<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration File No.: 33-05271
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 19, 1996)
[CHASE LOGO]
$233,139,205 (APPROXIMATE)
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
DEPOSITOR
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-2
The Series 1996-2 Commercial Mortgage Pass-Through Certificates (the
"Certificates") will consist of the following twelve classes (each, a
"Class"): the Class A-1 and Class A-2 Certificates (collectively, the "Class A
Certificates"), Class X, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class R and Class LR Certificates. The Class A Certificates and the
Class X Certificates are collectively referred to herein as the "Senior
Certificates." The Class B, Class C, Class D, Class E, Class F, Class G and
Class H Certificates are referred to collectively herein as the "Subordinate
Certificates." The Class B, Class C, Class D and Class E Certificates are
referred to herein collectively as the "Subordinate Offered Certificates." The
Class R and Class LR Certificates are collectively referred to herein as the
"Residual Certificates." Only the Class A, Class B, Class C, Class D, Class E
and Class X Certificates are being offered hereby (collectively, the "Offered
Certificates").
(continued on page S-3)
<TABLE>
<CAPTION>
INITIAL CLASS
CERTIFICATE
BALANCE OR PASS- ASSUMED FINAL RATED FINAL
NOTIONAL THROUGH DISTRIBUTION DISTRIBUTION
AMOUNT(1) RATE DATE(2) DATE(3)
--------------- --------- ------------------- -----------------
<S> <C> <C> <C> <C>
Class A-1 $ 53,977,671 6.70% July 19, 2003 November 19, 2028
Class A-2 $128,080,472 6.90% September 19, 2006 November 19, 2028
Class X $261,954,164 (4) December 19, 2006 November 19, 2028
Class B $ 17,027,021 6.90% October 19, 2006 November 19, 2028
Class C $ 15,717,250 6.90% November 19, 2006 November 19, 2028
Class D $ 13,097,708 6.90% November 19, 2006 November 19, 2028
Class E $ 5,239,083 6.90% November 19, 2006 November 19, 2028
</TABLE>
(Footnotes to table on page S-3)
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS ON
THE OFFERED CERTIFICATES. THE OFFERED CERTIFICATES DO NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR OR ANY OF ITS AFFILIATES. NEITHER
THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY THE DEPOSITOR OR ANY OF ITS
AFFILIATES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING UNDER THE
CAPTION "RISK FACTORS" BEGINNING ON PAGE S-24 HEREIN AND PAGE 17 IN THE
PROSPECTUS BEFORE PURCHASING ANY OFFERED CERTIFICATE.
The Offered Certificates will be purchased from the Depositor by Chase
Securities Inc. and PaineWebber Incorporated (collectively, the
"Underwriters") and will be offered by the Underwriters from time to time in
negotiated transactions or otherwise at varying prices to be determined at the
time of sale. Proceeds to the Depositor from the sale of the Offered
Certificates, before deducting expenses payable by the Depositor estimated to
be approximately $1,100,000, will be 110.320% of the initial aggregate
Certificate Balance of the Offered Certificates, plus accrued interest on the
Offered Certificates from the Cut-off Date. The Offered Certificates are
offered by the Underwriters subject to prior sale, when, as and if delivered
to and accepted by the Underwriters and subject to certain other conditions.
It is expected that the Offered Certificates will be delivered in book-entry
form through the Same-Day Funds Settlement System of The Depository Trust
Company ("DTC") on or about December 18, 1996 (the "Closing Date").
The Depositor has selected two equal co-lead managing Underwriters in
connection with the offering and sale of the Offered Certificates. PaineWebber
Incorporated is the book running managing Underwriter with all Offered
Certificates being sold solely on a retention basis and each co-lead managing
Underwriter agreeing to purchase one-half of each Class of Offered
Certificates.
CHASE SECURITIES INC. PAINEWEBBER INCORPORATED
December 2, 1996
<PAGE>
A chart providing a geographic overview of the Mortgage Pool is located
here. The chart consists of a map of the United States of America which lists
for each state where Mortgaged Properties are located the following
information: (i) the number of Mortgaged Properties located in such state;
(ii) the aggregate dollar amount of the Mortgage Loans secured by such
Mortgaged Properties and (iii) the percentage that the aggregate dollar amount
of the Mortgage Loans secured by such Mortgaged Properties represents out of
the aggregate dollar amount of the entire Mortgage Pool.
<PAGE>
(Continued from cover page)
- ------------
(1) Approximate, subject to a permitted variance of plus or minus 5%.
(2) The Assumed Final Distribution Dates set forth above have been
determined on the basis of the assumptions described in "Description of the
Certificates--Assumed Final Distribution Date; Rated Final Distribution Date"
herein.
(3) The Rated Final Distribution Date is the first Distribution Date after
the 24th month following the end of the amortization term of the Mortgage
Loan, that, as of the Cut-off Date, has the longest remaining amortization
term.
(4) The Pass-Through Rate on the Class X Certificates will be equal to the
excess, if any, of (i) the weighted average of the Net Mortgage Rates of the
Mortgage Loans, over (ii) the weighted average of the Pass-Through Rates of
the other Certificates (other than the Residual Certificates) as described
herein.
The Certificates will represent in the aggregate the entire beneficial
ownership interest in a trust fund (the "Trust Fund") to be established by the
Depositor, that will consist primarily of a segregated pool (the "Mortgage
Pool") of 94 multifamily and 2 mobile home community, fixed-rate, balloon
mortgage loans (the "Mortgage Loans"). The Chase Manhattan Bank and Paine
Webber Real Estate Securities Inc. (or an affiliate thereof) originated or
acquired the Mortgage Loans. As of December 1, 1996 (the "Cut-off Date"), the
Mortgage Loans are expected to have an aggregate principal balance of
approximately $261,954,164 (the "Initial Pool Balance"), after application of
all payments of principal due on or before such date, whether or not received.
Certain anticipated characteristics of the Mortgage Loans are described herein
under "Description of the Mortgage Pool." The rights of the holders of the
Subordinate Certificates to receive distributions with respect to the Trust
Fund will be subordinate to the rights of the holders of the Senior
Certificates, and the rights of the holders of certain Classes of Subordinate
Certificates to receive distributions with respect to the Trust Fund will be
subordinate to the rights of the holders of other Classes of Subordinate
Certificates, in each case to the extent described herein and in the
Prospectus.
It is a condition of their issuance that each Class of the Class A
Certificates be rated not lower than "AAA," the Class B Certificates be rated
not lower than "AA," the Class C Certificates be rated not lower than "A," the
Class D Certificates be rated not lower than "BBB" and the Class E
Certificates be rated not lower than "BBB-" by Standard & Poor's Ratings
Services ("S&P") and by Duff & Phelps Credit Rating Co. ("DCR"). It is a
condition of their issuance that the Class X Certificates be rated not lower
than "AAA" by DCR. See "Rating" herein.
There is currently no secondary market for the Offered Certificates. The
Underwriters intend to make a secondary market in the Offered Certificates,
but are not obligated to do so. There can be no assurance that a secondary
market for the Offered Certificates will develop or, if it does develop, that
it will continue. The Offered Certificates will not be listed on any
securities exchange.
If and to the extent required by applicable law or regulation, this
Prospectus Supplement and the Prospectus will be used by Chase Securities
Inc. in connection with offers and sales related to market-making
transactions in the Offered Certificates with respect to which Chase
Securities Inc. is a principal. Chase Securities Inc. may also act as agent
in such transactions. Such sales will be made at negotiated prices determined
at the time of sale.
The Offered Certificates will be represented initially by certificates
registered in the name of Cede & Co., as nominee of DTC. The interests of the
beneficial owners of the Offered Certificates will be represented by book
entries on the records of participating members of DTC. Definitive
certificates will be available for the Offered Certificates only under the
limited circumstances described herein and in the Prospectus. See "Description
of the Certificates--Book-Entry Registration and Definitive Certificates"
herein and in the Prospectus.
Elections will be made to treat two segregated pools of assets comprising
the Trust (each, a "REMIC Pool") as two separate "real estate mortgage
investment conduits" (each, a "REMIC" and, respectively, the "Upper-Tier
REMIC" and the "Lower-Tier REMIC") for federal income tax purposes. As
described more fully herein and in the Prospectus, the Certificates other than
the Residual Certificates will be designated as "regular interests" in the
Upper-Tier REMIC, and the Class R and Class LR Certificates
S-3
<PAGE>
will be designated as the "residual interests" in the Upper-Tier REMIC and
Lower-Tier REMIC, respectively. See "Certain Federal Income Tax Consequences"
herein and in the Prospectus.
Distributions on the Certificates will be made, to the extent of available
funds, on the 19th day of each month or, if any such day is not a business
day, then on the next business day, beginning in January 1997 (each, a
"Distribution Date"). As described herein, interest distributions on each
Class of Offered Certificates will be made on each Distribution Date based on
the pass-through rate (the "Pass-Through Rate") applicable to such Class, as
set forth on the cover of this Prospectus Supplement, and the stated principal
amount (the "Certificate Balance") or notional amount (the "Notional Amount"),
as the case may be, of such Class outstanding immediately prior to such
Distribution Date. Interest will accrue on the Offered Certificates from the
first day of the month preceding the month in which the related Distribution
Date occurs through the last day of such month (each such period, an "Interest
Accrual Period"). Distributions of interest and distributions of principal,
except with respect to the Class X Certificates, on each Class of Offered
Certificates will be made in the amounts and in accordance with the priorities
described herein. The Class X Certificates will not have Certificate Balances
or entitle their holders to distributions of principal. The Class X
Certificates will bear interest on the Notional Amount outstanding from time
to time. See "Description of the Certificates--Distributions" herein.
The yield to maturity on each Class of Offered Certificates will depend on,
among other things, the rate and timing of principal payments (including by
reason of prepayments, defaults and liquidations) on the Mortgage Loans. See
"Yield and Maturity Considerations" herein and "Yield and Maturity
Considerations" and "Risk Factors--Prepayments; Average Life of Certificates;
Yields" in the Prospectus. THE YIELD TO MATURITY ON THE CLASS X CERTIFICATES
WILL BE EXTREMELY SENSITIVE TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS
(INCLUDING PREPAYMENTS), PRINCIPAL LOSSES AND INTEREST RATE DECREASES DUE TO
MODIFICATIONS ON THE MORTGAGE LOANS AND TO OTHER FACTORS SET FORTH HEREIN.
INVESTORS SHOULD FULLY CONSIDER THE ASSOCIATED RISKS, INCLUDING THE RISK THAT
A RAPID RATE OF PRINCIPAL PAYMENTS AND/OR PRINCIPAL LOSSES ON THE MORTGAGE
POOL COULD RESULT IN THE FAILURE BY INVESTORS IN THE CLASS X CERTIFICATES TO
FULLY RECOUP THEIR INITIAL INVESTMENTS. SEE "YIELD AND MATURITY
CONSIDERATIONS--YIELD SENSITIVITY OF THE CLASS X CERTIFICATES" HEREIN.
THE CERTIFICATES OFFERED BY THIS PROSPECTUS SUPPLEMENT CONSTITUTE PART OF A
SEPARATE SERIES OF THE DEPOSITOR'S COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES REFERRED TO IN THE DEPOSITOR'S PROSPECTUS DATED NOVEMBER 19, 1996
WHICH ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. THE PROSPECTUS CONTAINS
IMPORTANT INFORMATION REGARDING THIS OFFERING THAT IS NOT CONTAINED HEREIN,
AND PROSPECTIVE INVESTORS ARE URGED TO READ THE PROSPECTUS AND THIS PROSPECTUS
SUPPLEMENT IN FULL. SALES OF THE OFFERED CERTIFICATES MAY NOT BE CONSUMMATED
UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS.
S-4
<PAGE>
CREDIT SUPPORT STRUCTURE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
APPROXIMATE APPROXIMATE
CREDIT PERCENT OF
SUPPORT TOTAL
------------------------------------------------------
Class A-1 $ 53,977,671 (AAA/AAA) 20.6%
-------------------------------------------
30.5% Class A-2 $128,080,472 (AAA/AAA) 48.9%
-------------------------------------------
24.0% Class X Class B $ 17,027,021 (AA/AA) 6.5%
(*/AAA) -------------------------------------------
18.0% Class C $ 15,717,250 (A/A) 6.0%
-------------------------------------------
13.0% Class D $ 13,097,708 (BBB/BBB) 5.0%
-------------------------------------------
11.0% Class E $ 5,239,083 (BBB-/BBB-) 2.0%
-------------------------------------------
6.0% Class F $ 13,097,708 Not Offered 5.0%
-------------------------------------------
2.5% Class G $ 9,168,396 Not Offered 3.5%
-------------------------------------------
Class H $ 6,548,854 Not Offered 2.5%
-------------------------------------------
Ratings: S&P/DCR
------------------------------------------------------
</TABLE>
* The Class X Certificates are not rated by S&P.
SUMMARY OF CERTIFICATES
<TABLE>
<CAPTION>
INITIAL AGGREGATE
CERTIFICATE INITIAL WEIGHTED PRINCIPAL OR
RATINGS BALANCE OR PASS-THROUGH RATE PASS-THROUGH AVERAGE LIFE** NOTIONAL PRINCIPAL
CLASS S&P/DCR NOTIONAL AMOUNT DESCRIPTION RATE (APPROX.) (APPROX.) WINDOW**
- ------- ------------- ----------------- ------------------------ -------------- -------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Senior Classes
- ------------------------------------------------------------------------------------------------------------------------
A-1 AAA/AAA $ 53,977,671 Fixed 6.70% 5.42 1/97-7/2003
- ------------------------------------------------------------------------------------------------------------------------
A-2 AAA/AAA $128,080,472 Fixed 6.90% 9.15 8/2003-9/2006
- ------------------------------------------------------------------------------------------------------------------------
X */AAA $261,954,164 Variable (Interest Only) 1.46604% 8.60 1/97-12/2006
- ------------------------------------------------------------------------------------------------------------------------
Subordinate Classes
- ------------------------------------------------------------------------------------------------------------------------
B AA/AA $ 17,027,021 Fixed 6.90% 9.76 9/2006-10/2006
- ------------------------------------------------------------------------------------------------------------------------
C A/A $ 15,717,250 Fixed 6.90% 9.89 10/2006-11/2006
- ------------------------------------------------------------------------------------------------------------------------
D BBB/BBB $ 13,097,708 Fixed 6.90% 9.92 11/2006-11/2006
- ------------------------------------------------------------------------------------------------------------------------
E BBB-/BBB- $ 5,239,083 Fixed 6.90% 9.92 11/2006-11/2006
- ------------------------------------------------------------------------------------------------------------------------
F Not Offered $ 13,097,708 Fixed 6.90% 9.92 11/2006-11/2006
- ------------------------------------------------------------------------------------------------------------------------
G Not Offered $ 9,168,396 Fixed 6.90% 9.92 11/2006-11/2006
- ------------------------------------------------------------------------------------------------------------------------
H Not Offered $ 6,548,854 Fixed 6.90% 9.98 11/2006-12/2006
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Class X Certificates are not rated by S&P.
** The weighted average life ("Weighted Average Life") and period during
which distributions of principal would be received (the "Principal
Window") set forth in the foregoing table with respect to each Class of
Certificates is based on the assumptions that there are no prepayments
or losses on the Mortgage Loans and no extensions of maturity dates and
otherwise on the basis of the assumptions set forth under "Yield and
Maturity Considerations--Weighted Average Life" herein.
S-5
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
SUMMARY OF PROSPECTUS SUPPLEMENT ................................................................... S-9
RISK FACTORS ....................................................................................... S-24
Exposure of the Mortgage Pool to Adverse Economic or other Developments Based on Geographic
Concentration .................................................................................... S-24
Increased Risk of Loss Associated With Concentration of Mortgage Loans and Borrowers ............. S-24
Affiliate Debt .................................................................................... S-25
Increased Risk of Default Associated with Balloon Payments ........................................ S-25
Extension Risk Associated With Modification of Mortgage Loans with Balloon Payments .............. S-25
Risks Particular to Multifamily Properties ........................................................ S-25
Risks Relating to Lack of Certificateholder Control Over Trust Fund ............................... S-26
Special Servicer May Purchase Certificates ........................................................ S-26
Yield Risk Associated With Changes in Concentrations .............................................. S-26
Subordination of Subordinate Offered Certificates ................................................. S-26
Management ........................................................................................ S-26
Potential Liability to the Trust Fund Relating to a Materially Adverse Environmental Condition ... S-27
Tax Considerations Related to Foreclosure ......................................................... S-27
No Earthquake Insurance ........................................................................... S-28
Zoning Compliance ................................................................................. S-28
Costs of Compliance with Americans with Disabilities Act of 1990 .................................. S-28
Litigation ........................................................................................ S-28
DESCRIPTION OF THE MORTGAGE POOL ................................................................... S-28
General ........................................................................................... S-28
Significant Mortgage Loan ......................................................................... S-29
Certain Terms and Conditions of the Mortgage Loans ................................................ S-29
Prepayment Provisions ............................................................................ S-29
"Due-on-Sale" and "Due-on-Encumbrance" Provisions ................................................ S-33
Defeasance ....................................................................................... S-33
Additional Mortgage Loan Information .............................................................. S-34
Underwritten Net Cash Flow ........................................................................ S-39
Revenue .......................................................................................... S-39
Vacancy .......................................................................................... S-39
Expenses ......................................................................................... S-39
Replacement Reserves ............................................................................. S-39
Assessments of Property Condition ................................................................. S-40
Property Inspection .............................................................................. S-40
Appraisals ....................................................................................... S-40
Environmental Reports ............................................................................ S-40
Building Condition Reports ....................................................................... S-40
The Mortgage Loan Sellers ......................................................................... S-40
Chase's Underwriting Standards .................................................................... S-40
General .......................................................................................... S-40
Loan Analysis .................................................................................... S-41
Loan Approval .................................................................................... S-41
Debt Service Coverage Ratio and LTV Ratio ........................................................ S-41
Escrow Requirements .............................................................................. S-41
PWRES's Underwriting Standards .................................................................... S-42
General .......................................................................................... S-42
S-6
<PAGE>
PAGE
--------
Borrower Analysis ................................................................................ S-42
Property Analysis ................................................................................ S-42
Loan-to-Value and Debt Service Coverage Ratio Analysis ........................................... S-43
Escrow Requirements .............................................................................. S-43
Property Management ............................................................................... S-43
Representations and Warranties; Repurchases ....................................................... S-44
Mortgaged Property Accounts ....................................................................... S-48
Lock Box Accounts ................................................................................ S-48
Cash Collateral Accounts ......................................................................... S-48
DESCRIPTION OF THE CERTIFICATES .................................................................... S-48
General ........................................................................................... S-48
Paying Agent, Certificate Registrar and Authenticating Agent ...................................... S-49
Book-Entry Registration and Definitive Certificates ............................................... S-49
General .......................................................................................... S-49
Definitive Certificates .......................................................................... S-50
Distributions ..................................................................................... S-50
Method, Timing and Amount ........................................................................ S-50
Priority ......................................................................................... S-52
Pass-Through Rates ............................................................................... S-53
Interest Distribution Amount ..................................................................... S-54
Principal Distribution Amount .................................................................... S-54
Certain Calculations with Respect to Individual Mortgage Loans ................................... S-55
Allocation of Prepayment Premiums and Yield Maintenance Charges ................................... S-55
Assumed Final Distribution Date; Rated Final Distribution Date .................................... S-56
Subordination; Allocation of Collateral Support Deficit ........................................... S-57
Advances .......................................................................................... S-58
Appraisal Reductions .............................................................................. S-59
Reports to Certificateholders; Certain Available Information ...................................... S-61
Voting Rights ..................................................................................... S-62
Termination; Retirement of Certificates ........................................................... S-63
The Trustee ....................................................................................... S-64
The Fiscal Agent .................................................................................. S-64
SERVICING OF THE MORTGAGE LOANS .................................................................... S-64
General ........................................................................................... S-64
The Servicer ...................................................................................... S-67
The Special Servicer .............................................................................. S-67
Replacement of the Special Servicer ............................................................... S-67
Servicing and Other Compensation and Payment of Expenses .......................................... S-67
Maintenance of Insurance .......................................................................... S-69
The Extension Advisor ............................................................................. S-70
Election of the Extension Advisor ................................................................ S-70
Duties of the Extension Advisor .................................................................. S-70
Limitation on Liability of Extension Advisor ..................................................... S-70
Modifications, Waiver and Amendments .............................................................. S-70
Realization Upon Defaulted Mortgage Loans ......................................................... S-72
Inspections; Collection of Operating Information .................................................. S-73
Certain Matters Regarding the Servicer, the Special Servicer and the Depositor ................... S-74
Events of Default ................................................................................. S-75
Rights Upon Event of Default ...................................................................... S-75
S-7
<PAGE>
PAGE
--------
Amendment ......................................................................................... S-76
YIELD AND MATURITY CONSIDERATIONS .................................................................. S-77
Yield Considerations .............................................................................. S-77
General .......................................................................................... S-77
Pass-Through Rate ................................................................................ S-77
Rate and Timing of Principal Payments ............................................................ S-77
Losses and Shortfalls ............................................................................ S-78
Certain Relevant Factors ......................................................................... S-78
Delay in Payment of Distributions ................................................................ S-78
Unpaid Distributable Certificate Interest ........................................................ S-78
Weighted Average Life ............................................................................. S-79
Yield Sensitivity of the Class X Certificates ..................................................... S-83
CERTAIN FEDERAL INCOME TAX CONSEQUENCES ............................................................ S-84
METHOD OF DISTRIBUTION ............................................................................. S-85
LEGAL MATTERS ...................................................................................... S-86
RATING ............................................................................................. S-86
LEGAL INVESTMENT ................................................................................... S-87
ERISA CONSIDERATIONS ............................................................................... S-87
INDEX OF PRINCIPAL DEFINITIONS ..................................................................... S-90
</TABLE>
S-8
<PAGE>
SUMMARY OF PROSPECTUS SUPPLEMENT
The following Summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus Supplement and in
the accompanying Prospectus. Certain capitalized terms that are used in this
Summary may be defined elsewhere in this Prospectus Supplement or in the
Prospectus. An Index of Principal Definitions is included at the end of both
this Prospectus Supplement and the Prospectus. Terms that are used but not
defined in this Prospectus Supplement will have the meanings specified in the
Prospectus.
TITLE OF CERTIFICATES .. Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through
Certificates, Series 1996-2.
DEPOSITOR .............. Chase Commercial Mortgage Securities Corp.
The Depositor, a New York corporation, is a
wholly-owned subsidiary of The Chase
Manhattan Bank, a New York banking
corporation ("Chase"). The Depositor
maintains its principal office at 380
Madison Avenue, New York, New York
10017-2951. See "The Depositor" in the
Prospectus.
SERVICER ............... Chase. See "Servicing of the Mortgage
Loans--The Servicer" herein. Chase will also
act as the initial Paying Agent, Certificate
Registrar and Authenticating Agent. See
"Description of the Certificates--Paying
Agent, Certificate Registrar and
Authenticating Agent" herein.
SPECIAL SERVICER ....... Lennar Partners, Inc., a Florida
corporation. It is anticipated, but no
assurance can be given, that the Special
Servicer (or an affiliate of the Special
Servicer) will purchase a portion of the
Class H Certificates. See "Servicing of the
Mortgage Loans--The Special Servicer"
herein.
TRUSTEE ................ LaSalle National Bank, a national banking
association. See "Description of the
Certificates--The Trustee" herein.
FISCAL AGENT ........... ABN AMRO Bank N.V., a Netherlands banking
corporation. See "Description of the
Certificates--The Fiscal Agent" herein.
MORTGAGE
LOAN SELLERS ........... Chase and Paine Webber Real Estate
Securities Inc., a Delaware corporation
("PWRES"). Chase and PWRES are each referred
to herein as a "Mortgage Loan Seller". See
"Description of the Mortgage Pool--The
Mortgage Loan Sellers" herein.
CUT-OFF DATE ........... December 1, 1996.
CLOSING DATE ........... On or about December 18, 1996.
DISTRIBUTION DATE ...... Distributions on the Certificates will be
made monthly on the 19th day of the month,
or, if such day is not a business day, the
next succeeding business day, commencing in
January 1997.
S-9
<PAGE>
ASSUMED FINAL
DISTRIBUTION DATE ......
<TABLE>
<CAPTION>
CLASS ASSUMED FINAL
DESIGNATION DISTRIBUTION DATE
- --------------- ----------------------
<S> <C>
Class A-1 July 19, 2003
Class A-2 September 19, 2006
Class X December 19, 2006
Class B October 19, 2006
Class C November 19, 2006
Class D November 19, 2006
Class E November 19, 2006
</TABLE>
The Assumed Final Distribution Dates set
forth above have been determined on the basis
of the assumptions described in "Description
of the Certificates--Assumed Final
Distribution Date; Rated Final Distribution
Date" herein.
RATED FINAL DISTRIBUTION
DATE ................... The Rated Final Distribution Date for each
Class of Offered Certificates is November
19, 2028, which is the first Distribution
Date after the 24th month following the end
of the amortization term for the Mortgage
Loan that, as of the Cut-off Date, has the
longest remaining amortization term. See
"Description of the Certificates--Assumed
Final Distribution Date; Rated Final
Distribution Date" herein.
DENOMINATIONS .......... The Offered Certificates will be issued,
maintained and transferred on the book-entry
records of DTC and its Participants in
denominations of $25,000 initial Certificate
Balance, or in the case of the Class X
Certificates $1,000,000 initial Notional
Amount and integral multiples of $1,000 in
excess thereof.
CERTIFICATE REGISTRATION
Each Class of Offered Certificates will be
represented by one or more global
Certificates registered in the name of Cede &
Co., as nominee of DTC. No person acquiring
an interest in the Offered Certificates (any
such person, a "Certificate Owner") will be
entitled to receive an Offered Certificate in
fully registered, certificated form (a
"Definitive Certificate"), except under the
limited circumstances described herein and in
the Prospectus. See "Description of the
Certificates--Book-Entry Registration and
Definitive Certificates" herein and in the
Prospectus.
THE MORTGAGE POOL ...... The Mortgage Pool will consist of 94
multifamily and 2 mobile home community,
fixed-rate Mortgage Loans with an Initial
Pool Balance of approximately $261,954,164.
On or prior to the Closing Date, the
Depositor will acquire the Mortgage Loans
from the Mortgage Loan Sellers pursuant to
two Mortgage Loan Purchase and Sale
Agreements, each dated as of December 1,
1996, each between the Depositor and the
applicable Mortgage Loan Seller (each, a
"Purchase Agreement").
S-10
<PAGE>
Each Mortgage Loan is secured by a first
priority lien on a fee simple estate in a
multifamily or mobile home community property
(each, a "Mortgaged Property"). 94 of the
Mortgage Loans, representing approximately
97.90% of the Initial Pool Balance, are
secured by multifamily properties and 2 of
the Mortgage Loans, representing
approximately 2.10% of the Initial Pool
Balance, are secured by mobile home community
properties.
See "Risk Factors" and "Description of the
Mortgage Pool--Additional Mortgage Loan
Information" herein.
<TABLE>
<CAPTION>
SUMMARY OF MORTGAGE POOL
<S> <C>
Initial Pool Balance .................................... $261,954,164
Number of Mortgage Loans ................................ 96
Average Cut-off Date Balance ............................ $2,728,689
Weighted Average Mortgage Rate .......................... 8.43%
Weighted Average Original Term to Maturity .............. 115 Months
Weighted Average Remaining Term to Maturity ............. 108 Months
Weighted Average Original Amortization Term ............. 344 Months
Weighted Average DSCR as of the Cut-off Date ........... 1.43x
Weighted Average LTV Ratio as of the Cut-off Date ...... 72.83%
Weighted Average LTV Ratio as of Maturity Date ......... 64.99%
Weighted Average Current Occupancy Rate ................. 95.30%
Balloon Loans as a Percentage of the Initial Pool
Balance ................................................ 100%
Mortgage Loans Secured by California Properties as a
Percentage of the Initial Pool Balance ................. 0%
</TABLE>
"DSCR", "LTV Ratio" and "Current Occupancy
Rate" are calculated as described under
"Description of the Mortgage Pool--Additional
Mortgage Loan Information"
herein.
The following tables set forth certain
anticipated characteristics of the Mortgage
Loans. The sum in any column may not equal
the indicated total due to rounding. The
descriptions in this Prospectus Supplement of
the Mortgage Loans and the Mortgaged
Properties are based upon the Mortgage Pool
as it is expected to be constituted as of the
close of business on the Closing Date,
assuming that (i) all scheduled principal and
interest payments due on or before the
Cut-off Date will be made, and (ii) there
will be no principal prepayments on or before
the Cut-off Date.
S-11
<PAGE>
<TABLE>
<CAPTION>
GEOGRAPHIC DISTRIBUTION
AGGREGATE PERCENTAGE OF
NUMBER OF CUT-OFF DATE INITIAL POOL
STATE MORTGAGE LOANS BALANCE BALANCE
- ----------------------- -------------- -------------- ---------------
<S> <C> <C> <C>
Texas 10 $ 39,818,939 15.20%
Illinois 8 31,483,134 12.02
Florida 11 25,079,157 9.57
Massachusetts 3 21,747,124 8.30
Georgia 4 20,635,156 7.88
Ohio 19 19,894,990 7.59
Arizona 2 16,800,937 6.41
New York 5 16,362,881 6.25
Indiana 12 14,183,509 5.41
13 other states 22 55,948,337 21.36
-------------- -------------- ---------------
TOTAL 96 $261,954,164 100%
============== ============== ===============
</TABLE>
<TABLE>
<CAPTION>
RANGE OF MORTGAGE RATES AS OF THE CUT-OFF DATE
AGGREGATE PERCENTAGE OF
RANGE OF NUMBER OF CUT-OFF DATE INITIAL POOL
MORTGAGE RATES MORTGAGE LOANS BALANCE BALANCE
- --------------------------------------------- -------------- -------------- ---------------
<S> <C> <C> <C>
7.570% to 7.999% 21 $115,338,197 44.03%
8.000% to 8.249% 1 5,203,634 1.99
8.250% to 8.499% 2 5,791,405 2.21
8.500% to 8.749% 3 8,608,117 3.29
8.750% to 8.999% 9 42,418,300 16.19
9.000% to 9.249% 59 81,808,864 31.23
9.250% to 9.375% 1 2,785,648 1.06
-------------- -------------- ---------------
TOTAL 96 $261,954,164 100%
============== ============== ===============
</TABLE>
The weighted average Mortgage Rate as of the
Cut-off Date is 8.43%.
<TABLE>
<CAPTION>
RANGE OF CUT-OFF DATE BALANCES
RANGE OF AGGREGATE PERCENTAGE OF
CUT-OFF DATE NUMBER OF CUT-OFF DATE INITIAL POOL
BALANCES MORTGAGE LOANS BALANCE BALANCE
- ------------------------------ -------------- -------------- ---------------
<S> <C> <C> <C>
$ 484,500 to $ 1,000,000 27 $ 22,711,507 8.67%
$1,000,001 to $ 2,000,000 27 37,385,982 14.27
$2,000,001 to $ 3,000,000 17 42,906,942 16.38
$3,000,001 to $ 4,000,000 6 22,030,607 8.41
$4,000,001 to $ 5,000,000 4 17,100,148 6.53
$5,000,001 to $ 9,000,000 9 52,502,373 20.04
$9,000,001 to $15,788,514 6 67,316,606 25.70
-------------- -------------- ---------------
TOTAL 96 $261,954,164 100%
============== ============== ===============
The average Cut-off Date Balance is $2,728,689.
</TABLE>
S-12
<PAGE>
<TABLE>
<CAPTION>
RANGE OF DSCRS AS OF THE CUT-OFF DATE
AGGREGATE PERCENTAGE OF
NUMBER OF CUT-OFF DATE INITIAL POOL
RANGE OF DSCRS MORTGAGE LOANS BALANCE BALANCE
- ------------------------------------ -------------- -------------- ---------------
<S> <C> <C> <C>
1.036x to 1.199x 7 $ 14,112,213 5.39%
1.200x to 1.299x 20 35,100,325 13.40
1.300x to 1.399x 35 53,493,022 20.42
1.400x to 1.499x 19 102,132,849 38.99
1.500x to 1.599x 5 19,600,414 7.48
1.600x to 1.699x 6 25,579,462 9.76
1.700x to 1.980x 4 11,935,881 4.56
-------------- -------------- ---------------
TOTAL 96 $261,954,164 100%
============== ============== ===============
</TABLE>
The weighted average DSCR as of the Cut-off
Date is 1.43x.
<TABLE>
<CAPTION>
RANGE OF LTV RATIOS AS OF THE CUT-OFF DATE
AGGREGATE PERCENTAGE OF
NUMBER OF CUT-OFF DATE INITIAL POOL
RANGE OF LTV RATIOS MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------- -------------- -------------- ---------------
<S> <C> <C> <C>
58.51% to 59.99% 2 $ 5,282,024 2.02%
60.00% to 64.99% 7 27,443,540 10.48
65.00% to 69.99% 13 36,316,633 13.86
70.00% to 73.32% 17 76,599,620 29.24
73.33% to 76.65% 17 46,554,605 17.77
76.66% to 79.99% 24 45,822,669 17.49
80.00% to 85.00% 16 23,935,074 9.14
-------------- -------------- ---------------
TOTAL 96 $261,954,164 100%
============== ============== ===============
</TABLE>
The weighted average LTV Ratio as of the
Cut-off Date is 72.83%.
<TABLE>
<CAPTION>
RANGE OF REMAINING TERM TO MATURITY
RANGE OF AGGREGATE PERCENTAGE OF
REMAINING NUMBER OF CUT-OFF DATE INITIAL POOL
TERMS (MOS.) MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------- -------------- -------------- ---------------
<S> <C> <C> <C>
69 to 70 2 $ 7,549,523 2.88%
71 to 80 10 31,626,769 12.07
81 to 100 0 0 0.00
101 to 110 19 107,388,215 41.00
111 to 120 65 115,389,658 44.05
-------------- -------------- ---------------
TOTAL 96 $261,954,164 100%
============== ============== ===============
</TABLE>
The weighted average remaining term to
maturity as of the Cut-off Date is 108
months.
S-13
<PAGE>
See "Description of the Mortgage
Pool--Additional Mortgage Loan Information"
herein.
All of the Mortgage Loans provide for
scheduled payments of principal and/or
interest ("Monthly Payments") to be due on
the first day of each month (the "Due Date").
All of the Mortgage Loans bear interest at
fixed Mortgage Rates. See "Description of the
Mortgage Pool--Certain Terms and Conditions
of the Mortgage Loans" herein.
All of the Mortgage Loans provide for monthly
payments of principal based on amortization
schedules significantly longer than the
remaining terms of such Mortgage Loans,
thereby leaving substantial principal amounts
due and payable (each such payment, together
with the corresponding interest payment, a
"Balloon Payment") on their respective
maturity dates, unless prepaid prior thereto.
48 of the Mortgage Loans, representing
approximately 20.30% of the Initial Pool
Balance, require payments of interest only
during the first thirty-six or thirty-seven
months after origination followed by constant
monthly payments of principal and interest
based upon a 25-year amortization schedule.
INFORMATION AVAILABLE TO
CERTIFICATEHOLDERS .... On each Distribution Date, the Paying Agent
will prepare and forward by mail to each
holder of an Offered Certificate, with a
copy to a financial market publisher, which
is anticipated to initially be Bloomberg,
L.P., a statement as to the distribution
made on such date setting forth the amounts
distributed to the holders of the Offered
Certificates. In addition, subject to the
limitations set forth in the Pooling and
Servicing Agreement, the Paying Agent will
provide to each Certificateholder, the
Underwriters, any Certificate Owner or any
prospective investor identified as such by a
Certificate Owner or an Underwriter, upon
request (at the cost of the requesting
party) the following items: (i) all monthly
statements delivered to holders of Offered
Certificates since the Closing Date, (ii)
all officer's certificates delivered to the
Paying Agent since the Closing Date as
described under "Description of the Pooling
Agreements--Evidence as to Compliance" in
the Prospectus, (iii) all accountants'
reports delivered to the Paying Agent since
the Closing Date as described under
"Description of the Pooling
Agreements--Evidence as to Compliance" in
the Prospectus, (iv) the most recent
property inspection report prepared by or on
behalf of the Servicer or the Special
Servicer and delivered to the Paying Agent
in respect of each Mortgaged Property, (v)
any modifications, waivers or amendments of
the terms of any Mortgage Loan, (vi) any and
all statements and reports delivered to, or
collected by, the Servicer or the Special
Servicer, from the borrowers, including the
most recent annual property operating
statements, rent rolls and borrower
financial statements, to the extent such
statements and reports have been
S-14
<PAGE>
delivered to the Paying Agent and the Paying
Agent does not reasonably determine that such
information is subject to confidentiality
requirements or that the provision of such
information would subject the Paying Agent,
the Servicer, the Special Servicer, the
Trustee or the Trust Fund to any liability,
and (vii) certain other reports and
information regarding the Mortgage Loans in
the Paying Agent's possession. See
"Description of the Certificates--Reports to
Certificateholders; Certain Available
Information" herein.
The Servicer will provide a financial market
publisher, which is anticipated to initially
be Bloomberg, L.P., quarterly with certain
current information with respect to the
Mortgaged Properties including current and
original net operating income and debt
service coverage ratios based upon borrowers'
annual operating statements and occupancy
rates, to the extent it has received such
information from the borrowers pursuant to
the related Mortgage Loan documents.
DESCRIPTION OF THE
CERTIFICATES .......... The Certificates will be issued pursuant to
a Pooling and Servicing Agreement, to be
dated as of the Cut-off Date, among the
Depositor, the Servicer, the Special
Servicer, the Trustee and the Fiscal Agent
(the "Pooling and Servicing Agreement"), and
will represent in the aggregate the entire
beneficial ownership interest in the Trust
Fund, which will consist of the Mortgage
Pool and certain related assets.
The aggregate Certificate Balance of the
Certificates as of the Closing Date will
equal the Initial Pool Balance. Each Class of
Offered Certificates will have the initial
Certificate Balance or Notional Amount, as
the case may be, set forth on the cover page,
subject to a permitted variance of plus or
minus 5%. The Class X Certificates will not
have a Certificate Balance or entitle their
holders to distributions of principal. The
Class X Certificates will, however, represent
the right to receive distributions of
interest accrued as described herein on a
notional amount (the "Notional Amount"). The
Notional Amount of the Class X Certificates
for any Distribution Date is equal to the
aggregate Stated Principal Balance of the
Mortgage Loans as of the preceding
Distribution Date (after giving effect to the
distribution of principal on such
Distribution Date) or, in the case of the
first Distribution Date, the Cut-off Date.
The Notional Amount of the Class X
Certificates is used solely for purposes of
describing the amounts of interest payable on
the Class X Certificates and does not
represent an interest in principal payments
on the Mortgage Loans. The Class F, Class G
and Class H Certificates will have an
aggregate initial Certificate Balance of
approximately $28,814,958. The Class R and
Class LR Certificates will not have
Certificate Balances. The Class F, Class G,
Class H, Class R and Class LR Certificates
are referred to herein collectively as the
"Non-Offered Certificates." See "Description
of the Certificates--General" herein.
S-15
<PAGE>
The Pass-Through Rate applicable to each
Class of Offered Certificates for each
Distribution Date will equal the rate for
such Class set forth or described on the
cover page. See "Description of the
Certificates--Distributions--Pass-Through
Rates" and "--Distributions--Certain
Calculations with Respect to Individual
Mortgage Loans" herein.
DISTRIBUTIONS OF
PRINCIPAL AND INTEREST Available Distribution Amount. The
"Available Distribution Amount" for any
Distribution Date is, as described herein
under "Description of the
Certificates--Distributions," generally, the
total of all payments or other collections
(or available advances) on or in respect of
the Mortgage Loans that are available for
distribution on the Certificates on such
date.
The Trust Fund will include two separate real
estate mortgage investment conduits (each, a
"REMIC"). Collections on the Mortgage Loans
will be used to make payments of principal
and interest on interests (the "Lower-Tier
Interests") and the Class LR Certificates in
a REMIC (the "Lower-Tier REMIC"). Those
payments in turn will be used to make
distributions on the Certificates (other than
the Class LR Certificates), which represent
interests in a second REMIC (the "Upper-Tier
REMIC"). For purposes of simplicity,
distributions will generally be described
herein as if made directly from collections
on the Mortgage Loans to the holders of the
Certificates.
Interest Distributions. On each Distribution
Date, to the extent of the Available
Distribution Amount and subject to the
distribution priorities described herein,
each Class of Offered Certificates will be
entitled to receive distributions of interest
in an aggregate amount equal to all
Distributable Certificate Interest with
respect to such Class for such Distribution
Date and, to the extent not previously paid,
for all prior Distribution Dates (such
amount, for such Class, the "Interest
Distribution Amount"). No interest will
accrue on such overdue amounts. See
"Description of the
Certificates--Distributions" herein.
The "Distributable Certificate Interest" in
respect of any Class of Certificates (other
than the Class R and Class LR Certificates)
for any Distribution Date will equal one
month's interest at the then-applicable
Pass-Through Rate accrued on the Certificate
Balance or Notional Amount, as the case may
be, of such Class of Certificates immediately
prior to such Distribution Date. Interest
will accrue with respect to the Certificates
on the basis of a 360-day year consisting of
twelve 30-day months. See "Description of the
Certificates--Distributions--Interest
Distribution Amount" herein.
Principal Distributions. On each Distribution
Date, to the extent of the Available
Distribution Amount remaining after the
distributions of interest to be made on the
Offered Certificates on such date and subject
to the distribution priorities described
herein, each Class of Offered Certificates
(other than
S-16
<PAGE>
the Class X Certificates) will be entitled to
distributions of principal (until the
Certificate Balance of such Class of
Certificates is reduced to zero) in an
aggregate amount equal to the Principal
Distribution Amount for such Distribution
Date. See "Description of the
Certificates--Distributions--Principal
Distribution Amount" herein.
Prepayment Premiums and Yield Maintenance
Charges. On each Distribution Date, any
Prepayment Premiums and Yield Maintenance
Charges collected on the Mortgage Loans
during the related Due Period will be
distributed separately from the Available
Distribution Amount for such Distribution
Date, as follows: (a) all Yield Maintenance
Charges will be distributed to the Class X
Certificates and to the Class A, Class B,
Class C, Class D and Class E Certificates in
the manner and priority described herein
under "Description of the
Certificates--Allocation of Prepayment
Premiums and Yield Maintenance Charges", and
(b) (i) 75% of all Prepayment Premiums will
be distributed to the holders of the Class X
Certificates, and (ii) the remaining 25% of
all Prepayment Premiums will be distributed
to the holders of the Class A, Class B, Class
C, Class D, Class E and Class X Certificates
in the manner and priority described herein
under "Description of the
Certificates--Allocation of Prepayment
Premiums and Yield Maintenance Charges."
CERTAIN YIELD AND
PREPAYMENT CONSIDERATIONS In General. The yield on the Offered
Certificates of any Class will depend on,
among other things, the Pass-Through Rate
for such Certificates. The yield on any
Offered Certificate that is purchased at a
discount or premium will also be affected by
(i) the rate and timing of principal
payments (including principal prepayments)
and principal losses on the Mortgage Loans
and (ii) the extent to which such principal
payments are applied on any Distribution
Date in reduction of the Certificate Balance
or Notional Amount, as the case may be, of
the Class to which such Certificate belongs.
See "Description of the
Certificates--Distributions--Priority" and
"--Distributions--Principal Distribution
Amount" herein.
An investor that purchases an Offered
Certificate at a discount should consider the
risk that a slower than anticipated rate of
principal payments on the Mortgage Loans will
result in an actual yield that is lower than
such investor's expected yield. An investor
that purchases any Offered Certificate at a
premium, particularly a Class X Certificate,
should consider the risk that a faster than
anticipated rate of principal payments on the
Mortgage Loans will result in an actual yield
that is lower than such investor's expected
yield. Insofar as an investor's initial
investment in any Offered Certificate is
repaid, there can be no assurance that such
amounts can be reinvested in a comparable
alternative investment with a comparable
yield.
S-17
<PAGE>
The actual rate of prepayment of principal on
the Mortgage Loans cannot be predicted. All
of the Mortgage Loans contain provisions
prohibiting voluntary prepayments for a
specified amount of time after origination
and/or allow voluntary prepayments only with
the payment of a Prepayment Premium or Yield
Maintenance Charge. See the table entitled
"Prepayment Restrictions in Effect as of the
Cut-off Date" set forth in "Description of
the Mortgage Pool--Certain Terms and
Conditions of the Mortgage Loans" herein. The
investment performance of the Offered
Certificates may vary materially and
adversely from the investment expectations of
investors due to prepayments on the Mortgage
Loans being higher or lower than anticipated
by investors. The actual yield to the holder
of an Offered Certificate may not be equal to
the yield anticipated at the time of purchase
of the Certificate, and even if the actual
yield is equal to the yield anticipated at
that time, the total return on investment
expected by the investor or the expected
weighted average life of the Certificate may
not be realized.
THE YIELD TO MATURITY ON THE CLASS X
CERTIFICATES WILL BE EXTREMELY SENSITIVE TO
THE RATE AND TIMING OF PRINCIPAL PAYMENTS
(INCLUDING PREPAYMENTS), PRINCIPAL LOSSES AND
INTEREST RATE DECREASES DUE TO MODIFICATIONS
ON THE MORTGAGE LOANS AND TO OTHER FACTORS
SET FORTH HEREIN. INVESTORS SHOULD FULLY
CONSIDER THE ASSOCIATED RISKS, INCLUDING THE
RISK THAT A RAPID RATE OF PRINCIPAL PAYMENTS
AND/OR PRINCIPAL LOSSES ON THE MORTGAGE POOL
COULD RESULT IN THE FAILURE BY INVESTORS IN
THE CLASS X CERTIFICATES TO FULLY RECOUP
THEIR INITIAL INVESTMENTS. SEE "YIELD AND
MATURITY CONSIDERATIONS--YIELD SENSITIVITY OF
THE CLASS X CERTIFICATES" HEREIN.
For a discussion of certain factors affecting
prepayment of the Mortgage Loans, see "Yield
and Maturity Considerations" herein. IN
DECIDING WHETHER TO PURCHASE ANY OFFERED
CERTIFICATES, AN INVESTOR SHOULD MAKE AN
INDEPENDENT DECISION AS TO THE APPROPRIATE
PREPAYMENT ASSUMPTIONS TO BE USED.
The structure of the Offered Certificates
causes the yield of certain Classes to be
particularly sensitive to changes in the
rates of prepayment of the Mortgage Loans and
other factors. Allocation on each
Distribution Date to the outstanding Class or
Classes of Certificates having the highest
priority with respect to distributions of
principal, for so long as such Class remains
outstanding, of the entire Principal
Distribution Amount for such Distribution
Date will generally cause such Certificates
to amortize at a faster rate than the actual
amortization rate of the Mortgage Loans.
ADVANCES ............... The Servicer will be required to make
advances of delinquent principal and
interest on the Mortgage Loans or, in the
case of each Mortgage Loan that is
delinquent in respect of its Balloon
Payment, an Assumed Scheduled Payment ("P&I
Advances"), in any event under the
circumstances and subject to the
S-18
<PAGE>
limitations set forth herein. Subject to the
limitations set forth herein, the Servicer
will also be required to make advances to pay
delinquent real estate taxes, assessments and
hazard insurance premiums and similar
expenses necessary to protect and maintain
the Mortgaged Property, to maintain the lien
on the Mortgaged Property or enforce the
related Mortgage Loan documents ("Servicing
Advances," and collectively with P&I
Advances, "Advances"). In the event the
Servicer fails to make any required Advance,
the Trustee or the Fiscal Agent will be
required to make such Advance in accordance
with the terms of the Pooling and Servicing
Agreement.
Advances are intended to maintain a regular
flow of scheduled interest and principal
payments to the Certificateholders and are
not intended to guarantee or insure against
losses. Advances which cannot be reimbursed
out of collections on, or in respect of, the
related Mortgage Loans ("Nonrecoverable
Advances") will be reimbursable directly from
any other collections on the Mortgage Loans
as provided herein and this will cause losses
to be borne by Certificateholders in the
priority specified herein.
The Servicer, the Trustee and the Fiscal
Agent, as the case may be, will be entitled
to interest on any Advances made, such
interest accruing at the rate and payable
under the circumstances described herein.
Interest accrued on outstanding Advances may
result in reductions in amounts otherwise
payable on the Certificates. See "Description
of the Certificates--Advances" and
"--Subordination; Allocation of Collateral
Support Deficit" herein and "Description of
the Certificates--Advances in Respect of
Delinquencies" and "Description of the
Pooling Agreements--Certificate Account" in
the Prospectus.
SUBORDINATION; ALLOCATION OF
COLLATERAL SUPPORT DEFICIT Credit enhancement for the Offered
Certificates will be provided by the Classes
of Certificates which are subordinate to
such Offered Certificates (including, except
in the case of the Class E Certificates,
subordination provided by other Classes of
Offered Certificates to the extent provided
herein) with respect to (i) rights to
receive certain distributions of interest
and, except with respect to the Class X
Certificates, rights to receive certain
distributions of principal and (ii) the
allocation of Collateral Support Deficit.
Such subordination will be accomplished by
the application of the Available
Distribution Amount on each Distribution
Date to distributions on the respective
Classes of Certificates in the order
described herein under "Description of the
Certificates--Distributions--Priority." No
other form of credit support will be
available for the benefit of the holders of
the Offered Certificates.
Allocation on each Distribution Date to the
outstanding Class of Certificates (other than
the Class X Certificates) having the highest
priority (relative to the other outstanding
Classes of Certificates) with respect to
distributions of principal, for so
S-19
<PAGE>
long as such Class remains outstanding, of
the Principal Distribution Amount for such
Distribution Date will generally accelerate
the amortization of the Certificates of such
Class relative to the actual amortization of
the Mortgage Loans. To the extent that such
Certificates are amortized faster than the
Mortgage Loans, the percentage interest
evidenced by such Class of Certificates in
the Trust Fund will be decreased (with a
corresponding increase in the interest in the
Trust Fund evidenced by the remaining Classes
of Certificates), thereby increasing,
relative to their respective Certificate
Balances, the subordination afforded such
Certificates by such remaining Classes of
Certificates.
As a result of losses and other shortfalls
experienced with respect to the Mortgage
Loans or otherwise with respect to the Trust
Fund (which may include, but are not limited
to, shortfalls arising from the payment of
interest accrued on Advances and
Nonrecoverable Advances and from expenses of
the Trust Fund not directly related to any
Mortgage Loan), the aggregate Stated
Principal Balance of the Mortgage Pool
expected to be outstanding immediately
following any Distribution Date may be less
than the aggregate Certificate Balance of the
Certificates immediately following the
distributions on such Distribution Date. Such
deficit (the "Collateral Support Deficit")
will be allocated (in reduction of their
respective Certificate Balances) first to the
Class H Certificates, then to the Class G
Certificates, then to the Class F
Certificates, then to the Class E
Certificates, then to the Class D
Certificates, then to the Class C
Certificates, and then to the Class B
Certificates, in each case until the related
Certificate Balance has been reduced to zero.
Following the reduction of the Certificate
Balances of all such Classes of Certificates
to zero, Collateral Support Deficit will be
allocated, pro rata, to the Class A-1 and
Class A-2 Certificates until the Certificate
Balances of such Classes have been reduced to
zero. See "Description of the
Certificates--Subordination; Allocation of
Collateral Support Deficit" herein.
A Class of Offered Certificates will be
considered outstanding until its Certificate
Balance or Notional Amount, as the case may
be, is reduced to zero; provided, however,
that reimbursement of any previously
allocated Collateral Support Deficit may
thereafter be made to such Class.
OPTIONAL TERMINATION ... At its option, on any Distribution Date on
which the remaining aggregate Stated
Principal Balance of the Mortgage Pool is
less than 4% of the Initial Pool Balance,
the Special Servicer, the Servicer, the
holders of the Controlling Class or the
holders of the Class LR Certificates (in
that order) may purchase all, but not less
than all, of the Mortgage Loans and REO
Properties in the Trust Fund, and thereby
effect termination of the Trust Fund and
early retirement of the then outstanding
Certificates. See "Description of the
Certificates--Termination; Retirement
S-20
<PAGE>
of Certificates" herein and "Description of
the Certificates--Termination" in the
Prospectus.
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES .......... For federal income tax purposes, an election
will be made to treat two segregated pools
of assets comprising the Trust as two
separate real estate mortgage investment
conduits. All of the Classes of Offered
Certificates and the Class F, Class G and
Class H Certificates will be designated as
regular interests in the Upper-Tier REMIC.
The Class R and Class LR Certificates will
be designated as residual interests in the
Upper-Tier REMIC and Lower-Tier REMIC,
respectively.
Because they represent regular interests,
each Class of Offered Certificates generally
will be treated as newly originated debt
instruments issued by the REMIC for federal
income tax purposes. Holders of such Classes
of Certificates will be required to include
in income all interest on such Certificates
in accordance with the accrual method of
accounting, regardless of a
Certificateholder's usual method of
accounting. Although not free from doubt, it
is anticipated that the Class X Certificates
will be treated as issued with original issue
discount ("OID") for federal income tax
purposes in an amount equal to the excess of
all distributions of interest expected to be
received thereon over their issue price
(including accrued interest). It is also
anticipated that the Class E Certificates
will be issued with OID in an amount equal to
the excess of their initial Certificate
Balances over their respective issue prices
(including accrued interest). In addition, it
is expected that the Class A-1, Class A-2 and
Class B Certificates will be issued at a
premium and that the Class C and Class D
Certificates will be issued with de minimis
OID for federal income tax purposes. The
prepayment assumption that will be used in
determining the rate of accrual of OID for
federal income tax purposes or whether such
OID is de minimis, and that may be used to
amortize premium, is 0% CPR. NO
REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT THAT OR ANY OTHER RATE.
For further information regarding the federal
income tax consequences of investing in the
Offered Certificates, see "Certain Federal
Income Tax Consequences" herein and
in the Prospectus.
RATING ................. It is a condition of the issuance of the
Offered Certificates that they receive the
following credit ratings from Duff & Phelps
Credit Rating Co. ("DCR") and Standard &
Poor's Ratings Services ("S&P"):
S-21
<PAGE>
<TABLE>
<CAPTION>
DCR S&P
-------- -------
<S> <C> <C>
Class A-1 ..... AAA AAA
Class A-2 ..... AAA AAA
Class X ....... AAA *
Class B ....... AA AA
Class C ....... A A
Class D ....... BBB BBB
Class E ....... BBB- BBB-
</TABLE>
- ---------
* Not rated by S&P.
A rating addresses the likelihood of the
receipt by Certificateholders of
distributions due on the Certificates,
including in the case of the Class A, Class
B, Class C, Class D and Class E Certificates,
distribution of all principal thereof by the
Rated Final Distribution Date. The rating
takes into consideration the characteristics
of the Mortgage Loans and the structural and
legal aspects associated with the
Certificates. Each rating assigned to the
Offered Certificates should be evaluated
independently of any other rating.
A rating is not a recommendation to buy, sell
or hold securities and may be subject to
revision or withdrawal at any time by the
assigning rating agency. In addition, a
rating does not address the likelihood or
frequency of voluntary or mandatory
prepayments of Mortgage Loans, whether and to
what extent payments of Prepayment Premiums
or Yield Maintenance Charges will be received
or the corresponding effect on yield to
investors. DCR's rating on the Class X
Certificates does not address the possibility
that Certificateholders might suffer a lower
than anticipated yield or that if there is a
rapid rate of principal payments (including
voluntary and involuntary prepayments) or
principal losses on the Mortgage Loans,
investors in such Class of Certificates could
fail to recover their initial investment. See
"Rating" herein and "Risk Factors--Limited
Nature of Ratings" in the Prospectus.
ERISA CONSIDERATIONS ... Fiduciaries of employee benefit plans and
certain other retirement plans and
arrangements, including individual
retirement accounts, annuities, Keogh plans
and collective investment funds and separate
accounts in which such plans, accounts,
annuities or arrangements are invested, that
are subject to the fiduciary responsibility
rules of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"),
or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or
governmental plans, as defined in Section
3(32) of ERISA, subject to any federal,
state or local law ("Similar Law") similar
to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), should review
with their legal advisors whether the
purchase or holding of Offered Certificates
could give rise to a transaction that is
prohibited or is not otherwise permissible
either under ERISA, Section 4975 of the
S-22
<PAGE>
Code or Similar Law. See "ERISA
Considerations" herein and in the
Prospectus.
The U.S. Department of Labor has issued to
Chase Secur ities Inc. and PaineWebber
Incorporated (collectively, the
"Underwriters") individual prohibited
transaction exemptions, PTE 90-33, 55 Fed.
Reg. 23,151 (June 6, 1990) and PTE 90-36, 55
Fed. Reg. 25,903 (June 25, 1990),
respectively (collectively, the "Exemptions")
which generally exempt from the application
of certain of the prohibited transaction
provisions of Section 406 of ERISA and the
excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of
the Code, transactions relating to the
purchase, sale and holding of pass-through
certificates underwritten by the Underwriters
and the servicing and operation of related
asset pools, provided that certain conditions
are satisfied.
The Depositor expects that the Exemptions
will generally apply to the Senior
Certificates but they will not apply to the
other Classes of Offered Certificates.
ACCORDINGLY, THE SUBORDINATE OFFERED
CERTIFICATES SHOULD NOT BE ACQUIRED BY, ON
BEHALF OF OR WITH ASSETS OF A PLAN, UNLESS
THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
OR INTEREST THEREIN IS EXEMPT FROM THE
PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 OF ERISA AND THE RELATED EXCISE TAX
PROVISIONS OF SECTION 4975 OF THE CODE UNDER
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
WHICH PROVIDES AN EXEMPTION FROM THE
PROHIBITED TRANSACTION RULES FOR CERTAIN
TRANSACTIONS INVOLVING AN INSURANCE COMPANY
GENERAL ACCOUNT. See "ERISA Considerations"
herein and in the Prospectus.
LEGAL INVESTMENT ....... None of the Offered Certificates will be
"mortgage related securities" within the
meaning of SMMEA. 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 the Offered Certificates, may be
subject to significant interpretative
uncertainties.
Investors should consult their legal advisors
to determine whether and to what extent the
Offered Certificates constitute legal
investments for them. See "Legal Investment"
herein and in the Prospectus.
S-23
<PAGE>
RISK FACTORS
Prospective purchasers of Offered Certificates should consider, among other
things, the following risk factors (as well as the risk factors set forth
under "Risk Factors" in the Prospectus) in connection with an investment
therein.
Exposure of the Mortgage Pool to Adverse Economic or other Developments
Based on Geographic Concentration. 10 Mortgage Loans, which represent
approximately 15.20% of the Initial Pool Balance, are secured by liens on
Mortgaged Properties located in the State of Texas. 8 Mortgage Loans, which
represent approximately 12.02% of the Initial Pool Balance, are secured by
liens on Mortgaged Properties located in the State of Illinois. Other
jurisdictions also represent significant percentages of the Initial Pool
Balance, as set forth in the tables under "Description of the Mortgage
Pool--Additional Mortgage Loan Information." In general, such concentration
increases the exposure of the Mortgage Pool to any adverse economic or other
developments that may occur in Texas, Illinois and such other jurisdictions.
Increased Risk of Loss Associated With Concentration of Mortgage Loans and
Borrowers. Several of the Mortgage Loans have Cut-off Date Balances that are
substantially higher than the average Cut-off Date Balance of the Mortgage
Loans. The largest Mortgage Loan in the Trust Fund (Loan Number 64 on Exhibit
A hereto) has a Cut-off Date Balance of $15,788,514 representing approximately
6.03% of the Initial Pool Balance. In general, concentrations of
larger-than-average balances in a mortgage pool can result in losses that are
more severe, relative to the size of the pool, than would be the case if the
aggregate balance of the pool was more evenly distributed. See "Description of
the Mortgage Pool--Significant Mortgage Loan" herein.
10 Mortgage Loans (those whose borrower affiliation is designated
"Insignia" on Exhibit A hereto) have borrowers related to each other and such
Mortgage Loans represent, in the aggregate, approximately 28.30% of the
Initial Pool Balance. The property manager for each of the related Mortgaged
Properties is Insignia Management, L.P., an affiliate of Insignia Financial
Group ("Insignia"). 48 other Mortgage Loans (those whose borrower affiliation
is designated "Cardinal" on Exhibit A hereto) have borrowers related to each
other and such Mortgage Loans represent, in the aggregate, approximately
20.30% of the Initial Pool Balance. The property manager for each of the
related Mortgaged Properties is Lexford Properties Inc., a wholly-owned
subsidiary of Cardinal Realty Services, Inc. ("Cardinal"). 9 other Mortgage
Loans (those whose borrower affiliation is designated "Inland" on Exhibit A
hereto) have borrowers related to each other and such Mortgage Loans
represent, in the aggregate, approximately 13.01% of the Initial Pool Balance.
The property manager for each of the related Mortgaged Properties is
Mid-America Management Corp., an indirect wholly-owned subsidiary of The
Inland Group, Inc. 3 other Mortgage Loans (those whose borrower affiliation is
designated "Herscot" on Exhibit A hereto) have borrowers related to each other
and such Mortgage Loans represent, in the aggregate, approximately 8.30% of
the Initial Pool Balance. The property manager for each of the related
Mortgaged Properties is Princeton Properties Management, Inc. See "Description
of the Mortgage Pool--Property Management" herein. 4 other groups of Mortgage
Loans have borrowers related to each other, each such group of Mortgage Loans
representing less than 5.00% of the Initial Pool Balance. None of the Mortgage
Loans in any of these Mortgage Loan groups are cross-collateralized or
cross-defaulted with each other or with other mortgage loans. For more
information with respect to the Mortgage Loans with related borrower
concentrations, see the table entitled "Certain Mortgage Loans With Related
Borrowers" under "Description of the Mortgage Pool--Additional Mortgage Loan
Information" herein and Exhibit A attached hereto.
Concentration of related borrowers in a mortgage pool can pose increased
risks. Mortgaged properties that are owned by a group of related borrowers are
likely to have common management. If a mortgage pool has a concentration of
mortgage loans secured by properties owned by a group of related borrowers
having common property management, financial or other difficulties experienced
by the property manager would have a greater impact on the mortgage pool than
would be the case if the properties did not have common management. In
addition, a financial failure or bankruptcy filing involving an affiliate of a
group of affiliated borrowers, such as a common general partner or the owner
of a common general partner, would have a greater impact on the Mortgage Pool
than a financial failure
S-24
<PAGE>
or bankruptcy filing involving only one borrower. Nonetheless, the filing of a
bankruptcy petition should not invalidate the first lien position held by the
Trustee on the related Mortgaged Property, and the Servicer is required to
make Advances through liquidation unless the Servicer determines that such
Advances will not be recoverable. See "Description of the
Certificates--Advances" herein. In addition, in the case of related borrowers,
the terms of the Mortgage Loans require that the borrowers be single-purpose
entities and, in most cases, the borrowers' organizational documents limit
their activities to the ownership of only the related Mortgaged Property and
limit the borrowers' ability to incur additional indebtedness. However, there
can be no assurance that such borrowers will comply with such requirements.
Further, in many cases the borrowers are not required to observe all covenants
and conditions which typically are required in order for such borrowers to be
viewed under standard rating agency criteria as "special purpose entities."
See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the
Prospectus.
Affiliate Debt. With respect to 49 Mortgage Loans, representing 23.54% of
the Initial Pool Balance, each borrower has secured and/or unsecured debt
payable to an affiliate of such borrower ("Affiliate Debt"). Each holder of
Affiliate Debt has executed a subordination agreement pursuant to which such
holder of Affiliate Debt has agreed to subordinate such Affiliate Debt to the
applicable Mortgage Loan and has agreed that such Affiliate Debt will only be
payable to the extent of the applicable borrower's excess available cash flow
at any time. See "Description of the Mortgage Pool--General" herein and
"Certain Legal Aspects of Mortgage Loans--Subordinate Financing" in the
Prospectus.
Increased Risk of Default Associated with Balloon Payments. None of the
Mortgage Loans fully amortize over their respective terms to maturity.
Accordingly, all of the Mortgage Loans will have substantial payments (that
is, Balloon Payments) due at their stated maturity unless prepaid prior
thereto. Loans with balloon payments involve a greater risk of default than
self-amortizing loans because the ability of a borrower to make a balloon
payment typically will depend upon its ability either to refinance the loan or
to sell the related mortgaged property. See "Risk Factors--Balloon Payments;
Borrower Default" in the Prospectus.
Extension Risk Associated With Modification of Mortgage Loans with Balloon
Payments. In order to maximize recoveries on defaulted Mortgage Loans, the
Pooling and Servicing Agreement enables the Special Servicer to extend and
modify Mortgage Loans that are in material default or as to which a payment
default (including the failure to make a Balloon Payment) is reasonably
foreseeable; subject, however, to the limitations described under "Servicing
of the Mortgage Loans--Modifications, Waivers and Amendments" herein. There
can be no assurance, however, that any such extension or modification will
increase the present value of recoveries in a given case. Any delay in
collection of a Balloon Payment that would otherwise be distributable in
respect of a Class of Offered Certificates, whether such delay is due to
borrower default or to modification of the related Mortgage Loan, will likely
extend the weighted average life of such Class of Offered Certificates. See
"Yield and Maturity Considerations" herein and in the Prospectus.
Risks Particular to Multifamily Properties. The Mortgaged Properties (other
than 2 Mortgaged Properties securing 2 Mortgage Loans, with an aggregate
Cut-off Date Balance of approximately $5,500,000, representing approximately
2.10% of the Initial Pool Balance) consist of real estate improved with
multifamily dwellings. Multifamily residential lending typically involves
larger loans than single family lending, and repayment of loans made on the
security of income-producing real property depends upon the ability of the
related real estate project to generate rental income sufficient to pay
operating expenses, to make necessary repairs and capital improvements and to
pay debt service.
Successful operation of a multifamily real estate project is dependent
upon, among other things, economic conditions generally and in the area of the
project, the degree to which the project competes with other projects in the
area, operating costs and the performance of the property manager. In some
cases, that operation may be affected by circumstances outside the control of
the borrower or lender, such as the deterioration of the surrounding
neighborhood, the development of competitive projects, the imposition of rent
control or changes in tax laws.
S-25
<PAGE>
Adverse economic conditions, either local, regional or national, may limit
the amount of rent that can be charged and may result in a reduction in timely
rent payments or a reduction in occupancy levels. Further, the cost of
operating a property may increase, including the costs of utilities and the
costs of required capital expenditures. Occupancy and rent levels may also be
affected by construction of additional housing units, local military base
closings and national and local politics, including current or future rent
stabilization and rent control laws and agreements. In addition, the level of
mortgage interest rates may encourage tenants to purchase single-family
housing. All of these conditions and events may increase the possibility that
a borrower may be unable to meet its obligation under its Mortgage Loan.
Risks Relating to Lack of Certificateholder Control Over Trust Fund.
Certificateholders generally do not have a right to vote, except with respect
to required consents to certain amendments to the Pooling and Servicing
Agreement and, in certain cases, to replace parties to the Pooling and
Servicing Agreement. Furthermore, Certificateholders will generally not have
the right to make decisions with respect to the administration of the Trust
Fund, except for the right of the Controlling Class to replace the Special
Servicer, the right of the Directing Certificateholder to object to any Asset
Status Report and for holders of the Class A, Class B, Class C, Class D and
Class E Certificates to elect the Extension Adviser. See "Servicing of the
Mortgage Loans--General", "--The Extension Adviser" and "--Replacement of the
Special Servicer" herein. Such decisions are generally made, subject to the
express terms of the Pooling and Servicing Agreement, by the Servicer, the
Trustee, the Special Servicer or the Fiscal Agent, as applicable. Any decision
made by one of those parties in respect of the Trust Fund, even if made in the
best interests of the Certificateholders (as determined by such party in its
good faith and reasonable judgment), may be contrary to the decision that
would have been made by the holders of any particular Class or Classes of
Offered Certificates and may negatively affect the interests of such holders.
Special Servicer May Purchase Certificates. It is anticipated, but no
assurance can be given, that the Special Servicer, or an affiliate thereof,
will purchase a portion of the Class H Certificates. Such a purchase by the
Special Servicer could cause a conflict between such entity's duties pursuant
to the Pooling and Servicing Agreement and its interest as a holder of a
Certificate. However, the Pooling and Servicing Agreement provides that the
Mortgage Loans shall be administered in accordance with the Servicing
Standards without regard to ownership of any Certificate by the Servicer, the
Special Servicer or any affiliate thereof. See "Servicing of the Mortgage
Loans--General" herein.
Yield Risk Associated With Changes in Concentrations. To the extent
payments in respect of principal (including any principal prepayments,
liquidations and the principal portion of the repurchase prices of any
Mortgage Loans repurchased due to breaches of representations) are received
with respect to the Mortgage Loans, the remaining Mortgage Loans as a group
may exhibit increased concentration with respect to the type of properties,
property characteristics, number of borrowers and affiliated borrowers or
geographic location. Because unscheduled collections of principal on the
Mortgage Loans are payable first on the Classes of Class A Certificates (in
order of numerical designation until paid) and then on the other Classes of
Certificates (other than the Class X Certificates) in order of alphabetical
designation, the more subordinate Classes of Certificates are relatively more
likely to be exposed to any risks associated with changes in concentrations of
loan or property characteristics.
Subordination of Subordinate Offered Certificates. As and to the extent
described herein, the rights of the holders of the Subordinate Offered
Certificates to receive distributions of amounts collected or advanced on or
in respect of the Mortgage Loans will be subordinated to those of the holders
of the Senior Certificates. Furthermore, the rights of the Class E
Certificateholders to receive distributions of amounts collected or advanced
on or in respect of the Mortgage Loans will also be subordinated to those of
the Class D, Class C and Class B Certificates, the rights of the Class D
Certificates will also be subordinated to those of the holders of the Class C
and Class B Certificates, and the rights of the Class C Certificates will also
be subordinated to those of the holders of the Class B Certificates. See
"Description of the Certificates--Distributions--Priority" and
"--Subordination; Allocation of Collateral Support Deficit" herein.
Management. Each Mortgaged Property is managed by a property manager
(which may be the borrower or an affiliate of the borrower). Insignia
Management, L.P., is the property manager with respect
S-26
<PAGE>
to approximately 28.30% (by percentage of the Initial Pool Balance) of the
Mortgage Loans, Lexford Properties Inc., is the property manager with respect
to approximately 20.30% (by percentage of the Initial Pool Balance) of the
Mortgage Loans, Mid-America Management Corp. is the property manager with
respect to approximately 13.01% (by percentage of the Initial Pool Balance) of
the Mortgage Loans, and Princeton Properties Management, Inc., is the property
manager with respect to approximately 8.30% (by percentage of the Initial Pool
Balance) of the Mortgage Loans. See "Descriptions of the Mortgage
Pool--Property Management" herein. The successful operation of a real estate
project is dependent on the performance and viability of the property manager
of such project. The property manager is responsible for responding to changes
in the local market, planning and implementing the rental structure, including
establishing levels of rent payments and advising the borrowers so that
maintenance and capital improvements can be carried out in a timely fashion.
There is no assurance regarding the performance of any operators and/or
managers or persons who may become operators and/or managers upon the
expiration or termination of leases or management agreements or following any
default or foreclosure under a Mortgage Loan. In addition, generally the
property managers are operating companies and unlike limited purpose entities,
may not be restricted from incurring debt and other liabilities in the
ordinary course of business or otherwise. There can be no assurance that the
property managers will at all times be in a financial condition to continue to
fulfill their management responsibilities under the related management
agreements throughout the terms thereof. Accordingly, concentration of
property management of mortgaged properties in a mortgage pool increases the
risk that poor performance or financial or other difficulties of a single
property manager will have a greater impact on the mortgage pool than would be
the case if the properties did not have common management.
Potential Liability to the Trust Fund Relating to a Materially Adverse
Environmental Condition. An environmental site assessment (or, with respect to
3 Mortgage Loans (representing approximately 3.75% of the Initial Pool
Balance), an update to a prior environmental site assessment) was performed at
each of the Mortgaged Properties during the 12-month period prior to the date
of origination of the related Mortgage Loan. No such environmental assessment
(or update) revealed any material adverse environmental condition or
circumstance at any Mortgaged Property. In certain cases, the environmental
consultant identified a condition or circumstance (i) which was remediated or
an escrow for such remediation was established and/or (ii) for which the
consultant recommended an operations and maintenance plan or periodic
monitoring of nearby properties, which recommendations are consistent with
industrywide practices.
The Pooling and Servicing Agreement requires that the Special Servicer
obtain an environmental site assessment of a Mortgaged Property securing a
defaulted Mortgage Loan prior to acquiring title thereto or assuming its
operation. Such prohibition effectively precludes enforcement of the security
for the related Mortgage Note until a satisfactory environmental site
assessment is obtained (or until any required remedial action is thereafter
taken) but will decrease the likelihood that the Trust Fund will become liable
for a material adverse environmental condition at the Mortgaged Property.
However, there can be no assurance that the requirements of the Pooling and
Servicing Agreement will effectively insulate the Trust Fund from potential
liability for a materially adverse environmental condition at any Mortgaged
Property. See "Servicing of the Mortgage Loans--Realization Upon Defaulted
Mortgage Loans" herein and "Risk Factors--Environmental Risks" and "Certain
Legal Aspects of Mortgage Loans--Environmental Risks" in the Prospectus.
Tax Considerations Related to Foreclosure. If the Trust Fund were to
acquire a Mortgaged Property subsequent to a default on the related Mortgage
Loan pursuant to a foreclosure or deed in lieu of foreclosure, the Special
Servicer would be required to retain an independent contractor to operate and
manage the Mortgaged Property. Any net income from such operation and
management, other than qualifying "rents from real property," or any rental
income based on the net profits of a tenant or sub-tenant or allocable to a
service that is non-customary in the area and for the type of building
involved, will subject the Trust Fund to federal (and possibly state or local)
tax on such income at the highest marginal corporate tax rate (currently 35%),
thereby reducing net proceeds available for distribution to
Certificateholders. The Trust Fund will generally be permitted to receive such
taxable "net income from
S-27
<PAGE>
foreclosure property," if the Special Servicer determines that the net
after-tax recovery to the Trust Fund would be greater than if such REO
Property were leased to a third party at a fixed rental so as to produce
qualifying "rents from real property" or such property could not reasonably be
so leased.
No Earthquake Insurance. The Mortgaged Properties are not insured for any
loss resulting from an earthquake.
Zoning Compliance. Due to changes in applicable building and zoning
ordinances and codes ("Zoning Laws") affecting certain of the Mortgaged
Properties which have come into effect after the construction of improvements
on such Mortgaged Properties and to other reasons, certain improvements may
not comply fully with current Zoning Laws, including density, use, parking and
setback requirements, but qualify as permitted non-conforming uses. Such
changes may limit the ability of the borrower to rebuild the premises "as is"
in the event of a substantial casualty loss with respect thereto and may
adversely affect the ability of the borrower to meet its Mortgage Loan
obligations from cash flow.
Costs of Compliance with Americans with Disabilities Act of 1990. Under the
Americans with Disabilities Act of 1990 (the "ADA"), all public accommodations
are required to meet certain federal requirements related to access and use by
disabled persons. To the extent a Mortgaged Property does not comply with the
ADA, the Trust Fund or the related borrower, as the case may be, is likely to
incur costs of complying with the ADA. In addition, noncompliance could result
in the imposition of fines by the federal government or an award of damages to
private litigants.
Litigation. There may be legal proceedings pending and, from time to time,
threatened against the borrowers and their affiliates relating to the business
of or arising out of the ordinary course of business of the borrowers and
their affiliates. There can be no assurance that such litigation will not have
a material adverse effect on the distributions to Certificateholders.
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
All percentages of the Mortgage Loans and Mortgaged Properties, or of any
specified group of Mortgage Loans and Mortgaged Properties, referred to herein
without further description are approximate percentages by Initial Pool
Balance. The Trust Fund will consist primarily of 94 multifamily and 2 mobile
home community balloon Mortgage Loans with an Initial Pool Balance of
approximately $261,954,164. Each Mortgage Loan is evidenced by a promissory
note (a "Mortgage Note") and secured by a mortgage, deed of trust or other
similar security instrument (a "Mortgage") that creates a first mortgage lien
on a fee simple estate in a multifamily or mobile home community property (a
"Mortgaged Property"). The "Cut-off Date Balance" of any Mortgage Loan is the
unpaid principal balance thereof as of the Cut-off Date, after application of
all payments due on or before such date, whether or not received.
On or prior to the Closing Date, the Depositor will acquire the Mortgage
Loans from the Mortgage Loan Sellers pursuant to the Purchase Agreements and
will thereupon assign its interests in the Mortgage Loans, without recourse,
to the Trustee for the benefit of the Certificateholders. See "--The Mortgage
Loan Sellers" below and "Description of the Pooling Agreements--Assignment of
Mortgage Loans; Repurchases" in the Prospectus. For purposes of the
Prospectus, each Mortgage Loan Seller constitutes a Mortgage Asset Seller.
All of the Mortgage Loans were originated during the period between August
8, 1995 and November 5, 1996. The Mortgage Loan Sellers (or affiliates
thereof) originated 75 of the Mortgage Loans, representing approximately
59.02% of the Initial Pool Balance, and acquired the remaining Mortgage Loans
from the respective originators thereof, generally in accordance with the
underwriting criteria described below under "--Underwriting Standards." 34 of
the Mortgage Loans, which represent approximately 46.92% of the Initial Pool
Balance, are being sold to the Depositor by Chase and 62 of the Mortgage
Loans, which represent approximately 53.08% of the Initial Pool Balance, are
being sold to the Depositor by PWRES.
The Mortgage Loans are not insured or guaranteed by any Mortgage Loan
Seller, any governmental entity or private mortgage insurer. The Depositor has
not undertaken any evaluation of the significance
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<PAGE>
of the recourse provisions of any of a number of the Mortgage Loans that
provide for recourse against the related borrower or another person in the
event of a default. Accordingly, investors should consider all of the Mortgage
Loans to be nonrecourse loans as to which recourse in the case of default will
be limited to the specific property and such other assets, if any, pledged to
secure a Mortgage Loan.
The borrowers with respect to 3 of the Mortgage Loans sold by Chase to the
Depositor, representing approximately 4.15% of the Initial Pool Balance, have
unsecured subordinate debt payable to the general partner of the applicable
borrower. The aggregate amount of Affiliate Debt for all such borrowers equals
approximately $2,659,684. For each such Mortgage Loan, such general partner
has entered into a subordination agreement with Chase acknowledging that such
Affiliate Debt is non-foreclosable and non-defaultable and imposing limits on
the borrower's ability to incur any further subordinate debt. The loan
documents relating to such Affiliate Debt do not allow interest payable to
exceed 6% per annum and interest is payable solely out of excess cash flow
after monthly principal and interest payments have been made on the related
Mortgage Loans.
In addition, with respect to 46 other Mortgage Loans sold by PWRES to the
Depositor, representing approximately 19.39% of the Initial Pool Balance, each
related borrower owes secured and/or unsecured subordinate debt to an
affiliate of such borrower. The aggregate amount of Affiliate Debt for all
such borrowers equals approximately $20,316,332. Each holder of such Affiliate
Debt executed a subordination agreement pursuant to which the holder of such
Affiliate Debt has agreed to subordinate such Affiliate Debt to the related
Mortgage Loans and has agreed that such Affiliate Debt will only be payable to
the extent of the related borrower's excess available cash flow at any time.
Certain risks relating to subordinate debt are described in "Certain Legal
Aspects of Mortgage Loans--Subordinate Financing" in the Prospectus.
SIGNIFICANT MORTGAGE LOAN
Set forth below is a description of the only Mortgaged Property that will
represent security for a Mortgage Loan with a Stated Principal Balance
exceeding 5% of the Initial Pool Balance.
Plantation Creek. The Mortgage Loan (Loan Number 64 on Exhibit A hereto)
that will have the largest Stated Principal Balance as of the Cut-off Date,
$15,788,514 representing approximately 6.03% of the Initial Pool Balance, is
secured by a first lien mortgage on a fee estate known as Plantation Creek.
Plantation Creek is a 484-unit multifamily property, situated on approximately
35 acres of land with 35 two and three story buildings constructed between
1976 and 1978, representing approximately 550,000 net rentable square feet.
The property is located in the Roswell Road section of Atlanta, Georgia, which
is approximately 15 miles from Atlanta's central business district. As
indicated in Exhibit A hereto, the Mortgage Loan had an LTV Ratio as of the
Cut-off Date of approximately 73% and a DSCR as of the Cut-off Date of
approximately 1.49x. As of September 17, 1996, Plantation Creek had an
occupancy rate of approximately 94%. Plantation Creek is one of the Mortgage
Loans whose borrower affiliation is indicated on Exhibit A hereto as
"Insignia." See "Risk Factors--Increased Risk of Loss Associated With
Concentrations of Mortgage Loans and Borrowers" herein and Exhibit A hereto.
CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS
All of the Mortgage Loans have Due Dates that occur on the first day of
each month. All prepayments, if any, on the Mortgage Loans are generally
required to be made on the first day of each month and/or to include one
month's interest on the amount prepaid. All of the Mortgage Loans bear fixed
interest rates. All of the Mortgage Loans provide for monthly payments of
principal based on amortization schedules significantly longer than the
remaining terms of such Mortgage Loans. Thus, all of the Mortgage Loans will
have Balloon Payments due at their stated maturity dates, unless prepaid prior
thereto.
Prepayment Provisions. Each Mortgage Loan restricts voluntary prepayments
in one or more of the following ways: (i) by prohibiting any prepayments for a
specified period of time after the date of origination of such Mortgage Loan
(a "Lock-out Period"), (ii) by requiring that any principal prepayment made
during a specified period of time after the date of origination of such
Mortgage Loan or, in the case
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<PAGE>
of a Mortgage Loan also subject to a Lock-out Period, after the date of
expiration of such Lock-out Period (a "Yield Maintenance Period") be
accompanied by a Yield Maintenance Charge (as defined below) and (iii) by
imposing fees or premiums generally equal to a percentage of the then
outstanding principal balance of such Mortgage Loan ("Prepayment Premiums") in
connection with full or partial principal prepayments for a specified period
of time after the expiration of the related Yield Maintenance Period or, in
the case of Mortgage Loans not subject to a Yield Maintenance Period, the
related Lock-out Period (in either case, a "Prepayment Premium Period"). 48 of
the Mortgage Loans, representing approximately 79.70% of the Initial Pool
Balance, specify a period of time (generally between three to six months)
prior to the maturity date of such Mortgage Loan during which there are no
restrictions on voluntary prepayments, and the remaining 48 Mortgage Loans,
representing approximately 20.30% of the Initial Pool Balance, require the
payment of Yield Maintenance Charges until maturity.
The "Yield Maintenance Charge" will generally be equal to:
(i) with respect to Mortgage Loans sold by Chase to the Depositor: the
greater of (A) 1% (or 3% with respect to 4 of such Mortgage Loans,
representing approximately 5.59% of the Initial Pool Balance) of
the entire unpaid principal balance of the Mortgage Loan at the
time of prepayment, and (B) the present value as of the date of
prepayment and calculated using the Yield Rate as the discount
rate, for each month, of the difference between (1) the remaining
scheduled monthly payments of interest that would be due on the
principal being prepaid at the rate per annum provided for in the
related Mortgage Note from the date of prepayment to the maturity
date and (2) the remaining scheduled monthly payments of interest
that would be due on the principal amount being prepaid at the
Yield Rate from the date of prepayment to the maturity date; and
(ii) with respect to Mortgage Loans sold by PWRES to the Depositor: the
greater of (A) 1% of the portion of the principal balance of the
Mortgage Loan being prepaid, and (B) the product of (i) a fraction
whose numerator is an amount equal to the portion of the principal
balance of the Mortgage Loan being prepaid and whose denominator
is the principal balance of such Mortgage Loan on the date of such
prepayment, multiplied by (ii) an amount equal to the remainder
obtained by subtracting (x) an amount equal to the entire
outstanding principal balance of the Mortgage Loan as of the date
of such prepayment, from (y) the present value as of the date of
such prepayment of the remaining scheduled payments of principal
and interest on the entire Mortgage Loan (including the Balloon
Payment) determined by discounting such payments at the Discount
Rate. The "Discount Rate" is a rate which, when compounded
monthly, is equivalent to the Yield Rate when compounded
semi-annually.
The "Yield Rate" is a rate equal to (i) with respect to the Mortgage Loans
sold by Chase to the Depositor, a per annum rate calculated by the linear
interpolation of the yields, as reported in "Federal Reserve Statistical
Release H.15-Selected Interest Rates" under the heading U.S. Government
Securities/ Treasury constant maturities for the week ending prior to the date
of prepayment, of the U.S. Treasury constant maturities with maturity dates
(one longer and one shorter) most nearly approximating the maturity date (or
such other comparable calculation based on the United States Treasury Security
set forth in such other publication) such rate converted to a monthly
equivalent, and (ii) with respect to the Mortgage Loans sold by PWRES to the
Depositor, a per annum rate calculated by the linear interpolation of the
yields, as reported in Federal Reserve Statistical Release H.15-Selected
Interest Rates under the heading U.S. government securities/Treasury constant
maturities for the week ending prior to the date of the relevant prepayment of
any Mortgage Loan, of U.S. Treasury constant maturities with a maturity date
(one longer, one shorter) most nearly approximating the maturity date of the
Mortgage Loan being prepaid. In the event Federal Reserve Statistical Release
H.15-Selected Interest Rates is no longer published, the Servicer, on behalf
of the Trustee, shall select a comparable publication to determine the Yield
Rate with respect to Mortgage Loans.
The following table summarizes the Lock-out Periods, Yield Maintenance
Periods and Prepayment Premium Periods applicable to the Mortgage Loans:
S-30
<PAGE>
PREPAYMENT RESTRICTIONS IN EFFECT AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
ORIGINAL
TERM TO NUMBER AGGREGATE PERCENTAGE OF LOCKOUT
MATURITY OF CUT-OFF DATE INITIAL PERIOD
(MOS.) LOANS BALANCE POOL BALANCE (MOS.)
------ ----- ------- ------------ ------
<S> <C> <C> <C> <C>
84 3 $ 12,753,157 4.87% 0
84 5 17,677,190 6.75 24/25
84 3 6,852,237 2.62 24
84 1 1,893,707 0.72 24
120 1 1,879,254 0.72 0
120 37 40,134,424 15.32 25
120 15 54,857,232 20.94 36
120 10 38,731,878 14.79 36
120 10 74,122,294 28.30 48
121 11 13,052,791 4.98 26
------ ------------ ------
TOTAL 96 $261,954,164 100%
====== ============ ======
</TABLE>
<TABLE>
YIELD
MAINTENANCE PREPAYMENT
CHARGES PREMIUMS NO
------------------ AND/OR --------------- PENALTY
YIELD MAINTENANCE CHARGE BEGIN END BEGIN END DURING
OR PREPAYMENT PREMIUM DESCRIPTION MONTH MONTH MONTH MONTH LAST
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GREATER THAN OF (I) 3% OF UPB OR (II) YIELD
MAINTENANCE, CHARGE FOR THE FIRST 5 YEARS
THEN FIXED AT 2% IN YEAR 6 AND 1% IN YEAR 7 1 60 61 78 6 MOS.
GREATER THAN OF (I) 1% OF UPB OR (II) YIELD
MAINTENANCE CHARGE 25/26 81 N/A N/A 3 MOS.
GREATER THAN OF (I) 1% OF UPB OR (II) YIELD
MAINTENANCE CHARGE 25 78 N/A N/A 6 MOS.
FIXED AT 5% IN YEAR 3, 4% IN YEAR 4, 3% IN
YEAR 5, 2% IN YEAR 6 AND 1% IN YEAR 7 N/A N/A 25 81 3 MOS.
GREATER THAN OF (I) 3% OF UPB OR (II) YIELD
MAINTENANCE CHARGE FOR THE FIRST
7 YEARS, THEN FIXED AT 3% IN
YEAR 8, 2% IN YEAR 9, 1% IN YEAR 10 1 84 85 114 6 MOS.
GREATER THAN OF (I) 1% OF UPB OR (II) YIELD
MAINTENANCE CHARGE 26 120 N/A N/A 0 MOS.
GREATER THAN OF (I) 1% OF UPB OR (II) YIELD
MAINTENANCE CHARGE 37 117 N/A N/A 3 MOS.
GREATER THAN OF (I) 1% OF UPB OR (II) YIELD
MAINTENANCE CHARGE 37 114 N/A N/A 6 MOS.
GREATER THAN OF (I) 1% OF UPB OR (II) YIELD
MAINTENANCE CHARGE 49 114 N/A N/A 6 MOS.
GREATER THAN OF (I) 1% OF UPB OR (II) YIELD
MAINTENANCE CHARGE 27 121 N/A N/A 0 MOS.
</TABLE>
- ------------
As used above, "n/a" means not applicable.
As used above, "UPB" means unpaid principal balance.
As used above, "Begin Month" and "End Month" are measured from origination.
S-31
<PAGE>
Prepayment Premiums and Yield Maintenance Charges are distributable as
described herein under "Description of the Certificates--Allocation of
Prepayment Premiums and Yield Maintenance Charges."
Unless a Mortgage Loan is relatively near its stated maturity date or
unless the sale price or the amount of the refinancing of the related
Mortgaged Property is considerably higher than the current outstanding
principal balance of such Mortgage Loan (due to an increase in the value of
the Mortgaged Property or otherwise), the Yield Maintenance Charge or
Prepayment Premium may, even in a relatively low interest rate environment,
offset entirely or render insignificant any economic benefit to be received by
the borrower upon a refinancing or sale of the Mortgaged Property. The Yield
Maintenance Charge or Prepayment Premium provision of a Mortgage Loan creates
an economic disincentive for the borrower to prepay such Mortgage Loan
voluntarily and, accordingly, the related borrower may elect not to prepay
such Mortgage Loan. However, there can be no assurance that the imposition of
a Yield Maintenance Charge or Prepayment Premium will provide a sufficient
disincentive to prevent a voluntary principal prepayment. All but 52 of the
Mortgage Loans (representing approximately 24.78% of the Initial Pool Balance)
prohibit voluntary partial prepayments.
Certain state laws limit the amounts that a lender may collect from a
borrower as an additional charge in connection with the prepayment of a
mortgage loan. 38 of the Mortgage Loans (representing approximately 51.40% of
the Initial Pool Balance) do not require the payment of Prepayment Premiums or
Yield Maintenance Charges in connection with casualty or condemnation.
Furthermore, the enforceability, under the laws of a number of states, of
provisions providing for payments comparable to the Prepayment Premiums and/or
Yield Maintenance Charges upon an involuntary prepayment is unclear. No
assurance can be given that, at the time a Prepayment Premium or a Yield
Maintenance Charge is required to be made on a Mortgage Loan in connection
with an involuntary prepayment, the obligation to pay such Prepayment Premium
or Yield Maintenance Charge will be enforceable under applicable state law.
See "Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations
on Prepayments" in the Prospectus.
S-32
<PAGE>
The following table sets forth for each month indicated in the table, (i)
the aggregate unpaid principal balance and the percentage of the Initial Pool
Balance expected to be outstanding and (ii) the percentage of such amounts
subject to a Lock-out Period, Yield Maintenance Charge or Prepayment Premium,
in each case assuming no prepayments, defaults or extensions and based also
upon the assumptions set forth preceding the tables appearing under "Yield and
Maturity Considerations--Weighted Average Life" herein.
PERCENTAGE OF REMAINING POOL BALANCE SUBJECT TO PREPAYMENT RESTRICTIONS
<TABLE>
<CAPTION>
IPB OUTSTANDING
- ------------------------------------------------------------------
INITIAL AMOUNT OF IPB OUTSTANDING
POOL IPB -----------------------
DATE BALANCE MATURED AMOUNT % IPB
- ------------------------------------------------------------------
<S> <C> <C> <C> <C>
12/1/96 $261,954,164 0 $261,954,164 100%
12/1/97 $261,954,164 $ 1,845,837 $260,108,327 99%
12/1/98 $261,954,164 $ 3,849,782 $258,104,382 99%
12/1/99 $261,954,164 $ 6,072,875 $255,881,290 98%
12/1/00 $261,954,164 $ 9,032,829 $252,921,336 97%
12/1/01 $261,954,164 $12,251,392 $249,702,772 95%
12/1/02 $261,954,164 $27,386,122 $234,568,042 90%
12/1/03 $261,954,164 $55,339,793 $206,614,371 79%
12/1/04 $261,954,164 $58,809,706 $203,144,459 78%
12/1/05 $261,954,164 $64,252,040 $197,702,124 75%
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
PREPAYMENT RESTRICTIONS APPLICABLE TO IPB OUTSTANDING ON EACH ANNIVERSARY OF THE CUT-OFF DATE
- ------------------------------------------------------------------------------------------------------------
PREPAYABLE
PREPAYMENT WITHOUT PREMIUM OR
LOCKOUT YIELD MAINTENANCE CHARGES PREMIUMS CHARGE
----------------------- ------------------------- ------------------------ ------------------------
AMOUNT % AMOUNT % AMOUNT % AMOUNT %
<C> <C> <C> <C> <C> <C> <C> <C>
$247,321,754 94.4% $ 14,632,410 5.6% 0 0.0% 0 0.0%
$245,642,175 94.4% $ 14,466,152 5.6% 0 0.0% 0 0.0%
$164,671,762 63.8% $ 91,567,118 35.5% $ 1,865,501 0.7% 0 0.0%
$ 71,907,622 28.1% $182,124,293 71.2% $ 1,849,375 0.7% 0 0.0%
0 0.0% $239,018,444 94.5% $ 13,902,891 5.5% 0 0.0%
0 0.0% $236,028,260 94.5% $ 13,674,512 5.5% 0 0.0%
0 0.0% $217,514,038 92.7% $ 3,548,173 1.5% $13,505,831 5.8%
0 0.0% $204,884,426 99.2% $ 1,729,945 0.8% 0 0.0%
0 0.0% $201,443,763 99.2% $ 1,700,695 0.8% 0 0.0%
0 0.0% $104,470,973 52.8% 0 0.0% $93,231,151 47.2%
</TABLE>
- ------------
As used above, "IPB" means Initial Pool Balance.
"Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans
contain "due-on-sale" and "due-on-encumbrance" provisions that in each case,
with limited exceptions, permit the holder of the Mortgage to accelerate the
maturity of the related Mortgage Loan if the borrower sells or otherwise
transfers or encumbers the related Mortgaged Property, without the consent of
the holder of the Mortgage; provided, however, under the terms of certain of
the Mortgage Loans, such consent must be granted if certain conditions are
met. The Special Servicer shall exercise (or waive its right to exercise) any
right it may have with respect to a Mortgage Loan containing a "due-on-sale"
clause (i) to accelerate the payments thereon, or (ii) to withhold its consent
to any such sale or transfer, consistent with the Servicing Standards. With
respect to a Mortgage Loan with a "due-on-encumbrance" clause, the Special
Servicer, shall exercise (or waive its right to exercise) any right it may
have with respect to a Mortgage Loan containing a "due-on-encumbrance" clause
(i) to accelerate the payments thereon, or (ii) to withhold its consent to the
creation of any additional lien or other encumbrance, consistent with the
Servicing Standards. Notwithstanding the foregoing, the Special Servicer shall
not waive any rights under any "due-on-encumbrance" clause, or under any
"due-on-sale" clause set forth in any of the Mortgage Loans in the 4 loan
groups with related borrower concentrations in excess of 5% (described in the
second paragraph under "Risk Factors--Increased Risk of Loss Associated with
Concentration of Mortgage Loans, Management and Borrowers" herein) or the
Mortgage Loan described under "Description of the Mortgage Pool--Significant
Mortgage Loan" herein, unless it obtains from each Rating Agency a written
confirmation that such waiver would not cause a downgrading, qualification or
withdrawal of the ratings then assigned to any of the Certificates; provided,
however, that so long as all holders of each Class of Certificates the ratings
of which would otherwise be downgraded, qualified or withdrawn consent to such
waiver, such Rating Agency confirmation will not be required. Notwithstanding
the foregoing, the existence of subordinated indebtedness, if created, may
increase the difficulty of refinancing the related Mortgage Loan at maturity
and the possibility that reduced cash flow could result in deferred
maintenance. Also, if the holder of the subordinated debt has filed for
bankruptcy or been placed in involuntary receivership, foreclosure of the
related Mortgage Loan could be delayed. See "Certain Legal Aspects of Mortgage
Loans--Due-on-Sale and Due-on-Encumbrance" and "--Subordinate Financing" in
the Prospectus.
Defeasance. The terms of 48 of the Mortgage Loans (those Mortgage Loans
whose borrower affiliation is designated "Cardinal" on Exhibit A hereto),
representing 20.30% of the Initial Pool Balance, grant the related borrower
the option (the "Defeasance Option") at any time commencing two years after
the Closing Date to release the lien of the Mortgage on the related Mortgaged
Property by substituting for such Mortgaged Property, as collateral for the
related Mortgage Note, U.S. Treasury securities having (i) a market value at
the time of the
S-33
<PAGE>
proposed release (the "Defeasance Date") of no less than the then outstanding
principal balance of the Mortgage Note, and (ii) a cash flow for each month
from the Defeasance Date to the maturity date of the Mortgage Loan of no less
than the required Monthly Payment for each such month on the Mortgage Note
(including both principal and interest and including any Balloon Payment).
Pursuant to the terms of the related Mortgage Loan, a borrower may only
exercise a Defeasance Option if (i) exercising such option is necessary in
order for the borrower to cure a non-curable default, or (ii) as the result of
the occurrence of a casualty or condemnation with respect to the related
Mortgaged Property, the proceeds in respect of which were applied by the
mortgagee to the mandatory prepayment of the Mortgage Note and were
insufficient to allow the borrower to obtain a release of such Mortgaged
Property, or (iii) in connection with a sale of the Mortgaged Property. No
Yield Maintenance Charge or Prepayment Premium will be payable in connection
with the release of a Mortgaged Property as described above.
ADDITIONAL MORTGAGE LOAN INFORMATION
The following tables set forth certain anticipated characteristics of the
Mortgage Loans. The sum in any column may not equal the indicated total due to
rounding. The descriptions in this Prospectus Supplement of the Mortgage Loans
and the Mortgaged Properties are based upon the Mortgage Pool as it is
expected to be constituted as of the close of business on the Closing Date,
assuming that (i) all scheduled principal and interest payments due on or
before the Cut-off Date will be made, and (ii) there will be no principal
prepayments on or before the Cut-off Date. Prior to the issuance of the
Certificates, Mortgage Loans may be removed from the Mortgage Pool and not
sold by the Mortgage Loan Sellers to the Depositor as a result of prepayments,
delinquencies, incomplete documentation or otherwise, if the Depositor or the
related Mortgage Loan Seller deems such removal necessary, appropriate or
desirable. A limited number of other mortgage loans may be included in the
Mortgage Pool prior to the issuance of the Certificates, unless including such
mortgage loans would materially alter the characteristics of the Mortgage Pool
as described herein. The Depositor believes that the information set forth
herein will be representative of the characteristics of the Mortgage Pool as
it will be constituted at the time the Certificates are issued, although the
range of Mortgage Rates and maturities as well as other characteristics of the
Mortgage Loans described herein may vary.
A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates on or shortly after the Closing Date
and will be filed, together with the Pooling and Servicing Agreement, with the
Securities and Exchange Commission within fifteen days after the initial
issuance of the Offered Certificates. In the event that Mortgage Loans are
removed from or added to the Mortgage Pool as set forth in the preceding
paragraph, such removal or addition will be noted in the Form 8-K.
RANGE OF MORTGAGE RATES AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
RANGE OF NUMBER OF CUT-OFF DATE INITIAL POOL
MORTGAGE RATES LOANS BALANCE BALANCE
- ------------------- ---------- -------------- ---------------
<S> <C> <C> <C>
7.570% to 7.999% 21 $115,338,197 44.03%
8.000% to 8.249% 1 5,203,634 1.99
8.250% to 8.499% 2 5,791,405 2.21
8.500% to 8.749% 3 8,608,117 3.29
8.750% to 8.999% 9 42,418,300 16.19
9.000% to 9.249% 59 81,808,864 31.23
9.250% to 9.375% 1 2,785,648 1.06
---------- -------------- ---------------
Total/Weighted Avg. 96 $261,954,164 100%
========== ============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
STATED
RANGE OF MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
MORTGAGE RATES RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
7.570% to 7.999% 7.85% 106 1.51x 70.18% 62.13%
8.000% to 8.249% 8.14% 71 1.28x 74.34% 69.49%
8.250% to 8.499% 8.31 % 82 1.13x 72.80% 65.27%
8.500% to 8.749% 8.64% 86 1.37x 70.89% 63.11%
8.750% to 8.999% 8.78% 115 1.45x 74.20% 65.94%
9.000% to 9.249% 9.04% 113 1.33x 76.17% 68.75%
9.250% to 9.375% 9.38% 114 1.52x 66.32% 55.63%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
S-34
<PAGE>
MORTGAGE LOANS BY STATE
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
AGGREGATE PERCENTAGE OF STATED
NUMBER OF CUT-OFF DATE INITIAL POOL MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
STATE LOANS BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- -------------- --------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Texas 10 $ 39,818,939 15.20% 8.19% 98 1.42x 72.35% 65.29%
Illinois 8 31,483,134 12.02 7.87% 110 1.62x 71.90% 63.36%
Florida 11 25,079,157 9.57 8.88% 98 1.28x 73.50% 66.89%
Massachusetts 3 21,747,124 8.30 8.75% 117 1.55x 75.02% 66.90%
Georgia 4 20,635,156 7.88 8.19% 108 1.48x 73.27% 65.21%
Ohio 19 19,894,990 7.59 9.00% 119 1.27x 78.20% 70.08%
Arizona 2 16,800,937 6.41 8.21% 111 1.44x 70.80% 62.70%
New York 5 16,362,881 6.25 8.85% 112 1.40x 68.94% 59.44%
Indiana 12 14,183,509 5.41 8.77% 117 1.41x 76.07% 67.96%
Kansas 1 9,607,162 3.67 7.93% 110 1.41x 67.18% 59.27%
Michigan 3 6,682,235 2.55 7.98% 82 1.56x 68.13% 62.83%
Connecticut 4 6,549,447 2.50 9.13% 117 1.41x 72.82% 65.37%
Virginia 1 6,052,324 2.31 7.88% 109 1.48x 62.40% 55.03%
N. Carolina 1 5,407,404 2.06 7.88% 109 1.44x 63.62% 56.11%
S. Carolina 1 4,216,783 1.61 7.88% 109 1.53x 76.67% 67.62%
Kentucky 3 4,103,082 1.57 9.00% 119 1.23x 79.99% 71.68%
Colorado 1 3,912,151 1.49 8.33% 70 1.04x 72.37% 65.13%
Oklahoma 1 2,248,732 0.86 8.85% 119 1.47x 78.90% 70.41%
Maryland 1 2,087,508 0.80 9.00% 119 1.18x 83.50% 74.83%
Pennsylvania 2 1,912,898 0.73 9.00% 119 1.35x 79.88% 71.58%
West Virginia 2 1,751,000 0.67 9.00% 119 1.38x 81.83% 73.33%
Alabama 1 1,417,610 0.54 9.00% 119 1.25x 78.76% 70.58%
---------- -------------- ---------------
Total/Weighted Avg. 96 $261,954,164 100% 8.43% 108 1.43x 72.83% 64.99%
========== ============== ===============
</TABLE>
RANGE OF REMAINING TERM IN MONTHS
<TABLE>
<CAPTION>
AGGREGATE CUT- PERCENTAGE OF
RANGE OF NUMBER OF OFF DATE INITIAL POOL
REMAINING TERM LOANS BALANCE BALANCE
- ------------------- ---------- -------------- ---------------
<S> <C> <C> <C>
69 to 70 2 $ 7,549,523 2.88%
71 to 80 10 31,626,769 12.07
81 to 100 0 0 0.00
101 to 110 19 107,388,215 41.00
111 to 120 65 115,389,658 44.05
---------- -------------- ---------------
Total/Weighted Avg. 96 $261,954,164 100%
========== ============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
STATED
RANGE OF MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
REMAINING TERM RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
69 to 70 8.46% 70 1.10x 71.20% 64.23%
71 to 80 8.47% 76 1.42x 71.88% 67.02%
81 to 100 0.00% 0 0.00x 0.00% 0.00%
101 to 110 7.87% 109 1.51x 70.49% 62.14%
111 to 120 8.94% 118 1.38x 75.37% 67.14%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
S-35
<PAGE>
YEARS OF MATURITY
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
NUMBER OF CUT-OFF DATE INITIAL POOL
YEAR OF MATURITY LOANS BALANCE BALANCE
- ------------------- ---------- -------------- ---------------
<S> <C> <C> <C>
2002 3 $ 12,753,157 4.87%
2003 9 26,423,135 10.09
2005 1 1,879,254 0.72
2006 83 220,898,619 84.33
---------- -------------- ---------------
Total/Weighted Avg. 96 $261,954,164 100%
========== ============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
STATED
MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
YEAR OF MATURITY RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
2002 8.33% 70 1.17x 72.48% 66.37%
2003 8.53% 77 1.45x 71.39% 66.53%
2005 8.26% 107 1.33x 73.70% 65.56%
2006 8.43% 114 1.44x 73.01% 64.72%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
RANGE OF YEARS BUILT
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
RANGE OF YEARS NUMBER OF CUT-OFF DATE INITIAL POOL
BUILT LOANS BALANCE BALANCE
- ------------------- ---------- -------------- ---------------
<S> <C> <C> <C>
prior to 1961 3 $ 9,230,217 3.52%
1961 to 1970 12 39,273,827 14.99
1971 to 1975 9 33,758,009 12.89
1976 to 1980 8 33,622,886 12.84
1981 to 1985 52 99,983,446 38.17
1986 to 1990 12 46,085,780 17.59
---------- -------------- ---------------
Total/Weighted Avg. 96 $261,954,164 100%
========== ============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
STATED
RANGE OF YEARS MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
BUILT RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
prior to 1961 7.95% 111 1.74x 63.85% 56.32%
1961 to 1970 8.35% 111 1.52x 72.54% 63.78%
1971 to 1975 8.57% 100 1.47x 73.01% 65.61%
1976 to 1980 8.11% 102 1.44x 69.96% 62.41%
1981 to 1985 8.54% 112 1.35x 75.23% 67.27%
1986 to 1990 8.50% 108 1.41x 71.59% 64.25%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
CERTAIN MORTGAGE LOANS WITH RELATED BORROWERS
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
NUMBER OF CUT-OFF DATE INITIAL POOL
ENTITY LOANS BALANCE BALANCE
- ------------------- ---------- -------------- ---------------
<S> <C> <C> <C>
Insignia 10 $ 74,122,294 28.30%
Cardinal 48 53,187,215 20.30
Inland 9 34,087,084 13.01
Herscot 3 21,747,124 8.30
---------- -------------- ---------------
Total/Weighted Avg. 70 $183,143,717 69.91%
========== ============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
----------------------------------------------------------------
STATED
MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
ENTITY RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Insignia 7.91% 110 1.45x 69.90% 61.66%
Cardinal 9.00% 119 1.30x 78.00% 69.90%
Inland 7.86% 110 1.62x 71.78% 63.25%
Herscot 8.75% 117 1.55x 75.02% 66.90%
Total/Weighted Avg. 8.32% 113 1.45x 73.21% 64.97%
</TABLE>
S-36
<PAGE>
The following table sets forth a range of Debt Service Coverage Ratios for
the Mortgage Loans as of the Cut-off Date. The "Debt Service Coverage Ratio"
or "DSCR" for any Mortgage Loan is the ratio of (i) Underwritten Net Cash Flow
produced by the related Mortgaged Property to (ii) the aggregate amount of the
Monthly Payments due for the 12-month period immediately following the Cut-off
Date, except with respect to 48 of the Mortgage Loans (representing
approximately 20.30% of the Initial Pool Balance) where Monthly Payments
initially pay interest only, but are assumed to include principal (based upon
a 25-year amortization schedule) and interest payments from origination.
RANGE OF DEBT SERVICE COVERAGE RATIOS AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
RANGE OF NUMBER OF CUT-OFF DATE INITIAL POOL
DSCRS LOANS BALANCE BALANCE
- ------------------- ---------- -------------- ---------------
<S> <C> <C> <C>
1.036x to 1.199x 7 $ 14,112,213 5.39%
1.200x to 1.299x 20 35,100,325 13.40
1.300x to 1.399x 35 53,493,022 20.42
1.400x to 1.499x 19 102,132,849 38.99
1.500x to 1.599x 5 19,600,414 7.48
1.600x to 1.699x 6 25,579,462 9.76
1.700x to 1.980x 4 11,935,881 4.56
---------- -------------- ---------------
Total/Weighted Avg. 96 $261,954,164 100%
========== ============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
STATED
RANGE OF MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
DSCRS RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
1.036x to 1.199x 8.71% 93 1.13x 74.95% 67.39%
1.200x to 1.299x 8.90% 106 1.26x 78.17% 70.95%
1.300x to 1.399x 8.89% 114 1.35x 73.89% 66.07%
1.400x to 1.499x 8.16% 108 1.45x 70.30% 62.46%
1.500x to 1.599x 8.10% 110 1.52x 74.72% 65.47%
1.600x to 1.699x 8.35% 110 1.64x 75.36% 67.19%
1.700x to 1.980x 7.71% 102 1.79x 62.88% 55.95%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
RANGE OF CURRENT OCCUPANCY RATES*
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
RANGE OF NUMBER OF CUT-OFF DATE INITIAL POOL
OCCUPANCY RATES LOANS BALANCE BALANCE
- ------------------- ---------- --------------- ---------------
<S> <C> <C> <C>
77.00% to 86.99% 8 $ 11,801,968 4.51%
87.00% to 88.99% 2 2,629,129 1.00
89.00% to 90.99% 4 9,158,150 3.50
91.00% to 92.99% 7 16,449,538 6.28
93.00% to 94.99% 16 62,814,269 23.98
95.00% to 96.99% 21 56,544,450 21.59
97.00% to 100.00% 38 102,556,661 39.15
---------- --------------- ---------------
Total/Weighted Avg. 96 $ 261,954,164 100%
========== =============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
STATED
RANGE OF MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
OCCUPANCY RATES RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
77.00% to 86.99% 8.63% 102 1.27x 75.43% 67.56%
87.00% to 88.99% 9.00% 119 1.33x 78.58% 70.42%
89.00% to 90.99% 8.90% 115 1.37x 71.80% 64.30%
91.00% to 92.99% 8.22% 112 1.39x 67.37% 59.75%
93.00% to 94.99% 8.18% 106 1.43x 71.67% 63.62%
95.00% to 96.99% 8.36% 108 1.40x 74.78% 66.91%
97.00% to 100.00% 8.58% 108 1.47x 72.97% 65.24%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
* Current occupancy rates have been calculated herein based upon rent rolls
made available to the applicable Mortgage Loan Seller by the related borrowers
as of the dates set forth on Exhibit A hereto.
RANGE OF CUT-OFF DATE BALANCES
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
RANGE OF CUT-OFF NUMBER OF CUT-OFF DATE INITIAL POOL
DATE BALANCES LOANS BALANCE BALANCE
- ------------------------- ---------- --------------- ---------------
<S> <C> <C> <C>
$ 484,500 to $ 1,000,000 27 $ 22,711,507 8.67%
$1,000,001 to $ 2,000,000 27 37,385,982 14.27
$2,000,001 to $ 3,000,000 17 42,906,942 16.38
$3,000,001 to $ 4,000,000 6 22,030,607 8.41
$4,000,001 to $ 5,000,000 4 17,100,148 6.53
$5,000,001 to $ 9,000,000 9 52,502,373 20.04
$9,000,001 to $15,788,514 6 67,316,606 25.70
---------- --------------- ---------------
Total/Weighted Avg. 96 $ 261,954,164 100%
========== =============== ===============
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
------------------------------------------------------------
STATED LTV RATIO
RANGE OF CUT-OFF MORTGAGE REMAINING CUT-OFF DATE AT
DATE BALANCES RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------------- ---------- ----------- ------- -------------- ----------
<S> <C> <C> <C> <C> <C>
$ 484,500 to $ 1,000,000 9.01% 119 1.29x 76.18% 68.27%
$1,000,001 to $ 2,000,000 8.83% 115 1.38x 76.49% 68.55%
$2,000,001 to $ 3,000,000 8.65% 102 1.46x 70.82% 63.28%
$3,000,001 to $ 4,000,000 8.66% 100 1.35x 69.96% 62.70%
$4,000,001 to $ 5,000,000 8.05% 103 1.50x 72.32% 64.77%
$5,000,001 to $ 9,000,000 8.13% 103 1.43x 71.03% 63.55%
$9,000,001 to $15,788,514 8.14% 112 1.49x 73.40% 64.93%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
S-37
<PAGE>
The following two tables set forth the range of LTV Ratios of the Mortgage
Loans as of the Cut-off Date and the maturity dates of the Mortgage Loans. An
"LTV Ratio" for any Mortgage Loan, as of any date of determination, is a
fraction, expressed as a percentage, the numerator of which is the scheduled
principal balance of such Mortgage Loan as of such date (assuming no defaults
or prepayments on such Mortgage Loan), and the denominator of which is the
appraised value of the related Mortgaged Property as determined by an
appraisal thereof obtained in connection with the origination of such Mortgage
Loan. The LTV Ratio as of the Mortgage Loan maturity dates described below was
calculated based on the principal balance of the related Mortgage Loan on the
maturity date, assuming all principal payments required to be made on or prior
to the Mortgage Loan's maturity date (not including the balloon payment) are
made. In addition, because it is based on the value of a Mortgaged Property
determined as of loan origination, the information set forth in the table
below is not necessarily a reliable measure of the related borrower's current
equity in each Mortgaged Property. In a declining real estate market, the fair
market value of a Mortgaged Property could have decreased from the value
determined at origination, and the current actual loan-to-value ratio of a
Mortgage Loan may be higher than its LTV Ratio at origination, even after
taking into account amortization since origination.
RANGE OF LTV RATIOS AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
NUMBER OF CUT-OFF DATE INITIAL POOL
RANGE OF LTV RATIOS LOANS BALANCE BALANCE
- ------------------- ---------- -------------- ---------------
<S> <C> <C> <C>
58.51% to 59.99% 2 $ 5,282,024 2.02%
60.00% to 64.99% 7 27,443,540 10.48
65.00% to 69.99% 13 36,316,633 13.86
70.00% to 73.32% 17 76,599,620 29.24
73.33% to 76.65% 17 46,554,605 17.77
76.66% to 79.99% 24 45,822,669 17.49
80.00% to 85.00% 16 23,935,074 9.14
---------- -------------- ---------------
Total/Weighted Avg. 96 $261,954,164 100%
========== ============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
STATED
MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
RANGE OF LTV RATIOS RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
58.51% to 59.99% 8.37% 115 1.38x 58.69% 49.78%
60.00% to 64.99% 7.99% 107 1.59x 62.86% 55.80%
65.00% to 69.99% 8.34% 103 1.41x 68.08% 60.27%
70.00% to 73.32% 8.32% 108 1.43x 72.21% 64.37%
73.33% to 76.65% 8.48% 99 1.40x 75.08% 67.93%
76.66% to 79.99% 8.64% 116 1.45x 78.22% 69.71%
80.00% to 85.00% 8.98% 119 1.28x 81.82% 73.29%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
RANGE OF LTV RATIOS AS OF MORTGAGE LOAN MATURITY DATES
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
RANGE OF NUMBER OF CUT-OFF DATE INITIAL POOL
MATURITY LTV RATIOS LOANS BALANCE BALANCE
- ------------------- ---------- --------------- ---------------
<S> <C> <C> <C>
48.34% to 49.99% 1 $ 3,000,000 1.15%
50.00% to 54.99% 2 6,302,594 2.41
55.00% to 59.99% 11 40,524,186 15.47
60.00% to 63.32% 11 27,801,941 10.61
63.33% to 66.65% 17 75,419,679 28.79
66.66% to 69.99% 22 50,559,838 19.30
70.00% to 76.17% 32 58,345,927 22.27
---------- --------------- ---------------
Total/Weighted Avg. 96 $ 261,954,164 100%
========== =============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
STATED
RANGE OF MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
MATURITY LTV RATIOS RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
48.34% to 49.99% 8.75% 120 1.39x 58.82% 48.39%
50.00% to 54.99% 7.80% 110 1.65x 60.05% 52.85%
55.00% to 59.99% 8.15% 109 1.52x 64.93% 57.08%
60.00% to 63.32% 8.32% 104 1.42x 69.40% 61.90%
63.33% to 66.65% 8.29% 107 1.41x 72.58% 64.72%
66.66% to 69.99% 8.37% 104 1.45x 75.89% 68.07%
70.00% to 76.17% 8.98% 113 1.35x 79.71% 71.80%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
S-38
<PAGE>
MORTGAGE LOAN BY ORIGINATOR
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
NUMBER OF CUT-OFF DATE OF INITIAL
ORIGINATOR LOANS BALANCE POOL BALANCE
- ------------------- ---------- -------------- ------------
<S> <C> <C> <C>
Chase 27 $101,437,064 38.72%
Secore 14 85,845,237 32.77%
PWREI 48 53,187,215 20.30%
Hanover 7 21,484,648 8.20%
---------- -------------- ------------
Total/Weighted Avg. 96 $261,954,164 100%
========== ============== ============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
----------------------------------------------------------------
STATED
MORTGAGE REMAINING CUT-OFF DATE LTV RATIO AT
ORIGINATOR RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ---------- ----------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Chase 8.57% 112 1.50x 72.86% 64.74%
Secore 7.91% 105 1.46x 69.55% 61.78%
PWREI 9.00% 119 1.30x 78.00% 69.90%
Hanover 8.49% 76 1.28x 72.91% 66.82%
Total/Weighted Avg. 8.43% 108 1.43x 72.83% 64.99%
</TABLE>
The foregoing characteristics, along with certain additional
characteristics of the Mortgage Loans presented on a loan-by-loan basis, are
set forth in Exhibit A to this Prospectus Supplement. Certain additional
information regarding the Mortgage Loans is set forth herein below under
"--Chase's Underwriting Standards" and "--PWRES's Underwriting Standards" and
"--Representations and Warranties; Repurchases" and in the Prospectus under
"Description of the Trust Funds--Mortgage Loans" and "Certain Legal Aspects of
Mortgage Loans."
UNDERWRITTEN NET CASH FLOW
The "Underwritten Net Cash Flow" for a Mortgaged Property is the estimated
annual revenue derived from the use and operation of such Mortgaged Property
less estimated annual expenses, including operating expenses (such as
utilities, administrative expenses, repairs and maintenance, management fees
and advertising), fixed expenses (such as insurance and real estate taxes) and
replacement reserves. In calculating Underwritten Net Cash Flow, certain
non-operating items such as depreciation, amortization, partnership
distributions, financing fees and capital expenditures other than reserves for
replacements, are not included as expenses.
Revenue. In determining potential gross revenue for each Mortgaged
Property, the Mortgage Loan Sellers generally annualized the potential rent as
presented in the latest available rent roll (or, in certain cases, April 1996
rent rolls) or used the potential gross revenue received over a consecutive
12-month period or used historical operating statements for 1995. In
determining other income for each Mortgaged Property, the Mortgage Loan
Sellers generally relied on historical operating statements for 1995 or, if
available and more recent, the other income received over a consecutive
12-month period ("Rolling 12 Months"). Operating statements were generally
certified but unaudited.
Vacancy. In determining the vacancy allowance for each Mortgaged Property,
the Mortgage Loan Sellers generally used the greatest of (i) the actual
vacancy rate, (ii) the vacancy rate in the related sub-market, and (iii) a 5%
vacancy rate. With respect to certain Mortgage Loans, the Mortgage Loan
Sellers used the greater of (i) the Rolling 12 Months vacancy rate (or in
certain cases, the actual 1995 vacancy rate), and (ii) a 5% vacancy rate.
Expenses. In determining expenses for each Mortgaged Property, the Mortgage
Loan Sellers relied on either historical operating statements for calendar
1995 or the Rolling 12 Months. In all cases where historical operating
statements did not, in the opinion of the underwriter, reflect the true
stabilized level of an expense, other data such as prior year expense levels
or comparable property expenses were considered. Property management fees were
generally assumed to be as follows: (i) with respect to Mortgage Loans sold to
the Depositor by Chase, the greater of (a) market rates or (b) 4% of effective
gross revenue, (ii) with respect to 58 Mortgage Loans sold by PWRES to the
Depositor (representing approximately 48.60% of the Initial Pool Balance), 5%
of effective gross revenue, and (iii) with respect to 4 Mortgage Loans sold by
PWRES to the Depositor (representing approximately 4.48% of the Initial Pool
Balance), 4% of effective gross revenue. As used herein, "effective gross
revenue" means underwritten rental and other income with respect to the
related Mortgaged Property.
Replacement Reserves. Replacement reserves were calculated in accordance
with the expected useful life of the components of the related Mortgaged
Property during the term of the Mortgage Loan. The useful life and cost of
replacements were based upon estimates provided by licensed engineers
S-39
<PAGE>
pursuant to building condition reports completed for each Mortgaged Property,
subject to certain minimum underwritten replacement reserves which are
described under the heading "Escrow Requirements" set forth under "--Chase's
Underwriting Standards" and "--PWRES's Underwriting Standards" below.
ASSESSMENTS OF PROPERTY CONDITION
Property Inspection. All of the Mortgaged Properties were inspected during
the underwriting process by the applicable Mortgage Loan Seller's professional
staff or an agent of the related Mortgage Loan Seller, to assess the Mortgaged
Property's general condition. No inspection revealed any patent structural
deficiency or any deferred maintenance considered material and adverse to the
interest of the holders of the Offered Certificates or for which adequate
reserves have not been established.
Appraisals. All of the Mortgaged Properties were appraised in connection
with the origination of the related Mortgage Loans. Each such appraisal was
prepared by an appraiser belonging to the Appraisal Institute and in
compliance with the Code of Professional Ethics and Standards of Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice as adopted by the Appraisal Standards Board of the
Appraisal Foundation and accepted and incorporated into the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA").
The purpose of each appraisal was to provide an opinion as to the fair
market value of the related Mortgaged Property. There can be no assurance that
another appraiser would have arrived at the same opinion of fair market value.
Environmental Reports. A "Phase I" environmental site assessment was
performed with respect to each Mortgaged Property. See "--Representations and
Warranties; Repurchases" below.
Building Condition Reports. In connection with the origination of each
Mortgage Loan, a licensed engineer or consultant inspected each related
Mortgaged Property to assess the condition of the structure, exterior walls,
roofing, interior structure and mechanical and electrical systems. The
resulting reports indicated deferred maintenance items on certain Mortgaged
Properties and recommended certain capital improvements for which escrows were
generally established at origination. In addition, the building condition
reports provided a projection of necessary replacements and repair of
structural and mechanical systems over the life of the related Mortgage Loans.
THE MORTGAGE LOAN SELLERS
The Mortgage Loan Sellers are The Chase Manhattan Bank and Paine Webber
Real Estate Securities Inc. Chase is the parent corporation of the Depositor
and an affiliate of Chase Securities Inc., a co-lead managing Underwriter. See
"The Depositor" in the Prospectus. PWRES is a wholly-owned subsidiary of Paine
Webber Group Inc. and an affiliate of PaineWebber Incorporated, a co-lead
managing Underwriter.
The information set forth herein concerning each Mortgage Loan Seller and
their underwriting standards has been provided by such Mortgage Loan Seller,
and neither the Depositor nor the Underwriters make any representation or
warranty as to the accuracy or completeness of such information.
All of the Mortgage Loans were originated or acquired by the Mortgage Loan
Sellers, generally in accordance with the underwriting criteria described
below.
CHASE'S UNDERWRITING STANDARDS
General. Chase has established a commercial mortgage banking group which
has the authority to originate and purchase fixed-rate, first lien mortgage
loans for securitization. The Chase commercial mortgage banking operation is a
vertically integrated entity, staffed by real estate professionals, many of
which have completed the credit training programs of Chase or its
predecessors. The loan underwriting group is an integral component of the
commercial mortgage banking group which also includes distinct groups
responsible for loan origination, closing and servicing mortgage loans.
S-40
<PAGE>
Of the 34 Mortgage Loans sold to the Depositor by Chase, all of such
Mortgage Loans, with the exception of 7 Mortgage Loans with an aggregate
Cut-off Date Balance of approximately $21,484,648 (representing approximately
8.20% of the Initial Pool Balance), were originated by Chase, generally in
accordance with the underwriting criteria described herein. The remaining 7
Mortgage Loans were purchased by Chase from the originator of such Mortgage
Loan, Hanover Capital Mortgage Corporation, which is not affiliated with
Chase. Prior to its acquisition of such Mortgage Loans, Chase's underwriting
standards required that a Chase staff member perform a site visit and a
revised underwriting of the Mortgage Loan to determine that it meets Chase's
underwriting and program standards.
Upon receipt of a loan package, Chase's loan underwriters commence an
extensive review of the borrower's financial condition and creditworthiness
and the real estate which will secure the loan.
Loan Analysis. Generally, Chase performs both a credit analysis and
collateral analysis with respect to a loan applicant. The credit analysis of
the borrower performed by Chase includes a review of historical financial
statements, including operating statements and rent rolls (generally
unaudited), historical tax returns, third party credit reports and, if
applicable, the loan payment history of the borrower. Chase also performs a
qualitative analysis which incorporates independent credit checks, periodical
searches, industry research and published debt and equity information with
respect to certain principals of the borrower as well as the borrower itself.
Generally, borrowers are required to be single-purpose entities. The
collateral analysis includes an analysis of the historical property operating
statements, rent rolls and a projection of future performance. The loan
underwriter also conducts a site inspection to confirm the occupancy rate of
the mortgaged property, analyzes the market and assesses the utility of the
mortgaged property within the market. Chase requires third party appraisals,
as well as environmental and building condition reports. Each report is
reviewed for acceptability by a staff member of Chase's Technical Services
Unit for compliance with program standards and such staff member approves or
rejects such report. The results of these reviews are incorporated into the
underwriting report.
Loan Approval. Prior to commitment, all mortgage loans must be approved by
Chase's credit committee in accordance with its credit policies. The credit
committee may approve a mortgage loan as recommended, modify the loan terms or
decline a loan transaction. All mortgage loans purchased by Chase from
non-affiliated originators must be reviewed by the underwriting staff and
credit committee to determine if they comply with Chase's underwriting
standards.
Debt Service Coverage Ratio and LTV Ratio. Chase's multifamily and mobile
home community underwriting guidelines generally require a minimum debt
service coverage ratio of 1.20x, a maximum loan-to-value ratio of 80%, and a
maximum amortization period of 30 years. However, notwithstanding the
foregoing, in certain circumstances the actual debt service coverage ratios,
loan-to-value ratios and amortization periods for the mortgage loans
originated or acquired by Chase may vary from these guidelines. See
"Description of the Mortgage Pool" and "Exhibit A" herein.
Escrow Requirements. Chase requires substantially all borrowers to fund
various escrows for taxes and insurance, capital expenses and replacement
reserves. Generally, the required escrows for mortgage loans originated by
Chase are as follows:
o TAXES -Typically an initial deposit and monthly escrow deposits equal
to 1/12th of the annual property taxes (based on the most recent property
assessment and the current millage rate) are required.
o INSURANCE -If the property is insured under an individual policy (i.e.
the property is not covered by a blanket policy), typically an initial
deposit and monthly escrow deposits equal to 1/12th of the annual property
insurance premium are required. If the property is covered by a blanket
policy of insurance, Chase reserves the right in the mortgage to require a
separate insurance policy and insurance escrows.
o REPLACEMENT RESERVES -Replacement reserves are calculated in accordance
with the expected useful life of the components of the property during the
term of the mortgage loan. The underwritten replacement reserve is
generally the greater of (i) the actual amount recommended in the related
building condition report or (ii) $150 per unit.
S-41
<PAGE>
o COMPLETION REPAIR/ENVIRONMENTAL REMEDIATION -Typically, a completion
repair reserve is required. An initial deposit, upon funding of the
mortgage loan, in an amount equal to at least 125% of the estimated costs
of repairs or replacements to be completed within the first year of the
mortgage loan pursuant to the building condition report is required.
PWRES'S UNDERWRITING STANDARDS
General. 48 Mortgage Loans sold to the Depositor by PWRES, representing
approximately 20.30% of the Initial Pool Balance, were originated by PW Real
Estate Investments Inc. ("PWREI"), while 14 Mortgage Loans sold to the
Depositor by PWRES, representing approximately 32.77% of the Initial Pool
Balance, were originated by Secore Financial Corporation, which is not
affiliated with PWRES. All of the Mortgage Loans sold to the Depositor by
PWRES were originated by PWREI or Secore Financial Corporation generally using
PWRES's underwriting standards and for immediate sale to PWRES.
PWRES's underwriting guidelines were utilized in connection with the
origination or acquisition, as the case may be, of each of the Mortgage Loans
sold by PWRES to the Depositor. PWRES's underwriting process for multifamily
mortgage loans incorporates credit analysis of the borrower, analysis of the
property and economic analysis including a combination of loan-to-value ratio
and debt service coverage ratio analyses based upon third party experts and
PWRES's calculation of Adjusted Net Operating Income (as defined below).
Borrower Analysis. In underwriting each mortgage loan sold by it to the
Depositor, PWRES examined income statements provided by the related borrower.
In addition, the operating history of the property, industry data regarding
the local real estate market and the appraiser's analysis were reviewed and,
if conditions warranted, net operating income with respect to the related
Mortgaged Property was adjusted downward (as adjusted, the "Adjusted Net
Operating Income") for purposes of determining whether the Mortgaged Property
satisfied the debt service coverage ratio required by PWRES. In accordance
with the underwriting guidelines, net operating income of any related
Mortgaged Property may have been adjusted downward by the related originator
to determine Adjusted Net Operating Income for such Mortgaged Property by,
among other things, (i) assuming that the occupancy rate for such Mortgaged
Property is equal to the lesser of the actual occupancy rate for such
Mortgaged Property and the occupancy rate of comparable properties in the
local market, but in either case the occupancy rate does not exceed 95%, (ii)
subtracting from net operating income a capital reserve equal to the greater
of $250 per unit or the per unit reserve recommended in the building condition
report prepared by a third party, (iii) assuming that the management fee
payable with respect to the Mortgaged Property was equal to the greater of the
actual management fee or 4.0% of the effective gross revenue of the Mortgaged
Property and (iv) assuming that operating expenses with respect to the
Mortgaged Property were equal to the greater of the actual operating expenses
disclosed and expense levels for the comparable properties.
Property Analysis. Each Mortgaged Property relating to a Mortgage Loan sold
by PWRES to the Depositor was inspected to determine whether it was in
acceptable physical condition. The inspection included a review of ongoing
maintenance programs, common area upkeep, laundry facility condition,
mechanical systems and ground maintenance. In addition, an engineering study
and an environmental review were prepared by qualified consultants. With
respect to environmental matters, a Phase I environmental assessment (and
where appropriate, a Phase II environmental assessment) was conducted for each
Mortgaged Property. Also, a credit review was performed for all prospective
borrowers and borrower general partners. In connection with such review, the
current financial statements were obtained and historical database/periodical
searches were conducted.
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Loan-to-Value and Debt Service Coverage Ratio Analysis. The financial
underwriting parameters for the Mortgage Loans sold by PWRES to the Depositor
were generally as follows:
<TABLE>
<CAPTION>
MORTGAGE LOANS (PRINCIPAL) LTV RATIO(1) DSCR(1)
- ---------------------------- -------------- -----------------------------------------------
<S> <C> <C>
Insignia .................... 75% 1.40x in aggregate for all Insignia Mortgage
Loans which are in the Mortgage Pool;
1.30x for each such Insignia Mortgage Loan
Cardinal .................... 80% 1.20x
Other Mortgage Loans ........ 75% 1.25x
</TABLE>
- ------------
(1) The "LTV Ratios" and "DSCRs" presented are those calculated during PWRES's
underwriting process and therefore may vary from other DSCRs or LTV Ratios
presented elsewhere in this Prospectus Supplement.
Escrow Requirements. For substantially all Mortgage Loans sold by PWRES to
the Depositor, the related borrowers were required to fund various escrows for
taxes, insurance, capital reserves and replacement reserves. Generally, the
required escrows for Mortgage Loans sold by PWRES to the Depositor were as
follows:
o TAXES -Typically an initial deposit and monthly escrow deposits equal
to 1/12th of the annual amounts due are required.
o INSURANCE -Typically an initial deposit and monthly escrow deposits
equal to 1/12th of the annual amounts due are required.
o CAPITAL RESERVES -Capital reserves are typically based on the third
party reports. Capital reserves are generally deposited upon the funding
of the mortgage loan in an amount equal to at least 125% of the estimated
costs of identified required repairs or replacements.
o REPLACEMENT RESERVES -Replacement reserve accounts, which are generally
required, are established at the amounts determined by the engineer based
upon an on-site analysis, but at no less than $250 per unit. The
replacement reserve escrow agreement generally required an initial deposit
and monthly deposits equal to 1/12th of the annual amount.
PROPERTY MANAGEMENT
The successful operation of each Mortgaged Property is dependent upon,
among other things, the performance of management responsibilities on behalf
of the related borrower. There are 4 management companies that manage a
significant portion of the Mortgaged Properties. Insignia Management, L.P., an
affiliate of Insignia, is the property manager with respect to the Mortgaged
Properties relating to 10 Mortgage Loans (representing approximately 28.30% of
the Initial Pool Balance), Lexford Properties Inc. ("Lexford"), a wholly-owned
subsidiary of Cardinal, is the property manager with respect to the Mortgaged
Properties relating to 48 Mortgage Loans (representing approximately 20.30% of
the Initial Pool Balance), Mid-America Management Corp. ("Mid-America"), an
indirect wholly-owned subsidiary of The Inland Group, Inc., is the property
manager with respect to Mortgaged Properties relating to 9 Mortgage Loans
(representing approximately 13.01% of the Initial Pool Balance) and Princeton
Properties Management, Inc. ("Princeton Properties") is the property manager
with respect to 3 Mortgage Loans (representing approximately 8.30% of the
Initial Pool Balance).
Insignia Management, L.P., is the largest operating division of Insignia.
As of January 1, 1996, Insignia managed more than 272,000 multifamily units,
and was the largest multifamily property manager in the United States
according to the National Multi Housing Council. Insignia is subject to the
information requirements of the Exchange Act and is required to file reports
and other information with the Commission.
Lexford manages approximately 609 multifamily properties comprising more
than 55,000 units in 22 states. Lexford is a wholly owned subsidiary of
Cardinal. According to the National Multi Housing
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Council, as of January 1, 1996, Cardinal was the 13th largest manager of U.S.
multifamily properties. Cardinal was formed as a direct result of the
reorganization of Cardinal Industries, Inc., which entered into bankruptcy
proceedings in May 1989. Pursuant to the reorganization plan, confirmed by the
court on September 11, 1992, Cardinal Industries, Inc. reorganized as a
publicly-held corporation and changed its focus from a manufacturing and real
estate development organization to a fee-based property management and
investment services company, now known as Cardinal. In connection with the
reorganization of the company, a new president, chief executive officer and
chief financial officer, as well as other officers were appointed. Cardinal is
subject to the information requirements of the Exchange Act and is required to
file reports and other information with the Commission.
Mid-America manages approximately 14,000 apartment units located primarily
in the Chicago Metropolitan area. Mid-America is an indirect wholly-owned
subsidiary of The Inland Group, Inc.
Princeton Properties manages approximately 4,000 apartment units in
Massachusetts, Maine and New Hampshire. James Herscot is chairman of Princeton
Properties, which he founded in 1973.
The information set forth above concerning Insignia, Cardinal and Lexford
has been provided by PWRES and the information set forth above concerning
Mid-America and Princeton Properties has been provided by Chase. Neither the
Depositor nor the Underwriters make any representation as to the accuracy or
completeness of such information.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
In each Purchase Agreement, the applicable Mortgage Loan Seller will
represent and warrant with respect to each Mortgage Loan sold by such Mortgage
Loan Seller, as of the Closing Date, or as of such other date specifically
provided in the representation and warranty, among other things, that:
(i) immediately prior to the sale, transfer and assignment to the
Depositor, the Mortgage Loan Seller had good title to, and was the sole owner
of, each Mortgage Loan;
(ii) the Mortgage Loan Seller is transferring such Mortgage Loan free and
clear of any and all liens, pledges, charges or security interests of any
nature encumbering such Mortgage Loan;
(iii) each related Mortgage Note, Mortgage, assignment of leases (if any)
and other agreement executed in connection with such Mortgage Loan are legal,
valid and binding obligations of the related borrower, enforceable in
accordance with their terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights generally, or by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law);
(iv) each related assignment of leases creates a valid, collateral or first
priority assignment of, or a valid first priority security interest in,
certain rights under the related lease, subject only to a license granted to
the related borrower to exercise certain rights and to perform certain
obligations of the lessor under such leases, including the right to operate
the related Mortgaged Property;
(v) each related assignment of Mortgage from the Mortgage Loan Seller to
the Trustee and any related reassignment of assignment of leases, if any, or
assignment of any other agreement executed in connection with such Mortgage
Loan, from the Mortgage Loan Seller to the Trustee constitutes the legal,
valid and binding assignment from the Mortgage Loan Seller to the Trustee
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, liquidation, receivership, moratorium or other laws relating
to or affecting creditors' rights generally or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or law);
(vi) since origination, such Mortgage Loan has not been modified, altered,
satisfied, canceled, subordinated or rescinded, and no material portion of the
related Mortgaged Property has been released from the lien of the related
Mortgage, in each case, in any manner which materially and adversely affects
the value of the Mortgage Loan or materially interferes with the security
intended to be provided by such Mortgage;
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(vii) each related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property (subject to the matters discussed in clause (viii)
below), and such Mortgaged Property is free and clear of any mechanics' and
materialmen's liens which are prior to or equal with the lien of the related
Mortgage, except those which are insured against by a lender's title insurance
policy (as described in clause (viii) below);
(viii) the lien of each related Mortgage as a first priority lien in the
original principal amount of such Mortgage Loan (as set forth on the Mortgage
Loan Schedule) after all advances of principal is insured by an ALTA lender's
title insurance policy (or a binding commitment therefor), or its equivalent
as adopted in the applicable jurisdiction, insuring the Mortgage Loan Seller,
its successors and assigns, subject only to (a) the lien of current real
property taxes, ground rents, water charges, sewer rents and assessments not
yet due and payable, (b) covenants, conditions and restrictions, rights of
way, easements and other matters of public record, none of which, individually
or in the aggregate, materially interferes with the current use of the
Mortgaged Property or the security intended to be provided by such Mortgage or
with the borrower's ability to pay its obligations when they become due or
materially and adversely affects the value of the Mortgaged Property and (c)
the exceptions (general and specific) set forth in such policy, none of which,
individually or in the aggregate, materially interferes with the security
intended to be provided by such Mortgage or with the borrower's ability to pay
its obligations when they become due or materially and adversely affects the
value of the Mortgaged Property; the Mortgage Loan Seller or its successors or
assigns is the sole named insured of such policy; such policy is assignable to
the Depositor without the consent of or any notification to the insurer, and
is in full force and effect upon the consummation of the transactions
contemplated by the related Purchase Agreement; no claims have been made under
such policy and the Mortgage Loan Seller has not done anything, by act or
omission, and the Mortgage Loan Seller has no knowledge of any matter, which
would impair or diminish the coverage of such policy;
(ix) the proceeds of such Mortgage Loan have been fully disbursed and there
is no requirement for future advances thereunder, and the Mortgage Loan Seller
covenants that it will not make any future advances under the Mortgage Loan to
the related borrower;
(x) to the Mortgage Loan Seller's knowledge, after conducting customary and
prudent due diligence consistent with the practice of institutional lenders
generally for properties of the same type as the Mortgaged Property, each
related Mortgaged Property is free and clear of any material damage that would
affect materially and adversely the value of such Mortgaged Property as
security for the Mortgage Loan and there is no proceeding pending for the
total or partial condemnation of such Mortgaged Property;
(xi) as of the date of origination of such Mortgage Loan, and, to the
Mortgage Loan Seller's knowledge, as of the Cut-off Date, each of the related
borrowers was in possession of all material licenses, permits and other
authorizations necessary and required by all applicable laws for the conduct
of its business and all such licenses, permits and authorizations were valid
and in full force and effect;
(xii) the Mortgage Loan Seller has inspected or caused to be inspected each
related Mortgaged Property within the past twelve months;
(xiii) such Mortgage Loan does not have a shared appreciation feature,
other contingent interest feature or negative amortization feature;
(xiv) such Mortgage Loan is a whole loan and contains no equity
participation by the lender;
(xv) the Mortgage Rate (exclusive of any default interest, late charges or
prepayment premiums) of such Mortgage Loan complied as of the date of
origination with, or is exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury; any and all other
requirements of any federal, state or local laws, including, without
limitation, truth-in-lending, real estate settlement procedures, equal credit
opportunity or disclosure laws, applicable to such Mortgage Loan have been
complied with as of the date of origination of such Mortgage Loan;
(xvi) all taxes and governmental assessments that prior to the Closing Date
became due and owing in respect of each related Mortgaged Property have been
paid, or an escrow of funds in an amount sufficient to cover such payments has
been established;
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(xvii) all escrow deposits and payments required pursuant to the Mortgage
Loan are in the possession, or under the control, of the Mortgage Loan Seller
or its agent and there are no deficiencies in connection therewith and all
such escrows and deposits have been conveyed by the Mortgage Loan Seller to
the Depositor and identified as such with appropriate detail;
(xviii) each related Mortgaged Property is insured by a fire and extended
perils insurance policy, issued by an insurer meeting the requirements of the
Pooling and Servicing Agreement, in an amount not less than the replacement
cost and the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; each related Mortgaged
Property is also covered by business interruption insurance (or rent loss
insurance) and comprehensive general liability insurance in amounts generally
required by institutional lenders for similar properties; all premiums on such
insurance policies required to be paid as of the date hereof have been paid;
such insurance policies require prior notice to the insured of termination or
cancellation, and no such notice has been received; each related Mortgage
obligates the related borrower to maintain all such insurance and, at such
borrower's failure to do so, authorizes the mortgagee to maintain such
insurance at the borrower's cost and expense and to seek reimbursement
therefor from such borrower;
(xix) there is no material default, breach, violation or event of
acceleration existing under the related Mortgage or the related Mortgage Note,
and to the Mortgage Loan Seller's knowledge, no event (other than payments due
but not yet delinquent) which, with the passage of time or with notice and the
expiration of any grace or cure period, would and does constitute a default,
breach, violation or event of acceleration. Notwithstanding the foregoing, the
Mortgage Loan Seller makes no representation or warranty with respect to any
default, breach, violation or event of acceleration (a) that may have occurred
as a result of any failure of the related mortgagor to comply with any "due on
sale" provision contained in the related Mortgage Note or Mortgage or (b) that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Mortgage Loan Seller;
(xx) no monthly payment on such Mortgage Loan has been more than 30 days
delinquent from the later of the date of origination of such Mortgage Loan or,
if applicable, the date of acquisition by the Mortgage Loan Seller of such
Mortgage Loan, through the Cut-off Date;
(xxi) each related Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for
the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial or, if applicable, non-judicial
foreclosure, subject to the effects of bankruptcy or similar law affecting the
right of creditors and the application of principles of equity, and there is
no exemption available to the borrower which would interfere with such right
to foreclose;
(xxii) a Phase I environmental report (or, with respect to 3 Mortgage Loans
(representing approximately 3.75% of the Initial Pool Balance), an update to
an existing Phase I environmental report) was conducted by a reputable
environmental consultant within 12 months of the origination of such Mortgage
Loan, which report (or update) did not indicate any material existence of any
dangerous, toxic or hazardous pollutants, chemicals, wastes or substances
("Hazardous Materials"), except for those conditions that were remediated
prior to the Cut-off Date. To the best of the Mortgage Loan Seller's
knowledge, each related Mortgaged Property is in material compliance with all
applicable federal, state and local laws pertaining to environmental hazards,
and no notice of violation of such laws has been issued by any governmental
agency or authority. In each Mortgage, the related borrower represented and
warranted that it will not use or cause or permit to exist on the related
Mortgaged Property any hazardous materials in any manner that violates
federal, state or local laws, ordinances, regulations, orders or directives
relating to hazardous materials. In each Mortgage (except with respect to 4
Mortgage Loans (representing approximately 5.59% of the Initial Pool Balance)
which were originated using a FNMA/ FHLMC uniform multifamily mortgage) the
borrower represented and warranted that no hazardous materials exist on the
related Mortgaged Property in any manner that violates federal, state or local
laws, ordinances, regulations, orders or directives relating to hazardous
materials. In certain instances this representation is limited to the best of
borrower's knowledge;
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(xxiii) each related Mortgage or loan agreement contains provisions for
the acceleration of the payment of the unpaid principal balance of such
Mortgage Loan if, without complying with the requirements of the Mortgage or
loan agreement, the related Mortgaged Property, or any controlling interest
therein, is directly or indirectly transferred or sold, or encumbered in
connection with subordinate financing (other than any existing Affiliate Debt)
and each related Mortgage prohibits the pledge or encumbrance of the Mortgaged
Property without the consent of the holder of the Mortgage Loan;
(xxiv) the Mortgage Loan is directly secured by a Mortgage on a multifamily
residential or mobile home community property, and either (1) substantially
all of the proceeds of the Mortgage Loan were used to acquire, improve or
protect an interest in such real property which, as of the origination date,
was the sole security for such Mortgage Loan (unless the Mortgage Loan has
been modified in a manner that constituted a deemed exchange under Section
1001 of the Code at a time when the Mortgage Loan was not in default or
default with respect thereto was not reasonably foreseeable) or (2) the fair
market value of such real property was at least equal to 80% of the principal
amount of the Mortgage Loan (a) at origination (or if the Mortgage Loan has
been modified in a manner that constituted a deemed exchange under Section
1001 of the Code at a time when the Mortgage Loan was not in default or
default with respect thereto was not reasonably foreseeable, the date of the
last such modification) or (b) at the Closing Date; provided that the fair
market value of the real property interest must first be reduced by (A) the
amount of any lien on the real property interest that is senior to the
Mortgage Loan (unless such senior lien also secures a Mortgage Loan, in which
event the computation described in clauses (a) and (b) shall be made on an
aggregate basis) and (B) a proportionate amount of any lien that is in parity
with the Mortgage Loan (unless such other lien secures a Mortgage Loan that is
cross-collateralized with such Mortgage Loan, in which event the computation
described in clauses (a) and (b) shall be made on an aggregate basis);
(xxv) except with respect to 1 Mortgage Loan (representing approximately
3.79% of the Initial Pool Balance), as of the date of origination of such
Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, as of the Cut-off
Date, (a) each Mortgaged Property was in material compliance with all
applicable laws, zoning ordinances (including legal non-conforming uses),
rules, covenants and restrictions affecting the construction, occupancy, use
and operation of such Mortgaged Property, and (b) all material inspections,
licenses and certificates, including certificates of occupancy, required by
law, ordinance, regulation or insurance standards to be made or issued with
regard to the Mortgaged Property, were issued or made and were in full force
and effect, or, in the case of certificates of occupancy, an opinion of
counsel or architect, or a letter from the appropriate municipal authority was
delivered which provides that (A) all certificates of occupancy have been
issued, or (B) no certificates of occupancy are required, or (C) there are no
violations of existing building codes; and
(xxvi) the Mortgage Loan file contains an appraisal of the related
Mortgaged Property which appraisal is signed by a qualified appraiser, who, to
the Mortgage Loan Seller's knowledge, had no interest, direct or indirect, in
the Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, the appraisal and appraiser both satisfy the requirements of Title XI of
FIRREA and the regulations promulgated thereunder, all as in effect on the
date the Mortgage Loan was originated.
If a Mortgage Loan Seller has been notified of a material breach of any of
the foregoing representations and warranties and if such Mortgage Loan Seller
cannot cure such breach within a period of 90 days following the earlier of
its receipt of such notice or its discovery of the breach, then such Mortgage
Loan Seller will be obligated pursuant to the related Purchase Agreement (the
relevant rights under which will be assigned, together with its interests in
the Mortgage Loans, by the Depositor to the Trustee) to repurchase the
affected Mortgage Loan within such 90-day period at a price (the "Purchase
Price") equal to the sum of (i) the outstanding principal balance of such
Mortgage Loan as of the date of purchase, (ii) all accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Rate, in effect from time to
time, to but not including the Due Date in the Due Period of purchase, (iii)
all related unreimbursed Servicing Advances plus accrued and unpaid interest
on related Advances at the Reimbursement Rate, and unpaid Special Servicing
Fees allocable to such Mortgage Loan and (iv) all
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reasonable out-of-pocket expenses reasonably incurred or to be incurred by the
Special Servicer, the Depositor and the Trustee in respect of the breach
giving rise to the repurchase obligation, including any expenses arising out
of the enforcement of the repurchase obligation.
The foregoing repurchase obligation will constitute the sole remedy
available to the Certificateholders and the Trustee for any breach of any
Mortgage Loan Seller's representations and warranties regarding the Mortgage
Loans. Each Mortgage Loan Seller will be the sole Warranting Party in respect
of the Mortgage Loans sold by such Mortgage Loan Seller to the Depositor, and
none of the Depositor, the Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Underwriters or any of their affiliates (other than any
Mortgage Loan Seller) will be obligated to repurchase any affected Mortgage
Loan in connection with a breach of the Mortgage Loan Seller's representations
and warranties if a Mortgage Loan Seller defaults on its obligation to do so.
However, the Depositor will not include any Mortgage Loan in the Mortgage Pool
if anything has come to the Depositor's attention prior to the Closing Date
that causes it to believe that the representations and warranties made by a
Mortgage Loan Seller regarding such Mortgage Loan will not be correct in all
material respects when made. See "Description of the Pooling
Agreements--Representations and Warranties; Repurchases" in the Prospectus.
MORTGAGED PROPERTY ACCOUNTS
Lock Box Accounts. With respect to 48 Mortgage Loans (those whose borrower
affiliation is designated "Cardinal" on Exhibit A hereto) representing
approximately 20.30% of the Initial Pool Balance (the "Lock Box Mortgage
Loans"), one or more accounts (collectively, the "Lock Box Accounts") have
been established in the name of the lender into which the related property
manager directly deposits rents or other revenues from the Mortgaged Property.
The agreements which govern the Lock Box Accounts provide that the borrower
has no withdrawal or transfer rights with respect thereto and that all funds
on deposit in the Lock Box Accounts are periodically swept into the Cash
Collateral Accounts. The Lock Box Accounts will not be assets of either REMIC.
Cash Collateral Accounts. With respect to each Lock Box Mortgage Loan, one
or more accounts in the name of the Servicer (the "Cash Collateral Accounts")
have been established into which funds in the related Lock Box Accounts will
be swept on a regular basis. Each Cash Collateral Account will have
sub-accounts (the "Reserve Accounts") relating to taxes, insurance,
replacement reserves and similar items. Any excess over the amount necessary
to fund the Monthly Payment with respect to a Lock Box Mortgage Loan, the
Reserve Accounts and any other amounts due under such Lock Box Mortgage Loan,
will be returned to the related borrower, provided that no event of default
has occurred and is continuing with respect to such Lock Box Mortgage Loan.
The Cash Collateral Accounts will not be assets of either REMIC.
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will represent in the aggregate the entire beneficial ownership
interest in the Trust Fund consisting of: (i) the Mortgage Loans and all
payments under and proceeds of the Mortgage Loans received after the Cut-off
Date (exclusive of payments of principal and interest due on or before the
Cut-off Date); (ii) any REO Property; (iii) such funds or assets as from time
to time are deposited in the Certificate Account, the Distribution Accounts
and the REO Account, if established; (iv) the rights of the mortgagee under
all insurance policies with respect to the Mortgage Loans; and (v) certain
rights of the Depositor under the Purchase Agreements relating to Mortgage
Loan document delivery requirements and the representations and warranties of
the Mortgage Loan Sellers regarding the Mortgage Loans.
The Depositor's Commercial Mortgage Pass-Through Certificates, Series
1996-2 (the "Certificates") will consist of the following twelve classes
(each, a "Class"): the Class A-1 and Class A-2 Certificates (collectively, the
"Class A Certificates"), the Class X, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, and Class R and Class LR Certificates. The Class A
Certificates and the Class X Certificates
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are referred to collectively herein as the "Senior Certificates." The Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificates are
referred to collectively herein as the "Subordinate Certificates." The Class
B, Class C, Class D and Class E Certificates are referred to collectively
herein as the "Subordinate Offered Certificates." The Class R and Class LR
Certificates are referred to collectively herein as the "Residual
Certificates."
Only the Class A, Class X, Class B, Class C, Class D and Class E
Certificates are offered hereby (collectively, the "Offered Certificates").
The Class F, Class G, Class H, and Class R and Class LR Certificates
(collectively, the "Non-Offered Certificates") have not been registered under
the Securities Act of 1933 and are not offered hereby.
The "Certificate Balance" of any Class of Certificates (other than the
Class X and Residual Certificates) outstanding at any time represents the
maximum amount which the holders thereof are entitled to receive as
distributions allocable to principal from the cash flow on the Mortgage Loans
and the other assets in the Trust Fund. On each Distribution Date, the
Certificate Balance of each Class of Certificates will be reduced by any
distributions of principal actually made on, and any Collateral Support
Deficit actually allocated to, such Class of Certificates on such Distribution
Date. The initial Certificate Balance of each Class of Offered Certificates
(other than the Class X Certificates) is expected to be the balance set forth
on the cover of this Prospectus Supplement. The Class X Certificates will not
have a Certificate Balance or entitle their holders to distributions of
principal.
The Offered Certificates will be maintained and transferred on the
book-entry records of DTC and its Participants and issued in denominations of
$25,000 initial Certificate Balance, or in the case of the Class X
Certificates, $1,000,000 initial Notional Amount, and integral multiples of
$1,000 in excess thereof. The "Percentage Interest" evidenced by any
Certificate (other than the Residual Certificates) is equal to the initial
denomination thereof as of the Closing Date, divided by the initial
Certificate Balance or Notional Amount of the Class to which it belongs.
The Offered Certificates will initially be represented by one or more
global Certificates registered in the name of the nominee of DTC. The
Depositor has been informed by DTC that DTC's nominee will be Cede & Co. No
Certificate Owner will be entitled to receive a Definitive Certificate
representing its interest in such Class, except as set forth below under
"--Book-Entry Registration and Definitive Certificates." Unless and until
Definitive Certificates are issued, all references to actions by holders of
the Offered Certificates will refer to actions taken by DTC upon instructions
received from Certificate Owners through its Participants, and all references
herein to payments, notices, reports and statements to holders of the Offered
Certificates will refer to payments, notices, reports and statements to DTC or
Cede & Co., as the registered holder of the Offered Certificates, for
distribution to Certificate Owners through its Participants in accordance with
DTC procedures. See "Description of the Certificates--Book-Entry Registration
and Definitive Certificates" in the Prospectus.
Until Definitive Certificates are issued, interests in any Class of Offered
Certificates will be transferred on the book-entry records of DTC and its
Participants.
PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT
The Chase Manhattan Bank, 450 West 33rd Street, Structured Finance Services
(MBS), 15th Floor, New York, New York 10001 will be appointed by the Trustee
as paying agent (in such capacity, the "Paying Agent"). In addition, The Chase
Manhattan Bank will initially serve as registrar (in such capacity, the
"Certificate Registrar") for purposes of recording and otherwise providing for
the registration of the Offered Certificates and of transfers and exchanges of
the Definitive Certificates, if issued, and as authenticating agent of the
Certificates (in such capacity, the "Authenticating Agent"). Pursuant to the
Pooling and Servicing Agreement, in the event Chase resigns or is removed as
Servicer, The Chase Manhattan Bank will have the right to resign, and in
certain circumstances will be removed, as Paying Agent, Certificate Registrar
and/or Authenticating Agent.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
General. Certificate Owners that are not Direct or Indirect Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, the Offered Certificates may do so only through
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Direct and Indirect Participants. In addition, Certificate Owners will receive
all distributions of principal of and interest on the Offered Certificates
from the Paying Agent through DTC and its Direct and Indirect Participants.
Accordingly, Certificate Owners may experience delays in their receipt of
payments. Unless and until Definitive Certificates are issued, it is
anticipated that the only registered Certificateholder of the Offered
Certificates will be Cede & Co., as nominee of DTC. Except as otherwise
provided under "--Reports to Certificateholders; Certain Available
Information" below, Certificate Owners will not be recognized by the Paying
Agent, the Certificate Registrar, the Trustee, the Fiscal Agent, the Special
Servicer or the Servicer as Certificateholders, as such term is used in the
Pooling and Servicing Agreement, and Certificate Owners will be permitted to
receive information furnished to Certificateholders and to exercise the rights
of Certificateholders only indirectly through DTC and its Direct and Indirect
Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
the Offered Certificates among Participants and to receive and transmit
distributions of principal of, and interest on, the Offered Certificates.
Direct and Indirect Participants with which Certificate Owners have accounts
with respect to the Offered Certificates similarly are required to make
book-entry transfers and receive and transmit such distributions on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess physical certificates evidencing their interests in the
Offered Certificates, the Rules provide a mechanism by which Certificate
Owners, through their Direct and Indirect Participants, will receive
distributions and will be able to transfer their interests in the Offered
Certificates.
None of the Depositor, the Servicer, the Paying Agent, the Certificate
Registrar, the Underwriters, the Fiscal Agent, the Special Servicer or the
Trustee will have any liability for any actions taken by DTC or its nominee,
including, without limitation, actions for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the
Offered Certificates held by Cede & Co., as nominee for DTC, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interest.
Definitive Certificates. Definitive Certificates will be issued to
Certificate Owners or their nominees, respectively, rather than to DTC or its
nominee, only under the limited conditions set forth in the Prospectus under
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates."
Upon the occurrence of an event described in the Prospectus in the last
paragraph under "Description of the Certificates--Book-Entry Registration and
Definitive Certificates," the Paying Agent is required to notify, through DTC,
Direct Participants who have ownership of Offered Certificates as indicated on
the records of DTC of the availability of Definitive Certificates. Upon
surrender by DTC of the definitive certificates representing the Offered
Certificates and upon receipt of instructions from DTC for re-registration,
the Certificate Registrar and the Authenticating Agent will reissue the
Offered Certificates as Definitive Certificates issued in the respective
Certificate Balances or Notional Amounts, as applicable, owned by individual
Certificate Owners, and thereafter the Paying Agent, the Certificate
Registrar, the Trustee, the Fiscal Agent, the Special Servicer and the
Servicer will recognize the holders of such Definitive Certificates as
Certificateholders under the Pooling and Servicing Agreement.
For additional information regarding DTC and Certificates maintained on the
book-entry records thereof, see "Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in the
Prospectus.
DISTRIBUTIONS
Method, Timing and Amount. Distributions on the Certificates will be made
by the Paying Agent, to the extent of available funds, on the 19th day of each
month or, if any such 19th day is not a business day, then on the next
succeeding business day, commencing in January 1997 (each, a "Distribution
Date"). All such distributions (other than the final distribution on any
Certificate) will be made to the Certificateholders in whose names the
Certificates are registered at the close of business on each Record Date. With
respect to any Distribution Date, the "Record Date" will be the last business
day of the month preceding the month in which such Distribution Date occurs.
Each such distribution will be made by wire
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transfer in immediately available funds to the account specified by the
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has provided the Paying Agent and Trustee
with written wiring instructions no less than five business days prior to the
related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions) and is the
registered owner of Certificates with an aggregate initial Certificate Balance
or Notional Amount, as the case may be, of at least $5,000,000, or otherwise
by check mailed to such Certificateholder. The final distribution on any
Certificate will be made in like manner, but only upon presentation and
surrender of such Certificate at the location that will be specified in a
notice of the pendency of such final distribution. All distributions made with
respect to a Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class based on their respective Percentage
Interests.
The Servicer shall establish and maintain, or cause to be established and
maintained, one or more accounts (collectively, the "Certificate Account") as
described in the Pooling and Servicing Agreement. The Servicer is required to
deposit in the Certificate Account on a daily basis (and in no event later
than the business day following receipt in available funds) all payments and
collections due after the Cut-off Date and other amounts received or advanced
with respect to the Mortgage Loans (including, without limitation, Insurance
and Condemnation Proceeds and Liquidation Proceeds), and will be permitted to
make withdrawals therefrom as set forth in the Pooling and Servicing
Agreement.
The Paying Agent will establish and maintain an account (the "Lower-Tier
Distribution Account"), and a second account (the "Upper-Tier Distribution
Account," together with the Lower-Tier Distribution Account, the "Distribution
Accounts") in the name of the Paying Agent and for the benefit of the
Certificateholders. On each Distribution Date, the Paying Agent will apply
amounts on deposit in the Upper-Tier Distribution Account (which will include
all funds that were remitted by the Servicer from the Certificate Account
plus, among other things, any P&I Advances less amounts, if any, distributable
to the Class LR Certificates as set forth in the Pooling and Servicing
Agreement) generally to make distributions of interest and principal from the
Available Distribution Amount to the Certificateholders as described herein.
Each of the Certificate Account and the Distribution Accounts will conform to
certain eligibility requirements set forth in the Pooling and Servicing
Agreement.
The aggregate amount available for distribution to Certificateholders on
each Distribution Date (the "Available Distribution Amount") will, in general,
equal the sum of the following amounts:
(a) the total amount of all cash received on the Mortgage Loans and any REO
Properties that is on deposit in the Certificate Account and the Lower-Tier
Distribution Account as of the business day preceding the related Servicer
Remittance Date, exclusive of:
(i) all Monthly Payments collected but due on a Due Date subsequent to
the related Due Period;
(ii) all principal prepayments, Balloon Payments, Liquidation Proceeds,
Insurance and Condemnation Proceeds and other unscheduled recoveries
received subsequent to the related Due Period;
(iii) all amounts in the Certificate Account and Lower-Tier Distribution
Account that are due or reimbursable to any person other than the
Certificateholders;
(iv) all Prepayment Premiums and Yield Maintenance Charges; and
(v) all amounts deposited in the Certificate Account and Lower-Tier
Distribution Account in error; and
(b) all P&I Advances made by the Servicer, the Trustee or Fiscal Agent, as
applicable, with respect to such Distribution Date (net of certain amounts
that are due or reimbursable to persons other than the Certificateholders).
See "Description of the Pooling Agreements--Certificate Account" in the
Prospectus.
The "Due Period" for each Distribution Date will be the period commencing
on the second day of the month preceding the month in which such Distribution
Date occurs and ending on the first day of the
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month in which such Distribution Date occurs. Notwithstanding the foregoing,
in the event that the last day of a Due Period is not a business day, any
payments received with respect to the Mortgage Loans relating to such Due
Period on the business day immediately following such day shall be deemed to
have been received during such Due Period and not during any other Due Period.
For purposes of the discussion in the Prospectus, the Due Period is also the
Prepayment Period (as defined in the Prospectus).
Priority. On each Distribution Date, for so long as the Certificate
Balances of the Certificates have not been reduced to zero, the Paying Agent
will apply amounts on deposit in the Upper-Tier Distribution Account, to the
extent of the Available Distribution Amount, in the following order of
priority:
first, to the Class A-1, Class A-2 and Class X Certificates, pro rata
(based upon their respective entitlements to interest for such Distribution
Date), in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount for such Classes;
second, (i) to the Class A-1 Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount until
the Certificate Balance of such Class is reduced to zero, and (ii) following
reduction of the Certificate Balance of the Class A-1 Certificates to zero, to
the Class A-2 Certificates, in reduction of the Certificate Balance thereof,
an amount equal to the Principal Distribution Amount (or portion thereof
remaining after distributions on the Class A-1 Certificates on such
Distribution Date) until the Certificate Balance of such Class is reduced to
zero;
third, to the Class A-1 and Class A-2 Certificates, pro rata (based upon
the aggregate unreimbursed Collateral Support Deficit allocated to each such
Class), until all amounts of Collateral Support Deficit previously allocated
to such Classes, but not previously reimbursed, have been reimbursed in full;
fourth, to the Class B Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
fifth, following reduction of the Certificate Balances of the Class A
Certificates to zero, to the Class B Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or portion thereof remaining after distributions on the Class A
Certificates on such Distribution Date), until the Certificate Balance of such
Class is reduced to zero;
sixth, to the Class B Certificates, until all amounts of Collateral Support
Deficit previously allocated to the Class B Certificates, but not previously
reimbursed, have been reimbursed in full;
seventh, to the Class C Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
eighth, following reduction of the Certificate Balances of the Class A and
Class B Certificates to zero, to the Class C Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or portion thereof remaining after distributions on the Class A and
Class B Certificates on such Distribution Date), until the Certificate Balance
of such Class is reduced to zero;
ninth, to the Class C Certificates, until all amounts of Collateral Support
Deficit previously allocated to the Class C Certificates, but not previously
reimbursed, have been reimbursed in full;
tenth, to the Class D Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
eleventh, following reduction of the Certificate Balances of the Class A,
Class B and Class C Certificates to zero, to the Class D Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or portion thereof remaining after distributions on the
Class A, Class B and Class C Certificates on such Distribution Date), until
the Certificate Balance of such Class is reduced to zero;
twelfth, to the Class D Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class D Certificates, but not
previously reimbursed, have been reimbursed in full;
thirteenth, to the Class E Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
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fourteenth, following reduction of the Certificate Balances of the Class
A, Class B, Class C and Class D Certificates to zero, to the Class E
Certificates, in reduction of the Certificate Balance thereof, an amount equal
to the Principal Distribution Amount (or portion thereof remaining after
distributions on the Class A, Class B, Class C and Class D Certificates on
such Distribution Date), until the Certificate Balance of such Class is
reduced to zero;
fifteenth, to the Class E Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class E Certificates, but not
previously reimbursed, have been reimbursed in full;
sixteenth, to the Class F Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
seventeenth, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D and Class E Certificates to zero, to the Class F
Certificates, in reduction of the Certificate Balance thereof, an amount equal
to the Principal Distribution Amount (or portion thereof remaining after
distributions on the Class A, Class B, Class C, Class D and Class E
Certificates on such Distribution Date), until the Certificate Balance of such
Class is reduced to zero;
eighteenth, to the Class F Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class F Certificates, but not
previously reimbursed, have been reimbursed in full;
nineteenth, to the Class G Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
twentieth, following reduction of the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E and Class F Certificates to zero, to the
Class G Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or portion thereof
remaining after distributions on the Class A, Class B, Class C, Class D, Class
E and Class F Certificates on such Distribution Date), until the Certificate
Balance of such Class is reduced to zero;
twenty-first, to the Class G Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class G Certificates, but not
previously reimbursed, have been reimbursed in full;
twenty-second, to the Class H Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for such Class;
twenty-third, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D, Class E, Class F and Class G Certificates to
zero, to the Class H Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or portion
thereof remaining after distributions on the Class A, Class B, Class C, Class
D, Class E, Class F and Class G Certificates on such Distribution Date), until
the Certificate Balance of such Class is reduced to zero;
twenty-fourth, to the Class H Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class H Certificates, but not
previously reimbursed, have been reimbursed in full; and
twenty-fifth, to the Class R Certificates, the amount, if any, of the
Available Distribution Amount remaining in the Upper-Tier Distribution
Account with respect to such Distribution Date.
Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in
an additional reduction in the Certificate Balance of the Class of
Certificates in respect of which any such reimbursement is made.
Notwithstanding the distribution priority second set forth above, on and
after the Distribution Date on which the Certificate Balances of the
Subordinate Certificates have all been reduced to zero (such date, the
"Cross-Over Date"), the Principal Distribution Amount will be distributed, pro
rata (based upon their respective Certificate Balances), among the Classes of
Class A Certificates without regard to the priorities set forth above.
Pass-Through Rates. The Pass-Through Rate applicable to each Class of
Offered Certificates (other than the Class X Certificates) for any
Distribution Date will equal the rate per annum specified on the cover of this
Prospectus Supplement. Interest will accrue for each Class of Certificates
during the
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related Interest Accrual Period. The Pass-Through Rate for the Class X
Certificates (the "Class X Pass-Through Rate") for any Distribution Date will
equal the excess, if any, of (a) the weighted average of the applicable Net
Mortgage Rates for the Mortgage Loans, weighted on the basis of their
respective Stated Principal Balances as of the preceding Distribution Date
(after giving effect to the distribution of principal on such Distribution
Date) or, in the case of the first Distribution Date, the Cut-off Date, over
(b) the weighted average of the Pass-Through Rates on all of the other
Certificates (other than the Residual Certificates), weighted on the basis of
their respective Certificate Balances immediately prior to such Distribution
Date. The Class X Pass-Through Rate for the first Distribution Date is
expected to be approximately 1.46604% per annum.
The "Net Mortgage Rate" for each Mortgage Loan is equal to the related
Mortgage Rate in effect from time to time less the Administrative Cost Rate.
Interest Distribution Amount. The "Interest Distribution Amount" of any
Class of Certificates (other than the Residual Certificates) for any
Distribution Date is an amount equal to all Distributable Certificate Interest
in respect of such Class for such Distribution Date and, to the extent not
previously paid, for all prior Distribution Dates.
The "Distributable Certificate Interest" in respect of each Class of
Certificates (other than the Residual Certificates) for each Distribution Date
is equal to one month's interest at the Pass-Through Rate applicable to such
Class of Certificates for such Distribution Date accrued for the related
Interest Accrual Period on the related Certificate Balance or Notional Amount,
as the case may be, outstanding immediately prior to such Distribution Date.
Distributable Certificate Interest will be calculated on the basis of a
360-day year consisting of twelve 30-day months.
Principal Distribution Amount. The "Principal Distribution Amount" for any
Distribution Date is an amount equal to the sum of (a) the Principal Shortfall
for such Distribution Date, (b) the Scheduled Principal Distribution Amount
for such Distribution Date and (c) the Unscheduled Principal Distribution
Amount for such Distribution Date.
The "Scheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of the principal portions of (a) all Monthly Payments
(excluding Balloon Payments) due during or, if and to the extent not
previously received or advanced and distributed to Certificateholders on a
preceding Distribution Date, prior to, the related Due Period and all Assumed
Scheduled Payments for the related Due Period, in each case to the extent paid
by the related borrower as of the business day preceding the related Servicer
Remittance Date or advanced by the Servicer, the Trustee or the Fiscal Agent,
as applicable, and (b) all Balloon Payments to the extent received during the
related Due Period, and to the extent not included in clause (a) above. The
Scheduled Principal Distribution Amount from time to time will include all
late payments of principal made by a borrower, including late payments in
respect of a delinquent Balloon Payment, regardless of the timing of such late
payments, except to the extent such late payments are otherwise reimbursable
to the Servicer, the Trustee or the Fiscal Agent, as the case may be, for
prior Advances.
The "Unscheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of: (a) all voluntary prepayments of principal
received on the Mortgage Loans during the related Due Period; and (b) any
other collections (exclusive of payments by borrowers) received on the
Mortgage Loans and any REO Properties during the related Due Period, whether
in the form of Liquidation Proceeds, Insurance and Condemnation Proceeds, net
income, rents, and profits from REO Property or otherwise, that were
identified and applied by the Servicer as recoveries of previously unadvanced
principal of the related Mortgage Loan.
The "Assumed Scheduled Payment" for any Due Period and with respect to any
Mortgage Loan that is delinquent in respect of its Balloon Payment (including
any REO Loan as to which the Balloon Payment would have been past due), is an
amount equal to the sum of (a) the principal portion of the Monthly Payment
that would have been due on such Mortgage Loan on the related Due Date based
on the constant payment required by the related Mortgage Note or the original
amortization schedule
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thereof (as calculated with interest at the related Mortgage Rate), if
applicable, assuming such Balloon Payment has not become due, after giving
effect to any modification, and (b) interest on the Stated Principal Balance
of such Mortgage Loan at the applicable Mortgage Rate (net of the rate at
which the Servicing Fee is calculated).
For purposes of the foregoing definitions of Principal Distribution Amount,
the term "Principal Shortfall" for any Distribution Date means the amount, if
any, by which (i) the Principal Distribution Amount for the preceding
Distribution Date, exceeds (ii) the aggregate amount distributed in respect of
principal on the Class A, Class B, Class C, Class D, Class E, Class F, Class G
and Class H Certificates on such preceding Distribution Date. There will be no
Principal Shortfall on the first Distribution Date.
Certain Calculations with Respect to Individual Mortgage Loans. The Stated
Principal Balance of each Mortgage Loan outstanding at any time represents the
principal balance of such Mortgage Loan ultimately due and payable to the
Certificateholders. The "Stated Principal Balance" of each Mortgage Loan will
initially equal the Cut-off Date Balance thereof and, on each Distribution
Date, will be reduced by the portion of the Principal Distribution Amount for
such date that is attributable to such Mortgage Loan. The Stated Principal
Balance of a Mortgage Loan may also be reduced in connection with any forced
reduction of the actual unpaid principal balance thereof imposed by a court
presiding over a bankruptcy proceeding in which the related borrower is the
debtor. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the
Prospectus. If any Mortgage Loan is paid in full or such Mortgage Loan (or any
Mortgaged Property acquired in respect thereof) is otherwise liquidated, then,
as of the first Distribution Date that follows the end of the Due Period in
which such payment in full or liquidation occurred and notwithstanding that a
loss may have occurred in connection with any such liquidation, the Stated
Principal Balance of such Mortgage Loan shall be zero.
For purposes of calculating distributions on, and allocations of Collateral
Support Deficit to, the Certificates, as well as for purposes of calculating
the Servicing Fee and Trustee Fee payable each month, each REO Property will
be treated as if there exists with respect thereto an outstanding mortgage
loan (an "REO Loan"), and all references to "Mortgage Loan", "Mortgage Loans"
and "Mortgage Pool" herein and in the Prospectus, when used in such context,
will be deemed to also be references to or to also include, as the case may
be, any REO Loans. Each REO Loan will generally be deemed to have the same
characteristics as its actual predecessor Mortgage Loan, including the same
fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the
same unpaid principal balance and Stated Principal Balance. Amounts due on
such predecessor Mortgage Loan, including any portion thereof payable or
reimbursable to the Servicer, will continue to be "due" in respect of the REO
Loan; and amounts received in respect of the related REO Property, net of
payments to be made, or reimbursement to the Servicer or the Special Servicer
for payments previously advanced, in connection with the operation and
management of such property, generally will be applied by the Servicer as if
received on the predecessor Mortgage Loan.
ALLOCATION OF PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES
On any Distribution Date, Prepayment Premiums collected during the related
Due Period will be distributed by the Paying Agent to the holders of the
Classes of Offered Certificates as follows: to each of the Class A, Class B,
Class C, Class D and Class E Certificates, for each such Class an amount equal
to the product of (a) a fraction, the numerator of which is the amount
distributed as principal to such Class on such Distribution Date, and the
denominator of which is the total amount distributed as principal to all
Classes of Certificates on such Distribution Date, (b) 25% and (c) the total
amount of Prepayment Premiums collected during the related Due Period. Any
Prepayment Premiums collected during the related Due Period remaining after
such distributions will be distributed to the holders of the Class X
Certificates.
On any Distribution Date, Yield Maintenance Charges collected during the
related Due Period will be distributed by the Paying Agent on the Classes of
Offered Certificates as follows: to each of the Class A, Class B, Class C,
Class D and Class E Certificates, for each such Class an amount equal to the
product of (a) a fraction, the numerator of which is the amount distributed as
principal to such Class on such Distribution Date, and the denominator of
which is the total amount distributed as principal to all Classes
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of Certificates on such Distribution Date, (b) the Base Interest Fraction for
the related principal prepayment and such Class of Offered Certificates and
(c) the aggregate amount of Yield Maintenance Charges collected on such
principal prepayment during the related Due Period. Any Yield Maintenance
Charges collected during the related Due Period remaining after such
distributions will be distributed to the holders of the Class X Certificates.
The "Base Interest Fraction" with respect to any principal prepayment on
any Mortgage Loan and with respect to any Class of Offered Certificates (other
than the Class X Certificates) is a fraction (A) whose numerator is the
greater of (x) zero and (y) the difference between (i) the Pass-Through Rate
on such Class of Offered Certificates and (ii) the Yield Rate, with respect to
Mortgage Loans sold to the Depositor by Chase, or the Discount Rate, with
respect to Mortgage Loans sold to the Depositor by PWRES, used in calculating
the Yield Maintenance Charge with respect to such principal prepayment and (B)
whose denominator is the difference between (i) the Mortgage Rate on the
related Mortgage Loan and (ii) the Yield Rate, with respect to Mortgage Loans
sold to the Depositor by Chase, or the Discount Rate, with respect to Mortgage
Loans sold to the Depositor by PWRES, used in calculating the Yield
Maintenance Charge with respect to such principal prepayment; provided,
however, that under no circumstances shall the Base Interest Fraction be
greater than one. If such Yield Rate or Discount Rate, as the case may be, is
greater than the Mortgage Rate on the related Mortgage Loan, then the Base
Interest Fraction shall equal zero.
No Prepayment Premiums or Yield Maintenance Charges will be distributed to
holders of the Class F, Class G, Class H or Residual Certificates; instead,
after the Certificate Principal Balances of the Class A, Class B, Class C,
Class D and Class E Certificates have been reduced to zero, all Prepayment
Premiums and Yield Maintenance Charges will be distributed to holders of the
Class X Certificates.
For a description of Prepayment Premiums and Yield Maintenance Charges, see
"Description of the Mortgage Pool--Certain Terms and Conditions of the
Mortgage Loans--Prepayment Provisions" herein. See also "Certain Legal Aspects
of the Mortgage Loans--Default Interest and Limitations on Prepayments" in the
Prospectus regarding the enforceability of Yield Maintenance Charges and
Prepayment Premiums.
ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE
The "Assumed Final Distribution Date" with respect to any Class of Offered
Certificates is the Distribution Date on which the aggregate Certificate
Balance or Notional Amount, as the case may be, of such Class of Certificates
would be reduced to zero based on the assumptions set forth below. Such
Distribution Date shall in each case be as follows:
<TABLE>
<CAPTION>
CLASS DESIGNATION ASSUMED FINAL DISTRIBUTION DATE
- --------------------- -----------------------------------
<S> <C>
Class A-1 ............ July 19, 2003
Class A-2 ............ September 19, 2006
Class X .............. December 19, 2006
Class B .............. October 19, 2006
Class C .............. November 19, 2006
Class D .............. November 19, 2006
Class E .............. November 19, 2006
</TABLE>
THE ASSUMED FINAL DISTRIBUTION DATES SET FORTH ABOVE WERE CALCULATED
WITHOUT REGARD TO ANY DELAYS IN THE COLLECTION OF BALLOON PAYMENTS AND WITHOUT
REGARD TO A REASONABLE LIQUIDATION TIME WITH RESPECT TO ANY MORTGAGE LOANS
THAT MAY BECOME DELINQUENT. ACCORDINGLY, IN THE EVENT OF DEFAULTS ON THE
MORTGAGE LOANS, THE ACTUAL FINAL DISTRIBUTION DATE FOR ONE OR MORE CLASSES OF
THE OFFERED CERTIFICATES MAY BE LATER, AND COULD BE SUBSTANTIALLY LATER, THAN
THE RELATED ASSUMED FINAL DISTRIBUTION DATE(S).
In addition, the Assumed Final Distribution Dates set forth above were
calculated on the basis of a 0% CPR. Since the rate of payment (including
prepayments) of the Mortgage Loans may exceed the scheduled rate of payments,
and could exceed such scheduled rate by a substantial amount, the actual final
Distribution Date for one or more Classes of the Offered Certificates may be
earlier, and could be
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substantially earlier, than the related Assumed Final Distribution Date(s).
The rate of payments (including prepayments) on the Mortgage Loans will depend
on the characteristics of the Mortgage Loans, as well as on the prevailing
level of interest rates and other economic factors, and no assurance can be
given as to actual payment experience. Finally, the Assumed Distribution Dates
were calculated assuming that there would not be an early termination of the
Trust Fund.
The "Rated Final Distribution Date" for each Class of Offered Certificates
will be November 19, 2028, the first Distribution Date after the 24th month
following the end of the amortization term for the Mortgage Loan that, as of
the Cut-off Date, has the longest remaining amortization term.
SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICIT
The rights of holders of the Subordinate Certificates to receive
distributions of amounts collected or advanced on the Mortgage Loans will be
subordinated, to the extent described herein, to the rights of holders of the
Senior Certificates. Moreover, to the extent described herein, the rights of
the holders of the Class H Certificates will be subordinated to the rights of
the holders of the Class G Certificates, the rights of the holders of the
Class H and Class G Certificates will be subordinated to the rights of the
holders of the Class F Certificates, the rights of the holders of the Class F,
Class G and Class H Certificates will be subordinated to the rights of the
holders of the Class E Certificates, the rights of the holders of the Class E,
Class F, Class G and Class H Certificates will be subordinated to the rights
of the holders of the Class D Certificates, the rights of the holders of the
Class D, Class E, Class F, Class G and Class H Certificates will be
subordinated to the rights of the holders of the Class C Certificates, and the
rights of the holders of the Class C, Class D, Class E, Class F, Class G and
Class H Certificates will be subordinated to the rights of the holders of the
Class B Certificates. This subordination is intended to enhance the likelihood
of timely receipt by the holders of the Senior Certificates of the full amount
of all interest payable in respect of the Senior Certificates on each
Distribution Date, and the ultimate receipt by the holders of the Class A
Certificates of principal in an amount equal to, in each case, the entire
Certificate Balance of such Class of Certificates. Similarly, but to
decreasing degrees, this subordination is also intended to enhance the
likelihood of timely receipt by the holders of the Class B Certificates, the
holders of the Class C Certificates, the holders of the Class D Certificates
and the holders of the Class E Certificates of the full amount of interest
payable in respect of such Classes of Certificates on each Distribution Date,
and the ultimate receipt by the holders of the Class B Certificates, the
holders of the Class C Certificates, the holders of the Class D Certificates
and the holders of the Class E Certificates of principal equal to, in each
case, the entire Certificate Balance of such Class of Certificates. The
protection afforded to the holders of the Class E Certificates by means of the
subordination of the Non-Offered Certificates that are Subordinate
Certificates (the "Non-Offered Subordinate Certificates"), to the holders of
the Class D Certificates by the subordination of the Class E Certificates and
the Non-Offered Subordinate Certificates, to the holders of the Class C
Certificates by means of the subordination of the Class D and Class E
Certificates and the Non-Offered Subordinate Certificates, to the holders of
the Class B Certificates by means of the subordination of the Class C, Class D
and Class E Certificates and the Non-Offered Subordinate Certificates and to
the holders of the Senior Certificates by means of the subordination of the
Subordinate Certificates, will be accomplished by the application of the
Available Distribution Amount on each Distribution Date in accordance with the
order of priority described under "--Distributions" above and by the
allocation of Collateral Support Deficits in the manner described below. No
other form of credit support will be available for the benefit of the holders
of the Offered Certificates.
Allocation to the Class A Certificates (unless the Cross-Over Date has
occurred, first to the Class A-1 Certificates and then to the Class A-2
Certificates), for so long as they are outstanding, of the entire Principal
Distribution Amount for each Distribution Date will have the effect of
reducing the aggregate Certificate Balance of the Class A Certificates at a
proportionately faster rate than the rate at which the aggregate Stated
Principal Balance of the Mortgage Pool will reduce. Thus, as principal is
distributed to the holders of such Class A Certificates, the percentage
interest in the Trust Fund evidenced by such Class A Certificates will be
decreased (with a corresponding increase in the percentage interest in the
Trust Fund evidenced by the Subordinate Certificates), thereby increasing,
relative to their respective Certificate Balances, the subordination afforded
such Class A Certificates by the Subordinate Certificates.
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Following retirement of the Class A Certificates, the successive
allocation on each Distribution Date of the Principal Distribution Amount to
the Class B Certificates, the Class C Certificates, the Class D Certificates
and the Class E Certificates, in that order, in each case for so long as they
are outstanding, will provide a similar benefit to each such Class of
Certificates as to the relative amount of subordination afforded by the
outstanding Classes of Certificates (other than the Class X and the Residual
Certificates) with later alphabetical Class designations.
On each Distribution Date, immediately following the distributions to be
made to the Certificateholders on such date, the Paying Agent is to calculate
the amount, if any, by which (i) the aggregate Stated Principal Balance of the
Mortgage Loans expected to be outstanding immediately following such
Distribution Date is less than (ii) the aggregate Certificate Balance of the
Certificates after giving effect to distributions of principal on such
Distribution Date (any such deficit, "Collateral Support Deficit"). The Paying
Agent will be required to allocate any such Collateral Support Deficit among
the respective Classes of Certificates as follows: to the Class H, Class G,
Class F, Class E, Class D, Class C and Class B Certificates in that order, and
in each case in respect of and until the remaining Certificate Balance of such
Class has been reduced to zero. Following the reduction of the Certificate
Balances of all such Classes to zero, the Paying Agent will be required to
allocate any such Collateral Support Deficit among the Classes of Class A
Certificates, pro rata (based upon their respective Certificate Balances),
until the remaining Certificate Balances of such Classes have been reduced to
zero. Any Collateral Support Deficit allocated to a Class of Certificates will
be allocated among respective Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.
In general, Collateral Support Deficits could result from the occurrence
of: (i) losses and other shortfalls on or in respect of the Mortgage Loans,
including as a result of defaults and delinquencies thereon, Nonrecoverable
Advances made in respect thereof, the payment to the Special Servicer of any
compensation as described in "Servicing of the Mortgage Loans--Servicing and
Other Compensation and Payment of Expenses" herein, and the payment of
interest on Advances and certain servicing expenses; and (ii) certain
unanticipated, non-Mortgage Loan specific expenses of the Trust Fund,
including certain reimbursements to the Trustee and the Fiscal Agent as
described under "Description of the Pooling Agreements--Certain Matters
Regarding the Trustee" in the Prospectus, certain reimbursements to the
Servicer and the Depositor as described under "Description of the Pooling
Agreements--Certain Matters Regarding the Servicer and the Depositor" in the
Prospectus, and certain federal, state and local taxes, and certain
tax-related expenses, payable out of the Trust Fund as described under
"Certain Federal Income Tax Consequences--Federal Income Tax Consequences for
REMIC Certificates" and "--Taxes That May Be Imposed on the REMIC Pool" in the
Prospectus. Accordingly, the allocation of Collateral Support Deficit as
described above will constitute an allocation of losses and other shortfalls
experienced by the Trust Fund.
A Class of Offered Certificates will be considered outstanding until its
Certificate Balance or Notional Amount, as the case may be, is reduced to
zero; provided, however, that reimbursement of any previously allocated
Collateral Support Deficit may thereafter be made to such Class.
ADVANCES
On the business day immediately preceding each Distribution Date (the
"Servicer Remittance Date"), the Servicer will be obligated, subject to the
recoverability determination described below, to make advances (each, a "P&I
Advance") out of its own funds or, subject to the replacement thereof as
provided in the Pooling and Servicing Agreement, certain funds held in the
Certificate Account that are not required to be part of the Available
Distribution Amount for such Distribution Date, in an amount equal to (but
subject to reduction as described in the following paragraph) the aggregate
of: (i) all Monthly Payments (net of the applicable Servicing Fee), other than
Balloon Payments, which were due on the Mortgage Loans during the related Due
Period and delinquent (or not advanced by any subservicer) as of the business
day preceding such Servicer Remittance Date; and (ii) in the case of each
Mortgage Loan delinquent in respect of its Balloon Payment as of the end of
the related Due Period (including any REO Loan as to which the Balloon Payment
would have been past due), an amount equal to the Assumed Scheduled Payment
therefor. The Servicer's obligations to make P&I Advances in respect
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of any Mortgage Loan or REO Property will continue through liquidation of such
Mortgage Loan or disposition of such REO Property, as the case may be. To the
extent the Servicer fails to make a P&I Advance that it is required to make
under the Pooling and Servicing Agreement, the Trustee will make such required
P&I Advance pursuant to the Pooling and Servicing Agreement. To the extent
that the Trustee fails to make a P&I Advance that it is required to make under
the Pooling and Servicing Agreement, the Fiscal Agent will make such required
P&I Advance.
The amount required to be advanced in respect of delinquent Monthly
Payments or Assumed Scheduled Payments on a Mortgage Loan with respect to any
Distribution Date that has been subject to an Appraisal Reduction Event will
equal the amount that would be required to be advanced by the Servicer without
giving effect to the Appraisal Reduction less any Appraisal Reduction Amount
with respect to such Mortgage Loan for such Distribution Date. None of the
Servicer, the Trustee or the Fiscal Agent will be required to make a P&I
Advance for default interest, Yield Maintenance Charges or Prepayment
Premiums.
In addition to P&I Advances, the Servicer will also be obligated (subject
to the limitations described herein) to make advances ("Servicing Advances"
and, collectively with P&I Advances, "Advances") in connection with the
servicing and administration of any Mortgage Loan in respect of which a
default, delinquency or other unanticipated event has occurred or is
reasonably foreseeable or in connection with the servicing and administration
of any Mortgaged Property or REO Property, to pay delinquent real estate
taxes, assessments and hazard insurance premiums and to cover other similar
costs and expenses necessary to preserve the priority of or enforce the
related Mortgage Loan documents or to protect, lease, manage and maintain the
related Mortgaged Property. To the extent that the Servicer fails to make a
Servicing Advance that it is required to make under the Pooling and Servicing
Agreement and the Trustee has notice of such failure, the Trustee will make
such required Servicing Advance pursuant to the Pooling and Servicing
Agreement. To the extent that the Trustee fails to make a Servicing Advance
that it is required to make under the Pooling and Servicing Agreement, the
Fiscal Agent will make such required Servicing Advance.
The Servicer, the Trustee or the Fiscal Agent, as applicable, will be
entitled to recover any Advance made out of its own funds from any amounts
collected in respect of the Mortgage Loan as to which such Advance was made,
whether in the form of late payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds or otherwise from the Mortgage Loan ("Related Proceeds").
Notwithstanding the foregoing, none of the Servicer, the Trustee or the Fiscal
Agent will be obligated to make any Advance that it determines in its
reasonable good faith judgment would, if made, not be recoverable (including
interest thereon) out of Related Proceeds (a "Nonrecoverable Advance"), and
the Servicer, the Trustee or the Fiscal Agent will be entitled to recover any
Advance that it so determines to be a Nonrecoverable Advance out of general
funds on deposit in the Certificate Account. The Trustee and the Fiscal Agent
will be entitled to rely conclusively on any non-recoverability determination
of the Servicer. Nonrecoverable Advances will represent a portion of the
losses to be borne by the Certificateholders. See "Description of the
Certificates--Advances in Respect of Delinquencies" and "Description of the
Pooling Agreements--Certificate Account" in the Prospectus.
In connection with its recovery of any Advance, each of the Servicer, the
Trustee and the Fiscal Agent will be entitled to be paid, out of any amounts
then on deposit in the Certificate Account, interest at the Prime Rate (the
"Reimbursement Rate") accrued on the amount of such Advance from the date made
to but not including the date of reimbursement. The "Prime Rate" shall be the
rate, for any day, set forth as such in The Wall Street Journal, New York
edition.
Each Distribution Date Statement delivered by the Paying Agent to the
Certificateholders will contain information relating to the amounts of
Advances made with respect to the related Distribution Date. See "Description
of the Certificates--Reports to Certificateholders; Certain Available
Information" herein and "Description of Certificates--Reports to
Certificateholders" in the Prospectus.
APPRAISAL REDUCTIONS
After an Appraisal Reduction Event has occurred, an Appraisal Reduction
will be calculated. An "Appraisal Reduction Event" will occur on the earliest
of (i) the third anniversary of the date on which
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an extension of the maturity date of a Mortgage Loan becomes effective as a
result of a modification of such Mortgage Loan by the Special Servicer, which
extension does not change the amount of Monthly Payments on the Mortgage Loan,
(ii) 120 days after an uncured delinquency occurs in respect of a Mortgage
Loan, (iii) the date on which a reduction in the amount of Monthly Payments on
a Mortgage Loan, or a change in any other material economic term of the
Mortgage Loan (other than an extension of its maturity), becomes effective as
a result of a modification of such Mortgage Loan by the Special Servicer, (iv)
60 days after a receiver has been appointed, (v) 60 days after a borrower
declares bankruptcy and (vi) immediately after a Mortgage Loan becomes an REO
Loan. The "Appraisal Reduction" for any Distribution Date and for any Mortgage
Loan as to which any Appraisal Reduction Event has occurred will be an amount
equal to the excess of (a) the outstanding Stated Principal Balance of such
Mortgage Loan over (b) the excess of (i) 90% of the appraised value of the
related Mortgaged Property as determined by one or more independent MAI
appraisals (the costs of which shall be paid by the Servicer as an Advance)
over (ii) the sum of (A) to the extent not previously advanced by the
Servicer, the Trustee or the Fiscal Agent, all unpaid interest on such
Mortgage Loan at a per annum rate equal to the Mortgage Rate, (B) all
unreimbursed Advances and interest thereon at the Reimbursement Rate in
respect of such Mortgage Loan and (C) all currently due and unpaid real estate
taxes and assessments and insurance premiums and all other amounts due and
unpaid under the Mortgage Loan (which tax, premiums and other amounts have not
been the subject of an Advance by the Servicer and/or for which funds have not
been escrowed). Within 60 days after the Appraisal Reduction Event, the
Special Servicer will be required to obtain an independent MAI appraisal;
provided, however, that with respect to an Appraisal Reduction Event described
in clause (ii), the Special Servicer will be required to obtain such appraisal
within the 120-day period set forth in such clause (ii). On the first
Determination Date occurring on or after the delivery of such MAI appraisal,
the Special Servicer will be required to calculate and report to the Servicer,
and the Servicer will report to the Paying Agent and the Trustee, the
Appraisal Reduction to take into account such appraisal. The "Determination
Date" for each Distribution Date is the 13th day of the month in which such
Distribution Date occurs or, if any such 13th day is not a business day, then
the immediately preceding business day.
As a result of calculating one or more Appraisal Reductions, the amount of
any required P&I Advance will be reduced by an amount equal to the Appraisal
Reduction Amount, which will have the effect of reducing the amount of
interest available to the most subordinate Class of Certificates then
outstanding (i.e., first to the Class H Certificates, then to the Class G
Certificates, then to the Class F Certificates, then to the Class E
Certificates, then to the Class D Certificates, then to the Class C
Certificates and then to the Class B Certificates). See "--Advances" above.
The "Appraisal Reduction Amount" for any Distribution Date shall equal the
product of (i) the applicable per annum Pass-Through Rate (i.e., for any
month, one twelfth of the Pass-Through Rate) on the Class of Certificates to
which the Appraisal Reduction is allocated, and (ii) the sum of all Appraisal
Reductions with respect to such Distribution Date. In addition, Appraisal
Reductions will be allocated to the most subordinate Class of Certificates
then outstanding (i.e., first to the Class H Certificates, then to the Class G
Certificates, then to the Class F Certificates, then to the Class E
Certificates, then to the Class D Certificates, then to the Class C
Certificates and then to the Class B Certificates) for purposes of determining
Voting Rights and the identity of the Controlling Class. See "--Voting Rights"
below and "Servicing of the Mortgage Loans--General" herein.
With respect to each Mortgage Loan as to which an Appraisal Reduction has
occurred (unless such Mortgage Loan has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments, and with respect
to which no other Appraisal Reduction Event has occurred with respect thereto
during the preceding twelve months), the Special Servicer is required, within
30 days of each anniversary of the related Appraisal Reduction Event, to order
an appraisal (which may be an update of a prior appraisal), the cost of which
shall be an expense of the Trust Fund. Based upon such appraisal, the Special
Servicer shall redetermine and report to the Paying Agent the amount of the
Appraisal Reduction with respect to such Mortgage Loan. Notwithstanding the
foregoing, the Special Servicer will not be required to obtain an appraisal
with respect to a Mortgage Loan which is the subject of an Appraisal Reduction
Event to the extent the Special Servicer has obtained an appraisal with
respect to the related Mortgaged Property within the 12-month period prior to
the occurrence of such Appraisal Reduction Event. Instead, the Special
Servicer may use such prior appraisal in calculating any Appraisal Reduction
with respect to such Mortgage Loan.
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With respect to each Mortgage Loan as to which an Appraisal Reduction has
occurred and which has become current and has remained current for twelve
consecutive Monthly Payments, and with respect to which no other Appraisal
Reduction Event has occurred and is continuing, the Special Servicer may
within 30 days of the date of such twelfth Monthly Payment, order an appraisal
(which may be an update of a prior appraisal), the cost of which shall be an
expense of the Trust Fund. Based upon such appraisal, the Special Servicer
shall redetermine and report to the Paying Agent the amount of the Appraisal
Reduction with respect to such Mortgage Loan.
REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION
On each Distribution Date, the Paying Agent will be required to forward by
mail to each holder of a Certificate, the Trustee, the Underwriters, the
Special Servicer and a financial market publisher (which is anticipated to
initially be Bloomberg, L.P.), if any, a statement (a "Distribution Date
Statement") setting forth, among other things: (i) the amount of the
distribution on such Distribution Date to the holders of such Class of
Certificates in reduction of the Certificate Balance thereof; (ii) the amount
of the distribution on such Distribution Date to the holders of such Class of
Certificates allocable to Distributable Certificate Interest; (iii) the
aggregate amount of P&I Advances made in respect of such Distribution Date;
(iv) the aggregate amount of compensation paid to the Trustee and servicing
compensation paid to the Servicer during the Due Period for such Distribution
Date; (v) the aggregate Stated Principal Balance of the Mortgage Loans and any
REO Loans outstanding immediately before and immediately after such
Distribution Date; (vi) the number, aggregate principal balance, weighted
average remaining term to maturity and weighted average Mortgage Rate of the
Mortgage Loans as of the end of the related Due Period for such Distribution
Date; (vii) the number and aggregate principal balance of Mortgage Loans (A)
delinquent one month, (B) delinquent two months, (C) delinquent three or more
months and (D) as to which foreclosure proceedings have been commenced; (viii)
the value of any REO Property included in the Trust Fund as of the end of the
related Due Period for such Distribution Date, based on the most recent
appraisal or valuation; (ix) the Available Distribution Amount for such
Distribution Date; (x) the amount of the distribution on such Distribution
Date to the holders of such Class of Certificates allocable to (A) Prepayment
Premiums and (B) Yield Maintenance Charges; (xi) the Pass-Through Rate for
such Class of Certificates for such Distribution Date and the next succeeding
Distribution Date; (xii) the Scheduled Principal Distribution Amount and the
Unscheduled Principal Distribution Amount for such Distribution Date; (xiii)
the Certificate Balance or Notional Amount, as the case may be, of each Class
of Certificates immediately before and immediately after such Distribution
Date, separately identifying any reduction therein as a result of the
allocation of any Collateral Support Deficit on such Distribution Date; (xiv)
the fraction, expressed as a decimal carried to eight places, the numerator of
which is the then related Certificate Balance, and the denominator of which is
the related initial aggregate Certificate Balance, for each Class of
Certificates (other than the Residual Certificates) immediately following such
Distribution Date; (xv) the amount of any Appraisal Reductions effected in
connection with such Distribution Date on a loan-by-loan basis, the total
Appraisal Reduction effected in connection with such Distribution Date and the
total Appraisal Reduction Amounts as of such Distribution Date on a
loan-by-loan basis; (xvi) the number and related principal balances of any
Mortgage Loans extended or modified during the related Due Period; (xvii) the
amount of any remaining unpaid interest shortfalls for such Class as of such
Distribution Date; and (xviii) a loan-by-loan listing of each Mortgage Loan
which was the subject of a Principal Prepayment during the related Due Period
and the amount and the type of Principal Prepayment occurring. In the case of
information furnished pursuant to clauses (i), (ii), (x) and (xvii) above, the
amounts shall be expressed as a dollar amount in the aggregate for all
Certificates of each applicable Class and per Definitive Certificate.
In addition, within a reasonable period of time after the end of each
calendar year, the Paying Agent shall furnish to the Trustee and each person
or entity who at any time during the calendar year was a holder of a
Certificate, a statement containing the information set forth in clauses (i),
(ii) and (x) above as to the applicable Class, aggregated for such calendar
year or applicable portion thereof during which such person was a
Certificateholder, together with such other information as the Paying Agent
deems necessary or desirable, or that a Certificateholder or Certificate Owner
reasonably requests, to enable Certificateholders to prepare their tax returns
for such calendar year. Such obligation of the Paying Agent
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shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to any
requirements of the Code as from time to time are in force.
The Servicer will provide a financial market publisher, which is
anticipated to initially be Bloomberg, L.P., quarterly with certain current
information with respect to the Mortgaged Properties, including current and
original net operating income, debt service coverage ratios based upon
borrowers' annual operating statements and occupancy rates, to the extent it
has received such information from the borrowers pursuant to the related loan
documents.
The Pooling and Servicing Agreement requires that the Paying Agent (or the
Trustee with respect to clause (f) only) make available at its offices
primarily responsible for administration of the Trust Fund, during normal
business hours, for review by any holder of an Offered Certificate, the
Depositor, the Special Servicer, the Servicer, the Extension Adviser, any
Rating Agency or any other person to whom the Paying Agent (or the Trustee, if
applicable) believes such disclosure is appropriate, originals or copies of,
among other things, the following items: (a) the Pooling and Servicing
Agreement and any amendments thereto, (b) all Distribution Date Statements
delivered to holders of the relevant Class of Offered Certificates since the
Closing Date, (c) all officer's certificates delivered to the Paying Agent
since the Closing Date as described under "Description of the Pooling
Agreements--Evidence as to Compliance" in the Prospectus, (d) all accountants'
reports delivered to the Paying Agent since the Closing Date as described
under "Description of the Pooling Agreements--Evidence as to Compliance" in
the Prospectus, (e) the most recent property inspection report prepared by or
on behalf of the Servicer or the Special Servicer and delivered to the Paying
Agent in respect of each Mortgaged Property, (f) copies of the Mortgage Loan
documents, (g) any and all modifications, waivers and amendments of the terms
of a Mortgage Loan entered into by the Servicer or the Special Servicer and
delivered to the Paying Agent, and (h) any and all statements and reports
delivered to, or collected by, the Servicer or the Special Servicer, from the
borrowers, including the most recent annual property operating statements,
rent rolls and borrower financial statements, but only to the extent such
statements and reports have been delivered to the Paying Agent. Copies of any
and all of the foregoing items will be available to Certificateholders from
the Paying Agent (or the Trustee with respect to clause (f) only) upon
request; however, the Paying Agent (or the Trustee with respect to clause (f)
only) will be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies. Pursuant to the
Pooling and Servicing Agreement, the Servicer will be responsible for
enforcing all provisions of the Mortgage Loan documents relating to the
submission of financial and property information.
The Pooling and Servicing Agreement will require the Servicer and the
Paying Agent, subject to certain restrictions set forth therein, to provide
the reports available to Certificateholders set forth above, as well as
certain other information received by the Servicer or the Paying Agent, as the
case may be, to any Certificateholder, the Underwriters, any Certificate Owner
or any prospective investor identified as such by a Certificate Owner or
Underwriter, that requests such reports or information; provided that the
Servicer or the Paying Agent, as the case may be, will be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of
providing copies of such reports or information. Except as otherwise set forth
in this paragraph, until such time as Definitive Certificates are issued,
notices and statements required to be mailed to holders of Certificates will
be available to Certificate Owners of Offered Certificates only to the extent
it is forwarded by or otherwise available through DTC and its Participants.
Conveyance of notices and other communications by DTC to Participants, and by
Participants to such Certificate Owners, will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time. Except as otherwise set forth in this paragraph, the
Servicer, the Special Servicer, the Trustee, the Depositor, the Paying Agent
and the Certificate Registrar are required to recognize as Certificateholders
only those persons in whose names the Certificates are registered on the books
and records of the Offered Certificate Registrar. The initial registered
holder of the Offered Certificates will be Cede & Co. as nominee for DTC.
VOTING RIGHTS
At all times during the term of the Pooling and Servicing Agreement, the
voting rights for the Certificates (the "Voting Rights") shall be allocated
among the respective Classes of Certificateholders as
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follows: (i) 4% in the case of the Class X Certificates, and (ii) in the case
of any other Class of Certificates (other than the Residual Certificates), a
percentage equal to the product of 96% and a fraction, the numerator of which
is equal to the aggregate Certificate Balance of such Class, in each case,
determined as of the Distribution Date immediately preceding such time, and
the denominator of which is equal to the aggregate Certificate Balance of all
Classes of Certificates, each determined as of the Distribution Date
immediately preceding such time. Neither the Class R nor the Class LR
Certificates will be entitled to any Voting Rights. For purposes of
determining Voting Rights, the Certificate Balance of any Class shall be
deemed to be reduced by the amount allocated to such Class of any Appraisal
Reductions related to Mortgage Loans as to which Liquidation Proceeds or other
final payment has not yet been received. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates. Solely for purposes of giving any consent, approval or waiver
pursuant to the Pooling and Servicing Agreement, neither the Servicer, the
Special Servicer nor the Depositor will be entitled to exercise any Voting
Rights with respect to any Certificates registered in its name, if such
consent, approval or waiver would in any way increase its compensation or
limit its obligations in such capacity under the Pooling and Servicing
Agreement; provided, however, that such restrictions will not apply to the
exercise of the Special Servicer's rights as a member of the Controlling
Class.
TERMINATION; RETIREMENT OF CERTIFICATES
The obligations created by the Pooling and Servicing Agreement will
terminate following the earlier of (i) the final payment (or advance in
respect thereof) or other liquidation of the last Mortgage Loan or REO
Property subject thereto or (ii) the purchase of all of the assets of the
Trust Fund by the Servicer, the Special Servicer, the holders of the
Controlling Class or the holders of the Class LR Certificates. Written notice
of termination of the Pooling and Servicing Agreement will be given to each
Certificateholder, and the final distribution will be made only upon surrender
and cancellation of the Certificates at the office of the Certificate
Registrar or other location specified in such notice of termination.
The Special Servicer, the Servicer, the holders of the Controlling Class
and the holders of the Class LR Certificates (in that order) will have the
right to purchase all of the assets of the Trust Fund. Any such purchase of
all the Mortgage Loans and other assets in the Trust Fund is required to be
made at a price equal to the sum of (i) the aggregate Purchase Price of all
the Mortgage Loans (exclusive of REO Loans) then included in the Trust Fund
and (ii) the aggregate fair market value of all REO Properties then included
in the Trust Fund (which fair market value for any REO Property may be less
than the Purchase Price for the corresponding REO Loan), as determined by an
appraiser selected and mutually agreed upon by the Servicer and the Trustee,
and approved by more than 50% of the Voting Rights of the Classes of
Certificates then outstanding, other than the Controlling Class, unless the
Controlling Class is the only Class of Certificates outstanding. Such purchase
will effect early retirement of the then outstanding Offered Certificates, but
the right of the Servicer, the Special Servicer, the holders of the
Controlling Class or the holders of the Class LR Certificates to effect such
termination is subject to the requirement that the then aggregate Stated
Principal Balance of the Mortgage Pool be less than 4% of the Initial Pool
Balance.
On the final Distribution Date, the aggregate amount paid by the Servicer,
the Special Servicer, the holders of the Controlling Class or the holders of
the Class LR Certificates, as the case may be, for the Mortgage Loans and
other assets in the Trust Fund (if the Trust Fund is to be terminated as a
result of the purchase described in the preceding paragraph), together with
all other amounts on deposit in the Certificate Account and not otherwise
payable to a person other than the Certificateholders (see "Description of the
Pooling Agreements--Certificate Account" in the Prospectus), will be applied
generally as described above under "--Distributions--Priority."
ANY OPTIONAL TERMINATION BY THE SPECIAL SERVICER, THE SERVICER, THE HOLDERS
OF THE CONTROLLING CLASS OR THE HOLDERS OF THE CLASS LR CERTIFICATES WOULD
RESULT IN PREPAYMENT IN FULL OF THE CERTIFICATES AND WOULD HAVE AN ADVERSE
EFFECT ON THE YIELD OF THE CLASS X CERTIFICATES BECAUSE A TERMINATION WOULD
HAVE AN EFFECT SIMILAR TO A PRINCIPAL PREPAYMENT IN FULL OF THE MORTGAGE LOANS
(WITHOUT, HOWEVER, THE PAYMENT OF ANY PREPAYMENT PREMIUMS OR YIELD MAINTENANCE
CHARGES) AND, AS A RESULT, INVESTORS IN THE CLASS X
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CERTIFICATES AND ANY OTHER CERTIFICATES PURCHASED AT PREMIUM MIGHT NOT FULLY
RECOUP THEIR INITIAL INVESTMENT. SEE "YIELD AND MATURITY CONSIDERATIONS"
HEREIN.
THE TRUSTEE
LaSalle National Bank will act as Trustee of the Trust Fund. LaSalle
National Bank is a subsidiary of LaSalle National Corporation which is a
subsidiary of the Fiscal Agent. The corporate trust office of the Trustee
responsible for administration of the Trust is located at 135 South LaSalle
Street, Suite 1740, Chicago, Illinois 60603-4107 Attention: Asset-Backed
Securities Trust Service--Chase Commercial Mortgage Securities Corp., Series
1996-2. As of December 31, 1995, the LaSalle National Corporation had assets
of approximately $15.5 billion. As compensation for the performance of its
duties, the Trustee will be paid a fee (the "Trustee Fee"). The Trustee Fee
will be payable monthly on a loan-by-loan basis from amounts received in
respect of interest on each Mortgage Loan, and will accrue at a rate (the
"Trustee Fee Rate") equal to .0086% per annum, and will be computed on the
basis of the Stated Principal Balance of the related Mortgage Loan and for the
same period respecting which any related interest payment on the related
Mortgage Loan is computed. In addition, the Trustee will be entitled to
recover from the Trust Fund all reasonable unanticipated expenses and
disbursements incurred or made by the Trustee in accordance with any of the
provisions of the Pooling and Servicing Agreement, but not including expenses
incurred in the ordinary course of performing its duties as Trustee under the
Pooling and Servicing Agreement, and not including any such expense,
disbursement or advance as may arise from its willful misconduct, negligence
or bad faith. See "Description of the Pooling Agreements--The Trustee,"
"--Duties of the Trustee", "--Certain Matters Regarding the Trustee" and
"--Resignation and Removal of the Trustee" in the Prospectus.
THE FISCAL AGENT
ABN AMRO Bank N.V., a Netherlands banking corporation and the indirect
corporate parent of the Trustee, will act as Fiscal Agent for the Trust and
will be obligated to make any Advance required to be made, if not made, by the
Servicer and the Trustee under the Pooling and Servicing Agreement, provided
that the Fiscal Agent will not be obligated to make any Advance that it deems
to be a Nonrecoverable Advance. The Fiscal Agent will be entitled (but not
obligated) to rely conclusively on any determination by the Servicer or the
Trustee that an Advance, if made, would be a Nonrecoverable Advance. The
Fiscal Agent will be entitled to reimbursement for each Advance made by it in
the same manner and to the same extent as, but prior to, the Servicer and the
Trustee.
The Trustee will be responsible for payment of the compensation and
expenses of the Fiscal Agent; however, the combined fees retained by the
Trustee and paid to the Fiscal Agent may not exceed the Trustee Fee. In
addition, the Fiscal Agent will be entitled to recover from the Trust Fund all
reasonable unanticipated expenses and disbursements incurred or made by the
Fiscal Agent in accordance with any of the provisions of the Pooling and
Servicing Agreement (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and for all persons not regularly in
its employ), but not including expenses incurred in the ordinary course of
performing its duties as Fiscal Agent under the Pooling and Servicing
Agreement, and except any such expense, disbursement or advance as may arise
from its willful misconduct, negligence or bad faith.
SERVICING OF THE MORTGAGE LOANS
GENERAL
The servicing of the Mortgage Loans and any REO Properties will be governed
by the Pooling and Servicing Agreement. The following summaries describe
certain provisions of the Pooling and Servicing Agreement relating to the
servicing and administration of the Mortgage Loans and any REO Properties. The
summaries do not purport to be complete and are subject, and qualified in
their entirety by reference, to the provisions of the Pooling and Servicing
Agreement. Reference is made to the Prospectus for additional information
regarding the terms of the Pooling and Servicing Agreement relating to the
servicing and administration of the Mortgage Loans and any REO Properties,
provided that the information herein supersedes any contrary information set
forth in the Prospectus. See "Description of the Pooling Agreements" in the
Prospectus.
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Each of the Servicer (directly or through one or more subservicers) and
the Special Servicer will be required to service and administer the Mortgage
Loans for which it is responsible. The Mortgage Loans to be sold by PWRES to
the Depositor will be sub-serviced by Mellon Mortgage Company. In addition to
the subservicing by Mellon Mortgage Company of the PWRES Mortgage Loans, the
Servicer may delegate and/or assign some or all of its servicing obligations
and duties with respect to some or all of the Mortgage Loans to one or more
affiliates so long as such delegation and/or assignment, in and of itself,
does not cause the qualification, withdrawal or downgrading of the
then-current ratings assigned to any Class of Certificates. Except in certain
limited circumstances set forth in the Pooling and Servicing Agreement, the
Special Servicer will not be permitted to appoint subservicers with respect to
any of its servicing obligations and duties.
The Servicer and the Special Servicer will service and administer the
Mortgage Loans for which it is responsible on behalf of the Trustee and in the
best interests of and for the benefit of the Certificateholders (as determined
by the Servicer or the Special Servicer, as the case may be, in its good faith
and reasonable judgment), in accordance with applicable law, the terms of the
Pooling and Servicing Agreement, the terms of the respective Mortgage Loans
and, to the extent consistent with the foregoing, in accordance with the
higher of the following standards of care: (i) the same manner in which, and
with the same care, skill, prudence and diligence with which the Servicer or
Special Servicer, as the case may be, services and administers similar
mortgage loans for other third-party portfolios, giving due consideration to
the customary and usual standards of practice of prudent institutional
multifamily mortgage lenders servicing their own mortgage loans and (ii) the
same care, skill, prudence and diligence with which the Servicer or Special
Servicer, as the case may be, services and administers mortgage loans owned by
the Servicer or Special Servicer, as the case may be, in either case
exercising reasonable business judgment and acting in accordance with
applicable law, the terms of the Pooling and Servicing Agreement, the
respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable,
and with a view to the maximization of timely recovery of principal and
interest on the Mortgage Loans or Specially Serviced Mortgage Loans, as
applicable, and the best interests of the Trust and the Certificateholders, as
determined by the Servicer or the Special Servicer, as the case may be, in its
reasonable judgment, but without regard to: (A) any relationship that the
Servicer or the Special Servicer, as the case may be, or any affiliate
thereof, may have with the related borrower or any other party to the Pooling
and Servicing Agreement; (B) the ownership of any Certificate by the Servicer
or the Special Servicer, as the case may be, or any affiliate thereof; (C) the
Servicer's obligation to make Advances, whether in respect of delinquent
payments of principal and/or interest or to cover certain servicing expenses;
(D) the Servicer's or the Special Servicer's, as the case may be, right to
receive compensation for its services under the Pooling and Servicing
Agreement or with respect to any particular transaction; and (E) any
obligation of the Servicer (in its capacity as a Mortgage Loan Seller) to cure
a breach of a representation or warranty or repurchase a Mortgage Loan (the
foregoing, collectively referred to as the "Servicing Standards").
Except as otherwise described under "--Inspections; Collection of Operating
Information" below, the Servicer initially will be responsible for the
servicing and administration of the entire Mortgage Pool. With respect to any
Mortgage Loan (i) as to which a payment default has occurred at its original
maturity date, or, if the original maturity date has been extended, at its
extended maturity, (ii) as to which any Monthly Payment (other than a Balloon
Payment) is more than 60 days delinquent, (iii) as to which the borrower has
entered into or consented to bankruptcy, appointment of a receiver or
conservator or a similar insolvency proceeding, or the borrower has become the
subject of a decree or order for such a proceeding (provided that if such
appointment, decree or order is stayed or discharged, or such consent revoked
within 60 days such Mortgage Loan shall not be considered a Specially Serviced
Mortgage Loan during such period), or the related borrower has admitted in
writing its inability to pay its debts generally as they become due, (iv) as
to which the Servicer shall have received notice of the foreclosure or
proposed foreclosure of any other lien on the Mortgaged Property or (v) as to
which, in the judgment of the Servicer, a payment default has occurred or is
reasonably foreseeable and is not likely to be cured by the borrower within 60
days, and prior to acceleration of amounts due under the related Mortgage Note
or commencement of any foreclosure or similar proceedings, the Servicer will
transfer its servicing responsibilities to the Special Servicer, but will
continue to receive payments on such Mortgage Loan
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(including amounts collected by the Special Servicer), to make certain
calculations with respect to such Mortgage Loan and to make remittances and
prepare certain reports to the Certificateholders with respect to such
Mortgage Loan. If the related Mortgaged Property is acquired in respect of any
such Mortgage Loan (upon acquisition, an "REO Property") whether through
foreclosure, deed-in-lieu of foreclosure or otherwise, the Special Servicer
will continue to be responsible for the operation and management thereof. The
Mortgage Loans serviced by the Special Servicer and any Mortgage Loans that
have become REO Properties are referred to herein as the "Specially Serviced
Mortgage Loans". The Servicer shall have no responsibility for the performance
by the Special Servicer of its duties under the Pooling and Servicing
Agreement.
If any Specially Serviced Mortgage Loan, in accordance with its original
terms or as modified in accordance with the Pooling and Servicing Agreement,
becomes a performing Mortgage Loan for at least 90 days (provided no
additional event of default is foreseeable in the reasonable judgment of the
Special Servicer), the Special Servicer will return servicing of such Mortgage
Loan (a "Corrected Mortgage Loan") to the Servicer.
The Special Servicer will prepare a report (an "Asset Status Report") for
each Mortgage Loan which becomes a Specially Serviced Mortgage Loan not later
than 30 days after the servicing of such Mortgage Loan is transferred to the
Special Servicer. Each Asset Status Report will be delivered to the Directing
Certificateholder (as defined below) and the Rating Agencies. The Directing
Certificateholder may object to any Asset Status Report within 10 business
days of receipt; provided, however, that the Special Servicer shall implement
the recommended action as outlined in such Asset Status Report if it makes an
affirmative determination that such objection is not in the best interest of
all the Certificateholders. In connection with making such affirmative
determination, the Special Servicer will request a vote by all the
Certificateholders. If the Directing Certificateholder does not disapprove an
Asset Status Report within 10 business days, the related Special Servicer
shall implement the recommended action as outlined in such Asset Status
Report. If the Directing Certificateholder disapproves such Asset Status
Report and the Special Servicer has not made the affirmative determination
described above, the Special Servicer will revise such Asset Status Report as
soon as practicable thereafter, but in no event later than 30 days after such
disapproval. The Special Servicer will revise such Asset Status Report until
the Directing Certificateholder fails to disapprove such revised Asset Status
Report as described above or until the Special Servicer makes a determination
that such objection is not in the best interests of the Certificateholders.
The "Directing Certificateholder" will be the Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Trustee from
time to time; provided, however, that (i) absent such selection, or (ii) until
a Directing Certificateholder is so selected or (iii) upon receipt of a notice
from a majority of the Controlling Class Certificateholders, by Certificate
Balance, that a Directing Certificateholder is no longer designated, the
Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class will be the Directing
Certificateholder.
A "Controlling Class Certificateholder" is each holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified
to the Trustee from time to time by such holder (or Certificate Owner).
The "Controlling Class" will be as of any time of determination the most
subordinate Class of Certificates then outstanding that has a Certificate
Balance at least equal to the lesser of (a) 1% of the Initial Pool Balance or
(b) 20% of the initial Certificate Balance of such Class, in the case of the
Class H Certificates, or 25% of the initial Certificate Balance of such Class,
in the case of any other Class. For purposes of determining identity of the
Controlling Class, the Certificate Balance of each Class shall be deemed to be
reduced by the amount allocated to such Class of any Appraisal Reductions
relating to Mortgage Loans as to which Liquidation Proceeds or other final
payment has not yet been received.
The Controlling Class as of the Closing Date will be the Class H
Certificates.
The Special Servicer will not be required to take or refrain from taking
any action pursuant to instructions from the Directing Certificateholder that
would cause it to violate applicable law, the Pooling and Servicing Agreement,
including the Servicing Standards, or the REMIC Provisions.
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THE SERVICER
The Chase Manhattan Bank will act as servicer (in such capacity, the
"Servicer"and in such capacity will be responsible for servicing the Mortgage
Loans. The principal offices of the Servicer are located at 270 Park Avenue,
New York, New York 10017. As of September 30, 1996, the Servicer had a
stockholder's equity of approximately $21.14 billion and was the servicer of a
portfolio of multifamily and commercial mortgage loans, secured by properties
located throughout the United States and totaling approximately $6.83 billion
in aggregate outstanding principal amounts.
The information set forth herein concerning the Servicer has been provided
by the Servicer, and neither the Depositor nor the Underwriters make any
representation or warranty as to the accuracy or completeness of such
information.
THE SPECIAL SERVICER
Lennar Partners, Inc., a Florida corporation, will serve as the Special
Servicer and in such capacity will be responsible for servicing the Specially
Serviced Mortgage Loans. The principal executive offices of the Special
Servicer are located at 700 N.W. 107th Avenue, Suite 400, Miami, Florida
33172, and its telephone number is (305) 559-4000. The Special Servicer is a
full-service real estate company primarily involved in homebuilding, the
development and management of commercial properties and real estate-related
financial services. The Special Servicer has regional offices located across
the country including Florida, Georgia, Texas, Arizona and California. As of
October, 1996, the Special Servicer and its affiliates were managing a
portfolio including over 48,000 assets in 49 states with an original face
value of over $17 billion, approximately $14 billion of which are commercial
real estate assets. Included in this managed portfolio are $9.0 billion of
commercial real estate assets representing 24 securitization transactions, for
which the Special Servicer is the servicer or special servicer. The Special
Servicer and its affiliates own and are in the business of acquiring assets
similar in type to the assets of the Trust Fund. Accordingly, the assets of
the Special Servicer and its affiliates may, depending upon the particular
circumstances, including the nature and location of such assets, compete with
the Mortgaged Properties for tenants, purchasers, financing and so forth.
The information set forth herein concerning the Special Servicer has been
provided by the Special Servicer, and neither the Depositor nor the
Underwriters make any representation or warranty as to the accuracy or
completeness of such information.
REPLACEMENT OF THE SPECIAL SERVICER
The Special Servicer may be removed, and a successor Special Servicer
appointed, at any time by the holders of Certificates representing more than
50% of the aggregate Certificate Balance of the Controlling Class, provided
that each Rating Agency confirms in writing that such replacement of the
Special Servicer, in and of itself, will not cause a qualification, withdrawal
or downgrading of the then-current ratings assigned to any Class of
Certificates.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The fee of the Servicer (the "Servicing Fee") will be payable monthly on a
loan-by-loan basis from amounts received in respect of interest on each
Mortgage Loan, and will accrue at a rate (the "Servicing Fee Rate") equal to
0.12% per annum, with respect to Mortgage Loans sold to the Depositor by
Chase, and 0.08% per annum with respect to Mortgage Loans sold to the
Depositor by PWRES, and will be computed on the basis of the Stated Principal
Balance of the related Mortgage Loan and for the same period respecting which
any related interest payment on the related Mortgage Loan is computed. As of
any date of determination, the "Administrative Cost Rate" will be equal to the
sum of the Servicing Fee Rate and the Trustee Fee Rate, and shall equal
0.1286% with respect to Mortgage Loans sold to the Depositor by Chase and
0.0886% with respect to Mortgage Loans sold to the Depositor by PWRES. In
addition to the Servicing Fee, the Servicer will be entitled to retain, as
additional servicing compensation, (i) a percentage of all assumption and
modification fees paid by the borrowers on Mortgage Loans that are not
Specially Serviced Mortgage Loans, and one-half of the extension fees
associated with the first
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extension for Mortgage Loans as to which the Special Servicer has extended the
maturity of such Mortgage Loan for a period of twelve months or less and
certain other criteria are met and (ii) late payment charges and default
interest paid by the borrowers (other than on Specially Serviced Mortgage
Loans), but only to the extent the amounts are not needed to pay interest on
Advances. The Servicer also is authorized but not required to invest or direct
the investment of funds held in the Certificate Account and the Distribution
Accounts in Permitted Investments, and the Servicer will be entitled to retain
any interest or other income earned on such funds and will bear any losses
resulting from the investment of such funds. The Servicer also is entitled to
retain any interest earned on any servicing escrow account to the extent such
interest is not required to be paid to the related borrowers. The Servicer
will be obligated to pay the annual fees of each Rating Agency.
The principal compensation to be paid to the Special Servicer in respect of
its special servicing activities will be the Special Servicing Fee, the
Workout Fee and the Liquidation Fee. The "Special Servicing Fee" will accrue
with respect to each Specially Serviced Mortgage Loan at a rate equal to
0.250% per annum (the "Special Servicing Fee Rate") on the basis of the same
principal amount and for the same period respecting which any related interest
payment due or deemed due on such Specially Serviced Mortgage Loan is
computed, and will be payable monthly from the Trust Fund. A "Workout Fee"
will in general be payable with respect to each Corrected Mortgage Loan. As to
each Corrected Mortgage Loan, the Workout Fee will be payable out of, and will
be calculated by application of a "Workout Fee Rate" of 1.0% to, each
collection of interest and principal (including scheduled payments,
prepayments, Balloon Payments and payments at maturity) received on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout
Fee with respect to any Corrected Mortgage Loan will cease to be payable if
such loan again becomes a Specially Serviced Mortgage Loan; provided that a
new Workout Fee will become payable if and when such Mortgage Loan again
becomes a Corrected Mortgage Loan. If the Special Servicer is terminated
(other than for cause), it shall retain the right to receive any and all
Workout Fees payable with respect to Mortgage Loans that became Corrected
Mortgage Loans during the period that it acted as Special Servicer and were
still such at the time of such termination or resignation (and the successor
Special Servicer shall not be entitled to any portion of such Workout Fees),
in each case until the Workout Fee for any such loan ceases to be payable in
accordance with the preceding sentence. A "Liquidation Fee" will be payable
with respect to each Specially Serviced Mortgage Loan as to which the Special
Servicer obtains a full or discounted payoff with respect thereto from the
related borrower and, except as otherwise described below, with respect to any
Specially Serviced Mortgage Loan or REO Property as to which the Special
Servicer receives any Liquidation Proceeds. As to each such Specially Serviced
Mortgage Loan, the Liquidation Fee will be payable from, and will be
calculated by application of a "Liquidation Fee Rate" of 1.0% to, the related
payment or proceeds. Notwithstanding anything to the contrary described above,
no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds
received in connection with the repurchase of any Mortgage Loan by the
Mortgage Loan Seller for a breach of representation or warranty or for
defective or deficient Mortgage Loan documentation, the purchase of any
Specially Serviced Mortgage Loan by the Servicer or the Special Servicer or
the purchase of all of the Mortgage Loans and REO Properties in connection
with an optional termination of the Trust Fund. If, however, Liquidation
Proceeds are received with respect to any Corrected Mortgage Loan and the
Special Servicer is properly entitled to a Workout Fee, such Workout Fee will
be payable based on and out of the portion of such Liquidation Proceeds that
constitutes principal and/or interest. The Special Servicer will be entitled
to additional servicing compensation in the form of a percentage of all
assumption fees, extension fees and modification fees received on or with
respect to Mortgage Loans and all assumption fees, extension fees and
modification fees received on or with respect to Specially Serviced Mortgage
Loans, except for those such fees to which the Servicer is entitled as
described above. The Special Servicer will also be entitled to late payment
charges and default interest paid by the borrowers on Specially Serviced
Mortgage Loans, but only to the extent such amounts are not needed to pay
interest on Advances.
Although the Servicer and the Special Servicer are each required to service
and administer the Mortgage Pool in accordance with the Servicing Standards
above and, accordingly, without regard to its right to receive compensation
under the Pooling and Servicing Agreement, additional servicing compensation
in the nature of assumption and modification fees may under certain
circumstances provide the Servicer or the Special Servicer, as the case may
be, with an economic disincentive to comply with such standard.
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As and to the extent described herein under "Description of the
Certificates--Advances," the Servicer will be entitled to receive interest on
Advances, such interest to be paid contemporaneously with the reimbursement of
the related Advance.
Each of the Servicer and the Special Servicer generally will be required to
pay all expenses incurred by it in connection with its servicing activities
under the Pooling and Servicing Agreement and will not be entitled to
reimbursement therefor except as expressly provided in the Pooling and
Servicing Agreement. In connection therewith, the Servicer will be responsible
for all fees of any subservicers. See "Description of the
Certificates--Distributions--Method, Timing and Amount" herein and
"Description of the Pooling Agreements--Certificate Account" and "--Servicing
Compensation and Payment of Expenses" in the Prospectus.
MAINTENANCE OF INSURANCE
To the extent permitted by the related Mortgage Loan and required by the
Servicing Standards, the Servicer will use its reasonable best efforts to
cause each borrower to maintain, and if the borrower does not so maintain,
shall itself maintain to the extent available at commercially reasonable rates
(as determined by the Servicer in accordance with Servicing Standards), a fire
and hazard insurance policy with extended coverage covering the related
Mortgaged Property. The coverage of each such policy will be in an amount that
is not less than the lesser of the full replacement cost of the improvements
securing such Mortgage Loan or the outstanding principal balance owing on such
Mortgage Loan, but in any event, in an amount sufficient to avoid the
application of any co-insurance clause unless otherwise noted in the related
Mortgage Loan documents. During all such times as the Mortgaged Property is
located in an area identified as a federally designated special flood hazard
area (and such flood insurance has been made available), the Servicer will use
its reasonable best efforts to cause each borrower to maintain (to the extent
required by the related Mortgage Loan), and if the borrower does not so
maintain, shall itself maintain to the extent available at commercially
reasonable rates (as determined by the Servicer in accordance with the
Servicing Standards), a flood insurance policy in an amount representing
coverage not less than the lesser of (i) the outstanding principal balance of
the related Mortgage Loan and (ii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended, but
only to the extent that the related Mortgage Loan permits the lender to
require such coverage and maintaining such coverage is consistent with the
Servicing Standards. The Special Servicer will be required to maintain (or
cause to be maintained) fire and hazard insurance on each REO Property in an
amount which is at least equal to the lesser of (i) an amount necessary to
avoid the application of any co-insurance clause and (ii) the full replacement
cost of the improvements on such REO Property. In addition, during all such
times as the REO Property is located in an area identified as a federally
designated special flood hazard area, the Special Servicer will cause to be
maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing
Standards), a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing
coverage not less than the maximum amount of insurance which is available
under the Flood Disaster Protection Act of 1973, as amended. The Pooling and
Servicing Agreement provides that the Servicer and the Special Servicer may
satisfy their respective obligations to cause each borrower to maintain a
hazard insurance policy by maintaining a blanket policy insuring against
hazard losses on the Mortgage Loans. Any losses incurred with respect to
Mortgage Loans due to uninsured risks (including earthquakes, mudflows and
floods) or insufficient hazard insurance proceeds may adversely affect
payments to Certificateholders. Any cost incurred by the Servicer in
maintaining any such insurance policy if the borrower defaults on its
obligation to do so shall be advanced by the Servicer as a Servicing Advance
and will be charged to the related borrower. Generally, no borrower is
required by the Mortgage Loan documents to maintain earthquake insurance on
any Mortgaged Property. Any cost of maintaining any such insurance shall be
paid out of a segregated custodial account created and maintained by the
Special Servicer on behalf of the Trustee in trust for the Certificateholders
(the "REO Account") or advanced by the Servicer as a Servicing Advance.
Such costs may be recovered by the Servicer from reimbursements received
from the borrower or, if the borrower does not pay such amounts, as Servicing
Advances as set forth in the Pooling and Servicing Agreement.
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No pool insurance policy, special hazard insurance policy, bankruptcy
bond, repurchase bond or certificate guarantee insurance will be maintained
with respect to the Mortgage Loans, nor will any Mortgage Loan be subject to
FHA insurance.
THE EXTENSION ADVISER
Election of the Extension Adviser. Except as provided below, the Class A,
Class B, Class C, Class D and Class E Certificateholders will be entitled to
elect a representative (the "Extension Adviser") from whom the Special
Servicer will seek approval as described below. Promptly after the Closing
Date (but in no event later than 30 days after the Closing Date), the Trustee
shall hold an election to determine the Extension Adviser. Upon (i) the
receipt by the Trustee of written requests for an election of an Extension
Adviser from such holders of such Certificates representing more than 50% of
the Voting Rights of such Certificates or (ii) the resignation or removal of
the person acting as Extension Adviser, an election of a successor Extension
Adviser will be held commencing as soon as practicable thereafter. The
Extension Adviser may be removed at any time by the written vote of holders of
such Certificates representing more than 50% of the Voting Rights of such
Certificates. In the event that after the Closing Date an Extension Adviser
shall have resigned or been removed and a successor Extension Adviser shall
not have been elected, there shall be no Extension Adviser, and the provisions
of the Pooling and Servicing Agreement relating to the Special Servicer's
right or obligation to consult with or seek and/or obtain approval from an
Extension Adviser shall be of no effect during any such period that there is
no Extension Adviser.
The Special Servicer will not be required to take or refrain from taking
any action pursuant to instructions from the Extension Adviser that would
cause it to violate the Pooling and Servicing Agreement, including the
Servicing Standards or the REMIC Provisions.
The initial Extension Adviser will be appointed pursuant to the Pooling and
Servicing Agreement and will be the Trustee or its designee.
Duties of the Extension Adviser. The Special Servicer will not be permitted
to grant any extension of the maturity of a Specially Serviced Mortgage Loan
beyond the third anniversary of such Mortgage Loan's original maturity date,
unless the Extension Adviser has approved such action in writing within ten
days after receiving from the Special Servicer written notice thereof and
sufficient information to make an informed decision (provided that if a
written objection to such extension from the Extension Adviser has not been
received by the Special Servicer within said ten day period, then the
Extension Adviser's approval will be deemed to have been given). In addition,
the Extension Adviser will confirm to its reasonable satisfaction that all
conditions precedent to granting any such extension set forth in the Pooling
and Servicing Agreement have been satisfied, as described under
"--Modifications, Waiver and Amendments" below.
Limitation on Liability of Extension Adviser. The Extension Adviser will be
acting solely as a representative of the interests of the Classes of
Certificateholders that elected the Extension Adviser and will have no
liability to the Trust or any other Class of Certificateholders for any action
taken, or for refraining from the taking of any action, in good faith pursuant
to the Pooling and Servicing Agreement, or for errors in judgment; provided
that the Extension Adviser will not be protected against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that the Extension Adviser may
take actions that favor the interest of one or more Classes of the
Certificates over other Classes of the Certificates, and that the Extension
Adviser may have interests that conflict with those of holders of some Classes
of the Certificates and, absent willful misfeasance, bad faith, negligence or
reckless disregard of obligations or duties on the part of the Extension
Adviser, agrees to take no action against the Extension Adviser or any of its
officers, directors, employees, principals or agents as a result of such
special relationships or conflicts.
MODIFICATIONS, WAIVER AND AMENDMENTS
The Special Servicer may agree to extend the maturity date of a Mortgage
Loan that is not a Specially Serviced Mortgage Loan; provided, however, that,
no such extension entered into by the Special Servicer
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shall extend the maturity date beyond the earlier of (i) two years prior to
the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan
secured by a leasehold estate, the date ten years prior to the expiration of
such leasehold estate; and provided further that, if such extension would
extend the maturity date of a Mortgage Loan for more than twelve months from
and after the original maturity date of such Mortgage Loan, the Special
Servicer must obtain the opinion of counsel described in the next sentence.
Except as otherwise set forth in this paragraph, the Special Servicer (or in
certain circumstances the Servicer) may not waive, modify or amend any
provision of a Mortgage Loan except for (i) the waiver of any due-on-sale
clause or due-on-encumbrance clause to the extent permitted in the Pooling and
Servicing Agreement, and (ii) any waiver, modification or amendment that would
not be a "significant modification" of the Mortgage Loan within the meaning of
Treasury Regulations Section 1.860G-2(b) and as to which the Special Servicer
has provided the Trustee with an opinion of counsel that such waiver,
modification or amendment will not constitute such a "significant
modification."
If, but only if, the Special Servicer determines that a modification,
waiver or amendment (including the forgiveness or deferral of interest or
principal or the substitution or release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Mortgage Loan with
respect to which a payment default or other material default has occurred or a
payment default is, in the Special Servicer's judgment, reasonably
foreseeable, is reasonably likely to produce a greater recovery on a present
value basis (the relevant discounting to be performed at the related Mortgage
Rate) than liquidation of such Specially Serviced Mortgage Loan, then the
Special Servicer may, but is not required to, agree to a modification, waiver
or amendment of such Specially Serviced Mortgage Loan, subject to the
restrictions and limitations described below; provided, however, that the
Extension Adviser must approve or be deemed to approve an extension of the
maturity of a Specially Serviced Mortgage Loan beyond the third anniversary of
such Mortgage Loan's original maturity date. The Special Servicer will use its
best efforts to the extent possible to fully amortize a modified Mortgage Loan
prior to the Rated Final Distribution Date.
The Special Servicer may not agree to a modification, waiver or amendment
of any term of any Specially Serviced Mortgage Loan if such modification,
waiver or amendment would:
(i) extend the maturity date of any such Specially Serviced Mortgage Loan
to a date occurring later than the earlier of (A) two years prior to the
Rated Final Distribution Date and (B) if such Specially Serviced Mortgage
Loan is secured by a leasehold estate, the date ten years prior to the
expiration of such leasehold;
(ii) reduce the related Net Mortgage Rate to less than the lesser of (A)
the original Net Mortgage Rate and (B) the highest Pass-Through Rate on
any Class of Certificates (other than the Class X Certificates); or
(iii) provide for the deferral of interest unless (A) interest accrues
thereon, generally, at the related Mortgage Rate and (B) the aggregate
amount of such deferred interest does not exceed 10% of the unpaid
principal balance of such Specially Serviced Mortgage Loan.
In the event of a modification which creates a deferral of interest, the
Pooling and Servicing Agreement will provide that the amount of deferred
interest will be allocated to reduce the Distributable Certificate Interest of
the Class or Classes (other than the Class X Certificates) with the latest
alphabetical designation then outstanding, and to the extent so allocated,
shall be added to the Certificate Balance of such Class or Classes.
The Special Servicer or the Servicer, as the case may be, will notify each
other, the Rating Agencies and the Trustee of any modification, waiver or
amendment of any term of any Mortgage Loan and must deliver to the Trustee for
deposit in the related mortgage file, an original counterpart of the agreement
related to such modification, waiver or amendment, promptly following the
execution thereof. Copies of each agreement whereby any such modification,
waiver or amendment of any term of any Mortgage Loan is effected are to be
available for review during normal business hours at the offices of the Paying
Agent. See "Description of the Certificates--Reports to Certificateholders;
Certain Available Information" herein.
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REALIZATION UPON DEFAULTED MORTGAGE LOANS
Pursuant to the Pooling and Servicing Agreement, if a default on a Mortgage
Loan has occurred or, in the Special Servicer's judgment, a payment default is
imminent, the Special Servicer, on behalf of the Trustee, may at any time
institute foreclosure proceedings, exercise any power of sale contained in the
related Mortgage, obtain a deed in lieu of foreclosure or otherwise acquire
title to the related Mortgaged Property, by operation of law or otherwise. The
Special Servicer shall not, however, acquire title to any Mortgaged Property
or take any other action with respect to any Mortgaged Property that would
cause the Trustee, for the benefit of the Certificateholders, or any other
specified person to be considered to hold title to, to be a
"mortgagee-in-possession" of or to be an "owner" or an "operator" of such
Mortgaged Property within the meaning of certain federal environmental laws,
unless the Special Servicer has previously received a report prepared by a
person who regularly conducts environmental audits (which report will be an
expense of the Trust Fund) and either:
(i) such report indicates that (a) the Mortgaged Property is in
compliance with applicable environmental laws and regulations and (b)
there are no circumstances or conditions present at the Mortgaged Property
that have resulted in any contamination for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under
any applicable environmental laws and regulations; or
(ii) the Special Servicer, based solely (as to environmental matters and
related costs) on the information set forth in such report, determines
that taking such actions as are necessary to bring the Mortgaged Property
into compliance with applicable environmental laws and regulations and/or
taking the actions contemplated by clause (i)(b) above, is reasonably
likely to produce a greater recovery, taking into account the time value
of money, than not taking such actions. See "Certain Legal Aspects of
Mortgage Loans--Environmental Risks" in the Prospectus.
The Pooling and Servicing Agreement grants to the Servicer and the Special
Servicer a right of first refusal to purchase from the Trust Fund, at the
Purchase Price, any Mortgage Loan as to which a specified number of scheduled
payments are delinquent. In addition, the Special Servicer may offer to sell
any defaulted Mortgage Loan if and when the Special Servicer determines,
consistent with the Servicing Standards, that such a sale would produce a
greater recovery, taking into account the time value of money, than would
liquidation of the related Mortgaged Property. In the absence of any such
sale, the Special Servicer will generally be required to proceed against the
related Mortgaged Property, subject to the discussion above.
If title to any Mortgaged Property is acquired by the Trust Fund, the
Special Servicer, on behalf of the Trust Fund, will be required to sell the
Mortgaged Property within two years of acquisition, unless (i) the Internal
Revenue Service (the "IRS") grants an extension of time to sell such property
or (ii) the Trustee receives an opinion of independent counsel to the effect
that the holding of the property by the Trust Fund for more than two years
after its acquisition will not result in the imposition of a tax on the REMIC
constituted by the Trust Fund or cause the Trust Fund (or either the
Upper-Tier REMIC or the Lower-Tier REMIC) to fail to qualify as a REMIC under
the Code at any time that any Certificate is outstanding. Subject to the
foregoing and any other tax-related limitations, pursuant to the Pooling and
Servicing Agreement, the Special Servicer will generally be required to
attempt to sell any Mortgaged Property so acquired on the same terms and
conditions it would if it were the owner. The Special Servicer will also be
required to ensure that any Mortgaged Property acquired by the Trust Fund is
administered so that it constitutes "foreclosure property" within the meaning
of Code Section 860G(a)(8) at all times, that the sale of such property does
not result in the receipt by the Trust Fund of any income from nonpermitted
assets as described in Code Section 860F(a)(2)(B). If the Trust Fund acquires
title to any Mortgaged Property, the Special Servicer, on behalf of the Trust
Fund, will retain an independent contractor to manage and operate such
property. The retention of an independent contractor, however, will not
relieve the Special Servicer of its obligation to manage such Mortgaged
Property as required under the Pooling and Servicing Agreement.
Generally, neither the Upper-Tier REMIC nor the Lower-Tier REMIC will be
taxable on income received with respect to a Mortgaged Property acquired by
the Trust Fund to the extent that it constitutes
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"rents from real property," within the meaning of Code Section 856(c)(3)(A)
and Treasury regulations thereunder. "Rents from real property" include fixed
rents and rents based on the receipts or sales of a tenant but do not include
the portion of any rental based on the net income or profit of any tenant or
sub-tenant. No determination has been made whether rent on any of the
Mortgaged Properties meets this requirement. "Rents from real property"
include charges for services customarily furnished or rendered in connection
with the rental of real property, whether or not the charges are separately
stated. Services furnished to the tenants of a particular building will be
considered as customary if, in the geographic market in which the building is
located, tenants in buildings which are of similar class are customarily
provided with the service. No determination has been made whether the services
furnished to the tenants of the Mortgaged Properties are "customary" within
the meaning of applicable regulations. It is therefore possible that a portion
of the rental income with respect to a Mortgaged Property owned by the Trust
Fund, presumably allocated based on the value of any non-qualifying services,
would not constitute "rents from real property." Any of the foregoing types of
income may instead constitute "net income from foreclosure property," which
would be taxable to the Lower-Tier REMIC at the highest marginal federal
corporate rate (currently 35%) and may also be subject to state or local
taxes. Because these sources of income, if they exist, are already in place
with respect to the Mortgaged Properties, it is generally viewed as beneficial
to Certificateholders to permit the Trust Fund to continue to earn them if it
acquires a Mortgaged Property, even at the cost of this tax. Any such taxes
would be chargeable against the related income for purposes of determining the
proceeds available for distribution to holders of Certificates. See "Certain
Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates" and "--Taxes That May Be Imposed on the REMIC Pool--Net Income
from Foreclosure Property" in the Prospectus.
To the extent that Liquidation Proceeds collected with respect to any
Mortgage Loan are less than the sum of (i) the outstanding principal balance
of such Mortgage Loan, (ii) interest accrued thereon and (iii) the aggregate
amount of outstanding reimbursable expenses (including any unreimbursed
Servicing Advances and unpaid and accrued interest thereon) incurred with
respect to such Mortgage Loan, then the Trust Fund will realize a loss in the
amount of such shortfall. The Trustee, the Servicer, the Special Servicer
and/or the Fiscal Agent will be entitled to reimbursement out of the
Liquidation Proceeds recovered on any Mortgage Loan, prior to the distribution
of such Liquidation Proceeds to Certificateholders, of any and all amounts
that represent unpaid servicing compensation in respect of such Mortgage Loan,
certain unreimbursed expenses incurred with respect to such Mortgage Loan and
any unreimbursed Advances made with respect to such Mortgage Loan. In
addition, amounts otherwise distributable on the Certificates will be further
reduced by interest payable to the Servicer, Trustee or Fiscal Agent on any
such Advances.
If any Mortgaged Property suffers damage such that the proceeds, if any, of
the related hazard insurance policy are insufficient to restore fully the
damaged property, the Servicer will not be required to expend its own funds to
effect such restoration unless (i) the Special Servicer determines that such
restoration will increase the proceeds to Certificateholders on liquidation of
the Mortgage Loan after reimbursement of the Special Servicer or the Servicer,
as the case may be, for its expenses and (ii) the Servicer determines that
such expenses will be recoverable by it from related Insurance and
Condemnation Proceeds and Liquidation Proceeds.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The Servicer will perform (at its own expense), or shall cause to be
performed (at its own expense), physical inspections of each Mortgaged
Property at such times and in such manner as are consistent with the Servicing
Standards, but in any event shall inspect each Mortgaged Property securing a
Mortgage Note with a Stated Principal Balance of (A) $2,000,000 or more at
least once every 12 months and (B) less than $2,000,000 at least once every 24
months, in each case commencing in the calendar year 1997; provided, however,
that if the Servicer has a reasonable basis to believe that the DSCR with
respect to any Mortgage Loan has decreased by 25% or more from the DSCR as of
the Cut-off Date, the Servicer shall inspect the related Mortgaged Property as
soon as practicable thereafter (the cost of which inspection shall be a
Servicing Advance); provided, further, however, that if any scheduled payment
becomes more than 60 days delinquent on the related Mortgage Loan, the Special
Servicer shall inspect
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the related Mortgaged Property as soon as practicable thereafter (the cost of
which inspection shall be a Servicing Advance). The Special Servicer or the
Servicer, as applicable, will prepare a written report of each such inspection
describing the condition of and any damage to the Mortgaged Property and
specifying the existence of any material vacancies in the Mortgaged Property,
of any sale, transfer or abandonment of the Mortgaged Property, of any
material change in the condition of the Mortgaged Property, or of any waste
committed thereon.
With respect to each Mortgage Loan that requires the borrower to deliver
such statements, the Special Servicer or the Servicer, as applicable, is also
required to collect and review the annual operating statements of the related
Mortgaged Property. Most of the Mortgages obligate the related borrower to
deliver annual property operating statements. However, there can be no
assurance that any operating statements required to be delivered will in fact
be delivered, nor is the Special Servicer or the Servicer likely to have any
practical means of compelling such delivery in the case of an otherwise
performing Mortgage Loan.
Copies of the inspection reports and operating statements referred to above
are to be available for review by Certificateholders during normal business
hours at the offices of the Paying Agent. See "Description of the
Certificates--Reports to Certificateholders; Certain Available Information"
herein.
CERTAIN MATTERS REGARDING THE SERVICER, THE SPECIAL SERVICER AND THE
DEPOSITOR
The Pooling and Servicing Agreement permits the Servicer and the Special
Servicer to resign from their respective obligations thereunder only upon (a)
in the case of the Servicer only, the appointment of, and the acceptance of
such appointment by, a successor thereto and receipt by the Trustee of written
confirmation from each applicable Rating Agency that such resignation and
appointment will, in and of itself, not have an adverse effect on the rating
assigned by such Rating Agency to any Class of Certificates and (b) a
determination that such obligations are no longer permissible with respect to
the Servicer or the Special Servicer, as the case may be, under applicable law
or are in material conflict by reason of applicable law with any other
activities carried on by it. No such resignation will become effective until
the Trustee or other successor has assumed the obligations and duties of the
resigning Servicer or Special Servicer, as the case may be, under the Pooling
and Servicing Agreement.
The Pooling and Servicing Agreement will provide that none of the Servicer,
the Special Servicer, the Depositor or any director, officer, employee or
agent of any of them will be under any liability to the Trust Fund or the
Certificateholders for any action taken, or not taken, in good faith pursuant
to the Pooling and Servicing Agreement or for errors in judgment; provided,
however, that none of the Servicer, the Special Servicer, the Depositor or any
such person will be protected against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of obligations or duties thereunder or by reason of reckless
disregard of such obligations and duties. The Pooling and Servicing Agreement
will also provide that the Servicer, the Special Servicer, the Depositor and
any director, officer, employee or agent of any of them will be entitled to
indemnification by the related Trust Fund against any loss, liability or
expense incurred in connection with any legal action that relates to the
Pooling and Servicing Agreement or the Certificates; provided, however, that
such indemnification will not extend to any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of obligations or duties under the Pooling and Servicing
Agreement, by reason of reckless disregard of such obligations or duties, or
in the case of the Depositor and any of its directors, officers, employees and
agents, any violation by any of them of any state or federal securities law.
In addition, the Pooling and Servicing Agreement will provide that none of
the Servicer, the Special Servicer or the Depositor will be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective responsibilities under the Pooling and Servicing
Agreement and that in its opinion may involve it in any expense or liability.
However, each of the Servicer, the Special Servicer and the Depositor will be
permitted, in the exercise of its discretion, to undertake any such action
that it may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties to the Pooling and
Servicing Agreement and the interests of the Certificateholders thereunder. In
such event, the legal expenses and costs of such action, and any liability
resulting
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therefrom, will be expenses, costs and liabilities of the Certificateholders,
and the Servicer, the Special Servicer or the Depositor, as the case may be,
will be entitled to charge the Certificate Account therefor.
Pursuant to the Pooling and Servicing Agreement, the Servicer and Special
Servicer will each be required to maintain a fidelity bond and errors and
omissions policy or their equivalent that provides coverage against losses
that may be sustained as a result of an officer's or employee's
misappropriation of funds or errors and omissions, subject to certain
limitations as to amount of coverage, deductible amounts, conditions,
exclusions and exceptions permitted by the Pooling and Servicing Agreement.
Notwithstanding the foregoing, the Servicer will be allowed to self-insure
with respect to a fidelity bond so long as certain conditions set forth in the
Pooling and Servicing Agreement are met.
Any person into which the Servicer, the Special Servicer or the Depositor
may be merged or consolidated, or any person resulting from any merger or
consolidation to which the Servicer, the Special Servicer or the Depositor is
a party, or any person succeeding to the business of the Servicer, the Special
Servicer or the Depositor, will be the successor of the Servicer, the Special
Servicer or the Depositor, as the case may be, under the Pooling and Servicing
Agreement. The Servicer and the Special Servicer may have other normal
business relationships with the Depositor or the Depositor's affiliates.
EVENTS OF DEFAULT
"Events of Default" under the Pooling and Servicing Agreement with respect
to the Servicer or the Special Servicer, as the case may be, will include,
without limitation, (i) any failure by the Servicer to make any remittance
required to be made by the Servicer on the day and by the time such remittance
is required to be made under the terms of the Pooling and Servicing Agreement;
(ii) any failure by the Special Servicer to deposit into the REO Account
within one business day after the day such deposit is required to be made, or
to remit to the Servicer for deposit in the Certificate Account any such
remittance required to be made by the Special Servicer on the day such
remittance is required to be made under the Pooling and Servicing Agreement;
(iii) any failure by the Servicer or the Special Servicer duly to observe or
perform in any material respect any of its other covenants or obligations
under the Pooling and Servicing Agreement, which failure continues unremedied
for thirty days after written notice thereof has been given to the Servicer or
the Special Servicer, as the case may be, by any other party to the Pooling
and Servicing Agreement, or to the Servicer or the Special Servicer, as the
case may be, with a copy to each other party to the related Pooling and
Servicing Agreement, by Certificateholders of any Class, evidencing, as to
such Class, Percentage Interests aggregating not less than 25%; (iv) certain
events of insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings in respect of or relating to the Servicer
or the Special Servicer, and certain actions by or on behalf of the Servicer
or the Special Servicer indicating its insolvency or inability to pay its
obligations; and (v) the Trustee shall have received written notice from
either Rating Agency that the continuation of the Servicer or the Special
Servicer in such capacity would result, or has resulted, in a downgrade,
qualification or withdrawal of any rating then assigned by such Rating Agency
to any Class of Certificates.
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default occurs with respect to the Servicer or the Special
Servicer under the Pooling and Servicing Agreement, then, in each and every
such case, so long as the Event of Default remains unremedied, the Depositor
or the Trustee will be authorized, and at the direction of Certificateholders
entitled to not less than 51% of the Voting Rights, the Trustee will be
required, to terminate all of the rights and obligations of the defaulting
party as Servicer or Special Servicer, as applicable, under the Pooling and
Servicing Agreement, whereupon the Trustee will succeed to all of the
responsibilities, duties and liabilities of the defaulting party as Servicer
or Special Servicer, as applicable, under the Pooling and Servicing Agreement
and will be entitled to similar compensation arrangements. If the Trustee is
unwilling or unable so to act, it may (or, at the written request of
Certificateholders entitled to not less than 51% of the Voting Rights, it will
be required to) appoint, or petition a court of competent jurisdiction to
appoint, a loan servicing institution or other entity that would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by any Rating Agency to act as successor to the Servicer
or Special Servicer, as the case may be, under the Pooling and Servicing
Agreement.
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No Certificateholder will have any right under the Pooling and Servicing
Agreement to institute any proceeding with respect to the Certificates or the
Pooling and Servicing Agreement unless such holder previously has given to the
Trustee written notice of default and the continuance thereof and unless the
holders of Certificates of any Class evidencing not less than 25% of the
aggregate Percentage Interests constituting such Class 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 60 days after receipt of such request and indemnity has
neglected or refused to institute any such proceeding. However, the Trustee
will be under no obligation to exercise any of the trusts or powers vested in
it by the Pooling and Servicing Agreement or to institute, conduct or defend
any litigation thereunder or in relation thereto at the request, order or
direction of any of the Certificateholders, unless such Certificateholders
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby.
AMENDMENT
The Pooling and Servicing Agreement may be amended by the parties thereto,
without the consent of any of the holders of Certificates (i) to cure any
ambiguity, (ii) to correct or supplement any provision therein which may be
inconsistent with any other provision therein or to correct any error, (iii)
to change the timing and/or nature of deposits in the Certificate Account, the
Distribution Accounts or the REO Account, provided that (A) such change would
not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by an opinion of counsel (at the expense of
the party requesting the amendment) and (B) such change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by any Rating Agency, as evidenced by a letter from each
Rating Agency, (iv) to modify, eliminate or add to any of its provisions (A)
to such extent as shall be necessary to maintain the qualification of the
Trust Fund (or either the Upper-Tier REMIC or Lower-Tier REMIC) as a REMIC or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense
of the party requesting the amendment) to the effect that (1) such action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) such action will not adversely affect in any material
respect the interests of any holder of the Certificates or (B) to restrict the
transfer of the Residual Certificates, provided that the Depositor has
determined that the then-current ratings of any Class of the Certificates will
not be downgraded, qualified or withdrawn, as evidenced by a letter from each
Rating Agency, and that any such amendment will not give rise to any tax with
respect to the transfer of the Residual Certificates to a non-permitted
transferee (see "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Residual
Certificates--Tax-Related Restrictions on Transfer of Residual Certificates"
in the Prospectus), (v) to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement or any other
change, provided that such action will not adversely affect in any material
respect the interests of any Certificateholder or (vi) to amend or supplement
any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by each Rating
Agency.
The Pooling and Servicing Agreement may also be amended by the parties
thereto with the consent of the holders of Certificates of each Class affected
thereby evidencing, in each case, not less than 66 2/3% of the aggregate
Percentage Interests constituting such Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the holders of the Certificates, except that no such amendment may
(i) reduce in any manner the amount of, or delay the timing of, payments
received on the Mortgage Loans which are required to be distributed on a
Certificate of any Class without the consent of the holder of such
Certificate, (ii) reduce the aforesaid percentage of Certificates of any Class
the holders of which are required to consent to any such amendment without the
consent of the holders of all Certificates of such Class then outstanding or
(iii) adversely affect the Voting Rights of any Class of Certificates without
the consent of the holders of all Certificates of such Class then outstanding.
Notwithstanding the foregoing, the Trustee will not be required to consent
to any amendment to the Pooling and Servicing Agreement without having first
received an opinion of counsel (at the Trust Fund's
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expense) to the effect that such amendment or the exercise of any power
granted to the Servicer, the Special Servicer, the Depositor, the Trustee or
any other specified person in accordance with such amendment, will not result
in the imposition of a tax on the REMIC constituted by the Trust Fund or cause
the Trust Fund (or either the Upper-Tier REMIC or Lower-Tier REMIC) to fail to
qualify as a REMIC.
YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any Offered Certificate will depend on: (i) the
Pass-Through Rate for such Certificate; (ii) the price paid for such
Certificate and, if the price was other than par, the rate and timing of
payments of principal on such Certificate; (iii) the aggregate amount of
distributions on such Certificate and (iv) the aggregate amount of Collateral
Support Deficit amounts allocated to the Class of Offered Certificates.
Pass-Through Rate. The Pass-Through Rate applicable to each Class of
Offered Certificates for any Distribution Date will equal the rate set forth
on the cover of this Prospectus Supplement. See "Description of the
Certificates" herein.
Rate and Timing of Principal Payments. The yield to holders of Offered
Certificates that are purchased at a discount or premium will be affected by
the rate and timing of principal payments on the Mortgage Loans (including
principal prepayments on the Mortgage Loans resulting from both voluntary
prepayments by the mortgagors and involuntary liquidations). The rate and
timing of principal payments on the Mortgage Loans will in turn be affected by
the amortization schedules thereof, the dates on which Balloon Payments are
due, any extensions of maturity dates by the Servicer or the Special Servicer
and the rate and timing of principal prepayments and other unscheduled
collections thereon (including for this purpose, collections made in
connection with liquidations of Mortgage Loans due to defaults, casualties or
condemnations affecting the Mortgaged Properties, or purchases of Mortgage
Loans out of the Trust Fund). Prepayments and, assuming the respective stated
maturity dates therefor have not occurred, liquidations and purchases of the
Mortgage Loans, will result in distributions on the Offered Certificates of
amounts that would otherwise be distributed over the remaining terms of the
Mortgage Loans. Defaults on the Mortgage Loans, particularly at or near their
stated maturity dates, may result in significant delays in payments of
principal on the Mortgage Loans (and, accordingly, on the Offered
Certificates) while work-outs are negotiated or foreclosures are completed.
See "Servicing of the Mortgage Loans--Modifications, Waiver and Amendments"
and "--Realization Upon Defaulted Mortgage Loans" herein and "Certain Legal
Aspects of Mortgage Loans--Foreclosure" in the Prospectus. In general, the
Class X Certificates will be extremely sensitive to the rate of principal
prepayments, principal losses and interest rate reductions due to
modifications on the Mortgage Loans. Because the rate of principal payments on
the Mortgage Loans will depend on future events and a variety of factors (as
described below), no assurance can be given as to such rate or the rate of
principal prepayments in particular. The Depositor is not aware of any
relevant publicly available or authoritative statistics with respect to the
historical prepayment experience of a large group of mortgage loans comparable
to the Mortgage Loans.
The extent to which the yield to maturity of any Class of Offered
Certificates may vary from the anticipated yield will depend upon the degree
to which such Certificates are purchased at a discount or premium and when,
and to what degree, payments of principal on the Mortgage Loans are in turn
distributed on such Certificates. An investor should consider, in the case of
any Offered Certificate purchased at a discount the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans will result in an
actual yield to such investor that is lower than the anticipated yield and, in
the case of any Offered Certificate purchased at a premium, particularly the
Class X Certificates, the risk that a faster than anticipated rate of
principal payments on the Mortgage Loans will result in an actual yield to
such investor that is lower than the anticipated yield. In general, the
earlier a payment of principal is distributed on an Offered Certificate
purchased at a discount or premium, the greater will be the effect on an
investor's yield to maturity. As a result, the effect on an investor's yield
of principal payments distributed on such investor's Offered Certificates
occurring at a rate higher (or lower) than the rate
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anticipated by the investor during any particular period would not be fully
offset by a subsequent like reduction (or increase) in the rate of principal
payments.
Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which such holders are required to bear the
effects of any losses or shortfalls on the Mortgage Loans. Losses and other
shortfalls on the Mortgage Loans will generally be borne by the holders of the
Class H, Class G, Class F, Class E, Class D, Class C and Class B Certificates,
in that order, and in each case to the extent of amounts otherwise
distributable in respect of such Class of Certificates. In the event of the
reduction of the Certificate Balances of all such Classes of Certificates to
zero, such losses and shortfalls will then be borne, pro rata, by the Class
A-1 and Class A-2 Certificates (and Class X Certificates with respect to
shortfalls of interest).
Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on the Mortgage Loans may be affected by a
number of factors, including, without limitation, prevailing interest rates,
the terms of the Mortgage Loans (for example, due-on-sale clauses, Lock-out
Periods, Prepayment Premiums or Yield Maintenance Charges and amortization
terms that require Balloon Payments), the demographics and relative economic
vitality of the areas in which the Mortgaged Properties are located and the
general supply and demand for rental properties in such areas, the quality of
management of the Mortgaged Properties, the servicing of the Mortgage Loans,
possible changes in tax laws and other opportunities for investment. See "Risk
Factors" and "Description of the Mortgage Pool" herein and "Risk Factors" and
"Yield and Maturity Considerations--Yield and Prepayment Considerations" in
the Prospectus.
The rate of prepayment on the Mortgage Pool is likely to be affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level as the Mortgage Loans. When the prevailing market interest rate
is below a mortgage coupon, a borrower may have an increased incentive to
refinance its mortgage loan. However, under all of the Mortgage Loans
voluntary prepayments are subject to Lock-out Periods and/or Prepayment
Premium Periods and/or Yield Maintenance Periods. See "Description of the
Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" herein.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity therein, to meet cash
flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws (which are subject to change) to sell
Mortgaged Properties prior to the exhaustion of tax depreciation benefits.
The Depositor makes no representation as to the particular factors that
will affect the rate and timing of prepayments and defaults on the Mortgage
Loans, as to the relative importance of such factors, as to the percentage of
the principal balance of the Mortgage Loans that will be prepaid or as to
which a default will have occurred as of any date or as to the overall rate of
prepayment or default on the Mortgage Loans.
Delay in Payment of Distributions. Because each monthly distribution is
made on each Distribution Date, which is at least 18 days after the end of the
related Interest Accrual Period, the effective yield to the holders of the
Offered Certificates will be lower than the yield that would otherwise be
produced by the applicable Pass-Through Rates and purchase prices (assuming
such prices did not account for such delay).
Unpaid Distributable Certificate Interest. As described under "Description
of the Certificates--Distributions--Priority" herein, if the portion of the
Available Distribution Amount distributable in respect of interest on any
Class of Offered Certificates on any Distribution Date is less than the
Distributable Certificate Interest then payable for such Class, the shortfall
will be distributable to holders of such Class of Certificates on subsequent
Distribution Dates, to the extent of available funds. Any such shortfall will
not bear interest, however, and will therefore negatively affect the yield to
maturity of such Class of Certificates for so long as it is outstanding.
S-78
<PAGE>
WEIGHTED AVERAGE LIFE
The weighted average life of an Offered Certificate (other than the Class X
Certificates) refers to the average amount of time that will elapse from the
date of its issuance until each dollar allocable to principal of such
Certificate is distributed to the investor. The weighted average life of an
Offered Certificate will be influenced by, among other things, the rate at
which principal on the Mortgage Loans is paid or otherwise collected, which
may be in the form of scheduled amortization, voluntary prepayments, Insurance
and Condemnation Proceeds and Liquidation Proceeds.
Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this Prospectus Supplement is the "Constant
Prepayment Rate" or "CPR" model. The CPR model represents an assumed constant
annual rate of prepayment each month, expressed as a per annum percentage of
the then-scheduled principal balance of the pool of mortgage loans. As used in
each of the following tables, the column headed "0% CPR" assumes that none of
the Mortgage Loans is prepaid before maturity. The columns headed "3% CPR",
"6% CPR", "9% CPR" and "12% CPR" assume that prepayments on the Mortgage Loans
are made at those levels of CPR following the expiration of any Lock-out
Period. There is no assurance, however, that prepayments of the Mortgage Loans
will conform to any level of CPR, and no representation is made that the
Mortgage Loans will prepay at the levels of CPR shown or at any other
prepayment rate.
The following tables indicate the percentage of the initial Certificate
Balance of each Class of the Offered Certificates (other than the Class X
Certificates) that would be outstanding after each of the dates shown at
various CPRs and the corresponding weighted average life of each such Class of
Certificates. The tables have been prepared on the basis of the following
assumptions, among others: (i) scheduled monthly payments of principal and
interest on the Mortgage Loans, in each case prior to any prepayment of the
Mortgage Loan, will be timely received (with no defaults) and will be
distributed on the 19th day of each month commencing in January 1997; (ii) the
Mortgage Rate in effect for each Mortgage Loan as of the Cut-off Date will
remain in effect to maturity; (iii) the monthly principal and interest payment
due for each Mortgage Loan on the first Due Date following the Cut-off Date
will continue to be due on each Due Date until maturity (except with respect
to 48 Mortgage Loans (those whose borrower affiliation is identified as
"Cardinal" on Exhibit A hereto), representing approximately 20.30% of the
Initial Pool Balance, on which principal payments are not required until
approximately 3 years after origination); (iv) any principal prepayments on
the Mortgage Loans will be received on their respective Due Dates after the
expiration of any applicable Lock-out Period at the respective levels of CPR
set forth in the tables; (v) the Mortgage Loan Sellers will not be required to
repurchase any Mortgage Loan, and none of the Servicer, the Special Servicer,
the holders of the Controlling Class or the holders of the Class LR
Certificates will exercise its option to purchase all the Mortgage Loans and
thereby cause an early termination of the Trust Fund; (vi) no Prepayment
Premiums or Yield Maintenance Charges are included in any allocations or
calculations; (vii) any principal prepayments received on the Mortgage Loans
are prepayments in full and (viii) the Closing Date is December 18, 1996. To
the extent that the Mortgage Loans have characteristics that differ from those
assumed in preparing the tables set forth below, a Class of Offered
Certificates (other than the Class X Certificates) may mature earlier or later
than indicated by the tables. It is highly unlikely that the Mortgage Loans
will prepay at any constant rate until maturity or that all the Mortgage Loans
will prepay at the same rate. In addition, variations in the actual prepayment
experience and the balance of the Mortgage Loans that prepay may increase or
decrease the percentages of initial Certificate Balances (and weighted average
lives) shown in the following tables. Such variations may occur even if the
average prepayment experience of the Mortgage Loans were to equal any of the
specified CPR percentages. Investors are urged to conduct their own analyses
of the rates at which the Mortgage Loans may be expected to prepay. Based on
the foregoing assumptions, the following tables indicate the resulting
weighted average lives of each Class of Offered Certificates (other than the
Class X Certificates) and set forth the percentage of the initial Certificate
Balance of such Class of the Offered Certificate that would be outstanding
after each of the dates shown at the indicated CPRs.
S-79
<PAGE>
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- -------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent ........... 100 100 100 100 100
December 19, 1997 ......... 97 96 95 94 93
December 19, 1998 ......... 93 90 87 85 82
December 19, 1999 ......... 89 78 68 58 48
December 19, 2000 ......... 83 59 36 14 0
December 19, 2001 ......... 77 41 6 0 0
December 19, 2002 ......... 49 4 0 0 0
December 19, 2003 ......... 0 0 0 0 0
December 19, 2004 ......... 0 0 0 0 0
December 19, 2005 ......... 0 0 0 0 0
December 19, 2006 ......... 0 0 0 0 0
Weighted Average Life
(Years) (A) .............. 5.4 4.3 3.5 3.0 2.8
Estimated First Principal 1/19/97 1/19/97 1/19/97 1/19/97 1/19/97
Estimated Maturity ........ 7/19/03 2/19/03 3/19/02 4/19/01 11/19/00
</TABLE>
- ------------
(A) The weighted average life of the Class A-1 Certificates is determined
by (i) multiplying the amount of each principal distribution thereon by
the number of years from the date of issuance of the Class A-1
Certificates to the related Distribution Date, (ii) summing the results
and (iii) dividing the sum by the aggregate amount of the reductions in
the principal balance of such Class A-1 Certificates.
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-2 CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- -------------------------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Initial Percent ........... 100 100 100 100 100
December 19, 1997 ......... 100 100 100 100 100
December 19, 1998 ......... 100 100 100 100 100
December 19, 1999 ......... 100 100 100 100 100
December 19, 2000 ......... 100 100 100 100 97
December 19, 2001 ......... 100 100 100 89 76
December 19, 2002 ......... 100 100 84 68 53
December 19, 2003 ......... 99 78 60 43 29
December 19, 2004 ......... 96 72 51 32 16
December 19, 2005 ......... 92 64 41 22 5
December 19, 2006 ......... 0 0 0 0 0
Weighted Average Life
(Years) (A) .............. 9.1 8.4 7.7 7.0 6.3
Estimated First Principal 8/19/03 2/19/03 3/19/02 4/19/01 11/19/00
Estimated Maturity ........ 9/19/06 8/19/06 2/19/06 1/19/06 1/19/06
</TABLE>
- ------------
(A) The weighted average life of the Class A-2 Certificates is determined
by (i) multiplying the amount of each principal distribution thereon by
the number of years from the date of issuance of the Class A-2
Certificates to the related Distribution Date, (ii) summing the results
and (iii) dividing the sum by the aggregate amount of the reductions in
the principal balance of such Class A-2 Certificates.
S-80
<PAGE>
PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS B CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- -------------------------- ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent ........... 100 100 100 100 100
December 19, 1997 ......... 100 100 100 100 100
December 19, 1998 ......... 100 100 100 100 100
December 19, 1999 ......... 100 100 100 100 100
December 19, 2000 ......... 100 100 100 100 100
December 19, 2001 ......... 100 100 100 100 100
December 19, 2002 ......... 100 100 100 100 100
December 19, 2003 ......... 100 100 100 100 100
December 19, 2004 ......... 100 100 100 100 100
December 19, 2005 ......... 100 100 100 100 100
December 19, 2006 ......... 0 0 0 0 0
Weighted Average Life
(Years) (A) .............. 9.8 9.7 9.3 9.2 9.1
Estimated First Principal 9/19/06 8/19/06 2/19/06 1/19/06 1/19/06
Estimated Maturity ........ 10/19/06 9/19/06 8/19/06 2/19/06 2/19/06
</TABLE>
- ------------
(A) The weighted average life of the Class B Certificates is determined by
(i) multiplying the amount of each principal distribution thereon by
the number of years from the date of issuance of the Class B
Certificates to the related Distribution Date, (ii) summing the results
and (iii) dividing the sum by the aggregate amount of the reductions in
the principal balance of such Class B Certificates.
PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS C CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- -------------------------- ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent ........... 100 100 100 100 100
December 19, 1997 ......... 100 100 100 100 100
December 19, 1998 ......... 100 100 100 100 100
December 19, 1999 ......... 100 100 100 100 100
December 19, 2000 ......... 100 100 100 100 100
December 19, 2001 ......... 100 100 100 100 100
December 19, 2002 ......... 100 100 100 100 100
December 19, 2003 ......... 100 100 100 100 100
December 19, 2004 ......... 100 100 100 100 100
December 19, 2005 ......... 100 100 100 100 100
December 19, 2006 ......... 0 0 0 0 0
Weighted Average Life
(Years) (A) .............. 9.9 9.8 9.7 9.4 9.2
Estimated First Principal 10/19/06 9/19/06 8/19/06 2/19/06 2/19/06
Estimated Maturity ........ 11/19/06 10/19/06 9/19/06 9/19/06 2/19/06
</TABLE>
- ------------
(A) The weighted average life of the Class C Certificates is determined by
(i) multiplying the amount of each principal distribution thereon by
the number of years from the date of issuance of the Class C
Certificates to the related Distribution Date, (ii) summing the results
and (iii) dividing the sum by the aggregate amount of the reductions in
the principal balance of such Class C Certificates.
S-81
<PAGE>
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- -------------------------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent ........... 100 100 100 100 100
December 19, 1997 ......... 100 100 100 100 100
December 19, 1998 ......... 100 100 100 100 100
December 19, 1999 ......... 100 100 100 100 100
December 19, 2000 ......... 100 100 100 100 100
December 19, 2001 ......... 100 100 100 100 100
December 19, 2002 ......... 100 100 100 100 100
December 19, 2003 ......... 100 100 100 100 100
December 19, 2004 ......... 100 100 100 100 100
December 19, 2005 ......... 100 100 100 100 100
December 19, 2006 ......... 0 0 0 0 0
Weighted Average Life
(Years) (A) .............. 9.9 9.9 9.8 9.8 9.5
Estimated First Principal 11/19/06 10/19/06 9/19/06 9/19/06 2/19/06
Estimated Maturity ........ 11/19/06 11/19/06 11/19/06 9/19/06 9/19/06
</TABLE>
- ------------
(A) The weighted average life of the Class D Certificates is determined by
(i) multiplying the amount of each principal distribution thereon by
the number of years from the date of issuance of the Class D
Certificates to the related Distribution Date, (ii) summing the results
and (iii) dividing the sum by the aggregate amount of the reductions in
the principal balance of such Class D Certificates.
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS E CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- -------------------------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent ........... 100 100 100 100 100
December 19, 1997 ......... 100 100 100 100 100
December 19, 1998 ......... 100 100 100 100 100
December 19, 1999 ......... 100 100 100 100 100
December 19, 2000 ......... 100 100 100 100 100
December 19, 2001 ......... 100 100 100 100 100
December 19, 2002 ......... 100 100 100 100 100
December 19, 2003 ......... 100 100 100 100 100
December 19, 2004 ......... 100 100 100 100 100
December 19, 2005 ......... 100 100 100 100 100
December 19, 2006 ......... 0 0 0 0 0
Weighted Average Life
(Years) (A) .............. 9.9 9.9 9.9 9.8 9.8
Estimated First Principal 11/19/06 11/19/06 11/19/06 9/19/06 9/19/06
Estimated Maturity ........ 11/19/06 11/19/06 11/19/06 10/19/06 9/19/06
</TABLE>
- ------------
(A) The weighted average life of the Class E Certificates is determined by
(i) multiplying the amount of each principal distribution thereon by
the number of years from the date of issuance of the Class E
Certificates to the related Distribution Date, (ii) summing the results
and (iii) dividing the sum by the aggregate amount of the reductions in
the principal balance of such Class E Certificates.
S-82
<PAGE>
YIELD SENSITIVITY OF THE CLASS X CERTIFICATES
The yield to maturity on the Class X Certificates will be extremely
sensitive to the rate and timing of principal payments (including
prepayments), principal losses and interest rate reductions due to
modifications on the Mortgage Loans and to other factors set forth above.
Investors should fully consider the associated risks, including the risk that
a rapid rate of principal payments or principal losses on the Mortgage Pool
could result in the failure by investors in the Class X Certificates to fully
recoup their initial investments.
ANY OPTIONAL TERMINATION BY THE SPECIAL SERVICER, THE SERVICER, THE HOLDERS
OF THE CONTROLLING CLASS OR THE HOLDERS OF THE CLASS LR CERTIFICATES WOULD
RESULT IN PREPAYMENT IN FULL OF THE CERTIFICATES AND WOULD HAVE AN ADVERSE
EFFECT ON THE YIELD OF THE CLASS X CERTIFICATES BECAUSE A TERMINATION WOULD
HAVE AN EFFECT SIMILAR TO A PRINCIPAL PREPAYMENT IN FULL OF THE MORTGAGE LOANS
(WITHOUT, HOWEVER, THE PAYMENT OF ANY PREPAYMENT PREMIUMS OR YIELD MAINTENANCE
CHARGES) AND, AS A RESULT, INVESTORS IN THE CLASS X CERTIFICATES AND ANY OTHER
CERTIFICATES PURCHASED AT PREMIUM MIGHT NOT FULLY RECOUP THEIR INITIAL
INVESTMENT. SEE "DESCRIPTION OF THE CERTIFICATES--TERMINATION; RETIREMENT OF
CERTIFICATES" HEREIN.
The table below indicates the sensitivity of the pre-tax corporate bond
equivalent yields to maturity of the Class X Certificates at various prices
and constant prepayment rates. The allocations and calculations do not take
account of any Prepayment Premiums or Yield Maintenance Charges. The yields
set forth in the table were calculated by determining the monthly discount
rates that, when applied to the assumed stream of cash flows to be paid on the
Class X Certificates, would cause the discounted present value of such assumed
stream of cash flows to equal the assumed purchase prices plus accrued
interest of such Class of Certificates and converting such monthly rates to
corporate bond equivalent rates. Such calculations do not take into account
variations that may occur in the interest rates at which investors may be able
to reinvest funds received by them as distributions on the Class X
Certificates and consequently do not purport to reflect the return on any
investment in such Class of Certificates when such reinvestment rates are
considered.
The table below has been prepared based on the assumption that
distributions are made in accordance with "Description of the Certificates"
above and on the assumptions described in clauses (i) through (viii) on page
S-79 and with the assumed respective purchase prices (as a percentage of the
initial Notional Amount of the Class X Certificates) of the Class X
Certificates set forth in the table, plus accrued interest thereon from
December 1, 1996.
SENSITIVITY TO PRINCIPAL PREPAYMENTS OF THE PRE-TAX YIELDS TO MATURITY
OF THE CLASS X CERTIFICATES
<TABLE>
<CAPTION>
ASSUMED PURCHASE PRICE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- ---------------------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
8.500% 9.45% 7.75% 6.05% 4.37% 2.69%
8.750% 8.68% 6.98% 5.27% 3.59% 1.90%
9.000% 7.95% 6.24% 4.53% 2.84% 1.15%
</TABLE>
THERE CAN BE NO ASSURANCE THAT THE MORTGAGE LOANS WILL PREPAY AT ANY OF THE
RATES SHOWN IN THE TABLE OR AT ANY OTHER PARTICULAR RATE, THAT THE CASH FLOWS
ON THE CLASS X CERTIFICATES WILL CORRESPOND TO THE CASH FLOWS ASSUMED FOR
PURPOSES OF THE ABOVE TABLE OR THAT THE AGGREGATE PURCHASE PRICE OF THE CLASS
X CERTIFICATES WILL BE AS ASSUMED. IN ADDITION, IT IS UNLIKELY THAT THE
MORTGAGE LOANS WILL PREPAY AT ANY OF THE SPECIFIED PERCENTAGES OF CPR UNTIL
MATURITY OR THAT ALL THE MORTGAGE LOANS WILL SO PREPAY AT THE SAME RATE.
TIMING OF CHANGES IN THE RATE OF PREPAYMENTS MAY SIGNIFICANTLY AFFECT THE
ACTUAL YIELD TO MATURITY TO INVESTORS, EVEN IF THE AVERAGE RATE OF PRINCIPAL
PREPAYMENTS IS CONSISTENT WITH THE EXPECTATIONS OF INVESTORS. INVESTORS MUST
MAKE THEIR OWN DECISIONS AS TO THE APPROPRIATE PREPAYMENT ASSUMPTION TO BE
USED IN DECIDING WHETHER TO PURCHASE THE CLASS X CERTIFICATES.
S-83
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Upon the issuance of the Certificates, Cadwalader, Wickersham & Taft,
counsel to the Depositor, will deliver its opinion that, assuming (i) the
making of an appropriate election, (ii) compliance with the provisions of the
Pooling and Servicing Agreement and (iii) compliance with applicable changes
in the Code, including the REMIC Provisions, for federal income tax purposes,
the Trust Fund will qualify as two separate real estate mortgage investment
conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively, and
each a "REMIC") within the meaning of Sections 860A through 860G (the "REMIC
Provisions") of the Code, and (i) the Class A-1, Class A-2, Class X, Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificates will
evidence the "regular interests" in the Upper-Tier REMIC and (ii) the Class R
and Class LR Certificates will be the sole classes of "residual interests" in
the Upper-Tier REMIC and Lower-Tier REMIC, respectively, within the meaning of
the REMIC Provisions in effect on the date hereof. The Offered Certificates
are "Regular Certificates" as defined in the Prospectus.
Because they represent regular interests, each Class of Offered
Certificates generally will be treated as newly originated debt instruments
for federal income tax purposes. Holders of such Classes of Certificates will
be required to include in income all interest on such Certificates in
accordance with the accrual method of accounting, regardless of a
Certificateholder's usual method of accounting. It is anticipated that the
Class E Certificates will be issued with OID in an amount equal to the excess
of the initial Certificate Balances thereof over their respective issue prices
(including accrued interest). In addition, it is expected that the Class A-1,
Class A-2 and Class B Certificates will be issued at a premium and that the
Class C and Class D Certificates will be issued with de minimis OID for
federal income tax purposes. The prepayment assumption that will be used in
determining the rate of accrual of OID and that may be used to amortize
premium, if any, for federal income tax purposes will be based on the
assumption that subsequent to the date of any determination the Mortgage Loans
will prepay at a rate equal to a CPR of 0% (the "Prepayment Assumption"). No
representation is made that the Mortgage Loans will prepay at that rate or at
any other rate. See "Certain Federal Income Tax Consequences--Federal Income
Tax Consequences for REMIC Certificates--Taxation of Regular
Certificates--Original Issue Discount" and "--Premium" in the Prospectus.
Although unclear for federal income tax purposes, it is anticipated that
the Class X Certificates will be considered to be issued with OID in an amount
equal to the excess of all distributions of interest expected to be received
thereon (assuming the weighted average of the Pass-Through Rate changes in
accordance with the Prepayment Assumption) over their issue price (including
accrued interest). Any "negative" amounts of OID on the Class X Certificates
attributable to rapid prepayments with respect to the Mortgage Loans will not
be deductible currently, but may be offset against future positive accruals of
OID, if any. Finally, a holder of a Class X Certificate may be entitled to a
loss deduction to the extent it becomes certain that such holder will not
recover a portion of its basis in such Certificate, assuming no further
prepayments. In the alternative, it is possible that rules similar to the
"noncontingent bond method" of the contingent interest rules in the OID
Regulations, as amended on June 12, 1996, may be promulgated with respect to
the Class X Certificates. See "Certain Federal Income Taxes--Federal Income
Tax Consequences for REMIC Certificates--Taxation of Regular
Certificates--Original Issue Discount" in the Prospectus. Under the
noncontingent bond method, if the interest payable for any period is greater
or less than the amount projected, the amount of income included for that
period would be either increased or decreased accordingly. Any net reduction
in the income accrual for the taxable year below zero (a "Negative
Adjustment") would be treated by a Certificateholder as ordinary loss to the
extent of prior income accruals and would be carried forward to offset future
interest accruals. At maturity, any remaining Negative Adjustment would be
treated as a loss on retirement of the Certificate. The legislative history of
relevant Code provisions indicates, however, that negative amounts of OID on
an instrument such as a REMIC regular interest may not give rise to taxable
losses in any accrual period prior to the instrument's disposition or
retirement. Thus, it is not clear whether any losses resulting from a Negative
Adjustment would be recognized currently or be carried forward until
disposition or retirement of the debt obligation.
S-84
<PAGE>
Prepayment Premiums and Yield Maintenance Charges actually collected will
be distributed among the holders of the respective Classes of Certificates as
described herein under "Description of the Certificates--Allocation of
Prepayment Premiums and Yield Maintenance Charges." It is not entirely clear
under the Code when the amount of Prepayment Premiums or Yield Maintenance
Charges so allocated should be taxed to the holder of an Offered Certificate,
but it is not expected, for federal income tax reporting purposes, that
Prepayment Premiums and Yield Maintenance Charges will be treated as giving
rise to any income to the holder of an Offered Certificate prior to the
Servicer's actual receipt of a Prepayment Premium or Yield Maintenance Charge.
It appears that Prepayment Premiums and Yield Maintenance Charges, if any,
will be treated as ordinary income rather than capital gain. However, that is
not entirely clear and Certificateholders should consult their own tax
advisers concerning the treatment of Prepayment Premiums and Yield Maintenance
Charges.
The Offered Certificates will be treated as "real estate assets" within the
meaning of Section 856(c)(5)(A) of the Code, and interest (including OID, if
any) on the Offered Certificates will be interest described in Section
856(c)(3)(B) of the Code. Moreover, the Offered Certificates will be
"qualified mortgages" within the meaning of Section 860G(a)(3) of the Code.
The Offered Certificates will be treated as "loans . . . secured by an
interest in real property which is . . . residential real property" to the
extent described in the Prospectus. As of the Cut-off Date, Mortgage Loans
secured by multifamily properties represented approximately 97.90% of the
Initial Pool Balance and loans secured by mobile home community properties
represented 2.10% of the Initial Pool Balance. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Status
of REMIC Certificates" in the Prospectus.
For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates --
Taxation of Regular Certificates" in the Prospectus.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the underwriting
agreement, dated the date hereof (the "Underwriting Agreement"), between Chase
Securities Inc. and PaineWebber Incorporated (collectively, the
"Underwriters") and the Depositor, the Depositor has agreed to sell to the
Underwriters, and each Underwriter has severally but not jointly agreed to
purchase from the Depositor, one-half of the respective Certificate Balances,
or Notional Amounts, as applicable, of each Class of the Offered Certificates.
In the Underwriting Agreement, the Underwriters have severally agreed,
subject to the terms and conditions set forth therein, to purchase all the
Offered Certificates if any Offered Certificates are purchased. In the event
of a default by any Underwriter, the Underwriting Agreement provides that, in
certain circumstances, purchase commitments of the nondefaulting Underwriters
may be increased or the Underwriting Agreement may be terminated. Further, the
Depositor has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Depositor has been advised by the Underwriters that they propose to
offer the Offered Certificates to the public from time to time in one or more
negotiated transactions, or otherwise, at varying prices to be determined at
the time of sale. Proceeds to the Depositor from the sale of Offered
Certificates before deducting expenses payable by the Depositor, estimated to
be approximately $1,100,000, will be 110.320% of the initial aggregate
Certificate Balance of the Offered Certificates, plus accrued interest on the
Offered Certificates from the Cut-off Date. The Underwriters may effect such
transactions by selling Offered Certificates to or through dealers, and such
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriters. In connection with the
purchase and sale of the Offered Certificates offered hereby, the Underwriters
may be deemed to have received compensation from the Depositor in the form of
underwriting discounts.
Chase Securities Inc. is an affiliate of the Depositor and Chase, one of
the Mortgage Loan Sellers which is also acting as the Servicer.
PaineWebber Incorporated is an affiliate of PWRES, one of the Mortgage Loan
Sellers.
S-85
<PAGE>
There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue. The
Underwriters expect to make, but are not obligated to make, a secondary market
in the Offered Certificates. The primary source of ongoing information
available to investors concerning the Offered Certificates will be the monthly
statements discussed in the Prospectus under "Description of the
Certificates--Reports to Certificateholders," which will include information
as to the outstanding principal balance of the Offered Certificates and the
status of the applicable form of credit enhancement. Except as described
herein under "Description of the Certificates--Reports to Certificateholders;
Certain Available Information," there can be no assurance that any additional
information regarding the Offered Certificates will be available through any
other source. In addition, the Depositor is not aware of any source through
which price information about the Offered Certificates will be generally
available on an ongoing basis. The limited nature of such information
regarding the Offered Certificates may adversely affect the liquidity of the
Offered Certificates, even if a secondary market for the Offered Certificates
becomes available.
If and to the extent required by applicable law or regulation, this
Prospectus Supplement and the Prospectus will be used by Chase Securities
Inc. in connection with offers and sales related to market-making
transactions in the Offered Certificates with respect to which Chase
Securities Inc. acts as principal. Chase Securities Inc. may also act as
agent in such transactions. Sales may be made at negotiated prices determined
at the time of sale.
LEGAL MATTERS
The validity of the Certificates will be passed upon for the Depositor by
Cadwalader, Wickersham & Taft, New York, New York, and for the Underwriters by
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain federal
income tax matters and other matters also will be passed upon for the
Depositor by Cadwalader, Wickersham & Taft.
RATING
It is a condition to issuance that the Offered Certificates be rated not
lower than the following ratings by DCR and S&P:
<TABLE>
<CAPTION>
CLASS DCR S&P
- --------- -------- -------
<S> <C> <C>
A-1 ...... AAA AAA
A-2 ...... AAA AAA
X ........ AAA *
B ........ AA AA
C ........ A A
D ........ BBB BBB
E ........ BBB- BBB-
</TABLE>
- ------------
* Not rated by S&P.
A securities rating on mortgage pass-through certificates addresses the
likelihood of the receipt by holders thereof of payments to which they are
entitled. The rating takes into consideration the credit quality of the
mortgage pool, structural and legal aspects associated with the certificates,
and the extent to which the payment stream from the mortgage pool is adequate
to make payments required under the certificates. The ratings on the Offered
Certificates do not, however, constitute a statement regarding the likelihood
or frequency of prepayments (whether voluntary or involuntary) on the Mortgage
Loans. In addition, a rating does not address the likelihood or frequency of
voluntary or mandatory prepayments of Mortgage Loans, payments of default
interest, or whether and to what extent payments of Prepayment Premiums or
Yield Maintenance Charges will be received or the corresponding effect on
yield to investors. DCR's rating on the Class X Certificates does not address
the possibility that Certificateholders might suffer a lower than anticipated
yield or that if there is a rapid rate of principal payments (including
voluntary and involuntary prepayments) or principal losses on the Mortgage
Loans, investors in such Class of Certificates could fail to recover their
initial investment.
S-86
<PAGE>
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
thereof and, if so, what such rating would be. A rating assigned to any Class
of Offered Certificates by a rating agency that has not been requested by the
Depositor to do so may be lower than the rating assigned thereto by DCR 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 agency.
LEGAL INVESTMENT
None of the Offered Certificates will be "mortgage related securities" for
purposes of SMMEA. 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 the Offered
Certificates, is subject to significant interpretive uncertainties.
The Depositor makes no representation as to the proper characterization of
any Class of Offered Certificates for legal investment or other purposes, or
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 constitute legal
investments for them or are subject to investment, capital or other
restrictions.
See "Legal Investment" in the Prospectus.
ERISA CONSIDERATIONS
A fiduciary of any employee benefit plan or other retirement plan or
arrangement, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which such
plans, annuities, accounts or arrangements are invested, including insurance
company general accounts, that is subject to the fiduciary responsibility
rules of ERISA, or Section 4975 of the Code (an "ERISA Plan") or which is a
governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (collectively, with
an ERISA Plan, a "Plan") should review with its legal advisors whether the
purchase or holding of Offered Certificates could give rise to a transaction
that is prohibited or is not otherwise permitted either under ERISA, the Code
or Similar Law or whether there exists any statutory or administrative
exemption applicable thereto. Moreover, each Plan fiduciary should determine
whether an investment in the Offered Certificates is appropriate for the Plan,
taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio.
The U.S. Department of Labor has issued to Chase Securities Inc. and
PaineWebber Incorporated individual prohibited transaction exemptions, PTE
90-33, 55 Fed. Reg. 23, 151 (June 6, 1990) and PTE 90-36, 55 Fed. Reg. 25,903
(June 25, 1990), respectively (collectively, the "Exemptions"), which
generally exempt from the application of the prohibited transaction
provisions of Section 406 of ERISA, and the excise taxes imposed on such
prohibited transactions pursuant to Sections 4975(a) and (b) of the Code,
certain transactions, among others, relating to the servicing and operation
of mortgage pools, such as the Mortgage Pool, and the purchase, sale and
holding of mortgage pass-through certificates, such as the Senior
Certificates, underwritten by an Underwriter, provided that certain
conditions set forth in the Exemptions are satisfied.
The Exemptions set forth six general conditions which must be satisfied for
a transaction involving the purchase, sale and holding of the Senior
Certificates to be eligible for exemptive relief thereunder. First, the
acquisition of the Senior Certificates by a Plan must be on terms that are at
least as favorable to the Plan as they would be in an arms-length transaction
with an unrelated party. Second, the rights and interests evidenced by the
Senior Certificates must not be subordinated to the rights and interests
S-87
<PAGE>
evidenced by the other certificates of the same trust. Third, the Senior
Certificates at the time of acquisition by the Plan must be rated in one of
the three highest generic rating categories by S&P, Moody's Investors Service,
Inc. ("Moody's"), DCR or Fitch Rating Services, L.P. ("Fitch"). Fourth, the
Trustee cannot be an affiliate of any other member of the "Restricted Group",
which consists of any Underwriter, the Depositor, the Trustee, the Servicer,
the Special Servicer, any sub-servicer and any mortgagor with respect to
Mortgage Loans constituting more than 5% of the aggregate unamortized
principal balance of the Mortgage Loans as of the date of initial issuance of
the Senior Certificates. Fifth, the sum of all payments made to and retained
by the Underwriters must represent not more than reasonable compensation for
underwriting the Senior Certificates, the sum of all payments made to and
retained by the Depositor pursuant to the assignment of the Mortgage Loans to
the Trust Fund must represent not more than the fair market value of such
obligations and the sum of all payments made to and retained by the Servicer,
the Special Servicer and any sub-servicer must represent not more than
reasonable compensation for such person's services under the Pooling and
Servicing Agreement and reimbursement of such person's reasonable expenses in
connection therewith. Sixth, the investing Plan must be an accredited investor
as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
Because the Class A and Class X Certificates are not subordinated to any
other Class of Certificates, the second general condition set forth above is
satisfied with respect to such Certificates. It is a condition of the issuance
of the Class A Certificates that they be rated not lower than "AAA" by S&P and
DCR, and it is a condition of the issuance of the Class X Certificates that
they be rated no lower than "AAA" by DCR. As of the Closing Date, the fourth
general condition set forth above will be satisfied with respect to the Senior
Certificates. A fiduciary of a Plan contemplating purchasing a Class A or
Class X Certificate in the secondary market must make its own determination
that, at the time of such purchase the Class A or Class X Certificates
continue to satisfy the third and fourth general conditions set forth above. A
fiduciary of a Plan contemplating purchasing a Senior Certificate, whether in
the initial issuance of such Certificates or in the secondary market, must
make its own determination that the first, fifth and sixth general conditions
set forth above will be satisfied with respect to such Senior Certificate.
The Exemptions also require that the Trust Fund meet the following
requirements: (i) the Trust Fund must consist solely of assets of the type
that have been included in other investment pools; (ii) certificates in such
other investment pools must have been rated in one of the three highest
categories of S&P's, Moody's, Fitch or DCR for at least one year prior to the
Plan's acquisition of Senior Certificates; and (iii) certificates in such
other investment pools must have been purchased by investors other than Plans
for at least one year prior to any Plan's acquisition of Senior Certificates.
If the general conditions of the Exemptions are satisfied, the Exemptions
may provide an exemption from the restrictions imposed by Sections 406(a) and
407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and
(b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code)
in connection with (i) the direct or indirect sale, exchange or transfer of
Senior Certificates in the initial issuance of Certificates between the
Depositor or an Underwriter and a Plan when the Depositor, an Underwriter, the
Trustee, the Servicer, the Special Servicer, a sub-servicer, the Fiscal Agent
or a mortgagor is a Party in Interest with respect to the investing Plan, (ii)
the direct or indirect acquisition or disposition in the secondary market of
the Senior Certificates by a Plan and (iii) the holding of Senior Certificates
by a Plan. However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of a
Senior Certificate on behalf of an "Excluded Plan" or any person who has
discretionary authority or renders investment advice with respect to the
assets of such Excluded Plan. For purposes hereof, an Excluded Plan is a Plan
sponsored by any member of the Restricted Group.
If certain specific conditions of the Exemptions are also satisfied, the
Exemptions may provide an exemption from the restrictions imposed by Sections
406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E)
of the Code in connection with (1) the direct or indirect sale, exchange or
transfer of Senior 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
S-88
<PAGE>
with respect to the investment of Plan assets in such Certificates is (a) a
mortgagor with respect to 5% or less of the fair market value of the Mortgage
Loans or (b) an affiliate of such a person, (2) the direct or indirect
acquisition or disposition in the secondary market of Senior Certificates by a
Plan and (3) the holding of Senior Certificates by a Plan.
Further, if certain specific conditions of the Exemption are satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a)
and (b) of the Code by reason of Section 4975(c) of the Code for transactions
in connection with the servicing, management and operation of the Mortgage
Pool.
Before purchasing a Senior Certificate, a fiduciary of a Plan should itself
confirm that (i) the Senior Certificates constitute "certificates" for
purposes of the Exemptions and (ii) the specific and general conditions and
the other requirements set forth in the Exemptions would be satisfied. In
addition to making its own determination as to the availability of the
exemptive relief provided in the Exemptions, the Plan fiduciary should
consider the availability of any other prohibited transaction exemptions,
including with respect to governmental plans, any exemptive relief afforded
under Similar Laws. See "ERISA Considerations" in the Prospectus. A purchaser
of a Senior Certificate should be aware, however, that even if the conditions
specified in one or more exemptions are satisfied, the scope of relief
provided by an exemption may not cover all acts which might be construed as
prohibited transactions.
BECAUSE THE CHARACTERISTICS OF THE SUBORDINATE OFFERED CERTIFICATES DO NOT
MEET THE REQUIREMENTS OF THE EXEMPTIONS, THE PURCHASE OR HOLDING OF SUCH
CERTIFICATES BY A PLAN MAY RESULT IN PROHIBITED TRANSACTIONS OR THE IMPOSITION
OF EXCISE TAXES OR CIVIL PENALTIES. IN NO EVENT MAY ANY TRANSFER OF A
SUBORDINATE OFFERED CERTIFICATE OR ANY INTEREST THEREIN BE MADE TO A PLAN OR
TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR
INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF A PLAN, UNLESS THE PURCHASE AND HOLDING OF SUCH CERTIFICATE OR
INTEREST THEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF
SECTION 406 OF ERISA AND THE RELATED EXCISE TAX PROVISIONS OF SECTION 4975 OF
THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, WHICH PROVIDES AN
EXEMPTION FROM THE PROHIBITED TRANSACTION RULES FOR CERTAIN TRANSACTIONS
INVOLVING AN INSURANCE COMPANY GENERAL ACCOUNT. ANY SUCH PLAN OR PERSON TO
WHOM A TRANSFER OF ANY SUCH CERTIFICATE OR INTEREST THEREIN IS MADE SHALL BE
DEEMED TO HAVE REPRESENTED TO THE DEPOSITOR, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE FISCAL AGENT, THE UNDERWRITERS, ANY SUB-SERVICER
AND ANY BORROWER WITH RESPECT TO THE MORTGAGE LOANS THAT THE PURCHASE AND
HOLDING OF SUCH CERTIFICATE OR INTEREST THEREIN IS SO EXEMPT ON THE BASIS OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60. See "ERISA Considerations" in
the Prospectus. Any Plan fiduciary considering whether to purchase an Offered
Certificate on behalf of a Plan should consult with its counsel regarding the
applicability of the fiduciary responsibility and prohibited transaction
provisions of ERISA and the Code to such investment.
The sale of Certificates to a Plan is in no respect a representation by the
Depositor or Underwriters that this investment meets all relevant legal
requirements with respect to investments by Plans generally or any particular
Plan, or that this investment is appropriate for Plans generally or any
particular Plan.
S-89
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
<TABLE>
<CAPTION>
<S> <C>
ADA ............................................................... S-28
Adjusted Net Operating Income ..................................... S-42
Administrative Cost Rate .......................................... S-67
Advances .......................................................... S-19, S-59
Affiliate Debt .................................................... S-25
Appraisal Reduction ............................................... S-60
Appraisal Reduction Amount ........................................ S-60
Appraisal Reduction Event ......................................... S-59
Asset Status Report ............................................... S-66
Assumed Final Distribution Date ................................... S-56
Assumed Scheduled Payment ......................................... S-54
Authenticating Agent .............................................. S-49
Available Distribution Amount ..................................... S-16, S-51
Balloon Payment ................................................... S-14
Base Interest Fraction ............................................ S-56
Cardinal .......................................................... S-24
Cash Collateral Accounts .......................................... S-48
Certificate Account ............................................... S-51
Certificate Balance ............................................... S-4, S-49
Certificate Owner ................................................. S-10
Certificate Registrar ............................................. S-49
Certificates ...................................................... S-1, S-48
Chase ............................................................. S-9
Class ............................................................. S-1, S-48
Class A Certificates .............................................. S-1, S-48
Class X Pass-Through Rate ......................................... S-54
Closing Date ...................................................... S-1
Code .............................................................. S-22
Collateral Support Deficit ........................................ S-20, S-58
Constant Prepayment Rate .......................................... S-79
Controlling Class ................................................. S-66
Controlling Class Certificateholder ............................... S-66
Corrected Mortgage Loan ........................................... S-66
CPR ............................................................... S-79
Cross-Over Date ................................................... S-53
Cut-off Date ...................................................... S-3
Cut-off Date Balance .............................................. S-28
DCR ............................................................... S-3, S-21
Debt Service Coverage Ratio ....................................... S-37
Defeasance Date ................................................... S-34
Defeasance Option ................................................. S-33
Definitive Certificate ............................................ S-10
Determination Date ................................................ S-60
Directing Certificateholder ....................................... S-66
Discount Rate ..................................................... S-30
Distributable Certificate Interest ................................ S-16, S-54
Distribution Accounts ............................................. S-51
Distribution Date ................................................. S-4, S-50
Distribution Date Statement ....................................... S-61
DSCR .............................................................. S-37
DTC ............................................................... S-1
Due Date .......................................................... S-14
Due Period ........................................................ S-51
ERISA ............................................................. S-22
ERISA Plan ........................................................ S-87
Events of Default ................................................. S-75
Excluded Plan ..................................................... S-88
Exemptions ........................................................ S-23, S-87
Extension Adviser ................................................. S-70
FIRREA ............................................................ S-40
Fitch ............................................................. S-88
Form 8-K .......................................................... S-34
Hazardous Materials ............................................... S-46
Initial Pool Balance .............................................. S-3
Insignia .......................................................... S-24
Interest Accrual Period ........................................... S-4
Interest Distribution Amount ...................................... S-16, S-54
IRS ............................................................... S-72
Lexford ........................................................... S-43
Liquidation Fee ................................................... S-68
Liquidation Fee Rate .............................................. S-68
Lock Box Accounts ................................................. S-48
Lock Box Mortgage Loans ........................................... S-48
Lock-out Period ................................................... S-29
Lower-Tier Distribution Account ................................... S-51
Lower-Tier Interests .............................................. S-16
Lower-Tier REMIC .................................................. S-3, S-16,
S-84
LTV Ratio ......................................................... S-38
Mid-America ....................................................... S-43
Monthly Payments .................................................. S-14
Moody's ........................................................... S-88
Mortgage .......................................................... S-28
Mortgage Loan ..................................................... S-55
Mortgage Loan Seller .............................................. S-9
Mortgage Loans .................................................... S-3, S-55
Mortgage Note ..................................................... S-28
Mortgage Pool ..................................................... S-3, S-55
Mortgaged Property ................................................ S-11, S-28
Negative Adjustment ............................................... S-84
Net Mortgage Rate ................................................. S-54
Non-Offered Certificates .......................................... S-15, S-49
Non-Offered Subordinate Certificates .............................. S-57
Nonrecoverable Advance ............................................ S-59
Nonrecoverable Advances ........................................... S-19
Notional Amount ................................................... S-4, S-15
Offered Certificates .............................................. S-1, S-49
OID ............................................................... S-21
S-90
<PAGE>
Pass-Through Rate ................................................. S-4
Paying Agent ...................................................... S-49
Percentage Interest ............................................... S-49
P&I Advance ....................................................... S-58
P&I Advances ...................................................... S-18
Plan .............................................................. S-22, S-87
Pooling and Servicing Agreement ................................... S-15
Prepayment Assumption ............................................. S-84
Prepayment Premium Period ......................................... S-30
Prepayment Premiums ............................................... S-30
Prime Rate ........................................................ S-59
Princeton Properties .............................................. S-43
Principal Distribution Amount ..................................... S-54
Principal Shortfall ............................................... S-55
Principal Window .................................................. S-5
Purchase Agreement ................................................ S-10
Purchase Price .................................................... S-47
PWREI ............................................................. S-42
PWRES ............................................................. S-9
Rated Final Distribution Date ..................................... S-57
Record Date ....................................................... S-50
Regular Certificates .............................................. S-84
Reimbursement Rate ................................................ S-59
Related Proceeds .................................................. S-59
REMIC ............................................................. S-3, S-16,
S-84
REMIC Pool ........................................................ S-3
REMIC Provisions .................................................. S-84
REO Account ....................................................... S-69
REO Loan .......................................................... S-55
REO Property ...................................................... S-66
Reserve Accounts .................................................. S-48
Residual Certificates ............................................. S-1, S-49
Restricted Group .................................................. S-88
Rolling 12 Months ................................................. S-39
Rules ............................................................. S-50
Scheduled Principal Distribution Amount ........................... S-54
Senior Certificates ............................................... S-1, S-49
Servicer .......................................................... S-67
Servicer Remittance Date .......................................... S-58
Servicing Advances ................................................ S-19, S-59
Servicing Fee ..................................................... S-67
Servicing Fee Rate ................................................ S-67
Servicing Standards ............................................... S-65
Similar Law ....................................................... S-22, S-87
S&P ............................................................... S-3, S-21
Special Servicing Fee ............................................. S-68
Special Servicing Fee Rate ........................................ S-68
Specially Serviced Mortgage Loans ................................. S-66
Stated Principal Balance .......................................... S-55
Subordinate Certificates .......................................... S-1, S-49
Subordinate Offered Certificates .................................. S-1, S-49
Trust Fund ........................................................ S-3
Trustee Fee ....................................................... S-64
Trustee Fee Rate .................................................. S-64
Underwriters ...................................................... S-1, S-23,
S-85
Underwriting Agreement ............................................ S-85
Underwritten Net Cash Flow ........................................ S-39
Unscheduled Principal Distribution Amount ......................... S-54
Upper-Tier Distribution Account ................................... S-51
Upper-Tier REMIC .................................................. S-3, S-16,
S-84
Voting Rights ..................................................... S-62
Weighted Average Life ............................................. S-5
Workout Fee ....................................................... S-68
Workout Fee Rate .................................................. S-68
Yield Maintenance Charge .......................................... S-30
Yield Maintenance Period .......................................... S-30
Yield Rate ........................................................ S-30
Zoning Laws
</TABLE>
S-91
<PAGE>
LOAN CHARACTERISTICS
EXHIBIT A
<TABLE>
<CAPTION>
% OF ORIGINAL STATED ORIGINAL
INITIAL TERM TO REMAIN. AMORT.
ORIGINAL CUT-OFF DATE POOL MORTGAGE MATURITY TERM TERM
ID PROPERTY NAME ORIGINATOR(1) BALANCE BALANCE BALANCE RATE (MOS) (MOS) (MOS)
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 250 & 270 Clarkson Avenue Chase $ 2,800,000 $ 2,785,648 1.1% 9.375% 120 114 300
2 443 Wrightwood Apartments Chase 3,875,000 3,846,842 1.5% 7.750% 120 110 360
3 451 Wrightwood Apartments Chase 4,050,000 4,020,570 1.5% 7.750% 120 110 360
4 Antoine Village Hanover 1,895,600 1,879,254 0.7% 8.260% 120 107 360
5 Applegate I PWREI 925,803 925,803 0.4% 9.000% 121 119 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
6 Appleridge II PWREI 910,861 910,861 0.3% 9.000% 121 119 300
7 Arrangement Apartments Secore 1,900,000 1,893,707 0.7% 9.040% 84 78 360
8 Arrowtree Apartments Secore 2,750,000 2,729,294 1.0% 7.570% 84 74 360
9 Astorwood PWREI 1,646,195 1,646,195 0.6% 9.000% 120 119 300
10 Atrium Braeswood Chase 3,300,000 3,298,244 1.3% 9.125% 120 119 360
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
11 Barrington PWREI 1,019,554 1,019,554 0.4% 9.000% 120 119 300
12 Beckford Place PWREI 716,550 716,550 0.3% 9.000% 120 119 300
13 Camellia Court II PWREI 946,129 946,129 0.4% 9.000% 120 119 300
14 Camellia Ct Dayton PWREI 1,097,000 1,097,000 0.4% 9.000% 121 119 300
15 Cedargate Michigan City PWREI 798,755 798,755 0.3% 9.000% 120 119 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
16 Cobblestone Square Apartment Complex Chase 5,850,000 5,839,829 2.2% 8.750% 120 117 360
17 Cooper's Pointe Secore 4,250,000 4,216,783 1.6% 7.880% 120 109 360
18 Copper Mill Secore 6,100,000 6,052,324 2.3% 7.880% 120 109 360
19 Countryside Chase 1,325,000 1,315,372 0.5% 7.750% 120 110 360
20 Dover Place II PWREI 1,625,000 1,625,000 0.6% 9.000% 120 119 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
21 Dover Place III PWREI 770,000 770,000 0.3% 9.000% 120 119 300
22 Dover Place IV PWREI 1,870,000 1,870,000 0.7% 9.000% 121 119 300
23 El Vecino Hanover 3,970,100 3,912,151 1.5% 8.330% 84 70 300
24 Forbus Hills Apartments Hanover 2,250,000 2,237,404 0.9% 8.840% 84 78 300
25 Forest Park Mobile Home Park Chase 3,000,000 3,000,000 1.1% 8.750% 120 120 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
26 Forsythia I PWREI 2,087,508 2,087,508 0.8% 9.000% 120 119 300
27 Four Winds Secore 9,675,000 9,607,162 3.7% 7.930% 120 110 360
28 Fox River Chase 1,350,000 1,339,174 0.5% 7.750% 120 109 360
29 French Quarter Chase 7,000,000 6,945,236 2.7% 7.875% 120 109 360
30 Goldentree Apartments Secore 2,900,000 2,881,941 1.1% 7.980% 84 75 360
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
31 Greengate Apartments Chase 2,760,000 2,752,544 1.1% 9.125% 84 79 360
32 Greenglen PWREI 994,500 994,500 0.4% 9.000% 120 119 300
33 Greenglen II PWREI 892,500 892,500 0.3% 9.000% 120 119 300
34 Hadley Park Chase 2,560,000 2,555,549 1.0% 8.750% 120 117 360
35 Hampton Greens Secore 5,800,000 5,754,669 2.2% 7.880% 120 109 360
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
36 Heathmoore I PWREI 1,230,392 1,230,392 0.5% 9.000% 120 119 300
37 Hickory Hill Estates Mobile Home Chase 2,500,000 2,500,000 1.0% 8.625% 120 120 300
38 Hickory Mill I PWREI 935,000 935,000 0.4% 9.000% 120 119 300
39 Hickory Mill II PWREI 816,000 816,000 0.3% 9.000% 120 119 300
40 Hillcrest Village PWREI 979,687 979,687 0.4% 9.000% 120 119 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
41 Hillview Terrace PWREI 1,100,000 1,100,000 0.4% 9.000% 120 119 300
42 Imperial Crown Apartments Hanover 3,692,900 3,637,372 1.4% 8.600% 84 69 300
43 Kings Crossing I PWREI 1,180,695 1,180,695 0.5% 9.000% 120 119 300
44 Kingston Green Chase 2,625,000 2,603,949 1.0% 7.750% 120 109 360
45 Kingstown Apartments Hanover 2,150,000 2,144,088 0.8% 9.040% 84 79 360
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
46 Lakeview Apartments Chase 1,407,000 1,395,717 0.5% 7.750% 120 109 360
47 Landings Secore 2,300,000 2,282,024 0.9% 7.880% 120 109 360
48 Larkspur II PWREI 1,478,751 1,478,751 0.6% 9.000% 120 119 300
49 Mallard Landing Apartments Chase 4,650,000 4,644,794 1.8% 8.900% 120 118 360
50 Maple Glen Apartments Chase 3,350,000 3,344,611 1.3% 9.125% 120 117 360
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
51 Marina Del Sol Apartments Hanover 2,481,000 2,470,745 0.9% 8.730% 84 77 360
52 Meadowood PWREI 1,402,500 1,402,500 0.5% 9.000% 121 119 300
53 Meadowood Flatwood PWREI 863,167 863,167 0.3% 9.000% 121 119 300
54 Meadowood II Cols PWREI 484,500 484,500 0.2% 9.000% 121 119 300
55 Millburn Ct II PWREI 909,600 909,600 0.3% 9.000% 120 119 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
56 Misty Woods Secore 5,450,000 5,407,404 2.1% 7.880% 120 109 360
57 Montgomery Court I PWREI 1,281,986 1,281,986 0.5% 9.000% 120 119 300
58 Newberry PWREI 871,648 871,648 0.3% 9.000% 120 119 300
59 North Shore Estates Chase 10,000,000 9,919,807 3.8% 7.750% 120 109 360
60 Oakland Hills Apartments Chase 5,109,000 5,095,411 1.9% 9.200% 84 79 360
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
<PAGE>
LOAN CHARACTERISTICS
EXHIBIT A
% OF ORIGINAL STATED ORIGINAL
INITIAL TERM TO REMAIN. AMORT.
ORIGINAL CUT-OFF DATE POOL MORTGAGE MATURITY TERM TERM
ID PROPERTY NAME ORIGINATOR(1) BALANCE BALANCE BALANCE RATE (MOS) (MOS) (MOS)
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
61 Parkside Apartments Chase 2,705,000 2,700,417 1.0% 8.875% 120 117 360
62 Parkville PWREI 746,125 746,125 0.3% 9.000% 120 119 300
63 Peter Paul Apartments Chase 920,000 918,520 0.4% 9.125% 120 117 360
64 Plantation Creek Secore 15,900,000 15,788,514 6.0% 7.930% 120 110 360
65 Polo Club Hanover 5,250,000 5,203,634 2.0% 8.140% 84 71 360
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
66 Princeton Park Chase 9,625,000 9,608,266 3.7% 8.750% 120 117 360
67 Princeton Place Chase 9,600,000 9,583,309 3.7% 8.750% 120 117 360
68 Raintree Village Apartments Chase 2,900,000 2,896,820 1.1% 9.000% 120 118 360
69 Ridgewood I PWREI 851,136 851,136 0.3% 9.000% 120 119 300
70 Shadow Bay II PWREI 990,946 990,946 0.4% 9.000% 120 119 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
71 Slate Run PWREI 2,030,278 2,030,278 0.8% 9.000% 120 119 300
72 Sterling Rowe Apartments Chase 1,365,000 1,362,804 0.5% 9.125% 120 117 360
73 Stonehenge PWREI 1,071,000 1,071,000 0.4% 9.000% 120 119 300
74 Stonehenge I PWREI 1,123,700 1,123,700 0.4% 9.000% 121 119 300
75 Stonehenge Indy PWREI 1,200,000 1,200,000 0.5% 9.000% 120 119 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
76 Stoney Creek Secore 7,050,000 6,994,899 2.7% 7.880% 120 109 360
77 Summer Oaks Apartments Chase 2,250,000 2,248,732 0.9% 8.850% 120 119 360
78 Sunquest Apartments Chase 4,000,000 3,991,388 1.5% 9.125% 120 116 360
79 Turkscap III PWREI 769,490 769,490 0.3% 9.000% 120 119 300
80 Valleyfield PWREI 1,837,415 1,837,415 0.7% 9.000% 121 119 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
81 Valleytree Apartments Secore 4,250,000 4,218,000 1.6% 7.570% 84 74 360
82 Waterbury PWREI 825,000 825,000 0.3% 9.000% 120 119 300
83 Wildbrooke Apartments Chase 925,000 923,512 0.4% 9.125% 120 117 360
84 Willow Run PWREI 1,131,821 1,131,821 0.4% 9.000% 120 119 300
85 Willowood PWREI 947,845 947,845 0.4% 9.000% 121 119 300
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
86 Willowood I PWREI 865,000 865,000 0.3% 9.000% 120 119 300
87 Willowood II PWREI 552,500 552,500 0.2% 9.000% 120 119 300
88 Willowood II PWREI 869,233 869,233 0.3% 9.000% 120 119 300
89 Winthrop Court I PWREI 1,172,085 1,172,085 0.4% 9.000% 120 119 300
90 Wood Creek Secore 12,900,000 12,809,549 4.9% 7.930% 120 110 360
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
91 Woodbine PWREI 637,500 637,500 0.2% 9.000% 120 119 300
92 Woodcliff II PWREI 1,683,000 1,683,000 0.6% 9.000% 120 119 300
93 Woodlands I PWREI 1,041,250 1,041,250 0.4% 9.000% 120 119 300
94 Woodlands II PWREI 1,590,000 1,590,000 0.6% 9.000% 121 119 300
95 Woods of Inverness Secore 5,250,000 5,208,967 2.0% 7.880% 120 109 360
- -- ------------------------------------ ----------- ------------ ------------ ------- -------- -------- ------- --------
96 Woodvalley PWREI 1,417,610 1,417,610 0.5% 9.000% 120 119 300
------------ ------------ -------
TOTALS AND WEIGHTED AVERAGES $263,152,815 $261,954,164 100% 8.432% 115 108 344
============ ============ =======
(1) Chase - The Chase Manhattan Bank Hanover - Hanover Capital Mortgage Corporation
PWREI - PW Real Estate Investment Inc. Secore - Secore Financial Corporation.
(2) Represents the most recent numbers used. (Either for the year ended
December 31 or Rolling 12 Months.)
(3) YM - Yield Maintenance Charge.
</TABLE>
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
ANNUAL ANNUAL
FIRST PRINCIPAL INTEREST 1994 1995
PAYMENT MATURITY AND INTEREST ONLY ACTUAL ACTUAL UNDERWRITTEN LOCKBOX APPRAISED CUT-OFF LTV @
DATE DATE PAYMENTS PAYMENTS NOI(2) NOI(2) NET CASH FLOW COLLECTION DSCR VALUE LTV MATURITY
- ------- --------- ------------ -------- -------- -------- ------------- ---------- ---- ---------- ------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7/1/96 6/1/2006 $290,648 n/a $ 319,377 $ 448,515 $ 442,472 1.52 $ 4,200,000 66% 56%
3/1/96 2/1/2006 333,132 n/a 457,955 534,335 580,097 1.74 6,000,000 64% 56%
3/1/96 2/1/2006 348,176 n/a 504,416 597,157 627,512 1.80 6,600,000 61% 54%
12/1/95 11/1/2005 171,052 n/a 226,978 245,277 227,630 1.33 2,550,000 74% 66%
11/1/96 11/1/2006 93,232 $ 83,322 121,108 126,791 127,071 Yes 1.36 1,250,000 74% 66%
- ------- --------- ------------ -------- --------- --------- ------------- ---------- ---- ---------- ------- --------
11/1/96 11/1/2006 91,727 81,977 125,607 129,599 115,333 Yes 1.26 1,160,000 79% 70%
7/1/96 6/1/2003 184,111 n/a 265,671 288,825 268,733 1.46 2,850,000 66% 62%
3/1/96 2/1/2003 232,325 n/a 357,608 418,032 402,337 1.73 4,400,000 62% 57%
12/1/96 11/1/2006 165,778 148,158 205,022 241,769 218,349 Yes 1.32 2,300,000 72% 64%
12/1/96 11/1/2006 322,199 n/a 495,523 409,498 1.27 4,150,000 79% 71%
- ------- --------- ------------ -------- --------- --------- ------------- ---------- ---- ---------- ------- --------
12/1/96 11/1/2006 102,673 91,760 140,024 133,044 147,489 Yes 1.44 1,300,000 78% 70%
12/1/96 11/1/2006 72,159 64,490 96,803 103,318 97,258 Yes 1.35 900,000 80% 71%
12/1/96 11/1/2006 95,279 85,152 119,888 125,199 117,443 Yes 1.23 1,150,000 82% 74%
11/1/96 11/1/2006 110,472 98,730 146,330 141,091 146,455 Yes 1.33 1,350,000 81% 73%
12/1/96 11/1/2006 80,437 71,888 104,880 115,981 99,067 Yes 1.23 1,060,000 75% 68%
- ------- --------- ------------ -------- --------- --------- ------------- ---------- ---- ---------- ------- --------
10/1/96 9/1/2006 552,264 n/a 625,773 782,080 752,607 1.36 8,000,000 73% 65%
2/1/96 1/1/2006 369,962 n/a 612,367 598,481 566,409 1.53 5,500,000 77% 68%
2/1/96 1/1/2006 531,005 n/a 777,003 842,245 788,440 1.48 9,700,000 62% 55%
3/1/96 2/1/2006 113,910 n/a 163,505 171,514 171,674 1.51 1,700,000 77% 68%
12/1/96 11/1/2006 163,643 146,250 177,060 208,302 205,814 Yes 1.26 1,930,000 84% 75%
- ------- --------- ------------ -------- --------- --------- ------------- ---------- ---- ---------- ------- --------
12/1/96 11/1/2006 77,542 69,300 94,019 104,361 99,725 Yes 1.29 945,000 81% 73%
11/1/96 11/1/2006 188,316 168,300 213,325 244,300 249,644 Yes 1.33 2,300,000 81% 73%
11/1/95 10/1/2002 378,177 n/a 540,086 423,452 391,589 1.04 5,406,000 72% 65%
7/1/96 6/1/2003 223,632 n/a 303,162 310,719 301,694 1.35 3,000,000 75% 67%
1/1/97 12/1/2006 295,972 n/a 369,948 344,217 411,907 1.39 5,100,000 59% 48%
- ------- --------- ------------ -------- --------- --------- ------------- ---------- ---- ---------- ------- --------
12/1/96 11/1/2006 210,219 187,876 256,757 284,316 247,731 Yes 1.18 2,500,000 84% 75%
3/1/96 2/1/2006 846,242 n/a 1,232,999 1,279,952 1,190,126 1.41 14,300,000 67% 59%
2/1/96 1/1/2006 116,059 n/a 184,043 222,267 229,768 1.98 2,000,000 67% 59%
2/1/96 1/1/2006 609,058 n/a 758,856 932,562 996,534 1.64 9,000,000 77% 68%
4/1/96 3/1/2003 254,865 n/a 402,408 414,707 376,676 1.48 4,200,000 69% 64%
- ------- --------- ------------ -------- --------- --------- ------------- ---------- ---- ---------- ------- --------
8/1/96 7/1/2003 269,475 n/a 411,320 430,230 367,451 1.36 3,680,000 75% 70%
12/1/96 11/1/2006 100,150 89,505 132,756 135,062 123,408 Yes 1.23 1,320,000 75% 68%
12/1/96 11/1/2006 89,878 80,325 131,136 130,519 119,596 Yes 1.33 1,150,000 78% 70%
10/1/96 9/1/2006 241,674 n/a 417,617 390,303 390,869 1.62 3,650,000 70% 62%
2/1/96 1/1/2006 504,890 n/a 836,583 816,407 731,438 1.45 7,800,000 74% 65%
- ------- --------- ------------ -------- --------- --------- ------------- ---------- ---- ---------- ------- --------
12/1/96 11/1/2006 123,905 110,735 154,678 158,809 171,053 Yes 1.38 1,600,000 77% 69%
1/1/97 12/1/2006 244,100 n/a 298,214 316,216 350,785 1.44 3,600,000 69% 57%
12/1/96 11/1/2006 94,158 84,150 104,883 119,162 130,361 Yes 1.38 1,150,000 81% 73%
12/1/96 11/1/2006 82,174 73,440 98,899 112,489 112,992 Yes 1.38 990,000 82% 74%
12/1/96 11/1/2006 98,658 88,172 123,670 133,763 128,245 Yes 1.30 1,400,000 70% 63%
- ------- --------- ------------ -------- --------- --------- ------------- ---------- ---- ---------- ------- --------
12/1/96 11/1/2006 110,774 99,000 144,681 151,315 145,825 Yes 1.32 1,570,000 70% 63%
10/1/95 9/1/2002 359,826 n/a 474,857 432,852 421,199 1.17 5,200,000 70% 63%
12/1/96 11/1/2006 118,900 106,263 157,639 145,226 153,551 Yes 1.29 1,485,000 80% 71%
2/1/96 1/1/2006 225,670 n/a 275,515 382,013 382,960 1.70 3,700,000 70% 62%
8/1/96 7/1/2003 208,336 n/a 279,695 306,492 302,916 1.45 2,975,000 72% 68%
- ------- --------- ------------ -------- --------- --------- ------------- ---------- ---- ---------- ------- --------
2/1/96 1/1/2006 120,959 n/a 162,900 211,129 201,583 1.67 2,150,000 65% 57%
2/1/96 1/1/2006 200,215 n/a 360,383 364,372 274,421 1.37 3,900,000 59% 52%
12/1/96 11/1/2006 148,915 133,088 181,485 184,631 179,372 Yes 1.20 1,850,000 80% 72%
11/1/96 10/1/2006 444,970 n/a 483,709 569,180 548,901 1.23 5,800,000 80% 72%
10/1/96 9/1/2006 327,081 n/a 342,104 505,032 456,679 1.40 4,600,000 73% 65%
<PAGE>
LOAN CHARACTERISTICS
EXHIBIT A
ANNUAL ANNUAL
FIRST PRINCIPAL INTEREST 1994 1995
PAYMENT MATURITY AND INTEREST ONLY ACTUAL ACTUAL UNDERWRITTEN LOCKBOX APPRAISED CUT-OFF LTV @
DATE DATE PAYMENTS PAYMENTS NOI(2) NOI(2) NET CASH FLOW COLLECTION DSCR VALUE LTV MATURITY
------- --------- ------------ -------- -------- -------- ------------- ---------- ---- ---------- ------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6/1/96 5/1/2003 $ 233,791 n/a $ 258,784 $ 385,525 $ 376,267 1.61 $ 3,350,000 74% 69%
11/1/96 11/1/2006 141,237 $126,225 180,469 194,401 190,596 Yes 1.35 1,725,000 81% 73%
11/1/96 11/1/2006 86,924 77,685 111,799 121,552 94,430 Yes 1.09 1,200,000 72% 64%
11/1/96 11/1/2006 48,791 43,605 62,667 67,234 59,259 Yes 1.21 625,000 78% 69%
12/1/96 11/1/2006 91,600 81,864 112,057 129,003 108,752 Yes 1.19 1,300,000 70% 63%
------- --------- ------------ -------- --------- --------- ------------- --------- ---- ---------- ------- --------
2/1/96 1/1/2006 474,422 n/a 631,095 745,647 681,650 1.44 8,500,000 64% 56%
12/1/96 11/1/2006 129,101 115,379 185,230 179,974 164,124 Yes 1.27 1,650,000 78% 70%
12/1/96 11/1/2006 87,778 78,448 115,227 134,087 119,107 Yes 1.36 1,150,000 76% 68%
2/1/96 1/1/2006 859,695 n/a 1,179,967 1,281,184 1,298,398 1.51 13,000,000 76% 67%
8/1/96 7/1/2003 502,146 n/a 731,621 797,705 634,172 1.26 6,700,000 76% 72%
------- --------- ------------ -------- --------- --------- ------------- --------- ---- ---------- ------- --------
10/1/96 9/1/2006 258,266 n/a 316,785 334,408 348,200 1.35 3,700,000 73% 65%
12/1/96 11/1/2006 75,137 67,151 103,774 104,636 104,466 Yes 1.39 1,100,000 68% 61%
10/1/96 9/1/2006 89,825 n/a 149,219 117,265 1.31 1,300,000 71% 63%
3/1/96 2/1/2006 1,390,723 n/a 1,962,588 2,214,031 2,071,253 1.49 21,700,000 73% 64%
12/1/95 11/1/2002 468,435 n/a 491,779 661,234 597,693 1.28 7,000,000 74% 69%
------- --------- ------------ -------- --------- --------- ------------- --------- ---- ---------- ------- --------
10/1/96 9/1/2006 908,639 n/a 1,002,981 1,286,194 1,484,675 1.63 12,200,000 79% 70%
10/1/96 9/1/2006 906,279 n/a 1,245,232 1,198,040 1,318,916 1.46 13,200,000 73% 65%
11/1/96 10/1/2006 280,009 n/a 368,239 414,631 398,115 1.42 3,850,000 75% 67%
12/1/96 11/1/2006 85,712 76,602 117,102 122,771 117,097 Yes 1.37 1,075,000 79% 71%
12/1/96 11/1/2006 99,792 89,185 139,316 135,675 135,022 Yes 1.35 1,338,000 74% 66%
------- --------- ------------ -------- --------- --------- ------------- --------- ---- ---------- ------- --------
12/1/96 11/1/2006 204,456 182,725 258,320 294,437 259,473 Yes 1.27 2,500,000 81% 73%
10/1/96 9/1/2006 133,273 n/a 182,124 207,045 1.55 1,900,000 72% 64%
12/1/96 11/1/2006 107,853 96,390 132,644 145,450 144,931 Yes 1.34 1,300,000 82% 74%
11/1/96 11/1/2006 113,161 101,133 156,239 155,617 153,703 Yes 1.36 1,400,000 80% 72%
12/1/96 11/1/2006 120,844 108,000 163,492 174,627 164,922 Yes 1.36 1,550,000 77% 69%
------- --------- ------------ -------- --------- --------- ------------- --------- ---- ---------- ------- --------
2/1/96 1/1/2006 613,702 n/a 872,186 980,616 878,515 1.43 10,200,000 69% 60%
12/1/96 11/1/2006 214,340 n/a 332,292 315,949 1.47 2,850,000 79% 70%
9/1/96 8/1/2006 390,544 n/a 574,406 647,996 579,633 1.48 6,325,000 63% 57%
12/1/96 11/1/2006 77,490 69,254 108,683 106,157 93,844 Yes 1.21 1,000,000 77% 69%
11/1/96 11/1/2006 185,034 165,367 251,069 258,298 221,421 Yes 1.20 2,220,000 83% 74%
------- --------- ------------ -------- --------- --------- ------------- --------- ---- ---------- ------- --------
3/1/96 2/1/2003 359,047 n/a 489,224 546,601 524,785 1.46 6,000,000 70% 65%
12/1/96 11/1/2006 83,080 74,250 113,118 121,151 108,246 Yes 1.30 1,050,000 79% 70%
10/1/96 9/1/2006 90,313 n/a 111,842 120,945 1.34 1,200,000 77% 69%
12/1/96 11/1/2006 113,978 101,864 157,444 162,628 162,864 Yes 1.43 1,516,000 75% 67%
11/1/96 11/1/2006 95,451 85,306 125,319 133,555 128,102 Yes 1.34 1,250,000 76% 68%
------- --------- ------------ -------- --------- --------- ------------- --------- ---- ---------- ------- --------
12/1/96 11/1/2006 87,109 77,850 118,236 132,994 101,339 Yes 1.16 1,100,000 79% 70%
12/1/96 11/1/2006 55,639 49,725 74,381 74,512 70,645 Yes 1.27 700,000 79% 71%
12/1/96 11/1/2006 87,535 78,231 128,304 124,404 115,234 Yes 1.32 1,310,000 66% 59%
12/1/96 11/1/2006 118,033 105,488 189,981 158,816 155,959 Yes 1.32 1,700,000 69% 62%
3/1/96 2/1/2006 1,128,323 n/a 1,544,391 1,722,575 1,615,105 1.43 17,500,000 73% 65%
------- --------- ------------ -------- --------- --------- ------------- --------- ---- ---------- ------- --------
12/1/96 11/1/2006 64,199 57,375 88,509 89,845 80,748 Yes 1.26 750,000 85% 76%
12/1/96 11/1/2006 169,484 151,470 197,504 226,117 235,895 Yes 1.39 2,200,000 77% 69%
12/1/96 11/1/2006 104,858 93,713 146,121 142,832 141,626 Yes 1.35 1,250,000 83% 75%
11/1/96 11/1/2006 160,119 143,100 198,202 209,097 211,313 Yes 1.32 2,000,000 80% 71%
2/1/96 1/1/2006 457,012 n/a 660,272 774,863 670,217 1.47 7,400,000 70% 62%
------- --------- ------------ -------- --------- --------- ------------- --------- ---- ---------- ------- --------
12/1/96 11/1/2006 142,758 127,585 175,442 191,523 178,187 Yes 1.25 1,800,000 79% 71%
TOTALS AND WEIGHTED AVERAGES 1.43 73% 65%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FREE
PREPAYMENT YIELD MAINTENANCE CHARGE PREPAY
LOCKOUT YIELD MAINTENANCE CHARGE OR PREPAYMENT OR PREPAYMENT PREMIUM PERIOD
PERIOD PREMIUM PERIOD (MOS) ADDRESS
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
<S> <C> <C> <C> <C>
3 year greater than of 1% or YM(3) 06/1999-02/2006 3 250 & 270 Clarkson Avenue
3 year greater than of 1% or YM 02/1999-07/2005 6 443 Wrightwood Avenue
3 year greater than of 1% or YM 02/1999-07/2005 6 451 Wrightwood Avenue
none greater than of 3% or YM; 3% yr. 8, 2% yr. 9 11/1995-04/2005 6 5550 Hollyview
and 1% yr. 10
2 year greater than of 1% or YM 12/1998-10/2006 0 4055 N. Everett #A
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 480 Lancaster Pike #143
2 year 5% yr. 3, 4% yr. 4, 3% yr. 5, 2% yr. 6 and 06/1998-02/2003 3 2124 Burton Drive
1% yr. 7
2 year greater than of 1% or YM 03/1998-10/2002 3 4568 Blackstone Trail
2 year greater than of 1% or YM 12/1998-10/2006 0 1245 Se Astorwood Place
3 year greater than of 1% or YM 11/1999-07/2006 3 8800 South Braeswood
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 750 Northern Avenue
2 year greater than of 1% or YM 12/1998-10/2006 0 2900 S. Memorial Drive #101
2 year greater than of 1% or YM 12/1998-10/2006 0 3835 Beth Anne Drive
2 year greater than of 1% or YM 12/1998-10/2006 0 4540 Kalida Court
2 year greater than of 1% or YM 12/1998-10/2006 0 110 Cedargate Court
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
3 year greater than of 1% or YM 09/1999-05/2006 3 Cobblestone Drive
4 year greater than of 1% or YM 01/2000-06/2005 6 2224 Greenridge Road
4 year greater than of 1% or YM 01/2000-06/2005 6 3400 Copper Mill Trace
3 year greater than of 1% or YM 02/1999-07/2005 6 6300, 6340 and 6360 Joliet
2 year greater than of 1% or YM 12/1998-10/2006 0 34850-H Lake Shore Drive
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 34850-H Lake Shore Drive
2 year greater than of 1% or YM 12/1998-10/2006 0 34850-H Lake Shore Drive
none greater than of 3% or YM; 2% yr. 6 and 10/1995-03/2002 6 2713 Arlington Road
1% yr. 7
2 year greater than of 1% or YM 06/1998-11/2002 6 27-31 Forbus Street
3 year greater than of 1% or YM 12/1999-08/2006 3 Freetwon Highway & Highway
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 301-C Forsythia Court
4 year greater than of 1% or YM 02/2000-07/2005 6 8000 Perry
3 year greater than of 1% or YM 01/1999-06/2005 6 300 Opatrny
3 year greater than of 1% or YM 01/1999-06/2005 6 545 -595 Gunderson Drive
2 year greater than of 1% or YM 04/1998-11/2002 3 4795 East Milham Road
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 07/1998-03/2003 3 2357A Greengate Circle
2 year greater than of 1% or YM 12/1998-10/2006 0 1805 Dogwood Ridge Road
2 year greater than of 1% or YM 12/1998-10/2006 0 152 Greenglen Avenue
3 year greater than of 1% or YM 09/1999-05/2006 3 23-59 Pratt Avenue
4 year greater than of 1% or YM 01/2000-06/2005 6 10911 Woodmeadow Parkway
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 5984 Heathmore Drive
3 year greater than of 1% or YM 12/1999-08/2006 3 Salt Point Turnpike & Wigst
2 year greater than of 1% or YM 12/1998-10/2006 0 10 Hickory Mill Road
2 year greater than of 1% or YM 12/1998-10/2006 0 10 Hickory Mill Road
2 year greater than of 1% or YM 12/1998-10/2006 0 200 S. Hospital Drive
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 10025 Hillview Road #1
none greater than of 3% or YM; 2% yr. 6 and 09/1995-02/2002 6 1013 Griffin Road
1% yr. 7
2 year greater than of 1% or YM 12/1998-10/2006 0 7241 Old Kings Road S. #1
3 year greater than of 1% or YM 01/1999-06/2005 6 1340 Alto Road
2 year greater than of 1% or YM 07/1998-12/2002 6 1091 Kingstown Drive
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
3 year greater than of 1% or YM 01/1999-06/2005 6 145 & 175 Devlin Road
4 year greater than of 1% or YM 01/2000-06/2005 6 2803 West Sligh Avenue
2 year greater than of 1% or YM 12/1998-10/2006 0 5350 Jasmine Lane
3 year greater than of 1% or YM 10/1999-03/2006 6 1598 Quail Drive
3 year greater than of 1% or YM 09/1999-05/2006 3 Kenneth & Meloy Streets/43
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM(3) 05/1998-10/2002 6 2220 Marina Way
2 year greater than of 1% or YM 12/1998-10/2006 0 201 Orchard Dr. Apt. #10
2 year greater than of 1% or YM 12/1998-10/2006 0 1701 Clay Street
2 year greater than of 1% or YM 12/1998-10/2006 0 1248 Warble Drive
2 year greater than of 1% or YM 12/1998-10/2006 0 8324 Millwheel Drive
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
4 year greater than of 1% or YM 01/2000-06/2005 6 4630 Central Avenue
2 year greater than of 1% or YM 12/1998-10/2006 0 7884 Rhapsody Drive
2 year greater than of 1% or YM 12/1998-10/2006 0 615 Flower Avenue
3 year greater than of 1% or YM 01/1999-06/2005 6 628 Sheridan Road
2 year greater than of 1% or YM 07/1998-03/2003 3 5501 SW 11th Street
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
3 year greater than of 1% or YM 09/1999-02/2006 6 16 N. Parkside Avenue
2 year greater than of 1% or YM 12/1998-10/2006 0 400 N 10th Street
3 year greater than of 1% or YM 09/1999-05/2006 3 255 Main Street
4 year greater than of 1% or YM 02/2000-07/2005 6 6925 Roswell Road
none greater than of 3% or YM; fixed at 2% yr. 6 11/1995-04/2002 6 3386 Polo Club Drive
and 1% yr. 7
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
<PAGE>
FREE
PREPAYMENT YIELD MAINTENANCE CHARGE PREPAY
LOCKOUT YIELD MAINTENANCE CHARGE OR PREPAYMENT OR PREPAYMENT PREMIUM PERIOD
PERIOD PREMIUM PERIOD (MOS) ADDRESS
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
3 year greater than of 1% or YM 09/1999-05/2006 3 678 Princeton Boulevard
3 year greater than of 1% or YM 09/1999-05/2006 3 285 Plantation Street
3 year greater than of 1% or YM 10/1999-06/2006 3 800 South F.M. 1417
2 year greater than of 1% or YM 12/1998-10/2006 0 3326 Michael Avenue #110
2 year greater than of 1% or YM 12/1998-10/2006 0 8833 Old Kings Rd. S. #701
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 9568 International Drive
3 year greater than of 1% or YM 09/1999-05/2006 3 33 Roosevelt Drive
2 year greater than of 1% or YM 12/1998-10/2006 0 200 N. Occidental Hghy #52
2 year greater than of 1% or YM 12/1998-10/2006 0 3735 South A Apt.4
2 year greater than of 1% or YM 12/1998-10/2006 0 7980 Dunston Drive
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
4 year greater than of 1% or YM 01/2000-06/2005 6 11333 Amanda Lane
3 year greater than of 1% or YM 11/1999-07/2006 3 5770 N.W. 16th Street
3 year greater than of 1% or YM 08/1999-04/2006 3 445 North Pantano Road
2 year greater than of 1% or YM 12/1998-10/2006 0 3385 Creek Ridge Road
2 year greater than of 1% or YM 12/1998-10/2006 0 2875 Palumbo Drive
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 03/1998-10/2002 3 2513 Summertree Drive
2 year greater than of 1% or YM 12/1998-10/2006 0 421 D Waterbury
3 year greater than of 1% or YM 09/1999-05/2006 3 99-109 Coleman Street
2 year greater than of 1% or YM 12/1998-10/2006 0 One Plaza Drive
2 year greater than of 1% or YM 12/1998-10/2006 0 3466 Willowood Place
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 3303-C Shiloh Springs Road
2 year greater than of 1% or YM 12/1998-10/2006 0 3466 Willowood Place
2 year greater than of 1% or YM 12/1998-10/2006 0 1056 Mindy Lane #10
2 year greater than of 1% or YM 12/1998-10/2006 0 2531 Arborview Drive
4 year greater than of 1% or YM 02/2000-07/2005 6 1710 South Gilbert Road
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 1519 Kendall Avenue #10
2 year greater than of 1% or YM 12/1998-10/2006 0 100 Woodcliff Drive
2 year greater than of 1% or YM 12/1998-10/2006 0 701 Woodlands Drive
2 year greater than of 1% or YM 12/1998-10/2006 0 833 Frost Road #104
4 year greater than of 1% or YM 01/2000-06/2005 6 21717 Inverness Forest Drive
- ---------- --------------------------------------------- ------------------------ ------ ----------------------------
2 year greater than of 1% or YM 12/1998-10/2006 0 1700 Greenbrier Road
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
CUT-OFF DATE OCCUPANCY ANNUAL
ZIP YEAR NUMBER OF BALANCE PER OCCUPANCY RATE AS RESERVES BORROWER
CITY STATE CODE BUILT UNITS UNIT RATE OF DATE PER UNIT AFFILIATION
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Brooklyn NY 11226 1962 199 $13,998.23 98% 7/25/96 $325
Chicago IL 60614 1928 176 21,857.06 99% 7/30/96 $240 Inland
Chicago IL 60614 1928 172 23,375.41 99% 7/30/96 $270 Inland
Houston TX 77091 1981 148 12,697.66 90% 7/5/96 $206
Muncie IN 47304 1984 54 17,144.50 94% 9/20/96 $304 Cardinal
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Circleville OH 43113 1982 54 16,867.80 96% 9/20/96 $304 Cardinal
Austin TX 78741 1973 112 16,908.10 94% 8/23/96 $250
Okemos MI 48864 1974 114 23,941.18 98% 9/25/96 $267 Hall
Stuart FL 33497 1983 74 22,245.88 95% 9/20/96 $328 Cardinal
Houston TX 77031 1983 122 27,034.79 95% 6/1/96 $238
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Clarkston GA 30021 1984 48 21,240.71 94% 9/20/96 $323 Cardinal
New Castle IN 47362 1984 42 17,060.71 98% 9/20/96 $326 Cardinal
Columbus OH 43207 1984 41 23,076.32 88% 9/20/96 $346 Cardinal
Dayton OH 45424 1981 58 18,913.79 98% 9/20/96 $315 Cardinal
Michigan City IN 46360 1983 54 14,791.76 98% 9/20/96 $292 Cardinal
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Cicero NY 13039 1974 228 25,613.29 100% 7/1/96 $150
North Charlest SC 29406 1986 192 21,962.41 98% 9/17/96 $275 Insignia
Richmond VA 23294 1987 192 31,522.52 92% 9/17/96 $250 Insignia
Countryside IL 60606 1978 54 24,358.74 94% 7/30/96 $280 Inland
Eastlake OH 44095 1983 65 25,000.00 94% 9/20/96 $348 Cardinal
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Eastlake OH 44095 1983 31 24,838.71 97% 9/20/96 $333 Cardinal
Eastlake OH 44095 1986 72 25,972.22 86% 9/20/96 $303 Cardinal
Colorado Springs CO 80910 1974 174 22,483.63 77% 11/3/96 $196
Poughkeepsie NY 12601 1963 70 31,962.91 94% 6/30/96 $228
Plattekill NY 12568 1970 230 13,043.48 100% 8/23/96 $55 Piccone
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Abingdon MD 21009 1985 76 27,467.21 89% 9/20/96 $282 Cardinal
Overland Park KS 66204 1986 350 27,449.03 97% 9/17/96 $260 Insignia
Fox River Grove IL 60021 1967 48 27,899.46 94% 7/30/96 $270 Inland
Carol Stream IL 60188 1970 240 28,938.48 100% 7/30/96 $245 Inland
Portage MI 49001 1974 180 16,010.78 97% 9/25/96 $250 Hall
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
West Palm Beach FL 33415 1987 120 22,937.86 100% 5/1/96 $255 Solomon
Wheelersburg OH 45694 1979 68 14,625.00 100% 9/20/96 $262 Cardinal
Lima OH 45895 1981 55 16,227.27 85% 9/20/96 $250 Cardinal
Lowell MA 01851 1964 70 36,507.84 99% 8/1/96 $200 Herscot
Dallas TX 75228 1985 309 18,623.52 96% 9/17/96 $250 Insignia
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Indianapolis IN 46227 1983 56 21,971.29 93% 9/20/96 $304 Cardinal
Pleasant Valley NY 12569 1972 116 21,551.72 100% 8/30/96 $62 Piccone
Hurricane WV 25526 1982 49 19,081.63 83% 9/20/96 $250 Cardinal
Hurricane WV 25526 1984 45 18,133.33 86% 9/20/96 $301 Cardinal
Crestview FL 32539 1985 65 15,072.11 98% 9/20/96 $264 Cardinal
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Pensacola FL 32514 1985 60 18,333.33 98% 9/20/96 $250 Cardinal
Lakeland FL 33805 1978 174 20,904.43 91% 6/30/96 $250
Jacksonville FL 32217 1984 69 17,111.52 96% 9/20/96 $340 Cardinal
Kokomo IN 46901 1964 133 19,578.57 98% 7/30/96 $220 Inland
Savannah GA 31404 1974 129 16,620.84 95% 6/20/96 $209
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Ingelside IL 60041 1976 66 21,147.22 83% 7/30/96 $300 Inland
Tampa FL 33614 1978 200 11,410.12 94% 9/17/96 $350 Insignia
Hilliard OH 43026 1985 61 24,241.82 92% 9/20/96 $317 Cardinal
West Palm Beach FL 33409 1984 160 29,029.96 95% 7/1/96 $190
West Haven CT 06516 1964 129 25,927.22 93% 6/1/96 $300 Epstein
<PAGE>
CUT-OFF DATE OCCUPANCY ANNUAL
ZIP YEAR NUMBER OF BALANCE PER OCCUPANCY RATE AS RESERVES BORROWER
CITY STATE CODE BUILT UNITS UNIT RATE OF DATE PER UNIT AFFILIATION
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
League City TX 77565 1985 66 $37,435.53 95% 7/1/96 $209
Nicholasville KY 40356 1983 67 20,932.84 97% 9/20/96 $280 Cardinal
Flatwoods KY 41139 1983 53 16,286.17 92% 9/20/96 $348 Cardinal
Columbus OH 43204 1985 24 20,187.50 96% 9/20/96 $327 Cardinal
Centerville OH 45458 1981 52 17,492.31 87% 9/20/96 $325 Cardinal
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Charlotte NC 28205 1985 228 23,716.69 92% 10/13/96 $300 Insignia
Dublin OH 43017 1985 60 21,366.43 97% 9/20/96 $303 Cardinal
Grove City PA 16127 1985 53 16,446.19 100% 9/20/96 $328 Cardinal
Highwood IL 60040 1970 252 39,364.31 97% 7/30/96 $280 Inland
Margate FL 33068 1987 189 26,959.85 100% 7/1/96 $300 Solomon
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Glen Ellyn IL 60137 1963 120 22,503.47 99% 7/1/96 $250 Inland
Gas City IN 46933 1982 50 14,922.50 94% 9/20/96 $264 Cardinal
West Haven CT 06516 1970 37 24,824.87 97% 6/30/96 $400 Epstein
Atlanta GA 30328 1977 484 32,620.90 94% 9/17/96 $250 Insignia
Fort Worth TX 76133 1985 288 18,068.17 98% 6/27/96 $183
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Lowell MA 01851 1972 208 46,193.59 98% 8/1/96 $385 Herscot
Worcester MA 01604 1986 260 36,858.88 98% 8/1/96 $269 Herscot
Sherman TX 75090 1986 144 20,116.81 99% 8/31/96 $197
Bedford IN 47421 1984 49 17,370.12 96% 9/20/96 $320 Cardinal
Jacksonville FL 32257 1985 60 16,515.77 95% 9/20/96 $336 Cardinal
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Indianapolis IN 46268 1984 90 22,558.64 99% 9/20/96 $326 Cardinal
Derby CT 06418 1879 64 21,293.82 98% 6/30/96 $250 Epstein
Tecumseh MI 49286 1984 49 21,857.14 82% 9/20/96 $317 Cardinal
Richmond IN 47374 1984 60 18,728.33 100% 9/20/96 $299 Cardinal
Indianapolis IN 46239 1984 60 20,000.00 90% 9/20/96 $318 Cardinal
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Dallas TX 75238 1983 364 19,216.76 93% 9/17/96 $250 Insignia
Oklahoma City OK 73127 1972 196 11,473.12 95% 9/1/96 $250
Tucson AZ 85710 1980 334 11,950.26 90% 6/1/96 $150
Brandon FL 33511 1982 51 15,088.04 96% 9/20/96 $308 Cardinal
Lexington KY 40509 1985 83 22,137.53 95% 9/20/96 $317 Cardinal
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Arlington TX 76011 1980 184 22,923.91 96% 9/26/96 $250 Hall
Greenwood IN 46142 1984 45 18,333.33 100% 9/20/96 $308 Cardinal
West Haven CT 06516 1970 54 17,102.07 98% 6/30/96 $390 Epstein
New Albany IN 47150 1984 64 17,684.70 98% 9/20/96 $325 Cardinal
Grove City OH 43123 1984 47 20,166.91 96% 9/20/96 $341 Cardinal
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Trotwood OH 45426 1985 60 14,416.67 92% 9/20/96 $317 Cardinal
Grove City OH 43123 1986 27 20,462.96 92% 9/20/96 $317 Cardinal
Wooster OH 44691 1986 54 16,096.91 98% 9/20/96 $293 Cardinal
Columbus OH 43229 1987 62 18,904.60 97% 9/20/96 $341 Cardinal
Mesa AZ 85204 1985 432 29,651.73 93% 9/17/96 $250 Insignia
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Portsmouth OH 45662 1981 42 15,178.57 100% 9/20/96 $325 Cardinal
Lilburn GA 30247 1985 72 23,375.00 88% 9/20/96 $285 Cardinal
Zelienople PA 16063 1983 51 20,416.67 96% 9/20/96 $317 Cardinal
Streetsboro OH 44241 1985 60 26,500.00 100% 9/20/96 $353 Cardinal
Houston TX 77073 1982 272 19,150.62 93% 9/17/96 $300 Insignia
- ---------------- ----- ----- ----- --------- ------------ --------- --------- -------- -----------
Anniston AL 36201 1986 69 20,545.07 99% 9/20/96 $281 Cardinal
11,494 95%
=========
</TABLE>
<PAGE>
PROSPECTUS
MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(DEPOSITOR)
The mortgage pass-through certificates (the "Offered Certificates") offered
hereby and by the supplements hereto (each, a "Prospectus Supplement") will be
offered from time to time in series. The Offered Certificates of any series,
together with any other mortgage pass-through certificates of such series, are
collectively referred to herein as the "Certificates".
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") consisting primarily of a segregated pool (a "Mortgage Asset
Pool") of various types of multifamily or commercial mortgage loans (the
"Mortgage Loans"), mortgage-backed securities ("MBS") that evidence interests
in, or that are secured by pledges of, one or more of various types of
multifamily or commercial mortgage loans, or a combination of Mortgage Loans
and MBS (collectively, "Mortgage Assets"). If so specified in the related
Prospectus Supplement, the Trust Fund for a series of Certificates may include
letters of credit, insurance policies, guarantees, reserve funds or other
types of credit support, or any combination thereof (with respect to any
series, collectively, "Credit Support"), and currency or interest rate
exchange agreements and other financial assets, or any combination thereof
(with respect to any series, collectively, "Cash Flow Agreements"). See
"Description of the Trust Funds", "Description of the Certificates" and
"Description of Credit Support".
The Depositor does not intend to list any of the Offered Certificates on
any securities exchange and has not made any other arrangement for secondary
trading of the Offered Certificates. There will have been no public market for
the Certificates of any series prior to the offering thereof. No assurance can
be given that such a market will develop as a result of such an offering. See
"Risk Factors".
SEE "RISK FACTORS" BEGINNING ON PAGE 17 OF THIS PROSPECTUS FOR CERTAIN
FACTORS TO BE CONSIDERED IN PURCHASING THE OFFERED CERTIFICATES.
(cover continued on next page)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The Offered Certificates of any series may be offered through one or more
different methods, including offerings through underwriters, which may include
Chase Securities Inc., an affiliate of the Depositor, as more fully described
under "Method of Distribution" and in the related Prospectus Supplement.
This Prospectus may not be used to consummate sales of the Offered
Certificates of any series unless accompanied by the Prospectus Supplement for
such series.
The date of this Prospectus is November 19, 1996
<PAGE>
(cover continued)
As described in the related Prospectus Supplement, the Certificates of each
series, including the Offered Certificates of such series, may consist of one
or more classes of Certificates that: (i) provide for the accrual of interest
thereon based on a fixed, variable or adjustable interest rate; (ii) are
senior or subordinate to one or more other classes of Certificates in
entitlement to certain distributions on the Certificates; (iii) are entitled
to distributions of principal, with disproportionately small, nominal or no
distributions of interest; (iv) are entitled to distributions of interest,
with disproportionately small, nominal or no distributions of principal; (v)
provide for distributions of interest thereon or principal thereof that
commence only following the occurrence of certain events, such as the
retirement of one or more other classes of Certificates of such series; (vi)
provide for distributions of principal thereof to be made, from time to time
or for designated periods, at a rate that is faster (and, in some cases,
substantially faster) or slower (and, in some cases, substantially slower)
than the rate at which payments or other collections of principal are received
on the Mortgage Assets in the related Trust Fund; or (vii) provide for
distributions of principal thereof to be made, subject to available funds,
based on a specified principal payment schedule or other methodology.
See "Description of the Certificates".
Distributions in respect of the Certificates of each series will be made on
a monthly, quarterly, semi-annual, annual or other periodic basis as specified
in the related Prospectus Supplement. Unless otherwise specified in the
related Prospectus Supplement, such distributions will be made only from the
assets of the related Trust Fund.
No series of Certificates will represent an obligation of or interest in
the Depositor or any of its affiliates, except to the limited extent described
herein and in the related Prospectus Supplement. Neither the Certificates of
any series nor the assets in any Trust Fund will be guaranteed or insured by
any governmental agency or instrumentality or by any other person, unless
otherwise provided in the related Prospectus Supplement. The assets in each
Trust Fund will be held in trust for the benefit of the holders of the related
series of Certificates (the "Certificateholders") pursuant to a Pooling
Agreement, as more fully described herein.
The yield on each class of Certificates of a series will be affected by,
among other things, the rate of payment of principal (including prepayments)
on the Mortgage Assets in the related Trust Fund and the timing of receipt of
such payments as described herein and in the related Prospectus Supplement.
See "Yield and Maturity Considerations". A Trust Fund may be subject to early
termination under the circumstances described herein and in the related
Prospectus Supplement. See "Description of the Certificates".
If so provided in the related Prospectus Supplement, one or more elections
may be made to treat the related Trust Fund or a designated portion thereof as
a "real estate mortgage investment conduit" (a "REMIC") for federal income tax
purposes. See "Certain Federal Income Tax Consequences".
2
<PAGE>
PROSPECTUS SUPPLEMENT
As more particularly described herein, the Prospectus Supplement relating
to each series of Offered Certificates will, among other things, set forth, as
and to the extent appropriate: (i) a description of the class or classes of
such Offered Certificates, including the payment provisions with respect to
each such class, the aggregate principal amount of each such class (the
"Certificate Balance"), the rate at which interest accrues from time to time,
if at all, with respect to each such class (the "Pass-Through Rate") or the
method of determining such rate, and whether interest with respect to each
such class will accrue from time to time on its aggregate principal amount or
a specified notional amount, if at all; (ii) information with respect to any
other classes of Certificates of the same series; (iii) the respective dates
on which distributions are to be made; (iv) information as to the assets
constituting the related Trust Fund, including the general characteristics of
the assets included therein, including the Mortgage Assets and any Credit
Support and Cash Flow Agreements (with respect to the Certificates of any
series, the "Trust Assets"); (v) the circumstances, if any, under which the
related Trust Fund may be subject to early termination; (vi) additional
information with respect to the method of distribution of such Offered
Certificates; (vii) whether one or more REMIC elections will be made and the
designation of the "regular interests" and "residual interests" in each REMIC
to be created; (viii) the initial percentage ownership interest in the related
Trust Fund to be evidenced by each class of Certificates of such series; (ix)
information concerning the trustee (as to any series, the "Trustee") of the
related Trust Fund; (x) if the related Trust Fund includes Mortgage Loans,
information concerning the master servicer (as to any series, the "Master
Servicer") and any special servicer (as to any series, the "Special Servicer")
of such Mortgage Loans; (xi) information as to the nature and extent of
subordination of any class of Certificates of such series, including a class
of Offered Certificates; and (xii) whether such Offered Certificates will be
initially issued in definitive or book-entry form.
AVAILABLE INFORMATION
The Depositor has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus forms a part)
under the Securities Act of 1933, as amended, with respect to the Offered
Certificates. This Prospectus and the Prospectus Supplement relating to each
series of Offered Certificates contain summaries of the material terms of the
documents referred to herein and therein, but do not contain all of the
information set forth in the Registration Statement pursuant to the rules and
regulations of the Commission. For further information, reference is made to
such Registration Statement and the exhibits thereto. Such Registration
Statement and exhibits can be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at its Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its
Regional Offices located as follows: Chicago Regional Office, 500 West
Madison, 14th Floor, Chicago, Illinois 60661; and New York Regional Office,
Seven World Trade Center, New York, New York 10048. The Commission also
maintains a World Wide Web site which provides on-line access to reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission at the address
"http://www.sec.gov."
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and any related Prospectus
Supplement and, if given or made, such information or representation must not
be relied upon. This Prospectus and any related Prospectus Supplement do not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than the Offered Certificates, or an offer of the Offered
Certificates to any person in any state or other jurisdiction in which such
offer would be unlawful. The delivery of this Prospectus at any time does not
imply that information herein is correct as of any time subsequent to its
date; however, if any material change occurs while this Prospectus is required
by law to be delivered, this Prospectus will be amended or supplemented
accordingly.
The Master Servicer or Trustee for each series will be required to mail to
holders of the Offered Certificates of each series periodic unaudited reports
concerning the related Trust Fund. If beneficial interests in a class of
Offered Certificates are being held and transferred in book-entry format
through the facilities of The Depository Trust Company ("DTC") as described
herein, then unless otherwise provided
3
<PAGE>
in the related Prospectus Supplement, such reports will be sent on behalf of
the related Trust Fund to a nominee of DTC as the registered holder of such
Offered Certificates. Conveyance of notices and other communications by DTC to
its participating organizations, and directly or indirectly through such
participating organizations to the beneficial owners of the applicable 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.
See "Description of the Certificates--Reports to Certificateholders" and
"--Book-Entry Registration and Definitive Certificates" and "Description of
the Pooling 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 Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations of the Commission
thereunder.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Depositor with respect to a Trust Fund pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of an offering of Offered Certificates evidencing interests
therein. The Depositor will provide or cause to be provided without charge to
each person to whom this Prospectus is delivered in connection with the
offering of one or more classes of Offered Certificates, upon written or oral
request of such person, a copy of any or all documents or reports incorporated
herein 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 offices at 380 Madison
Avenue, New York, New York 10017-2951, Attention: President, or by telephone
at (212) 622-3510. The Depositor has determined that its financial statements
will not be material to the offering of any Offered Certificates.
4
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT ................................................... 3
AVAILABLE INFORMATION ................................................... 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ....................... 4
SUMMARY OF PROSPECTUS ................................................... 9
RISK FACTORS ............................................................ 17
Secondary Market ....................................................... 17
Limited Assets ......................................................... 17
Prepayments; Average Life of Certificates; Yields ...................... 18
Limited Nature of Ratings .............................................. 19
Risks Associated with Certain Mortgage Loans and Mortgaged Properties .. 19
Balloon Payments; Borrower Default ..................................... 20
Credit Support Limitations ............................................. 21
Leases and Rents ....................................................... 21
Environmental Risks .................................................... 22
Special Hazard Losses .................................................. 22
ERISA Considerations ................................................... 23
Certain Federal Tax Considerations Regarding Residual Certificates ..... 23
Certain Federal Tax Considerations Regarding Original Issue Discount ... 23
Book-Entry Registration ................................................ 23
Delinquent and Non-Performing Mortgage Loans ........................... 24
DESCRIPTION OF THE TRUST FUNDS .......................................... 24
General ................................................................ 24
Mortgage Loans ......................................................... 24
General ............................................................... 24
Default and Loss Considerations with Respect to the Mortgage Loans .... 25
Payment Provisions of the Mortgage Loans .............................. 26
Mortgage Loan Information in Prospectus Supplements ................... 26
MBS .................................................................... 27
Certificate Accounts ................................................... 28
Credit Support ......................................................... 28
Cash Flow Agreements ................................................... 28
YIELD AND MATURITY CONSIDERATIONS ....................................... 29
General ................................................................ 29
Pass-Through Rate ...................................................... 29
Payment Delays ......................................................... 29
Certain Shortfalls in Collections of Interest .......................... 29
Yield and Prepayment Considerations .................................... 30
Weighted Average Life and Maturity ..................................... 31
Controlled Amortization Classes and Companion Classes .................. 32
Other Factors Affecting Yield, Weighted Average Life and Maturity ...... 33
Balloon Payments; Extensions of Maturity .............................. 33
Negative Amortization ................................................. 33
Foreclosures and Payment Plans ........................................ 34
Losses and Shortfalls on the Mortgage Assets .......................... 34
Additional Certificate Amortization ................................... 34
Optional Early Termination ............................................ 34
THE DEPOSITOR ........................................................... 35
USE OF PROCEEDS ......................................................... 35
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DESCRIPTION OF THE CERTIFICATES ......................................... 36
General ................................................................ 36
Distributions .......................................................... 36
Distributions of Interest on the Certificates .......................... 37
Distributions of Principal on the Certificates ......................... 38
Distributions on the Certificates in Respect of Prepayment
Premiums or in Respect of Equity Participations ....................... 38
Allocation of Losses and Shortfalls .................................... 38
Advances in Respect of Delinquencies ................................... 39
Reports to Certificateholders .......................................... 39
Voting Rights .......................................................... 41
Termination ............................................................ 41
Book-Entry Registration and Definitive Certificates .................... 42
DESCRIPTION OF THE POOLING AGREEMENTS ................................... 43
General ................................................................ 43
Assignment of Mortgage Loans; Repurchases .............................. 44
Representations and Warranties; Repurchases ............................ 45
Collection and Other Servicing Procedures .............................. 45
Sub-Servicers .......................................................... 46
Special Servicers ...................................................... 46
Certificate Account .................................................... 46
General ............................................................... 46
Deposits .............................................................. 47
Withdrawals ........................................................... 48
Modifications, Waivers and Amendments of Mortgage Loans ................ 49
Realization Upon Defaulted Mortgage Loans .............................. 50
Hazard Insurance Policies .............................................. 51
Due-on-Sale and Due-on-Encumbrance Provisions .......................... 52
Servicing Compensation and Payment of Expenses ......................... 52
Evidence as to Compliance .............................................. 53
Certain Matters Regarding the Master Servicer and the Depositor ........ 53
Events of Default ...................................................... 54
Rights Upon Event of Default ........................................... 55
Amendment .............................................................. 55
List of Certificateholders ............................................. 56
The Trustee ............................................................ 56
Duties of the Trustee .................................................. 56
Certain Matters Regarding the Trustee .................................. 56
Resignation and Removal of the Trustee ................................. 57
DESCRIPTION OF CREDIT SUPPORT ........................................... 58
General ................................................................ 58
Subordinate Certificates ............................................... 58
Cross-Support Provisions ............................................... 58
Insurance or Guarantees with Respect to Mortgage Loans ................. 59
Letter of Credit ....................................................... 59
Certificate Insurance and Surety Bonds ................................. 59
Reserve Funds .......................................................... 59
Credit Support with respect to MBS ..................................... 60
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS ................................. 60
General ................................................................ 60
</TABLE>
6
<PAGE>
<TABLE>
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Types of Mortgage Instruments .......................................... 60
Leases and Rents ....................................................... 61
Personalty ............................................................. 61
Foreclosure ............................................................ 61
General ............................................................... 61
Judicial Foreclosure .................................................. 61
Equitable Limitations on Enforceability of Certain Provisions ......... 62
Non-Judicial Foreclosure/Power of Sale ................................ 62
Public Sale ........................................................... 62
Rights of Redemption .................................................. 63
Anti-Deficiency Legislation ........................................... 63
Leasehold Risks ....................................................... 64
Cooperative Shares .................................................... 64
Bankruptcy Laws ........................................................ 64
Environmental Risks .................................................... 67
Due-on-Sale and Due-on-Encumbrance ..................................... 68
Subordinate Financing .................................................. 68
Default Interest and Limitations on Prepayments ........................ 69
Applicability of Usury Laws ............................................ 69
Soldiers' and Sailors' Civil Relief Act of 1940 ........................ 69
CERTAIN FEDERAL INCOME TAX CONSEQUENCES ................................. 70
Federal Income Tax Consequences for REMIC Certificates .................. 70
General ................................................................ 70
Status of REMIC Certificates ........................................... 70
Qualification as a REMIC ............................................... 71
Taxation of Regular Certificates ....................................... 73
General ............................................................... 73
Original Issue Discount ............................................... 73
Acquisition Premium ................................................... 75
Variable Rate Regular Certificates .................................... 75
Deferred Interest ..................................................... 77
Market Discount ....................................................... 77
Premium ............................................................... 77
Election to Treat All Interest Under the Constant Yield Method ........ 78
Sale or Exchange of Regular Certificates .............................. 78
Treatment of Losses ................................................... 79
Taxation of Residual Certificates ...................................... 79
Taxation of REMIC Income .............................................. 79
Basis and Losses ...................................................... 80
Treatment of Certain Items of REMIC Income and Expense ................ 81
Limitations on Offset or Exemption of REMIC Income .................... 82
Tax-Related Restrictions on Transfer of Residual Certificates ......... 83
Sale or Exchange of a Residual Certificate ............................ 85
Mark to Market Regulations ............................................ 85
Taxes That May Be Imposed on the REMIC Pool ............................ 86
Prohibited Transactions ............................................... 86
Contributions to the REMIC Pool After the Startup Day ................. 86
Net Income from Foreclosure Property .................................. 86
Liquidation of the REMIC Pool .......................................... 87
Administrative Matters ................................................. 87
</TABLE>
7
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<TABLE>
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Limitations on Deduction of Certain Expenses ......................... 87
Taxation of Certain Foreign Investors ................................ 88
Regular Certificates ................................................ 88
Residual Certificates ............................................... 88
Backup Withholding ................................................... 89
Reporting Requirements ............................................... 89
Federal Income Tax Consequences For Certificates As
To Which No REMIC Election Is Made .................................. 89
Standard Certificates ................................................ 89
General ............................................................. 89
Tax Status .......................................................... 90
Premium and Discount ................................................ 90
Recharacterization of Servicing Fees ................................ 91
Sale or Exchange of Standard Certificates ........................... 92
Stripped Certificates ................................................ 92
General ............................................................. 92
Status of Stripped Certificates ..................................... 93
Taxation of Stripped Certificates ................................... 94
Reporting Requirements and Backup Withholding ........................ 95
Taxation of Certain Foreign Investors ................................ 95
STATE AND OTHER TAX CONSIDERATIONS .................................... 96
ERISA CONSIDERATIONS .................................................. 96
General .............................................................. 96
Plan Asset Regulations ............................................... 97
Administrative Exemptions ............................................ 97
Unrelated Business Taxable Income; Residual Certificates ............. 97
LEGAL INVESTMENT ...................................................... 97
METHOD OF DISTRIBUTION ................................................ 99
LEGAL MATTERS ......................................................... 100
FINANCIAL INFORMATION ................................................. 100
RATING ................................................................ 100
INDEX OF PRINCIPAL DEFINITIONS ........................................ 101
</TABLE>
8
<PAGE>
SUMMARY OF PROSPECTUS
The following summary of certain pertinent information is qualified in its
entirety by reference to the more detailed information appearing elsewhere in
this Prospectus and by reference to the information with respect to each
series of Certificates contained in the Prospectus Supplement to be prepared
and delivered in connection with the offering of Offered Certificates of such
series. An Index of Principal Definitions is included at the end of this
Prospectus.
TITLE OF CERTIFICATES .. Mortgage Pass-Through Certificates, issuable
in series (the "Certificates").
DEPOSITOR .............. Chase Commercial Mortgage Securities Corp.,
a wholly-owned subsidiary of The Chase
Manhattan Bank, a New York banking
corporation. On July 14, 1996, The Chase
Manhattan Bank (National Association) was
merged with and into Chemical Bank and
Chemical Bank then changed its name to The
Chase Manhattan Bank. See "The Depositor".
MASTER SERVICER ........ The master servicer (the "Master Servicer"),
if any, for a series of Certificates will be
named in the related Prospectus Supplement.
The Master Servicer for any series of
Certificates may be an affiliate of the
Depositor or a Special Servicer. See
"Description of the Pooling
Agreements--Collection and Other Servicing
Procedures".
SPECIAL SERVICER ....... One or more special servicers (each, a
"Special Servicer"), if any, for a series of
Certificates will be named, or the
circumstances under which a Special Servicer
will be appointed will be described, in the
related Prospectus Supplement. A Special
Servicer for any series of Certificates may
be an affiliate of the Depositor or the
Master Servicer. See "Description of the
Pooling Agreements--Special Servicers".
TRUSTEE ................ The trustee (the "Trustee") for each series
of Certificates will be named in the related
Prospectus Supplement. See "Description of
the Pooling Agreements--The Trustee".
THE TRUST ASSETS ....... Each series of Certificates will represent
in the aggregate the entire beneficial
ownership interest in a Trust Fund
consisting primarily of:
A. MORTGAGE ASSETS .... The Mortgage Assets with respect to each
series of Certificates will, in general,
consist of a pool of loans (collectively,
the "Mortgage Loans") secured by liens on,
or security interests in, (i) residential
properties consisting of five or more rental
or cooperatively-owned dwelling units or by
shares allocable to a number of such units
and proprietary leases appurtenant thereto
(the "Multifamily Properties") or (ii)
office buildings, shopping centers, retail
stores and establishments, hotels or motels,
nursing homes, hospitals or other
health-care related facilities, mobile home
parks, warehouse facilities, mini-warehouse
facilities, self-storage facilities,
industrial plants, parking lots, mixed
9
<PAGE>
use or various other types of
income-producing properties or unimproved
land (the "Commercial Properties"). If so
specified in the related Prospectus
Supplement, a Trust Fund may include Mortgage
Loans secured by liens on real estate
projects under construction. The Mortgage
Loans will not be guaranteed or insured by
the Depositor or any of its affiliates or,
unless otherwise provided in the related
Prospectus Supplement, by any governmental
agency or instrumentality or by any other
person. If so specified in the related
Prospectus Supplement, some Mortgage Loans
may be delinquent or non-performing as of the
date the related Trust Fund is formed.
As and to the extent described in the related
Prospectus Supplement, a Mortgage Loan (i)
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 or that adjusts from time to time,
or that may be converted at the borrower's
election from an adjustable to a fixed
Mortgage Rate, or from a fixed to an
adjustable Mortgage Rate, (ii) may provide
for level payments to maturity or for
payments that adjust from time to time to
accommodate changes in the Mortgage Rate or
to reflect the occurrence of certain events,
and may permit negative amortization, (iii)
may be fully amortizing or partially
amortizing or non-amortizing, with a balloon
payment due on its stated maturity date, (iv)
may prohibit over its term or for a certain
period prepayments and/or require payment of
a premium or a yield maintenance penalty in
connection with certain prepayments and (v)
may provide for payments of principal,
interest or both, on due dates that occur
monthly, quarterly, semi-annually or at such
other interval as is specified in the related
Prospectus Supplement. Unless otherwise
provided in the related Prospectus
Supplement, each Mortgage Loan will have had
a principal balance at origination of not
less than $25,000 and an original term to
maturity of not more than 40 years. Unless
otherwise provided in the related Prospectus
Supplement, no Mortgage Loan will have been
originated by the Depositor; however, some or
all of the Mortgage Loans in any Trust Fund
may have been originated by an affiliate of
the Depositor. See "Description of the Trust
Funds--Mortgage Loans".
If and to the extent specified in the related
Prospectus Supplement, the Mortgage Assets
with respect to a series of Certificates may
also include, or consist of, (i) private
mortgage participations, mortgage
pass-through certificates or other
mortgage-backed securities or (ii)
certificates insured or guaranteed by the
Federal Home Loan Mortgage Corporation
("FHLMC"), the Federal National Mortgage
Association ("FNMA"), the Governmental
National Mortgage Association ("GNMA") or the
Federal Agricultural Mortgage Corporation
("FAMC") (collectively, the mortgage-backed
securities referred to in clauses (i) and
(ii), "MBS"), provided that each MBS will
evidence an interest in, or will be secured
by a pledge
10
<PAGE>
of, one or more mortgage loans that conform
to the descriptions of the Mortgage Loans
contained herein. See "Description of the
Trust Funds--MBS".
B. CERTIFICATE ACCOUNT ....... 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 herein and in such
Prospectus Supplement, deposit all payments
and other collections received or advanced
with respect to the Mortgage Assets and
other assets in such Trust Fund. A
Certificate Account may be maintained as an
interest bearing or a non-interest bearing
account, and funds held therein may be held
as cash or invested in certain obligations
acceptable to each Rating Agency (as defined
below) rating one or more classes of the
related series of Offered Certificates. See
"Description of the Trust Funds--Certificate
Accounts" and "Description of the Pooling
Agreements--Certificate Account".
C. CREDIT SUPPORT ............ If so provided in the related Prospectus
Supplement, partial or full protection
against certain defaults and losses on the
Mortgage Assets in the related Trust Fund
may be provided to one or more classes of
Certificates of the related series in the
form of subordination of one or more other
classes of Certificates of such series,
which other classes may include one or more
classes of Offered Certificates, or by one
or more other types of credit support, such
as a letter of credit, insurance policy,
guarantee, reserve fund or another type of
credit support, or a combination thereof
(any such coverage with respect to the
Certificates of any series, "Credit
Support"). The amount and types of any
Credit Support, the identification of the
entity providing it (if applicable) and
related information will be set forth in the
Prospectus Supplement for a series of
Offered Certificates. See "Risk
Factors--Credit Support Limitations",
"Description of the Trust Funds--Credit
Support" and "Description of Credit
Support".
D. CASH FLOW AGREEMENTS ...... If so provided in the related Prospectus
Supplement, a Trust Fund may include
guaranteed investment contracts pursuant to
which moneys held in the funds and accounts
established for the related series will be
invested at a specified rate. The Trust Fund
may also include certain other agreements,
such as interest rate exchange agreements,
interest rate cap or floor agreements,
currency exchange agreements or other
agreements designed to reduce the effects of
interest rate or currency exchange rate
fluctuations on the Mortgage Assets or on
one or more classes of Certificates. The
principal terms of 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 thereof,
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<PAGE>
will be described in the Prospectus
Supplement for the related series. In
addition, the related Prospectus Supplement
will contain certain information that
pertains to the obligor under any such Cash
Flow Agreement. See "Description of the Trust
Funds--Cash Flow Agreements".
DESCRIPTION OF
CERTIFICATES ................. Each series of Certificates will be issued
in one or more classes pursuant to a pooling
and servicing agreement or other agreement
specified in the related Prospectus
Supplement (in either case, a "Pooling
Agreement") and will represent in the
aggregate the entire beneficial ownership
interest in the related Trust Fund.
As described in the related Prospectus
Supplement, the Certificates of each series,
including the Offered Certificates of such
series, may consist of one or more classes of
Certificates that, among other things: (i)
are senior (collectively, "Senior
Certificates") or subordinate (collectively,
"Subordinate Certificates") to one or more
other classes of Certificates in entitlement
to certain distributions on the Certificates;
(ii) are entitled to distributions of
principal, with disproportionately small,
nominal or no distributions of interest
(collectively, "Stripped Principal
Certificates"); (iii) are entitled to
distributions of interest, with
disproportionately small, nominal or no
distributions of principal (collectively,
"Stripped Interest Certificates"); (iv)
provide for distributions of interest thereon
or principal thereof that commence only after
the occurrence of certain events, such as the
retirement of one or more other classes of
Certificates of such series; (v) provide for
distributions of principal thereof to be
made, from time to time or for designated
periods, at a rate that is faster (and, in
some cases, substantially faster) or slower
(and, in some cases, substantially slower)
than the rate at which payments or other
collections of principal are received on the
Mortgage Assets in the related Trust Fund;
(vi) provide for distributions of principal
thereof to be made, subject to available
funds, based on a specified principal payment
schedule or other methodology; or (vii)
provide for distribution based on collections
on the Mortgage Assets in the related Trust
Fund attributable to prepayment premiums,
yield maintenance penalties or equity
participations.
Each class of Certificates, other than
certain classes of Stripped Interest
Certificates and certain classes of Residual
Certificates (as defined herein), will have a
stated principal amount (a "Certificate
Balance"); and each class of Certificates,
other than certain classes of Stripped
Principal Certificates and certain classes of
Residual Certificates, will accrue interest
on its Certificate Balance or, in the case of
certain classes of Stripped Interest
Certificates, on a notional amount (a
"Notional Amount") based on a fixed, variable
or adjustable interest rate (a "Pass-Through
Rate"). The related Prospectus Supplement
will specify the Certificate Balance,
Notional Amount and/or Pass-Through Rate (or,
in the case of a variable or adjustable
12
<PAGE>
Pass-Through Rate, the method for determining
such rate), as applicable, for each class of
Offered Certificates.
The Certificates will not be guaranteed or
insured by the Depositor or any of its
affiliates, by any governmental agency or
instrumentality or by any other person or
entity, unless otherwise provided in the
related Prospectus Supplement. See "Risk
Factors--Limited Assets" and "Description of
the Certificates".
DISTRIBUTIONS OF
INTEREST ON THE
CERTIFICATES ................. Interest on each class of Offered
Certificates (other than certain classes of
Stripped Principal Certificates and certain
classes of Residual Certificates) of each
series will accrue at the applicable
Pass-Through Rate on the Certificate Balance
or, in the case of certain classes of
Stripped Interest Certificates, the Notional
Amount thereof outstanding from time to time
and will be distributed to
Certificateholders as provided in the
related Prospectus Supplement (each of the
specified dates on which distributions are
to be made, a "Distribution Date").
Distributions of interest with respect to
one or more classes of Certificates
(collectively, "Accrual Certificates") may
not commence until the occurrence of certain
events, such as the retirement of one or
more other classes of Certificates, and
interest accrued with respect to a class of
Accrual Certificates prior to the occurrence
of such an event will either be added to the
Certificate Balance thereof or otherwise
deferred. Distributions of interest with
respect to one or more classes of
Certificates may be reduced to the extent of
certain delinquencies, losses and other
contingencies described herein and in the
related Prospectus Supplement. See "Risk
Factors--Prepayments; Average Life of
Certificates; Yields", "Yield and Maturity
Considerations" and "Description of the
Certificates--Distributions of Interest on
the Certificates".
DISTRIBUTIONS OF
PRINCIPAL OF THE
CERTIFICATES ................. Each class of Certificates of each series
(other than certain classes of Stripped
Interest Certificates and certain classes of
Residual Certificates) will have a
Certificate Balance. The Certificate Balance
of a class of Certificates outstanding from
time to time will represent the maximum
amount that the holders thereof are then
entitled to receive in respect of principal
from future cash flow on the assets in the
related Trust Fund. Unless otherwise
specified in the related Prospectus
Supplement, the initial aggregate
Certificate Balance of all classes of
Certificates of a series will not be greater
than the outstanding principal balance of
the related Mortgage Assets as of a
specified date (the "Cut-off Date"), after
application of scheduled payments due on or
before such date, whether or not received.
As and to the extent described in each
Prospectus Supplement, distributions of
principal with respect to the related series
of Certificates will be made on each
Distribution Date to the holders of the
class or classes of Certificates of such
13
<PAGE>
series entitled thereto until the Certificate
Balances of such Certificates have been
reduced to zero. Distributions of principal
with respect to one or more classes of
Certificates may be made at a rate that is
faster (and, in some cases, substantially
faster) than the rate at which payments or
other collections of principal are received
on the Mortgage Assets in the related Trust
Fund. Distributions of principal with respect
to one or more classes of Certificates may
not commence until the occurrence of certain
events, such as the retirement of one or more
other classes of Certificates of the same
series, or may be made at a rate that is
slower (and, in some cases, substantially
slower) than the rate at which payments or
other collections of principal are received
on the Mortgage Assets in the related Trust
Fund. Distributions of principal with respect
to one or more classes of Certificates (each
such class, a "Controlled Amortization
Class") may be made, subject to certain
limitations, based on a specified principal
payment schedule. Distributions of principal
with respect to one or more classes of
Certificates (each such class, a "Companion
Class") may be contingent on the specified
principal payment schedule for a Controlled
Amortization Class of the same series and the
rate at which payments and other collections
of principal on the Mortgage Assets in the
related Trust Fund are received. Unless
otherwise specified in the related Prospectus
Supplement, distributions of principal of any
class of Offered Certificates will be made on
a pro rata basis among all of the
Certificates of such class. See "Description
of the Certificates--Distributions of
Principal of the Certificates".
ADVANCES ...................... If and to the extent provided in the related
Prospectus Supplement, if a Trust Fund
includes Mortgage Loans, the Master
Servicer, a Special Servicer, the Trustee,
any provider of Credit Support and/or any
other specified person may be obligated to
make, or have the option of making, certain
advances with respect to delinquent
scheduled payments of principal and/or
interest on such Mortgage Loans. Any such
advances made with respect to a particular
Mortgage Loan will be reimbursable from
subsequent recoveries in respect of such
Mortgage Loan and otherwise to the extent
described herein and in the related
Prospectus Supplement. If and to the extent
provided in the Prospectus Supplement for a
series of Certificates, any entity making
such advances may be entitled to receive
interest thereon for the period that such
advances are outstanding, payable from
amounts in the related Trust Fund. See
"Description of the Certificates--Advances
in Respect of Delinquencies". If a Trust
Fund includes MBS, any comparable advancing
obligation of a party to the related Pooling
Agreement, or of a party to the related MBS
Agreement, will be described in the related
Prospectus Supplement.
TERMINATION ................... If so specified in the related Prospectus
Supplement, a series of Certificates may be
subject to optional early termination
through
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<PAGE>
the repurchase of the Mortgage Assets in the
related Trust Fund by the party or parties
specified therein, under the circumstances
and in the manner set forth therein. 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, a party specified
therein may be authorized or required to
solicit bids for the purchase of all of the
Mortgage Assets of the related Trust Fund, or
of a sufficient portion of such Mortgage
Assets to retire such class or classes, under
the circumstances and in the manner set forth
therein. See "Description of the
Certificates--Termination".
REGISTRATION OF
BOOK-ENTRY
CERTIFICATES ................. If so provided in the related Prospectus
Supplement, one or more classes of the
Offered Certificates of any series will be
offered in book-entry format (collectively,
"Book-Entry Certificates") through the
facilities of The Depository Trust Company
("DTC"). Each class of Book-Entry
Certificates will be initially represented
by one or more Certificates registered in
the name of a nominee of DTC. No person
acquiring an interest in a class of
Book-Entry Certificates (a "Certificate
Owner") will be entitled to receive
Certificates of such class in fully
registered, definitive form ("Definitive
Certificates"), except under the limited
circumstances described herein. See "Risk
Factors--Book-Entry Registration" and
"Description of the Certificates--Book-Entry
Registration and Definitive Certificates".
CERTAIN FEDERAL INCOME
TAX CONSEQUENCES ............. The federal income tax consequences to
Certificateholders will vary depending on
whether one or more elections are made to
treat the Trust Fund or specified portions
thereof as one or more "real estate mortgage
investment conduits" (each, a "REMIC") under
the provisions of the Internal Revenue Code
of 1986, as amended (the "Code"). The
Prospectus Supplement for each series of
Certificates will specify whether one or
more such elections will be made. See
"Certain Federal Income Tax Consequences".
ERISA CONSIDERATIONS .......... Fiduciaries of employee benefit plans and
certain other retirement plans and
arrangements, including individual
retirement accounts, annuities, Keogh plans,
and collective investment funds and
insurance company general and separate
accounts in which such plans, accounts,
annuities or arrangements are invested, that
are subject to the Employee Retirement
Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code,
should carefully review with their legal
advisors whether the purchase or holding of
Offered Certificates could give rise to a
transaction that is prohibited or is not
otherwise permissible either under ERISA or
Section 4975 of the Code. See "ERISA
Considerations" herein and in the related
Prospectus Supplement.
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<PAGE>
LEGAL INVESTMENT .............. The Offered Certificates will constitute
"mortgage related securities" for purposes
of the Secondary Mortgage Market Enhancement
Act of 1984 only if so specified in the
related Prospectus Supplement. Investors
whose investment authority is subject to
legal restrictions should consult their own
legal advisors to determine whether and to
what extent the Offered Certificates
constitute legal investments for them. See
"Legal Investment" herein and in the related
Prospectus Supplement.
RATING ........................ At their respective dates of issuance, each
class of Offered Certificates will be rated
not lower than investment grade by one or
more nationally recognized statistical
rating agencies (each, a "Rating Agency").
See "Rating" herein and in the related
Prospectus Supplement.
16
<PAGE>
RISK FACTORS
In considering an investment in the Offered Certificates of any series,
investors should consider, among other things, the following risk factors and
any other factors set forth under the heading "Risk Factors" in the related
Prospectus Supplement. In general, to the extent that the factors discussed
below pertain to or are influenced by the characteristics or behavior of
Mortgage Loans included in a particular Trust Fund, they would similarly
pertain to and be influenced by the characteristics or behavior of the
mortgage loans underlying any MBS included in such Trust Fund.
SECONDARY MARKET
There can be no assurance that a secondary market for the Offered
Certificates of any series will develop or, if it does develop, that it will
provide holders with liquidity of investment or will continue for as long as
such Certificates remain outstanding. The Prospectus Supplement for any series
of Offered Certificates may indicate that an underwriter specified therein
intends to make a secondary market in such Offered Certificates; however, no
underwriter will be obligated to do so. Any such secondary market may provide
less liquidity to investors than any comparable market for securities that
evidence interests in single-family mortgage loans.
The primary source of ongoing information regarding the Offered
Certificates of any series, including information regarding the status of the
related Mortgage Assets and any Credit Support for such Certificates, will be
the periodic reports to Certificateholders to be delivered pursuant to the
related Pooling Agreement as described herein under the heading "Description
of the Certificates--Reports to Certificateholders". There can be no assurance
that any additional ongoing information regarding the Offered Certificates of
any series will be available through any other source. The limited nature of
such information in respect of a series of Offered Certificates may adversely
affect the liquidity thereof, even if a secondary market for such Certificates
does develop.
Insofar as a secondary market does develop with respect to any series of
Offered Certificates or class thereof, the market value of such Certificates
will be affected by several factors, including the perceived liquidity
thereof, the anticipated cash flow thereon (which may vary widely depending
upon the prepayment and default assumptions applied in respect of the
underlying Mortgage Loans) and prevailing interest rates. The price payable at
any given time in respect of certain classes of Offered Certificates (in
particular, a class with a relatively long average life, a Companion Class or
a class of Stripped Interest Certificates or Stripped Principal Certificates)
may be extremely sensitive to small fluctuations in prevailing interest rates;
and the relative change in price for an Offered Certificate in response to an
upward or downward movement in prevailing interest rates may not necessarily
equal the relative change in price for such Offered Certificate in response to
an equal but opposite movement in such rates. Accordingly, the sale of Offered
Certificates by a holder in any secondary market that may develop may be at a
discount from the price paid by such holder. The Depositor is not aware of any
source through which price information about the Offered Certificates will be
generally available on an ongoing basis.
Except to the extent described herein and in the related Prospectus
Supplement, Certificateholders will have no redemption rights, and the Offered
Certificates of each series are subject to early retirement only under certain
specified circumstances described herein and in the related Prospectus
Supplement. See "Description of the Certificates--Termination".
LIMITED ASSETS
Unless otherwise specified in the related Prospectus Supplement, neither
the Offered Certificates of any series nor the Mortgage Assets in the related
Trust Fund will be guaranteed or insured by the Depositor or any of its
affiliates, by any governmental agency or instrumentality or by any other
person or entity; and no Offered Certificate of any series will represent a
claim against or security interest in the Trust Funds for any other series.
Accordingly, if the related Trust Fund has insufficient assets to make
payments on a series of Offered Certificates, no other assets will be
available for payment of the deficiency. Additionally, certain amounts on
deposit from time to time in certain funds or accounts constituting part of a
Trust Fund, including the Certificate Account and any accounts maintained as
Credit
17
<PAGE>
Support, may be withdrawn under certain conditions, as described in the
related Prospectus Supplement, for purposes other than the payment of
principal of or interest on the related series of Certificates. If and to the
extent 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 Mortgage Assets have been incurred, all or a portion of 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.
PREPAYMENTS; AVERAGE LIFE OF CERTIFICATES; YIELDS
As a result of, among other things, prepayments on the Mortgage Loans in
any Trust Fund, the amount and timing of distributions of principal and/or
interest on the Offered Certificates of the related series may be highly
unpredictable. Prepayments on the Mortgage Loans in any Trust Fund will result
in a faster rate of principal payments on one or more classes of the related
series of Certificates than if payments on such Mortgage Loans were made as
scheduled. Thus, the prepayment experience on the Mortgage Loans in a Trust
Fund may affect the average life of one or more classes of Certificates of the
related series, including a class of Offered Certificates. The rate of
principal payments on pools of mortgage loans varies among pools and from time
to time is influenced by a variety of economic, demographic, geographic,
social, tax, legal and other factors. For example, if prevailing interest
rates fall significantly below the Mortgage Rates borne by the Mortgage Loans
included in a Trust Fund, then, subject to, among other things, the particular
terms of the Mortgage Loans (e.g., provisions that prohibit voluntary
prepayments during specified periods or impose penalties in connection
therewith) and the ability of borrowers to get new financing, principal
prepayments on such Mortgage Loans are likely to be higher than if prevailing
interest rates remain at or above the rates borne by those Mortgage Loans.
Conversely, if prevailing interest rates rise significantly above the Mortgage
Rates borne by the Mortgage Loans included in a Trust Fund, then principal
prepayments on such Mortgage Loans are likely to be lower than if prevailing
interest rates remain at or below the rates borne by those Mortgage Loans.
There can be no assurance as to the actual rate of prepayment on the Mortgage
Loans in any Trust Fund or that such rate of prepayment will conform to any
model described herein or in any Prospectus Supplement. As a result, depending
on the anticipated rate of prepayment for the Mortgage Loans in any Trust
Fund, the retirement of any class of Certificates of the related series could
occur significantly earlier or later than expected.
The extent to which prepayments on the Mortgage Loans in any Trust Fund
ultimately affect the average life of any class of Certificates of the related
series will depend on the terms of such Certificates. A class of Certificates,
including a class of Offered Certificates, may provide that on any
Distribution Date the holders of such Certificates are entitled to a pro rata
share of the prepayments on the Mortgage Loans in the related Trust Fund that
are distributable on such date, to a disproportionately large share (which, in
some cases, may be all) of such prepayments, or to a disproportionately small
share (which, in some cases, may be none) of such prepayments. A class of
Certificates that entitles the holders thereof to a disproportionately large
share of the prepayments on the Mortgage Loans in the related Trust Fund
increases the likelihood of early retirement of such class ("call risk") if
the rate of prepayment is relatively fast; while a class of Certificates that
entitles the holders thereof to a disproportionately small share of the
prepayments on the Mortgage Loans in the related Trust Fund increases the
likelihood of an extended average life of such class ("extension risk") if the
rate of prepayment is relatively slow. As and to the extent described in the
related Prospectus Supplement, the respective entitlements of the various
classes of Certificateholders of any series to receive payments (and, in
particular, prepayments) of principal of the Mortgage Loans in the related
Trust Fund may vary based on the occurrence of certain events (e.g., the
retirement of one or more classes of Certificates of such series) or subject
to certain contingencies (e.g., prepayment and default rates with respect to
such Mortgage Loans).
A series of Certificates may include one or more Controlled Amortization
Classes, which will entitle the holders thereof to receive principal
distributions according to a specified principal payment schedule. Although
prepayment risk cannot be eliminated entirely for any class of Certificates, a
Controlled Amortization Class will generally provide a relatively stable cash
flow so long as the actual rate of
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prepayment on the Mortgage Loans in the related Trust Fund remains relatively
constant at the rate, or within the range of rates, of prepayment used to
establish the specific principal payment schedule for such Certificates.
Prepayment risk with respect to a given Mortgage Asset Pool does not
disappear, however, and the stability afforded to a Controlled Amortization
Class comes at the expense of one or more Companion Classes of the same
series, any of which Companion Classes may also be a class of Offered
Certificates. In general, and as more specifically described in the related
Prospectus Supplement, a Companion Class may entitle the holders thereof to a
disproportionately large share of prepayments on the Mortgage Loans in the
related Trust Fund when the rate of prepayment is relatively fast, and/or may
entitle the holders thereof to a disproportionately small share of prepayments
on the Mortgage Loans in the related Trust Fund when the rate of prepayment is
relatively slow. As and to the extent described in the related Prospectus
Supplement, a Companion Class absorbs some (but not all) of the "call risk"
and/or "extension risk" that would otherwise belong to the related Controlled
Amortization Class if all payments of principal of the Mortgage Loans in the
related Trust Fund were allocated on a pro rata basis.
A series of Certificates may include one or more classes of Offered
Certificates offered at a premium or discount. Yields on such classes of
Certificates will be sensitive, and in some cases extremely sensitive, to
prepayments on the Mortgage Loans in the related Trust Fund and, where the
amount of interest payable with respect to a class is disproportionately
large, as compared to the amount of principal, as with certain classes of
Stripped Interest Certificates, a holder might fail to recover its original
investment under some prepayment scenarios. The extent to which the yield to
maturity of any class of Offered Certificates may vary from the anticipated
yield will depend upon the degree to which they are purchased at a discount or
premium and the amount and timing of distributions thereon. An investor should
consider, in the case of any Offered Certificate purchased at a discount, the
risk that a slower than anticipated rate of principal payments on the Mortgage
Loans could result in an actual yield to such investor that is lower than the
anticipated yield and, in the case of any Offered Certificate purchased at a
premium, the risk that a faster than anticipated rate of principal payments
could result in an actual yield to such investor that is lower than the
anticipated yield. See "Yield and Maturity Considerations" herein.
LIMITED NATURE OF RATINGS
Any rating assigned by a Rating Agency to a class of Offered Certificates
will reflect only its assessment of the likelihood that holders of such
Offered Certificates will receive payments to which such Certificateholders
are entitled under the related Pooling 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 related Trust Fund. Furthermore, such rating
will not address the possibility that prepayment of the related Mortgage Loans
at a higher or lower rate than anticipated by an investor may cause such
investor to experience a lower than anticipated yield or that an investor that
purchases an Offered Certificate at a significant premium might fail to
recover its initial investment under certain prepayment scenarios.
The amount, type and nature of Credit Support, if any, provided with
respect to a series of Certificates will be determined on the basis of
criteria established by each Rating Agency rating classes of the Certificates
of such series. Those criteria are sometimes based upon an actuarial analysis
of the behavior of mortgage loans in a larger group. However, there can be no
assurance that the historical data supporting any such actuarial analysis will
accurately reflect future experience, or that the data derived from a large
pool of mortgage loans will accurately predict the delinquency, foreclosure or
loss experience of any particular pool of Mortgage Loans. In other cases, such
criteria may be based upon determinations of the values of the Mortgaged
Properties that provide security for the Mortgage Loans. However, no assurance
can be given that those values will not decline in the future. See
"Description of Credit Support" and "Rating".
RISKS ASSOCIATED WITH CERTAIN MORTGAGE LOANS AND MORTGAGED PROPERTIES
A description of risks associated with investments in mortgage loans is
included herein under "Certain Legal Aspects of Mortgage Loans". Mortgage
loans made on the security of multifamily or
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commercial property may entail risks of delinquency and foreclosure, and risks
of loss in the event thereof, that are greater than similar risks associated
with loans made on the security of an owner-occupied single-family property.
See "Description of the Trust Funds--Mortgage Loans". The ability of a
borrower to repay a loan secured by an income-producing property typically is
dependent primarily upon the successful operation of such property rather than
upon the existence of independent income or assets of the borrower; thus, the
value of an income-producing property is directly related to the net operating
income derived from such property. If the net operating income of the property
is reduced (for example, if rental or occupancy rates decline or real estate
tax rates or other operating expenses increase), the borrower's ability to
repay the loan may be impaired. A number of the Mortgage Loans may be secured
by liens on owner-occupied Mortgaged Properties or on Mortgaged Properties
leased to a single tenant or a small number of significant tenants.
Accordingly, a decline in the financial condition of the borrower or a
significant tenant, as applicable, may have a disproportionately greater
effect on the net operating income from 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 a Master Servicer.
In addition, additional risk may be presented by 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 pursuant to franchise, management or operating agreements that
may be terminable by the franchisor or operator. Moreover, the transferability
of a hotel's operating, liquor and other licenses upon a transfer of the
hotel, whether through purchase or foreclosure, is subject to local law
requirements. The ability of a borrower to repay a Mortgage Loan secured by
shares allocable to one or more cooperative dwelling units may be dependent
upon the ability of the dwelling units to generate sufficient rental income,
which may be subject to rent control or stabilization laws, to cover both debt
service on the loan as well as maintenance charges to the cooperative.
Further, a Mortgage Loan secured by cooperative shares is subordinate to the
mortgage, if any, on the cooperative apartment building.
It is anticipated that some or all of the Mortgage Loans included in any
Trust Fund will be nonrecourse loans or loans for which recourse may be
restricted or unenforceable. As to any such Mortgage Loan, recourse in the
event of borrower default will be limited to the specific real property and
other assets, if any, that were pledged to secure the Mortgage Loan. However,
even with respect to those Mortgage Loans that provide for recourse against
the borrower and its assets generally, there can be no assurance that
enforcement of such recourse provisions will be practicable, or that the
assets of the borrower will be sufficient to permit a recovery in respect of a
defaulted Mortgage Loan in excess of the liquidation value of the related
Mortgaged Property. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure".
Further, the concentration of default, foreclosure and loss risks in
individual Mortgage Loans in a particular Trust Fund will generally be greater
than for pools of single-family loans because Mortgage Loans in a Trust Fund
will generally consist of a smaller number of higher balance loans than would
a pool of single-family loans of comparable aggregate unpaid principal
balance.
BALLOON PAYMENTS; BORROWER DEFAULT
Certain of the Mortgage Loans included in a Trust Fund may be
non-amortizing or only partially amortizing over their terms to maturity and,
thus, will require substantial principal payments (that is, balloon payments)
at their stated maturity. Mortgage Loans of this type involve a greater degree
of risk than self-amortizing loans because the ability of a borrower to make a
balloon payment typically will depend upon its ability either to refinance the
loan or to sell the related Mortgaged Property. The ability of a borrower to
accomplish either of these goals will be affected by a number of factors,
including the
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value of the related Mortgaged Property, the level of available mortgage rates
at the time of sale or refinancing, the borrower's equity in the related
Mortgaged Property, the financial condition and operating history of the
borrower and the related Mortgaged Property, tax laws, rent control laws (with
respect to certain residential properties), Medicaid and Medicare
reimbursement rates (with respect to hospitals and nursing homes), prevailing
general economic conditions and the availability of credit for loans secured
by multifamily or commercial, as the case may be, real properties generally.
Neither the Depositor nor any of its affiliates will be required to refinance
any Mortgage Loan.
If and to the extent described herein and in the related Prospectus
Supplement, in order to maximize recoveries on defaulted Mortgage Loans, the
Master Servicer or a Special Servicer will be permitted (within prescribed
limits) to extend and modify Mortgage Loans that are in default or as to which
a payment default is imminent. While a Master Servicer or a Special Servicer
generally will be required to determine that any such extension or
modification is reasonably likely to produce a greater recovery, taking into
account the time value of money, than liquidation, there can be no assurance
that any such extension or modification will in fact increase the present
value of receipts from or proceeds of the affected Mortgage Loans.
CREDIT SUPPORT LIMITATIONS
The Prospectus Supplement for a series of Certificates will describe any
Credit Support provided with respect thereto. Use of Credit Support will be
subject to the conditions and limitations described herein 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 certain 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 later paid classes
of Certificates of such series has been repaid in full. As a result, the
impact of losses and shortfalls experienced with respect to the Mortgage
Assets may fall primarily upon those classes of Certificates having a later
right 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 and losses on the underlying Mortgage Assets and
certain other factors. There can, however, be no assurance that the loss
experience on the related Mortgage Assets will not exceed such assumed levels.
See "--Limited Nature of Ratings", "Description of the Certificates" and
"Description of Credit Support".
LEASES AND RENTS
Each Mortgage Loan included in any Trust Fund secured by Mortgaged Property
that is subject to leases typically will be secured by an assignment of leases
and rents pursuant to which the borrower assigns to the lender its right,
title and interest as landlord under the leases of the related Mortgaged
Property, and the income derived therefrom, as further security for the
related Mortgage Loan, while retaining a license to collect rents for so long
as there is no default. If the borrower defaults, the license terminates and
the lender is entitled to collect rents. Some state laws may require that the
lender take possession of the Mortgaged Property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, if bankruptcy or similar proceedings are commenced by or in
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respect of the borrower, the lender|Als ability to collect the rents may be
adversely affected. See "Certain Legal Aspects of Mortgage Loans--Leases and
Rents".
ENVIRONMENTAL RISKS
Under the laws of certain states, contamination of real 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 an existing mortgage lien on such
property. In addition, under various federal, state and local laws, ordinances
and regulations, an owner or operator of real estate may be liable for the
costs of removal or remediation of hazardous substances or toxic substances
on, in or beneath such property. Such liability may be imposed without regard
to whether the owner knew of, or was responsible for, the presence of such
hazardous or toxic substances. The cost of any required remediation and the
owner or operator's liability therefor as to any property is generally not
limited under such laws, ordinances and regulations and could exceed the value
of the mortgaged property and the aggregate assets of the owner or operator.
In addition, as to the owners or operators of mortgaged properties that
generate hazardous substances that are disposed of at "off-site" locations,
such owners or operators may be held strictly, jointly and severally liable if
there are releases or threatened releases of hazardous substances at the
off-site locations where such person's hazardous substances were disposed.
Although the federal Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended ("CERCLA"), provides an exemption from the
definition of "owner" for lenders whose primary indicia of ownership in a
particular property is the holding of a security interest, lenders may
forfeit, as a result of their actions with respect to particular borrowers,
their secured creditor exemption and be deemed an owner or operator of
property such that they are liable for remediation costs. See "Certain Legal
Aspects of Mortgage Loans--Environmental Risks" herein. A lender also risks
such liability on foreclosure of the mortgage. Unless otherwise specified in
the related Prospectus Supplement, if a Trust Fund includes Mortgage Loans,
then the related Pooling Agreement will contain provisions generally to the
effect that the Master Servicer, acting on behalf of the Trust Fund, may not
acquire title to a Mortgaged Property or assume control of its operation
unless the Master Servicer, based upon a report prepared by a person who
regularly conducts environmental audits, has made the determination that it is
appropriate to do so, as described under "Description of the Pooling
Agreements--Realization Upon Defaulted Mortgage Loans". See "Certain Legal
Aspects of Mortgage Loans--Environmental Risks". There can be no assurance
that any such requirements of a Pooling Agreement will effectively insulate
the related Trust Fund from potential liability for a materially adverse
environmental condition at a Mortgaged Property.
SPECIAL HAZARD LOSSES
Unless otherwise specified in a Prospectus Supplement, the Master Servicer
for the related Trust Fund will be required to cause the borrower on each
Mortgage Loan in such Trust Fund to maintain such insurance coverage in
respect of the related Mortgaged Property as is required under the related
Mortgage, including hazard insurance; provided that, as and to the extent
described herein and in the related Prospectus Supplement, the Master Servicer
may satisfy its obligation to cause hazard insurance to be maintained with
respect to any Mortgaged Property through acquisition of a blanket policy. In
general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the Mortgaged Properties will be underwritten
by different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, most such policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), wet or dry rot, vermin, domestic animals and certain other kinds of
risks. Unless the related Mortgage specifically requires the mortgagor to
insure against physical damage arising from such causes, then, to the extent
any consequent losses are not covered by Credit Support, such losses may be
borne, at least in part, by the holders of one or more classes of Offered
Certificates of the related series. See "Description of the Pooling
Agreements--Hazard Insurance Policies".
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ERISA CONSIDERATIONS
Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of such plans. Due to the complexity of
regulations that govern such plans, prospective investors that are subject to
ERISA are urged to consult their own counsel regarding consequences under
ERISA of acquisition, ownership and disposition of the Offered Certificates of
any series. See "ERISA Considerations".
CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING RESIDUAL CERTIFICATES
Holders of Residual Certificates will be required to report on their
federal income tax returns as ordinary income their pro rata share of the
taxable income of the REMIC, regardless of the amount or timing of their
receipt of cash payments, as described in "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates".
Accordingly, under certain circumstances, holders of Offered Certificates that
constitute Residual Certificates may have taxable income and tax liabilities
arising from such investment during a taxable year in excess of the cash
received during such period. The requirement that holders of Residual
Certificates report their pro rata share of the taxable income and net loss of
the REMIC will continue until the Certificate Balances of all classes of
Certificates of the related series have been reduced to zero, even though
holders of Residual Certificates have received full payment of their stated
interest and principal. A portion (or, in certain circumstances, all) of such
Certificateholder's share of the REMIC taxable income may be treated as
"excess inclusion" income to such holder which (i) generally, will not be
subject to offset by losses from other activities, (ii) for a tax-exempt
holder, will be treated as unrelated business taxable income and (iii) for a
foreign holder, will not qualify for exemption from withholding tax.
Individual holders of Residual Certificates may be limited in their ability to
deduct servicing fees and other expenses of the REMIC. In addition, Residual
Certificates are subject to certain restrictions on transfer. Because of the
special tax treatment of Residual Certificates, the taxable income arising in
a given year on a Residual Certificate will not be equal to the taxable income
associated with investment in a corporate bond or stripped instrument having
similar cash flow characteristics and pre-tax yield. Therefore, the after-tax
yield on the Residual Certificate may be significantly less than that of a
corporate bond or stripped instrument having similar cash flow
characteristics.
CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING ORIGINAL ISSUE DISCOUNT
Accrual Certificates will be, and certain of the other Classes of
Certificates of a series may be, issued with "original issue discount" for
federal income tax purposes, which generally will result in recognition of
some taxable income in advance of the receipt of cash attributable to such
income. See "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Regular Certificates".
BOOK-ENTRY REGISTRATION
If so provided in the related Prospectus Supplement, one or more classes of
the Offered Certificates of any series will be issued as Book-Entry
Certificates. Each class of Book-Entry Certificates will be initially
represented by one or more Certificates registered in the name of a nominee
for DTC. As a result, unless and until corresponding Definitive Certificates
are issued, the Certificate Owners with respect to any class of Book-Entry
Certificates will be able to exercise the rights of Certificateholders only
indirectly through DTC and its participating organizations ("Participants").
In addition, the access of Certificate Owners to information regarding the
Book-Entry Certificates in which they hold interests may be limited.
Conveyance of notices and other communications by DTC to its Participants, and
directly and indirectly through such Participants to Certificate Owners, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Furthermore, as described
herein, Certificate Owners may suffer delays in the receipt of payments on the
Book-Entry Certificates, and the ability of any Certificate Owner to pledge or
otherwise take actions with respect to its interest in the Book-Entry
Certificates may be limited due to the lack of a physical certificate
evidencing such interest. See "Description of the Certificates--Book-Entry
Registration and Definitive Certificates".
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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 may 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 investors 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 the Mortgage Assets in such Trust Fund and the yield on the
Offered Certificates of such series. See "Description of the Trust
Funds--Mortgage Loans--General".
DESCRIPTION OF THE TRUST FUNDS
GENERAL
The primary assets of each Trust Fund will consist of (i) various types of
multifamily or commercial mortgage loans (the "Mortgage Loans"), (ii) mortgage
participations, pass-through certificates or other mortgage-backed securities
("MBS") that evidence interests in, or that are secured by pledges of, one or
more of various types of multifamily or commercial mortgage loans or (iii) a
combination of Mortgage Loans and MBS (collectively, "Mortgage Assets"). Each
Trust Fund will be established by Chase Commercial Mortgage Securities Corp.
(the "Depositor"). Each Mortgage Asset will be selected by the Depositor for
inclusion in a Trust Fund from among those purchased, either directly or
indirectly, from a prior holder thereof (a "Mortgage Asset Seller"), which
prior holder may or may not be the originator of such Mortgage Loan or the
issuer of such MBS and may be an affiliate of the Depositor. The Mortgage
Assets will not be guaranteed or insured by the Depositor or any of its
affiliates or, unless otherwise provided in the related Prospectus Supplement,
by any governmental agency or instrumentality or by any other person. The
discussion below under the heading "--Mortgage Loans", unless otherwise noted,
applies equally to mortgage loans underlying any MBS included in a particular
Trust Fund.
MORTGAGE LOANS
General. The Mortgage Loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages, deeds of trust or similar security
instruments (the "Mortgages") that create liens on fee or leasehold estates in
properties (the "Mortgaged Properties") consisting of (i) residential
properties consisting of five or more rental or cooperatively-owned dwelling
units in high-rise, mid-rise or garden apartment buildings or other
residential structures ("Multifamily Properties") or (ii) office buildings,
retail stores and establishments, hotels or motels, nursing homes, hospitals
or other health-care related facilities, mobile home parks, warehouse
facilities, mini-warehouse facilities, self-storage facilities, industrial
plants, parking lots, mixed use or various other types of income-producing
properties or unimproved land ("Commercial Properties"). The Multifamily
Properties may include mixed commercial and residential structures, apartment
buildings owned by private cooperative housing corporations ("Cooperatives"),
and shares of the Cooperative allocable to one or more dwelling units occupied
by non-owner tenants or to vacant units. Unless otherwise specified in the
related Prospectus Supplement, each Mortgage will create a first priority
mortgage lien on a borrower's fee estate in a Mortgaged Property. If a
Mortgage creates a lien on a borrower's leasehold estate in a property, then,
unless otherwise specified in the related Prospectus Supplement, the term of
any such leasehold will exceed the term of the Mortgage Note by at least two
years. Unless otherwise specified in the related Prospectus Supplement, each
Mortgage Loan will have been originated by a person (the "Originator") other
than the Depositor; however, the Originator may be or may have been an
affiliate of the Depositor.
If so specified in the related Prospectus Supplement, Mortgage Assets for a
series of Certificates may include Mortgage Loans made on the security of real
estate projects under construction. In that case, the related Prospectus
Supplement will describe the procedures and timing for making disbursements
from construction reserve funds as portions of the related real estate project
are completed. In addition, the Mortgage Assets for a particular series of
Certificates may include Mortgage Loans that are delinquent or non-performing
as of the date such Certificates are issued. In that case, the related
Prospectus
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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 liens on income-producing properties are
substantially different from loans made on the security of owner-occupied
single-family homes. The repayment of a loan secured by a lien on an
income-producing property is typically dependent upon the successful operation
of such property (that is, its ability to generate income). Moreover, some or
all of the Mortgage Loans included in a particular Trust Fund may be
non-recourse loans, which means that, absent special facts, recourse in the
case of default will be limited to the Mortgaged Property and such other
assets, if any, that were pledged to secure repayment of the Mortgage Loan.
Lenders typically look to the Debt Service Coverage Ratio of a loan secured
by income-producing property as an important factor in evaluating the risk of
default on such a loan. Unless otherwise defined in the related Prospectus
Supplement, the "Debt Service Coverage Ratio" of a Mortgage Loan at any given
time is the ratio of (i) the Net Operating Income derived from the related
Mortgaged Property for a twelve-month period to (ii) the annualized scheduled
payments on the Mortgage Loan and any other loans senior thereto that are
secured by the related Mortgaged Property. Unless otherwise defined in the
related Prospectus Supplement, "Net Operating Income" means, for any given
period, the total operating revenues derived from a Mortgaged Property during
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 the related Mortgage Loan or on any other loans that are secured by
such Mortgaged Property. The Net Operating Income of a Mortgaged Property will
fluctuate over time and may or may not be sufficient to cover debt service on
the related Mortgage Loan at any given time. As the primary source of the
operating revenues of a non-owner occupied, income-producing property, rental
income (and, with respect to a Mortgage Loan secured by a Cooperative
apartment building, maintenance payments from tenant-stockholders of a
Cooperative) may be affected by the condition of the applicable real estate
market and/or area economy. In addition, properties typically leased, occupied
or used on a short-term basis, such as certain health-care related facilities,
hotels and motels, and mini-warehouse and self-storage facilities, tend to be
affected more rapidly by changes in market or business conditions than do
properties typically leased for longer periods, such as warehouses, retail
stores, office buildings and industrial plants. Commercial Properties may be
owner-occupied or leased to a small number of tenants. Thus, the Net Operating
Income of such a Mortgaged Property may depend substantially on the financial
condition of the borrower or a tenant, and Mortgage Loans secured by liens on
such properties may pose greater risks than loans secured by liens on
Multifamily Properties or on multi-tenant Commercial Properties.
Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the risk of default on a Mortgage Loan. As
may be further described in the related Prospectus Supplement, in some cases
leases of Mortgaged Properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses ("Net
Leases"). However, the existence of such "net of expense" provisions will
result in stable Net Operating Income to the borrower/landlord only to the
extent that the lessee is able to absorb operating expense increases while
continuing to make rent payments.
Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a factor
in evaluating risk of loss if a property must be liquidated following a
default. Unless otherwise defined in the related Prospectus Supplement, the
"Loan-to-Value Ratio" of a Mortgage Loan at any given time is the ratio
(expressed as a percentage) of (i) the then outstanding principal balance of
the Mortgage Loan and any other loans senior thereto that are secured by the
related Mortgaged Property to (ii) the Value of the related Mortgaged
Property. The "Value" of a Mortgaged Property is generally its fair market
value determined in an appraisal obtained by the Originator at the origination
of such loan. The lower the Loan-to-Value
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Ratio, the greater the percentage of the borrower's equity in a Mortgaged
Property, and thus (a) the greater the incentive of the borrower to perform
under the terms of the related Mortgage Loan (in order to protect such equity)
and (b) the greater the cushion provided to the lender against loss on
liquidation following a default.
Loan-to-Value Ratios will not necessarily constitute an accurate measure of
the risk of liquidation loss in a pool of Mortgage Loans. For example, the
value of a Mortgaged Property as of the date of initial issuance of the
related series of Certificates may be less than the Value determined at loan
origination, and will likely continue to fluctuate from time to time based
upon changes in economic conditions, the real estate market and other factors
described herein. Moreover, even when current, an appraisal is not necessarily
a reliable estimate of value. Appraised values of income-producing properties
are generally based on the market comparison method (recent resale value of
comparable properties at the date of the appraisal), the cost replacement
method (the cost of replacing the property at such date), the income
capitalization method (a projection of value based upon the property's
projected net cash flow), or upon a selection from or interpolation of the
values derived from such methods. Each of these appraisal methods can present
analytical difficulties. It is often difficult to find truly comparable
properties that have recently been sold; the replacement cost of a property
may have little to do with its current market value; and income capitalization
is inherently based on inexact projections of income and expense and the
selection of an appropriate capitalization rate and discount rate. Where more
than one of these appraisal methods are used and provide significantly
different results, an accurate determination of value and, correspondingly, a
reliable analysis of default and loss risks, is even more difficult.
While the Depositor believes that the foregoing considerations are
important factors that generally distinguish loans secured by liens on
income-producing real estate from single-family mortgage loans, there can be
no assurance that all of such factors will in fact have been prudently
considered by the Originators of the Mortgage Loans, or that, for a particular
Mortgage Loan, they are complete or relevant. See "Risk Factors--Risks
Associated with Certain Mortgage Loans and Mortgaged Properties" and
"--Balloon Payments; Borrower Default".
Payment Provisions of the Mortgage Loans. Unless otherwise specified in the
related Prospectus Supplement, all of the Mortgage Loans will (i) have had
individual principal balances at origination of not less than $25,000, (ii)
have had original terms to maturity of not more than 40 years and (iii)
provide for scheduled payments of principal, interest or both, to be made on
specified dates ("Due Dates") that occur monthly, quarterly, semi-annually or
annually. A Mortgage Loan (i) 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 or that adjusts from time to time, or that may be
converted at the borrower's election from an adjustable to a fixed Mortgage
Rate, or from a fixed to an adjustable Mortgage Rate, (ii) may provide for
level payments to maturity or for payments that adjust from time to time to
accommodate changes in the Mortgage Rate or to reflect the occurrence of
certain events, and may permit negative amortization, (iii) may be fully
amortizing or partially amortizing or non-amortizing, with a balloon payment
due on its stated maturity date, and (iv) may prohibit over its term or for a
certain period prepayments (the period of such prohibition, a "Lock-out
Period" and its date of expiration, a "Lock-out Date") and/or require payment
of a premium or a yield maintenance penalty (a "Prepayment Premium") in
connection with certain prepayments, in each case as described in the related
Prospectus Supplement. A Mortgage Loan may also contain a provision that
entitles the lender to a share of appreciation of the related Mortgaged
Property, or profits realized from the operation or disposition of such
Mortgaged Property or the benefit, if any, resulting from the refinancing of
the Mortgage Loan (any such provision, an "Equity Participation"), as
described in the related Prospectus Supplement. If holders of any class or
classes of Offered Certificates of a series will be entitled to all or a
portion of an Equity Participation in addition to payments of interest on
and/or principal of such Offered Certificates, the related Prospectus
Supplement will describe the Equity Participation and the method or methods by
which distributions in respect thereof will be made to such holders.
Mortgage Loan Information in Prospectus Supplements. Each Prospectus
Supplement will contain certain information pertaining to the Mortgage Loans
in the related Trust Fund, which will generally be current as of a date
specified in the related Prospectus Supplement and which, to the extent then
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applicable and specifically known to the Depositor, will include the
following: (i) the aggregate outstanding principal balance and the largest,
smallest and average outstanding principal balance of the Mortgage Loans, (ii)
the type or types of property that provide security for repayment of the
Mortgage Loans, (iii) the earliest and latest origination date and maturity
date of the Mortgage Loans, (iv) the original and remaining terms to maturity
of the Mortgage Loans, or the respective ranges thereof, and the weighted
average original and remaining terms to maturity of the Mortgage Loans, (v)
the original Loan-to-Value Ratios of the Mortgage Loans, or the range thereof,
and the weighted average original Loan-to-Value Ratio of the Mortgage Loans,
(vi) the Mortgage Rates borne by the Mortgage Loans, or range thereof, and the
weighted average Mortgage Rate borne by the Mortgage Loans, (vii) with respect
to Mortgage Loans with adjustable Mortgage Rates ("ARM Loans"), the index or
indices upon which such adjustments are based, the adjustment dates, the range
of gross margins and the weighted average gross margin, and any limits on
Mortgage Rate adjustments at the time of any adjustment and over the life of
the ARM Loan, (viii) information regarding the payment characteristics of the
Mortgage Loans, including, without limitation, balloon payment and other
amortization provisions, Lock-out Periods and Prepayment Premiums, (ix) the
Debt Service Coverage Ratios of the Mortgage Loans (either at origination or
as of a more recent date), or the range thereof, and the weighted average of
such Debt Service Coverage Ratios, and (x) the geographic distribution of the
Mortgaged Properties on a state-by-state basis. In appropriate cases, the
related Prospectus Supplement will also contain certain information available
to the Depositor that pertains to the provisions of leases and the nature of
tenants of the Mortgaged Properties. If the Depositor is unable to tabulate
the specific information described above at the time Offered Certificates of a
series are initially offered, more general information of the nature described
above will be provided in the related Prospectus Supplement, and specific
information will be set forth in a report which will be available to
purchasers of those Certificates at or before the initial issuance thereof and
will be filed as part of a Current Report on Form 8-K with the Commission
within fifteen days following such issuance.
MBS
MBS may include (i) private (that is, not guaranteed or insured by the
United States or any agency or instrumentality thereof) mortgage
participations, mortgage pass-through certificates or other mortgage-backed
securities or (ii) certificates insured or guaranteed by FHLMC, FNMA, GNMA or
FAMC provided that, unless otherwise specified in the related Prospectus
Supplement, each MBS will evidence an interest in, or will be secured by a
pledge of, mortgage loans that conform to the descriptions of the Mortgage
Loans contained herein.
Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar
agreement (an "MBS Agreement"). The issuer of the MBS (the "MBS Issuer")
and/or the servicer of the underlying mortgage loans (the "MBS Servicer") will
have entered into the MBS Agreement, generally with a trustee (the "MBS
Trustee") or, in the alternative, with the original purchaser or purchasers of
the MBS.
The MBS may have been issued in one or more classes with characteristics
similar to the classes of Certificates described herein. Distributions in
respect of the MBS will be made by the MBS Issuer, the MBS Servicer or the MBS
Trustee on the dates specified in the related Prospectus Supplement. The MBS
Issuer or the MBS Servicer or another person specified in the related
Prospectus Supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related Prospectus Supplement.
Reserve funds, subordination or other credit support similar to that
described for the Certificates under "Description of Credit Support" may have
been provided with respect to the MBS. The type, characteristics and amount of
such credit support, if any, will be a function of the characteristics of the
underlying mortgage loans and other factors and generally will have been
established on the basis of the requirements of any Rating Agency that may
have assigned a rating to the MBS, or by the initial purchasers of the MBS.
The Prospectus Supplement for a series of Certificates that evidence
interests in MBS will specify, to the extent available, (i) the aggregate
approximate initial and outstanding principal amount and type of
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the MBS to be included in the Trust Fund, (ii) the original and remaining term
to stated maturity of the MBS, if applicable, (iii) the pass-through or bond
rate of the MBS or the formula for determining such rates, (iv) the payment
characteristics of the MBS, (v) the MBS Issuer, MBS Servicer and MBS Trustee,
as applicable, (vi) a description of the credit support, if any, (vii) the
circumstances under which the related underlying mortgage loans, or the MBS
themselves, may be purchased prior to their maturity, (viii) the terms on
which mortgage loans may be substituted for those originally underlying the
MBS, (ix) the type of mortgage loans underlying the MBS and, to the extent
available to the Depositor and appropriate under the circumstances, such other
information in respect of the underlying mortgage loans described under
"--Mortgage Loans--Mortgage Loan Information in Prospectus Supplements", and
(x) the characteristics of any cash flow agreements that relate to the 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 herein and in such
Prospectus Supplement, deposit all payments and collections received or
advanced with respect to the Mortgage Assets and other assets in the Trust
Fund. A Certificate Account may be maintained as an interest bearing or a
non-interest bearing account, and funds held therein may be held as cash or
invested in certain obligations acceptable to each Rating Agency rating one or
more classes of the related series of Offered Certificates.
CREDIT SUPPORT
If so provided in the Prospectus Supplement for a series of Certificates,
partial or full protection against certain defaults and losses on the Mortgage
Assets in the related Trust Fund may be provided to one or more classes of
Certificates of such series in the form of subordination of one or more other
classes of Certificates of such series or by one or more other types of credit
support, such as a letter of credit, insurance policy, guarantee or reserve
fund, among others, or a combination thereof (any such coverage with respect
to the Certificates of any series, "Credit Support"). The amount and types of
Credit Support, the identification of the entity providing it (if applicable)
and related information with respect to each type of Credit Support, if any,
will be set forth in the Prospectus Supplement for a series of Certificates.
See "Risk Factors--Credit Support Limitations" and "Description of Credit
Support".
CASH FLOW AGREEMENTS
If so provided in the Prospectus Supplement for a series of Certificates,
the related Trust Fund may include guaranteed investment contracts pursuant to
which moneys held in the funds and accounts established for such series will
be invested at a specified rate. The Trust Fund may also include certain other
agreements, such as interest rate exchange agreements, interest rate cap or
floor agreements, currency exchange agreements or other agreements designed to
reduce the effects of interest rate or currency exchange rate fluctuations on
the Mortgage Assets on one or more classes of Certificates. The principal
terms of any such guaranteed investment contract or other agreement (any such
agreement, a "Cash Flow Agreement"), and the identity of the Cash Flow
Agreement obligor, will be described in the Prospectus Supplement for a series
of Certificates.
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YIELD AND MATURITY CONSIDERATIONS
GENERAL
The yield on any Offered Certificate will depend on the price paid by the
Certificateholder, the Pass-Through Rate of the Certificate and the amount and
timing of distributions on the Certificate. See "Risk Factors--Prepayments;
Average Life of Certificates; Yields". The following discussion contemplates a
Trust Fund that consists solely of Mortgage Loans. While the characteristics
and behavior of mortgage loans underlying an MBS can generally be expected to
have the same effect on the yield to maturity and/or weighted average life of
a class of Certificates as will the characteristics and behavior of comparable
Mortgage Loans, the effect may differ due to the payment characteristics of
the MBS. If a Trust Fund includes MBS, the related Prospectus Supplement will
discuss the effect that the MBS payment characteristics may have on the yield
to maturity and weighted average lives of the Offered Certificates of the
related series.
PASS-THROUGH RATE
The Certificates of any class within a series may have a fixed, variable or
adjustable Pass-Through Rate, which may or may not be based upon the interest
rates borne by the Mortgage Loans in the related Trust Fund. The Prospectus
Supplement with respect to any series of Certificates will specify the
Pass-Through Rate for each class of Offered Certificates of such series or, in
the case of a class of Offered Certificates with 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 Loan on the Pass-Through
Rate of one or more classes of Offered Certificates; and whether the
distributions of interest on the Offered Certificates of any class will be
dependent, in whole or in part, on the performance of any obligor under a Cash
Flow Agreement.
PAYMENT DELAYS
With respect to any series of Certificates, a period of time will elapse
between the date upon which payments on the Mortgage Loans in the related
Trust Fund are due and the Distribution Date on which such payments are passed
through to Certificateholders. That delay will effectively reduce the yield
that would otherwise be produced if payments on such Mortgage Loans were
distributed to Certificateholders on or near the date they were due.
CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST
When a principal prepayment in full or in part is made on a Mortgage Loan,
the borrower is generally charged interest on the amount of such prepayment
only through the date of such prepayment, instead of through the Due Date for
the next succeeding scheduled payment. However, interest accrued on any series
of Certificates and distributable thereon on any Distribution Date will
generally correspond to interest accrued on the Mortgage Loans to their
respective Due Dates during the related Due Period. Unless otherwise specified
in the Prospectus Supplement for a series of Certificates, a "Due Period" is a
specified time period generally corresponding in length to the time period
between Distribution Dates, and all scheduled payments on the Mortgage Loans
in the related Trust Fund that are due during a given Due Period will, to the
extent received by a specified date (the "Determination Date") or otherwise
advanced by the related Master Servicer or other specified person, be
distributed to the holders of the Certificates of such series on the next
succeeding Distribution Date. Consequently, if a prepayment on any Mortgage
Loan is distributable to Certificateholders on a particular Distribution Date,
but such prepayment is not accompanied by interest thereon to the Due Date for
such Mortgage Loan in the related Due Period, then the interest charged to the
borrower (net of servicing and administrative fees) may be less (such
shortfall, a "Prepayment Interest Shortfall") than the corresponding amount of
interest accrued and otherwise payable on the Certificates of the related
series. If and to the extent that any such shortfall is allocated to a class
of Offered Certificates, the yield thereon will be adversely affected. The
Prospectus Supplement for each series of Certificates will describe the manner
in which any such shortfalls will be allocated among the classes of such
Certificates. If so specified in the Prospectus Supplement for
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a series of Certificates, the Master Servicer for such series will be required
to apply some or all of its servicing compensation for the corresponding
period to offset the amount of any such shortfalls. The related Prospectus
Supplement will also describe any other amounts available to offset such
shortfalls. See "Description of the Pooling Agreements--Servicing Compensation
and Payment of Expenses".
YIELD AND PREPAYMENT CONSIDERATIONS
A Certificate's yield to maturity will be affected by the rate of principal
payments on the Mortgage Loans in the related Trust Fund and the allocation
thereof to reduce the principal balance (or notional amount, if applicable) of
such Certificate. The rate of principal payments on the Mortgage Loans in any
Trust Fund will in turn be affected by the amortization schedules thereof
(which, in the case of ARM Loans, may change periodically to accommodate
adjustments to the Mortgage Rates thereon), the dates on which any balloon
payments are due, and the rate of principal prepayments thereon (including for
this purpose, prepayments resulting from liquidations of Mortgage Loans due to
defaults, casualties or condemnations affecting the Mortgaged Properties, or
purchases of Mortgage Loans out of the related Trust Fund). Because the rate
of principal prepayments on the Mortgage Loans in any Trust Fund will depend
on future events and a variety of factors (as described more fully below), no
assurance can be given as to such rate.
The extent to which the yield to maturity of a class of Offered
Certificates of any series may vary from the anticipated yield will depend
upon the degree to which they are purchased at a discount or premium and when,
and to what degree, payments of principal on the Mortgage Loans in the related
Trust Fund are in turn distributed on such Certificates (or, in the case of a
class of Stripped Interest Certificates, result in the reduction of the
Notional Amount thereof). An investor should consider, in the case of any
Offered Certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans in the related
Trust Fund could result in an actual yield to such investor that is lower than
the anticipated yield and, in the case of any Offered Certificate purchased at
a premium, the risk that a faster than anticipated rate of principal payments
on such Mortgage Loans could result in an actual yield to such investor that
is lower than the anticipated yield. In addition, if an investor purchases an
Offered Certificate at a discount (or premium), and principal payments are
made in reduction of the principal balance or notional amount of such
investor's Offered Certificates at a rate slower (or faster) than the rate
anticipated by the investor during any particular period, the consequent
adverse effects on such investor's yield would not be fully offset by a
subsequent like increase (or decrease) in the rate of principal payments.
A class of Certificates, including a class of Offered Certificates, may
provide that on any Distribution Date the holders of such Certificates are
entitled to a pro rata share of the prepayments on the Mortgage Loans in the
related Trust Fund that are distributable on such date, to a
disproportionately large share (which, in some cases, may be all) of such
prepayments, or to a disproportionately small share (which, in some cases, may
be none) of such prepayments. As and to the extent described in the related
Prospectus Supplement, the respective entitlements of the various classes of
Certificates of any series to receive distributions in respect of payments
(and, in particular, prepayments) of principal of the Mortgage Loans in the
related Trust Fund may vary based on the occurrence of certain events (e.g.,
the retirement of one or more classes of Certificates of such series) or
subject to certain contingencies (e.g., prepayment and default rates with
respect to such Mortgage Loans).
In general, the Notional Amount of a class of Stripped Interest
Certificates will either (i) be based on the principal balances of some or all
of the Mortgage Assets in the related Trust Fund or (ii) equal the Certificate
Balances of one or more of the other classes of Certificates of the same
series. Accordingly, the yield on such Stripped Interest Certificates will be
inversely related to the rate at which payments and other collections of
principal are received on such Mortgage Assets or distributions are made in
reduction of the Certificate Balances of such classes of Certificates, as the
case may be.
Consistent with the foregoing, if a class of Certificates of any series
consists of Stripped Interest Certificates or Stripped Principal Certificates,
a lower than anticipated rate of principal prepayments on the Mortgage Loans
in the related Trust Fund will negatively affect the yield to investors in
Stripped Principal Certificates, and a higher than anticipated
rate of principal prepayments on such Mortgage
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Loans will negatively affect the yield to investors in Stripped Interest
Certificates. If the Offered Certificates of a series include any such
Certificates, the related Prospectus Supplement will include a table showing
the effect of various assumed levels of prepayment on yields on such
Certificates. Such tables will be intended to illustrate the sensitivity of
yields to various assumed prepayment rates and will not be intended to
predict, or to provide information that will enable investors to predict,
yields or prepayment rates.
The Depositor is not aware of any relevant publicly available or
authoritative statistics with respect to the historical prepayment experience
of a group of multifamily or commercial mortgage loans. However, the extent of
prepayments of principal of the Mortgage Loans in any Trust Fund may be
affected by a number of factors, including, without limitation, the
availability of mortgage credit, the relative economic vitality of the area in
which the Mortgaged Properties are located, the quality of management of the
Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in
tax laws and other opportunities for investment. In addition, the rate of
principal payments on the Mortgage Loans in any Trust Fund may be affected by
the existence of Lock-out Periods and requirements that principal prepayments
be accompanied by Prepayment Premiums, and by the extent to which such
provisions may be practicably enforced.
The rate of prepayment on a pool of mortgage loans is also affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a mortgage
coupon, a borrower may have an increased incentive to refinance its mortgage
loan. Even in the case of ARM Loans, as prevailing market interest rates
decline, and without regard to whether the Mortgage Rates on such ARM Loans
decline in a manner consistent therewith, the related borrowers may have an
increased incentive to refinance for purposes of either (i) converting to a
fixed rate loan and thereby "locking in" such rate or (ii) taking advantage of
a different index, margin or rate cap or floor on another adjustable rate
mortgage loan.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity therein, to meet cash
flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws (which are subject to change) to sell
Mortgaged Properties prior to the exhaustion of tax depreciation benefits. The
Depositor will make no representation as to the particular factors that will
affect the prepayment of the Mortgage Loans in any Trust Fund, as to the
relative importance of such factors, as to the percentage of the principal
balance of such Mortgage Loans that will be paid as of any date or as to the
overall rate of prepayment on such Mortgage Loans.
WEIGHTED AVERAGE LIFE AND MATURITY
The rate at which principal payments are received on the Mortgage Loans in
any Trust Fund will affect the ultimate maturity and the weighted average life
of one or more classes of the Certificates of such series. Weighted average
life refers to the average amount of time that will elapse from the date of
issuance of an instrument until each dollar allocable as principal of such
instrument is repaid to the investor.
The weighted average life and maturity of a class of Certificates of any
series will be influenced by the rate at which principal on the related
Mortgage Loans, whether in the form of scheduled amortization or prepayments
(for this purpose, the term "prepayment" includes voluntary prepayments,
liquidations due to default and purchases of Mortgage Loans out of the related
Trust Fund), is paid to such class. Prepayment rates on loans are commonly
measured relative to a prepayment standard or model, such as the Constant
Prepayment Rate ("CPR") prepayment model or the Standard Prepayment Assumption
("SPA") prepayment model. CPR represents an assumed constant rate of
prepayment each month (expressed as an annual percentage) relative to the then
outstanding principal balance of a pool of loans for the life of such loans.
SPA represents an assumed variable rate of prepayment each month (expressed as
an annual percentage) relative to the then outstanding principal balance of a
pool of loans, with different prepayment assumptions often expressed as
percentages of SPA. For example, a prepayment assumption of 100% of SPA
assumes prepayment rates of 0.2% per annum of the then outstanding principal
balance of such loans in the first month of the life of the loans and an
additional 0.2% per annum
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in each month thereafter until the thirtieth month. Beginning in the thirtieth
month, and in each month thereafter during the life of the loans, 100% of SPA
assumes a constant prepayment rate of 6% per annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of loans. Moreover, the
CPR and SPA models were developed based upon historical prepayment experience
for single-family loans. Thus, it is unlikely that the prepayment experience
of the Mortgage Loans included in any Trust Fund will conform to any
particular level of CPR or SPA.
The Prospectus Supplement with respect to each series of Certificates will
contain tables, if applicable, setting forth the projected weighted average
life of each class of Offered Certificates of 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
related Mortgage Loans are made at rates corresponding to various percentages
of CPR or SPA, or at such other rates specified in such Prospectus Supplement.
Such tables and assumptions will illustrate the sensitivity of the weighted
average lives of the Certificates to various assumed prepayment rates and will
not be intended to predict, or to provide information that will enable
investors to predict, the actual weighted average lives of the Certificates.
CONTROLLED AMORTIZATION CLASSES AND COMPANION CLASSES
A series of Certificates may include one or more Controlled Amortization
Classes, which will entitle the holders thereof to receive principal
distributions according to a specified principal payment schedule, which
schedule is supported by creating priorities, as and to the extent described
in the related Prospectus Supplement, to receive principal payments from the
Mortgage Loans in the related Trust Fund. Unless otherwise specified in the
related Prospectus Supplement, each Controlled Amortization Class will either
be a Planned Amortization Class (a "PAC") or a Targeted Amortization Class (a
"TAC"). In general, a PAC has a "prepayment collar" (that is, a range of
prepayment rates that can be sustained without disruption) that determines the
principal cash flow of such Certificates. Such a prepayment collar is not
static, and may expand or contract after the issuance of the PAC depending on
the actual prepayment experience for the underlying Mortgage Loans.
Distributions of principal on a PAC would be made in accordance with the
specified schedule so long as prepayments on the underlying Mortgage Loans
remain at a relatively constant rate within the prepayment collar and, as
described below, Companion Classes exist to absorb "excesses" or "shortfalls"
in principal payments on the underlying Mortgage Loans. If the rate of
prepayment on the underlying Mortgage Loans from time to time falls outside
the prepayment collar, or fluctuates significantly within the prepayment
collar, especially for any extended period of time, such an event may have
material consequences in respect of the anticipated weighted average life and
maturity for a PAC. A TAC is structured so that principal distributions
generally will be payable thereon in accordance with its specified principal
payments schedule so long as the rate of prepayments on the related Mortgage
Assets remains relatively constant at the particular rate used in establishing
such schedule. A TAC will generally afford the holders thereof some protection
against early retirement or some protection against an extended average life,
but not both.
Although prepayment risk cannot be eliminated entirely for any class of
Certificates, a Controlled Amortization Class will generally provide a
relatively stable cash flow so long as the actual rate of prepayment on the
Mortgage Loans in the related Trust Fund remains relatively constant at the
rate, or within the range of rates, of prepayment used to establish the
specific principal payment schedule for such Certificates. Prepayment risk
with respect to a given Mortgage Asset Pool does not disappear, however, and
the stability afforded to a Controlled Amortization Class comes at the expense
of one or more Companion Classes of the same series, any of which Companion
Classes may also be a class of Offered Certificates. In general, and as more
particularly described in the related Prospectus Supplement, a Companion Class
will entitle the holders thereof to a disproportionately large share of
prepayments on the Mortgage Loans in the related Trust Fund when the rate of
prepayment is relatively fast, and will entitle the holders thereof to a
disproportionately small share of prepayments on the Mortgage Loans in the
related Trust Fund when the rate of prepayment is relatively slow. A class of
Certificates that entitles
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the holders thereof to a disproportionately large share of the prepayments on
the Mortgage Loans in the related Trust Fund enhances the risk of early
retirement of such class ("call risk") if the rate of prepayment is relatively
fast; while a class of Certificates that entitles the holders thereof to a
disproportionately small share of the prepayments on the Mortgage Loans in the
related Trust Fund enhances the risk of an extended average life of such class
("extension risk") if the rate of prepayment is relatively slow. Thus, as and
to the extent described in the related Prospectus Supplement, a Companion
Class absorbs some (but not all) of the "call risk" and/or "extension risk"
that would otherwise belong to the related Controlled Amortization Class if
all payments of principal of the Mortgage Loans in the related Trust Fund were
allocated on a pro rata basis.
OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY
Balloon Payments; Extensions of Maturity. Some or all of the Mortgage Loans
included in a particular Trust Fund may require that balloon payments be made
at maturity. Because the ability of a borrower to make a balloon payment
typically will depend upon its ability either to refinance the loan or to sell
the related Mortgaged Property, there is a risk that Mortgage Loans that
require balloon payments may default at maturity, or that the maturity of such
a Mortgage Loan may be extended in connection with a workout. In the case of
defaults, recovery of proceeds may be delayed by, among other things,
bankruptcy of the borrower or adverse conditions in the market where the
property is located. In order to minimize losses on defaulted Mortgage Loans,
the Master Servicer or a Special Servicer, to the extent and under the
circumstances set forth herein and in the related Prospectus Supplement, may
be authorized to modify Mortgage Loans that are in default or as to which a
payment default is imminent. Any defaulted balloon payment or modification
that extends the maturity of a Mortgage Loan may delay distributions of
principal on a class of Offered Certificates and thereby extend the weighted
average life of such Certificates and, if such Certificates were purchased at
a discount, reduce the yield thereon.
Negative Amortization. The weighted average life of a class of Certificates
can be affected by Mortgage Loans that permit negative amortization to occur.
A Mortgage Loan that provides for the payment of interest calculated at a rate
lower than the rate at which interest accrues thereon would be expected during
a period of increasing interest rates to amortize at a slower rate (and
perhaps not at all) than if interest rates were declining or were remaining
constant. Such slower rate of Mortgage Loan amortization would correspondingly
be reflected in a slower rate of amortization for one or more classes of
Certificates of the related series. In addition, negative amortization on one
or more Mortgage Loans in any Trust Fund may result in negative amortization
on the Certificates of the related series. The related Prospectus Supplement
will describe, if applicable, the manner in which negative amortization in
respect of the Mortgage Loans in any Trust Fund is allocated among the
respective classes of Certificates of the related series. The portion of any
Mortgage Loan negative amortization allocated to a class of Certificates may
result in a deferral of some or all of the interest payable thereon, which
deferred interest may be added to the Certificate Balance thereof.
Accordingly, the weighted average lives of Mortgage Loans that permit negative
amortization (and that of the classes of Certificates to which any such
negative amortization would be allocated or that would bear the effects of a
slower rate of amortization on such Mortgage Loans) may increase as a result
of such feature.
Negative amortization also may occur in respect of an ARM Loan that limits
the amount by which its scheduled payment may adjust in response to a change
in its Mortgage Rate, provides that its scheduled payment will adjust less
frequently than its Mortgage Rate or provides for constant scheduled payments
notwithstanding adjustments to its Mortgage Rate. Accordingly, during a period
of declining interest rates, the scheduled payment on such a Mortgage Loan may
exceed the amount necessary to amortize the loan fully over its remaining
amortization schedule and pay interest at the then applicable Mortgage Rate,
thereby resulting in the 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 those classes of Certificates entitled to a portion of the
principal payments on such Mortgage Loan.
The extent to which the yield on any Offered Certificate will be affected
by the inclusion in the related Trust Fund of Mortgage Loans that permit
negative amortization, will depend upon (i) whether
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such Offered Certificate was purchased at a premium or a discount and (ii) the
extent to which the payment characteristics of such Mortgage Loans delay or
accelerate the distributions of principal on such Certificate (or, in the case
of a Stripped Interest Certificate, delay or accelerate the amortization of
the notional amount thereof). See "--Yield and Prepayment Considerations"
above.
Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the Mortgage Loans that are foreclosed in relation to the
number and principal amount of Mortgage Loans that are repaid in accordance
with their terms will affect the weighted average lives of those Mortgage
Loans and, accordingly, the weighted average lives of and yields on the
Certificates of the related series. Servicing decisions made with respect to
the Mortgage Loans, including the use of payment plans prior to a demand for
acceleration and the restructuring of Mortgage Loans in bankruptcy
proceedings, may also have an effect upon the payment patterns of particular
Mortgage Loans and thus the weighted average lives of and yields on the
Certificates of the related series.
Losses and Shortfalls on the Mortgage Assets. The yield to holders of the
Offered Certificates of any series will directly depend on the extent to which
such holders are required to bear the effects of any losses or shortfalls in
collections arising out of defaults on the Mortgage Loans in the related Trust
Fund and the timing of such losses and shortfalls. In general, the earlier
that any such loss or shortfall occurs, the greater will be the negative
effect on yield for any class of Certificates that is required to bear the
effects thereof.
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support) will be allocated
among the respective classes of Certificates of the related series in the
priority and manner, and subject to the limitations, specified in the related
Prospectus Supplement. As described in the related Prospectus Supplement, such
allocations may be effected by a reduction in the entitlements to interest
and/or Certificate Balances of one or more such classes of Certificates, or by
establishing a priority of payments among such classes of Certificates.
The yield to maturity on a class of Subordinate Certificates may be
extremely sensitive to losses and shortfalls in collections on the Mortgage
Loans in the related Trust Fund.
Additional Certificate Amortization. In addition to entitling the holders
thereof to a specified portion (which may during specified periods range from
none to all) of the principal payments received on the Mortgage Assets in the
related Trust Fund, one or more classes of Certificates of any series,
including one or more classes of Offered Certificates of such series, may
provide for distributions of principal thereof from (i) amounts attributable
to interest accrued but not currently distributable on one or more classes of
Accrual Certificates, (ii) Excess Funds or (iii) any other amounts described
in the related Prospectus Supplement. Unless otherwise specified in the
related Prospectus Supplement, "Excess Funds" will, in general, represent that
portion of the amounts distributable in respect of the Certificates of any
series on any Distribution Date that represent (i) interest received or
advanced on the Mortgage Assets in the related Trust Fund that is in excess of
the interest currently accrued on the Certificates of such series, or (ii)
Prepayment Premiums, payments from Equity Participations or any other amounts
received on the Mortgage Assets in the related Trust Fund that do not
constitute interest thereon or principal thereof.
The amortization of any class of Certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of such
Certificates and, if such Certificates were purchased at a premium, reduce the
yield thereon. The related Prospectus Supplement will discuss the relevant
factors to be considered in determining whether distributions of principal of
any class of Certificates out of such sources would have any material effect
on the rate at which such Certificates are amortized.
Optional Early Termination. If so specified in the related Prospectus
Supplement, a series of Certificates may be subject to optional early
termination through the repurchase of the Mortgage Assets in the related Trust
Fund by the party or parties specified therein, under the circumstances and in
the manner set forth therein. 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, a
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party specified therein may be authorized or required to solicit bids for the
purchase of all of the Mortgage Assets of the related Trust Fund, or of a
sufficient portion of such Mortgage Assets to retire such class or classes,
under the circumstances and in the manner set forth therein. In the absence of
other factors, any such early retirement of a class of Offered Certificates
would shorten the weighted average life thereof and, if such Certificates were
purchased at premium, reduce the yield thereon.
THE DEPOSITOR
Chase Commercial Mortgage Securities Corp., the Depositor, is a New York
corporation organized on August 2, 1993 as a wholly-owned subsidiary of
Chemical Bank (now known as The Chase Manhattan Bank). On July 14, 1996, The
Chase Manhattan Bank (National Association) merged with and into Chemical
Bank, a New York bank, and Chemical Bank then changed its name to The Chase
Manhattan Bank. The Depositor maintains its principal office at 380 Madison
Avenue, New York, New York 10017-2951. Its telephone number is (212) 622-3510.
The Depositor does not have, nor is it expected in the future to have, any
significant assets.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Certificates of any
series 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.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
Each series of Certificates will represent the entire beneficial ownership
interest in the Trust Fund created pursuant to the related Pooling Agreement.
As described in the related Prospectus Supplement, the Certificates of each
series, including the Offered Certificates of such series, may consist of one
or more classes of Certificates that, among other things: (i) provide for the
accrual of interest thereon at a fixed, variable or adjustable rate; (ii) are
senior (collectively, "Senior Certificates") or subordinate (collectively,
"Subordinate Certificates") to one or more other classes of Certificates in
entitlement to certain distributions on the Certificates; (iii) are entitled
to distributions of principal, with disproportionately small, nominal or no
distributions of interest (collectively, "Stripped Principal Certificates");
(iv) are entitled to distributions of interest, with disproportionately small,
nominal or no distributions of principal (collectively, "Stripped Interest
Certificates"); (v) provide for distributions of interest thereon or principal
thereof that commence only after the occurrence of certain events, such as the
retirement of one or more other classes of Certificates of such series; (vi)
provide for distributions of principal thereof to be made, from time to time
or for designated periods, at a rate that is faster (and, in some cases,
substantially faster) or slower (and, in some cases, substantially slower)
than the rate at which payments or other collections of principal are received
on the Mortgage Assets in the related Trust Fund; (vii) provide for
distributions of principal thereof to be made, subject to available funds,
based on a specified principal payment schedule or other methodology; or
(viii) provide for distributions based on collections on the Mortgage Assets
in the related Trust Fund attributable to Prepayment Premiums and Equity
Participations.
Each class of Offered Certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain
classes of Stripped Interest Certificates or Residual Certificates, notional
amounts or percentage interests, specified in the related Prospectus
Supplement. As provided in the related Prospectus Supplement, one or more
classes of Offered Certificates of any series may be issued in fully
registered, definitive form (such Certificates, "Definitive Certificates") or
may be offered in book-entry format (such Certificates, "Book-Entry
Certificates") through the facilities of The Depository Trust Company ("DTC").
The Offered Certificates of each series (if issued as Definitive Certificates)
may be transferred or exchanged, subject to any restrictions on transfer
described in the related Prospectus Supplement, at the location specified in
the related Prospectus Supplement, without the payment of any service charges,
other than any tax or other governmental charge payable in connection
therewith. Interests in a class of Book-Entry Certificates will be transferred
on the book-entry records of DTC and its participating organizations. See
"Risk Factors--Limited Liquidity" and "--Book-Entry Registration".
DISTRIBUTIONS
Distributions on the Certificates of each series will be made by or on
behalf of the related Trustee or Master Servicer on each Distribution Date as
specified in the related Prospectus Supplement from the Available Distribution
Amount for such series and such Distribution Date. Unless otherwise provided
in the related Prospectus Supplement, the "Available Distribution Amount" for
any series of Certificates and any Distribution Date will refer to the total
of all payments or other collections (or advances in lieu thereof) on, under
or in respect of the Mortgage Assets and any other assets included in the
related Trust Fund that are available for distribution to the holders of
Certificates of such series on such date. The particular components of the
Available Distribution Amount for any series on each Distribution Date will be
more specifically described in the related Prospectus Supplement.
Except as otherwise specified in the related Prospectus Supplement,
distributions on the Certificates of each series (other than the final
distribution in retirement of any such Certificate) will be made to the
persons in whose names such Certificates are registered at the close of
business on the last business day of the month preceding the month in which
the applicable Distribution Date occurs (the "Record Date"), and the amount of
each distribution will be determined as of the close of business on the date
(the "Determination Date") specified in the related Prospectus Supplement. All
distributions with respect to each class of Certificates on each Distribution
Date will be allocated pro rata among the outstanding
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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 such Certificateholder
has provided the person required to make such payments with wiring
instructions (which may be provided in the form of a standing order applicable
to all subsequent distributions) no later than the date specified in the
related Prospectus Supplement (and, if so provided in the related Prospectus
Supplement, such Certificateholder holds Certificates in the requisite amount
or denomination specified therein), or by check mailed to the address of such
Certificateholder as it appears on the Certificate Register; provided,
however, that the final distribution in retirement of any class of
Certificates (whether Definitive Certificates or Book-Entry Certificates) will
be made only upon presentation and surrender of such Certificates at the
location specified in the notice to Certificateholders of such final
distribution.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of Certificates of each series (other than certain classes of
Stripped Principal Certificates and certain classes of Residual Certificates
that have no Pass-Through Rate) may have a different Pass-Through Rate, which
in each case may be fixed, variable or adjustable. The related Prospectus
Supplement will specify the Pass-Through Rate or, in the case of a variable or
adjustable Pass-Through Rate, the method for determining the Pass-Through
Rate, for each class. Unless otherwise specified in the related Prospectus
Supplement, interest on the Certificates of each series will be calculated on
the basis of a 360-day year consisting of twelve 30-day months.
Distributions of interest in respect of any class of Certificates (other
than certain classes of Certificates that will be entitled to distributions of
accrued interest commencing only on the Distribution Date, or under the
circumstances, specified in the related Prospectus Supplement ("Accrual
Certificates"), and other than any class of Stripped Principal Certificates or
Residual Certificates that is not entitled to any distributions of interest)
will be made on each Distribution Date 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 the Certificate Balance
thereof on each Distribution Date. With respect to each class of Certificates
(other than certain classes of Stripped Interest Certificates and certain
classes of Residual Certificates), the "Accrued Certificate Interest" for each
Distribution Date will be equal to interest at the applicable Pass-Through
Rate accrued for a specified period (generally equal to the time period
between Distribution Dates) on the outstanding Certificate Balance of such
class of Certificates immediately prior to such Distribution Date. Unless
otherwise provided in the related Prospectus Supplement, the Accrued
Certificate Interest for each Distribution Date on a class of Stripped
Interest Certificates will be similarly calculated except that it will accrue
on a notional amount (a "Notional Amount") that is either (i) based on the
principal balances of some or all of the Mortgage Assets in the related Trust
Fund or (ii) equal to the Certificate Balances of one or more other classes of
Certificates of the same series. Reference to a Notional Amount with respect
to a class of Stripped Interest Certificates is solely for convenience in
making certain calculations and does not represent the right to receive any
distributions of principal. If so specified in the related Prospectus
Supplement, the amount of Accrued Certificate Interest that is otherwise
distributable on (or, in the case of Accrual Certificates, that may otherwise
be added to the Certificate Balance of) one or more classes of the
Certificates of a series will be reduced to the extent that any Prepayment
Interest Shortfalls, as described under "Yield and Maturity
Considerations--Certain Shortfalls in Collections of Interest", exceed the
amount of any sums (including, if and to the extent specified in the related
Prospectus Supplement, all or a portion of the Master Servicer's servicing
compensation) that are applied to offset the amount of such shortfalls. The
particular manner in which such shortfalls will be allocated among some or all
of the classes of Certificates of that series will be specified in the related
Prospectus Supplement. The 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
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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--Prepayments; Average
Life of Certificates; Yields" and "Yield and Maturity Considerations".
DISTRIBUTIONS OF PRINCIPAL ON THE CERTIFICATES
Each class of Certificates of each series (other than certain classes of
Stripped Interest Certificates and certain classes of Residual Certificates)
will have a "Certificate Balance" which, at any time, will equal the then
maximum amount that the holders of Certificates of such class will be entitled
to receive in respect of principal out of the future cash flow on the Mortgage
Assets and other assets included in the related Trust Fund. The outstanding
Certificate Balance of a class of Certificates will be reduced by
distributions of principal made thereon from time to time and, if so provided
in the related Prospectus Supplement, further by any losses incurred in
respect of the related Mortgage Assets allocated thereto from time to time. In
turn, the outstanding Certificate Balance of a class of Certificates may be
increased as a result of any deferred interest on or in respect of the related
Mortgage Assets being allocated thereto from time to time, and will be
increased, in the case of a class of Accrual Certificates prior to the
Distribution Date on which distributions of interest thereon are required to
commence, by the amount of any Accrued Certificate Interest in respect thereof
(reduced as described above). Unless otherwise provided in the related
Prospectus Supplement, the initial aggregate Certificate Balance of all
classes of a series of Certificates will not be greater than the aggregate
outstanding principal balance of the related Mortgage Assets as of the
applicable Cut-off Date, after application of scheduled payments due on or
before such date, whether or not received. The initial Certificate Balance of
each class of a series of Certificates will be specified in the related
Prospectus Supplement. As and to the extent described in the related
Prospectus Supplement, distributions of principal with respect to a series of
Certificates will be made on each Distribution Date to the holders of the
class or classes of Certificates of such series entitled thereto until the
Certificate Balances of such Certificates have been reduced to zero.
Distributions of principal with respect to one or more classes of Certificates
may be made at a rate that is faster (and, in some cases, substantially
faster) than the rate at which payments or other collections of principal are
received on the Mortgage Assets in the related Trust Fund. Distributions of
principal with respect to one or more classes of Certificates may not commence
until the occurrence of certain events, such as the retirement of one or more
other classes of Certificates of the same series, or may be made at a rate
that is slower (and, in some cases, substantially slower) than the rate at
which payments or other collections of principal are received on the Mortgage
Assets in the related Trust Fund. Distributions of principal with respect to
one or more classes of Certificates (each such class, a "Controlled
Amortization Class") may be made, subject to available funds, based on a
specified principal payment schedule. Distributions of principal with respect
to one or more classes of Certificates (each such class, a "Companion Class")
may be contingent on the specified principal payment schedule for a Controlled
Amortization Class of the same series and the rate at which payments and other
collections of principal on the Mortgage Assets in the related Trust Fund are
received. Unless otherwise specified in the related Prospectus Supplement,
distributions of principal of any class of Offered Certificates will be made
on a pro rata basis among all of the Certificates of such class.
DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN
RESPECT OF
EQUITY PARTICIPATIONS
If so provided in the related Prospectus Supplement, Prepayment Premiums or
payments in respect of Equity Participations received on or in connection with
the Mortgage Assets in any Trust Fund will be distributed on each Distribution
Date to the holders of the class of Certificates of the related series
entitled thereto in accordance with the provisions described in such
Prospectus Supplement.
ALLOCATION OF LOSSES AND SHORTFALLS
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support)
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will be allocated among the respective classes of Certificates of the related
series in the priority and manner, and subject to the limitations, specified
in the related Prospectus Supplement. As described in the related Prospectus
Supplement, such allocations may be effected by a reduction in the
entitlements to interest and/or Certificate Balances of one or more such
classes of Certificates, or by establishing a priority of payments among such
classes of Certificates.
ADVANCES IN RESPECT OF DELINQUENCIES
If and to the extent provided in the related Prospectus Supplement, if a
Trust Fund includes Mortgage Loans, the Master Servicer, a Special Servicer,
the Trustee, any provider of Credit Support and/or any other specified person
may be obligated to advance, or have the option of advancing, on or before
each Distribution Date, from its or their own funds or from excess funds held
in the related Certificate Account that are not part of the Available
Distribution Amount for the related series of Certificates for such
Distribution Date, an amount up to the aggregate of any payments of principal
(other than any balloon payments) and interest that were due on or in respect
of such Mortgage Loans during the related Due Period and were delinquent on
the related Determination Date.
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of Certificates entitled
thereto, rather than to guarantee or insure against losses. Accordingly, all
advances made out of a specific entity's own funds will be reimbursable out of
related recoveries on the Mortgage Loans (including amounts received under any
instrument of Credit Support) respecting which such advances were made (as to
any Mortgage Loan, "Related Proceeds") and such other specific sources as may
be identified in the related Prospectus Supplement, including in the case of a
series that includes one or more classes of Subordinate Certificates,
collections on other Mortgage Loans in the related Trust Fund that would
otherwise be distributable to the holders of one or more classes of such
Subordinate Certificates. No advance will be required to be made by a Master
Servicer, Special Servicer or Trustee if, in the good faith judgment of the
Master Servicer, Special Servicer or Trustee, as the case may be, such advance
would not be recoverable from Related Proceeds or another specifically
identified source (any such advance, a "Nonrecoverable Advance"); and, if
previously made by a Master Servicer, Special Servicer or Trustee, a
Nonrecoverable Advance will be reimbursable thereto from any amounts in the
related Certificate Account prior to any distributions being made to the
related series of Certificateholders.
If advances have been made by a Master Servicer, Special Servicer, Trustee
or other entity from excess funds in a Certificate Account, such Master
Servicer, Special Servicer, Trustee or other entity, as the case may be, will
be required to replace such funds in such Certificate Account on any future
Distribution Date to the extent that funds in such Certificate Account on such
Distribution Date are less than payments required to be made to the related
series of Certificateholders on such date. If so specified in the related
Prospectus Supplement, the obligation of a Master Servicer, Special Servicer,
Trustee or other entity to make advances may be secured by a cash advance
reserve fund or a surety bond. If applicable, information regarding the
characteristics of, 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, any
entity making advances will be entitled to receive interest thereon for the
period that such advances are outstanding at the rate specified in such
Prospectus Supplement, and such entity will be entitled to payment of such
interest periodically from general collections on the Mortgage Loans in the
related Trust Fund prior to any payment to the related series of
Certificateholders or as otherwise provided in the related Pooling Agreement
and described in such Prospectus Supplement.
The Prospectus Supplement for any series of Certificates evidencing an
interest in a Trust Fund that includes MBS will describe any comparable
advancing obligation of a party to the related Pooling Agreement or of a party
to the related MBS Agreement.
REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date, together with the distribution to the holders of
each class of the Offered Certificates of a series, a Master Servicer or
Trustee, as provided in the related Prospectus Supplement,
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will forward to each such holder, a statement (a "Distribution Date
Statement") that, unless otherwise provided in the related Prospectus
Supplement, will set forth, among other things, in each case to the extent
applicable:
(i) the amount of such distribution to holders of such class of Offered
Certificates that was applied to reduce the Certificate Balance thereof;
(ii) the amount of such distribution to holders of such class of Offered
Certificates that is allocable to Accrued Certificate Interest;
(iii) the amount, if any, of such distribution to holders of such class
of Offered Certificates that is allocable to (A) Prepayment Premiums and
(B) payments on account of Equity Participations;
(iv) the amount, if any, by which such distribution is less than the
amounts to which holders of such class of Offered Certificates are
entitled;
(v) if the related Trust Fund includes Mortgage Loans, the aggregate
amount of advances included in such distribution;
(vi) if the related Trust Fund includes Mortgage Loans, the amount of
servicing compensation received by the related Master Servicer (and, if
payable directly out of the related Trust Fund, by any Special Servicer
and any Sub-Servicer) and such other customary information as the
reporting party deems necessary or desirable, or that a Certificateholder
reasonably requests, to enable Certificateholders to prepare their tax
returns;
(vii) information regarding the aggregate principal balance of the
related Mortgage Assets on or about such Distribution Date;
(viii) if the related Trust Fund includes Mortgage Loans, information
regarding the number and aggregate principal balance of such Mortgage
Loans that are delinquent in varying degrees;
(ix) if the related Trust Fund includes Mortgage Loans, information
regarding the aggregate amount of losses incurred and principal
prepayments made with respect to such Mortgage Loans during the related
Prepayment Period (that is, the specified period, generally equal in
length to the time period between Distribution Dates, during which
prepayments and other unscheduled collections on the Mortgage Loans in the
related Trust Fund must be received in order to be distributed on a
particular Distribution Date);
(x) the 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 or
Notional Amount due to the allocation of any losses in respect of the
related Mortgage Assets, any increase in such Certificate Balance or
Notional Amount due to the allocation of any negative amortization in
respect of the related Mortgage Assets and any increase in the Certificate
Balance of a class of Accrual Certificates, if any, in the event that
Accrued Certificate Interest has been added to such balance;
(xi) if such class of Offered Certificates has a variable Pass-Through
Rate or an adjustable Pass-Through Rate, the Pass-Through Rate applicable
thereto for such Distribution Date and, if determinable, for the next
succeeding Distribution Date;
(xii) the amount deposited in or withdrawn from any reserve fund on such
Distribution Date, and the amount remaining on deposit in such reserve
fund as of the close of business on such Distribution Date;
(xiii) if the related Trust Fund includes one or more instruments of
Credit Support, such as a letter of credit, an insurance policy and/or a
surety bond, the amount of coverage under each such instrument as of the
close of business on such Distribution Date; and
(xiv) to the extent not otherwise reflected through the information
furnished pursuant to subclauses (viii) and (x) above, the amount of
Credit Support being afforded by any classes of Subordinate Certificates.
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In the case of information furnished pursuant to subclauses (i)-(iii)
above, the amounts will be expressed as a dollar amount per minimum
denomination of the relevant class of Offered Certificates or per a specified
portion of such minimum denomination. The Prospectus Supplement for each
series of Certificates may describe additional information to be included in
reports to the holders of the Offered Certificates of such series.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer or Trustee for a series of Certificates, as the case may be,
will be required to furnish to each person who at any time during the calendar
year was a holder of an Offered Certificate of such series a statement
containing the information set forth in subclauses (i)-(iii) above, aggregated
for such calendar year or the applicable portion thereof during which such
person was a Certificateholder. Such obligation will be deemed to have been
satisfied to the extent that substantially comparable information is provided
pursuant to any requirements of the Code as are from time to time in force.
See, however, "Description of the Certificates--Book-Entry Registration and
Definitive Certificates".
If the Trust Fund for a series of Certificates includes MBS, the ability of
the related Master Servicer or Trustee, as the case may be, to include in any
Distribution Date Statement information regarding the mortgage loans
underlying such MBS will depend on the reports received with respect to such
MBS. In such cases, the related Prospectus Supplement will describe the
loan-specific information to be included in the Distribution Date Statements
that will be forwarded to the holders of the Offered Certificates of that
series in connection with distributions made to them.
VOTING RIGHTS
The voting rights evidenced by each series of Certificates (as to such
series, the "Voting Rights") will be allocated among the respective classes of
such series in the manner described in the related Prospectus Supplement.
Certificateholders will generally not have a right to vote, except with
respect to required consents to certain amendments to the related Pooling
Agreement and as otherwise specified in the related Prospectus Supplement. See
"Description of the Pooling Agreements--Amendment". The holders of specified
amounts of Certificates of a particular series will have the right to act as a
group to remove the related Trustee and also upon the occurrence of certain
events which if continuing would constitute an Event of Default on the part of
the related Master Servicer. See "Description of the Pooling
Agreements--Events of Default", "--Rights Upon Event of Default" and
"--Resignation and Removal of the Trustee".
TERMINATION
The obligations created by the Pooling Agreement for each series of
Certificates will terminate following (i) 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 (ii) the payment to the Certificateholders of that series of all amounts
required to be paid to them pursuant to such Pooling Agreement. Written notice
of termination of a Pooling Agreement will be given to each Certificateholder
of the related series, and the final distribution will be made only upon
presentation and surrender of the Certificates of such series at the location
to be specified in the notice of termination.
If so specified in the related Prospectus Supplement, a series of
Certificates may be subject to optional early termination through the
repurchase of the Mortgage Assets in the related Trust Fund by the party or
parties specified therein, under the circumstances and in the manner set forth
therein. 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, a party designated therein
may be authorized or required to solicit bids for the purchase of all the
Mortgage Assets of the related Trust Fund, or of a sufficient portion of such
Mortgage Assets to retire such class or classes, under the circumstances and
in the manner set forth therein.
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BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the Prospectus Supplement for a series of Certificates,
one or more classes of the Offered Certificates of such series will be offered
in book-entry format through the facilities of The Depository Trust Company
("DTC"), and each such class will be represented by one or more global
Certificates registered in the name of DTC or its nominee.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking corporation" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities for its participating organizations
("Participants") and facilitate the clearance and settlement of securities
transactions between Participants through electronic computerized book-entry
changes in their accounts, thereby eliminating the need for physical movement
of securities certificates. "Direct Participants", which maintain accounts
with DTC, include securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the DTC system also is available to
others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
Purchases of Book-Entry Certificates under the DTC system must be made by
or through Direct Participants, which will receive a credit for the Book-Entry
Certificates on DTC's records. The ownership interest of each actual purchaser
of a Book-Entry Certificate (a "Certificate Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Certificate Owners will not
receive written confirmation from DTC of their purchases, but Certificate
Owners are expected to receive written confirmations providing details of such
transactions, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which each Certificate Owner entered
into the transaction. Transfers of ownership interest in the Book-Entry
Certificates are to be accomplished by entries made on the books of
Participants acting on behalf of Certificate Owners. Certificate Owners will
not receive certificates representing their ownership interests in the
Book-Entry Certificates, except in the event that use of the book-entry system
for the Book-Entry Certificates of any series is discontinued as described
below.
DTC has no knowledge of the actual Certificate Owners of the Book-Entry
Certificates; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Certificates are credited, which may or
may not be the Certificate Owners. The Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Certificate Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related
Distribution Date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on
such date. Disbursement of such distributions by Participants to Certificate
Owners will be governed by standing instructions and customary practices, as
is the case with securities held for the accounts of customers in bearer form
or registered in "street name", and will be the responsibility of each such
Participant (and not of DTC, the Depositor or any Trustee or Master Servicer),
subject to any statutory or regulatory requirements as may be in effect from
time to time. Under a book-entry system, Certificate Owners may receive
payments after the related Distribution Date.
Unless otherwise provided in the related Prospectus Supplement, the only
"Certificateholder" (as such term is used in the related Pooling Agreement)
will be the nominee of DTC, and the Certificate
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Owners will not be recognized as Certificateholders under the Pooling
Agreement. Certificate Owners will be permitted to exercise the rights of
Certificateholders under the related Pooling Agreement only indirectly through
the Participants who in turn will exercise their rights through DTC. The
Depositor is informed that DTC will take action permitted to be taken by a
Certificateholder under a Pooling Agreement only at the direction of one or
more Participants to whose account with DTC interests in the Book-Entry
Certificates are credited.
Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain Certificate Owners, the ability of
a Certificate Owner to pledge its interest in Book-Entry Certificates to
persons or entities that do not participate in the DTC system, or otherwise
take actions in respect of its interest in Book-Entry Certificates, may be
limited due to the lack of a physical certificate evidencing such interest.
Unless otherwise specified in the related Prospectus Supplement,
Certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or
its nominee, only if (i) the Depositor advises the Trustee in writing that DTC
is no longer willing or able to discharge properly its responsibilities as
depository with respect to such Certificates and the Depositor is unable to
locate a qualified successor or (ii) the Depositor, at its option, elects to
terminate the book-entry system through DTC with respect to such Certificates.
Upon the occurrence of either of the events described in the preceding
sentence, DTC will be required to notify all Participants of the availability
through DTC of Definitive Certificates. Upon surrender by DTC of the
certificate or certificates representing a class of Book-Entry Certificates,
together with instructions for registration, the Trustee for the related
series or other designated party will be required to issue to the Certificate
Owners identified in such instructions the Definitive Certificates to which
they are entitled, and thereafter the holders of such Definitive Certificates
will be recognized as Certificateholders under the related Pooling Agreement.
DESCRIPTION OF THE POOLING AGREEMENTS
GENERAL
The Certificates of each series will be issued pursuant to a pooling and
servicing agreement or other agreement specified in the related Prospectus
Supplement (in either case, a "Pooling Agreement"). In general, the parties to
a Pooling Agreement will include the Depositor, the Trustee, the Master
Servicer and, in some cases, a Special Servicer appointed as of the date of
the Pooling Agreement. However, a Pooling Agreement may include a Mortgage
Asset Seller as a party, and a Pooling Agreement that relates to a Trust Fund
that consists solely of MBS may not include a Master Servicer or other
servicer as a party. All parties to each Pooling Agreement under which
Certificates of a series are issued will be identified in the related
Prospectus Supplement. If so specified in the related Prospectus Supplement,
an affiliate of the Depositor, or the Mortgage Asset Seller or an affiliate
thereof, may perform the functions of Master Servicer or Special Servicer. Any
party to a Pooling Agreement may own Certificates issued thereunder; however,
except with respect to required consents to certain amendments to a Pooling
Agreement, Certificates issued thereunder that are held by the Master Servicer
or Special Servicer for the related series will not be allocated Voting
Rights.
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. However, the
provisions of each Pooling Agreement will vary depending upon the nature of
the Certificates to be issued thereunder and the nature of the related Trust
Fund. The following summaries describe certain provisions that may appear in a
Pooling Agreement under which Certificates that evidence interests in Mortgage
Loans will be issued. The Prospectus Supplement for a series of Certificates
will describe any provision of the related Pooling Agreement that materially
differs from the description thereof contained in this Prospectus and, if the
related Trust Fund includes MBS, will summarize all of the material provisions
of the related Pooling Agreement. The summaries herein do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Pooling Agreement for each series of
Certificates and the description of such provisions in the related Prospectus
Supplement. As used herein with respect to any
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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 Pooling Agreement (without exhibits) that relates to any series
of Certificates without charge upon written request of a holder of a
Certificate of such series addressed to Chase Commercial Mortgage Securities
Corp., 380 Madison Avenue, New York, New York 10017-2951, Attention:
President.
ASSIGNMENT OF MORTGAGE LOANS; 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 Loans
to be included in the related Trust Fund, together with, unless otherwise
specified in the related Prospectus Supplement, all principal and interest to
be received on or with respect to such Mortgage Loans after the Cut-off Date,
other than principal and interest due on or before the Cut-off Date. The
Trustee will, concurrently with such assignment, deliver the Certificates to
or at the direction of the Depositor in exchange for the Mortgage Loans and
the other assets to be included in the Trust Fund for such series. Each
Mortgage Loan will be identified in a schedule appearing as an exhibit to the
related Pooling Agreement. Such schedule generally will include detailed
information that pertains to each Mortgage Loan included in the related Trust
Fund, which information will typically include the address of the related
Mortgaged Property and type of such property; the Mortgage Rate and, if
applicable, the applicable index, gross margin, adjustment date and any rate
cap information; the original and remaining term to maturity; the original
amortization term; and the original and outstanding principal balance.
With respect to each Mortgage Loan to be included in a Trust Fund, the
Depositor will deliver (or cause to be delivered) to the related Trustee (or
to a custodian appointed by the Trustee) certain loan documents which, unless
otherwise specified in the related Prospectus Supplement, will include the
original Mortgage Note endorsed, without recourse, to the order of the
Trustee, the original Mortgage (or a certified copy thereof) with evidence of
recording indicated thereon and an assignment of the Mortgage to the Trustee
in recordable form. Unless otherwise provided in the Prospectus Supplement for
a series of Certificates, the related Pooling Agreement will require that the
Depositor or another party thereto promptly cause each such assignment of
Mortgage to be recorded in the appropriate public office for real property
records.
The Trustee (or a custodian appointed by the Trustee) for a series of
Certificates will be required to review the Mortgage Loan documents delivered
to it within a specified period of days after receipt thereof, and the Trustee
(or such custodian) will hold such documents in trust for the benefit of the
Certificateholders of such series. Unless otherwise specified in the related
Prospectus Supplement, if any such document is found to be missing or
defective, and such omission or defect, as the case may be, materially and
adversely affects the interests of the Certificateholders of the related
series, the Trustee (or such custodian) will be required to notify the Master
Servicer and the Depositor, and one of such persons will be required to notify
the relevant Mortgage Asset Seller. In that case, and if the Mortgage Asset
Seller cannot deliver the document or cure the defect within a specified
number of days after receipt of such notice, then, except as otherwise
specified below or in the related Prospectus Supplement, the Mortgage Asset
Seller will be obligated to repurchase the related Mortgage Loan from the
Trustee at a price that will be specified in the related Prospectus
Supplement. If so provided in the Prospectus Supplement for a series of
Certificates, a Mortgage Asset Seller, in lieu of repurchasing a Mortgage Loan
as to which there is missing or defective loan documentation, will have the
option, exercisable upon certain conditions and/or within a specified period
after initial issuance of such series of Certificates, to replace such
Mortgage Loan with one or more other mortgage loans, in accordance with
standards that will be described in the Prospectus Supplement. Unless
otherwise specified in the related Prospectus Supplement, this repurchase or
substitution obligation will constitute the sole remedy to holders of the
Certificates of any series or to the related Trustee on their behalf for
missing or defective loan documentation and neither the Depositor nor, unless
it is the Mortgage Asset Seller, the Master Servicer will be obligated to
purchase or replace a Mortgage Loan if a Mortgage Asset Seller defaults on its
obligation to do so. Notwithstanding the foregoing, if a document has not been
delivered to the related Trustee (or to a custodian appointed by the Trustee)
because such document has been submitted for
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recording, and neither such document nor a certified copy thereof, in either
case with evidence of recording thereon, can be obtained because of delays on
the part of the applicable recording office, then, unless otherwise specified
in the related Prospectus Supplement, the Mortgage Asset Seller will not be
required to repurchase or replace the affected Mortgage Loan on the basis of
such missing document so long as it continues in good faith to attempt to
obtain such document or such certified copy.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
Unless otherwise provided in the Prospectus Supplement for a series of
Certificates, the Depositor will, with respect to each Mortgage Loan in the
related Trust Fund, make or assign, or cause to be made or assigned, certain
representations and warranties (the person making such representations and
warranties, the "Warranting Party") covering, by way of example: (i) the
accuracy of the information set forth for such Mortgage Loan on the schedule
of Mortgage Loans appearing as an exhibit to the related Pooling Agreement;
(ii) the enforceability of the related Mortgage Note and Mortgage and the
existence of title insurance insuring the lien priority of the related
Mortgage; (iii) the Warranting Party's title to the Mortgage Loan and the
authority of the Warranting Party to sell the Mortgage Loan; and (iv) the
payment status of the Mortgage Loan. It is expected that in most cases the
Warranting Party will be the Mortgage Asset Seller; however, the Warranting
Party may also be an affiliate of the Mortgage Asset Seller, the Depositor or
an affiliate of the Depositor, the Master Servicer, a Special Servicer or
another person acceptable to the Depositor. The Warranting Party, if other
than the Mortgage Asset Seller, will be identified in the related Prospectus
Supplement.
Unless otherwise provided in the related Prospectus Supplement, each
Pooling Agreement will provide that the Master Servicer and/or Trustee will be
required to notify promptly any Warranting Party of any breach of any
representation or warranty made by it in respect of a Mortgage Loan that
materially and adversely affects the interests of the Certificateholders of
the related series. If such Warranting Party cannot cure such breach within a
specified period following the date on which it was notified of such breach,
then, unless otherwise provided in the related Prospectus Supplement, it will
be obligated to repurchase such Mortgage Loan from the Trustee at a price that
will be specified in the related Prospectus Supplement. If so provided in the
Prospectus Supplement for a series of Certificates, a Warranting Party, in
lieu of repurchasing a Mortgage Loan as to which a breach has occurred, will
have the option, exercisable upon certain conditions and/or within a specified
period after initial issuance of such series of Certificates, to replace such
Mortgage Loan with one or more other mortgage loans, in accordance with
standards that will be described in the Prospectus Supplement. Unless
otherwise specified in the related Prospectus Supplement, this repurchase or
substitution obligation will constitute the sole remedy available to holders
of the Certificates of any series or to the related Trustee on their behalf
for a breach of representation and warranty by a Warranting Party and neither
the Depositor nor the Master Servicer, in either case unless it is the
Warranting Party, will be obligated to purchase or replace a Mortgage Loan if
a Warranting Party defaults on its obligation to do so.
In some cases, representations and warranties will have been made in
respect of a Mortgage Loan as of a date prior to the date upon which the
related series of Certificates is issued, and thus may not address events that
may occur following the date as of which they were made. However, the
Depositor will not include any Mortgage 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 Mortgage Loan will not be accurate in all material respects as of the
date of issuance. The date as of which the representations and warranties
regarding the Mortgage Loans in any Trust Fund were made will be specified in
the related Prospectus Supplement.
COLLECTION AND OTHER SERVICING PROCEDURES
The Master Servicer for any Trust Fund, directly or through Sub-Servicers,
will be required to make reasonable efforts to collect all scheduled payments
under the Mortgage Loans in such Trust Fund, and will be required to follow
such collection procedures as it would follow with respect to mortgage loans
that are comparable to the Mortgage Loans in such Trust Fund and held for its
own account, provided such procedures are consistent with (i) the terms of the
related Pooling Agreement and any related instrument
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of Credit Support included in such Trust Fund, (ii) applicable law and (iii)
the servicing standard specified in the related Pooling Agreement and
Prospectus Supplement (the "Servicing Standard").
The Master Servicer for any Trust Fund, directly or through Sub-Servicers,
will also be required to perform as to the Mortgage Loans in such Trust Fund
various other customary functions of a servicer of comparable loans, including
maintaining escrow or impound accounts, if required under the related Pooling
Agreement, for payment of taxes, insurance premiums, ground rents and similar
items, or otherwise monitoring the timely payment of those items; attempting
to collect delinquent payments; supervising foreclosures; negotiating
modifications; conducting property inspections on a periodic or other basis;
managing (or overseeing the management of) Mortgaged Properties acquired on
behalf of such Trust Fund through foreclosure, deed-in-lieu of foreclosure or
otherwise (each, an "REO Property"); and maintaining servicing records
relating to such Mortgage Loans. Unless otherwise specified in the related
Prospectus Supplement, the Master Servicer will be responsible for filing and
settling claims in respect of particular Mortgage Loans under any applicable
instrument of Credit Support. See "Description of Credit Support".
SUB-SERVICERS
A Master Servicer may delegate its servicing obligations in respect of the
Mortgage Loans serviced thereby to one or more third-party servicers (each, a
"Sub-Servicer"); provided that, unless otherwise specified in the related
Prospectus Supplement, such Master Servicer will remain obligated under the
related Pooling Agreement. A Sub-Servicer for any series of Certificates may
be an affiliate of the Depositor or Master Servicer. Unless otherwise provided
in the related Prospectus Supplement, each sub-servicing agreement between a
Master Servicer and a Sub-Servicer (a "Sub-Servicing Agreement") will provide
that, if for any reason the Master Servicer is no longer acting in such
capacity, the Trustee or any successor Master Servicer may assume the Master
Servicer's rights and obligations under such Sub-Servicing Agreement. A Master
Servicer will be required to monitor the performance of Sub-Servicers retained
by it and will have the right to remove a Sub-Servicer retained by it at any
time it considers such removal to be in the best interests of
Certificateholders.
Unless otherwise provided in the related Prospectus Supplement, a Master
Servicer will be solely liable for all fees owed by it to any Sub-Servicer,
irrespective of whether the Master Servicer's compensation pursuant to the
related Pooling Agreement is sufficient to pay such fees. Each Sub-Servicer
will be reimbursed by the Master Servicer that retained it for certain
expenditures which it makes, generally to the same extent the Master Servicer
would be reimbursed under a Pooling Agreement. See "--Certificate Account" and
"--Servicing Compensation and Payment of Expenses".
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 Pooling Agreement or may be appointed by the Master Servicer or
another specified party. A Special Servicer for any series of Certificates may
be an affiliate of the Depositor or the Master Servicer. A Special Servicer
may be entitled to any of the rights, and subject to any of the obligations,
described herein in respect of a Master Servicer. The related Prospectus
Supplement will describe the rights, obligations and compensation of any
Special Servicer for a particular series of Certificates. The Master Servicer
will be liable for the performance of a Special Servicer only if, and to the
extent, set forth in the related Prospectus Supplement.
CERTIFICATE ACCOUNT
General. The Master Servicer, the Trustee and/or a Special Servicer will,
as to each Trust Fund that includes Mortgage Loans, establish and maintain or
cause to be established and maintained one or more separate accounts for the
collection of payments on or in respect of such Mortgage Loans (collectively,
the "Certificate Account"), which will be established so as to comply with the
standards of each Rating Agency that has rated any one or more classes of
Certificates of the related series. A Certificate Account may be maintained as
an interest-bearing or a non-interest-bearing account and the funds held
therein
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may be invested pending each succeeding Distribution Date in United States
government securities and other obligations that are acceptable to each Rating
Agency that has rated any one or more classes of Certificates of the related
series ("Permitted Investments"). Unless otherwise provided in the related
Prospectus Supplement, any interest or other income earned on funds in a
Certificate Account will be paid to the related Master Servicer, Trustee or
Special Servicer (if any) as additional compensation. A Certificate Account
may be maintained with the related Master Servicer, Special Servicer or
Mortgage Asset Seller or with a depository institution that is an affiliate of
any of the foregoing or of the Depositor, provided that it complies with
applicable Rating Agency standards. If permitted by the applicable Rating
Agency or Agencies and so specified in the related Prospectus Supplement, a
Certificate Account may contain funds relating to more than one series of
mortgage pass-through certificates and may contain other funds representing
payments on mortgage loans owned by the related Master Servicer or Special
Servicer (if any) or serviced by either on behalf of others.
Deposits. Unless otherwise provided in the related Pooling Agreement and
described in the related Prospectus Supplement, a Master Servicer, Trustee or
Special Servicer will be required to deposit or cause to be deposited in the
Certificate Account for each Trust Fund that includes Mortgage Loans, within a
certain period following receipt (in the case of collections on or in respect
of the Mortgage Loans) or otherwise as provided in the related Pooling
Agreement, the following payments and collections received or made by the
Master Servicer, the Trustee or any Special Servicer subsequent to the Cut-off
Date (other than payments due on or before the Cut-off Date):
(i) all payments on account of principal, including principal
prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans, including
any default interest collected, in each case net of any portion thereof
retained by the Master Servicer or any Special Servicer as its servicing
compensation or as compensation to the Trustee;
(iii) all proceeds received under any hazard, title or other insurance
policy that provides coverage with respect to a Mortgaged Property or the
related Mortgage Loan or in connection with the full or partial
condemnation of a Mortgaged Property (other than proceeds applied to the
restoration of the property or released to the related borrower in
accordance with the customary servicing practices of the Master Servicer
(or, if applicable, a Special Servicer) and/or the terms and conditions of
the related Mortgage) (collectively, "Insurance and Condemnation
Proceeds") and all other amounts received and retained in connection with
the liquidation of defaulted Mortgage Loans or property acquired in
respect thereof, by foreclosure or otherwise ("Liquidation Proceeds"),
together with the net operating income (less reasonable reserves for
future expenses) derived from the operation of any Mortgaged Properties
acquired by the Trust Fund through foreclosure or otherwise;
(iv) 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";
(v) any advances made as described under "Description of the
Certificates--Advances in Respect of Delinquencies";
(vi) any amounts paid under any Cash Flow Agreement, as described under
"Description of the Trust Funds--Cash Flow Agreements";
(vii) all proceeds of the purchase of any Mortgage Loan, or property
acquired in respect thereof, by the Depositor, any Mortgage Asset Seller
or any other specified person as described under "--Assignment of Mortgage
Loans; Repurchases" and "--Representations and Warranties; Repurchases",
all proceeds of the purchase of any defaulted Mortgage Loan as described
under "--Realization Upon Defaulted Mortgage Loans", and all proceeds of
any Mortgage Asset purchased as described under "Description of the
Certificates--Termination" (all of the foregoing, also "Liquidation
Proceeds");
(viii) any amounts paid by the Master Servicer to cover Prepayment
Interest Shortfalls arising out of the prepayment of Mortgage Loans as
described under "--Servicing Compensation and Payment of Expenses";
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(ix) to the extent that any such item does not constitute additional
servicing compensation to the Master Servicer or a Special Servicer, any
payments on account of modification or assumption fees, late payment
charges, Prepayment Premiums or Equity Participations with respect to the
Mortgage Loans;
(x) 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";
(xi) any amount required to be deposited by the Master Servicer or the
Trustee in connection with losses realized on investments for the benefit
of the Master Servicer or the Trustee, as the case may be, of funds held
in the Certificate Account; and
(xii) any other amounts required to be deposited in the Certificate
Account as provided in the related Pooling Agreement and described in the
related Prospectus Supplement.
Withdrawals. Unless otherwise provided in the related Pooling Agreement and
described in the related Prospectus Supplement, a Master Servicer, Trustee or
Special Servicer may make withdrawals from the Certificate Account for each
Trust Fund that includes Mortgage Loans for any of the following purposes:
(i) to make distributions to the Certificateholders on each Distribution
Date;
(ii) to pay the Master Servicer, the Trustee or a Special Servicer any
servicing fees not previously retained thereby, such payment to be made
out of payments on the particular Mortgage Loans as to which such fees
were earned;
(iii) to reimburse the Master Servicer, a Special Servicer, the Trustee
or any other specified person for any unreimbursed amounts advanced by it
as described under "Description of the Certificates--Advances in Respect
of Delinquencies", such reimbursement to be made out of amounts received
that were identified and applied by the Master Servicer or a Special
Servicer, as applicable, as late collections of interest on and principal
of the particular Mortgage Loans with respect to which the advances were
made or out of amounts drawn under any form of Credit Support with respect
to such Mortgage Loans;
(iv) to reimburse the Master Servicer, the Trustee or a Special Servicer
for unpaid servicing fees earned by it and certain unreimbursed servicing
expenses incurred by it with respect to Mortgage Loans in the Trust Fund
and properties acquired in respect thereof, such reimbursement to be made
out of amounts that represent Liquidation Proceeds and Insurance and
Condemnation Proceeds collected on the particular Mortgage Loans and
properties, and net income collected on the particular properties, with
respect to which 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;
(v) to reimburse the Master Servicer, a Special Servicer, the Trustee or
other specified person for any advances described in clause (iii) above
made by it and/or any servicing expenses referred to in clause (iv) above
incurred by it that, in the good faith judgment of the Master Servicer,
Special Servicer, Trustee or other specified person, as applicable, will
not be recoverable from the amounts described in clauses (iii) and (iv),
respectively, such reimbursement to be made from amounts collected on
other Mortgage Loans in the same Trust Fund or, if and to the extent so
provided by the related Pooling Agreement and described in the related
Prospectus Supplement, only from that portion of amounts collected on such
other Mortgage Loans that is otherwise distributable on one or more
classes of Subordinate Certificates of the related series;
(vi) if and to the extent described in the related Prospectus Supplement,
to pay the Master Servicer, a Special Servicer, the Trustee or any other
specified person interest accrued on the advances described in clause
(iii) above made by it and the servicing expenses described in clause (iv)
above incurred by it while such remain outstanding and unreimbursed;
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(vii) to pay for costs and expenses incurred by the Trust Fund for
environmental site assessments performed with respect to Mortgaged
Properties that constitute security for defaulted Mortgage Loans, and for
any containment, clean-up or remediation of hazardous wastes and materials
present on such Mortgaged Properties, as described under "--Realization
Upon Defaulted Mortgage Loans";
(viii) to reimburse the Master Servicer, the Special Servicer, the
Depositor, or any of their respective directors, officers, employees and
agents, as the case may be, for certain expenses, costs and liabilities
incurred thereby, as and to the extent described under "--Certain Matters
Regarding the Master Servicer and the Depositor";
(ix) if and to the extent described in the related Prospectus Supplement,
to pay the fees of Trustee;
(x) to reimburse the Trustee or any of its directors, officers, employees
and agents, as the case may be, for certain expenses, costs and
liabilities incurred thereby, as and to the extent described under
"--Certain Matters Regarding the Trustee";
(xi) if and to the extent described in the related Prospectus Supplement,
to pay the fees of any provider of Credit Support;
(xii) if and to the extent described in the related Prospectus
Supplement, to reimburse prior draws on any form of Credit Support;
(xiii) to pay the Master Servicer, a Special Servicer or the Trustee, as
appropriate, interest and investment income earned in respect of amounts
held in the Certificate Account as additional compensation;
(xiv) to pay (generally from related income) for costs incurred in
connection with the operation, management and maintenance of any Mortgaged
Property acquired by the Trust Fund by foreclosure or otherwise;
(xv) if one or more elections have been made to treat the Trust Fund or
designated portions thereof 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 "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxes That May Be Imposed on the REMIC Pool";
(xvi) to pay for the cost of an independent appraiser or other expert in
real estate matters retained to determine a fair sale price for a
defaulted Mortgage Loan or a property acquired in respect thereof in
connection with the liquidation of such Mortgage Loan or property;
(xvii) to pay for the cost of various opinions of counsel obtained
pursuant to the related Pooling Agreement for the benefit of
Certificateholders;
(xviii) to make any other withdrawals permitted by the related Pooling
Agreement and described in the related Prospectus Supplement; and
(xix) to clear and terminate the Certificate Account upon the termination
of the Trust Fund.
MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS
A Master Servicer may agree to modify, waive or amend any term of any
Mortgage Loan serviced by it in a manner consistent with the applicable
Servicing Standard; provided that, unless otherwise set forth in the related
Prospectus Supplement, the modification, waiver or amendment (i) will not
affect the amount or timing of any scheduled payments of principal or interest
on the Mortgage Loan, (ii) will not, in the judgment of the Master Servicer,
materially impair the security for the Mortgage Loan or reduce the likelihood
of timely payment of amounts due thereon and (iii) will not adversely affect
the coverage under any applicable instrument of Credit Support. Unless
otherwise provided in the related Prospectus Supplement, a Master Servicer
also may agree to any other modification, waiver or amendment if, in its
judgment, (i) a material default on the Mortgage Loan has occurred or a
payment default is imminent, (ii)
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such modification, waiver or amendment is reasonably likely to produce a
greater recovery with respect to the Mortgage Loan, taking into account the
time value of money, than would liquidation and (iii) such modification,
waiver or amendment will not adversely affect the coverage under any
applicable instrument of Credit Support.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
A borrower's failure to make required Mortgage Loan payments may mean that
operating income is insufficient to service the mortgage debt, or may reflect
the diversion of that income from the servicing of the mortgage debt. In
addition, a borrower that is unable to make Mortgage Loan payments may also be
unable to make timely payment of taxes and insurance premiums and to otherwise
maintain the related Mortgaged Property. In general, the Master Servicer for a
series of Certificates will be required to monitor any Mortgage Loan in the
related Trust Fund that is in default, evaluate whether the causes of the
default can be corrected over a reasonable period without significant
impairment of the value of the related Mortgaged Property, initiate corrective
action in cooperation with the borrower if cure is likely, inspect the related
Mortgaged Property and take 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 any such corrective action or the
need for additional initiatives.
The time within which the Master Servicer can make the initial
determination of appropriate action, evaluate the success of corrective
action, develop additional initiatives, institute foreclosure proceedings and
actually foreclose (or accept a deed to a Mortgaged Property in lieu of
foreclosure) on behalf of the Certificateholders may vary considerably
depending on the particular Mortgage Loan, the Mortgaged Property, the
borrower, the presence of an acceptable party to assume the Mortgage Loan and
the laws of the jurisdiction in which the Mortgaged Property is located. If a
borrower files a bankruptcy petition, the Master Servicer may not be permitted
to accelerate the maturity of the related Mortgage Loan or to foreclose on the
related Mortgaged Property for a considerable period of time, and such
Mortgage Loan may be restructured in the resulting bankruptcy proceedings. See
"Certain Legal Aspects of Mortgage Loans".
A Pooling Agreement may grant to the Master Servicer, a Special Servicer, a
provider of Credit Support and/or the holder or holders of certain classes of
the related series of Certificates a right of first refusal to purchase from
the Trust Fund, at a predetermined purchase price (which, if insufficient to
fully fund the entitlements of Certificateholders to principal and interest
thereon, will be specified in the related Prospectus Supplement), any Mortgage
Loan as to which a specified number of scheduled payments are delinquent. In
addition, unless otherwise specified in the related Prospectus Supplement, the
Master Servicer may offer to sell any defaulted Mortgage Loan if and when the
Master Servicer determines, consistent with the applicable Servicing Standard,
that such a sale would produce a greater recovery, taking into account the
time value of money, than would liquidation of the related Mortgaged Property.
Unless otherwise provided in the related Prospectus Supplement, the related
Pooling Agreement will require that the Master Servicer accept the highest
cash bid received from any person (including itself, the Depositor or any
affiliate of either of them or any Certificateholder) that constitutes a fair
price for such defaulted Mortgage Loan. In the absence of any bid determined
in accordance with the related Pooling Agreement to be fair, the Master
Servicer will generally be required to proceed against the related Mortgaged
Property, subject to the discussion below.
If a default on a Mortgage Loan has occurred or, in the Master Servicer's
judgment, a payment default is imminent, the Master Servicer, on behalf of the
Trustee, may at any time institute foreclosure proceedings, exercise any power
of sale contained in the related Mortgage, obtain a deed in lieu of
foreclosure, or otherwise acquire title to the related Mortgaged Property, by
operation of law or otherwise, if such action is consistent with the Servicing
Standard. Unless otherwise specified in the related Prospectus Supplement, the
Master Servicer may not, however, acquire title to any Mortgaged Property,
have a receiver of rents appointed with respect to any Mortgaged Property or
take any other action with respect to any Mortgaged Property that would cause
the Trustee, for the benefit of the related series of Certificateholders, or
any other specified person to be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or an "operator" of such
Mortgaged Property within
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the meaning of certain federal environmental laws, unless the Master Servicer
has previously determined, based on a report prepared by a person who
regularly conducts environmental audits (which report will be an expense of
the Trust Fund), that either:
(i) the Mortgaged Property is in compliance with applicable environmental
laws and regulations or, if not, that taking such actions as are necessary
to bring the Mortgaged Property into compliance therewith is reasonably
likely to produce a greater recovery, taking into account the time value
of money, than not taking such actions; and
(ii) there are no circumstances or conditions present at the Mortgaged
Property that have resulted in any contamination for which investigation,
testing, monitoring, containment, clean-up or remediation could be
required under any applicable environmental laws and regulations or, if
such circumstances or conditions are present for which any such action
could be required, taking such actions with respect to the Mortgaged
Property is reasonably likely to produce a greater recovery, taking into
account the time value of money, than not taking such actions. See
"Certain Legal Aspects of Mortgage Loans--Environmental Risks".
Unless otherwise provided in the related Prospectus Supplement, if title to
any Mortgaged Property is acquired by a Trust Fund as to which one or more
REMIC elections have been made, the Master Servicer, on behalf of the Trust
Fund, will be required to sell the Mortgaged Property within two years of
acquisition, unless (i) the Internal Revenue Service grants an extension of
time to sell such property or (ii) the Trustee receives an opinion of
independent counsel to the effect that the holding of the property by the
Trust Fund for more than two years after its acquisition will not result in
the imposition of a tax on the Trust Fund or cause the Trust Fund (or any
designated portion thereof) to fail to qualify as a REMIC under the Code at
any time that any Certificate is outstanding. Subject to the foregoing, the
Master Servicer will generally 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. 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 its obligation to manage such Mortgaged Property in a manner
consistent with the Servicing Standard.
If Liquidation Proceeds collected with respect to a defaulted Mortgage Loan
are less than the outstanding principal balance of the defaulted Mortgage Loan
plus interest accrued thereon plus the aggregate amount of reimbursable
expenses incurred by the Master Servicer in connection with such Mortgage
Loan, the Trust Fund will realize a loss in the amount of such shortfall. The
Master Servicer will be entitled to reimbursement out of the Liquidation
Proceeds recovered on any defaulted Mortgage Loan, prior to the distribution
of such Liquidation Proceeds to Certificateholders, amounts that represent
unpaid servicing compensation in respect of the Mortgage Loan, unreimbursed
servicing expenses incurred with respect to the Mortgage Loan and any
unreimbursed advances of delinquent payments made with respect to the Mortgage
Loan.
If any Mortgaged Property suffers damage such that the proceeds, if any, of
the related hazard insurance policy are insufficient to restore fully the
damaged property, the Master Servicer will not be required to expend its own
funds to effect such restoration unless (and to the extent not otherwise
provided in the related Prospectus Supplement) it determines (i) that such
restoration will increase the proceeds to Certificateholders on liquidation of
the Mortgage Loan after reimbursement of the Master Servicer for its expenses
and (ii) that such expenses will be recoverable by it from related Insurance
and Condemnation Proceeds or Liquidation Proceeds.
HAZARD INSURANCE POLICIES
Unless otherwise specified in the related Prospectus Supplement, each
Pooling Agreement will require the Master Servicer to cause each Mortgage Loan
borrower to maintain a hazard insurance policy that provides for such coverage
as is required under the related Mortgage or, if the Mortgage permits the
holder thereof to dictate to the borrower the insurance coverage to be
maintained on the related Mortgaged Property, such coverage as is consistent
with the requirements of the Servicing Standard.
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Unless otherwise specified in the related Prospectus Supplement, such coverage
generally will be in an amount equal to the lesser of the principal balance
owing on such Mortgage Loan and the replacement cost of the related Mortgaged
Property. The ability of a Master Servicer to assure that hazard insurance
proceeds are appropriately applied may be dependent upon its being named as an
additional insured under any hazard insurance policy and under any other
insurance policy referred to below, or upon the extent to which information
concerning covered losses is furnished by borrowers. All amounts collected by
a Master Servicer under any such policy (except for amounts to be applied to
the restoration or repair of the Mortgaged Property or released to the
borrower in accordance with the Master Servicer's normal servicing procedures
and/or to the terms and conditions of the related Mortgage and Mortgage Note)
will be deposited in the related Certificate Account. The Pooling Agreement
may provide that the Master Servicer may satisfy its obligation to cause each
borrower to maintain such a hazard insurance policy by maintaining a blanket
policy insuring against hazard losses on all of the Mortgage Loans in a Trust
Fund. If such blanket policy contains a deductible clause, the Master Servicer
will be required, in the event of a casualty covered by such blanket policy,
to deposit in the related Certificate Account all sums that would have been
deposited therein but for such deductible clause.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the Mortgaged Properties will be underwritten
by different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, most such policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), wet or dry rot, vermin, domestic animals and certain other kinds of
risks. Accordingly, a Mortgaged Property may not be insured for losses arising
from any such cause unless the related Mortgage specifically requires, or
permits the holder thereof to require, such coverage.
The hazard insurance policies covering the Mortgaged Properties will
typically contain co-insurance clauses that in effect require an insured at
all times to carry insurance of a specified percentage (generally 80% to 90%)
of the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, such clauses generally provide that the
insurer's liability in the event of partial loss does not exceed the lesser of
(i) the replacement cost of the improvements less physical depreciation and
(ii) such proportion of the loss as the amount of insurance carried bears to
the specified percentage of the full replacement cost of such improvements.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the Mortgage Loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the Mortgage Loan upon any sale
or other transfer of the related Mortgaged Property made without the lender's
consent. Certain of the Mortgage Loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the Mortgage
Loan upon the creation of any other lien or encumbrance upon the Mortgaged
Property. Unless otherwise provided in the related Prospectus Supplement, the
Master Servicer will determine whether to exercise any right the Trustee may
have under any such provision in a manner consistent with the Servicing
Standard. Unless otherwise specified in the related Prospectus Supplement, the
Master Servicer will be entitled to retain as additional servicing
compensation any fee collected in connection with the permitted transfer of a
Mortgaged Property. See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale
and Due-on-Encumbrance".
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Unless otherwise specified in the related Prospectus Supplement, a Master
Servicer's primary servicing compensation with respect to a series of
Certificates will come from the periodic payment to it of a specified portion
of the interest payments on each Mortgage Loan in the related Trust Fund.
Because that compensation is generally based on a percentage of the principal
balance of each such Mortgage
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Loan outstanding from time to time, it will decrease in accordance with the
amortization of the Mortgage Loans. The Prospectus Supplement with respect to
a series of Certificates may provide that, as additional compensation, the
Master Servicer may retain all or a portion of late payment charges,
Prepayment Premiums, modification fees and other fees collected from borrowers
and any interest or other income that may be earned on funds held in the
Certificate Account. Any Sub-Servicer will receive a portion of the Master
Servicer's compensation as its sub-servicing compensation.
In addition to amounts payable to any Sub-Servicer, a Master Servicer may
be required, to the extent provided in the related Prospectus Supplement, to
pay from amounts that represent its servicing compensation certain expenses
incurred in connection with the administration of the related Trust Fund,
including, without limitation, payment of the fees and disbursements of
independent accountants and payment of expenses incurred in connection with
distributions and reports to Certificateholders. Certain other expenses,
including certain expenses related to Mortgage Loan defaults and liquidations
and, to the extent so provided in the related Prospectus Supplement, interest
on such expenses at the rate specified therein, and the fees of any Special
Servicer, may be required to be borne by the Trust Fund.
If and to the extent provided in the related Prospectus Supplement, a
Master Servicer may be required to apply a portion of the servicing
compensation otherwise payable to it in respect of any period to Prepayment
Interest Shortfalls. See "Yield and Maturity Considerations--Certain
Shortfalls in Collections of Interest".
EVIDENCE AS TO COMPLIANCE
Unless otherwise provided in the related Prospectus Supplement, each
Pooling Agreement will require, on or before a specified date in each year,
the Master Servicer to cause a firm of independent public accountants to
furnish to the Trustee a statement to the effect that, on the basis of the
examination by such firm conducted substantially in compliance with either the
Uniform Single Audit Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC, the servicing by or on behalf of the Master
Servicer of mortgage loans under pooling and servicing agreements
substantially similar to each other (which may include such Pooling Agreement)
was conducted through the preceding calendar year or other specified twelve
month period in compliance with the terms of such agreements except for any
significant exceptions or errors in records that, in the opinion of the firm,
either the Audit Program for Mortgages serviced for FHLMC, or paragraph 4 of
the Uniform Single Audit Program for Mortgage Bankers, requires it to report.
Each Pooling Agreement will also require, on or before a specified date in
each year, the Master Servicer to furnish to the Trustee a statement signed by
one or more officers of the Master Servicer to the effect that the Master
Servicer has fulfilled its material obligations under such Pooling Agreement
throughout the preceding calendar year or other specified twelve month period.
CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR
The entity serving as Master Servicer under a Pooling Agreement may be an
affiliate of the Depositor and may have other normal business relationships
with the Depositor or the Depositor's affiliates. Unless otherwise specified
in the Prospectus Supplement for a series of Certificates, the related Pooling
Agreement will permit the Master Servicer to resign from its obligations
thereunder only upon (a) the appointment of, and the acceptance of such
appointment by, a successor thereto and receipt by the Trustee of written
confirmation from each applicable Rating Agency that such resignation and
appointment will not have an adverse effect on the rating assigned by such
Rating Agency to any class of Certificates of such series or (b) a
determination that such obligations are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other
activities carried on by it. No such resignation will become effective until
the Trustee or a successor servicer has assumed the Master Servicer's
obligations and duties under the Pooling Agreement. Unless otherwise specified
in the related Prospectus Supplement, the Master Servicer for each Trust Fund
will be required to maintain a fidelity bond and errors and omissions policy
or their equivalent that provides coverage against losses that may be
sustained as a result of an officer's or employee's misappropriation of funds
or errors and
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omissions, subject to certain limitations as to amount of coverage, deductible
amounts, conditions, exclusions and exceptions permitted by the related
Pooling Agreement.
Unless otherwise specified in the related Prospectus Supplement, each
Pooling Agreement will further provide that none of the Master Servicer, the
Depositor or any director, officer, employee or agent of either of them will
be under any liability to the related Trust Fund or Certificateholders for any
action taken, or not taken, in good faith pursuant to the Pooling Agreement or
for errors in judgment; provided, however, that none of the Master Servicer,
the Depositor or any such person will be protected against any breach of a
representation, warranty or covenant made in such Pooling Agreement, or
against any expense or liability that such person is specifically required to
bear pursuant to the terms of such Pooling Agreement, or against any liability
that would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of obligations or duties thereunder or by
reason of reckless disregard of such obligations and duties. Unless otherwise
specified in the related Prospectus Supplement, each Pooling Agreement will
further provide that the Master Servicer, the Depositor and any director,
officer, employee or agent of either of them will be entitled to
indemnification by the related Trust Fund against any loss, liability or
expense incurred in connection with any legal action that relates to such
Pooling Agreement or the related series of Certificates; provided, however,
that such indemnification will not extend to any loss, liability or expense
(i) that such person is specifically required to bear pursuant to the terms of
such agreement, or is incidental to the performance of obligations and duties
thereunder and is not otherwise reimbursable pursuant to such Pooling
Agreement; (ii) incurred in connection with any breach of a representation,
warranty or covenant made in such Pooling Agreement; (iii) incurred by reason
of misfeasance, bad faith or gross negligence in the performance of
obligations or duties under such Pooling Agreement, or by reason of reckless
disregard of such obligations or duties; or (iv) incurred in connection with
any violation of any state or federal securities law. In addition, each
Pooling Agreement will provide that neither the Master Servicer nor the
Depositor will be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its respective responsibilities under
the Pooling Agreement and that in its opinion may involve it in any expense or
liability. However, each of the Master Servicer and the Depositor will be
permitted, in the exercise of its discretion, to undertake any such action
that it may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties to the Pooling Agreement
and the interests of the related series of Certificateholders 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 related
series of Certificateholders, and the Master Servicer or the Depositor, as the
case may be, will be entitled to charge the related Certificate Account
therefor.
Any person into which the Master Servicer or the Depositor may be merged or
consolidated, or any person resulting from any merger or consolidation to
which the Master Servicer or the Depositor is a party, or any person
succeeding to the business of the Master Servicer or the Depositor, will be
the successor of the Master Servicer or the Depositor, as the case may be,
under the related Pooling Agreement.
EVENTS OF DEFAULT
Unless otherwise provided in the Prospectus Supplement for a series of
Certificates, "Events of Default" under the related Pooling Agreement will
include (i) any failure by the Master Servicer to distribute or cause to be
distributed to the Certificateholders of such series, or to remit to the
Trustee for distribution to such Certificateholders, any amount required to be
so distributed or remitted, which failure continues unremedied for five days
after written notice thereof has been given to the Master Servicer by the
Trustee or the Depositor, or to the Master Servicer, the Depositor and the
Trustee by Certificateholders entitled to not less than 25% (or such other
percentage specified in the related Prospectus Supplement) of the Voting
Rights for such series; (ii) any failure by the Master Servicer duly to
observe or perform in any material respect any of its other covenants or
obligations under the related Pooling Agreement, which failure continues
unremedied for sixty days after written notice thereof has been given to the
Master Servicer by the Trustee or the Depositor, or to the Master Servicer,
the Depositor and the Trustee by Certificateholders entitled to not less than
25% (or such other percentage specified in the related Prospectus Supplement)
of the Voting Rights for such series; and (iii) certain events of insolvency,
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readjustment of debt, marshalling of assets and liabilities, or similar
proceedings in respect of or relating to the Master Servicer and certain
actions by or on behalf of the Master Servicer indicating its insolvency or
inability to pay its obligations. Material variations to the foregoing Events
of Default (other than to add thereto or shorten cure periods or eliminate
notice requirements) will be specified in the related Prospectus Supplement.
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default occurs with respect to the Master Servicer under a
Pooling Agreement, then, in each and every such case, so long as the Event of
Default remains unremedied, the Depositor or the Trustee will be authorized,
and at the direction of Certificateholders of the related series entitled to
not less than 51% (or such other percentage specified in the related
Prospectus Supplement) of the Voting Rights for such series, the Trustee will
be required, to terminate all of the rights and obligations of the Master
Servicer as master servicer under the Pooling Agreement, whereupon the Trustee
will succeed to all of the responsibilities, duties and liabilities of the
Master Servicer under the Pooling Agreement (except that if the Master
Servicer is required to make advances thereunder regarding delinquent Mortgage
Loans, but the Trustee is prohibited by law from obligating itself to do so,
or if the related Prospectus Supplement so specifies, the Trustee will not be
obligated to make such advances) and will be entitled to similar compensation
arrangements. Unless otherwise specified in the related Prospectus Supplement,
if the Trustee is unwilling or unable so to act, it may (or, at the written
request of Certificateholders of the related series entitled to not less than
51% (or such other percentage specified in the related Prospectus Supplement)
of the Voting Rights for such series, it will be required to) appoint, or
petition a court of competent jurisdiction to appoint, a loan servicing
institution that (unless otherwise provided in the related Prospectus
Supplement) is acceptable to each applicable Rating Agency to act as successor
to the Master Servicer under the Pooling Agreement. Pending such appointment,
the Trustee will be obligated to act in such capacity.
No Certificateholder will have the right under any Pooling Agreement to
institute any proceeding with respect thereto unless such holder previously
has given to the Trustee written notice of default and unless
Certificateholders of the same series entitled to not less than 25% (or such
other percentage specified in the related Prospectus Supplement) of the Voting
Rights for such series shall have made written request upon the Trustee to
institute such proceeding in its own name as Trustee thereunder and shall have
offered to the Trustee reasonable indemnity, and the Trustee for sixty days
(or such other period specified in the related Prospectus Supplement) shall
have neglected or refused to institute any such proceeding. The Trustee,
however, will be under no obligation to exercise any of the trusts or powers
vested in it by any Pooling Agreement or to make any investigation of matters
arising 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 of the related series, unless such
Certificateholders have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.
AMENDMENT
Each Pooling Agreement may be amended by the respective parties thereto,
without the consent of any of the holders of the related series of
Certificates, (i) to cure any ambiguity, (ii) to correct a defective provision
therein or to correct, modify or supplement any provision therein that may be
inconsistent with any other provision therein, (iii) to add any other
provisions with respect to matters or questions arising under the Pooling
Agreement that are not inconsistent with the provisions thereof, (iv) to
comply with any requirements imposed by the Code, or (v) for any other
purpose; provided that such amendment (other than an amendment for the
specific purpose referred to in clause (iv) above) may not (as evidenced by an
opinion of counsel to such effect satisfactory to the Trustee) adversely
affect in any material respect the interests of any such holder; and provided
further that such amendment (other than an amendment for one of the specific
purposes referred to in clauses (i) through (iv) above) must be acceptable to
each applicable Rating Agency. Unless otherwise specified in the related
Prospectus Supplement, each Pooling Agreement may also be amended by the
respective parties thereto, with the consent of the holders of the
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related series of Certificates entitled to not less than 51% (or such other
percentage specified in the related Prospectus Supplement) of the Voting
Rights for such series allocated to the affected classes, for any purpose;
provided that, unless otherwise specified in the related Prospectus
Supplement, no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received or advanced on Mortgage Loans that are
required to be distributed in respect of any Certificate without the consent
of the holder of such Certificate, (ii) adversely affect in any material
respect the interests of the holders of any class of Certificates, in a manner
other than as described in clause (i), without the consent of the holders of
all Certificates of such class or (iii) modify the provisions of the Pooling
Agreement described in this paragraph without the consent of the holders of
all Certificates of the related series. However, unless otherwise specified in
the related Prospectus Supplement, the Trustee will be prohibited from
consenting to any amendment of a Pooling Agreement pursuant to which one or
more REMIC elections are to be or have been made unless the Trustee shall
first have received an opinion of counsel to the effect that such amendment
will not result in the imposition of a tax on the related Trust Fund or cause
the related Trust Fund (or designated portion thereof) to fail to qualify as a
REMIC at any time that the related Certificates are outstanding.
LIST OF CERTIFICATEHOLDERS
Unless otherwise specified in the related Prospectus Supplement, upon
written request of three or more Certificateholders of record made for
purposes of communicating with other holders of Certificates of the same
series with respect to their rights under the related Pooling Agreement, the
Trustee or other specified person will afford such Certificateholders access
during normal business hours to the most recent list of Certificateholders of
that series held by such person. If such list is of a date more than 90 days
prior to the date of receipt of such Certificateholders' request, then such
person, if not the registrar for such series of Certificates, will be required
to request from such registrar a current list and to afford such requesting
Certificateholders access thereto promptly upon receipt.
THE TRUSTEE
The Trustee under each Pooling Agreement will be named in the related
Prospectus Supplement. The commercial bank, national banking association,
banking corporation or trust company that serves as Trustee may have typical
banking relationships with the Depositor and its affiliates and with any
Master Servicer or Special Servicer and its affiliates.
DUTIES OF THE TRUSTEE
The Trustee for each series of Certificates will make no representation as
to the validity or sufficiency of the related Pooling Agreement, the
Certificates or any underlying Mortgage Loan or related document and will not
be accountable for the use or application by or on behalf of the Master
Servicer for such series of any funds paid to the Master Servicer or any
Special Servicer in respect of the Certificates or the underlying Mortgage
Loans, or any funds deposited into or withdrawn from the Certificate Account
or any other account for such series by or on behalf of the Master Servicer or
any Special Servicer. If no Event of Default has occurred and is continuing,
the Trustee for each series of Certificates will be required to perform only
those duties specifically required under the related Pooling Agreement.
However, upon receipt of any of the various certificates, reports or other
instruments required to be furnished to it pursuant to the related Pooling
Agreement, a Trustee will be required to examine such documents and to
determine whether they conform to the requirements of such agreement.
CERTAIN MATTERS REGARDING THE TRUSTEE
As and to the extent described in the related Prospectus Supplement, the
fees and normal disbursements of any Trustee may be the expense of the related
Master Servicer or other specified person or may be required to be borne by
the related Trust Fund.
Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each series of Certificates will be entitled to indemnification,
from amounts held in the Certificate Account for such
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series, for any loss, liability or expense incurred by the Trustee in
connection with the Trustee's acceptance or administration of its trusts under
the related Pooling Agreement; provided, however, that such indemnification
will not extend to any loss, liability or expense that constitutes a specific
liability imposed on the Trustee pursuant to the related Pooling Agreement, or
to any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or gross negligence on the part of the Trustee in the performance of
its obligations and duties 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 therein.
Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each series of Certificates will be entitled to execute any of its
trusts or powers under the related Pooling Agreement or perform any of its
duties thereunder either directly or by or through agents or attorneys, and
the Trustee will not be responsible for any willful misconduct or gross
negligence on the part of any such agent or attorney appointed by it with due
care.
RESIGNATION AND REMOVAL OF THE TRUSTEE
A Trustee will be permitted at any time to resign from its obligations and
duties under the related Pooling Agreement by giving written notice thereof to
the Depositor. Upon receiving such notice of resignation, the Depositor (or
such other person as may be specified in the related Prospectus Supplement)
will be required to use its best efforts to promptly appoint a successor
trustee. If no successor trustee shall have accepted an appointment within a
specified period after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction to appoint a
successor trustee.
If at any time a Trustee ceases to be eligible to continue as such under
the related Pooling Agreement, or if at any time the Trustee becomes incapable
of acting, or if certain events of (or proceedings in respect of) bankruptcy
or insolvency occur with respect to the Trustee, the Depositor will be
authorized to remove the Trustee and appoint a successor trustee. In addition,
holders of the Certificates of any series entitled to at least 51% (or such
other percentage specified in the related Prospectus Supplement) of the Voting
Rights for such series may at any time (with or without cause) remove the
Trustee under the related Pooling Agreement and appoint a successor trustee.
Any resignation or removal of a Trustee and appointment of a successor
trustee will not become effective until acceptance of appointment by the
successor trustee.
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DESCRIPTION OF CREDIT SUPPORT
GENERAL
Credit Support may be provided with respect to one or more classes of the
Certificates of any series, or with respect to the related Mortgage Assets.
Credit Support may be in the form of a letter of credit, the subordination of
one or more classes of Certificates, the use of a pool insurance policy or
guarantee insurance, 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 provide credit enhancement for more
than one series of Certificates to the extent described therein.
Unless otherwise provided in the related Prospectus Supplement for a series
of Certificates, the Credit Support will not provide protection against all
risks of loss and will not guarantee payment to Certificateholders of all
amounts to which they are entitled under the related Pooling Agreement. If
losses or shortfalls occur that exceed the amount covered by the related
Credit Support or that are not covered by such Credit Support,
Certificateholders will bear their allocable share of deficiencies. Moreover,
if a form of Credit Support covers more than one series of Certificates,
holders of Certificates of one series will be subject to the risk that such
Credit Support will be exhausted by the claims of the holders of Certificates
of one or more other series before the former receive their intended share of
such coverage.
If Credit Support is provided with respect to one or more classes of
Certificates of a series, or with respect to the related Mortgage Assets, the
related Prospectus Supplement will include a description of (i) the nature and
amount of coverage under such Credit Support, (ii) any conditions to payment
thereunder not otherwise described herein, (iii) 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 (iv) the
material provisions relating to such Credit Support. Additionally, the related
Prospectus Supplement will set forth certain information with respect to the
obligor under any instrument of Credit Support, including (i) a brief
description of its principal business activities, (ii) its principal place of
business, place of incorporation and the jurisdiction under which it is
chartered or licensed to do business, (iii) if applicable, the identity of
regulatory agencies that exercise primary jurisdiction over the conduct of its
business and (iv) its total assets, and its stockholders' equity or
policyholders' surplus, if applicable, as of a date that will be specified in
the Prospectus Supplement. See "Risk Factors--Credit Support Limitations".
SUBORDINATE CERTIFICATES
If so specified in the related Prospectus Supplement, one or more classes
of Certificates of a series may be Subordinate Certificates. To the extent
specified in the related Prospectus Supplement, the rights of the holders of
Subordinate Certificates to receive distributions from the Certificate Account
on any Distribution Date will be subordinated to the corresponding rights of
the holders of Senior Certificates. If so provided in the related Prospectus
Supplement, the subordination of a class may apply only in the event of (or
may be limited to) certain types of losses or shortfalls. The related
Prospectus Supplement will set forth information concerning the method and
amount of subordination provided by a class or classes of Subordinate
Certificates in a series and the circumstances under which such subordination
will be available.
CROSS-SUPPORT PROVISIONS
If the Mortgage Assets in any Trust Fund are divided into separate groups,
each supporting a separate class or classes of Certificates of the related
series, Credit Support may be provided by cross-support 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.
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INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS
If so provided in the Prospectus Supplement for a series of Certificates,
Mortgage Loans included in the related Trust Fund will be covered for certain
default risks by insurance policies or guarantees. To the extent deemed by the
Depositor to be material, a copy of each such instrument will accompany the
Current Report on Form 8-K to be filed with the Commission 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 certain
classes thereof will be covered by one or more letters of credit, issued by a
bank or financial institution specified in such Prospectus Supplement (the
"L/C Bank"). Under a letter of credit, the L/C Bank will be obligated to honor
draws thereunder in an aggregate fixed dollar amount, net of unreimbursed
payments thereunder, generally equal to a percentage specified in the related
Prospectus Supplement of the aggregate principal 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 certain types of losses and shortfalls. The amount available under the
letter of credit will, in all cases, be reduced to the extent of the
unreimbursed payments 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 will accompany the Current
Report on Form 8-K to be filed with the Commission within 15 days of issuance
of the Certificates of the related series.
CERTIFICATE INSURANCE AND SURETY BONDS
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof 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.
The related Prospectus Supplement will describe any limitations on the draws
that may be made under any such instrument. A copy of any such instrument will
accompany the 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 certain
classes thereof will be covered (to the extent of available funds) by one or
more reserve funds in which cash, a letter of credit, Permitted Investments, a
demand note or a combination thereof will be deposited, in the amounts
specified in such Prospectus Supplement. If so specified in the related
Prospectus Supplement, the reserve fund for a series may also be funded over
time by a specified amount of the collections received on the related Mortgage
Assets.
Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the related Prospectus Supplement. If
so specified in the related Prospectus Supplement, reserve funds may be
established to provide protection only against certain types of losses and
shortfalls. Following each Distribution Date, amounts in a reserve fund in
excess of any amount required to be maintained therein may be released from
the reserve fund under the conditions and to the extent specified in the
related Prospectus Supplement.
If so specified in the related Prospectus Supplement, amounts deposited in
any reserve fund will be invested in Permitted Investments. Unless otherwise
specified in the related Prospectus Supplement, any
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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 for its services. The reserve fund, if any, for a
series will not be a part of the Trust Fund unless otherwise specified in the
related Prospectus Supplement.
CREDIT SUPPORT WITH RESPECT TO MBS
If so provided in the Prospectus Supplement for a series of Certificates,
any MBS included in the related Trust Fund and/or the related underlying
mortgage loans may be covered by one or more of the types of Credit Support
described herein. 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 certain legal
aspects of loans secured by commercial and multifamily residential properties.
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
states in which the security for the Mortgage Loans (or mortgage loans
underlying any MBS) is situated. Accordingly, the summaries are qualified in
their entirety by reference to the applicable laws of those states. See
"Description of the Trust Funds--Mortgage Loans". 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
herein collectively referred to as "mortgages". A mortgage creates a lien
upon, or grants a title interest in, the real property covered thereby, and
represents the security for the repayment of the indebtedness customarily
evidenced by a promissory note. The priority of the lien created or interest
granted will depend on the terms of the mortgage and, in some cases, on the
terms of separate subordination agreements or intercreditor agreements with
others that hold interests in the real property, the knowledge of the parties
to the mortgage and, generally, the order of recordation of the mortgage in
the appropriate public recording office. However, the lien of a recorded
mortgage will generally be subordinate to later-arising liens for real estate
taxes and assessments and other charges imposed under governmental police
powers.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage: a mortgagor (the borrower and usually
the owner of the subject property) and a mortgagee (the lender). In contrast,
a deed of trust is a three-party instrument, among a trustor (the equivalent
of a borrower), a trustee to whom the real property is conveyed, and a
beneficiary (the lender) for whose benefit the conveyance is made. Under a
deed of trust, the trustor grants the property, irrevocably until the debt is
paid, in trust and generally with a power of sale, to the trustee to secure
repayment of the indebtedness evidenced by the related note. A deed to secure
debt typically has two parties. The grantor (the borrower) conveys title to
the real property to the grantee (the lender) generally with a power of sale,
until 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 executes a separate undertaking to make payments on the mortgage
note. The mortgagee's authority under a mortgage, the trustee's authority
under a deed of trust and the grantee's authority under a deed to secure debt
are governed by the express provisions of the related instrument, the law of
the state in which the real property is located, certain federal laws
(including, without limitation, the Soldiers' and Sailors' Civil Relief Act of
1940) and, in some deed of trust transactions, the directions of the
beneficiary.
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LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease
and the income derived therefrom, while (unless rents are to be paid directly
to the lender) retaining a revocable license to collect the rents for so long
as there is no default. If the borrower defaults, the license terminates and
the lender is entitled to collect the rents. Local law may require that the
lender take possession of the property and/or obtain a court-appointed
receiver before becoming entitled to collect the rents.
In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code ("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 rates
and must file continuation statements, generally every five years, to maintain
perfection of such security interest. Even if the lender's security interest
in room rates is perfected under the UCC, it may be required to commence a
foreclosure action or otherwise take possession of the property in order to
collect the room rates following a default. See "--Bankruptcy Laws".
PERSONALTY
In the case of certain types of 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
therein, and must file continuation statements, generally every five years, to
maintain that perfection.
FORECLOSURE
General. Foreclosure is a legal procedure that allows the lender to recover
its mortgage debt by enforcing its rights and available legal remedies under
the mortgage. If the borrower defaults in payment or performance of its
obligations under the note or mortgage, the lender has the right to institute
foreclosure proceedings to sell the real property at public auction to satisfy
the indebtedness.
Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and non-judicial foreclosure pursuant to a power of sale granted in the
mortgage instrument. Other foreclosure procedures are available in some
states, but they are either infrequently used or available only in limited
circumstances.
A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
requires several years to complete. Moreover, as discussed below, even a
non-collusive, regularly conducted foreclosure sale may be challenged as a
fraudulent conveyance, regardless of the parties' intent, if a court
determines that the sale was for less than fair consideration and such sale
occurred while the borrower was insolvent and within a specified period prior
to the borrower's filing for bankruptcy protection.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action
is initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the
lender's right to foreclose is contested, the legal proceedings can be
time-consuming. Upon successful completion of a judicial foreclosure
proceeding, the court generally issues a judgment of foreclosure and appoints
a referee or other officer to conduct a public sale of the mortgaged property,
the proceeds of which are used to satisfy the judgment. Such sales are made in
accordance with procedures that vary from state to state.
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Equitable Limitations on Enforceability of Certain Provisions. United
States courts have traditionally imposed general equitable principles to limit
the remedies available to lenders in foreclosure actions. These principles are
generally designed to relieve borrowers from the effects of mortgage defaults
perceived as harsh or unfair. Relying on 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 lenders and have required that lenders reinstate loans or recast payment
schedules in order to accommodate borrowers who are suffering from a temporary
financial disability. In other cases, courts have limited the right of the
lender to foreclose in the case of a non-monetary default, such as a failure
to adequately maintain the mortgaged property or an impermissible further
encumbrance of the mortgaged property. Finally, some courts have addressed the
issue of whether federal or state constitutional provisions reflecting due
process concerns for adequate notice require that a borrower receive notice in
addition to statutorily-prescribed minimum notice. For the most part, these
cases have upheld the reasonableness of the notice provisions or have found
that a public sale under a mortgage providing for a power of sale does not
involve sufficient state action to trigger constitutional protections.
Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is
generally accomplished by a non-judicial trustee's sale pursuant to a power of
sale typically granted in the deed of trust. A power of sale may also be
contained in any other type of mortgage instrument if applicable law so
permits. A power of sale under a deed of trust allows a non-judicial public
sale to be conducted generally following a request from the beneficiary/lender
to the trustee to sell the property upon default by the borrower and after
notice of sale is given in accordance with the terms of the mortgage and
applicable state law. In some states, prior to such sale, the trustee under
the deed of trust must record a notice of default and notice of sale and send
a copy to the borrower and to any other party who has recorded a request for a
copy of a notice of default and notice of sale. In addition, in some states
the trustee must provide notice to any other party having an interest of
record in the real property, including junior lienholders. A notice of sale
must be posted in a public place and, in most states, published for a
specified period of time in one or more newspapers. The borrower or junior
lienholder may then have the right, during a reinstatement period required in
some states, to cure the default by paying the entire actual amount in arrears
(without regard to the acceleration of the indebtedness), plus the lender's
expenses incurred in enforcing the obligation. In other states, the borrower
or the junior lienholder is not provided a period to reinstate the loan, but
has only the right to pay off the entire debt to prevent the foreclosure sale.
Generally, state law governs the procedure for public sale, the parties
entitled to notice, the method of giving notice and the applicable time
periods.
Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the value
of such property at the time of sale, due to, among other things, redemption
rights which may exist and the possibility of physical deterioration of the
property during the foreclosure proceedings. Potential buyers may be reluctant
to purchase property at a foreclosure sale as a result of the 1980 decision of
the United States Court of Appeals for the Fifth Circuit in Durrett v.
Washington National Insurance Company and other decisions that have followed
its reasoning. The court in Durrett held that even a non-collusive, regularly
conducted foreclosure sale was a fraudulent transfer under the federal
Bankruptcy Code, as amended from time to time (11 U.S.C.) and, therefore,
could be rescinded in favor of the bankrupt's estate, if (i) the foreclosure
sale was held while the debtor was insolvent and not more than one year prior
to the filing of the bankruptcy petition and (ii) the price paid for the
foreclosed property did not represent "fair consideration" ("reasonably
equivalent value" under the Bankruptcy Code). Although the reasoning and
result of Durrett in respect of the Bankruptcy Code was rejected by the United
States Supreme Court in May 1994, the case could nonetheless be persuasive to
a court applying a state fraudulent conveyance law which has provisions
similar to those construed in Durrett. For these reasons, it is common for the
lender to purchase the mortgaged property for an amount equal to the lesser of
fair market value and the underlying debt and accrued and unpaid interest plus
the expenses of foreclosure. Generally, state law controls the amount of
foreclosure costs and expenses which may be recovered by a lender. Thereafter,
subject to the mortgagor's
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right in some states to remain in possession during a redemption period, if
applicable, the lender will become the owner of the property and have both the
benefits and burdens of ownership of the mortgaged property. For example, the
lender will have the obligation to pay debt service on any senior mortgages,
to pay taxes, obtain casualty insurance and to make such repairs at its own
expense as are necessary to render the property suitable for sale. Frequently,
the lender employs a third party management company to manage and operate the
property. The costs of operating and maintaining a commercial or multifamily
residential property may be significant and may be greater than the income
derived from that property. The costs of management and operation of those
mortgaged properties which are hotels, motels or restaurants or nursing or
convalescent homes or hospitals may be particularly significant because of the
expertise, knowledge and, with respect to nursing or convalescent homes or
hospitals, regulatory compliance, required to run such operations and the
effect which foreclosure and a change in ownership may have on the public's
and the industry's (including franchisors') perception of the quality of such
operations. The lender will commonly obtain the services of a real estate
broker and pay the broker's commission in connection with the sale of the
property. Depending upon market conditions, the ultimate proceeds of the sale
of the property may not equal the amount of the mortgage against the property.
Moreover, a lender commonly incurs substantial legal fees and court costs in
acquiring a mortgaged property through contested foreclosure and/or bankruptcy
proceedings. Furthermore, a few states require that any environmental
contamination at certain types of properties be cleaned up before a property
may be resold. In addition, a lender may be responsible under federal or state
law for the cost of cleaning up a mortgaged property that is environmentally
contaminated. See "--Environmental Risks". Generally state law controls the
amount of foreclosure expenses and costs, including attorneys' fees, that may
be recovered by a lender.
The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure of
its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all
persons who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption". The
doctrine of equity of redemption provides that, until the property encumbered
by a mortgage has been sold in accordance with a properly conducted
foreclosure and foreclosure sale, those having interests that are subordinate
to that of the foreclosing lender have an equity of redemption and may redeem
the property by paying the entire debt with interest. Those having an equity
of redemption must generally be made parties and joined in the foreclosure
proceeding in order for their equity of redemption to be terminated.
The equity of redemption is a common-law (non-statutory) right which should
be distinguished from post-sale statutory rights of redemption. In some
states, after sale pursuant to a deed of trust or foreclosure of a mortgage,
the borrower and foreclosed junior lienors are given a statutory period in
which to redeem the property. In some states, statutory redemption may occur
only upon payment of the foreclosure sale price. In other states, redemption
may be permitted if the former borrower pays only a portion of the sums due.
The effect of a statutory right of redemption is to diminish the ability of
the lender to sell the foreclosed property because the exercise of a right of
redemption would defeat the title of any purchaser through a foreclosure.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has expired. In some states, a post-sale statutory right of
redemption may exist following a judicial foreclosure, but not following a
trustee's sale under a deed of trust.
Anti-Deficiency Legislation. Some or all of the Mortgage Loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the Mortgaged Property and 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
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judgment against the former borrower equal to the difference between the net
amount realized upon the public sale of the real property and the amount due
to the lender. Other statutes may require the lender to exhaust the security
afforded under a mortgage before bringing a personal action against the
borrower. In certain other states, the lender has the option of bringing a
personal action against the borrower on the debt without first exhausting 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 Risks. Mortgage Loans may be secured by a mortgage on the
borrower's leasehold interest in a ground lease. Leasehold mortgage loans are
subject to certain risks not associated with mortgage loans secured by a lien
on the fee estate of the borrower. The most significant of these risks is that
if the borrower's leasehold were to be terminated upon a lease default, the
leasehold mortgagee would lose its security. This risk may be lessened if the
ground lease requires the lessor to give the leasehold mortgagee notices of
lessee defaults and an opportunity to cure them, permits the leasehold estate
to be assigned to and by the leasehold mortgagee or the purchaser at a
foreclosure sale, and contains certain other protective provisions typically
included in a "mortgageable" ground lease.
Cooperative Shares. Mortgage Loans may be secured by a security interest on
the borrower's ownership interest in shares, and the proprietary leases
appurtenant thereto, allocable to cooperative dwelling units that may be
vacant or occupied by non-owner tenants. Such loans are subject to certain
risks not associated with mortgage loans secured by a lien on the fee estate
of a borrower in real property. Such a loan typically is subordinate to the
mortgage, if any, on the Cooperative's building which, if foreclosed, could
extinguish the equity in the building and the proprietary leases of the
dwelling units derived from ownership of the shares of the Cooperative.
Further, transfer of shares in a Cooperative are subject to various
regulations as well as to restrictions under the governing documents of the
Cooperative, and the shares may be cancelled in the event that associated
maintenance charges due under the related proprietary leases are not paid.
Typically, a recognition agreement between the lender and the Cooperative
provides, among other things, the lender with an opportunity to cure a default
under a proprietary lease.
Under the laws applicable in many states, "foreclosure" on Cooperative
shares is accomplished by a sale in accordance with the provisions of Article
9 of the UCC and the security agreement relating to the shares. Article 9 of
the UCC requires that a sale be conducted in a "commercially reasonable"
manner, which may be dependent upon, among other things, the notice given the
debtor and the method, manner, time, place and terms of the sale. Article 9 of
the UCC provides that the proceeds of the sale will be applied first to pay
the costs and expenses of the sale and then to satisfy the indebtedness
secured by the lender's security interest. A recognition agreement, however,
generally provides that the lender's right to reimbursement is subject to the
right of the Cooperative to receive sums due under the proprietary leases.
BANKRUPTCY LAWS
Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a secured 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 and, often, no interest or principal payments are made
during the course of the bankruptcy case. The delay and the consequences
thereof 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 certain 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. For
example, the lender's lien may be transferred to other collateral and/or the
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outstanding amount of the secured 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) pursuant to 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, by means of 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), and/or by an extension (or shortening) of the term to
maturity. The priority of a mortgage loan may also be subordinated to
bankruptcy court-approved financing. 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 loan mortgage payment schedule even if the
lender has obtained a final judgment of foreclosure prior to the filing of the
debtor's petition.
The bankruptcy court can also reinstate accelerated indebtedness and also,
in effect, invalidate due-on-sale clauses through confirmed Chapter 11 plans
of reorganization. Under Section 363(b) and (f) of the Bankruptcy Code, a
trustee for a lessor, or a lessor as debtor-in-possession, may, despite the
provisions of the related Mortgage Loan to the contrary, sell the Mortgaged
Property free and clear of all liens, which liens would then attach to the
proceeds of such sale.
The Bankruptcy Code provides that a lender's perfected pre-petition
security interest in leases, rents and hotel revenues continues in the
post-petition leases, rents and hotel revenues, unless a bankruptcy court
orders to the contrary "based on the equities of the case." Thus, unless a
court orders otherwise, revenues from a Mortgaged Property generated after the
date the bankruptcy petition is filed will constitute "cash collateral" under
the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the
lender's consent or a prior court order finding that the lender's interest in
the Mortgaged Properties and the cash collateral is "adequately protected" and
such term is defined and interpreted under the Bankruptcy Code. It should be
noted, however, that the court may find that the lender has no security
interest in either pre-petition or post-petition revenues if the court finds
that the loan documents do not contain language covering accounts, room rents,
or other forms of personalty necessary for a security interest to attach to
hotel revenues.
Lessee bankruptcies at the Mortgaged Properties could have an adverse
impact on the Mortgagors' ability to meet their obligations. For example,
Section 365(e) of the Bankruptcy Code provides generally that rights and
obligations under an unexpired lease may not be terminated or modified at any
time after the commencement of a case under the Bankruptcy Code solely because
of a provision in the lease conditioned upon the commencement of a case under
the Bankruptcy Code or certain other similar events. In addition, Section 362
of the Bankruptcy Code operates as an automatic stay of, among other things,
any act to obtain possession of property of or from a debtor's estate, which
may delay the Trustee's exercise of such remedies in the event that a lessee
becomes the subject of a proceeding under the Bankruptcy Code.
Section 365(a) of the Bankruptcy Code generally provides that a trustee or
a debtor-in-possession in a case under the Bankruptcy Code has the power to
assume or to reject an executory contract or an unexpired lease of the debtor,
in each case subject to the approval of the bankruptcy court administering
such case. If the trustee or debtor-in-possession rejects an executory
contract or an unexpired lease, such rejection generally constitutes a breach
of the executory contract or unexpired lease immediately before the date of
the filing of the petition. As a consequence, the other party or parties to
such executory contract or unexpired lease, such as the lessor or Mortgagor,
as lessor under a lease, would have only an unsecured claim against the debtor
for damages resulting from such breach, which could adversely affect the
security for the related Mortgage Loan. Moreover, under Section 502(b)(6) of
the Bankruptcy Code, the claim of a lessor for such damages from the
termination of a lease of real property will be limited to the sum of (i) the
rent reserved by such lease, without acceleration, for the greater of one year
or 15 percent, not to exceed three years, of the remaining term of such lease,
following the earlier of the date of the filing of the petition and the date
on which such lender repossessed, or the lessee surrendered, the leased
property, and (ii) any unpaid rent due under such lease, without acceleration,
on the earlier of such dates.
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Under Section 365(f) of the Bankruptcy Code, if a trustee or
debtor-in-possession assumes an executory contract or an unexpired lease of
the debtor, the trustee or debtor-in-possession generally may assign such
executory contract or unexpired lease, notwithstanding any provision therein
or in applicable law that prohibits, restricts or conditions such assignment,
provided that the trustee or debtor-in-possession provides "adequate assurance
of future performance" by the assignee. The Bankruptcy Code specifically
provides, however, that adequate assurance of future performance for purposes
of a lease of real property in a shopping center includes adequate assurance
of the source of rent and other consideration due under such lease, and in the
case of an assignment, that the financial condition and operating performance
of the proposed assignee and its guarantors, if any, shall be similar to the
financial condition and operating performance of the debtor and its
guarantors, if any, as of the time the debtor became the lessee under the
lease, that any percentage rent due under such lease will not decline
substantially, that the assumption and assignment of the lease is subject to
all the provisions thereof, including (but not limited to) provisions such as
a radius location, use or exclusivity provision, and will not breach any such
provision contained in any other lease, financing agreement, or master
agreement relating to such shopping center, and that the assumption or
assignment of such lease will not disrupt the tenant mix or balance in such
shopping center. Thus, an undetermined third party may assume the obligations
of the lessee under a lease in the event of commencement of a proceeding under
the Bankruptcy Code with respect to the lessee.
Under Section 365(h) of the Bankruptcy Code, if a trustee for a lessor as a
debtor-in-possession, rejects an unexpired lease of real property, the lessee
may treat such lease as terminated by such rejection or, in the alternative,
may remain in possession of the leasehold for the balance of such term and for
any renewal or extension of such term that is enforceable by the lessee under
applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee
elects to remain in possession after such a rejection of a lease, the lessee
may offset against rents reserved under the lease for the balance of the term
after the date of rejection of the lease, and any such renewal or extension
thereof, any damages occurring after such date caused by the nonperformance of
any obligation of the lessor under the lease after such date.
In a bankruptcy or similar proceeding, action may be taken seeking the
recovery as a preferential transfer of any payments made by the mortgagor
under the related Mortgage Loan to the Trust Fund. Payments on long-term debt
may be protected from recovery as preferences if they are payments in the
ordinary course of business made on debts incurred in the ordinary course of
business. Whether any particular payment would be protected depends upon the
facts specific to a particular transaction.
A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In certain circumstances, a debtor in bankruptcy may
have the power to grant liens senior to the lien of a mortgage, and analogous
state statutes and general principles of equity may also provide a mortgagor
with means to halt a foreclosure proceeding or sale and to force a
restructuring of a mortgage loan on terms a lender would not otherwise accept.
Moreover, the laws of certain states also give priority to certain tax liens
over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if
the court finds that actions of the mortgagee have been unreasonable, the lien
of the related mortgage may be subordinated to the claims of unsecured
creditors.
Pursuant to the federal doctrine of "substantive consolidation" or to the
(predominantly state law) doctrine of "piercing the corporate veil", a
bankruptcy court, in the exercise of its equitable powers, also has the
authority to order that the assets and liabilities of a related entity be
consolidated with those of an entity before it. Thus, property ostensibly the
property of one entity may be determined to be the property of a different
entity in bankruptcy, the automatic stay applicable to the second entity
extended to the first and the rights of creditors of the first entity impaired
in the fashion set forth above in the discussion of ordinary bankruptcy
principles. Depending on facts and circumstances not wholly in existence at
the time a loan is originated or transferred to the Trust Fund, the
application of any of these doctrines to one or more of the mortgagors in the
context of the bankruptcy of one or more of their affiliates could result in
material impairment of the rights of the Certificateholders.
For each mortgagor that is described as a "special purpose entity", "single
purpose entity" or "bankruptcy-remote entity" in the Prospectus Supplement,
the activities that may be conducted by such
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mortgagor and its ability to incur debt are restricted by the applicable
Mortgage or the organizational documents of such mortgagor in such manner as
is intended to make the likelihood of a bankruptcy proceeding being commenced
by or against such mortgagor remote, and such mortgagor has been organized and
is designed to operate in a manner such that its separate existence should be
respected notwithstanding a bankruptcy proceeding in respect of one or more
affiliated entities of such mortgagor. However, the Depositor makes no
representation as to the likelihood of the institution of a bankruptcy
proceeding by or in respect of any mortgagor or the likelihood that the
separate existence of any mortgagor would be respected if there were to be a
bankruptcy proceeding in respect of any affiliated entity of a mortgagor.
ENVIRONMENTAL RISKS
A lender may be subject to unforeseen environmental risks with respect to
loans secured by real or personal property, such as the Mortgage Loans. Under
the laws of many states, contamination on a property may give rise to a lien
on the property for cleanup costs. In several states, such a lien has priority
over all existing liens (a "superlien"), including those of existing
mortgages; in these states, the lien of the mortgage for any Mortgage Loan may
lose its priority to such a superlien.
Under the federal Comprehensive Response Compensation and Liability Act
("CERCLA"), a lender may be liable either to the government or to private
parties for cleanup costs on a property securing a loan, even if the lender
does not cause or contribute to the contamination. CERCLA imposes strict, as
well as joint and several, liability on several classes of potentially
responsible parties ("PRPs"), including current owners and operators of the
property who did not cause or contribute to the contamination. Many states
have laws similar to CERCLA.
Lenders may be held liable under CERCLA as owners or operators unless they
qualify for the secured creditor exemption to CERCLA. On April 29, 1992, the
United States Environmental Protection Agency ("EPA") issued a final rule
intended to protect lenders from liability under CERCLA. This rule was in
response to a 1990 decision of the United States Court of Appeals for the
Eleventh Circuit, United States v. Fleet Factors Corp., which narrowly
construed the security interest exemption under CERCLA to hold lenders liable
if they had the capacity to influence their borrower's management of hazardous
waste. On February 4, 1994, the United States Court of Appeals for the
District of Columbia Circuit in Kelley v. Environmental Protection Agency
invalidated this EPA rule. As a result of the Kelley case, the state of the
law with respect to the secured creditor exemption and the scope of
permissible activities in which a lender may engage to protect its security
interest remain uncertain. EPA and the Department of Justice ("DOJ"), however,
issued a joint policy memorandum in which these agencies announced that they
would continue to follow the "Lender Liability Rule" vacated by the Kelley
case. These agencies indicated that prior to its invalidation, several courts
adhered to the terms of the "Lender Liability Rule" or interpreted CERCLA in a
manner consistent with the "Lender Liability Rule." EPA and DOJ indicated in
the September 22, 1995 memorandum that they intend to follow this line of
cases. This EPA/DOJ policy, however, would not necessarily affect the
potential for lender liability in actions by parties other than EPA or under
laws or legal theories other than CERCLA. If a lender is or becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard, but that person or entity may be bankrupt or
otherwise judgment proof.
Environment clean-up costs may be substantial. It is possible that such
costs could become a liability of the Trust and occasion a loss to
Certificateholders if such remedial costs were incurred.
In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. It is possible that a property
securing a Mortgage Loan could be subject to such transfer restrictions. In
such a case, if the lender becomes the owner upon foreclosure, it may be
required to clean up the contamination before selling the property.
The cost of remediating hazardous substance contamination at a property can
be substantial. If a lender is or becomes liable, it can bring an action for
contribution against the owner or operator that created the environmental
hazard, but that person or entity may be without substantial assets.
Accordingly, it is possible that such costs could become a liability of a
Trust Fund and occasion a loss to Certificateholders of the related series.
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To reduce the likelihood of such a loss, and unless otherwise provided in
the related Prospectus Supplement, the related Pooling Agreement will provide
that the Master Servicer may, on behalf of the Trust Fund, acquire title to a
Mortgaged Property or take over its operation unless the Master Servicer,
based on a report prepared by a person who regularly conducts environmental
site assessments, has made the determination that it is appropriate to do so,
as described under "Description of the Pooling Agreements--Realization Upon
Defaulted Mortgage Loans".
Even when a lender is not directly liable for cleanup costs on property
securing loans, if a property securing a loan is contaminated, the value of
the security is likely to be affected. In addition, a lender bears the risk
that unanticipated cleanup costs may jeopardize the borrower's repayment.
Neither of these two issues is likely to pose risks exceeding the amount of
unpaid principal and interest of a particular loan secured by a contaminated
property, particularly if the lender declines to foreclose on a mortgage
secured by the property.
If a lender forecloses on a mortgage secured by a property the operations
of which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and
regulations. Compliance may entail some expense.
In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers (including
prospective buyers at a foreclosure sale or following foreclosure). Such
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property and thereby lessen the ability of the lender to
recover its investment in a loan upon foreclosure.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE
Certain of the Mortgage Loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate
the maturity of the loan if the borrower transfers or encumbers the related
Mortgaged Property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce such
clauses in many states. By virtue, however, of the Garn-St Germain Depository
Institutions Act of 1982 (the "Garn Act"), effective October 15, 1982 (which
purports to preempt state laws that prohibit the enforcement of due-on-sale
clauses by providing among other matters, that "due-on-sale" clauses in
certain loans made after the effective date of the Garn Act are enforceable,
within certain limitations as set forth in the Garn Act and the regulations
promulgated thereunder), a Master Servicer may nevertheless have the right to
accelerate the maturity of a Mortgage Loan that contains a "due-on-sale"
provision upon transfer of an interest in the property, regardless of the
Master Servicer's ability to demonstrate that a sale threatens its legitimate
security interest.
SUBORDINATE FINANCING
Certain of the Mortgage Loans may not restrict the ability of the borrower
to use the Mortgaged Property as security for one or more additional loans.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to additional risk. First, the borrower may
have difficulty servicing and repaying multiple loans. Moreover, if the
subordinate financing permits recourse to the borrower (as is frequently the
case) and the senior loan does not, a borrower may have more incentive to
repay sums due on the subordinate loan. Second, acts of the senior lender that
prejudice the junior lender or impair the junior lender's security may create
a superior equity in favor of the junior lender. For example, if the borrower
and the senior lender agree to an increase in the principal amount of or the
interest rate payable on the senior loan, the senior lender may lose its
priority to the extent any existing junior lender is harmed or the borrower is
additionally burdened. Third, if the borrower defaults on the senior loan
and/or any junior loan or loans, the existence of junior loans and actions
taken by junior lenders can impair the security available to the senior lender
and can interfere with or delay the taking of action by the senior lender.
Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or
similar proceedings by the senior lender.
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DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and
in some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In certain states, there are or may be specific
limitations upon the late charges which a lender may collect from a borrower
for delinquent payments. Certain states also limit the amounts that a lender
may collect from a borrower as an additional charge if the loan is prepaid. In
addition, the enforceability of provisions that provide for prepayment fees or
penalties upon an involuntary prepayment is unclear under the laws of many
states.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply
to certain types of residential (including multifamily) first mortgage loans
originated by certain 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. Certain states have taken action
to reimpose interest rate limits and/or to limit discount points or other
charges.
No Mortgage Loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will (if originated after that rejection or
adoption) be eligible for inclusion in a Trust Fund unless (i) such Mortgage
Loan provides for such interest rate, discount points and charges as are
permitted in such state or (ii) such Mortgage Loan provides that the terms
thereof 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.
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 any
servicer to collect full amounts of interest on certain of the Mortgage Loans.
Any shortfalls in interest collections resulting from the application of the
Relief Act would result in a reduction of the amounts distributable to the
holders of the related series of Certificates, and would not be covered by
advances or, unless otherwise specified in the related Prospectus Supplement,
any form of Credit Support provided in connection with such Certificates. In
addition, the Relief Act imposes limitations that would impair the ability of
the servicer to foreclose on an affected Mortgage Loan during the borrower's
period of active duty status, and, under certain circumstances, during an
additional three-month period thereafter.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of
Certificates. The discussion below does not purport to address all federal
income tax consequences that may be applicable to particular categories of
investors, some of which may be subject to special rules. The authorities on
which this discussion is based are subject to change or differing
interpretations, and any such change or interpretation could apply
retroactively. This discussion reflects the applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), as well as regulations
(the "REMIC Regulations") promulgated by the U.S. Department of Treasury (the
"Treasury") on December 23, 1992. Investors should consult their own tax
advisors in determining the federal, state, local and other tax consequences
to them of the purchase, ownership and disposition of Certificates.
For purposes of this discussion, (i) references to the Mortgage Loans
include references to the mortgage loans underlying MBS included in the
Mortgage Assets and (ii) where the applicable Prospectus Supplement provides
for a fixed retained yield with respect to the Mortgage Loans underlying a
series of Certificates, references to the Mortgage Loans will be deemed to
refer to that portion of the Mortgage Loans held by the Trust Fund which does
not include the Retained Interest. References to a "holder" or
"Certificateholder" in this discussion generally mean the beneficial owner of
a Certificate.
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES
General
With respect to a particular series of Certificates, an election may be
made to treat the Trust Fund or one or more segregated pools of assets therein
as one or more REMICs within the meaning of Code Section 860D. A Trust Fund or
a portion thereof as to which a REMIC election will be made will be referred
to as a "REMIC Pool". For purposes of this discussion, Certificates of a
series as to which one or more REMIC elections are made are referred to as
"REMIC Certificates" and will consist of one or more Classes of "Regular
Certificates" and one Class of "Residual Certificates" in the case of each
REMIC Pool. Qualification as a REMIC requires ongoing compliance with certain
conditions. With respect to each series of REMIC Certificates, Cadwalader,
Wickersham & Taft, counsel to the Depositor, has advised the Depositor that in
the firm's opinion, assuming (i) the making of such an election, (ii)
compliance with the Pooling Agreement and (iii) compliance with any changes in
the law, including any amendments to the Code or applicable Treasury
regulations thereunder, each REMIC Pool will qualify as a REMIC. In such case,
the Regular Certificates will be considered to be "regular interests" in the
REMIC Pool and generally will be treated for federal income tax purposes as if
they were newly originated debt instruments, and the Residual Certificates
will be considered to be "residual interests" in the REMIC Pool. The
Prospectus Supplement for each series of Certificates will indicate whether
one or more REMIC elections with respect to the related Trust Fund will be
made, in which event references to "REMIC" or "REMIC Pool" herein shall be
deemed to refer to each such REMIC Pool. If so specified in the applicable
Prospectus Supplement, the portion of a Trust Fund as to which a REMIC
election is not made may be treated as a grantor trust for federal income tax
purposes. See "--Federal Income Tax Consequences for Certificates as to Which
No REMIC Election Is Made".
Status of REMIC Certificates
REMIC Certificates held by a domestic building and loan association will
constitute "a regular or residual interest in a REMIC" within the meaning of
Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the
assets of the REMIC Pool would be treated as "loans . . . secured by an
interest in real property which is . . . residential real property" (such as
single family or multifamily properties, but not commercial properties) within
the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in
Code Section 7701(a)(19)(C), and otherwise will not qualify for such
treatment. REMIC Certificates held by a real estate investment trust will
constitute "real estate assets" within the meaning of Code Section
856(c)(5)(A), and interest on the Regular Certificates and income with respect
to Residual Certificates will be considered "interest on obligations secured
by mortgages on real property or on interests in real property" within the
meaning of Code Section 856(c)(3)(B) in the same proportion
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that, for both purposes, the assets of the REMIC Pool would be so treated. If
at all times 95% or more of the assets of the REMIC Pool qualify for each of
the foregoing respective treatments, the REMIC Certificates will qualify for
the corresponding status in their entirety. For purposes of Code Section
856(c)(5)(A), payments of principal and interest on the Mortgage Loans that
are reinvested pending distribution to holders of REMIC Certificates qualify
for such treatment. Where two REMIC Pools are a part of a tiered structure
they will be treated as one REMIC for purposes of the tests described above
respecting asset ownership of more or less than 95%. In addition, if the
assets of the REMIC include Buy-Down Mortgage Loans, it is possible that the
percentage of such assets constituting "qualifying real property loans" or
"loans . . . secured by an interest in real property which is . . .
residential real property" for purposes of Code Section 7701(a)(19)(C)(v) may
be required to be reduced by the amount of the related Buy-Down Funds. REMIC
Certificates held by a regulated investment company will not constitute
"Government Securities" within the meaning of Code Section 851(b)(4)(A)(i).
REMIC Certificates held by certain financial institutions will constitute an
"evidence of indebtedness" within the meaning of Code Section 582(c)(1). The
Small Business Job Protection Act of 1996 (the "SBJPA of 1996") repealed the
reserve method for bad debts of domestic building and loan associations and
mutual savings banks, and thus has eliminated the asset category of
"qualifying real property loans" in former Code Section 593(d) for taxable
years beginning after December 31, 1995. The requirement in the SBJPA of 1996
that such institutions must "recapture" a portion of their existing bad debt
reserves is suspended if a certain portion of their assets are maintained in
"residential loans" under Code Section 7701(a)(19)(C)(v), but only if such
loans were made to acquire, construct or improve the related real property and
not for the purpose of refinancing. However, no effort will be made to
identify the portion of the Mortgage Loans of any Series meeting this
requirement, and no representation is made in this regard.
Qualification as a REMIC
In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in
the Code. The REMIC Pool must fulfill an asset test, which requires that no
more than a de minimis portion of the assets of the REMIC Pool, as of the
close of the third calendar month beginning after the "Startup Day" (which for
purposes of this discussion is the date of issuance of the REMIC Certificates)
and at all times thereafter, may consist of assets other than "qualified
mortgages" and "permitted investments". The REMIC Regulations provide a safe
harbor pursuant to which the de minimis requirement is met if at all times the
aggregate adjusted basis of the nonqualified assets is less than 1% of the
aggregate adjusted basis of all the REMIC Pool's assets. An entity that fails
to meet the safe harbor may nevertheless demonstrate that it holds no more
than a de minimis amount of nonqualified assets. A REMIC also must provide
"reasonable arrangements" to prevent its residual interest from being held by
"disqualified organizations" and must furnish applicable tax information to
transferors or agents that violate this requirement. See "Taxation of Residual
Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates--Disqualified Organizations".
A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day or is purchased by the REMIC Pool within a three-month period
thereafter pursuant to a fixed price contract in effect on the Startup Day.
Qualified mortgages include whole mortgage loans, such as the Mortgage Loans,
certificates of beneficial interest in a grantor trust that holds mortgage
loans, including certain of the MBS, regular interests in another REMIC, such
as MBS in a trust as to which a REMIC election has been made, loans secured by
timeshare interests and loans secured by shares held by a tenant stockholder
in a cooperative housing corporation, provided, in general, (i) the fair
market value of the real property security (including buildings and structural
components thereof) is at least 80% of the principal balance of the related
Mortgage Loan or mortgage loan underlying the Mortgage Certificate either at
origination or as of the Startup Day (an original loan-to-value ratio of not
more than 125% with respect to the real property security) or (ii)
substantially all the proceeds of the Mortgage Loan or the underlying mortgage
loan were used to acquire, improve or protect an interest in real property
that, at the origination date, was the only security for the Mortgage Loan or
underlying mortgage loan. If the Mortgage Loan has been substantially modified
other than in connection with a default or reasonably foreseeable default, it
must meet the
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loan-to-value test in (i) of the preceding sentence as of the date of the last
such modification or at closing. A qualified mortgage includes a qualified
replacement mortgage, which is any property that would have been treated as a
qualified mortgage if it were transferred to the REMIC Pool on the Startup Day
and that is received either (i) in exchange for any qualified mortgage within
a three-month period thereafter or (ii) in exchange for a "defective
obligation" within a two-year period thereafter. A "defective obligation"
includes (i) a mortgage in default or as to which default is reasonably
foreseeable, (ii) a mortgage as to which a customary representation or
warranty made at the time of transfer to the REMIC Pool has been breached,
(iii) a mortgage that was fraudulently procured by the mortgagor, and (iv) a
mortgage that was not in fact principally secured by real property (but only
if such mortgage is disposed of within 90 days of discovery). A Mortgage Loan
that is "defective" as described in clause (iv) that is not sold or, if within
two years of the Startup Day, exchanged, within 90 days of discovery, ceases
to be a qualified mortgage after such 90-day period.
Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13
months, until the next scheduled distribution to holders of interests in the
REMIC Pool. A qualified reserve asset is any intangible property held for
investment that is part of any reasonably required reserve maintained by the
REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts
due on the regular or residual interests in the event of defaults (including
delinquencies) on the qualified mortgages, lower than expected reinvestment
returns, prepayment interest shortfalls and certain other contingencies. The
reserve fund will be disqualified if more than 30% of the gross income from
the assets in such fund for the year is derived from the sale or other
disposition of property held for less than three months, unless required to
prevent a default on the regular interests caused by a default on one or more
qualified mortgages. A reserve fund must be reduced "promptly and
appropriately" as payments on the Mortgage Loans are received. Foreclosure
property is real property acquired by the REMIC Pool in connection with the
default or imminent default of a qualified mortgage and generally held for not
more than two years, with extensions granted by the Internal Revenue Service
(the "Service").
In addition to the foregoing requirements, the various interests in a REMIC
Pool also must meet certain requirements. All of the interests in a REMIC Pool
must be either of the following: (i) one or more classes of regular interests
or (ii) a single class of residual interests on which distributions, if any,
are made pro rata. A regular interest is an interest in a REMIC Pool that is
issued on the Startup Day with fixed terms, is designated as a regular
interest, and unconditionally entitles the holder to receive a specified
principal amount (or other similar amount), and provides that interest
payments (or other similar amounts), if any, at or before maturity either are
payable based on a fixed rate or a qualified variable rate, or consist of a
specified, nonvarying portion of the interest payments on qualified mortgages.
Such a specified portion may consist of a fixed number of basis points, a
fixed percentage of the total interest, or a fixed or qualified variable or
inverse variable rate on some or all of the qualified mortgages minus a
different fixed or qualified variable rate. The specified principal amount of
a regular interest that provides for interest payments consisting of a
specified, nonvarying portion of interest payments on qualified mortgages may
be zero. A residual interest is an interest in a REMIC Pool other than a
regular interest that is issued on the Startup Day and that is designated as a
residual interest. An interest in a REMIC Pool may be treated as a regular
interest even if payments of principal with respect to such interest are
subordinated to payments on other regular interests or the residual interest
in the REMIC Pool, and are dependent on the absence of defaults or
delinquencies on qualified mortgages or permitted investments, lower than
reasonably expected returns on permitted investments, unanticipated expenses
incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the
Regular Certificates of a series will constitute one or more classes of
regular interests, and the Residual Certificates with respect to that series
will constitute a single class of residual interests on which distributions
are made pro rata.
If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable year,
the Code provides that the entity will not be treated as a REMIC for such year
and thereafter. In this event, an entity with multiple classes of ownership
interests may be treated as a separate association taxable as a corporation
under Treasury
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regulations, and the Regular Certificates may be treated as equity interests
therein. The Code, however, authorizes the Treasury Department to issue
regulations that address situations where failure to meet one or more of the
requirements for REMIC status occurs inadvertently and in good faith, and
disqualification of the REMIC Pool would occur absent regulatory relief.
Investors should be aware, however, that the Conference Committee Report to
the Tax Reform Act of 1986 (the "1986 Act") indicates that the relief may be
accompanied by sanctions, such as the imposition of a corporate tax on all or
a portion of the REMIC Pool's income for the period of time in which the
requirements for REMIC status are not satisfied.
TAXATION OF REGULAR CERTIFICATES
General
In general, interest, original issue discount and market discount on a
Regular Certificate will be treated as ordinary income to a holder of the
Regular Certificate (the "Regular Certificateholder") as they accrue, and
principal payments on a Regular Certificate will be treated as a return of
capital to the extent of the Regular Certificateholder's basis in the Regular
Certificate allocable thereto. Regular Certificateholders must use the accrual
method of accounting with regard to Regular Certificates, regardless of the
method of accounting otherwise used by such Regular Certificateholders.
Original Issue Discount
Accrual Certificates and principal-only Certificates will be, and other
Classes of Regular Certificates may be, issued with "original issue discount"
within the meaning of Code Section 1273(a). Holders of any Class of Regular
Certificates having original issue discount generally must include original
issue discount in ordinary income for federal income tax purposes as it
accrues, in accordance with the constant yield method that takes into account
the compounding of interest, in advance of receipt of the cash attributable to
such income. The following discussion is based in part on temporary and final
Treasury regulations issued on February 2, 1994, as amended on June 14, 1996,
(the "OID Regulations") under Code Sections 1271 through 1273 and 1275 and in
part on the provisions of the 1986 Act. Regular Certificateholders should be
aware, however, that the OID Regulations do not adequately address certain
issues relevant to prepayable securities, such as the Regular Certificates. To
the extent such issues are not addressed in such regulations, the Depositor
intends to apply the methodology described in the Conference Committee Report
to the 1986 Act. No assurance can be provided that the Service will not take a
different position as to those matters not currently addressed by the OID
Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing
the Service to apply or depart from the OID Regulations where necessary or
appropriate to ensure a reasonable tax result in light of the applicable
statutory provisions. A tax result will not be considered unreasonable under
the anti-abuse rule in the absence of a substantial effect on the present
value of a taxpayer's tax liability. Investors are advised to consult their
own tax advisors as to the discussion herein and the appropriate method for
reporting interest and original issue discount with respect to the Regular
Certificates.
Each Regular Certificate (except to the extent described below with respect
to a Regular Certificate on which principal is distributed by random lot
("Random Lot Certificates")) will be treated as a single installment
obligation for purposes of determining the original issue discount includible
in a Regular Certificateholder's income. The total amount of original issue
discount on a Regular Certificate is the excess of the "stated redemption
price at maturity" of the Regular Certificate over its "issue price". The
issue price of a Class of Regular Certificates offered pursuant to this
Prospectus generally is the first price at which a substantial amount of
Regular Certificates of that Class is sold to the public (excluding bond
houses, brokers and underwriters). Although unclear under the OID Regulations,
the Depositor intends to treat the issue price of a Class as to which there is
no substantial sale as of the issue date or that is retained by the Depositor
as the fair market value of that Class as of the issue date. The issue price
of a Regular Certificate also includes the amount paid by an initial Regular
Certificateholder for accrued interest that relates to a period prior to the
issue date of the Regular Certificate, unless the Regular Certificateholder
elects on its federal income tax return to exclude such amount from the issue
price and to recover it on the first Distribution Date. The stated redemption
price at maturity of a Regular Certificate always includes the original
principal amount of the Regular Certificate, but generally will not
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include distributions of stated interest if such interest distributions
constitute "qualified stated interest". Under the OID Regulations, qualified
stated interest generally means interest payable at a single fixed rate or a
qualified variable rate (as described below) provided that such interest
payments are unconditionally payable at intervals of one year or less during
the entire term of the Regular Certificate. Because there is no penalty or
default remedy in the case of nonpayment of interest with respect to a Regular
Certificate, it is possible that no interest on any Class of Regular
Certificates will be treated as qualified stated interest. However, except as
provided in the following three sentences or in the applicable Prospectus
Supplement, because the underlying Mortgage Loans provide for remedies in the
event of default, the Depositor intends to treat interest with respect to the
Regular Certificates as qualified stated interest. Distributions of interest
on an Accrual Certificate, or on other Regular Certificates with respect to
which deferred interest will accrue, will not constitute qualified stated
interest, in which case the stated redemption price at maturity of such
Regular Certificates includes all distributions of interest as well as
principal thereon. Likewise, the Depositor intends to treat an "interest only"
class, or a class on which interest is substantially disproportionate to its
principal amount (a so-called "super-premium" class) as having no qualified
stated interest. Where the interval between the issue date and the first
Distribution Date on a Regular Certificate is shorter than the interval
between subsequent Distribution Dates, the interest attributable to the
additional days will be included in the stated redemption price at maturity.
Under a de minimis rule, original issue discount on a Regular Certificate
will be considered to be zero if such original issue discount is less than
0.25% of the stated redemption price at maturity of the Regular Certificate
multiplied by the weighted average maturity of the Regular Certificate. For
this purpose, the weighted average maturity of the Regular Certificate is
computed as the sum of the amounts determined by multiplying the number of
full years (i.e., rounding down partial years) from the issue date until each
distribution is scheduled to be made by a fraction, the numerator of which is
the amount of each distribution included in the stated redemption price at
maturity of the Regular Certificate and the denominator of which is the stated
redemption price at maturity of the Regular Certificate. The Conference
Committee Report to the 1986 Act provides that the schedule of such
distributions should be determined in accordance with the assumed rate of
prepayment of the Mortgage Loans (the "Prepayment Assumption") and the
anticipated reinvestment rate, if any, relating to the Regular Certificates.
The Prepayment Assumption with respect to a Series of Regular Certificates
will be set forth in the related Prospectus Supplement. Holders generally must
report de minimis original issue discount pro rata as principal payments are
received, and such income will be capital gain if the Regular Certificate is
held as a capital asset. However, under the OID Regulations, Regular
Certificateholders may elect to accrue all de minimis original issue discount
as well as market discount and market premium under the constant yield method.
See "Election to Treat All Interest Under the Constant Yield Method".
A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the
original issue discount on the Regular Certificate accrued during an accrual
period for each day on which it holds the Regular Certificate, including the
date of purchase but excluding the date of disposition. The Depositor will
treat the monthly period ending on the day before each Distribution Date as
the accrual period. With respect to each Regular Certificate, a calculation
will be made of the original issue discount that accrues during each
successive full accrual period (or shorter period from the date of original
issue) that ends on the day before the related Distribution Date on the
Regular Certificate. The Conference Committee Report to the 1986 Act states
that the rate of accrual of original issue discount is intended to be based on
the Prepayment Assumption. Other than as discussed below with respect to a
Random Lot Certificate, the original issue discount accruing in a full accrual
period would be the excess, if any, of (i) the sum of (a) the present value of
all of the remaining distributions to be made on the Regular Certificate as of
the end of that accrual period that are included in the Regular Certificate's
stated redemption price at maturity and (b) the distributions made on the
Regular Certificate during the accrual period that are included in the Regular
Certificate's stated redemption price at maturity, over (ii) the adjusted
issue price of the Regular Certificate at the beginning of the accrual period.
The present value of the remaining distributions referred to in the preceding
sentence is calculated based on (i) the yield to maturity of the Regular
Certificate at the issue date, (ii) events (including actual prepayments) that
have occurred prior to the end of the accrual period and (iii) the Prepayment
Assumption. For these purposes, the adjusted issue price of a Regular
Certificate
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at the beginning of any accrual period equals the issue price of the Regular
Certificate, increased by the aggregate amount of original issue discount with
respect to the Regular Certificate that accrued in all prior accrual periods
and reduced by the amount of distributions included in the Regular
Certificate's stated redemption price at maturity that were made on the
Regular Certificate in such prior periods. The original issue discount
accruing during any accrual period (as determined in this paragraph) will then
be divided by the number of days in the period to determine the daily portion
of original issue discount for each day in the period. With respect to an
initial accrual period shorter than a full accrual period, the daily portions
of original issue discount must be determined according to an appropriate
allocation under any reasonable method.
Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the Mortgage Loans that exceed the
Prepayment Assumption, and generally will decrease (but not below zero for any
period) if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the Mortgage Loans with respect to a Series of
Regular Certificates can result in both a change in the priority of principal
payments with respect to certain Classes of Regular Certificates and either an
increase or decrease in the daily portions of original issue discount with
respect to such Regular Certificates.
In the case of a Random Lot Certificate, the Depositor intends to determine
the yield to maturity of such Certificate based upon the anticipated payment
characteristics of the Class as a whole under the Prepayment Assumption. In
general, the original issue discount accruing on each Random Lot Certificate
in a full accrual period would be its allocable share of the original issue
discount with respect to the entire Class, as determined in accordance with
the preceding paragraph. However, in the case of a distribution in retirement
of the entire unpaid principal balance of any Random Lot Certificate (or
portion of such unpaid principal balance), (a) the remaining unaccrued
original issue discount allocable to such Certificate (or to such portion)
will accrue at the time of such distribution, and (b) the accrual of original
issue discount allocable to each remaining Certificate of such Class (or the
remaining unpaid principal balance of a partially redeemed Random Lot
Certificate after a distribution of principal has been received) will be
adjusted by reducing the present value of the remaining payments on such Class
and the adjusted issue price of such Class to the extent attributable to the
portion of the unpaid principal balance thereof that was distributed. The
Depositor believes that the foregoing treatment is consistent with the "pro
rata prepayment" rules of the OID Regulations, but with the rate of accrual of
original issue discount determined based on the Prepayment Assumption for the
Class as a whole. Investors are advised to consult their tax advisors as to
this treatment.
Acquisition Premium
A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be
required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over such adjusted
issue price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively,
such a subsequent purchaser may elect to treat all such acquisition premium
under the constant yield method, as described below under the heading
"Election to Treat All Interest Under the Constant Yield Method".
Variable Rate Regular Certificates
Regular Certificates may provide for interest based on a variable rate.
Under the OID Regulations, interest is treated as payable at a variable rate
if, generally, (i) the issue price does not exceed the original principal
balance by more than a specified amount and (ii) the interest compounds or is
payable at least annually at current values of (a) one or more "qualified
floating rates", (b) a single fixed rate and one or more qualified floating
rates, (c) a single "objective rate", or (d) a single fixed rate and a single
objective rate that is a "qualified inverse floating rate". A floating rate is
a qualified floating rate if variations in the rate can reasonably be expected
to measure contemporaneous variations in the cost of newly borrowed funds,
where such rate is subject to a fixed multiple that is greater than 0.65, but
not more than 1.35. Such rate may also be increased or decreased by a fixed
spread or subject to a fixed cap or floor, or a cap or
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floor that is not reasonably expected as of the issue date to affect the yield
of the instrument significantly. An objective rate (other than a qualified
floating rate) is a rate that is determined using a single fixed formula and
that is based on objective financial or economic information, provided that
such information is not (i) within the control of the issuer or a related
party or (ii) unique to the circumstances of the issuer or a related party. A
qualified inverse floating rate is a rate equal to a fixed rate minus a
qualified floating rate that inversely reflects contemporaneous variations in
the cost of newly borrowed funds; an inverse floating rate that is not a
qualified floating rate may nevertheless be an objective rate. A Class of
Regular Certificates may be issued under this Prospectus that does not have a
variable rate under the OID Regulations, for example, a Class that bears
different rates at different times during the period it is outstanding such
that it is considered significantly "front-loaded" or "back-loaded" within the
meaning of the OID Regulations. It is possible that such a Class may be
considered to bear "contingent interest" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of
contingent interest, are by their terms not applicable to Regular
Certificates. However, if final regulations dealing with contingent interest
with respect to Regular Certificates apply the same principles as the OID
Regulations, such regulations may lead to different timing of income inclusion
than would be the case under the OID Regulations. Furthermore, application of
such principles could lead to the characterization of gain on the sale of
contingent interest Regular Certificates as ordinary income. Investors should
consult their tax advisors regarding the appropriate treatment of any Regular
Certificate that does not pay interest at a fixed rate or variable rate as
described in this paragraph.
Under the REMIC Regulations, a Regular Certificate (i) bearing a rate that
qualifies as a variable rate under the OID Regulations that is tied to current
values of a variable rate (or the highest, lowest or average of two or more
variable rates), including a rate based on the average cost of funds of one or
more financial institutions, or a positive or negative multiple of such a rate
(plus or minus a specified number of basis points), or that represents a
weighted average of rates on some or all of the Mortgage Loans, including such
a rate that is subject to one or more caps or floors, or (ii) bearing one or
more such variable rates for one or more periods or one or more fixed rates
for one or more periods, and a different variable rate or fixed rate for other
periods qualifies as a regular interest in a REMIC. Accordingly, unless
otherwise indicated in the applicable Prospectus Supplement, the Depositor
intends to treat Regular Certificates that qualify as regular interests under
this rule in the same manner as obligations bearing a variable rate for
original issue discount reporting purposes.
The amount of original issue discount with respect to a Regular Certificate
bearing a variable rate of interest will accrue in the manner described above
under "Original Issue Discount" with the yield to maturity and future payments
on such Regular Certificate generally to be determined by assuming that
interest will be payable for the life of the Regular Certificate based on the
initial rate (or, if different, the value of the applicable variable rate as
of the pricing date) for the relevant Class. Unless otherwise specified in the
applicable Prospectus Supplement, the Depositor intends to treat such variable
interest as qualified stated interest, other than variable interest on an
interest-only or super-premium Class, which will be treated as non-qualified
stated interest includible in the stated redemption price at maturity.
Ordinary income reportable for any period will be adjusted based on subsequent
changes in the applicable interest rate index.
Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, the Depositor intends to treat Regular
Certificates bearing an interest rate that is a weighted average of the net
interest rates on Mortgage Loans or Mortgage Certificates having fixed or
adjustable rates, as having qualified stated interest, except to the extent
that initial "teaser" rates cause sufficiently "back-loaded" interest to
create more than de minimis original issue discount. The yield on such Regular
Certificates for purposes of accruing original issue discount will be a
hypothetical fixed rate based on the fixed rates, in the case of fixed rate
Mortgage Loans, and initial "teaser rates" followed by fully indexed rates, in
the case of adjustable rate Mortgage Loans. In the case of adjustable rate
Mortgage Loans, the applicable index used to compute interest on the Mortgage
Loans in effect on the pricing date (or possibly the issue date) will be
deemed to be in effect beginning with the period in which the first weighted
average adjustment date occurring after the issue date occurs. Adjustments
will be made in each accrual period either increasing or decreasing the amount
of ordinary income reportable to reflect the actual Pass-Through Rate on the
Regular Certificates.
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Deferred Interest
Under the OID Regulations, all interest on a Regular Certificate as to
which there may be Deferred Interest is includible in the stated redemption
price at maturity thereof. Accordingly, any Deferred Interest that accrues
with respect to a Class of Regular Certificates may constitute income to the
holders of such Regular Certificates prior to the time distributions of cash
with respect to such Deferred Interest are made.
Market Discount
A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Section 1276 through 1278. Under these Code sections
and the principles applied by the OID Regulations in the context of original
issue discount, "market discount" is the amount by which the purchaser's
original basis in the Regular Certificate (i) is exceeded by the then-current
principal amount of the Regular Certificate or (ii) in the case of a Regular
Certificate having original issue discount, is exceeded by the adjusted issue
price of such Regular Certificate at the time of purchase. Such purchaser
generally will be required to recognize ordinary income to the extent of
accrued market discount on such Regular Certificate as distributions
includible in the stated redemption price at maturity thereof are received, in
an amount not exceeding any such distribution. Such market discount would
accrue in a manner to be provided in Treasury regulations and should take into
account the Prepayment Assumption. The Conference Committee Report to the 1986
Act provides that until such regulations are issued, such market discount
would accrue either (i) on the basis of a constant interest rate or (ii) in
the ratio of stated interest allocable to the relevant period to the sum of
the interest for such period plus the remaining interest as of the end of such
period, or in the case of a Regular Certificate issued with original issue
discount, in the ratio of original issue discount accrued for the relevant
period to the sum of the original issue discount accrued for such period plus
the remaining original issue discount as of the end of such period. Such
purchaser also generally will be required to treat a portion of any gain on a
sale or exchange of the Regular Certificate as ordinary income to the extent
of the market discount accrued to the date of disposition under one of the
foregoing methods, less any accrued market discount previously reported as
ordinary income as partial distributions in reduction of the stated redemption
price at maturity were received. Such purchaser will be required to defer
deduction of a portion of the excess of the interest paid or accrued on
indebtedness incurred to purchase or carry a Regular Certificate over the
interest distributable thereon. The deferred portion of such interest expense
in any taxable year generally will not exceed the accrued market discount on
the Regular Certificate for such year. Any such deferred interest expense is,
in general, allowed as a deduction not later than the year in which the
related market discount income is recognized or the Regular Certificate is
disposed of. As an alternative to the inclusion of market discount in income
on the foregoing basis, the Regular Certificateholder may elect to include
market discount in income currently as it accrues on all market discount
instruments acquired by such Regular Certificateholder in that taxable year or
thereafter, in which case the interest deferral rule will not apply. See
"Election to Treat All Interest Under the Constant Yield Method" below
regarding an alternative manner in which such election may be deemed to be
made.
Market discount with respect to a Regular Certificate will be considered to
be zero if such market discount is less than 0.25% of the remaining stated
redemption price at maturity of such Regular Certificate multiplied by the
weighted average maturity of the Regular Certificate (determined as described
above in the third paragraph under "Original Issue Discount") remaining after
the date of purchase. It appears that de minimis market discount would be
reported in a manner similar to de minimis original issue discount. See
"Original Issue Discount" above. Treasury regulations implementing the market
discount rules have not yet been issued, and therefore investors should
consult their own tax advisors regarding the application of these rules.
Investors should also consult Revenue Procedure 92-67 concerning the elections
to include market discount in income currently and to accrue market discount
on the basis of the constant yield method.
Premium
A Regular Certificate purchased at a cost greater than its remaining stated
redemption price at maturity generally is considered to be purchased at a
premium. If the Regular Certificateholder holds such
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Regular Certificate as a "capital asset" within the meaning of Code Section
1221, the Regular Certificateholder may elect under Code Section 171 to
amortize such premium under the constant yield method. The Conference
Committee Report to the 1986 Act indicates a Congressional intent that the
same rules that will apply to the accrual of market discount on installment
obligations will also apply to amortizing bond premium under Code Section 171
on installment obligations such as the Regular Certificates, although it is
unclear whether the alternatives to the constant yield method described above
under "Market Discount" are available. Amortizable bond premium will be
treated as an offset to interest income on a Regular Certificate rather than
as a separate deduction item. See "Election to Treat All Interest Under the
Constant Yield Method" below regarding an alternative manner in which the Code
Section 171 election may be deemed to be made.
Election to Treat All Interest Under the Constant Yield Method
A holder of a debt instrument such as a Regular Certificate may elect to
treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument
subject to such an election, (i) "interest" includes stated interest, original
issue discount, de minimis original issue discount, market discount and de
minimis market discount, as adjusted by any amortizable bond premium or
acquisition premium and (ii) the debt instrument is treated as if the
instrument were issued on the holder's acquisition date in the amount of the
holder's adjusted basis immediately after acquisition. It is unclear whether,
for this purpose, the initial Prepayment Assumption would continue to apply or
if a new prepayment assumption as of the date of the holder's acquisition
would apply. A holder generally may make such an election on an instrument by
instrument basis or for a class or group of debt instruments. However, if the
holder makes such an election with respect to a debt instrument with
amortizable bond premium or with market discount, the holder is deemed to have
made elections to amortize bond premium or to report market discount income
currently as it accrues under the constant yield method, respectively, for all
debt instruments acquired by the holder in the same taxable year or
thereafter. The election is made on the holder's federal income tax return for
the year in which the debt instrument is acquired and is irrevocable except
with the approval of the Service. Investors should consult their own tax
advisors regarding the advisability of making such an election.
Sale or Exchange of Regular Certificates
If a Regular Certificateholder sells or exchanges a Regular Certificate,
the Regular Certificateholder will recognize gain or loss equal to the
difference, if any, between the amount received and its adjusted basis in the
Regular Certificate. The adjusted basis of a Regular Certificate generally
will equal the cost of the Regular Certificate to the seller, increased by any
original issue discount or market discount previously included in the seller's
gross income with respect to the Regular Certificate and reduced by amounts
included in the stated redemption price at maturity of the Regular Certificate
that were previously received by the seller, by any amortized premium and by
previously recognized losses.
Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
Regular Certificate realized by an investor who holds the Regular Certificate
as a capital asset will be capital gain or loss and will be long-term or
short-term depending on whether the Regular Certificate has been held for the
long-term capital gain holding period (currently more than one year). Such
gain will be treated as ordinary income (i) if a Regular Certificate is held
as part of a "conversion transaction" as defined in Code Section 1258(c), up
to the amount of interest that would have accrued on the Regular
Certificateholder's net investment in the conversion transaction at 120% of
the appropriate applicable Federal rate under Code Section 1274(d) in effect
at the time the taxpayer entered into the transaction minus any amount
previously treated as ordinary income with respect to any prior distribution
of property that was held as a part of such transaction, (ii) in the case of a
non-corporate taxpayer, to the extent such taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary rates, or (iii) to the extent that such gain does not exceed the
excess, if any, of (a) the amount that would have been includible in the gross
income of the holder if its yield on such Regular Certificate were 110% of the
applicable Federal rate as of the date of purchase, over (b) the amount of
income actually includible in the gross income of such
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holder with respect to the Regular Certificate. In addition, gain or loss
recognized from the sale of a Regular Certificate by certain banks or thrift
institutions will be treated as ordinary income or loss pursuant to Code
Section 582(c). Capital gains of certain non-corporate taxpayers are subject
to a lower maximum tax rate than ordinary income of such taxpayers. The
maximum tax rate for corporations is the same with respect to both ordinary
income and capital gains.
Treatment of Losses
Holders of Regular Certificates will be required to report income with
respect to Regular Certificates on the accrual method of accounting, without
giving effect to delays or reductions in distributions attributable to
defaults or delinquencies on the Mortgage Loans allocable to a particular
class of Regular Certificates, except to the extent it can be established that
such losses are uncollectible. Accordingly, the holder of a Regular
Certificate may have income, or may incur a diminution in cash flow as a
result of a default or delinquency, but may not be able to take a deduction
(subject to the discussion below) for the corresponding loss until a
subsequent taxable year. In this regard, investors are cautioned that while
they may generally cease to accrue interest income if it reasonably appears
that the interest will be uncollectible, the Internal Revenue Service may take
the position that original issue discount must continue to be accrued in spite
of its uncollectibility until the debt instrument is disposed of in a taxable
transaction or becomes worthless in accordance with the rules of Code Section
166. To the extent the rules of Code Section 166 regarding bad debts are
applicable, it appears that holders of Regular Certificates that are
corporations or that otherwise hold the Regular Certificates in connection
with a trade or business should in general be allowed to deduct as an ordinary
loss any such loss sustained during the taxable year on account of any such
Regular Certificates becoming wholly or partially worthless, and that, in
general, holders of Regular Certificates that are not corporations and do not
hold the Regular Certificates in connection with a trade or business will be
allowed to deduct as a short-term capital loss any loss with respect to
principal sustained during the taxable year on account of a portion of any
class or subclass of such Regular Certificates becoming wholly worthless.
Although the matter is not free from doubt, non-corporate holders of Regular
Certificates should be allowed a bad debt deduction at such time as the
principal balance of any class or subclass of such Regular Certificates is
reduced to reflect losses resulting from any liquidated Mortgage Loans. The
Service, however, could take the position that non-corporate holders will be
allowed a bad debt deduction to reflect such losses only after all Mortgage
Loans remaining in the Trust Fund have been liquidated or such class of
Regular Certificates has been otherwise retired. The Service could also assert
that losses on the Regular Certificates are deductible based on some other
method that may defer such deductions for all holders, such as reducing future
cash flow for purposes of computing original issue discount. This may have the
effect of creating "negative" original issue discount which would be
deductible only against future positive original issue discount or otherwise
upon termination of the Class. Holders of Regular Certificates are urged to
consult their own tax advisors regarding the appropriate timing, amount and
character of any loss sustained with respect to such Regular Certificates.
While losses attributable to interest previously reported as income should be
deductible as ordinary losses by both corporate and non-corporate holders, the
Internal Revenue Service may take the position that losses attributable to
accrued original issue discount may only be deducted as short-term capital
losses by non-corporate holders not engaged in a trade or business. Special
loss rules are applicable to banks and thrift institutions, including rules
regarding reserves for bad debts. Such taxpayers are advised to consult their
tax advisors regarding the treatment of losses on Regular Certificates.
TAXATION OF RESIDUAL CERTIFICATES
Taxation of REMIC Income
Generally, the "daily portions" of REMIC taxable income or net loss will be
includible as ordinary income or loss in determining the federal taxable
income of holders of Residual Certificates ("Residual Certificateholders"),
and will not be taxed separately to the REMIC Pool. The daily portions of
REMIC taxable income or net loss of a Residual Certificateholder are
determined by allocating the REMIC Pool's taxable income or net loss for each
calendar quarter ratably to each day in such quarter and by allocating such
daily portion among the Residual Certificateholders in proportion to their
respective holdings of
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Residual Certificates in the REMIC Pool on such day. REMIC taxable income is
generally determined in the same manner as the taxable income of an individual
using the accrual method of accounting, except that (i) the limitations on
deductibility of investment interest expense and expenses for the production
of income do not apply, (ii) all bad loans will be deductible as business bad
debts and (iii) the limitation on the deductibility of interest and expenses
related to tax-exempt income will apply. The REMIC Pool's gross income
includes interest, original issue discount income and market discount income,
if any, on the Mortgage Loans, reduced by amortization of any premium on the
Mortgage Loans, plus income from amortization of issue premium, if any, on the
Regular Certificates, plus income on reinvestment of cash flows and reserve
assets, plus any cancellation of indebtedness income upon allocation of
realized losses to the Regular Certificates. The REMIC Pool's deductions
include interest and original issue discount expense on the Regular
Certificates, servicing fees on the Mortgage Loans, other administrative
expenses of the REMIC Pool and realized losses on the Mortgage Loans. The
requirement that Residual Certificateholders report their pro rata share of
taxable income or net loss of the REMIC Pool will continue until there are no
Certificates of any class of the related series outstanding.
The taxable income recognized by a Residual Certificateholder in any
taxable year will be affected by, among other factors, the relationship
between the timing of recognition of interest and original issue discount or
market discount income or amortization of premium with respect to the Mortgage
Loans, on the one hand, and the timing of deductions for interest (including
original issue discount) on the Regular Certificates or income from
amortization of issue premium on the Regular Certificates, on the other hand.
In the event that an interest in the Mortgage Loans is acquired by the REMIC
Pool at a discount, and one or more of such Mortgage Loans is prepaid, the
Residual Certificateholder may recognize taxable income without being entitled
to receive a corresponding amount of cash because (i) the prepayment may be
used in whole or in part to make distributions in reduction of principal on
the Regular Certificates and (ii) the discount on the Mortgage Loans which is
includible in income may exceed the deduction allowed upon such distributions
on those Regular Certificates on account of any unaccrued original issue
discount relating to those Regular Certificates. When there is more than one
class of Regular Certificates that distribute principal sequentially, this
mismatching of income and deductions is particularly likely to occur in the
early years following issuance of the Regular Certificates when distributions
in reduction of principal are being made in respect of earlier classes of
Regular Certificates to the extent that such classes are not issued with
substantial discount. If taxable income attributable to such a mismatching is
realized, in general, losses would be allowed in later years as distributions
on the later classes of Regular Certificates are made. Taxable income may also
be greater in earlier years than in later years as a result of the fact that
interest expense deductions, expressed as a percentage of the outstanding
principal amount of such a series of Regular Certificates, may increase over
time as distributions in reduction of principal are made on the lower yielding
classes of Regular Certificates, whereas to the extent that the REMIC Pool
includes fixed rate Mortgage Loans, interest income with respect to any given
Mortgage Loan will remain constant over time as a percentage of the
outstanding principal amount of that loan. Consequently, Residual
Certificateholders must have sufficient other sources of cash to pay any
federal, state or local income taxes due as a result of such mismatching or
unrelated deductions against which to offset such income, subject to the
discussion of "excess inclusions" below under "Limitations on Offset or
Exemption of REMIC Income". The timing of such mismatching of income and
deductions described in this paragraph, if present with respect to a series of
Certificates, may have a significant adverse effect upon the Residual
Certificateholder's after-tax rate of return. In addition, a Residual
Certificateholder's taxable income during certain periods may exceed the
income reflected by such Residual Certificateholder for such periods in
accordance with generally accepted accounting principles. Investors should
consult their own accountants concerning the accounting treatment of their
investment in Residual Certificates.
Basis and Losses
The amount of any net loss of the REMIC Pool that may be taken into account
by the Residual Certificateholder is limited to the adjusted basis of the
Residual Certificate as of the close of the quarter (or time of disposition of
the Residual Certificate if earlier), determined without taking into account
the net loss for the quarter. The initial adjusted basis of a purchaser of a
Residual Certificate is the amount paid for such Residual Certificate. Such
adjusted basis will be increased by the amount of taxable income
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of the REMIC Pool reportable by the Residual Certificateholder and will be
decreased (but not below zero), first, by a cash distribution from the REMIC
Pool and, second, by the amount of loss of the REMIC Pool reportable by the
Residual Certificateholder. Any loss that is disallowed on account of this
limitation may be carried over indefinitely with respect to the Residual
Certificateholder as to whom such loss was disallowed and may be used by such
Residual Certificateholder only to offset any income generated by the same
REMIC Pool.
A Residual Certificateholder will not be permitted to amortize directly the
cost of its Residual Certificate as an offset to its share of the taxable
income of the related REMIC Pool. However, that taxable income will not
include cash received by the REMIC Pool that represents a recovery of the
REMIC Pool's basis in its assets. Such recovery of basis by the REMIC Pool
will have the effect of amortization of the issue price of the Residual
Certificates over their life. However, in view of the possible acceleration of
the income of Residual Certificateholders described above under "Taxation of
REMIC Income", the period of time over which such issue price is effectively
amortized may be longer than the economic life of the Residual Certificates.
A Residual Certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash
flows. The REMIC Regulations appear to treat the issue price of such a
residual interest as zero rather than such negative amount for purposes of
determining the REMIC Pool's basis in its assets. The preamble to the REMIC
Regulations states that the Service may provide future guidance on the proper
tax treatment of payments made by a transferor of such a residual interest to
induce the transferee to acquire the interest, and Residual Certificateholders
should consult their own tax advisors in this regard.
Further, to the extent that the initial adjusted basis of a Residual
Certificateholder (other than an original holder) in the Residual Certificate
is greater that the corresponding portion of the REMIC Pool's basis in the
Mortgage Loans, the Residual Certificateholder will not recover a portion of
such basis until termination of the REMIC Pool unless future Treasury
regulations provide for periodic adjustments to the REMIC income otherwise
reportable by such holder. The REMIC Regulations currently in effect do not so
provide. See "Treatment of Certain Items of REMIC Income and Expense--Market
Discount" below regarding the basis of Mortgage Loans to the REMIC Pool and
"Sale or Exchange of a Residual Certificate" below regarding possible
treatment of a loss upon termination of the REMIC Pool as a capital loss.
Treatment of Certain Items of REMIC Income and Expense
Although the Depositor intends to compute REMIC income and expense in
accordance with the Code and applicable regulations, the authorities regarding
the determination of specific items of income and expense are subject to
differing interpretations. The Depositor makes no representation as to the
specific method that it will use for reporting income with respect to the
Mortgage Loans and expenses with respect to the Regular Certificates, and
different methods could result in different timing of reporting of taxable
income or net loss to Residual Certificateholders or differences in capital
gain versus ordinary income.
Original Issue Discount and Premium. Generally, the REMIC Pool's deductions
for original issue discount and income from amortization of issue premium will
be determined in the same manner as original issue discount income on Regular
Certificates as described above under "Taxation of Regular
Certificates--Original Issue Discount" and "--Variable Rate Regular
Certificates", without regard to the de minimis rule described therein, and
"--Premium".
Deferred Interest. Any Deferred Interest that accrues with respect to any
adjustable rate Mortgage Loans held by the REMIC Pool will constitute income
to the REMIC Pool and will be treated in a manner similar to the Deferred
Interest that accrues with respect to Regular Certificates as described above
under "Taxation of Regular Certificates--Deferred Interest".
Market Discount. The REMIC Pool will have market discount income in respect
of Mortgage Loans if, in general, the basis of the REMIC Pool allocable to
such Mortgage Loans is exceeded by their unpaid principal balances. The REMIC
Pool's basis in such Mortgage Loans is generally the fair market
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value of the Mortgage Loans immediately after the transfer thereof to the
REMIC Pool. The REMIC Regulations provide that such basis is equal in the
aggregate to the issue prices of all regular and residual interests in the
REMIC Pool (or the fair market value thereof at the Closing Date, in the case
of a retained Class). In respect of Mortgage Loans that have market discount
to which Code Section 1276 applies, the accrued portion of such market
discount would be recognized currently as an item of ordinary income in a
manner similar to original issue discount. Market discount income generally
should accrue in the manner described above under "Taxation of Regular
Certificates--Market Discount".
Premium. Generally, if the basis of the REMIC Pool in the Mortgage Loans
exceeds the unpaid principal balances thereof, the REMIC Pool will be
considered to have acquired such Mortgage Loans at a premium equal to the
amount of such excess. As stated above, the REMIC Pool's basis in Mortgage
Loans is the fair market value of the Mortgage Loans, based on the aggregate
of the issue prices (or the fair market value of retained Classes) of the
regular and residual interests in the REMIC Pool immediately after the
transfer thereof to the REMIC Pool. In a manner analogous to the discussion
above under "Taxation of Regular Certificates--Premium", a REMIC Pool that
holds a Mortgage Loan as a capital asset under Code Section 1221 may elect
under Code Section 171 to amortize premium on whole mortgage loans or mortgage
loans underlying MBS that were originated after September 27, 1985 or MBS that
are REMIC regular interests under the constant yield method. Amortizable bond
premium will be treated as an offset to interest income on the Mortgage Loans,
rather than as a separate deduction item. To the extent that the mortgagors
with respect to the Mortgage Loans are individuals, Code Section 171 will not
be available for premium on Mortgage Loans (including underlying mortgage
loans) originated on or prior to September 27, 1985. Premium with respect to
such Mortgage Loans may be deductible in accordance with a reasonable method
regularly employed by the holder thereof. The allocation of such premium pro
rata among principal payments should be considered a reasonable method;
however, the Service may argue that such premium should be allocated in a
different manner, such as allocating such premium entirely to the final
payment of principal.
Limitations on Offset or Exemption of REMIC Income
A portion or all of the REMIC taxable income includible in determining the
federal income tax liability of a Residual Certificateholder will be subject
to special treatment. That portion, referred to as the "excess inclusion", is
equal to the excess of REMIC taxable income for the calendar quarter allocable
to a Residual Certificate over the daily accruals for such quarterly period of
(i) 120% of the long-term applicable Federal rate that would have applied to
the Residual Certificate (if it were a debt instrument) on the Startup Day
under Code Section 1274(d), multiplied by (ii) the adjusted issue price of
such Residual Certificate at the beginning of such quarterly period. For this
purpose, the adjusted issue price of a Residual Certificate at the beginning
of a quarter is the issue price of the Residual Certificate, plus the amount
of such daily accruals of REMIC income described in this paragraph for all
prior quarters, decreased by any distributions made with respect to such
Residual Certificate prior to the beginning of such quarterly period.
Accordingly, the portion of the REMIC Pool's taxable income that will be
treated as excess inclusions will be a larger portion of such income as the
adjusted issue price of the Residual Certificates diminishes.
The portion of a Residual Certificateholder's REMIC taxable income
consisting of the excess inclusions generally may not be offset by other
deductions, including net operating loss carryforwards, on such Residual
Certificateholder's return. However, net operating loss carryovers are
determined without regard to excess inclusion income. Further, if the Residual
Certificateholder is an organization subject to the tax on unrelated business
income imposed by Code Section 511, the Residual Certificateholder's excess
inclusions will be treated as unrelated business taxable income of such
Residual Certificateholder for purposes of Code Section 511. In addition,
REMIC taxable income is subject to 30% withholding tax with respect to certain
persons who are not U.S. Persons (as defined below under "Tax-Related
Restrictions on Transfer of Residual Certificates--Foreign Investors"), and
the portion thereof attributable to excess inclusions is not eligible for any
reduction in the rate of withholding tax (by treaty or otherwise). See
"Taxation of Certain Foreign Investors--Residual Certificates" below. Finally,
if a real estate investment trust or a regulated investment company owns a
Residual Certificate, a portion (allocated under Treasury regulations yet to
be issued) of dividends paid by the real estate investment
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trust or a regulated investment company could not be offset by net operating
losses of its shareholders, would constitute unrelated business taxable income
for tax-exempt shareholders, and would be ineligible for reduction of
withholding to certain persons who are not U.S. Persons. The SBJPA of 1996 has
eliminated the special rule permitting Section 593 institutions ("thrift
institutions") to use net operating losses and other allowable deductions to
offset their excess inclusion income from Residual Certificates that have
"significant value" within the meaning of the REMIC Regulations, effective for
taxable years beginning after December 31, 1995, except with respect to
Residual Certificates continuously held by thrift institutions since November
1, 1995.
In addition, the SBJPA of 1996 provides three rules for determining the
effect of excess inclusions on the alternative minimum taxable income of a
Residual Certificateholder. First, alternative minimum taxable income for a
Residual Certificateholder is determined without regard to the special rule,
discussed above, that taxable income cannot be less than excess inclusions.
Second, a Residual Certificateholder's alternative minimum taxable income for
a taxable year cannot be less than the excess inclusions for the year. Third,
the amount of any alternative minimum tax net operating loss deduction must be
computed without regard to any excess inclusions. These rules are effective
for taxable years beginning after December 31, 1996, unless a Residual
Certificateholder elects to have such rules apply only to taxable years
beginning after August 20, 1996.
Tax-Related Restrictions on Transfer of Residual Certificates
Disqualified Organizations. If any legal or beneficial interest in a
Residual Certificate is transferred to a Disqualified Organization (as defined
below), a tax would be imposed in an amount equal to the product of (i) the
present value of the total anticipated excess inclusions with respect to such
Residual Certificate for periods after the transfer and (ii) the highest
marginal federal income tax rate applicable to corporations. The REMIC
Regulations provide that the anticipated excess inclusions are based on actual
prepayment experience to the date of the transfer and projected payments based
on the Prepayment Assumption. The present value rate equals the applicable
Federal rate under Code Section 1274(d) as of the date of the transfer for a
term ending with the last calendar quarter in which excess inclusions are
expected to accrue. Such a tax generally would be imposed on the transferor of
the Residual Certificate, except that where such transfer is through an agent
(including a broker, nominee or other middleman) for a Disqualified
Organization, the tax would instead be imposed on such agent. However, a
transferor of a 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. The tax also may be waived by the Treasury Department
if the Disqualified Organization promptly disposes of the residual interest
and the transferor pays income tax at the highest corporate rate on the excess
inclusions for the period the Residual Certificate is actually held by the
Disqualified Organization.
In addition, if a "Pass-Through Entity" (as defined below) has excess
inclusion income with respect to a Residual Certificate during a taxable year
and a Disqualified Organization is the record holder of an equity interest in
such entity, then a tax is imposed on such entity equal to the product of (i)
the amount of excess inclusions on the Residual Certificate that are allocable
to the interest in the Pass-Through Entity during the period such interest is
held by such Disqualified Organization, and (ii) the highest marginal federal
corporate income tax rate. Such tax would be deductible from the ordinary
gross income of the Pass-Through Entity for the taxable year. The Pass-Through
Entity would not be liable for such tax if it has received an affidavit from
such record holder that it is not a Disqualified Organization or stating such
holder's taxpayer identification number and, during the period such person is
the record holder of the Residual Certificate, the Pass-Through Entity does
not have actual knowledge that such affidavit is false.
For these purposes, (i) "Disqualified Organization" means the United
States, any state or political subdivision thereof, any foreign government,
any international organization, any agency or instrumentality of any of the
foregoing (provided, that such term does not include an instrumentality if all
of its activities are subject to tax and a majority of its board of directors
is not selected by any such
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governmental entity), any cooperative organization furnishing electric energy
or providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), and any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511, and (ii) "Pass-Through Entity" means any
regulated investment company, real estate investment trust, common trust fund,
partnership, trust or estate and certain corporations operating on a
cooperative basis. Except as may be provided in Treasury regulations, any
person holding an interest in a Pass-Through Entity as a nominee for another
will, with respect to such interest, be treated as a Pass-Through Entity.
The Pooling Agreement with respect to a series of Certificates will provide
that no legal or beneficial interest in a Residual Certificate may be
transferred unless (i) the proposed transferee provides to the transferor and
the Trustee an affidavit providing its taxpayer identification number and
stating that such transferee is the beneficial owner of the Residual
Certificate, is not a Disqualified Organization and is not purchasing such
Residual Certificates on behalf of a Disqualified Organization (i.e., as a
broker, nominee or middleman thereof), and (ii) the transferor provides a
statement in writing to the Depositor and the Trustee that it has no actual
knowledge that such affidavit is false. Moreover, the Pooling Agreement will
provide that any attempted or purported transfer in violation of these
transfer restrictions will be null and void and will vest no rights in any
purported transferee. Each Residual Certificate with respect to a series will
bear a legend referring to such restrictions on transfer, and each Residual
Certificateholder will be deemed to have agreed, as a condition of ownership
thereof, to any amendments to the related Pooling Agreement required under the
Code or applicable Treasury regulations to effectuate the foregoing
restrictions. Information necessary to compute an applicable excise tax must
be furnished to the Service and to the requesting party within 60 days of the
request, and the Depositor or the Trustee may charge a fee for computing and
providing such information.
Noneconomic Residual Interests. The REMIC Regulations would disregard
certain transfers of Residual Certificates, in which case the transferor would
continue to be treated as the owner of the Residual Certificates and thus
would continue to be subject to tax on its allocable portion of the net income
of the REMIC Pool. Under the REMIC Regulations, a transfer of a "noneconomic
residual interest" (as defined below) to a Residual Certificateholder (other
than a Residual Certificateholder who is not a U.S. Person, as defined below
under "Foreign Investors") is disregarded for all federal income tax purposes
if a significant purpose of the transferor is to impede the assessment or
collection of tax. A residual interest in a REMIC (including a residual
interest with a positive value at issuance) is a "noneconomic residual
interest" unless, at the time of the transfer, (i) the present value of the
expected future distributions on the residual interest at least equals the
product of the present value of the anticipated excess inclusions and the
highest corporate income tax rate in effect for the year in which the transfer
occurs, and (ii) the transferor reasonably expects that the transferee will
receive distributions from the REMIC at or after the time at which taxes
accrue on the anticipated excess inclusions in an amount sufficient to satisfy
the accrued taxes. The anticipated excess inclusions and the present value
rate are determined in the same manner as set forth above under "Disqualified
Organizations". The REMIC Regulations explain that a significant purpose to
impede the assessment or collection of tax exists if the transferor, at the
time of the transfer, either knew or should have known that the transferee
would be unwilling or unable to pay taxes due on its share of the taxable
income of the REMIC. A safe harbor is provided if (i) the transferor
conducted, at the time of the transfer, a reasonable investigation of the
financial condition of the transferee and found that the transferee
historically had paid its debts as they came due and found no significant
evidence to indicate that the transferee would not continue to pay its debts
as they came due in the future, and (ii) the transferee represents to the
transferor that it understands that, as the holder of the noneconomic residual
interest, the transferee may incur tax liabilities in excess of cash flows
generated by the interest and that the transferee intends to pay taxes
associated with holding the residual interest as they become due. The Pooling
Agreement with respect to each series of Certificates will require the
transferee of a Residual Certificate to certify to the matters in the
preceding sentence as part of the affidavit described above under the heading
"Disqualified Organizations". The transferor must have no actual knowledge or
reason to know that such statements are false.
Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"
will be disregarded for all federal tax purposes. This
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rule appears intended to apply to a transferee who is not a "U.S. Person" (as
defined below), unless such transferee's income is effectively connected with
the conduct of a trade or business within the United States. A Residual
Certificate is deemed to have tax avoidance potential unless, at the time of
the transfer, (i) the future value of expected distributions equals at least
30% of the anticipated excess inclusions after the transfer, and (ii) the
transferor reasonably expects that the transferee will receive sufficient
distributions from the REMIC Pool at or after the time at which the excess
inclusions accrue and prior to the end of the next succeeding taxable year for
the accumulated withholding tax liability to be paid. If the non-U.S. Person
transfers the Residual Certificate back to a U.S. Person, the transfer will be
disregarded and the foreign transferor will continue to be treated as the
owner unless arrangements are made so that the transfer does not have the
effect of allowing the transferor to avoid tax on accrued excess inclusions.
The Prospectus Supplement relating to a series of Certificates may provide
that a Residual Certificate may not be purchased by or transferred to any
person that is not a U.S. Person or may describe the circumstances and
restrictions pursuant to which such a transfer may be made. The term "U.S.
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 thereof, an estate that is subject
to United States federal income tax regardless of the source of its income or
a trust if (A) for taxable years beginning after December 31, 1996 (or for
taxable years ending August 20, 1996, if the trustee has made an applicable
election), a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more United
States fiduciaries have the authority to control all substantial decisions of
such trust, or (B) for all other taxable years, such trust is subject to
United States federal income tax regardless of the source of its income.
Sale or Exchange of a Residual Certificate
Upon the sale or exchange of a Residual Certificate, the Residual
Certificateholder will recognize gain or loss equal to the excess, if any, of
the amount realized over the adjusted basis (as described above under
"Taxation of Residual Certificates--Basis and Losses") of such Residual
Certificateholder in such Residual Certificate at the time of the sale or
exchange. In addition to reporting the taxable income of the REMIC Pool, a
Residual Certificateholder will have taxable income to the extent that any
cash distribution to it from the REMIC Pool exceeds such adjusted basis on
that Distribution Date. Such income will be treated as gain from the sale or
exchange of the Residual Certificate. It is possible that the termination of
the REMIC Pool may be treated as a sale or exchange of a Residual
Certificateholder's Residual Certificate, in which case, if the Residual
Certificateholder has an adjusted basis in such Residual Certificateholder's
Residual Certificate remaining when its interest in the REMIC Pool terminates,
and if such Residual Certificateholder holds such Residual Certificate as a
capital asset under Code Section 1221, then such Residual Certificateholder
will recognize a capital loss at that time in the amount of such remaining
adjusted basis.
Any gain on the sale of a Residual Certificate will be treated as ordinary
income (i) if a Residual Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Residual Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal rate
in effect at the time the taxpayer entered into the transaction minus any
amount previously treated as ordinary income with respect to any prior
disposition of property that was held as a part of such transaction or (ii) in
the case of a non-corporate taxpayer, to the extent such taxpayer has made an
election under Code Section 163(d)(4) to have net capital gains taxed as
investment income at ordinary income rates. In addition, gain or loss
recognized from the sale of a Residual Certificate by certain banks or thrift
institutions will be treated as ordinary income or loss pursuant to Code
Section 582(c).
The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code
Section 1091 will apply to dispositions of Residual Certificates where the
seller of the Residual Certificate, during the period beginning six months
before the sale or disposition of the Residual Certificate and ending six
months after such sale or disposition,
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acquires (or enters into any other transaction that results in the application
of Section 1091) any residual interest in any REMIC or any interest in a
"taxable mortgage pool" (such as a non-REMIC owner trust) that is economically
comparable to a Residual Certificate.
Mark to Market Regulations
Prospective purchasers of the Residual Certificates should also be aware
that on January 3, 1995, the Service released proposed regulations (the
"Proposed Mark to Market Regulations") under Code Section 475 relating to the
requirement that a securities dealer mark to market securities held for sale
to customers. This mark-to-market requirement applies to all securities of a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. The Proposed Mark to Market Regulations
provide that, for purposes of this mark-to-market requirement, a Residual
Certificate is not treated as a security and thus may not be marked to market.
The Proposed Mark to Market Regulations would apply to all Residual
Certificates acquired on or after January 4, 1995.
TAXES THAT MAY BE IMPOSED ON THE REMIC POOL
Prohibited Transactions
Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss includible
in the federal income tax returns of Residual Certificateholders, but rather
will be taxed directly to the REMIC Pool at a 100% rate. Prohibited
transactions generally include (i) the disposition of a qualified mortgage
other than for (a) substitution within two years of the Startup Day for a
defective (including a defaulted) obligation (or repurchase in lieu of
substitution of a defective (including a defaulted) obligation at any time) or
for any qualified mortgage within three months of the Startup Day, (b)
foreclosure, default or imminent default of a qualified mortgage, (c)
bankruptcy or insolvency of the REMIC Pool or (d) a qualified (complete)
liquidation, (ii) the receipt of income from assets that are not the type of
mortgages or investments that the REMIC Pool is permitted to hold, (iii) the
receipt of compensation for services or (iv) the receipt of gain from
disposition of cash flow investments other than pursuant to a qualified
liquidation. Notwithstanding (i) and (iv), it is not a prohibited transaction
to sell REMIC Pool property to prevent a default on Regular Certificates as a
result of a default on qualified mortgages or to facilitate a clean-up call
(generally, an optional termination to save administrative costs when no more
than a small percentage of the Certificates is outstanding). The REMIC
Regulations indicate that the modification of a Mortgage Loan generally will
not be treated as a disposition if it is occasioned by a default or reasonably
foreseeable default, an assumption of the Mortgage Loan, the waiver of a
due-on-sale or due-on-encumbrance clause or the conversion of an interest rate
by a mortgagor pursuant to the terms of a convertible adjustable rate Mortgage
Loan.
Contributions to the REMIC Pool After the Startup Day
In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.
Exceptions are provided for cash contributions to the REMIC Pool (i) during
the three months following the Startup Day, (ii) made to a qualified reserve
fund by a Residual Certificateholder, (iii) in the nature of a guarantee, (iv)
made to facilitate a qualified liquidation or clean-up call and (v) as
otherwise permitted in Treasury regulations yet to be issued.
Net Income from Foreclosure Property
The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property", determined by
reference to the rules applicable to real estate investment trusts. Generally,
property acquired by deed in lieu of foreclosure would be treated as
"foreclosure property" for a period of two years, with possible extensions.
Net income from foreclosure property generally means gain from the sale of a
foreclosure property that is inventory property and gross income from
foreclosure property other than qualifying rents and other qualifying income
for a real estate investment trust.
It is not anticipated that the REMIC Pool will receive income or
contributions subject to tax under the preceding three paragraphs, except as
described in the applicable Prospectus Supplement with respect
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to net income from foreclosure property on a commercial or multifamily
residential property that secured a Mortgage Loan. In addition, unless
otherwise disclosed in the applicable Prospectus Supplement, it is not
anticipated that any material state income or franchise tax will be imposed on
a REMIC Pool.
LIQUIDATION OF THE REMIC POOL
If a REMIC Pool adopts a plan of complete liquidation, within the meaning
of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in
the REMIC Pool's final tax return a date on which such adoption is deemed to
occur, and sells all of its assets (other than cash) within a 90-day period
beginning on the date of the adoption of the plan of liquidation, the REMIC
Pool will not be subject to the prohibited transaction rules on the sale of
its assets, provided that the REMIC Pool credits or distributes in liquidation
all of the sale proceeds plus its cash (other than amounts retained to meet
claims) to holders of Regular Certificates and Residual Certificateholders
within the 90-day period.
ADMINISTRATIVE MATTERS
The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes
in a manner similar to a partnership. The form for such income tax return is
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The
Trustee will be required to sign the REMIC Pool's returns. Treasury
regulations provide that, except where there is a single Residual
Certificateholder for an entire taxable year, the REMIC Pool will be subject
to the procedural and administrative rules of the Code applicable to
partnerships, including the determination by the Service of any adjustments
to, among other things, items of REMIC income, gain, loss, deduction or credit
in a unified administrative proceeding. The Residual Certificateholder owning
the largest percentage interest in the Residual Certificates will be obligated
to act as "tax matters person", as defined in applicable Treasury regulations,
with respect to the REMIC Pool. Each Residual Certificateholder will be
deemed, by acceptance of such Residual Certificates, to have agreed (i) to the
appointment of the tax matters person as provided in the preceding sentence
and (ii) to the irrevocable designation of the Master Servicer as agent for
performing the functions of the tax matters person.
LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES
An investor who is an individual, estate or trust will be subject to
limitation with respect to certain itemized deductions described in Code
Section 67, to the extent that such itemized deductions, in the aggregate, do
not exceed 2% of the investor's adjusted gross income. In addition, Code
Section 68 provides that itemized deductions otherwise allowable for a taxable
year of an individual taxpayer will be reduced by the lesser of (i) 3% of the
excess, if any, of adjusted gross income over $100,000 ($50,000 in the case of
a married individual filing a separate return) (subject to adjustments for
inflation) or (ii) 80% of the amount of itemized deductions otherwise
allowable for such year. In the case of a REMIC Pool, such deductions may
include deductions under Code Section 212 for the servicing fee and all
administrative and other expenses relating to the REMIC Pool, or any similar
expenses allocated to the REMIC Pool with respect to a regular interest it
holds in another REMIC. Such investors who hold REMIC Certificates either
directly or indirectly through certain pass-through entities may have their
pro rata share of such expenses allocated to them as additional gross income,
but may be subject to such limitation on deductions. In addition, such
expenses are not deductible at all for purposes of computing the alternative
minimum tax, and may cause such investors to be subject to significant
additional tax liability. Temporary Treasury regulations provide that the
additional gross income and corresponding amount of expenses generally are to
be allocated entirely to the holders of Residual Certificates in the case of a
REMIC Pool that would not qualify as a fixed investment trust in the absence
of a REMIC election. However, such additional gross income and limitation on
deductions will apply to the allocable portion of such expenses to holders of
Regular Certificates, as well as holders of Residual Certificates, where such
Regular Certificates are issued in a manner that is similar to pass-through
certificates in a fixed investment trust. In general, such allocable portion
will be determined based on the ratio that a REMIC Certificateholder's income,
determined on a daily basis, bears to the income of all holders of Regular
Certificates and Residual Certificates with respect to a REMIC Pool. As a
result, individuals, estates or
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trusts holding REMIC Certificates (either directly or indirectly through a
grantor trust, partnership, S corporation, REMIC, or certain other
pass-through entities described in the foregoing temporary Treasury
regulations) may have taxable income in excess of the interest income at the
pass-through rate on Regular Certificates that are issued in a single Class or
otherwise consistently with fixed investment trust status or in excess of cash
distributions for the related period on Residual Certificates. Unless
otherwise indicated in the applicable Prospectus Supplement, all such expenses
will be allocable to the Residual Certificates.
TAXATION OF CERTAIN FOREIGN INVESTORS
Regular Certificates
Interest, including original issue discount, distributable to Regular
Certificateholders who are non-resident aliens, foreign corporations, or other
Non-U.S. Persons (as defined below), will be considered "portfolio interest"
and, therefore, generally will not be subject to 30% United States withholding
tax, provided that such Non-U.S. Person (i) is not a "10-percent shareholder"
within the meaning of Code Section 871(h)(3)(B) or a controlled foreign
corporation described in Code Section 881(c)(3)(C) and (ii) provides the
Trustee, or the person who would otherwise be required to withhold tax from
such distributions under Code Section 1441 or 1442, with an appropriate
statement, signed under penalties of perjury, identifying the beneficial owner
and stating, among other things, that the beneficial owner of the Regular
Certificate is a Non-U.S. Person. If such statement, or any other required
statement, is not provided, 30% withholding will apply unless reduced or
eliminated pursuant to an applicable tax treaty or unless the interest on the
Regular Certificate is effectively connected with the conduct of a trade or
business within the United States by such Non-U.S. Person. In the latter case,
such Non-U.S. Person will be subject to United States federal income tax at
regular rates. Prepayment Premiums distributable to Regular Certificateholders
who are Non-U.S. Persons may be subject to 30% United States withholding tax.
Investors who are Non-U.S. Persons should consult their own tax advisors
regarding the specific tax consequences to them of owning a Regular
Certificate. The term "Non-U.S. Person" means any person who is not a U.S.
Person.
Residual Certificates
The Conference Committee Report to the 1986 Act indicates that amounts paid
to Residual Certificateholders who are Non-U.S. Persons are treated as
interest for purposes of the 30% (or lower treaty rate) United States
withholding tax. Treasury regulations provide that amounts distributed to
Residual Certificateholders may qualify as "portfolio interest", subject to
the conditions described in "Regular Certificates" above, but only to the
extent that (i) the Mortgage Loans (including mortgage loans underlying MBS)
were issued after July 18, 1984 and (ii) the Trust Fund or segregated pool of
assets therein (as to which a separate REMIC election will be made), to which
the Residual Certificate relates, consists of obligations issued in
"registered form" within the meaning of Code Section 163(f)(1). Generally,
whole mortgage loans will not be, but MBS and regular interests in another
REMIC Pool will be, considered obligations issued in registered form.
Furthermore, a Residual Certificateholder will not be entitled to any
exemption from the 30% withholding tax (or lower treaty rate) to the extent of
that portion of REMIC taxable income that constitutes an "excess inclusion".
See "Taxation of Residual Certificates--Limitations on Offset or Exemption of
REMIC Income". If the amounts paid to Residual Certificateholders who are
Non-U.S. Persons are effectively connected with the conduct of a trade or
business within the United States by such Non-U.S. Persons, 30% (or lower
treaty rate) withholding will not apply. Instead, the amounts paid to such
Non-U.S. Persons will be subject to United States federal income tax at
regular rates. If 30% (or lower treaty rate) withholding is applicable, such
amounts generally will be taken into account for purposes of withholding only
when paid or otherwise distributed (or when the Residual Certificate is
disposed of) under rules similar to withholding upon disposition of debt
instruments that have original issue discount. See "Tax-Related Restrictions
on Transfer of Residual Certificates--Foreign Investors" above concerning the
disregard of certain transfers having "tax avoidance potential". Investors who
are Non-U.S. Persons should consult their own tax advisors regarding the
specific tax consequences to them of owning Residual Certificates.
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BACKUP WITHHOLDING
Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to a
"backup" withholding tax under Code Section 3406 of 31% on "reportable
payments" (including interest distributions, original issue discount, and,
under certain circumstances, principal distributions) unless the Regular
Certificateholder complies with certain reporting and/or certification
procedures, including the provision of its taxpayer identification number to
the Trustee, its agent or the broker who effected the sale of the Regular
Certificate, or such Certificateholder is otherwise an exempt recipient under
applicable provisions of the Code. Any amounts to be withheld from
distribution on the Regular Certificates would be refunded by the Service or
allowed as a credit against the Regular Certificateholder's federal income tax
liability.
REPORTING REQUIREMENTS
Reports of accrued interest, original issue discount and information
necessary to compute the accrual of any market discount on the Regular
Certificates will be made annually to the Service and to individuals, estates,
non-exempt and non-charitable trusts, and partnerships who are either holders
of record of Regular Certificates or beneficial owners who own Regular
Certificates through a broker or middleman as nominee. All brokers, nominees
and all other non-exempt holders of record of Regular Certificates (including
corporations, non-calendar year taxpayers, securities or commodities dealers,
real estate investment trusts, investment companies, common trust funds,
thrift institutions and charitable trusts) may request such information for
any calendar quarter by telephone or in writing by contacting the person
designated in Service Publication 938 with respect to a particular series of
Regular Certificates. Holders through nominees must request such information
from the nominee.
The Service's Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.
Treasury regulations require that Schedule Q be furnished by the REMIC Pool to
each Residual Certificateholder by the end of the month following the close of
each calendar quarter (41 days after the end of a quarter under proposed
Treasury regulations) in which the REMIC Pool is in existence.
Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual
Certificateholders, furnished annually, if applicable, to holders of Regular
Certificates, and filed annually with the Service concerning Code Section 67
expenses (see "Limitations on Deduction of Certain Expenses" above) allocable
to such holders. Furthermore, under such regulations, information must be
furnished quarterly to Residual Certificateholders, furnished annually to
holders of Regular Certificates, and filed annually with the Service
concerning the percentage of the REMIC Pool's assets meeting the qualified
asset tests described above under "Status of REMIC Certificates".
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS
TO WHICH NO REMIC ELECTION IS MADE
STANDARD CERTIFICATES
General
In the event that no election is made to treat a Trust Fund (or a
segregated pool of assets therein) with respect to a series of Certificates
that are not designated as "Stripped Certificates", as described below, as a
REMIC (Certificates of such a series hereinafter referred to as "Standard
Certificates"), the Trust Fund will be classified as a grantor trust under
subpart E, Part 1 of subchapter J of the Code and not as an association
taxable as a corporation or a "taxable mortgage pool" within the meaning of
Code Section 7701(i). Where there is no fixed retained yield with respect to
the Mortgage Loans underlying the Standard Certificates, the holder of each
such Standard Certificate (a "Standard Certificateholder") in such series will
be treated as the owner of a pro rata undivided interest in the ordinary
income and corpus portions of the Trust Fund represented by its Standard
Certificate and will be considered the beneficial owner of a pro rata
undivided interest in each of the Mortgage Loans, subject to the discussion
below
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under "Recharacterization of Servicing Fees". Accordingly, the holder of a
Standard Certificate of a particular series will be required to report on its
federal income tax return its pro rata share of the entire income from the
Mortgage Loans represented by its Standard Certificate, including interest at
the coupon rate on such Mortgage Loans, original issue discount (if any),
prepayment fees, assumption fees, and late payment charges received by the
Master Servicer, in accordance with such Standard Certificateholder's method
of accounting. A Standard Certificateholder generally will be able to deduct
its share of the servicing fee and all administrative and other expenses of
the Trust Fund in accordance with its method of accounting, provided that such
amounts are reasonable compensation for services rendered to that Trust Fund.
However, investors who are individuals, estates or trusts who own Standard
Certificates, either directly or indirectly through certain pass-through
entities, will be subject to limitation with respect to certain itemized
deductions described in Code Section 67, including deductions under Code
Section 212 for the servicing fee and all such administrative and other
expenses of the Trust Fund, to the extent that such deductions, in the
aggregate, do not exceed two percent of an investor's adjusted gross income.
In addition, Code Section 68 provides that itemized deductions otherwise
allowable for a taxable year of an individual taxpayer will be reduced by the
lesser of (i) 3% of the excess, if any, of adjusted gross income over $100,000
($50,000 in the case of a married individual filing a separate return)
(subject to adjustments for inflation), or (ii) 80% of the amount of itemized
deductions otherwise allowable for such year. As a result, such investors
holding Standard Certificates, directly or indirectly through a pass-through
entity, may have aggregate taxable income in excess of the aggregate amount of
cash received on such Standard Certificates with respect to interest at the
pass-through rate on such Standard Certificates. In addition, such expenses
are not deductible at all for purposes of computing the alternative minimum
tax, and may cause such investors to be subject to significant additional tax
liability. Moreover, where there is fixed retained yield with respect to the
Mortgage Loans underlying a series of Standard Certificates or where the
servicing fee is in excess of reasonable servicing compensation, the
transaction will be subject to the application of the "stripped bond" and
"stripped coupon" rules of the Code, as described below under "Stripped
Certificates" and "Recharacterization of Servicing Fees", respectively.
Tax Status
Standard Certificates will have the following status for federal income tax
purposes:
1. A Standard Certificate owned by a "domestic building and loan
association" within the meaning of Code Section 7701(a)(19) will be
considered to represent "loans . . . secured by an interest in real property
which is . . . residential real property" within the meaning of Code Section
7701(a)(19)(C)(v), provided that the real property securing the Mortgage
Loans represented by that Standard Certificate is of the type described in
such section of the Code.
2. A Standard Certificate owned by a real estate investment trust will be
considered to represent "real estate assets" within the meaning of Code
Section 856(c)(5)(A) to the extent that the assets of the related Trust Fund
consist of qualified assets, and interest income on such assets will be
considered "interest on obligations secured by mortgages on real property" to
such extent within the meaning of Code Section 856(c)(3)(B).
3. A Standard Certificate owned by a REMIC will be considered to represent
an "obligation . . . which is principally secured by an interest in real
property" within the meaning of Code Section 860G(a)(3)(A) to the extent that
the assets of the related Trust Fund consist of "qualified mortgages" within
the meaning of Code Section 860G(a)(3).
Premium and Discount
Standard Certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either
upon initial acquisition of Standard Certificates or thereafter.
Premium. The treatment of premium incurred upon the purchase of a Standard
Certificate will be determined generally as described above under "Certain
Federal Income Tax Consequences for REMIC Certificates--Taxation of Residual
Certificates--Treatment of Certain Items of REMIC Income and
Expense--Premium".
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Original Issue Discount. The original issue discount rules will be
applicable to a Standard Certificateholder's interest in those Mortgage Loans
as to which the conditions for the application of those sections are met.
Rules regarding periodic inclusion of original issue discount income are
applicable to mortgages of corporations originated after May 27, 1969,
mortgages of noncorporate mortgagors (other than individuals) originated after
July 1, 1982, and mortgages of individuals originated after March 2, 1984.
Under the OID Regulations, such original issue discount could arise by the
charging of points by the originator of the mortgages in an amount greater
than a statutory de minimis exception, including a payment of points currently
deductible by the borrower under applicable Code provisions or, under certain
circumstances, by the presence of "teaser rates" on the Mortgage Loans.
Original issue discount must generally be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest, in advance of the cash attributable to such income.
Unless indicated otherwise in the applicable Prospectus Supplement, no
prepayment assumption will be assumed for purposes of such accrual. However,
Code Section 1272 provides for a reduction in the amount of original issue
discount includible in the income of a holder of an obligation that acquires
the obligation after its initial issuance at a price greater than the sum of
the original issue price and the previously accrued original issue discount,
less prior payments of principal. Accordingly, if such Mortgage Loans acquired
by a Standard Certificateholder are purchased at a price equal to the then
unpaid principal amount of such Mortgage Loans, no original issue discount
attributable to the difference between the issue price and the original
principal amount of such Mortgage Loans (i.e., points) will be includible by
such holder.
Market Discount. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of
those sections are met. Market discount on the Mortgage Loans will be
determined and will be reported as ordinary income generally in the manner
described above under "Certain Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Market Discount", except that
the ratable accrual methods described therein will not apply and it is unclear
whether a Prepayment Assumption would apply. Rather, the holder will accrue
market discount pro rata over the life of the Mortgage Loans, unless the
constant yield method is elected. Unless indicated otherwise in the applicable
Prospectus Supplement, no prepayment assumption will be assumed for purposes
of such accrual.
Recharacterization of Servicing Fees
If the servicing fee paid to the Master Servicer were deemed to exceed
reasonable servicing compensation, the amount of such excess would represent
neither income nor a deduction to Certificateholders. In this regard, there
are no authoritative guidelines for federal income tax purposes as to either
the maximum amount of servicing compensation that may be considered reasonable
in the context of this or similar transactions or whether, in the case of the
Standard Certificate, the reasonableness of servicing compensation should be
determined on a weighted average or loan-by-loan basis. If a loan-by-loan
basis is appropriate, the likelihood that such amount would exceed reasonable
servicing compensation as to some of the Mortgage Loans would be increased.
Service guidance indicates that a servicing fee in excess of reasonable
compensation ("excess servicing") will cause the Mortgage Loans to be treated
under the "stripped bond" rules. Such guidance provides safe harbors for
servicing deemed to be reasonable and requires taxpayers to demonstrate that
the value of servicing fees in excess of such amounts is not greater than the
value of the services provided.
Accordingly, if the Service's approach is upheld, a servicer who receives a
servicing fee in excess of such amounts would be viewed as retaining an
ownership interest in a portion of the interest payments on the Mortgage
Loans. Under the rules of Code Section 1286, the separation of ownership of
the right to receive some or all of the interest payments on an obligation
from the right to receive some or all of the principal payments on the
obligation would result in treatment of such Mortgage Loans as "stripped
coupons" and "stripped bonds". Subject to the de minimis rule discussed below
under "--Stripped Certificates", each stripped bond or stripped coupon could
be considered for this purpose as a non-interest bearing obligation issued on
the date of issue of the Standard Certificates, and the original issue
discount rules of the Code would apply to the holder thereof. While Standard
Certificateholders
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would still be treated as owners of beneficial interests in a grantor trust
for federal income tax purposes, the corpus of such trust could be viewed as
excluding the portion of the Mortgage Loans the ownership of which is
attributed to the Master Servicer, or as including such portion as a second
class of equitable interest. Applicable Treasury regulations treat such an
arrangement as a fixed investment trust, since the multiple classes of trust
interests should be treated as merely facilitating direct investments in the
trust assets and the existence of multiple classes of ownership interests is
incidental to that purpose. In general, such a recharacterization should not
have any significant effect upon the timing or amount of income reported by a
Standard Certificateholder, except that the income reported by a cash method
holder may be slightly accelerated. See "Stripped Certificates" below for a
further description of the federal income tax treatment of stripped bonds and
stripped coupons.
Sale or Exchange of Standard Certificates
Upon sale or exchange of a Standard Certificate, a Standard
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its aggregate adjusted basis in the
Mortgage Loans and the other assets represented by the Standard Certificate.
In general, the aggregate adjusted basis will equal the Standard
Certificateholder's cost for the Standard Certificate, increased by the amount
of any income previously reported with respect to the Standard Certificate and
decreased by the amount of any losses previously reported with respect to the
Standard Certificate and the amount of any distributions received thereon.
Except as provided above with respect to market discount on any Mortgage
Loans, and except for certain financial institutions subject to the provisions
of Code Section 582(c), any such gain or loss would be capital gain or loss if
the Standard Certificate was held as a capital asset. However, gain on the
sale of a Standard Certificate will be treated as ordinary income (i) if a
Standard Certificate is held as part of a "conversion transaction" as defined
in Code Section 1258(c), up to the amount of interest that would have accrued
on the Standard Certificateholder's net investment in the conversion
transaction at 120% of the appropriate applicable Federal rate in effect at
the time the taxpayer entered into the transaction minus any amount previously
treated as ordinary income with respect to any prior disposition of property
that was held as a part of such transaction or (ii) in the case of a
non-corporate taxpayer, to the extent such taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. Capital gains of certain non-corporate taxpayers are
subject to a lower maximum tax rate than ordinary income of such taxpayers.
The maximum tax rate for corporations is the same with respect to both
ordinary income and capital gains.
STRIPPED CERTIFICATES
General
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership
of the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of this discussion,
Certificates that are subject to those rules will be referred to as "Stripped
Certificates". Stripped Certificates include "Stripped Interest Certificates"
and "Stripped Principal Certificates" (as defined in this Prospectus) as to
which no REMIC election is made.
The Certificates will be subject to those rules if (i) the Depositor or any
of its affiliates retains (for its own account or for purposes of resale), in
the form of fixed retained yield or otherwise, an ownership interest in a
portion of the payments on the Mortgage Loans, (ii) the Master Servicer is
treated as having an ownership interest in the Mortgage Loans to the extent it
is paid (or retains) servicing compensation in an amount greater than
reasonable consideration for servicing the Mortgage Loans (see "Standard
Certificates--Recharacterization of Servicing Fees" above) and (iii)
Certificates are issued in two or more classes or subclasses representing the
right to non-pro-rata percentages of the interest and principal payments on
the Mortgage Loans.
In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of the
principal payments on each Mortgage Loan and/or "stripped
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coupons" with respect to its pro rata share of all or a portion of the
interest payments on each Mortgage Loan, including the Stripped Certificate's
allocable share of the servicing fees paid to the Master Servicer, to the
extent that such fees represent reasonable compensation for services rendered.
See discussion above under "Standard Certificates--Recharacterization of
Servicing Fees". Although not free from doubt, for purposes of reporting to
Stripped Certificateholders, the servicing fees will be allocated to the
Stripped Certificates in proportion to the respective entitlements to
distributions of each class (or subclass) of Stripped Certificates for the
related period or periods. The holder of a Stripped Certificate generally will
be entitled to a deduction each year in respect of the servicing fees, as
described above under "Standard Certificates--General", subject to the
limitation described therein.
Code Section 1286 treats a stripped bond or a stripped coupon as an
obligation issued at an original issue discount on the date that such stripped
interest is purchased. Although the treatment of Stripped Certificates for
federal income tax purposes is not clear in certain respects at this time,
particularly where such Stripped Certificates are issued with respect to a
Mortgage Pool containing variable-rate Mortgage Loans, the Depositor has been
advised by counsel that (i) the Trust Fund will be treated as a grantor trust
under subpart E, Part 1 of subchapter J of the Code and not as an association
taxable as a corporation or a "taxable mortgage pool" within the meaning of
Code Section 7701(i), and (ii) each Stripped Certificate should be treated as
a single installment obligation for purposes of calculating original issue
discount and gain or loss on disposition. This treatment is based on the
interrelationship of Code Section 1286, Code Sections 1272 through 1275, and
the OID Regulations. While under Code Section 1286 computations with respect
to Stripped Certificates arguably should be made in one of the ways described
below under "Taxation of Stripped Certificates--Possible Alternative
Characterizations," the OID Regulations state, in general, that two or more
debt instruments issued by a single issuer to a single investor in a single
transaction should be treated as a single debt instrument for original issue
discount purposes. The Pooling Agreement requires that the Trustee make and
report all computations described below using this aggregate approach, unless
substantial legal authority requires otherwise.
Furthermore, Treasury regulations issued December 28, 1992 provide for the
treatment of a Stripped Certificate as a single debt instrument issued on the
date it is purchased for purposes of calculating any original issue discount.
In addition, under these regulations, a Stripped Certificate that represents a
right to payments of both interest and principal may be viewed either as
issued with original issue discount or market discount (as described below),
at a de minimis original issue discount, or, presumably, at a premium. This
treatment suggests that the interest component of such a Stripped Certificate
would be treated as qualified stated interest under the OID Regulations.
Further, these final regulations provide that the purchaser of such a Stripped
Certificate will be required to account for any discount as market discount
rather than original issue discount if either (i) the initial discount with
respect to the Stripped Certificate was treated as zero under the de minimis
rule, or (ii) no more than 100 basis points in excess of reasonable servicing
is stripped off the related Mortgage Loans. Any such market discount would be
reportable as described under "Certain Federal Income Tax Consequences for
REMIC Certificates--Taxation of Regular Certificates--Market Discount,"
without regard to the de minimis rule therein, assuming that a prepayment
assumption is employed in such computation.
Status of Stripped Certificates
No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as
that of the Mortgage Loans. Although the issue is not free from doubt, counsel
has advised the Depositor that Stripped Certificates owned by applicable
holders should be considered to represent "real estate assets" within the
meaning of Code Section 856(c)(5)(A), "obligation[s] principally secured by an
interest in real property" within the meaning of Code Section 860G(a)(3)(A),
and "loans . . . secured by an interest in real property which is . . .
residential real property" within the meaning of Code Section
7701(a)(19)(C)(v), and interest (including original issue discount) income
attributable to Stripped Certificates should be considered to represent
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), provided that in each case the Mortgage
Loans and interest on such Mortgage Loans qualify for such treatment.
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Taxation of Stripped Certificates
Original Issue Discount. Except as described above under "General", each
Stripped Certificate will be considered to have been issued at an original
issue discount for federal income tax purposes. Original issue discount with
respect to a Stripped Certificate must be included in ordinary income as it
accrues, in accordance with a constant interest method that takes into account
the compounding of interest, which may be prior to the receipt of the cash
attributable to such income. Based in part on the OID Regulations and the
amendments to the original issue discount sections of the Code made by the
1986 Act, the amount of original issue discount required to be included in the
income of a holder of a Stripped Certificate (referred to in this discussion
as a "Stripped Certificateholder") in any taxable year likely will be computed
generally as described above under "Certain Federal Income Tax Consequences
for REMIC Certificates--Taxation of Regular Certificates--Original Issue
Discount" and "--Variable Rate Regular Certificates". However, with the
apparent exception of a Stripped Certificate issued with de minimis original
issue discount as described above under "General", the issue price of a
Stripped Certificate will be the purchase price paid by each holder thereof,
and the stated redemption price at maturity will include the aggregate amount
of the payments to be made on the Stripped Certificate to such Stripped
Certificateholder, presumably under the Prepayment Assumption.
If the Mortgage Loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the
amount of such original issue discount will be either increased or decreased
depending on the relative interests in principal and interest on each Mortgage
Loan represented by such Stripped Certificateholder's Stripped Certificate.
While the matter is not free from doubt, the holder of a Stripped Certificate
should be entitled in the year that it becomes certain (assuming no further
prepayments) that the holder will not recover a portion of its adjusted basis
in such Stripped Certificate to recognize an ordinary loss equal to such
portion of unrecoverable basis.
As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be
made if the Mortgage Loans are prepaid could lead to the interpretation that
such interest payments are "contingent" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of
contingent interest, are by their terms not applicable to prepayable
securities such as the Stripped Certificates. However, if final regulations
dealing with contingent interest with respect to the Stripped Certificates
apply the same principles as the OID Regulations, such regulations may lead to
different timing of income inclusion that would be the case under the OID
Regulations. Furthermore, application of such principles could lead to the
characterization of gain on the sale of contingent interest Stripped
Certificates as ordinary income. Investors should consult their tax advisors
regarding the appropriate tax treatment of Stripped Certificates.
Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in such Stripped Certificate, as described
above under "Certain Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Sale or Exchange of Regular
Certificates". To the extent that a subsequent purchaser's purchase price is
exceeded by the remaining payments on the Stripped Certificates, such
subsequent purchaser will be required for federal income tax purposes to
accrue and report such excess as if it were original issue discount in the
manner described above. It is not clear for this purpose whether the assumed
prepayment rate that is to be used in the case of a Stripped Certificateholder
other than an original Stripped Certificateholder should be the Prepayment
Assumption or a new rate based on the circumstances at the date of subsequent
purchase.
Purchase of More Than One Class of Stripped Certificates. Where an investor
purchases more than one class of Stripped Certificates, it is currently
unclear whether for federal income tax purposes such classes of Stripped
Certificates should be treated separately or aggregated for purposes of the
rules described above.
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Possible Alternative Characterizations. The characterizations of the
Stripped Certificates discussed above are not the only possible
interpretations of the applicable Code provisions. For example, the Stripped
Certificateholder may be treated as the owner of (i) one installment
obligation consisting of such Stripped Certificate's pro rata share of the
payments attributable to principal on each Mortgage Loan and a second
installment obligation consisting of such Stripped Certificate's pro rata
share of the payments attributable to interest on each Mortgage Loan, (ii) as
many stripped bonds or stripped coupons as there are scheduled payments of
principal and/or interest on each Mortgage Loan or (iii) a separate
installment obligation for each Mortgage Loan, representing the Stripped
Certificate's pro rata share of payments of principal and/or interest to be
made with respect thereto. Alternatively, the holder of one or more classes of
Stripped Certificates may be treated as the owner of a pro rata fractional
undivided interest in each Mortgage Loan to the extent that such Stripped
Certificate, or classes of Stripped Certificates in the aggregate, represent
the same pro rata portion of principal and interest on each such Mortgage
Loan, and a stripped bond or stripped coupon (as the case may be), treated as
an installment obligation or contingent payment obligation, as to the
remainder. Final regulations issued on December 28, 1992 regarding original
issue discount on stripped obligations make the foregoing interpretations less
likely to be applicable. The preamble to those regulations states that they
are premised on the assumption that an aggregation approach is appropriate for
determining whether original issue discount on a stripped bond or stripped
coupon is de minimis, and solicits comments on appropriate rules for
aggregating stripped bonds and stripped coupons under Code Section 1286.
Because of these possible varying characterizations of Stripped
Certificates and the resultant differing treatment of income recognition,
Stripped Certificateholders are urged to consult their own tax advisors
regarding the proper treatment of Stripped Certificates for federal income tax
purposes.
REPORTING REQUIREMENTS AND BACKUP WITHHOLDING
The Trustee will furnish, within a reasonable time after the end of each
calendar year, to each Standard Certificateholder or Stripped
Certificateholder at any time during such year, such information (prepared on
the basis described above) as the Trustee deems to be necessary or desirable
to enable such Certificateholders to prepare their federal income tax returns.
Such information will include the amount of original issue discount accrued on
Certificates held by persons other than Certificateholders exempted from the
reporting requirements. The amounts required to be reported by the Trustee may
not be equal to the proper amount of original issue discount required to be
reported as taxable income by a Certificateholder, other than an original
Certificateholder that purchased at the issue price. In particular, in the
case of Stripped Certificates, unless provided otherwise in the applicable
Prospectus Supplement, such reporting will be based upon a representative
initial offering price of each class of Stripped Certificates. The Trustee
will also file such original issue discount information with the Service. If a
Certificateholder fails to supply an accurate taxpayer identification number
or if the Secretary of the Treasury determines that a Certificateholder has
not reported all interest and dividend income required to be shown on his
federal income tax return, 31% backup withholding may be required in respect
of any reportable payments, as described above under "Certain Federal Income
Tax Consequences for REMIC Certificates--Backup Withholding".
TAXATION OF CERTAIN FOREIGN INVESTORS
To the extent that a Certificate evidences ownership in Mortgage Loans that
are issued on or before July 18, 1984, interest or original issue discount
paid by the person required to withhold tax under Code Section 1441 or 1442 to
nonresident aliens, foreign corporations, or other Non-U.S. Persons generally
will be subject to 30% United States withholding tax, or such lower rate as
may be provided for interest by an applicable tax treaty. Accrued original
issue discount recognized by the Standard Certificateholder or Stripped
Certificateholder on original issue discount recognized by the Standard
Certificateholder or Stripped Certificateholders on the sale or exchange of
such a Certificate also will be subject to federal income tax at the same
rate.
Treasury regulations provide that interest or original issue discount paid
by the Trustee or other withholding agent to a Non-U.S. Person evidencing
ownership interest in Mortgage Loans issued after
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July 18, 1984 will be "portfolio interest" and will be treated in the manner,
and such persons will be subject to the same certification requirements,
described above under "Certain Federal Income Tax Consequences for REMIC
Certificates--Taxation of Certain Foreign Investors--Regular Certificates".
STATE AND OTHER TAX CONSIDERATIONS
In addition to the federal income tax consequences described in "Certain
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 tax laws of any state or other
jurisdiction. Therefore, prospective investors should consult their own tax
advisors with respect to the various tax consequences of investments in the
Offered Certificates.
ERISA CONSIDERATIONS
GENERAL
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and the Code impose certain requirements on employee benefit plans, and on
certain other retirement plans and arrangements, including individual
retirement accounts and annuities, Keogh plans, collective investment funds,
insurance company and separate accounts and some 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 (all of which are hereinafter referred to as "Plans"), and on
persons who are fiduciaries with respect to Plans, in connection with the
investment of Plan assets. Certain employee benefit plans, such as
governmental plans (as defined in ERISA Section 3(32)), and, if no election
has been made under Section 410(d) of the Code, church plans (as defined in
Section 3(33) of ERISA) are not subject to ERISA requirements. Accordingly,
assets of 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 certain general fiduciary
requirements, including those of investment prudence and diversification and
the requirement that a Plan's investments be made in accordance with the
documents governing the Plan. In addition, ERISA and the Code prohibit a broad
range of transactions involving assets of a Plan and persons ("Parties in
Interest") who have certain specified relationships to the Plan, unless a
statutory or administrative exemption is available. Certain Parties in
Interest that participate in a prohibited transaction may be subject to an
excise tax imposed pursuant to Section 4975 of the Code, unless a statutory or
administrative exemption is available. These prohibited transactions generally
are set forth in Section 406 of ERISA and Section 4975 of the Code. Special
caution should be exercised before the assets of a Plan are used to purchase a
Certificate if, with respect to such assets, the Depositor, the Master
Servicer or the Trustee or an affiliate thereof, either: (a) has investment
discretion with respect to the investment of such assets of such Plan; or (b)
has authority or responsibility to give, or regularly gives investment advice
with respect to such assets for a fee and pursuant to an agreement or
understanding that such advice will serve as a primary basis for investment
decisions with respect to such assets and that such advice will be based on
the particular investment needs of the Plan.
Before purchasing any Offered Certificates, a Plan fiduciary should consult
with its counsel and determine whether there exists any prohibition to such
purchase under the requirements of ERISA, whether any prohibited transaction
class-exemption or any individual administrative prohibited transaction
exemption (as described below) applies, including whether the appropriate
conditions set forth therein would be met, or whether any statutory prohibited
transaction exemption is applicable, and further should consult the applicable
Prospectus Supplement relating to such Series of Certificates.
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PLAN ASSET REGULATIONS
A Plan's investment in Certificates may cause the Trust Assets to be deemed
Plan assets. Section 2510.3-101 of the regulations of the United States
Department of Labor ("DOL") provides that when a Plan acquires an equity
interest in an entity, the Plan's assets include both such equity interest and
an undivided interest in each of the underlying assets of the entity, unless
certain exceptions not applicable to this discussion apply, or unless the
equity participation in the entity by "benefit plan investors" (that is, Plans
and certain employee benefit plans not subject to ERISA) is not "significant".
For this purpose, in general, equity participation in a Trust Fund will be
"significant" on any date if, immediately after the most recent acquisition of
any Certificate, 25% or more of any class of Certificates is held by benefit
plan investors.
Any person who has discretionary authority or control respecting the
management or disposition of Plan assets, and any person who provides
investment advice with respect to such assets for a fee, is a fiduciary of the
investing Plan. If the Trust Assets constitute Plan assets, then any party
exercising management or discretionary control regarding those assets, such as
a Master Servicer, a Special Servicer or any Sub-Servicer, may be deemed to be
a Plan "fiduciary" with respect to the investing Plan, and thus subject to the
fiduciary responsibility provisions and prohibited transaction provisions of
ERISA and the Code. In addition, if the Trust Assets constitute Plan assets,
the purchase of Certificates by a Plan, as well as the operation of the Trust
Fund, may constitute or involve a prohibited transaction under ERISA and the
Code.
ADMINISTRATIVE EXEMPTIONS
Several underwriters of mortgage-backed securities have applied for and
obtained individual administrative ERISA prohibited transaction exemptions
which can only apply to the purchase and holding of mortgage-backed securities
which, among other conditions, are sold in an offering with respect to which
such underwriter serves as the sole or a managing underwriter, or as a selling
or placement agent. If such an exemption might be applicable to a Series of
Certificates, the related Prospectus Supplement will refer to such
possibility, as well as provide a summary of the conditions to the
applicability.
UNRELATED BUSINESS TAXABLE INCOME; RESIDUAL CERTIFICATES
The purchase of a Residual Certificate by any employee benefit plan
qualified under Code Section 401(a) and exempt from taxation under Code
Section 501(a), including most varieties of ERISA Plans, may give rise to
"unrelated business taxable income" as described in Code Sections 511-515 and
860E. Further, prior to the purchase of Residual Certificates, a prospective
transferee may be required to provide an affidavit to a transferor that it is
not, nor is it purchasing a Residual Certificate on behalf of, a "Disqualified
Organization," which term as defined above includes certain tax-exempt
entities not subject to Code Section 511 including certain governmental plans,
as discussed above under the caption "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Residual Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates--Disqualified Organizations."
Due to the complexity of these rules and the penalties imposed upon persons
involved in prohibited transactions, it is particularly important that
potential investors who are Plan fiduciaries consult with their counsel
regarding the consequences under ERISA of their acquisition and ownership of
Certificates.
The sale of Certificates to an employee benefit plan is in no respect a
representation by the Depositor or the Underwriter that this investment meets
all relevant legal requirements with respect to investments by plans generally
or by any particular plan, or that this investment is appropriate for plans
generally or for any particular plan.
LEGAL INVESTMENT
The Offered Certificates will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA")
only if so specified in the related Prospectus
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Supplement. Accordingly, investors whose investment authority is subject to
legal restrictions should consult their own legal advisors to determine
whether and to what extent the Offered Certificates constitute legal
investments for them.
Generally, only classes of Offered Certificates that (i) are rated in one
of the two highest rating categories by one or more Rating Agencies and (ii)
are part of a series evidencing interests in a Trust Fund consisting of loans
secured by a single parcel of real estate upon which is located a dwelling or
mixed residential and commercial structure, such as certain Multifamily Loans,
and originated by types of Originators specified in SMMEA, will be "mortgage
related securities" for purposes of SMMEA. As "mortgage related securities,"
such classes will constitute legal investments for persons, trusts,
corporations, partnerships, associations, business trusts and business
entities (including depository institutions, insurance companies and pension
funds) created pursuant to or existing under the laws of the United States or
of any state (including the District of Columbia and Puerto Rico) whose
authorized investments are subject to state regulation) to the same extent
that, under applicable law, obligations issued by or guaranteed as to
principal and interest by the United States or any agency or instrumentality
thereof constitute legal investments for such entities. Under SMMEA, a number
of states enacted legislation on or prior to the October 3, 1991 cut-off for
such enactments limiting the ability of certain entities (in particular,
insurance companies) to invest in "mortgage related securities," in most cases
by requiring the affected investors to rely solely upon existing state law,
and not SMMEA. Accordingly, the investors affected by such legislation will be
authorized to invest in Offered Certificates qualifying as "mortgage related
securities" only to the extent provided in such legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in such securities, and
national banks may purchase such securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to such
regulations as the applicable federal regulatory authority may prescribe. In
this connection, federal credit unions should review NCUA Letter to Credit
Unions No. 96, as modified by Letter to Credit Unions No. 108, which includes
guidelines to assist federal credit unions in making investment decisions for
mortgage related securities. The NCUA has adopted rules, codified as 12 C.F.R.
Section 703.5(f)-(k), which prohibit federal credit unions from investing in
certain mortgage related securities (including securities such as certain
classes of the Offered Certificates), except under limited circumstances.
All depository institutions considering an investment in the Offered
Certificates should review the "Supervisory Policy Statement on Securities
Activities" dated January 28, 1992, as revised April 15, 1994 (the "Policy
Statement") of the Federal Financial Institutions Examination Council. The
Policy Statement, which has been adopted by the Federal Reserve Board, the
Office of the Comptroller of the Currency, the FDIC and the OTS, and by the
NCUA (with certain modifications), prohibits depository institutions from
investing in certain "high-risk mortgage securities" (including securities
such as certain classes of the Offered Certificates), except under limited
circumstances, and sets forth certain investment practices deemed to be
unsuitable for regulated institutions.
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 class of
the Offered Certificates, as certain classes may be deemed unsuitable
investments, or may otherwise be restricted, under such rules, policies or
guidelines (in certain instances irrespective of SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not
limited to, "prudent investor" provisions, percentage-of-assets limits,
provisions which may restrict or prohibit investment in securities which are
not "interest bearing" or "income paying," and, with regard to any class of
the Offered Certificates issued in book-entry form, provisions which may
restrict or prohibit investments in securities which are issued in book-entry
form.
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Except as to the status of certain classes of Offered Certificates as
"mortgage related securities," no representations are made as to the proper
characterization of any class of Offered Certificates for legal investment
purposes, financial institution regulatory purposes, or other purposes, or as
to the ability of particular investors to purchase any class of Offered
Certificates under applicable legal investment restrictions. These
uncertainties (and any unfavorable future determinations concerning legal
investment or financial institution regulatory characteristics of the Offered
Certificates) may adversely affect the liquidity of any class of Offered
Certificates.
Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Offered Certificates of any class
constitute legal investments or are subject to investment, capital or other
restrictions.
METHOD OF DISTRIBUTION
The Offered Certificates offered hereby and by Prospectus Supplements
hereto will be offered in series through one or more of the methods described
below. The Prospectus Supplement prepared for each series will describe the
method of offering being utilized for that series and will state the net
proceeds to the Depositor from such sale.
The Depositor intends that Offered Certificates will be offered through the
following methods from time to time and that offerings may be made
concurrently through more than one of these methods or that an offering of a
particular series of Certificates may be made through a combination of two or
more of these methods. Such methods are as follows:
1. by negotiated firm commitment underwriting and public offering by one
or more underwriters specified in the related Prospectus Supplement;
2. by placements through one or more placement agents specified in the
related Prospectus Supplement primarily with institutional investors and
dealers; and
3. through direct offerings by the Depositor.
If underwriters are used in a sale of any Offered Certificates (other than
in connection with an underwriting on a best efforts basis), such Certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment therefor. Such
underwriters may be broker-dealers affiliated with the Depositor whose
identities and relationships to the Depositor will be as set forth in the
related Prospectus Supplement. The managing underwriter or underwriters with
respect to the offer and sale of a particular series of Certificates will be
set forth in the cover of the Prospectus Supplement relating to such series
and the members of the underwriting syndicate, if any, will be named in such
Prospectus Supplement.
In connection with the sale of the Offered Certificates, underwriters may
receive compensation from the Depositor or from purchasers of the Offered
Certificates in the form of discounts, concessions or commissions.
Underwriters and dealers participating in the distribution of the Offered
Certificates may be deemed to be underwriters in connection with such Offered
Certificates, and any discounts or commissions received by them from the
Depositor and any profit on the resale of Offered Certificates by them may be
deemed to be underwriting discounts and commissions under the Securities Act
of 1933, as amended (the "Securities Act").
It is anticipated that the underwriting agreement pertaining to the sale of
any series of Certificates will provide that the obligations of the
underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all Offered Certificates if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that the Depositor will indemnify the several underwriters, and
each person, if any, who controls any such underwriter within the meaning of
Section 15 of the Securities Act, against certain civil liabilities, including
liabilities under the Securities Act, or will contribute to payments required
to be made in respect thereof.
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The Prospectus Supplement with respect to any series offered by placements
through dealers 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 anticipates that the Offered Certificates offered hereby 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 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.
If and to the extent required by applicable law or regulation, this
Prospectus will be used by Chase Securities Inc., an affiliate of the
Depositor, in connection with offers and sales related to market-making
transactions in the Offered Certificates previously offered hereunder in
transactions in which Chase Securities Inc. acts as principal. Chase
Securities Inc. may also act as agent in such transactions. Sales may be made
at negotiated prices determined at the time of sale.
LEGAL MATTERS
Unless otherwise specified in the related Prospectus Supplement, certain
legal matters in connection with the Certificates of each series, including
certain federal income tax consequences, will be passed upon for the Depositor
by Cadwalader, Wickersham & Taft, New York, New York.
FINANCIAL INFORMATION
A new Trust Fund will be formed with respect to each series of
Certificates, and no Trust Fund will engage in any business activities or have
any assets or obligations prior to the issuance of the related series of
Certificates. Accordingly, no financial statements with respect to any Trust
Fund will be included in this Prospectus or in the related Prospectus
Supplement.
RATING
It is a condition to the issuance of any class of Offered Certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by at least one Rating Agency.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders thereof of all collections on the underlying mortgage
assets to which such holders are entitled. These ratings address the
structural, legal and issuer-related aspects associated with such
certificates, the nature of the underlying mortgage assets and the credit
quality of the guarantor, if any. Ratings on mortgage pass-through
certificates do not represent any assessment of the likelihood of principal
prepayments by borrowers or of the degree by which 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.
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INDEX OF PRINCIPAL DEFINITIONS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1986 Act ....................... 72 Insurance and Condemnation
Accrual Certificates ........... 13, 37 Proceeds ....................... 47
Accrued Certificate Interest .. 37 L/C Bank ........................ 59
ARM Loans ...................... 27 Liquidation Proceeds ............ 47
Available Distribution Amount . 36 Loan-to-Value Ratio ............. 25
Book-Entry Certificates ........ 15, 36 Lock-out Date ................... 26
call risk ...................... 18, 33 Lock-out Period ................. 26
Cash Flow Agreement ............ 1, 11, 28 Master Servicer ................. 3, 9
CERCLA ......................... 22, 66 MBS ............................. 1, 10, 24
Certificate .................... 9, 44 MBS Agreement ................... 27
Certificate Account ............ 11, 28, 46 MBS Issuer ...................... 27
Certificate Balance ............ 3, 12 MBS Servicer .................... 27
Certificate Owner .............. 15, 42 MBS Trustee ..................... 27
Certificateholders ............. 2 Mortgage ........................ 24
Certificates ................... 1 Mortgage Asset Pool ............. 1
Code ........................... 15, 70 Mortgage Asset Seller ........... 24
Commercial Properties .......... 10, 24 Mortgage Assets ................. 1, 24
Commission ..................... 3 Mortgage Loans .................. 1, 9, 24
Companion Class ................ 14, 38 Mortgage Notes .................. 24
Controlled Amortization Class . 14, 38 Mortgage Rate ................... 10, 26
Cooperatives ................... 24 Mortgaged Properties ............ 24
CPR ............................ 31 Multifamily Properties .......... 9, 24
Credit Support ................. 1, 11, 28 Net Leases ...................... 25
Cut-off Date ................... 14 Nonrecoverable Advance .......... 39
Debt Service Coverage Ratio ... 25 Non-U.S. Person ................. 88
Definitive Certificates ........ 15, 36 Notional Amount ................. 12, 37
Depositor ...................... 9, 24 Offered Certificates ............ 1
Determination Date ............. 29, 36 OID Regulations ................. 73
Direct Participants ............ 42 Originator ...................... 24
Disqualified Organization ..... 83 PAC ............................. 32
Distribution Date .............. 13 Participants .................... 23, 42
Distribution Date Statement ... 40 Parties in Interest ............. 96
DOL ............................ 96 Pass-Through Entity ............. 83
DTC ............................ 3, 15, 36, 42 Pass-Through Rate ............... 3, 12
Due Dates ...................... 26 Permitted Investments ........... 47
Due Period ..................... 29 Plans ........................... 96
EPA ............................ 67 Policy Statement ................ 98
Equity Participation ........... 26 Pooling Agreement ............... 12, 43
ERISA .......................... 15, 96 Prepayment Assumption ........... 74
Events of Default .............. 54 Prepayment Interest Shortfall .. 29
Excess Funds ................... 34 Prepayment Period ............... 40
Exchange Act ................... 4 Prepayment Premium .............. 26
extension risk ................. 18, 33 Proposed OID Regulations ........ 73
FAMC ........................... 10 Prospectus Supplement ........... 1
FHLMC .......................... 10 PRPs ............................ 66
FNMA ........................... 10 Rating Agency ................... 16
Garn Act ....................... 68 Record Date ..................... 36
GNMA ........................... 10 Regular Certificateholder ...... 73
Indirect Participants .......... 42 Regular Certificates ............ 70
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Related Proceeds ................ 39
Relief Act ...................... 69
REMIC ........................... 2, 15
REMIC Certificates .............. 70
REMIC Pool ...................... 70
REMIC Regulations ............... 70
REO Property .................... 46
Residual Certificateholders .... 79
Residual Certificates ........... 70
Securities Act .................. 99
Senior Certificates ............. 12
Service ......................... 72
Servicing Standard .............. 46
SMMEA ........................... 97
SPA ............................. 31
Special Servicer ................ 3, 9, 46
Standard Certificateholder ..... 89
Standard Certificates ........... 89
Startup Day ..................... 71
Stripped Certificateholder ..... 93
Stripped Certificates ........... 92
Stripped Interest Certificates . 12
Stripped Principal Certificates 12
Subordinate Certificates ........ 12
Sub-Servicer .................... 46
Sub-Servicing Agreement ......... 46
TAC ............................. 32
Title V ......................... 68
Treasury ........................ 70
Trust Assets .................... 3
Trust Fund ...................... 1
Trustee ......................... 3, 9
UCC ............................. 61
Value ........................... 25
Voting Rights ................... 41
Warranting Party ................ 45
</TABLE>
102
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
DEPOSITOR OR BY THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PROSPECTUS SUPPLEMENT
Summary of Prospectus Supplement ........... S-9
Risk Factors ............................... S-24
Description of the Mortgage Pool ........... S-28
Description of the Certificates ............ S-48
Servicing of the Mortgage Loans ............ S-64
Yield and Maturity Considerations .......... S-77
Certain Federal Income Tax Consequences ... S-84
Method of Distribution ..................... S-85
Legal Matters .............................. S-86
Rating ..................................... S-86
Legal Investment ........................... S-87
ERISA Considerations ....................... S-87
Index of Principal Definitions ............. S-90
PROSPECTUS
Prospectus Supplement ...................... 3
Available Information ...................... 3
Incorporation of Certain Information by
Reference ................................. 4
Summary of Prospectus ...................... 9
Risk Factors ............................... 17
Description of the Trust Funds ............. 24
Yield and Maturity Considerations .......... 29
The Depositor .............................. 35
Use of Proceeds ............................ 35
Description of the Certificates ............ 36
Description of the Pooling Agreements ..... 43
Description of Credit Support .............. 58
Certain Legal Aspects of Mortgage Loans ... 60
Certain Federal Income Tax Consequences ... 70
State and Other Tax Considerations ........ 96
ERISA Considerations ....................... 96
Legal Investment ........................... 97
Method of Distribution ..................... 99
Legal Matters .............................. 100
Financial Information ...................... 100
Rating ..................................... 100
Index of Principal Definitions ............. 101
</TABLE>
UNTIL MARCH 3, 1997, ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT
RELATES. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS
TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS UNDER WRITERS
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
<PAGE>
$233,139,205
(APPROXIMATE)
CHASE COMMERCIAL
MORTGAGE SECURITIES
CORP.
COMMERCIAL
MORTGAGE PASS-THROUGH
CERTIFICATES,
SERIES 1996-2
[CHASE LOGO]
- -----------------------------------------------------------------------------
CLASS A-1 CERTIFICATES $ 53,977,671
CLASS A-2 CERTIFICATES $128,080,472
CLASS X CERTIFICATES $261,954,164
CLASS B CERTIFICATES $ 17,027,021
CLASS C CERTIFICATES $ 15,717,250
CLASS D CERTIFICATES $ 13,097,708
CLASS E CERTIFICATES $ 5,239,083
PROSPECTUS SUPPLEMENT
- -----------------------------------------------------------------------------
CHASE SECURITIES INC.
PAINEWEBBER INCORPORATED
December 2, 1996
