,194.53
169 10,690.11 120 289.30 12 108 277.30 1,285,126.47
- -----------------------------------------------------------------------------------------------------
170 10,590.83 120 300.00 9 111 291.00 1,265,523.31
170A
170B
- -----------------------------------------------------------------------------------------------------
171 9,465.96 120 360.00 10 110 350.00 1,253,201.21
172 9,498.10 120 343.23 12 108 331.23 1,240,509.23
173 9,418.04 120 342.71 12 108 330.71 1,215,941.09
174 10,967.94 120 240.00 9 111 231.00 1,213,892.97
175 9,661.80 120 340.36 11 109 329.36 1,192,865.05
176 9,261.79 120 300.00 7 113 293.00 1,191,800.49
177 9,188.52 120 360.00 6 114 354.00 1,191,440.30
178 10,077.85 120 240.00 20 100 220.00 1,191,028.86
179 10,324.92 84 300.00 9 75 291.00 1,185,590.57
180 9,529.58 120 300.00 29 91 271.00 1,179,962.75
181 10,194.68 120 240.00 20 100 220.00 1,160,198.90
182 8,298.76 120 360.00 12 108 348.00 1,135,768.32
183 8,833.51 120 360.00 11 109 349.00 1,123,198.55
184 8,988.34 120 300.00 25 95 275.00 1,108,725.41
185 11,931.07 180 176.93 14 166 162.93 1,106,990.73
186 8,555.69 120 360.00 8 112 352.00 1,095,753.19
187 7,582.09 120 347.25 17 103 330.25 1,084,891.94
188 8,764.12 120 290.01 15 105 275.01 1,083,192.32
189 7,925.34 120 345.00 15 105 330.00 1,082,470.75
190 9,278.49 120 235.13 16 104 219.13 1,068,761.10
191 9,292.63 240 240.00 11 229 229.00 1,024,554.52
192 7,934.37 120 290.60 14 106 276.60 999,938.16
193 10,267.42 180 177.21 11 169 166.21 995,609.84
194 7,674.97 120 360.00 9 111 351.00 995,333.32
195 8,306.53 120 300.00 6 114 294.00 995,186.67
196 8,337.25 180 300.00 7 173 293.00 994,285.82
197 8,241.83 120 300.00 9 111 291.00 992,424.76
198 7,512.67 120 360.00 18 102 342.00 989,751.96
199 7,956.45 120 360.00 33 87 327.00 979,133.44
200 7,256.51 120 360.00 8 112 352.00 960,874.52
201 7,380.67 120 342.71 12 108 330.71 952,900.75
202 7,608.67 120 340.36 11 109 329.36 939,381.20
203 6,761.40 120 360.00 19 101 341.00 890,126.41
204 6,988.13 120 300.00 12 108 288.00 889,599.06
205 7,655.46 84 300.00 9 75 291.00 879,061.35
206 6,707.64 120 360.00 10 110 350.00 877,898.53
207 7,416.32 240 240.00 21 219 219.00 866,706.97
208 6,664.75 120 300.00 13 107 287.00 854,047.69
209 6,916.18 120 300.00 18 102 282.00 836,266.18
210 6,510.66 120 300.00 13 107 287.00 834,300.81
211 6,537.28 120 340.48 14 106 326.48 805,651.33
212 6,365.16 120 360.00 8 112 352.00 797,127.72
- -----------------------------------------------------------------------------------------------------
213 6,374.57 120 300.00 17 103 283.00 787,123.06
213A
213B
- -----------------------------------------------------------------------------------------------------
214 6,612.63 120 300.00 10 110 290.00 773,970.40
215 6,110.49 120 300.00 13 107 287.00 765,693.60
216 6,252.33 120 360.00 10 110 350.00 756,932.13
217 5,615.66 120 292.63 18 102 274.63 753,022.67
218 5,980.78 120 360.00 5 115 355.00 748,251.82
219 5,430.44 120 345.67 16 104 329.67 741,137.06
220 5,966.86 120 336.00 6 114 330.00 739,942.14
221 6,001.65 120 300.00 8 112 292.00 725,157.00
</TABLE>
<PAGE> 158
GENERAL MORTGAGE LOAN INFORMATION
<TABLE>
<CAPTION>
MORTGAGE MORT- ADMIN-
CONTROL LOAN GAGE ISTRATIVE
NUMBER SELLER LOAN / PROPERTY NAME ORIGINAL BALANCE RATE FEE RATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
222 GCFP Country Square Mobile Home Park 725,000.00 8.880% 0.1075%
223 GCFP 1513-1517 Taylor Avenue 720,000.00 7.920% 0.1075%
224 GCFP Westside Warehouse 650,000.00 8.430% 0.1075%
225 SBRC Heritage House Apartments 650,000.00 8.125% 0.2975%
226 SBRC Troy Building 650,000.00 7.500% 0.2975%
227 SBRC Arlington Manor Mobile Home Park 600,000.00 8.438% 0.2975%
228 GCFP Capitol View Apartments, Charles Apartments & Randolph Apartments 600,000.00 7.790% 0.1075%
229 SBRC Beresford Retail 592,000.00 8.375% 0.2975%
230 SBRC 120 Standard Street 570,000.00 8.500% 0.2975%
231 GCFP 2077-2089 New York Avenue 550,000.00 8.870% 0.1075%
232 SBRC Blair Place Duplexes 547,500.00 8.375% 0.2975%
233 SBRC 18714 Parthenia Street 550,000.00 7.750% 0.2975%
234 GCFP Thornapple Apartments 544,000.00 7.980% 0.1075%
235 GCFP 2800 Oakmont Drive 540,000.00 8.950% 0.1075%
236 SBRC Fox Tile 525,000.00 8.625% 0.2975%
237 SBRC 471 Prospect Street 525,000.00 7.625% 0.2975%
238 GCFP Barclay Arms Apartments 520,000.00 8.940% 0.1075%
239 SBRC Wishney 500,000.00 8.375% 0.2975%
240 GCFP Elmgrove Apartments 485,000.00 7.980% 0.1075%
241 SBRC Centennial Apartments 475,000.00 9.125% 0.2975%
242 SBRC Vanguard Industrial Building 475,000.00 8.875% 0.2975%
243 GCFP 135-145 Orange Street Apartments 460,000.00 8.700% 0.1075%
244 SBRC Brentwood Village Apartments 459,000.00 8.250% 0.2975%
245 GCFP Seoul Plaza 450,000.00 9.150% 0.1075%
246 SBRC Glendale Apartments 440,000.00 9.125% 0.2975%
247 GCFP Riverview Apartments 415,000.00 8.280% 0.1075%
248 GCFP 820 Linden Boulevard 420,000.00 8.210% 0.1075%
249 GCFP Vail Valley Auto 400,000.00 8.150% 0.1075%
250 GCFP Hawthorne Apartments II 385,000.00 7.980% 0.1075%
251 GCFP 2096 Saint Georges Avenue 375,000.00 8.170% 0.1075%
252 SBRC Notre Dame Apartments 370,000.00 8.500% 0.2975%
253 GCFP Nash Multi-family Apartments 355,000.00 8.340% 0.1075%
254 SBRC Somers Apartments 350,000.00 8.750% 0.2975%
255 GCFP Foxglove Apartments, Phase I 340,000.00 7.980% 0.1075%
256 SBRC Muse Apartments 322,875.00 8.625% 0.2975%
257 GCFP Chalmer Place 315,000.00 9.180% 0.1075%
258 GCFP Ivy Court Apartments 306,000.00 7.980% 0.1075%
259 GCFP Royce Apartments 300,000.00 8.390% 0.1075%
260 SBRC C. Martin Company 300,000.00 9.750% 0.2975%
261 GCFP Aster Court Apartments 290,000.00 7.980% 0.1075%
262 GCFP Zora Lee Apartments 284,000.00 8.610% 0.1075%
263 GCFP Foxglove II Apartments 260,000.00 7.980% 0.1075%
264 GCFP Indiana Street Apartments 250,000.00 7.900% 0.1075%
265 GCFP "A" Street Apartments 246,000.00 7.960% 0.1075%
266 GCFP The Colonial Apartments 240,000.00 8.250% 0.1075%
267 GCFP Taylene Court Apartments 235,000.00 8.060% 0.1075%
268 GCFP Myrtle Street Apartments 225,000.00 8.700% 0.1075%
</TABLE>
<TABLE>
<CAPTION>
ANTICI-
NET PATED SCHED-
MORT- INTEREST FIRST REPAY- ULED
CONTROL GAGE ACCRUAL PAYMENT GRACE MENT MATURITY
NUMBER RATE METHOD LOAN TYPE NOTE DATE DATE PERIOD DATE DATE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
222 8.773% Actual/360 Balloon 06/11/99 08/01/99 10 NAP 07/01/09
223 7.813% Actual/360 Balloon 08/24/98 10/01/98 10 NAP 09/01/08
224 8.323% Actual/360 Balloon 07/22/99 09/01/99 5 NAP 08/01/09
225 7.828% Actual/360 Balloon 12/21/98 02/01/99 5 NAP 01/01/09
226 7.203% Actual/360 Balloon 10/19/98 12/01/98 5 NAP 11/01/08
227 8.140% Actual/360 Balloon 11/30/99 01/01/00 5 NAP 12/01/09
228 7.683% Actual/360 Balloon 04/14/99 06/01/99 10 NAP 05/01/09
229 8.078% Actual/360 Balloon 01/08/99 03/01/99 5 NAP 02/01/09
230 8.203% Actual/360 Balloon 12/11/98 02/01/99 5 NAP 01/01/09
231 8.763% Actual/360 Balloon 09/29/99 11/01/99 5 NAP 10/01/09
232 8.078% Actual/360 Balloon 12/10/98 02/01/99 5 NAP 01/01/09
233 7.453% Actual/360 Balloon 09/03/98 11/01/98 5 NAP 10/01/08
234 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
235 8.843% Actual/360 Balloon 09/10/99 11/01/99 5 NAP 10/01/09
236 8.328% Actual/360 Balloon 01/05/99 03/01/99 5 NAP 02/01/09
237 7.328% Actual/360 Balloon 01/13/99 03/01/99 5 NAP 02/01/09
238 8.833% Actual/360 Balloon 07/28/99 09/01/99 5 NAP 08/01/19
239 8.078% Actual/360 Balloon 12/16/98 02/01/99 5 NAP 01/01/09
240 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
241 8.828% Actual/360 Balloon 05/19/99 07/01/99 5 NAP 06/01/09
242 8.578% Actual/360 Balloon 10/29/98 12/01/98 5 NAP 11/01/08
243 8.593% Actual/360 Balloon 11/22/99 01/01/00 5 NAP 12/01/09
244 7.953% Actual/360 Balloon 10/05/98 12/01/98 5 NAP 11/01/08
245 9.043% Actual/360 Balloon 10/19/99 12/01/99 5 NAP 11/01/09
246 8.828% Actual/360 Balloon 10/26/99 12/01/99 5 NAP 11/01/09
247 8.173% Actual/360 Balloon 06/01/99 08/01/99 10 NAP 07/01/09
248 8.103% Actual/360 Balloon 03/12/99 05/01/99 10 NAP 04/01/09
249 8.043% Actual/360 Balloon 09/18/98 11/01/98 10 NAP 10/01/08
250 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
251 8.063% Actual/360 Balloon 02/10/99 04/01/99 10 NAP 03/01/09
252 8.203% Actual/360 Balloon 12/30/98 02/01/99 5 NAP 01/01/09
253 8.233% Actual/360 Balloon 09/01/99 11/01/99 5 NAP 10/01/09
254 8.453% Actual/360 Balloon 09/17/99 11/01/99 5 NAP 10/01/09
255 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
256 8.328% Actual/360 Balloon 12/15/98 02/01/99 5 NAP 01/01/09
257 9.073% Actual/360 Fully Amortizing 11/19/99 01/01/00 5 NAP 12/01/19
258 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
259 8.283% 30/360 Fully Amortizing 05/07/99 07/01/99 10 NAP 06/01/19
260 9.453% Actual/360 Fully Amortizing 10/28/99 12/01/99 5 NAP 11/01/11
261 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
262 8.503% Actual/360 Balloon 12/09/99 02/01/00 5 NAP 01/01/10
263 7.873% Actual/360 Balloon 04/29/99 06/01/99 10 NAP 05/01/09
264 7.793% Actual/360 Balloon 04/14/99 06/01/99 10 NAP 05/01/09
265 7.853% Actual/360 Balloon 01/11/99 03/01/99 10 NAP 02/01/09
266 8.143% Actual/360 Balloon 10/08/98 12/01/98 10 NAP 11/01/08
267 7.953% 30/360 Balloon 09/24/98 11/01/98 10 NAP 10/01/18
268 8.593% Actual/360 Balloon 11/22/99 01/01/00 5 NAP 12/01/09
</TABLE>
<TABLE>
<CAPTION>
CALCU-
LATED REMAIN- CALCULATED
ORIGINAL ORIGINAL ING TERM REMAINING
MONTHLY TERM TO AMORT- TO AMORT-
DEBT MATURITY IZATION SEASON- MATURITY IZATION
CONTROL SERVICE /ARD TERM ING /ARD TERM CUT-OFF DATE
NUMBER PAYMENT (MONTHS) (MONTHS) (MONTHS) (MONTHS) (MONTHS) BALANCE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
222 6,024.71 120 300.00 11 109 289.00 718,584.02
223 5,518.97 120 300.00 21 99 279.00 704,282.87
224 5,203.35 120 300.00 10 110 290.00 644,208.11
225 5,121.41 120 290.67 17 103 273.67 638,130.36
226 5,236.36 120 240.00 19 101 221.00 627,514.38
227 5,183.23 120 240.00 6 114 234.00 594,538.78
228 4,547.74 120 300.00 13 107 287.00 592,119.45
229 4,499.63 120 360.00 16 104 344.00 586,644.61
230 4,589.79 120 300.00 17 103 283.00 561,038.23
231 4,566.72 120 300.00 8 112 292.00 546,440.14
232 4,362.59 120 300.00 17 103 283.00 538,687.46
233 4,154.31 120 300.00 20 100 280.00 538,306.29
234 4,191.48 120 300.00 13 107 287.00 537,111.98
235 4,513.19 120 300.00 8 112 292.00 536,562.37
236 4,315.33 120 289.71 16 104 273.71 516,620.50
237 3,959.75 120 291.77 16 104 275.77 515,209.45
238 4,658.53 240 240.00 10 230 230.00 512,551.71
239 3,984.10 120 300.00 17 103 283.00 491,952.03
240 3,736.89 120 300.00 13 107 287.00 478,859.01
241 3,911.09 120 339.36 12 108 327.36 472,008.93
242 3,779.31 120 360.00 19 101 341.00 470,577.63
243 3,766.25 120 300.00 6 114 294.00 457,704.49
244 3,618.99 120 300.00 19 101 281.00 450,509.51
245 3,822.71 120 300.00 7 113 293.00 447,545.53
246 3,730.20 120 300.00 7 113 293.00 437,587.79
247 3,280.39 120 300.00 11 109 289.00 410,846.03
248 3,568.14 120 240.00 14 106 226.00 410,524.89
249 3,127.12 120 300.00 20 100 280.00 392,098.34
250 2,966.39 120 300.00 13 107 287.00 380,125.29
251 2,936.67 120 300.00 15 105 285.00 369,676.83
252 3,009.89 120 289.86 17 103 272.86 363,632.31
253 2,820.38 120 300.00 8 112 292.00 352,441.97
254 2,753.45 120 360.00 8 112 352.00 348,696.54
255 2,619.67 120 300.00 13 107 287.00 335,695.05
256 2,653.35 120 289.92 17 103 272.92 317,444.64
257 2,870.70 240 240.00 6 234 234.00 312,426.03
258 2,357.70 120 300.00 13 107 287.00 302,125.59
259 2,582.62 240 240.00 12 228 228.00 293,949.40
260 3,566.40 144 142.15 7 137 135.15 292,148.47
261 2,234.43 120 300.00 13 107 287.00 286,328.06
262 2,205.89 120 360.00 5 115 355.00 283,284.01
263 2,003.28 120 300.00 13 107 287.00 256,707.94
264 1,913.01 120 300.00 13 107 287.00 246,785.14
265 1,892.15 120 300.00 16 104 284.00 241,954.40
266 1,892.28 120 300.00 19 101 281.00 235,560.58
267 1,823.12 240 300.00 20 220 280.00 229,780.70
268 1,842.19 120 300.00 6 114 294.00 223,877.18
</TABLE>
<PAGE> 159
MORTGAGE LOAN PREPAYMENT INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PREPAYMENT PROVISIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 SBRC Putnam Building LO(37)/Defeasance(130)/Free(4)
2 GCFP Jovanna Villas Apartments LO(29)/Defeasance(87)/Free(4)
3 GCFP Los Cabos II Apartments LO(29)/Defeasance(87)/Free(4)
4 GCFP Sunrise Plaza Shopping Center LO(29)/Defeasance(87)/Free(4)
5 GCFP Hasbrouck & Torview Apartments LO(31)/Defeasance(85)/Free(4)
- ----------------------------------------------------------------------------------------------------------------------------
6 SBRC Muncie Apartments Portfolio LO(119)/YM(114)/Free(7)
6A SBRC Silvertree Apartments
6B SBRC Windsong Apartments
6C SBRC Autumn Breeze Apartments
6D SBRC Sunreach Apartments
6E SBRC Everbrook Apartments
6F SBRC Cardinal Villa Apartments
- ----------------------------------------------------------------------------------------------------------------------------
7 SBRC Sports Arena Village LO(119)/YM(72)/Free(49)
8 GCFP Holiday Inn Somerset LO(34)/Defeasance(82)/Free(4)
9 GCFP Southridge Shopping Center LO(28)/Defeasance(88)/Free(4)
10 GCFP Stewart Plaza LO(36)/Defeasance(80)/Free(4)
11 GCFP The Carriage Building (Building 39) LO(31)/Defeasance(85)/Free(4)
12 GCFP 1000 Adams Avenue LO(33)/Defeasance(83)/Free(4)
13 GCFP 101 West Avenue LO(34)/Defeasance(82)/Free(4)
14 GCFP Clearview Farms Apartments LO(48)/Defeasance(68)/Free(4)
15 GCFP The TJ Building LO(33)/Defeasance(83)/Free(4)
16 GCFP International Precision Components Corp. Building LO(29)/Defeasance(87)/Free(4)
17 GCFP 480 Sprague Street LO(30)/Defeasance(86)/Free(4)
18 GCFP 990 Spring Garden Street LO(29)/Defeasance(87)/Free(4)
19 SBRC Los Altos Woods Office Building LO(33)/Defeasance(84)/Free(3)
20 GCFP 655 Merrick Avenue LO(34)/Defeasance(82)/Free(4)
21 GCFP Nicholson Plaza LO(35)/Defeasance(81)/Free(4)
22 GCFP Ventura Village Shopping Center LO(28)/Defeasance(88)/Free(4)
23 SBRC Bridgetown 1 Office Building LO(31)/Defeasance(86)/Free(3)
24 GCFP Courtyard Center LO(35)/Defeasance(81)/Free(4)
25 GCFP Raymour & Flanigan Plaza A LO(32)/Defeasance(84)/Free(4)
26 GCFP 4707 East Baseline Road LO(29)/Defeasance(87)/Free(4)
27 GCFP Holiday Inn Arena LO(37)/Defeasance(79)/Free(4)
28 GCFP Kentbrook Apartments LO(30)/Defeasance(83)/Free(7)
29 GCFP Ramada Plaza Hotel and Office Building LO(37)/Defeasance(79)/Free(4)
30 GCFP Quail Park I LO(28)/Defeasance(88)/Free(4)
31 GCFP 139 Main Street LO(36)/Defeasance(80)/Free(4)
32 GCFP Holiday Inn University LO(37)/Defeasance(79)/Free(4)
33 GCFP PRG - Scenic Technologies LO(35)/Defeasance(81)/Free(4)
34 GCFP Raymour & Flanigan Plaza B LO(29)/Defeasance(87)/Free(4)
35 GCFP West County Professional and Medical Center LO(29)/Defeasance(87)/Free(4)
36 SBRC Herndon Plaza Retail Center LO(8)/YM(119)/Free(1)
37 GCFP 15250 Avenue of Science LO(59)/Grtr1%UPBorYM(57)/Free(4)
38 GCFP The Barnyard Retail Center LO(44)/Defeasance(72)/Free(4)
39 GCFP 711 Madison Avenue LO(34)/Defeasance(82)/Free(4)
40 SBRC 132 South Rodeo Drive LO(33)/Defeasance(84)/Free(3)
41 GCFP 4001 Fairview Industrial Drive Southeast LO(29)/Defeasance(87)/Free(4)
42 GCFP The Parris Building (Building 34) LO(33)/Defeasance(83)/Free(4)
43 SBRC Cherry Tree Shopping Center LO(30)/Defeasance(86)/Free(4)
44 SBRC 1916-1928 Old Middlefield Road LO(33)/Defeasance(84)/Free(3)
45 GCFP Days Inn Singer Island LO(35)/Defeasance(81)/Free(4)
46 GCFP The Sports Authority LO(39)/Defeasance(137)/Free(4)
47 GCFP Grand Union Supermarket LO(33)/Defeasance(78)/Free(4)
48 GCFP Parklawn Center LO(30)/Defeasance(86)/Free(4)
49 GCFP Two World's Fair Drive LO(35)/Defeasance(81)/Free(4)
50 GCFP Arden Woods Office Building LO(29)/Defeasance(87)/Free(4)
51 GCFP 350 Centerpointe LO(48)/Defeasance(68)/Free(4)
52 GCFP Erie Canal Commons LO(37)/Defeasance(79)/Free(4)
53 GCFP Executive Center Northridge LO(31)/Defeasance(82)/Free(7)
</TABLE>
<TABLE>
<CAPTION>
YIELD YIELD
LOCKOUT DEFEASE DEFEASE MAINTENANCE MAINTENANCE
CONTROL PERIOD START END PERIOD START PERIOD END
NUMBER END DATE DATE DATE DATE DATE
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 06/30/02 07/01/02 04/30/13 NAP NAP
2 06/30/02 07/01/02 09/30/09 NAP NAP
3 06/30/02 07/01/02 09/30/09 NAP NAP
4 06/30/02 07/01/02 09/30/09 NAP NAP
5 06/30/02 07/01/02 07/31/09 NAP NAP
- --------------------------------------------------------------------------
6 06/30/08 NAP NAP 07/01/08 12/31/17
6A
6B
6C
6D
6E
6F
- --------------------------------------------------------------------------
7 05/31/08 NAP NAP 06/01/08 05/31/14
8 06/30/02 07/01/02 04/30/09 NAP NAP
9 06/30/02 07/01/02 10/31/09 NAP NAP
10 06/30/02 07/01/02 02/28/09 NAP NAP
11 06/30/02 07/01/02 07/31/09 NAP NAP
12 06/30/02 07/01/02 05/31/09 NAP NAP
13 06/30/02 07/01/02 04/30/09 NAP NAP
14 01/31/04 02/01/04 09/30/09 NAP NAP
15 06/30/02 07/01/02 05/31/09 NAP NAP
16 06/30/02 07/01/02 09/30/09 NAP NAP
17 06/30/02 07/01/02 08/31/09 NAP NAP
18 06/30/02 07/01/02 09/30/09 NAP NAP
19 06/30/02 07/01/02 06/30/09 NAP NAP
20 06/30/02 07/01/02 04/30/09 NAP NAP
21 06/30/02 07/01/02 03/31/09 NAP NAP
22 06/30/02 07/01/02 10/31/09 NAP NAP
23 06/30/02 07/01/02 08/31/09 NAP NAP
24 06/30/02 07/01/02 03/31/09 NAP NAP
25 06/30/02 07/01/02 06/30/09 NAP NAP
26 06/30/02 07/01/02 09/30/09 NAP NAP
27 06/30/02 07/01/02 01/31/09 NAP NAP
28 06/30/02 07/01/02 05/31/09 NAP NAP
29 06/30/02 07/01/02 01/31/09 NAP NAP
30 06/30/02 07/01/02 10/31/09 NAP NAP
31 06/30/02 07/01/02 02/28/09 NAP NAP
32 06/30/02 07/01/02 01/31/09 NAP NAP
33 06/30/02 07/01/02 03/31/09 NAP NAP
34 06/30/02 07/01/02 09/30/09 NAP NAP
35 06/30/02 07/01/02 09/30/09 NAP NAP
36 03/31/00 NAP NAP 04/01/00 02/28/10
37 08/31/03 NAP NAP 09/01/03 05/30/08
38 06/30/02 07/01/02 06/30/08 NAP NAP
39 06/30/02 07/01/02 04/30/09 NAP NAP
40 06/30/02 07/01/02 06/30/09 NAP NAP
41 06/30/02 07/01/02 09/30/09 NAP NAP
42 06/30/02 07/01/02 05/31/09 NAP NAP
43 06/30/02 07/01/02 08/31/09 NAP NAP
44 06/30/02 07/01/02 06/30/09 NAP NAP
45 06/30/02 07/01/02 03/31/09 NAP NAP
46 06/30/02 07/01/02 11/30/13 NAP NAP
47 06/30/02 07/01/02 12/31/08 NAP NAP
48 06/30/02 07/01/02 08/31/09 NAP NAP
49 06/30/02 07/01/02 03/31/09 NAP NAP
50 06/30/02 07/01/02 09/30/09 NAP NAP
51 08/31/03 09/01/03 04/30/09 NAP NAP
52 06/30/02 07/01/02 01/31/09 NAP NAP
53 06/30/02 07/01/02 04/30/09 NAP NAP
</TABLE>
<TABLE>
<CAPTION>
PREPAYMENT PREPAYMENT
PENALTY PENALTY YIELD
CONTROL START END YIELD MAINTENANCE MAINTENANCE
NUMBER DATE DATE CALCULATION METHOD INTEREST RATE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 NAP NAP NAP NAP
2 NAP NAP NAP NAP
3 NAP NAP NAP NAP
4 NAP NAP NAP NAP
5 NAP NAP NAP NAP
- ------------------------------------------------------------------------------------
6 NAP NAP Interest Differential Treasury Flat
6A
6B
6C
6D
6E
6F
- ------------------------------------------------------------------------------------
7 NAP NAP Present Value Treasury Flat
8 NAP NAP NAP NAP
9 NAP NAP NAP NAP
10 NAP NAP NAP NAP
11 NAP NAP NAP NAP
12 NAP NAP NAP NAP
13 NAP NAP NAP NAP
14 NAP NAP NAP NAP
15 NAP NAP NAP NAP
16 NAP NAP NAP NAP
17 NAP NAP NAP NAP
18 NAP NAP NAP NAP
19 NAP NAP NAP NAP
20 NAP NAP NAP NAP
21 NAP NAP NAP NAP
22 NAP NAP NAP NAP
23 NAP NAP NAP NAP
24 NAP NAP NAP NAP
25 NAP NAP NAP NAP
26 NAP NAP NAP NAP
27 NAP NAP NAP NAP
28 NAP NAP NAP NAP
29 NAP NAP NAP NAP
30 NAP NAP NAP NAP
31 NAP NAP NAP NAP
32 NAP NAP NAP NAP
33 NAP NAP NAP NAP
34 NAP NAP NAP NAP
35 NAP NAP NAP NAP
36 NAP NAP Simple Interest Treasury Flat
37 NAP NAP Present Value Treasury Flat
38 NAP NAP NAP NAP
39 NAP NAP NAP NAP
40 NAP NAP NAP NAP
41 NAP NAP NAP NAP
42 NAP NAP NAP NAP
43 NAP NAP NAP NAP
44 NAP NAP NAP NAP
45 NAP NAP NAP NAP
46 NAP NAP NAP NAP
47 NAP NAP NAP NAP
48 NAP NAP NAP NAP
49 NAP NAP NAP NAP
50 NAP NAP NAP NAP
51 NAP NAP NAP NAP
52 NAP NAP NAP NAP
53 NAP NAP NAP NAP
</TABLE>
<PAGE> 160
MORTGAGE LOAN PREPAYMENT INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PREPAYMENT PROVISIONS
=============================================================================================================================
<S> <C> <C> <C>
54 SBRC Jester Village Retail Center LO(30)/Defeasance(86)/Free(4)
55 GCFP Suncreek Corporate Center LO(30)/Defeasance(86)/Free(4)
56 GCFP Airport Business Plaza LO(59)/Grtr1%UPBorYM(58)/Free(3)
57 SBRC Otay Distribution Center LO(29)/Defeasance(87)/Free(4)
58 GCFP Groesbeck Industrial Park LO(28)/Defeasance(88)/Free(4)
59 GCFP A Safe Self Storage LO(31)/Defeasance(85)/Free(4)
60 GCFP Audobon One LO(35)/Defeasance(81)/Free(4)
61 GCFP Quail Valley Apartments LO(30)/Defeasance(86)/Free(4)
62 SBRC Valley Sunset Center LO(60)/Grtr1%UPBorYM(56)/Free(4)
63 GCFP Tangerine Hill Apartments LO(37)/Defeasance(79)/Free(4)
64 GCFP Modesto Imaging Center LO(30)/Defeasance(86)/Free(4)
65 GCFP Beechnut Grove Apartments LO(30)/Defeasance(50)/Free(4)
66 GCFP Woodvine Apartments LO(30)/Defeasance(50)/Free(4)
67 GCFP Holiday Inn Kennedy Space Center LO(37)/Defeasance(79)/Free(4)
68 GCFP Chateau Resort & Conf. LO(33)/Defeasance(83)/Free(4)
69 GCFP West Pointe Apartments LO(31)/Defeasance(85)/Free(4)
70 GCFP Auburn Hills Industrial Center LO(28)/Defeasance(88)/Free(4)
71 SBRC Ponderosa Village Shopping Center LO(35)/Defeasance(82)/Free(3)
72 SBRC Heinz Apartments LO(31)/Defeasance(86)/Free(3)
73 GCFP Barcelona Apartments LO(33)/Defeasance(80)/Free(7)
74 SBRC Highbury Court Apartments LO(35)/Defeasance(82)/Free(3)
75 GCFP BankBoston Building LO(31)/Defeasance(85)/Free(4)
76 SBRC Northwest Plaza Shopping Center LO(32)/Defeasance(85)/Free(3)
77 GCFP 43 West 47th Street LO(48)/Defeasance(68)/Free(4)
78 SBRC 58-38 Page Place LO(34)/Defeasance(83)/Free(3)
79 GCFP 3832-3844 Sepulveda Boulevard LO(59)/Grtr1%UPBorYM(54)/Free(7)
80 SBRC Sweetwater Plaza East LO(47)/YM(66)/Free(7)
81 SBRC Duane Reade Maspeth LO(36)/Defeasance(80)/Free(4)
82 GCFP Fairfield Inn Houma LO(37)/Defeasance(259)/Free(4)
83 SBRC Brentwood Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4)
84 SBRC Whitehall Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4)
85 SBRC Wind River Park Plaza LO(33)/Defeasance(84)/Free(3)
86 SBRC Newport Victoria Plaza LO(33)/Defeasance(84)/Free(3)
87 SBRC Haverty Furniture Store LO(33)/Defeasance(84)/Free(3)
88 GCFP Westgate Office Center LO(33)/Defeasance(83)/Free(4)
89 GCFP Commonwealth Park LO(32)/Defeasance(84)/Free(4)
- -----------------------------------------------------------------------------------------------------------------------------
90 SBRC New Jersey Portfolio LO(35)/Defeasance(81)/Free(4)
90A SBRC 5004 Palisades
90B SBRC 727 & 727A 25th Street
90C SBRC Franklin's Tower Two
90D SBRC Franklin's Tower One
- -----------------------------------------------------------------------------------------------------------------------------
91 GCFP Centerpointe 24-Hour Fitness LO(32)/Defeasance(84)/Free(4)
92 GCFP Keats Plaza LO(30)/Defeasance(86)/Free(4)
93 SBRC South Pointe Townhomes LO(29)/Defeasance(70)/Free(4)
94 GCFP Glenmoor Green I Apartments LO(30)/Defeasance(83)/Free(7)
95 SBRC Alameda Shopping Center LO(34)/Defeasance(82)/Free(4)
96 SBRC 41 North Division Street LO(32)/Defeasance(85)/Free(3)
97 GCFP Glenmoor Green II Apartments LO(30)/Defeasance(83)/Free(7)
98 GCFP Flagship Wharf Commercial Condominium LO(36)/Defeasance(80)/Free(4)
99 GCFP South Park Center LO(33)/Defeasance(83)/Free(4)
100 GCFP 1952 West El Camino LO(34)/Defeasance(82)/Free(4)
101 SBRC Office Max Traverse LO(84)/Grtr1%UPBorYM(145)/Free(2)
102 GCFP Rockland Multi-family Residences LO(33)/Defeasance(83)/Free(4)
103 GCFP Realty Expert Building LO(48)/Defeasance(68)/Free(4)
104 GCFP 75 Bermar Park, Nickel Office Building & Tonida Office Building LO(48)/Defeasance(68)/Free(4)
105 SBRC Office Max Mankato LO(84)/Grtr1%UPBorYM(145)/Free(2)
106 SBRC Office Max Martinsburg LO(84)/Grtr1%UPBorYM(144)/Free(2)
107 GCFP Kmart South Bend LO(32)/Defeasance(84)/Free(4)
</TABLE>
<TABLE>
<CAPTION>
YIELD YIELD
LOCKOUT DEFEASE DEFEASE MAINTENANCE MAINTENANCE
CONTROL PERIOD START END PERIOD START PERIOD END
NUMBER END DATE DATE DATE DATE DATE
==========================================================================
<S> <C> <C> <C> <C> <C>
54 06/30/02 07/01/02 08/31/09 NAP NAP
55 06/30/02 07/01/02 08/31/09 NAP NAP
56 08/31/03 NAP NAP 09/01/03 06/30/08
57 06/30/02 07/01/02 09/30/09 NAP NAP
58 06/30/02 07/01/02 10/31/09 NAP NAP
59 06/30/02 07/01/02 07/31/09 NAP NAP
60 06/30/02 07/01/02 03/31/09 NAP NAP
61 06/30/02 07/01/02 08/31/09 NAP NAP
62 03/31/03 NAP NAP 04/01/03 11/30/07
63 06/30/02 07/01/02 01/31/09 NAP NAP
64 06/30/02 07/01/02 08/31/09 NAP NAP
65 06/30/02 07/01/02 08/31/06 NAP NAP
66 06/30/02 07/01/02 08/31/06 NAP NAP
67 06/30/02 07/01/02 01/31/09 NAP NAP
68 06/30/02 07/01/02 05/31/09 NAP NAP
69 06/30/02 07/01/02 07/31/09 NAP NAP
70 06/30/02 07/01/02 10/31/09 NAP NAP
71 06/30/02 07/01/02 04/30/09 NAP NAP
72 06/30/02 07/01/02 08/31/09 NAP NAP
73 06/30/02 07/01/02 02/28/09 NAP NAP
74 06/30/02 07/01/02 04/30/09 NAP NAP
75 06/30/02 07/01/02 07/31/09 NAP NAP
76 06/30/02 07/01/02 07/31/09 NAP NAP
77 10/31/03 11/01/03 06/30/09 NAP NAP
78 06/30/02 07/01/02 05/31/09 NAP NAP
79 08/31/03 NAP NAP 09/01/03 02/29/08
80 03/31/02 NAP NAP 04/01/02 09/30/07
81 06/30/02 07/01/02 02/28/09 NAP NAP
82 06/30/02 07/01/02 01/31/24 NAP NAP
83 04/30/04 NAP NAP 05/01/04 01/31/09
84 04/30/04 NAP NAP 05/01/04 01/31/09
85 06/30/02 07/01/02 06/30/09 NAP NAP
86 06/30/02 07/01/02 06/30/09 NAP NAP
87 06/30/02 07/01/02 06/30/09 NAP NAP
88 06/30/02 07/01/02 05/31/09 NAP NAP
89 06/30/02 07/01/02 06/30/09 NAP NAP
- --------------------------------------------------------------------------
90 05/31/02 06/01/02 02/28/09 NAP NAP
90A
90B
90C
90D
- --------------------------------------------------------------------------
91 06/30/02 07/01/02 06/30/09 NAP NAP
92 06/30/02 07/01/02 08/31/09 NAP NAP
93 06/30/02 07/01/02 04/30/08 NAP NAP
94 06/30/02 07/01/02 05/31/09 NAP NAP
95 06/30/02 07/01/02 04/30/09 NAP NAP
96 06/30/02 07/01/02 07/31/09 NAP NAP
97 06/30/02 07/01/02 05/31/09 NAP NAP
98 06/30/02 07/01/02 02/28/09 NAP NAP
99 06/30/02 07/01/02 05/31/09 NAP NAP
100 06/30/02 07/01/02 04/30/09 NAP NAP
101 10/31/04 NAP NAP 11/01/04 11/30/16
102 06/30/02 07/01/02 05/31/09 NAP NAP
103 11/30/03 12/01/03 07/31/09 NAP NAP
104 10/31/03 11/01/03 06/30/09 NAP NAP
105 02/28/05 NAP NAP 03/01/05 03/31/17
106 11/30/05 NAP NAP 12/01/05 11/30/17
107 06/30/02 07/01/02 06/30/09 NAP NAP
</TABLE>
<TABLE>
<CAPTION>
PREPAYMENT PREPAYMENT
PENALTY PENALTY YIELD
CONTROL START END YIELD MAINTENANCE MAINTENANCE
NUMBER DATE DATE CALCULATION METHOD INTEREST RATE
====================================================================================
<S> <C> <C> <C> <C>
54 NAP NAP NAP NAP
55 NAP NAP NAP NAP
56 NAP NAP Present Value Treasury Flat
57 NAP NAP NAP NAP
58 NAP NAP NAP NAP
59 NAP NAP NAP NAP
60 NAP NAP NAP NAP
61 NAP NAP NAP NAP
62 NAP NAP Present Value Treasury Flat
63 NAP NAP NAP NAP
64 NAP NAP NAP NAP
65 NAP NAP NAP NAP
66 NAP NAP NAP NAP
67 NAP NAP NAP NAP
68 NAP NAP NAP NAP
69 NAP NAP NAP NAP
70 NAP NAP NAP NAP
71 NAP NAP NAP NAP
72 NAP NAP NAP NAP
73 NAP NAP NAP NAP
74 NAP NAP NAP NAP
75 NAP NAP NAP NAP
76 NAP NAP NAP NAP
77 NAP NAP NAP NAP
78 NAP NAP NAP NAP
79 NAP NAP Present Value Treasury Flat
80 NAP NAP Interest Differential Treasury Flat
81 NAP NAP NAP NAP
82 NAP NAP NAP NAP
83 NAP NAP Present Value Treasury Flat
84 NAP NAP Present Value Treasury Flat
85 NAP NAP NAP NAP
86 NAP NAP NAP NAP
87 NAP NAP NAP NAP
88 NAP NAP NAP NAP
89 NAP NAP NAP NAP
- ------------------------------------------------------------------------------------
90 NAP NAP NAP NAP
90A
90B
90C
90D
- ------------------------------------------------------------------------------------
91 NAP NAP NAP NAP
92 NAP NAP NAP NAP
93 NAP NAP NAP NAP
94 NAP NAP NAP NAP
95 NAP NAP NAP NAP
96 NAP NAP NAP NAP
97 NAP NAP NAP NAP
98 NAP NAP NAP NAP
99 NAP NAP NAP NAP
100 NAP NAP NAP NAP
101 NAP NAP Present Value Treasury Flat
102 NAP NAP NAP NAP
103 NAP NAP NAP NAP
104 NAP NAP NAP NAP
105 NAP NAP Present Value Treasury Flat
106 NAP NAP Present Value Treasury Flat
107 NAP NAP NAP NAP
</TABLE>
<PAGE> 161
MORTGAGE LOAN PREPAYMENT INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PREPAYMENT PROVISIONS
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
108 GCFP Wolfie's Plaza LO(35)/Defeasance(81)/Free(4)
109 GCFP 200-220 West 1st Street LO(48)/Defeasance(68)/Free(4)
110 GCFP The Loring Building LO(33)/Defeasance(83)/Free(4)
111 GCFP Park Paloma Apartments LO(32)/Defeasance(84)/Free(4)
112 GCFP Mitchell Building LO(37)/Defeasance(79)/Free(4)
113 GCFP Kennedy I Office Building LO(28)/Defeasance(90)/Free(2)
114 SBRC Holiday Inn Express LO(35)/Defeasance(81)/Free(4)
115 GCFP 16300 Addison Road Office Building LO(33)/Defeasance(83)/Free(4)
116 GCFP Fairfield Inn Jackson LO(37)/Defeasance(259)/Free(4)
117 SBRC Amberwood Mobile Home Park LO(35)/Defeasance(82)/Free(3)
118 SBRC Carson Commerce Center LO(34)/Defeasance(82)/Free(4)
119 GCFP Nome Plaza Shopping Center LO(48)/Defeasance(68)/Free(4)
120 GCFP River Park Shopping Center LO(36)/Defeasance(80)/Free(4)
121 SBRC Fountain Plaza LO(44)/Defeasance(72)/Free(4)
122 GCFP Fairfield Inn Hattiesburg LO(37)/Defeasance(259)/Free(4)
123 GCFP Fairfield Inn Lake Charles-Sulphur LO(37)/Defeasance(259)/Free(4)
124 SBRC Hampton Inn Blythe LO(60)/Grtr1%UPBorYM(174)/Free(6)
125 SBRC The Grove Shopping Center LO(30)/Defeasance(86)/Free(4)
126 GCFP 475-499 Hillside Avenue LO(96)/Defeasance(77)/Free(7)
127 SBRC Copeland Shopping Center LO(32)/Defeasance(84)/Free(4)
128 GCFP The Fleet Building LO(31)/Defeasance(85)/Free(4)
129 GCFP Commack Tower Plaza LO(36)/Defeasance(80)/Free(4)
130 GCFP Shoppes of Northshore LO(35)/Defeasance(81)/Free(4)
131 SBRC Las Posadas Shopping Center LO(35)/Defeasance(81)/Free(4)
132 SBRC The Ville Apartments LO(35)/Defeasance(81)/Free(4)
133 GCFP Amelia Court Apartments Grtr1%UPBorYM(116)/Free(4)
134 SBRC Long Street Townhouses LO(33)/Defeasance(83)/Free(4)
135 GCFP Silverbrook Apartments LO(48)/Defeasance(68)/Free(4)
136 SBRC Garden Apartments LO(35)/Defeasance(81)/Free(4)
137 GCFP Westchester and New Haven Apartments LO(35)/Defeasance(81)/Free(4)
138 SBRC Madison Midtown Shopping Center LO(34)/Defeasance(82)/Free(4)
139 SBRC Cleveland Corners Shopping Center LO(34)/Defeasance(82)/Free(4)
140 SBRC Park Place Apartments LO(35)/Defeasance(81)/Free(4)
141 GCFP Horizons Apartments LO(34)/Defeasance(82)/Free(4)
142 GCFP Regency Square Apartments Grtr1%UPBorYM(83)/3%UPB(12)/
2%UPB(12)/1%UPB(6)/Free(7)
143 SBRC Federal Express LO(43)/Defeasance(70)/Free(7)
144 SBRC Levittown Professional Building LO(35)/Grtr1%UPBorYM(81)/Free(4)
145 SBRC 3311 Richmond Office Building LO(33)/Defeasance(84)/Free(3)
146 SBRC Carmel Towers LO(59)/Grtr1%UPBorYM(57)/Free(4)
147 GCFP Westwood Apartments LO(32)/Defeasance(84)/Free(4)
148 SBRC Crestridge Apartments LO(47)/3%UPB(12)/2%UPB(12)/
1%UPB(9)/Free(4)
149 GCFP Pine Tree Square LO(29)/Defeasance(87)/Free(4)
150 GCFP Thistlewood Apartments Grtr1%UPBorYM(116)/Free(4)
151 GCFP Lesbo/Bullion Mobile Home Park Grtr1%UPBorYM(117)/Free(3)
152 SBRC The Town Center LO(35)/Defeasance(81)/Free(4)
153 SBRC Bayridge Apartments YM(83)/3%UPB(12)/2%UPB(12)/
1%UPB(6)/Free(7)
154 SBRC Ramada Inn - Elizabethtown LO(59)/Grtr1%UPBorYM(57)/Free(4)
155 SBRC Oasis Surgery Center LO(35)/Defeasance(81)/Free(4)
156 SBRC 715 South Oxford Court Apartments YM(83)/3%UPB(12)/2%UPB(12)/
1%UPB(6)/Free(7)
157 SBRC Barefoot Bay Medical Office Center LO(35)/Grtr1%UPBorYM(81)/Free(4)
158 GCFP 14 Mamaroneck Avenue LO(48)/Defeasance(68)/Free(4)
159 SBRC Presidio Plaza LO(33)/Defeasance(83)/Free(4)
160 SBRC 904-912 21st Avenue LO(36)/Defeasance(80)/Free(4)
161 GCFP Ambassador Apartments LO(48)/Defeasance(65)/Free(7)
162 SBRC Frisco South Shopping Center LO(35)/Defeasance(45)/Free(4)
163 GCFP Oquendo Office Warehouse LO(29)/Defeasance(87)/Free(4)
164 GCFP Palm Harbor Mobile Home Park LO(32)/Defeasance(84)/Free(4)
165 SBRC Milan Apartments LO(32)/Defeasance(85)/Free(3)
166 SBRC Palm Pacific Plaza Shopping Center LO(33)/Defeasance(83)/Free(4)
167 SBRC North Dixie Commerce Center LO(59)/Grtr1%UPBorYM(57)/Free(4)
</TABLE>
<TABLE>
<CAPTION>
YIELD YIELD
LOCKOUT DEFEASE DEFEASE MAINTENANCE MAINTENANCE
CONTROL PERIOD START END PERIOD START PERIOD END
NUMBER END DATE DATE DATE DATE DATE
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
108 06/30/02 07/01/02 03/31/09 NAP NAP
109 10/31/03 11/01/03 06/30/09 NAP NAP
110 06/30/02 07/01/02 05/31/09 NAP NAP
111 06/30/02 07/01/02 06/30/09 NAP NAP
112 06/30/02 07/01/02 01/31/09 NAP NAP
113 06/30/02 07/01/02 12/31/09 NAP NAP
114 03/31/02 04/01/02 12/31/08 NAP NAP
115 06/30/02 07/01/02 05/31/09 NAP NAP
116 06/30/02 07/01/02 01/31/24 NAP NAP
117 06/30/02 07/01/02 04/30/09 NAP NAP
118 06/30/02 07/01/02 04/30/09 NAP NAP
119 05/31/03 06/01/03 01/31/09 NAP NAP
120 06/30/02 07/01/02 02/28/09 NAP NAP
121 06/30/02 07/01/02 06/30/08 NAP NAP
122 06/30/02 07/01/02 01/31/24 NAP NAP
123 06/30/02 07/01/02 01/31/24 NAP NAP
124 11/30/02 NAP NAP 12/01/02 05/31/17
125 06/30/02 07/01/02 08/31/09 NAP NAP
126 11/30/06 12/01/06 04/30/13 NAP NAP
127 06/30/02 07/01/02 06/30/09 NAP NAP
128 06/30/02 07/01/02 07/31/09 NAP NAP
129 06/30/02 07/01/02 02/28/09 NAP NAP
130 06/30/02 07/01/02 03/31/09 NAP NAP
131 04/30/02 05/01/02 01/31/09 NAP NAP
132 04/30/02 05/01/02 01/31/09 NAP NAP
133 NAP NAP NAP 06/01/99 01/31/09
134 06/30/02 07/01/02 05/31/09 NAP NAP
135 06/30/03 07/01/03 02/28/09 NAP NAP
136 02/28/02 03/01/02 11/30/08 NAP NAP
137 06/30/02 07/01/02 03/31/09 NAP NAP
138 06/30/02 07/01/02 04/30/09 NAP NAP
139 06/30/02 07/01/02 04/30/09 NAP NAP
140 03/31/02 04/01/02 12/31/08 NAP NAP
141 06/30/02 07/01/02 04/30/09 NAP NAP
142 NAP NAP NAP 01/01/98 11/30/04
143 06/30/02 07/01/02 04/30/08 NAP NAP
144 06/30/02 NAP NAP 07/01/02 03/31/09
145 06/30/02 07/01/02 06/30/09 NAP NAP
146 04/30/04 NAP NAP 05/01/04 01/31/09
147 06/30/02 07/01/02 06/30/09 NAP NAP
148 08/31/03 NAP NAP NAP NAP
149 06/30/02 07/01/02 09/30/09 NAP NAP
150 NAP NAP NAP 06/01/99 01/31/09
151 NAP NAP NAP 07/01/99 03/31/09
152 03/31/02 04/01/02 12/31/08 NAP NAP
153 NAP NAP NAP 10/01/97 08/31/04
154 11/30/04 NAP NAP 12/01/04 08/31/09
155 06/30/02 07/01/02 03/31/09 NAP NAP
156 NAP NAP NAP 10/01/97 08/31/04
157 03/31/02 NAP NAP 04/01/02 12/31/08
158 05/31/03 06/01/03 01/31/09 NAP NAP
159 06/30/02 07/01/02 05/31/09 NAP NAP
160 06/30/02 07/01/02 02/28/09 NAP NAP
161 11/30/02 12/01/02 04/30/08 NAP NAP
162 04/30/02 05/01/02 01/31/06 NAP NAP
163 06/30/02 07/01/02 09/30/09 NAP NAP
164 06/30/02 07/01/02 06/30/09 NAP NAP
165 06/30/02 07/01/02 07/31/09 NAP NAP
166 06/30/02 07/01/02 05/31/09 NAP NAP
167 09/30/04 NAP NAP 10/01/04 06/30/09
</TABLE>
<TABLE>
<CAPTION>
PREPAYMENT PREPAYMENT
PENALTY PENALTY YIELD
CONTROL START END YIELD MAINTENANCE MAINTENANCE
NUMBER DATE DATE CALCULATION METHOD INTEREST RATE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
108 NAP NAP NAP NAP
109 NAP NAP NAP NAP
110 NAP NAP NAP NAP
111 NAP NAP NAP NAP
112 NAP NAP NAP NAP
113 NAP NAP NAP NAP
114 NAP NAP NAP NAP
115 NAP NAP NAP NAP
116 NAP NAP NAP NAP
117 NAP NAP NAP NAP
118 NAP NAP NAP NAP
119 NAP NAP NAP NAP
120 NAP NAP NAP NAP
121 NAP NAP NAP NAP
122 NAP NAP NAP NAP
123 NAP NAP NAP NAP
124 NAP NAP Present Value Treasury Flat
125 NAP NAP NAP NAP
126 NAP NAP NAP NAP
127 NAP NAP NAP NAP
128 NAP NAP NAP NAP
129 NAP NAP NAP NAP
130 NAP NAP NAP NAP
131 NAP NAP NAP NAP
132 NAP NAP NAP NAP
133 NAP NAP Present Value Treasury Flat
134 NAP NAP NAP NAP
135 NAP NAP NAP NAP
136 NAP NAP NAP NAP
137 NAP NAP NAP NAP
138 NAP NAP NAP NAP
139 NAP NAP NAP NAP
140 NAP NAP NAP NAP
141 NAP NAP NAP NAP
142 12/01/05 05/31/07 Present Value Treasury Flat
143 NAP NAP NAP NAP
144 NAP NAP Present Value Treasury Flat
145 NAP NAP NAP NAP
146 NAP NAP Present Value Treasury Flat
147 NAP NAP NAP NAP
148 09/01/03 05/31/06 NAP NAP
149 NAP NAP NAP NAP
150 NAP NAP Present Value Treasury Flat
151 NAP NAP Present Value Treasury Flat
152 NAP NAP NAP NAP
153 09/01/04 02/28/07 Interest Differential Treasury Flat
154 NAP NAP Present Value Treasury Flat
155 NAP NAP NAP NAP
156 09/01/04 02/28/07 Interest Differential Treasury Flat
157 NAP NAP Present Value Treasury Flat
158 NAP NAP NAP NAP
159 NAP NAP NAP NAP
160 NAP NAP NAP NAP
161 NAP NAP NAP NAP
162 NAP NAP NAP NAP
163 NAP NAP NAP NAP
164 NAP NAP NAP NAP
165 NAP NAP NAP NAP
166 NAP NAP NAP NAP
167 NAP NAP Present Value Treasury Flat
</TABLE>
<PAGE> 162
MORTGAGE LOAN PREPAYMENT INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PREPAYMENT PROVISIONS
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
168 SBRC Meadowlark Apartments LO(35)/Defeasance(81)/Free(4)
169 SBRC Old Judge Building LO(59)/Grtr1%UPBorYM(57)/Free(4)
- -----------------------------------------------------------------------------------------------------------------------------
170 SBRC Sherman/Lennox Portfolio LO(33)/Defeasance(83)/Free(4)
170A SBRC 6839-6841 Lennox Avenue
170B SBRC 17732 Sherman Way
- -----------------------------------------------------------------------------------------------------------------------------
171 SBRC Pacific Winds Apartments LO(34)/Defeasance(82)/Free(4)
172 SBRC Isle of Capri Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4)
173 SBRC Datura Station LO(59)/Grtr1%UPBorYM(57)/Free(4)
174 SBRC Park View Cooperative LO(59)/Grtr1%UPBorYM(57)/Free(4)
175 SBRC H & Z Office Building LO(35)/Defeasance(81)/Free(4)
176 SBRC Nassau Bay Villas Apartments LO(31)/Defeasance(85)/Free(4)
177 SBRC 2180 West First Street LO(30)/Defeasance(86)/Free(4)
178 GCFP 8020 Northwest 60th Street Grtr1%UPBorYM(114)/Free(6)
179 SBRC Irving Place Apartments LO(47)/3%UPB(12)/2%UPB(12)/
1%UPB(9)/Free(4)
180 GCFP Regency Palms Apartments Grtr1%UPBorYM(83)/3%UPB(12)/
2%UPB(12)/1%UPB(6)/Free(7)
181 GCFP Four Flags Motors, Inc. Grtr1%UPBorYM(114)/Free(6)
182 GCFP Alexandria Gardens Apartments LO(36)/Defeasance(77)/Free(7)
183 GCFP 47-49 Main Street LO(48)/Defeasance(68)/Free(4)
184 SBRC Madrid Apartments YM(113)/Free(7)
185 SBRC Comfort Inn - Milledgeville LO(35)/Defeasance(141)/Free(4)
186 SBRC Wal-Mart Shopping Center LO(59)/Grtr1%UPBorYM(57)/Free(4)
187 SBRC Stratford Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4)
188 SBRC Willow Glen Plaza LO(35)/Defeasance(81)/Free(4)
189 SBRC Edgewater Bay Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4)
190 SBRC 420 Group LO(35)/Defeasance(81)/Free(4)
191 GCFP 7-Eleven LO(48)/Defeasance(188)/Free(4)
192 SBRC Lake Forest North Apartments LO(35)/Defeasance(81)/Free(4)
193 SBRC CompuChem Industrial LO(35)/Defeasance(141)/Free(4)
194 GCFP Palazzolo Plaza LO(33)/Defeasance(83)/Free(4)
195 SBRC A. E. Larson Building LO(58)/Grtr1%UPBorYM(58)/Free(4)
196 GCFP Lanewood Apartments Grtr1%UPBorYM(119)/5%UPB(12)/
4%UPB(12)/3%UPB(12)/2%UPB(12)/
1%UPB(10)/Free(3)
197 GCFP Chris-Town Mobile Home Park LO(33)/Defeasance(83)/Free(4)
198 SBRC Corbus-Peppertree Lane Apartments LO(60)/Grtr1%UPBorYM(57)/Free(3)
199 SBRC Missouri Meadows Apartments YM(83)/3%UPB(12)/2%UPB(12)/
1%UPB(6)/Free(7)
200 SBRC Highlander Square Apartments LO(32)/Defeasance(84)/Free(4)
201 SBRC Hillcrest Crossing LO(35)/Defeasance(81)/Free(4)
202 SBRC Virginia Plaza LO(35)/Defeasance(81)/Free(4)
203 SBRC Pedersen Building LO(60)/Grtr1%UPBorYM(57)/Free(3)
204 GCFP Spring Oaks Mobile Home & Recreational Vehicle Park LO(36)/Defeasance(80)/Free(4)
205 SBRC Shadowood Apartments LO(47)/3%UPB(12)/2%UPB(12)/
1%UPB(9)/Free(4)
206 SBRC Arroyo Shopping Center LO(34)/Defeasance(82)/Free(4)
207 GCFP The Nog Retail Center LO(48)/Defeasance(188)/Free(4)
208 GCFP London Square Apartments Grtr1%UPBorYM(116)/Free(4)
209 SBRC Petite Chateau Villa Mobile Home Park LO(60)/Grtr1%UPBorYM(57)/Free(3)
210 GCFP Walnut Hills Apartments Grtr1%UPBorYM(116)/Free(4)
211 SBRC Palmer Highway Shopping Center LO(59)/Grtr1%UPBorYM(57)/Free(4)
212 SBRC Somerset Apartments LO(35)/Grtr1%UPBorYM(81)/Free(4)
- -----------------------------------------------------------------------------------------------------------------------------
213 SBRC Shady Acres/Pine Shadows Portfolio LO(60)/Grtr1%UPBorYM(57)/Free(3)
213A SBRC Shady Acres Duplexes
213B SBRC Pine Shadows Estates
- -----------------------------------------------------------------------------------------------------------------------------
214 SBRC Vanowen Street Retail Center LO(34)/Defeasance(82)/Free(4)
215 GCFP Rena's Village Plaza Grtr1%UPBorYM(114)/Free(6)
216 SBRC Stanford Place Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4)
217 SBRC Panola-Redan Crossing LO(60)/Grtr1%UPBorYM(53)/Free(7)
218 SBRC Garnet Avenue Shopping Center LO(29)/Defeasance(87)/Free(4)
219 SBRC The Chalet Apartments LO(35)/Defeasance(81)/Free(4)
220 SBRC Galt Ocean Plaza LO(59)/Grtr1%UPBorYM(57)/Free(4)
221 SBRC Zion Street Apartments LO(32)/Defeasance(84)/Free(4)
</TABLE>
<TABLE>
<CAPTION>
YIELD YIELD
LOCKOUT DEFEASE DEFEASE MAINTENANCE MAINTENANCE
CONTROL PERIOD START END PERIOD START PERIOD END
NUMBER END DATE DATE DATE DATE DATE
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
168 02/28/02 03/01/02 11/30/08 NAP NAP
169 05/31/04 NAP NAP 06/01/04 02/28/09
- --------------------------------------------------------------------------
170 06/30/02 07/01/02 05/31/09 NAP NAP
170A
170B
- --------------------------------------------------------------------------
171 06/30/02 07/01/02 04/30/09 NAP NAP
172 05/31/04 NAP NAP 06/01/04 02/28/09
173 05/31/04 NAP NAP 06/01/04 02/28/09
174 08/31/04 NAP NAP 09/01/04 05/31/09
175 06/30/02 07/01/02 03/31/09 NAP NAP
176 06/30/02 07/01/02 07/31/09 NAP NAP
177 06/30/02 07/01/02 08/31/09 NAP NAP
178 NAP NAP NAP 11/01/98 04/30/08
179 08/31/03 NAP NAP NAP NAP
180 NAP NAP NAP 02/01/98 12/31/04
181 NAP NAP NAP 11/01/98 04/30/08
182 06/30/02 07/01/02 11/30/08 NAP NAP
183 07/31/03 08/01/03 03/31/09 NAP NAP
184 NAP NAP NAP 06/01/98 10/31/07
185 03/31/02 04/01/02 12/31/13 NAP NAP
186 09/30/04 NAP NAP 10/01/04 06/30/09
187 12/31/03 NAP NAP 01/01/04 09/30/08
188 02/28/02 03/01/02 11/30/08 NAP NAP
189 02/29/04 NAP NAP 03/01/04 11/30/08
190 01/31/02 02/01/02 10/31/08 NAP NAP
191 07/31/03 08/01/03 03/31/19 NAP NAP
192 03/31/02 04/01/02 12/31/08 NAP NAP
193 06/30/02 07/01/02 03/31/14 NAP NAP
194 06/30/02 07/01/02 05/31/09 NAP NAP
195 10/31/04 NAP NAP 11/01/04 08/31/09
196 NAP NAP NAP 12/01/99 10/31/09
197 06/30/02 07/01/02 05/31/09 NAP NAP
198 12/31/03 NAP NAP 01/01/04 09/30/08
199 NAP NAP NAP 10/01/97 08/31/04
200 06/30/02 07/01/02 06/30/09 NAP NAP
201 05/31/02 06/01/02 02/28/09 NAP NAP
202 06/30/02 07/01/02 03/31/09 NAP NAP
203 11/30/03 NAP NAP 12/01/03 08/31/08
204 06/30/02 07/01/02 02/28/09 NAP NAP
205 08/31/03 NAP NAP NAP NAP
206 06/30/02 07/01/02 04/30/09 NAP NAP
207 09/30/02 10/01/02 05/31/18 NAP NAP
208 NAP NAP NAP 06/01/99 01/31/09
209 12/31/03 NAP NAP 01/01/04 09/30/08
210 NAP NAP NAP 06/01/99 01/31/09
211 03/31/04 NAP NAP 04/01/04 12/31/08
212 09/30/02 NAP NAP 10/01/02 06/30/09
- --------------------------------------------------------------------------
213 01/31/04 NAP NAP 02/01/04 10/31/08
213A
213B
- --------------------------------------------------------------------------
214 06/30/02 07/01/02 04/30/09 NAP NAP
215 NAP NAP NAP 06/01/99 11/30/08
216 07/31/04 NAP NAP 08/01/04 04/30/09
217 12/31/03 NAP NAP 01/01/04 05/31/08
218 06/30/02 07/01/02 09/30/09 NAP NAP
219 01/31/02 02/01/02 10/31/08 NAP NAP
220 11/30/04 NAP NAP 12/01/04 08/31/09
221 06/30/02 07/01/02 06/30/09 NAP NAP
</TABLE>
<TABLE>
<CAPTION>
PREPAYMENT PREPAYMENT
PENALTY PENALTY YIELD
CONTROL START END YIELD MAINTENANCE MAINTENANCE
NUMBER DATE DATE CALCULATION METHOD INTEREST RATE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
168 NAP NAP NAP NAP
169 NAP NAP Present Value Treasury Flat
- ------------------------------------------------------------------------------------
170 NAP NAP NAP NAP
170A
170B
- ------------------------------------------------------------------------------------
171 NAP NAP NAP NAP
172 NAP NAP Present Value Treasury Flat
173 NAP NAP Present Value Treasury Flat
174 NAP NAP Present Value Treasury Flat
175 NAP NAP NAP NAP
176 NAP NAP NAP NAP
177 NAP NAP NAP NAP
178 NAP NAP Present Value Treasury Flat
179 09/01/03 05/31/06 NAP NAP
180 01/01/05 06/30/07 Present Value Treasury Flat
181 NAP NAP Present Value Treasury Flat
182 NAP NAP NAP NAP
183 NAP NAP NAP NAP
184 NAP NAP Interest Differential Treasury Flat
185 NAP NAP NAP NAP
186 NAP NAP Present Value Treasury Flat
187 NAP NAP Present Value Treasury Flat
188 NAP NAP NAP NAP
189 NAP NAP Present Value Treasury Flat
190 NAP NAP NAP NAP
191 NAP NAP NAP NAP
192 NAP NAP NAP NAP
193 NAP NAP NAP NAP
194 NAP NAP NAP NAP
195 NAP NAP Present Value Treasury Flat
196 11/01/09 08/31/14 Present Value Treasury Flat
197 NAP NAP NAP NAP
198 NAP NAP Hybrid Interest Differential Treasury Flat
199 09/01/04 02/28/07 Interest Differential Treasury Flat
200 NAP NAP NAP NAP
201 NAP NAP NAP NAP
202 NAP NAP NAP NAP
203 NAP NAP Hybrid Interest Differential Treasury Flat
204 NAP NAP NAP NAP
205 09/01/03 05/31/06 NAP NAP
206 NAP NAP NAP NAP
207 NAP NAP NAP NAP
208 NAP NAP Present Value Treasury Flat
209 NAP NAP Hybrid Interest Differential Treasury Flat
210 NAP NAP Present Value Treasury Flat
211 NAP NAP Present Value Treasury Flat
212 NAP NAP Present Value Treasury Flat
- ------------------------------------------------------------------------------------
213 NAP NAP Hybrid Interest Differential Treasury Flat
213A
213B
- ------------------------------------------------------------------------------------
214 NAP NAP NAP NAP
215 NAP NAP Present Value Treasury Flat
216 NAP NAP Present Value Treasury Flat
217 NAP NAP Present Value Treasury Flat
218 NAP NAP NAP NAP
219 NAP NAP NAP NAP
220 NAP NAP Present Value Treasury Flat
221 NAP NAP NAP NAP
</TABLE>
<PAGE> 163
MORTGAGE LOAN PREPAYMENT INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
CONTROL LOAN
NUMBER SELLER LOAN / PROPERTY NAME PREPAYMENT PROVISIONS
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
222 GCFP Country Square Mobile Home Park Grtr1%UPBorYM(117)/Free(3)
223 GCFP 1513-1517 Taylor Avenue Grtr1%UPBorYM(114)/Free(6)
224 GCFP Westside Warehouse LO(34)/Defeasance(82)/Free(4)
225 SBRC Heritage House Apartments LO(35)/Defeasance(78)/Free(7)
226 SBRC Troy Building LO(36)/Grtr1%UPBorYM(77)/Free(7)
227 SBRC Arlington Manor Mobile Home Park LO(30)/Defeasance(85)/Free(5)
228 GCFP Capitol View Apartments, Charles Apartments & Randolph Apartments Grtr1%UPBorYM(116)/Free(4)
229 SBRC Beresford Retail LO(60)/Grtr1%UPBorYM(57)/Free(3)
230 SBRC 120 Standard Street LO(60)/Grtr1%UPBorYM(57)/Free(3)
231 GCFP 2077-2089 New York Avenue LO(32)/Defeasance(84)/Free(4)
232 SBRC Blair Place Duplexes LO(60)/Grtr1%UPBorYM(57)/Free(3)
233 SBRC 18714 Parthenia Street LO(60)/Grtr1%UPBorYM(57)/Free(3)
234 GCFP Thornapple Apartments Grtr1%UPBorYM(116)/Free(4)
235 GCFP 2800 Oakmont Drive LO(32)/Defeasance(84)/Free(4)
236 SBRC Fox Tile LO(35)/Defeasance(81)/Free(4)
237 SBRC 471 Prospect Street LO(59)/Grtr1%UPBorYM(57)/Free(4)
238 GCFP Barclay Arms Apartments Grtr1%UPBorYM(119)/5%UPB(12)/
4%UPB(12)/3%UPB(12)/2%UPB(12)/
1%UPB(12)/Free(61)
239 SBRC Wishney LO(60)/Grtr1%UPBorYM(57)/Free(3)
240 GCFP Elmgrove Apartments Grtr1%UPBorYM(116)/Free(4)
241 SBRC Centennial Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4)
242 SBRC Vanguard Industrial Building LO(60)/Grtr1%UPBorYM(57)/Free(3)
243 GCFP 135-145 Orange Street Apartments LO(30)/Defeasance(86)/Free(4)
244 SBRC Brentwood Village Apartments LO(60)/Grtr1%UPBorYM(57)/Free(3)
245 GCFP Seoul Plaza LO(31)/Defeasance(85)/Free(4)
246 SBRC Glendale Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4)
247 GCFP Riverview Apartments Grtr1%UPBorYM(117)/Free(3)
248 GCFP 820 Linden Boulevard Grtr1%UPBorYM(114)/Free(6)
249 GCFP Vail Valley Auto Grtr1%UPBorYM(119)/Free(1)
250 GCFP Hawthorne Apartments II Grtr1%UPBorYM(116)/Free(4)
251 GCFP 2096 Saint Georges Avenue Grtr1%UPBorYM(114)/Free(6)
252 SBRC Notre Dame Apartments LO(59)/5%UPB(12)/4%UPB(12)/
3%UPB(12)/2%UPB(12)/1%UPB(6)/Free(7)
253 GCFP Nash Multi-family Apartments LO(32)/Defeasance(84)/Free(4)
254 SBRC Somers Apartments LO(59)/Grtr1%UPBorYM(57)/Free(4)
255 GCFP Foxglove Apartments, Phase I Grtr1%UPBorYM(116)/Free(4)
256 SBRC Muse Apartments LO(59)/5%UPB(12)/4%UPB(12)/
3%UPB(12)/2%UPB(12)/1%UPB(6)/Free(7)
257 GCFP Chalmer Place LO(30)/Defeasance(206)/Free(4)
258 GCFP Ivy Court Apartments Grtr1%UPBorYM(116)/Free(4)
259 GCFP Royce Apartments Grtr1%UPBorYM(179)/5%UPB(12)/
4%UPB(12)/3%UPB(12)/2%UPB(12)/
1%UPB(10)/Free(3)
260 SBRC C. Martin Company LO(31)/Defeasance(109)/Free(4)
261 GCFP Aster Court Apartments Grtr1%UPBorYM(116)/Free(4)
262 GCFP Zora Lee Apartments LO(29)/Defeasance(87)/Free(4)
263 GCFP Foxglove II Apartments Grtr1%UPBorYM(116)/Free(4)
264 GCFP Indiana Street Apartments Grtr1%UPBorYM(114)/Free(6)
265 GCFP "A" Street Apartments Grtr1%UPBorYM(114)/Free(6)
266 GCFP The Colonial Apartments Grtr1%UPBorYM(114)/Free(6)
267 GCFP Taylene Court Apartments Grtr1%UPBorYM(119)/5%UPB(12)/
4%UPB(12)/3%UPB(12)/2%UPB(12)/
1%UPB(12)/Free(61)
268 GCFP Myrtle Street Apartments LO(30)/Defeasance(86)/Free(4)
</TABLE>
<TABLE>
<CAPTION>
YIELD YIELD
LOCKOUT DEFEASE DEFEASE MAINTENANCE MAINTENANCE
CONTROL PERIOD START END PERIOD START PERIOD END
NUMBER END DATE DATE DATE DATE DATE
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
222 NAP NAP NAP 08/01/99 04/30/09
223 NAP NAP NAP 10/01/98 03/31/08
224 06/30/02 07/01/02 04/30/09 NAP NAP
225 12/31/01 01/01/02 06/30/08 NAP NAP
226 11/30/01 NAP NAP 12/01/01 04/30/08
227 06/30/02 07/01/02 07/31/09 NAP NAP
228 NAP NAP NAP 06/01/99 01/31/09
229 02/29/04 NAP NAP 03/01/04 11/30/08
230 01/31/04 NAP NAP 02/01/04 10/31/08
231 06/30/02 07/01/02 06/30/09 NAP NAP
232 01/31/04 NAP NAP 02/01/04 10/31/08
233 10/31/03 NAP NAP 11/01/03 07/31/08
234 NAP NAP NAP 06/01/99 01/31/09
235 06/30/02 07/01/02 06/30/09 NAP NAP
236 01/31/02 02/01/02 10/31/08 NAP NAP
237 01/31/04 NAP NAP 02/01/04 10/31/08
238 NAP NAP NAP 09/01/99 07/31/09
239 01/31/04 NAP NAP 02/01/04 10/31/08
240 NAP NAP NAP 06/01/99 01/31/09
241 05/31/04 NAP NAP 06/01/04 02/28/09
242 11/30/03 NAP NAP 12/01/03 08/31/08
243 06/30/02 07/01/02 08/31/09 NAP NAP
244 11/30/03 NAP NAP 12/01/03 08/31/08
245 06/30/02 07/01/02 07/31/09 NAP NAP
246 10/31/04 NAP NAP 11/01/04 07/31/09
247 NAP NAP NAP 08/01/99 04/30/09
248 NAP NAP NAP 05/01/99 10/31/08
249 NAP NAP NAP 11/01/98 09/30/08
250 NAP NAP NAP 06/01/99 01/31/09
251 NAP NAP NAP 04/01/99 09/30/08
252 12/31/03 NAP NAP NAP NAP
253 06/30/02 07/01/02 06/30/09 NAP NAP
254 09/30/04 NAP NAP 10/01/04 06/30/09
255 NAP NAP NAP 06/01/99 01/31/09
256 12/31/03 NAP NAP NAP NAP
257 06/30/02 07/01/02 08/31/19 NAP NAP
258 NAP NAP NAP 06/01/99 01/31/09
259 NAP NAP NAP 07/01/99 05/31/14
260 06/30/02 07/01/02 07/31/11 NAP NAP
261 NAP NAP NAP 06/01/99 01/31/09
262 06/30/02 07/01/02 09/30/09 NAP NAP
263 NAP NAP NAP 06/01/99 01/31/09
264 NAP NAP NAP 06/01/99 11/30/08
265 NAP NAP NAP 03/01/99 08/31/08
266 NAP NAP NAP 12/01/98 05/31/08
267 NAP NAP NAP 11/01/98 09/30/08
268 06/30/02 07/01/02 08/31/09 NAP NAP
</TABLE>
<TABLE>
<CAPTION>
PREPAYMENT PREPAYMENT
PENALTY PENALTY YIELD
CONTROL START END YIELD MAINTENANCE MAINTENANCE
NUMBER DATE DATE CALCULATION METHOD INTEREST RATE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
222 NAP NAP Present Value Treasury Flat
223 NAP NAP Present Value Treasury Flat
224 NAP NAP NAP NAP
225 NAP NAP NAP NAP
226 NAP NAP Present Value Treasury Flat
227 NAP NAP NAP NAP
228 NAP NAP Present Value Treasury Flat
229 NAP NAP Hybrid Interest Differential Treasury Flat
230 NAP NAP Hybrid Interest Differential Treasury Flat
231 NAP NAP NAP NAP
232 NAP NAP Hybrid Interest Differential Treasury Flat
233 NAP NAP Hybrid Interest Differential Treasury Flat
234 NAP NAP Present Value Treasury Flat
235 NAP NAP NAP NAP
236 NAP NAP NAP NAP
237 NAP NAP Present Value Treasury Flat
238 08/01/09 07/31/14 Present Value Treasury Flat
239 NAP NAP Hybrid Interest Differential Treasury Flat
240 NAP NAP Present Value Treasury Flat
241 NAP NAP Present Value Treasury Flat
242 NAP NAP Hybrid Interest Differential Treasury Flat
243 NAP NAP NAP NAP
244 NAP NAP Hybrid Interest Differential Treasury Flat
245 NAP NAP NAP NAP
246 NAP NAP Present Value Treasury Flat
247 NAP NAP Present Value Treasury Flat
248 NAP NAP Present Value Treasury Flat
249 NAP NAP Present Value Treasury Flat
250 NAP NAP Present Value Treasury Flat
251 NAP NAP Present Value Treasury Flat
252 01/01/04 06/30/08 NAP NAP
253 NAP NAP NAP NAP
254 NAP NAP Present Value Treasury Flat
255 NAP NAP Present Value Treasury Flat
256 01/01/04 06/30/08 NAP NAP
257 NAP NAP NAP NAP
258 NAP NAP Present Value Treasury Flat
259 06/01/14 03/31/19 Present Value Treasury Flat
260 NAP NAP NAP NAP
261 NAP NAP Present Value Treasury Flat
262 NAP NAP NAP NAP
263 NAP NAP Present Value Treasury Flat
264 NAP NAP Present Value Treasury Flat
265 NAP NAP Present Value Treasury Flat
266 NAP NAP Present Value Treasury Flat
267 10/01/08 09/30/13 Present Value Treasury Flat
268 NAP NAP NAP NAP
</TABLE>
<PAGE> 164
MORTGAGED REAL PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
OCCU-
MORTGAGE PANCY OCCU-
CONTROL LOAN PERCENT- PANCY AS OF
NUMBER SELLER LOAN / PROPERTY NAME AGE DATE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 SBRC Putnam Building 100% 08/05/99
2 GCFP Jovanna Villas Apartments 95% 11/29/99
3 GCFP Los Cabos II Apartments 96% 11/29/99
4 GCFP Sunrise Plaza Shopping Center 95% 11/26/99
5 GCFP Hasbrouck & Torview Apartments 97% 09/30/99
- ---------------------------------------------------------------------------------------------------------------
6 SBRC Muncie Apartments Portfolio
6A SBRC Silvertree Apartments 100% 01/04/00
6B SBRC Windsong Apartments 100% 01/04/00
6C SBRC Autumn Breeze Apartments 100% 01/04/00
6D SBRC Sunreach Apartments 100% 01/04/00
6E SBRC Everbrook Apartments 100% 01/04/00
6F SBRC Cardinal Villa Apartments 100% 01/04/00
- ---------------------------------------------------------------------------------------------------------------
7 SBRC Sports Arena Village 95% 10/01/99
8 GCFP Holiday Inn Somerset 59% 12/31/99
9 GCFP Southridge Shopping Center 93% 09/01/99
10 GCFP Stewart Plaza 93% 10/31/99
11 GCFP The Carriage Building (Building 39) 100% 10/01/99
12 GCFP 1000 Adams Avenue 100% 09/01/99
13 GCFP 101 West Avenue 100% 10/20/99
14 GCFP Clearview Farms Apartments 95% 12/22/99
15 GCFP The TJ Building 100% 07/01/99
16 GCFP International Precision Components Corp. Building 100% 12/01/99
17 GCFP 480 Sprague Street 100% 09/27/99
18 GCFP 990 Spring Garden Street 100% 12/27/99
19 SBRC Los Altos Woods Office Building 100% 08/13/99
20 GCFP 655 Merrick Avenue 100% 01/01/00
21 GCFP Nicholson Plaza 100% 09/30/99
22 GCFP Ventura Village Shopping Center 100% 01/05/00
23 SBRC Bridgetown 1 Office Building 98% 08/19/99
24 GCFP Courtyard Center 100% 10/11/99
25 GCFP Raymour & Flanigan Plaza A 97% 01/11/00
26 GCFP 4707 East Baseline Road 100% 11/23/99
27 GCFP Holiday Inn Arena 55% 12/31/99
28 GCFP Kentbrook Apartments 93% 10/31/99
29 GCFP Ramada Plaza Hotel and Office Building 88% 12/31/99
30 GCFP Quail Park I 96% 11/23/99
31 GCFP 139 Main Street 100% 10/31/99
32 GCFP Holiday Inn University 65% 12/20/99
33 GCFP PRG - Scenic Technologies 100% 06/15/99
34 GCFP Raymour & Flanigan Plaza B 100% 12/07/99
35 GCFP West County Professional and Medical Center 96% 11/10/99
36 SBRC Herndon Plaza Retail Center 98% 10/12/99
37 GCFP 15250 Avenue of Science 100% 12/01/99
38 GCFP The Barnyard Retail Center 89% 11/05/99
39 GCFP 711 Madison Avenue 100% 06/23/99
40 SBRC 132 South Rodeo Drive 100% 08/10/99
41 GCFP 4001 Fairview Industrial Drive Southeast 100% 11/23/99
42 GCFP The Parris Building (Building 34) 100% 10/26/99
43 SBRC Cherry Tree Shopping Center 90% 11/04/99
44 SBRC 1916-1928 Old Middlefield Road 100% 01/25/00
45 GCFP Days Inn Singer Island 37% 12/31/99
46 GCFP The Sports Authority 100% 09/30/99
47 GCFP Grand Union Supermarket 100% 11/30/99
48 GCFP Parklawn Center 100% 10/29/99
49 GCFP Two World's Fair Drive 93% 12/01/99
50 GCFP Arden Woods Office Building 97% 02/01/00
51 GCFP 350 Centerpointe 100% 01/01/00
52 GCFP Erie Canal Commons 100% 11/01/99
53 GCFP Executive Center Northridge 97% 10/12/99
</TABLE>
<TABLE>
<CAPTION>
LARGEST
TENANT
LARGEST LARGEST LEASE
TENANT TENANT MATURITY
LARGEST TENANT NRSF NRSF% DATE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Putnam Investments, Inc. 231,000 100% 07/31/13
NAP NAP NAP NAP
NAP NAP NAP NAP
Sportmart 41,176 36% 01/31/04
NAP NAP NAP NAP
- ----------------------------------------------------------------------------------------------------------------
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
- ----------------------------------------------------------------------------------------------------------------
SAIC 100,418 39% 12/31/03
NAP NAP NAP NAP
Walmart, Inc. 103,928 51% 03/31/07
Century 21 Beachside 9,958 8% 01/31/04
Massachusetts Water Resources Authority 84,789 99% 09/30/06
RCN Corporation 60,592 55% 05/31/14
Goldenberg Rosenthal Friedlander 37,360 45% 11/30/08
NAP NAP NAP NAP
Impex Trading Corp. 125,000 42% 08/31/11
International Precision Components Corp. 188,600 100% 11/30/19
Sarah Michaels, LLC 233,000 100% 12/31/09
Philadelphia Authority for Industrial Development
with Sublease to County Philadelphia 86,640 55% 11/06/13
Golden Gate 16,698 43% 06/01/02
Micro Electronics, Inc. 40,564 70% 11/30/18
La-Z-Boy Inc. 19,843 19% 08/31/08
Whole Foods, Inc. 28,168 92% 10/31/29
CTR Business Systems, Inc. 48,152 77% 10/25/08
Linda Evans Fittness 6,746 10% 10/15/05
Raymour & Flanigan 53,394 42% 12/31/13
Action Performance 138,110 100% 08/14/07
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Johnny Ribeiro Employee LP 46,140 63% 07/31/10
GIGA Information Group, Inc. 15,581 42% 07/31/04
NAP NAP NAP NAP
Production Resource Group 126,916 100% 04/01/14
Raymour & Flanigan 62,938 83% 11/30/14
County of Orange 64,385 79% 07/31/09
Kmart 98,084 36% 10/31/02
Intel 54,454 98% 11/30/07
Thunderbird Bookshops 8,400 11% 12/31/02
Robert Cavalli 2,505 26% 02/28/11
Gang, Tyre, Ramer & Brown, Inc. 16,603 64% 12/31/14
SLC Technologies 80,160 100% 02/28/14
Massachusetts Water Resources Authority 38,845 79% 09/30/06
Jimmy's Sport Cafe, Inc. 4,981 11% 08/31/04
Photo Access Corp. 6,827 21% 04/14/04
NAP NAP NAP NAP
Sports Authority 45,654 100% 02/09/15
Grand Union Supermarket 40,058 100% 02/28/24
HDO Productions, Inc. 20,325 22% 03/31/02
Blenheim Investments, Inc. 25,753 43% 12/31/01
Access Cash 9,759 15% 01/31/01
Ciminelli Development 13,901 32% 05/31/11
Bridal Hall/Ed. T. Hall 6,990 18% 12/31/03
General Supply Centers, Inc. 6,388 7% 01/31/00
</TABLE>
<TABLE>
<CAPTION>
SECOND
LARGEST
SECOND SECOND TENANT
LARGEST LARGEST LEASE
TENANT TENANT MATURITY
SECOND LARGEST TENANT NRSF NRSF% DATE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Comp USA 25,090 22% 06/30/11
NAP NAP NAP NAP
- --------------------------------------------------------------------------------------
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
- --------------------------------------------------------------------------------------
CSC 37,862 15% 05/31/01
NAP NAP NAP NAP
Office Max 25,850 13% 01/31/03
Scott Goldman, M.D., Inc. 8,655 7% 03/31/03
Golden Goose Mkts 1,036 1% 05/31/04
USI Holdings Corp 34,119 31% 09/30/08
Zelenkofske Axelrod Consulting 25,393 30% 12/31/07
NAP NAP NAP NAP
F&V Distributing Co. (Arizona Iced Tea) 95,858 32% 03/31/02
NAP NAP NAP NAP
NAP NAP NAP NAP
State of PA Department of Welfare 27,799 18% 08/31/09
American Express 13,558 35% 07/31/00
Chevy Decorators Corp. 17,732 30% 12/31/08
Planet Fitness, L.L.C. 19,500 19% 08/31/01
Cimm's Inc. dba Burger King 2,368 8% 05/26/19
Tripwire Security Systems, Inc. 13,592 22% 07/31/04
Big Horn Grill 6,650 10% 11/30/10
Price Rite 31,039 24% 02/28/09
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Richard H. Plaster 3,840 5% 07/31/10
Boston Heart Foundation 9,070 24% 06/30/01
NAP NAP NAP NAP
NAP NAP NAP NAP
Appletree Grocery 13,320 17% 03/31/15
MVP Sports Grill, Inc. 7,534 9% 03/31/08
FCA of Ohio, Inc. 45,733 17% 01/31/09
NAP NAP NAP NAP
Robata 3,900 5% 01/31/01
Poupetto's 1,000 10% 05/31/04
United Television, Inc. 6,511 25% 11/22/01
NAP NAP NAP NAP
Keane Inc. 4,140 8% 04/01/03
Da Chuen Enterprise, Inc. 4,080 9% 08/31/02
Aureate Media Corp 6,352 20% 12/20/04
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Floral World, Inc. 7,000 8% 11/30/02
National Mentor Healthcare 9,301 16% 06/30/04
Aerotek Inc. 8,478 13% 11/30/01
Renaldo, Myers 5,806 13% 06/30/05
Bogey's 6,265 16% 11/30/07
Computer Resource Elect. 3,728 4% 07/31/00
</TABLE>
<PAGE> 165
MORTGAGED REAL PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
OCCU-
MORTGAGE PANCY OCCU-
CONTROL LOAN PERCENT- PANCY AS OF
NUMBER SELLER LOAN / PROPERTY NAME AGE DATE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
54 SBRC Jester Village Retail Center 95% 10/15/99
55 GCFP Suncreek Corporate Center 91% 12/01/99
56 GCFP Airport Business Plaza 80% 12/31/99
57 SBRC Otay Distribution Center 100% 10/25/99
58 GCFP Groesbeck Industrial Park 97% 01/12/00
59 GCFP A Safe Self Storage 80% 02/01/00
60 GCFP Audobon One 100% 12/14/99
61 GCFP Quail Valley Apartments 97% 10/22/99
62 SBRC Valley Sunset Center 98% 08/09/99
63 GCFP Tangerine Hill Apartments 97% 07/31/99
64 GCFP Modesto Imaging Center 100% 06/21/99
65 GCFP Beechnut Grove Apartments 99% 11/23/99
66 GCFP Woodvine Apartments 96% 11/23/99
67 GCFP Holiday Inn Kennedy Space Center 63% 12/20/99
68 GCFP Chateau Resort & Conf. 57% 10/16/99
69 GCFP West Pointe Apartments 94% 10/06/99
70 GCFP Auburn Hills Industrial Center 99% 01/12/00
71 SBRC Ponderosa Village Shopping Center 92% 06/10/99
72 SBRC Heinz Apartments 100% 10/26/99
73 GCFP Barcelona Apartments 98% 09/30/99
74 SBRC Highbury Court Apartments 95% 09/24/99
75 GCFP BankBoston Building 91% 10/18/99
76 SBRC Northwest Plaza Shopping Center 100% 09/08/99
77 GCFP 43 West 47th Street 100% 09/01/99
78 SBRC 58-38 Page Place 100% 08/01/98
79 GCFP 3832-3844 Sepulveda Boulevard 100% 06/04/99
80 SBRC Sweetwater Plaza East 86% 12/01/99
81 SBRC Duane Reade Maspeth 100% 05/07/99
82 GCFP Fairfield Inn Houma 80% 09/30/99
83 SBRC Brentwood Apartments 98% 03/24/99
84 SBRC Whitehall Apartments 100% 03/24/99
85 SBRC Wind River Park Plaza 100% 08/01/99
86 SBRC Newport Victoria Plaza 100% 12/07/99
87 SBRC Haverty Furniture Store 100% 08/27/99
88 GCFP Westgate Office Center 97% 08/02/99
89 GCFP Commonwealth Park 100% 01/19/00
- -----------------------------------------------------------------------------------------------------
90 SBRC New Jersey Portfolio
90A SBRC 5004 Palisades 100% 06/01/99
90B SBRC 727 & 727A 25th Street 100% 06/01/99
90C SBRC Franklin's Tower Two 100% 06/01/99
90D SBRC Franklin's Tower One 100% 06/01/99
- -----------------------------------------------------------------------------------------------------
91 GCFP Centerpointe 24-Hour Fitness 100% 09/16/99
92 GCFP Keats Plaza 100% 06/28/99
93 SBRC South Pointe Townhomes 98% 03/27/00
94 GCFP Glenmoor Green I Apartments 96% 10/31/99
95 SBRC Alameda Shopping Center 100% 06/28/99
96 SBRC 41 North Division Street 100% 09/30/99
97 GCFP Glenmoor Green II Apartments 92% 10/31/99
98 GCFP Flagship Wharf Commercial Condominium 100% 10/20/99
99 GCFP South Park Center 100% 12/01/99
100 GCFP 1952 West El Camino 100% 12/30/99
101 SBRC Office Max Traverse 100% 09/07/99
102 GCFP Rockland Multi-family Residences 100% 12/15/99
103 GCFP Realty Expert Building 100% 10/28/99
104 GCFP 75 Bermar Park, Nickel Office Building &
Tonida Office Building 100% 09/09/99
105 SBRC Office Max Mankato 100% 01/31/98
106 SBRC Office Max Martinsburg 100% 10/11/99
107 GCFP Kmart South Bend 100% 10/27/99
</TABLE>
<TABLE>
<CAPTION>
LARGEST
TENANT
LARGEST LARGEST LEASE
TENANT TENANT MATURITY
LARGEST TENANT NRSF NRSF% DATE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Beard Family Partnership 7,500 20% 12/31/09
Wynwood Servicing & Tech. 8,477 14% 08/31/06
Immigration & Naturalization Department 26,840 45% 07/29/08
Yakima U.S.A. 53,568 52% 10/31/04
P&M Products 40,450 28% 03/31/02
NAP NAP NAP NAP
Wheaton International 20,344 67% 01/31/07
NAP NAP NAP NAP
Same Day Paint & Body 9,600 18% 11/01/06
NAP NAP NAP NAP
Modesto Imaging Center, Inc. 17,852 100% 12/31/14
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
MSX International Engineering 33,600 41% 09/30/04
Planet Video 6,000 19% 09/30/03
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
BankBoston 17,154 35% 01/31/09
Stage Stores 13,500 27% 01/31/14
Gerald Modell, Inc. 2,250 21% 02/01/04
Weeks-Lerman Group, LLC 91,200 100% 06/30/13
Wherehouse 12,330 52% 01/31/02
County of San Diego 11,467 23% 10/23/00
Duane Reade 25,000 100% 01/31/14
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Service One Communication 6,195 20% 08/31/00
Innovative Meetings & Events 3,944 11% 04/14/01
Haverty Furniture Companies Inc. 47,500 100% 08/31/18
Future Electronics 6,538 18% 11/14/99
TruGreen Limited Partnership 31,500 57% 06/30/06
- ---------------------------------------------------------------------------------------
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
- ---------------------------------------------------------------------------------------
24-Hour Fitness 34,420 100% 09/15/19
American Foundation for Biological Research 12,000 22% 10/31/09
NAP NAP NAP NAP
NAP NAP NAP NAP
Ahad Bagherdai 3,000 18% 10/28/00
The People of the State of New York 33,464 100% 10/31/08
NAP NAP NAP NAP
Ascensus of New England 7,751 26% 03/31/02
Decorators Unlimited 33,118 72% 01/31/12
Krause's Sofa Factory 9,345 50% 08/31/00
Office Max 23,500 100% 01/17/17
NAP NAP NAP NAP
RE Realty Experts 22,922 96% 11/15/11
Edgecombe Rental Equipment Co. 13,052 27% 03/31/04
Office Max 23,500 100% 10/10/17
Office Max 23,500 100% 02/12/18
Kmart 84,180 89% 02/28/05
</TABLE>
<TABLE>
<CAPTION>
SECOND
LARGEST
SECOND SECOND TENANT
LARGEST LARGEST LEASE
TENANT TENANT MATURITY
SECOND LARGEST TENANT NRSF NRSF% DATE
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Jonathan Ross Enterprises, Inc. 6,803 18% 04/30/09
SNCRK Leasing, LLC 7,517 12% 10/31/11
Modular Mining 12,445 21% 06/30/03
Avery Dennison Office Products 19,675 19% 07/30/04
Morley Candy Makers, Inc. 33,600 23% 04/30/00
NAP NAP NAP NAP
The Allied Group 6,581 22% 12/31/02
NAP NAP NAP NAP
Government 7,900 15% 11/30/00
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Houlihan's Culinary Trade, Inc. 8,167 10% 04/30/03
Sesame Inn 3,500 11% 08/31/03
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Skin Medicine & Cosmetic Surgery Center, Inc. 3,550 7% 11/30/04
Hibetts Sporting 5,000 10% 01/03/09
Art Tech 2,250 21% 07/01/02
NAP NAP NAP NAP
Zany Brainy 10,400 43% 12/31/02
Dunn-Edwards 6,350 12% 09/30/02
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Thomas W. Hood 2,645 9% 08/31/00
Renzi Custom Gallery, Inc. 3,769 10% 06/14/00
NAP NAP NAP NAP
D.H. Andrews 6,363 17% 12/31/02
All Interior Supply, Inc. 15,000 27% 01/31/02
- ---------------------------------------------------------------------------------
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
- ---------------------------------------------------------------------------------
NAP NAP NAP NAP
Cystic Fibrosis Foundation 5,695 10% 02/28/02
NAP NAP NAP NAP
NAP NAP NAP NAP
Dr. Abdoyan 1,590 10% 01/14/03
NAP NAP NAP NAP
NAP NAP NAP NAP
The Jane Blalock Co. 4,450 15% 10/31/04
Keebler Company 5,348 12% 01/31/03
Kidio Homestores 4,410 24% 08/27/02
NAP NAP NAP NAP
NAP NAP NAP NAP
American Title Insurance Co. 660 3% 04/01/00
BOCES Monroe-Orleans Counties 12,000 25% 06/30/04
NAP NAP NAP NAP
NAP NAP NAP NAP
Rent Way 3,500 4% 05/31/01
</TABLE>
<PAGE> 166
MORTGAGED REAL PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
OCCU-
MORTGAGE PANCY OCCU-
CONTROL LOAN PERCENT- PANCY AS OF
NUMBER SELLER LOAN / PROPERTY NAME AGE DATE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
108 GCFP Wolfie's Plaza 94% 10/05/99
109 GCFP 200-220 West 1st Street 100% 09/22/99
110 GCFP The Loring Building 90% 02/01/00
111 GCFP Park Paloma Apartments 100% 09/15/99
112 GCFP Mitchell Building 100% 01/10/00
113 GCFP Kennedy I Office Building 100% 01/01/00
114 SBRC Holiday Inn Express 65% 12/31/99
115 GCFP 16300 Addison Road Office Building 88% 12/01/99
116 GCFP Fairfield Inn Jackson 83% 09/30/99
117 SBRC Amberwood Mobile Home Park 98% 07/31/99
118 SBRC Carson Commerce Center 87% 07/08/99
119 GCFP Nome Plaza Shopping Center 100% 09/30/99
120 GCFP River Park Shopping Center 100% 11/02/99
121 SBRC Fountain Plaza 100% 11/09/99
122 GCFP Fairfield Inn Hattiesburg 74% 09/30/99
123 GCFP Fairfield Inn Lake Charles-Sulphur 70% 09/30/99
124 SBRC Hampton Inn Blythe 70% 12/31/99
125 SBRC The Grove Shopping Center 93% 11/01/99
126 GCFP 475-499 Hillside Avenue 100% 09/01/99
127 SBRC Copeland Shopping Center 100% 02/01/00
128 GCFP The Fleet Building 97% 10/18/99
129 GCFP Commack Tower Plaza 100% 09/30/99
130 GCFP Shoppes of Northshore 94% 11/30/99
131 SBRC Las Posadas Shopping Center 97% 07/01/99
132 SBRC The Ville Apartments 98% 12/14/99
133 GCFP Amelia Court Apartments 92% 02/29/00
134 SBRC Long Street Townhouses 93% 07/26/99
135 GCFP Silverbrook Apartments 97% 12/31/99
136 SBRC Garden Apartments 92% 07/01/99
137 GCFP Westchester and New Haven Apartments 96% 09/01/99
138 SBRC Madison Midtown Shopping Center 83% 06/30/99
139 SBRC Cleveland Corners Shopping Center 100% 06/30/99
140 SBRC Park Place Apartments 100% 08/16/99
141 GCFP Horizons Apartments 92% 11/30/99
142 GCFP Regency Square Apartments 99% 06/30/99
143 SBRC Federal Express 100% 04/20/99
144 SBRC Levittown Professional Building 100% 06/08/99
145 SBRC 3311 Richmond Office Building 92% 07/01/99
146 SBRC Carmel Towers 94% 01/01/99
147 GCFP Westwood Apartments 100% 08/31/99
148 SBRC Crestridge Apartments 98% 07/21/99
149 GCFP Pine Tree Square 92% 12/22/99
150 GCFP Thistlewood Apartments 100% 12/31/99
151 GCFP Lesbo/Bullion Mobile Home Park 96% 09/01/99
152 SBRC The Town Center 100% 12/06/99
153 SBRC Bayridge Apartments 98% 06/01/99
154 SBRC Ramada Inn - Elizabethtown 66% 09/30/99
155 SBRC Oasis Surgery Center 100% 08/19/99
156 SBRC 715 South Oxford Court Apartments 100% 06/10/99
157 SBRC Barefoot Bay Medical Office Center 100% 06/30/99
158 GCFP 14 Mamaroneck Avenue 100% 10/31/99
159 SBRC Presidio Plaza 88% 08/13/99
160 SBRC 904-912 21st Avenue 100% 04/16/99
161 GCFP Ambassador Apartments 100% 01/26/99
162 SBRC Frisco South Shopping Center 100% 01/01/00
163 GCFP Oquendo Office Warehouse 100% 09/01/99
164 GCFP Palm Harbor Mobile Home Park 85% 07/07/99
165 SBRC Milan Apartments 95% 08/17/99
166 SBRC Palm Pacific Plaza Shopping Center 100% 08/23/99
167 SBRC North Dixie Commerce Center 100% 08/19/99
</TABLE>
<TABLE>
<CAPTION>
LARGEST
TENANT
LARGEST LARGEST LEASE
CONTROL TENANT TENANT MATURITY
NUMBER LARGEST TENANT NRSF NRSF% DATE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
108 Wolfie's Restaurant 5,800 19% 10/31/02
109 Jose Luis Gonzales 2,628 12% 12/01/00
110 City of Riverside 9,038 36% 10/31/00
111 NAP NAP NAP NAP
112 County of Dutchess 34,829 100% 11/08/05
113 Ameritech 46,159 94% 12/31/04
114 NAP NAP NAP NAP
115 Insurance One, L.C. 8,404 35% 12/31/09
116 NAP NAP NAP NAP
117 NAP NAP NAP NAP
118 Greater South Bay Medical 4,032 9% 03/31/02
119 Richmond Superette 2,880 16% 09/30/10
120 David Svetich 6,300 27% 12/31/03
121 Babylon Ent. LLC 10,192 47% 10/01/02
122 NAP NAP NAP NAP
123 NAP NAP NAP NAP
124 NAP NAP NAP NAP
125 Alliance for Performing Arts 9,600 20% 09/30/02
126 Polished Metals 39,200 19% 06/30/02
127 Sleep Train 12,500 60% 06/30/04
128 Trammell Crow 17,824 37% 06/20/02
129 Sleepy's Inc. 3,550 25% 11/30/02
130 Sticky Sixx, Inc. 5,000 23% 04/30/04
131 Hallmark Specialty Retail Group, Inc. 4,160 16% 01/31/01
132 NAP NAP NAP NAP
133 NAP NAP NAP NAP
134 NAP NAP NAP NAP
135 NAP NAP NAP NAP
136 NAP NAP NAP NAP
137 NAP NAP NAP NAP
138 Hollywood Video 5,000 45% 03/31/08
139 Radio Shack #8436 2,400 48% 04/30/08
140 NAP NAP NAP NAP
141 NAP NAP NAP NAP
142 NAP NAP NAP NAP
143 Federal Express 51,892 100% 06/30/07
144 South Nassau Community Hosp. 3,740 19% 01/31/09
145 Progressive Insurance Company 9,515 22% 08/31/02
146 NAP NAP NAP NAP
147 NAP NAP NAP NAP
148 NAP NAP NAP NAP
149 Sears Whitegoods 8,100 33% 10/31/06
150 NAP NAP NAP NAP
151 NAP NAP NAP NAP
152 Master Halco, Inc. 18,196 62% 01/31/04
153 NAP NAP NAP NAP
154 NAP NAP NAP NAP
155 Healthsouth Corp. 9,300 62% 05/22/02
156 NAP NAP NAP NAP
157 Sebastian Hospital, Inc. 9,150 64% 06/30/01
158 System Management Arts, Inc. 11,000 52% 11/30/00
159 Marks Liquor Market 2,420 19% 07/01/03
160 NAP NAP NAP NAP
161 NAP NAP NAP NAP
162 Sheena's Dance Academy 3,012 16% 12/31/01
163 American Laser 4,472 23% 08/01/02
164 NAP NAP NAP NAP
165 NAP NAP NAP NAP
166 Petr Ter-Bagdasarian 3,228 29% 01/01/04
167 Gourmet Food Marketing 5,064 15% 09/30/02
</TABLE>
<TABLE>
<CAPTION>
SECOND
LARGEST
SECOND SECOND TENANT
LARGEST LARGEST LEASE
CONTROL TENANT TENANT MATURITY
NUMBER SECOND LARGEST TENANT NRSF NRSF% DATE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
108 U.S. Post Office 4,400 15% 09/10/04
109 Jose & Ruben Narajo 1,904 9% 12/01/04
110 Citizens Business Bank 3,675 15% 05/31/01
111 NAP NAP NAP NAP
112 NAP NAP NAP NAP
113 TCG 2,727 6% 01/31/06
114 NAP NAP NAP NAP
115 ST Advisory Corp. 3,647 15% 01/31/09
116 NAP NAP NAP NAP
117 NAP NAP NAP NAP
118 Pacific Drafting 3,600 8% MTM
119 Bario's Restaurant & Pizzeria 2,440 13% 12/31/17
120 Everich International 2,995 13% 01/31/03
121 Japan Food SVC 3,200 15% 07/01/02
122 NAP NAP NAP NAP
123 NAP NAP NAP NAP
124 NAP NAP NAP NAP
125 Fathalla - Meat Market 4,800 10% 04/30/03
126 Essex Shade 34,000 16% 11/30/03
127 The Casual Male Inc. 3,255 16% 10/01/00
128 Cardiology Association, Inc. 13,446 28% 02/28/07
129 Rugs-Are-Us, Inc. 3,300 23% 03/30/01
130 The Gordon Bank 4,000 18% 06/30/04
131 Video Tyme 3,440 13% 09/30/02
132 NAP NAP NAP NAP
133 NAP NAP NAP NAP
134 NAP NAP NAP NAP
135 NAP NAP NAP NAP
136 NAP NAP NAP NAP
137 NAP NAP NAP NAP
138 Radio Shack #8454 2,400 22% 03/31/04
139 Athlete's Foot 1,640 33% 08/31/03
140 NAP NAP NAP NAP
141 NAP NAP NAP NAP
142 NAP NAP NAP NAP
143 NAP NAP NAP NAP
144 Dr. Anthony Grillo 1,822 9% 08/31/01
145 The State of Texas 6,252 15% 05/31/06
146 NAP NAP NAP NAP
147 NAP NAP NAP NAP
148 NAP NAP NAP NAP
149 Western Auto Supply Company 8,000 32% 08/31/04
150 NAP NAP NAP NAP
151 NAP NAP NAP NAP
152 Schrimmer Insurance 3,786 13% 01/31/04
153 NAP NAP NAP NAP
154 NAP NAP NAP NAP
155 Coastal Radiation Oncology Medical Group 4,500 30% 05/15/03
156 NAP NAP NAP NAP
157 Ralph B. Monnett, Jr.,MD 2,250 16% 06/30/01
158 Payless Shoesource, Inc. 3,671 17% 01/31/02
159 Western Budget 1,736 14% 09/01/03
160 NAP NAP NAP NAP
161 NAP NAP NAP NAP
162 Matrix Rehabilitation 2,812 15% 05/31/05
163 Las Vegas Poultry 4,472 23% 12/01/03
164 NAP NAP NAP NAP
165 NAP NAP NAP NAP
166 The Gold Rail, Inc. 2,010 18% MTM
167 GDS Engineering, Inc. 3,408 10% 11/30/00
</TABLE>
<PAGE> 167
MORTGAGED REAL PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
OCCU-
MORTGAGE PANCY OCCU-
CONTROL LOAN PERCENT- PANCY AS OF
NUMBER SELLER LOAN / PROPERTY NAME AGE DATE
===============================================================================================================
<S> <C> <C> <C> <C>
168 SBRC Meadowlark Apartments 97% 07/01/99
169 SBRC Old Judge Building 100% 08/30/99
- ---------------------------------------------------------------------------------------------------------------
170 SBRC Sherman/Lennox Portfolio
170A SBRC 6839-6841 Lennox Avenue 100% 08/15/99
170B SBRC 17732 Sherman Way 87% 08/15/99
- ---------------------------------------------------------------------------------------------------------------
171 SBRC Pacific Winds Apartments 100% 07/26/99
172 SBRC Isle of Capri Apartments 100% 08/19/99
173 SBRC Datura Station 100% 08/01/99
174 SBRC Park View Cooperative 100% 08/13/99
175 SBRC H & Z Office Building 100% 07/28/99
176 SBRC Nassau Bay Villas Apartments 96% 06/30/99
177 SBRC 2180 West First Street 99% 11/16/99
178 GCFP 8020 Northwest 60th Street 100% 09/25/99
179 SBRC Irving Place Apartments 97% 07/21/99
180 GCFP Regency Palms Apartments 99% 01/31/00
181 GCFP Four Flags Motors, Inc. 100% 07/07/98
182 GCFP Alexandria Gardens Apartments 100% 01/10/00
183 GCFP 47-49 Main Street 100% 01/18/00
184 SBRC Madrid Apartments 95% 07/20/99
185 SBRC Comfort Inn - Milledgeville 68% 06/30/99
186 SBRC Wal-Mart Shopping Center 100% 09/21/99
187 SBRC Stratford Apartments 96% 01/03/00
188 SBRC Willow Glen Plaza 88% 07/28/99
189 SBRC Edgewater Bay Apartments 97% 08/01/99
190 SBRC 420 Group 100% 04/30/99
191 GCFP 7-Eleven 100% 12/31/99
192 SBRC Lake Forest North Apartments 91% 08/01/99
193 SBRC CompuChem Industrial 100% 07/01/99
194 GCFP Palazzolo Plaza 100% 08/04/99
195 SBRC A. E. Larson Building 90% 11/10/99
196 GCFP Lanewood Apartments 97% 09/17/99
197 GCFP Chris-Town Mobile Home Park 100% 05/31/99
198 SBRC Corbus-Peppertree Lane Apartments 88% 08/20/99
199 SBRC Missouri Meadows Apartments 97% 06/25/99
200 SBRC Highlander Square Apartments 100% 08/30/99
201 SBRC Hillcrest Crossing 100% 06/30/99
202 SBRC Virginia Plaza 100% 08/09/99
203 SBRC Pedersen Building 100% 09/01/99
204 GCFP Spring Oaks Mobile Home & Recreational Vehicle Park 100% 03/21/99
205 SBRC Shadowood Apartments 98% 12/02/99
206 SBRC Arroyo Shopping Center 100% 07/15/99
207 GCFP The Nog Retail Center 100% 09/30/99
208 GCFP London Square Apartments 94% 12/31/99
209 SBRC Petite Chateau Villa Mobile Home Park 93% 08/01/99
210 GCFP Walnut Hills Apartments 93% 12/31/99
211 SBRC Palmer Highway Shopping Center 100% 12/16/99
212 SBRC Somerset Apartments 98% 08/23/99
- ---------------------------------------------------------------------------------------------------------------
213 SBRC Shady Acres/Pine Shadows Portfolio
213A SBRC Shady Acres Duplexes 96% 06/01/99
213B SBRC Pine Shadows Estates 75% 06/01/99
- ---------------------------------------------------------------------------------------------------------------
214 SBRC Vanowen Street Retail Center 100% 12/04/99
215 GCFP Rena's Village Plaza 100% 09/30/99
216 SBRC Stanford Place Apartments 100% 07/13/99
217 SBRC Panola-Redan Crossing 100% 10/01/99
218 SBRC Garnet Avenue Shopping Center 100% 12/07/99
219 SBRC The Chalet Apartments 98% 06/30/99
220 SBRC Galt Ocean Plaza 100% 11/07/99
221 SBRC Zion Street Apartments 100% 09/27/99
</TABLE>
<TABLE>
<CAPTION>
LARGEST
TENANT
LARGEST LARGEST LEASE
CONTROL TENANT TENANT MATURITY
NUMBER LARGEST TENANT NRSF NRSF% DATE
===========================================================================================================
<S> <S> <C> <C> <C>
168 NAP NAP NAP NAP
169 Jake's Steak 8,400 20% 08/14/08
- -----------------------------------------------------------------------------------------------------------
170
170A NPS Partners, Ltd. 7,200 46% 06/30/02
170B Hair Extentions 1,600 18% 12/31/01
- -----------------------------------------------------------------------------------------------------------
171 NAP NAP NAP NAP
172 NAP NAP NAP NAP
173 Reg Architects 2,873 24% 06/01/07
174 NAP NAP NAP NAP
175 Market Driven School 6,339 38% 08/31/03
176 NAP NAP NAP NAP
177 Lee County, Florida 8,279 29% 08/14/00
178 Spiegel Meats, Inc. 34,566 100% 06/30/13
179 NAP NAP NAP NAP
180 NAP NAP NAP NAP
181 Four Flags Motors 24,182 100% 06/30/18
182 NAP NAP NAP NAP
183 Maxwell's Home Decorative, Inc. 2,288 64% 12/31/03
184 NAP NAP NAP NAP
185 NAP NAP NAP NAP
186 Southwestern Bell Wireless 7,544 53% 06/30/05
187 NAP NAP NAP NAP
188 Kwik Wash 2,000 17% 06/30/00
189 NAP NAP NAP NAP
190 NAP NAP NAP NAP
191 The Southland Corporation 2,993 100% 04/30/19
192 NAP NAP NAP NAP
193 Liberty Analytical Corp dba CompuChem Env Corp. 30,669 100% 06/30/14
194 Ronald L. Moloff, D.D.S., P.C. 2,328 19% 12/31/04
195 Columbia Legal 4,865 9% 10/31/04
196 NAP NAP NAP NAP
197 NAP NAP NAP NAP
198 NAP NAP NAP NAP
199 NAP NAP NAP NAP
200 NAP NAP NAP NAP
201 Judy Nordseth Photography 2,500 25% 09/01/11
202 Paper Lion 2,340 22% 08/31/00
203 Mail Boxes, Etc. 1,620 22% 11/01/01
204 NAP NAP NAP NAP
205 NAP NAP NAP NAP
206 Arroyo Liquors 2,800 24% 10/31/10
207 Handy Andy Supermarkets 22,950 85% 06/30/01
208 NAP NAP NAP NAP
209 NAP NAP NAP NAP
210 NAP NAP NAP NAP
211 Lone Star Cleaners 2,190 17% 12/31/03
212 NAP NAP NAP NAP
- -----------------------------------------------------------------------------------------------------------
213
213A NAP NAP NAP NAP
213B NAP NAP NAP NAP
- -----------------------------------------------------------------------------------------------------------
214 Teresa and Carlos Figueroa 2,000 21% 07/01/00
215 Steel Mill Inc. 4,700 24% 02/28/02
216 NAP NAP NAP NAP
217 Mountain Farms 2,048 18% 07/01/03
218 7-11, Inc. 2,491 38% 05/31/09
219 NAP NAP NAP NAP
220 Candy Colby Body Factory, Inc. 4,200 17% 09/30/01
221 NAP NAP NAP NAP
</TABLE>
<TABLE>
<CAPTION>
SECOND
LARGEST
SECOND SECOND TENANT
LARGEST LARGEST LEASE
CONTROL TENANT TENANT MATURITY
NUMBER SECOND LARGEST TENANT NRSF NRSF% DATE
=====================================================================================================
<S> <S> <C> <C> <C>
168 NAP NAP NAP NAP
169 Castle Law 6,415 16% 04/30/01
- -----------------------------------------------------------------------------------------------------
170
170A Buzz's Coin Laundry, Inc. 6,200 40% 09/30/01
170B Jason Construction, Inc. 1,500 17% MTM
- -----------------------------------------------------------------------------------------------------
171 NAP NAP NAP NAP
172 NAP NAP NAP NAP
173 Biga Bakery 2,500 21% 06/01/03
174 NAP NAP NAP NAP
175 Lifeworks 2,016 12% 12/01/02
176 NAP NAP NAP NAP
177 Lee County, Florida 4,387 15% 08/14/00
178 NAP NAP NAP NAP
179 NAP NAP NAP NAP
180 NAP NAP NAP NAP
181 NAP NAP NAP NAP
182 NAP NAP NAP NAP
183 Freeport Taco Bay, Inc. 1,300 36% 02/28/07
184 NAP NAP NAP NAP
185 NAP NAP NAP NAP
186 Rent-A-Center, A Division of Thorn America, Inc. 3,000 21% 04/30/01
187 NAP NAP NAP NAP
188 Sun Masters 1,715 15% 07/31/02
189 NAP NAP NAP NAP
190 NAP NAP NAP NAP
191 NAP NAP NAP NAP
192 NAP NAP NAP NAP
193 NAP NAP NAP NAP
194 Burton Langer, D.M.D. 1,999 17% 12/31/04
195 Dunbar Jewelers, Inc. 4,112 8% 12/31/00
196 NAP NAP NAP NAP
197 NAP NAP NAP NAP
198 NAP NAP NAP NAP
199 NAP NAP NAP NAP
200 NAP NAP NAP NAP
201 City Credit Union 2,350 24% 09/01/03
202 Yours By Design 1,872 17% 09/30/02
203 First National Bank of Telluride 1,526 21% 09/01/07
204 NAP NAP NAP NAP
205 NAP NAP NAP NAP
206 Southland Corp. (7-11) 2,160 19% 11/30/03
207 Kwik Wash Laundries, Inc. 2,100 8% 08/31/00
208 NAP NAP NAP NAP
209 NAP NAP NAP NAP
210 NAP NAP NAP NAP
211 Fertile Turtle Maternity 1,980 15% 12/31/00
212 NAP NAP NAP NAP
- -----------------------------------------------------------------------------------------------------
213
213A NAP NAP NAP NAP
213B NAP NAP NAP NAP
- -----------------------------------------------------------------------------------------------------
214 Yum Yum Donut Shops, Inc. 1,060 11% 02/01/08
215 Don Victor's Bar & Grill 2,530 13% 07/31/01
216 NAP NAP NAP NAP
217 Dr. Ida Lanier 1,344 12% MTM
218 Wash America, Inc. 1,100 17% 06/30/04
219 NAP NAP NAP NAP
220 Sephardic Synagogue of Ft. Lauderdale-BNM Inc. 3,540 14% 10/31/00
221 NAP NAP NAP NAP
</TABLE>
<PAGE> 168
MORTGAGED REAL PROPERTY TENANCY INFORMATION
<TABLE>
<CAPTION>
OCCU-
MORTGAGE PANCY OCCU-
CONTROL LOAN PERCENT- PANCY AS OF
NUMBER SELLER LOAN / PROPERTY NAME AGE DATE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
222 GCFP Country Square Mobile Home Park 98% 06/01/99
223 GCFP 1513-1517 Taylor Avenue 97% 01/01/00
224 GCFP Westside Warehouse 100% 01/26/00
225 SBRC Heritage House Apartments 89% 06/01/99
226 SBRC Troy Building 97% 07/01/99
227 SBRC Arlington Manor Mobile Home Park 94% 11/11/99
228 GCFP Capitol View Apartments, Charles Apartments &
Randolph Apartments 100% 03/01/99
229 SBRC Beresford Retail 100% 08/03/99
230 SBRC 120 Standard Street 100% 07/07/99
231 GCFP 2077-2089 New York Avenue 100% 07/17/99
232 SBRC Blair Place Duplexes 100% 06/30/99
233 SBRC 18714 Parthenia Street 100% 09/03/98
234 GCFP Thornapple Apartments 100% 12/31/99
235 GCFP 2800 Oakmont Drive 100% 07/14/99
236 SBRC Fox Tile 100% 08/24/99
237 SBRC 471 Prospect Street 100% 07/29/99
238 GCFP Barclay Arms Apartments 100% 12/31/99
239 SBRC Wishney 89% UAV
240 GCFP Elmgrove Apartments 94% 12/31/99
241 SBRC Centennial Apartments 100% 04/01/99
242 SBRC Vanguard Industrial Building 100% 10/01/99
243 GCFP 135-145 Orange Street Apartments 97% 10/12/99
244 SBRC Brentwood Village Apartments 97% 07/01/99
245 GCFP Seoul Plaza 97% 10/02/99
246 SBRC Glendale Apartments 100% 10/01/99
247 GCFP Riverview Apartments 100% 02/24/99
248 GCFP 820 Linden Boulevard 100% 08/18/99
249 GCFP Vail Valley Auto 100% 07/21/98
250 GCFP Hawthorne Apartments II 94% 12/31/99
251 GCFP 2096 Saint Georges Avenue 100% 01/04/00
252 SBRC Notre Dame Apartments 100% 07/31/99
253 GCFP Nash Multi-family Apartments 100% 01/17/00
254 SBRC Somers Apartments 100% 09/09/99
255 GCFP Foxglove Apartments, Phase I 100% 12/31/99
256 SBRC Muse Apartments 100% 08/01/99
257 GCFP Chalmer Place 100% 09/14/99
258 GCFP Ivy Court Apartments 98% 12/31/99
259 GCFP Royce Apartments 100% 10/01/99
260 SBRC C. Martin Company 100% 04/15/99
261 GCFP Aster Court Apartments 91% 12/31/99
262 GCFP Zora Lee Apartments 100% 10/01/99
263 GCFP Foxglove II Apartments 100% 12/31/99
264 GCFP Indiana Street Apartments 100% 01/25/99
265 GCFP "A" Street Apartments 100% 09/30/99
266 GCFP The Colonial Apartments 100% 09/30/99
267 GCFP Taylene Court Apartments 100% 01/21/00
268 GCFP Myrtle Street Apartments 100% 10/01/99
</TABLE>
<TABLE>
<CAPTION>
LARGEST
TENANT
LARGEST LARGEST LEASE
TENANT TENANT MATURITY
LARGEST TENANT NRSF NRSF% DATE
- ------------------------------------------------------------------------
<S> <C> <C> <C>
NAP NAP NAP NAP
NAP NAP NAP NAP
Priester Supply 19,414 41% 12/31/01
NAP NAP NAP NAP
Johnstone Supply 18,740 32% 03/31/02
NAP NAP NAP NAP
NAP NAP NAP NAP
Eddie's Jr. Market 2,500 31% 12/21/03
Rockwell/Collins, Inc. 12,000 100% 04/30/03
Kohaku Japanese Restaurant 1,470 15% 12/31/04
NAP NAP NAP NAP
Save Six, Inc 16,632 100% 09/03/08
NAP NAP NAP NAP
Tyco Packaging Systems 13,400 100% 01/31/02
Fox Tile 18,100 61% 02/04/08
NAP NAP NAP NAP
NAP NAP NAP NAP
Sasa Liquor 2,175 10% 04/01/00
NAP NAP NAP NAP
NAP NAP NAP NAP
John Beck 780 6% MTM
NAP NAP NAP NAP
NAP NAP NAP NAP
Royal Box Retaurant 4,400 43% 08/31/09
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Vail Valley Auto Supply, Inc. 3,863 100% 12/31/12
NAP NAP NAP NAP
Langton & Alter 3,668 100% 12/31/12
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
C. Martin Company, Inc. 12,330 100% 04/30/11
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
</TABLE>
<TABLE>
<CAPTION>
SECOND
LARGEST
SECOND SECOND TENANT
LARGEST LARGEST LEASE
TENANT TENANT MATURITY
SECOND LARGEST TENANT NRSF NRSF% DATE
- -------------------------------------------------------------
<S> <C> <C> <C>
NAP NAP NAP NAP
NAP NAP NAP NAP
F.L. Traylor 8,000 17% 05/31/00
NAP NAP NAP NAP
Troy Studios 13,700 23% 09/30/00
NAP NAP NAP NAP
NAP NAP NAP NAP
Valentino's Pizza 1,700 21% 09/02/03
NAP NAP NAP NAP
Blair TV Repair 1,470 15% 12/31/04
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
Comco Tec 7,100 24% 05/31/00
NAP NAP NAP NAP
NAP NAP NAP NAP
Cal Tan 2,160 10% 01/01/03
NAP NAP NAP NAP
NAP NAP NAP NAP
Ben Barajas, CGT 780 6% MTM
NAP NAP NAP NAP
NAP NAP NAP NAP
Fish Market 1,590 16% 08/30/00
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
NAP NAP NAP NAP
</TABLE>
<PAGE> 169
MORTGAGED REAL PROPERTY HISTORICAL AND UNDERWRITTEN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1998 1998
STATE- STATE-
1998 MENT MENT
CONTROL MORTGAGE STATEMENT NUMBER ENDING
NUMBER LOAN SELLER LOAN / PROPERTY NAME TYPE OF MONTHS DATE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 SBRC Putnam Building UAV UAV UAV
2 GCFP Jovanna Villas Apartments UAV UAV UAV
3 GCFP Los Cabos II Apartments UAV UAV UAV
4 GCFP Sunrise Plaza Shopping Center Full Year 12 09/30/98
5 GCFP Hasbrouck & Torview Apartments Full Year 12 12/31/98
- ---------------------------------------------------------------------------------------------------------
6 SBRC Muncie Apartments Portfolio
6A SBRC Silvertree Apartments Full Year 12 12/31/98
6B SBRC Windsong Apartments Full Year 12 12/31/98
6C SBRC Autumn Breeze Apartments Full Year 12 12/31/98
6D SBRC Sunreach Apartments Full Year 12 12/31/98
6E SBRC Everbrook Apartments Full Year 12 12/31/98
6F SBRC Cardinal Villa Apartments Full Year 12 12/31/98
- ---------------------------------------------------------------------------------------------------------
7 SBRC Sports Arena Village Full Year 12 12/31/98
8 GCFP Holiday Inn Somerset Full Year 12 12/31/98
9 GCFP Southridge Shopping Center Full Year 12 12/31/98
10 GCFP Stewart Plaza Full Year 12 12/31/98
11 GCFP The Carriage Building (Building 39) Full Year 12 12/31/98
12 GCFP 1000 Adams Avenue UAV UAV UAV
13 GCFP 101 West Avenue Full Year 12 12/31/98
14 GCFP Clearview Farms Apartments Full Year 12 12/31/98
15 GCFP The TJ Building UAV UAV UAV
16 GCFP International Precision Components Corp.
Building UAV UAV UAV
17 GCFP 480 Sprague Street UAV UAV UAV
18 GCFP 990 Spring Garden Street UAV UAV UAV
19 SBRC Los Altos Woods Office Building Full Year 12 12/31/98
20 GCFP 655 Merrick Avenue UAV UAV UAV
21 GCFP Nicholson Plaza Full Year 12 12/31/98
22 GCFP Ventura Village Shopping Center UAV UAV UAV
23 SBRC Bridgetown 1 Office Building UAV UAV UAV
24 GCFP Courtyard Center Full Year 12 12/31/98
25 GCFP Raymour & Flanigan Plaza A UAV UAV UAV
26 GCFP 4707 East Baseline Road UAV UAV UAV
27 GCFP Holiday Inn Arena Full Year 12 12/31/98
28 GCFP Kentbrook Apartments Full Year 12 12/31/98
29 GCFP Ramada Plaza Hotel and Office Building Full Year 12 12/31/98
30 GCFP Quail Park I Full Year 12 12/31/98
31 GCFP 139 Main Street Full Year 12 12/31/98
32 GCFP Holiday Inn University Full Year 12 12/31/98
33 GCFP PRG - Scenic Technologies UAV UAV UAV
34 GCFP Raymour & Flanigan Plaza B Full Year 12 12/31/98
35 GCFP West County Professional and
Medical Center Full Year 12 12/31/98
36 SBRC Herndon Plaza Retail Center Full Year 12 12/31/98
37 GCFP 15250 Avenue of Science Full Year 12 12/31/98
38 GCFP The Barnyard Retail Center Full Year 12 12/31/98
39 GCFP 711 Madison Avenue Full Year 12 12/31/98
40 SBRC 132 South Rodeo Drive Full Year 12 12/31/98
41 GCFP 4001 Fairview Industrial Drive Southeast UAV UAV UAV
42 GCFP The Parris Building (Building 34) Full Year 12 12/31/98
43 SBRC Cherry Tree Shopping Center Full Year 12 12/31/98
44 SBRC 1916-1928 Old Middlefield Road UAV UAV UAV
45 GCFP Days Inn Singer Island Full Year 12 12/31/98
46 GCFP The Sports Authority Full Year 12 11/30/98
47 GCFP Grand Union Supermarket UAV UAV UAV
48 GCFP Parklawn Center Full Year 12 12/31/98
49 GCFP Two World's Fair Drive Full Year 12 12/31/98
50 GCFP Arden Woods Office Building Full Year 12 12/31/98
51 GCFP 350 Centerpointe Full Year 12 12/31/98
52 GCFP Erie Canal Commons UAV UAV UAV
53 GCFP Executive Center Northridge Full Year 12 12/31/98
</TABLE>
<TABLE>
<CAPTION>
1999 1999
STATE- STATE-
1998 1999 MENT MENT
CONTROL 1998 1998 NOI STATEMENT NUMBER ENDING
NUMBER REVENUES EXPENSES 1998 NOI DSCR TYPE OF MONTHS DATE
- --------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C> <C>
1 UAV UAV UAV UAV Full Year 12 12/31/99
2 UAV UAV UAV UAV UAV UAV UAV
3 UAV UAV UAV UAV UAV UAV UAV
4 2,195,053 533,276 1,661,777 1.25 Annualized 11 08/31/99
5 3,326,070 1,560,840 1,765,230 1.35 Annualized 9 09/30/99
- --------------------------------------------------------------------------------------
6 1,820,863 1.43
6A 953,096 305,384 647,712 Annualized 9 09/30/99
6B 488,468 145,326 343,142 Annualized 9 09/30/99
6C 481,334 147,849 333,485 Annualized 9 09/30/99
6D 318,670 96,814 221,856 Annualized 9 09/30/99
6E 247,404 96,529 150,876 Annualized 9 09/30/99
6F 188,869 65,077 123,792 Annualized 9 09/30/99
- --------------------------------------------------------------------------------------
7 3,681,655 1,430,142 2,251,514 1.72 Annualized 3 06/30/99
8 8,873,269 6,623,697 2,249,572 1.70 Full Year 12 12/31/99
9 1,901,874 656,225 1,245,649 1.16 Trailing 12 12 09/30/99
10 1,749,411 633,021 1,116,390 1.13 Annualized 9 09/30/99
11 2,406,476 829,599 1,576,877 1.59 Annualized 11 12/16/99
12 UAV UAV UAV UAV UAV UAV UAV
13 1,766,613 412,467 1,354,146 1.52 Full Year 12 12/31/99
14 2,380,059 1,051,561 1,328,498 1.52 Full Year 12 12/31/99
15 UAV UAV UAV UAV Annualized 7 07/01/99
16 UAV UAV UAV UAV UAV UAV UAV
17 UAV UAV UAV UAV UAV UAV UAV
18 UAV UAV UAV UAV UAV UAV UAV
19 858,585 243,248 615,337 0.90 Trailing 12 12 06/30/99
20 UAV UAV UAV UAV Full Year 12 12/31/99
21 1,192,742 311,129 881,613 1.32 Full Year 12 12/31/99
22 UAV UAV UAV UAV Annualized 7 12/31/99
23 UAV UAV UAV UAV Annualized 6 06/30/99
24 1,123,766 526,361 597,405 1.04 Annualized 9 09/30/99
25 UAV UAV UAV UAV Annualized 10 10/31/99
26 UAV UAV UAV UAV Annualized 4 11/30/99
27 5,634,095 4,543,063 1,091,032 1.86 Full Year 12 12/31/99
28 1,124,111 472,565 651,547 1.21 Annualized 10 10/31/99
29 6,407,216 4,271,679 2,135,537 3.88 Trailing 12 12 09/30/99
30 1,104,429 221,913 882,516 1.55 Annualized 9 09/30/99
31 1,218,689 313,991 904,698 1.86 Annualized 9 09/30/99
32 2,842,793 1,967,932 874,861 1.71 Full Year 12 12/31/99
33 UAV UAV UAV UAV UAV UAV UAV
34 698,678 122,907 575,771 1.17 Annualized 11 11/30/99
35 794,818 217,734 577,084 1.17 Annualized 9 09/30/99
36 1,834,223 813,709 1,020,514 1.65 Annualized 6 06/30/99
37 647,377 107,183 540,194 1.28 Annualized 11 11/30/99
38 1,672,965 929,506 743,459 1.77 Annualized 9 09/30/99
39 749,956 251,349 498,607 1.02 Annualized 10 10/31/99
40 1,024,948 368,352 656,596 1.43 UAV UAV UAV
41 UAV UAV UAV UAV Annualized 9 11/23/99
42 1,438,442 546,797 891,645 2.15 UAV UAV UAV
43 881,681 141,871 739,810 1.72 Annualized 9 09/30/99
44 UAV UAV UAV UAV Annualized 7 07/31/99
45 2,266,838 1,382,192 884,646 1.93 UAV UAV UAV
46 543,750 0 543,750 1.38 Annualized 10 09/30/99
47 UAV UAV UAV UAV Annualized 11 12/27/99
48 695,083 158,573 536,510 1.40 Partial Year 5 10/31/99
49 848,611 406,824 441,787 1.20 Annualized 5 11/30/99
50 918,275 356,570 561,704 1.48 Trailing 12 12 08/31/99
51 863,621 404,094 459,527 1.19 Full Year 12 12/31/99
52 UAV UAV UAV UAV Annualized 10 10/31/99
53 682,610 181,851 500,759 1.38 Annualized 9 09/30/99
</TABLE>
<TABLE>
<CAPTION>
1999
CONTROL 1999 1999 NOI U/W U/W
NUMBER REVENUES EXPENSES 1999 NOI OSCR REVENUES EXPENSES
- --------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C>
1 3,062,485 51,165 3,011,320 1.23 3,097,500 92,925
2 UAV UAV UAV UAV 2,286,841 728,826
3 UAV UAV UAV UAV 1,748,307 612,390
4 2,079,091 425,700 1,653,390 1.24 2,382,138 513,100
5 3,487,191 1,593,242 1,893,949 1.44 3,478,532 1,748,831
- --------------------------------------------------------------------------
6 1,909,181 1.50
6A 944,176 308,597 635,579 890,122 333,894
6B 484,137 120,952 363,185 484,540 149,594
6C 524,580 143,344 381,236 494,802 154,356
6D 311,918 93,872 218,046 322,226 101,366
6E 249,946 82,216 167,730 257,121 103,651
6F 198,672 55,267 143,405 182,005 68,707
- --------------------------------------------------------------------------
7 3,627,907 1,418,635 2,209,272 1.69 3,668,743 1,603,041
8 9,068,620 6,801,593 2,267,027 1.71 9,061,780 6,735,328
9 2,159,230 796,819 1,362,411 1.27 2,197,133 661,858
10 1,998,239 757,891 1,240,348 1.26 2,148,743 666,261
11 2,346,938 847,252 1,499,686 1.52 2,272,936 848,408
12 UAV UAV UAV UAV 2,173,528 825,059
13 1,965,131 644,588 1,320,543 1.49 1,659,713 404,502
14 2,345,097 1,062,706 1,282,391 1.47 2,358,108 1,129,773
15 1,893,309 535,599 1,357,709 1.72 1,824,282 653,728
16 UAV UAV UAV UAV 1,271,683 286,668
17 UAV UAV UAV UAV 1,052,138 31,564
18 UAV UAV UAV UAV 1,925,071 837,993
19 1,035,563 236,805 798,758 1.17 1,259,846 339,926
20 1,221,788 464,346 757,442 1.23 1,274,525 476,714
21 1,301,155 328,258 972,897 1.45 1,306,582 338,825
22 893,304 115,068 778,236 1.29 944,045 176,654
23 896,690 213,883 682,808 1.14 1,082,725 261,310
24 1,497,006 676,063 820,943 1.43 1,477,665 594,477
25 898,354 277,580 620,774 1.06 1,171,018 323,175
26 817,182 6,427 810,754 1.41 792,192 26,766
27 5,532,123 4,343,556 1,188,567 2.03 5,501,849 4,453,331
28 1,262,738 479,227 783,510 1.45 1,250,693 487,078
29 6,513,587 4,786,463 1,727,124 3.14 5,408,745 4,184,703
30 783,050 171,369 611,681 1.07 1,073,802 246,480
31 1,222,428 340,295 882,133 1.81 1,059,063 331,746
32 2,924,549 2,073,905 850,644 1.66 2,871,861 2,024,670
33 UAV UAV UAV UAV 940,213 204,730
34 909,648 210,879 698,769 1.42 975,506 256,695
35 775,044 169,974 605,070 1.23 1,161,011 384,537
36 2,061,720 765,152 1,296,568 2.09 1,945,956 860,200
37 644,506 77,347 567,160 1.35 616,438 18,493
38 1,756,637 965,962 790,675 1.89 1,682,354 919,057
39 825,317 231,815 593,502 1.21 959,224 293,917
40 UAV UAV UAV UAV 987,020 357,906
41 681,254 0 681,254 1.56 671,206 31,848
42 UAV UAV UAV UAV 1,332,695 592,168
43 745,649 170,049 575,600 1.34 776,920 160,137
44 491,552 63,289 428,263 0.81 827,556 136,702
45 UAV UAV UAV UAV 2,376,898 1,486,063
46 555,000 0 555,000 1.41 557,750 16,733
47 483,301 4,466 478,835 1.14 604,675 28,140
48 650,846 168,944 481,902 1.26 680,324 154,584
49 957,332 378,957 578,375 1.57 991,400 426,052
50 967,984 379,122 588,862 1.55 1,065,620 479,413
51 930,645 472,809 457,836 1.18 938,368 384,383
52 772,067 272,765 499,301 1.45 728,858 246,842
53 738,053 194,965 543,088 1.49 756,660 199,047
</TABLE>
<TABLE>
<CAPTION>
U/W U/W
CONTROL NOI NCF
NUMBER U/W NOI DSCR U/W NCF DSCR
- ---------------------------------------------
<S> <S> <C> <C> <C>
1 3,004,575 1.22 2,969,575 1.21
2 1,558,015 1.25 1,492,015 1.20
3 1,135,917 1.25 1,083,417 1.20
4 1,869,038 1.40 1,753,600 1.32
5 1,729,701 1.32 1,655,101 1.26
- ---------------------------------------------
6 1,719,249 1.35 1,577,884 1.24
6A 556,228 500,003
6B 334,946 312,906
6C 340,447 319,102
6D 220,860 203,310
6E 153,471 137,316
6F 113,298 105,248
- ---------------------------------------------
7 2,065,702 1.58 1,766,018 1.35
8 2,326,452 1.76 1,873,363 1.41
9 1,535,275 1.43 1,424,498 1.33
10 1,482,482 1.51 1,331,036 1.35
11 1,424,528 1.44 1,281,358 1.30
12 1,348,469 1.40 1,172,207 1.22
13 1,255,211 1.41 1,141,776 1.29
14 1,228,335 1.40 1,139,985 1.30
15 1,170,554 1.49 1,022,625 1.30
16 985,015 1.29 945,378 1.23
17 1,020,574 1.44 918,827 1.30
18 1,087,078 1.51 926,245 1.29
19 919,920 1.35 873,223 1.28
20 797,811 1.29 770,549 1.25
21 967,757 1.44 894,727 1.34
22 767,391 1.28 745,126 1.24
23 821,416 1.38 746,027 1.25
24 883,188 1.53 791,529 1.38
25 847,843 1.44 768,845 1.31
26 765,426 1.33 719,659 1.25
27 1,048,518 1.79 828,444 1.41
28 763,615 1.42 713,608 1.32
29 1,224,042 2.22 905,804 1.65
30 827,322 1.45 739,189 1.29
31 727,317 1.49 684,321 1.40
32 847,191 1.65 707,557 1.38
33 735,483 1.41 683,963 1.31
34 718,811 1.46 671,482 1.36
35 776,474 1.58 637,984 1.30
36 1,085,756 1.75 945,783 1.53
37 597,945 1.42 556,600 1.32
38 763,297 1.82 670,044 1.60
39 665,307 1.36 641,293 1.31
40 629,114 1.37 604,430 1.32
41 639,358 1.46 582,675 1.33
42 740,528 1.78 658,637 1.59
43 616,783 1.44 553,732 1.29
44 690,854 1.31 636,547 1.20
45 890,835 1.95 795,759 1.74
46 541,017 1.38 514,417 1.31
47 576,535 1.37 552,542 1.31
48 525,740 1.37 480,023 1.25
49 565,348 1.54 465,313 1.26
50 586,207 1.54 497,503 1.31
51 553,985 1.43 502,085 1.30
52 482,016 1.40 438,840 1.27
53 557,613 1.53 476,029 1.31
</TABLE>
<PAGE> 170
MORTGAGED REAL PROPERTY HISTORICAL AND UNDERWRITTEN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1998 1998
STATE- STATE-
1998 MENT MENT
CONTROL MORTGAGE STATEMENT NUMBER ENDING
NUMBER LOAN SELLER LOAN / PROPERTY NAME TYPE OF MONTHS DATE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
54 SBRC Jester Village Retail Center UAV UAV UAV
55 GCFP Suncreek Corporate Center UAV UAV UAV
56 GCFP Airport Business Plaza UAV UAV UAV
57 SBRC Otay Distribution Center UAV UAV UAV
58 GCFP Groesbeck Industrial Park Full Year 12 12/31/98
59 GCFP A Safe Self Storage Full Year 12 12/31/98
60 GCFP Audobon One Full Year 12 12/31/98
61 GCFP Quail Valley Apartments UAV UAV UAV
62 SBRC Valley Sunset Center Full Year 12 12/31/98
63 GCFP Tangerine Hill Apartments Full Year 12 12/31/98
64 GCFP Modesto Imaging Center Full Year 12 12/31/98
65 GCFP Beechnut Grove Apartments Full Year 12 12/31/98
66 GCFP Woodvine Apartments Full Year 12 12/31/98
67 GCFP Holiday Inn Kennedy Space Center Full Year 12 12/31/98
68 GCFP Chateau Resort & Conf. Full Year 12 12/31/98
69 GCFP West Pointe Apartments Full Year 12 12/31/98
70 GCFP Auburn Hills Industrial Center UAV UAV UAV
71 SBRC Ponderosa Village Shopping Center UAV UAV UAV
72 SBRC Heinz Apartments Full Year 12 12/31/98
73 GCFP Barcelona Apartments Full Year 12 12/31/98
74 SBRC Highbury Court Apartments Full Year 12 12/31/98
75 GCFP BankBoston Building UAV UAV UAV
76 SBRC Northwest Plaza Shopping Center UAV UAV UAV
77 GCFP 43 West 47th Street UAV UAV UAV
78 SBRC 58-38 Page Place Full Year 12 12/31/98
79 GCFP 3832-3844 Sepulveda Boulevard Full Year 12 12/31/98
80 SBRC Sweetwater Plaza East Full Year 12 12/31/98
81 SBRC Duane Reade Maspeth Full Year 12 12/31/98
82 GCFP Fairfield Inn Houma Full Year 12 12/31/98
83 SBRC Brentwood Apartments Full Year 12 12/31/98
84 SBRC Whitehall Apartments Full Year 12 12/31/98
85 SBRC Wind River Park Plaza Full Year 12 12/31/98
86 SBRC Newport Victoria Plaza Full Year 12 12/31/98
87 SBRC Haverty Furniture Store Full Year 12 12/31/98
88 GCFP Westgate Office Center Full Year 12 12/31/98
89 GCFP Commonwealth Park UAV UAV UAV
- ---------------------------------------------------------------------------------------------------------
90 SBRC New Jersey Portfolio
90A SBRC 5004 Palisades Full Year 12 12/31/98
90B SBRC 727 & 727A 25th Street Full Year 12 12/31/98
90C SBRC Franklin's Tower Two Full Year 12 12/31/98
90D SBRC Franklin's Tower One Full Year 12 12/31/98
- ---------------------------------------------------------------------------------------------------------
91 GCFP Centerpointe 24-Hour Fitness UAV UAV UAV
92 GCFP Keats Plaza Full Year 12 12/31/98
93 SBRC South Pointe Townhomes Full Year 12 12/31/98
94 GCFP Glenmoor Green I Apartments Full Year 12 12/31/98
95 SBRC Alameda Shopping Center Full Year 12 12/31/98
96 SBRC 41 North Division Street UAV UAV UAV
97 GCFP Glenmoor Green II Apartments Full Year 12 12/31/98
98 GCFP Flagship Wharf Commercial Condominium Full Year 12 12/31/98
99 GCFP South Park Center Full Year 12 12/31/98
100 GCFP 1952 West El Camino Full Year 12 12/31/98
101 SBRC Office Max Traverse Full Year 12 12/31/98
102 GCFP Rockland Multi-family Residences UAV UAV UAV
103 GCFP Realty Expert Building Full Year 12 12/31/98
104 GCFP 75 Bermar Park, Nickel Office Building &
Tonida Office Building UAV UAV UAV
105 SBRC Office Max Mankato Full Year 12 12/31/98
106 SBRC Office Max Martinsburg UAV UAV UAV
107 GCFP Kmart South Bend Full Year 12 12/31/98
</TABLE>
<TABLE>
<CAPTION>
1999 1999
STATE- STATE-
1998 1999 MENT MENT
CONTROL 1998 1998 NOI STATEMENT NUMBER ENDING
NUMBER REVENUES EXPENSES 1998 NOI DSCR TYPE OF MONTHS DATE
- --------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C> <C>
54 UAV UAV UAV UAV UAV UAV UAV
55 UAV UAV UAV UAV UAV UAV UAV
56 UAV UAV UAV UAV Full Year 12 12/31/99
57 UAV UAV UAV UAV UAV UAV UAV
58 698,772 146,748 552,024 1.51 Full Year 12 12/31/99
59 609,432 162,292 447,140 1.29 Annualized 11 11/30/99
60 657,422 188,377 469,045 1.55 Annualized 11 11/30/99
61 UAV UAV UAV UAV Annualized 10 10/31/99
62 388,427 117,152 271,275 0.83 Annualized 6 06/30/99
63 662,179 254,227 407,952 1.45 Trailing 12 12 08/31/99
64 444,045 6,139 437,906 1.45 UAV UAV UAV
65 488,375 269,652 218,723 1.18 Trailing 12 12 10/31/99
66 516,941 382,340 134,602 1.18 Trailing 12 12 10/31/99
67 2,343,436 1,777,668 565,768 1.84 Trailing 12 12 09/30/99
68 4,054,260 3,306,294 747,966 2.23 Trailing 12 12 06/30/99
69 589,945 263,903 326,042 1.14 UAV UAV UAV
70 UAV UAV UAV UAV UAV UAV UAV
71 UAV UAV UAV UAV Annualized 5 05/31/99
72 392,893 36,051 356,842 1.22 Annualized 9 09/30/99
73 612,710 274,294 338,416 1.25 Annualized 9 09/30/99
74 733,787 377,216 356,571 1.28 Annualized 6 06/29/99
75 UAV UAV UAV UAV Annualized 6 06/01/99
76 UAV UAV UAV UAV Annualized 7 07/31/99
77 UAV UAV UAV UAV UAV UAV UAV
78 567,840 167,162 400,678 1.34 UAV UAV UAV
79 516,434 47,069 469,365 1.94 Full Year 12 12/29/99
80 571,746 158,969 412,776 1.58 Annualized 6 06/30/99
81 474,270 104,252 370,019 1.48 UAV UAV UAV
82 1,511,373 890,987 620,386 2.16 Annualized 9 09/30/99
83 346,598 136,005 210,593 1.40 UAV UAV UAV
84 285,522 124,993 160,529 1.60 UAV UAV UAV
85 296,086 120,738 175,348 1.01 Annualized 6 06/30/99
86 276,435 188,407 88,029 1.01 Annualized 6 06/30/99
87 362,800 536 362,264 1.50 UAV UAV UAV
88 588,998 199,205 389,793 1.60 Trailing 12 12 06/30/99
89 UAV UAV UAV UAV Annualized 6 11/30/99
- --------------------------------------------------------------------------------------
90 456,225 1.85
90A 340,223 129,968 210,255 Annualized 6 06/30/99
90B 214,133 75,167 138,966 Annualized 6 06/30/99
90C 95,260 39,437 55,823 Annualized 6 06/30/99
90D 89,987 38,806 51,181 Annualized 6 06/30/99
- --------------------------------------------------------------------------------------
91 UAV UAV UAV UAV UAV UAV UAV
92 469,135 125,583 343,552 1.41 Annualized 10 10/31/99
93 604,728 334,534 270,194 1.28 Trailing 12 12 09/30/99
94 595,370 257,799 337,571 1.49 Annualized 10 10/31/99
95 457,300 75,669 381,631 1.70 Annualized 6 06/30/99
96 UAV UAV UAV UAV Annualized 8 07/31/99
97 582,608 267,878 314,731 1.43 Annualized 10 10/31/99
98 427,472 203,415 224,057 1.03 Annualized 6 09/30/99
99 341,736 79,899 261,837 1.22 Annualized 11 11/30/99
100 444,967 93,255 351,712 1.62 Full Year 12 12/31/99
101 369,270 98,197 271,073 1.04 UAV UAV UAV
102 UAV UAV UAV UAV UAV UAV UAV
103 557,042 80,259 476,783 2.30 Full Year 12 12/31/99
104
UAV UAV UAV UAV UAV UAV UAV
105 311,806 48,823 262,983 1.08 UAV UAV UAV
106 UAV UAV UAV UAV UAV UAV UAV
107 492,201 165,899 326,302 1.62 Annualized 9 09/30/99
</TABLE>
<TABLE>
<CAPTION>
1999
CONTROL 1999 1999 NOI U/W U/W
NUMBER REVENUES EXPENSES 1999 NOI DSCR REVENUES EXPENSES
- ---------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C>
54 UAV UAV UAV UAV 741,114 235,073
55 UAV UAV UAV UAV 902,616 353,647
56 715,796 236,269 479,527 1.46 752,625 267,019
57 UAV UAV UAV UAV 630,499 165,009
58 729,470 166,507 562,964 1.54 732,324 164,159
59 744,316 169,790 574,525 1.65 778,043 264,318
60 702,671 196,228 506,443 1.67 650,225 204,487
61 995,000 521,423 473,577 1.53 989,424 538,421
62 630,404 73,533 556,871 1.70 705,344 158,941
63 648,399 282,639 365,760 1.30 674,569 280,804
64 UAV UAV UAV UAV 446,340 22,317
65 563,867 309,786 254,081 1.28 597,515 317,273
66 527,018 395,370 131,648 1.28 543,856 395,027
67 2,576,744 1,922,975 653,769 2.13 2,343,436 1,776,711
68 4,118,565 3,372,868 745,697 2.22 3,991,874 3,236,017
69 UAV UAV UAV UAV 623,748 239,110
70 UAV UAV UAV UAV 628,573 198,178
71 492,862 152,780 340,082 1.20 630,776 201,487
72 557,640 62,443 495,197 1.69 565,780 164,224
73 657,766 273,154 384,613 1.42 674,481 282,696
74 732,188 397,380 334,808 1.20 801,785 415,932
75 618,132 233,018 385,114 1.40 666,474 235,907
76 324,121 36,510 287,611 1.06 449,069 86,081
77 UAV UAV UAV UAV 572,188 172,910
78 UAV UAV UAV UAV 719,778 273,094
79 486,185 43,216 442,969 1.83 510,083 87,611
80 611,838 189,032 422,807 1.62 703,654 208,895
81 UAV UAV UAV UAV 495,149 136,064
82 1,098,613 598,061 500,552 1.75 1,314,788 783,045
83 UAV UAV UAV UAV 346,126 143,526
84 UAV UAV UAV UAV 271,311 133,390
85 354,564 116,892 237,673 1.87 341,459 133,031
86 417,642 167,563 250,079 1.87 401,859 192,545
87 UAV UAV UAV UAV 337,404 10,122
88 583,671 188,388 395,283 1.62 576,407 218,441
89 364,037 47,963 316,074 1.29 400,434 77,520
- ---------------------------------------------------------------------------
90 530,814 2.15
90A 344,014 101,880 242,134 325,276 130,824
90B 228,613 70,193 158,420 205,553 85,172
90C 104,855 31,932 72,922 107,502 45,586
90D 95,659 38,321 57,338 88,669 41,444
- ---------------------------------------------------------------------------
91 UAV UAV UAV UAV 483,646 71,038
92 439,539 139,983 299,556 1.23 454,902 122,502
93 637,048 379,584 257,464 1.22 658,414 378,924
94 608,486 266,497 341,990 1.51 592,020 253,239
95 458,847 79,640 379,207 1.69 440,273 88,139
96 487,908 99,616 388,292 1.77 496,606 143,311
97 588,735 266,446 322,289 1.46 575,544 258,755
98 506,898 233,738 273,161 1.26 501,834 202,865
99 396,354 80,438 315,916 1.47 455,243 118,470
100 375,217 106,478 268,739 1.24 405,199 112,342
101 UAV UAV UAV UAV 287,880 8,636
102 UAV UAV UAV UAV 393,984 115,075
103 567,666 88,538 479,128 2.32 451,557 137,854
104
UAV UAV UAV UAV 478,117 156,698
105 UAV UAV UAV UAV 264,375 7,931
106 UAV UAV UAV UAV 279,650 8,390
107 475,419 221,248 254,171 1.26 466,447 173,154
</TABLE>
<TABLE>
<CAPTION>
U/W U/W
CONTROL NOI NCF
NUMBER U/W NOI DSCR U/W NCF DSCR
- --------------------------------------------
<S> <S> <C> <C> <C>
54 506,041 1.41 461,494 1.28
55 548,969 1.60 472,232 1.37
56 485,606 1.48 442,879 1.35
57 465,490 1.38 425,448 1.26
58 568,165 1.55 507,131 1.39
59 513,725 1.48 502,026 1.44
60 445,738 1.47 394,001 1.30
61 451,003 1.46 389,562 1.26
62 546,403 1.67 468,718 1.43
63 393,765 1.40 361,398 1.29
64 424,023 1.40 399,960 1.32
65 280,242 1.43 251,242 1.25
66 148,829 1.43 123,079 1.25
67 566,725 1.84 449,553 1.46
68 755,857 2.25 557,161 1.66
69 384,638 1.34 358,637 1.25
70 430,395 1.40 396,504 1.29
71 429,289 1.52 402,847 1.43
72 401,556 1.37 366,292 1.25
73 391,785 1.45 356,095 1.32
74 385,853 1.39 347,965 1.25
75 430,567 1.56 372,492 1.35
76 362,988 1.33 329,983 1.21
77 399,278 1.40 378,165 1.32
78 446,684 1.49 405,644 1.35
79 422,472 1.75 390,297 1.61
80 494,759 1.89 428,704 1.64
81 359,085 1.44 346,460 1.39
82 531,743 1.86 466,004 1.63
83 202,600 1.35 188,040 1.25
84 137,921 1.38 127,421 1.27
85 208,428 1.60 166,773 1.26
86 209,313 1.60 162,192 1.26
87 327,282 1.36 291,657 1.21
88 357,966 1.47 314,272 1.29
89 322,914 1.32 314,571 1.29
- --------------------------------------------
90 423,975 1.72 383,775 1.56
90A 194,452 176,752
90B 120,381 109,281
90C 61,916 55,916
90D 47,225 41,825
- --------------------------------------------
91 412,608 1.68 370,530 1.51
92 332,400 1.36 305,905 1.25
93 279,490 1.33 246,134 1.17
94 338,781 1.49 311,781 1.37
95 352,134 1.57 333,471 1.48
96 353,295 1.61 312,469 1.43
97 316,789 1.44 279,159 1.27
98 298,969 1.38 283,360 1.31
99 336,773 1.56 303,081 1.41
100 292,857 1.35 277,992 1.28
101 279,244 1.07 275,719 1.06
102 278,909 1.36 267,409 1.30
103 313,703 1.52 288,169 1.39
104
321,419 1.45 282,701 1.28
105 256,444 1.05 252,919 1.04
106 271,260 1.18 267,735 1.16
107 293,293 1.46 252,108 1.25
</TABLE>
<PAGE> 171
MORTGAGED REAL PROPERTY HISTORICAL AND UNDERWRITTEN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1998 1998
STATE- STATE-
1998 MENT MENT
CONTROL MORTGAGE STATEMENT NUMBER ENDING
NUMBER LOAN SELLER LOAN / PROPERTY NAME TYPE OF MONTHS DATE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
108 GCFP Wolfie's Plaza UAV UAV UAV
109 GCFP 200-220 West 1st Street Full Year 12 12/31/98
110 GCFP The Loring Building Full Year 12 12/31/98
111 GCFP Park Paloma Apartments Full Year 12 12/31/98
112 GCFP Mitchell Building Full Year 12 12/31/98
113 GCFP Kennedy I Office Building Full Year 12 12/31/98
114 SBRC Holiday Inn Express Full Year 12 12/31/98
115 GCFP 16300 Addison Road Office Building UAV UAV UAV
116 GCFP Fairfield Inn Jackson Full Year 12 12/31/98
117 SBRC Amberwood Mobile Home Park Full Year 12 12/31/98
118 SBRC Carson Commerce Center Full Year 12 12/31/98
119 GCFP Nome Plaza Shopping Center Full Year 12 12/31/98
120 GCFP River Park Shopping Center UAV UAV UAV
121 SBRC Fountain Plaza Full Year 12 12/31/98
122 GCFP Fairfield Inn Hattiesburg Full Year 12 12/31/98
123 GCFP Fairfield Inn Lake Charles-Sulphur Full Year 12 12/31/98
124 SBRC Hampton Inn Blythe Full Year 12 12/31/98
125 SBRC The Grove Shopping Center Full Year 12 12/31/98
126 GCFP 475-499 Hillside Avenue Full Year 12 12/30/98
127 SBRC Copeland Shopping Center Full Year 12 12/31/98
128 GCFP The Fleet Building Full Year 12 12/31/98
129 GCFP Commack Tower Plaza Full Year 12 12/31/98
130 GCFP Shoppes of Northshore Full Year 12 12/31/98
131 SBRC Las Posadas Shopping Center Full Year 12 12/31/98
132 SBRC The Ville Apartments Full Year 12 12/31/98
133 GCFP Amelia Court Apartments Full Year 12 12/31/98
134 SBRC Long Street Townhouses Full Year 12 12/31/98
135 GCFP Silverbrook Apartments Full Year 12 12/31/98
136 SBRC Garden Apartments Full Year 12 12/31/98
137 GCFP Westchester and New Haven Apartments Full Year 12 12/31/98
138 SBRC Madison Midtown Shopping Center UAV UAV UAV
139 SBRC Cleveland Corners Shopping Center UAV UAV UAV
140 SBRC Park Place Apartments Full Year 12 12/31/98
141 GCFP Horizons Apartments Full Year 12 12/31/98
142 GCFP Regency Square Apartments Full Year 12 12/31/98
143 SBRC Federal Express UAV UAV UAV
144 SBRC Levittown Professional Building Full Year 12 12/31/98
145 SBRC 3311 Richmond Office Building Full Year 12 12/31/98
146 SBRC Carmel Towers Full Year 12 12/31/98
147 GCFP Westwood Apartments Full Year 12 12/31/98
148 SBRC Crestridge Apartments Full Year 12 12/31/98
149 GCFP Pine Tree Square Full Year 12 12/31/98
150 GCFP Thistlewood Apartments Full Year 12 12/31/98
151 GCFP Lesbo/Bullion Mobile Home Park Full Year 12 12/31/98
152 SBRC The Town Center Full Year 12 12/31/98
153 SBRC Bayridge Apartments Full Year 12 12/31/98
154 SBRC Ramada Inn - Elizabethtown Full Year 12 12/31/98
155 SBRC Oasis Surgery Center Full Year 12 12/31/98
156 SBRC 715 South Oxford Court Apartments Full Year 12 12/31/98
157 SBRC Barefoot Bay Medical Office Center UAV UAV UAV
158 GCFP 14 Mamaroneck Avenue Full Year 12 12/31/98
159 SBRC Presidio Plaza Full Year 12 12/31/98
160 SBRC 904-912 21st Avenue Full Year 12 12/31/98
161 GCFP Ambassador Apartments Full Year 12 07/13/98
162 SBRC Frisco South Shopping Center Full Year 12 12/31/98
163 GCFP Oquendo Office Warehouse Full Year 12 12/31/98
164 GCFP Palm Harbor Mobile Home Park Full Year 12 12/31/98
165 SBRC Milan Apartments Full Year 12 12/31/98
166 SBRC Palm Pacific Plaza Shopping Center Full Year 12 12/31/98
167 SBRC North Dixie Commerce Center Annualized 7 12/31/98
</TABLE>
<TABLE>
<CAPTION>
1999 1999
STATE- STATE-
1998 1999 MENT MENT
1998 1998 NOI STATEMENT NUMBER ENDING
REVENUES EXPENSES 1988 NOI DSCR TYPE OF MONTHS DATE
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
UAV UAV UAV UAV Annualized 3 09/30/99
434,272 86,134 348,138 1.64 Trailing 12 12 06/30/99
447,229 132,170 315,059 1.54 Annualized 9 09/30/99
406,822 173,611 233,211 1.26 Annualized 8 08/31/99
403,974 34,337 369,637 1.85 Annualized 9 09/30/99
607,559 201,671 405,888 2.00 Full Year 12 12/31/99
1,030,116 561,003 469,113 1.97 Full Year 12 12/31/99
UAV UAV UAV UAV Annualized 11 11/30/99
1,402,975 876,907 526,068 2.56 Trailing 12 12 09/30/99
585,182 376,013 209,169 1.05 Trailing 12 12 06/30/99
407,572 108,412 299,160 1.53 Trailing 12 12 05/28/99
471,678 109,230 362,448 1.84 Annualized 9 09/30/99
UAV UAV UAV UAV UAV UAV UAV
290,550 61,174 229,376 1.26 Annualized 6 06/30/99
1,221,083 815,380 405,703 2.04 Partial Year 9 09/30/99
1,187,936 784,699 403,237 2.04 Partial Year 9 09/30/99
934,565 581,332 353,233 1.65 Full Year 12 12/31/99
377,594 111,974 265,620 1.54 Annualized 9 09/30/99
626,508 341,710 284,798 1.52 Annualized 6 06/30/99
174,805 52,497 122,308 0.68 Annualized 6 06/30/99
406,121 216,637 189,484 1.13 Annualized 7 07/31/99
361,968 48,783 313,185 1.76 UAV UAV UAV
394,135 118,358 275,777 1.53 Annualized 3 12/31/99
310,448 65,339 245,109 1.51 Annualized 6 06/30/99
560,282 282,342 277,940 1.66 Annualized 7 11/30/99
436,903 165,871 271,032 1.64 Full Year 12 12/31/99
303,968 110,959 193,009 1.20 Annualized 7 07/27/99
270,572 57,040 213,532 1.42 Annualized 7 12/31/99
415,921 158,224 257,697 1.68 Annualized 6 06/30/99
403,761 146,253 257,508 1.57 Annualized 9 09/30/99
UAV UAV UAV UAV UAV UAV UAV
UAV UAV UAV UAV Annualized 6 06/30/99
321,975 98,128 223,847 1.54 Annualized 8 11/30/99
307,892 126,271 181,621 1.29 Annualized 9 11/30/99
572,511 297,013 275,498 1.81 Trailing 12 12 06/30/99
UAV UAV UAV UAV UAV UAV UAV
341,306 179,621 161,685 1.09 UAV UAV UAV
322,248 202,569 119,679 0.83 Annualized 6 06/30/99
316,430 107,959 208,471 1.53 UAV UAV UAV
261,136 71,848 189,288 1.42 Annualized 6 06/30/99
609,619 364,527 245,092 1.60 Annualized 6 06/30/99
343,818 115,320 228,498 1.53 Trailing 12 12 10/31/99
459,860 205,970 253,890 1.87 Full Year 12 12/31/99
315,197 113,892 201,305 1.46 Annualized 5 09/30/99
273,293 71,289 202,004 1.53 Annualized 9 11/30/99
590,615 375,545 215,070 1.46 Annualized 6 06/30/99
844,003 528,300 315,703 1.90 Trailing 12 12 09/30/99
320,045 41,234 278,811 2.09 Annualized 7 07/31/99
325,542 104,934 220,608 1.72 Annualized 6 06/30/99
UAV UAV UAV UAV UAV UAV UAV
307,423 181,942 125,481 1.05 Annualized 10 10/31/99
173,966 52,969 120,997 0.96 Annualized 7 07/31/99
323,820 101,890 221,930 1.75 UAV UAV UAV
335,590 148,270 187,320 1.58 UAV UAV UAV
253,169 57,591 195,578 1.59 Annualized 8 12/31/99
214,519 36,376 178,143 1.41 Annualized 8 09/01/99
247,290 91,267 156,023 1.27 Annualized 6 06/30/99
273,227 133,044 140,184 1.21 Trailing 12 12 07/31/99
218,626 43,000 175,626 1.49 Annualized 7 07/31/99
222,783 79,742 143,042 1.20 Annualized 7 07/31/99
</TABLE>
<TABLE>
<CAPTION>
1999
1999 1999 NOI U/W U/W
REVENUES EXPENSES 1999 NOI OSCR REVENUES EXPENSES
- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
435,420 65,048 370,372 1.71 456,103 116,870
432,367 91,810 340,557 1.60 394,913 94,020
335,475 91,488 243,987 1.19 449,920 154,225
428,900 202,137 226,763 1.22 431,422 181,559
384,512 19,594 364,918 1.82 357,077 59,826
562,071 202,719 359,352 1.77 558,289 257,661
1,124,674 599,884 524,790 2.20 1,030,983 630,818
379,036 130,359 248,677 1.26 433,166 153,817
1,054,923 715,212 339,711 1.65 1,276,283 894,528
604,867 351,233 253,634 1.28 621,704 335,696
409,729 110,331 299,398 1.53 401,617 124,975
400,864 31,088 369,776 1.88 464,627 160,157
UAV UAV UAV UAV 393,633 77,618
373,204 34,771 338,433 1.86 376,120 100,191
893,466 605,810 287,656 1.45 1,140,187 788,701
862,097 558,561 303,536 1.54 1,115,824 787,530
968,723 617,289 351,434 1.64 961,290 616,533
425,223 118,166 307,057 1.77 471,586 136,807
704,627 363,383 341,244 1.82 693,554 345,089
322,166 45,451 276,715 1.54 328,416 74,157
482,640 169,542 313,098 1.87 501,383 224,469
UAV UAV UAV UAV 354,755 79,692
327,174 91,105 236,069 1.31 392,735 140,196
313,354 60,485 252,869 1.56 308,474 71,294
610,999 288,544 322,455 1.93 573,157 286,110
381,692 160,059 221,633 1.34 410,664 187,405
304,843 70,025 234,818 1.46 303,202 97,074
281,504 93,773 187,731 1.25 275,942 70,407
416,995 140,488 276,507 1.80 406,894 183,249
400,035 177,954 222,081 1.35 408,537 179,828
UAV UAV UAV UAV 178,483 32,712
82,966 10,601 72,365 1.66 78,701 11,730
323,720 69,594 254,126 1.75 327,966 133,492
324,225 121,708 202,517 1.43 333,556 131,510
598,923 286,655 312,268 2.05 606,478 334,781
UAV UAV UAV UAV 271,003 15,630
UAV UAV UAV UAV 415,803 192,142
346,678 199,965 146,713 1.02 487,535 233,868
UAV UAV UAV UAV 313,168 124,213
268,522 73,360 195,162 1.47 272,346 90,372
629,847 289,533 340,314 2.22 623,926 390,798
326,228 134,385 191,843 1.28 338,261 111,168
477,412 208,662 268,750 1.97 443,651 224,509
347,671 127,325 220,346 1.60 306,432 122,930
296,999 68,676 228,324 1.72 272,410 76,234
635,250 328,499 306,751 2.08 628,445 386,798
876,639 528,697 347,942 2.09 840,660 535,395
310,802 47,470 263,332 1.97 291,188 65,086
353,072 125,965 227,107 1.77 345,336 131,103
UAV UAV UAV UAV 253,011 78,935
379,109 164,040 215,069 1.79 336,339 154,138
247,968 55,727 192,242 1.53 243,894 66,053
UAV UAV UAV UAV 311,646 124,141
UAV UAV UAV UAV 328,534 165,334
280,315 47,157 233,158 1.90 280,994 84,496
216,369 23,167 193,202 1.53 205,349 39,401
250,339 85,068 165,271 1.35 253,306 94,872
280,272 141,367 138,905 1.20 295,175 141,075
228,371 52,070 176,301 1.50 228,365 56,911
256,993 82,910 174,083 1.46 268,531 85,548
</TABLE>
<TABLE>
<CAPTION>
U/W U/W
NOI NCF
U/W NOI DSCR U/W NCF DSCR
- ----------------------------------
<S> <C> <C> <C>
339,233 1.56 295,253 1.36
300,893 1.42 275,027 1.30
295,695 1.44 266,471 1.30
249,863 1.35 236,490 1.27
297,251 1.49 261,825 1.31
300,628 1.48 254,749 1.25
400,165 1.68 348,616 1.46
279,349 1.42 254,363 1.29
381,755 1.85 317,941 1.54
286,008 1.44 265,960 1.34
276,642 1.41 241,427 1.23
304,470 1.54 281,360 1.43
316,015 1.67 294,626 1.55
275,929 1.52 256,182 1.41
351,486 1.77 294,478 1.48
328,294 1.66 272,503 1.38
344,757 1.61 296,693 1.38
334,779 1.94 271,753 1.57
348,465 1.85 270,473 1.44
254,259 1.41 226,611 1.26
276,914 1.65 219,377 1.31
275,063 1.54 252,384 1.42
252,539 1.40 235,532 1.31
237,180 1.46 208,490 1.28
287,047 1.71 259,547 1.55
223,259 1.35 197,709 1.19
206,128 1.28 195,878 1.22
205,535 1.36 197,785 1.31
223,645 1.46 204,120 1.33
228,709 1.39 204,229 1.24
145,771 1.44 133,594 1.32
66,971 1.44 61,177 1.32
194,474 1.34 182,474 1.26
202,046 1.43 189,297 1.34
271,697 1.79 213,759 1.40
255,373 1.80 231,888 1.64
223,659 1.50 195,259 1.31
253,667 1.77 195,635 1.36
188,955 1.39 176,205 1.29
181,974 1.37 171,052 1.28
233,128 1.52 207,628 1.35
227,093 1.52 211,277 1.41
219,142 1.61 188,742 1.39
183,502 1.33 179,302 1.30
196,176 1.48 165,612 1.25
241,647 1.64 210,397 1.43
305,265 1.83 263,232 1.58
226,102 1.70 185,834 1.39
214,233 1.67 206,983 1.61
174,076 1.40 158,236 1.27
182,201 1.52 150,954 1.26
177,841 1.41 160,368 1.27
187,505 1.48 167,248 1.32
163,200 1.37 152,450 1.28
196,498 1.60 167,356 1.36
165,948 1.32 157,643 1.25
158,434 1.29 153,284 1.25
154,100 1.33 143,850 1.24
171,453 1.45 158,624 1.35
182,983 1.53 163,394 1.37
</TABLE>
<PAGE> 172
Mortgaged Real Property
Historical and Underwritten
Financial Information
<TABLE>
<CAPTION>
1998 State-
Control Mortgage Loan 1998 Statement ment Number of 1998 State-
Number Seller Loan / Property Name Type Months ment Ending Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
168 SBRC Meadowlark Apartments Full Year 12 12/31/98
169 SBRC Old Judge Building Full Year 12 12/31/98
- -----------------------------------------------------------------------------------------------------------------------------------
170 SBRC Sherman/Lennox Portfolio
170A SBRC 6839-6841 Lennox Avenue Full Year 12 12/31/98
170B SBRC 17732 Sherman Way Full Year 12 12/31/98
- -----------------------------------------------------------------------------------------------------------------------------------
171 SBRC Pacific Winds Apartments Full Year 12 12/31/98
172 SBRC Isle of Capri Apartments Full Year 12 12/31/98
173 SBRC Datura Station UAV UAV UAV
174 SBRC Park View Cooperative Full Year 12 12/31/98
175 SBRC H & Z Office Building Full Year 12 12/31/98
176 SBRC Nassau Bay Villas Apartments Full Year 12 12/31/98
177 SBRC 2180 West First Street Full Year 12 12/31/98
178 GCFP 8020 Northwest 60th Street Full Year 12 09/26/98
179 SBRC Irving Place Apartments Full Year 12 12/31/98
180 GCFP Regency Palms Apartments Full Year 12 12/31/98
181 GCFP Four Flags Motors, Inc. UAV UAV UAV
182 GCFP Alexandria Gardens Apartments Full Year 12 12/31/98
183 GCFP 47-49 Main Street Full Year 12 12/31/98
184 SBRC Madrid Apartments Trailing 12 12 03/31/99
185 SBRC Comfort Inn - Milledgeville Full Year 12 12/31/98
186 SBRC Wal-Mart Shopping Center Full Year 12 12/31/98
187 SBRC Stratford Apartments Annualized 10 10/31/98
188 SBRC Willow Glen Plaza Full Year 12 12/31/98
189 SBRC Edgewater Bay Apartments Full Year 12 12/31/98
190 SBRC 420 Group Full Year 12 12/31/98
191 GCFP 7-Eleven UAV UAV UAV
192 SBRC Lake Forest North Apartments Full Year 12 12/31/98
193 SBRC CompuChem Industrial Full Year 12 12/31/98
194 GCFP Palazzolo Plaza Full Year 12 12/31/98
195 SBRC A. E. Larson Building Full Year 12 12/31/98
196 GCFP Lanewood Apartments Full Year 12 12/31/98
197 GCFP Chris-Town Mobile Home Park Full Year 12 12/31/98
198 SBRC Corbus-Peppertree Lane Apartments Full Year 12 12/31/98
199 SBRC Missouri Meadows Apartments Trailing 12 12 03/31/99
200 SBRC Highlander Square Apartments Full Year 12 12/31/98
201 SBRC Hillcrest Crossing UAV UAV UAV
202 SBRC Virginia Plaza Full Year 12 12/31/98
203 SBRC Pedersen Building Full Year 12 12/31/98
204 GCFP Spring Oaks Mobile Home &
Recreational
Vehicle Park Full Year 12 12/31/98
205 SBRC Shadowood Apartments Full Year 12 12/31/98
206 SBRC Arroyo Shopping Center Full Year 12 12/31/98
207 GCFP The Nog Retail Center Full Year 12 12/31/98
208 GCFP London Square Apartments Full Year 12 12/31/98
209 SBRC Petite Chateau Villa Mobile Home Park Full Year 12 12/31/98
210 GCFP Walnut Hills Apartments Full Year 12 12/31/98
211 SBRC Palmer Highway Shopping Center Full Year 12 12/31/98
212 SBRC Somerset Apartments Full Year 12 12/31/98
- -----------------------------------------------------------------------------------------------------------------------------------
213 SBRC Shady Acres/Pine Shadows Portfolio
213A SBRC Shady Acres Duplexes Annualized 10 10/31/98
213B SBRC Pine Shadows Estates Annualized 11 11/30/98
- -----------------------------------------------------------------------------------------------------------------------------------
214 SBRC Vanowen Street Retail Center Full Year 12 12/31/98
215 GCFP Rena's Village Plaza Full Year 12 12/31/98
216 SBRC Stanford Place Apartments Full Year 12 12/31/98
217 SBRC Panola-Redan Crossing Full Year 12 12/31/98
218 SBRC Garnet Avenue Shopping Center Full Year 12 12/31/98
219 SBRC The Chalet Apartments Full Year 12 12/31/98
220 SBRC Galt Ocean Plaza Full Year 12 12/31/98
221 SBRC Zion Street Apartments Full Year 12 12/31/98
</TABLE>
<TABLE>
<CAPTION>
1999 State- 1999 State-
Control 1998 NOI 1999 Statement ment Number of ment Ending
Number 1998 Revenues 1998 Expenses 1998 NOI DSCR Type Months Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
168 337,477 173,856 163,621 1.50 Annualized 6 06/30/99
169 253,582 104,454 149,128 1.16 Annualized 8 08/31/99
- -----------------------------------------------------------------------------------------------------------------------------------
170 206,049 1.62
170A 154,128 22,486 131,642 Annualized 6 06/30/99
170B 102,100 27,693 74,407 Annualized 6 06/30/99
- -----------------------------------------------------------------------------------------------------------------------------------
171 280,300 123,986 156,314 1.38 Trailing 12 12 06/30/99
172 310,785 109,361 201,424 1.77 Annualized 6 06/30/99
173 UAV UAV UAV UAV Trailing 12 12 06/30/99
174 355,882 177,602 178,280 1.35 Annualized 7 07/31/99
175 214,656 76,791 137,865 1.19 Annualized 7 07/31/99
176 333,963 170,726 163,237 1.47 Trailing 12 12 08/31/99
177 336,760 189,887 146,873 1.33 Annualized 10 10/31/99
178 18,513,085 18,326,814 186,271 1.54 Trailing 12 12 09/25/99
179 379,588 177,399 202,189 1.63 Annualized 6 06/30/99
180 344,301 107,749 236,552 2.07 Full Year 12 12/31/99
181 UAV UAV UAV UAV Annualized 9 09/30/99
182 240,008 102,051 137,957 1.39 Annualized 7 12/31/99
183 228,940 51,975 176,965 1.67 Annualized 6 12/31/99
184 332,665 169,724 162,941 1.51 Annualized 6 06/30/99
185 546,494 296,290 250,204 1.75 Trailing 12 12 06/30/99
186 210,105 44,785 165,320 1.61 Annualized 7 07/31/99
187 276,291 137,788 138,503 1.52 Full Year 12 12/31/99
188 191,098 36,858 154,240 1.47 Annualized 6 06/30/99
189 233,492 81,522 151,970 1.60 UAV UAV UAV
190 264,372 89,406 174,966 1.57 UAV UAV UAV
191 UAV UAV UAV UAV UAV UAV UAV
192 226,103 81,838 144,265 1.52 Annualized 6 06/30/99
193 340,026 136,026 204,000 1.66 Annualized 6 06/30/99
194 476,947 177,493 299,454 3.25 UAV UAV UAV
195 527,259 327,946 199,313 2.00 Annualized 10 10/31/99
196 224,040 52,441 171,599 1.72 Annualized 7 07/31/99
197 190,088 43,428 146,660 1.48 UAV UAV UAV
198 385,273 163,778 221,495 2.46 UAV UAV UAV
199 284,727 149,428 135,300 1.42 Annualized 6 06/30/99
200 334,911 201,684 133,226 1.53 Annualized 7 07/31/99
201 UAV UAV UAV UAV Annualized 6 06/30/99
202 125,914 22,198 103,716 1.14 Annualized 6 06/30/99
203 200,425 33,037 167,388 2.06 Annualized 6 06/30/99
204 323,931 151,083 172,848 2.06 UAV UAV UAV
205 350,474 196,324 154,150 1.68 Full Year 12 12/31/99
206 162,150 38,316 123,834 1.54 Annualized 6 06/30/99
207 154,939 35,355 119,584 1.34 Annualized 6 06/30/99
208 262,496 128,283 134,213 1.68 Full Year 12 12/31/99
209 226,984 116,683 110,301 1.33 Annualized 6 06/30/99
210 348,739 153,387 195,352 2.50 Full Year 12 12/31/99
211 143,441 46,362 97,079 1.24 Annualized 11 11/30/99
212 226,731 147,986 78,745 1.03 Annualized 7 07/31/99
- -----------------------------------------------------------------------------------------------------------------------------------
213 156,224 2.04
213A 165,440 43,881 121,559 Annualized 6 06/30/99
213B 47,556 12,891 34,665 Annualized 6 06/30/99
- -----------------------------------------------------------------------------------------------------------------------------------
214 162,320 25,283 137,037 1.73 Annualized 11 11/30/99
215 178,444 54,715 123,729 1.69 UAV UAV UAV
216 200,781 49,355 151,426 2.02 Trailing 12 12 05/31/99
217 161,313 39,104 122,209 1.81 Annualized 6 06/30/99
218 135,297 28,867 106,430 1.48 Annualized 11 11/30/99
219 217,197 116,053 101,143 1.55 Annualized 6 06/30/99
220 180,092 73,061 107,031 1.49 Annualized 10 10/31/99
221 201,642 105,590 96,052 1.33 UAV UAV UAV
</TABLE>
<TABLE>
<CAPTION>
Control 1999 NOI
Number 1999 Revenues 1999 Expenses 1999 NOI DSCR U/W Revenues U/W Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
168 360,852 183,061 177,791 1.63 357,276 180,357
169 333,318 121,408 211,910 1.65 332,127 131,304
- -----------------------------------------------------------------------------------------------------------------------------------
170 222,138 1.75
170A 154,128 17,286 136,842 154,245 36,110
170B 107,664 22,368 85,296 102,158 21,317
- -----------------------------------------------------------------------------------------------------------------------------------
171 294,184 125,666 168,518 1.48 282,813 127,647
172 302,418 104,518 197,900 1.74 287,891 117,730
173 221,704 48,900 172,804 1.53 222,995 63,360
174 360,804 187,657 173,147 1.32 703,285 287,023
175 262,420 57,184 205,236 1.77 278,920 95,012
176 366,955 155,654 211,300 1.90 366,914 200,858
177 349,034 139,698 209,336 1.90 357,625 168,976
178 17,610,944 17,444,234 166,710 1.38 224,506 44,080
179 382,794 164,015 218,779 1.77 397,581 187,410
180 356,631 231,014 125,617 1.10 374,481 196,775
181 222,666 1,374 221,292 1.81 236,669 44,454
182 246,836 93,286 153,550 1.54 257,878 104,157
183 208,624 58,710 149,914 1.41 212,639 64,008
184 339,137 177,996 161,141 1.49 333,604 179,237
185 558,677 303,459 255,218 1.78 537,280 320,591
186 215,465 44,240 171,226 1.67 205,446 49,282
187 285,287 141,474 143,813 1.58 274,100 144,104
188 195,571 8,312 187,259 1.78 190,582 48,176
189 UAV UAV UAV UAV 226,306 97,905
190 UAV UAV UAV UAV 260,685 105,386
191 UAV UAV UAV UAV 143,669 4,310
192 245,606 56,537 189,071 1.99 250,763 106,012
193 316,992 112,992 204,000 1.66 324,512 164,747
194 UAV UAV UAV UAV 290,443 159,836
195 532,788 321,744 211,044 2.12 529,069 322,823
196 226,370 66,580 159,790 1.60 215,051 80,240
197 UAV UAV UAV UAV 186,433 57,394
198 UAV UAV UAV UAV 314,002 161,395
199 297,124 154,478 142,646 1.49 295,596 160,629
200 350,154 196,407 153,747 1.77 362,385 212,535
201 158,213 8,983 149,230 1.68 174,746 53,421
202 166,307 14,817 151,490 1.66 179,219 54,555
203 209,697 49,101 160,596 1.98 188,642 49,887
204 UAV UAV UAV UAV 310,287 154,929
205 349,763 189,682 160,081 1.74 350,236 208,481
206 191,520 39,466 152,054 1.89 160,169 41,871
207 136,856 37,439 99,417 1.12 163,758 36,043
208 259,693 159,427 100,266 1.25 271,027 148,326
209 242,820 79,780 163,040 1.96 225,113 113,026
210 358,833 178,886 179,947 2.30 340,222 184,935
211 169,670 42,307 127,363 1.62 160,687 54,396
212 243,362 112,842 130,521 1.71 242,963 132,722
- -----------------------------------------------------------------------------------------------------------------------------------
213 164,227 2.15
213A 171,842 40,460 131,382 161,838 66,242
213B 42,960 10,115 32,845 46,062 16,841
- -----------------------------------------------------------------------------------------------------------------------------------
214 171,333 25,939 145,394 1.83 143,698 33,443
215 UAV UAV UAV UAV 177,314 52,959
216 202,314 46,590 155,724 2.08 194,952 80,115
217 159,556 41,446 118,110 1.75 145,006 39,940
218 135,584 27,524 108,060 1.51 134,925 29,721
219 233,793 103,724 130,071 2.00 234,863 124,190
220 221,296 76,011 145,285 2.03 211,751 84,507
221 UAV UAV UAV UAV 234,718 130,488
</TABLE>
<TABLE>
<CAPTION>
Control U/W NOI U/W NCF
Number U/W NOI DSCR U/W NCF DSCR
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
168 176,919 1.62 160,571 1.47
169 200,823 1.57 161,736 1.26
- -----------------------------------------------------------------------
170 198,976 1.57 170,968 1.35
170A 118,135 100,304
170B 80,841 70,664
- -----------------------------------------------------------------------
171 155,166 1.37 143,416 1.26
172 170,161 1.49 158,161 1.39
173 159,635 1.41 146,715 1.30
174 416,262 3.16 395,012 3.00
175 183,908 1.59 152,484 1.32
176 166,056 1.49 149,306 1.34
177 188,649 1.71 160,168 1.45
178 180,426 1.49 168,230 1.39
179 210,171 1.70 192,171 1.55
180 177,706 1.55 152,074 1.33
181 192,215 1.57 171,914 1.41
182 153,721 1.54 145,021 1.46
183 148,631 1.40 142,120 1.34
184 154,367 1.43 136,127 1.26
185 216,689 1.51 189,825 1.33
186 156,164 1.52 140,728 1.37
187 129,996 1.43 114,822 1.26
188 142,406 1.35 133,235 1.27
189 128,401 1.35 120,401 1.27
190 155,299 1.39 144,049 1.29
191 139,359 1.25 138,910 1.25
192 144,751 1.52 133,251 1.40
193 159,765 1.30 151,791 1.23
194 130,607 1.42 116,925 1.27
195 206,246 2.07 145,478 1.46
196 134,811 1.35 125,811 1.26
197 129,039 1.30 125,939 1.27
198 152,607 1.69 136,107 1.51
199 134,967 1.41 119,467 1.25
200 149,850 1.72 126,475 1.45
201 121,325 1.37 110,504 1.25
202 124,664 1.37 114,091 1.25
203 138,755 1.71 128,516 1.58
204 155,358 1.85 149,257 1.78
205 141,755 1.54 126,755 1.38
206 118,298 1.47 104,091 1.29
207 127,715 1.44 114,154 1.28
208 122,701 1.53 104,601 1.31
209 112,087 1.35 105,187 1.27
210 155,287 1.99 129,037 1.65
211 106,291 1.35 96,758 1.23
212 110,241 1.44 96,241 1.26
- -----------------------------------------------------------------------
213 124,817 1.63 114,817 1.50
213A 95,596 88,596
213B 29,221 26,221
- -----------------------------------------------------------------------
214 110,255 1.39 99,441 1.25
215 124,355 1.70 99,277 1.35
216 114,837 1.53 103,437 1.38
217 105,066 1.56 94,013 1.40
218 105,204 1.47 96,612 1.35
219 110,673 1.70 100,673 1.54
220 127,244 1.78 102,561 1.43
221 104,230 1.45 91,230 1.27
</TABLE>
<PAGE> 173
MORTGAGED REAL PROPERTY
HISTORICAL AND UNDERWRITTEN
FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1998 STATE-
CONTROL MORTGAGE LOAN 1998 STATEMENT MENT NUMBER OF 1998 STATE-
NUMBER SELLER LOAN / PROPERTY NAME TYPE MONTHS MENT ENDING DATE
============================================================================================================================
<S> <C> <C> <C> <C> <C>
222 GCFP Country Square Mobile Home Park Full Year 12 12/31/98
223 GCFP 1513-1517 Taylor Avenue Full Year 12 12/31/98
224 GCFP Westside Warehouse Full Year 12 12/31/98
225 SBRC Heritage House Apartments Trailing 12 12 01/31/99
226 SBRC Troy Building Full Year 12 12/31/98
227 SBRC Arlington Manor Mobile Home Park Full Year 12 12/31/98
228 GCFP Capitol View Apartments, Charles
Apartments & Randolph Apartments Full Year 12 12/31/98
229 SBRC Beresford Retail Full Year 12 12/31/98
230 SBRC 120 Standard Street UAV UAV UAV
231 GCFP 2077-2089 New York Avenue Full Year 12 12/31/98
232 SBRC Blair Place Duplexes Full Year 12 12/31/98
233 SBRC 18714 Parthenia Street UAV UAV UAV
234 GCFP Thornapple Apartments Full Year 12 12/31/98
235 GCFP 2800 Oakmont Drive Full Year 12 12/31/98
236 SBRC Fox Tile UAV UAV UAV
237 SBRC 471 Prospect Street Full Year 12 12/31/98
238 GCFP Barclay Arms Apartments Full Year 12 12/31/98
239 SBRC Wishney Annualized 9 09/30/98
240 GCFP Elmgrove Apartments Full Year 12 12/31/98
241 SBRC Centennial Apartments Full Year 12 12/31/98
242 SBRC Vanguard Industrial Building Full Year 12 12/31/98
243 GCFP 135-145 Orange Street Apartments Full Year 12 12/31/98
244 SBRC Brentwood Village Apartments Annualized 6 06/30/98
245 GCFP Seoul Plaza Full Year 12 12/31/98
246 SBRC Glendale Apartments Full Year 12 12/31/98
247 GCFP Riverview Apartments Full Year 12 12/31/98
248 GCFP 820 Linden Boulevard Full Year 12 12/31/98
249 GCFP Vail Valley Auto UAV UAV UAV
250 GCFP Hawthorne Apartments II Full Year 12 12/31/98
251 GCFP 2096 Saint Georges Avenue Full Year 12 12/31/98
252 SBRC Notre Dame Apartments Full Year 12 12/31/98
253 GCFP Nash Multi-family Apartments Full Year 12 12/31/98
254 SBRC Somers Apartments UAV UAV UAV
255 GCFP Foxglove Apartments, Phase I Full Year 12 12/31/98
256 SBRC Muse Apartments Full Year 12 12/31/98
257 GCFP Chalmer Place Full Year 12 12/31/98
258 GCFP Ivy Court Apartments Full Year 12 12/31/98
259 GCFP Royce Apartments Full Year 12 12/31/98
260 SBRC C. Martin Company Full Year 12 12/31/98
261 GCFP Aster Court Apartments Full Year 12 12/31/98
262 GCFP Zora Lee Apartments Partial Year 8 12/31/98
263 GCFP Foxglove II Apartments Full Year 12 12/31/98
264 GCFP Indiana Street Apartments Full Year 12 12/31/98
265 GCFP "A" Street Apartments Annualized 10.5 12/31/98
266 GCFP The Colonial Apartments Full Year 12 12/31/98
267 GCFP Taylene Court Apartments UAV UAV UAV
268 GCFP Myrtle Street Apartments Full Year 12 12/31/98
</TABLE>
<TABLE>
<CAPTION>
1999 STATE- 1999 STATE-
CONTROL 1998 1998 NOI 1999 STATEMENT MENT NUMBER OF MENT ENDING
NUMBER REVENUES 1998 EXPENSES 1998 NOI DSCR TYPE MONTHS DATE
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
222 67,387 61,770 105,617 1.46 UAV UAV UAV
223 22,651 196,705 125,946 1.90 Full Year 12 12/31/99
224 49,015 41,703 107,312 1.72 Full Year 12 12/31/99
225 65,439 22,248 143,191 2.33 Annualized 6 06/30/99
226 67,882 28,421 139,461 2.22 Annualized 7 07/31/99
227 05,334 96,306 109,028 1.75 Trailing 12 12 10/31/99
228 25,090 70,733 154,357 2.83 UAV UAV UAV
229 49,022 39,410 109,612 2.03 Annualized 6 06/30/99
230 UAV UAV UAV UAV Annualized 6 06/30/99
231 51,534 34,617 116,917 2.13 UAV UAV UAV
232 19,990 35,381 84,609 1.62 Annualized 6 06/30/99
233 UAV UAV UAV UAV UAV UAV UAV
234 39,085 165,253 173,832 3.46 Full Year 12 12/31/99
235 12,560 19,173 93,387 1.72 Annualized 11 11/30/99
236 UAV UAV UAV UAV UAV UAV UAV
237 77,119 64,627 112,492 2.37 Annualized 6 06/30/99
238 40,516 49,983 90,533 1.62 Full Year 12 12/31/99
239 40,567 67,217 173,350 3.63 UAV UAV UAV
240 65,651 90,377 75,274 1.68 Full Year 12 12/31/99
241 99,177 20,983 78,194 1.67 UAV UAV UAV
242 84,409 29,900 54,509 1.20 Annualized 6 06/30/99
243 45,578 78,019 67,559 1.49 Annualized 8 08/30/99
244 45,459 77,829 67,630 1.56 Annualized 6 06/30/99
245 10,451 17,965 92,486 2.02 Annualized 8 08/31/99
246 49,371 61,873 87,498 1.95 Annualized 9 09/30/99
247 05,092 37,389 67,703 1.72 UAV UAV UAV
248 24,820 45,893 78,927 1.84 UAV UAV UAV
249 UAV UAV UAV UAV Trailing 12 12 09/30/99
250 85,346 87,102 98,244 2.76 Full Year 12 12/31/99
251 71,175 0 71,175 2.02 UAV UAV UAV
252 93,050 20,084 72,966 2.02 Annualized 7 07/31/99
253 69,986 34,451 35,535 1.05 UAV UAV UAV
254 UAV UAV UAV UAV Annualized 7 07/31/99
255 41,637 68,507 73,130 2.33 Full Year 12 12/31/99
256 95,580 37,635 57,945 1.82 Annualized 7 07/31/99
257 84,348 24,317 60,031 1.74 Annualized 8 08/31/99
258 10,283 105,870 104,413 3.69 Full Year 12 12/31/99
259 64,795 13,532 51,263 1.65 Annualized 9 09/30/99
260 93,951 6,411 87,540 2.05 UAV UAV UAV
261 00,404 50,015 50,389 1.88 Full Year 12 12/31/99
262 42,287 10,628 31,659 1.20 Trailing 12 12 09/30/99
263 89,622 46,750 42,872 1.78 Full Year 12 12/31/99
264 65,670 18,418 47,252 2.06 Annualized 10 10/31/99
265 54,616 10,212 44,404 1.96 Annualized 9 09/30/99
266 66,883 35,428 31,455 1.39 Annualized 9 09/30/99
267 UAV UAV UAV UAV Full Year 12 12/31/99
268 88,407 47,365 41,042 1.86 Annualized 8 08/30/99
</TABLE>
<TABLE>
<CAPTION>
CONTROL
NUMBER 1999 REVENUES 1999 EXPENSES 1999 NOI DSCR U/W REVENUES U/W EXPENSES
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
222 UAV UAV UAV UAV 182,833 67,865
223 326,086 174,010 152,076 2.30 336,802 216,879
224 154,378 46,795 107,583 1.72 148,914 47,650
225 161,504 32,810 128,694 2.09 161,305 70,534
226 168,317 23,072 145,245 2.31 172,042 38,960
227 212,876 98,079 114,797 1.85 234,866 100,373
228 UAV UAV UAV UAV 197,169 104,780
229 127,086 28,139 98,947 1.83 136,014 53,225
230 97,920 176 97,744 1.77 93,024 4,221
231 UAV UAV UAV UAV 125,695 45,677
232 126,774 40,038 86,736 1.66 121,752 47,158
233 UAV UAV UAV UAV 110,688 18,966
234 388,147 184,883 203,264 4.04 333,136 194,219
235 112,560 4,413 108,147 2.00 103,555 5,678
236 UAV UAV UAV UAV 108,654 21,182
237 173,758 81,966 91,792 1.93 169,907 82,609
238 140,942 43,880 97,062 1.74 141,745 64,120
239 UAV UAV UAV UAV 223,367 78,731
240 181,071 86,845 94,226 2.10 165,321 92,560
241 UAV UAV UAV UAV 104,805 38,225
242 99,696 27,237 72,458 1.60 96,895 29,380
243 173,754 79,689 94,065 2.08 166,117 84,326
244 136,158 74,122 62,036 1.43 137,997 77,403
245 116,840 14,780 102,060 2.22 105,252 26,272
246 150,154 59,128 91,026 2.03 141,800 70,583
247 UAV UAV UAV UAV 104,082 41,717
248 UAV UAV UAV UAV 126,375 55,815
249 77,600 2,458 75,142 2.00 65,001 6,750
250 188,432 101,063 87,369 2.45 170,152 104,606
251 UAV UAV UAV UAV 65,882 15,974
252 92,189 15,008 77,181 2.14 89,330 26,162
253 UAV UAV UAV UAV 76,380 29,521
254 60,185 14,534 45,651 1.38 70,150 25,505
255 147,182 82,619 64,563 2.05 141,748 77,930
256 92,880 46,596 46,284 1.45 90,411 43,221
257 85,500 24,227 61,273 1.78 79,515 30,577
258 230,752 130,292 100,460 3.55 206,532 116,406
259 66,553 15,407 51,146 1.65 65,550 20,661
260 UAV UAV UAV UAV 74,042 15,545
261 110,099 77,226 32,873 1.23 101,895 58,292
262 61,614 19,120 42,494 1.61 55,458 19,762
263 95,306 58,023 37,283 1.55 90,672 53,903
264 68,064 22,810 45,254 1.97 64,439 28,536
265 57,087 15,229 41,858 1.84 55,846 20,408
266 70,625 12,932 57,693 2.54 71,307 35,658
267 53,971 19,833 34,138 1.56 58,326 24,822
268 97,640 39,641 57,999 2.62 90,391 49,059
</TABLE>
<TABLE>
<CAPTION>
CONTROL U/W NOI U/W NCF
NUMBER U/W NOI DSCR U/W NCF DSCR
=======================================================================
<S> <C> <C> <C> <C>
222 114,968 1.59 109,018 1.51
223 119,923 1.81 104,923 1.58
224 101,264 1.62 80,216 1.28
225 90,771 1.48 83,575 1.36
226 133,082 2.12 95,817 1.52
227 134,493 2.16 129,543 2.08
228 92,389 1.69 83,389 1.53
229 82,789 1.53 75,257 1.39
230 88,803 1.61 80,313 1.46
231 80,018 1.46 73,162 1.34
232 74,594 1.42 67,594 1.29
233 91,722 1.84 74,498 1.49
234 138,917 2.76 113,417 2.25
235 97,877 1.81 82,122 1.52
236 87,472 1.69 66,495 1.28
237 87,298 1.84 80,148 1.69
238 77,625 1.39 70,625 1.26
239 144,635 3.03 123,540 2.58
240 72,761 1.62 59,710 1.33
241 66,580 1.42 61,780 1.32
242 67,515 1.49 58,553 1.29
243 81,791 1.81 73,541 1.63
244 60,594 1.40 52,944 1.22
245 78,980 1.72 66,914 1.46
246 71,217 1.59 62,817 1.40
247 62,365 1.58 57,365 1.46
248 70,560 1.65 65,810 1.54
249 58,251 1.55 54,786 1.46
250 65,546 1.84 53,096 1.49
251 49,908 1.42 46,680 1.32
252 63,169 1.75 58,669 1.62
253 46,859 1.38 45,109 1.33
254 44,646 1.35 42,146 1.28
255 63,818 2.03 54,268 1.73
256 47,190 1.48 41,940 1.32
257 48,938 1.42 45,188 1.31
258 90,126 3.19 75,026 2.65
259 44,889 1.45 42,639 1.38
260 58,497 1.37 54,807 1.28
261 43,603 1.63 35,003 1.31
262 35,696 1.35 33,696 1.27
263 36,769 1.53 30,819 1.28
264 35,903 1.56 32,903 1.43
265 35,438 1.56 32,188 1.42
266 35,649 1.57 32,149 1.42
267 33,504 1.53 30,754 1.41
268 41,332 1.87 35,831 1.62
</TABLE>
<PAGE> 174
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM- ESCROWED
MENDED REPLACE-
ANNUAL U/W ANNUAL MENT
MORTGAGE TAXES INSURANCE REPLACE- REPLACE- RESERVES
CONTROL LOAN CURRENTLY CURRENTLY MENT MENT INITIAL
NUMBER SELLER LOAN / PROPERTY NAME ESCROWED ESCROWED RESERVES RESERVES DEPOSIT
<S> <C> <C> <C> <C> <C> <C> <C>
1 SBRC Putnam Building No No 14,800 35,000 2,917
2 GCFP Jovanna Villas Apartments Yes Yes 22,983 66,000 0
3 GCFP Los Cabos II Apartments Yes Yes 20,454 52,500 0
4 GCFP Sunrise Plaza Shopping Center Yes Yes 18,333 23,207 3,868
5 GCFP Hasbrouck & Torview Apartments Yes Yes 86,781 74,600 275,000
6 SBRC Muncie Apartments Portfolio 141,365 141,365 0
6A SBRC Silvertree Apartments Yes Yes 56,225 56,225
6B SBRC Windsong Apartments Yes Yes 22,040 22,040
6C SBRC Autumn Breeze Apartments Yes Yes 21,345 21,345
6D SBRC Sunreach Apartments Yes Yes 17,550 17,550
6E SBRC Everbrook Apartments Yes Yes 16,155 16,155
6F SBRC Cardinal Villa Apartments Yes Yes 8,050 8,050
7 SBRC Sports Arena Village Yes Yes 31,124 42,458 0
8 GCFP Holiday Inn Somerset Yes Yes 169,866 453,089 29,671
9 GCFP Southridge Shopping Center Yes Yes 22,988 30,346 0
10 GCFP Stewart Plaza Yes Yes 15,869 24,852 2,071
11 GCFP The Carriage Building (Building 39) Yes Yes 11,013 21,456 2,262
12 GCFP 1000 Adams Avenue Yes Yes 17,098 22,120 1,844
13 GCFP 101 West Avenue Yes Yes 13,554 14,852 0
14 GCFP Clearview Farms Apartments Yes Yes 76,544 88,350 0
15 GCFP The TJ Building Yes Yes 49,492 59,172 12,000
16 GCFP International Precision Components Corp. Yes Yes 12,602 15,088 1,258
Building
17 GCFP 480 Sprague Street Yes No 71,250 35,084 2,913
18 GCFP 990 Spring Garden Street Yes Yes 2,746 15,684 0
19 SBRC Los Altos Woods Office Building Yes Yes 7,830 7,788 0
20 GCFP 655 Merrick Avenue Yes Yes 4,603 8,730 0
21 GCFP Nicholson Plaza Yes Yes 18,373 21,317 5,329
22 GCFP Ventura Village Shopping Center No No 1,507 4,580 0
23 SBRC Bridgetown 1 Office Building Yes Yes 1,512 12,565 0
24 GCFP Courtyard Center Yes Yes 7,684 10,277 1,495
25 GCFP Raymour & Flanigan Plaza A Yes Yes 14,613 19,125 1,594
26 GCFP 4707 East Baseline Road No No 7,402 16,573 2,762
27 GCFP Holiday Inn Arena Yes Yes 149,033 220,074 22,308
28 GCFP Kentbrook Apartments Yes Yes 42,167 50,007 4,168
29 GCFP Ramada Plaza Hotel and Office Building Yes Yes 146,663 233,287 9,538
30 GCFP Quail Park I Yes No 4,217 14,689 3,672
31 GCFP 139 Main Street Yes Yes 8,321 9,762 9,672
32 GCFP Holiday Inn University Yes Yes 89,237 139,634 11,556
33 GCFP PRG - Scenic Technologies No No 5,801 19,320 0
34 GCFP Raymour & Flanigan Plaza B Yes Yes 2,400 11,439 954
35 GCFP West County Professional and Medical Center Yes Yes 14,275 16,713 4,178
36 SBRC Herndon Plaza Retail Center No No 50,512 54,003 0
37 GCFP 15250 Avenue of Science No No 4,552 10,891 2,723
38 GCFP The Barnyard Retail Center Yes Yes 10,048 15,129 0
39 GCFP 711 Madison Avenue Yes Yes 1,604 2,000 333
40 SBRC 132 South Rodeo Drive Yes Yes 5,221 5,197 0
41 GCFP 4001 Fairview Industrial Drive Southeast No No 3,238 8,983 2,004
42 GCFP The Parris Building (Building 34) Yes Yes 7,225 8,640 1,440
43 SBRC Cherry Tree Shopping Center Yes Yes 8,238 9,868 0
44 SBRC 1916-1928 Old Middlefield Road Yes Yes 2,431 6,389 0
45 GCFP Days Inn Singer Island Yes Yes 50,417 95,076 50,000
46 GCFP The Sports Authority No No 3,556 4,565 0
47 GCFP Grand Union Supermarket No No 3,083 4,006 334
48 GCFP Parklawn Center Yes Yes 4,893 13,626 3,407
49 GCFP Two World's Fair Drive Yes Yes 6,872 8,633 1,438
50 GCFP Arden Woods Office Building Yes Yes 3,197 12,743 0
51 GCFP 350 Centerpointe Yes Yes 6,807 8,650 0
52 GCFP Erie Canal Commons Yes Yes 3,598 5,857 488
53 GCFP Executive Center Northridge Yes Yes 21,308 21,947 1,829
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM-
MENDED ESCROWED
ESCROWED ANNUAL U/W ANNUAL REPLACEMENT
REPLACEMENT REPLACE- REPLACE- RESERVES
MORTGAGE RESERVES MENT MENT INITIAL
CONTROL LOAN CURRENT RESERVES RESERVES DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME ANNUAL DEPOSIT PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Putnam Building 35,000 0.06 0.15 0.01
2 GCFP Jovanna Villas Apartments 66,000 87.06 250 0.00
3 GCFP Los Cabos II Apartments 52,500 97.40 250 0.00
4 GCFP Sunrise Plaza Shopping Center 23,208 0.16 0.20 0.03
5 GCFP Hasbrouck & Torview Apartments 0 233 200 737
6 SBRC Muncie Apartments Portfolio 136,352 459 459 0.00
6A SBRC Silvertree Apartments 469 469
6B SBRC Windsong Apartments 459 459
6C SBRC Autumn Breeze Apartments 445 445
6D SBRC Sunreach Apartments 488 488
6E SBRC Everbrook Apartments 505 505
6F SBRC Cardinal Villa Apartments 335 335
7 SBRC Sports Arena Village 42,458 0.12 0.17 0.00
8 GCFP Holiday Inn Somerset 4% of revenue 598 1,595 104
9 GCFP Southridge Shopping Center 30,348 0.11 0.15 0.00
10 GCFP Stewart Plaza 24,852 0.13 0.20 0.02
11 GCFP The Carriage Building (Building 39) 13,572 0.13 0.25 0.03
12 GCFP 1000 Adams Avenue 22,128 0.15 0.20 0.02
13 GCFP 101 West Avenue 14,856 0.16 0.18 0.00
14 GCFP Clearview Farms Apartments 88,350 247 285 0.00
15 GCFP The TJ Building 59,172 0.17 0.20 0.04
16 GCFP International Precision Components Corp. 15,096 0.07 0.08 0.01
Building
17 GCFP 480 Sprague Street 34,956 0.31 0.15 0.01
18 GCFP 990 Spring Garden Street 15,684 0.02 0.10 0.00
19 SBRC Los Altos Woods Office Building 7,782 0.20 0.20 0.00
20 GCFP 655 Merrick Avenue 5,816 0.08 0.15 0.00
21 GCFP Nicholson Plaza 21,317 0.18 0.21 0.05
22 GCFP Ventura Village Shopping Center 0 0.05 0.15 0.00
23 SBRC Bridgetown 1 Office Building 0 0.02 0.20 0.00
24 GCFP Courtyard Center 8,970 0.11 0.15 0.02
25 GCFP Raymour & Flanigan Plaza A 19,128 0.11 0.15 0.01
26 GCFP 4707 East Baseline Road 16,573 0.05 0.12 0.02
27 GCFP Holiday Inn Arena 4% of revenue 618 913 92.56
28 GCFP Kentbrook Apartments 50,016 213 253 21.05
29 GCFP Ramada Plaza Hotel and Office Building 114,456 1,146 1,823 74.52
30 GCFP Quail Park I 14,689 0.06 0.20 0.05
31 GCFP 139 Main Street 9,768 0.22 0.26 0.26
32 GCFP Holiday Inn University 4% of revenue 624 976 80.81
33 GCFP PRG - Scenic Technologies 0 0.05 0.15 0.00
34 GCFP Raymour & Flanigan Plaza B 11,448 0.03 0.15 0.01
35 GCFP West County Professional and Medical Center 16,713 0.18 0.20 0.05
36 SBRC Herndon Plaza Retail Center 0 0.19 0.20 0.00
37 GCFP 15250 Avenue of Science 10,891 0.08 0.20 0.05
38 GCFP The Barnyard Retail Center 0 0.13 0.20 0.00
39 GCFP 711 Madison Avenue 2,000 0.17 0.21 0.03
40 SBRC 132 South Rodeo Drive 5,197 0.20 0.20 0.00
41 GCFP 4001 Fairview Industrial Drive Southeast 12,024 0.04 0.11 0.03
42 GCFP The Parris Building (Building 34) 8,640 0.15 0.18 0.03
43 SBRC Cherry Tree Shopping Center 8,238 0.18 0.21 0.00
44 SBRC 1916-1928 Old Middlefield Road 6,389 0.08 0.20 0.00
45 GCFP Days Inn Singer Island 0 306 576 303
46 GCFP The Sports Authority 0 0.08 0.10 0.00
47 GCFP Grand Union Supermarket 4,008 0.08 0.10 0.01
48 GCFP Parklawn Center 13,626 0.05 0.15 0.04
49 GCFP Two World's Fair Drive 8,628 0.12 0.15 0.02
50 GCFP Arden Woods Office Building 12,744 0.05 0.20 0.00
51 GCFP 350 Centerpointe 8,650 0.16 0.20 0.00
52 GCFP Erie Canal Commons 5,856 0.09 0.15 0.01
53 GCFP Executive Center Northridge 21,948 0.25 0.25 0.02
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
REPLACEMENT ESCROWED
RESERVES ESCROWED TI/LC
CURRENT TI/LC RESERVES
MORTGAGE ANNUAL U/W ANNUAL RESERVES CURRENT
CONTROL LOAN DEPOSIT TI/LC INITIAL ANNUAL
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT RESERVES DEPOSIT DEPOSIT
<S> <C> <C> <C> <C> <C> <C>
1 SBRC Putnam Building 0.15 0 0 0
2 GCFP Jovanna Villas Apartments 250 NAP NAP NAP
3 GCFP Los Cabos II Apartments 250 NAP NAP NAP
4 GCFP Sunrise Plaza Shopping Center 0.20 92,231 15,150 90,900
5 GCFP Hasbrouck & Torview Apartments 0.00 NAP NAP NAP
6 SBRC Muncie Apartments Portfolio 443 NAP NAP NAP
6A SBRC Silvertree Apartments
6B SBRC Windsong Apartments
6C SBRC Autumn Breeze Apartments
6D SBRC Sunreach Apartments
6E SBRC Everbrook Apartments
6F SBRC Cardinal Villa Apartments
7 SBRC Sports Arena Village 0.17 257,226 0 84,957
8 GCFP Holiday Inn Somerset 4% of revenue NAP NAP NAP
9 GCFP Southridge Shopping Center 0.15 80,431 100,000 60,696
10 GCFP Stewart Plaza 0.20 126,594 10,325 123,900
11 GCFP The Carriage Building (Building 39) 0.16 121,714 14,304 85,824
12 GCFP 1000 Adams Avenue 0.20 154,142 2,302,496 50,004
13 GCFP 101 West Avenue 0.18 98,583 0 97,272
14 GCFP Clearview Farms Apartments 285 NAP NAP NAP
15 GCFP The TJ Building 0.20 88,757 105,000 92,088
16 GCFP International Precision Components Corp. 0.08 24,548 441,170 LOC 0
Building
17 GCFP 480 Sprague Street 0.15 66,664 0 0
18 GCFP 990 Spring Garden Street 0.10 145,150 0 145,152
19 SBRC Los Altos Woods Office Building 0.20 38,909 0 38,909
20 GCFP 655 Merrick Avenue 0.10 18,532 0 18,532
21 GCFP Nicholson Plaza 0.21 51,713 0 51,713
22 GCFP Ventura Village Shopping Center 0.00 17,685 0 0
23 SBRC Bridgetown 1 Office Building 0.00 62,824 100,000 0
24 GCFP Courtyard Center 0.13 81,382 0 0
25 GCFP Raymour & Flanigan Plaza A 0.15 59,874 4,774 57,288
26 GCFP 4707 East Baseline Road 0.12 29,194 4,866 29,196
27 GCFP Holiday Inn Arena 4% of revenue NAP NAP NAP
28 GCFP Kentbrook Apartments 253 NAP NAP NAP
29 GCFP Ramada Plaza Hotel and Office Building 894 84,951 0 0
30 GCFP Quail Park I 0.20 73,444 0 0
31 GCFP 139 Main Street 0.26 33,234 400,000 0
32 GCFP Holiday Inn University 4% of revenue NAP NAP NAP
33 GCFP PRG - Scenic Technologies 0.00 32,200 15,750 0
34 GCFP Raymour & Flanigan Plaza B 0.15 35,889 2,991 35,892
35 GCFP West County Professional and Medical Center 0.20 121,777 0 54,000
36 SBRC Herndon Plaza Retail Center 0.00 85,970 0 0
37 GCFP 15250 Avenue of Science 0.20 30,454 200,000 0
38 GCFP The Barnyard Retail Center 0.00 78,124 0 0
39 GCFP 711 Madison Avenue 0.21 22,015 3,669 22,015
40 SBRC 132 South Rodeo Drive 0.20 19,487 0 19,487
41 GCFP 4001 Fairview Industrial Drive Southeast 0.15 47,699 0 0
42 GCFP The Parris Building (Building 34) 0.18 73,250 12,198 73,185
43 SBRC Cherry Tree Shopping Center 0.18 53,183 0 50,000
44 SBRC 1916-1928 Old Middlefield Road 0.20 47,918 0 0
45 GCFP Days Inn Singer Island 0.00 NAP NAP NAP
46 GCFP The Sports Authority 0.00 22,035 0 0
47 GCFP Grand Union Supermarket 0.10 19,986 0 0
48 GCFP Parklawn Center 0.15 32,091 0 32,091
49 GCFP Two World's Fair Drive 0.15 91,402 7,089 85,068
50 GCFP Arden Woods Office Building 0.20 75,961 100,000 0
51 GCFP 350 Centerpointe 0.20 43,250 0 0
52 GCFP Erie Canal Commons 0.15 37,319 2,190 26,280
53 GCFP Executive Center Northridge 0.25 59,638 4,967 59,604
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
ESCROWED TI/LC
TI/LC RESERVES
U/W ANNUAL RESERVES CURRENT
MORTGAGE TI/LC INITIAL ANNUAL
CONTROL LOAN RESERVES DEPOSIT DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C>
1 SBRC Putnam Building 0.00 0.00 0.00
2 GCFP Jovanna Villas Apartments NAP NAP NAP
3 GCFP Los Cabos II Apartments NAP NAP NAP
4 GCFP Sunrise Plaza Shopping Center 0.81 0.13 0.80
5 GCFP Hasbrouck & Torview Apartments NAP NAP NAP
6 SBRC Muncie Apartments Portfolio NAP NAP NAP
6A SBRC Silvertree Apartments
6B SBRC Windsong Apartments
6C SBRC Autumn Breeze Apartments
6D SBRC Sunreach Apartments
6E SBRC Everbrook Apartments
6F SBRC Cardinal Villa Apartments
7 SBRC Sports Arena Village 1.01 0.00 0.33
8 GCFP Holiday Inn Somerset NAP NAP NAP
9 GCFP Southridge Shopping Center 0.40 0.49 0.30
10 GCFP Stewart Plaza 1.02 0.08 1.00
11 GCFP The Carriage Building (Building 39) 1.42 0.17 1.00
12 GCFP 1000 Adams Avenue 1.39 20.82 0.45
13 GCFP 101 West Avenue 1.18 0.00 1.17
14 GCFP Clearview Farms Apartments NAP NAP NAP
15 GCFP The TJ Building 0.30 0.35 0.31
16 GCFP International Precision Components Corp. 0.13 2.34 LOC 0.00
Building
17 GCFP 480 Sprague Street 0.29 0.00 0.00
18 GCFP 990 Spring Garden Street 0.93 0.00 0.93
19 SBRC Los Altos Woods Office Building 1.00 0.00 1.00
20 GCFP 655 Merrick Avenue 0.32 0.00 0.32
21 GCFP Nicholson Plaza 0.50 0.00 0.50
22 GCFP Ventura Village Shopping Center 0.58 0.00 0.00
23 SBRC Bridgetown 1 Office Building 1.00 1.59 0.00
24 GCFP Courtyard Center 1.19 0.00 0.00
25 GCFP Raymour & Flanigan Plaza A 0.47 0.04 0.45
26 GCFP 4707 East Baseline Road 0.21 0.04 0.21
27 GCFP Holiday Inn Arena NAP NAP NAP
28 GCFP Kentbrook Apartments NAP NAP NAP
29 GCFP Ramada Plaza Hotel and Office Building NAP 0.00 0.00
30 GCFP Quail Park I 1.00 0.00 0.00
31 GCFP 139 Main Street 0.89 10.66 0.00
32 GCFP Holiday Inn University NAP NAP NAP
33 GCFP PRG - Scenic Technologies 0.25 0.12 0.00
34 GCFP Raymour & Flanigan Plaza B 0.47 0.04 0.47
35 GCFP West County Professional and Medical Center 1.49 0.00 0.66
36 SBRC Herndon Plaza Retail Center 0.32 0.00 0.00
37 GCFP 15250 Avenue of Science 0.55 3.61 0.00
38 GCFP The Barnyard Retail Center 1.02 0.00 0.00
39 GCFP 711 Madison Avenue 2.27 0.38 2.27
40 SBRC 132 South Rodeo Drive 0.75 0.00 0.75
41 GCFP 4001 Fairview Industrial Drive Southeast 0.60 0.00 0.00
42 GCFP The Parris Building (Building 34) 1.50 0.25 1.50
43 SBRC Cherry Tree Shopping Center 1.16 0.00 1.09
44 SBRC 1916-1928 Old Middlefield Road 1.50 0.00 0.00
45 GCFP Days Inn Singer Island NAP NAP NAP
46 GCFP The Sports Authority 0.48 0.00 0.00
47 GCFP Grand Union Supermarket 0.50 0.00 0.00
48 GCFP Parklawn Center 0.35 0.00 0.35
49 GCFP Two World's Fair Drive 1.54 0.12 1.43
50 GCFP Arden Woods Office Building 1.19 1.57 0.00
51 GCFP 350 Centerpointe 1.00 0.00 0.00
52 GCFP Erie Canal Commons 0.96 0.06 0.67
53 GCFP Executive Center Northridge 0.69 0.06 0.69
</TABLE>
<PAGE> 175
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM- ESCROWED
MENDED REPLACE-
ANNUAL U/W ANNUAL MENT
MORTGAGE TAXES INSURANCE REPLACE- REPLACE- RESERVES
CONTROL LOAN CURRENTLY CURRENTLY MENT MENT INITIAL
NUMBER SELLER LOAN / PROPERTY NAME ESCROWED ESCROWED RESERVES RESERVES DEPOSIT
<S> <C> <C> <C> <C> <C> <C> <C>
54 SBRC Jester Village Retail Center Yes Yes 3,033 5,536 0
55 GCFP Suncreek Corporate Center Yes Yes 10,848 12,873 0
56 GCFP Airport Business Plaza Yes Yes 0 11,811 1,969
57 SBRC Otay Distribution Center Yes Yes 4,171 10,288 0
58 GCFP Groesbeck Industrial Park Yes Yes 9,948 14,665 0
59 GCFP A Safe Self Storage Yes Yes 9,213 9,699 60,665
60 GCFP Audobon One Yes Yes 7,658 9,078 757
61 GCFP Quail Valley Apartments Yes Yes 56,133 61,441 0
62 SBRC Valley Sunset Center Yes No 0 13,521 0
63 GCFP Tangerine Hill Apartments Yes Yes 27,794 32,367 2,697
64 GCFP Modesto Imaging Center Yes Yes 6,416 6,210 13,000
65 GCFP Beechnut Grove Apartments Yes Yes 11,796 29,000 0
66 GCFP Woodvine Apartments Yes Yes 20,724 25,750 0
67 GCFP Holiday Inn Kennedy Space Center Yes Yes 65,969 117,172 9,332
68 GCFP Chateau Resort & Conf. Yes Yes 54,243 198,696 0
69 GCFP West Pointe Apartments Yes Yes 20,754 26,000 4,334
70 GCFP Auburn Hills Industrial Center Yes Yes 6,639 8,169 0
71 SBRC Ponderosa Village Shopping Center Yes Yes 2,106 4,825 0
72 SBRC Heinz Apartments Yes Yes 35,232 35,264 0
73 GCFP Barcelona Apartments Yes Yes 30,919 35,690 25,976
74 SBRC Highbury Court Apartments Yes Yes 34,670 37,888 0
75 GCFP BankBoston Building Yes Yes 5,821 9,679 1,614
76 SBRC Northwest Plaza Shopping Center Yes Yes 4,180 7,635 0
77 GCFP 43 West 47th Street Yes Yes 1,090 2,150 0
78 SBRC 58-38 Page Place Yes Yes 8,000 13,680 0
79 GCFP 3832-3844 Sepulveda Boulevard Yes Yes 783 4,786 0
80 SBRC Sweetwater Plaza East Yes Yes 11,025 11,220 0
81 SBRC Duane Reade Maspeth Yes Yes 7,475 4,125 4,906
82 GCFP Fairfield Inn Houma Yes Yes 21,531 65,739 5,568
83 SBRC Brentwood Apartments Yes Yes 13,381 14,560 0
84 SBRC Whitehall Apartments Yes Yes 9,750 10,500 0
85 SBRC Wind River Park Plaza Yes Yes 5,935 6,134 0
86 SBRC Newport Victoria Plaza Yes Yes 5,026 7,381 0
87 SBRC Haverty Furniture Store Yes Yes 10,014 11,875 0
88 GCFP Westgate Office Center Yes Yes 6,910 7,282 706
89 GCFP Commonwealth Park Yes Yes 2,963 5,500 28,000 LOC
90 SBRC New Jersey Portfolio 29,488 40,200 0
90A SBRC 5004 Palisades Yes No 12,796 17,700
90B SBRC 727 & 727A 25th Street Yes No 7,550 11,100
90C SBRC Franklin's Tower Two Yes No 3,948 6,000
90D SBRC Franklin's Tower One Yes No 5,194 5,400
91 GCFP Centerpointe 24-Hour Fitness No No 5,967 7,658 1,276
92 GCFP Keats Plaza Yes Yes 2,501 8,211 2,053
93 SBRC South Pointe Townhomes Yes Yes 31,760 33,356 0
94 GCFP Glenmoor Green I Apartments Yes Yes 22,240 27,000 2,250
95 SBRC Alameda Shopping Center Yes Yes 338 2,436 0
96 SBRC 41 North Division Street Yes Yes 7,500 7,362 0
97 GCFP Glenmoor Green II Apartments Yes Yes 32,063 37,629 3,136
98 GCFP Flagship Wharf Commercial Condominium Yes Yes 1,511 0 0
99 GCFP South Park Center Yes Yes 1,833 6,902 576
100 GCFP 1952 West El Camino Yes Yes 5,238 6,266 522
101 SBRC Office Max Traverse Yes Yes 2,249 3,525 646
102 GCFP Rockland Multi-family Residences Yes Yes 9,833 11,500 1,932
103 GCFP Realty Expert Building Yes Yes 1,598 4,092 0
104 GCFP 75 Bermar Park, Nickel Office Building & Yes Yes 298 9,600 0
Tonida Office Building
105 SBRC Office Max Mankato Yes Yes 1,672 3,525 587
106 SBRC Office Max Martinsburg Yes Yes 1,623 3,525 881
107 GCFP Kmart South Bend Yes Yes 9,554 14,120 0
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM-
MENDED ESCROWED
ESCROWED ANNUAL U/W ANNUAL REPLACEMENT
REPLACEMENT REPLACE- REPLACE- RESERVES
MORTGAGE RESERVES MENT MENT INITIAL
CONTROL LOAN CURRENT RESERVES RESERVES DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME ANNUAL DEPOSIT PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C> <C>
54 SBRC Jester Village Retail Center 5,536 0.08 0.15 0.00
55 GCFP Suncreek Corporate Center 12,873 0.17 0.21 0.00
56 GCFP Airport Business Plaza 11,811 0.00 0.20 0.03
57 SBRC Otay Distribution Center 0 0.04 0.10 0.00
58 GCFP Groesbeck Industrial Park 14,664 0.07 0.10 0.00
59 GCFP A Safe Self Storage 9,699 0.19 0.20 1.26
60 GCFP Audobon One 9,084 0.25 0.30 0.03
61 GCFP Quail Valley Apartments 61,441 234 256 0.00
62 SBRC Valley Sunset Center 5,440 0.00 0.25 0.00
63 GCFP Tangerine Hill Apartments 32,367 221 257 21.41
64 GCFP Modesto Imaging Center 6,248 0.36 0.35 0.73
65 GCFP Beechnut Grove Apartments 28,750 102 250 0.00
66 GCFP Woodvine Apartments 26,580 201 250 0.00
67 GCFP Holiday Inn Kennedy Space Center 4% of revenue 559 993 79.09
68 GCFP Chateau Resort & Conf. 5% of revenue 357 1,307 0.00
69 GCFP West Pointe Apartments 26,004 200 250 41.67
70 GCFP Auburn Hills Industrial Center 8,124 0.08 0.10 0.00
71 SBRC Ponderosa Village Shopping Center 4,825 0.07 0.15 0.00
72 SBRC Heinz Apartments 35,264 551 551 0.00
73 GCFP Barcelona Apartments 35,700 243 281 205
74 SBRC Highbury Court Apartments 37,896 271 296 0.00
75 GCFP BankBoston Building 9,684 0.12 0.20 0.03
76 SBRC Northwest Plaza Shopping Center 7,620 0.08 0.15 0.00
77 GCFP 43 West 47th Street 2,150 0.10 0.20 0.00
78 SBRC 58-38 Page Place 13,680 0.09 0.15 0.00
79 GCFP 3832-3844 Sepulveda Boulevard 2,388 0.03 0.20 0.00
80 SBRC Sweetwater Plaza East 11,412 0.22 0.22 0.00
81 SBRC Duane Reade Maspeth 3,750 0.30 0.17 0.20
82 GCFP Fairfield Inn Houma 5% of revenue 273 832 70.48
83 SBRC Brentwood Apartments 14,556 239 260 0.00
84 SBRC Whitehall Apartments 6,780 232 250 0.00
85 SBRC Wind River Park Plaza 6,134 0.19 0.20 0.00
86 SBRC Newport Victoria Plaza 7,381 0.14 0.20 0.00
87 SBRC Haverty Furniture Store 0 0.21 0.25 0.00
88 GCFP Westgate Office Center 8,472 0.19 0.20 0.02
89 GCFP Commonwealth Park 0 0.05 0.10 0.51 LOC
90 SBRC New Jersey Portfolio 20,526 225 307 0.00
90A SBRC 5004 Palisades 224 311
90B SBRC 727 & 727A 25th Street 204 300
90C SBRC Franklin's Tower Two 208 316
90D SBRC Franklin's Tower One 289 300
91 GCFP Centerpointe 24-Hour Fitness 7,658 0.17 0.22 0.04
92 GCFP Keats Plaza 8,211 0.05 0.15 0.04
93 SBRC South Pointe Townhomes 33,356 256 269 0.00
94 GCFP Glenmoor Green I Apartments 27,000 206 250 20.83
95 SBRC Alameda Shopping Center 0 0.02 0.15 0.00
96 SBRC 41 North Division Street 7,362 0.22 0.22 0.00
97 GCFP Glenmoor Green II Apartments 37,632 286 336 28.00
98 GCFP Flagship Wharf Commercial Condominium 0 0.05 0.00 0.00
99 GCFP South Park Center 6,912 0.04 0.15 0.01
100 GCFP 1952 West El Camino 6,266 0.28 0.33 0.03
101 SBRC Office Max Traverse 2,585 0.10 0.15 0.03
102 GCFP Rockland Multi-family Residences 11,592 214 250 42.00
103 GCFP Realty Expert Building 4,092 0.07 0.17 0.00
104 GCFP 75 Bermar Park, Nickel Office Building & 0 0.01 0.20 0.00
Tonida Office Building
105 SBRC Office Max Mankato 2,350 0.07 0.15 0.02
106 SBRC Office Max Martinsburg 3,525 0.07 0.15 0.04
107 GCFP Kmart South Bend 14,160 0.10 0.15 0.00
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
REPLACEMENT ESCROWED
RESERVES ESCROWED TI/LC
CURRENT TI/LC RESERVES
MORTGAGE ANNUAL U/W ANNUAL RESERVES CURRENT
CONTROL LOAN DEPOSIT TI/LC INITIAL ANNUAL
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT RESERVES DEPOSIT DEPOSIT
<S> <C> <C> <C> <C> <C> <C>
54 SBRC Jester Village Retail Center 0.15 39,011 0 40,836
55 GCFP Suncreek Corporate Center 0.21 63,864 50,000 63,864
56 GCFP Airport Business Plaza 0.20 30,916 4,622 27,732
57 SBRC Otay Distribution Center 0.00 29,754 0 31,056
58 GCFP Groesbeck Industrial Park 0.10 46,370 0 25,008
59 GCFP A Safe Self Storage 0.20 2,000 333 2,000
60 GCFP Audobon One 0.30 42,659 3,732 44,784
61 GCFP Quail Valley Apartments 256 NAP NAP NAP
62 SBRC Valley Sunset Center 0.10 64,164 50,000 0
63 GCFP Tangerine Hill Apartments 257 NAP NAP NAP
64 GCFP Modesto Imaging Center 0.35 17,852 0 17,856
65 GCFP Beechnut Grove Apartments 248 NAP NAP NAP
66 GCFP Woodvine Apartments 258 NAP NAP NAP
67 GCFP Holiday Inn Kennedy Space Center 4% of revenue NAP NAP NAP
68 GCFP Chateau Resort & Conf. 5% of revenue NAP NAP NAP
69 GCFP West Pointe Apartments 250 NAP NAP NAP
70 GCFP Auburn Hills Industrial Center 0.10 25,722 25,000 16,248
71 SBRC Ponderosa Village Shopping Center 0.15 21,617 0 0
72 SBRC Heinz Apartments 551 NAP NAP NAP
73 GCFP Barcelona Apartments 281 NAP NAP NAP
74 SBRC Highbury Court Apartments 296 NAP NAP NAP
75 GCFP BankBoston Building 0.20 48,396 8,066 48,396
76 SBRC Northwest Plaza Shopping Center 0.15 25,370 0 0
77 GCFP 43 West 47th Street 0.20 18,963 0 18,963
78 SBRC 58-38 Page Place 0.15 27,360 0 27,360
79 GCFP 3832-3844 Sepulveda Boulevard 0.10 27,389 7,326 29,304
80 SBRC Sweetwater Plaza East 0.22 54,835 0 25,740
81 SBRC Duane Reade Maspeth 0.15 8,500 0 0
82 GCFP Fairfield Inn Houma 5% of revenue NAP NAP NAP
83 SBRC Brentwood Apartments 260 NAP NAP NAP
84 SBRC Whitehall Apartments 161 NAP NAP NAP
85 SBRC Wind River Park Plaza 0.20 35,521 0 35,531
86 SBRC Newport Victoria Plaza 0.20 39,740 0 39,769
87 SBRC Haverty Furniture Store 0.00 23,750 0 0
88 GCFP Westgate Office Center 0.23 36,412 65,000 0
89 GCFP Commonwealth Park 0.00 2,842 100,000 LOC 0
90 SBRC New Jersey Portfolio 157 NAP NAP NAP
90A SBRC 5004 Palisades
90B SBRC 727 & 727A 25th Street
90C SBRC Franklin's Tower Two
90D SBRC Franklin's Tower One
91 GCFP Centerpointe 24-Hour Fitness 0.22 34,420 0 0
92 GCFP Keats Plaza 0.15 18,284 0 18,284
93 SBRC South Pointe Townhomes 269 NAP NAP NAP
94 GCFP Glenmoor Green I Apartments 250 NAP NAP NAP
95 SBRC Alameda Shopping Center 0.00 16,227 0 16,314
96 SBRC 41 North Division Street 0.22 33,464 0 0
97 GCFP Glenmoor Green II Apartments 336 NAP NAP NAP
98 GCFP Flagship Wharf Commercial Condominium 0.00 15,608 2,956 17,724
99 GCFP South Park Center 0.15 26,789 1,151 13,812
100 GCFP 1952 West El Camino 0.33 8,599 715 8,578
101 SBRC Office Max Traverse 0.11 0 0 0
102 GCFP Rockland Multi-family Residences 252 NAP NAP NAP
103 GCFP Realty Expert Building 0.17 21,442 0 21,442
104 GCFP 75 Bermar Park, Nickel Office Building & 0.00 29,118 0 29,118
Tonida Office Building
105 SBRC Office Max Mankato 0.10 0 0 0
106 SBRC Office Max Martinsburg 0.15 0 0 0
107 GCFP Kmart South Bend 0.15 27,065 200,000 LOC 0
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
ESCROWED TI/LC
TI/LC RESERVES
U/W ANNUAL RESERVES CURRENT
MORTGAGE TI/LC INITIAL ANNUAL
CONTROL LOAN RESERVES DEPOSIT DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C>
54 SBRC Jester Village Retail Center 1.06 0.00 1.11
55 GCFP Suncreek Corporate Center 1.02 0.80 1.02
56 GCFP Airport Business Plaza 0.52 0.08 0.46
57 SBRC Otay Distribution Center 0.29 0.00 0.30
58 GCFP Groesbeck Industrial Park 0.32 0.00 0.17
59 GCFP A Safe Self Storage 0.04 0.01 0.04
60 GCFP Audobon One 1.41 0.12 1.48
61 GCFP Quail Valley Apartments NAP NAP NAP
62 SBRC Valley Sunset Center 1.19 0.92 0.00
63 GCFP Tangerine Hill Apartments NAP NAP NAP
64 GCFP Modesto Imaging Center 1.00 0.00 1.00
65 GCFP Beechnut Grove Apartments NAP NAP NAP
66 GCFP Woodvine Apartments NAP NAP NAP
67 GCFP Holiday Inn Kennedy Space Center NAP NAP NAP
68 GCFP Chateau Resort & Conf. NAP NAP NAP
69 GCFP West Pointe Apartments NAP NAP NAP
70 GCFP Auburn Hills Industrial Center 0.32 0.31 0.20
71 SBRC Ponderosa Village Shopping Center 0.67 0.00 0.00
72 SBRC Heinz Apartments NAP NAP NAP
73 GCFP Barcelona Apartments NAP NAP NAP
74 SBRC Highbury Court Apartments NAP NAP NAP
75 GCFP BankBoston Building 1.00 0.17 1.00
76 SBRC Northwest Plaza Shopping Center 0.50 0.00 0.00
77 GCFP 43 West 47th Street 1.76 0.00 1.76
78 SBRC 58-38 Page Place 0.30 0.00 0.30
79 GCFP 3832-3844 Sepulveda Boulevard 1.14 0.31 1.22
80 SBRC Sweetwater Plaza East 1.08 0.00 0.51
81 SBRC Duane Reade Maspeth 0.34 0.00 0.00
82 GCFP Fairfield Inn Houma NAP NAP NAP
83 SBRC Brentwood Apartments NAP NAP NAP
84 SBRC Whitehall Apartments NAP NAP NAP
85 SBRC Wind River Park Plaza 1.16 0.00 1.16
86 SBRC Newport Victoria Plaza 1.08 0.00 1.08
87 SBRC Haverty Furniture Store 0.50 0.00 0.00
88 GCFP Westgate Office Center 1.00 1.79 0.00
89 GCFP Commonwealth Park 0.05 1.82 LOC 0.00
90 SBRC New Jersey Portfolio NAP NAP NAP
90A SBRC 5004 Palisades
90B SBRC 727 & 727A 25th Street
90C SBRC Franklin's Tower Two
90D SBRC Franklin's Tower One
91 GCFP Centerpointe 24-Hour Fitness 1.00 0.00 0.00
92 GCFP Keats Plaza 0.33 0.00 0.33
93 SBRC South Pointe Townhomes NAP NAP NAP
94 GCFP Glenmoor Green I Apartments NAP NAP NAP
95 SBRC Alameda Shopping Center 1.00 0.00 1.00
96 SBRC 41 North Division Street 1.00 0.00 0.00
97 GCFP Glenmoor Green II Apartments NAP NAP NAP
98 GCFP Flagship Wharf Commercial Condominium 0.53 0.10 0.60
99 GCFP South Park Center 0.58 0.03 0.30
100 GCFP 1952 West El Camino 0.46 0.04 0.46
101 SBRC Office Max Traverse 0.00 0.00 0.00
102 GCFP Rockland Multi-family Residences NAP NAP NAP
103 GCFP Realty Expert Building 0.90 0.00 0.90
104 GCFP 75 Bermar Park, Nickel Office Building & 0.61 0.00 0.61
Tonida Office Building
105 SBRC Office Max Mankato 0.00 0.00 0.00
106 SBRC Office Max Martinsburg 0.00 0.00 0.00
107 GCFP Kmart South Bend 0.29 2.12 LOC 0.00
</TABLE>
<PAGE> 176
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM- ESCROWED
MENDED REPLACE-
ANNUAL U/W ANNUAL MENT
MORTGAGE TAXES INSURANCE REPLACE- REPLACE- RESERVES
CONTROL LOAN CURRENTLY CURRENTLY MENT MENT INITIAL
NUMBER SELLER LOAN / PROPERTY NAME ESCROWED ESCROWED RESERVES RESERVES DEPOSIT
<S> <C> <C> <C> <C> <C> <C> <C>
108 GCFP Wolfie's Plaza Yes No 10,350 12,160 1,013
109 GCFP 200-220 West 1st Street Yes Yes 2,736 3,516 10,000
110 GCFP The Loring Building Yes Yes 4,106 5,067 40,000
111 GCFP Park Paloma Apartments Yes Yes 11,221 13,372 2,229
112 GCFP Mitchell Building Yes Yes 1,213 3,483 581
113 GCFP Kennedy I Office Building Yes Yes 8,025 9,777 0
114 SBRC Holiday Inn Express Yes Yes 15,708 51,549 0
115 GCFP 16300 Addison Road Office Building Yes Yes 542 3,554 296
116 GCFP Fairfield Inn Jackson Yes Yes 12,203 63,814 5,293
117 SBRC Amberwood Mobile Home Park Yes Yes 28,583 20,048 0
118 SBRC Carson Commerce Center Yes Yes 4,664 6,587 0
119 GCFP Nome Plaza Shopping Center Yes Yes 3,434 4,179 0
120 GCFP River Park Shopping Center Yes Yes 853 3,448 192
121 SBRC Fountain Plaza Yes Yes 3,050 3,230 0
122 GCFP Fairfield Inn Hattiesburg Yes Yes 12,203 57,009 5,037
123 GCFP Fairfield Inn Lake Charles-Sulphur Yes Yes 21,802 55,791 4,790
124 SBRC Hampton Inn Blythe Yes Yes 27,070 48,064 4,013
125 SBRC The Grove Shopping Center Yes Yes 11,658 13,990 0
126 GCFP 475-499 Hillside Avenue Yes Yes 19,546 31,341 0
127 SBRC Copeland Shopping Center Yes Yes 5,683 6,820 0
128 GCFP The Fleet Building Yes Yes 5,629 9,589 1,199
129 GCFP Commack Tower Plaza Yes Yes 2,854 3,640 910
130 GCFP Shoppes of Northshore Yes Yes 1,600 3,305 184
131 SBRC Las Posadas Shopping Center Yes Yes 7,708 7,822 0
132 SBRC The Ville Apartments Yes Yes 25,915 27,500 0
133 GCFP Amelia Court Apartments Yes Yes 9,217 25,550 0
134 SBRC Long Street Townhouses Yes Yes 4,545 10,250 0
135 GCFP Silverbrook Apartments Yes Yes 6,329 7,750 0
136 SBRC Garden Apartments Yes Yes 18,890 19,525 0
137 GCFP Westchester and New Haven Apartments Yes Yes 20,729 24,480 1,767
138 SBRC Madison Midtown Shopping Center Yes Yes 251 1,110 0
139 SBRC Cleveland Corners Shopping Center Yes Yes 97 504 0
140 SBRC Park Place Apartments Yes Yes 6,196 12,000 0
141 GCFP Horizons Apartments Yes Yes 11,083 12,750 2,125
142 GCFP Regency Square Apartments Yes Yes 50,135 57,937 33,000
143 SBRC Federal Express Yes No 2,474 7,784 0
144 SBRC Levittown Professional Building Yes Yes 5,500 4,600 0
145 SBRC 3311 Richmond Office Building Yes Yes 10,417 10,657 0
146 SBRC Carmel Towers Yes Yes 8,267 12,750 0
147 GCFP Westwood Apartments Yes Yes 9,304 10,922 1,821
148 SBRC Crestridge Apartments Yes Yes 24,707 25,500 0
149 GCFP Pine Tree Square Yes No 2,051 3,731 0
150 GCFP Thistlewood Apartments Yes Yes 10,417 30,400 0
151 GCFP Lesbo/Bullion Mobile Home Park Yes Yes 2,500 4,200 0
152 SBRC The Town Center Yes Yes 7,141 7,057 0
153 SBRC Bayridge Apartments Yes Yes 22,033 31,250 0
154 SBRC Ramada Inn - Elizabethtown Yes Yes 8,705 42,033 0
155 SBRC Oasis Surgery Center Yes Yes 1,128 2,254 0
156 SBRC 715 South Oxford Court Apartments Yes Yes 3,371 7,250 0
157 SBRC Barefoot Bay Medical Office Center Yes Yes 1,167 1,440 0
158 GCFP 14 Mamaroneck Avenue Yes Yes 2,103 4,207 0
159 SBRC Presidio Plaza Yes Yes 4,036 4,843 0
160 SBRC 904-912 21st Avenue Yes Yes 18,718 20,257 0
161 GCFP Ambassador Apartments Yes Yes 6,917 10,750 50,000
162 SBRC Frisco South Shopping Center Yes Yes 971 2,788 0
163 GCFP Oquendo Office Warehouse Yes Yes 0 2,944 0
164 GCFP Palm Harbor Mobile Home Park Yes Yes 0 5,150 0
165 SBRC Milan Apartments Yes Yes 10,776 10,250 0
166 SBRC Palm Pacific Plaza Shopping Center Yes Yes 1,523 1,687 0
167 SBRC North Dixie Commerce Center Yes Yes 4,252 5,003 0
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM-
MENDED ESCROWED
ESCROWED ANNUAL U/W ANNUAL REPLACEMENT
REPLACEMENT REPLACE- REPLACE- RESERVES
MORTGAGE RESERVES MENT MENT INITIAL
CONTROL LOAN CURRENT RESERVES RESERVES DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME ANNUAL DEPOSIT PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C> <C>
108 GCFP Wolfie's Plaza 12,160 0.35 0.41 0.03
109 GCFP 200-220 West 1st Street 0 0.12 0.16 0.45
110 GCFP The Loring Building 5,076 0.17 0.20 1.61
111 GCFP Park Paloma Apartments 13,372 187 223 37.15
112 GCFP Mitchell Building 3,483 0.03 0.10 0.02
113 GCFP Kennedy I Office Building 9,777 0.16 0.20 0.00
114 SBRC Holiday Inn Express 48,381 224 736 0.00
115 GCFP 16300 Addison Road Office Building 3,564 0.02 0.15 0.01
116 GCFP Fairfield Inn Jackson 5% of revenue 154 808 67.00
117 SBRC Amberwood Mobile Home Park 20,048 255 179 0.00
118 SBRC Carson Commerce Center 0 0.11 0.15 0.00
119 GCFP Nome Plaza Shopping Center 4,179 0.19 0.23 0.00
120 GCFP River Park Shopping Center 2,304 0.04 0.15 0.01
121 SBRC Fountain Plaza 3,230 0.14 0.15 0.00
122 GCFP Fairfield Inn Hattiesburg 5% of revenue 154 722 63.76
123 GCFP Fairfield Inn Lake Charles-Sulphur 5% of revenue 276 706 60.63
124 SBRC Hampton Inn Blythe 48,156 459 815 68.02
125 SBRC The Grove Shopping Center 0 0.24 0.29 0.00
126 GCFP 475-499 Hillside Avenue 22,620 0.09 0.15 0.00
127 SBRC Copeland Shopping Center 0 0.27 0.32 0.00
128 GCFP The Fleet Building 7,192 0.12 0.20 0.03
129 GCFP Commack Tower Plaza 3,640 0.20 0.26 0.06
130 GCFP Shoppes of Northshore 2,208 0.07 0.15 0.01
131 SBRC Las Posadas Shopping Center 0 0.30 0.30 0.00
132 SBRC The Ville Apartments 15,549 236 250 0.00
133 GCFP Amelia Court Apartments 0 97.02 269 0.00
134 SBRC Long Street Townhouses 6,150 111 250 0.00
135 GCFP Silverbrook Apartments 7,504 204 250 0.00
136 SBRC Garden Apartments 17,750 266 275 0.00
137 GCFP Westchester and New Haven Apartments 21,204 259 306 22.09
138 SBRC Madison Midtown Shopping Center 0 0.02 0.10 0.00
139 SBRC Cleveland Corners Shopping Center 0 0.02 0.10 0.00
140 SBRC Park Place Apartments 7,200 129 250 0.00
141 GCFP Horizons Apartments 12,750 217 250 41.67
142 GCFP Regency Square Apartments 0 418 483 275
143 SBRC Federal Express 7,788 0.05 0.15 0.00
144 SBRC Levittown Professional Building 0 0.28 0.23 0.00
145 SBRC 3311 Richmond Office Building 10,668 0.24 0.25 0.00
146 SBRC Carmel Towers 7,650 162 250 0.00
147 GCFP Westwood Apartments 10,928 216 254 42.36
148 SBRC Crestridge Apartments 15,300 242 250 0.00
149 GCFP Pine Tree Square 3,731 0.08 0.15 0.00
150 GCFP Thistlewood Apartments 22,800 91.37 267 0.00
151 GCFP Lesbo/Bullion Mobile Home Park 4,200 29.76 50.00 0.00
152 SBRC The Town Center 0 0.24 0.24 0.00
153 SBRC Bayridge Apartments 0 176 250 0.00
154 SBRC Ramada Inn - Elizabethtown 46,184 128 618 0.00
155 SBRC Oasis Surgery Center 0 0.08 0.15 0.00
156 SBRC 715 South Oxford Court Apartments 0 116 250 0.00
157 SBRC Barefoot Bay Medical Office Center 0 0.08 0.10 0.00
158 GCFP 14 Mamaroneck Avenue 3,270 0.10 0.20 0.00
159 SBRC Presidio Plaza 0 0.32 0.39 0.00
160 SBRC 904-912 21st Avenue 20,257 398 431 0.00
161 GCFP Ambassador Apartments 8,600 161 250 1,163
162 SBRC Frisco South Shopping Center 0 0.05 0.15 0.00
163 GCFP Oquendo Office Warehouse 2,944 0.00 0.15 0.00
164 GCFP Palm Harbor Mobile Home Park 5,148 0.00 58.52 0.00
165 SBRC Milan Apartments 10,250 263 250 0.00
166 SBRC Palm Pacific Plaza Shopping Center 0 0.14 0.15 0.00
167 SBRC North Dixie Commerce Center 0 0.13 0.15 0.00
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
REPLACEMENT ESCROWED
RESERVES ESCROWED TI/LC
CURRENT TI/LC RESERVES
MORTGAGE ANNUAL U/W ANNUAL RESERVES CURRENT
CONTROL LOAN DEPOSIT TI/LC INITIAL ANNUAL
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT RESERVES DEPOSIT DEPOSIT
<S> <C> <C> <C> <C> <C> <C>
108 GCFP Wolfie's Plaza 0.41 31,820 2,652 31,820
109 GCFP 200-220 West 1st Street 0.00 22,351 25,000 0
110 GCFP The Loring Building 0.20 24,157 2,016 24,192
111 GCFP Park Paloma Apartments 223 NAP NAP NAP
112 GCFP Mitchell Building 0.10 31,943 5,800 34,800
113 GCFP Kennedy I Office Building 0.20 36,103 300,000 48,886
114 SBRC Holiday Inn Express 691 NAP NAP NAP
115 GCFP 16300 Addison Road Office Building 0.15 21,432 64,827 21,444
116 GCFP Fairfield Inn Jackson 5% of revenue NAP NAP NAP
117 SBRC Amberwood Mobile Home Park 179 NAP NAP NAP
118 SBRC Carson Commerce Center 0.00 28,628 0 28,632
119 GCFP Nome Plaza Shopping Center 0.23 18,931 0 18,531
120 GCFP River Park Shopping Center 0.10 17,942 50,000 18,192
121 SBRC Fountain Plaza 0.15 16,517 0 16,592
122 GCFP Fairfield Inn Hattiesburg 5% of revenue NAP NAP NAP
123 GCFP Fairfield Inn Lake Charles-Sulphur 5% of revenue NAP NAP NAP
124 SBRC Hampton Inn Blythe 816 NAP NAP NAP
125 SBRC The Grove Shopping Center 0.00 49,036 0 48,950
126 GCFP 475-499 Hillside Avenue 0.11 46,651 0 18,000
127 SBRC Copeland Shopping Center 0.00 20,828 0 20,999
128 GCFP The Fleet Building 0.15 47,947 7,991 47,947
129 GCFP Commack Tower Plaza 0.26 19,039 20,000 18,087
130 GCFP Shoppes of Northshore 0.10 13,702 927 11,124
131 SBRC Las Posadas Shopping Center 0.00 20,868 0 0
132 SBRC The Ville Apartments 141 NAP NAP NAP
133 GCFP Amelia Court Apartments 0.00 NAP NAP NAP
134 SBRC Long Street Townhouses 150 NAP NAP NAP
135 GCFP Silverbrook Apartments 242 NAP NAP NAP
136 SBRC Garden Apartments 250 NAP NAP NAP
137 GCFP Westchester and New Haven Apartments 265 NAP NAP NAP
138 SBRC Madison Midtown Shopping Center 0.00 11,067 0 0
139 SBRC Cleveland Corners Shopping Center 0.00 5,290 0 0
140 SBRC Park Place Apartments 150 NAP NAP NAP
141 GCFP Horizons Apartments 250 NAP NAP NAP
142 GCFP Regency Square Apartments 0.00 NAP NAP NAP
143 SBRC Federal Express 0.15 15,701 0 11,412
144 SBRC Levittown Professional Building 0.00 23,800 0 23,800
145 SBRC 3311 Richmond Office Building 0.25 47,375 0 47,376
146 SBRC Carmel Towers 150 NAP NAP NAP
147 GCFP Westwood Apartments 254 NAP NAP NAP
148 SBRC Crestridge Apartments 150 NAP NAP NAP
149 GCFP Pine Tree Square 0.15 12,085 0 11,891
150 GCFP Thistlewood Apartments 200 NAP NAP NAP
151 GCFP Lesbo/Bullion Mobile Home Park 50.00 NAP NAP NAP
152 SBRC The Town Center 0.00 23,507 0 12,000
153 SBRC Bayridge Apartments 0.00 NAP NAP NAP
154 SBRC Ramada Inn - Elizabethtown 679 NAP NAP NAP
155 SBRC Oasis Surgery Center 0.00 38,014 53,613 38,000
156 SBRC 715 South Oxford Court Apartments 0.00 NAP NAP NAP
157 SBRC Barefoot Bay Medical Office Center 0.00 14,400 0 14,400
158 GCFP 14 Mamaroneck Avenue 0.16 27,040 150,000 LOC 27,040
159 SBRC Presidio Plaza 0.00 12,630 0 6,246
160 SBRC 904-912 21st Avenue 431 NAP NAP NAP
161 GCFP Ambassador Apartments 200 NAP NAP NAP
162 SBRC Frisco South Shopping Center 0.00 26,354 0 18,585
163 GCFP Oquendo Office Warehouse 0.15 5,361 0 5,360
164 GCFP Palm Harbor Mobile Home Park 58.50 NAP NAP NAP
165 SBRC Milan Apartments 250 NAP NAP NAP
166 SBRC Palm Pacific Plaza Shopping Center 0.00 11,142 0 11,245
167 SBRC North Dixie Commerce Center 0.00 14,586 150,000 0
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
ESCROWED TI/LC
TI/LC RESERVES
U/W ANNUAL RESERVES CURRENT
MORTGAGE TI/LC INITIAL ANNUAL
CONTROL LOAN RESERVES DEPOSIT DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C>
108 GCFP Wolfie's Plaza 1.06 0.09 1.06
109 GCFP 200-220 West 1st Street 1.01 1.12 0.00
110 GCFP The Loring Building 0.97 0.08 0.97
111 GCFP Park Paloma Apartments NAP NAP NAP
112 GCFP Mitchell Building 0.92 0.17 1.00
113 GCFP Kennedy I Office Building 0.74 6.14 1.00
114 SBRC Holiday Inn Express NAP NAP NAP
115 GCFP 16300 Addison Road Office Building 0.90 2.74 0.90
116 GCFP Fairfield Inn Jackson NAP NAP NAP
117 SBRC Amberwood Mobile Home Park NAP NAP NAP
118 SBRC Carson Commerce Center 0.65 0.00 0.65
119 GCFP Nome Plaza Shopping Center 1.04 0.00 1.02
120 GCFP River Park Shopping Center 0.78 2.18 0.79
121 SBRC Fountain Plaza 0.77 0.00 0.77
122 GCFP Fairfield Inn Hattiesburg NAP NAP NAP
123 GCFP Fairfield Inn Lake Charles-Sulphur NAP NAP NAP
124 SBRC Hampton Inn Blythe NAP NAP NAP
125 SBRC The Grove Shopping Center 1.00 0.00 1.00
126 GCFP 475-499 Hillside Avenue 0.22 0.00 0.09
127 SBRC Copeland Shopping Center 0.99 0.00 1.00
128 GCFP The Fleet Building 1.00 0.17 1.00
129 GCFP Commack Tower Plaza 1.34 1.41 1.27
130 GCFP Shoppes of Northshore 0.62 0.04 0.50
131 SBRC Las Posadas Shopping Center 0.80 0.00 0.00
132 SBRC The Ville Apartments NAP NAP NAP
133 GCFP Amelia Court Apartments NAP NAP NAP
134 SBRC Long Street Townhouses NAP NAP NAP
135 GCFP Silverbrook Apartments NAP NAP NAP
136 SBRC Garden Apartments NAP NAP NAP
137 GCFP Westchester and New Haven Apartments NAP NAP NAP
138 SBRC Madison Midtown Shopping Center 1.00 0.00 0.00
139 SBRC Cleveland Corners Shopping Center 1.05 0.00 0.00
140 SBRC Park Place Apartments NAP NAP NAP
141 GCFP Horizons Apartments NAP NAP NAP
142 GCFP Regency Square Apartments NAP NAP NAP
143 SBRC Federal Express 0.30 0.00 0.22
144 SBRC Levittown Professional Building 1.19 0.00 1.19
145 SBRC 3311 Richmond Office Building 1.11 0.00 1.11
146 SBRC Carmel Towers NAP NAP NAP
147 GCFP Westwood Apartments NAP NAP NAP
148 SBRC Crestridge Apartments NAP NAP NAP
149 GCFP Pine Tree Square 0.49 0.00 0.48
150 GCFP Thistlewood Apartments NAP NAP NAP
151 GCFP Lesbo/Bullion Mobile Home Park NAP NAP NAP
152 SBRC The Town Center 0.80 0.00 0.41
153 SBRC Bayridge Apartments NAP NAP NAP
154 SBRC Ramada Inn - Elizabethtown NAP NAP NAP
155 SBRC Oasis Surgery Center 2.53 3.57 2.53
156 SBRC 715 South Oxford Court Apartments NAP NAP NAP
157 SBRC Barefoot Bay Medical Office Center 1.00 0.00 1.00
158 GCFP 14 Mamaroneck Avenue 1.29 7.13 LOC 1.29
159 SBRC Presidio Plaza 1.01 0.00 0.50
160 SBRC 904-912 21st Avenue NAP NAP NAP
161 GCFP Ambassador Apartments NAP NAP NAP
162 SBRC Frisco South Shopping Center 1.42 0.00 1.00
163 GCFP Oquendo Office Warehouse 0.27 0.00 0.27
164 GCFP Palm Harbor Mobile Home Park NAP NAP NAP
165 SBRC Milan Apartments NAP NAP NAP
166 SBRC Palm Pacific Plaza Shopping Center 0.99 0.00 1.00
167 SBRC North Dixie Commerce Center 0.44 4.50 0.00
</TABLE>
<PAGE> 177
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM- ESCROWED
MENDED REPLACE-
ANNUAL U/W ANNUAL MENT
MORTGAGE TAXES INSURANCE REPLACE- REPLACE- RESERVES
CONTROL LOAN CURRENTLY CURRENTLY MENT MENT INITIAL
NUMBER SELLER LOAN / PROPERTY NAME ESCROWED ESCROWED RESERVES RESERVES DEPOSIT
<S> <C> <C> <C> <C> <C> <C> <C>
168 SBRC Meadowlark Apartments Yes Yes 16,360 16,348 0
169 SBRC Old Judge Building Yes Yes 2,052 8,229 0
170 SBRC Sherman/Lennox Portfolio 2,817 3,678 0
170A SBRC 6839-6841 Lennox Avenue Yes Yes 1,825 2,342
170B SBRC 17732 Sherman Way Yes Yes 992 1,336
171 SBRC Pacific Winds Apartments Yes Yes 11,180 11,750 0
172 SBRC Isle of Capri Apartments Yes Yes 10,096 12,000 10,000
173 SBRC Datura Station Yes Yes 1,917 2,253 0
174 SBRC Park View Cooperative Yes Yes 5,070 21,250 0
175 SBRC H & Z Office Building Yes Yes 3,985 4,294 0
176 SBRC Nassau Bay Villas Apartments Yes Yes 10,378 16,750 0
177 SBRC 2180 West First Street Yes Yes 6,042 6,583 0
178 GCFP 8020 Northwest 60th Street Yes Yes 342 7,039 0
179 SBRC Irving Place Apartments Yes Yes 13,706 18,000 0
180 GCFP Regency Palms Apartments Yes Yes 22,877 25,632 19,694
181 GCFP Four Flags Motors, Inc. Yes Yes 0 3,627 0
182 GCFP Alexandria Gardens Apartments Yes Yes 7,402 8,700 0
183 GCFP 47-49 Main Street Yes Yes 918 1,174 0
184 SBRC Madrid Apartments Yes Yes 18,368 18,240 35,000
185 SBRC Comfort Inn - Milledgeville Yes Yes 15,992 26,864 0
186 SBRC Wal-Mart Shopping Center Yes Yes 1,102 1,414 0
187 SBRC Stratford Apartments Yes Yes 12,758 15,174 0
188 SBRC Willow Glen Plaza Yes Yes 531 1,715 0
189 SBRC Edgewater Bay Apartments Yes Yes 7,974 8,000 0
190 SBRC 420 Group Yes Yes 10,596 11,250 0
191 GCFP 7-Eleven Yes Yes 516 449 5,000
192 SBRC Lake Forest North Apartments Yes Yes 8,171 11,500 0
193 SBRC CompuChem Industrial Yes Yes 8,021 7,974 0
194 GCFP Palazzolo Plaza Yes Yes 0 1,800 0
195 SBRC A. E. Larson Building Yes Yes 18,828 22,283 0
196 GCFP Lanewood Apartments Yes Yes 8,000 9,000 0
197 GCFP Chris-Town Mobile Home Park Yes Yes 0 3,100 0
198 SBRC Corbus-Peppertree Lane Apartments Yes Yes UAV 16,500 0
199 SBRC Missouri Meadows Apartments Yes Yes 12,942 15,500 5,000
200 SBRC Highlander Square Apartments Yes Yes 33,746 23,375 0
201 SBRC Hillcrest Crossing Yes Yes 1,897 985 0
202 SBRC Virginia Plaza Yes Yes 2,177 2,575 0
203 SBRC Pedersen Building Yes Yes UAV 1,456 0
204 GCFP Spring Oaks Mobile Home & Recreational Vehicle Yes Yes 683 6,100 0
Park
205 SBRC Shadowood Apartments Yes Yes 12,767 15,000 0
206 SBRC Arroyo Shopping Center Yes Yes 2,775 2,745 0
207 GCFP The Nog Retail Center Yes Yes 2,935 4,073 0
208 GCFP London Square Apartments Yes Yes 8,723 18,100 0
209 SBRC Petite Chateau Villa Mobile Home Park No No UAV 6,900 0
210 GCFP Walnut Hills Apartments Yes Yes 10,733 26,250 0
211 SBRC Palmer Highway Shopping Center Yes Yes 2,897 2,913 0
212 SBRC Somerset Apartments Yes Yes 12,092 14,000 0
213 SBRC Shady Acres/Pine Shadows Portfolio UAV 10,000 0
213A SBRC Shady Acres Duplexes No No UAV 7,000
213B SBRC Pine Shadows Estates No No UAV 3,000
214 SBRC Vanowen Street Retail Center Yes Yes 1,038 1,410 0
215 GCFP Rena's Village Plaza Yes Yes 0 3,846 0
216 SBRC Stanford Place Apartments Yes Yes 9,238 11,400 0
217 SBRC Panola-Redan Crossing Yes Yes 283 1,709 0
218 SBRC Garnet Avenue Shopping Center Yes Yes 1,646 1,975 0
219 SBRC The Chalet Apartments Yes Yes 8,289 10,000 0
220 SBRC Galt Ocean Plaza Yes Yes 6,567 3,814 0
221 SBRC Zion Street Apartments Yes Yes 143,065 13,000 0
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM-
MENDED ESCROWED
ESCROWED ANNUAL U/W ANNUAL REPLACEMENT
REPLACEMENT REPLACE- REPLACE- RESERVES
MORTGAGE RESERVES MENT MENT INITIAL
CONTROL LOAN CURRENT RESERVES RESERVES DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME ANNUAL DEPOSIT PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C> <C>
168 SBRC Meadowlark Apartments 11,200 268 268 0.00
169 SBRC Old Judge Building 8,229 0.05 0.20 0.00
170 SBRC Sherman/Lennox Portfolio 0 0.11 0.15 0.00
170A SBRC 6839-6841 Lennox Avenue 0.12 0.15
170B SBRC 17732 Sherman Way 0.11 0.15
171 SBRC Pacific Winds Apartments 7,050 238 250 0.00
172 SBRC Isle of Capri Apartments 12,000 210 250 208
173 SBRC Datura Station 0 0.16 0.19 0.00
174 SBRC Park View Cooperative 12,750 59.65 250 0.00
175 SBRC H & Z Office Building 0 0.24 0.26 0.00
176 SBRC Nassau Bay Villas Apartments 10,044 155 250 0.00
177 SBRC 2180 West First Street 4,323 0.21 0.23 0.00
178 GCFP 8020 Northwest 60th Street 0 0.01 0.20 0.00
179 SBRC Irving Place Apartments 10,800 190 250 0.00
180 GCFP Regency Palms Apartments 25,632 257 288 221
181 GCFP Four Flags Motors, Inc. 0 0.00 0.15 0.00
182 GCFP Alexandria Gardens Apartments 8,700 247 290 0.00
183 GCFP 47-49 Main Street 1,174 0.26 0.33 0.00
184 SBRC Madrid Apartments 15,105 322 320 614
185 SBRC Comfort Inn - Milledgeville 26,868 348 584 0.00
186 SBRC Wal-Mart Shopping Center 0 0.08 0.10 0.00
187 SBRC Stratford Apartments 9,216 236 281 0.00
188 SBRC Willow Glen Plaza 0 0.05 0.15 0.00
189 SBRC Edgewater Bay Apartments 5,248 249 250 0.00
190 SBRC 420 Group 7,240 235 250 0.00
191 GCFP 7-Eleven 5,387 0.17 0.15 1.67
192 SBRC Lake Forest North Apartments 11,500 178 250 0.00
193 SBRC CompuChem Industrial 0 0.26 0.26 0.00
194 GCFP Palazzolo Plaza 1,800 0.00 0.15 0.00
195 SBRC A. E. Larson Building 0 0.37 0.43 0.00
196 GCFP Lanewood Apartments 9,000 222 250 0.00
197 GCFP Chris-Town Mobile Home Park 0 0.00 53.45 0.00
198 SBRC Corbus-Peppertree Lane Apartments 16,500 UAV 275 0.00
199 SBRC Missouri Meadows Apartments 15,000 209 250 80.65
200 SBRC Highlander Square Apartments 12,954 397 275 0.00
201 SBRC Hillcrest Crossing 0 0.19 0.10 0.00
202 SBRC Virginia Plaza 0 0.20 0.24 0.00
203 SBRC Pedersen Building 0 UAV 0.20 0.00
204 GCFP Spring Oaks Mobile Home & Recreational Vehicle 6,100 5.60 50.00 0.00
Park
205 SBRC Shadowood Apartments 9,000 213 250 0.00
206 SBRC Arroyo Shopping Center 0 0.24 0.24 0.00
207 GCFP The Nog Retail Center 4,080 0.11 0.15 0.00
208 GCFP London Square Apartments 14,000 126 262 0.00
209 SBRC Petite Chateau Villa Mobile Home Park 0 UAV 100 0.00
210 GCFP Walnut Hills Apartments 0 111 271 0.00
211 SBRC Palmer Highway Shopping Center 0 0.22 0.22 0.00
212 SBRC Somerset Apartments 8,244 302 350 0.00
213 SBRC Shady Acres/Pine Shadows Portfolio 0 UAV 250 0.00
213A SBRC Shady Acres Duplexes UAV 250
213B SBRC Pine Shadows Estates UAV 250
214 SBRC Vanowen Street Retail Center 0 0.11 0.15 0.00
215 GCFP Rena's Village Plaza 2,885 0.00 0.20 0.00
216 SBRC Stanford Place Apartments 10,656 243 300 0.00
217 SBRC Panola-Redan Crossing 0 0.02 0.15 0.00
218 SBRC Garnet Avenue Shopping Center 0 0.25 0.30 0.00
219 SBRC The Chalet Apartments 6,000 207 250 0.00
220 SBRC Galt Ocean Plaza 0 0.26 0.15 0.00
221 SBRC Zion Street Apartments 7,800 2,751 250 0.00
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
REPLACEMENT ESCROWED
RESERVES ESCROWED TI/LC
CURRENT TI/LC RESERVES
MORTGAGE ANNUAL U/W ANNUAL RESERVES CURRENT
CONTROL LOAN DEPOSIT TI/LC INITIAL ANNUAL
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT RESERVES DEPOSIT DEPOSIT
<S> <C> <C> <C> <C> <C> <C>
168 SBRC Meadowlark Apartments 184 NAP NAP NAP
169 SBRC Old Judge Building 0.20 30,858 0 14,473
170 SBRC Sherman/Lennox Portfolio 0.00 24,330 0 24,400
170A SBRC 6839-6841 Lennox Avenue 15,489
170B SBRC 17732 Sherman Way 8,841
171 SBRC Pacific Winds Apartments 150 NAP NAP NAP
172 SBRC Isle of Capri Apartments 250 NAP NAP NAP
173 SBRC Datura Station 0.00 10,667 0 0
174 SBRC Park View Cooperative 150 NAP NAP NAP
175 SBRC H & Z Office Building 0.00 27,130 0 23,124
176 SBRC Nassau Bay Villas Apartments 150 NAP NAP NAP
177 SBRC 2180 West First Street 0.15 21,898 21,841 11,717
178 GCFP 8020 Northwest 60th Street 0.00 5,157 0 0
179 SBRC Irving Place Apartments 150 NAP NAP NAP
180 GCFP Regency Palms Apartments 288 NAP NAP NAP
181 GCFP Four Flags Motors, Inc. 0.00 16,674 0 0
182 GCFP Alexandria Gardens Apartments 290 NAP NAP NAP
183 GCFP 47-49 Main Street 0.33 5,338 0 7,427
184 SBRC Madrid Apartments 265 NAP NAP NAP
185 SBRC Comfort Inn - Milledgeville 584 NAP NAP NAP
186 SBRC Wal-Mart Shopping Center 0.00 14,022 0 0
187 SBRC Stratford Apartments 171 NAP NAP NAP
188 SBRC Willow Glen Plaza 0.00 7,456 11,740 0
189 SBRC Edgewater Bay Apartments 164 NAP NAP NAP
190 SBRC 420 Group 161 NAP NAP NAP
191 GCFP 7-Eleven 1.80 0 0 0
192 SBRC Lake Forest North Apartments 250 NAP NAP NAP
193 SBRC CompuChem Industrial 0.00 0 0 0
194 GCFP Palazzolo Plaza 0.15 11,882 0 11,882
195 SBRC A. E. Larson Building 0.00 38,485 0 0
196 GCFP Lanewood Apartments 250 NAP NAP NAP
197 GCFP Chris-Town Mobile Home Park 0.00 NAP NAP NAP
198 SBRC Corbus-Peppertree Lane Apartments 275 NAP NAP NAP
199 SBRC Missouri Meadows Apartments 242 NAP NAP NAP
200 SBRC Highlander Square Apartments 152 NAP NAP NAP
201 SBRC Hillcrest Crossing 0.00 9,836 0 9,850
202 SBRC Virginia Plaza 0.00 7,998 0 8,048
203 SBRC Pedersen Building 0.00 8,783 0 0
204 GCFP Spring Oaks Mobile Home & Recreational Vehicle 50.00 NAP NAP NAP
Park
205 SBRC Shadowood Apartments 150 NAP NAP NAP
206 SBRC Arroyo Shopping Center 0.00 11,462 0 0
207 GCFP The Nog Retail Center 0.15 9,488 50,000 4,300
208 GCFP London Square Apartments 203 NAP NAP NAP
209 SBRC Petite Chateau Villa Mobile Home Park 0.00 NAP NAP NAP
210 GCFP Walnut Hills Apartments 0.00 NAP NAP NAP
211 SBRC Palmer Highway Shopping Center 0.00 6,620 0 0
212 SBRC Somerset Apartments 206 NAP NAP NAP
213 SBRC Shady Acres/Pine Shadows Portfolio 0.00 NAP NAP NAP
213A SBRC Shady Acres Duplexes
213B SBRC Pine Shadows Estates
214 SBRC Vanowen Street Retail Center 0.00 9,404 0 9,404
215 GCFP Rena's Village Plaza 0.15 21,233 0 12,236
216 SBRC Stanford Place Apartments 280 NAP NAP NAP
217 SBRC Panola-Redan Crossing 0.00 9,344 0 0
218 SBRC Garnet Avenue Shopping Center 0.00 6,617 0 6,600
219 SBRC The Chalet Apartments 150 NAP NAP NAP
220 SBRC Galt Ocean Plaza 0.00 20,869 0 20,904
221 SBRC Zion Street Apartments 150 NAP NAP NAP
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
ESCROWED TI/LC
TI/LC RESERVES
U/W ANNUAL RESERVES CURRENT
MORTGAGE TI/LC INITIAL ANNUAL
CONTROL LOAN RESERVES DEPOSIT DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C>
168 SBRC Meadowlark Apartments NAP NAP NAP
169 SBRC Old Judge Building 0.75 0.00 0.35
170 SBRC Sherman/Lennox Portfolio 0.99 0.00 1.00
170A SBRC 6839-6841 Lennox Avenue 0.99
170B SBRC 17732 Sherman Way 0.99
171 SBRC Pacific Winds Apartments NAP NAP NAP
172 SBRC Isle of Capri Apartments NAP NAP NAP
173 SBRC Datura Station 0.90 0.00 0.00
174 SBRC Park View Cooperative NAP NAP NAP
175 SBRC H & Z Office Building 1.64 0.00 1.40
176 SBRC Nassau Bay Villas Apartments NAP NAP NAP
177 SBRC 2180 West First Street 0.76 0.76 0.41
178 GCFP 8020 Northwest 60th Street 0.15 0.00 0.00
179 SBRC Irving Place Apartments NAP NAP NAP
180 GCFP Regency Palms Apartments NAP NAP NAP
181 GCFP Four Flags Motors, Inc. 0.69 0.00 0.00
182 GCFP Alexandria Gardens Apartments NAP NAP NAP
183 GCFP 47-49 Main Street 1.49 0.00 2.07
184 SBRC Madrid Apartments NAP NAP NAP
185 SBRC Comfort Inn - Milledgeville NAP NAP NAP
186 SBRC Wal-Mart Shopping Center 0.99 0.00 0.00
187 SBRC Stratford Apartments NAP NAP NAP
188 SBRC Willow Glen Plaza 0.65 1.03 0.00
189 SBRC Edgewater Bay Apartments NAP NAP NAP
190 SBRC 420 Group NAP NAP NAP
191 GCFP 7-Eleven 0.00 0.00 0.00
192 SBRC Lake Forest North Apartments NAP NAP NAP
193 SBRC CompuChem Industrial 0.00 0.00 0.00
194 GCFP Palazzolo Plaza 0.99 0.00 0.99
195 SBRC A. E. Larson Building 0.75 0.00 0.00
196 GCFP Lanewood Apartments NAP NAP NAP
197 GCFP Chris-Town Mobile Home Park NAP NAP NAP
198 SBRC Corbus-Peppertree Lane Apartments NAP NAP NAP
199 SBRC Missouri Meadows Apartments NAP NAP NAP
200 SBRC Highlander Square Apartments NAP NAP NAP
201 SBRC Hillcrest Crossing 1.00 0.00 1.00
202 SBRC Virginia Plaza 0.75 0.00 0.75
203 SBRC Pedersen Building 1.21 0.00 0.00
204 GCFP Spring Oaks Mobile Home & Recreational Vehicle NAP NAP NAP
Park
205 SBRC Shadowood Apartments NAP NAP NAP
206 SBRC Arroyo Shopping Center 1.00 0.00 0.00
207 GCFP The Nog Retail Center 0.35 1.84 0.16
208 GCFP London Square Apartments NAP NAP NAP
209 SBRC Petite Chateau Villa Mobile Home Park NAP NAP NAP
210 GCFP Walnut Hills Apartments NAP NAP NAP
211 SBRC Palmer Highway Shopping Center 0.50 0.00 0.00
212 SBRC Somerset Apartments NAP NAP NAP
213 SBRC Shady Acres/Pine Shadows Portfolio NAP NAP NAP
213A SBRC Shady Acres Duplexes
213B SBRC Pine Shadows Estates
214 SBRC Vanowen Street Retail Center 1.00 0.00 1.00
215 GCFP Rena's Village Plaza 1.10 0.00 0.64
216 SBRC Stanford Place Apartments NAP NAP NAP
217 SBRC Panola-Redan Crossing 0.82 0.00 0.00
218 SBRC Garnet Avenue Shopping Center 1.02 0.00 1.02
219 SBRC The Chalet Apartments NAP NAP NAP
220 SBRC Galt Ocean Plaza 0.82 0.00 0.82
221 SBRC Zion Street Apartments NAP NAP NAP
</TABLE>
<PAGE> 178
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM- ESCROWED
MENDED REPLACE-
ANNUAL U/W ANNUAL MENT
MORTGAGE TAXES INSURANCE REPLACE- REPLACE- RESERVES
CONTROL LOAN CURRENTLY CURRENTLY MENT MENT INITIAL
NUMBER SELLER LOAN / PROPERTY NAME ESCROWED ESCROWED RESERVES RESERVES DEPOSIT
<S> <C> <C> <C> <C> <C> <C> <C>
222 GCFP Country Square Mobile Home Park Yes Yes 0 5,950 0
223 GCFP 1513-1517 Taylor Avenue Yes Yes 5,450 15,000 0
224 GCFP Westside Warehouse Yes Yes 0 7,112 0
225 SBRC Heritage House Apartments Yes Yes 6,605 7,196 0
226 SBRC Troy Building Yes Yes 7,287 8,746 0
227 SBRC Arlington Manor Mobile Home Park Yes Yes 11,005 4,950 0
228 GCFP Capitol View Apartments, Charles Apartments & Yes Yes 333 9,000 0
Randolph Apartments
229 SBRC Beresford Retail No No UAV 1,200 0
230 SBRC 120 Standard Street No No UAV 2,400 0
231 GCFP 2077-2089 New York Avenue Yes Yes 0 1,491 0
232 SBRC Blair Place Duplexes No No UAV 7,000 0
233 SBRC 18714 Parthenia Street No No UAV 3,326 0
234 GCFP Thornapple Apartments Yes Yes 10,017 25,500 0
235 GCFP 2800 Oakmont Drive Yes Yes 0 2,010 0
236 SBRC Fox Tile Yes Yes 12,047 12,047 0
237 SBRC 471 Prospect Street Yes Yes 7,147 7,150 0
238 GCFP Barclay Arms Apartments Yes Yes 0 7,000 0
239 SBRC Wishney No No UAV 3,243 0
240 GCFP Elmgrove Apartments Yes Yes 7,063 13,050 0
241 SBRC Centennial Apartments Yes Yes 3,770 4,800 0
242 SBRC Vanguard Industrial Building No No UAV 2,106 0
243 GCFP 135-145 Orange Street Apartments Yes Yes 0 8,250 0
244 SBRC Brentwood Village Apartments No No UAV 7,650 0
245 GCFP Seoul Plaza Yes Yes 0 1,522 0
246 SBRC Glendale Apartments Yes Yes 7,119 8,400 0
247 GCFP Riverview Apartments Yes Yes 1,000 5,000 0
248 GCFP 820 Linden Boulevard Yes Yes 0 4,750 0
249 GCFP Vail Valley Auto Yes Yes 0 579 0
250 GCFP Hawthorne Apartments II Yes Yes 5,513 12,450 0
251 GCFP 2096 Saint Georges Avenue Yes Yes 0 550 0
252 SBRC Notre Dame Apartments Yes No UAV 4,500 0
253 GCFP Nash Multi-family Apartments Yes Yes 0 1,750 0
254 SBRC Somers Apartments Yes Yes 1,350 2,500 0
255 GCFP Foxglove Apartments, Phase I Yes Yes 4,946 9,550 0
256 SBRC Muse Apartments Yes Yes UAV 5,250 0
257 GCFP Chalmer Place Yes Yes 0 3,750 0
258 GCFP Ivy Court Apartments Yes Yes 6,413 15,100 0
259 GCFP Royce Apartments Yes Yes 1,202 2,250 0
260 SBRC C. Martin Company Yes Yes 3,099 3,690 0
261 GCFP Aster Court Apartments Yes Yes 5,121 8,600 0
262 GCFP Zora Lee Apartments Yes Yes 0 2,000 0
263 GCFP Foxglove II Apartments Yes Yes 3,217 5,950 0
264 GCFP Indiana Street Apartments Yes Yes 0 3,000 0
265 GCFP "A" Street Apartments Yes Yes 0 3,250 0
266 GCFP The Colonial Apartments Yes Yes 0 3,500 0
267 GCFP Taylene Court Apartments Yes Yes 200 2,750 0
268 GCFP Myrtle Street Apartments Yes Yes 0 5,500 0
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
RECOM-
MENDED ESCROWED
ESCROWED ANNUAL U/W ANNUAL REPLACEMENT
REPLACEMENT REPLACE- REPLACE- RESERVES
MORTGAGE RESERVES MENT MENT INITIAL
CONTROL LOAN CURRENT RESERVES RESERVES DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME ANNUAL DEPOSIT PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C> <C>
222 GCFP Country Square Mobile Home Park 0 0.00 50.00 0.00
223 GCFP 1513-1517 Taylor Avenue 0 90.83 250 0.00
224 GCFP Westside Warehouse 7,112 0.00 0.15 0.00
225 SBRC Heritage House Apartments 4,320 236 257 0.00
226 SBRC Troy Building 0 0.12 0.15 0.00
227 SBRC Arlington Manor Mobile Home Park 4,950 111 50.00 0.00
228 GCFP Capitol View Apartments, Charles Apartments & 0 9.26 250 0.00
Randolph Apartments
229 SBRC Beresford Retail 0 UAV 0.15 0.00
230 SBRC 120 Standard Street 0 UAV 0.20 0.00
231 GCFP 2077-2089 New York Avenue 1,491 0.00 0.15 0.00
232 SBRC Blair Place Duplexes 0 UAV 350 0.00
233 SBRC 18714 Parthenia Street 0 UAV 0.20 0.00
234 GCFP Thornapple Apartments 0 104 266 0.00
235 GCFP 2800 Oakmont Drive 0 0.00 0.15 0.00
236 SBRC Fox Tile 0 0.40 0.40 0.00
237 SBRC 471 Prospect Street 4,908 325 325 0.00
238 GCFP Barclay Arms Apartments 0 0.00 250 0.00
239 SBRC Wishney 0 UAV 0.15 0.00
240 GCFP Elmgrove Apartments 9,400 150 278 0.00
241 SBRC Centennial Apartments 2,400 236 300 0.00
242 SBRC Vanguard Industrial Building 0 UAV 0.15 0.00
243 GCFP 135-145 Orange Street Apartments 8,250 0.00 250 0.00
244 SBRC Brentwood Village Apartments 0 UAV 225 0.00
245 GCFP Seoul Plaza 0 0.00 0.15 0.00
246 SBRC Glendale Apartments 5,141 254 300 0.00
247 GCFP Riverview Apartments 0 50.00 250 0.00
248 GCFP 820 Linden Boulevard 0 0.00 250 0.00
249 GCFP Vail Valley Auto 0 0.00 0.15 0.00
250 GCFP Hawthorne Apartments II 0 117 265 0.00
251 GCFP 2096 Saint Georges Avenue 0 0.00 0.15 0.00
252 SBRC Notre Dame Apartments 2,700 UAV 300 0.00
253 GCFP Nash Multi-family Apartments 0 0.00 250 0.00
254 SBRC Somers Apartments 1,500 135 250 0.00
255 GCFP Foxglove Apartments, Phase I 0 137 265 0.00
256 SBRC Muse Apartments 3,150 UAV 250 0.00
257 GCFP Chalmer Place 0 0.00 250 0.00
258 GCFP Ivy Court Apartments 0 115 270 0.00
259 GCFP Royce Apartments 0 134 250 0.00
260 SBRC C. Martin Company 0 0.25 0.30 0.00
261 GCFP Aster Court Apartments 6,600 160 269 0.00
262 GCFP Zora Lee Apartments 2,000 0.00 250 0.00
263 GCFP Foxglove II Apartments 4,600 140 259 0.00
264 GCFP Indiana Street Apartments 3,000 0.00 250 0.00
265 GCFP "A" Street Apartments 0 0.00 232 0.00
266 GCFP The Colonial Apartments 0 0.00 250 0.00
267 GCFP Taylene Court Apartments 0 18.18 250 0.00
268 GCFP Myrtle Street Apartments 5,500 0.00 250 0.00
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
REPLACEMENT ESCROWED
RESERVES ESCROWED TI/LC
CURRENT TI/LC RESERVES
MORTGAGE ANNUAL U/W ANNUAL RESERVES CURRENT
CONTROL LOAN DEPOSIT TI/LC INITIAL ANNUAL
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT RESERVES DEPOSIT DEPOSIT
<S> <C> <C> <C> <C> <C> <C>
222 GCFP Country Square Mobile Home Park 0.00 NAP NAP NAP
223 GCFP 1513-1517 Taylor Avenue 0.00 NAP NAP NAP
224 GCFP Westside Warehouse 0.15 13,936 10,000 12,766
225 SBRC Heritage House Apartments 154 NAP NAP NAP
226 SBRC Troy Building 0.00 28,519 0 0
227 SBRC Arlington Manor Mobile Home Park 50.00 NAP NAP NAP
228 GCFP Capitol View Apartments, Charles Apartments & 0.00 NAP NAP NAP
Randolph Apartments
229 SBRC Beresford Retail 0.00 6,332 0 0
230 SBRC 120 Standard Street 0.00 6,090 0 0
231 GCFP 2077-2089 New York Avenue 0.15 5,365 9,078 5,365
232 SBRC Blair Place Duplexes 0.00 NAP NAP NAP
233 SBRC 18714 Parthenia Street 0.00 13,898 0 0
234 GCFP Thornapple Apartments 0.00 NAP NAP NAP
235 GCFP 2800 Oakmont Drive 0.00 13,745 0 13,740
236 SBRC Fox Tile 0.00 8,930 0 0
237 SBRC 471 Prospect Street 223 NAP NAP NAP
238 GCFP Barclay Arms Apartments 0.00 NAP NAP NAP
239 SBRC Wishney 0.00 17,852 0 0
240 GCFP Elmgrove Apartments 200 NAP NAP NAP
241 SBRC Centennial Apartments 150 NAP NAP NAP
242 SBRC Vanguard Industrial Building 0.00 6,856 0 0
243 GCFP 135-145 Orange Street Apartments 250 NAP NAP NAP
244 SBRC Brentwood Village Apartments 0.00 NAP NAP NAP
245 GCFP Seoul Plaza 0.00 10,545 0 6,556
246 SBRC Glendale Apartments 184 NAP NAP NAP
247 GCFP Riverview Apartments 0.00 NAP NAP NAP
248 GCFP 820 Linden Boulevard 0.00 NAP NAP NAP
249 GCFP Vail Valley Auto 0.00 2,886 0 0
250 GCFP Hawthorne Apartments II 0.00 NAP NAP NAP
251 GCFP 2096 Saint Georges Avenue 0.00 2,678 0 0
252 SBRC Notre Dame Apartments 180 NAP NAP NAP
253 GCFP Nash Multi-family Apartments 0.00 NAP NAP NAP
254 SBRC Somers Apartments 150 NAP NAP NAP
255 GCFP Foxglove Apartments, Phase I 0.00 NAP NAP NAP
256 SBRC Muse Apartments 150 NAP NAP NAP
257 GCFP Chalmer Place 0.00 NAP NAP NAP
258 GCFP Ivy Court Apartments 0.00 NAP NAP NAP
259 GCFP Royce Apartments 0.00 NAP NAP NAP
260 SBRC C. Martin Company 0.00 0 0 0
261 GCFP Aster Court Apartments 206 NAP NAP NAP
262 GCFP Zora Lee Apartments 250 NAP NAP NAP
263 GCFP Foxglove II Apartments 200 NAP NAP NAP
264 GCFP Indiana Street Apartments 250 NAP NAP NAP
265 GCFP "A" Street Apartments 0.00 NAP NAP NAP
266 GCFP The Colonial Apartments 0.00 NAP NAP NAP
267 GCFP Taylene Court Apartments 0.00 NAP NAP NAP
268 GCFP Myrtle Street Apartments 250 NAP NAP NAP
</TABLE>
ESCROWS AND RESERVES INFORMATION
<TABLE>
<CAPTION>
ESCROWED
ESCROWED TI/LC
TI/LC RESERVES
U/W ANNUAL RESERVES CURRENT
MORTGAGE TI/LC INITIAL ANNUAL
CONTROL LOAN RESERVES DEPOSIT DEPOSIT
NUMBER SELLER LOAN / PROPERTY NAME PSF/UNIT PSF/UNIT PSF/UNIT
<S> <C> <C> <C> <C> <C>
222 GCFP Country Square Mobile Home Park NAP NAP NAP
223 GCFP 1513-1517 Taylor Avenue NAP NAP NAP
224 GCFP Westside Warehouse 0.29 0.21 0.27
225 SBRC Heritage House Apartments NAP NAP NAP
226 SBRC Troy Building 0.49 0.00 0.00
227 SBRC Arlington Manor Mobile Home Park NAP NAP NAP
228 GCFP Capitol View Apartments, Charles Apartments & NAP NAP NAP
Randolph Apartments
229 SBRC Beresford Retail 0.79 0.00 0.00
230 SBRC 120 Standard Street 0.51 0.00 0.00
231 GCFP 2077-2089 New York Avenue 0.54 0.91 0.54
232 SBRC Blair Place Duplexes NAP NAP NAP
233 SBRC 18714 Parthenia Street 0.84 0.00 0.00
234 GCFP Thornapple Apartments NAP NAP NAP
235 GCFP 2800 Oakmont Drive 1.03 0.00 1.03
236 SBRC Fox Tile 0.30 0.00 0.00
237 SBRC 471 Prospect Street NAP NAP NAP
238 GCFP Barclay Arms Apartments NAP NAP NAP
239 SBRC Wishney 0.83 0.00 0.00
240 GCFP Elmgrove Apartments NAP NAP NAP
241 SBRC Centennial Apartments NAP NAP NAP
242 SBRC Vanguard Industrial Building 0.49 0.00 0.00
243 GCFP 135-145 Orange Street Apartments NAP NAP NAP
244 SBRC Brentwood Village Apartments NAP NAP NAP
245 GCFP Seoul Plaza 1.04 0.00 0.65
246 SBRC Glendale Apartments NAP NAP NAP
247 GCFP Riverview Apartments NAP NAP NAP
248 GCFP 820 Linden Boulevard NAP NAP NAP
249 GCFP Vail Valley Auto 0.75 0.00 0.00
250 GCFP Hawthorne Apartments II NAP NAP NAP
251 GCFP 2096 Saint Georges Avenue 0.73 0.00 0.00
252 SBRC Notre Dame Apartments NAP NAP NAP
253 GCFP Nash Multi-family Apartments NAP NAP NAP
254 SBRC Somers Apartments NAP NAP NAP
255 GCFP Foxglove Apartments, Phase I NAP NAP NAP
256 SBRC Muse Apartments NAP NAP NAP
257 GCFP Chalmer Place NAP NAP NAP
258 GCFP Ivy Court Apartments NAP NAP NAP
259 GCFP Royce Apartments NAP NAP NAP
260 SBRC C. Martin Company 0.00 0.00 0.00
261 GCFP Aster Court Apartments NAP NAP NAP
262 GCFP Zora Lee Apartments NAP NAP NAP
263 GCFP Foxglove II Apartments NAP NAP NAP
264 GCFP Indiana Street Apartments NAP NAP NAP
265 GCFP "A" Street Apartments NAP NAP NAP
266 GCFP The Colonial Apartments NAP NAP NAP
267 GCFP Taylene Court Apartments NAP NAP NAP
268 GCFP Myrtle Street Apartments NAP NAP NAP
</TABLE>
<PAGE> 179
[INTENTIONALLY LEFT BLANK]
<PAGE> 180
ANNEX B
FORM OF TRUSTEE REPORT
B-1
<PAGE> 181
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE: 18-JUL-2000
RECORD DATE: 30-JUN-2000
CLOSING DATE: 20-JUN-2000
NEXT PMT DATE: 18-AUG-2000
MATURITY DATE:
CONTACT INFORMATION
<TABLE>
<CAPTION>
FUNCTION NAMES/ADDRESSES
-------- ---------------
<S> <C>
MASTER SERVICER GMAC Commercial Mortgage Corporation
650 Dresher Road
Horsham, PA 19044
SPECIAL SERVICER GMAC Commercial Mortgage Corporation
650 California Street
San Francisco, CA 94101
TRUSTEE Norwest Bank Minnesota, National Association
3 New York Plaza
New York, New York 10004
PAYING AGENT Chase Manhattan Bank
450 W. 33rd Street, 14th Floor
New York, NY 10001
(212) 946-3200
RELATIONSHIP MANAGER Nina Velastegui
(212) 946-7600
Email: [email protected]
</TABLE>
REPORTS AVAILABLE AT WWW.CHASE.COM/SFA
TABLE OF CONTENTS
<TABLE>
<CAPTION>
STATEMENT SECTIONS PAGE(S)
------------------ -------
<S> <C>
Certificate Distribution Detail 2 - 7
Certificate Ratings Detail 8
Mortgage Loan Stratification Tables 9 - 11
Loan Status Detail 12
Property History Detail 13
Delinquency Loan Detail 14
Specially Serviced Loan Detail 15
Specially Serviced Historical Information 16
Principal Prepayment Detail 17
Modified Loan Detail 18
Realized Loss Detail 19
</TABLE>
THE INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM SOURCES BELIEVED TO BE
RELIABLE, BUT THE CHASE MANHATTAN BANK DOES NOT WARRANT ITS COMPLETENESS OR
ACCURACY. ALL CASHFLOWS, PRICES, AND YIELDS HEREIN WERE COMPILED BY CHASE FROM
SOURCES ASSOCIATED WITH THE TRANSACTIONS RESPONSIBLE FOR PROVIDING SUCH
INFORMATION FOR PURPOSES OF COMPUTING CASHFLOWS, PRICES AND YIELDS. CHASE MAKES
NO REPRESENTATIONS AS TO THE APPROPRIATENESS FOR ANY PERSON OF ANY INVESTMENT IN
THE SECURITIES.
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA
(C) 2000, CHASE MANHATTAN BANK
B-2
<PAGE> 182
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS PAGE 2 OF 19
STDDEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
DISTRIBUTION IN DOLLARS
<TABLE>
<CAPTION>
BEGINNING
CURRENT PASS ORIGINAL FACE PRINCIPAL
CLASS CUSIP THROUGH RATE VALUE BALANCE PRINCIPAL INTEREST
- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
- -------------- -------------- -------------- -------------- -------------- -------------- --------------
TOTALS 0 0 0 0
<CAPTION>
PREPAYMENT
PREMIUMS/ REALIZED ENDING
YIELD MAINT LOSSES/TRUST PRINCIPAL
CLASS CHARGES TOTAL EXPENSES BALANCE
- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
- -------------- -------------- -------------- -------------- --------------
TOTALS 0 0 0 0
</TABLE>
<TABLE>
<CAPTION>
BEGINNING
CURRENT PASS ORIGINAL FACE PRINCIPAL
CLASS CUSIP THROUGH RATE VALUE BALANCE PRINCIPAL INTEREST
- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
X
<CAPTION>
PREPAYMENT
PREMIUMS/ REALIZED ENDING
YIELD MAINT LOSSES/TRUST PRINCIPAL
CLASS CHARGES TOTAL EXPENSES BALANCE
- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
X
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA
(C) 2000, CHASE MANHATTAN BANK
B-3
<PAGE> 183
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 3 OF 19
STDDEAL
DISTRIBUTION DATE: 18-JUL-2000
RECORD DATE: 30-JUN-2000
CLOSING DATE: 20-JUN-2000
NEXT PMT DATE: 18-AUG-2000
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
FACTOR PER $1,000 OF ORIGINAL FACE
<TABLE>
<CAPTION>
BEGINNING
PRINCIPAL PREPAYMENT YIELD MAINT
CLASS CUSIP FACTOR PRINCIPAL INTEREST PREMIUMS/ CHARGES
- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
TOTALS
<CAPTION>
REALIZED
LOSSES/TRUST
CLASS TOTAL EXPENSES
- ---------------- ---------------- ----------------
<S> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
- ---------------- ---------------- ----------------
TOTALS
</TABLE>
<TABLE>
<CAPTION>
BEGINNING
PRINCIPAL PREPAYMENT YIELD MAINT
CLASS CUSIP FACTOR PRINCIPAL INTEREST PREMIUMS/ CHARGES
- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
X
<CAPTION>
REALIZED
LOSSES/TRUST
CLASS TOTAL EXPENSES
- -------------- -------------- --------------
<S> <C> <C>
X
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA
(C) 2000, CHASE MANHATTAN BANK
B-4
<PAGE> 184
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
<TABLE>
<S> <C>
Available Funds 0
Principal Distribution Amount 0
Scheduled Principal Distribution Amount 0
Unscheduled Principal Distribution Amount 0
Miscellaneous Trust Fund Expenses 0
Interest Reserve Account
Deposits 0
Withdrawals 0
</TABLE>
<TABLE>
<CAPTION>
BALANCE INFORMATION
-------------------------------------------------------------------------------------------------------
LOAN COUNT SCHEDULED BEGINNING BEGINNING ENDING ENDING
AT BALANCE AT BEGINNING SCHEDULED UNPAID ENDING SCHEDULED UNPAID
GROUP SECURITIZATION SECURITIZATION LOAN COUNT BALANCE BALANCE LOAN COUNT BALANCE BALANCE
- ----- -------------- -------------- ---------- --------- --------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TOTALS
</TABLE>
Number and Aggregate Principal Amounts of Mortgage Loans in Delinquency
<TABLE>
<CAPTION>
AGGREGATED
PRINCIPAL
PERIOD NUMBER BALANCE PERCENTAGE
- ------ ------ ---------- ----------
<S> <C> <C> <C>
1 Month %
2 Months %
3+ Months %
In Foreclosure %
REO %
Bankruptcies %
TOTALS %
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA
(C) 2000, CHASE MANHATTAN BANK
B-5
<PAGE> 185
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
Prepayment Penalties
<TABLE>
<CAPTION>
PREPAYMENT YIELD
CLASS PREMIUM MAINTENANCE
- ----- ---------- -----------
<S> <C> <C>
TOTALS
</TABLE>
<TABLE>
<S> <C>
Advance Summary
Principal & Interest Advances
Current Principal & Interest Advances 0
Outstanding Principal & Interest Advances 0
Reimbursement of Interest on any P&I Advances 0
Reimbursement of Interest on any T&I Advances 0
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
B-6
<PAGE> 186
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
<TABLE>
<S> <C>
Fee Summary
Servicing Fees 0
Sub Servicing Fees 0
Trustee Fees 0
Special Servicer Fee 0
Workout Fee 0
</TABLE>
Appraisal Reduction Amounts
<TABLE>
<CAPTION>
APPRAISAL APPRAISAL
REDUCTION REDUCTION
LOAN NUMBER EFFECTED DATE AMOUNT
- ----------- ------------- ---------
<S> <C> <C>
none
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
B-7
<PAGE> 187
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 7 OF 19
STDDEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE DISTRIBUTION DETAIL
INTEREST DETAIL
<TABLE>
<CAPTION>
ACCRUED PREPAYMENT BEGINNING TOTAL CERTIFICATE ENDING
CERTIFICATE INTEREST UNPAID INTEREST INTEREST INTEREST UNPAID
CLASS INTEREST SHORTFALL INTEREST LOSS PAYABLE DISTRIBUTABLE INTEREST
- --------------------- ----------- ---------- --------- --------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
X
TOTALS
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
B-8
<PAGE> 188
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 8 OF 19
STDDEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
CERTIFICATE RATINGS DETAIL
<TABLE>
<CAPTION>
ORIGINAL RATINGS
-----------------------------------------------------
CLASS CUSIP DCR FITCH MOODY'S S & P
- --------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
A1 N/A X X X X
A2 N/A X X X X
B N/A X X X X
C N/A X X X X
D N/A X X X X
E N/A X X X X
F N/A X X X X
G N/A X X X X
H N/A X X X X
J N/A X X X X
K N/A X X X X
L N/A X X X X
M N/A X X X X
N N/A X X X X
P
R N/A X X X X
X N/A X X X X
<CAPTION>
CHANGED RATINGS/CHANGE DATE(1)
-----------------------------------------------------
CLASS DCR FITCH MOODY'S S & P
- --------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
A1
A2
B
C
D
E
F
G
H
J
K
L
M
N
P
R
X
</TABLE>
NR -- Designates that the class was not rated by the above agency at the
time of original issuance.
N/A -- Not applicable.
X -- Designates that the rating agency did not rate class at the time of
issuance.
(1) THE INFORMATION CONTAINED HEREIN HAS BEEN RECEIVED DIRECTLY FROM THE
APPLICABLE RATING AGENCY WITHIN 30 DAYS OF THIS REPORT. IT IS POSSIBLE THAT
THE CURRENT RATINGS MAY HAVE CHANGED BEFORE THE RELEASE OF THIS REPORT,
HENCE, CHASE RECOMMENDS CONTACTING THE RATING AGENCY LISTED BELOW DIRECTLY
FOR MORE RECENT INFORMATION AND FURTHER DETAILS SUPPORTING THE RATING ISSUED
FOR EACH CLASS.
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
B-9
<PAGE> 189
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 9 OF 19
STDDEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY ENDING SCHEDULED BALANCE AMOUNT
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE $ OF AGG. -----------------------------
ENDING SCHEDULED BALANCE AMOUNT LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
------------------------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
$1,000,000 or Less 0 0.00 0 0.000000 0.000000
$1,000,001 to $2,000,000 0 0.00 0 0.000000 0.000000
$2,000,001 to $4,000,000 0 0.00 0 0.000000 0.000000
$4,000,001 to $6,000,000 0 0.00 0 0.000000 0.000000
$6,000,001 to $8,000,000 0 0.00 0 0.000000 0.000000
$8,000,001 to $10,000,000 0 0.00 0 0.000000 0.000000
$10,000,001 to $15,000,000 0 0.00 0 0.000000 0.000000
$15,000,001 to $20,000,000 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.00 0 0.000000 0.000000
== ==== ==== == ======== ========
AVERAGE PRINCIPAL BALANCE: 0.00
</TABLE>
STRATIFICATION BY STATE CODE
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE $ OF AGG. -----------------------------
STATE CODE LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
- ---------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Totals 0 0.00 0.00 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
BANK
B-10
<PAGE> 190
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 10 OF 19
STDDEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY CURRENT NOTE RATE
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
CURRENT NOTE RATE LOANS $ PRIN. BAL. WAM NOTE RATE(%) DSCR
----------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
0.000000% to 7.500000% 0 0.00 0 0.000000 0.000000
7.510000% to 7.750000% 0 0.00 0 0.000000 0.000000
7.760000% to 8.000000% 0 0.00 0 0.000000 0.000000
8.010000% to 8.250000% 0 0.00 0 0.000000 0.000000
8.260000% to 8.500000% 0 0.00 0 0.000000 0.000000
8.510000% to 8.750000% 0 0.00 0 0.000000 0.000000
8.760000% to 9.000000% 0 0.00 0 0.000000 0.000000
9.010000% to 9.250000% 0 0.00 0 0.000000 0.000000
9.260000% to 9.500000% 0 0.00 0 0.000000 0.000000
9.510000% to 9.750000% 0 0.00 0 0.000000 0.000000
9.760000% to 10.000000% 0 0.00 0 0.000000 0.000000
10.010000% to 11.010000% 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.0 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
STRATIFICATION BY REMAINING STATED TERM (BALLOON LOANS ONLY)
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
REMAINING STATED TERM LOANS $ PRIN. BAL. WAM NOTE RATE(%) DSCR
--------------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
70 months or Less 0 0.00 0 0.000000 0.000000
71 months to 90 months 0 0.00 0 0.000000 0.000000
91 months to 110 months 0 0.00 0 0.000000 0.000000
111 months to 115 months 0 0.00 0 0.000000 0.000000
116 months to 120 months 0 0.00 0 0.000000 0.000000
121 months to 200 months 0 0.00 0 0.000000 0.000000
201 months to 274 months 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.0 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
STRATIFICATION BY DEBT SERVICE COVERAGE RATIO
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
DEBT SERVICE COVERAGE RATIO LOANS $ PRIN. BAL. WAM NOTE RATE(%) DSCR
--------------------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
0.000000 to 1.000000 0 0.00 0 0.000000 0.000000
1.010000 to 1.200000 0 0.00 0 0.000000 0.000000
1.210000 to 1.240000 0 0.00 0 0.000000 0.000000
1.250000 to 1.300000 0 0.00 0 0.000000 0.000000
1.310000 to 1.400000 0 0.00 0 0.000000 0.000000
1.410000 to 1.500000 0 0.00 0 0.000000 0.000000
1.510000 to 1.600000 0 0.00 0 0.000000 0.000000
1.610000 to 1.700000 0 0.00 0 0.000000 0.000000
1.710000 to 1.800000 0 0.00 0 0.000000 0.000000
1.810000 to 1.900000 0 0.00 0 0.000000 0.000000
1.910000 to 2.000000 0 0.00 0 0.000000 0.000000
2.010000 to 2.300000 0 0.00 0 0.000000 0.000000
2.310000 to 2.400000 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.0 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
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B-11
<PAGE> 191
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 11 OF 19
STDDEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
STRATIFICATION BY REMAINING STATED TERM (FULLY AMORTIZING LOANS ONLY)
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
REMAINING STATED TERM LOANS $ PRIN. BAL. WAM NOTE RATE(%) DSCR
--------------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
70 months or Less 0 0.00 0 0.000000 0.000000
71 months to 90 months 0 0.00 0 0.000000 0.000000
91 months to 110 months 0 0.00 0 0.000000 0.000000
111 months to 115 months 0 0.00 0 0.000000 0.000000
116 months to 120 months 0 0.00 0 0.000000 0.000000
121 months to 200 months 0 0.00 0 0.000000 0.000000
201 months to 0 months 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
[CHASE LOGO] REPORTS AVAILABLE AT WWW.CHASE.COM/SFA (C) 2000, CHASE MANHATTAN
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B-12
<PAGE> 192
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 12 OF 19
STDDEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY PROPERTY TYPE
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
PROPERTY TYPE LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
------------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Office 0 0.00 0 0.000000 0.000000
Industrial 0 0.00 0 0.000000 0.000000
Multi-Family 0 0.00 0 0.000000 0.000000
Retail, Anchored 0 0.00 0 0.000000 0.000000
Retain, Unanchored 0 0.00 0 0.000000 0.000000
Ministorage 0 0.00 0 0.000000 0.000000
Multiple 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.00 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
STRATIFICATION BY SEASONING
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
# OF PRINCIPAL BALANCE % OF AGG. -----------------------------
SEASONING LOANS ($) PRIN. BAL. WAM NOTE RATE(%) DSCR
--------- ----- ----------------- ---------- --- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
12 months or Less 0 0.00 0 0.000000 0.000000
13 months to 24 months 0 0.00 0 0.000000 0.000000
25 months to 36 months 0 0.00 0 0.000000 0.000000
37 months to 48 months 0 0.00 0 0.000000 0.000000
49 months to 60 months 0 0.00 0 0.000000 0.000000
61 months to 72 months 0 0.00 0 0.000000 0.000000
73 months to 84 months 0 0.00 0 0.000000 0.000000
85 months to 96 months 0 0.00 0 0.000000 0.000000
97 months to 108 months 0 0.00 0 0.000000 0.000000
-- ---- ---- -- -------- --------
Totals 0 0.00 0.00 0 0.000000 0.000000
== ==== ==== == ======== ========
</TABLE>
DEBT COVERAGE SERVICE RATIOS ARE CALCULATED AS DESCRIBED IN THE PROSPECTUS,
VALUES ARE UPDATED PERIODICALLY AS NEW NOI FIGURES BECOME AVAILABLE FROM
BORROWERS ON AN ASSET LEVEL. THE TRUSTEE MAKES NO REPRESENTATION AS TO THE
ACCURACY OF THE DATA PROVIDED BY THE BORROWER FOR THIS CALCULATION.
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B-13
<PAGE> 193
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
PAGE 12 OF 19
STDDEAL
LOAN STATUS DETAIL
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Loan Offering Property City State Scheduled Scheduled Note Maturity
Number Memo Type Principal Interest Rate Date
Cross (I) Amount Amount
Reference
<S> <C> <C> <C> <C> <C> <C> <C>
Neg Beginning Ending Paid Appraisal Appraisal Has Loan Loan
Amt Scheduled Scheduled Through Reduction Reduction Ever Been Status
Flag Balance Balance Date Date Amount Specially Code
Serviced? (II)
(Y/N)
</TABLE>
<TABLE>
<CAPTION>
(I) PROPERTY TYPE CODE:
<S> <C> <C> <C> <C> <C> <C> <C>
IN Industrial MU Mixed Use RT Retail
CH Church LO Lodging NE Non-Exempt SC School, HCF or WF
CO Condo, Coop or TH MF Multi Family OF Office SE Securities
HC Health Care MH Mobile Home Park OT Other SF Single Family
HO Hotel MP Multile Properties PD Plan Unit Development SS Self Storage
IF Industrial/Flex MS Mini Storage RO Retail/Office WH Warehouse
<CAPTION>
(II) LOAN STATUS CODE:
<S> <C> <C> <C>
6. Discounted Payoff
1. Specially Serviced 7. Foreclosure Sale
2. Foreclosure 8. Bankruptcy Sale
3. Bankruptcy 9. REO Disposal
4. REO 10. Modification/Workout
5. Prepayment in Full 11. Rehabilitation
</TABLE>
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BANK
B-14
<PAGE> 194
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
PAGE 13 OF 19
STDDEAL
PROPERTY HISTORY DETAIL
<TABLE>
<S> <C> <C> <C> <C> <C>
Offering Memo Data of Last No. Months
Loan Number Cross Reference Property Name Revenue
Annualized
Financial
Inspection Statement
NO PROPERTY HISTORY REPORTED THIS PERIOD
<S> <C> <C> <C> <C> <C> <C>
Annual Estimate based on
Loan Number Current Quarter Prior Full Year
NOI DSCR Occupancy NOI DSCR Occupancy
NO PROPERTY HISTORY REPORTED THIS PERIOD
</TABLE>
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B-15
<PAGE> 195
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
Page 14 of 19
STDDEAL
DELINQUENCY LOAN DETAIL
<TABLE>
<CAPTION>
OFFERING CURRENT ADVANCE LOAN
MEMO CROSS # OF MONTHS PAID THROUGH P&I OUTSTANDING P&I DESCRIPTION STATUS
LOAN NUMBER REFERENCE DELINQUENT DATE CURRENT LOAN BALANCE ADVANCES ADVANCES** (I) (II)
- ----------- ---------- ----------- ------------ -------------------- -------- --------------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NO DELINQUENT LOANS REPORTED THIS PERIOD
<CAPTION>
CURRENT OUTSTANDING OUTSTANDING
SPECIAL PROPERTY PROPERTY PROPERTY
SERVICER FORECLOSURE PROTECTION PROTECTION BANKRUPTCY REO
LOAN NUMBER START DATE DATE ADVANCES ADVANCES DATE DATE
- ----------- ---------- ----------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NO DELINQUENT LOANS REPORTED THIS PERIOD
</TABLE>
<TABLE>
<S> <C> <C> <C>
(I) ADVANCE DESCRIPTION: A. In grace period (II) LOAN STATUS CODE: 6. Discounted Payoff
B. Late but %1 month 1. Specially Serviced 7. Foreclosure Sale
1. 1 month delinquent 2. Foreclosure 8. Bankruptcy Sale
2. 2 months delinquent 3. Bankruptcy 9. REO Disposal
3. 3+ months delinquent 4. REO 10. Modification/Workout
5. Prepayment in Full 11. Rehabilitations
</TABLE>
** Outstanding P&I advances include current period.
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B-16
<PAGE> 196
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
Page 15 of 19
STDDEAL
<TABLE>
<CAPTION>
SPECIAL OFFERING PROPERTY
SERVICE MEMO TYPE DATE OF TRANSFER
CODE CROSS CODE BALANCE TO SPECIALLY INSPECTION APPRAISAL APPRAISAL
LOAN NUMBER (II) REFERENCE (I) SERVICED DATE DATE VALUE COMMENTS
- ----------- ------- --------- -------- -------------------- ---------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(I) PROPERTY TYPE CODE: IN Industrial Mu Mixed Use RT Retail
CH Church LO Lodging NE Non-Exempt SC School, HCF or WF
CO Condo, Coop or TH MF Multi Family OF Office SE Securities
HC Health Care MH Mobile Home Park OT Other SF Single Family
HO Hotel MP Multiple Properties PD Plan Unit Development SS Self Storage
IF Industrial/Flex MS Mini Storage RO Retail/Office WH Warehouse
<S> <C> <C>
(II) SPECIAL SERVICE CODE
(1) Request to waive prepayment penalty (5) In Foreclosure
(2) Payment default (6) Now REO
(3) Request to modify or workout (7) Paid Off
(4) Borrower Bankruptcy (8) Returned to Master Servicer
</TABLE>
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<PAGE> 197
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 16 OF 19
STDDEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
SPECIALLY SERVICED HISTORICAL INFORMATION
<TABLE>
<CAPTION>
BALANCE
OFFERING SPECIAL CHANGE PROPERTY
MEMO SERVICE DATE CURRENT SINCE TYPE
DISTRIBUTION LOAN CROSS CODE OF SCHEDULED TRANSFER CODE INTEREST
DATE NUMBER REFERENCE (II) CORRECTION BALANCE DATE (I) STATE RATE
------------ --------- --------- ------- ---------- ------------ --------------- -------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
<CAPTION>
DEBT
NET SERVICE PAID
DISTRIBUTION OPERATING NOI COVERAGE NOTE THROUGH MATURITY REM
DATE INCOME DATE RATIO DATE DATE DATE TERM
------------ ------------ ---- -------- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
NO SPECIALLY SERVICED LOANS REPORTED THIS
PERIOD
</TABLE>
<TABLE>
<S> <C> <C> <C>
(I) PROPERTY TYPE CODE I N Industrial MU Mixed Use RT Retail
CH Church LO Lodging NE Non-Exempt SC School, HCF or WF
CO Condo Coop or TH MF Multi Family OF Office SE Securities
HC Health Care MH Mobile Home Park OT Other SF Single Family
HO Hotel MP Multiple Properties PD Plan Unit SS Self Storage
IF Industrial/Flax MS Mini Storage Development WH Warehouse
RO Retail/Office
</TABLE>
<TABLE>
<S> <C>
(II) SPECIAL SERVICE CODE:
(1) Request to waive prepayment penalty (5) In Foreclosure
(2) Payment default (6) Now REO
(3) Request to modify or workout (7) Paid Off
(4) Borrower Bankruptcy (8) Returned to Master Servicer
</TABLE>
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<PAGE> 198
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 17 OF 19
STDDEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
PRINCIPAL PREPAYMENT DETAIL
<TABLE>
<CAPTION>
OFFERING
PRINCIPAL MEMO PROPERTY
PREPAYMENT LOAN CROSS TYPE CURTAINMENT PAYOFF PREPAYMENT
DATE NUMBER REFERENCE (I) AMOUNT AMOUNT PREMIUM
---------- ------ --------- -------- ----------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
PRINCIPAL MORTGAGE
PREPAYMENT REPURCHASE
DATE PRICE
---------- ----------
<S> <C>
</TABLE>
NO PRINCIPAL PREPAYMENT REPORTED THIS PERIOD
<TABLE>
<S> <C> <C> <C>
(I) PROPERTY TYPE CODE N Industrial MU Mixed Use RT Retail
I LO Lodging NE Non-Exempt SC School, HCF or WF
CH Church MF Multi Family OF Office SE Securities
CO Condo Coop or TH MH Mobile Home Park OT Other SF Single Family
HC Health Care MP Multiple Properties PD Plan Unit SS Self Storage
HO Hotel MS Mini Storage Development WH Warehouse
IF Industrial/Flax RO Retail/Office
</TABLE>
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<PAGE> 199
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 18 OF 19
STODEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
MODIFIED LOAN DETAIL
<TABLE>
<CAPTION>
OFFERING
MEMORANDUM
LOAN CROSS MODIFICATION
NUMBER REFERENCE DATE MODIFICATION DESCRIPTION
- ------ ---------- ------------ ------------------------------------------------------------
<C> <C> <C> <S>
NO MODIFIED LOANS REPORTED THIS PERIOD
</TABLE>
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<PAGE> 200
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-C1
STATEMENT TO CERTIFICATEHOLDERS
PAGE 19 OF 19
STODEAL
DISTRIBUTION DATE:
RECORD DATE:
CLOSING DATE:
NEXT PMT DATE:
MATURITY DATE:
REALIZED LOSS DETAIL
<TABLE>
<CAPTION>
OFFERING GROSS NET
MEMO BEGINNING PROCEEDS % NET PROCEEDS %
LOAN CROSS APPRAISAL SCHEDULED SCHEDULED LIQUIDATION LIQUIDATION SCHEDULED
NUMBER REFERENCE DATE APPRAISAL VALUE BALANCE GROSS PROCEEDS PRINCIPAL EXPENSES PROCEEDS BALANCE
- ------ --------- --------- --------------- --------- -------------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NO REALIZED LOSSES REPORTED THIS PERIOD
<CAPTION>
LOAN
NUMBER REALIZED LOSS
- ------ -------------
<S> <C>
NO REALIZED
LOSSES
REPORTED
THIS PERIOD
</TABLE>
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<PAGE> 201
ANNEX C
DECREMENT TABLES FOR CLASS A-1, A-2,
B, C, D, E, F AND G CERTIFICATES
C-1
<PAGE> 202
[INTENTIONALLY LEFT BLANK]
<PAGE> 203
ANNEX D
PRICE/YIELD TABLES FOR CLASS X CERTIFICATES
D-1
<PAGE> 204
[INTENTIONALLY LEFT BLANK]
<PAGE> 205
MORTGAGE PASS-THROUGH CERTIFICATES (ISSUABLE IN SERIES)
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
DEPOSITOR
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.
The certificates will represent obligations of a trust fund only and will not
represent ownership interests in or obligations of any other entity.
This prospectus may be used to offer and sell the certificates only if
accompanied by a prospectus supplement.
THE OFFERED CERTIFICATES:
Salomon Brothers Mortgage Securities VII, Inc., as depositor, will
establish one or more trust funds to issue and sell from time to time mortgage
pass-through certificates.
Each series of certificates will consist of one or more classes of
certificates that may: (i) provide for the accrual of interest thereon based on
fixed, variable or adjustable rates; (ii) be senior or subordinate to one or
more other classes of certificates in respect of some or all distributions on
the certificates; (iii) be entitled to principal distributions, with
disproportionately low, nominal or no interest distributions; (iv) be entitled
to interest distributions, with disproportionately low, nominal or no principal
distributions; (v) provide for distributions of accrued interest thereon
commencing only following the occurrence of various events, such as the
retirement of one or more other classes of certificates of such series; (vi)
provide for distributions of principal sequentially, or based on specified
payment schedules or other methodologies, to the extent of available funds;
and/or (vii) provide for cash distributions based on available funds, in each
case as described in the related prospectus supplement.
THE TRUST FUND AND ITS ASSETS
As specified in the related prospectus supplement, the assets of a trust
fund will primarily include any or all of the following:
- various types of multifamily or commercial mortgage loans,
- mortgage-backed securities evidencing interests in, or secured by pledges
of, one or more of various types of multifamily or commercial mortgage
loans,
- securities evidencing interests in, or secured by pledges of,
mortgage-backed securities of the type described above.
The assets of a trust fund for a series of certificates may also include
letters of credit, insurance policies, guarantees, reserve funds or other types
of credit support, or a combination of those types of assets, and currency or
interest rate exchange agreements and other financial assets, or any combination
of those agreements and other financial assets.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Offers of the certificates may be made through one or more different
methods, including offerings through underwriters, as more fully described in
this prospectus under "Method of Distribution" and in the related prospectus
supplement. There will have been no public market for any series of certificates
prior to the offering of those certificates. No assurance can be given that such
a market will develop as a result of such an offering. All securities will be
distributed by, or sold by underwriters managed by:
SALOMON SMITH BARNEY
The date of this prospectus is May 24, 2000.
<PAGE> 206
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Important Notice About Information in This Prospectus and
each Accompanying Prospectus Supplement................... 3
Risk Factors................................................ 4
Description of the Trust Funds.............................. 12
Use of Proceeds............................................. 18
Yield Considerations........................................ 18
The Depositor............................................... 22
Description of the Certificates............................. 22
Description of the Agreements............................... 31
Description of Credit Support............................... 48
Certain Legal Aspects of Mortgage Loans..................... 51
Federal Income Tax Consequences............................. 61
State and Other Tax Considerations.......................... 90
ERISA Considerations........................................ 91
Legal Investment............................................ 96
Method of Distribution...................................... 98
Legal Matters............................................... 98
Financial Information....................................... 99
Rating...................................................... 99
Available Information....................................... 99
Reports to Certificateholders............................... 99
Incorporation of Certain Information by Reference........... 100
Index of Principal Definitions.............................. 101
</TABLE>
2
<PAGE> 207
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
AND EACH ACCOMPANYING PROSPECTUS SUPPLEMENT
Information about each series of certificates is contained in two separate
documents:
- this prospectus, which provides general information, some of which may
not apply to a particular series; and
- the accompanying prospectus supplement for a particular series, which
describes the specific terms of the securities of that series. If the
prospectus supplement contains information about a particular series that
differs from the information contained in this prospectus, you should
rely on the information in the prospectus supplement.
You should rely only on the information contained in this prospectus and
the accompanying prospectus supplement. We have not authorized anyone to provide
you with information that is different from that contained in this prospectus
and the accompanying prospectus supplement. The information in this prospectus
is accurate only as of the date of this prospectus.
Beginning with the section titled "Description of The Trust Funds", we use
capitalized terms from time to time in this prospectus to assist you in
understanding the terms of the securities. The capitalized terms used in this
prospectus are defined on the pages indicated under the caption "Index of
Principal Definitions" beginning on page 101 in this prospectus.
------------------------
If you require additional information, the mailing address of our principal
executive offices is 388 Greenwich Street, New York, New York 10013, Attention:
Secretary and the telephone number is (212) 816-6000. For other means of
acquiring additional information about us or a series of securities, see
"Incorporation of Certain Information by Reference" beginning on page 100 of
this prospectus.
------------------------
3
<PAGE> 208
RISK FACTORS
The offered certificates are not suitable investments for all investors. In
particular, you should not purchase the offered certificates unless you
understand and are able to bear the prepayment, credit, liquidity and market
risks associated with such securities.
You should carefully consider, among other things, the following factors in
connection with the purchase of the certificates offered hereby:
THE CERTIFICATES WILL HAVE LIMITED LIQUIDITY
There can be no assurance that any resale market for the certificates of
any series will develop following the issuance and sale of any series of
certificates. Even if a resale market does develop, it might not provide
investors with liquidity of investment or continue while certificates of such
series remain outstanding. Any such secondary market may provide less liquidity
to investors than any comparable market for securities evidencing interests in
single-family mortgage loans. The market value of certificates will fluctuate
with changes in prevailing rates of interest. Consequently, sales of
certificates by a holder in any secondary market that may develop may be at a
discount from 100% of their original principal balance or from their purchase
price. Furthermore, secondary market purchasers may look only hereto, to the
related prospectus supplement and to the reports to certificateholders as
described in this prospectus under the heading "Description of the
Certificates--Reports to Certificateholders", "--Book-Entry Registration and
Definitive Certificates" and "Description of the Agreements--Evidence as to
Compliance" for information concerning the certificates. Except to the extent
described in this prospectus and in the related prospectus supplement,
certificateholders will have no redemption rights and the certificates are
subject to early retirement only under specified circumstances described in this
prospectus and in the related prospectus supplement. See "Description of the
Certificates--Termination". Salomon Smith Barney Inc., through one or more of
its affiliates, currently expects to make a secondary market in the offered
certificates, but has no obligation to do so.
THE CERTIFICATES WILL BE LIMITED OBLIGATIONS OF THE RELATED TRUST FUND ONLY AND
NOT OF ANY OTHER PARTY
Unless otherwise specified in the related prospectus supplement, a series
of certificates will not have any claim against or security interest in the
trust funds for any other series. If the related trust fund is insufficient to
make payments on such certificates, no other assets will be available for
payment of the deficiency. Additionally, amounts remaining in various funds or
accounts, including any accounts maintained as credit support, may be withdrawn
under specified conditions, as and to the extent described in the related
prospectus supplement. In the event of such withdrawal, such amounts will not be
available for future payment of principal of or interest on the certificates. If
so provided in the prospectus supplement for a series of certificates consisting
of one or more classes of subordinate certificates, on any distribution date in
respect of which losses or shortfalls in collections on the assets of the trust
fund have been incurred, the amount of such losses or shortfalls will be borne
first by one or more classes of the subordinate certificates, and, thereafter,
by the remaining classes of certificates in the priority and manner and subject
to the limitations specified in such prospectus supplement.
THE YIELD TO MATURITY AND AVERAGE LIFE OF THE CERTIFICATES WILL DEPEND ON A
VARIETY OF FACTORS INCLUDING PREPAYMENTS
The timing of principal payments on the certificates of a series will be
affected by a number of factors, including the following:
- the extent of prepayments on the underlying mortgage loans in the trust
fund or, if the trust fund is comprised of underlying securities, on the
mortgage loans backing the underlying securities;
- how payments of principal are allocated among the classes of certificates
of that series as specified in the related prospectus supplement;
4
<PAGE> 209
- if any party has an option to terminate the related trust fund early, the
effect of the exercise of the option;
- the rate and timing of defaults and losses on the assets in the related
trust fund; and
- repurchases of assets in the related trust fund as a result of material
breaches of representations and warranties made by the depositor, the
master servicer or another party.
Prepayments on the mortgage loans in any trust fund generally will result
in a faster rate of principal payments on one or more classes of the related
certificates than if payments on such mortgage loans were made as scheduled.
Thus, the prepayment experience on the mortgage loans may affect the average
life of each class of related certificates. The rate of principal payments on
pools of mortgage loans varies between pools and from time to time is influenced
by a variety of economic, demographic, geographic, social, tax, legal and other
factors. There can be no assurance as to the rate of prepayment on the mortgage
loans in any trust fund or that the rate of payments will conform to any model
described in this prospectus or in any prospectus supplement. If prevailing
interest rates fall significantly below the applicable rates borne by the
mortgage loans included in a trust fund, principal prepayments are likely to be
higher than if prevailing rates remain at or above the rates borne by those
mortgage loans. As a result, the actual maturity of any class of certificates
could occur significantly earlier than expected.
A series of certificates may include one or more classes of certificates
with priorities of payment and, as a result, yields on other classes of
certificates, including classes of offered certificates, of such series may be
more sensitive to prepayments on mortgage loans. A series of certificates may
include one or more classes offered at a significant premium or discount. Yields
on such classes of certificates will be sensitive, and in some cases extremely
sensitive, to prepayments on mortgage loans and, where the amount of interest
payable with respect to a class is disproportionately high, as compared to the
amount of principal, a holder might, in some prepayment scenarios, fail to
recoup its original investment.
A series of certificates may include one or more classes of certificates
that provide for distribution of principal from amounts attributable to interest
accrued but not currently distributable on one or more other classes of
certificates. As a result, yields on the first such certificates will be
sensitive to the provisions of those other classes of certificates relating to
the amount and timing of interest accruals thereon.
In general, if you purchase a class of offered certificates at a price
higher than its outstanding principal balance and principal distributions on
such class occur faster than you anticipate at the time of purchase, the yield
will be lower than you anticipate. Conversely, if you purchase a class of
offered certificates at a price lower than its outstanding principal balance and
principal distributions on that class occur more slowly than you anticipate at
the time of purchase, the yield will be lower than you anticipate.
See "Yield Considerations" in this prospectus and, if applicable, in the
related prospectus supplement.
THE LIMITED NATURE OF RATINGS ON THE CERTIFICATES AND THE DOWNGRADING OF A
CERTIFICATE RATING MAY ADVERSELY AFFECT THE LIQUIDITY OR MARKET VALUE OF SUCH
CERTIFICATE
Any rating assigned by a rating agency to a class of certificates will
reflect such rating agency's assessment solely of the likelihood that holders of
certificates of such class will receive payments to which such
certificateholders are entitled under the related agreement. Such rating will
not constitute an assessment of the likelihood that principal prepayments on the
related mortgage loans will be made, the degree to which the rate of such
prepayments might differ from that originally anticipated or the likelihood of
early optional termination of the series of certificates. Such rating will not
address the possibility that prepayment at higher or lower rates than
anticipated by an investor may cause such investor to experience a lower than
anticipated yield or that an investor purchasing a certificate at a significant
premium or purchasing an interest-only certificate might fail to recoup its
initial investment under some prepayment scenarios. Each prospectus supplement
will identify any payment to which holders of offered certificates of the
related series are entitled that is not covered by the applicable rating.
5
<PAGE> 210
The amount, type and nature of credit support, if any, established with
respect to a series of certificates will be determined on the basis of criteria
established by each rating agency rating classes of the certificates of such
series. Such criteria are sometimes based upon an actuarial analysis of the
behavior of mortgage loans in a larger group. Such analysis is often the basis
upon which each rating agency determines the amount of credit support required
with respect to each such class. There can be no assurance that the historical
data supporting any such actuarial analysis will accurately reflect future
experience nor any assurance that the data derived from a large pool of mortgage
loans accurately predicts the delinquency, foreclosure or loss experience of any
particular pool of mortgage loans. No assurance can be given that values of any
mortgaged properties have remained or will remain at their levels on the
respective dates of origination of the related mortgage loans. Moreover, there
is no assurance that appreciation of real estate values generally will limit
loss experiences on commercial properties or multifamily properties. If the
commercial or multifamily residential real estate markets should experience an
overall decline in property values such that the outstanding principal balances
of the mortgage loans in a particular trust fund and any secondary financing on
the related mortgaged properties become equal to or greater than the value of
the mortgaged properties, the rates of delinquencies, foreclosures and losses
could be higher than those now generally experienced by institutional lenders.
In addition, adverse economic conditions, which may or may not affect real
property values, may affect the timely payment by mortgagors of scheduled
payments of principal and interest on the mortgage loans and, accordingly, the
rates of delinquencies, foreclosures and losses with respect to any trust fund.
To the extent that such losses are not covered by credit support, such losses
will be borne, at least in part, by the holders of one or more classes of the
certificates of the related series. See "Description of Credit Support" and
"Rating".
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time. No person is obligated
to maintain the rating on any certificate, and accordingly, there can be no
assurance to you that the ratings assigned to any certificate on the date on
which such certificate is originally issued will not be lowered or withdrawn by
a rating agency at any time thereafter. The rating(s) of any series of
certificates by any applicable rating agency may be lowered following the
initial issuance of those certificates as a result of the downgrading of the
obligations of any applicable credit support provider, or as a result of losses
on the related mortgage loans in excess of the levels contemplated by such
rating agency at the time of its initial rating analysis. Neither the depositor,
the master servicer nor any of their respective affiliates will have any
obligation to replace or supplement any credit support, or to take any other
action to maintain any rating(s) of any series of certificates. In the event any
rating is revised or withdrawn, the liquidity or the market value of the related
certificate may be adversely affected.
THE PAYMENT PERFORMANCE OF THE CERTIFICATES WILL BE DIRECTLY RELATED TO THE
PAYMENT PERFORMANCE OF THE MORTGAGE ASSETS IN THE RELATED TRUST FUNDS
The certificates will be directly or indirectly backed by mortgage loans.
Some mortgage loans may have a greater likelihood of delinquency and
foreclosure, and a greater likelihood of loss in the event of a delinquency and
foreclosure. In the event that the mortgaged properties fail to provide adequate
security for the mortgage loans included in a trust fund, any resulting losses,
to the extent not covered by credit support, will be allocated to the related
certificates in the manner described in the related prospectus supplement and
consequently would adversely affect the yield to maturity on such securities.
The depositor cannot assure you that the values of the mortgaged properties have
remained or will remain at the appraised values on the dates of origination of
the related mortgage loans. You should consider the following risks associated
with some mortgage loans which may be included in the trust fund related to your
certificate.
INVESTORS SHOULD BE AWARE OF VARIOUS RISKS ASSOCIATED WITH CERTAIN MORTGAGE
LOANS AND MORTGAGED PROPERTIES
Multifamily and Commercial Loans. Mortgage loans made with respect to
multifamily or commercial property may entail risks of delinquency and
foreclosure, and risks of loss in the event of a
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delinquency and foreclosure, that are greater than similar risks associated with
single-family property. The ability of a mortgagor to repay a loan secured by an
income-producing property typically is dependent primarily upon the successful
operation of such property rather than any independent income or assets of the
mortgagor. Thus, the value of an income-producing property is directly related
to the net operating income derived from such property. In contrast, the ability
of a mortgagor to repay a single-family loan typically is dependent primarily
upon the mortgagor's household income, rather than the capacity of the related
property to produce income. Thus, other than in geographical areas where
employment is dependent upon a particular employer or an industry, the
mortgagor's income tends not to reflect directly the value of a single-family
property. A decline in the net operating income of an income-producing property
will likely affect both the performance of the related loan as well as the
liquidation value of such property, whereas a decline in the income of a
mortgagor on a single-family property will likely affect the performance of the
related loan but may not affect the liquidation value of such property.
The performance of a mortgage loan secured by an income-producing property
leased by the mortgagor to tenants, as well as the liquidation value of such
property, may be dependent upon the business operated by such tenants in
connection with such property, the creditworthiness of such tenants or both. The
risks associated with such loans may be offset by the number of tenants or, if
applicable, a diversity of types of business operated by such tenants. A number
of the mortgage loans included in a trust fund may be secured by liens on
owner-occupied mortgaged properties or on mortgaged properties leased to a
single tenant. Accordingly, a decline in the financial condition of the borrower
or single tenant, as applicable, may have a disproportionately greater effect on
the net operating income from such mortgaged properties than would be the case
with respect to mortgaged properties with multiple tenants. Furthermore, the
value of any mortgaged property may be adversely affected by risks generally
incident to interests in real property, including:
- changes in general or local economic conditions and/or specific industry
segments;
- declines in real estate values;
- declines in rental or occupancy rates;
- increases in interest rates, real estate tax rates and other operating
expenses;
- changes in governmental rules, regulations and fiscal policies, including
environmental legislation;
- acts of God; and
- other factors beyond the control of the master servicer.
Nonrecourse Loans. It is anticipated that a substantial portion of the
mortgage loans included in any trust fund will be nonrecourse loans or loans for
which recourse may be restricted or unenforceable, as to which, in the event of
mortgagor default, recourse may be had only against the specific multifamily or
commercial property and such other assets, if any, as have been pledged to
secure the mortgage loan. With respect to those mortgage loans that provide for
recourse against the mortgagor and its assets generally, there can be no
assurance that such recourse will ensure a recovery in respect of a defaulted
mortgage loan greater than the liquidation value of the related mortgaged
property.
Delinquent and Non-Performing Mortgage Loans. If so provided in the
related prospectus supplement, the trust fund for a particular series of
certificates may include mortgage loans that are past due or are non-performing.
If so specified in the related prospectus supplement, the servicing of such
mortgage loans will be performed by a special servicer. Credit support provided
with respect to a particular series of certificates may not cover all losses
related to such delinquent or non-performing mortgage loans, and you should
consider the risk that the inclusion of such mortgage loans in the trust fund
may adversely affect the rate of defaults and prepayments on mortgage assets and
the yield on the certificates of such series. See "Description of the Trust
Funds--Mortgage Loans--General".
Junior Mortgage Loans. Some of the mortgage loans included in a trust fund
may be junior mortgage loans. The primary risk to holders of mortgage loans
secured by junior liens is the possibility that
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adequate funds will not be received in connection with a foreclosure of a
related senior lien to satisfy the junior mortgage loan after satisfaction of
all related senior liens. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure".
Balloon Loans. Some of the mortgage loans included in a trust fund may not
be fully amortizing over their terms to maturity and, thus, will require
substantial principal payments, or "balloon payments", at their stated maturity.
Mortgage loans with balloon payments involve a greater degree of risk because
the ability of a mortgagor to make a balloon payment typically will depend upon
its ability either to timely refinance the loan or to timely sell the related
mortgaged property. The ability of a mortgagor to accomplish either of these
goals will be affected by a number of factors, including--
- the level of available mortgage rates at the time of sale or refinancing,
- the mortgagor's equity in the related mortgaged property,
- the financial condition and operating history of the mortgagor and the
related mortgaged property,
- tax laws,
- rent control laws, in the case of some multifamily properties and mobile
home parks,
- reimbursement rates, in the case of some hospitals, nursing homes and
convalescent homes,
- renewability of operating licenses,
- prevailing general economic conditions, and
- the availability of credit for commercial or multifamily, as the case may
be, real properties generally.
See "Description of the Trust Funds-Mortgage Loans" and also "Certain Legal
Aspects of Mortgage Loans" in this prospectus.
AN INVESTMENT IN THE CERTIFICATES REPRESENTS AN INTEREST IN MULTIFAMILY AND/OR
COMMERCIAL LOANS WHICH MAY PRESENT A GREATER RISK OF LOSS THAN AN INTEREST IN A
POOL OF SINGLE-FAMILY LOANS
The concentration of default, foreclosure and loss risks in individual
mortgagors or mortgage loans in a particular trust fund or the related mortgaged
properties will generally be greater for pools of multifamily and/or commercial
loans such as those to be included in a trust fund with respect to a series of
certificates than for pools of single-family loans because such pools of
multifamily and/or commercial mortgage loans will generally consist of a smaller
number of loans with higher principal balances individually than would a pool of
single-family loans of comparable aggregate unpaid principal balance. The trust
fund for a series of certificates may consist of a single mortgage loan.
THE TYPE OF MORTGAGOR MAY PRESENT A GREATER RISK OF LOSS
Mortgage Loans made to partnerships, corporations or other entities may
entail risks of loss from delinquency and foreclosure that are greater than
those of mortgage loans made to individuals. The Mortgagor's sophistication and
form of organization may increase the likelihood of protracted litigation or
bankruptcy in default situations.
THE TYPE OF MORTGAGED PROPERTY MAY PRESENT A GREATER RISK OF LOSS
Additional risk may be presented because of the type and use of a
particular mortgaged property. For instance, mortgaged properties that operate
as hospitals and nursing homes may present special risks to lenders due to the
significant governmental regulation of the ownership, operation, maintenance and
financing of health care institutions. Hotel and motel properties are often
operated under a franchise, management or operating agreements which may be
terminable by the franchisor or operator. Moreover, the transferability of a
hotel's operating, liquor and other licenses upon a transfer of the hotel,
whether through purchase or foreclosure, is subject to local law requirements.
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THE DISCRETION OF THE MASTER SERVICER TO EXTEND RELIEF TO DELINQUENT MORTGAGORS
MAY NOT RESULT IN HIGHER REPAYMENTS
If so specified in the related prospectus supplement, in order to maximize
recoveries on defaulted mortgage loans, a master servicer will be permitted,
within prescribed parameters, to extend and modify mortgage loans that are in
default or as to which a payment default is imminent, including in particular
with respect to balloon payments. In addition, a master servicer or a special
servicer may receive workout fees, management fees, liquidation fees or other
similar fees based on receipts from or proceeds of such mortgage loans. While a
master servicer generally will be required to determine that any such extension
or modification is reasonably likely to produce a greater recovery on a present
value basis than liquidation, there can be no assurance that such flexibility
with respect to extensions or modifications or payment of a workout fee will
increase the present value of receipts from or proceeds of mortgage loans that
are in default or as to which a payment default is imminent. Such relief instead
may result in a lower liquidation or foreclosure price to the master servicer,
which would affect the yield of the related certificates. The recent foreclosure
and delinquency experience with respect to loans serviced by a master servicer
or, if applicable, any special servicer or significant sub-servicer will be
provided in the related prospectus supplement.
CREDIT SUPPORT WILL BE LIMITED AND THE FAILURE OF CREDIT SUPPORT TO COVER LOSSES
ON THE MORTGAGE ASSETS MAY RESULT IN LOSSES ALLOCATED TO THE CERTIFICATES
Credit support is intended to reduce the effect of delinquent payments or
losses on the underlying assets of the trust fund on those classes of
certificates that have the benefit of the credit support. The prospectus
supplement for a series of certificates will describe any credit support in the
related trust fund, which may include letters of credit, insurance policies,
surety bonds, guarantees, reserve funds or other types of credit support, or
combinations of those types of credit support. Use of credit support will be
subject to the conditions and limitations described in this prospectus and in
the related prospectus supplement. Moreover, such credit support may not cover
all potential losses or risks. For example, credit support may or may not cover
fraud or negligence by a mortgage loan originator or other parties.
A series of certificates may include one or more classes of subordinate
certificates, which may include offered certificates, if so provided in the
related prospectus supplement. Although subordination is intended to reduce the
risk to holders of senior certificates of delinquent distributions or ultimate
losses, the amount of subordination will be limited and may decline under some
circumstances. In addition, if principal payments on one or more classes of
certificates of a series are made in a specified order of priority, any limits
with respect to the aggregate amount of claims under any related credit support
may be exhausted before the principal of the lower priority classes of
certificates of such series has been repaid. As a result, the impact of
significant losses and shortfalls on the mortgage assets may fall primarily upon
those classes of certificates having a lower priority of payment. Moreover, if a
form of credit support covers more than one series of certificates, holders of
certificates of one series will be subject to the risk that such credit support
will be exhausted by the claims of the holders of certificates of one or more
other series.
The amount of any applicable credit support supporting one or more classes
of offered certificates, including the subordination of one or more classes of
certificates, will be determined on the basis of criteria established by each
rating agency rating such classes of certificates based on an assumed level of
defaults, delinquencies, other losses or other factors. There can, however, be
no assurance that the loss experience on the related mortgage assets will not
exceed such assumed levels. See "--The Limited Nature of Ratings on the
Certificates and the Downgrading of a Certificate Rating May Adversely Affect
the Liquidity or Market Value of such Certificate" above and "Description of the
Certificates" and "Description of Credit Support".
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DUE-ON-SALE CLAUSES AND ASSIGNMENTS OF LEASES AND RENTS MAY NOT PROVIDE ADEQUATE
SECURITY FOR A MORTGAGE LOAN
Mortgages may contain a due-on-sale clause, which permits the lender to
accelerate the maturity of the mortgage loan if the mortgagor sells, transfers
or conveys the related mortgaged property or its interest in the mortgaged
property. Mortgages may also include a debt-acceleration clause, which permits
the lender to accelerate the debt upon a monetary or non-monetary default of the
mortgagor. Such clauses are generally enforceable subject to various exceptions.
The courts of all states will enforce clauses providing for acceleration in the
event of a material payment default. The equity courts of any state, however,
may refuse to permit the foreclosure of a mortgage or deed of trust when an
acceleration of the indebtedness would be inequitable or unjust or the
circumstances would render the acceleration unconscionable.
If so specified in the related prospectus supplement, the mortgage loans
will be secured by an assignment of leases and rents under which the mortgagor
typically assigns its right, title and interest as landlord under the leases on
the related mortgaged property and the income derived therefrom to the lender as
further security for the related mortgage loan, while retaining a license to
collect rents for so long as there is no default. In the event the mortgagor
defaults, the license terminates and the lender is entitled to collect rents.
Such assignments are typically not perfected as security interests prior to
actual possession of the cash flows. Some state laws may require that the lender
take possession of the mortgaged property and obtain a judicial appointment of a
receiver before becoming entitled to collect the rents. In addition, if
bankruptcy or similar proceedings are commenced by or in respect of the
mortgagor, the lender's ability to collect the rents may be adversely affected.
See "Certain Legal Aspects of Mortgage Loans--Leases and Rents".
REAL PROPERTY PLEDGED AS SECURITY FOR A MORTGAGE LOAN IS SUBJECT TO CERTAIN
ENVIRONMENTAL RISKS AND THE COST OF ENVIRONMENTAL CLEAN-UP MAY INCREASE LOSSES
ON THE RELATED MORTGAGE LOANS
Under the laws of some states, contamination of a property may give rise to
a lien on the property to assure the costs of cleanup. In several states, such a
lien has priority over the lien of an existing mortgage against such property.
In addition, under the laws of some states and under the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, commonly known
as CERCLA, a lender may be liable, as an owner or operator, for costs of
addressing releases or threatened releases of hazardous substances that require
remedy at a property, if agents or employees of the lender have become
sufficiently involved in the operations of the mortgagor, regardless of whether
or not the environmental damage or threat was caused by a prior owner. A lender
also risks such liability on foreclosure of the mortgage. Unless otherwise
specified in the related prospectus supplement, each agreement will provide that
the master servicer, acting on behalf of the trust fund, may not acquire title
to a mortgaged property securing a mortgage loan or take over its operation
unless the master servicer has previously determined, based upon a report
prepared by a person who regularly conducts environmental audits, that: (i) the
mortgaged property is in compliance with applicable environmental laws, and
there are no circumstances present at the mortgaged property relating to the
use, management or disposal of any hazardous substances, hazardous materials,
wastes, or petroleum based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation; or (ii) if the mortgaged property is
not so in compliance or such circumstances are so present, then it would be in
the best economic interest of the trust fund to acquire title to the mortgaged
property and further to take such actions as would be necessary and appropriate
to effect such compliance and/or respond to such circumstances. See "Certain
Legal Aspects of Mortgage Loans--Environmental Considerations".
ERISA CONSIDERATIONS
If you are buying the offered certificates on behalf of an individual
retirement account, Keogh plan or employee benefit plan, special rules may apply
to you. These rules are generally described in this prospectus under the caption
"ERISA Considerations". However, due to the complexity of regulations which
govern such plans, if you are subject to the Employment Retirement Income
Security Act of 1974,
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as amended, commonly referred to as "ERISA", you are urged to consult your own
counsel regarding consequences under ERISA of acquisition, ownership and
disposition of the offered certificates of any series.
FEDERAL TAX CONSIDERATIONS REGARDING REMIC RESIDUAL CERTIFICATES
Inclusion of Taxable Income in Excess of Cash Received. If you own a
certificate that is a "residual interest" in a "real estate mortgage investment
conduit," or "REMIC," you will have to report on your income tax return as
ordinary income your pro rata share of the taxable income of the REMIC,
regardless of the amount or timing of your possible receipt of any cash on the
certificate. As a result, your certificate may have "phantom income" early in
the term of the REMIC because the taxable income from the certificate may exceed
the amount of economic income, if any, attributable to the certificate. While
you will have a corresponding amount of tax losses later in the term of the
REMIC, the present value of the "phantom income" may significantly exceed the
present value of the tax losses. Therefore, the after-tax yield on any "residual
interest" certificate may be significantly less than that of a corporate bond or
other instrument having similar cash flow characteristics. In fact, certain
offered certificates which are "residual interests" may have a negative value.
You have to report your share of the taxable income and net loss of the
REMIC until all the certificates in the related series have a principal balance
of zero.
Some Taxable Income of a "Residual Interest" can not be Offset Under the
Internal Revenue Code of 1986. A portion of the taxable income from a "residual
interest" certificate may be treated as "excess inclusions" under the Internal
Revenue Code of 1986. You will have to pay tax on the "excess inclusions"
regardless of whether you have other credits, deductions or losses. In
particular, the tax on "excess inclusion"--
- generally will not be reduced by losses from other activities,
- for a tax-exempt holder, will be treated as unrelated business taxable
income, and
- for a foreign holder, will not qualify for any exemption from withholding
tax.
Certain Entities Should not Invest in Certificates Which are "Residual
Interests." The fees and non-interest expenses of a REMIC will be allocated pro
rata to certificates that are "residual interests" in the REMIC. However,
individuals will only be able to deduct these expenses as miscellaneous itemized
deductions, which are subject to numerous restrictions and limitations under the
Internal Revenue Code of 1986. Therefore, the certificates that are "residual
interests" generally are not appropriate investments for--
- individuals,
- estates,
- trusts beneficially owned by any individual or estate, and
- pass-through entities having any individual, estate or trust as a
shareholder, member or partner.
In addition, the "residual interest" certificates are subject to numerous
transfer restrictions. These restrictions reduce your ability to liquidate a
"residual interest" certificate. For example, unless we indicate otherwise in
the related prospectus supplement, you will not be able to transfer a "residual
interest" certificate to a foreign person under the Internal Revenue Code of
1986.
CONTROL OF THE TRUST FUND MAY BE VESTED IN LESS THAN ALL THE RELATED
CERTIFICATEHOLDERS
Under some circumstances, the consent or approval of less than all the
holders of outstanding certificates of a series will be required to direct, and
will be sufficient to bind all certificateholders of such series to, various
actions, including amending the related agreement governing the trust fund in
some cases. See "Description of the Agreements--Events of Default", "--Rights
Upon Event of Default", "--Amendment" and "--List of Certificateholders".
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BOOK-ENTRY REGISTRATION MAY AFFECT LIQUIDITY OF THE CERTIFICATES
Some offered certificates will be issued through the book-entry facilities
of The Depository Trust Company, commonly known as DTC. Because transfers and
pledges of certificates registered in the name of a nominee of DTC can be
effected only through book entries at DTC through participants, the liquidity of
the secondary market for DTC registered certificates may be reduced to the
extent that some investors are unwilling to hold securities in book entry form
in the name of DTC and the ability to pledge DTC registered certificates may be
limited due to the lack of a physical certificate. Beneficial owners of DTC
registered certificates may, in some cases, experience delay in the receipt of
payments of principal and interest since payments will be forwarded by the
related trustee to DTC who will then forward payment to the participants who
will thereafter forward payment to beneficial owners. In the event of the
insolvency of DTC or a participant in whose name DTC registered certificates are
recorded, the ability of beneficial owners to obtain timely payment and, if the
limits of applicable insurance coverage is otherwise unavailable, ultimate
payment of principal and interest on DTC registered certificates may be
impaired.
ADDITIONAL RISK FACTORS WILL BE SET FORTH IN THE PROSPECTUS SUPPLEMENT RELATED
TO A
SERIES OF CERTIFICATES
The prospectus supplement relating to a series of offered certificates will
set forth additional risk factors pertaining to the characteristics or behavior
of the mortgage assets to be included in a particular trust fund, and, if
applicable, the legal aspects of such mortgage assets, as well as any risk
factors pertaining to the investment in a particular class of offered
certificates.
DESCRIPTION OF THE TRUST FUNDS
The Certificates offered hereby and by supplements to this prospectus (the
"Offered Certificates") will be offered from time to time in series. A series
may include Certificates other than those offered by this prospectus and in the
related prospectus supplement. Each series of Certificates will represent in the
aggregate the entire beneficial ownership interest in a trust fund (with respect
to any series, the "Trust Fund").
MORTGAGE ASSETS
The primary assets of each Trust Fund (the "Mortgage Assets") will include:
(i) one or more various types of multifamily and/or commercial mortgage loans
(the "Mortgage Loans"), (ii) mortgage participation certificates, pass-through
certificates or other mortgage-backed securities ("MBS") evidencing interests
in, or secured by pledges of one or more of various types of multifamily and/or
commercial mortgage loans, (iii) participation certificates, pass-through
certificates or other securities evidencing interests in, or secured by pledges
of one or more MBS ("Tiered MBS"), or (iv) a combination of Mortgage Loans, MBS
or Tiered MBS. As used in this prospectus, "Mortgage Loans" refers to both whole
Mortgage Loans and Mortgage Loans underlying MBS or Tiered MBS. Mortgage Loans
that secure, or interests in which are evidenced by, MBS are sometimes referred
to in this prospectus as "Underlying Mortgage Loans". Mortgage Loans that are
not Underlying Mortgage Loans are sometimes referred to as "Whole Loans". The
Mortgage Assets will not be guaranteed or insured by Salomon Brothers Mortgage
Securities VII, Inc (the "Depositor") or any of its affiliates or, unless
otherwise provided in the related prospectus supplement, by any governmental
agency or instrumentality or by any other person. Each Mortgage Asset will be
selected by the Depositor for inclusion in a Trust Fund from among those: (i)
originated by the Depositor, or (ii) purchased, either directly or indirectly,
from a prior holder of the Mortgage Asset (a "Mortgage Asset Seller"), which
prior holder may or may not be the originator of such Mortgage Loan or the
issuer of such MBS or Tiered MBS and may be an affiliate of the Depositor. All
Mortgage Assets will have been purchased by the Depositor on or before the date
of initial issuance of the related series of Certificates.
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MORTGAGE LOANS
General. The Mortgage Loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages, deeds of trust or similar security
instruments (the "Mortgages") creating a lien on the properties (the "Mortgaged
Properties") consisting of: (i) residential properties consisting of three or
more rental or cooperatively-owned dwelling units in high-rise, mid-rise or
garden apartment buildings or other residential structures ("Multifamily
Properties" and the related loans, "Multifamily Loans"), or (ii) office
buildings, retail stores, hotels or motels, nursing homes, hospitals or other
health care-related facilities, mobile home parks, warehouse facilities,
mini-warehouse facilities or self-storage facilities, industrial plants, mixed
use or other types of commercial properties or unimproved land ("Commercial
Properties" and the related loans, "Commercial Loans") located, unless otherwise
specified in the related prospectus supplement, in any one of the fifty states
or the District of Columbia. Unless otherwise specified in the related
prospectus supplement, each of the Mortgage Loans will be secured by a first
mortgage or deed of trust or other similar security instrument creating a first
lien on a Mortgaged Property. Multifamily Property may include mixed commercial
and residential structures and may include apartment buildings owned by private
cooperative housing corporations ("Cooperatives"). The Mortgaged Properties may
include leasehold interests in properties, the title to which is held by third
party lessors; however, unless otherwise specified in the related prospectus
supplement, the term of any such leasehold will exceed the term of the mortgage
note by at least two years. Each Mortgage Loan will have been originated by a
person (the "Originator") other than the Depositor. Mortgage Loans will
generally also be secured by an assignment of leases and rents and/or operating
or other cash flow guarantees relating to the Mortgage Loan.
If so specified in the related prospectus supplement, Mortgage Assets for a
series of Certificates may include Mortgage Loans made on the security of real
estate projects under construction. In that case, the related prospectus
supplement will describe the procedures and timing for making disbursements from
construction reserve funds as portions of the related real estate project are
completed. In addition, the Mortgage Assets for a particular series of
Certificates may include Mortgage Loans that are delinquent or non-performing as
of the date such Certificates are issued. In that case, the related prospectus
supplement will set forth, as to each such Mortgage Loan, available information
as to the period of such delinquency or non-performance, any forbearance
arrangement then in effect, the condition of the related Mortgaged Property and
the ability of the Mortgaged Property to generate income to service the mortgage
debt.
Default and Loss Considerations with Respect to the Mortgage
Loans. Mortgage loans secured by commercial and multifamily properties are
markedly different from owner-occupied single-family home mortgage loans. The
repayment of loans secured by commercial or multifamily properties is typically
dependent upon the successful operation of such property rather than upon the
liquidation value of the real estate. Unless otherwise specified in the related
prospectus supplement, the Mortgage Loans will be non-recourse loans, which
means that, absent special facts, the mortgagee may look only to the Net
Operating Income from the property for repayment of the mortgage debt, and not
to any other of the mortgagor's assets, in the event of the mortgagor's default.
Lenders typically look to the Debt Service Coverage Ratio of a loan secured by
income-producing property as an important measure of the risk of default on such
a loan. The "Debt Service Coverage Ratio" of a Mortgage Loan at any given time
is the ratio of the Net Operating Income for a twelve-month period to the
annualized scheduled payments on the Mortgage Loan. "Net Operating Income"
means, for any given period, unless otherwise specified in the related
prospectus supplement, the total operating revenues derived from a Mortgaged
Property during such period, minus the total operating expenses incurred in
respect of such Mortgaged Property during such period other than (i) non-cash
items such as depreciation and amortization, (ii) capital expenditures and (iii)
debt service on loans secured by the Mortgaged Property. The Net Operating
Income of a Mortgaged Property will fluctuate over time and may be sufficient or
insufficient to cover debt service on the related Mortgage Loan at any given
time.
As the primary component of Net Operating Income, rental income, and
maintenance payments from tenant-stockholders of a Cooperative, is subject to
the vagaries of the applicable real estate market and/or business climate.
Properties typically leased, occupied or used on a short-term basis, such as
health care-
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related facilities, hotels and motels, and mini-warehouse and self-storage
facilities, tend to be affected more rapidly by changes in market or business
conditions than do properties leased, occupied or used for longer periods, such
as, typically, warehouses, retail stores, office buildings and industrial
plants. Commercial Loans may be secured by owner-occupied Mortgaged Properties
or Mortgaged Properties leased to a single tenant. Accordingly, a decline in the
financial condition of the mortgagor or single tenant, as applicable, may have a
disproportionately greater effect on the Net Operating Income from such
Mortgaged Properties than would be the case with respect to Mortgaged Properties
with multiple tenants.
Changes in the expense components of Net Operating Income due to the
general economic climate or economic conditions in a locality or industry
segment, such as increases in interest rates, real estate and personal property
tax rates and other operating expenses including energy costs; changes in
governmental rules, regulations and fiscal policies, including environmental
legislation; and acts of God may also affect the risk of default on the related
Mortgage Loan. As may be further described in the related prospectus supplement,
in some cases leases of Mortgaged Properties may provide that the lessee, rather
than the mortgagor, is responsible for payment of some of these expenses ("Net
Leases"); however, because leases are subject to default risks as well when a
tenant's income is insufficient to cover its rent and operating expenses, the
existence of such "net of expense" provisions will only temper, not eliminate,
the impact of expense increases on the performance of the related Mortgage Loan.
While the duration of leases and the existence of any "net of expense"
provisions are often viewed as the primary considerations in evaluating the
credit risk of mortgage loans secured by some income-producing properties, such
risk may be affected equally or to a greater extent by changes in government
regulation of the operator of the property. Examples of the latter include
mortgage loans secured by health care-related facilities and hospitals, the
income from which and the operating expenses of which are subject to state
and/or federal regulations, such as Medicare and Medicaid, and multifamily
properties and mobile home parks, which may be subject to state or local rent
control regulation and, in some cases, restrictions on changes in use of the
property. Low- and moderate-income housing may be particularly subject to legal
limitations and regulations but, because of such regulations, may also be less
sensitive to fluctuations in market rents generally.
The liquidation value of any Mortgaged Property may be adversely affected
by risks generally incident to interests in real property, including declines in
rental or occupancy rates. Lenders generally use the Loan-to-Value Ratio of a
mortgage loan as a measure of risk of loss if a property must be liquidated upon
a default by the mortgagor. The "Loan-to-Value Ratio" of a Mortgage Loan at any
given time is the ratio, expressed as a percentage, of the then outstanding
principal balance of the Mortgage Loan to the Value of the related Mortgaged
Property. The "Value" of a Mortgaged Property, other than with respect to
Refinance Loans, is generally the lesser of (a) the appraised value determined
in an appraisal obtained by the originator at origination of such loan and (b)
the sales price for such property. Refinance Loans are loans made to refinance
existing loans. The Value of the Mortgaged Property securing a Refinance Loan is
the appraised value of the Mortgaged Property determined in an appraisal
obtained at the time of origination of the Refinance Loan. The Value of a
Mortgaged Property as of the date of initial issuance of the related series of
Certificates may be less than the value at origination and will fluctuate from
time to time based upon changes in economic conditions and the real estate
market.
Appraised values of income-producing properties may be based on--
- the market comparison method, which is based on the recent resale value
of comparable properties at the date of the appraisal,
- the cost replacement method, which is based on the cost of replacing the
property at that date,
- the income capitalization method, which is based on a projection of value
based upon the property's projected net cash flow, or
- a selection from or interpolation of the values derived from those
methods.
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Each of these appraisal methods presents analytical challenges. It is often
difficult to find truly comparable properties that have recently been sold; the
replacement cost of a property may have little to do with its current market
value; and income capitalization is inherently based on inexact projections of
income and expense and the selection of an appropriate capitalization rate.
Where more than one of these appraisal methods are used and create significantly
different results, or where a high Loan-to-Value Ratio accompanies a high Debt
Service Coverage Ratio, or vice versa, the analysis of default and loss risks is
even more difficult.
While the Depositor believes that the foregoing considerations are
important factors that generally distinguish the Mortgage Loans from
single-family mortgage loans and provide insight to the risks associated with
income-producing real estate, there is no assurance that such factors will in
fact have been considered by the Originators of the Mortgage Loans, or that, for
a particular Mortgage Loan, they are complete or relevant. See "Risk Factors".
Mortgage Loan Information in Prospectus Supplements. Each prospectus
supplement will contain information, as of the date of such prospectus
supplement and to the extent then applicable and specifically known to the
Depositor, with respect to the Mortgage Loans constituting related Trust Assets,
including--
- the aggregate outstanding principal balance and the largest, smallest and
average outstanding principal balance of the Mortgage Loans as of the
applicable Cut-off Date,
- the type of property securing the Mortgage Loans, such as, Multifamily
Property or Commercial Property and the type of property in each such
category,
- the original and remaining terms to maturity of the Mortgage Loans, and
the seasoning of the Mortgage Loans,
- the earliest and latest origination date and maturity date and weighted
average original and remaining terms to maturity of the Mortgage Loans,
- the Loan-to-Value Ratios at origination of the Mortgage Loans,
- the Mortgage Rates or range of Mortgage Rates and the weighted average
Mortgage Rate borne by the Mortgage Loans,
- the geographical distribution of the Mortgaged Properties on a
state-by-state basis,
- information with respect to the prepayment provisions, if any, of the
Mortgage Loans,
- the weighted average Retained Interest, if any,
- with respect to Mortgage Loans with adjustable Mortgage Rates ("ARM
Loans"), the adjustment dates, the highest, lowest and weighted average
margin, and the maximum Mortgage Rate variation at the time of any
adjustment and over the life of the ARM Loan,
- the Debt Service Coverage Ratio either at origination or as of a more
recent date, or both, and
- information regarding the payment characteristics of the Mortgage Loans,
including without limitation balloon payment and other amortization
provisions.
The related prospectus supplement will also contain information available to the
Depositor with respect to the provisions of leases and the nature of tenants of
the Mortgaged Properties and other information referred to in a general manner
under "Description of the Trust Funds--Mortgage Loans--Default and Loss
Considerations with Respect to the Mortgage Loans" above. If specific
information respecting the Mortgage Loans is not known to the Depositor at the
time Certificates are initially offered, more general information of the nature
described above will be provided in the prospectus supplement, and specific
information will be set forth in a report that will be available to purchasers
of the related Certificates at or before the initial issuance of those
Certificates and will be filed as part of a Current Report on Form 8-K with the
Securities and Exchange Commission within fifteen days after such initial
issuance.
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Payment Provisions of the Mortgage Loans. Unless otherwise specified in
the related prospectus supplement, all of the Mortgage Loans will--
- have individual principal balances at origination of not less than
$25,000,
- have original terms to maturity of not more than 40 years, and
- provide for payments of principal, interest or both, on due dates that
occur monthly, quarterly, semi-annually or at such other interval as
specified in the related prospectus supplement.
Each Mortgage Loan may provide for no accrual of interest or for accrual of
interest thereon at an interest rate (a "Mortgage Rate") that--
- is fixed over its term,
- adjusts from time to time,
- may be converted from an adjustable to a fixed Mortgage Rate, or
- may be converted from a fixed to an adjustable Mortgage Rate, from time
to time at the mortgagor's election, in each case as described in the
related prospectus supplement.
Each Mortgage Loan may provide for scheduled payments to maturity or
payments that adjust from time to time to accommodate changes in the Mortgage
Rate or to reflect the occurrence of specified events, and may provide for
negative amortization or accelerated amortization, in each case as described in
the related prospectus supplement. Each Mortgage Loan may be fully amortizing or
require a balloon payment due on its stated maturity date, in each case as
described in the related prospectus supplement. Each Mortgage Loan may contain
prohibitions on prepayment (a "Lock-out Period" and the date of expiration of
that prohibition, a "Lock-out Date") or require payment of a premium or a yield
maintenance penalty (a "Prepayment Premium") in connection with a prepayment, in
each case as described in the related prospectus supplement. In the event that
holders of any class or classes of Offered Certificates will be entitled to all
or a portion of any Prepayment Premiums collected in respect of Mortgage Loans,
the related prospectus supplement will specify the method or methods by which
any such amounts will be allocated.
A Mortgage Loan may also contain provisions entitling the mortgagee to a
share of profits realized from the operation or disposition of the Mortgaged
Property ("Equity Participation"), as described in the related prospectus
supplement. In the event that holders of any class or classes of Offered
Certificates will be entitled to all or a portion of an Equity Participation,
the related prospectus supplement will specify the terms and provisions of the
Equity Participation and the method or methods by which distributions in respect
of the Equity Participation will be allocated among such Certificates.
MBS AND TIERED MBS
MBS and Tiered MBS may include--
- private participation certificates, pass-through certificates or other
securities, that are, not guaranteed or insured by the United States or
any agency or instrumentality of the United States, or
- certificates insured or guaranteed by Fannie Mae, Freddie Mac or GNMA,
provided that each MBS and Tiered MBS will evidence an interest directly or
indirectly in, or will be secured by a pledge of, mortgage loans that conform to
the descriptions of the Mortgage Loans contained in this prospectus.
Any MBS or Tiered MBS will have been issued under a participation and
servicing agreement, a pooling and servicing agreement, an indenture or similar
agreement (an "MBS Agreement"). A seller (the "MBS Issuer") and/or servicer (the
"MBS Servicer") of the underlying Mortgage Loans in the case of MBS, or of the
underlying MBS, in the case of Tiered MBS will have entered into the MBS
Agreement
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with a trustee or a custodian under the MBS Agreement (the "MBS Trustee"), if
any, or with the original purchaser of the interest in the underlying Mortgage
Loans evidenced by MBS in the case of MBS, or of the interest in the underlying
MBS evidenced by the Tiered MBS in the case of Tiered MBS.
Distributions of principal and interest will be made on MBS and Tiered MBS
on the dates specified in the related prospectus supplement. MBS and Tiered MBS
may be issued in one or more classes with characteristics similar to the classes
of Certificates described in this prospectus. Principal and interest
distributions will be made on MBS and Tiered MBS by the MBS Trustee or the MBS
Servicer. The MBS Issuer or the MBS Servicer or another person specified in the
related prospectus supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS or Tiered MBS after a specific date or
under other circumstances specified in the related prospectus supplement.
Enhancement in the form of reserve funds, subordination or other credit
support similar to that described for the Certificates under "Description of
Credit Support" may be provided with respect to MBS and Tiered MBS. The type,
characteristics and amount of such credit support, if any, will be a function of
the characteristics of the Mortgage Loans evidenced by or securing such MBS in
the case of MBS, and a function of such characteristics and the characteristics
of the related MBS evidenced by or securing such Tiered MBS, in the case of
Tiered MBS and other factors and generally will have been established for MBS or
Tiered MBS on the basis of requirements of either any Rating Agency that may
have assigned a rating to such MBS or Tiered MBS or the initial purchasers of
such MBS or Tiered MBS.
The prospectus supplement for a series of Certificates evidencing interests
in Mortgage Assets that include MBS or Tiered MBS will specify, to the extent
available--
- the aggregate approximate initial and outstanding principal amount and
type of the MBS or Tiered MBS to be included in the Trust Fund,
- the original and remaining term to stated maturity of the MBS or Tiered
MBS, if applicable,
- the pass-through or bond rate of the MBS or Tiered MBS or formula for
determining such rates,
- the applicable payment provisions for the MBS or Tiered MBS,
- the MBS Issuer, MBS Servicer and MBS Trustee, as applicable,
- characteristics of the credit support, if any, such as subordination,
reserve funds, insurance policies, letters of credit or guarantees
relating to the related Underlying Mortgage Loans or directly to such MBS
or Tiered MBS,
- the terms on which the related Underlying Mortgage Loans for such MBS, or
the MBS or Tiered MBS may, or are required to, be purchased prior to
their maturity,
- the terms on which Mortgage Loans may be substituted for those originally
underlying the MBS or Tiered MBS,
- the servicing fees payable under the MBS Agreement,
- to the extent available to the Depositor, the type of information in
respect of the Underlying Mortgage Loans described under "Description of
the Trust Funds--Mortgage Loans--Mortgage Loan Information in Prospectus
Supplements", and
- the characteristics of any cash flow agreements that are included as part
of the trust fund evidenced or secured by the MBS or Tiered MBS.
CERTIFICATE ACCOUNTS
Each Trust Fund will include one or more accounts (collectively, the
"Certificate Account") established and maintained on behalf of the
Certificateholders into which the person or persons designated in the related
prospectus supplement will, to the extent described in this prospectus and in
that prospectus supplement deposit all payments and collections received or
advanced with respect to the Mortgage Assets
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and other assets in the Trust Fund. A Certificate Account may be maintained as
an interest bearing or a non-interest bearing account. Funds held in a
Certificate Account may be held as cash or invested in short-term, investment
grade obligations, in each case as described in the related prospectus
supplement.
CREDIT SUPPORT
If so provided in the related prospectus supplement, partial or full
protection against various defaults and losses on the Mortgage Assets in the
related Trust Fund may be provided to one or more classes of Certificates in the
related series in the form of subordination of one or more other classes of
Certificates in such series or by one or more other types of credit support,
such as a letter of credit, insurance policy, guarantee, reserve fund or another
type of credit support, or a combination of those types of credit support (any
such coverage with respect to the Certificates of any series, "Credit Support").
The amount and types of coverage, the identification of the entity providing the
coverage, if applicable, and related information with respect to each type of
Credit Support, if any, will be described in the prospectus supplement for a
series of Certificates. The prospectus supplement for any series of Certificates
evidencing an interest in a Trust Fund that includes MBS or Tiered MBS will
describe any similar forms of credit support that are provided by or with
respect to, or are included as part of the trust fund evidenced by or providing
security for, such MBS or Tiered MBS. See "Risk Factors" and "Description of
Credit Support".
CASH FLOW AGREEMENTS
If so provided in the related prospectus supplement, the Trust Fund may
include guaranteed investment contracts under which moneys held in the funds and
accounts established for the related series will be invested at a specified
rate. The Trust Fund may also include other agreements, such as interest rate
exchange agreements, interest rate cap or floor agreements, currency exchange
agreements or similar agreements provided to reduce the effects of interest rate
or currency exchange rate fluctuations on the Mortgage Assets on one or more
classes of Certificates. The principal terms of any such guaranteed investment
contract or other agreement (any such agreement, a "Cash Flow Agreement"),
including, without limitation, provisions relating to the timing, manner and
amount of payments thereunder and provisions relating to the termination of the
Cash Flow Agreement, will be described in the prospectus supplement for the
related series. In addition, the related prospectus supplement will provide
information with respect to the obligor under any such Cash Flow Agreement. The
prospectus supplement for any series of Certificates evidencing an interest in a
Trust Fund that includes MBS or Tiered MBS will describe any cash flow
agreements that are included as part of the trust fund evidencing or providing
security for such MBS or Tiered MBS.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Certificates will be
applied by the Depositor to the purchase of Trust Assets or will be used by the
Depositor for general corporate purposes. The Depositor expects to sell the
Certificates from time to time, but the timing and amount of offerings of
Certificates will depend on a number of factors, including the volume of
Mortgage Assets acquired by the Depositor, prevailing interest rates,
availability of funds and general market conditions.
YIELD CONSIDERATIONS
GENERAL
The yield on any Offered Certificate will depend on the price paid by the
Certificateholder, the Pass-Through Rate of the Certificate, the receipt and
timing of receipt of distributions on the Certificate and the weighted average
life of the Mortgage Assets in the related Trust Fund. See "Risk Factors". The
following discussion contemplates a Trust Fund that consists solely of Mortgage
Loans. While the
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characteristics and behavior of mortgage loans underlying MBS and Tiered MBS can
generally be expected to have the same effect on the yield to maturity and/or
weighted average life of a Class of Certificates as will the characteristics and
behavior of comparable Mortgage Loans, the effect may differ due to the payment
characteristics of the MBS and Tiered MBS. If a Trust Fund includes MBS or
Tiered MBS, the related prospectus supplement will discuss the effect that the
MBS or Tiered MBS payment characteristics may have on the yield and weighted
average lives of the Certificates offered thereby.
PASS-THROUGH RATE
Certificates of any class within a series may have fixed, variable or
adjustable Pass-Through Rates, which may or may not be based upon the interest
rates borne by the Mortgage Loans in the related Trust Fund. The prospectus
supplement with respect to any series of Certificates will specify the
Pass-Through Rate for each class of such Certificates or, in the case of a
variable or adjustable Pass-Through Rate, the method of determining the
Pass-Through Rate; the effect, if any, of the prepayment of any Mortgage Loans
on the Pass-Through Rate of one or more classes of Certificates; and whether the
distributions of interest on the Certificates of any class will be dependent, in
whole or in part, on the performance of any obligor under a Cash Flow Agreement.
TIMING OF PAYMENT OF INTEREST AND PRINCIPAL
Each payment of interest on the Certificates, or addition to the
Certificate Balance of a class of Accrual Certificates, on a Distribution Date
will include interest accrued during the Interest Accrual Period for such
Distribution Date. If the Interest Accrual Period ends on a date other than a
Distribution Date for the related series, the yield realized by the holders of
such Certificates may be lower than the yield that would result if the Interest
Accrual Period ended on such Distribution Date. In addition, if so specified in
the related prospectus supplement, interest accrued for an Interest Accrual
Period for one or more classes of Certificates may be calculated on the
assumption that distributions of principal, and additions to the Certificate
Balance of Accrual Certificates, and allocations of losses on the Mortgage
Assets may be made on the first day of the Interest Accrual Period for a
Distribution Date and not on such Distribution Date. Such method would produce a
lower effective yield than if interest were calculated on the basis of the
actual principal amount outstanding during an Interest Accrual Period. The
Interest Accrual Period for any class of Offered Certificates will be described
in the related prospectus supplement.
PRINCIPAL PREPAYMENTS
The yield to maturity on the Certificates will be affected by the rate of
principal payments on the Mortgage Loans, including principal prepayments on
Mortgage Loans resulting from both voluntary prepayments by the mortgagors and
involuntary liquidations. The rate at which principal prepayments occur on the
Mortgage Loans will be affected by a variety of factors, including, without
limitation, the terms of the Mortgage Loans, the level of prevailing interest
rates, the availability of mortgage credit and economic, demographic,
geographic, tax, legal and other factors. In general, however, if prevailing
interest rates fall significantly below the Mortgage Rates on the Mortgage Loans
in a particular Trust Fund, such Mortgage Loans are likely to be the subject of
higher principal prepayments than if prevailing rates remain at or above the
rates borne by such Mortgage Loans. In this regard, it should be noted that some
Mortgage Assets may consist of Mortgage Loans with different Mortgage Rates and
the stated pass-through or pay-through interest rate of some MBS or Tiered MBS
may be a number of percentage points higher or lower than the rates on some or
all of the Underlying Mortgage Loans or underlying MBS in the case of Tiered
MBS. The rate of principal payments on some or all of the classes of
Certificates of a series will correspond to the rate of principal payments on
the Mortgage Loans in the related Trust Fund and is likely to be affected by the
existence of Lock-out Periods and Prepayment Premium provisions of the Mortgage
Loans, and by the extent to which the servicer of any such Mortgage Loan is able
to enforce such provisions. Mortgage Loans with a Lock-out Period or a
Prepayment Premium provision, to the extent enforceable, generally would be
expected to experience a lower rate of principal prepayments than
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otherwise identical Mortgage Loans without such provisions, with shorter
Lock-out Periods or with lower Prepayment Premiums.
If the purchaser of a Certificate offered at a discount calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is faster than that actually experienced on the Mortgage Loans,
the actual yield to maturity will be lower than that so calculated. Conversely,
if the purchaser of a Certificate offered at a premium calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is slower than that actually experienced on the Mortgage Assets,
the actual yield to maturity will be lower than that so calculated. In either
case, if so provided in the prospectus supplement for a series of Certificates,
the effect on yield on one or more classes of the Certificates of such series of
prepayments of the Mortgage Loans in the related Trust Fund may be mitigated or
exacerbated by any provisions for sequential or selective distribution of
principal to such classes.
The timing of changes in the rate of principal payments on the Mortgage
Loans may significantly affect an investor's actual yield to maturity, even if
the average rate of distributions of principal is consistent with an investor's
expectation. In general, the earlier a principal payment is received on the
Mortgage Loans and distributed on a Certificate, the greater the effect on such
investor's yield to maturity. The effect on an investor's yield of principal
payments occurring at a rate higher, or lower, than the rate anticipated by the
investor during a given period may not be offset by a subsequent like decrease,
or increase, in the rate of principal payments.
PREPAYMENTS--MATURITY AND WEIGHTED AVERAGE LIFE
The rates at which principal payments are received on the Mortgage Loans
and the rate at which payments are made from any Credit Support or Cash Flow
Agreement for the related series of Certificates may affect the ultimate
maturity and the weighted average life of each class of such series. Prepayments
on the Mortgage Loans comprising or underlying the Mortgage Assets in a
particular Trust Fund will generally accelerate the rate at which principal is
paid on some or all of the classes of the Certificates of the related series.
If so provided in the prospectus supplement for a series of Certificates,
one or more classes of Certificates may have a final scheduled Distribution
Date, which is the date on or prior to which the Certificate Balance of those
Certificates is scheduled to be reduced to zero, calculated on the basis of the
assumptions applicable to such series set forth in the related prospectus
supplement.
Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of principal of such
security will be repaid to the investor. The weighted average life of a class of
Certificates of a series will be influenced by the rate at which principal on
the Mortgage Loans is paid to such class, which may be in the form of scheduled
amortization or prepayments. For this purpose, the term "prepayment" includes
prepayments, in whole or in part, and liquidations due to default. Prepayments
on loans are also commonly measured relative to a prepayment standard or model,
such as the Constant Prepayment Rate ("CPR") prepayment model or the Standard
Prepayment Assumption ("SPA") prepayment model, each as described below. CPR
represents a constant assumed rate of prepayment each month relative to the then
outstanding principal balance of a pool of loans for the life of such loans. SPA
represents an assumed rate of prepayment each month relative to the then
outstanding principal balance of a pool of loans. A prepayment assumption of
100% of SPA assumes prepayment rates of 0.2% per annum of the then outstanding
principal balance of such loans in the first month of the life of the loans and
an additional 0.2% per annum in each month thereafter until the thirtieth month.
Beginning in the thirtieth month and in each month thereafter during the life of
the loans, 100% of SPA assumes a constant prepayment rate of 6% per annum each
month.
Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of loans, including the Mortgage
Loans underlying or comprising the Mortgage Assets. Moreover, CPR and SPA were
developed based upon historical prepayment experience for single-family loans.
Thus, it is likely
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that prepayment of any Mortgage Loans comprising or underlying the Mortgage
Assets for any series will not conform to any particular level of CPR or SPA.
The Depositor is not aware of any meaningful publicly available prepayment
statistics for multifamily or commercial mortgage loans.
The prospectus supplement with respect to each series of Certificates will
contain tables, if applicable, setting forth the projected weighted average life
of each class of Offered Certificates of such series and the percentage of the
initial Certificate Balance of each such class that would be outstanding on
specified Distribution Dates based on the assumptions stated in such prospectus
supplement, including assumptions that prepayments on the Mortgage Loans
comprising or underlying the related Mortgage Assets are made at rates
corresponding to various percentages of CPR, SPA or at such other rates
specified in such prospectus supplement. Such tables and assumptions are
intended to illustrate the sensitivity of weighted average life of the
Certificates to various prepayment rates and will not be intended to predict or
to provide information that will enable investors to predict the actual weighted
average life of the Certificates. It is unlikely that prepayment of any Mortgage
Loans comprising or underlying the Mortgage Assets for any series will conform
to any particular level of CPR, SPA or any other rate specified in the related
prospectus supplement.
OTHER FACTORS AFFECTING WEIGHTED AVERAGE LIFE
Type of Mortgage Loan. Some Mortgage Loans may have balloon payments due
at maturity, and because the ability of a mortgagor to make a balloon payment
typically will depend upon its ability either to refinance the loan or to sell
the related Mortgaged Property, there is a risk that a Mortgage Loan having a
balloon payment provision may default at maturity, or that the servicer may
extend the maturity of such a Mortgage Loan in connection with a workout. In the
case of defaults, recovery of proceeds may be delayed by, among other things,
bankruptcy of the mortgagor or adverse conditions in the market where the
property is located. In order to minimize losses on defaulted Mortgage Loans,
the servicer may, to the extent and under the circumstances set forth in the
related prospectus supplement, be permitted to modify Mortgage Loans that are in
default or as to which a payment default is imminent. Any defaulted balloon
payment or modification that extends the maturity of a Mortgage Loan will tend
to extend the weighted average life of the Certificates, thereby lengthening the
period of time elapsed from the date of issuance of a Certificate until it is
retired.
Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the Mortgage Loans that are foreclosed in relation to the
number and principal amount of Mortgage Loans that are repaid in accordance with
their terms will affect the weighted average life of those Mortgage Loans and
that of the related series of Certificates. Servicing decisions made with
respect to the Mortgage Loans, including the use of payment plans prior to a
demand for acceleration and the restructuring of Mortgage Loans in bankruptcy
proceedings, may also have an effect upon the payment patterns of particular
Mortgage Loans and thus the weighted average life of the Certificates.
Due-on-Sale and Due-on-Encumbrance Clauses. Acceleration of mortgage
payments as a result of specific transfers of or the creation of encumbrances
upon underlying Mortgaged Property is another factor affecting prepayment rates
that may not be reflected in the prepayment standards or models used in the
relevant prospectus supplement. A number of the Mortgage Loans may include
due-on-sale clauses or due-on-encumbrance clauses that allow the holder of the
Mortgage Loans to demand payment in full of the remaining principal balance of
the Mortgage Loans upon sale or other transfers of or the creation of
encumbrances upon the related Mortgaged Property. With respect to any Whole
Loans, unless otherwise provided in the related prospectus supplement, the
Master Servicer, on behalf of the Trust Fund, will be required to exercise, or
waive its right to exercise, any such right that the Trustee may have as
mortgagee to accelerate payment of the Whole Loan in a manner consistent with
the servicing standard specified in the related prospectus supplement or, if no
such standard is specified, consistent with the Master Servicer's normal
servicing practices. See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale
and Due-on-Encumbrance" and "Description of the Agreements--Due-on-Sale and
Due-on-Encumbrance Provisions".
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Single Mortgage Loan or Single Mortgagor. The Mortgage Assets in a
particular Trust Fund may consist of a single Mortgage Loan or obligations of a
single mortgagor or related mortgagors as specified in the related prospectus
supplement. Assumptions used with respect to the prepayment standards or models
based upon analysis of the behavior of mortgage loans in a larger group will not
necessarily be relevant in determining prepayment experience on a single
Mortgage Loan or with respect to a single mortgagor.
NEGATIVE AMORTIZATION
The weighted average life of a class of Certificates can be affected by
Mortgage Loans that permit negative amortization to occur. To the extent that
deferred interest is added to the principal balance of any of such Mortgage
Loans, future interest accruals are computed on that higher principal balance
and less of the scheduled payment is available to amortize the unpaid principal
over the remaining amortization term of the Mortgage Loan. Accordingly, the
weighted average lives of those Mortgage Loans, and the weighted average lives
of the classes of Certificates to which any of that negative amortization is
allocated, will increase. During a period of declining interest rates, the
portion of each scheduled payment in excess of the scheduled interest and
principal due will be applied to reduce the outstanding principal balance of the
related Mortgage Loan, thereby resulting in accelerated amortization of such
Mortgage Loan. Any such acceleration in amortization of its principal balance
will shorten the weighted average life of such Mortgage Loan and,
correspondingly, the weighted average lives of Certificates entitled to
principal payments.
THE DEPOSITOR
Salomon Brothers Mortgage Securities VII, Inc. (the "Depositor") was
incorporated in the State of Delaware on January 27, 1987 as an indirect
wholly-owned subsidiary of Salomon Smith Barney Holdings Inc and is an affiliate
of Salomon Smith Barney Inc. The Depositor was organized for the purpose of
serving as a private secondary mortgage market conduit. The Depositor maintains
its principal office at 388 Greenwich Street, New York, New York 10013. Its
telephone number is (212) 816-6000.
The Depositor does not have, nor is it expected in the future to have, any
significant assets.
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Certificates of each series, including any class of Certificates not
offered hereby, will represent the entire beneficial ownership interest in the
Trust Fund created under the related Agreement. Each series of Certificates will
consist of one or more classes of Certificates that may: (i) provide for the
accrual of interest thereon based on fixed, variable or adjustable rates; (ii)
be senior (collectively, "Senior Certificates") or subordinate (collectively,
"Subordinate Certificates") to one or more other classes of Certificates in
respect of some or all distributions on the Certificates; (iii) be entitled to
principal distributions, with disproportionately low, nominal or no interest
distributions (collectively, "Stripped Principal Certificates"); (iv) be
entitled to interest distributions, with disproportionately low, nominal or no
principal distributions (collectively, "Stripped Interest Certificates"); (v)
provide for distributions of accrued interest thereon commencing only following
the occurrence of specific events, such as the retirement of one or more other
classes of Certificates of such series (collectively, "Accrual Certificates");
(vi) provide for distributions of principal sequentially, or based on specified
payment schedules or other methodologies, to the extent of available funds;
and/or (vii) provide for cash distributions based on available funds
(collectively, "Spread Certificates"), in each case as described in the related
prospectus supplement. Any such classes may include classes of Offered
Certificates.
Unless otherwise provided in the related prospectus supplement, each class
of Offered Certificates of a series will be issued in minimum denominations
corresponding to the Certificate Balances or, in case of Stripped Interest
Certificates, notional amounts specified in such prospectus supplement. The
transfer of
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any Offered Certificates may be registered and such Certificates may be
exchanged without the payment of any service charge payable in connection with
such registration of transfer or exchange, but the Depositor or the Trustee or
any agent of the Depositor or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge. One or more classes of
Certificates of a series may be issued in definitive form ("Definitive
Certificates") or in book-entry form ("Book-Entry Certificates"), as provided in
the related prospectus supplement. Definitive Certificates will be exchangeable
for other Certificates of the same class and series of a like aggregate
Certificate Balance or notional amount but of different authorized
denominations. See "Risk Factors" and "Description of the
Certificates--Book-Entry Registration and Definitive Certificates".
DISTRIBUTIONS
Distributions on the Certificates of each series will be made by or on
behalf of the Trustee or the Master Servicer on each date as specified in the
related prospectus supplement (the "Distribution Date"), which may be monthly,
quarterly, semi-annually or at some other interval, only from the assets of the
related Trust Fund, to the extent of the Available Distribution Amount for such
series and such Distribution Date, except as otherwise provided in the related
prospectus supplement. Except as otherwise specified in the related prospectus
supplement, distributions, other than the final distribution, will be made to
the persons in whose names the Certificates are registered at the close of
business on the last business day of the month preceding the month in which the
Distribution Date occurs (the "Record Date"), and the amount of each
distribution will be determined as of the close of business on the date
specified in the related prospectus supplement (the "Determination Date"). All
distributions with respect to each class of Certificates on each Distribution
Date will be allocated pro rata among the outstanding Certificates in such
class. Payments will be made either:
- by wire transfer in immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if
1. the Certificateholder has so notified the Trustee or other person
required to make such payments no later than the date specified in the
related prospectus supplement, and
2. if so provided in the related prospectus supplement, holds Certificates
in the requisite amount or denomination specified in the related
prospectus supplement; or
- by check mailed to the address of the person entitled thereto as it
appears on the Certificate Register;
provided, however, that the final distribution in retirement of any class of
Certificates, whether Definitive Certificates or Book-Entry Certificates, will
be made only upon presentation and surrender of the Certificates at the location
specified in the notice to Certificateholders of such final distribution.
AVAILABLE DISTRIBUTION AMOUNT
All distributions on the Certificates of each series on each Distribution
Date will be made from the Available Distribution Amount described below, in
accordance with the terms described in the related prospectus supplement. Unless
provided otherwise in the related prospectus supplement, the "Available
Distribution Amount" for each Distribution Date will equal the sum of the
following amounts:
- the total amount of all cash on deposit in the related Certificate
Account as of the corresponding Determination Date, exclusive of:
1. all scheduled payments of principal and interest collected but due on a
date subsequent to the related Due Period (unless the related
prospectus supplement provides otherwise, a "Due Period" with respect
to any Distribution Date will commence on the second day of the month
in which the immediately preceding Distribution Date occurs, or the day
after the Cut-off Date in the case of the first Due Period, and will
end on the first day of the month of the related Distribution Date),
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2. all prepayments, together with related payments of the interest thereon
and related Prepayment Premiums, Liquidation Proceeds, Insurance
Proceeds and other unscheduled recoveries received subsequent to the
related Prepayment Period, as defined in the related prospectus
supplement, and
3. all amounts in the Certificate Account that are due or reimbursable to
the Depositor, the Trustee, a Mortgage Asset Seller, a Sub-Servicer or
the Master Servicer or that are payable in respect of some expenses of
the related Trust Fund;
- if the related prospectus supplement so provides, interest or investment
income on amounts on deposit in the Certificate Account, including any
net amounts paid under any Cash Flow Agreements;
- all advances made by a Master Servicer with respect to such Distribution
Date;
- if and to the extent the related prospectus supplement so provides,
amounts paid by a Master Servicer with respect to interest shortfalls
resulting from prepayments during the related Prepayment Period; and
- to the extent not on deposit in the related Certificate Account as of the
corresponding Determination Date, any amounts collected under, from or in
respect of any Credit Support with respect to such Distribution Date.
As described below, the entire Available Distribution Amount will be
distributed to the holders of the related Certificates, including any
Certificates not offered hereby, on each Distribution Date, and accordingly will
be released from the Trust Fund and will not be available for any future
distributions.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of Certificates, other than various classes of Stripped
Principal Certificates and Spread Certificates that have no Pass-Through Rate,
will accrue interest thereon based on a rate (the "Pass-Through Rate"), which
may be a fixed, variable or adjustable. The related prospectus supplement will
specify the Pass-Through Rate for each class or, in the case of a variable or
adjustable Pass-Through Rate, the method for determining the Pass-Through Rate.
Unless otherwise specified in the related prospectus supplement, interest on the
Certificates will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.
Distributions of interest in respect of the Certificates of any class will
be made on each Distribution Date, other than any class of Accrual Certificates,
which will be entitled to distributions of accrued interest commencing only on
the Distribution Date, or under the circumstances, specified in the related
prospectus supplement, and any class of Stripped Principal Certificates and
Spread Certificates that are not entitled to any distributions of interest,
based on the Accrued Certificate Interest for such class and such Distribution
Date, subject to the sufficiency of the portion of the Available Distribution
Amount allocable to such class on such Distribution Date. Prior to the time
interest is distributable on any class of Accrual Certificates, the amount of
Accrued Certificate Interest otherwise distributable on such class will be added
to its Certificate Balance on each Distribution Date. With respect to each class
of Certificates, other than various classes of Stripped Interest Certificates
and Spread Certificates, for each Distribution Date, "Accrued Certificate
Interest" will be equal to interest accrued for a specified period on the
outstanding Certificate Balance of that class immediately prior to the
Distribution Date, at the applicable Pass-Through Rate, reduced as described
below. Unless otherwise provided in the related prospectus supplement, Accrued
Certificate Interest on Stripped Interest Certificates will be equal to interest
accrued for a specified period on the outstanding notional amount of those
Stripped Interest Certificates immediately prior to each Distribution Date, at
the applicable Pass-Through Rate, reduced as described below. The method of
determining the notional amount for any class of Stripped Interest Certificates
will be described in the related prospectus supplement. Reference to the
notional amount is solely for convenience in making calculations and does not
represent the right to receive any distributions of principal. Unless otherwise
provided in the related prospectus supplement, the Accrued Certificate Interest
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on a series of Certificates will be reduced in the event of prepayment interest
shortfalls, which are shortfalls in collections of interest for a full accrual
period resulting from prepayments prior to the due date in such accrual period
on the Mortgage Loans comprising or underlying the Mortgage Assets in the Trust
Fund for such series. The particular manner in which such shortfalls are to be
allocated among some or all of the classes of Certificates of that series will
be specified in the related prospectus supplement. The related prospectus
supplement will also describe the extent to which the amount of Accrued
Certificate Interest that is otherwise distributable on or, in the case of
Accrual Certificates, that may otherwise be added to the Certificate Balance of,
a class of Offered Certificates may be reduced as a result of any other
contingencies, including delinquencies, losses and deferred interest on or in
respect of the Mortgage Assets in the related Trust Fund. Unless otherwise
provided in the related prospectus supplement, any reduction in the amount of
Accrued Certificate Interest otherwise distributable on a class of Certificates
by reason of the allocation to such class of a portion of any deferred interest
on or in respect of the Mortgage Assets in the related Trust Fund will result in
a corresponding increase in the Certificate Balance of such class. See "Risk
Factors" and "Yield Considerations".
DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES
The Certificates of each series, other than various classes of Stripped
Interest Certificates and Spread Certificates, will have a stated principal
amount (a "Certificate Balance") which, at any time, will equal the then maximum
amount that the holder will be entitled to receive in respect of principal out
of the future cash flow on the Mortgage Assets and other assets included in the
related Trust Fund. The outstanding Certificate Balance of a Certificate will be
reduced to the extent of distributions of principal thereon from time to time
and, if and to the extent so provided in the related prospectus supplement, by
the amount of losses incurred in respect of the related Mortgage Assets, may be
increased in respect of deferred interest on the related Mortgage Loans to the
extent provided in the related prospectus supplement and, in the case of Accrual
Certificates prior to the Distribution Date on which distributions of interest
are required to commence, will be increased by the amount of any Accrued
Certificate Interest accrued thereon. The initial aggregate Certificate Balance
of all classes of Certificates of a series will not be greater than the
outstanding aggregate principal balance of the related Mortgage Assets as of,
unless the related prospectus supplement provides otherwise, the close of
business on the first day of the month of the formation of the related Trust
Fund (the "Cut-off Date"), after application of scheduled payments due on or
before such date whether or not received. The initial aggregate Certificate
Balance of a series and each class of that series will be specified in the
related prospectus supplement. Unless otherwise provided in the related
prospectus supplement, distributions of principal will be made on each
Distribution Date to the class or classes of Certificates entitled to those
distributions, in accordance with the provisions described in that prospectus
supplement until the Certificate Balance of such class has been reduced to zero.
DISTRIBUTIONS ON THE CERTIFICATES OF PREPAYMENT PREMIUMS OR IN RESPECT OF EQUITY
PARTICIPATIONS
If so provided in the related prospectus supplement, Prepayment Premiums or
payments in respect of Equity Participations that are collected on the Mortgage
Assets in the related Trust Fund will be distributed on each Distribution Date
to the class or classes of Certificates entitled thereto in accordance with the
provisions described in that prospectus supplement.
DISTRIBUTIONS IN RESPECT OF SPREAD CERTIFICATES
If so provided in the related prospectus supplement, a portion of the
Available Distribution Amount for the applicable series of Certificates may be
distributed on such date to one or more classes of Spread Certificates of such
series, in accordance with the provisions described in that prospectus
supplement.
ALLOCATION OF LOSSES AND SHORTFALLS
If so provided in the prospectus supplement for a series of Certificates
consisting of one or more classes of Subordinate Certificates, the amount of any
losses or shortfalls in collections on the Mortgage
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Assets will be borne first by a class of Subordinate Certificates in the
priority and manner, and subject to the limitations, specified in that
prospectus supplement. See "Description of Credit Support" for a description of
the types of protection that may be included in a Trust Fund against losses and
shortfalls on Mortgage Assets comprising such Trust Fund.
ADVANCES IN RESPECT OF DELINQUENCIES
With respect to any series of Certificates evidencing an interest in a
Trust Fund consisting of Mortgage Assets other than MBS or Tiered MBS, unless
otherwise provided in the related prospectus supplement, the Master Servicer
will be required as part of its servicing responsibilities to advance, on or
before each Distribution Date, from its own funds and/or funds held in the
Certificate Account that are not included in the Available Distribution Amount
for such Distribution Date, in an amount equal to the aggregate of payments of
principal, other than any balloon payments, and interest, net of related
servicing fees and Retained Interest, that were due on the Whole Loans in such
Trust Fund during the related Due Period and were delinquent on the related
Determination Date, subject to the Master Servicer's good faith determination
that such advances will be reimbursable from Related Proceeds (as defined
below). In the case of a series of Certificates that includes one or more
classes of Subordinate Certificates and if so provided in the related prospectus
supplement, the Master Servicer's advance obligation may be limited only to the
portion of such delinquencies necessary to make the required distributions on
one or more classes of Senior Certificates and/or may be subject to the Master
Servicer's good faith determination that such advances will be reimbursable not
only from Related Proceeds but also from collections on other Mortgage Assets
otherwise distributable on one or more classes of such Subordinate Certificates.
See "Description of Credit Support".
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of Certificates entitled
thereto, rather than to guarantee or insure against losses. Unless otherwise
provided in the related prospectus supplement, advances of the Master Servicer's
funds will be reimbursable only out of related recoveries on the Mortgage Loans,
including amounts received under any form of Credit Support, respecting which
such advances were made (as to any Mortgage Loan, "Related Proceeds") and, if so
provided in the prospectus supplement, out of any amounts otherwise
distributable on one or more classes of Subordinate Certificates of such series;
provided, however, that any such advance will be reimbursable from any amounts
in the Certificate Account prior to any distributions being made on the
Certificates to the extent that the Master Servicer shall determine in good
faith that such advance (a "Nonrecoverable Advance") will not ultimately be
recoverable from Related Proceeds or, if applicable, from collections on other
Mortgage Assets otherwise distributable on such Subordinate Certificates. If
advances have been made by the Master Servicer from excess funds in the
Certificate Account, the Master Servicer will be required to replace such funds
in the Certificate Account on any future Distribution Date to the extent that
funds in the Certificate Account on such Distribution Date are less than
payments required to be made to Certificateholders on such date. If so specified
in the related prospectus supplement, the obligation of the Master Servicer to
make advances may be secured by a cash advance reserve fund or a surety bond.
If applicable, information regarding the characteristics of, and the
identity of any obligor on, any such surety bond, will be set forth in the
related prospectus supplement.
If and to the extent so provided in the related prospectus supplement, the
Master Servicer will be entitled to receive interest at the rate specified in
the prospectus supplement on its outstanding advances and will be entitled to
pay itself such interest periodically from general collections on the Mortgage
Loans prior to any payment to Certificateholders or as otherwise provided in the
related Agreement and described in the prospectus supplement.
The prospectus supplement for any series of Certificates evidencing an
interest in a Trust Fund that includes MBS or Tiered MBS will describe any
corresponding advancing obligation of any person in connection with such MBS.
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REPORTS TO CERTIFICATEHOLDERS
With each distribution to holders of any class of Certificates of a series,
a Master Servicer or the Trustee, as provided in the related prospectus
supplement, will forward or cause to be forwarded to each such holder, to the
Depositor and to such other parties as may be specified in the related
Agreement, a statement that, unless otherwise specified in the related
prospectus supplement, will set forth, in each case to the extent applicable and
available:
- the amount of such distribution to holders of Certificates of such class
applied to reduce the Certificate Balance of such class;
- the amount of such distribution to holders of Certificates of such class
allocable to Accrued Certificate Interest;
- the amount, if any, of such distribution allocable to--
1. Prepayment Premiums, and
2. payments on account of Equity Participations;
- the amount of related servicing compensation received by a Master
Servicer, and, if payable directly out of the related Trust Fund, by any
Special Servicer and any Sub-Servicer, and such other customary
information as any such Master Servicer or the Trustee deems necessary or
desirable, or that a Certificateholder reasonably requests, to enable
Certificateholders to prepare their tax returns;
- the aggregate amount of advances included in such distribution, and the
aggregate amount of unreimbursed advances at the close of business on
such Distribution Date;
- the aggregate principal balance of the Mortgage Assets at the close of
business on such Distribution Date;
- the number and aggregate principal balance of Mortgage Loans in respect
of which--
1. one scheduled payment is delinquent,
2. two scheduled payments are delinquent,
3. three or more scheduled payments are delinquent, and
4. foreclosure proceedings have been commenced;
- with respect to each Mortgage Loan that is delinquent two or more
months--
1. the loan number of the Mortgage Loan,
2. the unpaid balance of the Mortgage Loan,
3. whether the delinquency is in respect of any balloon payment,
4. the aggregate amount of unreimbursed servicing expenses and
unreimbursed advances in respect of the Mortgage Loan,
5. if applicable, the aggregate amount of any interest accrued and payable
on related servicing expenses and related advances,
6. whether a notice of acceleration has been sent to the mortgagor and, if
so, the date of such notice,
7. whether foreclosure proceedings have been commenced and, if so, the
date so commenced, and
8. if such Mortgage Loan is more than three months delinquent and
foreclosure has not been commenced, the reason therefor;
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- with respect to any Mortgage Loan liquidated during the related Due
Period or Prepayment Period, as applicable, other than by payment in
full--
1. the loan number of the Mortgage Loan,
2. the manner in which it was liquidated,
3. the aggregate amount of Liquidation Proceeds received,
4. the portion of such Liquidation Proceeds payable or reimbursable to the
Master Servicer in respect of such Mortgage Loan, and
5. the amount of any loss to Certificateholders;
- with respect to each REO Property included in the Trust Fund as of the
end of the related Due Period or Prepayment Period, as applicable--
1. the loan number of the related Mortgage Loan,
2. the date of acquisition,
3. the book value,
4. the principal balance of the related Mortgage Loan immediately
following such Distribution Date, calculated as if such Mortgage Loan
were still outstanding taking into account limited modifications to the
terms of the Mortgage Loan specified in the Agreement,
5. the aggregate amount of unreimbursed servicing expenses and
unreimbursed advances in respect of the Mortgage Loan, and
6. if applicable, the aggregate amount of interest accrued and payable on
related servicing expenses and related advances;
- with respect to any such REO Property sold during the related Due Period
or Prepayment Period, as applicable--
1. the loan number of the related Mortgage Loan,
2. the aggregate amount of sale proceeds,
3. the portion of such sales proceeds payable or reimbursable to the
Master Servicer or a Special Servicer in respect of such REO Property
or the related Mortgage Loan, and
4. the amount of any loss to Certificateholders in respect of the related
Mortgage Loan;
- the aggregate Certificate Balance or notional amount, as the case may be,
of each class of Certificates, including any class of Certificates not
offered hereby, at the close of business on such Distribution Date,
separately identifying any reduction in such Certificate Balance due to
the allocation of any loss and increase in the Certificate Balance of a
class of Accrual Certificates in the event that Accrued Certificate
Interest has been added to such balance;
- the aggregate amount of principal prepayments made during the related
Prepayment Period;
- the amount deposited in the reserve fund, if any, on such Distribution
Date;
- the amount remaining in the reserve fund, if any, as of the close of
business on such Distribution Date;
- the aggregate unpaid Accrued Certificate Interest, if any, on each class
of Certificates at the close of business on such Distribution Date;
- in the case of Certificates with a variable Pass-Through Rate, the
Pass-Through Rate applicable to such Distribution Date, as calculated in
accordance with the method specified in the related prospectus
supplement;
- in the case of Certificates with an adjustable Pass-Through Rate, for
statements to be distributed in any month in which an adjustment date
occurs, the adjustable Pass-Through Rate applicable to the
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next succeeding Distribution Date as calculated in accordance with the
method specified in the related prospectus supplement;
- as to any series which includes Credit Support, the amount of coverage of
each instrument of that Credit Support as of the close of business on
such Distribution Date; and
- the aggregate amount of payments by the mortgagors of--
1. default interest,
2. late charges, and
3. assumption and modification fees collected during the related Due
Period or Prepayment Period, as applicable.
In the case of information described in the first four bullet points of the
prior paragraph, the amounts shall be expressed as a dollar amount per minimum
denomination of Certificates or for such other specified portion of
Certificates. The prospectus supplement for each series of Offered Certificates
will describe any additional information to be included in reports to the
holders of such Certificates.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer, if any, or the Trustee, as provided in the related prospectus
supplement, shall furnish to each person who at any time during the calendar
year was a holder of a Certificate a statement containing the information
described in the first four bullet points of the second preceding paragraph,
aggregated for such calendar year or for the applicable portion of such calendar
year during which such person was a Certificateholder. Such obligation of the
Master Servicer or the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Master
Servicer or the Trustee under any requirements of the Code as are from time to
time in force. See "Description of the Certificates--Book-Entry Registration and
Definitive Certificates".
If the Trust Fund for a series of Certificates includes MBS or Tiered MBS,
the related prospectus supplement will describe the contents of the statements
that will be forwarded to Certificateholders of that series in connection with
distributions made to them.
TERMINATION
The obligations created by the Agreement for each series of Certificates
will terminate upon the payment to Certificateholders of that series of all
amounts held in the Certificate Account or by the Master Servicer, if any, or
the Trustee and required to be paid to them under such Agreement following the
earlier of--
- the final payment or other liquidation of the last Mortgage Asset subject
thereto or the disposition of all property acquired upon foreclosure of
any Mortgage Loan subject thereto, and
- the purchase of all of the assets of the Trust Fund by the party entitled
to effect such termination, under the circumstances and in the manner set
forth in the related prospectus supplement.
In no event, however, will the trust created by the Agreement continue beyond
the date specified in such Agreement. Written notice of termination of the
Agreement will be given to each Certificateholder, and the final distribution
will be made only upon presentation and surrender of the Certificates at the
location to be specified in the notice of termination.
If so specified in the related prospectus supplement, a series of
Certificates may be subject to optional early termination through the repurchase
of the assets in the related Trust Fund by the party specified in the prospectus
supplement, under the circumstances and in the manner set forth in the
prospectus supplement. If so provided in the related prospectus supplement, upon
the reduction of the Certificate Balance of a specified class or classes of
Certificates by a specified percentage or amount, the party specified in the
prospectus supplement will solicit bids for the purchase of all assets of the
Trust Fund, or
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of a sufficient portion of such assets to retire such class or classes under the
circumstances and in the manner set forth in the prospectus supplement.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the related prospectus supplement, one or more classes of
the Offered Certificates of any series will be issued as Book-Entry
Certificates, and each such class will be represented by one or more single
Certificates registered in the name of the depository, The Depository Trust
Company ("DTC").
DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the UCC and a "clearing agency" registered
under the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for its participating organizations ("Participants") and facilitate
the clearance and settlement of securities transactions between Participants
through electronic book-entry changes in their accounts, thereby eliminating the
need for physical movement of certificates. Participants include Salomon Smith
Barney Inc., securities brokers and dealers, banks, trust companies and clearing
corporations and may include other organizations. Indirect access to the DTC
system also is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("Indirect Participants").
Unless otherwise provided in the related prospectus supplement, investors
that are not Participants or Indirect Participants but desire to purchase, sell
or otherwise transfer ownership of, or other interests in, Book-Entry
Certificates may do so only through Participants and Indirect Participants. In
addition, such investors ("Certificate Owners") will receive all distributions
on the Book-Entry Certificates through DTC and its Participants. Under a
book-entry format, Certificate Owners will receive payments after the related
Distribution Date because, while payments are required to be forwarded to DTC's
nominee, on each such date, DTC will forward such payments to its Participants
which thereafter will be required to forward them to Indirect Participants or
Certificate Owners. Unless otherwise provided in the related prospectus
supplement, the only "Certificateholder", as such term is used in the Agreement,
will be the nominee of DTC, and the Certificate Owners will not be recognized by
the Trustee as Certificateholders under the Agreement. Certificate Owners will
be permitted to exercise the rights of Certificateholders under the related
Agreement only indirectly through the Participants who in turn will exercise
their rights through DTC.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Book-Entry Certificates and is
required to receive and transmit distributions of principal of and interest on
the Book-Entry Certificates. Participants and Indirect Participants with which
Certificate Owners have accounts with respect to the Book-Entry Certificates
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective Certificate Owners.
Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and various banks, the ability of a Certificate
Owner to pledge its interest in the Book-Entry Certificates to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of its interest in the Book-Entry Certificates, may be limited due to
the lack of a physical certificate evidencing such interest.
DTC has advised the Depositor that it will take any action permitted to be
taken by a Certificateholder under an Agreement only at the direction of one or
more Participants to whose account with DTC interests in the Book-Entry
Certificates are credited.
Unless otherwise specified in the related prospectus supplement,
Certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or its
nominee only if: (i) the Depositor advises the Trustee in writing that DTC is no
longer willing or able to properly discharge its responsibilities as depository
with respect to the Certificates and the
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Depositor is unable to locate a qualified successor, or (ii) the Depositor, at
its option, elects to terminate the book-entry system through DTC.
Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Definitive Certificates for the Certificate Owners.
Upon surrender by DTC of the certificate or certificates representing the
Book-Entry Certificates, together with instructions for re-registration, the
Trustee will issue, or cause to be issued, to the Certificate Owners identified
in such instructions the Definitive Certificates to which they are entitled, and
thereafter the Trustee will recognize the holders of such Definitive
Certificates as Certificateholders under the Agreement.
DESCRIPTION OF THE AGREEMENTS
The Certificates of each series evidencing interests in a Trust Fund
consisting of Mortgage Loans will be issued under a Pooling and Servicing
Agreement among the Depositor, a Master Servicer, any Special Servicer appointed
as of the date of the Pooling and Servicing Agreement and the Trustee. The
Certificates of each series evidencing interests in a Trust Fund consisting
exclusively of MBS and/or Tiered MBS will be issued under a Trust Agreement
between the Depositor and a Trustee. Each Pooling and Servicing Agreement and
Trust Agreement is an "Agreement". Any Master Servicer, any such Special
Servicer and the Trustee with respect to any series of Certificates will be
named in the related prospectus supplement. The provisions of each Agreement
will vary depending upon the nature of the Certificates to be issued thereunder
and the nature of the related Trust Fund. A form of a Pooling and Servicing
Agreement has been filed as an exhibit to the Registration Statement of which
this prospectus is a part. The following summaries describe various provisions
that may appear in each Agreement. The prospectus supplement for a series of
Certificates will describe any provision of the Agreement relating to such
series that materially differs from the description of the Agreement contained
in this prospectus. The summaries do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all of the provisions
of the Agreement for each Trust Fund and the description of such provisions in
the related prospectus supplement. As used in this prospectus with respect to
any series, the term "Certificate" refers to all of the Certificates of that
series, whether or not offered hereby and by the related prospectus supplement,
unless the context otherwise requires. The Depositor will provide a copy of the
Agreement, without exhibits, relating to any series of Certificates without
charge upon written request of a holder of a Certificate of such series
addressed to Salomon Brothers Mortgage Securities VII, Inc., 388 Greenwich
Street, New York, New York 10013. Attention: Secretary.
ASSIGNMENT OF MORTGAGE ASSETS; REPURCHASES
At the time of issuance of any series of Certificates, the Depositor will
assign, or cause to be assigned, to the designated Trustee the Mortgage Assets
to be included in the related Trust Fund, together with all principal and
interest to be received on or with respect to such Mortgage Assets after the
Cut-off Date, other than principal and interest due on or before the Cut-off
Date and other than any Retained Interest. The Trustee will, concurrently with
such assignment, deliver the Certificates to the Depositor in exchange for the
Mortgage Assets and the other assets comprising the Trust Fund for such series.
Each Mortgage Asset will be identified in a schedule appearing as an exhibit to
the related Agreement. Unless otherwise provided in the related prospectus
supplement, such schedule will include detailed information: (i) in respect of
each Mortgage Loan included in the related Trust Fund, including without
limitation, the address of the related Mortgaged Property and type of such
property, the Mortgage Rate and, if applicable, the applicable index, margin,
adjustment date and any rate cap information, the original and remaining term to
maturity, the original and outstanding principal balance and balloon payment, if
any, and payment and prepayment provisions, if applicable, and (ii) in respect
of each MBS and Tiered MBS included in the related Trust Fund, including without
limitation, the MBS Issuer, MBS Servicer and MBS Trustee, the pass-through or
bond rate or formula for determining such rate, the issue date and original and
remaining term to maturity, if applicable, the original and outstanding
principal amount and payment provisions, if applicable.
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With respect to each Whole Loan, the Depositor will deliver or cause to be
delivered to the Trustee, or to a custodian appointed by the Trustee, various
loan documents, which unless otherwise specified in the related prospectus
supplement will include the original Mortgage Note endorsed, without recourse,
to the order of the Trustee, the original Mortgage, or a certified copy of the
Mortgage, with evidence of recording indicated thereon, and an assignment of the
Mortgage to the Trustee in recordable form. Unless otherwise provided in the
related prospectus supplement, the related Agreement will require that the
Depositor or other party thereto promptly cause each such assignment of Mortgage
to be recorded in the appropriate public office for real property records,
except in the State of California or in other states where, in the opinion of
counsel acceptable to the Trustee, such recording is not required to protect the
Trustee's interest in the related Whole Loan against the claim of any subsequent
transferee or any successor to or creditor of the Depositor, the Master
Servicer, the relevant Mortgage Asset Seller or any other prior holder of the
Whole Loan.
The Trustee, or a custodian appointed by it, will review such Whole Loan
documents within a specified period of days after receipt of those documents.
The Trustee, or a custodian appointed by it, will hold those documents in trust
for the benefit of the related Certificateholders. Unless otherwise specified in
the related prospectus supplement, if any such document is found to be missing
or defective in any material respect, the Trustee, or a custodian appointed by
it, will be required promptly to notify the Master Servicer and the Depositor,
and the Master Servicer shall immediately notify the relevant Mortgage Asset
Seller. If the Mortgage Asset Seller cannot cure the omission or defect within a
specified number of days after receipt of such notice, then unless otherwise
specified in the related prospectus supplement, the Mortgage Asset Seller will
be obligated, within a specified number of days of receipt of such notice, to
repurchase the related Whole Loan from the Trustee at the Purchase Price or
substitute for such Mortgage Loan. There can be no assurance that a Mortgage
Asset Seller will fulfill this repurchase or substitution obligation, and
neither the Master Servicer nor the Depositor will be obligated to repurchase or
substitute for such Mortgage Loan if the Mortgage Asset Seller defaults on its
obligation. Unless otherwise specified in the related prospectus supplement,
this repurchase or substitution obligation constitutes the sole remedy available
to the Certificateholders or the Trustee for omission of, or a material defect
in, a constituent document.
With respect to each MBS and Tiered MBS, the Depositor will deliver or
cause to be delivered to the Trustee, or a custodian appointed by it, the
original certificate or other definitive evidence of the MBS or Tiered MBS,
together with bond power or other instruments, certifications or documents
required to transfer fully the MBS or Tiered MBS to the Trustee for the benefit
of the Certificateholders in accordance with the related MBS Agreement. Unless
otherwise provided in the related prospectus supplement, the related Agreement
will require that either the Depositor or the Trustee promptly cause the MBS or
Tiered MBS to be re-registered, with the applicable persons, in the name of the
Trustee.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
Unless otherwise provided in the related prospectus supplement, the
Depositor, or a Mortgage Asset Seller or affiliate as described below, will,
with respect to each Whole Loan constituting a Mortgage Asset in the related
Trust Fund, make or assign various representations and warranties, as of a
specified date (the person making such representations and warranties, the
"Warranting Party") covering, by way of example, the following types of matters:
- the accuracy of the information set forth for such Whole Loan on the
schedule of Mortgage Assets appearing as an exhibit to the related
Agreement;
- the existence of title insurance insuring the lien priority of the Whole
Loan;
- the authority of the Warranting Party to sell the Whole Loan;
- the payment status of the Whole Loan and the status of payments of taxes,
assessments and other charges affecting the related Mortgaged Property;
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- the existence of customary provisions in the related Mortgage Note and
Mortgage to permit realization against the Mortgaged Property of the
benefit of the security of the Mortgage; and
- the existence of hazard and extended perils insurance coverage on the
Mortgaged Property.
Any Warranting Party, if other than the Depositor, will be a Mortgage Asset
Seller or an affiliate of a Mortgage Asset Seller or such other person
acceptable to the Depositor and will be identified in the related prospectus
supplement.
Representations and warranties made in respect of a Whole Loan may have
been made as of a date prior to the applicable Cut-off Date. A substantial
period of time may have elapsed between such date and the date of initial
issuance of the related series of Certificates evidencing an interest in such
Whole Loan. Unless otherwise specified in the related prospectus supplement, in
the event of a breach of any such representation or warranty, the Warranting
Party will be obligated to cure such breach or repurchase or replace the
affected Whole Loan as described below. Since the representations and warranties
may not address events that may occur following the date as of which they were
made, the Warranting Party will have a cure, repurchase or substitution
obligation in connection with a breach of such a representation and warranty
only if the relevant event that causes such breach occurs prior to such date.
Such party would have no such obligations if the relevant event that causes such
breach occurs after such date. However, the Depositor will not include any Whole
Loan in the Trust Fund for any series of Certificates if anything has come to
the Depositor's attention that would cause it to believe that the
representations and warranties made in respect of such Whole Loan will not be
accurate and complete in all material respects as of the date of initial
issuance of the related series of Certificates.
Unless otherwise provided in the related prospectus supplement, each
Agreement will provide that the Master Servicer and/or Trustee will be required
to notify promptly the relevant Warranting Party of any breach of any
representation or warranty made by it in respect of a Whole Loan that materially
and adversely affects the value of, or the interests of the Certificateholders
in such Whole Loan. If such Warranting Party cannot cure such breach within a
specified period following the date on which such party was notified of such
breach, then such Warranting Party will be obligated to repurchase such Mortgage
Loan from the Trustee within a specified period from the date on which the
Warranting Party was notified of such breach, at the Purchase Price therefor. As
to any Whole Loan, unless otherwise specified in the related prospectus
supplement, the "Purchase Price" is equal to the sum of the unpaid principal
balance of the Whole Loan, plus unpaid accrued interest on the Whole Loan at the
related Mortgage Rate from the date as to which interest was last paid to the
due date in the Prepayment Period in which the relevant purchase is to occur,
plus any related servicing expenses that are reimbursable to the Master
Servicer. If so provided in the prospectus supplement for a series, a Warranting
Party, rather than repurchase a Mortgage Loan as to which a breach has occurred,
will have the option, within a specified period after initial issuance of such
series of Certificates, to cause the removal of such Mortgage Loan from the
Trust Fund and substitute in its place one or more other Whole Loans, in
accordance with the standards described in the related prospectus supplement.
Unless otherwise specified in the related prospectus supplement, this repurchase
or substitution obligation will constitute the sole remedy available to holders
of Certificates or the Trustee for a breach of representation by a Warranting
Party.
Neither the Depositor, except to the extent that it is the Warranting
Party, nor the Master Servicer will be obligated to purchase or substitute for a
Whole Loan if a Warranting Party defaults on its obligation to do so, and no
assurance can be given that Warranting Parties will carry out such obligations
with respect to Whole Loans.
With respect to a Trust Fund that includes MBS or Tiered MBS, the related
prospectus supplement will describe any representations or warranties made or
assigned by the Depositor with respect to such MBS or Tiered MBS, the person
making them and the remedies for a breach of those representations and
warranties.
A Master Servicer will make various representations and warranties
regarding its authority to enter into, and its ability to perform its
obligations under, the related Agreement. Unless otherwise provided in
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the related prospectus supplement, a breach of any such representation of the
Master Servicer which materially and adversely affects the interests of the
Certificateholders and which continues unremedied for sixty days after the
giving of written notice of such breach to the Master Servicer by the Trustee or
the Depositor, or to the Master Servicer, the Depositor and the Trustee by the
holders of Certificates evidencing not less than 25% of the voting rights for
the related series, will constitute an Event of Default. See "--Events of
Default" and "--Rights Upon Event of Default".
CERTIFICATE ACCOUNT
General. The Master Servicer, if any, and/or the Trustee will, as to each
Trust Fund, establish and maintain or cause to be established and maintained one
or more separate accounts for the collection of payments on the related Mortgage
Assets (collectively, the "Certificate Account"), which must be either--
- an account or accounts the deposits in which are insured by the Bank
Insurance Fund or the Savings Association Insurance Fund of the Federal
Deposit Insurance Corporation ("FDIC"), to the limits established by the
FDIC, and the uninsured deposits in which are otherwise secured such that
the Certificateholders have a claim with respect to the funds in the
Certificate Account or a perfected first priority security interest
against any collateral securing such funds that is superior to the claims
of any other depositors or general creditors of the institution with
which the Certificate Account is maintained, or
- otherwise maintained with a bank or trust company, and in a manner,
satisfactory to the Rating Agency or Agencies rating any class of
Certificates of such series.
The collateral eligible to secure amounts in the Certificate Account is limited
to United States government securities and other investment grade obligations
specified in the Agreement ("Permitted Investments"). A Certificate Account may
be maintained as an interest bearing or a non-interest bearing account and the
funds held in a Certificate Account may be invested pending each succeeding
Distribution Date in specified short-term Permitted Investments. Unless
otherwise provided in the related prospectus supplement, any interest or other
income earned on funds in the Certificate Account will be paid to a Master
Servicer or its designee as additional servicing compensation. The Certificate
Account may be maintained with an institution that is an affiliate of the Master
Servicer, if applicable, provided that such institution meets the standards
imposed by the Rating Agency or Agencies. If permitted by the Rating Agency or
Agencies and so specified in the related prospectus supplement, a Certificate
Account may contain funds relating to more than one series of mortgage
pass-through certificates and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced or master serviced
by it on behalf of others.
Deposits. A Master Servicer or the Trustee will deposit or cause to be
deposited in the Certificate Account for each Trust Fund on a daily basis,
unless otherwise provided in the related Agreement and described in the related
prospectus supplement, the following payments and collections received, or
advances made, by the Master Servicer or the Trustee or on its behalf subsequent
to the Cut-off Date, other than payments due on or before the Cut-off Date, and
exclusive of any amounts representing a Retained Interest:
1. all payments on account of principal, including principal
prepayments, on the Mortgage Assets;
2. all payments on account of interest on the Mortgage Assets,
including any default interest collected, in each case net of any portion
of that interest retained by a Master Servicer or a Sub-Servicer as its
servicing compensation and net of any Retained Interest;
3. all proceeds received under the hazard, title or other insurance
policies to be maintained in respect of each Mortgaged Property securing a
Mortgage Loan in the Trust Fund, and all proceeds received in connection
with the full or partial condemnation of a Mortgaged Property, in any event
to the extent those proceeds are not applied to the restoration of the
property or released to the
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mortgagor in accordance with the normal servicing procedures of a Master
Servicer or the related Sub-Servicer, subject to the terms and conditions
of the related Mortgage and Mortgage Note ("Insurance Proceeds" and
"Condemnation Proceeds", respectively); and
4. all amounts received and retained in connection with the
liquidation of defaulted Mortgage Loans in the Trust Fund, by foreclosure
or otherwise ("Liquidation Proceeds"), together with the net proceeds on a
monthly basis with respect to any Mortgaged Properties acquired for the
benefit of Certificateholders by foreclosure or by deed in lieu of
foreclosure or otherwise;
5. any amounts paid under any instrument or drawn from any fund that
constitutes Credit Support for the related series of Certificates as
described under "Description of Credit Support";
6. any advances made as described under "Description of the
Certificates--Advances in Respect of Delinquencies";
7. any amounts paid under any Cash Flow Agreement, as described under
"Description of the Trust Funds--Cash Flow Agreements";
8. all proceeds of any Mortgage Loan, or any property acquired in
respect of that Mortgage Loan, purchased by the Depositor, any Mortgage
Asset Seller or any other specified person as described under "--Assignment
of Mortgage Assets; Repurchases" and "--Representations and Warranties;
Repurchases", all proceeds of any defaulted Mortgage Loan purchased as
described under "--Realization Upon Defaulted Whole Loans", and all
proceeds of any Mortgage Asset purchased as described under "Description of
the Certificates--Termination" (also, "Liquidation Proceeds");
9. any amounts paid by a Master Servicer to cover interest shortfalls
arising out of the prepayment of Mortgage Loans in the Trust Fund as
described under "Description of the Agreements--Retained Interest;
Servicing Compensation and Payment of Expenses";
10. to the extent that any such item does not constitute additional
servicing compensation to a Master Servicer, any payments on account of
modification or assumption fees, late payment charges, Prepayment Premiums
or Equity Participations on the Mortgage Assets;
11. all payments required to be deposited in the Certificate Account
with respect to any deductible clause in any blanket insurance policy
described under "--Hazard Insurance Policies";
12. any amount required to be deposited by a Master Servicer or the
Trustee in connection with losses realized on investments for the benefit
of the Master Servicer or the Trustee, as the case may be, of funds held in
the Certificate Account; and
13. any other amounts required to be deposited in the Certificate
Account as provided in the related Agreement and described in the related
prospectus supplement.
Withdrawals. A Master Servicer or the Trustee may, from time to time,
unless otherwise provided in the related Agreement and described in the related
prospectus supplement, make withdrawals from the Certificate Account for each
Trust Fund for any of the following purposes:
1. to make distributions to the Certificateholders on each
Distribution Date;
2. to reimburse a Master Servicer for unreimbursed amounts advanced as
described under "Description of the Certificates--Advances in Respect of
Delinquencies," such reimbursement to be made out of amounts received which
were identified and applied by the Master Servicer as late collections of
interest, net of related servicing fees and Retained Interest, on and
principal of the particular Mortgage Loans with respect to which the
advances were made or out of amounts drawn under any form of Credit Support
with respect to such Mortgage Loans;
3. to reimburse a Master Servicer for unpaid servicing fees earned and
unreimbursed servicing expenses incurred with respect to Mortgage Loans in
the Trust Fund and properties acquired in respect of any of those Mortgage
Loans, such reimbursement to be made out of amounts that represent
Liquidation Proceeds and Insurance Proceeds collected on the particular
Mortgage Loans
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and properties, and net income collected on the particular properties, with
respect to which such fees were earned or such expenses were incurred or
out of amounts drawn under any form of Credit Support with respect to such
Mortgage Loans and properties;
4. to reimburse a Master Servicer for any advances described in clause
2. above and any servicing expenses described in clause 3. above which, in
the Master Servicer's good faith judgment, will not be recoverable from the
amounts described in clauses 2. and 3., respectively, such reimbursement to
be made from amounts collected on other Mortgage Assets or, if and to the
extent so provided by the related Agreement and described in the related
prospectus supplement, just from that portion of amounts collected on other
Mortgage Assets that is otherwise distributable on one or more classes of
Subordinate Certificates of the related series;
5. if and to the extent described in the related prospectus
supplement, to pay a Master Servicer interest accrued on the advances
described in clause 2. above and the servicing expenses described in clause
3. above while such remain outstanding and unreimbursed;
6. to pay for costs and expenses incurred by the Trust Fund for
environmental site assessments with respect to, and for containment,
clean-up or remediation of hazardous wastes and materials on, Mortgaged
Properties securing defaulted Mortgage Loans in the Trust Fund as described
under "--Realization Upon Defaulted Whole Loans";
7. to reimburse a Master Servicer, the Depositor, or any of their
respective directors, officers, employees and agents, as the case may be,
for various expenses, costs and liabilities incurred thereby, as and to the
extent described under "-- Certain Matters Regarding a Master Servicer and
the Depositor";
8. if and to the extent described in the related prospectus
supplement, to pay, or to transfer to a separate account for purposes of
escrowing for the payment of, the Trustee's fees;
9. to reimburse the Trustee or any of its directors, officers,
employees and agents, as the case may be, for various expenses, costs and
liabilities incurred thereby, as and to the extent described under
"--Certain Matters Regarding the Trustee";
10. to pay a Master Servicer, as additional servicing compensation,
interest and investment income earned in respect of amounts held in the
Certificate Account;
11. to pay the person entitled thereto any amounts deposited in the
Certificate Account that were identified and applied by the Master Servicer
as recoveries of Retained Interest;
12. to pay for costs reasonably incurred in connection with the proper
operation, management and maintenance of any Mortgaged Property acquired
for the benefit of Certificateholders by foreclosure or by deed in lieu of
foreclosure or otherwise, such payments to be made out of income received
on such property;
13. if one or more elections have been made to treat the Trust Fund or
designated portions of the Trust Fund as a REMIC, to pay any federal, state
or local taxes imposed on the Trust Fund or its assets or transactions, as
and to the extent described under "Federal Income Tax Consequences--
REMICs--Prohibited Transactions Tax and Other Taxes";
14. to pay for the cost of an independent appraiser or other expert in
real estate matters retained to determine a fair sale price for a defaulted
Mortgage Loan in the Trust Fund or a property acquired in respect of that
Mortgage Loan in connection with the liquidation of the Mortgage Loan or
property;
15. to pay for the cost of various opinions of counsel obtained under
the related Agreement for the benefit of Certificateholders;
16. to pay for the costs of recording the related Agreement if such
recordation materially and beneficially affects the interests of
Certificateholders;
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17. to pay the person entitled thereto any amounts deposited in the
Certificate Account in error, including amounts received on any Mortgage
Asset after its removal from the Trust Fund whether by reason of purchase
or substitution as contemplated by "--Assignment of Mortgage Assets;
Repurchases" and "--Representations and Warranties; Repurchases" or
otherwise;
18. to make any other withdrawals permitted by the related Agreement
and described in the related prospectus supplement; and
19. to clear and terminate the Certificate Account at the termination
of the Trust Fund.
COLLECTION AND OTHER SERVICING PROCEDURES
Unless otherwise provided in the related prospectus supplement, the Master
Servicer, directly or through Sub-Servicers, is required to make reasonable
efforts to collect all scheduled payments under the Whole Loans and will follow
or cause to be followed such collection procedures as it would follow with
respect to mortgage loans that are comparable to the Whole Loans and held for
its own account, provided such procedures are consistent with--
- the terms of the related Agreement and any related hazard insurance
policy or instrument of Credit Support included in the related Trust Fund
described in this prospectus or under "Description of Credit Support",
- applicable law, and
- the general servicing standard specified in the related prospectus
supplement or, if no such standard is so specified, its normal servicing
practices (in either case, the "Servicing Standard").
In connection therewith, the Master Servicer will be permitted in its discretion
to waive any late payment charge or penalty interest in respect of a late Whole
Loan payment.
Each Master Servicer will also be required to perform other customary
functions of a servicer of comparable loans, including maintaining hazard
insurance policies as described in this prospectus and in any related prospectus
supplement, and filing and settling claims thereunder; maintaining escrow or
impoundment accounts of mortgagors for payment of taxes, insurance and other
items required to be paid by any mortgagor under the Whole Loan; processing
assumptions or substitutions in those cases where the Master Servicer has
determined not to enforce any applicable due-on-sale clause; attempting to cure
delinquencies; supervising foreclosures; inspecting and managing Mortgaged
Properties acquired on behalf of the Trust Fund through foreclosure,
deed-in-lieu of foreclosure or otherwise (each, an "REO Property"); and
maintaining accounting records relating to the Whole Loans. Unless otherwise
specified in the related prospectus supplement, the Master Servicer will be
responsible for filing and settling claims in respect of particular Whole Loans
under any applicable instrument of Credit Support. See "Description of Credit
Support".
Unless otherwise provided in the related prospectus supplement, the Master
Servicer may agree to modify, waive or amend any term of any Whole Loan in a
manner consistent with the Servicing Standard so long as the modification,
waiver or amendment will not: (i) affect the amount or timing of any scheduled
payments of principal or interest on the Whole Loan, or (ii) in its judgment,
materially impair the security for the Whole Loan or reduce the likelihood of
timely payment of amounts due thereon. The Master Servicer also may agree to any
modification, waiver or amendment that would so affect or impair the payments
on, or the security for, a Whole Loan if, unless otherwise provided in the
related prospectus supplement: (i) in its judgment, a material default on the
Whole Loan has occurred or a payment default is imminent, and (ii) in its
judgment, such modification, waiver or amendment is reasonably likely to produce
a greater recovery with respect to the Whole Loan on a present value basis than
would liquidation. The Master Servicer is required to notify the Trustee in the
event of any modification, waiver or amendment of any Whole Loan.
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SUB-SERVICERS
A Master Servicer may delegate its servicing obligations in respect of the
Whole Loans to third-party servicers (each, a "Sub-Servicer"), but such Master
Servicer will remain obligated under the related Agreement. Each sub-servicing
agreement between a Master Servicer and a Sub-Servicer (a "Sub-Servicing
Agreement") must be consistent with the terms of the related Agreement and must
provide that, if for any reason the Master Servicer for the related series of
Certificates is no longer acting in such capacity, the Trustee or any successor
Master Servicer may assume the Master Servicer's rights and obligations under
such Sub-Servicing Agreement.
Unless otherwise provided in the related prospectus supplement, the Master
Servicer will be solely liable for all fees owed by it to any Sub-Servicer,
irrespective of whether the Master Servicer's compensation under the related
Agreement is sufficient to pay such fees. However, a Sub-Servicer may be
entitled to a Retained Interest in some Whole Loans. Each Sub-Servicer will be
reimbursed by the Master Servicer for expenditures which it makes, generally to
the same extent the Master Servicer would be reimbursed under an Agreement. See
"--Retained Interest, Servicing Compensation and Payment of Expenses".
SPECIAL SERVICERS
To the extent so specified in the related prospectus supplement, one or
more special servicers (each, a "Special Servicer") may be a party to the
related Agreement or may be appointed by the Master Servicer or another
specified party. A Special Servicer for any series of Certificates may be an
affiliate of the Depositor or the Master Servicer and may hold, or be affiliated
with the holder of, Subordinate Certificates of such series. A Special Servicer
may be entitled to any of the rights, and subject to any of the obligations,
described in this prospectus in respect of a Master Servicer. In general, a
Special Servicer's duties will relate to defaulted Mortgage Loans, including
instituting foreclosures and negotiating work-outs. The related prospectus
supplement will describe the rights, obligations and compensation of any Special
Servicer for a particular series of Certificates. The Master Servicer will be
liable for the performance of a Special Servicer only if, and to the extent, set
forth in the related prospectus supplement. In some cases, the Master Servicer
may appoint a Special Servicer.
REALIZATION UPON DEFAULTED WHOLE LOANS
A mortgagor's failure to make required payments may reflect inadequate
operating income or the diversion of that income from the service of payments
due under the Mortgage Loan, and may call into question such mortgagor's ability
to make timely payment of taxes and to pay for necessary maintenance of the
related Mortgaged Property. Unless otherwise provided in the related prospectus
supplement, the Master Servicer is required to monitor any Whole Loan which is
in default, contact the mortgagor concerning the default, evaluate whether the
causes of the default can be cured over a reasonable period without significant
impairment of the value of the Mortgaged Property, initiate corrective action in
cooperation with the mortgagor if cure is likely, inspect the Mortgaged Property
and take such other actions as are consistent with the Servicing Standard. A
significant period of time may elapse before the Master Servicer is able to
assess the success of such corrective action or the need for additional
initiatives.
The time within which the Master Servicer makes the initial determination
of appropriate action, evaluates the success of corrective action, develops
additional initiatives, institutes foreclosure proceedings and actually
forecloses (or takes a deed to a Mortgaged Property in lieu of foreclosure) on
behalf of the Certificateholders, may vary considerably depending on the
particular Whole Loan, the Mortgaged Property, the mortgagor, the presence of an
acceptable party to assume the Mortgage Loan and the laws of the jurisdiction in
which the Mortgaged Property is located. Under federal bankruptcy law, the
Master Servicer in some cases may not be permitted to accelerate a Whole Loan or
to foreclose on a Mortgaged Property for a considerable period of time. See
"Certain Legal Aspects of Mortgage Loans".
Any Agreement relating to a Trust Fund that includes Whole Loans may grant
to the Master Servicer and/or the holder or holders of some classes of
Certificates a right of first refusal to purchase from the
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Trust Fund at a predetermined purchase price any such Whole Loan as to which a
specified number of scheduled payments thereunder are delinquent. Any such right
granted to the holder of an Offered Certificate will be described in the related
prospectus supplement. The related prospectus supplement will also describe any
such right granted to any person if the predetermined purchase price is less
than the Purchase Price described under "--Representations and Warranties;
Repurchases".
Unless otherwise specified in the related prospectus supplement, the Master
Servicer may offer to sell any defaulted Whole Loan described in the preceding
paragraph and not otherwise purchased by any person having a right of first
refusal with respect thereto, if and when the Master Servicer determines,
consistent with the Servicing Standard, that such a sale would produce a greater
recovery on a present value basis than would liquidation through foreclosure or
similar proceeding. The related Agreement will provide that any such offering be
made in a commercially reasonable manner for a specified period and that the
Master Servicer accept the highest cash bid received from any person, including
itself, an affiliate of the Master Servicer or any Certificateholder, that
constitutes a fair price for such defaulted Whole Loan. In the absence of any
bid determined in accordance with the related Agreement to be fair, the Master
Servicer shall proceed with respect to such defaulted Mortgage Loan as described
below. Any bid in an amount at least equal to the Purchase Price described under
"--Representations and Warranties; Repurchases" will in all cases be deemed
fair.
The Master Servicer, on behalf of the Trustee, may at any time institute
foreclosure proceedings, exercise any power of sale contained in any mortgage,
obtain a deed in lieu of foreclosure, or otherwise acquire title to a Mortgaged
Property securing a Whole Loan by operation of law or otherwise, if such action
is consistent with the Servicing Standard and a default on the related Mortgage
Loan has occurred or, in the Master Servicer's judgment, is imminent. Unless
otherwise specified in the related prospectus supplement, the Master Servicer
may not, however, acquire title to any Mortgaged Property or take any other
action that would cause the Trustee, for the benefit of Certificateholders, or
any other specified person to be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or an "operator" of such
Mortgaged Property within the meaning of federal environmental laws, unless the
Master Servicer has previously determined, based on a report prepared by a
person who regularly conducts environmental audits, which report will be an
expense of the Trust Fund, that either:
(i) the Mortgaged Property is in compliance with applicable
environmental laws, and there are no circumstances present at the Mortgaged
Property relating to the use, management or disposal of any hazardous
substances, hazardous materials, wastes, or petroleum-based materials for
which investigation, testing, monitoring, containment, clean-up or
remediation could be required under any federal, state or local law or
regulation; or
(ii) if the Mortgaged Property is not so in compliance or such
circumstances are so present, then it would be in the best economic
interest of the Trust Fund to acquire title to the Mortgaged Property and
further to take such actions as would be necessary and appropriate to
effect such compliance and/or respond to such circumstances, the cost of
which actions will be an expense of the Trust Fund.
Unless otherwise provided in the related prospectus supplement, if title to
any Mortgaged Property is acquired by a Trust Fund as to which a REMIC election
has been made, the Master Servicer, on behalf of the Trust Fund, will be
required to sell the Mortgaged Property prior to the end of the third taxable
year following the taxable year in which the Trust Fund acquires such Mortgaged
Property, unless--
- the Internal Revenue Service grants an extension of time to sell such
property, or
- the Trustee receives an opinion of independent counsel to the effect that
the holding of the property by the Trust Fund thereafter will not result
in the imposition of a tax on the Trust Fund or cause the Trust Fund to
fail to qualify as a REMIC under the Code at any time that any
Certificate is outstanding.
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Subject to the foregoing, the Master Servicer will be required to--
- solicit bids for any Mortgaged Property so acquired in such a manner as
will be reasonably likely to realize a fair price for such property, and
- accept the first and, if multiple bids are contemporaneously received,
the highest, cash bid received from any person that constitutes a fair
price.
Unless otherwise provided in the related prospectus supplement, if title to
any Mortgaged Property is acquired by a Trust Fund as to which a REMIC election
has been made, the Master Servicer will also be required to assure that the
Mortgaged Property is administered so that it constitutes "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code at all times.
If the Trust Fund acquires title to any Mortgaged Property, the Master
Servicer, on behalf of the Trust Fund, may retain an independent contractor to
manage and operate such property. The retention of an independent contractor,
however, will not relieve the Master Servicer of any of its obligations with
respect to the management and operation of such Mortgaged Property.
In general, the Master Servicer will be obligated to operate and manage any
Mortgaged Property acquired as REO Property in a manner consistent with the
Servicing Standard. After the Master Servicer reviews the operation of such
property and consults with the Trustee to determine the Trustee's federal income
tax reporting position with respect to the income it is anticipated that the
Trust Fund would derive from such property, the Master Servicer could determine,
particularly in the case of REO Properties that are hotels, that it would not be
consistent with the Servicing Standard, to manage and operate such property in a
manner that would avoid the imposition of a tax on "net income from foreclosure
property" within the meaning of Section 857(b)(4)(B) of the Code or a tax on
"prohibited transactions" under Section 860F of the Code (either such tax an
"REO Tax"). To the extent that income the Trust Fund receives from an REO
Property is subject to a tax on:
- "net income from foreclosure property", such income would be subject to
federal tax at the highest marginal corporate tax rate, which is
currently 35%; or
- "prohibited transactions", such income would be subject to federal tax at
a 100% rate.
The determination as to whether income from an REO Property would be subject to
an REO Tax will depend on the specific facts and circumstances relating to the
management and operation of each REO Property.
Generally, income from an REO Property that is directly operated by the
Master Servicer would be apportioned and classified as "service" or
"non-service" income. The "service" portion of such income could be subject to
federal tax either at the highest marginal corporate tax rate or at the 100%
rate on "prohibited transactions", and the "non-service" portion of such income
could be subject to federal tax at the highest marginal corporate tax rate or,
although it appears unlikely, at the 100% rate applicable to "prohibited
transactions". Any REO Tax imposed on the Trust Fund's income from an REO
Property would reduce the amount available for distribution to
Certificateholders. Certificateholders are advised to consult their tax advisors
regarding the possible imposition of REO Taxes in connection with the operation
of commercial REO Properties by REMICs. See "Federal Income Tax Consequences".
The limitations imposed by the related Agreement and, if applicable, the
REMIC provisions of the Code on the operations and ownership of any Mortgaged
Property acquired on behalf of the Trust Fund may result in the recovery of an
amount less than the amount that would otherwise be recovered. See "Certain
Legal Aspects of Mortgage Loans--Foreclosure".
If recovery on a defaulted Whole Loan under any related instrument of
Credit Support is not available, the Master Servicer nevertheless will be
obligated to follow or cause to be followed such normal practices and procedures
as it deems necessary or advisable to realize upon the defaulted Whole Loan. If
the proceeds of any liquidation of the property securing the defaulted Whole
Loan are less than the outstanding principal balance of the defaulted Whole Loan
plus interest accrued thereon at the Mortgage
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Rate plus the aggregate amount of expenses incurred by the Master Servicer in
connection with such proceedings and which are reimbursable under the Agreement,
the Trust Fund will realize a loss in the amount of such difference. The Master
Servicer will be entitled to withdraw or cause to be withdrawn from the
Certificate Account out of the Liquidation Proceeds recovered on any defaulted
Whole Loan, prior to the distribution of such Liquidation Proceeds to
Certificateholders, amounts representing its normal servicing compensation on
the Whole Loan, unreimbursed servicing expenses incurred with respect to the
Whole Loan and any unreimbursed advances of delinquent payments made with
respect to the Whole Loan.
Unless otherwise provided in the related Agreement and described in the
related prospectus supplement, if any property securing a defaulted Whole Loan
is damaged and proceeds, if any, from the related hazard insurance policy are
insufficient to restore the damaged property to a condition sufficient to permit
recovery under the related instrument of Credit Support, if any, the Master
Servicer is not required to expend its own funds to restore the damaged
property.
As servicer of the Whole Loans, a Master Servicer, on behalf of itself, the
Trustee and the Certificateholders, will present claims to the obligor under
each instrument of Credit Support, and will take such reasonable steps as are
necessary to receive payment or to permit recovery thereunder with respect to
defaulted Whole Loans.
If a Master Servicer or its designee recovers payments under any instrument
of Credit Support with respect to any defaulted Whole Loan, the Master Servicer
will be entitled to withdraw or cause to be withdrawn from the Certificate
Account out of those proceeds, prior to their distribution to
Certificateholders, amounts representing its normal servicing compensation on
such Whole Loan, unreimbursed servicing expenses incurred with respect to the
Whole Loan and any unreimbursed advances of delinquent payments made with
respect to the Whole Loan. See "--Hazard Insurance Policies" and "Description of
Credit Support".
HAZARD INSURANCE POLICIES
Unless otherwise specified in the related prospectus supplement, each
Agreement for a Trust Fund that includes Whole Loans will require the Master
Servicer to cause the mortgagor on each Whole Loan to maintain a hazard
insurance policy providing for such coverage as is required under the related
Mortgage or, if any Mortgage permits the holder to dictate to the mortgagor the
insurance coverage to be maintained on the related Mortgaged Property, then such
coverage as is consistent with the Servicing Standard. Unless otherwise
specified in the related Agreement and described in the related prospectus
supplement, such coverage will be in general in an amount equal to the lesser of
the principal balance owing on such Whole Loan and the amount necessary to fully
compensate for any damage or loss to the improvements on the Mortgaged Property
on a replacement cost basis, but in either case not less than the amount
necessary to avoid the application of any co-insurance clause contained in the
hazard insurance policy. The ability of the Master Servicer to assure that
hazard insurance proceeds are appropriately applied may be dependent upon its
being named as an additional insured under any hazard insurance policy and under
any other insurance policy referred to below, or upon the extent to which
information in this regard is furnished by mortgagors. All amounts collected by
the Master Servicer under any such policy, except for amounts to be applied to
the restoration or repair of the Mortgaged Property or released to the mortgagor
in accordance with the Master Servicer's normal servicing procedures, subject to
the terms and conditions of the related Mortgage and Mortgage Note, will be
deposited in the Certificate Account. The Agreement will provide that the Master
Servicer may satisfy its obligation to cause each mortgagor to maintain such a
hazard insurance policy by the Master Servicer's maintaining a blanket policy or
a master single interest policy insuring against hazard losses on the Whole
Loans. Unless otherwise provided in the related prospectus supplement, if such
policy contains a deductible clause, the Master Servicer will be required to
deposit in the Certificate Account all sums that would have been deposited in
the that account but for such clause. Unless otherwise specified in the related
prospectus supplement, the Master Servicer will also be required to maintain a
fidelity bond and errors and omissions policy with respect to its officers and
employees that provides coverage against losses that may be
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sustained as a result of an officer's or employee's misappropriation of funds,
errors and omissions or negligence, subject to limitations as to amount of
coverage, deductible amounts, conditions, exclusions and exceptions.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies relating to the Whole Loans will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, the basic terms of the policies are dictated by respective state
laws, and most such policies typically do not cover any physical damage
resulting from--
- war, revolution and governmental actions,
- floods and other water-related causes,
- earth movement, including earthquakes, landslides and mudflows,
- wet or dry rot,
- vermin,
- domestic animals, and
- other kinds of uninsured risks.
The hazard insurance policies covering the Mortgaged Properties securing
the Whole Loans will typically contain a co-insurance clause that in effect
requires the insured at all times to carry insurance of a specified percentage,
which is generally 80% to 90%, of the full replacement value of the improvements
on the property in order to recover the full amount of any partial loss. If the
insured's coverage falls below this specified percentage, such clause generally
provides that the insurer's liability in the event of partial loss does not
exceed the lesser of--
- the replacement cost of the improvements less physical depreciation, and
- such proportion of the loss as the amount of insurance carried bears to
the specified percentage of the full replacement cost of such
improvements.
Unless otherwise provided in the related Agreement and described in the
related prospectus supplement, a Trust Fund that includes Whole Loans will
require the Master Servicer to cause the mortgagor on each Whole Loan to
maintain all such other insurance coverage with respect to the related Mortgaged
Property as is consistent with the terms of the related Mortgage and the
Servicing Standard, which insurance may typically include flood insurance, if
the related Mortgaged Property was located at the time of origination in a
federally designated flood area, and business interruption or loss of rents
insurance.
Under the terms of the Whole Loans, mortgagors will generally be required
to present claims to insurers under hazard insurance policies maintained on the
related Mortgaged Properties. The Master Servicer, on behalf of the Trustee and
Certificateholders, is obligated to present or cause to be presented claims
under any blanket insurance policy insuring against hazard losses on Mortgaged
Properties securing the Whole Loans. However, the ability of the Master Servicer
to present or cause to be presented such claims is dependent upon the extent to
which information in this regard is furnished to the Master Servicer by
mortgagors.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Some of the Whole Loans may contain clauses requiring the consent of the
mortgagee to any sale or other transfer of the related Mortgaged Property, or
due-on-sale clauses entitling the mortgagee to accelerate payment of the Whole
Loan upon any sale or other transfer of the related Mortgaged Property. Some of
the Whole Loans may contain clauses requiring the consent of the mortgagee to
the creation of
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any other lien or encumbrance on the Mortgaged Property or due-on-encumbrance
clauses entitling the mortgagee to accelerate payment of the Whole Loan upon the
creation of any other lien or encumbrance upon the Mortgaged Property. Unless
otherwise provided in the related prospectus supplement, the Master Servicer, on
behalf of the Trust Fund, will determine whether to exercise any right the
Trustee may have as mortgagee to accelerate payment of any such Whole Loan or to
withhold its consent to any transfer or further encumbrance in a manner
consistent with the Servicing Standard. Unless otherwise specified in the
related prospectus supplement, any fee collected by or on behalf of the Master
Servicer for entering into an assumption agreement will be retained by or on
behalf of the Master Servicer as additional servicing compensation. See "Certain
Legal Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance Provisions".
RETAINED INTEREST; SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The prospectus supplement for a series of Certificates will specify whether
there will be any Retained Interest in the Mortgage Assets, and, if so, the
owner of any Retained Interest in any Mortgage Asset. If so, the Retained
Interest will be established on a loan-by-loan basis and will be specified on an
exhibit to the related Agreement. A "Retained Interest" in a Mortgage Asset
represents a specified portion of the interest payable thereon. The Retained
Interest will be deducted from mortgagor payments as received and will not be
part of the related Trust Fund.
Unless otherwise specified in the related prospectus supplement, a Master
Servicer's primary servicing compensation with respect to a series of
Certificates will come from the periodic payment to it of a portion of the
interest payment on each Whole Loan. Since any Retained Interest and a Master
Servicer's primary compensation are percentages of the principal balance of each
Mortgage Asset, such amounts will decrease in accordance with the amortization
of the Mortgage Loans underlying or comprising such Mortgage Asset. The
prospectus supplement with respect to a series of Certificates evidencing
interests in a Trust Fund that includes Whole Loans may provide that, as
additional compensation, the Master Servicer or the Sub-Servicers may retain all
or a portion of assumption fees, modification fees, late payment charges or
Prepayment Premiums collected from mortgagors and any interest or other income
which may be earned on funds held in the Certificate Account or any
Sub-Servicing Account. Any Sub-Servicer will receive a portion of the Master
Servicer's compensation as its sub-servicing compensation.
In addition to amounts payable to any Sub-Servicer, a Master Servicer may,
to the extent provided in the related prospectus supplement, pay from its
servicing compensation various expenses incurred in connection with its
servicing of the Mortgage Loans, including, without limitation, payment of the
fees and disbursements of the Trustee and independent accountants, payment of
expenses incurred in connection with distributions and reports to
Certificateholders, and payment of any other expenses described in the related
prospectus supplement. Other expenses, including expenses relating to defaults
and liquidations on the Mortgage Loans and, to the extent so provided in the
related prospectus supplement, interest on the Mortgage Loans at the rate
specified in the prospectus supplement, and the fees of any Special Servicer,
may be borne by the Trust Fund.
If and to the extent provided in the related prospectus supplement, the
Master Servicer may be required to apply a portion of the servicing compensation
otherwise payable to it in respect of any Due Period or Prepayment Period, as
applicable, to interest shortfalls resulting from the voluntary prepayment of
any Whole Loans in the related Trust Fund during such period prior to their
respective due dates.
EVIDENCE AS TO COMPLIANCE
Unless otherwise specified in the related prospectus supplement, each
Agreement will provide that on or before a specified date in each year,
beginning on the first such date that is at least a specified number of months
after the Cut-off Date, there will be furnished to the related Trustee a report
of a firm of independent certified public accountants stating that:
- it has obtained a letter of representation regarding various matters from
the management of the Master Servicer which includes an assertion that
the Master Servicer has complied in all material
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respects with minimum mortgage loan servicing standards, to the extent
applicable to commercial and multifamily mortgage loans, identified in
the Uniform Single Attestation Program for Mortgage Bankers established
by the Mortgage Bankers Association of America, with respect to the
servicing of commercial and multifamily mortgage loans by the Master
Servicer during the most recently completed fiscal year; and
- on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public
Accountants, such representation is fairly stated in all material
respects, subject to such exceptions and other qualifications as may be
appropriate.
In rendering its report such firm may rely, as to matters relating to the direct
servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon
comparable reports of firms of independent public accountants rendered on the
basis of examinations conducted in accordance the same standards, rendered
within one year of such report, with respect to those Sub-Servicers. The
prospectus supplement may provide that additional or alternative reports of
independent certified public accountants relating to the servicing of mortgage
loans may be required to be delivered to the Trustee.
Each such Agreement will also provide for delivery to the Trustee, on or
before a specified date in each year, of an annual statement signed by an
officer of the Master Servicer to the effect that, to the best of that officer's
knowledge, the Master Servicer has fulfilled its obligations under the Agreement
in all material respects throughout the preceding calendar year or other
specified twelve month period.
Unless otherwise provided in the related prospectus supplement, copies of
the annual accountants' statement and the statement of an officer of a Master
Servicer will be obtainable by Certificateholders without charge upon written
request to the Master Servicer at the address set forth in the related
prospectus supplement.
CERTAIN MATTERS REGARDING A MASTER SERVICER AND THE DEPOSITOR
The master servicer (the "Master Servicer"), if any, under each Agreement
for a series of Certificates will be named in the related prospectus supplement.
The entity serving as Master Servicer may be an affiliate of the Depositor and
may have other normal business relationships with the Depositor or the
Depositor's affiliates.
Unless otherwise specified in the related prospectus supplement, the
related Agreement will provide that the Master Servicer may resign from its
obligations and duties thereunder only upon a determination that its duties
under the Agreement are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it, the other activities of the Master Servicer so causing such a conflict
being of a type and nature carried on by the Master Servicer at the date of the
Agreement. Unless applicable law requires the Master Servicer's immediate
resignation, no such resignation will become effective until the Trustee or a
successor servicer has assumed the Master Servicer's obligations and duties
under the Agreement.
Unless otherwise specified in the related prospectus supplement, each
Agreement will further provide that neither any Master Servicer, the Depositor
nor any director, officer, employee, or agent of a Master Servicer or the
Depositor will be under any liability to the related Trust Fund or
Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith under the Agreement; provided, however, that neither a
Master Servicer, the Depositor nor any such person will be protected against any
breach of a representation or warranty made in such Agreement, or against any
liability specifically imposed thereby, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of obligations or duties thereunder or by reason
of reckless disregard of obligations and duties thereunder. Unless otherwise
specified in the related prospectus supplement, each Agreement will further
provide that any Master Servicer, the Depositor and any director, officer,
employee or agent of a Master Servicer or the Depositor will be entitled to
indemnification by the related Trust Fund and will be held harmless against any
loss, liability or expense
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incurred in connection with any legal action relating to the Agreement or the
Certificates; provided, however, that such indemnification will not extend to
any loss, liability or expense:
- specifically imposed by such Agreement or otherwise incidental to the
performance of obligations and duties thereunder, including, in the case
of a Master Servicer, the prosecution of an enforcement action in respect
of any specific Whole Loan or Whole Loans, except as any such loss,
liability or expense shall be otherwise reimbursable under such
Agreement;
- incurred in connection with any breach of a representation or warranty
made in such Agreement; or
- incurred by reason of misfeasance, bad faith or gross negligence in the
performance of obligations or duties thereunder, or by reason of reckless
disregard of such obligations or duties.
In addition, each Agreement will provide that neither any Master Servicer
nor the Depositor will be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its respective responsibilities
under the Agreement and which in its opinion may involve it in any ultimate
expense or liability. Any such Master Servicer or the Depositor may, however, in
its discretion undertake any such action which it may deem necessary or
desirable with respect to the Agreement and the rights and duties of the parties
thereto and the interests of the Certificateholders thereunder. In such event,
the legal expenses and costs of such action and any liability resulting
therefrom will be expenses, costs and liabilities of the Certificateholders, and
the Master Servicer or the Depositor, as the case may be, will be entitled to be
reimbursed therefor and to charge the Certificate Account.
Any person into which the Master Servicer or the Depositor may be merged or
consolidated, or any person resulting from any merger or consolidation to which
the Master Servicer or the Depositor is a party, or any person succeeding to the
business of the Master Servicer or the Depositor, will be the successor of the
Master Servicer or the Depositor, as the case may be, under the related
Agreement.
EVENTS OF DEFAULT
Unless otherwise provided in the related prospectus supplement for a Trust
Fund that includes Whole Loans, Events of Default under the related Agreement
will include:
1. any failure by the Master Servicer to distribute or cause to be
distributed to Certificateholders, or to remit to the Trustee for
distribution to Certificateholders, any required payment that continues
unremedied for five days after written notice of such failure has been
given to the Master Servicer by the Trustee or the Depositor, or to the
Master Servicer, the Depositor and the Trustee by the holders of
Certificates evidencing not less than 25% of the Voting Rights;
2. any failure by the Master Servicer duly to observe or perform in
any material respect any of its other covenants or obligations under the
Agreement which continues unremedied for sixty days after written notice of
such failure has been given to the Master Servicer by the Trustee or the
Depositor, or to the Master Servicer, the Depositor and the Trustee by the
holders of Certificates evidencing not less than 25% of the Voting Rights;
3. any breach of a representation or warranty made by the Master
Servicer under the Agreement which materially and adversely affects the
interests of Certificateholders and which continues unremedied for sixty
days after written notice of such breach has been given to the Master
Servicer by the Trustee or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the holders of Certificates evidencing not
less than 25% of the Voting Rights; and
4. specified events of insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings and specified actions by
or on behalf of the Master Servicer indicating its insolvency or inability
to pay its obligations.
Material variations to the foregoing Events of Default, other than to shorten
cure periods or eliminate notice requirements, will be specified in the related
prospectus supplement.
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Unless otherwise specified in the related prospectus supplement, the
Trustee shall, not later than the later of 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and five days after specified officers of the
Trustee become aware of the occurrence of such an event, transmit by mail to the
Depositor and all Certificateholders of the applicable series notice of such
occurrence, unless such default shall have been cured or waived.
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default under an Agreement remains unremedied, the
Depositor or the Trustee may, and at the direction of holders of Certificates
evidencing not less than 51% of the Voting Rights, the Trustee shall, terminate
all of the rights and obligations of the Master Servicer under the Agreement and
in and to the Mortgage Loans, other than as a Certificateholder or as the owner
of any Retained Interest, whereupon the Trustee will succeed to all of the
responsibilities, duties and liabilities of the Master Servicer under the
Agreement. However, if the Trustee is prohibited by law from obligating itself
to make advances regarding delinquent mortgage loans, or if the related
prospectus supplement so specifies, then the Trustee will not be obligated to
make such advances, and will be entitled to similar compensation arrangements.
Unless otherwise specified in the related prospectus supplement, in the event
that the Trustee is unwilling or unable so to act, it may or, at the written
request of the holders of Certificates entitled to at least 51% of the Voting
Rights, it shall appoint, or petition a court of competent jurisdiction for the
appointment of, a loan servicing institution acceptable to the Rating Agency
with a net worth at the time of such appointment of at least $10,000,000 to act
as successor to the Master Servicer under the Agreement. Pending such
appointment, the Trustee is obligated to act in such capacity. The Trustee and
any such successor may agree upon the servicing compensation to be paid, which
in no event may be greater than the compensation payable to the Master Servicer
under the Agreement.
Unless otherwise described in the related prospectus supplement, the
holders of Certificates representing at least 66 2/3% of the Voting Rights
allocated to the respective classes of Certificates affected by any Event of
Default will be entitled to waive such Event of Default; provided, however, that
an Event of Default described in clause 1. under "-- Events of Default" may be
waived only by all of the Certificateholders. Upon any such waiver of an Event
of Default, such Event of Default shall cease to exist and shall be deemed to
have been remedied for every purpose under the Agreement.
No Certificateholder will have the right under any Agreement to institute
any proceeding with respect thereto unless such holder previously has given to
the Trustee written notice of default and unless the holders of Certificates
evidencing not less than 25% of the Voting Rights have made written request upon
the Trustee to institute such proceeding in its own name as Trustee thereunder
and have offered to the Trustee reasonable indemnity, and the Trustee for sixty
days has neglected or refused to institute any such proceeding. The Trustee,
however, is under no obligation to exercise any of the trusts or powers vested
in it by any Agreement or to make any investigation of matters arising
thereunder or to institute, conduct or defend any litigation thereunder or in
relation thereto at the request, order or direction of any of the holders of
Certificates covered by such Agreement, unless such Certificateholders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred by the Trustee.
AMENDMENT
Unless otherwise provided in the related prospectus supplement, each
Agreement may be amended by the Depositor, the Master Servicer, if any, and the
Trustee, without the consent of any of the holders of Certificates covered by
the Agreement, to:
- cure any ambiguity,
- correct, modify or supplement any provision in the Agreement which may be
inconsistent with any other provision in the Agreement,
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- make any other provisions with respect to matters or questions arising
under the Agreement which are not inconsistent with the already existing
provisions of the Agreement, or
- comply with any requirements imposed by the Code;
provided that such amendment, other than an amendment for the purpose specified
in the fourth bullet point above, will not, as evidenced by an opinion of
counsel to such effect, adversely affect in any material respect the interests
of any holder of Certificates covered by the Agreement. Unless otherwise
specified in the related prospectus supplement, each Agreement may also be
amended by the Depositor, the Master Servicer, if any, and the Trustee, with the
consent of the holders of Certificates evidencing not less than 51% of the
Voting Rights, for any purpose; provided, however, that unless otherwise
specified in the related prospectus supplement, no such amendment may--
1. reduce in any manner the amount of or delay the timing of, payments
received or advanced on Mortgage Loans which are required to be distributed
on any Certificate without the consent of the holder of such Certificate,
2. adversely affect in any material respect the interests of the
holders of any class of Certificates in a manner other than as described in
clause 1, without the consent of the holders of all Certificates of such
class, or
3. modify the provisions of such Agreement described in this
paragraph, without the consent of the holders of all Certificates covered
by such Agreement then outstanding.
With respect to any series of Certificates as to which a REMIC election is
to be made, the Trustee will not consent to any amendment of the Agreement
unless it shall first have received an opinion of counsel to the effect that
such amendment will not result in the imposition of a tax on the related Trust
Fund or cause the related Trust Fund to fail to qualify as a REMIC at any time
that the related Certificates are outstanding.
LIST OF CERTIFICATEHOLDERS
Upon written request of any Certificateholder of record of a series of
Certificates, for purposes of communicating with other Certificateholders with
respect to their rights under the Agreement for such series, the Trustee will
afford such Certificateholder access during business hours to the most recent
list of Certificateholders of that series held by the Trustee.
THE TRUSTEE
The trustee (the "Trustee") under each Agreement for a series of
Certificates will be named in the related prospectus supplement. The commercial
bank, national banking association, banking corporation or trust company serving
as Trustee may have typical banking relationships with the Depositor and its
affiliates and with any Master Servicer and its affiliates.
DUTIES OF THE TRUSTEE
The Trustee will make no representations as to the validity or sufficiency
of any Agreement, the Certificates or any Mortgage Loan or related document and
is not accountable for the use or application by or on behalf of any Master
Servicer of any funds paid to the Master Servicer or its designee or any Special
Servicer in respect of the Certificates or the Mortgage Loans, or deposited into
or withdrawn from the Certificate Account or any other account by or on behalf
of the Master Servicer or any Special Servicer. If no Event of Default has
occurred and is continuing, the Trustee is required to perform only those duties
specifically required under the related Agreement. However, upon receipt of the
various certificates, reports or other instruments required to be furnished to
it, the Trustee is required to examine such documents and to determine whether
they conform to the requirements of the Agreement.
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CERTAIN MATTERS REGARDING THE TRUSTEE
Unless otherwise specified in the related prospectus supplement, the
Trustee and any director, officer, employee or agent of the Trustee shall be
entitled to indemnification out of the Certificate Account for any loss,
liability or expense incurred in connection with the Trustee's acceptance or
administration of its trusts under the related Agreement; provided, however,
that such indemnification will not extend to any loss, liability or expense that
constitutes a specific liability of the Trustee under the related Agreement, or
to any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence on the part of the Trustee in the performance of its
obligations and duties thereunder, or by reason of its reckless disregard of
such obligations or duties, or as may arise from a breach of any representation,
warranty or covenant of the Trustee made in the Agreement.
RESIGNATION AND REMOVAL OF THE TRUSTEE
The Trustee may at any time resign from its obligations and duties under an
Agreement by giving written notice of its resignation to the Depositor and the
Master Servicer. Upon receiving such notice of resignation, the Depositor, or
such other person as may be named in the prospectus supplement, will be required
promptly to appoint a successor trustee. If no successor trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible to continue as such
under the related Agreement, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee. Holders of the
Certificates of any series entitled to at least 51% of the Voting Rights for
such series may at any time remove the Trustee without cause and appoint a
successor trustee.
Any resignation or removal of the Trustee and appointment of a successor
trustee shall not become effective until acceptance of appointment by the
successor trustee.
DESCRIPTION OF CREDIT SUPPORT
GENERAL
For any series of Certificates, Credit Support may be provided with respect
to one or more classes of that series or the related Mortgage Assets. Credit
Support may be in the form of the subordination of one or more classes of
Certificates, letters of credit, insurance policies, surety bonds, guarantees,
the establishment of one or more reserve funds or another method of Credit
Support described in the related prospectus supplement, or any combination of
the foregoing. If so provided in the related prospectus supplement, any form of
Credit Support may be structured so as to be drawn upon by more than one series
to the extent described in the related prospectus supplement.
Unless otherwise provided in the related prospectus supplement for a series
of Certificates, the Credit Support will not provide protection against all
risks of loss and will not guarantee repayment of the entire Certificate Balance
of the Certificates and interest thereon. If losses or shortfalls occur that
exceed the amount covered by Credit Support or that are not covered by Credit
Support, Certificateholders will bear their allocable share of deficiencies.
Moreover, if a form of Credit Support covers more than one series of
Certificates, holders of Certificates of one series will be subject to the risk
that such Credit Support will be exhausted by the claims of the holders of
Certificates of one or more other series before the former receive their
intended share of such coverage.
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If Credit Support is provided with respect to one or more classes of
Certificates of a series, or the related Mortgage Assets, the related prospectus
supplement will include a description of:
- the nature and amount of coverage under such Credit Support;
- any conditions to payment thereunder not otherwise described in this
prospectus;
- the conditions, if any, under which the amount of coverage under such
Credit Support may be reduced and under which such Credit Support may be
terminated or replaced; and
- the material provisions relating to such Credit Support.
Additionally, the related prospectus supplement will set forth information
with respect to the obligor under any instrument of Credit Support, including:
- a brief description of its principal business activities;
- its principal place of business, place of incorporation and the
jurisdiction under which it is chartered or licensed to do business;
- if applicable, the identity of regulatory agencies that exercise primary
jurisdiction over the conduct of its business; and
- its total assets, and its stockholders' equity or policyholders' surplus,
if applicable, as of the date specified in the prospectus supplement.
See "Risk Factors".
SUBORDINATE CERTIFICATES
If so specified in the related prospectus supplement, one or more classes
of Certificates of a series may be Subordinate Certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
Subordinate Certificates to receive distributions of principal and interest from
the Certificate Account on any Distribution Date will be subordinated to such
rights of the holders of Senior Certificates. If so provided in the related
prospectus supplement, the subordination of a class may apply only in the event
of, or may be limited to, some types of losses or shortfalls. The related
prospectus supplement will set forth information concerning the amount of
subordination provided by a class or classes of Subordinate Certificates in a
series, the circumstances under which such subordination will be available and
the manner in which the amount of subordination will be made available.
CROSS-SUPPORT PROVISIONS
If the Mortgage Assets for a series are divided into separate groups, each
supporting a separate class or classes of Certificates of a series, credit
support may be provided by cross-support provisions requiring that distributions
be made on Senior Certificates evidencing interests in one group of Mortgage
Assets prior to distributions on Subordinate Certificates evidencing interests
in a different group of Mortgage Assets within the Trust Fund. The prospectus
supplement for a series that includes a cross-support provision will describe
the manner and conditions for applying such provisions.
INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS
If so provided in the prospectus supplement for a series of Certificates,
Mortgage Loans included in the related Trust Fund will be covered for various
default risks by insurance policies or guarantees. A copy of any such material
instrument for a series will be filed with the Commission as an exhibit to a
Current Report on Form 8-K to be filed within 15 days of issuance of the
Certificates of the related series.
LETTER OF CREDIT
If so provided in the prospectus supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates, or on select
classes of such Certificates, will be covered by one or
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more letters of credit, issued by a bank or financial institution specified in
such prospectus supplement (the "L/C Bank"). Under a letter of credit, the L/C
Bank will be obligated to honor draws thereunder in an aggregate fixed dollar
amount, net of unreimbursed payments thereunder, generally equal to a percentage
specified in the related prospectus supplement of the aggregate principal
balance of the Mortgage Assets on the related Cut-off Date or of the initial
aggregate Certificate Balance of one or more classes of Certificates. If so
specified in the related prospectus supplement, the letter of credit may permit
draws only in the event of specified types of losses and shortfalls. The amount
available under the letter of credit will, in all cases, be reduced to the
extent of the unreimbursed payments thereunder and may otherwise be reduced as
described in the related prospectus supplement. The obligations of the L/C Bank
under the letter of credit for each series of Certificates will expire at the
earlier of the date specified in the related prospectus supplement or the
termination of the Trust Fund. A copy of any such letter of credit for a series
will be filed with the Commission as an exhibit to a Current Report on Form 8-K
to be filed within 15 days of issuance of the Certificates of the related
series.
INSURANCE POLICIES AND SURETY BONDS
If so provided in the prospectus supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates, or on select
classes of such Certificates, will be covered by insurance policies and/or
surety bonds provided by one or more insurance companies or sureties. Such
instruments may cover, with respect to one or more classes of Certificates of
the related series, timely distributions of interest and/or full distributions
of principal on the basis of a schedule of principal distributions set forth in
or determined in the manner specified in the related prospectus supplement. A
copy of any such instrument for a series will be filed with the Commission as an
exhibit to a Current Report on Form 8-K to be filed with the Commission within
15 days of issuance of the Certificates of the related series.
RESERVE FUNDS
If so provided in the prospectus supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates, or on select
classes of such Certificates, will be covered by one or more reserve funds in
which cash, a letter of credit, Permitted Investments, a demand note or a
combination of cash, letters of credit, Permitted Investments or demand notes
will be deposited, in the amounts so specified in such prospectus supplement.
The reserve funds for a series may also be funded over time by depositing in the
reserve fund a specified amount of the distributions received on the related
Mortgage Assets as specified in the related prospectus supplement.
Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the related prospectus supplement. A
reserve fund may be provided to increase the likelihood of timely distributions
of principal of and interest on the Certificates. If so specified in the related
prospectus supplement, reserve funds may be established to provide limited
protection against only some types of losses and shortfalls. Following each
Distribution Date amounts in a reserve fund in excess of any amount required to
be maintained, may be released from the reserve fund under the conditions and to
the extent specified in the related prospectus supplement and will not be
available for further application to the Certificates.
Moneys deposited in any Reserve Funds will be invested in Permitted
Investments, except as otherwise specified in the related prospectus supplement.
Unless otherwise specified in the related prospectus supplement, any
reinvestment income or other gain from such investments will be credited to the
related Reserve Fund for such series, and any loss resulting from such
investments will be charged to such Reserve Fund. However, such income may be
payable to any related Master Servicer or another service provider as additional
compensation. The Reserve Fund, if any, for a series will not be a part of the
Trust Fund unless otherwise specified in the related prospectus supplement.
Additional information concerning any Reserve Fund will be set forth in the
related prospectus supplement, including the initial balance of such Reserve
Fund, the balance required to be maintained in
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the Reserve Fund, the manner in which such required balance will decrease over
time, the manner of funding such Reserve Fund, the purposes for which funds in
the Reserve Fund may be applied to make distributions to Certificateholders and
use of investment earnings from the Reserve Fund, if any.
CREDIT SUPPORT WITH RESPECT TO MBS AND TIERED MBS
If so provided in the prospectus supplement for a series of Certificates,
the MBS and/or Tiered MBS included in the related Trust Fund and/or the mortgage
loans directly or indirectly underlying such MBS and/or Tiered MBS may be
covered by one or more of the types of Credit Support described in this
prospectus. The related prospectus supplement will specify as to each such form
of Credit Support the information indicated above with respect thereto, to the
extent such information is material and available.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
The following discussion contains general summaries of the legal aspects of
mortgage loans secured by commercial and multifamily residential properties in
the United States. Because such legal aspects are governed by applicable state
law, which laws may differ substantially, the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the laws
of all jurisdictions in which the security for the Whole Loans, or mortgage
loans underlying any MBS, is situated. Accordingly, the summaries are qualified
in their entirety by reference to the applicable laws of those states. See
"Description of the Trust Funds--Mortgage Loans". For purposes of the following
discussion, "Mortgage Loan" includes a mortgage loan underlying an MBS.
GENERAL
Each Mortgage Loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the prevailing
practice and law in the state in which the related Mortgaged Property is
located. Mortgages, deeds of trust and deeds to secure debt are in this
prospectus collectively referred to as "mortgages". A mortgage creates a lien
upon, or grants a title interest in, the real property covered thereby, and
represents the security for the repayment of the indebtedness customarily
evidenced by a promissory note. The priority of the lien created or interest
granted will depend on the terms of the mortgage and, in some cases, on the
terms of separate subordination agreements or intercreditor agreements with
others that hold interests in the real property, the knowledge of the parties to
the mortgage and, generally, the order of recordation of the mortgage in the
appropriate public recording office. However, the lien of a recorded mortgage
will generally be subordinate to later-arising liens for real estate taxes and
assessments and other charges imposed under governmental police powers.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage:
1. a mortgagor, which is usually the owner of the subject property and
usually the borrower; and
2. a mortgagee, or lender.
In contrast, a deed of trust is a three-party instrument, among:
1. a trustor, which is the equivalent of a borrower;
2. a trustee to whom the real property is conveyed; and
3. a beneficiary, or lender, for whose benefit the conveyance is made.
Under a deed of trust, the trustor grants the property, irrevocably until the
debt is paid, in trust and generally with a power of sale, to the trustee to
secure repayment of the indebtedness evidenced by the related note.
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A deed to secure debt typically has two parties, under which the borrower,
or grantor, conveys title to the real property to the grantee, or lender,
generally with a power of sale, until such time as the debt is repaid.
In a case where the borrower is a land trust, there would be an additional
party because legal title to the property is held by a land trustee under a land
trust agreement for the benefit of the borrower. At origination of a mortgage
loan involving a land trust, the borrower may execute a separate undertaking to
make payments on the mortgage note. In no event is the land trustee personally
liable for the mortgage note obligation.
The mortgagee's authority under a mortgage, the trustee's authority under a
deed of trust and the grantee's authority under a deed to secure debt are
governed by the express provisions of the related instrument, the law of the
state in which the real property is located, various federal laws and, in some
deed of trust transactions, the directions of the beneficiary.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases, under which the borrower assigns to the lender
the borrower's right, title and interest as landlord under each lease and the
income derived therefrom, while retaining, unless rents are to be paid directly
to the lender, a revocable license to collect the rents for so long as there is
no default. If the borrower defaults, the license terminates and the lender is
entitled to collect the rents. Local law may require that the lender take
possession of the property and/or obtain a court-appointed receiver before
becoming entitled to collect the rents.
In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code ("UCC"); in cases where hotels or
motels constitute loan security, the rates are generally pledged by the borrower
as additional security for the loan. In general, the lender must file financing
statements in order to perfect its security interest in the room rates and must
file continuation statements, generally every five years, to maintain perfection
of such security interest. In some cases, Mortgage Loans secured by hotels or
motels may be included in a Trust Fund even if the security interest in the room
rates was not perfected or the requisite UCC filings were allowed to lapse. Even
if the lender's security interest in room rates is perfected under applicable
nonbankruptcy law, it will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default. In the bankruptcy setting,
however, the lender will be stayed from enforcing its rights to collect room
rates, but those room rates, in light of revisions to the Bankruptcy Code which
are effective for all bankruptcy cases commenced on or after October 22, 1994,
constitute "cash collateral" and therefore cannot be used by the bankruptcy
debtor without a hearing or lender's consent and unless the lender's interest in
the room rates is given adequate protection. The adequate protection may consist
of a cash payment for otherwise encumbered funds or a replacement lien on
unencumbered property, in either case equal in value to the amount of room rates
that the debtor proposes to use, or other similar relief. See "--Bankruptcy
Laws".
PERSONALTY
In the case of some mortgaged properties, such as hotels, motels and
nursing homes, personal property, to the extent owned by the borrower and not
previously pledged, may constitute a significant portion of the property's value
as security. The creation and enforcement of liens on personal property are
governed by the UCC. Accordingly, if a borrower pledges personal property as
security for a mortgage loan, the lender generally must file UCC financing
statements in order to perfect its security interest in the personal property,
and must file continuation statements, generally every five years, to maintain
that perfection. In some cases, Mortgage Loans secured in part by personal
property may be included in a Trust Fund even if the security interest in such
personal property was not perfected or the requisite UCC filings were allowed to
lapse.
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FORECLOSURE
General. Foreclosure is a legal procedure that allows the lender to
recover its mortgage debt by enforcing its rights and available legal remedies
under the mortgage. If the borrower defaults in payment or performance of its
obligations under the note or mortgage, the lender has the right to institute
foreclosure proceedings to sell the real property at public auction to satisfy
the indebtedness.
Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and nonjudicial foreclosure under a power of sale granted in the mortgage
instrument. Other foreclosure procedures are available in some states, but they
are either infrequently used or available only in limited circumstances.
A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
requires several years to complete.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action is
initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the mortgaged property, the proceeds of
which are used to satisfy the judgment. Such sales are made in accordance with
procedures that vary from state to state.
Equitable and Other Limitations on Enforceability of Certain
Provisions. United States courts have traditionally imposed general equitable
principles to limit the remedies available to lenders in foreclosure actions.
These principles are generally designed to relieve borrowers from the effects of
mortgage defaults perceived as harsh or unfair. Relying on such principles, a
court may alter the specific terms of a loan to the extent it considers
necessary to prevent or remedy an injustice, undue oppression or overreaching,
or may require the lender to undertake affirmative actions to determine the
cause of the borrower's default and the likelihood that the borrower will be
able to reinstate the loan. In some cases, courts have substituted their
judgment for the lender's and have required that lenders reinstate loans or
recast payment schedules in order to accommodate borrowers who are suffering
from a temporary financial disability. In other cases, courts have limited the
right of the lender to foreclose in the case of a nonmonetary default, such as a
failure to adequately maintain the mortgaged property or an impermissible
further encumbrance of the mortgaged property. Finally, some courts have
addressed the issue of whether federal or state constitutional provisions
reflecting due process concerns for adequate notice require that a borrower
receive notice in addition to statutorily-prescribed minimum notice. For the
most part, these cases have upheld the reasonableness of the notice provisions
or have found that a public sale under a mortgage providing for a power of sale
does not involve sufficient state action to trigger constitutional protections.
In addition, some states may have statutory protection such as the right of
the borrower to reinstate mortgage loans after commencement of foreclosure
proceedings but prior to a foreclosure sale.
Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale under a power of sale typically
granted in the deed of trust. A power of sale may also be contained in any other
type of mortgage instrument if applicable law so permits. A power of sale under
a deed of trust allows a nonjudicial public sale to be conducted generally
following a request from the beneficiary/lender to the trustee to sell the
property upon default by the borrower and after notice of sale is given in
accordance with the terms of the mortgage and applicable state law. In some
states, prior to such sale, the trustee under the deed of trust must record a
notice of default and notice of sale and send a copy to the borrower and to any
other party who has recorded a request for a copy of a notice of default and
notice of sale. In addition, in some states the trustee must provide notice to
any other party having an interest of record in the real property, including
junior lienholders. A notice of sale must be posted in a public place and, in
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most states, published for a specified period of time in one or more newspapers.
The borrower or junior lienholder may then have the right, during a
reinstatement period required in some states, to cure the default by paying the
entire actual amount in arrears, without regard to the acceleration of the
indebtedness, plus the lender's expenses incurred in enforcing the obligation.
In other states, the borrower or the junior lienholder is not provided a period
to reinstate the loan, but has only the right to pay off the entire debt to
prevent the foreclosure sale. Generally, state law governs the procedure for
public sale, the parties entitled to notice, the method of giving notice and the
applicable time periods.
Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the exact
status of title to the property, due to, among other things, redemption rights
that may exist, and because of the possibility that physical deterioration of
the property may have occurred during the foreclosure proceedings. Therefore, it
is common for the lender to purchase the mortgaged property for an amount equal
to the secured indebtedness and accrued and unpaid interest plus the expenses of
foreclosure, in which event the borrower's debt will be extinguished, or for a
lesser amount in order to preserve its right to seek a deficiency judgment if
such is available under state law and under the terms of the Mortgage Loan
documents. The Mortgage Loans, however, may be nonrecourse. See "Risk Factors".
Thereafter, subject to the borrower's right in some states to remain in
possession during a redemption period, the lender will become the owner of the
property and have both the benefits and burdens of ownership, including the
obligation to pay debt service on any senior mortgages, to pay taxes, to obtain
casualty insurance and to make such repairs as are necessary to render the
property suitable for sale. The costs of operating and maintaining a commercial
or multifamily residential property may be significant and may be greater than
the income derived from that property. The lender also will commonly obtain the
services of a real estate broker and pay the broker's commission in connection
with the sale or lease of the property. Depending upon market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property. Moreover, because of the expenses associated with
acquiring, owning and selling a mortgaged property, a lender could realize an
overall loss on a mortgage loan even if the mortgaged property is sold at
foreclosure, or resold after it is acquired through foreclosure, for an amount
equal to the full outstanding principal amount of the loan plus accrued
interest. The holder of a junior mortgage that forecloses on a mortgaged
property does so subject to senior mortgages and any other prior liens, and may
be obliged to keep senior mortgage loans current in order to avoid foreclosure
of its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all persons
who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption". The doctrine
of equity of redemption provides that, until the property encumbered by a
mortgage has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have an equity of redemption and may redeem the property by
paying the entire debt with interest. Those having an equity of redemption must
generally be made parties and joined in the foreclosure proceeding in order for
their equity of redemption to be terminated.
The equity of redemption is a common-law, that is nonstatutory, right which
should be distinguished from post-sale statutory rights of redemption. In some
states, after sale under a deed of trust or foreclosure of a mortgage, the
borrower and foreclosed junior lienors are given a statutory period in which to
redeem the property. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
permitted if the former borrower pays only a portion of the sums due. The effect
of a statutory right of redemption is to diminish the ability of the lender to
sell the foreclosed property because the exercise of a right of redemption would
defeat the title of any purchaser through a foreclosure. Consequently, the
practical effect of the redemption right is to force the lender to maintain the
property and pay the expenses of ownership until the redemption period has
expired. In some states, a post-sale statutory right of redemption may exist
following a judicial foreclosure, but not following a trustee's sale under a
deed of trust.
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Anti-Deficiency Legislation. Some or all of the Mortgage Loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the Mortgaged Property and such other assets, if any, that were pledged to
secure the Mortgage Loan. However, even if a mortgage loan by its terms provides
for recourse to the borrower's other assets, a lender's ability to realize upon
those assets may be limited by state law. For example, in some states a lender
cannot obtain a deficiency judgment against the borrower following foreclosure
or sale under a deed of trust. A deficiency judgment is a personal judgment
against the former borrower equal to the difference between the net amount
realized upon the public sale of the real property and the amount due to the
lender. Other statutes may require the lender to exhaust the security afforded
under a mortgage before bringing a personal action against the borrower. In
other states, the lender has the option of bringing a personal action against
the borrower on the debt without first exhausting such security; however, in
some of those states, the lender, following judgment on such personal action,
may be deemed to have elected a remedy and thus may be precluded from
foreclosing upon the security. Consequently, lenders in those states where such
an election of remedy provision exists will usually proceed first against the
security. Finally, other statutory provisions, designed to protect borrowers
from exposure to large deficiency judgments that might result from bidding at
below-market values at the foreclosure sale, limit any deficiency judgment to
the excess of the outstanding debt over the fair market value of the property at
the time of the sale.
Leasehold Considerations. Mortgage Loans may be secured by a mortgage on
the borrower's leasehold interest in a ground lease. Leasehold mortgage loans
are subject to risks not associated with mortgage loans secured by a lien on the
fee estate of the borrower. The most significant of these risks is that if the
borrower's leasehold were to be terminated upon a lease default, the leasehold
mortgagee would lose its security. This risk may be lessened if the ground lease
requires the lessor to give the leasehold mortgagee notices of lessee defaults
and an opportunity to cure them, permits the leasehold estate to be assigned to
and by the leasehold mortgagee or the purchaser at a foreclosure sale, and
contains other protective provisions typically included in a "mortgageable"
ground lease. Some Mortgage Loans, however, may be secured by ground leases that
do not contain these provisions.
Cross-Collateralization. Some of the Mortgage Loans may be secured by more
than one mortgage covering properties located in more than one state. Because of
various state laws governing foreclosure or the exercise of a power of sale and
because, in general, foreclosure actions are brought in state court and the
courts of one state cannot exercise jurisdiction over property in another state,
it may be necessary upon a default under a cross-collateralized Mortgage Loan to
foreclose on the related mortgages in a particular order rather than
simultaneously and/or utilize judicial foreclosure even in states that permit
non-judicial foreclosures in order to ensure that the lien of the mortgages is
not impaired or released. In addition, because of the various state laws
governing the ability to obtain a deficiency judgment, it may be necessary in
some states to foreclose through an action in state court rather than by
exercise of a power of sale, possibly causing a delay in the ultimate recovery
by the Certificateholders and increasing the expense of foreclosing on the
security. Other state laws may limit the amount of the recovery on a particular
property located within that state which is being foreclosed after the
foreclosure of one or more properties to the difference between the amount of
the outstanding indebtedness and the value of the property or properties
previously foreclosed, as opposed to the actual amounts recovered in such
foreclosure or foreclosures. Furthermore, due to the effect of "one-action" or
"security first" rules in some states, the remedies that a lender may exercise
upon an event of default as against a property or other collateral or against a
borrower may result in the impairment or loss of the lender's lien on other
properties located in that state or other states or lender's security interest
in other collateral.
BANKRUPTCY LAWS
Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a lender to realize upon collateral and/or to enforce a
deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions, including foreclosure actions and deficiency judgment proceedings, to
collect a debt are automatically stayed upon the filing of the bankruptcy
petition. Often, no interest or principal payments are made during the course of
the bankruptcy case. The delay and the consequences of
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any delay caused by such automatic stay can be significant. Also, under the
Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a
junior lienor may stay the senior lender from taking action to foreclose out
such junior lien.
Under the Bankruptcy Code, provided substantive and procedural safeguards
protective of the lender are met, the amount and terms of a mortgage loan
secured by a lien on property of the debtor may be modified under some
circumstances. For example, the outstanding amount of the loan may be reduced to
the then-current value of the property, with a corresponding partial reduction
of the amount of lender's security interest, under a confirmed plan or lien
avoidance proceeding, thus leaving the lender a general unsecured creditor for
the difference between such value and the outstanding balance of the loan. Other
modifications may include the reduction in the amount of each scheduled
payment--
- through a reduction in the rate of interest and/or an alteration of the
repayment schedule, with or without affecting the unpaid principal
balance of the loan, or
- by an extension, or shortening, of the term to maturity.
Some bankruptcy courts have approved plans, based on the particular facts
of the reorganization case, that effected the cure of a mortgage loan default by
paying arrearages over a number of years. Also, a bankruptcy court may permit a
debtor, through its rehabilitative plan, to reinstate a mortgage loan payment
schedule even if the lender has obtained a final judgment of foreclosure prior
to the filing of the debtor's petition.
Federal bankruptcy law may also have the effect of interfering with or
affecting the ability of a secured lender to enforce the borrower's assignment
of rents and leases related to the mortgaged property. Under the Bankruptcy
Code, a lender may be stayed from enforcing the assignment, and the legal
proceedings necessary to resolve the issue could be time-consuming, with
resulting delays in the lender's receipt of the rents. Recent amendments to the
Bankruptcy code, however, may minimize the impairment of the lender's ability to
enforce the borrower's assignment of rents and leases. In addition to the
inclusion of hotel revenues within the definition of "cash collateral" as noted
previously in the section entitled "--Leases and Rents", the amendments provide
that a pre-petition security interest in rents or hotel revenues is designed to
overcome those cases holding that a security interest in rents is unperfected
under the laws of some states until the lender has taken some further action,
such as commencing foreclosure or obtaining a receiver prior to activation of
the assignment of rents.
If a borrower's ability to make payment on a mortgage loan is dependent on
its receipt of rent payments under a lease of the related property, that ability
may be impaired by the commencement of a bankruptcy case relating to a lessee
under such lease. Under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a lessee results in a stay in bankruptcy against
the commencement or continuation of any state court proceeding for past due
rent, for accelerated rent, for damages or for a summary eviction order with
respect to a default under the lease that occurred prior to the filing of the
lessee's petition. In addition, the Bankruptcy Code generally provides that a
trustee or debtor-in-possession may, subject to approval of the court--
- assume the lease and either retain it or assign it to a third party, or
- reject the lease.
If the lease is assumed, the trustee or debtor-in-possession, or assignee, if
applicable, must cure any defaults under the lease, compensate the lessor for
its losses and provide the lessor with "adequate assurance" of future
performance. Such remedies may be insufficient, and any assurances provided to
the lessor may, in fact, be inadequate. If the lease is rejected, the lessor
will be treated as an unsecured creditor with respect to its claim for damages
for termination of the lease, except potentially to the extent of any security
deposit. The Bankruptcy Code also limits a lessor's damages for lease rejection
to--
- the rent reserved by the lease, without regard to acceleration, for the
greater of one year, or 15%, not to exceed three years, of the remaining
term of the lease, plus
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- unpaid rent to the earlier of the surrender of the property or the
lessee's bankruptcy filing.
ENVIRONMENTAL CONSIDERATIONS
General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Such environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In some circumstances, a lender may
decide to abandon a contaminated mortgaged property as collateral for its loan
rather than foreclosure and risk liability for clean-up costs.
Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
such a lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to such
a "superlien".
CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), imposes strict liability on
present and past "owners" and "operators" of contaminated real property for the
costs of clean-up. A secured lender may be liable as an "owner" or "operator" of
a contaminated mortgaged property if agents or employees of the lender have
participated in the management of such mortgaged property or the operations of
the borrower. Such liability may exist even if the lender did not cause or
contribute to the contamination and regardless of whether the lender has
actually taken possession of a mortgaged property through foreclosure, deed in
lieu of foreclosure or otherwise. Moreover, such liability is not limited to the
original or unamortized principal balance of a loan or to the value of the
property securing a loan. Excluded from CERCLA's definition of "owner" or
"operator", however, is a person who without participating in the management of
the facility, holds indicia of ownership primarily to protect his security
interest. This is the so called "secured creditor exemption".
The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
(the "Lender Liability Act") amended, among other things, the provisions of
CERCLA with respect to lender liability and the secured creditor exemption. The
Lender Liability Act offers substantial protection to lenders by defining the
activities in which a lender can engage and still have the benefit of the
secured creditor exemption. In order for a lender to be deemed to have
participated in the management of a mortgaged property, the lender must actually
participate in the operational affairs of the property of the borrower. The
Lender Liability Act provides that "merely having the capacity to influence, or
unexercised right to control" operations does not constitute participation in
management. A lender will lose the protection of the secured creditor exemption
only if it exercises decision-making control over the borrower's environmental
compliance and hazardous substance handling and disposal practices, or assumes
day-to-day management of operational functions of the mortgaged property. The
Lender Liability Act also provides that a lender will continue to have the
benefit of the secured creditor exemption even if it forecloses on a mortgaged
property, purchases it at a foreclosure sale or accepts a deed-in-lieu of
foreclosure provided that the lender seeks to sell the mortgaged property at the
earliest practicable commercially reasonable time on commercially reasonable
terms.
Certain Other Federal and State Laws. Many states have statutes similar to
CERCLA, and not all those statutes provide for a secured creditor exemption. In
addition, under federal law, there is potential liability relating to hazardous
wastes and underground storage tanks under the federal Resource Conservation and
Recovery Act.
Some federal, state and local laws, regulations and ordinances govern the
management, removal, encapsulation or disturbance of asbestos-containing
materials ("ACMs"). Such laws, as well as common law standards, may impose
liability for releases of or exposure to ACMs and may provide for third parties
to seek recovery from owners or operators of real properties for personal
injuries associated with such releases.
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Recent federal legislation will in the future require owners of residential
housing constructed prior to 1978 to disclose to potential residents or
purchasers any known lead-based paint hazards and will impose treble damages for
any failure to so notify. In addition, the ingestion of lead-based paint chips
or dust particles by children can result in lead poisoning, and the owner of a
property where such circumstances exist may be held liable for such injuries and
for the costs of removal or encapsulation of the lead-based paint. Testing for
lead-based paint or lead in the water will generally not be conducted with
respect to all of the Mortgaged Properties. That testing will generally be
conducted only if the use, age and/or condition of the Mortgaged Property so
warrants.
In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.
Beyond statute-based environmental liability, there exist common law causes
of action, such as, actions based on nuisance or on toxic tort resulting in
death, personal injury or damage to property, related to hazardous environmental
conditions on a property. While it may be more difficult to hold a lender liable
in such cases, unanticipated or uninsured liabilities of the borrower may
jeopardize the borrower's ability to meet its loan obligations.
Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on a borrower. Such costs may jeopardize the
borrower's ability to meet its loan obligations.
Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard, but that individual or entity may be without
substantial assets. Accordingly, it is possible that such costs could become a
liability of the Trust Fund and occasion a loss to the Certificateholders.
To reduce the likelihood of such a loss, unless otherwise specified in the
related prospectus supplement, the Pooling Agreement will provide that neither
the Master Servicer nor any Special Servicer, acting on behalf of the Trustee,
may acquire title to a Mortgaged Property or take over its operation unless the
Special Servicer, based solely, as to environmental matters, on a report
prepared by a person who regularly conducts environmental audits, has made the
determination that specified conditions relating to environmental matters have
been satisfied, as described under "Description of the Agreements--Realization
Upon Defaulted Whole Loans".
If a lender forecloses on a mortgage secured by a property, the operations
on which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Such compliance may entail substantial expense, especially in the case of
industrial or manufacturing properties.
In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers, including
prospective buyers at a foreclosure sale or following foreclosure. Such
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property, sometimes substantially, and thereby decrease the
ability of the lender to recoup its investment in a loan upon foreclosure.
Environmental Site Assessments. In most cases, an environmental site
assessment of each Mortgaged Property will have been performed in connection
with the origination of the related Mortgage Loan or at some time prior to the
issuance of the related Certificates. Environmental site assessments, however,
vary considerably in their content, quality and cost. Even when adhering to good
professional practices, environmental consultants will sometimes not detect
significant environmental problems because to do an exhaustive environmental
assessment would be far too costly and time-consuming to be practical.
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DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Some of the Mortgage Loans may contain due-on-sale and due-on-encumbrance
clauses that purport to permit the lender to accelerate the maturity of the loan
if the borrower transfers or encumbers the related Mortgaged Property. In recent
years, court decisions and legislative actions placed substantial restrictions
on the right of lenders to enforce such clauses in many states. However, the
Garn-St Germain Depository Institutions Act of 1982 (the "Garn Act") generally
preempts state laws that prohibit the enforcement of due-on-sale clauses and
permits lenders to enforce these clauses in accordance with their terms, subject
to the limitations set forth in the Garn Act and the regulations promulgated
thereunder. Accordingly, a Master Servicer may nevertheless have the right to
accelerate the maturity of a Mortgage Loan that contains a due-on-sale provision
upon transfer of an interest in the property, without regard to the Master
Servicer's ability to demonstrate that a sale threatens its legitimate security
interest.
SUBORDINATE FINANCING
The terms of some of the Mortgage Loans may not restrict the ability of the
borrower to use the Mortgaged Property as security for one or more additional
loans, or such restrictions may be unenforceable. Where a borrower encumbers a
mortgaged property with one or more junior liens, the senior lender is subjected
to additional risk. First, the borrower may have difficulty servicing and
repaying multiple loans. Moreover, if the subordinate financing permits recourse
to the borrower, as is frequently the case, and the senior loan does not, a
borrower may have more incentive to repay sums due on the subordinate loan.
Second, acts of the senior lender that prejudice the junior lender or impair the
junior lender's security may create a superior equity in favor of the junior
lender. For example, if the borrower and the senior lender agree to an increase
in the principal amount of or the interest rate payable on the senior loan, the
senior lender may lose its priority to the extent any existing junior lender is
harmed or the borrower is additionally burdened. Third, if the borrower defaults
on the senior loan and/or any junior loan or loans, the existence of junior
loans and actions taken by junior lenders can impair the security available to
the senior lender and can interfere with or delay the taking of action by the
senior lender. Moreover, the bankruptcy of a junior lender may operate to stay
foreclosure or similar proceedings by the senior lender.
DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and in
some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In some states, there are or may be specific limitations
upon the late charges which a lender may collect from a borrower for delinquent
payments. Some states also limit the amounts that a lender may collect from a
borrower as an additional charge if the loan is prepaid. In addition, the
enforceability of provisions that provide for prepayment fees or penalties upon
an involuntary prepayment is unclear under the laws of many states.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply to
some types of residential, including multifamily, first mortgage loans
originated by some lenders after March 31, 1980. Title V authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not so rejected, any state is authorized by
the law to adopt a provision limiting discount points or other charges on
mortgage loans covered by Title V. Various states have taken action to reimpose
interest rate limits and/or to limit discount points or other charges.
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No Mortgage Loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will, if originated after that rejection or adoption,
be eligible for inclusion in a Trust Fund unless--
- such Mortgage Loan provides for such interest rate, discount points and
charges as are permitted in such state, or
- such Mortgage Loan provides that its terms are to be construed in
accordance with the laws of another state under which such interest rate,
discount points and charges would not be usurious and the borrower's
counsel has rendered an opinion that such choice of law provision would
be given effect.
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, public accommodations, such as hotels,
restaurants, shopping centers, hospitals, schools and social service center
establishments, must remove architectural and communication barriers which are
structural in nature from existing places of public accommodation to the extent
"readily achievable". In addition, under the ADA, alterations to a place of
public accommodation or a commercial facility are to be made so that, to the
maximum extent feasible, such altered portions are readily accessible to and
usable by disabled individuals. The "readily achievable" standard takes into
account, among other factors, the financial resources of the affected site,
owner, landlord or other applicable person. In addition to imposing a possible
financial burden on the borrower in its capacity as owner or landlord, the ADA
may also impose such requirements on a foreclosing lender who succeeds to the
interest of the borrower as owner or landlord. Furthermore, since the "readily
achievable" standard may vary depending on the financial condition of the owner
or landlord, a foreclosing lender who is financially more capable than the
borrower of complying with the requirements of the ADA may be subject to more
stringent requirements than those to which the borrower is subject.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940
Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "Relief Act"), a borrower who enters military service after the
origination of such borrower's mortgage loan, including a borrower who was in
reserve status and is called to active duty after origination of the Mortgage
Loan, may not be charged interest, including fees and charges, above an annual
rate of 6% during the period of such borrower's active duty status, unless a
court orders otherwise upon application of the lender. The Relief Act applies to
individuals who are members of the Army, Navy, Air Force, Marines, National
Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service
assigned to duty with the military. Because the Relief Act applies to
individuals who enter military service, including reservists who are called to
active duty, after origination of the related mortgage loan, no information can
be provided as to the number of loans with individuals as borrowers that may be
affected by the Relief Act. Application of the Relief Act would adversely
affect, for an indeterminate period of time, the ability of a Master Servicer or
Special Servicer to collect full amounts of interest on some of the Mortgage
Loans. Any shortfalls in interest collections resulting from the application of
the Relief Act would result in a reduction of the amounts distributable to the
holders of the related Series, and would not be covered by advances or, unless
otherwise specified in the related prospectus supplement, any form of Credit
Support provided in connection with such Certificates. In addition, the Relief
Act imposes limitations that would impair the ability of the Master Servicer or
Special Servicer to foreclose on an affected Mortgage Loan during--
- the borrower's period of active duty status, and
- under some circumstances, during an additional three month period
thereafter.
FORFEITURES IN DRUG AND RICO PROCEEDINGS
Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations ("RICO") statute can be seized by the
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government if the property was used in, or purchased with the proceeds of, such
crimes. Under procedures contained in the comprehensive Crime Control Act of
1984 (the "Crime Control Act"), the government may seize the property even
before conviction. The government must publish notice of the forfeiture
proceeding and may give notice to all parties "known to have an alleged interest
in the property", including the holders of mortgage loans.
A lender may avoid forfeiture of its interest in the property if it
establishes that:
- its mortgage was executed and recorded before commission of the crime
upon which the forfeiture is based; or
- the lender was, at the time of execution of the mortgage, "reasonably
without cause to believe" that the property was used in, or purchased
with the proceeds of, illegal drug or RICO activities.
FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following is a general discussion of the material federal income tax
consequences of the purchase, ownership and disposition of Offered Certificates
and does not purport to discuss all federal income tax consequences that may be
applicable to particular categories of investors, some of which, such as banks,
insurance companies and foreign investors, may be subject to special rules. In
addition, the following discussion represents an interpretation of the law at
the time of this prospectus, and does not represent an opinion of Thacher
Proffitt & Wood or Sidley & Austin, counsel to the Depositor, except with
respect to the first paragraph under "--REMICs--Classification of REMICs" and
the first paragraph under "--REMICs--Tiered REMIC Structures" in this
prospectus.
Further, the authorities on which this discussion, and the opinions
referred to below, are based are subject to change or differing interpretations,
which could apply retroactively. Taxpayers and preparers of tax returns,
including those filed by any REMIC or other issuer, should be aware that under
applicable Treasury regulations a provider of advice on specific issues of law
is not considered an income tax return preparer unless the advice--
- is given with respect to events that have occurred at the time the advice
is rendered and is not given with respect to the consequences of
contemplated actions, and
- is directly relevant to the determination of an entry on a tax return.
Accordingly, taxpayers should consult their tax advisors and tax return
preparers regarding the preparation of any item on a tax return, even where the
anticipated tax treatment has been discussed in this prospectus. In addition to
the federal income tax consequences described in this prospectus, potential
investors should consider the state and local tax consequences, if any, of the
purchase, ownership and disposition of Offered Certificates. See "State and
Other Tax Consequences". It is recommended that Certificateholders consult their
tax advisors concerning the federal, state, local or other tax consequences to
them of the purchase, ownership and disposition of Offered Certificates.
The following discussion addresses securities of two general types:
- certificates ("REMIC Certificates") representing interests in a Trust
Fund, or a portion of a Trust Fund, that the Master Servicer or the
Trustee will elect to have treated as a real estate mortgage investment
conduit ("REMIC") under Sections 860A through 860G (the "REMIC
Provisions") of the Internal Revenue Code of 1986 (the "Code"); and
- interests ("Grantor Trust Certificates") representing interests in a
Trust Fund ("Grantor Trust Fund") as to which no such election will be
made.
The prospectus supplement for each series of Certificates will indicate
whether a REMIC election will be made for the related Trust Fund and, if such an
election, or elections, is to be made, will identify all
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"regular interests" ("REMIC Regular Certificates") and "residual interests"
("REMIC Residual Certificates") in the REMIC.
For purposes of this tax discussion, references to a "Certificateholder" or
a "holder" are to the beneficial owner of a Certificate.
The following discussion is limited in applicability to Offered
Certificates. Moreover, this discussion applies only to the extent that Mortgage
Assets held by a Trust Fund consist solely of Mortgage Loans. To the extent that
other Mortgage Assets, including REMIC certificates and mortgage pass-through
certificates, are to be held by a Trust Fund, the tax consequences associated
with the inclusion of such assets will be disclosed in the related prospectus
supplement. In addition, if Cash Flow Agreements, other than guaranteed
investment contracts, are included in a Trust Fund, the tax consequences
associated with such Cash Flow Agreements also will be disclosed in the related
prospectus supplement. See "Description of the Trust Funds--Cash Flow
Agreements".
Furthermore, the following discussion is based in part upon the rules
governing original issue discount that are set forth in Sections 1271-1273 and
1275 of the Code and in the Treasury regulations issued thereunder (the "OID
Regulations"), and in part upon the REMIC Provisions and the Treasury
regulations issued thereunder (the "REMIC Regulations"). The OID Regulations do
not adequately address all issues relevant to, and in some instances provide
that they are not applicable to, securities such as the Certificates.
REMICS
Classification of REMICs. Upon the issuance of each series of REMIC
Certificates, Thacher Proffitt & Wood or Sidley & Austin, counsel to the
Depositor will deliver its opinion generally to the effect that, assuming
compliance with all provisions of the related Agreement, the related Trust Fund,
or each applicable portion of the Trust Fund, will qualify as a REMIC and the
REMIC Certificates offered with respect thereto will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in that
REMIC within the meaning of the REMIC Provisions.
If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for such status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for such
year and thereafter. In that event, such entity may be taxable as a corporation
under Treasury regulations, and the related REMIC Certificates may not be
accorded the status or given the tax treatment described below. Although the
Code authorizes the Treasury Department to issue regulations providing relief in
the event of an inadvertent termination of REMIC status, no such regulations
have been issued. Any such relief, moreover, may be accompanied by sanctions,
such as the imposition of a corporate tax on all or a portion of the Trust
Fund's income for the period in which the requirements for such status are not
satisfied. The related Agreement with respect to each REMIC will include
provisions designed to maintain the Trust Fund's status as a 57 REMIC under the
REMIC Provisions. It is not anticipated that the status of any Trust Fund as a
REMIC will be inadvertently terminated.
Characterization of Investments in REMIC Certificates. In general, unless
otherwise provided in the related prospectus supplement, the REMIC Certificates
will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Code and assets described in Section 7701(a)(19)(C) of the Code in the same
proportion that the assets of the REMIC underlying such Certificates would be so
treated. However, to the extent that the REMIC assets constitute mortgages on
property not used for residential or other prescribed purposes, the REMIC
Certificates will not be treated as assets qualifying under Section
7701(a)(19)(C). Moreover, if 95% or more of the assets of the REMIC qualify for
any of the foregoing treatments at all times during a calendar year, the REMIC
Certificates will qualify for the corresponding status in their entirety for
that calendar year. Interest, including original issue discount, on the REMIC
Regular Certificates and income allocated to the REMIC Residual Certificates
will be interest described in Section 856(c)(3)(B) of the Code to the extent
that such Certificates are treated as "real estate assets" within the meaning of
Section 856(c)(5)(B) of the Code. In addition, the REMIC Regular Certificates
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will be "qualified mortgages" within the meaning of Section 860G(a)(3) of the
Code and "permitted assets" under Section 860L(c)(1)(G). The determination as to
the percentage of the REMIC's assets that constitute assets described in the
foregoing sections of the Code will be made with respect to each calendar
quarter based on the average adjusted basis of each category of the assets held
by the REMIC during such calendar quarter. The Master Servicer or the Trustee
will report those determinations to Certificateholders in the manner and at the
times required by applicable Treasury regulations.
The assets of the REMIC will include, in addition to Mortgage Loans,
payments on Mortgage Loans held pending distribution on the REMIC Certificates
and property acquired by foreclosure held pending sale, and may include amounts
in reserve accounts. It is unclear whether property acquired by foreclosure held
pending sale, and amounts in reserve accounts would be considered to be part of
the Mortgage Loans, or whether such assets, to the extent not invested in assets
described in the foregoing sections, otherwise would receive the same treatment
as the Mortgage Loans for purposes of all of the foregoing sections. In
addition, in some instances Mortgage Loans may not be treated entirely as assets
described in the foregoing sections. If so, the related prospectus supplement
will describe the Mortgage Loans that may not be so treated. The REMIC
Regulations do provide, however, that payments on Mortgage Loans held pending
distribution are considered part of the Mortgage Loans for purposes of Section
856(c)(5)(B) of the Code. Furthermore, foreclosure property will qualify as
"real estate assets" under Section 856(c)(5)(B) of the Code.
Tiered REMIC Structures. For some series of REMIC Certificates, two or
more separate elections may be made to treat designated portions of the related
Trust Fund as REMICs ("Tiered REMICs") for federal income tax purposes. Upon the
issuance of any such series of REMIC Certificates, Thacher Proffitt & Wood or
Sidley & Austin, counsel to the Depositor will deliver its opinion generally to
the effect that, assuming compliance with all provisions of the related
Agreement, the Tiered REMICs will each qualify as a REMIC and the REMIC
Certificates issued by the Tiered REMICs, will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in the
related REMIC within the meaning of the REMIC Provisions.
Solely for purposes of determining whether the REMIC Certificates will be
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Code, and
"loans secured by an interest in real property" under Section 7701(a)(19)(C) of
the Code, and whether the income on such Certificates is interest described in
Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one
REMIC.
Taxation of Owners of REMIC Regular Certificates.
General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
Moreover, holders of REMIC Regular Certificates that otherwise report income
under a cash method of accounting will be required to report income with respect
to REMIC Regular Certificates under an accrual method.
Original Issue Discount. Some REMIC Regular Certificates may be issued
with "original issue discount" within the meaning of Section 1273(a) of the
Code. Any holders of REMIC Regular Certificates issued with original issue
discount generally will be required to include original issue discount in income
as it accrues, in accordance with the method described below, in advance of the
receipt of the cash attributable to such income. The Treasury Department has
issued regulations under Sections 1271 to 1275 of the Code generally addressing
the treatment of debt instruments issued with original issue discount. In
addition, Section 1272(a)(6) of the Code provides special rules applicable to
REMIC Regular Certificates and other debt instruments issued with original issue
discount. Regulations have not been issued under that section. Section
1272(a)(6) and the regulations under Sections 1271 to 1275 of the Code, however,
do not adequately address certain issues relevant to, or are not applicable to,
prepayable securities such as the REMIC Certificates. Prospective holders of
REMIC Certificates are recommended to consult with their tax advisors concerning
the treatment of their certificates.
The Code requires that a prepayment assumption be used with respect to
Mortgage Loans held by a REMIC in computing the accrual of original issue
discount on REMIC Regular Certificates issued by that
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REMIC, and that adjustments be made in the amount and rate of accrual of such
discount to reflect differences between the actual prepayment rate and the
prepayment assumption. The prepayment assumption is to be determined in a manner
prescribed in Treasury regulations; as noted above, those regulations have not
been issued. The Conference Committee Report accompanying the Tax Reform Act of
1986 (the "Committee Report") indicates that the regulations will provide that
the prepayment assumption used with respect to a REMIC Regular Certificate must
be the same as that used in pricing the initial offering of such REMIC Regular
Certificate. The prepayment assumption (the "Prepayment Assumption") used in
reporting original issue discount for each series of REMIC Regular Certificates
will be consistent with this standard and will be disclosed in the related
prospectus supplement. However, neither the Depositor nor any other person will
make any representation that the Mortgage Loans will in fact prepay at a rate
conforming to the Prepayment Assumption or at any other rate.
The original issue discount, if any, on a REMIC Regular Certificate will be
the excess of its stated redemption price at maturity over its issue price. The
issue price of a particular class of REMIC Regular Certificates will be the
first cash price at which a substantial amount of REMIC Regular Certificates of
that class is sold, excluding sales to bond houses, brokers and underwriters. If
less than a substantial amount of a particular class of REMIC Regular
Certificates is sold for cash on or prior to the date of their initial issuance
(the "Closing Date"), the issue price for such class will be the fair market
value of such class on the Closing Date. Under the OID Regulations, the stated
redemption price of a REMIC Regular Certificate is equal to the total of all
payments to be made on such Certificate other than "qualified stated interest".
"Qualified stated interest" is interest that is unconditionally payable at least
annually at a single fixed rate, a "qualified floating rate", an "objective
rate", a combination of a single fixed rate and one or more "qualified floating
rates" a combination of a single fixed rate and one "qualified inverse floating
rate", or a combination of "qualified floating rates" that does not operate in a
manner that accelerates or defers interest payments on such REMIC Regular
Certificate.
In the case of REMIC Regular Certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount, and the
timing of the inclusion of that original issue discount, will vary according to
the characteristics of such REMIC Regular Certificates. If the original issue
discount rules apply to such Certificates, the related prospectus supplement
will describe the manner in which such rules will be applied with respect to
those Certificates in preparing information returns to the Certificateholders
and the Internal Revenue Service (the "IRS").
Some classes of the REMIC Regular Certificates may provide for the first
interest payment with respect to such Certificates to be made more than one
month after the date of issuance, a period which is longer than the subsequent
monthly intervals between interest payments. Assuming the "accrual period" (as
defined below) for original issue discount is each monthly period that ends on a
Distribution Date, in some cases, as a consequence of this "long first accrual
period", some or all interest payments may be required to be included in the
stated redemption price of the REMIC Regular Certificate and accounted for as
original issue discount. Because interest on REMIC Regular Certificates must in
any event be accounted for under an accrual method, applying this analysis would
result in only a slight difference in the timing of the inclusion in income of
the yield on the REMIC Regular Certificates.
In addition, if the accrued interest to be paid on the first Distribution
Date is computed with respect to a period that begins prior to the Closing Date,
a portion of the purchase price paid for a REMIC Regular Certificate will
reflect such accrued interest. In such cases, information returns provided to
the Certificateholders and the IRS will be based on the position that the
portion of the purchase price paid for the interest accrued with respect to
periods prior to the Closing Date is treated as part of the overall cost of such
REMIC Regular Certificate, and not as a separate asset the cost of which is
recovered entirely out of interest received on the next Distribution Date, and
that portion of the interest paid on the first Distribution Date in excess of
interest accrued for a number of days corresponding to the number of days from
the Closing Date to the first Distribution Date should be included in the stated
redemption price of such REMIC Regular Certificate. However, the OID Regulations
state that all or some portion of such accrued interest may be treated as a
separate asset the cost of which is recovered entirely out of interest
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paid on the first Distribution Date. It is unclear how an election to do so
would be made under the OID Regulations and whether such an election could be
made unilaterally by a Certificateholder.
Notwithstanding the general definition of original issue discount, original
issue discount on a REMIC Regular Certificate will be considered to be de
minimis if it is less than 0.25% of the stated redemption price of the REMIC
Regular Certificate multiplied by its weighted average life. For this purpose,
the weighted average life of the REMIC Regular Certificate is computed as the
sum of the amounts determined, as to each payment included in the stated
redemption price of such REMIC Regular Certificate, by multiplying--
- the number of complete years, rounding down for partial years, from the
issue date until such payment is expected to be made, presumably taking
into account the Prepayment Assumption, by
- a fraction, the numerator of which is the amount of the payment, and the
denominator of which is the stated redemption price at maturity of such
REMIC Regular Certificate.
Under the OID Regulations, original issue discount of only a de minimis
amount, other than de minimis original issue discount attributable to a
so-called "teaser" interest rate or an initial interest holiday, will be
included in income as each payment of stated principal is made, based on the
product of--
- the total amount of such de minimis original issue discount, and
- a fraction, the numerator of which is the amount of such principal
payment and the denominator of which is the outstanding stated principal
amount of the REMIC Regular Certificate.
The OID Regulations also would permit a Certificateholder to elect to accrue de
minimis original issue discount into income currently based on a constant yield
method. See "--Taxation of Owners of REMIC Regular Certificates--Market
Discount" for a description of such election under the OID Regulations.
If original issue discount on a REMIC Regular Certificate is in excess of a
de minimis amount, the holder of such Certificate must include in ordinary gross
income the sum of the "daily portions" of original issue discount for each day
during its taxable year on which it held such REMIC Regular Certificate,
including the purchase date but excluding the disposition date. In the case of
an original holder of a REMIC Regular Certificate, the daily portions of
original issue discount will be determined as follows.
Unless otherwise stated in the related prospectus supplement, the "accrual
period" is the period that ends on a date that corresponds to a Distribution
Date and begins on the first day following the immediately preceding accrual
period, or in the case of the first such period, begins on the Closing Date. As
to each accrual period, a calculation will be made of the portion of the
original issue discount that accrued during such accrual period. The portion of
original issue discount that accrues in any accrual period will equal the
excess, if any, of:
- the sum of--
1. the present value, as of the end of the accrual period, of all of the
distributions remaining to be made on the REMIC Regular Certificate,
if any, in future periods, and
2. the distributions made on such REMIC Regular Certificate during the
accrual period of amounts included in the stated redemption price;
over
- the adjusted issue price of such REMIC Regular Certificate at the
beginning of the accrual period.
The present value of the remaining distributions referred to in the
preceding paragraph will be calculated:
- assuming that distributions on the REMIC Regular Certificate will be
received in future periods based on the Mortgage Loans being prepaid at a
rate equal to the Prepayment Assumption;
- using a discount rate equal to the original yield to maturity of the
Certificate; and
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- taking into account events, including actual repayments, that have
occurred before the close of the accrual period.
For these purposes, the original yield to maturity of the Certificate will be
calculated based on its issue price and assuming that distributions on the
Certificate will be made in all accrual periods based on the Mortgage Loans
being prepaid at a rate equal to the Prepayment Assumption.
The adjusted issue price of a REMIC Regular Certificate at the beginning of
any accrual period will equal to--
- the issue price of such Certificate, increased by
- the aggregate amount of original issue discount that accrued with respect
to such Certificate in prior accrual periods, and reduced by
- the amount of any distributions made on such REMIC Regular Certificate in
prior accrual periods of amounts included in the stated redemption price.
The original issue discount accruing during any accrual period, computed as
described above, will be allocated ratably to each day during the accrual period
to determine the daily portion of original issue discount for such day.
A subsequent purchaser of a REMIC Regular Certificate that purchases such
Certificate at a cost, excluding any portion of such cost attributable to
accrued qualified stated interest, less than its remaining stated redemption
price, will also be required to include in gross income the daily portions of
any original issue discount with respect to such Certificate. However, each such
daily portion will be reduced, if such cost is in excess of its "adjusted issue
price", in proportion to the ratio such excess bears to the aggregate original
issue discount remaining to be accrued on such REMIC Regular Certificate. The
adjusted issue price of a REMIC Regular Certificate on any given day equals the
sum of:
- the adjusted issue price or, in the case of the first accrual period, the
issue price, of such Certificate at the beginning of the accrual period
which includes such day; and
- the daily portions of original issue discount for all days during such
accrual period prior to such day.
If the foregoing method for computing original issue discount results in a
negative amount of original issue discount as to any accrual period with respect
to a REMIC Regular Certificate held, the amount of original issue discount
accrued for that accrual period will be zero. A holder of a REMIC Regular
Certificate may not deduct the negative amount currently. Instead a holder of a
REMIC Regular Certificate will only be permitted to offset it against future
positive original issue discount, if any, attributable to the certificate.
Although not free from doubt, it is possible that a holder of a REMIC Regular
Certificate may be permitted to recognize a loss to the extent their basis in
the certificate exceeds the maximum amount of payments that they could ever
receive with respect to the REMIC Regular Certificate. However, any such loss
may be a capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to certificates that have no, or
disproportionaly small, amount of principal because they can have negative
yields if the mortgage loans held by the related REMIC prepay more quickly than
anticipated.
Market Discount. A Certificateholder that purchases a REMIC Regular
Certificate at a market discount, that is, in the case of a REMIC Regular
Certificate issued without original issue discount, at a purchase price less
than its remaining stated principal amount, or in the case of a REMIC Regular
Certificate issued with original issue discount, at a purchase price less than
its adjusted issue price will recognize gain upon receipt of each distribution
representing stated redemption price. In particular, under Section 1276 of the
Code, such a Certificateholder generally will be required to allocate the
portion of each such distribution representing stated redemption price first to
accrued market discount not previously included in income, and to recognize
ordinary income to that extent. A Certificateholder may elect to include market
discount in income currently as it accrues rather than including it on a
deferred basis in
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accordance with the foregoing. If made, such election will apply to all market
discount bonds acquired by such Certificateholder on or after the first day of
the first taxable year to which such election applies. In addition, the OID
Regulations permit a Certificateholder to elect to accrue all interest,
discount, including de minimis market or original issue discount, and premium in
income as interest, based on a constant yield method. If such an election were
made with respect to a REMIC Regular Certificate with market discount, the
Certificateholder would be deemed to have made an election to include currently
market discount in income with respect to all other debt instruments having
market discount that such Certificateholder acquires during the taxable year of
the election or thereafter, and possibly previously acquired instruments.
Similarly, a Certificateholder that made this election for a Certificate that is
acquired at a premium would be deemed to have made an election to amortize bond
premium with respect to all debt instruments having amortizable bond premium
that such Certificateholder owns or acquires. See "--Taxation of Owners of REMIC
Regular Certificates--Premium" below. Each of these elections to accrue
interest, discount and premium with respect to a Certificate on a constant yield
method or as interest would be irrevocable.
However, market discount with respect to a REMIC Regular Certificate will
be considered to be de minimis for purposes of Section 1276 of the Code if such
market discount is less than 0.25% of the remaining stated redemption price of
such REMIC Regular Certificate multiplied by the number of complete years to
maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the OID Regulations refer to the weighted average maturity of
obligations, and it is likely that the same rule will be applied with respect to
market discount, presumably taking into account the Prepayment Assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. Such treatment would result in
discount being included in income at a slower rate than discount would be
required to be included in income using the method described above.
Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than one
installment. Until regulations are issued by the Treasury Department, various
rules described in the Committee Report apply. The Committee Report indicates
that in each accrual period market discount on REMIC Regular Certificates should
accrue, at the Certificateholder's option:
- on the basis of a constant yield method;
- in the case of a REMIC Regular Certificate issued without original issue
discount, in an amount that bears the same ratio to the total remaining
market discount as the stated interest paid in the accrual period bears
to the total amount of stated interest remaining to be paid on the REMIC
Regular Certificate as of the beginning of the accrual period; or
- in the case of a REMIC Regular Certificate issued with original issue
discount, in an amount that bears the same ratio to the total remaining
market discount as the original issue discount accrued in the accrual
period bears to the total original issue discount remaining on the REMIC
Regular Certificate at the beginning of the accrual period.
Moreover, the Prepayment Assumption used in calculating the accrual of original
issue discount is also used in calculating the accrual of market discount.
Because the regulations referred to in this paragraph have not been issued, it
is not possible to predict what effect such regulations might have on the tax
treatment of a REMIC Regular Certificate purchased at a discount in the
secondary market.
To the extent that REMIC Regular Certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which such discount would accrue if it
were original issue discount. Moreover, in any event a holder of a REMIC Regular
Certificate generally will be required to treat a portion of any gain on the
sale or exchange of such Certificate as ordinary
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income to the extent of the market discount accrued to the date of disposition
under one of the foregoing methods, less any accrued market discount previously
reported as ordinary income.
Further, under Section 1277 of the Code a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a REMIC Regular Certificate purchased with market discount.
For these purposes, the de minimis rule referred to above applies. Any such
deferred interest expense would not exceed the market discount that accrues
during such taxable year and is, in general, allowed as a deduction not later
than the year in which such market discount is includible in income. If such
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by such holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.
Premium. A REMIC Regular Certificate purchased at a cost, excluding any
portion of such cost attributable to accrued qualified stated interest, greater
than its remaining stated redemption price, will be considered to be purchased
at a premium. The holder of such a REMIC Regular Certificate may elect under
Section 171 of the Code to amortize such premium under the constant yield method
over the life of the Certificate. If made, such an election will apply to all
debt instruments having amortizable bond premium that the holder owns or
subsequently acquires. An amortizable premium will be treated as an offset to
interest income on the related debt instrument, rather than as a separate
interest deduction. The OID Regulations also permit Certificateholders to elect
to include all interest, discount and premium in income based on a constant
yield method, further treating the Certificateholder as having made the election
to amortize premium generally. See "--Taxation of Owners of REMIC Regular
Certificates--Market Discount" above. The Committee Report states that the same
rules that apply to accrual of market discount, which rules will require use of
a Prepayment Assumption in accruing market discount with respect to REMIC
Regular Certificates without regard to whether such Certificates have original
issue discount, will also apply in amortizing bond premium under Section 171 of
the Code.
Realized Losses. Under Section 166 of the Code, both corporate holders of
the REMIC Regular Certificates and noncorporate holders of the REMIC Regular
Certificates that acquire such Certificates in connection with a trade or
business should be allowed to deduct, as ordinary losses, any losses sustained
during a taxable year in which their Certificates become wholly or partially
worthless as the result of one or more realized losses on the Mortgage Loans.
However, it appears that a noncorporate holder that does not acquire a REMIC
Regular Certificate in connection with a trade or business will not be entitled
to deduct a loss under Section 166 of the Code until such holder's Certificate
becomes wholly worthless, that is, until its outstanding principal balance has
been reduced to zero, and that the loss will be characterized as a short-term
capital loss.
Each holder of a REMIC Regular Certificate will be required to accrue
interest and original issue discount with respect to such Certificate, without
giving effect to any reductions in distributions attributable to defaults or
delinquencies on the Mortgage Loans or the underlying certificates until it can
be established that any such reduction ultimately will not be recoverable. As a
result, the amount of taxable income reported in any period by the holder of a
REMIC Regular Certificate could exceed the amount of economic income actually
realized by the holder in such period. Although the holder of a REMIC Regular
Certificate eventually will recognize a loss or reduction in income attributable
to previously accrued and included income that as the result of a realized loss
ultimately will not be realized, the law is unclear with respect to the timing
and character of such loss or reduction in income.
Taxation of Owners of REMIC Residual Certificates.
General. A REMIC generally is not subject to entity-level taxation, except
as mentioned below. Rather, the taxable income or net loss of a REMIC is
generally taken into account by the holder of the REMIC Residual Certificates.
As residual interests, the REMIC Residual Certificates will be subject to tax
rules that differ significantly from those that would apply if the REMIC
Residual Certificates were
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treated for federal income tax purposes as direct ownership interests in the
Mortgage Loans or as debt instruments issued by the REMIC.
A holder of a REMIC Residual Certificate generally will be required to
report its daily portion of the taxable income or, subject to the limitations
noted in this discussion, the net loss of the REMIC for each day during a
calendar quarter that such holder owned such REMIC Residual Certificate. For
this purpose, the taxable income or net loss of the REMIC will be allocated to
each day in the calendar quarter ratably using a "30 days per month/90 days per
quarter/360 days per year" convention unless otherwise disclosed in the related
prospectus supplement. The daily amounts so allocated will then be allocated
among the REMIC Residual Certificateholders in proportion to their respective
ownership interests on such day. Any amount included in the gross income or
allowed as a loss of any REMIC Residual Certificateholder by virtue of this
paragraph will be treated as ordinary income or loss. The taxable income of the
REMIC will be determined under the rules described below in "--Taxable Income of
the REMIC" and will be taxable to the REMIC Residual Certificateholders without
regard to the timing or amount of cash distributions by the REMIC. Ordinary
income derived from REMIC Residual Certificates will be "portfolio income" for
purposes of the taxation of taxpayers subject to limitations under Section 469
of the Code on the deductibility of "passive losses".
A holder of a REMIC Residual Certificate that purchased such Certificate
from a prior holder of such Certificate also will be required to report on its
federal income tax return amounts representing its daily share of the taxable
income, or net loss, of the REMIC for each day that it holds such REMIC Residual
Certificate. Those daily amounts generally will equal the amounts of taxable
income or net loss determined as described above. The Committee Report indicates
that modifications of the general rules may be made, by regulations, legislation
or otherwise, to reduce or increase the income of a REMIC Residual
Certificateholder that purchased such REMIC Residual Certificate from a prior
holder of such Certificate at a price greater than or less than, as the case may
be, the adjusted basis (as defined below) such REMIC Residual Certificate would
have had in the hands of an original holder of such Certificate. The REMIC
Regulations, however, do not provide for any such modifications.
Any payments received by a holder of a REMIC Residual Certificate in
connection with the acquisition of such REMIC Residual Certificate will be taken
into account in determining the income of such holder for federal income tax
purposes. Although it appears likely that any such payment would be includible
in income immediately upon its receipt, the IRS might assert that such payment
should be included in income over time according to an amortization schedule or
according to some other method. Because of the uncertainty concerning the
treatment of such payments, holders of REMIC Residual Certificates should
consult their tax advisors concerning the treatment of such payments for income
tax purposes.
The amount of income REMIC Residual Certificateholders will be required to
report, or the tax liability associated with such income, may exceed the amount
of cash distributions received from the REMIC for the corresponding period.
Consequently, REMIC Residual Certificateholders should have other sources of
funds sufficient to pay any federal income taxes due as a result of their
ownership of REMIC Residual Certificates or unrelated deductions against which
income may be offset, subject to the rules relating to "excess inclusions",
residual interests without "significant value" and "noneconomic" residual
interests discussed below. The fact that the tax liability associated with the
income allocated to REMIC Residual Certificateholders may exceed the cash
distributions received by such REMIC Residual Certificateholders for the
corresponding period may significantly adversely affect such REMIC Residual
Certificateholders' after-tax rate of return. Such disparity between income and
distributions may not be offset by corresponding losses or reductions of income
attributable to the REMIC Residual Certificateholders until subsequent tax years
and, then, may not be completely offset due to changes in the Code, tax rates or
character of the income or loss. REMIC Residual Certificates may in some
instances have negative "value". See "Risk Factors--Federal Tax Considerations
Regarding REMIC Residual Certificates".
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Taxable Income of the REMIC. The taxable income of the REMIC will equal:
- the income from the Mortgage Loans and other assets of the REMIC; plus
- any cancellation of indebtedness income due to the allocation of realized
losses to REMIC Regular Certificates, less the following items--
1. the deductions allowed to the REMIC for interest, including original
issue discount but reduced by any premium on issuance, on the REMIC
Regular Certificates, whether offered or not,
2. amortization of any premium on the Mortgage Loans held by the REMIC,
3. bad debt losses with respect to the Mortgage Loans held by the REMIC,
and
4. except as described below in this "--Taxable Income of the REMIC"
subsection, servicing, administrative and other expenses.
For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all the related REMIC Certificates or, if one or more classes of those REMIC
Certificates is not sold initially, their fair market values. Such aggregate
basis will be allocated among the Mortgage Loans and the other assets of the
REMIC in proportion to their respective fair market values. The issue price of
any REMIC Certificates offered hereby will be determined in the manner described
above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount". The issue price of a REMIC Certificate received in exchange for an
interest in the Mortgage Loans or other property will equal the fair market
value of such interests in the Mortgage Loans or other property. Accordingly, if
one or more classes of REMIC Certificates are retained initially rather than
sold, the Master Servicer or the Trustee may be required to estimate the fair
market value of such interests in order to determine the basis of the REMIC in
the Mortgage Loans and other property held by the REMIC.
Subject to possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount
income with respect to Mortgage Loans that it holds will be equivalent to the
method for accruing original issue discount income for holders of REMIC Regular
Certificates, which is under the constant yield method taking into account the
Prepayment Assumption. However, a REMIC that acquires loans at a market discount
must include such market discount in income currently, as it accrues, on a
constant yield basis. See "--Taxation of Owners of REMIC Regular Certificates"
above, which describes a method for accruing such discount income that is
analogous to that required to be used by a REMIC as to Mortgage Loans with
market discount that it holds.
A Mortgage Loan will be deemed to have been acquired with discount, or
premium to the extent that the REMIC's basis in the Mortgage Loan, determined as
described in the preceding paragraph, is less or greater as the case may be,
than its stated redemption price. Any such discount will be includible in the
income of the REMIC as it accrues, in advance of receipt of the cash
attributable to such income, under a method similar to the method described
above for accruing original issue discount on the REMIC Regular Certificates. It
is anticipated that each REMIC will elect under Section 171 of the Code to
amortize any premium on the Mortgage Loans. Premium on any Mortgage Loan to
which such election applies may be amortized under a constant yield method,
presumably taking into account a Prepayment Assumption. Further, such an
election would not apply to any Mortgage Loan originated on or before September
27, 1985. Instead, premium on such a Mortgage Loan should be allocated among the
principal payments thereon and be deductible by the REMIC as those payments
become due or upon the prepayment of such Mortgage Loan.
A REMIC will be allowed deductions for interest, including original issue
discount, on the REMIC Regular Certificates, including any other class of REMIC
Certificates constituting "regular interests" in the REMIC not offered by this
prospectus, equal to the deductions that would be allowed if the REMIC Regular
Certificates, including any other class of REMIC Certificates constituting
"regular interests" in the REMIC not offered by this prospectus, were
indebtedness of the REMIC. Original issue discount will
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be considered to accrue for this purpose as described above under "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount", except that the
de minimis rule and the adjustments for subsequent holders of REMIC Regular
Certificates, including any other class of REMIC Certificates constituting
"regular interests" in the REMIC not offered by this prospectus, described in
that section will not apply.
If a class of REMIC Regular Certificates is issued at a price in excess of
the stated redemption price of such class (such excess "Issue Premium"), the net
amount of interest deductions that are allowed the REMIC in each taxable year
with respect to the REMIC Regular Certificates of such class will be reduced by
an amount equal to the portion of the Issue Premium that is considered to be
amortized or repaid in that year. Although the matter is not entirely certain,
it is likely that Issue Premium would be amortized under a constant yield method
in a manner analogous to the method of accruing original issue discount
described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount".
As a general rule, the taxable income of a REMIC will be determined in the
same manner as if the REMIC were an individual having the calendar year as its
taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions Tax and Other Taxes" below.
Further, the limitation on miscellaneous itemized deductions imposed on
individuals by Section 67 of the Code, which allows such deductions only to the
extent they exceed in the aggregate two percent of the taxpayer's adjusted gross
income, will not be applied at the REMIC level so that the REMIC will be allowed
deductions for servicing, administrative and other non-interest expenses in
determining its taxable income. All such expenses will be allocated as a
separate item to the holders of REMIC Certificates, subject to the limitation of
Section 67 of the Code. See "--Possible Pass-Through of Miscellaneous Itemized
Deductions" below. If the deductions allowed to the REMIC exceed its gross
income for a calendar quarter, such excess will be the net loss for the REMIC
for that calendar quarter.
Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for such REMIC Residual
Certificate, increased by amounts included in the income of the REMIC Residual
Certificateholder and decreased, but not below zero, by distributions made, and
by net losses allocated, to such REMIC Residual Certificateholder.
A REMIC Residual Certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent such net loss exceeds such REMIC
Residual Certificateholder's adjusted basis in its REMIC Residual Certificate as
of the close of such calendar quarter, determined without regard to such net
loss. Any loss that is not currently deductible by reason of this limitation may
be carried forward indefinitely to future calendar quarters and, subject to the
same limitation, may be used only to offset income from the REMIC Residual
Certificate. The ability of REMIC Residual Certificateholders to deduct net
losses may be subject to additional limitations under the Code, as to which
REMIC Residual Certificateholders should consult their tax advisors.
Any distribution on a REMIC Residual Certificate will be treated as a
non-taxable return of capital to the extent it does not exceed the holder's
adjusted basis in such REMIC Residual Certificate. To the extent a distribution
on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated
as gain from the sale of such REMIC Residual Certificate. Holders of some REMIC
Residual Certificates may be entitled to distributions early in the term of the
related REMIC under circumstances in which their bases in such REMIC Residual
Certificates will not be sufficiently large that such distributions will be
treated as nontaxable returns of capital. Their bases in such REMIC Residual
Certificates will initially equal the amount paid for such REMIC Residual
Certificates and will be increased by their allocable shares of taxable income
of the REMIC. However, such bases increases may not occur until the end of the
calendar quarter, or perhaps the end of the calendar year, with respect to which
such REMIC taxable income is allocated to the REMIC Residual Certificateholders.
To the extent such REMIC Residual Certificateholders' initial bases are less
than the distributions to such REMIC Residual Certificateholders, and increases
in such initial bases either occur after such distributions or, together with
their initial bases,
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are less than the amount of such distributions, gain will be recognized to such
REMIC Residual Certificateholders on such distributions and will be treated as
gain from the sale of their REMIC Residual Certificates.
The effect of these rules is that a REMIC Residual Certificateholder may
not amortize its basis in a REMIC Residual Certificate, but may only recover its
basis through distributions, through the deduction of any net losses of the
REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC
Certificates" below. For a discussion of possible modifications of these rules
that may require adjustments to income of a holder of a REMIC Residual
Certificate other than an original holder in order to reflect any difference
between the cost of such REMIC Residual Certificate to such REMIC Residual
Certificateholder and the adjusted basis such REMIC Residual Certificate would
have in the hands of an original holder see "--Taxation of Owners of REMIC
Residual Certificates--General" above.
Excess Inclusions. Any "excess inclusions" with respect to a REMIC Residual
Certificate will be subject to federal income tax in all events.
In general, the "excess inclusions" with respect to a REMIC Residual
Certificate for any calendar quarter will be the excess, if any, of--
- the daily portions of REMIC taxable income allocable to such REMIC
Residual Certificate, over
- the sum of the "daily accruals" (as defined below) for each day during
such quarter that such REMIC Residual Certificate was held by such REMIC
Residual Certificateholder.
The daily accruals of a REMIC Residual Certificateholder will be determined
by allocating to each day during a calendar quarter its ratable portion of the
product of the "adjusted issue price" of the REMIC Residual Certificate at the
beginning of the calendar quarter and 120% of the "long-term Federal rate" in
effect on the Closing Date. For this purpose, the adjusted issue price of a
REMIC Residual Certificate as of the beginning of any calendar quarter will be
equal to the issue price of the REMIC Residual Certificate, increased by the sum
of the daily accruals for all prior quarters and decreased, but not below zero,
by any distributions made with respect to such REMIC Residual Certificate before
the beginning of such quarter. The issue price of a REMIC Residual Certificate
is the initial offering price to the public, excluding bond houses and brokers,
at which a substantial amount of the REMIC Residual Certificates were sold. The
"long-term Federal rate" is an average of current yields on Treasury securities
with a remaining term of greater than nine years, computed and published monthly
by the IRS. Although it has not done so, the Treasury has authority to issue
regulations that would treat the entire amount of income accruing on a REMIC
Residual Certificate as an excess inclusion if the REMIC Residual Certificates
are considered not to have "significant value".
For REMIC Residual Certificateholders, excess inclusions--
- will not be permitted to be offset by deductions, losses or loss
carryovers from other activities,
- will be treated as "unrelated business taxable income" to an otherwise
tax-exempt organization, and
- will not be eligible for any rate reduction or exemption under any
applicable tax treaty with respect to the 30% United States withholding
tax imposed on distributions to REMIC Residual Certificateholders that
are foreign investors. See, however, "--Foreign Investors in REMIC
Certificates" below.
Furthermore, for purposes of the alternative minimum tax--
- excess inclusions will not be permitted to be offset by the alternative
tax net operating loss deduction, and
- alternative minimum taxable income may not be less than the taxpayer's
excess inclusions.
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The latter rule has the effect of preventing nonrefundable tax credits from
reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions--
- excess inclusions will not be permitted to be offset by the alternative
tax net operating loss deduction, and
- alternative minimum taxable income may not be less than the taxpayer's
excess inclusions.
This last rule has the effect of preventing non-refundable tax credits from
reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.
Although it has not done so, the Treasury Department has authority to issue
regulations that would treat the entire amount of income accruing on a REMIC
residual certificate as excess inclusions if the REMIC residual interest
evidenced by that certificate is considered not to have "significant value".
For holders of REMIC residual certificates, excess inclusions:
- will not be permitted to be offset by deductions, losses or loss
carryovers from other activities,
- will be treated as "unrelated business taxable income" to an otherwise
tax-exempt organization, and
- will not be eligible for any rate reduction or exemption under any
applicable tax treaty with respect to the 30% United States withholding
tax imposed on payments to holders of REMIC residual certificates that
are foreign investors.
Furthermore, for purposes of the alternative minimum tax--
- excess inclusions will not be permitted to be offset by the alternative
tax net operating loss deduction, and
- alternative minimum taxable income may not be less than the taxpayer's
excess inclusions.
This last rule has the effect of preventing non-refundable tax credits from
reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.
In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced, but not below zero, by the real estate
investment trust taxable income, within the meaning of Section 857(b)(2) of the
Code, excluding any net capital gain, will be allocated among the shareholders
of such trust in proportion to the dividends received by such shareholders from
such trust, and any amount so allocated will be treated as an excess inclusion
with respect to a REMIC Residual Certificate as if held directly by such
shareholder. Treasury regulations yet to be issued could apply a similar rule to
regulated investment companies, common trust funds and some cooperatives; the
REMIC Regulations currently do not address this subject.
Noneconomic REMIC Residual Certificates. Under the REMIC Regulations,
transfers of "noneconomic" REMIC Residual Certificates will be disregarded for
all federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax". If such
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on such "noneconomic" REMIC
Residual Certificate. The REMIC Regulations provide that a REMIC Residual
Certificate is noneconomic unless, based on the Prepayment Assumption and on any
required or permitted clean up calls, or required liquidation provided for in
the REMIC's organizational documents--
- the present value of the expected future distributions, discounted using
the "applicable Federal rate", on the REMIC Residual Certificate equals
at least the present value of the expected tax on the anticipated excess
inclusions, and
- the transferor reasonably expects that the transferee will receive
distributions with respect to the REMIC Residual Certificate at or after
the time the taxes accrue on the anticipated excess inclusions in an
amount sufficient to satisfy the accrued taxes.
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The "applicable Federal rate" is the rate for obligations whose term ends on the
close of the last quarter in which excess inclusions are expected to accrue with
respect to the REMIC Residual Certificate, and which rate is computed and
published monthly by the IRS.
Accordingly, all transfers of REMIC Residual Certificates that may
constitute noneconomic residual interests will be subject to restrictions under
the terms of the related Agreement that are intended to reduce the possibility
of any such transfer being disregarded. Such restrictions will require each
party to a transfer to provide an affidavit that no purpose of such transfer is
to impede the assessment or collection of tax, including representations as to
the financial condition of the prospective transferee, as to which the
transferor is also required to make a reasonable investigation to determine such
transferee's historic payment of its debts and ability to continue to pay its
debts as they come due in the future.
The Treasury recently issued proposed regulations that would revise this
safe harbor. The proposed regulations would make the safe harbor unavailable
unless the present value of the anticipated tax liabilities associated with
holding the residual interest did not exceed the sum of--
- the present value of any consideration given to the transferee to acquire
the interest,
- the present value of the expected future distributions on the interest,
and
- the present value of the anticipated tax savings associated with the
holding of the interest as the REMIC generates losses.
Present values would be computed using a discount rate equal to an "applicable
Federal rate," except that if a transferee could demonstrate that it borrowed
regularly in the course of its trade or business substantial funds at a lower
rate from unrelated third parties, that lower rate could be used as the discount
rate.
It is not clear when those regulations would be effective. Although the
text of the proposed regulations states that they would be effective on February
4, 2000, the preamble to the proposed regulations says that these regulations
will apply to transfers of REMIC residual interests made after the date the
final regulations are published in the Federal Register. The Treasury Department
is anticipated to issue clarification with regard to these conflicting
statements regarding the effective date of the proposed regulations shortly.
Prior to purchasing a REMIC Residual Certificate, prospective purchasers
should consider the possibility that a purported transfer of such REMIC Residual
Certificate by such a purchaser to another purchaser at some future date may be
disregarded in accordance with the above-described rules which would result in
the retention of tax liability by such purchaser.
The related prospectus supplement will disclose whether offered REMIC
Residual Certificates may be considered "noneconomic" residual interests under
the REMIC Regulations; provided, however, that any disclosure that a REMIC
Residual Certificate will not be considered "noneconomic" will be based upon
various assumptions, and the Depositor will make no representation that a REMIC
Residual Certificate will not be considered "noneconomic" for purposes of the
above-described rules. See "--Foreign Investors in REMIC Certificates--REMIC
Residual Certificates" below for additional restrictions applicable to transfers
of some REMIC Residual Certificates to foreign persons.
Mark-to-Market Rules. Regulations under Section 475 of the Code require
that a securities dealer mark to market securities held for sale to customers
(the "Mark-to-Market Regulations"). This mark-to-market requirement applies to
all securities owned by a dealer, except to the extent that the dealer has
specifically identified a security as held for investment. The Mark-to-Market
Regulations provide that for purposes of this mark-to-market requirement, a
REMIC Residual Certificate is not treated as a security for purposes of Section
475 of the Code. Prospective purchasers of a REMIC Residual Certificate should
consult their tax advisors regarding the possible application of the
mark-to-market requirement to REMIC Residual Certificates.
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Foreigners may not Hold REMIC Residual Certificates. Unless we otherwise
state in the related prospectus supplement, transfers of REMIC residual
certificates to investors that are foreign persons under the Code will be
prohibited under the related Governing Document. If transfers of REMIC residual
certificates to investors that are foreign persons are permitted pursuant to the
related Governing Document, we will describe in the related prospectus
supplement additional restrictions applicable to transfers of certain REMIC
residual certificates to these persons.
Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to the holders of the related
REMIC Residual Certificates. The applicable Treasury regulations indicate,
however, that in the case of a REMIC that is similar to a single class grantor
trust, all or a portion of such fees and expenses should be allocated to the
holders of the related REMIC Regular Certificates. Unless otherwise stated in
the related prospectus supplement, such fees and expenses will be allocated to
holders of the related REMIC Residual Certificates in their entirety and not to
the holders of the related REMIC Regular Certificates.
With respect to REMIC Residual Certificates or REMIC Regular Certificates
the holders of which receive an allocation of fees and expenses in accordance
with the preceding discussion, if the holder of any such Certificates is an
individual, estate or trust, or a "pass-through entity" beneficially owned by
one or more individuals, estates or trusts--
- an amount equal to such individual's, estate's or trust's share of such
fees and expenses will be added to the gross income of such holder, and
- such individual's, estate's or trust's share of such fees and expenses
will be treated as a miscellaneous itemized deduction allowable subject
to the limitation of Section 67 of the Code, which permits such
deductions only to the extent they exceed in the aggregate two percent of
a taxpayer's adjusted gross income.
In addition, Section 68 of the Code provides that the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income
exceeds a specified amount will be reduced by the lesser of--
- 3% of the excess of the individual's adjusted gross income over such
amount, or
- 80% of the amount of itemized deductions otherwise allowable for the
taxable year.
The amount of additional taxable income reportable by REMIC
Certificateholders that are subject to the limitations of either Section 67 or
Section 68 of the Code may be substantial. Furthermore, in determining the
alternative minimum taxable income of such a holder of a REMIC Certificate that
is an individual, estate or trust, or a "pass-through entity" beneficially owned
by one or more individuals, estates or trusts, no deduction will be allowed for
such holder's allocable portion of servicing fees and other miscellaneous
itemized deductions of the REMIC, even though an amount equal to the amount of
such fees and other deductions will be included in such holder's gross income.
Accordingly, such REMIC Certificates may not be appropriate investments for
individuals, estates, or trusts, or pass-through entities beneficially owned by
one or more individuals, estates or trusts. Such prospective investors should
consult with their tax advisors prior to making an investment in such
Certificates.
Sales of REMIC Certificates. If a REMIC Certificate is sold, the selling
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC Certificate.
The adjusted basis of a REMIC Regular Certificate generally will equal--
- the cost of such REMIC Regular Certificate to such Certificateholder,
increased by
- income reported by such Certificateholder with respect to such REMIC
Regular Certificate, including original issue discount and market
discount income, and reduced, but not below zero, by
- distributions on such REMIC Regular Certificate received by such
Certificateholder and by any amortized premium.
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The adjusted basis of a REMIC Residual Certificate will be determined as
described under "--Taxation of Owners of REMIC Residual Certificates--Basis
Rules, Net Losses and Distributions". Except as provided in the following four
paragraphs, any such gain or loss will be capital gain or loss, provided such
REMIC Certificate is held as a capital asset, generally, property held for
investment, within the meaning of Section 1221 of the Code.
In addition to the recognition of gain or loss on actual sales, the Code
requires the recognition of gain (but not loss) upon the "constructive sale of
an appreciated financial position." A constructive sale of an appreciated
financial position occurs if a taxpayer enters into certain transactions or
series of such transactions that have the effect of substantially eliminating
the taxpayer's risk of loss and opportunity for gain with respect to the
financial instrument. Debt instruments that--
- entitle the holder to a specified principal amount,
- pay interest at a fixed or variable rate, and
- are not convertible into the stock of the issuer or a related party,
cannot be the subject of a constructive sale for this purpose. Because most
REMIC regular certificates meet this exception, Section 1259 will not apply to
most REMIC regular certificates. However, REMIC regular certificates that have
no, or a disproportionately small, amount of principal, can be the subject of a
constructive sale.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the taxable year. A taxpayer would do so
because of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.
As of the date of this prospectus, the Code provides for lower rates as to
long-term capital gains than those applicable to the short-term capital gains
and ordinary income recognized or received by individuals. No such rate
differential exists for corporations. In addition, the distinction between a
capital gain or loss and ordinary income or loss is relevant for other purposes
to both individuals and corporations.
Gain from the sale of a REMIC Regular Certificate that might otherwise be
capital gain will be treated as ordinary income to the extent such gain does not
exceed the excess, if any, of--
- the amount that would have been includible in the seller's income with
respect to such REMIC Regular Certificate assuming that income had
accrued thereon at a rate equal to 110% of the "applicable Federal rate",
which is generally, a rate based on an average of current yields on
Treasury securities having a maturity comparable to that of the
Certificate based on the application of the Prepayment Assumption to such
Certificate, and is computed and published monthly by the IRS, determined
as of the date of purchase of such REMIC Regular Certificate, over
- the amount of ordinary income actually includible in the seller's income
prior to such sale.
In addition, gain recognized on the sale of a REMIC Regular Certificate by a
seller who purchased such REMIC Regular Certificate at a market discount will be
taxable as ordinary income in an amount not exceeding the portion of such
discount that accrued during the period such REMIC Certificate was held by such
holder, reduced by any market discount included in income under the rules
described above under "--Taxation of Owners of REMIC Regular
Certificates--Market Discount" and "--Premium".
REMIC Certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale
of a REMIC Certificate by a bank or thrift institution to which such section
applies will be ordinary income or loss.
A portion of any gain from the sale of a REMIC Regular Certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that such Certificate is held as part of a "conversion transaction" within the
meaning of Section 1258 of the Code. A conversion transaction generally is one
in which the taxpayer has taken two or more positions in the same or similar
property that reduce or
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eliminate market risk, if substantially all of the taxpayer's return is
attributable to the time value of the taxpayer's net investment in such
transaction. The amount of gain so realized in a conversion transaction that is
recharacterized as ordinary income generally will not exceed the amount of
interest that would have accrued on the taxpayer's net investment at 120% of the
appropriate "applicable Federal rate". The applicable Federal rate is computed
and published monthly by the IRS, at the time the taxpayer enters into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income items from the transaction.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for the taxable year, for purposes
of the rule that limits the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.
Except as may be provided in Treasury regulations yet to be issued, if the
seller of a REMIC Residual Certificate reacquires such REMIC Residual
Certificate, or acquires any other residual interest in a REMIC or any similar
interest in a "taxable mortgage pool" (as defined in Section 7701(i) of the
Code) during the period beginning six months before, and ending six months
after, the date of such sale, such sale will be subject to the "wash sale" rules
of Section 1091 of the Code. In that event, any loss realized by the REMIC
Residual Certificateholder on the sale will not be deductible, but instead will
be added to such REMIC Residual Certificateholder's adjusted basis in the
newly-acquired asset.
Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on
REMICs equal to 100% of the net income derived from "prohibited transactions" (a
"Prohibited Transactions Tax"). In general, subject to specified exceptions a
prohibited transaction means the disposition of a Mortgage Loan, the receipt of
income from a source other than a Mortgage Loan or other permitted investments,
the receipt of compensation for services, or the gain from the disposition of an
asset purchased with the payments on the Mortgage Loans for temporary investment
pending distribution on the REMIC Certificates. It is not anticipated that any
REMIC will engage in any prohibited transactions in which it would recognize a
material amount of net income.
In addition, some contributions to a REMIC made after the day on which the
REMIC issues all of its interests could result in the imposition of a tax on the
REMIC equal to 100% of the value of the contributed property (a "Contributions
Tax"). Each related Agreement will include provisions designed to prevent the
acceptance of any contributions that would be subject to such tax.
REMICs also are subject to federal income tax at the highest corporate rate
on "net income from foreclosure property", determined by reference to the rules
applicable to real estate investment trusts. "Net income from foreclosure
property" generally means gain from the sale of a foreclosure property that is
inventory property and gross income from foreclosure property other than
qualifying rents and other qualifying income for a real estate investment trust.
Under some circumstances, the Master Servicer may be authorized to conduct
activities with respect to a Mortgaged Property acquired by a Trust Fund that
causes the Trust Fund to incur this tax if doing so would, in the reasonable
discretion of the Master Servicer, maximize the net after-tax proceeds to
Certificateholders. However, under no circumstances will the Master Servicer
cause the acquired Mortgage Property to cease to be a "permitted investment"
under Section 860G(a)(5) of the Code.
Unless otherwise disclosed in the related prospectus supplement, it is not
anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.
Unless otherwise stated in the related prospectus supplement, and to the
extent permitted by then applicable laws, any Prohibited Transactions Tax,
Contributions Tax, tax on "net income from foreclosure property" or state or
local income or franchise tax that may be imposed on the REMIC will be borne by
the related Master Servicer, Special Servicer, Manager or Trustee in any case
out of its own funds, provided that such person has sufficient assets to do so,
and provided further that such tax arises out of a breach of such person's
obligations under the related Agreement and in respect of compliance with
applicable laws and regulations. Any such tax not borne by a Master Servicer,
Special Servicer, Manager
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or Trustee will be charged against the related Trust Fund resulting in a
reduction in amounts payable to holders of the related REMIC Certificates.
The Clinton Administration recently proposed in its budget, certain
amendments to the REMIC provisions designed to ensure that income taxes imposed
on the holder of a REMIC residual interest are paid when due. Those provisions
would impose secondary liability on the REMIC itself for any tax required to be
paid with respect to the income allocated to a REMIC residual interest if the
holder does not pay its taxes on that income when they are due. If adopted, the
amendments would be effective for REMICs created after the date of enactment. It
is not possible to predict whether the legislation will be adopted or, if so, in
what form.
Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain
Organizations. If a REMIC Residual Certificate is transferred to a
"disqualified organization", as defined below, a tax would be imposed in an
amount, determined under the REMIC Regulations, equal to the product of--
- the present value, as discounted using the "applicable Federal rate", of
the total anticipated excess inclusions with respect to such REMIC
Residual Certificate for periods after the transfer, and
- the highest marginal federal income tax rate applicable to corporations.
The "applicable Federal rate" is the rate for obligations whose term ends on the
close of the last quarter in which excess inclusions are expected to accrue with
respect to the REMIC Residual Certificate, which rate is computed and published
monthly by the IRS.
The anticipated excess inclusions must be determined as of the date that
the REMIC Residual Certificate is transferred and must be based on events that
have occurred up to the time of such transfer, the Prepayment Assumption and any
required or permitted clean up calls or required liquidation provided for in the
REMIC's organizational documents. Such a tax generally would be imposed on the
transferor of the REMIC Residual Certificate, except that where such transfer is
through an agent for a disqualified organization, the tax would instead be
imposed on such agent. However, a transferor of a REMIC Residual Certificate
would in no event be liable for such tax with respect to a transfer if the
transferee furnishes to the transferor an affidavit that the transferee is not a
disqualified organization and, as of the time of the transfer, the transferor
does not have actual knowledge that such affidavit is false. Moreover, an entity
will not qualify as a REMIC unless there are reasonable arrangements designed to
ensure that--
- residual interests in such entity are not held by disqualified
organizations, and
- information necessary for the application of the tax described in this
prospectus will be made available.
Restrictions on the transfer of REMIC Residual Certificates and other provisions
that are intended to meet this requirement will be included in each Agreement,
and will be discussed in any prospectus supplement relating to the offering of
any REMIC Residual Certificate.
In addition, if a "pass-through entity" (as defined below) includes in
income excess inclusions with respect to a REMIC Residual Certificate, and a
disqualified organization is the record holder of an interest in such entity,
then a tax will be imposed on such entity equal to the product of--
- the amount of excess inclusions on the REMIC Residual Certificate that
are allocable to the interest in the pass-through entity held by such
disqualified organization, and
- the highest marginal federal income tax rate imposed on corporations.
A pass-through entity will not be subject to this tax for any period, however,
if each record holder of an interest in such pass-through entity furnishes to
such pass-through entity--
- such holder's social security number and a statement under penalties of
perjury that such social security number is that of the record holder, or
- a statement under penalties of perjury that such record holder is not a
disqualified organization.
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For taxable years beginning on or after January 1, 1998, if an "electing
large partnership" holds a Residual Certificate, all interests in the electing
large partnership are treated as held by disqualified organizations for purposes
of the tax imposed upon a pass-through entity by Section 860E(c) of the Code. An
exception to this tax, otherwise available to a pass-through entity that is
furnished affidavits by record holders of interests in the entity and that does
not know such affidavits are false, is not available to an electing large
partnership.
For these purposes, a "disqualified organization" means--
- the United States, any State or political subdivision of any State, any
foreign government, any international organization, or any agency or
instrumentality of the foregoing, but would not include instrumentalities
described in Section 168(h)(2)(D) of the Code or the Federal Home Loan
Mortgage Corporation,
- any organization, other than a cooperative described in Section 521 of
the Code, that is exempt from federal income tax, unless it is subject to
the tax imposed by Section 511 of the Code, or
- any organization described in Section 1381(a)(2)(C) of the Code.
For these purposes, a "pass-through entity" means any regulated investment
company, real estate investment trust, trust, partnership or other entities
described in Section 860E(e)(6) of the Code. In addition, a person holding an
interest in a pass-through entity as a nominee for another person will, with
respect to such interest, be treated as a pass-through entity. For these
purposes, an "electing large partnership" means any partnership having more than
100 members during the preceding tax year, other than some service partnerships
and commodity pools, which elects to apply simplified reporting provisions under
the Code.
Termination. A REMIC will terminate immediately after the Distribution
Date following receipt by the REMIC of the final payment in respect of the
Mortgage Loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last distribution on a REMIC
Regular Certificate will be treated as a payment in retirement of a debt
instrument. In the case of a REMIC Residual Certificate, if the last
distribution on such REMIC Residual Certificate is less than the REMIC Residual
Certificateholder's adjusted basis in such Certificate, such REMIC Residual
Certificateholder should, but may not, be treated as realizing a loss equal to
the amount of such difference, and such loss may be treated as a capital loss.
Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, the REMIC will be treated as a
partnership and REMIC Residual Certificateholders will be treated as partners.
Unless otherwise stated in the related prospectus supplement, the Trustee or the
Master Servicer, which generally will hold at least a nominal amount of REMIC
Residual Certificates, will file REMIC federal income tax returns on behalf of
the related REMIC, and will be designated as and will act as the "tax matters
person" with respect to the REMIC in all respects.
As the tax matters person, the Trustee or the Master Servicer, as the case
may be, subject to various notice requirements and various restrictions and
limitations, generally will have the authority to act on behalf of the REMIC and
the REMIC Residual Certificateholders in connection with the administrative and
judicial review of items of income, deduction, gain or loss of the REMIC, as
well as the REMIC's classification. REMIC Residual Certificateholders generally
will be required to report such REMIC items consistently with their treatment on
the related REMIC's tax return and may in some circumstances be bound by a
settlement agreement between the Trustee or the Master Servicer, as the case may
be, as tax matters person, and the IRS concerning any such REMIC item.
Adjustments made to the REMIC tax return may require a REMIC Residual
Certificateholder to make corresponding adjustments on its return, and an audit
of the REMIC's tax return, or the adjustments resulting from such an audit,
could result in an audit of a REMIC Residual Certificateholder's return. No
REMIC will be registered as a tax shelter under Section 6111 of the Code because
it is not anticipated that any REMIC will have a net loss for any of the first
five taxable years of its existence. Any person that holds a REMIC Residual
Certificate as a
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nominee for another person may be required to furnish to the related REMIC, in a
manner to be provided in Treasury regulations, the name and address of such
person and other information.
Reporting of interest income, including any original issue discount, with
respect to REMIC Regular Certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent to individual holders of REMIC Regular Interests and the
IRS; holders of REMIC Regular Certificates that are corporations, trusts,
securities dealers and some other non-individuals will be provided interest and
original issue discount income information and the information set forth in the
following paragraph upon request in accordance with the requirements of the
applicable regulations. The information must be provided by the later of 30 days
after the end of the quarter for which the information was requested, or two
weeks after the receipt of the request. The REMIC must also comply with rules
requiring a REMIC Regular Certificate issued with original issue discount to
disclose on its face the amount of original issue discount and the issue date,
and requiring such information to be reported to the IRS. Reporting with respect
to REMIC Residual Certificates, including income, excess inclusions, investment
expenses and relevant information regarding qualification of the REMIC's assets
will be made as required under the Treasury regulations, generally on a
quarterly basis.
As applicable, the REMIC Regular Certificate information reports will
include a statement of the adjusted issue price of the REMIC Regular Certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, such regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--Taxation of Owners of REMIC Regular
Certificates--Market Discount".
Unless otherwise specified in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
either the Trustee or the Master Servicer.
Backup Withholding with Respect to REMIC Certificates. Payments of
interest and principal, as well as payments of proceeds from the sale of REMIC
Certificates, may be subject to the "backup withholding tax" under Section 3406
of the Code at a rate of 31% if recipients of such payments fail to furnish to
the payor information, including their taxpayer identification numbers, or
otherwise fail to establish an exemption from such tax. Any amounts deducted and
withheld from a distribution to a recipient would be allowed as a credit against
such recipient's federal income tax. Furthermore, penalties may be imposed by
the IRS on a recipient of payments that is required to supply information but
that does not do so in the proper manner.
Foreign Investors in REMIC Certificates. A REMIC Regular Certificateholder
that is not a "United States Person" (as defined below) and is not subject to
federal income tax as a result of any direct or indirect connection to the
United States in addition to its ownership of a REMIC Regular Certificate will
not, unless otherwise disclosed in the related prospectus supplement, be subject
to United States federal income or withholding tax in respect of a distribution
on a REMIC Regular Certificate, provided that the holder complies to the extent
necessary with identification requirements, including delivery of a statement,
signed by the Certificateholder under penalties of perjury, certifying that such
Certificateholder is not a United States Person and providing the name and
address of such Certificateholder. For these purposes, "United States Person"
means a citizen or resident of the United States, a corporation, partnership or
other entity created or organized in, or under the laws of, the United States or
any political subdivision of the United States, or an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States Persons have the
authority to control all substantial decisions of the trust. It is possible that
the IRS may assert that the foregoing tax exemption should not apply with
respect to a REMIC Regular Certificate held by a REMIC Residual
Certificateholder that owns directly or indirectly a 10% or greater interest in
the REMIC Residual Certificates. If the holder does not qualify for exemption,
distributions of interest, including distributions in
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respect of accrued original issue discount, to such holder may be subject to a
tax rate of 30%, subject to reduction under any applicable tax treaty.
In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on such United
States shareholder's allocable portion of the interest income received by such
controlled foreign corporation. It is possible, under regulations promulgated
under Section 881 of the Code concerning conduit financing transactions, that
the exemption from withholding taxes described above may not be available to a
holder who is not a United States Person and owns 10% or more of one or more
underlying Mortgagors or, if the holder is a controlled foreign corporation, is
related to one or more underlying mortgagors.
Further, it appears that a REMIC Regular Certificate would not be included
in the estate of a non-resident alien individual and would not be subject to
United States estate taxes. However, Certificateholders who are non-resident
alien individuals should consult their tax advisors concerning this question.
In addition, on October 6, 1997, the Treasury Department issued new
regulations (the "New Regulations") which make modifications to the withholding,
backup withholding and information reporting rules described above. The New
Regulations, as modified by Treasury Decision 8856, will generally be effective
for distributions made after December 31, 2000, subject to various transition
rules. Prospective investors are urged to consult their own tax advisors
regarding the New Regulations.
Unless otherwise stated in the related prospectus supplement, transfers of
REMIC Residual Certificates to investors that:
- are not United States Persons; or
- are United States Persons and classified as partnerships under the Code,
if any of their beneficial owners are not United States Persons,
will be prohibited under the related Agreement.
GRANTOR TRUST FUNDS
Classification of Grantor Trust Funds. With respect to each series of
Grantor Trust Certificates, counsel to the Depositor will deliver its opinion to
the effect that, assuming compliance with all provisions of the related
Agreement, the related Grantor Trust Fund will be classified as a grantor trust
under subpart E, part I of subchapter J of the Code and not as a partnership or
an association taxable as a corporation. Accordingly, each holder of a Grantor
Trust Certificate generally will be treated as the owner of an interest in the
Mortgage Loans included in the Grantor Trust Fund.
For purposes of the following discussion, a Grantor Trust Certificate
representing an undivided equitable ownership interest in the principal of the
Mortgage Loans constituting the related Grantor Trust Fund, together with
interest thereon at a pass-through rate, will be referred to as a "Grantor Trust
Fractional Interest Certificate". A Grantor Trust Certificate representing
ownership of all or a portion of the difference between--
- interest paid on the Mortgage Loans constituting the related Grantor
Trust Fund, net of normal administration fees, and
- the sum of (a) interest paid to the holders of Grantor Trust Fractional
Interest Certificates issued with respect to such Grantor Trust Fund and
(b) normal administration fees,
will be referred to as a "Grantor Trust Strip Certificate".
A Grantor Trust Strip Certificate may also evidence a nominal ownership interest
in the principal of the Mortgage Loans constituting the related Grantor Trust
Fund.
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Characterization of Investments in Grantor Trust Certificates.
Grantor Trust Fractional Interest Certificates. In the case of Grantor
Trust Fractional Interest Certificates, unless otherwise disclosed in the
related prospectus supplement, counsel to the Depositor will deliver an opinion
that, in general, Grantor Trust Fractional Interest Certificates will represent
interests in--
- "loans . . . secured by an interest in real property" within the meaning
of
Section 7701(a)(19)(C)(v) of the Code;
- "obligation[s] (including any participation or Certificate of beneficial
ownership) in Grantor Trust Fractional Interest Certificates, which [are]
principally secured by an interest in real property" within the meaning
of Section 860G(a)(3) of the Code; and
- "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Code.
In addition, counsel to the Depositor will deliver an opinion that interest on
Grantor Trust Fractional Interest Certificates will to the same extent be
considered "interest on obligations secured by mortgages on real property or on
interests in real property" within the meaning of Section 856(c)(3)(B) of the
Code.
Grantor Trust Strip Certificates. Even if Grantor Trust Strip Certificates
evidence an interest in a Grantor Trust Fund consisting of Mortgage Loans that
are "loans secured by an interest in real property" within the meaning of
Section 7701(a)(19)(C)(v) of the Code, "real estate assets" the meaning of
Section 856(c)(5)(B) of the Code, and the interest on which is "interest on
obligations secured by mortgages on real property" within the meaning of Section
856(c)(3)(A) of the Code, it is unclear whether the Grantor Trust Strip
Certificates, and the income therefrom, will be so characterized. However, the
policies underlying such sections, namely, to encourage or require investments
in mortgage loans by thrift institutions and real estate investment trusts, may
suggest that such characterization is appropriate. Counsel to the Depositor will
not deliver any opinion on these questions. Prospective purchasers to which such
characterization of an investment in Grantor Trust Strip Certificates is
material should consult their tax advisors regarding whether the Grantor Trust
Strip Certificates, and the income therefrom, will be so characterized.
The Grantor Trust Strip Certificates will be "obligation[s] (including any
participation or Certificate of beneficial ownership therein), which [are]
principally secured by an interest in real property" within the meaning of
Section 860G(a)(3)(A) of the Code.
Taxation of Owners of Grantor Trust Fractional Interest Certificates.
General. Holders of a particular series of Grantor Trust Fractional
Interest Certificates generally will be required to report on their federal
income tax returns their shares of the entire income from the Mortgage Loans,
including amounts used to pay reasonable servicing fees and other expenses, and
will be entitled to deduct their shares of any such reasonable servicing fees
and other expenses. Because of stripped interests, market or original issue
discount, or premium, the amount includible in income on account of a Grantor
Trust Fractional Interest Certificate may differ significantly from the amount
distributable thereon representing interest on the Mortgage Loans. Under Section
67 of the Code, an individual, estate or trust holding a Grantor Trust
Fractional Interest Certificate directly or through some pass-through entities
will be allowed a deduction for such reasonable servicing fees and expenses only
to the extent that the aggregate of such holder's miscellaneous itemized
deductions exceeds two percent of such holder's adjusted gross income. In
addition, Section 68 of the Code provides that the amount of itemized deductions
otherwise allowable for an individual whose adjusted gross income exceeds a
specified amount will be reduced by the lesser of--
- 3% of the excess of the individual's adjusted gross income over such
amount, or
- 80% of the amount of itemized deductions otherwise allowable for the
taxable year.
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The amount of additional taxable income reportable by holders of Grantor Trust
Fractional Interest Certificates who are subject to the limitations of either
Section 67 or Section 68 of the Code may be substantial. Further,
Certificateholders, other than corporations, subject to the alternative minimum
tax may not deduct miscellaneous itemized deductions in determining such
holder's alternative minimum taxable income. Although it is not entirely clear,
it appears that in transactions in which multiple classes of Grantor Trust
Certificates, including Grantor Trust Strip Certificates, are issued, such fees
and expenses should be allocated among the classes of Grantor Trust Certificates
using a method that recognizes that each such class benefits from the related
services. In the absence of statutory or administrative clarification as to the
method to be used, it currently is intended to base information returns or
reports to the IRS and Certificateholders on a method that allocates such
expenses among classes of Grantor Trust Certificates with respect to each period
based on the distributions made to each such class during that period.
The federal income tax treatment of Grantor Trust Fractional Interest
Certificates of any series will depend on whether they are subject to the
"stripped bond" rules of Section 1286 of the Code. Grantor Trust Fractional
Interest Certificates may be subject to those rules if--
- a class of Grantor Trust Strip Certificates is issued as part of the same
series of Certificates, or
- the Depositor or any of its affiliates retains, for its own account or
for purposes of resale, a right to receive a specified portion of the
interest payable on a Mortgage Asset.
Further, the IRS has ruled that an unreasonably high servicing fee retained by a
seller or servicer will be treated as a retained ownership interest in mortgages
that constitutes a stripped coupon. For purposes of determining what constitutes
reasonable servicing fees for various types of mortgages the IRS has established
various "safe harbors." The servicing fees paid with respect to the Mortgage
Loans for some series of Grantor Trust Certificates may be higher than the "safe
harbors" and, accordingly, may not constitute reasonable servicing compensation.
The related prospectus supplement will include information regarding servicing
fees paid to a Master Servicer, a Special Servicer, any Sub-Servicer or their
respective affiliates necessary to determine whether the preceding "safe harbor"
rules apply.
If Stripped Bond Rules Apply. If the stripped bond rules apply, each
Grantor Trust Fractional Interest Certificate will be treated as having been
issued with "original issue discount" within the meaning of Section 1273(a) of
the Code, subject, however, to the discussion below regarding the treatment of
some stripped bonds as market discount bonds and the discussion regarding de
minimis market discount. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--Market Discount" below. Under the stripped bond rules,
the holder of a Grantor Trust Fractional Interest Certificate, whether a cash or
accrual method taxpayer, will be required to report interest income from its
Grantor Trust Fractional Interest Certificate for each month in an amount equal
to the income that accrues on such Certificate in that month calculated under a
constant yield method, in accordance with the rules of the Code relating to
original issue discount.
The original issue discount on a Grantor Trust Fractional Interest
Certificate will be the excess of such Certificate's stated redemption price
over its issue price. The issue price of a Grantor Trust Fractional Interest
Certificate as to any purchaser will be equal to the price paid by such
purchaser of the Grantor Trust Fractional Interest Certificate. The stated
redemption price of a Grantor Trust Fractional Interest Certificate will be the
sum of all payments to be made on such Certificate, other than "qualified stated
interest", if any, as well as such Certificate's share of reasonable servicing
fees and other expenses. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of
"qualified stated interest". In general, the amount of such income that accrues
in any month would equal the product of--
- such holder's adjusted basis in such Grantor Trust Fractional Interest
Certificate at the beginning of such month, as described under "--Sales
of Grantor Trust Certificates" below, and
- the yield of such Grantor Trust Fractional Interest Certificate to such
holder.
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Such yield would be computed as the rate, compounded based on the regular
interval between payment dates, that, if used to discount the holder's share of
future payments on the Mortgage Loans, would cause the present value of those
future payments to equal the price at which the holder purchased such
Certificate. This rate is compounded based on the regular interval between
payment dates. In computing yield under the stripped bond rules, a
Certificateholder's share of future payments on the Mortgage Loans will not
include any payments made in respect of any ownership interest in the Mortgage
Loans retained by the Depositor, a Master Servicer, a Special Servicer, any
Sub-Servicer or their respective affiliates, but will include such
Certificateholder's share of any reasonable servicing fees and other expenses.
Section 1272(a)(6) of the Code requires--
- the use of a reasonable prepayment assumption in accruing original issue
discount, and
- adjustments in the accrual of original issue discount when prepayments do
not conform to the prepayment assumption, with respect to various
categories of debt instruments.
Legislation enacted in 1997 extended the scope of that section to any pool of
debt instruments the yield on which may be affected by reason of prepayment. The
precise application of the legislation is unclear. For example, it is uncertain
whether a prepayment assumption will be applied collectively to all of a
taxpayer's investments in pools of debt instruments or will be applied on an
investment-by-investment basis. Similarly, as to investments in Grantor Trust
Fractional Interest Certificates, it is uncertain whether the assumed prepayment
rate would be determined based on conditions at the time of the first sale of
the Grantor Trust Fractional Interest Certificate or, with respect to any
holder, at the time of purchase of the Grantor Trust Fractional Interest
Certificate by that holder. Certificateholders are advised to consult their tax
advisors concerning reporting original issue discount with respect to Grantor
Trust Fractional Interest Certificates.
In the case of a Grantor Trust Fractional Interest Certificate acquired at
a price equal to the principal amount of the Mortgage Loans allocable to such
Certificate, the use of a prepayment assumption generally would not have any
significant effect on the yield used in calculating accruals of interest income.
In the case, however, of a Grantor Trust Fractional Interest Certificate
acquired at a discount or premium, the use of a reasonable prepayment assumption
would increase or decrease, respectively, such yield, and thus accelerate or
decelerate, respectively, the reporting of income.
In the absence of statutory or administrative clarification, it is
currently intended to base information reports or returns to the IRS and
Certificateholders on a prepayment assumption (the "Prepayment Assumption")that
will be disclosed in the related prospectus supplement and on a constant yield
computed using a representative initial offering price for each class of
Certificates. However, neither the Depositor nor any other person will make any
representation that the Mortgage Loans will in fact prepay at a rate conforming
to such Prepayment Assumption or any other rate and Certificateholders should
bear in mind that the use of a representative initial offering price will mean
that such information returns or reports, even if otherwise accepted as accurate
by the IRS, will in any event be accurate only as to the initial
Certificateholders of each series who bought at that price.
Under Treasury regulation Section 1.1286-1, some stripped bonds are to be
treated as market discount bonds and, accordingly, any purchaser of such a bond
is to account for any discount on the bond as market discount rather than
original issue discount. This treatment only applies, however, if immediately
after the most recent disposition of the bond by a person stripping one or more
coupons from the bond and disposing of the bond or coupon--
- there is no original issue discount, or only a de minimis amount of
original issue discount, or
- the annual stated rate of interest payable on the original bond is no
more than one percentage point lower than the gross interest rate payable
on the original mortgage loan, before subtracting any servicing fee or
any stripped coupon.
If interest payable on a Grantor Trust Fractional Interest Certificate is more
than one percentage point lower than the gross interest rate payable on the
Mortgage Loans, the related prospectus supplement will
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disclose that fact. If the original issue discount or market discount on a
Grantor Trust Fractional Interest Certificate determined under the stripped bond
rules is less than 0.25% of the stated redemption price multiplied by the
weighted average maturity of the Mortgage Loans, then such original issue
discount or market discount will be considered to be de minimis. Original issue
discount or market discount of only a de minimis amount will be included in
income in the same manner as de minimis original issue and market discount
described in "--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--If Stripped Bond Rules Do Not Apply" and "--Market Discount"
below.
If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, the Certificateholder will be required to
report its share of the interest income on the Mortgage Loans in accordance with
such Certificateholder's normal method of accounting. The original issue
discount rules will apply, even if the stripped bond rules do not apply, to a
Grantor Trust Fractional Interest Certificate to the extent it evidences an
interest in Mortgage Loans issued with original issue discount.
The original issue discount, if any, on the Mortgage Loans will equal the
difference between the stated redemption price of such Mortgage Loans and their
issue price. For a definition of "stated redemption price," see "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a Mortgage Loan will be the amount received by the
borrower from the lender under the terms of the Mortgage Loan, less any "points"
paid by the borrower, and the stated redemption price of a Mortgage Loan will
equal its principal amount, unless the Mortgage Loan provides for an initial
"teaser," or below-market interest rate. The determination as to whether
original issue discount will be considered to be de minimis will be calculated
using the same test as in the REMIC discussion. See "--Taxation of Owners of
REMIC Regular Certificates--Original Issue Discount" above.
In the case of Mortgage Loans bearing adjustable or variable interest
rates, the related prospectus supplement will describe the manner in which such
rules will be applied with respect to those Mortgage Loans by the Trustee or
Master Servicer, as applicable, in preparing information returns to the
Certificateholders and the IRS.
If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a Mortgage Loan will be required to be
accrued and reported in income each month, based on a constant yield. Under
legislation enacted in 1997, Section 1272(a)(6) of the Code requires that a
prepayment assumption be used in computing yield with respect to any pool of
debt instruments, the yield on which may be affected by prepayments. The precise
application of the new legislation is unclear. For example, it is uncertain
whether a prepayment assumption will be applied collectively to all of a
taxpayer's investments in pools of debt instruments or will be applied on an
investment-by-investment basis. Similarly, as to investments in Grantor Trust
Fractional Interest Certificates, it is not clear whether the assumed prepayment
rate is to be determined at the time of the first sale of the Grantor Trust
Fractional Interest Certificate or, with respect to any holder, at the time of
that holder's purchase of the Grantor Trust Fractional Interest Certificate. It
is recommended that Certificateholders consult their own tax advisors concerning
reporting original issue discount with respect to Grantor Trust Fractional
Interest Certificates and refer to the related prospectus supplement with
respect to each Series to determine whether and in what manner the original
issue discount rules will apply to Mortgage Loans in such Series.
A purchaser of a Grantor Trust Fractional Interest Certificate that
purchases such Grantor Trust Fractional Interest Certificate at a cost less than
such Certificate's allocable portion of the aggregate remaining stated
redemption price of the Mortgage Loans held in the related Trust Fund will also
be required to include in gross income such Certificate's daily portions of any
original issue discount with respect to such Mortgage Loans. However, each such
daily portion will be reduced, if the cost of such Grantor Trust Fractional
Interest Certificate to such purchaser is in excess of such Certificate's
allocable portion of the aggregate "adjusted issue prices" of the Mortgage Loans
held in the related Trust Fund, approximately in proportion to the ratio such
excess bears to such Certificate's allocable portion of the aggregate original
issue discount remaining to be accrued on such Mortgage Loans. The adjusted
issue price of a Mortgage Loan on any given day equals the sum of--
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- the adjusted issue price or, in the case of the first accrual period, the
issue price, of such Mortgage Loan at the beginning of the accrual period
that includes such day, and
- the daily portions of original issue discount for all days during such
accrual period prior to such day.
The adjusted issue price of a Mortgage Loan at the beginning of any accrual
period will equal the issue price of such Mortgage Loan, increased by the
aggregate amount of original issue discount with respect to such Mortgage Loan
that accrued in prior accrual periods, and reduced by the amount of any payments
made on such Mortgage Loan in prior accrual periods of amounts included in its
stated redemption price.
In the absence of statutory or administrative clarification, it is
currently intended that information reports or returns to the IRS and
Certificateholders will be based on a prepayment assumption (the "Prepayment
Assumption") determined when Certificates are offered and sold hereunder and
disclosed in the related prospectus supplement, and on a constant yield computed
using a representative initial offering price for each Class of Certificates.
However, neither the Depositor nor any other person will make any representation
that the Mortgage Loans will in fact prepay at a rate conforming to such
Prepayment Assumption or any other rate or that the Prepayment Assumption will
not be challenged by the IRS on audit. Certificateholders also should bear in
mind that the use of a representative initial offering price will mean that such
information returns or reports, even if otherwise accepted as accurate by the
IRS, will in any event be accurate only as to the initial Certificateholders of
each Series who bought at that price.
Unless otherwise provided in the related prospectus supplement, the Trustee
or Master Servicer, as applicable, will provide to any holder of a Grantor Trust
Fractional Interest Certificate such information as such holder may reasonably
request from time to time with respect to original issue discount accruing on
Grantor Trust Fractional Interest Certificates. See "--Grantor Trust Reporting"
below.
Market Discount. If the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, a Certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Code to the extent an
interest in a Mortgage Loan is considered to have been purchased at a "market
discount", that is, in the case of a Mortgage Loan issued without original issue
discount, at a purchase price less than its remaining stated redemption price
(as defined above) or in the case of a Mortgage Loan issued with original issue
discount, at a purchase price less than its adjusted issue price (as defined
above). If market discount is in excess of a de minimis amount (as described
below), the holder generally will be required to include in income in each month
the amount of such discount that has accrued, under the rules described in the
next paragraph, through such month that has not previously been included in
income, but limited, in the case of the portion of such discount that is
allocable to any Mortgage Loan, to the payment of stated redemption price on
such Mortgage Loan that is received by or, in the case of accrual basis
Certificateholders, due to, the Trust Fund in that month. A Certificateholder
may elect to include market discount in income currently as it accrues, under a
constant yield method based on the yield of the Certificate to such holder,
rather than including it on a deferred basis in accordance with the foregoing
under rules similar to those described in "--Taxation of Owners of REMIC Regular
Interests--Market Discount" above.
Section 1276(b)(3) of the Code authorized the Treasury Department to issue
regulations providing for the method for accruing market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury Department, various
rules described in the Committee Report apply. Under those rules, in each
accrual period market discount on the Mortgage Loans should accrue, at the
holder's option:
- on the basis of a constant yield method;
- in the case of a Mortgage Loan issued without original issue discount, in
an amount that bears the same ratio to the total remaining market
discount as the stated interest paid in the accrual period bears to the
total stated interest remaining to be paid on the Mortgage Loan as of the
beginning of the accrual period; or
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- in the case of a Mortgage Loan issued with original issue discount, in an
amount that bears the same ratio to the total remaining market discount
as the original issue discount accrued in the accrual period bears to the
total original issue discount remaining at the beginning of the accrual
period.
Under legislation enacted in 1997, Section 1272(a)(6) of the Code requires
that a prepayment assumption be used in computing the accrual of original issue
discount with respect to any pool of debt instruments, the yield on which may be
affected by prepayments. Because the Mortgage Loans will be such a pool, it
appears that the prepayment assumption used, or that would be used, in
calculating the accrual of original issue discount, if any, is also to be used
in calculating the accrual of market discount. However, the precise application
of the new legislation is unclear. For example, it is uncertain whether a
prepayment assumption will be applied collectively to all of a taxpayer's
investments in pools of debt instruments or will be applied on an
investment-by-investment basis. Similarly, it is not clear whether the assumed
prepayment rate is to be determined at the time of the first sale of the Grantor
Trust Fractional Interest Certificate or, with respect to any holder, at the
time of that holder's purchase of the Grantor Trust Fractional Interest
Certificate. Moreover, because the regulations referred to in the preceding
paragraph have not been issued, it is not possible to predict what effect such
regulations might have on the tax treatment of a Mortgage Loan purchased at a
discount in the secondary market. It is recommended that Certificateholders
consult their own tax advisors concerning accrual of market discount with
respect to Grantor Trust Fractional Interest Certificates and should refer to
the related prospectus supplement with respect to each Series to determine
whether and in what manner the market discount will apply to Mortgage Loans
purchased at a market discount in such Series.
Because the Mortgage Loans will provide for periodic payments of stated
redemption price, such discount may be required to be included in income at a
rate that is not significantly slower than the rate at which such discount would
be included in income if it were original issue discount.
Market discount with respect to Mortgage Loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described in "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above within the exception that it is
less like that a prepayment assumption will be used for purposes of such rules
with respect to the Mortgage Loans.
Further, under the rules described in "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount", any discount that is not original
issue discount and exceeds a de minimis amount may require the deferral of
interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the underlying Mortgage Loans.
Premium. If a Certificateholder is treated as acquiring the underlying
Mortgage Loans at a premium, that is, at a price in excess of their remaining
stated redemption price, such Certificateholder may elect under Section 171 of
the Code to amortize using a constant yield method the portion of such premium
allocable to Mortgage Loans originated after September 27, 1985. Amortizable
premium is treated as an offset to interest income on the related debt
instrument, rather than as a separate interest deduction. However, premium
allocable to Mortgage Loans originated before September 28, 1985 or to Mortgage
Loans for which an amortization election is not made, should be allocated among
the payments of stated redemption price on the Mortgage Loan and be allowed as a
deduction as such payments are made or, for a Certificateholder using the
accrual method of accounting, when such payments of stated redemption price are
due.
It appears that a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Code similar to that
described for calculating the accrual of market discount of Grantor Trust
Fractional Interest Certificates. See "--Taxation of Owners of Grantor Trust
Fractional Interest Certificates--Market Discount", above.
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Taxation of Owners of Grantor Trust Strip Certificates. The "stripped
coupon" rules of Section 1286 of the Code will apply to the Grantor Trust Strip
Certificates. Except as described above in "--Taxation of Owners of Grantor
Trust Fractional Interest certificates--If Stripped Bond Rules Apply", no
regulations or published rulings under Section 1286 of the Code have been issued
and some uncertainty exists as to how it will be applied to securities such as
the Grantor Trust Strip Certificates. Accordingly, holders of Grantor Trust
Strip Certificates should consult their tax advisors concerning the method to be
used in reporting income or loss with respect to such Certificates.
The OID Regulations do not apply to "stripped coupons", although they
provide general guidance as to how the original issue discount sections of the
Code will be applied.
Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the Grantor Trust Strip
Certificates based on a constant yield method. In effect, each holder of Grantor
Trust Strip Certificates would include as interest income in each month an
amount equal to the product of such holder's adjusted basis in such Grantor
Trust Strip Certificate at the beginning of such month and the yield of such
Grantor Trust Strip Certificate to such holder. Such yield would be calculated
based on the price paid for that Grantor Trust Strip Certificate by its holder
and the payments remaining to be made thereon at the time of the purchase, plus
an allocable portion of the servicing fees and expenses to be paid with respect
to the Mortgage Loans. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Apply" above.
As noted above, Section 1272(a)(6) of the Code requires that a prepayment
assumption be used in computing the accrual of original issue discount with
respect to various categories of debt instruments, and that adjustments be made
in the amount and rate of accrual of such discount when prepayments do not
conform to such prepayment assumption. It appears that those provisions would
apply to Grantor Trust Strip Certificates. It is uncertain whether the assumed
prepayment rate would be determined based on conditions at the time of the first
sale of the Grantor Trust Strip Certificate or, with respect to any subsequent
holder, at the time of purchase of the Grantor Trust Strip Certificate by that
holder.
If the method for computing original issue discount under Section
1272(a)(6) results in a negative amount of original issue discount as to any
accrual period with respect to a grantor trust strip certificate, the amount of
original issue discount allocable to that accrual period will be zero. That is,
no current deduction of the negative amount will be allowed to you. A Grantor
Trust Certificateholder will instead only be permitted to offset that negative
amount against future positive original issue discount, if any, attributable to
that certificate. Although not free from doubt, it is possible that a Grantor
Trust Certificateholder may be permitted to deduct a loss to the extent your
basis in the certificate exceeds the maximum amount of payment you could ever
receive with respect to that certificate. However, any such loss may be a
capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to Grantor Trust Certificates with no,
or disproportionately small, amounts of principal, which can have negative
yields under circumstances that are not default related.
The accrual of income on the Grantor Trust Strip Certificates will be
significantly slower if a prepayment assumption is permitted to be made than if
yield is computed assuming no prepayments. In the absence of statutory or
administrative clarification, it currently is intended to base information
returns or reports to the IRS and Certificateholders on the Prepayment
Assumption disclosed in the related prospectus supplement and on a constant
yield computed using a representative initial offering price for each class of
Certificates. However, neither the Depositor nor any other person will make any
representation that the Mortgage Loans will in fact prepay at a rate conforming
to the Prepayment Assumption or at any other rate and Certificateholders should
bear in mind that the use of a representative initial offering price will mean
that such information returns or reports, even if otherwise accepted as accurate
by the IRS, will in any event be accurate only as to the initial
Certificateholders of each series who bought at that price. Prospective
purchasers of the Grantor Trust Strip Certificates should consult their tax
advisors regarding the use of the Prepayment Assumption.
It is unclear under what circumstances, if any, the prepayment of a
Mortgage Loan will give rise to a loss to the holder of a Grantor Trust Strip
Certificate. If a Grantor Trust Strip Certificate is treated as a
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single instrument, rather than an interest in discrete mortgage loans, and the
effect of prepayments is taken into account in computing yield with respect to
such Grantor Trust Strip Certificate, it appears that no loss may be available
as a result of any particular prepayment unless prepayments occur at a rate
faster than the Prepayment Assumption. However, if a Grantor Trust Strip
Certificate is treated as an interest in discrete Mortgage Loans then when a
Mortgage Loan is prepaid, the holder of a Grantor Trust Strip Certificate should
be able to recognize a loss equal to the portion of the adjusted issue price of
the Grantor Trust Strip Certificate that is allocable to such Mortgage Loan.
Sales of Grantor Trust Certificates. Any gain or loss, equal to the
difference between the amount realized on the sale or exchange of a Grantor
Trust Certificate and its adjusted basis, recognized on such sale or exchange of
a Grantor Trust Certificate by an investor who holds such Grantor Trust
Certificate as a capital asset, will be capital gain or loss, except to the
extent of accrued and unrecognized market discount, which will be treated as
ordinary income, and in the case of banks and other financial institutions,
except as provided under Section 582(c) of the Code. The adjusted basis of a
Grantor Trust Certificate generally will equal--
- its cost, increased by
- any income reported by the seller, including original issue discount and
market discount income, and reduced, but not below zero, by
- any previously reported losses, any amortized premium and by any
distributions with respect to such Grantor Trust Certificate.
Gain or loss from the sale of a Grantor Trust Certificate may be partially
or wholly ordinary and not capital in some circumstances. Gain attributable to
accrued and unrecognized market discount will be treated as ordinary income, as
will gain or loss recognized by banks and other financial institutions subject
to Section 582(c) of the Code. Furthermore, a portion of any gain that might
otherwise be capital gain may be treated as ordinary income to the extent that
the Grantor Trust Certificate is held as part of a "conversion transaction"
within the meaning of Section 1258 of the Code. A conversion transaction
generally is one in which the taxpayer has taken two or more positions in the
same or similar property that reduce or eliminate market risk, if substantially
all of the taxpayer's return is attributable to the time value of the taxpayer's
net investment in such transaction. The amount of gain realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate "applicable Federal rate". The applicable Federal
rate is computed and published monthly by the IRS at the time the taxpayer
enters into the conversion transaction, subject to appropriate reduction for
prior inclusion of interest and other ordinary income items from the
transaction.
The Code requires the recognition of gain upon the "constructive sale of an
appreciated financial position." A constructive sale of an appreciated financial
position occurs if a taxpayer enters into certain transactions or series of such
transactions that have the effect of substantially eliminating the taxpayer's
risk of loss and opportunity for gain with respect to the financial instrument.
Debt instruments that--
- entitle the holder to a specified principal amount,
- pay interest at a fixed or variable rate, and
- are not convertible into the stock of the issuer or a related party,
cannot be the subject of a constructive sale for this purpose. Because most
grantor trust certificates meet this exception, this Section will not apply to
most grantor trust certificates. However, certain grantor trust certificates
have no, or a disproportionately small, amount of principal and these
certificates can be the subject of a constructive sale.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for that taxable
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year, for purposes of the rule that limits the deduction of interest on
indebtedness incurred to purchase or carry property held for investment to a
taxpayer's net investment income.
Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the Trustee or Master Servicer, as applicable, will
furnish to each holder of a Grantor Trust Certificate with each distribution a
statement setting forth the amount of such distribution allocable to principal
on the underlying Mortgage Loans and to interest thereon at the related
Pass-Through Rate. In addition, the Trustee or Master Servicer, as applicable,
will furnish, within a reasonable time after the end of each calendar year, to
each holder of a Grantor Trust Certificate who was such a holder at any time
during such year, information regarding the amount of servicing compensation
received by the Master Servicer, the Special Servicer or any Sub-Servicer, and
such other customary factual information as the Depositor or the reporting party
deems necessary or desirable to enable holders of Grantor Trust Certificates to
prepare their tax returns and will furnish comparable information to the IRS as
and when required by law to do so. Because the rules for accruing discount and
amortizing premium with respect to the Grantor Trust Certificates are uncertain
in various respects, there is no assurance the IRS will agree with the Trustee's
or Master Servicer's, as the case may be, information reports of such items of
income and expense. Moreover, such information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial Certificateholders that bought their Certificates at the representative
initial offering price used in preparing such reports.
On August 13, 1998, the Service published proposed regulations, which will,
when effective, establish reporting rules for interests in "widely held fixed
investment trusts" similar to those applicable to regular interests in REMICs. A
widely-held fixed investment trust is defined as any entity classified as a
"trust" under Treasury Regulation Section 301.7701-4(c) in which any interest is
held by a middleman, which includes, but is not limited to, a custodian of a
person's account, a nominee, and a broker holding an interest for a customer in
street name. These regulations are proposed to be effective for calendar years
beginning on or after the date that the final regulations are published in the
Federal Register.
Backup Withholding. In general, the rules described in "--REMICs--Backup
Withholding with Respect to REMIC Certificates" will also apply to Grantor Trust
Certificates.
Foreign Investors. In general, the discussion with respect to REMIC
Regular Certificates in "--REMICs--Foreign Investors in REMIC Certificates"
applies to Grantor Trust Certificates except that Grantor Trust Certificates
will, unless otherwise disclosed in the related prospectus supplement, be
eligible for exemption from U.S. withholding tax, subject to the conditions
described in such discussion, only to the extent the related Mortgage Loans were
originated after July 18, 1984.
To the extent that interest on a Grantor Trust Certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Code from United States withholding
tax, and the Grantor Trust Certificate is not held in connection with a
Certificateholder's trade or business in the United States, such Grantor Trust
Certificate will not be subject to United States estate taxes in the estate of a
non-resident alien individual.
STATE AND OTHER TAX CONSIDERATIONS
In addition to the federal income tax consequences described in "Federal
Income Tax Consequences", potential investors should consider the state and
local tax consequences of the acquisition, ownership, and disposition of the
Offered Certificates. State tax law may differ substantially from the
corresponding federal law, and the discussion above does not purport to describe
any aspect of the income tax laws of any state or other jurisdiction. Therefore,
potential investors should consult their own tax advisors with respect to the
various tax consequences of investments in the Offered Certificates.
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ERISA CONSIDERATIONS
GENERAL
Sections 404 and 406 of the Employee Retirement Income Security Act of 1974
("ERISA") and Section 4975 of the Code impose various requirements on employee
benefit plans, and on other retirement plans and arrangements, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts, and as applicable, insurance company
general accounts, in which such plans, accounts or arrangements are invested
that are subject to the fiduciary responsibility provisions of ERISA and Section
4975 of the Code ("Plans"), and on persons who are fiduciaries with respect to
such Plans, in connection with the investment of Plan assets.
Various employee benefit plans, such as governmental plans (as defined in
ERISA Section 3(32)), and, if no election has been made under Section 410(d) of
the Code, church plans, as defined in Section 3(33) of ERISA, are not subject to
ERISA requirements. Accordingly, assets of such plans may be invested in Offered
Certificates without regard to the ERISA considerations described below, subject
to the provisions of other applicable federal and state law. Any such plan which
is qualified and exempt from taxation under Sections 401(a) and 501(a) of the
Code, however, is subject to the prohibited transaction rules set forth in
Section 503 of the Code.
ERISA generally imposes on Plan fiduciaries various general fiduciary
requirements, including those of investment prudence and diversification and the
requirement that a Plan's investments be made in accordance with the documents
governing the Plan. In addition, Section 406 of ERISA and Section 4975 of the
Code prohibit a broad range of transactions involving assets of a Plan and
persons ("parties in interest" within the meaning of ERISA and "disqualified
persons" within the meaning of the Code; collectively, "Parties in Interest")
who have specified relationships to the Plan, unless a statutory or
administrative exemption is available. The types of transactions between Plans
and Parties in Interest that are prohibited include--
- sales, exchanges or leases of property,
- loans or other extensions of credit, and
- the furnishing of goods and services.
Some Parties in Interest that participate in a prohibited transaction may
be subject to an excise tax imposed under Section 4975 of the Code or a penalty
imposed under Section 502(i) of ERISA, unless a statutory or administrative
exemption is available. In addition, the persons involved in the prohibited
transaction may have to rescind the transaction and pay an amount to the Plan
for any losses realized by the Plan or profits realized by such persons,
individual retirement accounts involved in the transaction may be disqualified
resulting in adverse tax consequences to the owner of such account and other
liabilities could result that would have a significant adverse effect on such
person.
PLAN ASSET REGULATIONS
A Plan's investment in Offered Certificates may cause the underlying
Mortgage Assets and other assets included in a related Trust Fund to be deemed
assets of such Plan. Section 2510.3-101 of the regulations (the "Plan Asset
Regulations") of the United States Department of Labor (the "DOL") provides that
when a Plan acquires an equity interest in an entity, the Plan's assets include
both such equity interest and an undivided interest in each of the underlying
assets of the entity, unless an exception applies. One exemption is that the
equity participation in the entity by "benefit plan investors", for example,
Plans and some employee benefit plans not subject to ERISA, is not
"significant", both as defined in the Plan Asset Regulations. For this purpose,
in general, equity participation by benefit plan investors will be "significant"
on any date if 25% or more of the value of any class of equity interests in
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the entity is held by benefit plan investors. The percentage owned by benefit
plan investors is determined by excluding the investments of the following
persons:
1. those with discretionary authority or control over the assets of
the entity;
2. those who provide investment advice directly or indirectly for a
fee with respect to the assets of the entity; and
3. those who are affiliates of the persons described in the preceding
clauses 1. and 2.
Equity participation in a Trust Fund will be significant on any date if
immediately after the most recent acquisition of any Certificate, 25% or more of
any Class of Certificates is held by benefit plan investors, determined by not
including the investments of the Depositor, the Trustee, the Master Servicer,
the Special Servicer, any other parties with discretionary authority over the
assets of a Trust Fund and their respective affiliates.
Any person who has discretionary authority or control respecting the
management or disposition of Plan assets, and any person who provides investment
advice with respect to such assets for a fee, is a fiduciary of the investing
Plan. If the Mortgage Assets and other assets included in a Trust Fund
constitute Plan assets, then any party exercising management or discretionary
control regarding those assets, such as a master servicer, a special servicer,
any sub-servicer, a trustee, the obligor under any related credit enhancement
mechanism, or affiliates of those parties may be deemed to be a Plan "fiduciary"
with respect to the investing Plan and thus subject to the fiduciary
responsibility provisions of ERISA. In addition, if the underlying assets of a
Trust Fund constitute Plan assets, the Depositor, any related REMIC
Administrator, any related Manager, any mortgagor with respect to a related
Mortgage Loan or a mortgage loan underlying a related MBS, as well as each of
the parties described in the preceding sentence, may become Parties in Interest
with respect to an investing Plan or a Plan holding an interest in an investing
entity. Thus, if the Mortgage Assets and other assets included in a Trust Fund
constitute Plan assets, the operation of the Trust Fund, may involve a
prohibited transaction under ERISA or the Code. For example, if a person who is
a Party in Interest with respect to an investing Plan is a mortgagor with
respect to a Mortgage Loan included in a Trust Fund, the purchase of
Certificates by the Plan could constitute a prohibited loan between a Plan and a
Party in Interest.
The Plan Asset Regulations provide that where a Plan acquires a "guaranteed
governmental mortgage pool certificate", the Plan's assets include such
certificate but do not solely by reason of the Plan's holdings of such
certificate include any of the mortgages underlying such certificate. The Plan
Asset Regulations include in the definition of a "guaranteed governmental
mortgage pool certificate" some FHLMC Certificates, GNMA Certificates and FNMA
Certificates, but do not include FAMC Certificates. Accordingly, even if such
types of MBS , other than FAMC Certificates, included in a Trust Fund were
deemed to be assets of Plan investors, the mortgages underlying such MBS, other
than FAMC Certificates, would not be treated as assets of such Plans. Thus, the
prohibited transaction described in the preceding paragraph, regarding a
prohibited loan, would not occur with respect to such types of MBS, other than
FAMC Certificates, held in a Trust Fund, even if such MBS were treated as assets
of Plans. Private label mortgage participations, mortgage pass-through
certificates, FAMC Certificates or other mortgage-backed securities are not
"guaranteed governmental mortgage pool certificates" within the meaning of the
Plan Asset Regulations.
In addition, and without regard to whether the Mortgage Assets and other
assets included in a Trust Fund constitute Plan assets, the acquisition or
holding of Offered Certificates by or on behalf of a Plan could give rise to a
prohibited transaction if the Depositor, the related Trustee or any related
Underwriter, Master Servicer, Special Servicer, Sub-Servicer, REMIC
Administrator, Manager, mortgagor or obligor under any credit enhancement
mechanism, or any affiliates of those parties, is or becomes a Party in Interest
with respect to an investing Plan. Accordingly, potential Plan investors should
consult their counsel and review the ERISA discussion in the related prospectus
supplement before purchasing any such Certificates.
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PROHIBITED TRANSACTION EXEMPTION 91-23
The DOL has issued an individual exemption, Prohibited Transaction
Exemption 91-23 (56 Fed. Reg. 15936, April 18, 1991) (the "Exemption"), to
Salomon Smith Barney Inc., formerly known as Smith Barney Inc., which generally
exempts from the application of the prohibited transaction provisions of Section
406 of ERISA, and the excise taxes imposed on such prohibited transactions under
Section 4975(a) and (b) of the Code, various transactions, among others,
relating to the servicing and operation of mortgage pools and the initial
purchase, holding and subsequent resale of mortgage pass-through certificates
underwritten by an Underwriter, as hereinafter defined, provided that the
conditions set forth in the Exemption are satisfied. For purposes of this
Section "ERISA Considerations", the term "Underwriter" shall include--
- Salomon Smith Barney Inc.,
- any person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Salomon Smith
Barney Inc., and
- any member of the underwriting syndicate or selling group of which a
person described in either of the first two bullet points is a manager or
co-manager with respect to a class of Certificates.
The Exemption sets forth six general conditions which must be satisfied for
the Exemption to apply. First, the acquisition of Certificates by a Plan or with
assets of a Plan must be on terms that are at least as favorable to the Plan as
they would be in an arm's-length transaction with an unrelated party. Second,
the Exemption only applies to Certificates evidencing rights and interests that
are not subordinated to the rights and interests evidenced by other Certificates
of the same trust. Third, the Certificates at the time of acquisition by a Plan
or with assets of a Plan must be rated in one of the three highest generic
rating categories by Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., Moody's Investors Service, Inc., Duff & Phelps
Credit Rating Co. or Fitch IBCA, Inc. (collectively, the "Exemption Rating
Agencies"). Fourth, the Trustee cannot be an affiliate of any member of the
"Restricted Group" which consists of any Underwriter, the Depositor, the
Trustee, the Master Servicer, any Special Servicer any Sub-Servicer and any
obligor with respect to assets included in the Trust Fund constituting more than
5% of the aggregate unamortized principal balance of the assets in the Trust
Fund as of the date of initial issuance of the Certificates. Fifth, the sum of
all payments made to and retained by the Underwriter(s) must represent not more
than reasonable compensation for underwriting the Certificates; the sum of all
payments made to and retained by the Depositor in connection with the assignment
of the assets to the related Trust Fund must represent not more than the fair
market value of such obligations; and the sum of all payments made to and
retained by the Master Servicer, any Special Servicer and any Sub-Servicer must
represent not more than reasonable compensation for such person's services under
the related Agreement and reimbursement of such person's reasonable expenses in
connection therewith. Sixth, the Exemption states that the investing Plan or
investor using Plan assets must be an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Commission under the Securities Act of 1933, as
amended.
The Exemption also requires that the Trust Fund meet the following
requirements:
- the Trust Fund must consist solely of assets of the type that have been
included in other investment pools;
- certificates evidencing interests in such other investment pools must
have been rated in one of the three highest categories of one of the
Exemption Rating Agencies for at least one year prior to the acquisition
of Certificates by or on behalf of a Plan or with assets of a Plan; and
- certificates evidencing interests in such other investment pools must
have been purchased by investors other than Plans for at least one year
prior to any acquisition of Certificates by or on behalf of a Plan or
with assets of a Plan.
A fiduciary of a Plan or any person investing assets of a Plan to purchase
a Certificate must make its own determination that the conditions set forth
above will be satisfied with respect to such Certificate.
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If the general conditions of the Exemption are satisfied, the Exemption may
provide an exemption from the restrictions imposed by Sections 406(a) and 407(a)
of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code
by reason of Sections 4975(c)(1)(A) through (D) of the Code, in connection with
the direct or indirect sale, exchange, transfer, holding or the direct or
indirect acquisition or disposition in the secondary market of Certificates by a
Plan or with assets of a Plan. However, no exemption is provided from the
restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the
acquisition or holding of a Certificate on behalf of an "Excluded Plan" by any
person who has discretionary authority or renders investment advice with respect
to the assets of such Excluded Plan. For purposes of the Certificates, an
Excluded Plan is a Plan sponsored by any member of the Restricted Group.
If specific conditions of the Exemption are also satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(b)(1) and
(b)(2) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the
Code by reason of Section 4975(c)(1)(E) of the Code, in connection with:
- the direct or indirect sale, exchange or transfer of Certificates in the
initial issuance of Certificates between the Depositor or an Underwriter
and a Plan when the person who has discretionary authority or renders
investment advice with respect to the investment of assets of a Plan in
the Certificates is--
1. a mortgagor with respect to 5% or less of the fair market value of the
Trust Fund Assets, or
2. an affiliate of such a person;
- the direct or indirect acquisition or disposition in the secondary market
of Certificates by a Plan; and
- the holding of Certificates by a Plan or with Plan Assets.
Further, if specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(a), 406(b) and 407 of ERISA, and the excise taxes imposed by Sections
4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for
transactions in connection with the servicing, management and operation of the
Trust Fund. The Depositor expects that the specific conditions of the Exemption
required for this purpose will be satisfied with respect to the Certificates so
that the Exemption would provide an exemption from the restrictions imposed by
Sections 406(a) and (b) of ERISA, as well as the excise taxes imposed by
Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code,
for transactions in connection with the servicing, management and operation of
the Trust Fund, provided that the general conditions of the Exemption are
satisfied.
The Exemption also may provide an exemption from the restrictions imposed
by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Section
4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of
the Code if such restrictions are deemed to otherwise apply merely because a
person is deemed to be a Party in Interest with respect to an investing Plan by
virtue of providing services to the Plan, or by virtue of having specified
relationships to such a person, solely as a result of the Plan's ownership of
Certificates.
PROHIBITED TRANSACTION CLASS EXEMPTIONS
In considering an investment in the Offered Certificates, a Plan fiduciary
should consider the availability of prohibited transaction exemptions
promulgated by the DOL including, among others, Prohibited Transaction Class
Exemption ("PTCE") 75-1, which exempts some transactions involving Plans and
some broker-dealers, reporting dealers and banks; PTCE 90-1, which exempts
various transactions between insurance company separate accounts and Parties in
Interest; PTCE 91-38, which exempts various transactions between bank collective
investment funds and Parties in Interest; PTCE 84-14, which exempts various
transactions effected on behalf of a Plan by a "qualified professional
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asset manager"; PTCE 95-60, which exempts various transactions between insurance
company general accounts and Parties in Interest; and PTCE 96-23, which exempts
various transactions effected on behalf of a Plan by an "in-house asset
manager". There can be no assurance that any of these class exemptions will
apply with respect to any particular Plan investment in the Certificates or,
even if it were deemed to apply, that any exemption would apply to all
transactions that may occur in connection with such investment. The prospectus
supplement with respect to the Offered Certificates of any Series may contain
additional information regarding the availability of other exemptions with
respect to such Offered Certificates.
INSURANCE COMPANY GENERAL ACCOUNTS
In addition to any exemption that may be available under PTCE 95-60 for the
purchase and holding of Offered Certificates by an insurance company general
account, the Small Business Job Protection Act of 1996 added a new Section
401(c) to ERISA, which provides some exemptive relief from the provisions of
Part 4 of Title I of ERISA and Section 4975 of the Code, including the
prohibited transaction restrictions imposed by ERISA and the related excise
taxes imposed by the Code, for transactions involving an insurance company
general account. Under Section 401(c) of ERISA, the DOL is required to issue
final regulations ("401(c) Regulations") no later than December 31, 1997, which
are to provide guidance for the purpose of determining, in cases where insurance
policies supported by an insurer's general account are issued to or for the
benefit of a Plan on or before December 31, 1998, which general account assets
constitute Plan assets. Section 401(c) of ERISA generally provides that, until
the date which is 18 months after the 401(c) Regulations become final, no person
shall be subject to liability under Part 4 of Title I of ERISA and Section 4975
of the Code on the basis of a claim that the assets of an insurance company
general account constitute Plan assets, unless--
- as otherwise provided by the Secretary of Labor in the 401(c) Regulations
to prevent avoidance of the regulations, or
- an action is brought by the Secretary of Labor for breaches of fiduciary
duty which would also constitute a violation of federal or state criminal
law.
Any assets of an insurance company general account which support insurance
policies issued to a Plan after December 31, 1998 or issued to Plans on or
before December 31, 1998 for which the insurance company does not comply with
the 401(c) Regulations may be treated as Plan assets. In addition, because
Section 401(c) does not relate to insurance company separate accounts, separate
account assets are still treated as Plan assets of any Plan invested in such
separate account. Insurance companies contemplating the investment of general
account assets in Offered Certificates should consult with their legal counsel
with respect to the applicability of Section 401(c) of ERISA, including the
general account's ability to continue to hold such Certificates after the date
which is 18 months after the date the 401(c) Regulations become final.
CONSULTATION WITH COUNSEL
Any Plan fiduciary which proposes to purchase Offered Certificates on
behalf of or with assets of a Plan should consider its general fiduciary
obligations under ERISA and should consult with its counsel with respect to the
potential applicability of ERISA and the Code to such investment and the
availability of any prohibited transaction exemption in connection with the
purchase of any Offered Certificates.
TAX EXEMPT INVESTORS
A Plan that is exempt from federal income taxation under Section 501 of the
Code (a "Tax Exempt Investor") nonetheless will be subject to federal income
taxation to the extent that its income is "unrelated business taxable income"
("UBTI") within the meaning of Section 512 of the Code. All "excess inclusions"
of a REMIC allocated to a REMIC Residual Certificate held by a Tax-Exempt
Investor will be considered UBTI and thus will be subject to federal income tax.
See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Residual Certificates--Excess Inclusions".
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LEGAL INVESTMENT
Unless otherwise specified in the related prospectus supplement, the
Offered Certificates will not constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA").
In general, "mortgage related securities" are legal investments for
persons, trusts, corporations, partnerships, associations, business trusts and
business entities, including depository institutions, insurance companies and
pension funds, created or existing under the laws of the United States or of any
state, including the District of Columbia and Puerto Rico, and whose authorized
investments are subject to state regulation, to the same extent that, under
applicable law, obligations issued by or guaranteed as to principal and interest
by the United States or any agency or instrumentality of the United States
constitute legal investments for such entities. The appropriate characterization
of those Offered Certificates not qualifying as "mortgage related securities"
("Non-SMMEA Certificates") under various legal investment restrictions, and thus
the ability of investors subject to these restrictions to purchase such Offered
Certificates, may be subject to significant interpretive uncertainties.
Accordingly, investors whose investment authority is subject to legal
restrictions should consult their own legal advisors to determine whether and to
what extent the Non-SMMEA Certificates constitute legal investments for them.
Prior to December 31, 1996, only Classes of Offered Certificates that--
- were rated in one of the two highest rating categories by one or more
Rating Agencies, and
- were part of a Series evidencing interests in a Trust Fund consisting of
loans directly secured by a first lien on a single parcel of real estate
upon which is located a dwelling or mixed residential and commercial
structure, and originated by the types of originators specified in SMMEA,
would be "mortgage related securities" for purposes of SMMEA.
Furthermore, under SMMEA as originally enacted, if a state enacted
legislation on or before October 3, 1991 that specifically limited the legal
investment authority of any of the entities referred to in the preceding
paragraph with respect to "mortgage related securities" under such definition,
Offered Certificates would constitute legal investments for entities subject to
such legislation only to the extent provided in such legislation. Effective
December 31, 1996, the definition of "mortgage related securities" was modified
to include among the types of loans to which such securities may relate, loans
secured by "one or more parcels of real estate upon which is located one or more
commercial structures". In addition, the related legislative history states that
this expanded definition includes multifamily loans secured by more than one
parcel of real estate upon which is located more than one structure. Until
September 23, 2001, any state may enact legislation limiting the extent to which
"mortgage related securities" under this expanded definition would constitute
legal investments under that state's laws. However, enactment by a state of any
such legislative restrictions will not affect the validity of any contractual
commitment to purchase, hold or invest in securities qualifying as "mortgage
related securities" that was made, and will not require the sale or disposition
of any securities that were acquired, prior to enactment of such state
legislation.
SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage related
securities" without limitation as to the percentage of their assets represented
thereby, federal credit unions may invest in such securities, and national banks
may purchase such securities for their own account without regard to the
limitations generally applicable to investment securities set forth in 12 U.S.C.
sec.24 (Seventh), subject in each case to such regulations as the applicable
federal regulatory authority may prescribe.
In this connection, the Office of the Comptroller of the Currency (the
"OCC") has amended 12 C.F.R. Part 1 to authorize national banks to purchase and
sell for their own account, without limitation as to a percentage of the bank's
capital and surplus, but subject to compliance with general standards in 12
C.F.R. sec.1.5 concerning "safety and soundness" and retention of credit
information, some "Type IV
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securities", defined in 12 C.F.R. sec.1.2(1) to include some "commercial
mortgage-related securities" and "residential mortgage-related securities". As
so defined, "commercial mortgage-related security" and "residential
mortgage-related security" mean, in relevant part, "mortgage related security"
within the meaning of SMMEA, provided that, in the case of a "commercial
mortgage-related security", it "represents ownership of a promissory note or
certificate of interest or participation that is directly secured by a first
lien on one or more parcels of real estate upon which one or more commercial
structures are located and that is fully secured by interests in a pool of loans
to numerous obligors". In the absence of any rule or administrative
interpretation by the OCC defining the term "numerous obligors", no
representation is made as to whether any Class of Offered Certificates will
qualify as "commercial mortgage-related securities", and thus as "Type IV
securities", for investment by national banks. The National Credit Union
Administration (the "NCUA") has adopted rules, codified at 12 C.F.R. Part 703,
which permit federal credit unions to invest in "mortgage related securities"
under limited circumstances, other than stripped mortgage related securities,
residual interests in mortgage related securities, and commercial mortgage
related securities, unless the credit union has obtained written approval from
the NCUA to participate in the "investment pilot program" described in 12 C.F.R.
sec.703.140. The Office of Thrift Supervision (the "OTS") has issued Thrift
Bulletin 13a December 1, 1998), "Management of Interest Rate Risk, Investment
Securities, and Derivatives Activities", which thrift institutions subject to
the jurisdiction of the OTS should consider before investing in any of the
Offered Certificates.
All depository institutions considering an investment in the Offered
Certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" (the "1998 Policy Statement") of
the Federal Financial Institutions Examination Council, which has been adopted
by the Board of Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation (the "FDIC"), the OCC and the OTS effective May 26, 1998,
and by the NCUA effective October 1, 1998. The 1998 Policy Statement sets forth
general guidelines which depository institutions must follow in managing risks,
including market, credit, liquidity, operational, transactional and legal risks,
applicable to all securities, including mortgage pass-through securities and
mortgage-derivative products, used for investment purposes.
Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by such authorities before purchasing any Offered
Certificates, as some Series or Classes of Offered Certificates may be deemed
unsuitable investments, or may otherwise be restricted, under such rules,
policies or guidelines, in some instances irrespective of SMMEA.
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income paying" and, with regard to any Offered
Certificates issued in book-entry form, provisions which may restrict or
prohibit investments in securities which are issued in book-entry form.
Except as to the status of some Classes of Offered Certificates as
"mortgage related securities", no representations are made as to the proper
characterization of the Offered Certificates for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase Offered Certificates under
applicable legal investment restrictions. The uncertainties described above, and
any unfavorable future determinations concerning legal investment of financial
institution regulatory characteristics of the Offered Certificates, may
adversely affect the liquidity of the Offered Certificates.
Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements or review by
regulatory authorities should consult with their legal advisors in determining
whether and to what extent the Offered Certificates of any Class and Series
constitute legal investments or are subject to investment, capital or other
restrictions and, if applicable, whether SMMEA has been overridden in any
jurisdiction relevant to such investor.
97
<PAGE> 302
METHOD OF DISTRIBUTION
The Offered Certificates offered hereby and by the Supplements to this
prospectus will be offered in series. The distribution of the Certificates may
be effected from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices to be
determined at the time of sale or at the time of commitment therefor. If so
specified in the related prospectus supplement, the Offered Certificates will be
distributed in a firm commitment underwriting, subject to the terms and
conditions of the underwriting agreement, by Salomon Smith Barney Inc. ("Salomon
Smith Barney") acting as underwriter with other underwriters, if any, named in
the prospectus supplement. In such event, the prospectus supplement may also
specify that the underwriters will not be obligated to pay for any Offered
Certificates agreed to be purchased by purchasers under purchase agreements
acceptable to the Depositor. In connection with the sale of Offered
Certificates, underwriters may receive compensation from the Depositor or from
purchasers of Offered Certificates in the form of discounts, concessions or
commissions. The prospectus supplement will describe any such compensation paid
by the Depositor.
Alternatively, the prospectus supplement may specify that Offered
Certificates will be distributed by Salomon Smith Barney acting as agent or in
some cases as principal with respect to Offered Certificates that it has
previously purchased or agreed to purchase. If Salomon Smith Barney acts as
agent in the sale of Offered Certificates, Salomon Smith Barney will receive a
selling commission with respect to such Offered Certificates, depending on
market conditions, expressed as a percentage of the aggregate Certificate
Balance or notional amount of such Offered Certificates as of the Cut-off Date.
The exact percentage for each series of Certificates will be disclosed in the
related prospectus supplement. To the extent that Salomon Smith Barney elects to
purchase Offered Certificates as principal, Salomon Smith Barney may realize
losses or profits based upon the difference between its purchase price and the
sales price. The prospectus supplement with respect to any series offered other
than through underwriters will contain information regarding the nature of such
offering and any agreements to be entered into between the Depositor and
purchasers of Offered Certificates of such series.
The Depositor will indemnify Salomon Smith Barney and any underwriters
against some civil liabilities, including liabilities under the Securities Act
of 1933, or will contribute to payments Salomon Smith Barney and any
underwriters may be required to make in respect of those liabilities.
In the ordinary course of business, Salomon Smith Barney and the Depositor
may engage in various securities and financing transactions, including
repurchase agreements to provide interim financing of the Depositor's mortgage
loans pending the sale of such mortgage loans or interests in such mortgage
loans, including the Certificates.
The Depositor anticipates that the Offered Certificates will be sold
primarily to institutional investors. Purchasers of Offered Certificates,
including dealers, may, depending on the facts and circumstances of such
purchases, be deemed to be "underwriters" within the meaning of the Securities
Act of 1933 in connection with reoffers and sales by them of Offered
Certificates. Certificateholders should consult with their legal advisors in
this regard prior to any such reoffer or sale.
As to each series of Certificates, only those classes rated in an
investment grade rating category by any Rating Agency will be offered hereby.
Any unrated class may be initially retained by the Depositor, and may be sold by
the Depositor at any time to one or more institutional investors.
LEGAL MATTERS
Various legal matters in connection with the Certificates, including some
federal income tax consequences, will be passed upon for the Depositor by
Thacher Proffitt & Wood, New York, New York, or Sidley & Austin, New York, New
York.
98
<PAGE> 303
FINANCIAL INFORMATION
A new Trust Fund will be formed with respect to each series of Certificates
and no Trust Fund will engage in any business activities or have any assets or
obligations prior to the issuance of the related series of Certificates.
Accordingly, no financial statements with respect to any Trust Fund will be
included in this prospectus or in the related prospectus supplement.
RATING
It is a condition to the issuance of any class of Offered Certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by a Rating Agency.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by certificateholders of all distributions on the underlying mortgage
loans. These ratings address the structural, legal and issuer-related aspects
associated with such certificates, the nature of the underlying mortgage loans
and the credit quality of the guarantor, if any. Ratings on mortgage
pass-through certificates do not represent any assessment of the likelihood of
principal prepayments by mortgagors or of the degree by which such prepayments
might differ from those originally anticipated. As a result, certificateholders
might suffer a lower than anticipated yield, and, in addition, holders of
stripped interest certificates in extreme cases might fail to recoup their
initial investments.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.
AVAILABLE INFORMATION
The Depositor is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information filed
by the Depositor can be inspected and copied at the public reference facilities
maintained by the Commission at its Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549, and its Regional Offices located as follows:
Chicago Regional Office, 500 West Madison, 14th Floor, Chicago, Illinois 60661;
New York Regional Office, Seven World Trade Center, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Depositor does not intend to send any financial reports to
Certificateholders.
This prospectus does not contain all of the information set forth in the
Registration Statement, of which this prospectus forms a part, and exhibits
thereto which the Depositor has filed with the Commission under the Securities
Act of 1933 and to which reference is hereby made.
REPORTS TO CERTIFICATEHOLDERS
The Master Servicer or the Trustee will be required to mail to holders of
Offered Certificates of each series periodic unaudited reports concerning the
related Trust Fund. Unless and until definitive Certificates are issued, or
unless otherwise provided in the related prospectus supplement, such reports
will be sent on behalf of the related Trust Fund to a nominee of The Depository
Trust Company ("DTC") and registered holder of the Offered Certificates, under
the applicable Agreement. Such reports may be available to holders of interests
in the Certificates (the "Certificateholders") upon request to their respective
DTC participants. See "Description of the Certificates--Reports to
Certificateholders" and "Description of the Agreements--Evidence as to
Compliance". The Depositor will file or cause to be filed with the Commission
such periodic reports with respect to each Trust Fund as are required under the
Exchange Act, and the rules and regulations of the Commission thereunder.
99
<PAGE> 304
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated in this prospectus by reference all documents and
reports filed or caused to be filed by the Depositor with respect to a Trust
Fund under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of Offered Certificates evidencing interests in the
Trust Fund. The Depositor will provide or cause to be provided without charge to
each person to whom this prospectus is delivered in connection with the offering
of one or more classes of Offered Certificates, a copy of any or all documents
or reports incorporated in this prospectus by reference, in each case to the
extent such documents or reports relate to one or more of such classes of such
Offered Certificates, other than the exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents. Requests
to the Depositor should be directed in writing to its principal executive office
at Seven World Trade Center, New York, New York 10048, Attention: Secretary, or
by telephone at (212) 783-5635. The Depositor has determined that its financial
statements are not material to the offering of any Offered Certificates.
100
<PAGE> 305
INDEX OF PRINCIPAL DEFINITIONS
<TABLE>
<CAPTION>
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<S> <C>
1998 Policy Statement.............. 97
401(c) Regulations................. 95
Accrual Certificates............... 22
Accrued Certificate Interest....... 24
ACMs............................... 57
ADA................................ 60
Agreement.......................... 31
ARM Loans.......................... 15
Available Distribution Amount...... 23
Book-Entry Certificates............ 23
Cash Flow Agreement................ 18
CERCLA............................. 57
Certificate........................ 31
Certificate Account................ 17, 34
Certificate Balance................ 25
Certificate Owners................. 30
Certificateholders................. 100
Closing Date....................... 64
Code............................... 61
Commercial Loans................... 13
Commercial Properties.............. 13
Commission......................... 99
Committee Report................... 64
Contributions Tax.................. 77
Cooperatives....................... 13
CPR................................ 20
Credit Support..................... 18
Crime Control Act.................. 61
Cut-off Date....................... 25
Debt Service Coverage Ratio........ 13
Definitive Certificates............ 23
Depositor.......................... 22
Determination Date................. 23
Distribution Date.................. 23
DOL................................ 91
DTC................................ 30, 99
Due Period......................... 23
Equity Participation............... 16
ERISA.............................. 91
</TABLE>
<TABLE>
<CAPTION>
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<S> <C>
Exchange Act....................... 99
Excluded Plan...................... 94
Exemption.......................... 93
Exemption Rating Agencies.......... 93
FDIC............................... 34, 97
Garn Act........................... 59
Grantor Trust Certificates......... 61
Grantor Trust Fund................. 61
holder............................. 62
Indirect Participants.............. 30
Insurance Proceeds................. 35
IRS................................ 64
Issue Premium...................... 71
L/C Bank........................... 50
Liquidation Proceeds............... 35, 35
Loan-to-Value Ratio................ 14
Lock-out Date...................... 16
Lock-out Period.................... 16
Mark-to-Market Regulations......... 74
Master Servicer.................... 44
MBS................................ 12
MBS Agreement...................... 16
MBS Issuer......................... 16
MBS Servicer....................... 16
MBS Trustee........................ 17
Mortgage Asset Seller.............. 12
Mortgage Assets.................... 12
Mortgage Loans..................... 12
Mortgage Notes..................... 13
Mortgage Rate...................... 16
Mortgaged Properties............... 13
Mortgages.......................... 13
Multifamily Loans.................. 13
Multifamily Properties............. 13
NCUA............................... 97
Net Leases......................... 14
Net Operating Income............... 13
New Regulations.................... 81
Nonrecoverable Advance............. 26
</TABLE>
101
<PAGE> 306
<TABLE>
<CAPTION>
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<S> <C>
Non-SMMEA Certificates............. 96
OCC................................ 96
Offered Certificates............... 12
OID Regulations.................... 62
Originator......................... 13
OTS................................ 97
Participants....................... 30
Parties in Interest................ 91
Pass-Through Rate.................. 24
Permitted Investments.............. 34
Plan Asset Regulations............. 91
Plans.............................. 91
Prepayment Assumption.............. 64, 86
Prepayment Premium................. 16
Prohibited Transactions Tax........ 77
PTCE............................... 94
Purchase Price..................... 33
Record Date........................ 23
Related Proceeds................... 26
Relief Act......................... 60
REMIC.............................. 61
REMIC Certificates................. 61
REMIC Provisions................... 61
REMIC Regular Certificates......... 62
REMIC Regulations.................. 62
REMIC Residual Certificates........ 62
REO Property....................... 37
</TABLE>
<TABLE>
<CAPTION>
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<S> <C>
REO Tax............................ 40
RICO............................... 60
Salomon Smith Barney............... 98
Senior Certificates................ 22
Servicing Standard................. 37
SMMEA.............................. 96
SPA................................ 20
Special Servicer................... 38
Spread Certificates................ 22
Stripped Interest Certificates..... 22
Stripped Principal Certificates.... 22
Subordinate Certificates........... 22
Sub-Servicer....................... 38
Sub-Servicing Agreement............ 38
Tax Exempt Investor................ 95
Tiered MBS......................... 12
Tiered REMICs...................... 63
Title V............................ 59
Trust Fund......................... 12
Trustee............................ 47
UBTI............................... 95
UCC................................ 52
Underlying Mortgage Loans.......... 12
United States Person............... 80
Value.............................. 14
Warranting Party................... 32
Whole Loans........................ 12
</TABLE>
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[INTENTIONALLY LEFT BLANK]
<PAGE> 308
The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is
"SBMS2000C1.XLS". The spreadsheet file "SBMS2000C1.XLS" is a Microsoft Excel,
Version 5.0 spreadsheet. The spreadsheet file provides, in electronic format,
particular statistical information that appears under the caption "Description
of the Mortgage Pool" in, and on Annex A to, this prospectus supplement. Defined
terms used, but not otherwise defined, in the spreadsheet file will have the
respective meanings assigned to them in this prospectus supplement. All the
information contained in the spreadsheet file is subject to the same limitations
and qualifications contained in this prospectus supplement. Prospective
investors are strongly urged to read this prospectus supplement and accompanying
prospectus in its entirety prior to accessing the spreadsheet file.
- ---------------
(1) Microsoft Excel is a registered trademark of Microsoft Corporation.
<PAGE> 309
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT PAGE
--------------------- ----
<S> <C>
Important Notice About the Information Contained in
this Prospectus Supplement, the Accompanying
Prospectus and the Related Registration
Statement........................................ 4
Summary of Prospectus Supplement................... 5
Risk Factors....................................... 23
Capitalized Terms Used in this Prospectus
Supplement....................................... 42
Forward-Looking Statements......................... 43
Description of the Mortgage Pool................... 43
Servicing of the Mortgage Loans.................... 68
Description of the Offered Certificates............ 83
Yield And Maturity Considerations.................. 99
Use of Proceeds.................................... 104
Federal Income Tax Consequences.................... 104
ERISA Considerations............................... 108
Legal Investment................................... 112
Method of Distribution............................. 112
Legal Matters...................................... 113
Ratings............................................ 113
Glossary........................................... 115
Annex A--Characteristics of the Underlying Mortgage
Loans and the Mortgaged Real Properties.......... A-1
Annex B--Form of Trustee Report.................... B-1
Annex C--Decrement Tables for Class A-1, A-2, B, C,
D, E, F and G Certificates....................... C-1
Annex D--Price/Yield Tables for Class X
Certificates..................................... D-1
PROSPECTUS
Important Notice About Information in This
Prospectus and each Accompanying Prospectus
Supplement....................................... 3
Risk Factors....................................... 4
Description of the Trust Funds..................... 12
Use of Proceeds.................................... 18
Yield Considerations............................... 18
The Depositor...................................... 22
Description of the Certificates.................... 22
Description of the Agreements...................... 31
Description of Credit Support...................... 48
Certain Legal Aspects of Mortgage Loans............ 51
Federal Income Tax Consequences.................... 61
State and Other Tax Consequences................... 90
ERISA Considerations............................... 91
Legal Investment................................... 96
Method of Distribution............................. 98
Legal Matters...................................... 98
Financial Information.............................. 99
Rating............................................. 99
Available Information.............................. 99
Reports to Certificateholders...................... 99
Incorporation of Certain Information by
Reference........................................ 100
Index of Principal Definitions..................... 101
</TABLE>
UNTIL , ALL DEALERS THAT COMPLETE TRANSACTIONS IN THE
OFFERED CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE
REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
- ---------------------------------------------------------------
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$656,496,000
(APPROXIMATE)
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
(DEPOSITOR)
SALOMON BROTHERS REALTY CORP.
AND
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
(MORTGAGE LOAN SELLERS)
CLASS A-1, CLASS A-2, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F,
CLASS G AND CLASS X
SALOMON BROTHERS COMMERCIAL MORTGAGE TRUST,
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2000-C1
------------------
PROSPECTUS SUPPLEMENT
, 2000
------------------
SALOMON SMITH BARNEY
GREENWICH CAPITAL MARKETS, INC.
CHASE SECURITIES INC.
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