SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 1996
Chase Commercial Mortgage Securities Corp.
(Issuer in respect of Commercial Mortgage
Pass-Through Certificates, Series 1996-1)
(Exact name of registrant as
specified in its charter)
New York 333-05271 13-3728743
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
380 Madison Avenue, New York, New York 10017-2951
(Address of principal executive offices) (Zip Code)
Exhibit Index is on Page 5
Page 1 of __ Pages
<PAGE>
Item 5. Other Events.
Attached as Exhibit 4 is the Pooling and Servicing Agreement (as defined
below) for Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 1996-1. On July 30, 1996, Chase Commercial
Mortgage Securities Corp. (the "Company") caused the issuance, pursuant to a
Pooling and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and
Servicing Agreement"), by and among the Company, as depositor, LaSalle National
Bank, as trustee, The Chase Manhattan Bank, as servicer, Lennar Partners, Inc.,
as special servicer, and ABN AMRO Bank N.V., as fiscal agent, of Chase
Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 1996-1 (the "Certificates"), issued in twelve classes. The
Class A-1, Class A-2, Class P, Class X, Class B, Class C, Class D and Class E
Certificates, with an aggregate scheduled principal balance as of July 1, 1996
of $389,980,250, were sold to Chase Securities Inc., Bear, Stearns & Co., Inc.
and PaineWebber Incorporated (collectively, the "Underwriters"), pursuant to an
Underwriting Agreement dated as of June 28, 1996, by and among the Company and
the Underwriters.
Capitalized terms used herein and not defined herein have the same meanings
ascribed to such terms in the Pooling and Servicing Agreement.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 4 Pooling and Servicing Agreement
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August __, 1996
CHASE COMMERCIAL MORTGAGE
SECURITIES CORPORATION
By: /s/ Jacqueline R. Slater
Name: Jacqueline R. Slater
Title: President
<PAGE>
INDEX TO EXHIBITS
Item 601(a)of
Regulation S-K
Exhibit No. Description Page
- ----------- ----------- ----
4 Pooling and Servicing Agreement 6
================================================================================
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
THE CHASE MANHATTAN BANK,
Servicer
LENNAR PARTNERS, INC.
Special Servicer
LASALLE NATIONAL BANK,
Trustee
and
ABN AMRO BANK N.V.,
Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 1996
$443,159,377
Commercial Mortgage Pass-Through Certificates
Series 1996-1
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
SECTION 1.01. Defined Terms
SECTION 1.02. Certain Calculations
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans
SECTION 2.02. Acceptance by Trustee
SECTION 2.03. Representations, Warranties and Covenants of the Depositor;
Mortgage Loan Seller's Repurchase of Mortgage Loans for Defects
in Mortgage Files and Breaches of Representations and Warranties
SECTION 2.04. Execution of Certificates
ARTICLE III ADMINISTRATION AND SERVICING
OF THE TRUST FUND
SECTION 3.01. Servicer to Act as Servicer; Special Servicer to Act as Special
Servicer; Administration of the Mortgage Loans
SECTION 3.02. Collection of Mortgage Loan Payments
SECTION 3.03. Collection of Taxes, Assessments and Similar Items; Servicing
Accounts
SECTION 3.04. The Certificate Account and the Distribution Account
SECTION 3.05. Permitted Withdrawals From the Certificate Account and the
Distribution Account
SECTION 3.06. Investment of Funds in the Certificate Account, the Distribution
Account and the REO Account
SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage
SECTION 3.08. Enforcement of Due-On-Sale Clauses; Assumption Agreements
SECTION 3.09. Realization Upon Defaulted Mortgage Loans
SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files
SECTION 3.11. Servicing Compensation
SECTION 3.12. Inspections; Collection of Financial Statements
SECTION 3.13. Annual Statement as to Compliance
SECTION 3.14. Reports by Independent Public Accountants
SECTION 3.15. Access to Certain Information
SECTION 3.16. Title to REO Property; REO Account
SECTION 3.17. Management of REO Property
SECTION 3.18. Sale of Defaulted Mortgage Loans and REO Properties
SECTION 3.19. [Intentionally Omitted]
SECTION 3.20. Modifications, Waivers, Amendments and Consents
SECTION 3.21. Transfer of Servicing Between Servicer and Special Servicer;
Record Keeping; Asset Status Report
SECTION 3.22. Sub-Servicing Agreements
SECTION 3.23. Representations and Warranties of the Servicer
SECTION 3.24. Representations and Warranties of the Special Servicer
SECTION 3.25. Duties of the Extension Adviser
SECTION 3.26. Extension Adviser; Elections
SECTION 3.27. Limitation on Liability of Extension Adviser
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions
SECTION 4.02. Statements to Certificateholders; Collection Reports
SECTION 4.03. P&I Advances
SECTION 4.04. Allocation of Collateral Support Deficit
SECTION 4.05. Appraisal Reductions
SECTION 4.06. Certificate Deferred Interest
ARTICLE V THE CERTIFICATES
SECTION 5.01. The Certificates
SECTION 5.02. Registration of Transfer and Exchange of Certificates
SECTION 5.03. Book-Entry Certificates
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates
SECTION 5.05. Persons Deemed Owners
SECTION 5.06. Appointment of Paying Agent
ARTICLE VI THE DEPOSITOR, THE SERVICER
AND THE SPECIAL SERVICER
SECTION 6.01. Liability of the Depositor, the Servicer and the Special Servicer
SECTION 6.02. Merger, Consolidation or Conversion of the Depositor, the
Servicer or the Special Servicer
SECTION 6.03. Limitation on Liability of the Depositor, the Servicer, the
Special Servicer and Others
SECTION 6.04. Depositor, Servicer and Special Servicer Not to Resign
SECTION 6.05. Rights of the Depositor in Respect of the Servicer and the
Special Servicer
ARTICLE VII DEFAULT
SECTION 7.01. Events of Default; Servicer and Special Servicer Termination
SECTION 7.02. Trustee to Act; Appointment of Successor
SECTION 7.03. Notification to Certificateholders
SECTION 7.04. Waiver of Events of Default
SECTION 7.05. Trustee and Fiscal Agent as Makers of Advances
ARTICLE VIII CONCERNING THE TRUSTEE AND FISCAL AGENT
SECTION 8.01. Duties of Trustee
SECTION 8.02. Certain Matters Affecting the Trustee
SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or Sufficiency
of Certificates or Mortgage Loans
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of Trustee and
Fiscal Agent
SECTION 8.06. Eligibility Requirements for Trustee
SECTION 8.07. Resignation and Removal of the Trustee and the Fiscal Agent
SECTION 8.08. Successor Trustee and Fiscal Agent
SECTION 8.09. Merger or Consolidation of Trustee or Fiscal Agent
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee
SECTION 8.11. Appointment of Custodians
SECTION 8.12. Access to Certain Information
SECTION 8.13. Representations and Warranties of the Trustee and the Fiscal
Agent
ARTICLE IX TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage Loans
SECTION 9.02. Additional Termination Requirements
ARTICLE X ADDITIONAL REMIC PROVISIONS
SECTION 10.01. REMIC Administration
SECTION 10.02. Depositor, Special Servicer, Paying Agent and Trustee to
Cooperate with Servicer
SECTION 10.03. Use of Agents
ARTICLE XI MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment
SECTION 11.02. Recordation of Agreement; Counterparts
SECTION 11.03. Limitation on Rights of Certificateholders
SECTION 11.04. Governing Law
SECTION 11.05. Notices
SECTION 11.06. Severability of Provisions
SECTION 11.07. Grant of a Security Interest
SECTION 11.08. Successors and Assigns; Beneficiaries
SECTION 11.09. Article and Section Headings
SECTION 11.10. Notices to the Rating Agencies
<PAGE>
EXHIBITS
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class P Certificate
Exhibit A-4 Form of Class B Certificate
Exhibit A-5 Form of Class C Certificate
Exhibit A-6 Form of Class D Certificate
Exhibit A-7 Form of Class E Certificate
Exhibit A-8 Form of Class F Certificate
Exhibit A-9 Form of Class G Certificate
Exhibit A-10 Form of Class H Certificate
Exhibit A-11 Form of Class X Certificate
Exhibit A-12 Form of Class R Certificate
Exhibit B Mortgage Loan Schedule
Exhibit C Form of Investment Representation Letter
Exhibit D-1 Form of Transfer Affidavit
Exhibit D-2 Form of Transferor Letter
Exhibit E [Intentionally Omitted]
Exhibit F Form of Request for Release
Exhibit G Form of ERISA Representation Letter
Exhibit H Form of Distribution Date Statement
SCHEDULES
Schedule 1 Computerized Database Information
Schedule 2 Borrower Concentrations in Excess of 5%
<PAGE>
This Pooling and Servicing Agreement (the "Agreement"), is dated and
effective as of July 1, 1996, among Chase Commercial Mortgage Securities Corp.
as Depositor, The Chase Manhattan Bank as Servicer, Lennar Partners, Inc. as
Special Servicer, ABN AMRO Bank N.V. as Fiscal Agent and LaSalle National Bank
as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes
(each, a "Class"), which in the aggregate will evidence the entire beneficial
ownership interest in the trust fund (the "Trust Fund") to be created hereunder,
the primary assets of which will be a pool of multifamily and commercial
mortgage loans (the "Mortgage Loans"). As provided herein, the Servicer shall
elect or shall cause an election to be made that the Trust Fund be treated for
federal income tax purposes as a real estate mortgage investment conduit (a
"REMIC").
<PAGE>
The following table sets forth the designation, the pass-through rate (the
"Pass-Through Rate"), the aggregate initial principal amount (the "Original
Certificate Balance") or Notional Amount ("Original Notional Amount"), as
applicable, and the initial ratings given each Class by the Rating Agencies (the
"Original Ratings") for each Class of Certificates comprising the interests in
the REMIC created hereunder:
Original
Class Original Rating
Designation Pass-Through Rate Certificate Balance Fitch/S&P(2)
- -------------- ----------------- ------------------- ------------
Class A-1 7.600% $ 190,000,000 AAA/AAA
Class A-2 7.600% $ 123,421,002 AAA/AAA
Class P (1) $ 1,222,154 */AAAr
------
Class B 7.600% $ 26,589,563 AA/AA
Class C 7.600% $ 22,157,969 A/A
Class D 7.600% $ 15,510,578 BBB/BBB
Class E 7.600% $ 11,078,984 BBB-/BBB-
Class F 7.600% $ 24,373,766 */BB
Class G 7.600% $ 17,726,375 */B
Class H 7.600% $ 11,078,984 */*
Class X (3) (4) AAA/*
Class R None None(5) */*
- ---------------
(1) The Class P Certificates will not have a Pass-Through Rate and Holders
thereof will not be entitled to distributions of interest.
(2) The Certificates marked with an asterisk have not been rated by the
applicable Rating Agency.
(3) The Pass-Through Rate on the Class X Certificates will be equal to the
excess, if any, of (i) the Weighted Average Net Mortgage Rate of the
Mortgage Loans over (ii) 7.600%.
(4) 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.
(5) The Class R Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to distributions of
Prepayment Premiums or Yield Maintenance Charges. Any Available
Distribution Amount remaining in the Distribution Account, after all
required distributions under this Agreement have been made to each other
Class of Certificates, will be distributed to the Holders of the Class R
Certificates.
As of close of business on the Cut-off Date, the Mortgage Loans had an
aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $443,159,377.48.
In consideration of the mutual agreements herein contained, the Depositor,
the Servicer, the Special Servicer, the Fiscal Agent and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
-----------
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including in the Preliminary Statement,
the following words and phrases, unless the context otherwise requires, shall
have the meanings specified in this Article.
"Accrued Certificate Interest": With respect to each Distribution Date and
each Class of Certificates (other than the Class P Certificates and the Residual
Certificates), an amount equal to interest for the related Interest Accrual
Period at the Pass-Through Rate applicable to such Class of Certificates for
such Distribution Date, accrued on the related Certificate Balance, or in the
case of the Class X Certificates, the Class X Notional Amount, of such Class
outstanding immediately prior to such Distribution Date (i.e., such Certificate
Balance or Notional Amount is to be used for accrual of interest during the
related Interest Accrual Period notwithstanding the fact that such Certificate
Balance or Notional Amount may be different than the actual Certificate Balance
or Notional Amount at the start of such Interest Accrual Period) commencing in
the month of the Closing Date. Accrued Certificate Interest shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months.
"Acquisition Date": With respect to any REO Property, the first day on
which such REO Property is considered to be acquired by the Trust Fund within
the meaning of Treasury Regulation Section 1.856-6(b)(1), which is the first day
on which the Trust Fund is treated as the owner of such REO Property for federal
income tax purposes.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agent": As defined in Section 5.02(d)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
"Appraisal": An appraisal prepared by an Independent MAI appraiser with at
least five years experience in properties of like kind and in the same area,
prepared in accordance with 12 C.F.R. 225.64.
"Appraisal Reduction": For any Distribution Date and for any Mortgage Loan
as to which an Appraisal Reduction Event has occurred, an amount equal to the
excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan over
(b) the excess of (i) 90% of the Appraised Value of the related Mortgaged
Property over (ii) the sum of (a) to the extent not previously advanced by the
Servicer or the Trustee, all unpaid interest on such Mortgage Loan at a per
annum rate equal to its 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 with respect to such Mortgage
Loan, net of any amounts currently escrowed for such amounts (which taxes,
premiums and other amounts have not been subject to an Advance by the Servicer
or the Trustee, as applicable). Within 60 days after the Appraisal Reduction
Event, the Special Servicer shall obtain an Appraisal (the cost of which shall
be paid as a Servicing Advance by the Servicer); provided, however, that with
respect to an Appraisal Reduction Event as set forth in clause (ii) of the
definition of Appraisal Reduction Event, the Special Servicer shall obtain such
Appraisal within the 120 day period set forth in such clause (ii), which
Appraisal shall be delivered by the Special Servicer to the Servicer, and the
Servicer shall deliver such Appraisal to the Trustee, the Paying Agent and each
Holder of a Class F, Class G and Class H Certificate within 15 days of receipt
by the Servicer of such Appraisal from the Special Servicer.
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 (for such purposes
taking into account any amendment or modification of such Mortgage Loan), the
Special Servicer shall, within 30 days of each annual anniversary of the related
Appraisal Reduction Event, order an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by the Servicer as a Servicing
Advance. 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 and such redetermined Appraisal Reduction shall replace the
prior Appraisal Reduction with respect to such Mortgage Loan.
With respect to each Mortgage Loan as to which an Appraisal Reduction has
occurred and which has become a Corrected Mortgage Loan and has remained current
for twelve consecutive Monthly Payments (for such purposes taking into account
any amendment or modification of such Mortgage Loan), 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 paid by the Servicer as a Servicing Advance. 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 anything herein to the contrary, the aggregate Appraisal
Reduction related to a Mortgage Loan or the related REO Property will be reduced
to zero as of the date such Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust Fund.
"Appraisal Reduction Amount": With respect to any Distribution Date, an
amount equal to the product of (i) 7.600% per annum, and (ii) the sum of all
Appraisal Reductions with respect to such Distribution Date.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest of (i) the third anniversary of the date on which the first extension
of the Maturity Date of such Mortgage Loan becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer pursuant to the terms
hereof, which extension does not decrease the amount of Monthly Payments on the
Mortgage Loan, (ii) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Mortgage Loan, (iii)
the date on which a reduction in the amount of Monthly Payments on such Mortgage
Loan, or a change in any other material economic term of such Mortgage Loan
(other than an extension of the Maturity Date), 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 Mortgagor declares bankruptcy
and (vi) immediately after a Mortgage Loan becomes an REO Loan, provided,
however, that an Appraisal Reduction Event shall not occur at any time when the
aggregate Certificate Balances of all Classes of Certificates (other than the
Class A and Class P Certificates) has been reduced to zero. The Special Servicer
shall notify the Servicer promptly upon the occurrence of any of the foregoing
events.
"Appraised Value": With respect to any Mortgaged Property, the appraised
value thereof as determined by an Appraisal of the Mortgaged Property securing
such Mortgage Loan made by an Independent MAI appraiser selected by the Servicer
or Special Servicer, as applicable.
"Asset Status Report": As defined in Section 3.21(e).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and profits
derived from the ownership, operation, leasing or disposition of all or a
portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.
"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), 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 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 of such Mortgage Loan, and (b) interest
on the Stated Principal Balance of such Mortgage Loan at the applicable Mortgage
Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": Any agent of the Trustee appointed to act as
Authenticating Agent pursuant to Section 5.01.
"Available Distribution Amount": With respect to any Distribution Date, an
amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Trust Fund on deposit in the
Certificate Account and the Distribution Account (exclusive of any
investment income contained therein) as of the close of business on
the Business Day preceding the related P&I Advance Date, exclusive of:
(i) all Monthly Payments paid by the Mortgagors that are due on a Due
Date following the end of the related Due Period;
(ii) all Principal Prepayments (together with any related payments of
interest allocable to the period following the Due Date for the
related Mortgage Loan during the related Due Period), Balloon
Payments, Liquidation Proceeds or Insurance and Condemnation
Proceeds received after the end of the related Due Period;
(iii) all amounts payable or reimbursable to any Person from the
Certificate Account pursuant to clauses (ii) - (xvii), inclusive,
of Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person from the
Distribution Account pursuant to clauses (ii) - (v), inclusive,
of Section 3.05(b);
(v) all Prepayment Premiums and Yield Maintenance Charges; and
(vi) all amounts deposited in the Certificate Account or the
Distribution Account, as the case may be, in error;
(b) if and to the extent not already included in clause (a) hereof, the
aggregate amount transferred from the REO Account to the Certificate
Account for such Distribution Date pursuant to Section 3.16(c); and
(c) the aggregate amount of any P&I Advances made by the Servicer, the
Trustee or the Fiscal Agent, as applicable, for such Distribution Date
pursuant to Section 4.03 or 7.05.
Notwithstanding the investment of funds held in the Certificate Account or the
Distribution Account pursuant to Section 3.06, for purposes of calculating the
Available Distribution Amount, the amounts so invested shall be deemed to remain
on deposit in such account.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original terms or by
virtue of any modification entered into as of the Closing Date provides for an
amortization schedule extending beyond its Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of any date
of determination, the Monthly Payment payable on the Maturity Date of such
Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from time to
time (Title 11 of the United States Code).
"Base Interest Fraction": With respect to any Principal Prepayment on any
Mortgage Loan and with respect to any of the Class A, Class B, Class C, Class D
and Class E Certificates, a fraction (A) whose numerator is the greater of (x)
zero and (y) the difference between 7.600% and the Yield Rate used in
calculating the Yield Maintenance Charge with respect to such Principal
Prepayment and (B) whose denominator is the difference between the Mortgage Rate
on the related Mortgage Loan and the Yield Rate 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 is greater than the Mortgage Rate on the related
Mortgage Loan, then the Base Interest Fraction shall equal zero.
"Book-Entry Certificate": Any Certificate registered in the name of the
Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a day on which
banking institutions in New York, New York, or the city and state in which the
Corporate Trust Office of the Trustee or principal place of business of the
Servicer or the Special Servicer is located, are authorized or obligated by law
or executive order to remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage Pass-Through
Certificates, Series 1996-1, as executed by the Trustee and authenticated and
delivered hereunder by the Certificate Registrar.
"Certificate Account": The custodial account or accounts created and
maintained by the Servicer pursuant to Section 3.04(a) in the name of the
Trustee on behalf of the Certificateholders, into which the amounts set forth in
Section 3.04(a) shall be deposited directly. Any such account or accounts shall
be an Eligible Account.
"Certificate Balance": With respect to any Class of Certificates (other
than the Residual Certificates and the Class X Certificates), (i) on or prior to
the first Distribution Date, an amount equal to the Original Certificate Balance
of such Class as specified in the Preliminary Statement hereto, and (ii) as of
any date of determination after the first Distribution Date, the Certificate
Balance of such Class on the Distribution Date immediately prior to such date of
determination (determined as adjusted pursuant to Section 1.02(iii)).
"Certificate Deferred Interest": For any Distribution Date with respect to
any Class of Certificates, the amount of Mortgage Deferred Interest allocated to
such Class pursuant to Section 4.06(a).
"Certificate Factor": With respect to any Class of Certificates, as of any
date of determination, a 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 Original Certificate Balance.
"Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register, provided, however, that solely for the
purposes of giving any consent, approval or waiver pursuant to this Agreement,
any Certificate registered in the name of the Servicer, the Special Servicer,
the Depositor or any Affiliate of either shall be deemed not to be outstanding,
and the Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent, approval or waiver has been obtained, if such consent,
approval or waiver sought from such party would in any way increase its
compensation or limit its obligations as Servicer, Special Servicer or
Depositor, as applicable, hereunder; provided, however, the Servicer and Special
Servicer shall be entitled to exercise such Voting Rights with respect to any
issue which could reasonably be believed to adversely affect such party's
compensation or increase its obligations or liabilities hereunder; and provided
further, however, that such restrictions will not apply to the exercise of the
Special Servicer's rights as a member of the Controlling Class. The Trustee
shall be entitled to request and rely upon a certificate of the Servicer, the
Special Servicer or the Depositor in determining whether a Certificate is
registered in the name of an Affiliate of such Person. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the
Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
"Certificate Owner": With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate as reflected on the books of the
Depository or on the books of a Depository Participant or on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent.
"Certificate Rating": With respect to the long-term unsecured debt of any
institution, a long-term debt obligation rating by each Rating Agency not lower
than the highest rating by such Rating Agency of any Class of Certificates then
outstanding; provided, however, that the Certificate Rating will not be lower
than Investment Grade by such Rating Agency.
"Certificate Register" and "Certificate Registrar": The register maintained
and registrar appointed pursuant to Section 5.02.
"Chemical Bank": Chemical Bank (now known as The Chase Manhattan Bank), a
commercial bank chartered under the laws of the State of New York, or any
corporation into which it may be merged, consolidated or converted or any
corporation resulting from any merger, consolidation or conversion to which it
shall be a party, or any corporation succeeding to its business.
"Class": With respect to any Certificates, all of the Certificates bearing
the same alphabetical (and, if applicable, numerical) Class designation.
"Class A Certificate": Any Class A-1 or Class A-2 Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1" on the
face thereof, in the form of Exhibit A-1 hereto.
"Class A-1 Pass-Through Rate": With respect to any Distribution Date, a
fixed rate per annum equal to 7.600%.
"Class A-2 Certificate": A Certificate designated as "Class A-2" on the
face thereof, in the form of Exhibit A-2 hereto.
"Class A-2 Pass-Through Rate": With respect to any Distribution Date, a
fixed rate per annum equal to 7.600%.
"Class B Certificate": A Certificate designated as "Class B" on the face
thereof, in the form of Exhibit A-4 hereto.
"Class B Pass-Through Rate": With respect to any Distribution Date, a fixed
rate per annum equal to 7.600%.
"Class C Certificate": A Certificate designated as "Class C" on the face
thereof, in the form of Exhibit A-5 hereto.
"Class C Pass-Through Rate": With respect to any Distribution Date, a fixed
rate per annum equal to 7.600%.
"Class D Certificate": A Certificate designated as "Class D" on the face
thereof, in the form of Exhibit A-6 hereto.
"Class D Pass-Through Rate": With respect to any Distribution Date, a fixed
rate per annum equal to 7.600%.
"Class E Certificate": A Certificate designated as "Class E" on the face
thereof, in the form of Exhibit A-7 hereto.
"Class E Pass-Through Rate": With respect to any Distribution Date, a fixed
rate per annum equal to 7.600%.
"Class F Certificate": A Certificate designated as "Class F" on the face
thereof, in the form of Exhibit A-8 hereto.
"Class F Pass-Through Rate": With respect to any Distribution Date, a fixed
rate per annum equal to 7.600%.
"Class G Certificate": A Certificate designated as "Class G" on the face
thereof, in the form of Exhibit A-9 hereto.
"Class G Pass-Through Rate": With respect to any Distribution Date, a fixed
rate per annum equal to 7.600%.
"Class H Certificate": A Certificate designated as "Class H" on the face
thereof, in the form of Exhibit A-10 hereto.
"Class H Pass-Through Rate": With respect to any Distribution Date, a fixed
rate per annum equal to 7.600%.
"Class P Certificate": A Certificate designated as "Class P" on the face
thereof, in the form of Exhibit A-3 hereto.
"Class P Fraction": With respect to any Discount Mortgage Loan, a fraction
(expressed as a percentage carried to ten decimal places), the numerator of
which is 7.600% per annum, minus the Net Mortgage Rate for such Discount
Mortgage Loan and the denominator of which is 7.600% per annum.
"Class P Principal Distribution Amount": For any Distribution Date, the
amount equal to (a) the Class P Principal Shortfall for such Distribution Date
plus (b) the sum, for all Discount Mortgage Loans, of the products of (i) the
excess, if any, of the Stated Principal Balance of such Discount Mortgage Loan
as of the Distribution Date immediately prior to such Distribution Date over the
Stated Principal Balance of such Discount Mortgage Loan as of such Distribution
Date, multiplied by (ii) the Class P Fraction for each such Discount Mortgage
Loan. For purposes of determining the Class P Principal Distribution Amount
only, the Stated Principal Balance of each such Mortgage Loan will be determined
without giving effect to any Mortgage Loan Deferred Interest added to the
principal balance of any such Discount Mortgage Loan.
"Class P Principal Shortfall": For any Distribution Date after the initial
Distribution Date, the amount, if any, by which (a) the Class P Principal
Distribution Amount for the preceding Distribution Date exceeded (b) the
aggregate amount distributed in respect of principal on the Class P Certificates
for such preceding Distribution Date pursuant to Section 4.01(a) on such
preceding Distribution Date. The Class P Principal Shortfall for the initial
Distribution Date will be zero.
"Class R Certificate": A Certificate designated as "Class R" on the face
thereof, in the form of Exhibit A-12 hereto.
"Class Unpaid Interest Shortfall": As to any Distribution Date and any
Class of Regular Certificates (other than the Class P Certificates), the excess,
if any, of (a) the sum of (i) the Distributable Certificate Interest in respect
of such Class for the immediately preceding Distribution Date and (ii) any
outstanding Class Unpaid Interest Shortfall payable to such Class on such
preceding Distribution Date over (b) the aggregate amount in respect of interest
actually distributed to such Class on such immediately preceding Distribution
Date. The Class Unpaid Interest Shortfall with respect to any Class of
Certificates as of the initial Distribution Date is zero. No interest shall
accrue on Class Unpaid Interest Shortfalls.
"Class X Certificate": A Certificate designated as "Class X" on the face
thereof, in the form of Exhibit A-11 hereto.
"Class X Notional Amount": For any date of determination, 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.
"Class X Pass-Through Rate": A rate, equal to the excess, if any, of (i)
the Weighted Average Net Mortgage Rate of the Mortgage Loans over (ii) 7.600%.
"Closing Date": July 30, 1996.
"Code": The Internal Revenue Code of 1986, as amended from time to time,
and applicable final or temporary regulations of the U.S. Department of the
Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"Collection Report": The monthly report to be prepared by the Servicer and
delivered to the Trustee, the Paying Agent, the Special Servicer, the Depositor
and each Rating Agency pursuant to Section 4.02(b), in writing and in electronic
medium, in form reasonably acceptable to the Paying Agent, containing such
information as is set forth in Section 4.02(b) regarding the Mortgage Loans and
such other information as will permit the Paying Agent to calculate the amounts
to be distributed pursuant to Section 4.01 and to furnish statements to
Certificateholders pursuant to Section 4.02 and containing such additional
information as the Servicer, the Special Servicer and the Paying Agent may from
time to time agree.
"Commission": The Securities and Exchange Commission.
"Controlling Class": As of any date of determination, the most subordinate
Class of Regular Certificates then outstanding that has a then aggregate
Certificate Balance at least equal to the lesser of (a) 1% of the outstanding
aggregate principal balance of the Mortgage Loans as of the Closing Date or (b)
20% of the initial Certificate Balance of such Class in the case of Class H
Certificates, or 25% of the initial Certificate Balance of such Class in the
case of any other Class of Certificates. For purposes of determining the
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. As of the Closing Date, the Controlling
Class will be the Class H Certificates.
"Controlling Class Certificateholders": 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).
"Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at LaSalle National Bank, 135 South
LaSalle Street, Suite 1740, Chicago, Illinois 60603, Attention: Asset-Backed
Securities Trust Services, Chase Commercial Mortgage Securities Corp., Series
1996-1 (telecopy number 312-904-2084).
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that has
become current and remained current for three (3) consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided that no additional default is foreseeable in the
reasonable judgment of the Special Servicer) the Special Servicer has returned
servicing of such Mortgage Loan to the Servicer pursuant to Section 3.21(a).
"Credit File": Any documents, other than documents required to be part of
the related Mortgage File, in the possession of the Servicer and relating to the
origination and servicing of any Mortgage Loan.
"Custodian": A Person who is at any time appointed by the Trustee pursuant
to Section 8.11 as a document custodian for the Mortgage Files, which Person
shall not be the Depositor, the Mortgage Loan Seller or an Affiliate of either
of them. The Trustee shall be the initial Custodian.
"Cut-off Date": July 1, 1996.
"Cut-off Date Principal Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of principal due on or before such date,
whether or not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan for any
twelve month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan
during such period.
"Default Interest": With respect to any defaulted Mortgage Loan for any
related Due Period, all interest accrued in respect of such Mortgage Loan during
such Due Period provided for in the related Mortgage Note or Mortgage as a
result of the related default (exclusive of late payment charges) that is in
excess of interest at the related Mortgage Rate accrued on the unpaid principal
balance of such Mortgage Loan outstanding from time to time during such Due
Period; provided that the 2.00% per annum increase in the Mortgage Rate on the
Mortgage Loan identified as Loan ID No. 9 on Exhibit A to the Prospectus, shall
not be considered Default Interest.
"Defaulted Mortgage Loan": A Mortgage Loan that is delinquent at least
sixty days in respect of its Monthly Payments or more than thirty days
delinquent in respect of its Balloon Payment, if any, in either case such
delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defect": As defined in Section 2.02(e).
"Deficient Valuation": With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.01(a).
"Denomination": As defined in Section 5.01(a).
"Depositor": Chase Commercial Mortgage Securities Corp., a New York
corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates, is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date, the 11th day
of the month in which such Distribution Date occurs, or if such 11th day is not
a Business Day, the immediately preceding Business Day.
"Directing Certificateholder": 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.
"Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by the Trust Fund other than
through an Independent Contractor; provided, however, that the Trustee (or the
Special Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Special Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
or capital expenditures with respect to such REO Property.
"Discount Mortgage Loan": Any Mortgage Loan with a Net Mortgage Rate less
than 7.600% per annum.
"Disqualified Organization": Any of (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause the Trust Fund to fail to qualify as a
REMIC or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Residual Certificate to such Person. The terms "United
States", "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.
"Distributable Certificate Interest": With respect to any Distribution
Date, as to any Class of Regular Certificates (other than the Class P
Certificates), the Accrued Certificate Interest in respect of such Class of
Regular Certificates for such Distribution Date, reduced (to not less than zero)
by any allocations to such Class of Certificates (other than in the case of the
Class X Certificates) of any Certificate Deferred Interest for such Distribution
Date.
"Distribution Account": The segregated account or accounts created and
maintained by the Paying Agent pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "The Chase Manhattan Bank, as Paying
Agent, in trust for the registered holders of Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1,
Distribution Account". Any such account or accounts shall be an Eligible
Account.
"Distribution Date": The 18th day of any month, or if such 18th day is not
a Business Day, the Business Day immediately following, commencing in August
1996.
"Distribution Date Statement": As defined in Section 4.02(a).
"Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Monthly Payment thereon is scheduled to be first due; (ii) any
Mortgage Loan after the Maturity Date therefor, the day of the month set forth
in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan
had been scheduled to be first due; and (iii) any REO Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on the
related Mortgage Loan had been scheduled to be first due.
"Due Period": With respect to any Distribution Date, 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 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 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.
"Eligible Account": Either (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the long-term
unsecured debt obligations of which are rated at least "AA-" by S&P and Fitch
(if rated by Fitch) if the deposits are to be held in such account for more than
30 days or the short-term debt obligations of which have a short-term rating of
not less than "A-1" from S&P and "F-1+" from Fitch (if rated by Fitch) if the
deposits are to be held in such account for less than 30 days, or such other
account or accounts with respect to which each of the Rating Agencies shall have
confirmed in writing that the then current rating assigned to any of the
Certificates that are currently being rated by such Rating Agency will not be
qualified, downgraded or withdrawn by reason thereof, or (ii) a segregated trust
account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution or trust company that, in either case,
has corporate trust powers, acting in its fiduciary capacity; provided that any
state chartered depository institution or trust company is subject to regulation
regarding fiduciary funds substantially similar to 12 C.F.R. ss. 9.10(b).
Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a
certificate of deposit, passbook or other similar instrument.
"Eligible Investor": Either (i) a Qualified Institutional Buyer that is
purchasing for its own account or for the account of a Qualified Institutional
Buyer to whom notice is given that the offer, sale or transfer is being made in
reliance on Rule 144A, or (ii) an Institutional Accredited Investor.
"Environmental Assessment": A "Phase I assessment" as described in, and
meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide or any
successor provisions covering the same subject matter, in the case of Specially
Serviced Mortgage Loans as to which the related Mortgaged Property is
multi-family property, or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.
"ERISA": The Employee Retirement Income Security Act of 1974, as amended.
"Escrow Payment": Any payment received by the Servicer for the account of
any Mortgagor for application toward the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items
in respect of the related Mortgaged Property, including amounts for deposit to
any reserve account.
"Event of Default": One or more of the events described in Section 7.01(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended from time
to time.
"Extension Adviser": As defined in Section 3.26. The initial Extension
Adviser will be the Trustee or a designee of the Trustee.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any successor.
"Final Recovery Determination": A determination by the Special Servicer
with respect to any Defaulted Mortgage Loan or REO Property (other than a
Mortgage Loan or REO Property, as the case may be, that was purchased by the
Mortgage Loan Seller pursuant to Section 3 of the Mortgage Loan Purchase
Agreement, by the Servicer or the Special Servicer pursuant to Section 3.18(b),
or by the Servicer, the Special Servicer or the holder of the Class R
Certificates pursuant to Section 9.01) that there has been a recovery of all
Insurance and Condemnation Proceeds, Liquidation Proceeds and other payments or
recoveries that, in the Special Servicer's judgment, exercised without regard to
any obligation of the Special Servicer to make payments from its own funds
pursuant to Section 3.07(b), will ultimately be recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking corporation, in
its capacity as fiscal agent hereunder, and its successors in interest, or any
successor Fiscal Agent appointed hereunder.
"Fitch": Fitch Investors Service, L.P., and its successors in interest.
"FNMA": Federal National Mortgage Association or any successor thereto.
"Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory", "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.
"Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, the Servicer, the
Special Servicer and any and all Affiliates thereof, (ii) does not have any
material direct financial interest in or any material indirect financial
interest in any of the Depositor, the Servicer, the Special Servicer or any
Affiliate thereof, and (iii) is not connected with the Depositor, the Servicer,
the Special Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Servicer, the Special Servicer or any Affiliate thereof merely
because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Depositor, the Servicer or any Affiliate thereof, as
the case may be.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except
that the ownership test set forth in that Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the
Servicer or the Trust, delivered to the Trustee and the Servicer), so long as
the Trust does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust is at arm's length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5) (except that the
Servicer or the Special Servicer shall not be considered to be an Independent
Contractor under the definition in this clause (i) unless an Opinion of Counsel
has been delivered to the Trustee to that effect), or (ii) any other Person
(including the Servicer and the Special Servicer) upon receipt by the Trustee
and the Servicer of an Opinion of Counsel, which shall be at no expense to the
Trustee, the Servicer or the Trust Fund, to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code, or
cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property.
"Institutional Accredited Investor": As defined in Section 5.02(b).
"Insurance Policy": With respect to any Mortgage Loan, any hazard insurance
policy, flood insurance policy, title policy or other insurance policy that is
maintained from time to time in respect of such Mortgage Loan or the related
Mortgaged Property.
"Insurance and Condemnation Proceeds": All proceeds paid under any
Insurance Policy or in connection with the full or partial condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are not applied
to the restoration of the related Mortgaged Property or released to the
Mortgagor, in either case, in accordance with the Servicing Standards.
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class P Certificates which will not have an
Interest Accrual Period) and any Distribution Date, the period beginning on the
first day of the calendar month preceding the calendar month in which the
related Distribution Date occurs and ending on the last day of the calendar
month preceding the calendar month in which such Distribution Date occurs.
"Interest Distribution Amount": With respect to any Class of Regular
Certificates (other than the Class P Certificates) for any Distribution Date, an
amount equal to the sum of the Distributable Certificate Interest and the Class
Unpaid Interest Shortfall with respect to such Class of Regular Certificates for
such Distribution Date.
"Interested Person": The Depositor, the Servicer, the Special Servicer, any
Independent Contractor engaged by the Special Servicer, any Holder of a
Certificate, or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade": With respect to any Certificate, ratings assigned to
such Certificate by S&P and Fitch no lower than "BBB-".
"Investment Representation Letter": As defined in Section 5.02(b).
"Issue Price": With respect to each Class of Certificates, the "issue
price" as defined in the REMIC Provisions.
"Late Collections": With respect to any Mortgage Loan, all amounts received
thereon during any Due Period, whether as payments, Insurance and Condemnation
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal or interest due in respect of such Mortgage Loan
(without regard to any acceleration of amounts due thereunder by reason of
default) on a Due Date in a previous Due Period and not previously recovered.
With respect to any REO Loan, all amounts received in connection with the
related REO Property during any Due Period, whether as Insurance and
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late collections of principal or interest due or deemed due in respect
of such REO Loan or the predecessor Mortgage Loan (without regard to any
acceleration of amounts due under the predecessor Mortgage Loan by reason of
default) on a Due Date in a previous Due Period and not previously recovered.
The term "Late Collections" shall specifically exclude Penalty Charges.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by a Mortgage Loan Seller pursuant to Section 3 of the
related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased
by the Servicer or the Special Servicer pursuant to Section 3.18(b); or (v) such
Mortgage Loan is purchased by the Servicer, the Special Servicer or the holder
of the Class R Certificates pursuant to Section 9.01. With respect to any REO
Property (and the related REO Loan), any of the following events: (i) a Final
Recovery Determination is made with respect to such REO Property; or (ii) such
REO Property is purchased by the Servicer, the Special Servicer or the holder of
the Class R Certificates pursuant to Section 9.01.
"Liquidation Fee": A fee payable to the Special Servicer with respect to
each Specially Serviced Mortgage Loan as to which the Special Servicer receives
a full or discounted payoff with respect thereto from the related Mortgagor or
any Liquidation Proceeds with respect thereto, equal to the product of the
Liquidation Fee Rate and the proceeds of such full or discounted payoff or the
net Liquidation Proceeds (net of the related costs and expenses associated with
the related liquidation) related to such liquidated Specially Serviced Mortgage
Loan, as the case may be; provided however, that no Liquidation Fee shall be
payable with respect to clauses (iii)-(v) of the definition of Liquidation
Proceeds.
"Liquidation Fee Rate": A rate equal to 1.00%.
"Liquidation Proceeds": Cash amounts (other than Insurance and Condemnation
Proceeds and REO Revenues) received or paid by the Servicer in connection with:
(i) the liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted Mortgage Loan, through trustee's sale, foreclosure
sale, REO Disposition or otherwise, exclusive of any portion thereof required to
be released to the related Mortgagor in accordance with applicable law and the
terms and conditions of the related Mortgage Note and Mortgage; (ii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iii) the
purchase of a Defaulted Mortgage Loan by the Servicer or the Special Servicer
pursuant to Section 3.18(b) or any other sale thereof pursuant to Section
3.18(c); (iv) the repurchase of a Mortgage Loan by a Mortgage Loan Seller
pursuant to Section 3 of the related Mortgage Loan Purchase Agreement; or (v)
the purchase of a Mortgage Loan or REO Property by the Servicer, Special
Servicer or holder of the Class R Certificates pursuant to Section 9.01.
"Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the scheduled principal balance of such Mortgage Loan at the time of
determination, and the denominator of which is the Original Value of the related
Mortgaged Property.
"MAI": Member of the Appraisal Institute.
"Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Mortgage Loan by reason
of default thereunder, (ii) any grace period permitted by the related Mortgage
Note, or (iii) any modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Servicer or the Special Servicer pursuant to Section
3.20 occurring prior to such date of determination.
"Monthly Payment": With respect to any Mortgage Loan, the scheduled monthly
payment of principal and/or interest on such Mortgage Loan, including any
Balloon Payment, which is payable by a Mortgagor from time to time under the
related Mortgage Note and applicable law, without regard to any acceleration of
principal of such Mortgage Loan by reason of default thereunder or any
modification, waiver or amendment of such Mortgage Loan granted or agreed to by
the Servicer or the Special Servicer pursuant to Section 3.20.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed of trust
or other instrument securing a Mortgage Note and creating a lien on the related
Mortgaged Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan as of any
Due Date that has been modified to reduce the rate at which interest is paid
currently below the Mortgage Rate, the excess, if any, of (a) interest accrued
on the Stated Principal Amount thereof during the one-month interest accrual
period set forth in the related Mortgage Note at the related Mortgage Rate over
(b) the interest portion of the related Monthly Payment or, if applicable,
Assumed Scheduled Payment due on such Due Date.
"Mortgaged Property": The real property subject to the lien of a Mortgage.
"Mortgage File": With respect to any Mortgage Loan, collectively the
following documents:
(i) the original Mortgage Note, bearing, or accompanied by, all
prior and intervening endorsements or assignments showing a complete
chain of endorsement or assignment from the originator of the Mortgage
Loan to the Mortgage Loan Seller, and further endorsed (at the
direction of the Depositor given pursuant to the Mortgage Loan
Purchase Agreement) by the Mortgage Loan Seller, on its face or by
allonge attached thereto, without recourse, to the order of the
Trustee in the following form: "Pay to the order of LaSalle National
Bank, as trustee for the registered holders of Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1996-1, without recourse, representation or
warranty, express or implied";
(ii) the original Mortgage (or a certified copy thereof from the
applicable recording office) and originals (or certified copies from
the applicable recording office) of any intervening assignments
thereof showing a complete chain of assignment from the originator of
the Mortgage Loan to the Mortgage Loan Seller, in each case with
evidence of recording indicated thereon;
(iii) an original (or a copy if the original has been sent by the
Servicer for recordation) assignment of the Mortgage, in recordable
form, from the Mortgage Loan Seller to "LaSalle National Bank, as
trustee for the registered holders of Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 1996-1";
(iv) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage) and the originals
or copies of any intervening assignments thereof showing a complete
chain of assignment from the originator of the Mortgage Loan to the
Mortgage Loan Seller, in each case with evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage), in recordable
form, executed by the Mortgage Loan Seller in favor of the Trustee (in
such capacity);
(vi) an original or copy of any related Security Agreement (if
such item is a document separate from the Mortgage) and the originals
or copies of any intervening assignments thereof showing a complete
chain of assignment from the originator of the Mortgage Loan to the
Mortgage Loan Seller;
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage), in recordable
form, executed by the Mortgage Loan Seller in favor of the Trustee (in
such capacity);
(viii) originals or copies of all assumption, modification,
written assurance and substitution agreements, with evidence of
recording thereon, where appropriate, in those instances where the
terms or provisions of the Mortgage, Mortgage Note or any related
security document have been modified or the Mortgage Loan has been
assumed;
(ix) the original lender's title insurance policy or a copy
thereof effective as of the date of the recordation of the Mortgage
Loan, together with all endorsements or riders that were issued with
or subsequent to the issuance of such policy, insuring the priority of
the Mortgage as a first lien on the Mortgagor's fee interest in the
Mortgaged Property, or if the policy has not yet been issued, a
written commitment or interim binder, dated as of the date the related
Mortgage Loan was funded;
(x) the original or copy of any guaranty of the obligations of
the Mortgagor under the Mortgage Loan;
(xi) all UCC Financing Statements and continuation statements or
copies thereof sufficient to perfect (and maintain the perfection of)
the security interest held by the originator of the Mortgage Loan (and
each assignee prior to the Trustee) in and to the personalty of the
Mortgagor at the Mortgaged Property (in each case with evidence of
filing thereon), and to transfer such security interest to the
Trustee;
(xii) the original power of attorney (with evidence of recording
thereon) granted by the Mortgagor if the Mortgage, Mortgage Note or
other document or instrument referred to above was not signed by the
Mortgagor; and
(xiii) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;
provided, that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, or a Custodian appointed thereby, such term
shall not be deemed to include such documents and instruments required to be
included therein unless they are actually so received.
"Mortgage Loan": Each of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 and from time to time held in the Trust Fund.
As used herein, the term "Mortgage Loan" includes the related Mortgage Note,
Mortgage and other security documents contained in the related Mortgage File.
"Mortgage Loan Purchase Agreement": Either of the agreements between the
Depositor and each Mortgage Loan Seller, relating to the transfer of all of such
Mortgage Loan Seller's right, title and interest in and to the related Mortgage
Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred on the
Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Mortgage Loan:
(i) the loan number;
(ii) the Mortgagor's name;
(iii) the street address (including city, state and zip code) of
the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b) remaining
term to stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due Date
following the Cut-off Date;
(xi) the Original Value of the related Mortgaged Property;
(xii) the Loan-to-Value Ratio at the Cut-off Date;
(xiii) a Debt Service Coverage Ratio calculated based on the most
recently available annual operating statements and the last day of the
period for which it was calculated; and
(xiv) the applicable Servicing Fee Rate.
Such Mortgage Loan Schedule shall also set forth the aggregate of the
amounts described under clause (vii) above for all of the Mortgage Loans. Such
list may be in the form of more than one list, collectively setting forth all of
the information required.
"Mortgage Loan Seller": Each of (i) The Chase Manhattan Bank, a New York
banking corporation, and (ii) Bear, Stearns Funding Inc., a Delaware
corporation, or their respective successors in interest.
"Mortgage Note": The original executed note evidencing the indebtedness of
a Mortgagor under a Mortgage Loan, together with any rider, addendum or
amendment thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior to its
Maturity Date, the annualized rate at which interest is scheduled (in the
absence of a default) to accrue on such Mortgage Loan from time to time in
accordance with the related Mortgage Note and applicable law; (ii) any Mortgage
Loan after its Maturity Date, the annualized rate described in clause (i) above
determined without regard to the passage of such Maturity Date; and (iii) any
REO Loan, the annualized rate described in clause (i) or (ii), as applicable,
above determined as if the predecessor Mortgage Loan had remained outstanding.
"Mortgagor": The obligor or obligors on a Mortgage Note, including without
limitation, any Person that has acquired the related Mortgaged Property and
assumed the obligations of the original obligor under the Mortgage Note.
"Net Investment Earnings": With respect to either the Certificate Account,
the Distribution Account or the REO Account for any period from any Distribution
Date to the immediately succeeding P&I Advance Date, the amount, if any, by
which the aggregate of all interest and other income realized during such period
on funds relating to the Trust Fund held in such account, exceeds the aggregate
of all losses, if any, incurred during such period in connection with the
investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to either the Certificate Account, the
Distribution Account or the REO Account for any period from any Distribution
Date to the immediately succeeding P&I Advance Date, the amount by which the
aggregate of all losses, if any, incurred during such period in connection with
the investment of funds relating to the Trust Fund held in such account in
accordance with Section 3.06, exceeds the aggregate of all interest and other
income realized during such period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan, as of
any date of determination, a rate per annum equal to the related Mortgage Rate
then in effect, minus the Servicing Fee Rate.
"Net Operating Income": With respect to any Mortgaged Property, for any
Mortgagor's fiscal year end, the total operating revenues derived from such
Mortgaged Property during such period, minus the total operating expenses
incurred in respect of such Mortgaged Property during such period and capital
expenditure reserves, other than (i) non-cash items such as depreciation, (ii)
amortization, (iii) actual capital expenditures and (iv) debt service on the
related Mortgage Loan.
"New Lease": Any lease of REO Property entered into at the direction of the
Special Servicer on behalf of the Trust, including any lease renewed, modified
or extended on behalf of the Trust, if the Trust has the right to renegotiate
the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or Nonrecoverable
Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously made or proposed
to be made in respect of a Mortgage Loan or REO Loan which, in the judgment of
the Servicer, the Trustee or the Fiscal Agent, as applicable, will not be
ultimately recoverable, together with any accrued and unpaid interest thereon,
from Late Collections or any other recovery on or in respect of such Mortgage
Loan or REO Loan. The determination by the Servicer, the Trustee or the Fiscal
Agent, as applicable, that it has made a Nonrecoverable P&I Advance or that any
proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officer's Certificate delivered to the Trustee, the
Paying Agent and the Depositor, in the case of the Servicer or the Fiscal Agent,
and to the Depositor and the Paying Agent, in the case of the Trustee. The
Officer's Certificate shall set forth such determination of nonrecoverability
and the considerations of the Servicer, the Trustee or Fiscal Agent, as
applicable, forming the basis of such determination (which shall include but
shall not be limited to information, to the extent available, such as related
income and expense statements, rent rolls, occupancy status, property
inspections, and shall include an Appraisal of the related Mortgage Loan or
Mortgaged Property, the cost of which Appraisal shall be advanced by the
Servicer as a Servicing Advance). The Trustee shall be entitled to conclusively
rely on the Servicer's determination that a P&I Advance is nonrecoverable and
the Fiscal Agent shall be entitled to conclusively rely on the Servicer's and/or
Trustee's determination that a P&I Advance is nonrecoverable.
"Nonrecoverable Servicing Advance": Any Servicing Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property which, in
the judgment of the Servicer, the Trustee or the Fiscal Agent, as the case may
be, will not be ultimately recoverable, together with any accrued and unpaid
interest thereon, from Late Collections or any other recovery on or in respect
of such Mortgage Loan or REO Property. The determination by the Servicer, the
Trustee or the Fiscal Agent, as the case may be, that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be evidenced by
an Officer's Certificate delivered to the Trustee, the Paying Agent and the
Depositor, in the case of the Servicer and the Fiscal Agent, and to the
Depositor and the Paying Agent, in the case of the Trustee. The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Servicer, the Trustee or the Fiscal Agent, as applicable,
forming the basis of such determination (which shall include but shall not be
limited to information, to the extent available, such as related income and
expense statements, rent rolls, occupancy status, property inspections, and
shall include an Appraisal of the related Mortgage Loan or Mortgaged Property,
the cost of which Appraisal shall be advanced by the Servicer as a Servicing
Advance). The Trustee will be entitled to conclusively rely on the Servicer's
determination that a Servicing Advance is nonrecoverable and the Fiscal Agent
shall be entitled to conclusively rely on the Servicer's and/or the Trustee's
determination that a Servicing Advance is nonrecoverable.
"Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class F, Class G, Class H or Class R Certificate.
"Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form 4224 or (ii) the
Transferee delivers to both the Transferor and the Certificate Registrar an
opinion of a nationally recognized tax counsel to the effect that such Transfer
is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such Transfer of the Residual Certificate will
not be disregarded for federal income tax purposes.
"Notional Amount": The Class X Notional Amount.
"Offered Certificates": The Class A, Class P, Class B, Class C, Class D,
Class E and Class X Certificates.
"Officer's Certificate": A certificate signed by a Servicing Officer of the
Servicer or the Special Servicer, as the case may be, or a Responsible Officer
of the Trustee.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Servicer or the Special
Servicer, acceptable in form and delivered to the Trustee, except that any
opinion of counsel relating to (a) the qualification of the REMIC as a REMIC,
(b) compliance with the REMIC Provisions, or (c) the resignation of the
Servicer, the Special Servicer, the Depositor pursuant to Section 6.04, must be
an opinion of counsel who is in fact Independent of the Depositor, the Servicer
or the Special Servicer as applicable.
"Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class X Certificates), the initial aggregate
principal amount thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.
"Original Notional Amount": With respect to the Class X Notional Amount,
the initial Notional Amount thereof as of the Closing Date, as specified in the
Preliminary Statement.
"Original Value": The Appraised Value of a Mortgaged Property based upon
the Appraisal conducted in connection with the origination of the related
Mortgage Loan.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Ownership Interest": As to any Certificate, any ownership or security
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as owner or as
pledgee.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate, the Class A-2
Pass-Through Rate, the Class X Pass-Through Rate, the Class B Pass-Through Rate,
the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E
Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate
and the Class H Pass-Through Rate. The Class P Certificates shall not have a
Pass-Through Rate.
"Paying Agent": Any agent of the Servicer appointed to act as Paying Agent
pursuant to Section 5.06.
"Penalty Charges": With respect to any Mortgage Loan (or successor REO
Loan), any amounts actually collected thereon from the Mortgagor that represent
late payment charges or Default Interest, other than a Prepayment Premium or
Yield Maintenance Charge.
"Percentage Interest": As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made with respect to the
related Class. With respect to any Regular Certificate, the percentage interest
is equal to the Denomination of such Certificate divided by the initial
Certificate Balance or Notional Amount, as applicable, of such Class of
Certificates as of the Closing Date. With respect to a Residual Certificate, the
percentage interest is set forth on the face thereof.
"Permitted Investments": Any one or more of the following obligations or
securities, regardless whether issued by the Depositor, the Servicer, the
Special Servicer, the Trustee or any of their respective Affiliates and having
the required ratings, if any, provided for in this definition:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of
America, FNMA, FHLMC or any agency or instrumentality of the United
States of America the obligations of which are backed by the full
faith and credit of the United States of America; provided that any
obligation of, or guarantee by, FNMA or FHLMC, other than an unsecured
senior debt obligation of FNMA or FHLMC, shall be a Permitted
Investment only if such investment would not result in the
downgrading, withdrawal or qualification of the then current ratings
assigned by each Rating Agency to any Certificate as evidenced in
writing;
(ii) demand and time deposits, certificates of deposit, or
bankers' acceptances that mature in one year or less after the date of
issuance and are issued or held by any depository institution or trust
company incorporated or organized under the laws of the United States
of America or any State thereof and subject to supervision and
examination by federal or state banking authorities, so long as the
commercial paper or other short-term debt obligations of such
depository institution or trust company are rated at least "A-1+" by
S&P and "F-1+" by Fitch or would not result in the downgrading,
withdrawal or qualification of the then current ratings assigned by
each Rating Agency to any Certificate or the long-term debt
obligations of such depository institution or trust company have the
Certificate Rating;
(iii) any demand or time deposit or certificate of deposit that
is fully insured by FDIC;
(iv) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has a
remaining maturity of one year or less and where such repurchase
obligation has been entered into with a depository institution or
trust company (acting as principal) described in clause (ii) above;
(v) debt obligations bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the United
States of America or any state thereof, which securities have ratings
from S&P and Fitch at least equal to the highest long-term credit
ratings assigned by S&P and Fitch, unless otherwise specified in
writing by each of the Rating Agencies; provided that securities
issued by any particular corporation will not be Permitted Investments
to the extent that investment therein will cause the then-outstanding
principal amount of securities issued by such corporation and held in
the accounts established hereunder to exceed 10% of the sum of the
aggregate principal balance and the aggregate principal amount of all
Permitted Investments in such accounts;
(vi) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand or on a specified date maturing in one year or less after the
date of issuance thereof and which is rated at least "A-1+" by S&P and
"F-1+" by Fitch;
(vii) units of investment funds that maintain a constant net
asset value, including money market funds, rated "AAAm" by S&P and in
the highest category by Fitch;
(viii) certificates or receipts representing ownership interests
in future interest or principal payments on obligations described in
clause (i) above and the Rating Agencies have confirmed in writing
that such investments will not lead to the downgrading, withdrawal or
qualification of any rating then assigned by the Rating Agencies to
any Certificate; and
(ix) any other demand, money market or time deposit, obligation,
security or investment, (a) with respect to which each Rating Agency
shall have confirmed in writing that such investment will not result
in a downgrade, qualification or withdrawal of the then-current rating
of the Certificates that are currently being rated by such Rating
Agency and (b) which qualifies as a "cash flow investment" pursuant to
Section 860G(a)(6) of the Code;
provided, however, that in each case, if the investment is rated by S&P, (a) it
shall not have an "r" highlighter affixed to its rating from S&P, (b) it shall
have a predetermined fixed dollar of principal due at maturity that cannot vary
or change and (c) any such investment that provides for a variable rate of
interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any; and provided, further, however, that no such
instrument shall be a Permitted Investment (a) if such instrument evidences
principal and interest payments derived from obligations underlying such
instrument and the interest payments with respect to such instrument provide a
yield to maturity at the time of acquisition of greater than 120% of the yield
to maturity at par of such underlying obligations or (b) if such instrument may
be redeemed at a price below the purchase price; and provided, further, however,
that no amount beneficially owned by the Trust Fund (even if not yet deposited
in the Trust) may be invested in investments (other than money market funds)
treated as equity interests for federal income tax purposes, unless the Servicer
receives an Opinion of Counsel, at its own expense, to the effect that such
investment will not adversely affect the status of the Trust Fund as a REMIC
under the Code or result in imposition of a tax on such REMIC. Permitted
Investments that are subject to prepayment or call may not be purchased at a
price in excess of par.
"Person": Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance made by the
Servicer, the Trustee or the Fiscal Agent, as applicable, pursuant to Section
4.03 or Section 7.05.
"P&I Advance Date": The Business Day immediately prior to each Distribution
Date.
"P&I Advance Determination Date": With respect to any Distribution Date,
the 12th day of the month in which such Distribution Date occurs, or if such
12th day is not a Business Day, the Business Day immediately succeeding such
date.
"Placement Agents": Any of (i) Chase Securities Inc., (ii) Bear, Stearns &
Co. Inc., (iii) PaineWebber Incorporated, or (iv) The Chase Real Estate Finance
Securitization Corp.
"Plan": As defined in Section 5.02(c).
"Prepayment Assumption": A CPR (as defined in the Prospectus) of 0% used
for determining the accrual of original issue discount, market discount and
premium, if any, on the Certificates for federal income tax purposes.
"Prepayment Premium": Any premium, penalty or fee (other than a Yield
Maintenance Charge) paid or payable, as the context requires, by a Mortgagor in
connection with a Principal Prepayment.
"Principal Distribution Amount": With respect to any Distribution Date, 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.
"Principal Prepayment": Any payment of principal made by the Mortgagor on a
Mortgage Loan which is received in advance of its scheduled Due Date and which
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.
"Principal Shortfall": For any Distribution Date after the initial
Distribution Date, the amount, if any, by which (a) the related Principal
Distribution Amount for the preceding Distribution Date, exceeded (b) the
aggregate amount distributed in respect of principal on the Class A, Class P,
the Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates for such preceding Distribution Date pursuant to Section 4.01(a) on
such preceding Distribution Date. The Principal Shortfall for the initial
Distribution Date will be zero.
"Prospectus": The Prospectus dated May 28, 1996, as supplemented by the
Prospectus Supplement dated June 28, 1996, relating to the offering of the
Offered Certificates.
"Purchase Price": With respect to any Mortgage Loan to be purchased by a
Mortgage Loan Seller pursuant to Section 3 of the related Mortgage Loan Purchase
Agreement, by the Servicer or the Special Servicer pursuant to Section 3.18(b),
or by the Servicer, the Special Servicer or the holder of the majority
Percentage Interest in the Class R Certificates pursuant to Section 9.01 or to
be otherwise sold pursuant to Section 3.18(c), a price equal to:
(i) the outstanding principal balance of such Mortgage Loan as of
the date of purchase; plus
(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; plus
(iii) all related unreimbursed Servicing Advances and accrued and
unpaid interest on related Advances at the Reimbursement Rate, and
unpaid Special Servicing Fees allocable to such Mortgage Loan; plus
(iv) if such Mortgage Loan is being purchased by a Mortgage Loan
Seller pursuant to Section 3 of the related Mortgage Loan Purchase
Agreement, all expenses reasonably incurred or to be incurred by the
Servicer, the Special Servicer, the Depositor and the Trustee in
respect of the Breach or Defect giving rise to the repurchase
obligation, including any expenses arising out of the enforcement of
the repurchase obligation.
With respect to any REO Property to be sold pursuant to Section 3.18(c), the
amount calculated in accordance with the preceding sentence in respect of the
related REO Loan.
"Qualified Institutional Buyer": As defined in Section 5.02(b).
"Qualified Insurer": (i) With respect to any Mortgage Loan, REO Loan or REO
Property, an insurance company or security or bonding company qualified to write
the related Insurance Policy in the relevant jurisdiction with a minimum claims
paying ability rating of at least "A" by S&P and Fitch, or, if not rated by
Fitch, at least "A" or its equivalent by two other nationally recognized
statistical rating agencies, and (ii) with respect to the fidelity bond and
errors and omissions Insurance Policy required to be maintained pursuant to
Section 3.07(c), an insurance company that has a claims paying ability rated no
lower than two ratings below the rating assigned to the then highest rated
outstanding Certificate, but in no event lower than "A" by Fitch and S&P, or, in
the case of clauses (i) and (ii), such other rating as each Rating Agency shall
have confirmed in writing will not cause such Rating Agency to downgrade,
qualify or withdraw the then current rating assigned to any of the Certificates
that are then currently being rated by such Rating Agency.
"Rated Final Distribution Date": As to each Class of Certificates, July 18,
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.
"Rating Agency": Each of S&P and Fitch or their successors in interest. If
neither such rating agency nor any successor remains in existence, "Rating
Agency" shall be deemed to refer to such other nationally recognized statistical
rating agency or other comparable Person designated by the Depositor, notice of
which designation shall be given to the Trustee and the Servicer, and specific
ratings of S&P and Fitch herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.
"Record Date": With respect to any Distribution Date, the last Business Day
of the month immediately preceding the month in which such Distribution Date
occurs.
"Registrar Office": As defined in Section 5.02(a).
"Regular Certificate": Any of the Class A, Class P, Class B, Class C, Class
D, Class E, Class F, Class G, Class H and Class X Certificates.
"Reimbursement Rate": The rate per annum applicable to the accrual of
interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the "Prime Rate" published in the "Money Rates" section of The Wall Street
Journal (or, if such section or publication is no longer available, such other
comparable publication as determined by the Trustee in its reasonable
discretion) as may be in effect from time to time, or, if the "Prime Rate" no
longer exists, such other comparable rate (as determined by the Trustee in its
reasonable discretion) as may be in effect from time to time.
"REMIC": A "real estate mortgage investment conduit" as defined in Section
860D of the Code (or any successor thereto) which comprises the Trust Fund, the
assets of which consist of the Mortgage Loans, any REO Property with respect
thereto, such amounts as shall be held from time to time in the Certificate
Account, the REO Account, if any, and the Distribution Account, and all other
property included in the Trust Fund.
"REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
proposed, temporary and final Treasury regulations and any rulings promulgated
thereunder, as the foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross income
of the character described in Section 856(d) of the Code.
"REO Account": A segregated custodial account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Lennar
Partners, Inc., as Special Servicer, in trust for registered holders of Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1996-1, REO Account." Any such account or accounts shall be
an Eligible Account.
"REO Acquisition": The date of acquisition for federal income tax purposes
of any REO Property pursuant to Section 3.09.
"REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.03(d).
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan deemed for purposes hereof to be outstanding
with respect to each REO Property. Each REO Loan shall be deemed to be
outstanding for so long as the related REO Property remains part of the Trust
Fund as providing for Assumed Scheduled Payments on each Due Date therefor in
the full amount of all interest accrued thereon at the applicable Mortgage Rate
during the related REO Loan Accrual Period, and otherwise as having the same
terms and conditions as its predecessor Mortgage Loan, including, without
limitation, with respect to the calculation of the Mortgage Rate in effect from
time to time (such terms and conditions to be applied without regard to the
default on such predecessor Mortgage Loan). Each REO Loan shall be deemed to
have an initial outstanding principal balance and Stated Principal Balance equal
to the outstanding principal balance and Stated Principal Balance, respectively,
of its predecessor Mortgage Loan as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan as of the
date of the related REO Acquisition, including, without limitation, accrued and
unpaid interest, shall continue to be due and owing in respect of an REO Loan.
All amounts payable or reimbursable to the Servicer, the Special Servicer, the
Fiscal Agent or the Trustee, as applicable, in respect of the predecessor
Mortgage Loan as of the date of the related REO Acquisition, including, without
limitation, any unpaid Special Servicing Fees and Servicing Fees and any
unreimbursed Advances, together with any interest accrued and payable to the
Servicer, the Fiscal Agent or the Trustee in respect of such Advances in
accordance with Section 3.03(d) or Section 4.03(d), shall continue to be payable
or reimbursable to the Servicer, the Trustee or the Fiscal Agent in respect of
an REO Loan. Collections in respect of each REO Loan (exclusive of amounts to be
applied to the payment of, or to be reimbursed to the Servicer or the Special
Servicer for the payment of, the costs of operating, managing and maintaining
the related REO Property) shall be treated: first, as a recovery of accrued and
unpaid interest on such REO Loan at the related Mortgage Rate in effect from
time to time to but not including the Due Date in the Due Period of receipt;
second, as a recovery of principal of such REO Loan to the extent of its entire
unpaid principal balance; and third, in accordance with the Servicing Standards
of the Servicer, as a recovery of any other amounts due and owing in respect of
such REO Loan, including, without limitation, Yield Maintenance Charges,
Prepayment Premiums and Penalty Charges.
"REO Loan Accrual Period": With respect to any REO Loan and any Due Date
therefor, the one month period immediately preceding such Due Date.
"REO Property": A Mortgaged Property acquired by the Special Servicer on
behalf of, and in the name of, the Trustee for the benefit of the
Certificateholders through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.
"REO Revenues": All income, rents and profits derived from the ownership,
operation or leasing of any REO Property.
"Request for Release": A release signed by a Servicing Officer of the
Servicer or the Special Servicer, as applicable, in the form of Exhibit F
attached hereto.
"Residual Certificate": Any Class R Certificate issued, authenticated and
delivered hereunder.
"Responsible Officer": When used with respect to the initial Trustee, any
Vice President, Assistant Vice President, corporate trust officer or assistant
corporate trust officer in the Asset-Backed Securities Trust Services Group of
LaSalle National Bank, and with respect to any successor Trustee, any officer or
assistant officer in the corporate trust department of the Trustee, or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers to whom a particular matter is
referred by the Trustee because of such officer's knowledge of and familiarity
with the particular subject.
"Scheduled Principal Distribution Amount": With respect to any Distribution
Date, the aggregate of the principal portions of (a) all Monthly Payments
(excluding Balloon Payments), due in respect of the Mortgage Loans during or, if
and to the extent not previously received or advanced pursuant to Section 4.03
in respect of 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 either (i) paid by the Mortgagor as of the Business Day preceding the
related P&I Advance Date (and not previously distributed to Certificateholders)
or (ii) advanced by the Servicer, the Trustee or the Fiscal Agent, as
applicable, pursuant to Section 4.03 in respect of such Distribution Date, and
(b) all Balloon Payments to the extent received during the related Due Period,
and to the extent not included in clause (a) above.
"Securities Act": The Securities Act of 1933, as amended.
"Security Agreement": With respect to any Mortgage Loan, any security
agreement or equivalent instrument, whether contained in the related Mortgage or
executed separately, creating in favor of the holder of such Mortgage a security
interest in the personal property constituting security for repayment of such
Mortgage Loan.
"Servicer": The Chase Manhattan Bank, CCMB Servicing Division, 380 Madison
Avenue, 11th Floor, New York, New York 10017 (Attention: Janice Smith, V.P.) and
its successor in interest and assigns, or any successor Servicer appointed as
herein provided.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses (including attorneys' fees and expenses and fees of
real estate brokers) incurred by the Servicer in connection with the servicing
and administering of (a) a Mortgage Loan in respect of which a default,
delinquency or other unanticipated event has occurred or as to which a default
is reasonably foreseeable or (b) an REO Property, including, but not limited to,
the cost of (i) compliance with the Servicer's obligations set forth in Section
3.03(c), (ii) the preservation, restoration and protection of a Mortgaged
Property, (iii) obtaining any Insurance and Condemnation Proceeds or any
Liquidation Proceeds of the nature described in clauses (i) - (iv) of the
definition of "Liquidation Proceeds", (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures, and
(v) the operation, leasing, management, maintenance and liquidation of any REO
Property.
"Servicing Fee": With respect to each Mortgage Loan and REO Loan, the fee
payable to the Servicer pursuant to the first paragraph of Section 3.11(a).
"Servicing Fee Rate": A rate equal to 0.10775% per annum with respect to
Mortgage Loans sold to the Depositor by The Chase Manhattan Bank (formerly known
as Chemical Bank), and 0.17875% per annum with respect to any other Mortgage
Loans, in each case computed on the basis of the Stated Principal Balance of the
related Mortgage Loan and for the same period for which any related interest
payment on the related Mortgage Loan is computed.
"Servicing Officer": Any officer and/or employee of the Servicer or the
Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans, whose name and specimen signature appear on a
list of servicing officers furnished by the Servicer to the Trustee and the
Depositor on the Closing Date as such list may be amended from time to time
thereafter.
"Servicing Standards": As defined in Section 3.01(a).
"Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the following events:
(i) a payment default shall have occurred on such Mortgage Loan
at its original maturity date, or if the maturity date of such
Mortgage Loan has been extended, a payment default occurs on such
Mortgage Loan at its extended maturity date; or
(ii) any Monthly Payment (other than a Balloon Payment) is 60
days or more delinquent; or
(iii) the date upon which the Servicer determines that a payment
default has occurred or is imminent and is not likely to be cured by
the related Mortgagor within 60 days; or
(iv) the date upon which a decree or order of a court or agency
or supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, being entered
against the related Mortgagor; provided that if such decree or order
is discharged or stayed within 60 days of being entered, such Mortgage
Loan shall not be a Specially Serviced Mortgage Loan (and no Special
Servicing Fees, Workout Fees or Liquidation Fees will be payable with
respect thereto); or
(v) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings
of or relating to such Mortgagor or of or relating to all or
substantially all of its property; or
(vi) the related Mortgagor shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vii) the Servicer has received notice of the foreclosure or
proposed foreclosure of any lien on the related Mortgaged Property.
"Similar Law": As defined in Section 5.02 (c).
"Special Servicer": Lennar Partners, Inc., a Florida corporation, or any
successor special servicer appointed as herein provided.
"Special Servicing Fee": With respect to each Specially Serviced Mortgage
Loan and REO Loan, the fee payable to the Special Servicer pursuant to the first
paragraph of Section 3.11(b).
"Special Servicing Fee Rate": With respect to each Specially Serviced
Mortgage Loan and each REO Loan, 0.250% per annum computed on the basis of the
Stated Principal Balance of the related Mortgage Loan and for the same period
for which any related interest payment on the related Specially Serviced
Mortgage Loan is computed.
"Specially Serviced Mortgage Loan": As defined in Section 3.01(a).
"Startup Day": The day designated as such in Section 10.01(b).
"Stated Principal Balance": With respect to any Mortgage Loan, as of any
date of determination, an amount equal to (x) the Cut-off Date Principal Balance
of such Mortgage Loan, plus (y) any Mortgage Deferred Interest added to the
principal balance of such Mortgage Loan on or before the end of the immediately
preceding Due Period minus (z) the sum of:
(i) the principal portion of each Monthly Payment due on such
Mortgage Loan after the Cut-off Date, to the extent received from the
Mortgagor or advanced by the Servicer and distributed to
Certificateholders on or before such date of determination;
(ii) all Principal Prepayments received with respect to such
Mortgage Loan after the Cut-off Date, to the extent distributed to
Certificateholders on or before such date of determination;
(iii) the principal portion of all Insurance and Condemnation
Proceeds and Liquidation Proceeds received with respect to such
Mortgage Loan after the Cut-off Date, to the extent distributed to
Certificateholders on or before such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred prior
to the end of the Due Period for the most recent Distribution Date.
Notwithstanding the foregoing, solely for purposes of the definition of
"Class P Principal Distribution Amount", the Stated Principal Balance of each
Mortgage Loan will be determined without giving effect to any addition of any
Mortgage Loan Deferred Interest to the principal balance of any Discount
Mortgage Loan pursuant to clause (y) above.
With respect to any REO Loan, as of any date of determination, an amount
equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of
the date of the related REO Acquisition, minus (y) the sum of:
(i) the principal portion of any P&I Advance made with respect to
the predecessor Mortgage Loan on or after the date of the related REO
Acquisition, to the extent distributed to Certificateholders on or
before such date of determination; and
(ii) the principal portion of all Insurance and Condemnation
Proceeds, Liquidation Proceeds and REO Revenues received with respect
to such REO Loan, to the extent distributed to Certificateholders on
or before such date of determination.
A Mortgage Loan or an REO Loan shall be deemed to be part of the Trust Fund
and to have an outstanding Stated Principal Balance until the Distribution Date
on which the payments or other proceeds, if any, received in connection with a
Liquidation Event in respect thereof are to be (or, if no such payments or other
proceeds are received in connection with such Liquidation Event, would have
been) distributed to Certificateholders.
"Subordinate Certificate": Any Class B, Class C, Class D, Class E, Class F,
Class G or Class H Certificate.
"Sub-Servicer": Any Person with which the Servicer or the Special Servicer
has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement": The written contract between the Servicer or the
Special Servicer, as the case may be, and any Sub-Servicer relating to servicing
and administration of Mortgage Loans as provided in Section 3.22.
"Tax Returns": The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
"The Chase Manhattan Bank": The Chase Manhattan Bank (previously known as
Chemical Bank), a commercial bank chartered and existing under the laws of the
State of New York, or any corporation into which it may be merged, consolidated
or converted or any corporation resulting from any merger, consolidation or
conversion to which it shall be a party, or any corporation succeeding to its
business.
"Transfer": Any direct or indirect transfer, sale, pledge, hypothecation,
or other form of assignment of any Ownership Interest in a Certificate.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transfer Affidavit": As defined in Section 5.02(d).
"Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.
"Transferor Letter": As defined in Section 5.02(d).
"Trust": The trust created hereby.
"Trust Fund": The segregated pool of assets subject hereto, constituting
the trust created hereby and to be administered hereunder, consisting of: (i)
the Mortgage Loans as from time to time are subject to this Agreement and all
payments under and proceeds of such Mortgage Loans received after the Cut-off
Date (other than payments of principal and interest due and payable on such
Mortgage Loans on or before the Cut-off Date), together with all documents
included in the related Mortgage Files; (ii) such funds or assets as from time
to time are deposited in the Certificate Account, the Distribution Account, any
Servicing Accounts, and, if established, the REO Account; (iii) any REO
Property; (iv) the rights of the mortgagee under all Insurance Policies with
respect to the Mortgage Loans; and (v) the rights of the Depositor under
Sections 2, 3, 9, 11 and 13 of the Mortgage Loan Purchase Agreements.
"Trustee": LaSalle National Bank, in its capacity as trustee and its
successors in interest, or any successor trustee appointed as herein provided.
"Trustee Exception Report": As defined in Section 2.02(e).
"Trustee Fee": The fee to be paid to the Trustee by the Servicer (pursuant
to the terms of a separate fee agreement between the Trustee and the Servicer)
as compensation for the Trustee's activities under this Agreement.
"UCC": The Uniform Commercial Code, as enacted in each applicable state.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana, the comparable provisions of
Louisiana law.
"Underwriter": Any of (i) Chase Securities Inc., (ii) Bear, Stearns & Co.
Inc. and (iii) Paine Webber Incorporated.
"Uninsured Cause": Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies or flood insurance policies required to be
maintained pursuant to Section 3.07.
"Unscheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of:
(a) all Principal Prepayments received on the Mortgage Loans
during the related Due Period; and
(b) the principal portions of all Liquidation Proceeds, Insurance
and Condemnation Proceeds and, if applicable, REO Revenues received
with respect to the Mortgage Loans and any REO Loans during the
related Due Period, but in each case only to the extent that such
principal portion represents a recovery of principal for which no
advance was previously made pursuant to Section 4.03 in respect of a
preceding Distribution Date.
"U.S. Person": 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, or an estate or trust whose
income is subject to United States federal income tax regardless of its source.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various
Classes of Certificateholders as follows: (i) 4% in the case of the Class X
Certificates, and (ii) in the case of any other Class of Regular 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 the
Regular Certificates, each determined as of the Distribution Date immediately
preceding such time. The Class R Certificates will not 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.
"Weighted Average Net Mortgage Rate": The weighted average of the
applicable Net Mortgage Rates (assuming, for purposes of this definition only,
that the Net Mortgage Rate of each Discount Mortgage Loan is equal to 7.600% per
annum) of 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.
"Workout Fee": The fee paid to the Special Servicer with respect to each
Corrected Mortgage Loan.
"Workout Fee Rate": A fee of 1% of each collection of interest and
principal, including (i) Monthly Payments, (ii) Balloon Payments and (iii)
payments (other than those included in clause (i) or (ii) of this definition) at
maturity, received on each Corrected Mortgage Loan for so long as it remains a
Corrected Mortgage Loan.
"Yield Maintenance Charges": With respect to any Mortgage Loan, the yield
maintenance charge set forth in the related Mortgage Loan documents.
"Yield Rate": With respect to any Mortgage Loan, the yield rate set forth
in the related Mortgage Loan documents.
SECTION 1.02. Certain Calculations.
Unless otherwise specified herein, for purposes of determining amounts with
respect to the Certificates and the rights and obligations of the parties
hereto, the following provisions shall apply:
(i) All calculations of interest provided for herein shall be made on the
basis of a 360-day year consisting of twelve 30-day months.
(ii) Any Mortgage Loan payment is deemed to be received on the date such
payment is actually received by the Servicer, the Special Servicer or the
Trustee; provided, however, that for purposes of calculating distributions on
the Certificates, Principal Prepayments with respect to any Mortgage Loan are
deemed to be received on the date they are applied in accordance with the
Servicing Standards consistent with the terms of the related Mortgage Note and
Mortgage to reduce the outstanding principal balance of such Mortgage Loan on
which interest accrues.
(iii) Any reference to the Certificate Balance of any Class of Certificates
on or as of a Distribution Date shall refer to the Certificate Balance of such
Class of Certificates on such Distribution Date after giving effect to (a) any
distributions made on such Distribution Date pursuant to Section 4.01(a), (b)
any Collateral Support Deficit allocated to such Class on such Distribution Date
pursuant to Section 4.04, and (c) the addition of any Certificate Deferred
Interest allocated to such Class and added to such Certificate Balance pursuant
to Section 4.06(b).
[End of Article I]
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
---------------------------------
SECTION 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse, for the benefit of the
Certificateholders all the right, title and interest of the Depositor, including
any security interest therein for the benefit of the Depositor, in, to and under
(i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections
2, 3, 9, 11 and 13 of the Mortgage Loan Purchase Agreements and (iii) all other
assets included or to be included in the Trust Fund. Such assignment includes
all interest and principal received or receivable on or with respect to the
Mortgage Loans (other than payments of principal and interest due and payable on
the Mortgage Loans on or before the Cut-off Date). The transfer of the Mortgage
Loans and the related rights and property accomplished hereby is absolute and,
notwithstanding Section 11.07, is intended by the parties to constitute a sale.
(b) In connection with the Depositor's assignment pursuant to subsection
(a) above, the Depositor shall direct, and hereby represents and warrants that
it has directed, the Mortgage Loan Sellers pursuant to each Mortgage Loan
Purchase Agreement to deliver to and deposit with, or cause to be delivered to
and deposited with, the Trustee or a Custodian appointed thereby, on or before
the Closing Date, the Mortgage File for each Mortgage Loan so assigned. If a
Mortgage Loan Seller cannot deliver, or cause to be delivered as to any Mortgage
Loan, the original Mortgage Note, such Mortgage Loan Seller shall deliver a copy
or duplicate original of such Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed. If a Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
any of the documents and/or instruments referred to in clauses (ii), (iv),
(vii), (viii), (xi) and (xii) of the definition of "Mortgage File", with
evidence of recording thereon, solely because of a delay caused by the public
recording office where such document or instrument has been delivered for
recordation, the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to
such non-delivered document or instrument, and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, provided
that a photocopy of such non-delivered document or instrument (certified by such
Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted for recording) is delivered to the Trustee or a Custodian appointed
thereby on or before the Closing Date, and either the original of such
non-delivered document or instrument, or a photocopy thereof (certified by the
appropriate county recorder's office to be a true and complete copy of the
original thereof submitted for recording), with evidence of recording thereon,
is delivered to the Trustee or such Custodian within 120 days of the Closing
Date (or within such longer period after the Closing Date as the Trustee may
consent to, which consent shall not be unreasonably withheld so long as such
Mortgage Loan Seller is, as certified in writing to the Trustee no less often
than monthly, in good faith attempting to obtain from the appropriate county
recorder's office such original or photocopy). If a Mortgage Loan Seller cannot
deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (vii), (viii), (xi) and
(xii) of the definition of "Mortgage File", with evidence of recording thereon,
for any other reason, including, without limitation, that such non-delivered
document or instrument has been lost, the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, provided that a photocopy of such non-delivered document or
instrument (with evidence of recording thereon and certified by the appropriate
county recorder's office to be a true and complete copy of the original thereof
submitted for recording) is delivered to the Trustee or a Custodian appointed
thereby on or before the Closing Date. Neither the Trustee nor any Custodian
shall in any way be liable for any failure by any Mortgage Loan Seller or the
Depositor to comply with the delivery requirements of the Mortgage Loan Purchase
Agreements and this Section 2.01(b).
(c) Except under the circumstances provided for in the last sentence of
this subsection (c), the Trustee shall, as to each Mortgage Loan, deliver or
cause to be delivered to the Servicer, and the Servicer shall, as to each
Mortgage Loan, at the expense of the related Mortgage Loan Seller, promptly (and
in any event within 90 days of the Closing Date) cause to be submitted for
recording or filing, as the case may be, in the appropriate public office for
real property records or UCC Financing Statements, as appropriate, each
assignment to the Trustee referred to in clauses (iii) and (v) of the definition
of "Mortgage File" and each UCC-2 and UCC-3 to the Trustee referred to in clause
(xi) of the definition of "Mortgage File". Each such assignment shall reflect
that it should be returned by the public recording office to the Trustee
following recording, and each such UCC-2 and UCC-3 shall reflect that the file
copy thereof should be returned to the Trustee following filing. If any such
document or instrument is lost or returned unrecorded or unfiled, as the case
may be, because of a defect therein, the Trustee shall direct the applicable
Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement
promptly to prepare or cause to be prepared a substitute therefor or cure such
defect, as the case may be, and thereafter the Servicer shall upon receipt
thereof cause the same to be duly recorded or filed, as appropriate.
Notwithstanding the foregoing, there shall be no requirement to record any
assignment to the Trustee referred to in clause (iii) or (v) of the definition
of "Mortgage File", or to file any UCC-2 or UCC-3 to the Trustee referred to in
clause (xi) of the definition of "Mortgage File", in those jurisdictions where,
in the written opinion of local counsel acceptable to the Depositor and the
Trustee, such recordation and/or filing is not required to protect the Trustee's
interest in the related Mortgage Loans against sale, further assignment,
satisfaction or discharge by the related Mortgage Loan Seller, the Servicer, the
Special Servicer, any Sub-Servicer or the Depositor.
(d) All documents and records in the Depositor's or any Mortgage Loan
Seller's possession relating to the Mortgage Loans (including financial
statements, operating statements, and any other information provided by the
respective Mortgagor from time to time) that are not required to be a part of a
Mortgage File in accordance with the definition thereof shall be delivered to
the Servicer on or before the Closing Date and shall be held by the Servicer on
behalf of the Trustee in trust for the benefit of the Certificateholders.
(e) In connection with the Depositor's assignment pursuant to subsection
(a) above, the Depositor shall deliver, and hereby represents and warrants that
it has delivered, to the Trustee and the Servicer, on or before the Closing
Date, a fully executed original counterpart of each Mortgage Loan Purchase
Agreement, as in full force and effect, without amendment or modification, on
the Closing Date.
(f) The Depositor shall use its best efforts to require that, promptly
after the Closing Date, but in all events within three Business Days after the
Closing Date, each Mortgage Loan Seller shall cause all funds on deposit in
escrow accounts maintained with respect to the Mortgage Loans in the name of
such Mortgage Loan Seller or any other name to be transferred to the Servicer
(or a Sub-Servicer) for deposit into Servicing Accounts.
SECTION 2.02. Acceptance by Trustee.
(a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf, subject to the
provisions of Section 2.01 and to any exceptions noted on the Trustee Exception
Report, of the documents specified in clauses (i)-(v), (viii) and (ix) of the
definition of "Mortgage File" with respect to each Mortgage Loan, of a fully
executed original counterpart of each Mortgage Loan Purchase Agreement and of
all other assets included in the Trust Fund, in good faith and without notice of
any adverse claim, and declares that it or a Custodian on its behalf holds and
will hold such documents and the other documents delivered or caused to be
delivered by the Mortgage Loan Seller constituting the Mortgage Files, and that
it holds and will hold such other assets included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.
(b) Within 60 days of the Closing Date, the Trustee or a Custodian on its
behalf shall review each of the Mortgage Loan documents delivered or caused to
be delivered by the Mortgage Loan Seller constituting the Mortgage Files; and,
promptly following such review (but in no event later than 90 days after the
Closing Date), the Trustee shall certify in writing to each of the Depositor,
the Servicer, the Special Servicer and each Mortgage Loan Seller that, as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or any Mortgage Loan specifically identified in any exception
report annexed thereto as not being covered by such certification), (i) all
documents specified in clauses (i) - (v), (viii), (ix), (xi) and (xii) of the
definition of "Mortgage File" are in its possession, (ii) all documents
delivered or caused to be delivered by the Mortgage Loan Sellers constituting
the Mortgage Files have been reviewed by it or by a Custodian on its behalf and
appear regular on their face and relate to such Mortgage Loan, and (iii) based
on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in
clauses (i), (iv), (vi), (viii)(a) and (viii)(c) of the definition of "Mortgage
Loan Schedule" is correct.
(c) The Trustee or a Custodian on its behalf shall review each of the
Mortgage Loan documents received thereby subsequent to the Closing Date; and, on
or about the first anniversary of the Closing Date, the Trustee shall certify in
writing to each of the Depositor, the Servicer, the Special Servicer and each
Mortgage Loan Seller that, as to each Mortgage Loan listed on the Mortgage Loan
Schedule (other than any Mortgage Loan as to which a Liquidation Event has
occurred or any Mortgage Loan specifically identified in any exception report
annexed thereto as not being covered by such certification), (i) all documents
specified in clauses (i) - (v), (viii), (ix), (xi) and (xii) of the definition
of "Mortgage File" are in its possession, (ii) it or a Custodian on its behalf
has received either a recorded original of each of the assignments specified in
clause (iii) and, insofar as an unrecorded original thereof had been delivered
or caused to be delivered by the related Mortgage Loan Seller, pursuant to
clause (v) of the definition of "Mortgage File" or a copy of such recorded
original certified by the applicable public recording office to be true and
complete, (iii) all Mortgage Loan documents received by it or any Custodian have
been reviewed by it or by such Custodian on its behalf and appear regular on
their face and relate to such Mortgage Loan, and (iv) based on the examinations
referred to in subsection (b) above and this subsection (c) and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule
with respect to the items specified in clauses (i), (iv), (vi), (viii) (a) and
(viii) (c) of the definition of "Mortgage Loan Schedule" is correct.
(d) It is herein acknowledged that neither the Trustee nor any Custodian is
under any duty or obligation (i) to determine whether any of the documents
specified in clauses (iv) - (viii), (x) and (xiii) of the definition of
"Mortgage File" exist or are required to be delivered by the Depositor, the
Mortgage Loan Sellers or any other Person or (ii) to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are genuine,
enforceable or appropriate for the represented purpose or that they are other
than what they purport to be on their face.
(e) If, in the process of reviewing the Mortgage Files or at any time
thereafter, the Trustee or any Custodian finds any document or documents
constituting a part of a Mortgage File to have not been properly executed or,
subject to Section 2.01(b), to have not been delivered, to contain information
that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule, or to be defective on its face (each, a
"Defect" in the related Mortgage File), the Trustee shall promptly so notify the
Depositor, the Servicer, the Special Servicer and the applicable Mortgage Loan
Seller (and in no event later than 90 days after the Closing Date), by providing
a written report (the "Trustee Exception Report"), setting forth for each
affected Mortgage Loan, with particularity, the nature of such Defect.
SECTION 2.03. Representations, Warranties and Covenants of the Depositor;
Mortgage Loan Seller's Repurchase of Mortgage Loans for
Defects in Mortgage Files and Breaches of Representations
and Warranties.
(a) The Depositor hereby represents and warrants that:
(i) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York,
and the Depositor has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement by
it, and has the power and authority to execute, deliver and perform
this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign
and transfer the Mortgage Loans in accordance with this Agreement;
(ii) Assuming the due authorization, execution and delivery of
this Agreement by each other party hereto, this Agreement and all of
the obligations of the Depositor hereunder are the legal, valid and
binding obligations of the Depositor, enforceable against the
Depositor in accordance with the terms of this Agreement, except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally, and by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law);
(iii) The execution and delivery of this Agreement and the
performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the
Depositor is subject, or conflict with, result in a breach of or
constitute a default under any of the terms, conditions or provisions
of the certificate of incorporation or the by-laws of the Depositor or
any indenture, agreement or instrument to which the Depositor is a
party or by which it is bound, or any order or decree applicable to
the Depositor, or result in the creation or imposition of any lien on
any of the Depositor's assets or property, which would materially and
adversely affect the ability of the Depositor to carry out the
transactions contemplated by this Agreement; the Depositor has
obtained any consent, approval, authorization or order of any court or
governmental agency or body required for the execution, delivery and
performance by the Depositor of this Agreement;
(iv) There is no action, suit or proceeding pending or, to the
Depositor's knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which
would materially and adversely affect the validity of the Mortgage
Loans or the ability of the Depositor to carry out the transactions
contemplated by this Agreement; and
(v) The Depositor is the lawful owner of the Mortgage Loans with
the full right to transfer the Mortgage Loans to the Trust and the
Mortgage Loans have been validly transferred to the Trust.
(b) If any Certificateholder, the Servicer, the Special Servicer or the
Trustee discovers or receives notice of a Defect in any Mortgage File or a
breach of any representation or warranty set forth in, or required to be made
with respect to a Mortgage Loan by a Mortgage Loan Seller pursuant to, the
related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or Breach,
as the case may be, materially and adversely affects the value of any Mortgage
Loan or the interests of the Certificateholders therein, such Certificateholder,
the Servicer, the Special Servicer or the Trustee, as applicable, shall give
prompt written notice of such Defect or Breach, as the case may be, to the
Depositor, the Servicer, the Special Servicer and the related Mortgage Loan
Seller and shall request that such Mortgage Loan Seller, not later than the
earlier of 90 days from such Mortgage Loan Seller's receipt of such notice or
such Mortgage Loan Seller's discovery of such Breach, cure such Defect or
Breach, as the case may be, in all material respects or repurchase the affected
Mortgage Loan at the applicable Purchase Price or in conformity with the related
Mortgage Loan Purchase Agreement. Any Defect or Breach which causes any Mortgage
Loan not to be a "qualified mortgage" (within the meaning of Section 860G(a)(3)
of the Code) shall be deemed to materially and adversely affect the interest of
Certificateholders therein. If the affected Mortgage Loan is to be repurchased,
the Trustee shall designate the Certificate Account as the account into which
funds in the amount of the Purchase Price are to be deposited by wire transfer.
(c) In connection with any repurchase of a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Servicer and the Special Servicer shall each
tender to the applicable Mortgage Loan Seller, upon delivery to each of the
Trustee, the Servicer and the Special Servicer of a trust receipt executed by
such Mortgage Loan Seller, all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File that was endorsed or assigned to the
Trustee shall be endorsed or assigned, as the case may be, to such Mortgage Loan
Seller in the same manner as provided in Section 3 of the Mortgage Loan Purchase
Agreement.
(d) Section 3 of each Mortgage Loan Purchase Agreement provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Defect in a Mortgage File or any Breach of
any representation or warranty set forth in or required to be made pursuant to
Section 2 of such Mortgage Loan Purchase Agreement.
(e) The Trustee and the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall, for the benefit of the Certificateholders, enforce the
obligations of each Mortgage Loan Seller under Section 3 of the Mortgage Loan
Purchase Agreements. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in such form, to such extent and at
such time as the Trustee or the Special Servicer, as the case may be, would
require were it, in its individual capacity, the owner of the affected Mortgage
Loan(s). The Trustee and the Special Servicer, as the case may be, shall be
reimbursed for the reasonable costs of such enforcement: first, from a specific
recovery of costs, expenses or attorneys' fees against the applicable Mortgage
Loan Seller; second, pursuant to Section 3.05(a)(vii) out of the related
Purchase Price, to the extent that such expenses are a specific component
thereof; and third, if at the conclusion of such enforcement action it is
determined that the amounts described in clauses first and second are
insufficient, then pursuant to Section 3.05(a)(viii) out of general collections
on the Mortgage Loans on deposit in the Certificate Account.
SECTION 2.04. Execution of Certificates.
The Trustee hereby acknowledges the assignment to it of the Mortgage Loans
and, subject to Sections 2.01 and 2.02, the delivery to it or a Custodian on its
behalf of the Mortgage Files and a fully executed original counterpart of each
Mortgage Loan Purchase Agreement, together with the assignment to it of all
other assets included in the Trust Fund. Concurrently with such assignment and
delivery and in exchange therefor, the Trustee acknowledges that it has caused
the Certificate Registrar to execute and caused the Authenticating Agent to
authenticate and deliver to or upon the order of the Depositor, in exchange for
the Mortgage Loans, the Regular Certificates and the Class R Certificates, and
the Depositor hereby acknowledges the receipt by it or its designees, of such
Certificates in authorized Denominations evidencing the entire beneficial
ownership of the Trust Fund.
[End of Article II]
<PAGE>
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
---------------------------
SECTION 3.01. Servicer to Act as Servicer; Special Servicer to Act
as Special Servicer; Administration of the Mortgage Loans.
(a) Each of the Servicer and the Special Servicer shall diligently service
and administer the Mortgage Loans it is obligated to service pursuant to this
Agreement 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 this Agreement and the terms of the
respective Mortgage Loans and, to the extent consistent with the foregoing, and
in accordance with the higher of the following standards of care: (1) the same
manner in which, and with the same care, skill, prudence and diligence with
which the 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 commercial and multifamily mortgage lenders servicing their own
mortgage loans and (2) 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, if
applicable, in either case exercising reasonable business judgment and acting in
accordance with applicable law, the terms of this 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 Special Servicer, as the case may be, in its reasonable judgment, but without
regard to: (i) any relationship that the Servicer or the Special Servicer, as
the case may be, or any Affiliate thereof may have with the related Mortgagor;
(ii) the ownership of any Certificate by the Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof; (iii) the Servicer's obligation to
make Advances; and (iv) the Servicer's or Special Servicer's, as the case may
be, right to receive compensation for its services hereunder or with respect to
any particular transaction (the foregoing, collectively referred to as the
"Servicing Standards"). Without limiting the foregoing, subject to Section 3.21,
the Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans as to which a Servicing Transfer Event has occurred and is
continuing (the "Specially Serviced Mortgage Loans"), and (ii) any REO
Properties; provided, that the Servicer shall continue to make all calculations,
and prepare, or cause to be prepared, all reports to the Certificateholders,
required hereunder with respect to the Specially Serviced Mortgage Loans as if
no Servicing Transfer Event had occurred and with respect to the REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred, and to render
such incidental services with respect to such Specially Serviced Mortgage Loans
and REO Properties as are specifically provided for herein; provided, further,
however, that the Servicer shall not be liable for failure to comply with such
duties insofar as such failure results from a failure of the Special Servicer to
provide sufficient information to the Servicer to comply with such duties. Each
Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as
such until satisfaction of the conditions specified in Section 3.21(a). Without
limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated
to service and administer all Mortgage Loans which are not Specially Serviced
Mortgage Loans; provided, that the Special Servicer shall make the inspections,
use its reasonable best efforts to collect the statements and shall prepare the
reports in respect of the related Mortgaged Properties with respect to Specially
Serviced Mortgage Loans in accordance with Section 3.12.
(b) Subject only to the Servicing Standards and the terms of this Agreement
and of the respective Mortgage Loans, the Servicer and the Special Servicer each
shall have full power and authority, acting alone, to do or cause to be done any
and all things in connection with such servicing and administration which it may
deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Servicer and the Special Servicer, in its own name, is hereby
authorized and empowered by the Trustee and obligated to execute and deliver, on
behalf of the Certificateholders and the Trustee or any of them, with respect to
each Mortgage Loan it is obligated to service under this Agreement, any and all
financing statements, continuation statements and other documents or instruments
necessary to maintain the lien created by the related Mortgage or other security
document in the related Mortgage File on the related Mortgaged Property and
related collateral; subject to Section 3.20, any and all modifications, waivers,
amendments or consents to or with respect to any documents contained in the
related Mortgage File; and any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments. Subject to Section 3.10, the Trustee shall furnish, or
cause to be furnished, to the Servicer or the Special Servicer any powers of
attorney and other documents necessary or appropriate to enable the Servicer or
the Special Servicer, as the case may be, to carry out its servicing and
administrative duties hereunder; provided, however, that the Trustee shall not
be held liable for any negligence with respect to, or misuse of, any such power
of attorney by the Servicer or the Special Servicer.
(c) The relationship of the Servicer to the Trustee under this Agreement is
intended by the parties to be that of an independent contractor and not that of
a joint venturer, partner or agent.
SECTION 3.02. Collection of Mortgage Loan Payments.
(a) Each of the Servicer and the Special Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans it is obligated to service hereunder, and shall follow such
collection procedures as are consistent with this Agreement (including, without
limitation, the Servicing Standards). Consistent with the foregoing, the
Servicer or the Special Servicer each may in its discretion waive any Penalty
Charge in connection with any delinquent payment on a Mortgage Loan it is
obligated to service hereunder.
(b) All amounts collected on any Mortgage Loan in the form of payments from
Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be
applied to amounts due and owing under the related Mortgage Note and Mortgage
(including, without limitation, for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Mortgage Note and
Mortgage and, in the absence of such express provisions, shall be applied (after
reimbursement to the Servicer, the Trustee and/or the Fiscal Agent for any
related Servicing Advances and interest thereon as provided herein): first, as a
recovery of 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 receipt; second, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance; and third, in
accordance with the Servicing Standards, as a recovery of any other amounts due
and owing on such Mortgage Loan, including, without limitation, Prepayment
Premiums, Yield Maintenance Charges and Penalty Charges. Amounts collected on
any REO Loan shall be deemed to be applied in accordance with the definition
thereof.
SECTION 3.03. Collection of Taxes, Assessments and Similar Items; Servicing
Accounts.
(a) The Servicer shall establish and maintain one or more accounts (the
"Servicing Accounts"), into which all Escrow Payments shall be deposited and
retained, and shall administer such Servicing Accounts in accordance with the
Mortgage Loan documents. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of real estate taxes, assessments, insurance premiums,
ground rents (if applicable) and comparable items; (ii) reimburse the Servicer,
the Trustee or the Fiscal Agent for any Servicing Advances; (iii) refund to
Mortgagors any sums as may be determined to be overages; (iv) pay interest to
Mortgagors on balances in the Servicing Account, if required by applicable law
or the terms of the related Mortgage Loan and as described below or, if not so
required, to the Servicer; (v) withdraw amounts deposited in error; or (vi)
clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01. As part of its servicing duties, the Servicer
shall pay or cause to be paid to the Mortgagors interest on funds in Servicing
Accounts, to the extent required by law or the terms of the related Mortgage
Loan.
(b) The Special Servicer, in the case of REO Loans, and the Servicer, in
the case of all other Mortgage Loans, shall maintain accurate records with
respect to each related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien thereon
and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans, and the Servicer, in
the case of all other Mortgage Loans, shall obtain, from time to time, all bills
for the payment of such items (including renewal premiums) and shall effect
payment thereof from the REO Account or by the Servicer as Servicing Advances
prior to the applicable penalty or termination date, employing for such purpose
Escrow Payments (which shall be so applied by the Servicer at the written
direction of the Special Servicer in the case of REO Loans) as allowed under the
terms of the related Mortgage Loan. To the extent that a Mortgage Loan does not
require a Mortgagor to escrow for the payment of real estate taxes, assessments,
insurance premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Servicer, in the case of all other
Mortgage Loans, shall require that payments in respect of such items be made by
the Mortgagor at the time they first become due.
(c) In accordance with the Servicing Standards and for all Mortgage Loans,
the Servicer shall advance with respect to each related Mortgaged Property
(including any REO Property) all such funds as are necessary for the purpose of
effecting the payment of (i) real estate taxes, assessments and other similar
items that are or may become a lien thereon, (ii) ground rents (if applicable),
and (iii) premiums on Insurance Policies, in each instance if and to the extent
Escrow Payments collected from the related Mortgagor are insufficient to pay
such item when due and the related Mortgagor has failed to pay such item on a
timely basis, and provided, however, that the particular advance would not, if
made, constitute a Nonrecoverable Servicing Advance and provided, further,
however, that with respect to the payment of taxes and assessments, the Servicer
shall not be required to make such advance until the earlier of five Business
Days after the Servicer has received confirmation that such item has not been
paid or the date prior to the date after which any penalty or interest would
accrue in respect of such taxes or assessments. The Special Servicer shall give
the Servicer, the Trustee and the Fiscal Agent not less than five Business Days'
notice before the date on which the Servicer is requested to make any Servicing
Advance with respect to a given Mortgage Loan or REO Property; provided,
however, that only two Business Days' notice shall be required in respect of
Servicing Advances required to be made on an urgent or emergency basis (which
may include, without limitation, Servicing Advances required to make tax or
insurance payments). In addition, the Special Servicer shall provide the
Servicer, the Trustee and the Fiscal Agent with such information in its
possession as the Servicer, the Trustee or the Fiscal Agent, as applicable, may
reasonably request to enable the Servicer, the Trustee or the Fiscal Agent, as
applicable, to determine whether a requested Servicing Advance would constitute
a Nonrecoverable Advance. All such advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in
Section 3.05. No costs incurred by the Servicer or the Special Servicer in
effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The failure by the Servicer to make any required Servicing Advance as and when
due shall constitute an Event of Default under Section 7.01(a)(i) and the
Trustee shall make such Servicing Advance pursuant to Section 7.05. If the
Trustee fails to make such Servicing Advance, the Fiscal Agent shall make such
Servicing Advance pursuant to Section 7.05.
(d) In connection with its recovery of any Servicing Advance out of the
Certificate Account pursuant to Section 3.05(a), each of the Servicer, the
Trustee and the Fiscal Agent, as the case may be, shall be entitled to receive,
out of any amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to but not including the date of
reimbursement. The Servicer shall reimburse itself, the Trustee or the Fiscal
Agent, as the case may be, for any outstanding Servicing Advance as soon as
practically possible after funds available for such purpose are deposited in the
Certificate Account.
(e) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of a Mortgage Loan, the Servicer
shall request from the Mortgagor written confirmation thereof within a
reasonable time after the later of the Closing Date and the date as of which
such plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within
a reasonable time after the later of the Closing Date and the date as of which
such action or remediations are required to be or to have been taken or
completed. To the extent a Mortgagor shall fail to promptly respond to any
inquiry described in this Section 3.03(e), the Servicer shall determine whether
the related Mortgagor has failed to perform its obligations under the related
Mortgage Loan and report any such failure to the Special Servicer within a
reasonable time after the later of July 1, 1997 and the date as of which such
actions or remediations are required to be or to have been taken or completed.
SECTION 3.04. The Certificate Account and the Distribution Account.
(a) The Servicer shall establish and maintain, or cause to be established
and maintained, a Certificate Account in which the Servicer shall deposit or
cause to be deposited on a daily basis (and in no event later than the Business
Day following receipt of available funds), except as otherwise specifically
provided herein, the following payments and collections received or made by or
on behalf of it subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due and payable on or before the
Cut-off Date), or payments (other than Principal Prepayments) received by it on
or prior to the Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest (including, without
limitation, Default Interest) on the Mortgage Loans (net of the
Servicing Fees), late payment charges, Prepayment Premiums and Yield
Maintenance Charges;
(iii) all Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of any Mortgage Loan or REO Property
(other than Liquidation Proceeds that are received in connection with
the Servicer's, the Special Servicer's or the holder's of the Class R
Certificates purchase of all the Mortgage Loans and any REO Properties
in the Trust Fund and that are to be deposited in the Distribution
Account pursuant to Section 9.01);
(iv) any amounts required to be transferred from the REO Account
pursuant to Section 3.16(c);
(v) any amounts required to be deposited by the Servicer pursuant
to Section 3.06 in connection with losses incurred with respect to
Permitted Investments of funds held in the Certificate Account; and
(vi) any amounts required to be deposited by the Servicer or the
Special Servicer pursuant to Section 3.07(b) in connection with losses
resulting from a deductible clause in a blanket hazard policy.
The foregoing requirements for deposit in the Certificate Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow
Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees or amounts collected for mortgagor checks
returned for insufficient funds need not be deposited by the Servicer in the
Certificate Account. If the Servicer shall deposit in the Certificate Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Assumption, extension and modification fees actually received
from Mortgagors on Mortgage Loans or Specially Serviced Mortgage Loans shall be
promptly delivered to the Special Servicer as additional servicing compensation,
but only to the extent the payment of such fees are in accordance with the
second paragraph of Section 3.11(b) and any other terms hereof.
Upon receipt of any of the foregoing amounts with respect to any Specially
Serviced Mortgage Loans, the Special Servicer shall remit within one Business
Day such amounts to the Servicer for deposit into the Certificate Account in
accordance with the second preceding paragraph. Any such amounts received by the
Special Servicer with respect to an REO Property shall be deposited by the
Special Servicer into the REO Account and remitted to the Servicer for deposit
into the Certificate Account pursuant to Section 3.16(c). With respect to any
such amounts paid by check to the order of the Special Servicer, the Special
Servicer shall endorse without recourse or warranty such check to the order of
the Servicer and shall promptly deliver any such check to the Servicer by
overnight courier.
Funds in the Certificate Account may be invested in Permitted Investments
in accordance with the provisions of Section 3.06. The Servicer shall give
notice to the Trustee, the Special Servicer and the Depositor of the location of
the Certificate Account as of the Closing Date and of the new location of the
Certificate Account prior to any change thereof.
(b) The Paying Agent, on behalf of the Trustee, shall establish and
maintain the Distribution Account in trust for the benefit of the
Certificateholders. The Trustee hereby authorizes the Paying Agent to make
deposits in and withdrawals from the Distribution Account in accordance with the
terms of this Agreement. The Servicer shall deliver to the Paying Agent each
month on or before the P&I Advance Date therein, for deposit in the Distribution
Account, that portion of the Available Distribution Amount (calculated without
regard to clause (a)(iv), (a)(v), (a)(vi) and (c) of the definition thereof) for
the related Distribution Date then on deposit in the Certificate Account.
In addition to the amounts required to be deposited in the Distribution
Account pursuant to the foregoing paragraph, the Servicer shall, as and when
required hereunder, deliver to the Paying Agent for deposit in the Distribution
Account:
(i) any amounts required to be deposited by the Servicer pursuant
to Section 3.06 in connection with losses incurred with respect to
Permitted Investments of funds held in the Distribution Account;
(ii) any P&I Advances required to be made by the Servicer in
accordance with Section 4.03;
(iii) any Liquidation Proceeds paid by the Servicer or the
Depositor in connection with the purchase of all of the Mortgage Loans
and any REO Properties in the Trust Fund pursuant to Section 9.01
(exclusive of that portion thereof required to be deposited in the
Certificate Account pursuant to Section 9.01);
(iv) any Yield Maintenance Charges or Prepayment Premiums; and
(v) any other amounts required to be so delivered for deposit in
the Distribution Account pursuant to any provision of this Agreement.
The Paying Agent shall, upon receipt, deposit in the Distribution Account
any and all amounts received by the Paying Agent that are required by the terms
of this Agreement to be deposited therein. In the event the Trustee receives any
amounts required to be remitted to the Paying Agent or the Distribution Account
pursuant to the terms hereof, the Trustee shall remit such amounts as soon as
possible, but in no event later than one (1) Business Day following receipt. The
Trustee shall remit to the Paying Agent for deposit in the Distribution Account
any P&I Advances required to be made by it or the Fiscal Agent, as the case may
be, in accordance with Section 7.05.
Immediately after the deposit of all funds in the Distribution Account and
prior to the close of business on such P&I Advance Date, the Paying Agent shall
deposit in the Distribution Account an aggregate amount of immediately available
funds equal to the amount of any Prepayment Premiums and Yield Maintenance
Charges for such Distribution Date allocated in payment of the Certificates as
specified in Sections 4.01(a)(i) and 4.01(c), respectively.
Pursuant to Section 3.06, the Servicer shall deliver to the Paying Agent
for deposit in the Distribution Account any amounts required to be deposited
therein in connection with losses incurred with respect to Permitted Investments
of funds held in the Distribution Account.
Funds on deposit in the Distribution Account and/or the Certificate Account
may be invested in Permitted Investments in accordance with the provisions of
Section 3.06. As of the Closing Date, the Certificate Account shall be located
at the offices of the Servicer. The Servicer shall give notice to the Trustee,
the Paying Agent, the Special Servicer and the Depositor of the location of the
Certificate Account and of any new location of the Certificate Account prior to
any change thereof. As of the Closing Date, the Distribution Account shall be
located at the offices of the Paying Agent. The Paying Agent shall give notice
to the Trustee, the Servicer and the Depositor of the location of the
Distribution Account and of the new location of the Distribution Account prior
to any change thereof.
SECTION 3.05. Permitted Withdrawals From the Certificate Account and the
Distribution Account.
(a) The Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes:
(i) to remit to the Paying Agent for deposit in the Distribution
Account the amounts required to be remitted pursuant to the first
paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a);
(ii) to pay itself unpaid Servicing Fees and the Special Servicer
unpaid Special Servicing Fees, Liquidation Fees, and Workout Fees in
respect of each Mortgage Loan, Specially Serviced Mortgage Loan and
REO Loan, as applicable, the Servicer's rights to payment pursuant to
this clause (ii) with respect to any Mortgage Loan, Specially Serviced
Mortgage Loan or REO Loan, as applicable, being limited to amounts
received on or in respect of such Mortgage Loan (whether in the form
of payments, Liquidation Proceeds or Insurance and Condemnation
Proceeds) or such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds) that are
allocable as a recovery of interest thereon;
(iii) to reimburse itself, the Trustee or the Fiscal Agent, as
applicable, for unreimbursed P&I Advances, the Servicer's, the
Trustee's or the Fiscal Agent's right to reimburse itself pursuant to
this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fees) on
and principal of the particular Mortgage Loans and REO Loans with
respect to which such P&I Advances were made;
(iv) to reimburse itself, the Trustee or the Fiscal Agent, as
applicable, for unreimbursed Servicing Advances, the Servicer's, the
Trustee's or the Fiscal Agent's respective rights to receive payment
pursuant to this clause (iv) with respect to any Mortgage Loan or REO
Property being limited to, as applicable, related payments,
Liquidation Proceeds, Insurance and Condemnation Proceeds and REO
Revenues;
(v) to reimburse itself, the Trustee or the Fiscal Agent, as
applicable, for Nonrecoverable Advances out of general collections on
the Mortgage Loans and REO Properties;
(vi) at such time as it reimburses itself, the Trustee or the
Fiscal Agent, as applicable, for (a) any unreimbursed P&I Advance
pursuant to clause (iii) above, to pay itself, the Trustee or the
Fiscal Agent, as applicable, any interest accrued and payable thereon
in accordance with Section 4.03(d), (b) any unreimbursed Servicing
Advances pursuant to clause (iv) above, to pay itself, the Trustee or
the Fiscal Agent, as the case may be, any interest accrued and payable
thereon in accordance with Section 3.03(d), or (c) any Nonrecoverable
Advances pursuant to clause (v) above, to pay itself, the Trustee or
the Fiscal Agent, as the case may be, any interest accrued and payable
thereon;
(vii) to reimburse itself, the Special Servicer, the Depositor or
the Trustee, as the case may be, for any unreimbursed expenses
reasonably incurred by such Person in respect of any Breach or Defect
giving rise to a repurchase obligation of any Mortgage Loan Seller
under Section 3 of the related Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the
enforcement of the repurchase obligation, each such Person's right to
reimbursement pursuant to this clause (vii) with respect to any
Mortgage Loan being limited to that portion of the Purchase Price paid
for such Mortgage Loan that represents such expense in accordance with
clause (iv) of the definition of Purchase Price;
(viii) in accordance with Section 2.03(d), to reimburse itself or
the Trustee, as the case may be, out of general collections on the
Mortgage Loans and REO Properties for any unreimbursed expense
reasonably incurred by such Person in connection with the enforcement
of any Mortgage Loan Seller's obligations under Section 3 of the
Mortgage Loan Purchase Agreements, but only to the extent that such
expenses are not reimbursable pursuant to clause (vii) above or
otherwise;
(ix) to pay for costs and expenses incurred by the Trust Fund
pursuant to Section 3.09(c) out of general collections on the Mortgage
Loans and REO Properties;
(x) to pay itself, as additional servicing compensation in
accordance with Section 3.11(a), (a) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the
Certificate Account as provided in Section 3.06(b) (but only to the
extent of the Net Investment Earnings with respect to the Certificate
Account for any period from any Distribution Date to the immediately
succeeding P&I Advance Date), and (b) Penalty Charges on Mortgage
Loans (other than Specially Serviced Mortgage Loans) but only to the
extent collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Mortgage Loan
have been paid and are not needed to pay interest on Advances; and to
pay the Special Servicer, as additional servicing compensation in
accordance with the second paragraph of Section 3.11(b), Penalty
Charges on Specially Serviced Mortgage Loans (but only to the extent
collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Specially
Serviced Mortgage Loan have been paid);
(xi) to recoup any amounts deposited in the Certificate Account
in error;
(xii) to pay itself, the Special Servicer, the Depositor, the
Extension Adviser or any of their respective directors, officers,
employees and agents, as the case may be, any amounts payable to any
such Person pursuant to Sections 6.03(a) or 6.03(b);
(xiii) to pay for (a) the cost of the Opinions of Counsel
contemplated by Section 10.01(f) to the extent payable out of the
Trust Fund, (b) the cost of any Opinion of Counsel contemplated by
Section 11.01(a) or (c) in connection with an amendment to this
Agreement requested by the Trustee or the Servicer, which amendment is
in furtherance of the rights and interests of Certificateholders, and
(c) the cost of obtaining the REO Extension contemplated by Section
3.16(a);
(xiv) to pay out of general collections on the Mortgage Loans and
REO Properties any and all federal, state and local taxes imposed on
the REMIC or its assets or transactions, together with all incidental
costs and expenses, to the extent that none of the Servicer, the
Special Servicer, the Fiscal Agent or the Trustee is liable therefor
pursuant to Section 10.01(g);
(xv) to reimburse the Servicer out of general collections on the
Mortgage Loans and REO Properties for expenses incurred by and
reimbursable to it by the Trust Fund pursuant to Section 10.01(c);
(xvi) to pay itself, the Special Servicer, or the Mortgage Loan
Sellers, as the case may be, with respect to each Mortgage Loan, if
any, previously purchased by such Person pursuant to this Agreement,
all amounts received thereon subsequent to the date of purchase; and
(xvii) to clear and terminate the Certificate Account at the
termination of this Agreement pursuant to Section 9.01.
The Servicer shall keep and maintain separate accounting records, on a
loan-by-loan and property-by-property basis when appropriate, for the purpose of
justifying any withdrawal from the Certificate Account.
(b) The Paying Agent, on behalf of the Trustee, may, from time to time,
make withdrawals from the Distribution Account for any of the following
purposes:
(i) to make distributions to Certificateholders on each
Distribution Date pursuant to Section 4.01 or 9.01, as applicable;
(ii) to pay the Servicer, as additional servicing compensation in
accordance with the second paragraph of Section 3.11(a), interest and
investment income earned in respect of amounts relating to the Trust
Fund held in the Distribution Account as provided in Section 3.06(b)
(but only to the extent of the Net Investment Earnings with respect to
the Distribution Account for any period from any Distribution Date to
the immediately succeeding P&I Advance Date);
(iii) [Intentionally Omitted];
(iv) to pay to the Trustee or any of its directors, officers,
employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05(b);
(v) to pay for the cost of the Opinion of Counsel contemplated by
Section 11.01(c) in connection with any amendment to this Agreement
requested by the Trustee; and
(vi) to clear and terminate the Distribution Account at the
termination of this Agreement pursuant to Section 9.01.
SECTION 3.06. Investment of Funds in the Certificate Account, the
Distribution Account and the REO Account.
(a) The Servicer may direct any depository institution maintaining the
Certificate Account or the Distribution Account (each, for purposes of this
Section 3.06, an "Investment Account") and the Special Servicer may direct any
depository institution maintaining the REO Account (also for purpose of this
Section 3.06, an "Investment Account") to invest, or if it is such depository
institution, may itself invest, the funds held therein in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, (i) no later than the Business Day immediately preceding the next
succeeding date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if a Person other than the depository
institution maintaining such account is the obligor thereon, and (ii) no later
than the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the depository institution maintaining such
account is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any investment of funds in an Investment
Account shall be made in the name of the Trustee (in its capacity as such). The
Servicer (in the case of the Certificate Account) or the Special Servicer (in
the case of the REO Account), on behalf of the Trustee, shall maintain
continuous possession of any Permitted Investment of amounts in the Certificate
Account or REO Account that is either (i) a "certificated security", as such
term is defined in the UCC, or (ii) other property in which a secured party may
perfect its security interest by possession under the UCC or any other
applicable law. Possession of any such Permitted Investment by the Servicer or
the Special Servicer shall constitute possession by a person designated by the
Trustee for purposes of Section 8-313 of the UCC and possession by the Trustee,
as secured party, for purposes of Section 9-305 of the UCC and any other
applicable law. Except as otherwise provided herein, the Trustee shall have sole
control (except with respect to investment direction) over Permitted Investments
of amounts in the Distribution Account. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on
demand, the Servicer (in the case of the Certificate Account), the Special
Servicer (in the case of the REO Account) or the Paying Agent (in the case of
the Distribution Account) shall:
(i) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the
lesser of (1) all amounts then payable thereunder and (2) the amount
required to be withdrawn on such date; and
(ii) demand payment of all amounts due thereunder promptly upon
determination by the Servicer, the Special Servicer or the Trustee, as
the case may be, that such Permitted Investment would not constitute a
Permitted Investment in respect of funds thereafter on deposit in the
Investment Account.
(b) Interest and investment income realized on funds deposited in each of
the Certificate Account and the Distribution Account, to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from
any Distribution Date to the immediately succeeding P&I Advance Date, shall be
for the sole and exclusive benefit of the Servicer and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.05(a)
or 3.05(b), as the case may be. Interest and investment income realized on funds
deposited in the REO Account, to the extent of the Net Investment Earnings, if
any, with respect to such account for each period from any Distribution Date to
the immediately succeeding P&I Advance Date, shall be for the sole and exclusive
benefit of the Trust Fund and shall be subject to its withdrawal in accordance
with Section 3.16(c). In the event that any loss shall be incurred in respect of
any Permitted Investment on deposit in any of the Certificate Account, the
Distribution Account or the REO Account, the Servicer (in the case of the
Certificate Account and the Distribution Account) or the Special Servicer (in
the case of the REO Account) shall deposit therein, no later than the P&I
Advance Date, without right of reimbursement, the amount of the Net Investment
Loss, if any, with respect to such account for the period from the immediately
preceding Distribution Date to such P&I Advance Date.
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.
SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage.
(a) The Servicer shall use its reasonable best efforts to cause the
Mortgagor to maintain, to the extent required by the terms of the related
Mortgage Note, or if the Mortgagor does not so maintain, shall itself maintain,
for each Mortgage Loan all Insurance Policy coverage as is required under the
related Mortgage (to the extent that the Trustee has an insurable interest and
such Insurance Policy coverage is available at commercially reasonable rates,
consistent with the Servicing Standard); provided that if any Mortgage permits
the holder thereof to dictate to the Mortgagor the Insurance Policy coverage to
be maintained on such Mortgaged Property, the Servicer shall impose such
insurance requirements as are consistent with the Servicing Standards. Subject
to Section 3.17(a), the Special Servicer shall maintain for each REO Property no
less Insurance Policy coverage than was previously required of the Mortgagor
under the related Mortgage Loan. All such Insurance Policies shall (i) contain a
"standard" mortgagee clause, with loss payable to the Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of Mortgage Loans other
than REO Properties), (ii) be in the name of the Special Servicer (in the case
of insurance maintained in respect of REO Properties) on behalf of the Trustee,
(iii) include coverage in an amount not less than the lesser of the full
replacement cost of the REO Property or the outstanding principal balance owing
on the related REO Loan, (iv) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under
the related Mortgage Loan documents), and (v) be issued by a Qualified Insurer
authorized under applicable law to issue such Insurance Policies. Any amounts
collected by the Servicer or the Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or REO Property or amounts to be released to the
related Mortgagor, in each case in accordance with the Servicing Standards and
the provisions of the related Mortgage Loan) shall be deposited in the
Certificate Account, subject to withdrawal pursuant to Section 3.05(a). Any cost
incurred by the Servicer in maintaining any such Insurance Policies in respect
of Mortgage Loans (other than REO Properties) (i) if the Mortgagor defaults on
its obligation to do so, shall be advanced by the Servicer as a Servicing
Advance and will be charged to the related Mortgagor, and (ii) shall not, for
purposes thereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit. Any cost incurred by the Special Servicer in maintaining any such
Insurance Policies with respect to REO Properties shall be an expense of the
Trust payable out of the related REO Account pursuant to Section 3.16(c) or, if
the amount on deposit therein is insufficient therefor, advanced by the Servicer
as a Servicing Advance.
(b)(i) If the Servicer or the Special Servicer shall obtain and maintain a
blanket Insurance Policy with a Qualified Insurer insuring against fire and
hazard losses on all of the Mortgage Loans or REO Properties, as the case may
be, required to be serviced and administered hereunder, then, to the extent such
Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Servicer or the Special Servicer shall conclusively be
deemed to have satisfied its obligation to cause fire and hazard insurance to be
maintained on the related Mortgaged Properties or REO Properties. Such Insurance
Policy may contain a deductible clause, in which case the Servicer or the
Special Servicer shall, if there shall not have been maintained on the related
Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more
losses which would have been covered by such Insurance Policy, promptly deposit
into the Certificate Account from its own funds the amount of such loss or
losses that would have been covered under the individual policy but are not
covered under the blanket Insurance Policy because of such deductible clause to
the extent that any such deductible exceeds the deductible limitation that
pertained to the related Mortgage Loan, or in the absence of such deductible
limitation, the deductible limitation which is consistent with the Servicing
Standard. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
the Trustee and Certificateholders, claims under any such blanket Insurance
Policy in a timely fashion in accordance with the terms of such policy. The
Special Servicer, to the extent consistent with the Servicing Standards, may
maintain earthquake insurance on REO Properties, provided coverage is available
at commercially reasonable rates.
(ii) If the Servicer or the Special Servicer shall cause any
Mortgaged Property or REO Property to be covered by a master single
interest insurance policy with a Qualified Insurer naming the Servicer
or the Special Servicer on behalf of the Trustee as the loss payee,
then to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, the Servicer
or the Special Servicer shall conclusively be deemed to have satisfied
its obligation to cause such insurance to be maintained on the related
Mortgage Properties and REO Properties. In the event the Servicer or
the Special Servicer shall cause any Mortgaged Property or REO
Property to be covered by such master single interest insurance
policy, the incremental costs of such insurance applicable to such
Mortgaged Property or REO Property (i.e., other than any minimum or
standby premium payable for such policy whether or not any Mortgaged
Property or REO Property is covered thereby) shall be paid by the
Servicer as a Servicing Advance. Such master single interest policy
may contain a deductible clause, in which case the Servicer or the
Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy
otherwise complying with the provisions of Section 3.07(a), and there
shall have been one or more losses which would have been covered by
such policy had it been maintained, deposit into the Certificate
Account from its own funds the amount not otherwise payable under the
master single interest policy because of such deductible clause, to
the extent that any such deductible exceeds the deductible limitation
that pertained to the related Mortgage Loan, or, in the absence of any
such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard.
(c) Each of the Servicer and the Special Servicer shall obtain and maintain
at its own expense and keep in full force and effect throughout the term of this
Agreement a blanket fidelity bond and an errors and omissions Insurance Policy
with a Qualified Insurer covering the Servicer's and the Special Servicer's, as
applicable, officers and employees and other persons acting on behalf of the
Servicer and the Special Servicer in connection with its activities under this
Agreement. Notwithstanding the foregoing, so long as the long term debt or the
deposit obligations or claims-paying ability of the Servicer (or its immediate
or remote parent) is rated at least "A" by S&P and "A" by Fitch (if rated by
Fitch), the Servicer shall be allowed to provide self-insurance with respect to
a fidelity bond. The amount of coverage shall be at least equal to the coverage
that would be required by FNMA or FHLMC, whichever is greater, with respect to
the Servicer or the Special Servicer if the Servicer or the Special Servicer, as
applicable, were servicing and administering the Mortgage Loans or Specially
Serviced Mortgage Loans, as applicable, for FNMA or FHLMC. Coverage of the
Servicer or the Special Servicer under a policy or bond obtained by an Affiliate
of the Servicer or the Special Servicer and providing the coverage required by
this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The
Special Servicer and the Servicer will promptly report in writing to the Trustee
any material changes that may occur in their respective fidelity bonds, if any,
and/or their respective errors and omissions Insurance Policies, as the case may
be, and will furnish to the Trustee copies of all binders and policies or
certificates evidencing that such bonds, if any, and insurance policies are in
full force and effect.
(d) During all such times as any Mortgaged Property shall be in a federally
designated special flood hazard area (and such flood insurance has been made
available), the Servicer will use its reasonable best efforts to cause the
related Mortgagor (in accordance with applicable law and the terms of the
Mortgage Loan documents) to maintain, and, if the related Mortgagor shall
default in its obligation to so maintain, shall itself maintain to the extent
available at commercially reasonable rates (as determined by the Servicer in
accordance with the Servicing Standards), flood insurance in respect thereof,
but only to the extent the related Mortgage Loan permits the mortgagee to
require such coverage and the maintenance of such coverage is consistent with
the Servicing Standards. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan, and
(ii) the maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If the cost of any insurance described above
is not borne by the Mortgagor, the Servicer shall promptly make a Servicing
Advance for such costs, subject to Section 3.03(c).
(e) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with 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 cost of any such flood insurance with
respect to an REO Property shall be an expense of the Trust payable out of the
related REO Account pursuant to Section 3.16(c) or, if the amount on deposit
therein is insufficient therefor, paid by the Servicer as a Servicing Advance.
SECTION 3.08. Enforcement of Due-On-Sale Clauses; Assumption Agreements.
(a) As to each Mortgage Loan which contains a provision in the nature of a
"due-on-sale" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale or other
transfer of an interest in the related Mortgaged Property; or
(ii) provides that such Mortgage Loan may not be assumed without
the consent of the mortgagee in connection with any such sale or other
transfer,
then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or waive its right to exercise) any right it may have with respect to
such Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold
its consent to any such sale or other transfer, in a manner consistent with the
Servicing Standards.
(b) As to each Mortgage Loan which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the creation of any
additional lien or other encumbrance on the related Mortgaged
Property; or
(ii) requires the consent of the mortgagee to the creation of any
such additional lien or other encumbrance on the related Mortgaged
Property,
then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or waive its right to exercise) any right it may have with respect to
such Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold
its consent to the creation of any such additional lien or other encumbrance, in
a manner consistent with the Servicing Standards.
(c) Nothing in this Section 3.08 shall constitute a waiver of the Trustee's
right, as the mortgagee of record, to receive notice of any assumption of a
Mortgage Loan, any sale or other transfer of the related Mortgaged Property or
the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.
(d) Except as otherwise permitted by Section 3.20, neither the Servicer nor
the Special Servicer shall agree to modify, waive or amend any term of any
Mortgage Loan in connection with the taking of, or the failure to take, any
action pursuant to this Section 3.08.
(e) Notwithstanding the foregoing, the Special Servicer shall not waive any
rights under a "due-on-encumbrance" clause with respect to any Mortgage Loan, or
under any "due-on-sale" clause with respect to any of the Mortgage Loans set
forth on Schedule 2 hereto 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.
SECTION 3.09. Realization Upon Defaulted Mortgage Loans.
(a) The Special Servicer shall, subject to subsections (b) through (d) of
this Section 3.09 and to Section 3.25(a), exercise reasonable efforts,
consistent with the Servicing Standards, to foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of
property securing such Mortgage Loans, as come into and continue in default as
to which no satisfactory arrangements can be made for collection of delinquent
payments, and which are not released from the Trust Fund pursuant to any other
provision hereof. The foregoing is subject to the provision that, in any case in
which a Mortgaged Property shall have suffered damage from an Uninsured Cause,
the Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has
determined in its reasonable discretion that such restoration will increase the
net proceeds of liquidation of such Mortgaged Property to Certificateholders
after reimbursement to the Servicer for such Servicing Advance, and the Servicer
has determined that such Servicing Advance together with accrued and unpaid
interest thereon will be recoverable by the Servicer out of the proceeds of
liquidation of such Mortgaged Property, as contemplated in Section 3.05(a). The
Special Servicer shall be responsible for all other costs and expenses incurred
by it in any such proceedings (such costs and expenses to be advanced by the
Servicer to the Special Servicer), provided that, in each case, such cost or
expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.
Nothing contained in this Section 3.09 shall be construed so as to require the
Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Servicer or the
Special Servicer in its reasonable and good faith judgment taking into account
the factors described in Section 3.18(e) and the results of any Appraisal
obtained pursuant to the following sentence, all such bids to be made in a
manner consistent with the Servicing Standards. If and when the Special Servicer
or the Servicer deems it necessary and prudent for purposes of establishing the
fair market value of any Mortgaged Property securing a Defaulted Mortgage Loan,
whether for purposes of bidding at foreclosure or otherwise, the Special
Servicer or the Servicer, as the case may be, is authorized to have an Appraisal
performed with respect to such property by an Independent MAI-designated
appraiser the cost of which shall be paid by the Servicer as a Servicing
Advance.
(b) The Special Servicer shall not acquire any personal property pursuant
to this Section 3.09 unless either:
(i) such personal property is incident to real property (within
the meaning of Section 856(e)(1) of the Code) so acquired by the
Special Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of
Counsel (the cost of which shall be a Servicing Advance) to the effect
that the holding of such personal property by the Trust Fund will not
cause the imposition of a tax on the REMIC constituted by the Trust
Fund under the REMIC Provisions or cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is outstanding.
(c) Notwithstanding the foregoing provisions of this Section 3.09, neither
the Special Servicer nor the Servicer shall, on behalf of the Trustee, obtain
title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any
other action with respect to any Mortgaged Property, if, as a result of any such
action, the Trustee, on behalf of the Certificateholders, would be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of CERCLA or any
comparable law, unless (as evidenced by an Officer's Certificate to such effect
delivered to the Trustee) the Special Servicer has previously determined in
accordance with the Servicing Standards, based on an Environmental Assessment of
such Mortgaged Property performed by an Independent Person who regularly
conducts Environmental Assessments, that:
(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 in compliance
therewith is reasonably likely to produce a greater recovery on a
present value basis than not taking such actions; and
(ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of
Hazardous Materials 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, that taking such actions with respect to such
Mortgaged Property is reasonably likely to produce a greater recovery
on a present value basis than not taking such actions.
The cost of any such Environmental Assessment shall be paid by the Servicer
as a Servicing Advance, and the cost of any remedial, corrective or other
further action contemplated by clause (i) and/or clause (ii) of the preceding
sentence may be withdrawn from the Certificate Account at the direction of the
Special Servicer as an expense of the Trust Fund pursuant to Section
3.05(a)(ix); and if any such Environmental Assessment so warrants, the Special
Servicer shall, at the expense of the Trust Fund, perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the preceding sentence have been
satisfied.
(d) If (i) the environmental testing contemplated by subsection (c) above
establishes that either of the conditions set forth in clauses (i) and (ii) of
the first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a Defaulted Mortgage Loan, and (ii) there has been no breach
of any of the representations and warranties set forth in or required to be made
pursuant to Section 2 of the Mortgage Loan Purchase Agreements for which either
Mortgage Loan Seller could be required to repurchase such Defaulted Mortgage
Loan pursuant to Section 3 of the Mortgage Loan Purchase Agreements, then the
Special Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund (other than proceeding to acquire title to the
Mortgaged Property) and is hereby authorized at such time as it deems
appropriate to release such Mortgaged Property from the lien of the related
Mortgage.
(e) The Special Servicer shall provide written reports and a copy of any
Environmental Assessments to the Trustee, the Paying Agent and the Servicer
monthly regarding any actions taken by the Special Servicer with respect to any
Mortgaged Property securing a defaulted Mortgage Loan as to which the
environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of both such conditions, repurchase of the related Mortgage Loan by
the Mortgage Loan Seller or release of the lien of the related Mortgage on such
Mortgaged Property. The Trustee shall forward all such reports to the
Certificateholders and each Rating Agency promptly following the receipt
thereof. In addition, the Servicer will deliver to the Class F, Class G and
Class H Certificateholders a copy of any such written reports and any
Environmental Assessments within 15 days after receipt of such written reports
and Environmental Assessments from the Special Servicer.
(f) The Servicer shall report to the Internal Revenue Service and the
related Mortgagor, in the manner required by applicable law, the information
required to be reported regarding any Mortgaged Property which is abandoned or
foreclosed and the Servicer shall report, via Form 1099C, all forgiveness of
indebtedness. The Special Servicer shall provide the Servicer with such
information or reports that the Servicer deems necessary to fulfill its
obligations under this paragraph (f) promptly upon the Servicer's request
therefore. The Servicer shall deliver a copy of any such report to the Trustee
and the Special Servicer.
(g) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standards, the advisability of the maintenance of an action
to obtain a deficiency judgment if the state in which the Mortgaged Property is
located and the terms of the Mortgage Loan permit such an action.
(h) The Special Servicer shall maintain accurate records, prepared by one
of its Servicing Officers, of each Final Recovery Determination in respect of a
Defaulted Mortgage Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Servicer no later than the next succeeding P&I Advance
Determination Date.
SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer or the Special Servicer, as the case may be, of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer or Special Servicer, as the case may be, will immediately notify the
Trustee and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or
to be received in connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section 3.04(a) or remitted to
the Servicer to enable such deposit, have been or will be so deposited. Within
seven Business Days (or within such shorter period as release can reasonably be
accomplished if the Servicer notifies the Trustee of an exigency) of receipt of
such notice and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File to the Servicer or Special
Servicer, as the case may be. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account.
(b) From time to time as is appropriate for servicing or foreclosure of any
Mortgage Loan, the Servicer or the Special Servicer shall deliver the Trustee a
Request for Release signed by a Servicing Officer. Upon receipt of the
foregoing, the Trustee shall deliver or cause the related Custodian to deliver,
the Mortgage File or any document therein to the Servicer or the Special
Servicer (or a designee), as the case may be. Upon return of such Mortgage File
or such document to the Trustee or the related Custodian, or the delivery to the
Trustee of a certificate of a Servicing Officer of the Servicer or the Special
Servicer, as the case may be, stating that such Mortgage Loan was liquidated and
that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Certificate Account pursuant to
Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan
has become an REO Property, a copy of the Request for Release shall be released
by the Trustee to the Servicer or the Special Servicer (or a designee), as the
case may be, with the original being released upon termination of the Trust.
(c) Within seven Business Days (or within such shorter period as delivery
can reasonably be accomplished if the Special Servicer notifies the Trustee of
an exigency) of receipt thereof, the Trustee shall execute and deliver to the
Special Servicer any court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When
submitted to the Trustee for signature, such documents or pleadings shall be
accompanied by a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and certifying as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.
SECTION 3.11. Servicing Compensation.
(a) As compensation for its activities hereunder, the Servicer shall be
entitled to receive the Servicing Fee with respect to each Mortgage Loan and REO
Loan. As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue from
time to time at the Servicing Fee Rate (in accordance with the same terms of the
related Mortgage Note as are applicable to the accrual of interest at the
Mortgage Rate) and shall be computed on the basis of the Stated Principal
Balance of such Mortgage Loan and for the same period respecting which any
related interest payment due on such Mortgage Loan or deemed to be due on such
REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan or REO
Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Mortgage Loan and REO Revenues allocable as interest on each
REO Loan. The Servicer shall be entitled to recover unpaid Servicing Fees in
respect of any Mortgage Loan or REO Loan out of that portion of related
payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO
Revenues (in the case of an REO Loan) allocable as recoveries of interest, to
the extent permitted by Section 3.05(a). The right to receive the Servicing Fee
may not be transferred in whole or in part except in connection with the
transfer of all of the Servicer's responsibilities and obligations under this
Agreement. The Servicer shall pay, from its own funds, the annual fees of each
Rating Agency.
Additional servicing compensation in the form of one-half of all assumption
and modification fees paid by the Mortgagor on Mortgage Loans that are not
Specially Serviced Mortgage Loans and only to the extent that all amounts then
due and payable with respect to the related Mortgage Loan (including interest on
Advances) have been paid, and charges for beneficiary statements or demands and
amounts collected for checks returned for insufficient funds, in each case only
to the extent actually paid by the related Mortgagor, shall be retained by the
Servicer and shall not be required to be deposited in the Certificate Account
pursuant to Section 3.04(a). The Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges received on the
Mortgage Loans (other than Specially Serviced Mortgage Loans), but only to the
extent actually paid by the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Mortgage Loan (including
interest on Advances) have been paid; (ii) interest or other income earned on
deposits relating to the Trust Fund in the Certificate Account and the
Distribution Account in accordance with Section 3.06(b) (but only to the extent
of the Net Investment Earnings, if any, with respect to each such account for
each period from any Distribution Date to the immediately succeeding P&I Advance
Date); and (iii) interest earned on deposits in the Servicing Account which are
not required by applicable law or the related Mortgage Loan to be paid to the
Mortgagor. The Servicer shall be required to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any of
its Sub-Servicers and the premiums for any blanket Insurance Policy insuring
against hazard losses pursuant to Section 3.07), if and to the extent such
expenses are not payable directly out of the Certificate Account, and the
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.
(b) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and REO Loan. As to each Specially Serviced
Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to
time at the Special Servicing Fee Rate (in accordance with the same terms of the
related Mortgage Note as are applicable to the accrual of interest at the
Mortgage Rate) and shall be computed on the basis of the Stated Principal
Balance of such Specially Serviced Mortgage Loan and for the same period
respecting which any related interest payment due on such Specially Serviced
Mortgage Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. The
Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, to the
extent permitted by Section 3.05(a). The right to receive the Special Servicing
Fee may not be transferred in whole or in part except in connection with the
transfer of all of the Special Servicer's responsibilities and obligations under
this Agreement.
Additional servicing compensation in the form of one-half of all assumption
and modification fees and all extension fees received on or with respect to any
Mortgage Loan and all modification, assumption and extension fees received on
Specially Serviced Mortgage Loans, but only to the extent actually collected
from the related Mortgagor and only to the extent that all amounts then due and
payable with respect to the related Mortgage Loan (including those payable to
the Servicer pursuant to Section 3.11(a)) have been paid, shall be promptly paid
to the Special Servicer by the Servicer and shall not be required to be
deposited in the Certificate Account pursuant to Section 3.04(a). The Special
Servicer shall also be entitled to additional servicing compensation in the form
of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee
Rate 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 or by resignation), 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
Corrected Mortgage Loans at the time of such termination (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 terms hereof. A Liquidation Fee will be payable with respect
to each Specially Serviced Mortgage Loan as to which the Special Servicer
receives any Liquidation Proceeds subject to the exceptions set forth in the
definition of Liquidation Fee. 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 pursuant to Section 9.01. 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 constitute principal and/or interest on such Mortgage Loan. The Special
Servicer will also be entitled to additional fees in the form of Penalty Charges
on Specially Serviced Mortgage Loans (but only to the extent actually collected
from the related Mortgagor and to the extent that all amounts then due and
payable with respect to the related Mortgage Loan (including interest on
Advances) have been paid). The Special Servicer shall be required to pay out of
its own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts,
other than management fees in respect of REO Properties, due and owing to any of
its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by
it insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of the Certificate Account or
the REO Account, and the Special Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.
SECTION 3.12. Inspections; Collection of Financial Statements.
(a) The Servicer shall perform (at its own expense), or shall cause to be
performed (at its own expense), a physical inspection 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 Debt Service Coverage Ratio with
respect to any Mortgaged Property has decreased by 25% or more from the Debt
Service Coverage Ratio 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 at the expense of the Trust Fund); provided, further,
however, that if any scheduled payment becomes more than 60 days delinquent on
the related Mortgage Loan, the Special Servicer shall inspect the related
Mortgaged Property as soon as practicable thereafter. The cost of such
inspection by the Special Servicer shall be an expense of the Trust Fund. The
Special Servicer or the Servicer, as applicable, shall prepare a written report
of each such inspection detailing the condition of the Mortgaged Property and
specifying the existence of (i) any vacancy in the Mortgaged Property that the
preparer of such report deems material, (ii) any sale, transfer or abandonment
of the Mortgaged Property, (iii) any adverse change in the condition of the
Mortgaged Property that the preparer of such report deems material, or (iv) any
visible waste committed on the Mortgaged Property. The Special Servicer shall
deliver each such report to the Servicer within 40 days of its preparation. The
Servicer shall deliver to the Trustee, the Paying Agent, each Rating Agency, the
Underwriters, the Placement Agents and each Holder of a Class F, Class G and
Class H Certificate, a copy of each such written report that it prepared or
received from the Special Servicer within 20 days of its receipt from the
Special Servicer or 60 days of its preparation by the Servicer.
(b) The Special Servicer or Servicer, as applicable, shall make reasonable
efforts to collect promptly from each Mortgagor annual operating statements and
rent rolls of the related Mortgaged Property, and financial statements of such
Mortgagor, and any other reports required to be delivered under the terms of the
Mortgage Loans, if delivery of such items is required pursuant to the terms of
the related Mortgage. The Special Servicer or Servicer, as applicable, shall
promptly: (i) review all such items as may be collected; (ii) prepare written
reports based on such reviews identifying the Debt Service Coverage Ratios for
the related Mortgage Loans. The Special Servicer shall deliver copies of the
collected items, and of the written reports prepared by the Special Servicer in
respect thereof, to the Servicer, via diskette or other electronic transmission
and by written report to follow, in each case within 20 days of its receipt or
preparation, as applicable, but in no event less than annually by June 1, of
each year. The Servicer shall deliver copies of the collected items, and of the
written reports prepared in respect thereof or received from the Special
Servicer, to the Trustee, the Paying Agent, the Rating Agencies, the
Underwriters, the Placement Agents and each Holder of a Class F, Class G and
Class H Certificate, via diskette or other electronic transmission and by
written report to follow, in each case within 30 days of its receipt or
preparation, as applicable, but in no event less frequently than annually by
June 30, of each year.
SECTION 3.13. Annual Statement as to Compliance.
Each of the Servicer and the Special Servicer will deliver to the Trustee,
with a copy to the Paying Agent and Depositor, on or before April 30th of each
year, beginning April 30, 1997, an Officer's Certificate stating, as to each
signer thereof, that (i) a review of the activities of the Servicer or the
Special Servicer, as the case may be, during the preceding calendar year and of
its performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Servicer or the Special Servicer, as the case may be, has maintained an
effective internal control system relating to its servicing of the Mortgage
Loans serviced by it and has fulfilled in all material respects its obligations
under this Agreement throughout such year, or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof, and (iii) the Servicer or the
Special Servicer, as the case may be, has received no notice regarding
qualification, or challenging the status, of the Trust Fund as a REMIC from the
Internal Revenue Service or any other governmental agency or body or, if it has
received any such notice, specifying the details thereof. A copy of such
Officer's Certificate may be obtained by Certificateholders upon written request
to the Paying Agent pursuant to Section 8.12 hereof.
SECTION 3.14. Reports by Independent Public Accountants.
Each of the Servicer and the Special Servicer at their own expense shall
cause a nationally recognized firm of independent certified public accountants
to furnish to the Servicer or the Special Servicer, as the case may be, the
Trustee, the Paying Agent and each Rating Agency, on or before April 30 of each
year, commencing with April 30, 1997, a report stating that (i) it has obtained
from the Servicer or the Special Servicer, as the case may be, a letter of
representation regarding certain matters from the management of the Servicer or
the Special Servicer, as the case may be, which includes an assertion that the
Servicer or the Special Servicer, as the case may be, has maintained an
effective internal control system with respect to the servicing of the Mortgage
Loans and has complied with certain minimum mortgage loan servicing standards
(to the extent applicable to commercial and multifamily mortgage loans),
identified in the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America, with respect to the
Servicer's or the Special Servicer's, as the case may be, servicing of
commercial and multifamily mortgage loans during the most recently completed
calendar year and (ii) on the basis of an examination conducted by such firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such assertion is fairly stated in all material respects,
subject to such exceptions and other qualifications that, in the opinion of such
firm, such standards require it to report. In rendering its report such firm may
rely, as to the matters relating to the direct servicing of commercial and
multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of
independent certified public accountants rendered on the basis of examinations
conducted in accordance with the same standards (rendered within one year of
such statement) with respect to those Sub-Servicers.
SECTION 3.15. Access to Certain Information.
Each of the Servicer and the Special Servicer shall provide or cause to be
provided to any Certificateholder or Certificate Owner that is, or is affiliated
with, a federally insured financial institution, the Trustee, the Depositor,
each Rating Agency, to the Servicer, or to the Special Servicer, as applicable,
and to the OTS, the FDIC, the Federal Reserve Board and the supervisory agents
and examiners of such boards and such corporations, and any other federal or
state banking or insurance regulatory authority that may exercise authority over
any Certificateholder, and each Holder of a Class F, Class G and Class H
Certificate, access to any documentation regarding the Mortgage Loans and the
Trust Fund within its control which may be required by this Agreement or by
applicable law. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Servicer or the Special Servicer, as the case may be, designated by it;
provided, however, that the Class F, Class G and Class H Certificateholders
shall be required to pay a reasonable and customary fee for access to the
aforementioned information, shall pay their own photocopying costs and execute a
reasonable and customary confidentiality agreement with respect to such
information. Nothing in this Section 3.15 shall detract from the obligation of
the Servicer and the Special Servicer to observe any applicable law prohibiting
disclosure of information with respect to the Mortgagors, and the failure of the
Servicer or the Special Servicer to provide access as provided in this Section
3.15 as a result of such obligation shall not constitute a breach of this
Section 3.15. The Servicer and the Special Servicer may each deny any of the
foregoing persons access to confidential information or any intellectual
property which the Servicer or the Special Servicer is restricted by license or
contract from disclosing. Notwithstanding the foregoing, the Servicer and the
Special Servicer shall maintain separate from such confidential information and
intellectual property, all documentation regarding the Mortgage Loans that is
not confidential.
SECTION 3.16. Title to REO Property; REO Account.
(a) If title to any REO Property is acquired, the deed or certificate of
sale shall be issued to the Trustee on behalf of the Certificateholders. The
Special Servicer, on behalf of the Trust Fund, shall sell any REO Property
within two years after the Trust Fund acquires ownership of such REO Property
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer
either (i) is granted an extension of time (an "REO Extension") by the Internal
Revenue Service to sell such REO Property or (ii) obtains for the Trustee and
the Servicer an Opinion of Counsel (the cost of which shall be paid as a
Servicing Advance), addressed to the Trustee and the Servicer, to the effect
that the holding by the Trust Fund of such REO Property subsequent to the second
anniversary of such acquisition will not result in the imposition of taxes on
"prohibited transactions" of the Trust Fund or the REMIC constituted thereby as
defined in Section 860F of the Code or cause the Trust Fund to fail to qualify
as a REMIC at any time that any Certificates are outstanding. If the Special
Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
sell such REO Property within such period longer than two years as is permitted
by such REO Extension or such Opinion of Counsel, as the case may be. Any
expense incurred by the Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or
its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, shall be an expense of the Trust Fund payable out of the
Certificate Account pursuant to Section 3.05(a).
(b) The Special Servicer shall segregate and hold all funds collected and
received in connection with any REO Property separate and apart from its own
funds and general assets. If an REO Acquisition shall occur, the Special
Servicer shall establish and maintain one or more accounts (collectively, the
"REO Account"), held on behalf of the Trustee in trust for the benefit of the
Certificateholders, for the retention of revenues and other proceeds derived
from each REO Property. The REO Account shall be an Eligible Account. The
Special Servicer shall deposit, or cause to be deposited, in the REO Account,
within one Business Day after receipt, all REO Revenues, Insurance and
Condemnation Proceeds and Liquidation Proceeds received in respect of an REO
Property. Funds in the REO Account may be invested in Permitted Investments in
accordance with Section 3.06. The Special Servicer shall give notice to the
Trustee and the Servicer of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.
(c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On each Determination Date, the
Special Servicer shall withdraw from the REO Account and deposit into the
Certificate Account the aggregate of all amounts received in respect of each REO
Property during the most recently ended Due Period, net of any withdrawals made
out of such amounts pursuant to the preceding sentence; provided, however, that
the Special Servicer may retain in such REO Account, in accordance with the
Servicing Standards, such portion of such balance as may be necessary to
maintain a reasonable reserve for repairs, replacements, leasing, management and
tenant improvements and other related expenses for the related REO Property. In
addition, on each Determination Date, the Special Servicer shall provide the
Servicer with a written accounting of amounts deposited in the Certificate
Account on such date.
(d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
SECTION 3.17. Management of REO Property.
(a) If title to any REO Property is acquired, the Special Servicer shall
manage, conserve, protect, operate and lease such REO Property for the benefit
of the Certificateholders solely for the purpose of its timely disposition and
sale in a manner that does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the Trust Fund of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to
do any and all things in connection therewith as are in the best interests of
and for the benefit of the Certificateholders (as determined by the Special
Servicer in its good faith and reasonable judgment) and, consistent therewith,
shall withdraw from the REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without
limitation:
(i) all insurance premiums due and payable in respect of such REO
Property;
(ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon;
(iii) any ground rents in respect of such REO Property; and
(iv) all costs and expenses necessary to maintain and lease such
REO Property.
To the extent that amounts on deposit in the REO Account in respect of any
REO Property are insufficient for the purposes set forth in clauses (i) - (iv)
above with respect to such REO Property, the Servicer shall advance from its own
funds such amount as is necessary for such purposes unless (as evidenced by an
Officer's Certificate delivered to the Trustee) if such advances would, if made,
constitute Nonrecoverable Servicing Advances. The Special Servicer shall give
the Servicer and the Trustee not less than five Business Days' notice, together
with all information reasonably requested by the Servicer (upon which the
Servicer may conclusively rely) to the extent in the possession of the Special
Servicer or readily obtainable by the Special Servicer before the date on which
the Servicer is requested to make any Servicing Advance with respect to an REO
Property; provided, however, that only two Business Days' notice shall be
required in respect of Servicing Advances required to be made on an urgent or
emergency basis (which may include, without limitation, Servicing Advances
required to make tax or insurance payments).
(b) Without limiting the generality of the foregoing, the Special Servicer
shall not:
(i) permit the Trust Fund to enter into, renew or extend any New
Lease with respect to any REO Property, if the New Lease by its terms
will give rise to any income that does not constitute Rents from Real
Property;
(ii) permit any amount to be received or accrued under any New
Lease other than amounts that will constitute Rents from Real
Property;
(iii) authorize or permit any construction on any REO Property,
other than the completion of a building or other improvement thereon,
and then only if more than ten percent of the construction of such
building or other improvement was completed before default on the
related Mortgage Loan became imminent, all within the meaning of
Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate, or allow any other Person, other than an
Independent Contractor, to Directly Operate, any REO Property on any
date more than 90 days after its Acquisition Date;
unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance)
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel. Except as limited above in this Section 3.17 and by Section 3.17(c),
the Special Servicer shall be permitted to cause the Trust Fund to earn "net
income from foreclosure property," subject to the standard of Section 3.01(a).
(c) The Special Servicer shall contract with any Independent Contractor for
the operation and management of any REO Property within 90 days of the
Acquisition Date thereof, provided that:
(i) the terms and conditions of any such contract may not be
inconsistent herewith and shall reflect an agreement reached at arm's
length;
(ii) the fees of such Independent Contractor (which shall be an
expense of the Trust Fund) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;
(iii) any such contract shall require, or shall be administered
to require, that the Independent Contractor (a) pay all costs and
expenses incurred in connection with the operation and management of
such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (b) remit all related revenues collected
(net of its fees and such costs and expenses) to the Special Servicer
upon receipt;
(iv) none of the provisions of this Section 3.17(c) relating to
any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of
its duties and obligations hereunder with respect to the operation and
management of any such REO Property; and
(v) the Special Servicer shall be obligated with respect thereto
to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such
REO Property.
The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.
SECTION 3.18. Sale of Defaulted Mortgage Loans and REO Properties.
(a) Each of the Servicer and the Special Servicer may sell or purchase, or
permit the sale or purchase of, a Mortgage Loan or REO Property only on the
terms and subject to the conditions set forth in this Section 3.18 or as
otherwise expressly provided in or contemplated by Section 2.03(b) and Section
9.01.
(b) In the event that any Mortgage Loan becomes a Defaulted Mortgage Loan
and the Special Servicer has determined in good faith that such Defaulted
Mortgage Loan will become subject to foreclosure proceedings, the Special
Servicer shall promptly so notify in writing the Trustee and the Servicer. The
Special Servicer or the Servicer may at its option purchase such Defaulted
Mortgage Loan from the Trust Fund, at a price equal to the Purchase Price. The
Purchase Price for any Defaulted Mortgage Loan purchased hereunder shall be
deposited into the Certificate Account, and the Trustee, upon receipt of an
Officer's Certificate from the Special Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Special Servicer or
the Servicer, as the case may be, the related Mortgage File, and shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Special Servicer or the Servicer
(in that order), as the case may be, ownership of such Defaulted Mortgage Loan.
(c) The Special Servicer may offer to sell any Defaulted Mortgage Loan not
otherwise purchased by the Special Servicer or the Servicer pursuant to
subsection (b) above, if and when the Special Servicer determines, consistent
with the Servicing Standards, that such a sale would produce a greater recovery
on a present value basis than would liquidation of the related Mortgaged
Property. Such offering shall be made in a commercially reasonable manner for a
period of not less than 20 days or more than 90 days. The Special Servicer shall
accept the highest cash bid received from any Person for such Defaulted Mortgage
Loan in an amount at least equal to the Purchase Price therefor; provided that
in the absence of any such bid, the Special Servicer shall accept the highest
cash bid received from any Person that is determined by the Special Servicer to
be a fair price for such Defaulted Mortgage Loan. In the absence of any bid
determined as provided below to be fair, the Special Servicer shall proceed with
respect to such Defaulted Mortgage Loan in accordance with Section 3.09.
The Special Servicer shall use reasonable efforts to solicit bids for each
REO Property in such manner as will be reasonably likely to realize a fair price
within the time period provided for by Section 3.16(a). Such solicitation shall
be made in a commercially reasonable manner for a period of not less than 90
days or more than 270 days. The Special Servicer shall accept the highest cash
bid received from any Person for such REO Property in an amount at least equal
to the Purchase Price therefor; provided that in the absence of any such bid,
the Special Servicer shall accept the highest cash bid received from any Person
that is determined by the Special Servicer to be a fair price for such REO
Property. If the Special Servicer reasonably believes that it will be unable to
realize a fair price for any REO Property within the time constraints imposed by
Section 3.16(a), then the Special Servicer shall dispose of such REO Property
upon such terms and conditions as the Special Servicer shall deem necessary and
desirable to maximize the recovery thereon under the circumstances and, in
connection therewith, shall accept the highest outstanding cash bid, regardless
of from whom received. Notwithstanding the foregoing, the Special Servicer shall
not be obligated by the foregoing or otherwise to accept the highest bid if the
Special Servicer determines, in accordance with the Servicing Standards, that
rejection of such bid would be in the best interests of the Certificateholders.
In the event that the Special Servicer determines with respect to any REO
Property that the offers being made with respect thereto are not in the best
interests of the Certificateholders and that the end of the two-year period
referred to in Section 3.16(a) with respect to such REO Property is approaching,
the Special Servicer shall seek an extension of such two-year period in the
manner described in Section 3.16(a); provided, however, that the Special
Servicer shall use its best efforts, consistent with the Servicing Standards, to
sell any REO Property prior to two years prior to the Rated Final Distribution
Date.
The Special Servicer shall give the Trustee and the Servicer not less than
three Business Days' prior written notice of its intention to sell any Defaulted
Mortgage Loan or REO Property. No Interested Person shall be obligated to submit
a bid to purchase any Defaulted Mortgage Loan or REO Property, and
notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Defaulted Mortgage Loan or any REO Property pursuant hereto.
(d) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(b), shall be determined by the Special Servicer, if the highest bidder is a
Person other than an Interested Person, and by the Trustee, if the highest
bidder is an Interested Person. In determining whether any bid received from an
Interested Person represents a fair price for any Defaulted Mortgage Loan or any
REO Property, the Trustee may conclusively rely on the opinion of an Independent
MAI-designated appraiser or other expert in real estate matters retained by the
Special Servicer at the expense of the Trust Fund. In determining whether any
bid constitutes a fair price for any Defaulted Mortgage Loan or any REO
Property, such appraiser or other expert in real estate matters shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected Defaulted Mortgage Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a). The Purchase
Price for any Defaulted Mortgage Loan or REO Property shall in all cases be
deemed a fair price.
(e) Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trustee in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Defaulted Mortgage
Loan or REO Property, and the collection of all amounts payable in connection
therewith. Any sale of a Defaulted Mortgage Loan or any REO Property shall be
final and without recourse to the Trustee or the Trust Fund, and if such sale is
consummated in accordance with the terms of this Agreement, neither the Special
Servicer nor the Trustee shall have any liability to any Certificateholder with
respect to the purchase price therefor accepted by the Special Servicer or the
Trustee.
SECTION 3.19. [Intentionally Omitted]]
SECTION 3.20. Modifications, Waivers, Amendments and Consents.
(a) Except as set forth in this Section 3.20(a), the Servicer shall not
agree to any modification, waiver or amendment of a Mortgage Loan, and no
Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified,
waived or amended, provided that 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 pursuant to this Section
3.20(a) shall be for a period of more than twelve months from the original
maturity date of such Mortgage Loan or shall extend the maturity date beyond the
earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in
the case of a Mortgage Loan secured by a leasehold estate, the date ten years
prior to the expiration of such leasehold estate. 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
provide the Trustee with an opinion of counsel that such extension would not
constitute a "significant modification" of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and such extension must comply with
Section 3.25 hereof.
Notwithstanding the foregoing, the Servicer may modify or amend the terms
of any Mortgage Loan without the consent of the Special Servicer in order to (i)
cure any ambiguity therein, or (ii) correct or supplement any provisions therein
which may be inconsistent with any other provisions therein or correct any
error, provided that such modification of amendment would not be a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b), and provided further that the proposed modification or
amendment will not cause (x) the Trust Fund to fail to qualify as a REMIC for
purposes of the Code, or (y) the REMIC constituted by the Trust Fund to be
subject to any tax under the REMIC Provisions.
(b) If, but only if, the Special Servicer determines that a modification,
waiver or amendment (including, without limitation, 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 (as evidenced by an Officer's Certificate of the Special Servicer),
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, with the approval or deemed approval of the
Extension Adviser, in the case of an extension of the maturity of a Specially
Serviced Mortgage Loan beyond the third anniversary of such Mortgage Loan's
original maturity date, agree to a modification, waiver or amendment of such
Specially Serviced Mortgage Loan, subject to the provisions of Sections 3.20(b)
and 3.25.
The Special Servicer shall use its best efforts to the extent possible to
cause each Specially Serviced Mortgage Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or
amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would:
(i) extend the maturity date of any such Specially Serviced
Mortgage Loan to a date occurring later than the earlier of (a) two
years prior to the Rated Final Distribution Date and (b) if such
Specially Serviced Mortgage Loan is secured by a leasehold estate, the
date occurring ten years prior to the expiration of such leasehold; or
(ii) reduce the Net Mortgage Rate on any such Specially Serviced
Mortgage Loan to less than the lesser of (a) the original Net Mortgage
Rate or (b) 7.600% per annum; 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 the Specially Serviced Mortgage Loan.
(c) Any provision of this Section 3.20 to the contrary notwithstanding, no
fee described in this paragraph shall be collected by any Servicer or Special
Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of a Mortgage Loan (unless
the amount thereof is specified in the related Mortgage Note) if the collection
of such fee would cause such consent, modification, waiver or amendment to be a
"significant modification" of the Mortgage Note within the meaning of Treasury
Regulations Section 1.860G-2(b).
(d) Notwithstanding anything to the contrary in this Agreement, the Special
Servicer may agree to any waiver, modification or amendment of a Mortgage Loan
that is not in default or as to which default is not reasonably foreseeable only
to the extent that it would not be a "significant modification" of the Mortgage
Loan within the meaning of Treasury Regulations Section 1.860G-2(b), provided
that the proposed modification, amendment or waiver will not cause (x) the Trust
Fund to fail to qualify as a REMIC for purposes of the Code, or (y) the REMIC
constituted by the Trust Fund to be subject to any tax under the REMIC
Provisions. With respect to all modifications, amendments and waivers entered
into by the Special Servicer pursuant to this Section 3.20(d), the Special
Servicer shall provide the Trustee with an Opinion of Counsel (at the expense of
the related Mortgagor or such other Person requesting such modification or, if
such expense cannot be collected from the related Mortgagor or such other
Person, to be paid by the Servicer as a Servicing Advance) to the effect that
the contemplated, waiver, modification or amendment (i) will not be a
"significant modification" of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) and (ii) will not cause either clause (x) or (y)
of this Section 3.20(d) to occur. Notwithstanding the foregoing, the Special
Servicer may not waive the payment of any Prepayment Premiums or Yield
Maintenance Charge with respect to any Mortgage Loan that is not a Specially
Serviced Mortgage Loan.
(e) In the event of a modification which creates Mortgage Deferred
Interest, such Mortgage Deferred Interest will be allocated to reduce the
Distributable Certificate Interest of the Class or Classes of Certificates
pursuant to Section 4.06.
(f) Subject to Section 3.20(c), the Servicer and the Special Servicer each
may, as a condition to its granting any request by a Mortgagor for consent,
modification, waiver or indulgence or any other matter or thing, the granting of
which is within the Servicer's or the Special Servicer's, as the case may be,
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and is permitted by the terms of this Agreement, require
that such Mortgagor pay to the Servicer or the Special Servicer, as the case may
be, as additional servicing compensation, a reasonable or customary fee, for the
additional services performed in connection with such request.
(g) All modifications, waivers and amendments of the Mortgage Loans entered
into pursuant to this Section 3.20 shall be in writing, signed by the Servicer
or the Special Servicer, as the case may be, and the related Mortgagor (and by
any guarantor of the related Mortgage Loan, if such guarantor's signature is
required by the Special Servicer in accordance with the Servicing Standards).
(h) Each of the Servicer and the Special Servicer shall notify the Rating
Agencies, the Trustee, the Paying Agent and each other in writing, of any
modification, waiver or amendment of any term of any Mortgage Loan and the date
thereof, and shall deliver to the Trustee or the related Custodian for deposit
in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within 10
Business Days) following the execution thereof. In addition, the Special
Servicer shall promptly send a copy of such a modification, waiver or amendment
to the Servicer. Within 15 days of the Servicer's delivery of the aforesaid
modification, waiver or amendment to the Trustee or its receipt from the Special
Servicer, as applicable, the Servicer shall forward a copy thereof to each
Holder of a Class F, Class G and Class H Certificate.
SECTION 3.21. Transfer of Servicing Between Servicer and Special Servicer;
Record Keeping; Asset Status Report.
(a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan, the Servicer shall immediately give notice
thereof, and shall deliver the related Mortgage File and Credit File to the
Special Servicer and shall use its best efforts to provide the Special Servicer
with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan and reasonably requested by the Special Servicer to enable it to
assume its functions hereunder with respect thereto. The Servicer shall use its
best efforts to comply with the preceding sentence within 5 Business Days of the
occurrence of each related Servicing Transfer Event and in any event shall
continue to act as Servicer and administrator of such Mortgage Loan until the
Special Servicer has commenced the servicing of such Mortgage Loan. The Servicer
shall deliver to the Trustee, the Paying Agent, the Underwriters, the Placement
Agents and to each Holder of a Class F, Class G and Class H Certificate a copy
of the notice of such Servicing Transfer Event provided by the Servicer to the
Special Servicer pursuant to this Section.
Upon determining that a Specially Serviced Mortgage Loan (other than an REO
Loan) has become current and has remained current for three consecutive Monthly
Payments (provided no additional Servicing Transfer Event is foreseeable in the
reasonable judgment of the Special Servicer), and that no other Servicing
Transfer Event is continuing with respect thereto, the Special Servicer shall
immediately give notice thereof, and shall return the related Mortgage File and
Credit File to the Servicer and upon giving such notice, and returning such
Mortgage File and Credit File to the Servicer, the Special Servicer's obligation
to service such Corrected Mortgage Loan shall terminate and the obligations of
the Servicer to service and administer such Mortgage Loan shall re-commence.
(b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer will provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Servicer), and provide the Servicer with
copies of any additional related Mortgage Loan information including
correspondence with the related Mortgagor.
(c) On or before each Determination Date, the Special Servicer shall
deliver to the Servicer and Paying Agent a written statement (upon which the
Servicer and the Paying Agent may conclusively rely) describing, on a
loan-by-loan and property-by-property basis, (1) the information described in
clause (vii) of Section 4.02(a) with respect to each Specially Serviced Mortgage
Loan and the information described in clause (viii) of Section 4.02(a) with
respect to each REO Property, (2) the amount of all payments, Insurance and
Condemnation Proceeds and Liquidation Proceeds received with respect to each
Specially Serviced Mortgage Loan during the related Due Period, and the amount
of all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received with respect to each REO Property during the related Due
Period, (3) the amount, purpose and date of all Servicing Advances made by the
Servicer with respect to each Specially Serviced Mortgage Loan and REO Property
during the related Due Period, (4) the information described in clauses (v),
(vii)(c), (vii)(d), (viii), (xi), (xvi) and (xvii) of Section 4.02(a), and (5)
such additional information relating to the Specially Serviced Mortgage Loans
and REO Properties as the Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement which is in the Special Servicer's
possession or is reasonably obtainable by the Special Servicer.
(d) Notwithstanding the provisions of the preceding clause (c), the
Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Mortgage Loans and REO Properties and shall provide the
Special Servicer with any information in its possession required by the Special
Servicer to perform its duties under this Agreement.
(e) No later than thirty (30) days after a Servicing Transfer Event for a
Mortgage Loan, the Special Servicer shall deliver to each Rating Agency and the
Directing Certificateholder a report (the "Asset Status Report") with respect to
such Mortgage Loan and the related Mortgaged Property. Such Asset Status Report
shall set forth the following information to the extent reasonably determinable:
(i) summary of the status of such Specially Serviced Mortgage
Loan and any negotiations with the related Mortgagor;
(ii) a discussion of the legal and environmental considerations
reasonably known to the Special Servicer, consistent with the
Servicing Standards, that are applicable to the exercise of remedies
as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan and whether outside legal
counsel has been retained;
(iii) the most current rent roll and income or operating
statement available for the related Mortgaged Property;
(iv) the Special Servicer's recommendations on how such Specially
Serviced Mortgage Loan might be returned to performing status and
returned to the Servicer for regular servicing or otherwise realized
upon;
(v) the Appraised Value of the Mortgaged Property together with
the assumptions used in the calculation thereof; and
(vi) such other information as the Special Servicer deems
relevant in light of the Servicing Standards.
If within ten (10) Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law or the terms of the
applicable Mortgage Loan documents. If the Directing Certificateholder
disapproves such Asset Status Report, the Special Servicer will revise such
Asset Status Report and deliver to the Trustee, the Directing Certificateholder,
the Rating Agencies and the Servicer a new Asset Status Report as soon as
practicable, but in no event later than 30 days after such disapproval. The
Special Servicer shall revise such Asset Status Report as described above in
this Section 3.21(e) until the Directing Certificateholder shall fail to
disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report or until the Special Servicer
makes one of the determinations described below. The Special Servicer may, from
time to time, modify any Asset Status Report it has previously delivered and
implement such report, provided such report shall have been prepared, reviewed
and not rejected pursuant to the terms of this Section. Notwithstanding the
foregoing, the Special Servicer (i) may following the occurrence of an
extraordinary event with respect to the related Mortgaged Property, take any
action set forth in such Asset Status Report before the expiration of a ten (10)
Business Day period if the Special Servicer has reasonably determined that
failure to take such action would materially and adversely affect the interests
of the Certificateholders and it has made a reasonable effort to contact the
Directing Certificateholder and (ii) in any case, shall determine whether such
affirmative disapproval is not in the best interest of all the
Certificateholders pursuant to the Servicing Standards. Upon making such
determination, the Special Servicer shall notify the Trustee of such rejection
and deliver to the Trustee a proposed notice to Certificateholders which shall
include a copy of the Asset Status Report, and the Trustee shall send such
notice to all Certificateholders. If the majority of such Certificateholders, as
determined by Voting Rights, fail, within five (5) days of the Trustee's sending
such notice, to reject such Asset Status Report, the Special Servicer shall
implement the same. If the Asset Status Report is rejected by the
Certificateholders, the Special Servicer shall revise such Asset Status Report
as described above in this Section 3.21(e). The Trustee shall be entitled to
reimbursement from the Trust Fund for the reasonable expenses of providing such
notices.
The Special Servicer shall have the authority to meet with the Mortgagor
for any Specially Serviced Mortgage Loan and take such actions consistent with
the Servicing Standards and the related Asset Status Report. The Special
Servicer shall not take any action inconsistent with the related Asset Status
Report, unless such action would be required in order to act in accordance with
the Servicing Standards.
No direction of the Directing Certificateholder shall (a) require or cause
the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan,
applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standards and to
maintain the REMIC status of the REMIC, or (b) result in the imposition of a
"prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (c) expose the Servicer, the Special Servicer, the Depositor, the
Mortgage Loan Seller, the Trust Fund, the Trustee or their officers, directors,
employees or agents to any claim, suit or liability, or (d) materially expand
the scope of the Special Servicer's or the Servicer's responsibilities under
this Agreement.
(f) Upon receiving notice of (i) the filing of a case under any present or
future federal or state bankruptcy, insolvency or similar law or the commencing
of any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Mortgage Loan or the related Mortgagor,
(ii) the existence of a material non-payment default or (iii) the request by a
Mortgagor for the amendment or modification of a Mortgage Loan other than an
amendment or modification provided for in the second paragraph in Section
3.20(a), the Servicer shall immediately give notice thereof, and shall deliver
copies of the related Mortgage File and Credit File to the Special Servicer and
shall use its reasonable best efforts to provide the Special Servicer with all
information relating to the Mortgage Loan and reasonably requested by the
Special Servicer to enable it to negotiate with the related Mortgagor and
prepare for any such proceedings. The Servicer shall use its reasonable best
efforts to comply with the preceding sentence within 5 Business Days of the
occurrence of each such event, and upon receiving such documents and
information, the Special Servicer shall use its reasonable best efforts to cause
the related Mortgagor to cure any default and/or remedy any such event, work out
or modify the Mortgage Loan consistent with the terms of this Agreement, and/or
prepare for such proceedings. Notwithstanding the foregoing, the occurrence of
any of the above-referenced events shall not in and of itself be considered a
Servicing Transfer Event and, unless a Servicing Transfer Event has occurred
with respect to a related Mortgage Loan, the Servicer shall continue to act as
Servicer and administrator of such Mortgage Loan and no fees shall be payable to
the Special Servicer with respect to such Mortgage Loan other than any related
modification, assumption or extension fees provided for herein.
SECTION 3.22. Sub-Servicing Agreements.
(a) The Servicer may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of its respective obligations under
Articles III and IV hereof; provided that the Sub-Servicing Agreement: (i) is
consistent with this Agreement in all material respects and requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement;
(ii) provides that if the Servicer shall for any reason no longer act in such
capacity hereunder (including, without limitation, by reason of an Event of
Default), the Trustee or its designee shall thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption,
obligations of the Servicer under such agreement, or, alternatively, may act in
accordance with Section 7.02 hereof under the circumstances described therein;
(iii) provides that the Trustee for the benefit of the Certificateholders shall
be a third party beneficiary under such Sub-Servicing Agreement, but that
(except to the extent the Trustee or its designee assumes the obligations of the
Servicer thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust Fund, the Trustee, any successor Servicer or any
Certificateholder shall have any duties under such Sub-Servicing Agreement or
any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such Sub-Servicing Agreement with
respect to such purchased Mortgage Loan at its option and without penalty; and
(v) does not permit the Sub-Servicer any direct rights of indemnification that
may be satisfied out of assets of the Trust Fund. Any successor Servicer
hereunder shall, upon becoming successor Servicer, be assigned and shall assume
any Sub-Servicing Agreements from the predecessor Servicer. In addition, each
Sub-Servicing Agreement entered into by the Servicer may provide that the
obligations of the Sub-Servicer thereunder shall terminate with respect to any
Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a
Specially Serviced Mortgage Loan; provided, however, that the Sub-Servicing
Agreement may provide that the Sub-Servicer will continue to make all Advances
and calculations and prepare all reports required under the Sub-Servicing
Agreement with respect to Specially Serviced Mortgage Loans as if no Servicing
Transfer Event had occurred and with respect to REO Properties (and the related
REO Loans) as if no REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Mortgage Loans and REO
Properties as are specifically provided for in such Sub-Servicing Agreement. The
Servicer shall deliver to the Trustee and the Paying Agent copies of all
Sub-Servicing Agreements, and any amendments thereto and modifications thereof,
entered into by it promptly upon its execution and delivery of such documents.
References in this Agreement to actions taken or to be taken by the Servicer
include actions taken or to be taken by a Sub-Servicer on behalf of the
Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer
to satisfy the obligations of the Servicer hereunder to make Advances shall be
deemed to have been advanced by the Servicer out of its own funds and,
accordingly, such Advances shall be recoverable by such Sub-Servicer in the same
manner and out of the same funds as if such Sub-Servicer were the Servicer, and,
for so long as they are outstanding, such Advances shall accrue interest in
accordance with Section 3.03(d), such interest to be allocable between the
Servicer and such Sub-Servicer pursuant to the terms of the Sub-Servicing
Agreement. For purposes of this Agreement, the Servicer shall be deemed to have
received any payment when a Sub-Servicer retained by it receives such payment.
The Servicer shall notify the Special Servicer, the Trustee and the Depositor in
writing promptly of the appointment by it of any Sub-Servicer. Except as
otherwise provided herein, the Special Servicer may not enter into Sub-Servicing
Agreements and may not assign any of its servicing obligations hereunder.
(b) Each Sub-Servicer shall be authorized to transact business in the state
or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.
(c) As part of its servicing activities hereunder, the Servicer, for the
benefit of the Trustee and the Certificateholders, shall (at no expense to the
Trustee, the Certificateholders or the Trust Fund) monitor the performance and
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the
Servicer would require were it the owner of the Mortgage Loans. The Servicer
shall have the right to remove a Sub-Servicer retained by it in accordance with
the terms of the related Sub-Servicing Agreement.
(d) In the event the Trustee or its designee becomes successor Servicer and
assumes the rights and obligations of the Servicer under any Sub-Servicing
Agreement, the Servicer, at its expense, shall deliver to the assuming party all
documents and records relating to such Sub-Servicing Agreement and the Mortgage
Loans then being serviced thereunder and an accounting of amounts collected and
held on behalf of it thereunder, and otherwise use reasonable efforts to effect
the orderly and efficient transfer of the Sub-Servicing Agreement to the
assuming party.
(e) Notwithstanding the provisions of any Sub-Servicing Agreement, the
Servicer represents and warrants that it shall remain obligated and liable to
the Trustee and the Certificateholders for the performance of its obligations
and duties under this Agreement in accordance with the provisions hereof to the
same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans for which it is responsible, and
the Servicer shall pay the fees of any Sub-Servicer thereunder from its own
funds. In no event shall the Trust Fund bear any termination fee required to be
paid to any Sub-Servicer as a result of such Sub-Servicer's termination under
any Sub-Servicing Agreement.
(f) The Trustee shall furnish to any Sub-Servicer any powers of attorney
and other documents necessary or appropriate to enable such Sub-Servicer to
carry out its servicing and administrative duties under any Sub-Servicing
Agreement; provided, however, that the Trustee shall not be held liable for any
negligence with respect to, or misuse of, any such power of attorney by a
Sub-Servicer.
(g) Each Sub-Servicing Agreement shall provide that, in the event the
Trustee or any other Person becomes successor Servicer, the Trustee or such
successor Servicer shall have the right to terminate such Sub-Servicing
Agreement without a fee. Notwithstanding the foregoing, the Trustee and any
successor Servicer shall assume the Sub-Servicing Agreement with Mellon Mortgage
Company, dated as of the date hereof, provided that Mellon Mortgage Company
maintains an "acceptable" servicer rating from Fitch, and an approved Servicer
ranking of at least average from S&P.
(h) Promptly (but in no event later than 5 Business Days) after the
execution of any Sub-Servicing Agreement, the Servicer shall forward a copy of
such Sub-Servicing Agreement to the Special Servicer. The Special Servicer shall
comply with the terms of each such Sub-Servicing Agreement to the extent the
terms thereof are not inconsistent with the terms of this Agreement and the
Special Servicer's obligations hereunder. With respect to Mortgage Loans subject
to a Sub-Servicing Agreement, the Special Servicer shall, among other things,
remit amounts, deliver reports and information, and afford access to facilities
and information to the related Sub-Servicer that would be required to be
remitted, delivered or afforded, as the case may be, to the Servicer pursuant to
the terms hereof within a sufficient period of time to allow the Sub-Servicer to
fulfill its obligations under such Sub-Servicing Agreement and in no event later
than one Business Day prior to the applicable Determination Date (or such other
date as specified herein).
SECTION 3.23. Representations and Warranties of the Servicer.
(a) The Servicer hereby represents and warrants to the Trustee, for its own
benefit and the benefit of the Certificateholders, and to the Depositor, the
Special Servicer and the Fiscal Agent, as of the Closing Date, that:
(i) The Servicer is a banking corporation duly organized, validly
existing and in good standing under the laws of the State of New York,
and the Servicer is in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform
its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the
Servicer, and the performance and compliance with the terms of this
Agreement by the Servicer, will not violate the Servicer's charter and
by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which
it is a party or which is applicable to it or any of its assets, or
result in the violation of any law, rule, regulation, order, judgment
or decree to which the Servicer or its property is subject.
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Depositor, constitutes a valid, legal
and binding obligation of the Servicer, enforceable against the
Servicer in accordance with the terms hereof, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(iv) The Servicer is not in default with respect to any law, any
order or decree of any court, or any order, regulation or demand of
any federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Servicer or its
properties or might have consequences that would materially and
adversely affect its ability to perform its duties and obligations
hereunder.
(v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened against the Servicer which would prohibit the
Servicer from entering into this Agreement or, in the Servicer's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Servicer to perform its obligations
under this Agreement or the financial condition of the Servicer.
(vi) The Servicer will examine each Sub-Servicing Agreement and
will be familiar with the terms thereof. Any Sub-Servicing Agreements
will comply with the provisions of Section 3.22.
(vii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery
and performance by the Servicer, or compliance by the Servicer with,
this Agreement or the consummation of the transactions contemplated by
this Agreement, except for any consent, approval, authorization or
order which has not been obtained or cannot be obtained prior to the
actual performance by the Servicer of its obligations under this
Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Servicer to perform its
obligations hereunder.
(viii) The Servicer has full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(b) The representations and warranties set forth in paragraph (a) above
shall survive the execution and delivery of the Agreement. The Servicer shall
indemnify the Trustee and the Trust Fund and hold each of them harmless against
any losses, damages, penalties, fines, forfeitures, and legal fees and related
costs, judgments, and other costs and expenses resulting from any claim, demand,
defense or assertion arising from, or resulting from a material breach of the
Servicer's representations and warranties contained in paragraph (a) above. Such
indemnification shall survive any termination or resignation of the Servicer,
and any termination of the Agreement.
SECTION 3.24. Representations and Warranties of the Special Servicer.
(a) The Special Servicer hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Depositor,
the Servicer and the Fiscal Agent, as of the Closing Date, that:
(i) The Special Servicer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida,
and the Special Servicer is in compliance with the laws of each State
in which any Mortgaged Property is located to the extent necessary to
perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Special
Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, will not violate the Special
Servicer's charter and by-laws or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable to it
or any of its assets, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Special Servicer or
its property is subject.
(iii) The Special Servicer has the full power and authority to
enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance
of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Special Servicer, enforceable
against the Special Servicer in accordance with the terms hereof,
subject to (a) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors'
rights generally, and (b) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at
law.
(v) The Special Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation, in the Special
Servicer's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial
condition of the Special Servicer.
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened against the Special Servicer which
would prohibit the Special Servicer from entering into this Agreement
or, in the Special Servicer's good faith and reasonable judgment, is
likely to materially and adversely affect either the ability of the
Special Servicer to perform its obligations under this Agreement or
the financial condition of the Special Servicer.
(vii) Each officer, director or employee of the Special Servicer
that has or, following the occurrence of a Servicing Transfer Event,
would have responsibilities concerning the servicing and
administration of Mortgage Loans is covered by errors and omissions
insurance in the amounts and with the coverage required by Section
3.07(c). Neither the Special Servicer nor any of its officers,
directors or employees that is or, following the occurrence of a
Servicing Transfer Event, would be involved in the servicing or
administration of Mortgage Loans has been refused such coverage or
insurance.
(viii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery
and performance by the Special Servicer, or compliance by the Special
Servicer with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval,
authorization or order which has not been obtained or cannot be
obtained prior to the actual performance by the Special Servicer of
its obligations under this Agreement, and which, if not obtained would
not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.
(b) The representations and warranties set forth in paragraph (a) above
shall survive the execution and delivery of the Agreement. The Special Servicer
shall indemnify the Trustee and the Trust Fund and hold them harmless against
any losses, damages, penalties, fines, forfeitures, legal fees and related
costs, judgments, and other costs and expenses resulting from any claim, demand,
defense or assertion based on or grounded upon, or resulting from a material
breach of the Special Servicer's representations and warranties contained in
paragraph (a) above. Such indemnification shall survive any termination or
resignation of the Special Servicer, and any termination of the Agreement.
SECTION 3.25. Duties of the Extension Adviser.
(a) The Special Servicer may not extend the maturity of any Specially
Serviced Mortgage Loan beyond the third anniversary of such Mortgage Loan's
original maturity date, unless the Extension Adviser elected pursuant to Section
3.26 shall have approved such extension in writing within ten days after
receiving from the Special Servicer the information, analysis and certification
required by Section 3.25(b). If a written objection to such extension from the
Extension Adviser has not been received by the Special Servicer within said
ten-day period, then the Extension Adviser's approval shall be deemed to have
been given.
(b) The Special Servicer shall, with respect to any proposed extension of a
Specially Serviced Mortgage Loan beyond the third anniversary of such Mortgage
Loan's original maturity date, prepare and deliver to the Extension Adviser, a
summary of such proposed extension and an analysis summarizing the bases of its
conclusion that such extension is reasonably likely to produce a greater
recovery on a present value basis (the relevant discounting to be performed at
the related Net Mortgage Rate) than liquidation of such Mortgage Loan. Such
analysis shall specify the basis on which the Special Servicer has made such
determination, including the status of any existing material default or the
grounds for concluding that a payment default is imminent. The Special Servicer
shall promptly provide the Extension Adviser with such information as is
reasonably requested by the Extension Adviser (including, without limitation,
operating statements, rents rolls, appraisals, environmental reports, inspection
reports and financial statements of the applicable Mortgagor) in connection with
any proposed extension that is in the Special Servicer's possession or is
reasonably obtainable by the Special Servicer. The Extension Adviser shall be
entitled to rely on the information provided by the Special Servicer without any
independent investigation or verification on the part of the Extension Adviser.
In addition, the Special Servicer, in connection with each request for
extension, shall provide to the Extension Adviser an Officer's Certificate
confirming that all conditions precedent to the granting of any such extension
set forth in this Agreement (other than the approval of the Extension Adviser)
have been satisfied.
(c) No direction of the Extension Adviser shall (a) require or cause the
Special Servicer to violate the terms of a Specially Serviced Mortgage Loan,
applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standards and to
maintain the REMIC status of the Trust Fund, or (b) result in the imposition of
a "prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (c) expose the Servicer, the Special Servicer, the Depositor, the
Mortgage Loan Seller, the Trust Fund, the Trustee or their officers, directors,
employees or agents to any claim, suit or liability, or (d) materially expand
the scope of the Special Servicer's or the Servicer's responsibilities under
this Agreement.
SECTION 3.26. Extension Adviser; Elections.
(a) The Class A, Class P, Class B, Class C, Class D and Class E
Certificateholders will be entitled to elect, and shall be deemed to have
elected, the Trustee or a designee of the Trustee as their representative (the
"Extension Adviser") as provided in this Section 3.26. The Trustee (or any other
Person duly elected as Extension Adviser) may resign as Extension Adviser at any
time for any reason or no reason upon not less than 5 Business Days' written
notice to the Depositor, the Trustee, the Special Servicer, the Servicer and
each Class A, Class P, Class B, Class C, Class D and Class E Certificateholder.
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. In addition, upon (i) the receipt by the Trustee of written requests
for an election of an Extension Adviser from such Certificateholders
representing more than 50% of the Voting Rights of all the Class A, Class P,
Class B, Class C, Class D and Class E Certificates, or (ii) the resignation or
removal of the Person acting as Extension Adviser, an election of a successor
Extension Adviser shall be held commencing as soon as practicable thereafter.
The Extension Adviser shall be elected for the purpose of approving certain
actions of the Special Servicer specified herein in respect of extending the
maturity of any Specially Serviced Mortgage Loan beyond the third anniversary of
its original maturity date. The Extension Adviser shall not be entitled to
receive a fee for acting in such capacity.
(b) Promptly after the Closing Date and after any such receipt,
resignation, removal or determination contemplated by Section 3.26(a), the
Trustee shall call a meeting of the Holders of the Class A, Class P, Class B,
Class C, Class D and Class E Certificates, if any, for the purpose of electing
an Extension Adviser. Notice of any such meeting of such Holders shall be mailed
or delivered to each Holder not less than 10 days nor more than 60 days prior to
the meeting; provided, however, that notice of the initial election shall be
mailed or delivered no later than three days after the Closing Date. The notice
shall state the place and the time of the meeting, which may be held by
telephone. Certificateholders representing a majority (by Certificate Balance)
of the Certificates of the applicable Class or Classes, present in person or
represented by proxy, shall constitute a quorum for the nomination of an
Extension Adviser. At the meeting, each such Holder shall be entitled to
nominate one Person to act as Extension Adviser. The Trustee shall cause the
election of the Extension Adviser to be held as soon thereafter as convenient.
(c) Each Holder of a Class A, Class P, Class B, Class C, Class D and Class
E Certificate shall be entitled to vote in each election of the Extension
Adviser. The voting in each election of the Extension Adviser shall be in
writing mailed, delivered or sent by courier and actually received by the
Trustee on or prior to the date of such election. Immediately upon receipt by
the Trustee of votes (which have not been rescinded) from the Holders of such
Certificates representing more than 50% of the Voting Rights of all the Class A,
Class P, Class B, Class C, Class D and Class E Certificates, which votes are
cast for a single Person, such Person shall be, upon such Person's acceptance,
the Extension Adviser. In the event that after the Closing Date an Extension
Adviser shall have resigned or been removed and a successor Extension Adviser
shall not have been elected, there shall be no Extension Adviser.
Notwithstanding anything to the contrary contained herein, the Special Servicer
shall not have any right or obligation to consult with or to seek and/or obtain
approval or direction from an Extension Adviser, and provisions of this
Agreement relating thereto shall be of no effect, in any event during any such
period that there is no Extension Adviser.
(d) The Extension Adviser may be removed at any time by the written vote,
copies of which must be delivered to the Trustee, of Holders of such
Certificates representing more than 50% of the Voting Rights of all the Class A,
Class P, Class B, Class C, Class D and Class E Certificates.
(e) The Trustee shall act as judge of each election of an Extension
Adviser, and, absent manifest error, the determination of the results of any
such election by the Trustee shall be conclusive. Notwithstanding any other
provisions of this Section 3.26, the Trustee may make such reasonable
regulations as it may deem advisable for any such election. Upon election of a
successor Extension Adviser, the Trustee shall promptly mail notice thereof by
first class mail to the Depositor, the Servicer, the Special Servicer, the
Mortgage Loan Seller, the Directing Certificateholder, the Underwriters, the
Placement Agents, the Holders of the Class F, Class G and Class H Certificates
and each of the Rating Agencies.
SECTION 3.27. Limitation on Liability of Extension Adviser.
The Extension Adviser will be acting solely as a representative of the
interests of the Class A, Class P, Class B, Class C, Class D and Class E
Certificateholders, and shall not have any responsibility or liability to the
Trust Fund or any other Class or Classes of Certificateholders for any action
taken, or for refraining from the taking of any action, in good faith pursuant
to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Extension Adviser against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of
obligations or duties hereunder. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that the Extension Adviser may take
actions that favor the interests of one or more Classes of the Certificates over
other Classes of the Certificates and that the Extension Adviser may have
special relationships and interests that conflict with those of Holders of some
Classes of the Certificates and, absent willful misfeasance, bad faith,
negligence or negligent 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
a special relationship or conflict.
[End of Article III]
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions.
(a) On each Distribution Date, to the extent of the Available Distribution
Amount for such Distribution Date, the Paying Agent shall make distributions
from the Distribution Account in the following order of priority, satisfying in
full, to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority:
(i) first, to the Holders of the Class A-1 Certificates, the
Class A-2 Certificates and the 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 in respect of such Classes of
Certificates for such Distribution Date;
(ii) second, pro rata, based upon their respective entitlements
to principal for such Distribution Date (1) to the Class P
Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Class P Principal Distribution Amount, until the
Certificate Balance of such Class has been reduced to zero, and (2)(A)
to the Holders of the Class A-1 Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal
Distribution Amount less the Class P Principal Distribution Amount,
until the outstanding Certificate Balance of such Class has been
reduced to zero, and (B) after the Certificate Balance of the Class
A-1 Certificates has been reduced to zero, to the Holders of the Class
A-2 Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A-1
Certificates on such Distribution Date) less the Class P Principal
Distribution Amount until the outstanding Certificate Balance of such
Class has been reduced to zero;
(iii) third, to the Holders of the Class A-1 Certificates, the
Class A-2 Certificates and the Class P 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;
(iv) fourth, to the Holders of the Class B Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(v) fifth, after the Certificate Balances of the Class A-1 and
Class A-2 Certificates have been reduced to zero, to the Holders of
the Class B Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the
Class A and Class P Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class B Certificates has been
reduced to zero;
(vi) sixth, to the Holders of 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;
(vii) seventh, to the Holders of the Class C Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(viii) eighth, after the Certificate Balances of the Class A-1,
Class A-2 and Class B Certificates have been reduced to zero, to the
Holders of the Class C Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect
of the Class A, Class P and Class B Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class C
Certificates has been reduced to zero;
(ix) ninth, to the Holders of 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;
(x) tenth, to the Holders of the Class D Certificates, in respect
of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xi) eleventh, after the Certificate Balances of the Class A-1,
Class A-2, Class B and Class C Certificates have been reduced to zero,
to the Holders of the Class D Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A, Class P, Class B and Class C
Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class D Certificates has been reduced to
zero;
(xii) twelfth, to the Holders of 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;
(xiii) thirteenth, to the Holders of the Class E Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xiv) fourteenth, after the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C and Class D Certificates have been
reduced to zero, to the Holders of the Class E Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A, Class P, Class B, Class C
and Class D Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class E Certificates has been
reduced to zero;
(xv) fifteenth, to the Holders of 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;
(xvi) sixteenth, to the Holders of the Class F Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xvii) seventeenth, after the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D and Class E Certificates
have been reduced to zero, to the Holders of the Class F Certificates,
in reduction of the Certificate Balance thereof, an amount equal to
the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A, Class P, Class B,
Class C, Class D and Class E Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class F Certificates
has been reduced to zero;
(xviii) eighteenth, to the Holders of 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;
(xix) nineteenth, to the Holder of the Class G Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xx) twentieth, after the Certificate Balances of the Class A-1,
Class A-2, Class B, Class C, Class D, Class E and Class F Certificates
have been reduced to zero, to the Holders of the Class G Certificates,
in reduction of the Certificate Balance thereof, an amount equal to
the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A, Class P, Class B,
Class C, Class D, Class E and Class F Certificates on such
Distribution Date), until the outstanding Certificate Balance of the
Class G Certificates has been reduced to zero;
(xxi) twenty-first, to the Holder of 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;
(xxii) twenty-second, to the Holder of the Class H Certificates
in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Class of Certificates
for such Distribution Date;
(xxiii) twenty-third, after the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F and Class
G Certificates have been reduced to zero, to the holders of the Class
H Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A,
Class P, Class B, Class C, Class D, Class E, Class F and Class G
Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class H Certificates has been reduced to
zero;
(xxiv) twenty-fourth, to the Holder of 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
(xxv) twenty-fifth, to the Class R Certificates, the amount, if
any, of the Available Distribution Amount remaining in the
Distribution Account with respect to such Distribution Date.
(b) On and after the Distribution Date on which the Certificate Balances of
the Subordinate Certificates have all been reduced to zero (without regard to
any amounts of Collateral Support Deficit remaining unreimbursed), the Principal
Distribution Amount will be distributed, pro rata (based upon Certificate
Balances), among the Classes of Class A Certificates and the Class P
Certificates without regard to the priorities set forth in Section 4.01(a).
(c) On each Distribution Date, until the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D and Class E Certificates have each
been reduced to zero, the Paying Agent shall withdraw any amounts on deposit in
the Distribution Account that represent Prepayment Premiums actually collected
on Mortgage Loans or REO Loans during the related Due Period, and shall
distribute 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 of principal distributed with
respect to such Class pursuant to Section 4.01(a) on such Distribution Date, and
the denominator of which is the total amount of principal distributed to all
Classes of Certificates pursuant to Section 4.01(a) on such Distribution Date,
(b) 25%, and (c) the total amount of Prepayment Premiums collected during the
related Due Period. Any Prepayment Premiums received during the related Due
Period with respect to such Mortgage Loans remaining after such distributions
shall be distributed on the Class X Certificates.
On each Distribution Date, until the Certificate Balances of the Class A-1,
Class A-2, Class B, Class C, Class D and Class E Certificates have each been
reduced to zero, the Paying Agent shall withdraw any amounts on deposit in the
Distribution Account that represent Yield Maintenance Charges actually collected
on Mortgage Loans or REO Loans during the related Due Period, and shall
distribute 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 of principal distributed with
respect to such Class pursuant to Section 4.01(a) on such Distribution Date, and
the denominator of which is the total amount of principal distributed to all
Classes of Certificates pursuant to Section 4.01(a) on such Distribution Date,
(b) the Base Interest Fraction for the related principal prepayment and such
Class of Certificates and (c) the aggregate amount of Yield Maintenance Charges
collected on such principal prepayment during the related Due Period. Any Yield
Maintenance Charges received during the related Due Period with respect to such
Mortgage Loans remaining after such distributions shall be distributed on the
Class X Certificates.
Following the reduction of the Certificate Balances of the Class A-1, Class
A-2, Class B, Class C, Class D and Class E Certificates to zero, the Paying
Agent shall distribute 100% of any Yield Maintenance Charges and Prepayment
Premiums actually received during the related Due Period with respect to such
Mortgage Loans to the Class X Certificates.
(d) All distributions made with respect to each Class on each Distribution
Date shall be allocated pro rata among the outstanding Certificates in such
Class based on their respective Percentage Interests. Except as otherwise
specifically provided in Sections 4.01(e), 4.01(f) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee and the Paying Agent with
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 Distribution Dates) and is the registered owner of
Certificates with an aggregate initial Certificate Balance or Notional Amount,
as applicable, of at least $5,000,000, or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register. The
final distribution on each Certificate (determined without regard to any
possible future reimbursement of Collateral Support Deficit previously allocated
to such Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.
Each distribution with respect to a Book-Entry Certificate shall be paid to
the Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Paying Agent, the
Trustee, the Certificate Registrar, the Depositor, the Servicer, the Special
Servicer, the Underwriters, the Placement Agents or the Fiscal Agent shall have
any responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(e) Except as otherwise provided in Section 9.01, whenever the Paying Agent
expects that the final distribution with respect to any Class of Certificates
(determined without regard to any possible future reimbursement of any amount of
Collateral Support Deficit previously allocated to such Class of Certificates)
will be made on the next Distribution Date, the Paying Agent shall, no later
than the related P & I Advance Determination Date, mail to each Holder on such
date of such Class of Certificates a notice to the effect that:
(i) the Paying Agent expects that the final distribution with
respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such
Certificates at the offices of the Certificate Registrar or such other
location therein specified, and
(ii) no interest shall accrue on such Certificates from and after
such Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee or the Paying Agent as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(e).
(f) Distributions in reimbursement of Collateral Support Deficit previously
allocated to the Regular Certificates shall be made in the amounts and manner
specified in Section 4.01(a) to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the
relevant Distribution Date; provided that all distributions in reimbursement of
Collateral Support Deficit previously allocated to a Class of Certificates which
has since been retired shall be to the prior Holders that surrendered the
Certificates of such Class upon retirement thereof and shall be made by check
mailed to the address of each such prior Holder last shown in the Certificate
Register. Notice of any such distribution to a prior Holder shall be made in
accordance with Section 11.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Paying Agent shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(e) as if such Holder had failed to
surrender its Certificates.
SECTION 4.02. Statements to Certificateholders; Collection Reports.
(a) On each Distribution Date, the Paying Agent shall forward by mail to
all of the Holders of each Class of Certificates, the Underwriters, the
Placement Agents, the Servicer, the Special Servicer and a financial market
publisher (which initially will be Bloomberg, L.P.) a statement (substantially
in the form set forth as Exhibit H hereto) as to the distributions made on such
Distribution Date (each, a "Distribution Date Statement") setting forth:
(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 Accrued Certificate Interest in respect of such Class of
Certificates for such Distribution Date, separately identifying any
Certificate Deferred Interest for such Distribution Date allocated to
such Class of Certificates;
(xi) the amount of the distribution on such Distribution Date to
the Holders of such Class of Certificates allocable to Prepayment
Premiums and Yield Maintenance Charges;
(xii) the Pass-Through Rate for such Class of Certificates (other
than the Class P Certificates) for such Distribution Date and the next
succeeding Distribution Date;
(xiii) the Scheduled Principal Distribution Amount and the
Unscheduled Principal Distribution Amount for such Distribution Date;
(xiv) 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;
(xv) the Certificate Factor for each Class of Regular
Certificates immediately following such Distribution Date;
(xvi) 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, the total Appraisal Reduction Amounts as of such
Distribution Date on a loan-by-loan basis;
(xvii) the number and related Stated Principal Balance of any
Mortgage Loans extended or modified during the related Due Period;
(xviii) the amount of any remaining Class Unpaid Interest
Shortfall for such Class as of such Distribution Date; and
(xix) in the case of the Residual Certificates, the amount of any
distributions on such Certificates pursuant to Sections 4.01(a) and
(b).
In the case of information furnished pursuant to clauses (i), (ii), (xi),
(xviii) and (xix) above, the amounts shall be expressed as a dollar amount in
the aggregate for all Certificates of each applicable Class and per Definitive
Certificate.
Within a reasonable period of time after the end of each calendar year, the
Paying Agent shall furnish to the Trustee and each Person 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 (xi) 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
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.
On each Distribution Date, the Paying Agent shall forward to the Depositor,
to each Rating Agency, to each Holder of a Residual Certificate, to the
Servicer, to the Special Servicer, to the Trustee, to the Fiscal Agent and any
other party that the Depository may designate, a copy of the Distribution Date
Statement forwarded to the Holders of the Regular Certificates on such
Distribution Date.
(b) With respect to each Distribution Date, the Servicer shall furnish to
the Paying Agent, Trustee, the Depositor, the Special Servicer and each Rating
Agency (i) a preliminary Collection Report no later than the Business Day
immediately following the related P & I Advance Determination Date, and (ii) an
accurate and complete Collection Report no later than the related P&I Advance
Date, in each case containing the following information:
(i) the information to be provided to Certificateholders on such
Distribution Date pursuant to clauses (iii) through (viii) of Section
4.02(a); and
(ii) such other information in the Servicer's possession
regarding the Mortgage Loans and any REO Properties as the Paying
Agent or the Trustee may reasonably request to perform their
respective duties hereunder or that any Rating Agency requests.
The Collection Report may be in the form of more than one report (if
necessary and appropriate), and shall be provided by the Servicer to the Paying
Agent and the Trustee in such format(s) as the Servicer, the Paying Agent and
the Trustee may agree. None of the Paying Agent, the Trustee or the Depositor
shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Servicer in the Collection Report. Unless the Paying
Agent has actual knowledge that any Collection Report contains erroneous
information, the Paying Agent is authorized to rely thereon in calculating and
making distributions to Certificateholders in accordance with Section 4.01,
preparing the statements to Certificateholders required by Section 4.02(a), and
allocating Collateral Support Deficit to the Certificates in accordance with
Section 4.04.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Servicer shall provide the requesting Certificateholder
with such information that is in the Servicer's possession or can reasonably be
obtained by the Trustee as is requested by such Certificateholder, for purposes
of satisfying applicable reporting requirements under Rule 144A under the
Securities Act. In addition, pursuant to Section 8.12(b), the Servicer shall
provide a financial market publisher (which shall initially be Bloomberg, L.P.)
certain current information with respect to the Mortgaged Properties as set
forth on Schedule I hereto.
(d) The Paying Agent shall file with the Commission, in respect of the
Trust Fund and the Certificates, copies of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(including Distribution Date Statements issued pursuant to Section 4.02(a) by
means of Current Report on Form 8-K and an Annual Report on Form 10-K). In the
event that the Depositor determines that electronic filing through the EDGAR
System is required for any reports, the Depositor may either (x) request that
the Paying Agent process such filing, or (y) cause the filing to be processed by
the Depositor or its designee upon receipt from the Paying Agent of the reports,
documents and other information described above. Notwithstanding the foregoing,
the Depositor shall file with the Commission, within fifteen days after the
Closing Date, a Current Report on Form 8-K together with this Agreement.
SECTION 4.03. P&I Advances.
(a) On or before 12:30 p.m., New York City time, on each P&I Advance Date,
the Servicer shall either (i) deposit into the Distribution Account from its own
funds an amount equal to the aggregate amount of P&I Advances, if any, to be
made in respect of the related Distribution Date, (ii) apply amounts held in the
Certificate Account for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make P&I Advances, or (iii) make
P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made. Any amounts held in the Certificate
Account for future distribution and so used to make P&I Advances shall be
appropriately reflected in the Servicer's records and replaced by the Servicer
by deposit in the Certificate Account on or before the next succeeding P&I
Advance Determination Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made). The Servicer shall notify the
Trustee and the Fiscal Agent by a certificate of the Servicing Officer, of (i)
the aggregate amount of P&I Advances for a Distribution Date, and (ii) the
amount of any Nonrecoverable Advances for such Distribution Date, on or before
three Business Days prior to such Distribution Date. The Paying Agent shall
notify the Trustee and Fiscal Agent promptly after discovering or receiving
notice of the Servicer's failure to make any P&I Advance. If the Servicer fails
to make a required P&I Advance by 12:30 p.m., New York City time, on any P&I
Advance Date, an Event of Default as set forth in clause (a)(i) of Section 7.01
shall occur and the Trustee shall make such P&I Advance pursuant to Section
7.05, and if the Trustee fails to make such P&I Advance by the close of
business, New York City time, on such P&I Advance Date, the Fiscal Agent shall
make such P&I Advance pursuant to Section 7.05 by 10:00 a.m., New York City
time, on the immediately succeeding Business Day. In the event that the Servicer
fails to make a required P&I Advance hereunder, the Paying Agent shall notify
the Trustee and the Fiscal Agent of such circumstances by 1:00 p.m. (New York
time) on the related P&I Advance Date.
(b) Subject to Section 4.03(c) and (e) below, the aggregate amount of P&I
Advances to be made by the Servicer with respect to any Distribution Date shall
equal the aggregate of: (i) all Monthly Payments (in each case, net of related
Servicing Fees) other than Balloon Payments, that were due during the related
Due Period and delinquent as of the close of business on the Business Day
preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on
behalf of the Servicer); and (ii) with respect to each Mortgage Loan as to which
the related Balloon Payment was due during or prior to the related Due Period
and was delinquent 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. Subject to subsection (c) below, the
obligation of the Servicer to make such P&I Advances is mandatory, and with
respect to any Mortgage Loan or REO Loan, shall continue until the Distribution
Date on which the proceeds, if any, received in connection with a Liquidation
Event with respect thereto are to be distributed.
(c) Notwithstanding anything herein to the contrary, no P&I Advance shall
be required to be made hereunder if such P&I Advance would, if made, constitute
a Nonrecoverable P&I Advance.
(d) In connection with the recovery of any P&I Advance out of the
Certificate Account pursuant to Section 3.05(a), the Servicer shall be entitled
to pay itself, the Trustee or the Fiscal Agent, as the case may be, out of any
amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
P&I Advance from the date made to but not including the date of reimbursement.
The Servicer shall reimburse itself, the Trustee or the Fiscal Agent, as the
case may be, for any outstanding P&I Advance as soon as practicably possible
after funds available for such purpose are deposited in the Certificate Account.
(e) Notwithstanding the foregoing, (i) none of the Servicer, the Trustee
and the Fiscal Agent shall be required to make an advance for Penalty Charges,
Prepayment Premiums or Yield Maintenance Charges and (ii) the amount required to
be advanced in respect of delinquent Monthly Payments or Assumed Scheduled
Payments on Mortgage Loans that have been subject to an Appraisal Reduction
Event will equal, with respect to any Distribution Date and any Mortgage Loan,
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.
SECTION 4.04. Allocation of Collateral Support Deficit.
(a) On each Distribution Date, immediately following the distributions to
be made on such date pursuant to Section 4.01 and the allocation of Certificate
Deferred Interest pursuant to Section 4.06, the Paying Agent shall calculate the
amount, if any, by which (i) the aggregate Stated Principal Balance of the
Mortgage Loans and any REO Loans expected to be outstanding immediately
following such Distribution Date, is less than (ii) the then aggregate
Certificate Balance of the Regular Certificates after giving effect to
distributions of principal on such Distribution Date and the allocation of
Certificate Deferred Interest pursuant to Section 4.06 (any such deficit, the
"Collateral Support Deficit"). Any allocation of Collateral Support Deficit to a
Class of Regular Certificates shall be made by reducing the Certificate Balance
thereof by the amount so allocated. Any Collateral Support Deficit allocated to
a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. The allocation of Collateral Support Deficit shall constitute an
allocation of losses and other shortfalls experienced by the Trust Fund.
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.
(b) On each Distribution Date, the Certificate Balances of the Regular
Certificates will be reduced without distribution as a write-off to the extent
of any Collateral Support Deficit, if any, allocable to such Certificates with
respect to such Distribution Date. Any such write-off shall be allocated among
the respective Certificates as follows: first, to the Class H Certificates;
second, to the Class G Certificates; third, to the Class F Certificates; fourth,
to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the
Class C Certificates; seventh, to the Class B Certificates, in each case, until
the remaining Certificate Balance of each such Class of Certificates has been
reduced to zero; and eighth, to the Class A-1 Certificates, the Class A-2
Certificates and the Class P Certificates, pro rata (based upon Certificate
Balance), until the remaining Certificate Balances of such Classes of
Certificates have been reduced to zero.
SECTION 4.05. Appraisal Reductions.
The aggregate Appraisal Reduction will be allocated by the Paying Agent on
each Distribution Date, only for purposes of determining the identity of the
Controlling Class and Voting Rights and the amount of P&I Advances with respect
to the related Mortgage Loan, to the Certificate Balance of the Class H, Class
G, Class F, Class E, Class D, Class C and Class B Certificates, in that order,
up to the amount of their respective Certificate Balances. On any Distribution
Date, an Appraisal Reduction that otherwise would be allocated to a Class of
Certificates will be allocated to the next most subordinate Class to the extent
that the Certificate Balance on such Distribution Date for such Class of
Certificates (prior to taking the Appraisal Reduction into account) is less than
the Appraisal Reduction for such Distribution Date.
SECTION 4.06. Certificate Deferred Interest.
(a) On each Distribution Date, the amount of interest distributable to a
Class of Certificates (other than the Class X and Class P Certificates) shall be
reduced by an amount equal to the amount of Mortgage Deferred Interest for all
Mortgage Loans for the Due Dates occurring in the related Due Period allocated
to such Class of Certificates, such Mortgage Deferred Interest to be allocated
first to the Class H Certificates, second to the Class G Certificates, third to
the Class F Certificates, fourth to the Class E Certificates, fifth to the Class
D Certificates, sixth to the Class C Certificates, seventh to the Class B
Certificates and eighth, pro rata (based upon Accrued Certificate Interest), to
the Class A-1 and Class A-2 Certificates, in each case up to the respective
Accrued Certificate Interest for each such Class of Certificates for such
Distribution Date.
(b) On each Distribution Date, the Certificate Balances of the Class A-1,
Class A-2, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates shall be increased by the amount of the Certificate Deferred
Interest allocated to such Class of Certificates on such Distribution Date
pursuant to Section 4.06(a) above.
[End of Article IV]
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Certificates will be substantially in the respective forms annexed
hereto as Exhibits A-1 through and including A-12. The Certificates will be
issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates shall
initially be held and transferred through the book-entry facilities of the
Depository. The Class R Certificates will be issuable in one or more registered,
definitive physical certificates (each, a "Definitive Certificate")
substantially in the form of Certificates of each Class and with such applicable
legends as are set forth in the Exhibits hereto corresponding to such Class.
Each Certificate will share ratably in all rights of the related Class. The
Class X Certificates will be issuable only in minimum Denominations of
authorized initial Notional Amount of not less than $1,000,000 and in integral
multiples of $1,000 in excess thereof. The Regular Certificates (other than the
Class X Certificates) will be issuable only in minimum Denominations of
authorized initial Certificate Balance of not less than $250,000, and in
integral multiples of $1,000 in excess thereof. If the Original Certificate
Balance or initial Notional Amount, as applicable, of any Class does not equal
an integral multiple of $1,000, then a single additional Certificate of such
Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of
(i) the Original Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1,000 that does not
exceed such amount. The Class R Certificates will be issuable only in one or
more Definitive Certificates in denominations representing Percentage Interests
of not less than 20%. With respect to any Certificate or any beneficial interest
in a Certificate, the "Denomination" thereof shall be (i) the amount (a) set
forth on the face thereof or (b) set forth on a schedule attached thereto or,
(c) in the case of any beneficial interest in a Book-Entry Certificate, the
interest of the related Certificate Owner in the applicable Class of
Certificates as reflected on the books and records of the Depository or related
Participants, as applicable, (ii) expressed in terms of initial Certificate
Balance or initial Notional Amount, as applicable, and (iii) be in an authorized
denomination, as set forth above. The Book-Entry Certificates will be issued as
one or more certificates registered in the name of a nominee designated by the
Depository, and Certificate Owners will hold interests in the Book-Entry
Certificates through the book-entry facilities of the Depository in the minimum
Denominations and aggregate Denominations as set forth in the above. No
Certificate Owner of a Book-Entry Certificate of any Class thereof will be
entitled to receive a Definitive Certificate representing its interest in such
Class, except as provided in Section 5.03 herein. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates,
beneficial ownership interests in such Class of Certificates will be maintained
and transferred on the book-entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.
(b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Certificate Registrar by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were at any time
the authorized officers of the Certificate Registrar shall be entitled to all
benefits under this Agreement, subject to the following sentence,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. The Chase
Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New York 10001, is
hereby initially appointed Authenticating Agent with power to act on the
Trustee's behalf in the authentication and delivery of the Certificates in
connection with transfers and exchanges as herein provided. If The Chase
Manhattan Bank resigns or is removed as Servicer in accordance with the terms
hereof, The Chase Manhattan Bank shall be entitled to immediately resign as
Authenticating Agent by giving written notice thereof to the Trustee and the
Servicer.
(c) Any of the Certificates may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
SECTION 5.02. Registration of Transfer and Exchange of Certificates.
(a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New York
10001 is hereby initially appointed Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Trustee, the Special Servicer, the Servicer and
the Fiscal Agent, any other bank or trust company to act as Certificate
Registrar under such conditions as the predecessor Certificate Registrar may
prescribe, provided that the predecessor Certificate Registrar shall not be
relieved of any of its duties or responsibilities hereunder by reason of such
appointment. If the Servicer resigns or is removed in accordance with the terms
hereof, and The Chase Manhattan Bank resigns as Certificate Registrar, the
Trustee shall immediately succeed to its predecessor's duties as Certificate
Registrar. The Depositor, the Trustee, the Paying Agent, the Servicer and the
Special Servicer shall have the right to inspect the Certificate Register or to
obtain a copy thereof at all reasonable times, and to rely conclusively upon a
certificate of the Certificate Registrar as to the information set forth in the
Certificate Register. The names and addresses of all Certificateholders and the
names and addresses of the transferees of any Certificates shall be registered
in the Certificate Register; provided, however, in no event shall the
Certificate Registrar be required to maintain in the Certificate Register the
names of Certificate Owners. The Person in whose name any Certificate is so
registered shall be deemed and treated as the sole owner and Holder thereof for
all purposes of this Agreement and the Certificate Registrar, the Servicer, the
Trustee, the Paying Agent, the Special Servicer and any agent of any of them
shall not be affected by any notice or knowledge to the contrary. A Definitive
Certificate is transferable or exchangeable only upon the surrender of such
Certificate to the Certificate Registrar at its office maintained at 450 West
33rd Street, New York, New York 10001 or at the Corporate Trust Office, if the
Trustee is the Certificate Registrar (the "Registrar Office") together with an
assignment and transfer (executed by the Holder or his duly authorized
attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the
Certificate Registrar shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or
more new Certificates in Denominations of a like aggregate Denomination as the
Definitive Certificate being surrendered. Such Certificates shall be delivered
by the Certificate Registrar in accordance with Section 5.02(e). Each
Certificate surrendered for registration of transfer shall be canceled, and the
Certificate Registrar shall hold such canceled Certificates in accordance with
its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to
an Affiliate thereof) is to be made in reliance upon an exemption from the
Securities Act, and under the applicable state securities laws, then either: (i)
the Certificate Registrar shall require that the transferee deliver to the
Certificate Registrar an investment representation letter (the "Investment
Representation Letter") substantially in the form of Exhibit C attached hereto,
which Investment Representation Letter shall certify, among other things, that
the transferee is an institutional "accredited investor" as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an
"Institutional Accredited Investor") or a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act (a "Qualified Institutional
Buyer"), and the Certificate Registrar may also require that the transferee
deliver to the Certificate Registrar an Opinion of Counsel if such transferee is
not a Qualified Institutional Buyer; or (ii) if the certifications described in
the preceding clause (i) cannot be provided (a) the Certificate Registrar shall
require an Opinion of Counsel reasonably satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from
registration or qualification under the Securities Act, applicable state
securities laws and other relevant laws, which Opinion of Counsel shall not be
an expense of the Trust Fund, the Certificate Registrar, the Depositor or the
Trustee, and (b) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Non-Registered Certificate of any such Class may be made to
a trust if the transferor provides to the Certificate Registrar and to the
Trustee a certification that interests in such trust may only be transferred
subject to requirements substantially to the effect set forth in this Section
5.02. The Servicer will furnish, or cause to be furnished, upon the request of
any Holder of Non-Registered Certificates, to a prospective purchaser of such
Non-Registered Certificates who is a Qualified Institutional Buyer, such
information as is specified in paragraph (d)(4) of Rule 144A with respect to the
Trust Fund, unless, at the time of such request, the entity with respect to
which such information is to be provided is subject to the reporting
requirements of Section 15(d) of the Exchange Act. None of the Depositor, the
Trustee, the Servicer or the Certificate Registrar is obligated to register or
qualify any Class of Non-Registered Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under this
Agreement to permit the transfer of any Non-Registered Certificate without
registration or qualification. Any Holder of a Non-Registered Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Depositor, the Trustee, the Servicer and the Certificate Registrar against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Unless the Certificate Registrar
determines otherwise in accordance with applicable law and the rules and
procedures of, or applicable to, the Depository (the "Depository Rules"),
transfers of a beneficial interest in a Book-Entry Certificate representing an
interest in a Non-Registered Certificate that is not rated in one of the top
four categories by a nationally recognized statistical rating organization to
(i) an Institutional Accredited Investor will require delivery in the form of a
Definitive Certificate and the Certificate Registrar shall register such
transfer only upon compliance with the foregoing provisions of this Section
5.02(b) or (ii) a Qualified Institutional Buyer may only be effectuated by means
of an "SRO Rule 144A System" approved for such purpose by the Commission.
Unless the Non-Registered Certificates have been registered under the
Securities Act, each of the Non-Registered Certificates shall bear a legend
substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF
AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (a) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(b) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (c) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (d) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH
SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS
CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO
REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND
SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED
INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR,
AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF
SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
(c) With respect to the Subordinate Certificates and Residual Certificates,
no sale, transfer, pledge or other disposition by any Holder of any such
Certificate shall be made unless the Certificate Registrar shall have received
either (i) a representation letter from the proposed purchaser or transferee of
such Certificate substantially in the form of Exhibit G attached hereto, to the
effect that such proposed purchaser or transferee is not (a) an employee benefit
plan subject to the fiduciary responsibility provisions of ERISA or Section 4975
of the Code, or a governmental plan (as defined in Section 3(32) of ERISA)
subject to any federal, state or local law ("Similar Law") which is, to a
material extent, similar to the foregoing provisions of ERISA or the Code (each
a "Plan") or (b) a person acting on behalf of or using the assets of any such
Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of
Labor Regulation ss. 2510.3-101), other than an insurance company using the
assets of its general account under circumstances whereby the purchase and
holding of such Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under Prohibited
Transaction Class Exemption 95-60 or (ii) if such Certificate is presented for
registration in the name of a purchaser or transferee that is any of the
foregoing, an Opinion of Counsel in form and substance satisfactory to the
Certificate Registrar and the Depositor to the effect that the acquisition and
holding of such Certificate by such purchaser or transferee will not result in
the assets of the Trust Fund being deemed to be "plan assets" and subject to the
fiduciary responsibility provisions of ERISA, the prohibited transaction
provisions of the Code or the provisions of any Similar Law, will not constitute
or result in a "prohibited transaction" within the meaning of ERISA, Section
4975 of the Code or any Similar Law, and will not subject the Trustee, the
Certificate Registrar, the Servicer, the Special Servicer, the Fiscal Agent, the
Extension Adviser, the Underwriters, the Placement Agents or the Depositor to
any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law). The Certificate Registrar
shall not register the sale, transfer, pledge or other disposition of any such
Certificate unless the Certificate Registrar has received either the
representation letter described in clause (i) above or the Opinion of Counsel
described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the
Servicer, the Special Servicer, the Fiscal Agent, the Trustee and the Trust
Fund. Each Certificate Owner of a Subordinate Certificate shall be deemed to
represent that it is not a Person specified in clauses (a), or (b) above. Any
transfer, sale, pledge or other disposition of any such Certificates that would
constitute or result in a prohibited transaction under ERISA, Section 4975 of
the Code or any Similar Law, or would otherwise violate the provisions of this
Section 5.02(c) shall be deemed absolutely null and void ab initio, to the
extent permitted under applicable law.
So long as any of the Class of Certificates remains outstanding, the
Servicer will make available, or cause to be made available, upon request, to
any Holder and any Person to whom any such Certificate of any such Class of
Certificates may be offered or sold, transferred, pledged or otherwise disposed
of by such Holder, information with respect to the Servicer, the Special
Servicer or the Mortgage Loans necessary to the provision of an Opinion of
Counsel described in this Section 5.02(c).
(d) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance
or acquisition of such Ownership Interest to have agreed to be bound
by the following provisions and to have irrevocably authorized the
Paying Agent under clause (ii) below to deliver payments to a Person
other than such Person. The rights of each Person acquiring any
Ownership Interest in a Residual Certificate are expressly subject to
the following provisions:
(A) No Person holding or acquiring any Ownership Interest in
a Residual Certificate shall be a Disqualified Organization or
agent thereof (including a nominee, middleman or similar person)
(an "Agent") or a Non-U.S. Person and shall promptly notify the
Servicer, the Trustee and the Certificate Registrar of any change
or impending change to such status.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Residual Certificate, the Certificate
Registrar shall require delivery to it, and no Transfer of any
Residual Certificate shall be registered until the Certificate
Registrar receives, an affidavit substantially in the form
attached hereto as Exhibit D-1 (a "Transfer Affidavit") from the
proposed Transferee, in form and substance satisfactory to the
Certificate Registrar, representing and warranting, among other
things, that such Transferee is not a Disqualified Organization
or Agent thereof or a Non-U.S. Person, and that it has reviewed
the provisions of this Section 5.02(d) and agrees to be bound by
them.
(C) Notwithstanding the delivery of a Transfer Affidavit by
a proposed Transferee under clause (b) above, if the Certificate
Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization, an Agent thereof or a Non-U.S. Person,
no Transfer of an Ownership Interest in a Residual Certificate to
such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest
in a Residual Certificate shall agree (1) to require a Transfer
Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Residual
Certificate and (2) not to transfer its Ownership Interest in
such Residual Certificate unless it provides to the Certificate
Registrar a letter substantially in the form attached hereto as
Exhibit D-2 (a "Transferor Letter") certifying that, among other
things, it has no actual knowledge that such prospective
Transferee is a Disqualified Organization, an Agent thereof or a
Non-U.S. Person.
(ii) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section
5.02(d), then the last preceding Holder of such Residual Certificate
that was in compliance with the provisions of this Section 5.02(d)
shall be restored, to the extent permitted by law, to all rights as
Holder thereof retroactive to the date of registration of such
Transfer of such Residual Certificate. None of the Trustee, the
Servicer, the Authenticating Agent and the Certificate Registrar shall
be under any liability to any Person for any registration of Transfer
of a Residual Certificate that is in fact not permitted by this
Section 5.02(d) or for making any payments due on such Certificate to
the Holder thereof or for taking any other action with respect to such
Holder under the provisions of this Agreement.
(iii) The Servicer shall make available to the Internal Revenue
Service and those Persons specified by the REMIC Provisions, upon
written request of the Trustee, all information in its possession and
necessary to compute any tax imposed as a result of the Transfer of an
Ownership Interest in a Residual Certificate to any Person who is a
Disqualified Organization or Agent thereof, including the information
described in Treasury regulations sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the "excess inclusions" of such
Residual Certificate.
(e) Subject to the restrictions on transfer and exchange set forth in this
Section 5.02, the Holder of any Definitive Certificate may transfer or exchange
the same in whole or in part (with a Denomination equal to any authorized
denomination) by surrendering such Certificate at the Registrar Office or at the
office of any successor Certificate Registrar or transfer agent appointed by the
Certificate Registrar, together with an instrument of assignment or transfer
(executed by the Holder or its duly authorized attorney), in the case of
transfer, and a written request for exchange in the case of exchange. Subject to
the restrictions on transfer set forth in this Section 5.02 and Depository
Rules, any Certificate Owner owning a beneficial interest in a Non-Registered
Certificate may cause the Certificate Registrar to request that the Depository
exchange such Certificate Owner's beneficial interest in a Book-Entry for a
Definitive Certificate or Certificates. Following a proper request for transfer
or exchange, the Certificate Registrar shall, within five Business Days of such
request if made at such Registrar Office, or within ten Business Days if made at
the office of a transfer agent (other than the Certificate Registrar), execute
and deliver at such Registrar Office or at the office of such transfer agent, as
the case may be, to the transferee (in the case of transfer) or Holder (in the
case of exchange) or send by first class mail (at the risk of the transferee in
the case of transfer or Holder in the case of exchange) to such address as the
transferee or Holder, as applicable, may request, a Definitive Certificate or
Certificates, as the case may require, for a like aggregate Denomination and in
such Denomination or Denominations as may be requested. The presentation for
transfer or exchange of any Definitive Certificate shall not be valid unless
made at the Registrar Office or at the office of a transfer agent by the
registered Holder in person, or by a duly authorized attorney-in-fact. The
Certificate Registrar may decline to accept any request for an exchange or
registration of transfer of any Certificate during the period of 15 days
preceding any Distribution Date.
(f) In the event a Responsible Officer of the Certificate Registrar becomes
aware that a Definitive Certificate (other than a Definitive Certificate issued
in exchange for a Certificate representing an interest in the Class A-1, Class
A-2, Class P, Class B, Class C, Class D, Class E or Class X Certificates) or a
beneficial interest in a Book-Entry Certificate representing a Non-Registered
Certificate is being held by or for the benefit of a Person who is not an
Eligible Investor, or that such holding is unlawful under the laws of a relevant
jurisdiction, then the Certificate Registrar shall have the right to void such
transfer, if permitted under applicable law, or to require the investor to sell
such Definitive Certificate or beneficial interest in such Book-Entry
Certificate to an Eligible Investor within 14 days after notice of such
determination and each Certificateholder by its acceptance of a Certificate
authorizes the Certificate Registrar to take such action.
(g) The Certificate Registrar shall provide notice to the Trustee, the
Servicer, the Special Servicer, the Paying Agent and the Depositor of each
transfer of a Certificate and to provide each such Person with an updated copy
of the Certificate Register on or about January 1 and July 1 of each year,
commencing January 1, 1997.
(h) No fee or service charge shall be imposed by the Certificate Registrar
for its services in respect of any registration of transfer or exchange referred
to in this Section 5.02 except as provided below. In connection with any
transfer to an Institutional Accredited Investor, the transferor shall reimburse
the Trust Fund for any costs (including the cost of the Certificate Registrar's
counsel's review of the documents and any legal opinions, submitted by the
transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. With
respect to any transfer or exchange of any Certificate, the Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
(i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.
SECTION 5.03. Book-Entry Certificates.
(a) The Regular Certificates shall initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided in subsection (c) below, transfer of such Certificates may not be
registered by the Certificate Registrar unless such transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in
Section 5.02(e) above or subsection (c) below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Paying Agent, the
Fiscal Agent, the Depositor and the Certificate Registrar may for all purposes,
including the making of payments due on the Book-Entry Certificates, deal with
the Depository as the authorized representative of the Certificate Owners with
respect to such Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners with respect to
the Book-Entry Certificates shall be limited to those established by law and
agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the
Certificate Registrar in writing that the Depository is no longer willing or
able to properly discharge its responsibilities with respect to the Book-Entry
Certificates, and (b) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee, the Paying Agent and
the Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository, the Paying Agent shall notify the affected
Certificate Owners, through the Depository with respect to all, any Class or any
portion of any Class of the Certificates, or (iii) the Trustee determines that
Definitive Certificates are required in accordance with the provisions of
Section 5.03(e), of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Certificate Registrar of the Book-Entry Certificates by the
Depository or any custodian acting on behalf of the Depository, accompanied by
registration instructions from the Depository for registration of transfer, the
Certificate Registrar shall execute, and the Authenticating Agent shall
authenticate and deliver, within five Business Days of such request if made at
the Registrar Office, or within ten Business Days if made at the office of a
transfer agent (other than the Certificate Registrar), the Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Fiscal Agent, the Paying Agent, the Servicer, the Trustee,
the Special Servicer, the Authenticating Agent and the Certificate Registrar
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Certificates, the registered holders of such
Definitive Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.
(d) The Book-Entry Certificates (i) shall be delivered by the Certificate
Registrar to the Depository, or pursuant to the Depository's instructions, and
shall be registered in the name of Cede & Co., and (ii) shall bear a legend
substantially to the following effect:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Certificate Registrar for
registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
The Book-Entry Certificates may be deposited with such other Depository as
the Certificate Registrar may from time to time designate, and shall bear such
legend as may be appropriate.
(e) If the Trustee has instituted or has been directed to institute any
judicial proceeding in a court to enforce the rights of the Certificateholders
under the Certificates, and the Trustee has been advised by counsel that in
connection with such proceeding it is necessary or appropriate for the Trustee
to obtain possession of all or any portion of the Certificates evidenced by
Book-Entry Certificates, the Trustee may in its sole discretion determine that
such Certificates shall no longer be represented by such Book-Entry
Certificates. In such event, the Certificate Registrar will execute, the
Authenticating Agent will authenticate and the Certificate Registrar will
deliver, in exchange for such Book-Entry Certificates, Definitive Certificates
in a Denomination equal to the aggregate Denomination of such Book-Entry
Certificates to the party so requesting such Definitive Certificates. In such
event, the Trustee shall notify the affected Certificate Owners and make
appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a
Book-Entry Certificate for a Definitive Certificate, as provided herein, the
Certificate Registrar shall endorse on a schedule affixed to the related
Book-Entry Certificate (or on a continuation of such schedule affixed to such
Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer
such Certificate to a Person who wishes to take delivery thereof in the form of
a beneficial interest in the Book-Entry Certificate, such transfer may be
effected only in accordance with Depository Rules and this Section 5.03(g). Upon
receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interest, and (iv) if the affected Certificate is a
Non-Registered Certificate an Investment Representation Letter from the
transferee to the effect that such transferee is a Qualified Institutional
Buyer, the Certificate Registrar shall cancel such Definitive Certificate,
execute and deliver a new Definitive Certificate for the Denomination of the
Definitive Certificate not so transferred, registered in the name of the Holder
or the Holder's transferee (as instructed by the Holder), and the Certificate
Registrar shall instruct the Depository or the custodian holding such Book-Entry
Certificate on behalf of the Depository to increase the Denomination of the
related Book-Entry Certificate by the Denomination of the Definitive Certificate
to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a corresponding Denomination of such
Book-Entry Certificate.
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall
execute, and the Authenticating Agent shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
SECTION 5.05. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Fiscal Agent, the Certificate Registrar and any agents of any of them
may treat the person in whose name such Certificate is registered as the owner
of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, except as and to the extent
provided in the definition of "Certificateholder", and none of the Depositor,
the Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Paying
Agent, the Certificate Registrar and any agent of any of them shall be affected
by notice to the contrary except as provided in Section 5.02(d).
SECTION 5.06. Appointment of Paying Agent.
The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New
York 10001 is hereby initially appointed Paying Agent to act on the Servicer's
behalf in accordance with the terms of this Agreement. If The Chase Manhattan
Bank resigns or is removed as Servicer in accordance with the terms hereof, The
Chase Manhattan Bank shall be entitled to immediately resign as Paying Agent by
giving written notice thereof to the Trustee and the Servicer.
[End of Article V]
<PAGE>
ARTICLE VI
THE DEPOSITOR, THE
SERVICER AND THE SPECIAL SERVICER
SECTION 6.01. Liability of the Depositor, the Servicer and the Special
Servicer.
The Depositor, the Servicer and the Special Servicer shall be liable in
accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.
SECTION 6.02. Merger, Consolidation or Conversion of the Depositor, the
Servicer or the Special Servicer.
(a) Subject to subsection (b) below, the Depositor, the Servicer and the
Special Servicer each will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) The Depositor, the Servicer and the Special Servicer each may be merged
or consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Servicer or the Special Servicer shall
be a party, or any Person succeeding to the business of the Depositor, the
Servicer or the Special Servicer, shall be the successor of the Depositor, the
Servicer and the Special Servicer, as the case may be, hereunder, without the
execution or filing of any paper (other than an assumption agreement wherein the
successor shall agree to perform the obligations of and serve as the Depositor,
the Servicer or the Special Servicer, as the case may be, in accordance with the
terms of this Agreement) or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
such merger, consolidation or succession will not result in a withdrawal,
downgrading or qualification of the then-current ratings of the Classes of
Certificates that have been so rated (as evidenced by a letter to such effect
from each Rating Agency).
SECTION 6.03. Limitation on Liability of the Depositor, the Servicer, the
Special Servicer and Others.
(a) Neither the Depositor, the Servicer (whether acting in such capacity or
as the Paying Agent, the Authenticating Agent or the Certificate Registrar), the
Special Servicer, the Extension Adviser nor any of the directors, officers,
employees or agents of any of the foregoing shall be under any liability to the
Trust or the Certificateholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the Servicer, the Special Servicer, the Extension Adviser or any such
Person against any breach of warranties or representations made herein or 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 negligent
disregard of obligations and duties hereunder. The Depositor, the Servicer, the
Special Servicer, the Extension Adviser and any director, officer, employee or
agent of the Depositor, the Servicer, the Special Servicer or the Extension
Adviser may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Servicer, the Special Servicer, the Extension
Adviser and any director, officer, employee or agent of any of the foregoing
shall be indemnified and held harmless by the Trust against any loss, liability
or expense incurred in connection with any legal action relating to this
Agreement or the Certificates, other than any loss, liability or expense: (i)
specifically required to be borne thereby pursuant to the terms hereof; (ii)
incurred in connection with any breach of a representation, warranty or covenant
made by it herein; (iii) incurred by reason of bad faith, willful misconduct or
negligence in the performance of its obligations or duties hereunder, or by
reason of negligent disregard of such obligations or duties; or (iv) in the case
of the Depositor and any of its directors, officers, employees and agents,
incurred in connection with any violation by any of them of any state or federal
securities law.
(b) None of the Depositor, the Servicer (whether acting in such capacity or
as the Paying Agent, the Authenticating Agent or the Certificate Registrar), the
Special Servicer and the Extension Adviser shall be under any obligation to
appear in, prosecute or defend any legal or administrative action, proceeding,
hearing or examination that is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or
liability; provided, however, that the Depositor, the Servicer, the Special
Servicer or the Extension Adviser may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or examination and
any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor, the Servicer, the Special Servicer and the
Extension Adviser shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the Certificate Account as
provided by Section 3.05(a).
(c) Each of the Servicer and the Special Servicer agrees to indemnify the
Depositor, the Trustee, the Fiscal Agent and the Trust and any director,
officer, employee or agent thereof, and hold them harmless, from and against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that any
of them may sustain arising from or as a result of any willful misfeasance, bad
faith or negligence of the Servicer or the Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement (including
acts or omissions occurring in their capacity as agent for the Trustee) or by
reason of reckless disregard by the Servicer or the Special Servicer, as the
case may be, of its duties and obligations hereunder. The Trustee, the Depositor
or the Fiscal Agent, as the case may be, shall immediately notify the Servicer
or the Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling it to indemnification
hereunder, whereupon the Servicer or the Special Servicer, as the case may be,
shall assume the defense of such claim (with counsel reasonably satisfactory to
the Trustee, the Depositor or the Fiscal Agent, and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Servicer or the Special
Servicer, as the case may be, shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless
the Servicer's, or the Special Servicer's, as the case may be, defense of such
claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the termination or
resignation of the Servicer, the Trustee, the Fiscal Agent and the Special
Servicer.
SECTION 6.04. Depositor, Servicer and Special Servicer Not to Resign.
Subject to the provisions of Section 6.02, none of the Depositor, the
Servicer and the Special Servicer shall resign from their respective obligations
and duties hereby imposed on each of them except upon (a) determination that
such party's duties hereunder are no longer permissible under applicable law or
(b) in the case of the Servicer, upon the appointment of, and the acceptance of
such appointment by, a successor Servicer and receipt by the Trustee of written
confirmation from each applicable Rating Agency that such resignation and
appointment will not cause such Rating Agency to downgrade, withdraw or qualify
any of the ratings assigned by such Rating Agency to any Class of Certificates.
Only the Servicer shall be permitted to resign pursuant to clause (b) above. Any
such determination permitting the resignation of the Depositor, the Servicer or
the Special Servicer pursuant to clause (a) above shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee. Notwithstanding anything set forth herein to the
contrary, The Chase Manhattan Bank may transfer and assign its rights and
obligations hereunder to an affiliate of The Chase Manhattan Bank, provided,
that The Chase Manhattan Bank receives written confirmation from each Rating
Agency that such assignment will not, in and of itself, cause the downgrading,
withdrawal or qualification of any of the ratings on any Class of Certificates
then rated by the Rating Agencies. No such resignation by the Servicer or the
Special Servicer shall become effective until the Trustee or a successor
Servicer shall have assumed the Servicer's or Special Servicer's, as applicable,
responsibilities and obligations in accordance with Section 7.02.
SECTION 6.05. Rights of the Depositor in Respect of the Servicer and the
Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the
Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.
[End of Article VI]
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default; Servicer and Special Servicer Termination.
(a) "Event of Default", wherever used herein, means any one of the
following events:
(i) any failure by the Servicer to make any remittance required
to be made by the Servicer to the Certificate Account, Escrow Account
or Distribution Account on the day and by the time such remittance is
required to be made under the terms of this Agreement; or
(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 under the terms of this Agreement, or to remit to the
Servicer for deposit in the Certificate Account any remittance
required to be made by the Special Servicer on the day and by the time
such remittance is required to be made under the terms of this
Agreement; or
(iii) any failure on the part of the Servicer or the Special
Servicer duly to observe or perform in any material respect any other
of the covenants or agreements on the part of the Servicer or the
Special Servicer contained in this Agreement which continues
unremedied for a period of 30 days (15 days in the case of a failure
to pay the premium for any insurance policy required to be maintained
hereunder) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the
Servicer or the Special Servicer, as the case may be, by any other
party hereto, or to the Servicer, the Special Servicer, the Depositor
and the Trustee by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not
less than 25%; or
(iv) any breach on the part of the Servicer or the Special
Servicer of any representation or warranty contained in Section 3.23
or Section 3.24, as applicable, which materially and adversely affects
the interests of any Class of Certificateholders and which continues
unremedied for a period of 30 days after the date on which notice of
such breach, requiring the same to be remedied, shall have been given
to the Servicer or the Special Servicer, as the case may be, by the
Depositor or the Trustee, or to the Servicer, the Special Servicer,
the Depositor and the Trustee by the Holders of Certificates of any
Class evidencing, as to such Class, Percentage Interests aggregating
not less than 25%; or
(v) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Servicer or the Special Servicer
and such decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(vi) the Servicer or the Special Servicer shall consent to the
appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or
relating to the Servicer or the Special Servicer or of or relating to
all or substantially all of its property; or
(vii) the Servicer or the Special Servicer shall admit in writing
its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations, or take any
corporate action in furtherance of the foregoing; or
(viii) any Trustee shall have received written notice from either
Rating Agency that the continuation of the Servicer or Special
Servicer, as the case may be, has resulted, or would result, in and of
itself, in a downgrading, qualification or withdrawal of the then
current rating on any Class of Certificates that are rated by a Rating
Agency if the Servicer or Special Servicer, as the case may be, is not
replaced.
(b) If any Event of Default with respect to the Servicer or the Special
Servicer (in either case, for purposes of this Section 7.01(b), the "Defaulting
Party") shall occur and be continuing, then, and in each and every such case, so
long as such Event of Default shall not have been remedied, the Trustee may, and
at the written direction of the Holders of Certificates entitled to at least 51%
of the Voting Rights, shall, terminate, by notice in writing to the Defaulting
Party, with a copy of such notice to the Depositor, all of the rights and
obligations of the Defaulting Party under this Agreement and in and to the
Mortgage Loans and the proceeds thereof; provided, however, that the Defaulting
Party shall be entitled to the payment of accrued and unpaid compensation and
reimbursement through the date of such termination as provided for under this
Agreement for services rendered and expenses incurred. From and after the
receipt by the Defaulting Party of such written notice, all authority and power
of the Defaulting Party under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Servicer and Special Servicer each agree
that if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than twenty Business Days subsequent to its receipt
of the notice of termination) provide the Trustee with all documents and records
requested by it to enable it to assume the Servicer's or the Special Servicer's,
as the case may be, functions hereunder, and shall cooperate with the Trustee in
effecting the termination of the Servicer's or the Special Servicer's, as the
case may be, responsibilities and rights hereunder, including, without
limitation, the transfer within five Business Days to the Trustee for
administration by it of all cash amounts which shall at the time be or should
have been credited by the Servicer to the Certificate Account or any Servicing
Account (if it is the Defaulting Party) or by the Special Servicer to the REO
Account (if it is the Defaulting Party) or thereafter be received with respect
to the Mortgage Loans or any REO Property (provided, however, that the Servicer
and the Special Servicer each shall, if terminated pursuant to this Section
7.01(b), continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of Advances (in the case of the Servicer) or otherwise, and it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such termination).
(c) The Holder or Holders of more than 50% of the aggregate Certificate
Balance of the then Controlling Class shall be entitled to terminate the rights
and obligations of the Special Servicer under this Agreement, with or without
cause, upon ten Business Days notice to the Special Servicer, the Servicer and
the Trustee, and to appoint a successor Special Servicer; provided, however,
that (i) such successor will meet the requirements set forth in Section 7.02,
and (ii) as evidenced in writing by each of the Rating Agencies, the proposed
successor of such Special Servicer will not, in and of itself, result in a
downgrading, withdrawal or qualification of the then current ratings provided by
the Rating Agencies in respect to any Class of then outstanding Certificates
that is rated. No penalty or fee shall be payable to the Special Servicer with
respect to any termination pursuant to this Section 7.01(c).
(d) The Servicer and Special Servicer shall, from time to time, take all
such actions as are required by them in order to maintain their respective
status as an approved servicer and special servicer, as applicable and as
pertains to this transaction, with each of the Rating Agencies.
SECTION 7.02. Trustee to Act; Appointment of Successor.
On and after the time the Servicer or the Special Servicer, as the case may
be, either resigns pursuant to the first sentence of Section 6.04 or receives a
notice of termination for cause Section 7.01(a), and provided that no acceptable
successor has been appointed, the Trustee shall be the successor to the Servicer
or Special Servicer, as the case may be, in all respects in its capacity as
Servicer or Special Servicer under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Servicer or Special Servicer by
the terms and provisions hereof; provided, however, that any failure to perform
such duties or responsibilities caused by the terminated party's failure to
provide information or moneys required by Section 7.01 shall not be considered a
default by such successor hereunder. The appointment of a successor Servicer
shall not affect any liability of the predecessor Servicer which may have arisen
prior to its termination as Servicer, and the appointment of a successor Special
Servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee
in its capacity as successor to the Servicer or the Special Servicer, as the
case may be, shall not be liable for any of the representations and warranties
of the Servicer or the Special Servicer, respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor Servicer or
Special Servicer, or for any losses incurred by the Servicer pursuant to Section
3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, the Trustee as successor Servicer shall be
entitled to the Servicing Fees and all fees relating to the Mortgage Loans which
the Servicer would have been entitled to if the Servicer had continued to act
hereunder, including but not limited to any income or other benefit from any
Permitted Investment pursuant to Section 3.06, and as successor to the Special
Servicer shall be entitled to the Special Servicing Fees to which the Special
Servicer would have been entitled if the Special Servicer had continued to act
hereunder. Should the Trustee succeed to the capacity of the Servicer or the
Special Servicer, the Trustee shall be afforded the same standard of care and
liability as the Servicer or the Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect
to actions taken by it in its role as successor Servicer or successor Special
Servicer, as the case may be, and not with respect to its role as Trustee
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Servicer or Special Servicer, or shall, if it is
unable to so act or if the Holders of Certificates entitled to at least 51% of
the Voting Rights so request in writing to the Trustee, promptly appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution which meets the criteria set forth herein, as the
successor to the Servicer or the Special Servicer, as applicable, hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Servicer or Special Servicer hereunder. No appointment of a successor to
the Servicer or the Special Servicer hereunder shall be effective until the
assumption in writing by the successor to the Servicer or the Special Servicer
of all its responsibilities, duties and liabilities hereunder that arise
thereafter. Pending appointment of a successor to the Servicer or the Special
Servicer hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided. In
connection with such appointment and assumption of a successor to the Servicer
or Special Servicer as described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as it
and such successor shall agree; provided, however, that no such compensation
with respect to a successor Servicer or successor Special Servicer, as the case
may be, shall be in excess of that permitted the terminated Servicer or Special
Servicer, as the case may be, hereunder. The Trustee, the Servicer or the
Special Servicer (whichever is not the terminated party) and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any resignation of the Servicer or the Special Servicer pursuant
to Section 6.04, any termination of the Servicer or the Special Servicer
pursuant to Section 7.01 or any appointment of a successor to the Servicer or
the Special Servicer pursuant to Section 7.02, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.
(b) Not later than the later of (i) 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after the Trustee would be
deemed to have notice of the occurrence of such an event in accordance with
Section 8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.
SECTION 7.04. Waiver of Events of Default.
The Holders of Certificates representing at least 66% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder may waive such Event of Default within 20 days of the receipt of
notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default under clause (i) of Section 7.01 may be waived
only by all of the Certificateholders of the affected Classes. Upon any such
waiver of an Event of Default, such Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.
SECTION 7.05. Trustee and Fiscal Agent as Makers of Advances.
(a) In the event that the Servicer fails to fulfill its obligations
hereunder to make any Advances, the Trustee shall immediately notify the Fiscal
Agent of such circumstances in writing, and the Trustee shall perform such
obligations (x) within one Business Day of such failure by the Servicer with
respect to Servicing Advances, and, (y) by the close of business, New York City
time, on the related P&I Advance Date with respect to P&I Advances, and, with
respect to any such Advance made by the Trustee, the Trustee shall succeed to
all of the Servicer's rights with respect to Advances hereunder, including,
without limitation, the Servicer's rights of reimbursement and interest on each
Advance at the Reimbursement Rate, and rights to determine that a proposed
Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may
be, (without regard to any impairment of any such rights of reimbursement caused
by such Servicer's default in its obligations hereunder); provided, however,
that if Advances made by both the Trustee and the Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Trustee, until such
Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder. In the event the Fiscal Agent is not the
initial Fiscal Agent, with respect to any Distribution Date that the Trustee is
required to make any P&I Advances, immediately upon making such P&I Advances the
Trustee shall notify the Fiscal Agent by facsimile that such P&I Advances have
been made.
(b) In the event that the Trustee fails to fulfill its obligations
hereunder to make any Advances following the failure of the Servicer to make an
Advance, the Fiscal Agent shall perform such obligations (x) within one Business
Day of such failure by the Trustee with respect to Servicing Advances, and (y)
by no later than 10:00 a.m., New York City time, on the related Distribution
Date with respect to P&I Advances, and, with respect to any such Advance made by
the Fiscal Agent, the Fiscal Agent shall succeed to all of the Trustee's rights
with respect to any such Advance hereunder; provided, however, that if Advances
made by the Servicer, the Trustee and the Fiscal Agent shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and interest hereunder shall be applied
entirely to the Advances outstanding to the Fiscal Agent, until such Advances
shall have been repaid in full, together with all interest accrued thereon. The
Fiscal Agent shall be entitled to conclusively rely on any notice given with
respect to a Nonrecoverable Advance hereunder.
[End of Article VII]
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND FISCAL AGENT
SECTION 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Servicer or
the Special Servicer, and accepted by the Trustee in good faith, pursuant to
this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as
are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts; and
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of Holders of Certificates entitled
to at least 25% of the Voting Rights relating to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement (unless a higher percentage of Voting Rights is
required for such action).
SECTION 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
Appraisal, bond or other paper or document reasonably believed by it
to be genuine and to have been signed or presented by the proper party
or parties;
(ii) The Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance
therewith;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to make any
investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may be incurred therein or
thereby; the Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default which has not been cured, to
exercise such of the rights and powers vested in it by this Agreement,
and to use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the
conduct of his own affairs;
(iv) The Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed
by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by
Holders of Certificates entitled to at least 50% of the Voting Rights;
provided, however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition
to taking any such action. The reasonable expense of every such
reasonable examination shall be paid by the Servicer or, if paid by
the Trustee, shall be repaid by the Servicer upon demand;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; provided, however, that the appointment
of such agents or attorneys shall not relieve the Trustee of its
duties or obligations hereunder;
(vii) For all purposes under this Agreement, the Trustee shall
not be deemed to have notice of any Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office, and such notice
references the Certificates or this Agreement; and
(viii) The Trustee shall not be responsible for any act or
omission of the Servicer, the Special Servicer or the Extension
Adviser (unless the Trustee is acting as Servicer, Special Servicer or
Extension Adviser, as the case may be) or of the Depositor.
SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee in Sections 2.02 and 2.04 and the
signature, if any, of the Trustee set forth on any outstanding Certificate,
shall be taken as the statements of the Depositor, the Servicer or the Special
Servicer, as the case may be, and the Trustee assumes no responsibility for
their correctness. Neither the Trustee nor the Fiscal Agent makes any
representations as to the validity or sufficiency of this Agreement or of any
Certificate (other than as to the signature, if any, of the Trustee set forth
thereon) or of any Mortgage Loan or related document. Neither the Trustee nor
the Fiscal Agent shall be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust Fund, or any
funds deposited in or withdrawn from the Certificate Account or any other
account by or on behalf of the Depositor, the Servicer, the Special Servicer,
the Extension Adviser or the Paying Agent (unless the Trustee or the Fiscal
Agent is acting as Paying Agent). Neither the Trustee nor the Fiscal Agent shall
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Servicer, the Special Servicer or the Extension Adviser, and
accepted by the Trustee or the Fiscal Agent, as applicable, in good faith,
pursuant to this Agreement.
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.
Each of the Trustee and the Fiscal Agent in its individual capacity, not as
Trustee or Fiscal Agent, may become the owner or pledgee of Certificates, and
may deal with the Depositor, the Servicer, the Special Servicer, the Placement
Agents and the Underwriters in banking transactions, with the same rights it
would have if it were not Trustee or the Fiscal Agent, as applicable.
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of Trustee and
Fiscal Agent.
(a) The Servicer shall pay to the Trustee the Trustee Fee, which shall
cover recurring and otherwise reasonably anticipated expenses of the Trustee
(including in the Trustee's capacity as initial Extension Adviser). The Trustee
Fee (which shall not be limited to any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole form of compensation for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties of the Trustee hereunder. The Trustee shall pay, at its own
expense, the fees and expenses of the Fiscal Agent.
(b) The Trustee, the Fiscal Agent and any director, officer, employee or
agent of the Trustee or the Fiscal Agent shall be entitled to be indemnified and
held harmless by the Trust Fund (to the extent of amounts on deposit in the
Distribution Account from time to time) against any loss, liability or expense
(including, without limitation, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement)
arising out of, or incurred in connection with, any act or omission of the
Trustee or the Fiscal Agent, as applicable, relating to the exercise and
performance of any of the powers and duties of the Trustee or the Fiscal Agent,
as applicable, hereunder; provided, that neither the Trustee, the Fiscal Agent
nor any of the other above specified Persons shall be entitled to
indemnification pursuant to this Section 8.05(b) for (i) allocable overhead,
(ii) expenses or disbursements incurred or made by or on behalf of the Trustee
or the Fiscal Agent, as applicable, in the normal course of the Trustee's
performing its duties in accordance with any of the provisions hereof, which are
not "unanticipated expenses of the REMIC" within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof, or (iv)
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of the Trustee's or the Fiscal Agent's
obligations and duties hereunder, or by reason of negligent disregard of such
obligations or duties, or as may arise from a breach of any representation,
warranty or covenant of the Trustee made herein. The provisions of this Section
8.05(b) shall survive any resignation or removal of the Trustee and/or Fiscal
Agent and appointment of a successor thereto.
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be, and will be required to resign
if it fails to be (i) a corporation, national bank or national banking
association, organized and doing business under the laws of any state or the
United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred under this Agreement, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority and shall not be an Affiliate of the
Servicer or the Special Servicer (except during any period when the Trustee is
acting as, or has become successor to, the Servicer or the Special Servicer, as
the case may be, pursuant to Section 7.02), (ii) an institution insured by the
Federal Deposit Insurance Corporation, and (iii) an institution whose long-term
senior unsecured debt is rated either (a) if a Fiscal Agent is then currently in
place, not less than (1) "BBB" by S&P and (2) "BBB" by Fitch (provided that the
Fiscal Agent is not an entity that in and of itself would result in the
downgrading, withdrawal or qualification of Fitch's rating of any of the
then-rated Certificates) or (b) if a Fiscal Agent is not then in place, "AA" by
each Rating Agency (or such entity as would not, as evidenced in writing by such
Rating Agency, result in the qualification, downgrading or withdrawal of any of
the ratings then assigned thereby to the Certificates).
If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Trustee administers
the Trust Fund is in a state or local jurisdiction that imposes a tax on the
Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions), the Trustee shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust or (iii) administer the Trust Fund
from a state and local jurisdiction that does not impose such a tax.
SECTION 8.07. Resignation and Removal of the Trustee and the Fiscal Agent.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Servicer,
the Special Servicer and to all Certificateholders. Upon receiving such notice
of resignation, the Depositor shall promptly appoint a successor trustee
acceptable to the Servicer by written instrument, in duplicate, which instrument
shall be delivered to the resigning Trustee and to the successor trustee. A copy
of such instrument shall be delivered to the Servicer, the Special Servicer and
the Certificateholders by the Depositor. If no successor trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor or the Servicer, or if at any time the Trustee
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee and appoint a successor trustee acceptable to
the Servicer by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor trustee. A copy of such
instrument shall be delivered to the Servicer, the Special Servicer and the
Certificateholders by the Depositor.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Servicer, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Depositor, the Special Servicer and the remaining
Certificateholders by the Servicer.
(d) Subject to the last sentence of the last paragraph of this Section
8.07(d), the Fiscal Agent shall not be entitled to resign, except under a
determination that it may no longer perform its obligations and duties under
applicable law or such obligations and duties are in material conflict by reason
of applicable law with any other activities carried on by it. Any such
determination is required to be evidenced by an Opinion of Counsel to such
effect delivered to the Depositor and the Trustee. The Fiscal Agent may also
resign from its obligations and duties under this Agreement at any time upon
reasonable notice to the Trustee, provided that (i) a successor fiscal agent is
willing to assume the obligations, responsibilities, and covenants to be
performed by the Fiscal Agent on substantially the same terms and conditions,
and for not more than equivalent compensation, (ii) the Fiscal Agent bears all
costs associated with such resignation, (iii) the successor fiscal agent has a
long-term debt rating of at least "AA" from each Rating Agency or, as confirmed
in writing by each Rating Agency, is an entity that in and of itself would not
result in a downgrading, withdrawal or qualification of any rating of any
then-rated Certificate, (iv) the successor fiscal agent is approved by the
Depositor and the Trustee, and (v) the Rating Agencies shall have confirmed in
writing that the appointment of such successor fiscal agent will not adversely
affect or result in a withdrawal, downgrading, or qualification of the ratings
on the Certificates that are then rated.
Upon any resignation or removal of the Fiscal Agent, the Trustee will be
required to designate a successor Fiscal Agent whose appointment will not
adversely affect the ratings on the Certificates then rated, unless (i) there is
a successor Fiscal Agent already provided for in accordance with the proviso to
the last sentence of the preceding paragraph in this Section 8.07(d), or (ii)
the long-term senior unsecured debt of the Trustee is rated "AA" by each Rating
Agency (or such other rating by either Rating Agency as would not, as evidenced
in writing by such Rating Agency, adversely affect any of the ratings then
assigned thereby to the Certificates).
Any resignation or removal of the Trustee and the Fiscal Agent and
appointment of a successor Trustee and Fiscal Agent pursuant to any of the
provisions of this Section 8.07 shall not become effective until acceptance of
appointment by the successor Trustee and Fiscal Agent as provided in Section
8.08, except that the resignation or removal of the Fiscal Agent shall become
effective immediately if, at the time of such resignation or removal, the
long-term senior unsecured debt of the Trustee is rated "AA" by each Rating
Agency (or such other rating by either Rating Agency as would not, as evidenced
in writing by such Rating Agency, adversely affect any of the ratings then
assigned thereby to the Certificates).
Upon any succession of the Trustee under this Agreement, the predecessor
Trustee shall be entitled to the payment of accrued and unpaid compensation and
reimbursement as provided for under this Agreement for services rendered and
expenses incurred. No Trustee or Fiscal Agent shall be personally liable for any
action or omission of any successor Trustee or successor Fiscal Agent.
Notwithstanding anything to the contrary herein, resignation or removal of the
initial Trustee shall automatically result in the simultaneous resignation or
removal of the initial Fiscal Agent.
SECTION 8.08. Successor Trustee and Fiscal Agent.
(a) Any successor trustee or fiscal agent appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Depositor, the Servicer, the
Special Servicer and to its predecessor trustee or fiscal agent, as applicable,
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or fiscal agent, as
applicable, shall become effective and such successor trustee or fiscal agent,
as applicable, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee or fiscal
agent herein. The predecessor trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held on its behalf by a Custodian, which
Custodian shall become the agent of the successor trustee), and the Depositor,
the Servicer, the Special Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee all such
rights, powers, duties and obligations, and to enable the successor trustee to
perform its obligations hereunder.
(b) No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee or fiscal agent
as provided in this Section 8.08, the Servicer shall mail notice of the
succession of such trustee or fiscal agent hereunder to the Depositor and the
Certificateholders. If the Servicer fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee or fiscal agent, such
successor trustee or fiscal agent, as applicable, shall cause such notice to be
mailed at the expense of the Servicer.
SECTION 8.09. Merger or Consolidation of Trustee or Fiscal Agent.
Any Person into which the Trustee or the Fiscal Agent may be merged or
converted or with which it may be consolidated or any Person resulting from any
merger, conversion or consolidation to which the Trustee or the Fiscal Agent
shall be a party, or any Person succeeding to all or substantially all of the
corporate trust business of the Trustee or the Fiscal Agent, shall be the
successor of the Trustee or the Fiscal Agent, respectively, hereunder, provided;
that, in the case of the Trustee, such successor Person shall be eligible under
the provisions of Section 8.06, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee or the Fiscal Agent, as the case may be,
will provide notice of such event to the Servicer, the Special Servicer, the
Depositor and the Rating Agencies.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer or the Special Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
the Trust Fund or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction
of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
(e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.
SECTION 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Servicer, appoint one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus of at
least $15,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor or any Affiliate
of the Depositor. Each Custodian shall be subject to the same obligations and
standard of care as would be imposed on the Trustee hereunder in connection with
the retention of Mortgage Files directly by the Trustee. The appointment of one
or more Custodians shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of any Custodian.
SECTION 8.12. Access to Certain Information.
(a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee a copy of any private placement memorandum or other disclosure document
used by the Depositor or its Affiliate in connection with the offer and sale of
the Class of Certificates to which such Non-Registered Certificate relates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee and the Paying Agent, the Depositor promptly shall inform the
Trustee of such event and shall deliver to the Trustee a copy of the private
placement memorandum or disclosure document, as revised, amended or
supplemented. The Paying Agent (or with respect to item (ii)(j) below), the
Trustee shall maintain at its offices primarily responsible for administering
the Trust Fund and shall, upon reasonable advance notice, make available during
normal business hours for review by any Holder of a Certificate, the Depositor,
the Servicer, the Special Servicer, the Extension Adviser, any Rating Agency or
any other Person to whom the Paying Agent believes such disclosure is
appropriate, originals or copies of the following items: (i) in the case of a
Holder or prospective transferee of a Non-Registered Certificate, any private
placement memorandum or other disclosure document relating to the Class of
Certificates to which such Non-Registered Certificate belongs, in the form most
recently provided to the Paying Agent; and (ii) in all cases, (a) this Agreement
and any amendments hereto entered into pursuant to Section 11.01, (b) all
statements required to be delivered to Certificateholders of the relevant Class
pursuant to Section 4.02 since the Closing Date, (c) all Officer's Certificates
delivered to the Paying Agent since the Closing Date pursuant to Section 3.13,
(d) all accountants' reports delivered to the Paying Agent since the Closing
Date pursuant to Section 3.14, (e) any inspection report prepared by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Paying Agent and Servicer in respect of each Mortgaged Property pursuant to
Section 3.12(a), (f) as to each Mortgage Loan pursuant to which the related
Mortgagor is required to deliver such items or the Special Servicer has
otherwise acquired such items, the most recent annual operating statement and
rent roll of the related Mortgaged Property and financial statements of the
related Mortgagor and any other reports of the Mortgagor collected by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Paying Agent pursuant to Section 3.12(b), together with the accompanying written
reports to be prepared by the Special Servicer and delivered to the Paying Agent
pursuant to Section 3.12(b), (g) any and all notices, reports and Environmental
Assessments delivered to the Paying Agent with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied (but
only for so long as such Mortgaged Property or the related Mortgage Loan are
part of the Trust Fund), (h) 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 pursuant to Section 3.20 (but only
for so long as the affected Mortgage Loan is part of the Trust Fund), (i) any
and all Officer's Certificates delivered to the Paying Agent to support the
Servicer's determination that any P&I Advance or Servicing Advance was or, if
made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance,
as the case may be, (j) any and all of the Mortgage Loan documents contained in
the Mortgage File, (k) any and all Appraisals obtained pursuant to the
definition of "Appraisal Reduction" herein, (l) information regarding the
occurrence of Servicing Transfer Events as to the Mortgage Loans, and (m) any
and all Sub-Servicing Agreements and any amendments thereto and modifications
thereof. Copies of any and all of the foregoing items will be available from the
Paying Agent upon request; provided, that the Paying Agent shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing such copies, except in the case of copies provided to the Rating
Agencies, which shall be free of charge. In addition, without limiting the
generality of the foregoing, any Class F, Class G and Class H Certificateholder
may upon request from the Paying Agent obtain a copy of any factual report
(other than the Asset Status Report) delivered to the Rating Agencies under this
Agreement.
(b) The Servicer shall provide a financial market publisher, which
initially shall be Bloomberg, L.P., on a quarterly basis, current information
regarding the items listed on Schedule 1 hereto with respect to the Mortgaged
Properties, to the extent such information due from Mortgagors has been received
from the Mortgagors. If any such information is provided on or before September
27, 1996, the Servicer shall provide the Prospectus to Bloomberg, L.P.
(c) Notwithstanding anything to the contrary herein, in addition to the
reports and information made available and distributed pursuant to the terms of
this Agreement, the Servicer and the Paying Agent shall, in accordance with such
reasonable rules and procedures as each may adopt (which may include the
requirement that an agreement that provides that such information shall be used
solely for purposes of evaluating the investment characteristics of the
Certificates be executed), also provide the reports available to
Certificateholders pursuant to Section 4.02, as well as certain additional
information received by the Servicer or the Paying Agent, as the case may be, to
any Certificateholder, the Underwriters, the Placement Agents, 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, shall be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of
providing copies of such reports or information.
(d) With respect to any information furnished by the Paying Agent or the
Servicer pursuant to this Section 8.12, the Paying Agent or Servicer, as the
case may be, shall be entitled to indicate the source of such information and
the Paying Agent or Servicer, as applicable, may affix thereto any disclaimer it
deems appropriate in its discretion. The Paying Agent or the Servicer, as
applicable, shall notify Certificateholders of the availability of any such
information in any manner as it, in its sole discretion, may determine. In
connection with providing access to or copies of the items described in the
preceding paragraph, the Paying Agent or the Servicer, as the case may be, may
require (a) in the case of Certificate Owners, a confirmation executed by the
requesting Person substantially in form and substance reasonably acceptable to
the Servicer or Paying Agent, as applicable, generally to the effect that such
Person is a beneficial holder of Certificates, is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential and (b) in the case of a
prospective purchaser, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Paying Agent or the Servicer, as the
case may be, generally to the effect that such Person is a prospective purchaser
of a Certificate or an interest therein, is requesting the information solely
for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential. Neither the Servicer nor the Paying Agent
shall be liable for the dissemination of information in accordance with this
Agreement.
SECTION 8.13. Representations and Warranties of the Trustee and the Fiscal
Agent.
(a) The Trustee hereby represents and warrants to the Depositor, the
Servicer and the Special Servicer and for the benefit of the Certificateholders,
as of the Closing Date, that:
(i) The Trustee is a national banking association, duly
organized, validly existing and in good standing under the laws of the
United States.
(ii) The execution and delivery of this Agreement by the Trustee,
and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee's charter and by-laws or
constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach
of, any material agreement or other instrument to which it is a party
or which is applicable to it or any of its assets.
(iii) The Trustee has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the
Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and the
rights of creditors of national banking associations specifically, and
(b) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law.
(v) The Trustee is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law,
any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Trustee's good faith and reasonable
judgment, is likely to affect materially and adversely either the
ability of the Trustee to perform its obligations under this Agreement
or the financial condition of the Trustee.
(vi) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Trustee to perform its obligations
under this Agreement or the financial condition of the Trustee.
(vii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with,
this Agreement or the consummation of the transactions contemplated by
this Agreement, except for any consent, approval, authorization or
order which has not been obtained or cannot be obtained prior to the
actual performance by the Trustee of its obligations under this
Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its
obligations hereunder.
(b) The Fiscal Agent hereby represents and warrants to the Depositor, the
Servicer and the Special Servicer and for the benefit of the Certificateholders,
as of the Closing Date, that:
(i) The Fiscal Agent is a foreign banking corporation, duly
organized, validly existing and in good standing under the laws
governing its creation.
(ii) The execution and delivery of this Agreement by the
Fiscal Agent, and the performance and compliance with the terms
of this Agreement by the Fiscal Agent, will not violate the
Fiscal Agent's charter and by-laws or constitute a default (or an
event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or
which is applicable to it or any of its assets.
(iii) The Fiscal Agent has the full power and authority to
enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by each of the other parties hereto, constitutes a
valid, legal and binding obligation of the Fiscal Agent,
enforceable against the Fiscal Agent in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and the rights of
creditors of national banking associations specifically, and (b)
general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law.
(v) The Fiscal Agent is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation,
in the Fiscal Agent's good faith and reasonable judgment, is
likely to affect materially and adversely either the ability of
the Fiscal Agent to perform its obligations under this Agreement
or the financial condition of the Fiscal Agent.
(vi) No litigation is pending or, to the best of the Fiscal
Agent's knowledge, threatened against the Fiscal Agent which
would prohibit the Fiscal Agent from entering into this Agreement
or, in the Fiscal Agent's good faith and reasonable judgment, is
likely to materially and adversely affect either the ability of
the Fiscal Agent to perform its obligations under this Agreement
or the financial condition of the Fiscal Agent.
(vii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the
execution, delivery and performance by the Fiscal Agent, or
compliance by the Fiscal Agent with, this Agreement or the
consummation of the transactions contemplated by this Agreement,
except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual
performance by the Fiscal Agent of its obligations under this
Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Fiscal Agent to perform its
obligations hereunder.
[End of Article VIII]
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage
Loans.
Subject to Section 9.02, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Servicer, the
Special Servicer and the Trustee (other than the obligations of the Trustee to
provide for and make payments to Certificateholders as hereafter set forth)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase by the Servicer, the Special Servicer or the holder
of the Class R Certificates of all the Mortgage Loans and each REO Property
remaining in the Trust Fund at a price equal to (a) the sum of (i) the aggregate
Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in
the Trust Fund, and (ii) the Appraised Value of each REO Property, if any,
included in the Trust Fund (such Appraisals in clause (a)(ii) to be conducted by
an Independent MAI-designated 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 Class H
Certificates unless the Class H Certificates are the only Certificates then
outstanding), minus (b) solely in the case where the Servicer is effecting such
purchase, the aggregate amount of unreimbursed Advances, together with any
interest accrued and payable to the Servicer in respect of such Advances in
accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees,
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Servicer in connection with such purchase) and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; provided, however,
that in no event shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James's,
living on the date hereof.
The Servicer, the Special Servicer or the Holder of a majority Percentage
Interest in the Class R Certificates may, at its option, elect to purchase all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as
contemplated by clause (i) of the preceding paragraph by giving written notice
to the Trustee, the Paying Agent and the other parties hereto no later than 60
days prior to the anticipated date of purchase; provided, however, that the
Servicer, the Special Servicer or the Holder of the majority Percentage Interest
in the Class R Certificates may so elect to purchase all of the Mortgage Loans
and each REO Property remaining in the Trust Fund only on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 4% of
the aggregate Cut-off Date Principal Balance of the Mortgage Loans set forth in
the Preliminary Statement. In the event that the Servicer, the Special Servicer
or the Holder of the majority Percentage Interest in the Class R Certificates
purchases all of the Mortgage Loans and each REO Property remaining in the Trust
Fund in accordance with the preceding sentence, the Servicer, the Special
Servicer or the Holder of the majority Percentage Interest in the Class R
Certificates, as applicable, shall deposit in the Distribution Account not later
than the P&I Advance Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur, an amount in immediately available
funds equal to the above-described purchase price or Termination Price, as
applicable (exclusive of any portion thereof payable to any Person other than
the Certificateholders pursuant to Section 3.05(a), which portion shall be
deposited in the Certificate Account). In addition, the Servicer shall transfer
to the Distribution Account all amounts required to be transferred thereto on
such P&I Advance Date from the Certificate Account pursuant to the first
paragraph of Section 3.04(b), together with any other amounts on deposit in the
Certificate Account that would otherwise be held for future distribution. Upon
confirmation that such final deposits have been made, the Trustee shall release
or cause to be released to the Servicer, the Special Servicer or the holder of
the Class R Certificates, as applicable, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Servicer, the Special Servicer or the holder
of the majority Percentage Interest in the Class R Certificates, as applicable,
as shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties remaining in the Trust Fund.
For purposes of this Section 9.01, the Special Servicer shall have the
first option to terminate the Trust Fund, then the Servicer, then the Holder of
the majority Percentage Interest in the Class R Certificates.
Notice of any termination pursuant to this Section 9.01 shall be given
promptly by the Paying Agent by letter to Certificateholders and each Rating
Agency and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) in the event such notice is given in connection
with the purchase of all of the Mortgage Loans and each REO Property remaining
in the Trust Fund, not earlier than the 15th day and not later than the 25th day
of the month next preceding the month of the final distribution on the
Certificates, or (b) otherwise during the month of such final distribution on or
before the P & I Advance Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment of the Certificates will be made, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the offices of the Certificate Registrar or
such other location therein designated.
Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Distribution Account that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the Distribution Account as of the final Distribution Date (exclusive
of any portion of such amounts payable or reimbursable to any Person pursuant to
clauses (ii)-(iv) of Section 3.05(b)) shall be allocated for the purposes, in
the amounts and in accordance with the priority set forth in Sections 4.01(a)
and 4.01(c) and shall be distributed in termination and liquidation of the Class
R Certificates in accordance with Section 4.01(a)(xxv). Any funds not
distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in
accordance with this Section 9.01.
SECTION 9.02. Additional Termination Requirements.
In the event the Servicer, the Special Servicer or the Holder of the
majority Percentage Interest in the Class R Certificates purchases all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as provided in
Section 9.01, the Trust Fund shall be terminated in accordance with the
following additional requirements, which are intended to meet the definition of
a "qualified liquidation" in Section 860F(a)(4) of the Code:
(i) the Servicer shall specify the first day in the 90-day
liquidation period in a statement attached to the final Tax
Return of the REMIC constituted by the Trust Fund pursuant to
Treasury regulation Section 1.860F-1 and shall satisfy all
requirements of a qualified liquidation under Section 860F of the
Code and any regulations thereunder;
(ii) during such 90-day liquidation period and at or prior
to the time of the making of the final payment on the
Certificates, the Trustee shall sell all of the assets of the
Trust Fund to the Servicer, the Special Servicer or the Holder of
the majority Percentage Interest in the Class R Certificates, as
applicable, for cash; and
(iii) immediately following the making of the final payment
on the Certificates, the Paying Agent shall distribute or credit,
or cause to be distributed or credited, to the Holders of the
Class R Certificates all cash on hand (other than cash retained
to meet claims), and the Trust Fund and the REMIC constituted
thereby shall terminate at that time.
[End of Article IX]
<PAGE>
ARTICLE X
ADDITIONAL REMIC PROVISIONS
SECTION 10.01. REMIC Administration.
(a) The Servicer shall make an election to treat the Trust Fund as a REMIC
under the Code and, if necessary, under applicable state law. Such election will
be made on Form 1066 or other appropriate federal tax or information return
(including Form 8811) or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued. For the purposes of the REMIC election in respect of the Trust Fund,
each Class of the Regular Certificates shall be designated as the "regular
interests" and the Class R Certificates shall be designated as the sole class of
"residual interests" in the REMIC. None of the Special Servicer, the Servicer
and the Trustee shall permit the creation of any "interests" (within the meaning
of Section 860G of the Code) in the REMIC constituted by the Trust Fund other
than the foregoing interests.
(b) The Closing Date is hereby designated as the "startup day" of the REMIC
within the meaning of Section 860G(a)(9) of the Code.
(c) The Servicer shall act on behalf of the Trust Fund in relation to any
tax matter or controversy involving the REMIC constituted thereby and shall
represent the REMIC in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto.
The legal expenses, including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any liability resulting therefrom
shall be expenses of the Trust Fund and the Servicer shall be entitled to
reimbursement therefor out of amounts attributable to the Mortgage Loans and any
REO Properties on deposit in the Certificate Account as provided by Section
3.05(a) unless such legal expenses and costs are incurred by reason of the
Servicer's willful misfeasance, bad faith or gross negligence. The Holder of the
largest Percentage Interest in the Class R Certificates shall be designated, in
the manner provided under Treasury Regulations Section 1.860F-4(d) and temporary
Treasury Regulations Section 301.6231(a)(7)-IT, as the "tax matters person" of
the REMIC constituted by the Trust Fund. By their acceptance thereof, the
Holders of the largest Percentage Interest in the Class R Certificates hereby
agrees to irrevocably appoint the Servicer as their agent to perform all of the
duties of the "tax matters person" for such REMIC.
(d) The Servicer shall prepare or cause to be prepared and shall file, or
cause to be filed, all of the Tax Returns that it determines are required with
respect to the REMIC created hereunder and deliver such Tax Returns in a timely
manner to the Trustee and the Trustee shall sign such Tax Returns in a timely
manner. The expenses of preparing such returns shall be borne by the Servicer
without any right of reimbursement therefor. The Servicer agrees to indemnify
and hold harmless the Trustee with respect to any tax or liability arising from
the Trustee's signing of Tax Returns that contain errors or omissions.
(e) The Servicer shall provide or cause to be provided (i) to any
Transferor of a Class R Certificate such information as is necessary for the
application of any tax relating to the transfer of such Class R Certificate to
any Person who is a Disqualified Organization, or in the case of a Transfer to
an Agent thereof, to such Agent, (ii) to the Trustee and the Trustee shall
forward to the Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to interest,
original issue discount and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the "tax matters person" who will serve as the
representative of the REMIC created hereunder.
(f) The Servicer shall take such actions and shall cause the Trust Fund to
take such actions as are reasonably within the Servicer's control and the scope
of its duties more specifically set forth herein as shall be necessary to
maintain the status of the REMIC as a Trust Fund under the REMIC Provisions (and
the Trustee shall assist the Servicer, to the extent reasonably requested by the
Servicer to do so). Neither the Servicer nor the Special Servicer shall
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within its control and the scope of duties more specifically set forth herein,
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of the Trust Fund as a REMIC or (ii) result in the
imposition of a tax upon the REMIC or the Trust Fund (including but not limited
to the tax on "prohibited transactions" as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code, but not including the tax on "net income from foreclosure property")
(either such event, an "Adverse REMIC Event") unless the Servicer receives an
Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Servicer determines that taking
such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Servicer or the Trustee) to the effect that the contemplated
action will not, with respect to the Trust Fund, or the REMIC created hereunder,
endanger such status or, unless the Servicer determines in its sole discretion
to indemnify the Trust Fund against such tax, result in the imposition of such a
tax (not including a tax on "net income from foreclosure property"). The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Servicer has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to
the Trust Fund or the REMIC constituted thereby or any of its assets, or causing
the Trust Fund or the REMIC to take any action, which is not expressly permitted
under the terms of this Agreement, the Trustee will consult with the Servicer or
its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to the Trust Fund or the REMIC and the
Trustee shall not take any such action or cause the Trust Fund or the REMIC to
take any such action as to which the Servicer has advised it in writing that an
Adverse REMIC Event could occur. The Servicer may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to
take the action not expressly permitted by this Agreement, but in no event at
the expense of the Servicer or the Trustee. At all times as may be required by
the Code, the Servicer will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of the REMIC constituted by the Trust Fund as "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(g) In the event that any applicable federal, state or local tax, including
interest, penalties or assessments, additional amounts or additions to tax, is
imposed on the REMIC constituted by the Trust Fund, such tax shall be charged
against amounts otherwise distributable to the Holders of the Certificates,
except as provided in the last sentence of this Section 10.01(g); provided, that
with respect to the estimated amount of tax imposed on any "net income from
foreclosure property" pursuant to Code Section 860G(d) or any similar tax
imposed by a state or local tax authority, the Special Servicer shall retain in
the related REO Account a reserve for the payment of such taxes in such amounts
and at such times as it shall deem appropriate (or as advised by the Servicer in
writing), and shall remit to the Servicer such reserved amounts as the Servicer
shall request in order to pay such taxes. Except as provided in the preceding
sentence, the Servicer shall withdraw from the Certificate Account sufficient
funds to pay or provide for the payment of, and to actually pay, such tax as is
estimated to be legally owed by the REMIC (but such authorization shall not
prevent the Servicer from contesting, at the expense of the Trust Fund (other
than as a consequence of a breach of its obligations under this Agreement), any
such tax in appropriate proceedings, and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings). The Servicer is
hereby authorized to and shall segregate, into a separate non-interest bearing
account, the net income from any "prohibited transaction" under Code Section
860F(a) or the amount of any taxable contribution to the REMIC after the Startup
Day that is subject to tax under Code Section 860G(d) and use such income or
amount, to the extent necessary, to pay such prohibited transactions tax. To the
extent that any such tax (other than any such tax paid in respect of "net income
from foreclosure property") is paid to the Internal Revenue Service or
applicable state or local tax authorities, the Servicer shall retain an equal
amount from future amounts otherwise distributable to the Holders of Residual
Certificates (as applicable) and shall distribute such retained amounts, to the
Holders of Class A, Class P, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, and Class X Certificates, as applicable, in the manner specified in
Section 4.01(a), to the extent they are fully reimbursed for any Collateral
Support Deficit arising therefrom and then to the Holders of the Class R
Certificates. None of the Trustee, the Fiscal Agent, the Servicer or the Special
Servicer shall be responsible for any taxes imposed on the REMIC except to the
extent such taxes arise as a consequence of a breach of their respective
obligations under this Agreement.
(h) The Trustee and the Servicer shall, for federal income tax purposes,
maintain books and records with respect to the REMIC constituted by the Trust
Fund on a calendar year and on an accrual basis or as otherwise may be required
by the REMIC Provisions.
(i) Following the Startup Day, neither the Servicer nor the Trustee shall
accept any contributions of assets to the Trust Fund unless the Servicer and the
Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such
assets in the REMIC constituted by the Trust Fund will not (i) cause the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding; or (ii) subject either the Trust Fund, or the REMIC constituted
thereby to any tax under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.
(j) Neither the Servicer nor the Trustee shall enter into any arrangement
by which the Trust Fund or the REMIC constituted thereby will receive a fee or
other compensation for services nor permit the Trust Fund or the REMIC
constituted thereby to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the Certificate
Balance of each Class of Certificates representing a "regular interest" in the
REMIC constituted by the Trust Fund would be reduced to zero is May 18, 2019,
which is the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the Servicer shall prepare and
file with the Internal Revenue Service Form 8811, "Information Return for Real
Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the REMIC constituted by the Trust Fund.
(m) Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for the Trust Fund or the REMIC constituted thereby or sell
or dispose of any investments in the Certificate Account, the Distribution
Account or the REO Account for gain unless it has received an Opinion of Counsel
that such sale, disposition or substitution will not (a) affect adversely the
status of the Trust Fund as a REMIC or (b) cause the Trust Fund or the REMIC
constituted thereby to be subject to a tax on "prohibited transactions" pursuant
to the REMIC Provisions, unless the Servicer has determined in its sole
discretion to indemnify the Trust Fund against any resulting tax.
SECTION 10.02. Depositor, Special Servicer, Paying Agent and Trustee to
Cooperate with Servicer.
(a) The Depositor shall provide or cause to be provided to the Servicer,
within ten (10) days after the Closing Date, all information or data that the
Servicer reasonably determines to be relevant for tax purposes as to the
valuations and Issue Prices of the Certificates, including, without limitation,
the price, yield, Prepayment Assumption and projected cash flow of the
Certificates.
(b) The Servicer, the Special Servicer, the Paying Agent and the Trustee
shall each furnish such reports, certifications and information, and access to
such books and records maintained thereby, as may relate to the Certificates or
the Trust Fund and as shall be reasonably requested by the Servicer in order to
enable it to perform its duties hereunder.
SECTION 10.03. Use of Agents.
The Servicer shall execute all of its obligations and duties under Article
X through its corporate trust department located at 450 West 33rd Street, 15th
Floor, New York, New York 10001. The Servicer may execute any of its obligations
and duties under this Article X either directly or by or through agents or
attorneys. The Servicer shall not be relieved of any of its duties or
obligations under this Article X by virtue of the appointment of any such agents
or attorneys.
[End of Article X]
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
(a) This Agreement may be amended from time to time by the parties hereto,
without the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund or REMIC constituted
thereby pursuant to the Code that would be a claim against the
Trust Fund or REMIC, provided that the Trustee has received an
Opinion of Counsel to the effect that (a) such action is
necessary or desirable to maintain such qualification or to avoid
or minimize the risk of the imposition of any such tax, (b) such
action will not adversely affect in any material respect the
interests of any Certificateholder, and (c) such change shall not
result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as
evidenced by a letter from each Rating Agency to such effect,
(iv) to change the timing and/or nature of deposits into the
Certificate Account, the Distribution Account or REO Account or
to change the name in which the Certificate Account is
maintained, provided that (a) the P&I Advance Date shall in no
event be later than the related Distribution Date, (b) such
change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder and (c) such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter
from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(d) or any other provision hereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC
"residual interests," provided that (a) such change shall not
result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as
evidenced by a letter from each Rating Agency to such effect, and
(b) such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any
of the Certificateholders (other than the Transferor) to be
subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Person,
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be
materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the
interests of any Certificateholder not consenting thereto, and
(vii) to amend or supplement any provision hereof to the
extent necessary to maintain the rating or ratings assigned to
each Class of Certificates by each Rating Agency.
(b) This Agreement may also be amended from time to time by the parties
hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66 2/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any
Certificate without the consent of the Holder of such
Certificate, or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case 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, or
(iv) amend this Section 11.01.
(c) Notwithstanding the foregoing, the Trustee will not be entitled to
consent to any amendment hereto without having first received an Opinion of
Counsel (at the Trust Fund's expense) to the effect that such amendment or the
exercise of any power granted to the Servicer, the Depositor, the Special
Servicer, the Trustee or any other specified person in accordance with such
amendment will not result in the imposition of a tax on the Trust Fund or the
REMIC constituted thereby or cause the Trust Fund to fail to qualify as a REMIC.
(d) Promptly after the execution of any such amendment, the Trustee shall
furnish a statement describing the amendment to each Certificateholder and the
Paying Agent and a copy of such amendment to each Rating Agency.
(e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(f) The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to Section
11.01(a) or (c) shall be borne by the Person seeking the related amendment,
except that if the Servicer or the Trustee requests any amendment of this
Agreement in furtherance of the rights and interests of Certificateholders, the
cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account.
SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the expense of the Depositor on direction by the Trustee, but only
upon direction accompanied by an Opinion of Counsel (the cost of which shall be
paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
(b) No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement or any Mortgage Loan, unless,
with respect to any suit, action or proceeding upon or under or with respect to
this Agreement, such Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates of any Class evidencing not less than 25% of the related
Percentage Interests in such Class shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Holders of Certificates unless such Holders
have offered to the Trustee reasonable security against the costs, expenses and
liabilities which may be incurred therein or hereby. It is understood and
intended, and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 11.03(c), each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 11.04. Governing Law.
This Agreement and the Certificates shall be construed in accordance with
the internal laws of the State of New York applicable to agreements made and to
be performed in said State, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
SECTION 11.05. Notices.
Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, Chase
Commercial Mortgage Securities Corp., 380 Madison Avenue, New York, New York
10017, Attention: Jacqueline R. Slater, with a copy to Jeanne M. Mininall, Esq.,
telecopy number: (212) 270-7481; (ii) in the case of the Servicer, The Chase
Manhattan Bank, CCMB Servicing Division, 380 Madison Avenue, 11th Floor, New
York, New York 10017 Attention: Janice Smith, V.P. telecopy number: (212)
622-3553; (iii) in the case of the Special Servicer, Lennar Partners, Inc., 700
NW 107th Avenue, Suite 400, Miami, Florida 33172, Attention: Jeffrey Krasnoff,
telecopy number: (305) 226-7691, with a copy to Brian Bilzin, Esq., 2500 First
Union Financial Center, Miami, Florida 33131, telecopy number: (305) 374-7593;
(iv) in the case of the Trustee and the Fiscal Agent, LaSalle National Bank, 135
South LaSalle Street, Suite 1740, Chicago, Illinois 60603, Attention:
Asset-Backed Securities Trust Services, Chase Commercial Mortgage Securities
Corp., Series 1996-1, telecopy number: 312-904-2084; (v) in the case of the
initial Paying Agent, the initial Certificate Registrar and the initial
Authenticating Agent, The Chase Manhattan Bank, 450 West 33rd Street, 15th
Floor, New York, New York 10001, Attention: Structured Finance Services (MBS),
telecopy number: (212) 946-8302; (vi) in the case of the Rating Agencies, (a)
Fitch Investors Services, L.P., One State Street Plaza, 33rd Floor, New York,
New York 10004, Attention: Commercial Mortgage Surveillance, telecopy number:
(212) 635-0295, and (b) Standard & Poor's Ratings Services, 26 Broadway, New
York, New York 10004, Attention: Commercial Mortgage Surveillance Group,
telecopy number: (212) 412-0539; or as to each such Person such other address as
may hereafter be furnished by such Person to the parties hereto in writing. Any
communication required or permitted to be delivered to a Certificateholder shall
be deemed to have been duly given when mailed first class, postage prepaid, to
the address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
SECTION 11.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07. Grant of a Security Interest.
The Depositor intends that the conveyance of the Depositor's right, title
and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans, all principal and interest
received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Certificate Account, the Distribution Account and, if established,
the REO Account, and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest in and to the proceeds of any title,
hazard or other Insurance Policies related to such Mortgage Loans, and (ii) this
Agreement shall constitute a security agreement under applicable law. This
Section 11.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.
SECTION 11.08. Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. No other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement.
SECTION 11.09. Article and Section Headings.
The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.
SECTION 11.10. Notices to the Rating Agencies.
(a) The Trustee shall use reasonable efforts promptly to provide notice to
each Rating Agency with respect to each of the following of which it has actual
knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been
cured;
(iii) the resignation or termination of the Servicer or the
Special Servicer;
(iv) any change in the location of the Distribution Account;
(v) the repurchase of Mortgage Loans by the Mortgage Loan Seller
pursuant to Section 3 of the Mortgage Loan Purchase Agreement; and
(vi) the final payment to any Class of Certificateholders.
(b) The Servicer shall use reasonable efforts promptly to provide notice to
each Rating Agency with respect to each of the following of which it has actual
knowledge:
(i) the resignation or removal of the Trustee;
(ii) any change in the location of the Certificate Account; and
(iii) any event that would result in the voluntary or involuntary
termination of any insurance of the accounts of the Paying Agent or
the Trustee.
(c) Each of the Servicer and the Special Servicer shall promptly furnish to
each Rating Agency copies of the following:
(i) each of its annual statements as to compliance described in
Section 3.13;
(ii) inspection reports and other items delivered to each of the
Servicer and Special Servicer pursuant to Sections 3.12(a) and
3.12(b);
(iii) each of its annual independent public accountants'
servicing reports described in Section 3.14;
(iv) a Collection Report with respect to each Distribution Date
required to be delivered pursuant to Section 4.02(b); and
(v) each waiver and consent provided pursuant to Section 3.08.
(d) The Paying Agent shall promptly furnish to each Rating Agency a copy of
the statement to Certificateholders distributed pursuant to Section 4.02(a).
[End of Article XI]
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized, in each case as
of the day and year first above written.
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
Depositor
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
THE CHASE MANHATTAN BANK
Servicer
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
LENNAR PARTNERS, INC.
Special Servicer
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
LASALLE NATIONAL BANK
Trustee
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
ABN AMRO BANK N.V.
Fiscal Agent
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ------ day of -----------------, 1996 before me, a notary public in
and for said State, personally appeared ------------------------ known to me to
be a ---------------------- of Chase Commercial Mortgage Securities Corp. one of
the corporations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ------- day of -----------, 1996, before me, a notary public in and
for said State, personally appeared ----------------------------- known to me to
be a ------------------------- of LaSalle National Bank, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and
acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF ------------ )
) ss.:
COUNTY OF ------------ )
On the ------ day of ------------, 1996 before me, a notary public in and
for said State, personally appeared -------------------- known to me to be a
- ---------- of Lennar Partners, Inc., a Florida corporation that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF ------------ )
) ss.:
COUNTY OF ------------ )
On the ------ day of ------------, 1996 before me, a notary public in and
for said State, personally appeared ------------------- known to me to be a
- ------- of The Chase Manhattan Bank, a New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such national banking association, and acknowledged to
me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF ------------ )
) ss.:
COUNTY OF ------------ )
On the ------ day of ------------, 1996 before me, a notary public in and
for said State, personally appeared ------------------- known to me to be a
- -------- of ABN AMRO Bank N.V., a bank organized under the laws of the
Netherlands that executed the within instrument, and also known to me to be the
person who executed it on behalf of such Netherlands bank, and acknowledged to
me that such Netherlands bank executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------
Notary Public
[Notarial Seal]
<PAGE>
Schedule 1
Computerized Database Information
---------------------------------
Field
Identification Number
Property Type
Property City and State
Year Built
Year Renovated
Occupancy Rate as Of ___
Total Square Feet
Number of units
Original Principal Balance
Prepayment Premium
Note Rate
Annual Debt Service
Current DSCR
Appraised Value (MAI)
Cut-off LTV (MAI)
LTV at Maturity (MAI)
Annual Reserves per Square Foot/Unit
Origination Date
Maturity Date
(Original) Loan Balance Per SF or Per Unit
Current Unpaid Principal Balance
1995 Actual or Rolling 12 Month No. I
Actual Annual Net Operating Income
<PAGE>
SCHEDULE 2
BORROWER CONCENTRATIONS IN EXCESS OF 5%
(IDENTIFIED BY LOAN ID NUMBER ON EXHIBIT A TO THE PROSPECTUS
SUPPLEMENT)
GROUP 1 GROUP 2 GROUP 3
------- ------- -------
1 4 17
13 31 37
26 69 48
77 49
80 70
81 75
82
87
EXHIBIT A-1
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS A-1
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
PASS-THROUGH RATE: 7.600% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS
DUE AND PREPAYMENTS
DENOMINATION: $____________ RECEIVED ON OR BEFORE CUT-OFF
DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT AS OF JULY 1, 1996 SPECIAL SERVICER: LENNAR PARTNERS, INC.
CUT-OFF DATE: JULY 1, 1996 TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: JULY 30, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
AUGUST 19, 1996
CUSIP NO. 161505AA0
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: _______
OF THE CLASS A-1 CERTIFICATES
AS OF THE CLOSING DATE: $190,000,000
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
CLASS A-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class A-1 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-1 Certificates. The Certificates are designated as the Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
1996-1 and are issued in twelve Classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
-------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-2
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS A-2
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
PASS-THROUGH RATE: 7.600% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING
PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $____________ RECEIVED ON OR BEFORE CUT-OFF
DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF JULY 1,1996 SPECIAL SERVICER: LENNAR PARTNERS, INC.
CUT-OFF DATE: JULY 1, 1996 TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: JULY 30, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
AUGUST 19, 1996
CUSIP NO. 161505AB8
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: _______
OF THE CLASS A-2 CERTIFICATES
AS OF THE CLOSING
DATE: $123,421,002
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
CLASS A-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class A-2 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-2 Certificates. The Certificates are designated as the Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
1996-1 and are issued in twelve Classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-2 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
---------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-3
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS P
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
[OID LEGEND]
DENOMINATION: $______________ APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING
PAYMENTS DUE AND PREPAYMENTS
DATE OF POOLING AND SERVICING RECEIVED ON OR BEFORE CUT-OFF
AGREEMENT: AS OF JULY 1, 1996 DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: JULY 1, 1996
SPECIAL SERVICER: LENNAR PARTNERS, INC.
CLOSING DATE: JULY 30, 1996
TRUSTEE: LASALLE NATIONAL BANK
FIRST DISTRIBUTION DATE:
AUGUST 19, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
APPROXIMATE AGGREGATE PAYING AGENT: THE CHASE MANHATTAN BANK
CERTIFICATE BALANCE
OF THE CLASS P CERTIFICATES CUSIP NO. 161505AC6
AS OF THE CLOSING
DATE: $1,222,154 CERTIFICATE NO.: _____
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
CLASS P CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class P Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class P
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1
and are issued in twelve Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in
respect of interest. Holders of this Certificate will not be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Principal allocated to this Certificate on any Distribution Date will be in
an amount due to this Certificate's pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Collateral Support Deficit on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Certificateholders in the manner set forth in
the Pooling and Servicing Agreement. All Collateral Support Deficit on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing as least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS P CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
------------ correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-4
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS B
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW).
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
PASS-THROUGH RATE: 7.600% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING
PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $___________ RECEIVED ON OR BEFORE CUT-OFF
DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF JULY 1, 1996 SPECIAL SERVICER: LENNAR PARTNERS, INC.
CUT-OFF DATE: JULY 1, 1996 TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: JULY 30, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
AUGUST 19, 1996
CUSIP NO.161505AE2
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: ______
OF THE CLASS B CERTIFICATES
AS OF THE CLOSING
DATE: $26,589,563
<PAGE>
CLASS B CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class B
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1
and are issued in twelve Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class B Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
---------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-5
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS C
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW).
- --------------------
[1] IF THIS CERTIFICATE REPRESENTS A BOOK-ENTRY CERTIFICATE REGISTERED IN THE
NAME OF CEDE & CO., IT SHALL HAVE THIS LEGEND.
<PAGE>
PASS-THROUGH RATE: 7.600% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING
PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $___________ RECEIVED ON OR BEFORE CUT-OFF
DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF JULY 1, 1996 SPECIAL SERVICER: LENNAR PARTNERS, INC.
CUT-OFF DATE: JULY 1, 1996 TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: JULY 30, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
AUGUST 19, 1996
CUSIP NO. 161505AF9
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: ______
OF THE CLASS C CERTIFICATES
AS OF THE CLOSING
DATE: $22,157,969
<PAGE>
CLASS C CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class C Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class C
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1
and are issued in twelve Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class C Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
---------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-6
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS D
THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW).
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
PASS-THROUGH RATE: 7.600% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING
PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $___________ RECEIVED ON OR BEFORE CUT-OFF
DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF JULY 1, 1996 SPECIAL SERVICER: LENNAR PARTNERS, INC.
CUT-OFF DATE: JULY 1, 1996 TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: JULY 30, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
AUGUST 19, 1996
CUSIP NO. 161505AG7
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: ______
OF THE CLASS D CERTIFICATES
AS OF THE CLOSING
DATE: $15,510,578
<PAGE>
CLASS D CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class D Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class D
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1
and are issued in twelve Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class D Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
---------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-7
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS E
THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW).
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
PASS-THROUGH RATE: 7.600% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING
PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $___________ RECEIVED ON OR BEFORE CUT-OFF
DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF JULY 1, 1996 SPECIAL SERVICER: LENNAR PARTNERS, INC.
CUT-OFF DATE: JULY 1, 1996 TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: JULY 30, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
AUGUST 19, 1996
CUSIP NO. 161505AH5
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: ______
OF THE CLASS E CERTIFICATES
AS OF THE CLOSING
DATE: $11,078,984
<PAGE>
CLASS E CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class E Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class E
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1
and are issued in twelve Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class E Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Investments. Interest or other income earned on funds in the
Certificate Account and Distribution Account will be paid to the Servicer as set
forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing as least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
---------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-8
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS F
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW).
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.][2]
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
[2] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
PASS-THROUGH RATE: 7.60% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING
PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: Set Forth on RECEIVED ON OR BEFORE CUT-OFF
Schedule A DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF JULY 1, 1996 SPECIAL SERVICER: LENNAR PARTNERS, INC.
CUT-OFF DATE: JULY 1, 1996 TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: JULY 30, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
AUGUST 19, 1996
CUSIP NO. 161505AJ1
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: ______
OF THE CLASS F CERTIFICATES
AS OF THE CLOSING
DATE: $24,373,766
<PAGE>
CLASS F CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class F Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class F
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1
and are issued in twelve Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class F Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon
transfer of, an interest in this Book- Remaining Principal Amount of Notation
Date Entry Certificate Book-Entry Certificate Made By
---- ----------------------------------------- ---------------------- -------
<S> <C> <C> <C>
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- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
---------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-9
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS G
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW).
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.][2]
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
[2] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
PASS-THROUGH RATE: 7.60% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING
PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: Set Forth on RECEIVED ON OR BEFORE CUT-OFF
Schedule A DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF JULY 1, 1996 SPECIAL SERVICER: LENNAR PARTNERS, INC.
CUT-OFF DATE: JULY 1, 1996 TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: JULY 30, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
AUGUST 19, 1996
CUSIP NO. 161505AK8
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: ______
OF THE CLASS G CERTIFICATES
AS OF THE CLOSING
DATE: $17,726,375
<PAGE>
CLASS G CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class G Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class G Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1996-1 and are issued in twelve Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class G Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon
transfer of, an interest in this Book- Remaining Principal Amount of Notation
Date Entry Certificate Book-Entry Certificate Made By
---- ----------------------------------------- ---------------------- -------
<S> <C> <C> <C>
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
- -------------- ----------------------------------------- ----------------------------- -------
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
---------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-10
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS H
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW).
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.][2]
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
[2] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
PASS-THROUGH RATE: 7.60% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING
PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: Set Forth on RECEIVED ON OR BEFORE CUT-OFF
Schedule A DATE: $443,159,377.48
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF JULY 1, 1996 SPECIAL SERVICER: LENNAR PARTNERS, INC.
CUT-OFF DATE: JULY 1, 1996 TRUSTEE: LASALLE NATIONAL BANK
CLOSING DATE: JULY 30, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
AUGUST 19, 1996
CUSIP NO. 161505AL6
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: ______
OF THE CLASS H CERTIFICATES
AS OF THE CLOSING
DATE: $11,078,984
<PAGE>
CLASS H CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class H Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class H
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1
and are issued in twelve Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class H Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon
transfer of, an interest in this Book- Remaining Principal Amount of Notation
Date Entry Certificate Book-Entry Certificate Made By
---- ----------------------------------------- ---------------------- -------
<S> <C> <C> <C>
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
---------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-11
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS X
THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS IO
CERTIFICATES IS BASED, WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][1]
[OID LEGEND]
- ----------
[1] If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
<TABLE>
<S> <C>
THE PASS-THROUGH RATE ON THE CLASS X CERTIFICATES WILL BE APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
EQUAL TO THE EXCESS, IF ANY, OF (i) THE WEIGHTED AVERAGE MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
NET MORTGAGE RATE OF THE MORTGAGE LOANS (ASSUMING THAT RECEIVED ON OR BEFORE CUT-OFF DATE: $443,159,377.48
EACH DISCOUNT MORTGAGE LOAN HAS A NET MORTGAGE RATE OF
7.600%), OVER (ii)7.60%. SERVICER: THE CHASE MANHATTAN BANK
DENOMINATION: $___________ SPECIAL SERVICER: LENNAR PARTNERS, INC.
TRUSTEE: LASALLE NATIONAL BANK
DATE OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1,
1996 FISCAL AGENT: ABN AMRO BANK N.V.
CUT-OFF DATE: JULY 1, 1996 PAYING AGENT: THE CHASE MANHATTAN BANK
CLOSING DATE: JULY 30, 1996
FIRST DISTRIBUTION DATE: CUSIP NO. 161505AD4
AUGUST 19, 1996
CERTIFICATE NO.: ________
APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X
CERTIFICATES AS OF THE CLOSING DATE: $443,159,377
</TABLE>
<PAGE>
CLASS X CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class X Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Notional Amount of the Class X
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1
and are issued in twelve Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class X Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the Available Distribution Amount to be distributed on the Certificates of
this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent, and the Certificate Registrar and any of their
agents may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, the
Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar nor
any such agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
Dated: NOTICE: The signature to this assignment must
---------------- correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-12
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1, CLASS R
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (a) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (b) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (c) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (d) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW).
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT.
<TABLE>
<S> <C>
PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: 100% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, RECEIVED ON OR BEFORE CUT-OFF DATE: $443,159,377.48
1996
SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: JULY 1, 1996
SPECIAL SERVICER: LENNAR PARTNERS, INC.
CLOSING DATE: JULY 30, 1996
TRUSTEE: LASALLE NATIONAL BANK
FIRST DISTRIBUTION DATE:
AUGUST 19, 1996 FISCAL AGENT: ABN AMRO BANK N.V.
CLASS R PERCENTAGE INTEREST: 100% PAYING AGENT: THE CHASE MANHATTAN BANK
CERTIFICATE NO.: ______
</TABLE>
<PAGE>
CLASS R CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, balloon commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Account, and the REO Accounts,
formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT __________________
is the registered owner of the interest evidenced by this Certificate in the
Class R Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), among Chase Commercial Mortgage Securities Corp. (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class R
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1
and are issued in twelve Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
This Class R Certificate is a "residual interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income. The Holder of the largest Percentage Interest in the Class R
Certificates shall be the "tax matters person" for the REMIC pursuant to
Treasury Regulations Section 1.860F-4(d), and the Servicer is hereby irrevocably
designated and shall serve as attorney-in-fact and agent for any such Person
that is the "tax matters person".
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and Paying Agent with wire instructions in writing as least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(e) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(e) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Paying Agent under Section 5.02(d) of the Pooling and
Servicing Agreement to deliver payments to a Person other than such Person. The
rights of each Person acquiring any Ownership Interest in a Class R Certificate
are expressly subject to the following provisions: (A) No Person holding or
acquiring any Ownership Interest in a Class R Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent") or a Non-U.S. Person and shall promptly notify the
Servicer, the Trustee, Paying Agent and the Certificate Registrar of any change
or impending change to such status; (B) In connection with any proposed Transfer
of any Ownership Interest in a Class R Certificate, the Certificate Registrar
shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-1 (a "Transfer Affidavit") from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is not a Disqualified
Organization or Agent thereof or a Non-U.S. Person, and that it has reviewed the
provisions of Section 5.02(d) of the Pooling and Servicing Agreement and agrees
to be bound by them; (C) Notwithstanding the delivery of a Transfer Affidavit by
a proposed Transferee under clause (B) above, if the Certificate Registrar has
actual knowledge that the proposed Transferee is a Disqualified Organization, an
Agent thereof or a Non-U.S. Person, no Transfer of an Ownership Interest in a
Class R Certificate to such proposed Transferee shall be effected; and (D) Each
Person holding or acquiring any Ownership Interest in a Class R Certificate
shall agree (1) to require a Transfer Affidavit from any prospective Transferee
to whom such Person attempts to transfer its Ownership Interest in such Class R
Certificate and (2) not to transfer its Ownership Interest in such Class R
Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-2 (a "Transferor Letter") certifying that, among other things, it has
no actual knowledge that such prospective Transferee is a Disqualified
Organization, an Agent thereof or a Non-U.S. Person.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Regular Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$250,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
The Class R Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(h) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Fiscal Agent, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Trust Fund as a REMIC to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax and such action will not result in the
withdrawal, downgrade or qualification of the then-current rating by any Rating
Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Trust Fund, the REMIC constituted thereby or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(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 such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement unless
the Trustee shall have received an Opinion of Counsel that such amendment will
not cause either the Trust Fund to fail to qualify as a REMIC or result in the
imposition of a tax on either the REMIC or the Trust Fund.
Any of the Servicer, Special Servicer or the Holder of a majority
Percentage Interest in the Class R Certificate (in that order) will have the
option, upon 60 days' prior notice given to the Trustee, Paying Agent and each
of the other parties to the Pooling and Servicing Agreement, which notice the
Paying Agent is required to promptly forward to Certificateholders and Rating
Agencies in the manner set forth in the Pooling and Servicing Agreement, to
purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 4% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its individual
capacity but solely as Certificate Registrar under
the Pooling and Servicing Agreement.
By:
-----------------------
AUTHORIZED OFFICER
Dated: July 30, 1996
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
----------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
--------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of this Certificate in every particular without
alteration or enlargement or any change whatever.
- ---------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT C
FORM OF INVESTMENT REPRESENTATION LETTER
The Chase Manhattan Bank,
as Certificate Registrar
450 West 33rd Street
Structured Finance Services (MBS)
New York, NY 10001
Attention:
Chase Commercial Mortgage Securities Corp.
380 Madison Avenue, 11th Floor
New York, New York 10017
Re: Transfer of Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 1996-1
Ladies and Gentlemen:
This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of July 1, 1996 (the "Pooling and Servicing
Agreement"), by and among Chase Commercial Mortgage Securities Corp., as
Depositor, The Chase Manhattan Bank, as Servicer, Lennar Partners, Inc., as
Special Servicer, ABN AMRO BANK N.V., as Fiscal Agent and LaSalle National Bank,
as Trustee on behalf of the holders of Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-1 (the
"Certificates") in connection with the transfer by _________________ (the
"Seller") to the undersigned (the "Purchaser") of $_______________ aggregate
Certificate Balance of Class ___ Certificates (the "Certificate"). Capitalized
terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.
In connection with such transfer, the Purchaser hereby represents and
warrants to you and the addressees hereof as follows:
1. Check one of the following:*
[_] The Purchaser is an institutional "accredited
investor" (an entity meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the "1933 Act"))
and has such knowledge and experience in financial
and business matters as to be capable of evaluating
the merits and risks of its investment in the
Certificates, and the Purchaser and any accounts for
which it is acting are each able to bear the economic
risk of the Purchaser's or such account's investment.
The Purchaser is acquiring the Certificates purchased
by it for its own account or for one or more accounts
(each of which is an "institutional accredited
investor") as to each of which the Purchaser
exercises sole investment discretion. The Purchaser
hereby undertakes to reimburse the Trust Fund for any
costs incurred by it in connection with this
transfer.
- ----------
* Purchaser must include one of the following two certificates.
<PAGE>
[_] The Purchaser is a "qualified institutional buyer"
within the meaning of Rule 144A ("Rule 144A")
promulgated under the Securities Act of 1933, as
amended (the "1933 Act"). The Purchaser is aware that
the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain
the information required to be provided pursuant to
paragraph (d)(4)(i) of Rule 144A.
2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions under Rule 144A, and not in any event with
the view to, or for resale in connection with, any distribution thereof, or (ii)
to institutional "accredited investors" meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act,
pursuant to any other exemption from the registration requirements of the 1933
Act, subject in the case of this clause (ii) to (w) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (x) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the 1933 Act, (y) the receipt by the Certificate Registrar of
such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the 1933 Act and other
applicable laws, and (z) a written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer. The Purchaser
understands that the Certificate (and any subsequent Certificate) has not been
registered under the 1933 Act, by reason of a specified exemption from the
registration provisions of the 1933 Act which depends upon, among other things,
the bona fide nature of the Purchaser's investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.
3. The Purchaser has reviewed the Private Placement Memorandum relating to
the Certificates (the "Private Placement Memorandum") and the agreements and
other materials referred to therein and has had the opportunity to ask questions
and receive answers concerning the terms and conditions of the transactions
contemplated by the Private Placement Memorandum.
4. The Purchaser acknowledges that the Certificate (and any Certificate
issued on transfer or exchange thereof) has not been registered or qualified
under the 1933 Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.
5. The Purchaser hereby undertakes to be bound by the terms and conditions
of the Pooling and Servicing Agreement in its capacity as an owner of a
Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.
6. The Purchaser will not sell or otherwise transfer any portion of the
Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.
7. Check one of the following:*
[_] The Purchaser is a U.S. Person (as defined below) and it has
attached hereto an Internal Revenue Service ("IRS") Form W-9
(or successor form).
[_] The Purchaser is not a U.S. Person and under applicable law in
effect on the date hereof, no taxes will be required to be
withheld by the Trustee (or its agent) or the Paying Agent
with respect to distributions to be made on the Certificate.
The Purchaser has attached hereto either (i) a duly executed
IRS Form W-8 (or successor form), which identifies such
Purchaser as the beneficial owner of the Certificate and
states that such Purchaser is not a U.S. Person or (ii) two
duly executed copies of IRS Form 4224 (or successor form),
which identify such Purchaser as the beneficial owner of the
Certificate and state that interest and original issue
discount on the Certificate and Permitted Investments is, or
is expected to be, effectively connected with a U.S. trade or
business. The Purchaser agrees to provide to the Certificate
Registrar updated IRS Forms W-8 or IRS Forms 4224, as the case
may be, any applicable successor IRS forms, or such other
certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or
certification expires or becomes obsolete, or promptly after
the occurrence of any event requiring a change in the most
recent IRS form of certification furnished by it to the
Certificate Registrar.
For this purpose, "U.S. Person" means a citizen or resident of the United States
for U.S. federal income tax purposes, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any of its
political subdivisions, or an estate or trust the income of which is subject to
U.S. federal income taxation regardless of its source.
- --------------------
* Each Purchaser must include one of the two alternative Certifications.
<PAGE>
8. Please make all payments due on the Certificates:**
[_] (a) by wire transfer to the following account at a bank or
entity in New York, New York, having appropriate facilities
therefore:
Bank:
------------------------------
ABA#:
------------------------------
Account #:
-------------------------
Attention:
-------------------------
[_] (b) by mailing a check or draft to the following address:
----------------------------------
----------------------------------
----------------------------------
Very truly yours,
-------------------------
[The Purchaser]
By:
--------------------
Name:
Title
Dated:
- ----------
** Only to be filled out by Purchasers of Definitive Certificates. Please select
(a) or (b). For holders of Definitive Certificates, wire transfers are only
available if such holder's Definitive Certificates have an aggregate Certificate
Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.
<PAGE>
EXHIBIT D-1
FORM OF TRANSFER AFFIDAVIT
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4)
OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That [he] [she] is [Title of Officer] of [Name of Transferee] (the
"Transferee"), a [description of type of entity] duly organized and existing
under the laws of the [State of __________] [United States], on behalf of which
he makes this affidavit.
2. That the Transferee's Taxpayer Identification Number is [ ].
3. That the Transferee of a Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificate, Series 1996-1, Class R Certificate
(the "Class R Certificate") is not a Disqualified Organization (as defined
below) or an agent thereof (including nominee, middleman or other similar
person) (an "Agent") or a Non-U.S. Person (as defined below). For these
purposes, a "Disqualified Organization" means any of (i) the United States, any
State or political subdivision thereof, any possession of the United States, or
any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization, or any agency
or instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause the Trust Fund to fail to qualify as a
REMIC or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Residual Certificate to such Person. The terms "United
States", "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions. For these purposes,
"Non-U.S. Person" means any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form 4224 or (ii) the
Transferee delivers to both the Transferor and the Certificate Registrar an
opinion of a nationally recognized tax counsel to the effect that such Transfer
is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such Transfer of the Residual Certificate will
not be disregarded for federal income tax purposes.
4. That the Transferee historically has paid its debts as they have come
due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class R Certificate
as they become due.
5. That the Transferee understands that it may incur tax liabilities with
respect to the Class R Certificate in excess of any cash flow generated by the
Class R Certificate.
6. That the Transferee agrees not to transfer the Class R Certificate to
any Person or entity unless (a) the Transferee has received from such Person or
entity an affidavit substantially in the form of this Transfer Affidavit and (b)
the Transferee provides to the Certificate Registrar a letter substantially in
the form of Exhibit D-2 to the Pooling and Servicing Agreement certifying that
it has no actual knowledge that such Person or entity is a Disqualified
Organization, an Agent thereof or a Non-U.S. Person and that it has no reason to
know that such Person or entity does not satisfy the requirements set forth in
paragraph 4 hereof.
7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement dated as of July 1, 1996 among Chase Commercial Mortgage
Securities Corp., as Depositor, The Chase Manhattan Bank, as Servicer, Lennar
Partners, Inc., as Special Servicer, LaSalle National Bank, as Trustee and ABN
AMRO BANK N.V., as Fiscal Agent (the "Pooling and Servicing Agreement"), as may
be required to further effectuate the restrictions on transfer of the Class R
Certificate to such a Disqualified Organization, an Agent thereof, or a Non-U.S.
Person. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
8. That, if a "tax matters person" is required to be designated with
respect to the REMIC, the Transferee agrees to act as "tax matters person" and
to perform the functions of "tax matters person" of the REMIC pursuant to
Section 10.01(c) of the Pooling and Servicing Agreement, and agrees to the
irrevocable designation of the Servicer as the Transferee's agent in performing
the function of "tax matters person."
9. The Transferee has reviewed, and agrees to be bound by and to abide by,
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement
concerning registration of the transfer and exchange of Class R Certificates.
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this _____ day of __________,
19__.
[NAME OF TRANSFEREE]
By:
------------------------
[Name of Officer]
[Title of Officer]
<PAGE>
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Transferee, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Transferee.
Subscribed and sworn before me this ___ day of __________, 19__.
- ----------------------------------------
NOTARY PUBLIC
COUNTY OF
------------------------------
STATE OF
------------------------------
My commission expires the ___ day of __________, 19__.
<PAGE>
EXHIBIT D-2
FORM OF TRANSFEROR LETTER
[Date]
The Chase Manhattan Bank,
as Certificate Registrar
450 West 33rd Street
Structured Finance Services (MBS)
New York, NY 10001
Attention:
Re: Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 1996-1
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the requirements set forth in paragraphs 3 and 4 thereof are not satisfied
or that the information contained in paragraphs 3 and 4 thereof is not true.
Very truly yours,
[Transferor]
-----------------------------
<PAGE>
EXHIBIT E
(INTENTIONALLY DELETED)
<PAGE>
EXHIBIT F
REQUEST FOR RELEASE
__________[Date]
[TRUSTEE]
Re: Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates, Series 1996-1,
REQUEST FOR RELEASE
Dear _______________________,
In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under a certain Pooling and Servicing Agreement dated
as of July 1, 1996 (the "Pooling and Servicing Agreement"), by and among Chase
Commercial Mortgage Securities Corp., as depositor, ABN AMRO BANK N.V., as
Fiscal Agent, [the undersigned, as servicer ("the Servicer"), Lennar Partners,
Inc., as special servicer,] [The Chase Manahttan Bank, as servicer, the
undersigned, as special servicer (the "Special Servicer"),] and you, as trustee,
the undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
If only particular documents in the Mortgage File are requested, please specify
which:
Reason for requesting file (or portion thereof):
______1. Mortgage Loan paid in full. The [Servicer]
[Special Servicer] hereby certifies that all
amounts received in connection with the
Mortgage Loan have been or will be credited
to the Certificate Account pursuant to the
Pooling and Servicing Agreement.
______ 2. The Mortgage Loan is being foreclosed.
______ 3. Other. (Describe)
<PAGE>
The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently, or unless the Mortgage Loan is
being foreclosed, in which case the Mortgage File (or such portion thereof) will
be returned when no longer required by us for such purpose.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.
[SERVICER][SPECIAL SERVICER]
By:
-----------------------
Name:
Title:
<PAGE>
EXHIBIT G
FORM OF ERISA REPRESENTATION LETTER
The Chase Manhattan Bank,
as Certificate Registrar
450 West 33rd Street
Structured Finance Services (MBS)
15th Floor
New York, New York 10001
Attention:
Chase Commercial Mortgage Securities Corp.
380 Madison Avenue, 11th Floor
New York, New York 10017
Attention:
Re: Transfer of Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 1996-1
Ladies and Gentlemen:
The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 1996-1, Class __ (the
"Certificate") issued pursuant to that certain Pooling and Servicing Agreement,
dated as of July 1, 1996 (the "Pooling and Servicing Agreement"), by and among
Chase Commercial Mortgage Securities Corp., as depositor (the "Depositor"), The
Chase Manhattan Bank, as servicer (the "Servicer"), Lennar Partners, Inc., as
special servicer (the "Special Servicer"), ABN AMRO BANK N.V., as fiscal agent
(the "Fiscal Agent") and LaSalle National Bank, as trustee (the "Trustee").
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.
In connection with such transfer, the undersigned hereby represents and
warrants to you as follows:
1. The Purchaser is not (a)(i) an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA, (ii) or Section 4975 of the Code
or (iii) 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 (each a "Plan") or (b)
a person acting on behalf of or using the assets of any such plan (including an
entity whose underlying assets include plan assets by reason of investment in
the entity by such Plan and the application of Department of Labor Regulation
ss. 2510.3-101, other than an insurance company using assets of its general
account under circumstances whereby the purchase and holding of such
Certificates by such insurance company (i) would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60.
2. The Purchaser understands that if the Purchaser is a Person referred to
in 1(a) or (b) above, an Opinion of Counsel in form and substance satisfactory
to the Certificate Registrar and the Depositor to the effect that the
acquisition and holding of such Certificate by such purchaser or transferee will
not result in the assets of the Trust Fund being deemed to be "plan assets" and
subject to the fiduciary responsibility provisions of ERISA, the prohibited
transaction provisions of the Code or the provisions of any Similar Law, will
not constitute or result in a "prohibited transaction" within the meaning of
ERISA, Section 4975 of the Code or any Similar Law, and will not subject the
Trustee, the Certificate Registrar, the Servicer, the Special Servicer, the
Fiscal Agent, the Extension Adviser, the Underwriter or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law).
IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation
Letter on the ___th day of _____, ____.
Very truly yours,
---------------------------------
[The Purchaser]
By:
----------------------------
Name:
Title:
<PAGE>
EXHIBIT H
FORM OF DISTRIBUTION DATE STATEMENT
<TABLE>
<CAPTION>
B-21
Loan # Deal Name Borrower Address City State Zip Mortgage Gross
Code Rate Servicing
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Glenborough GLENBOROUGH FUND I, L.P. Multiple Multiple Mul- Mul- 7.57000% 0.17875%
Portfolio tiple tiple
- -------------------------------------------------------------------------------------------------------------------------------
2 Franklin Town Franklin Field Plaza Limited 3391 State Highway Franklin NJ 8823 7.87500% 0.10775%
Center Partnership 27
- -------------------------------------------------------------------------------------------------------------------------------
3 Burnside Plaza LAWRENCE OAKS LIMITED PARTNERSHIP 601 Burnside Avenue Inwood NY 11696 7.87500% 0.10775%
Shopping Ctr.
- -------------------------------------------------------------------------------------------------------------------------------
4 Oak View Apartments OAK VIEW APARTMENTS LIMITED 201 West Oakley Westmont IL 60559 7.87500% 0.10775%
PARTNERSHIP Drive North
- -------------------------------------------------------------------------------------------------------------------------------
5 2500 Inverrary 2500 INVERRARY TRUST 2580 NW 56th Avenue Lauderhill FL 33313 8.89300% 0.17875%
Club Apartments
- -------------------------------------------------------------------------------------------------------------------------------
6 Coconut Creek Plaza COCONUT PLAZA ASSOCIATES, LP 6570 Lyons Road Coconut FL 33073 8.62700% 0.17875%
Creek
- -------------------------------------------------------------------------------------------------------------------------------
7 Plaza 200 Shopping PLAZA 200 LAND CORP. / PLAZA 200 NWC Glen Cove Road Carle Place NY 11514 8.40000% 0.17875%
Center LEASING CORP. and Voice Road
- -------------------------------------------------------------------------------------------------------------------------------
8 The Centre of SHEFFIELD ENTERPRISES, LTD. North Ridge Road & Sheffield OH 44055 8.45100% 0.17875%
Sheffield Lake Avenue
- -------------------------------------------------------------------------------------------------------------------------------
9 Nagel Portfolio METROPOLITAN SELF-STORAGE, L.P. Multiple Multiple Mul- Mul- 9.63000% 0.17875%
- INDIANAPOLIS tiple tiple
- -------------------------------------------------------------------------------------------------------------------------------
10 184 Thompson Street NACA DEVELOPMENT, L.P. 184 Thompson Street New York NY 10012 8.91000% 0.17875%
- -------------------------------------------------------------------------------------------------------------------------------
11 Boardwalk at Park DASH ASSOCIATES, LLC 205 Carnegie Row Norwood MA 2062 9.00000% 0.10775%
Place
- -------------------------------------------------------------------------------------------------------------------------------
12 Belz Apartment UNION APARTMENTS, L.P. Multiple Multiple Mul- Mul- 8.80000% 0.17875%
Portfolio tiple tiple
- -------------------------------------------------------------------------------------------------------------------------------
13 Tri-City Portfolio RRF V TRI CITY, L.P. Multiple Multiple Mul- Mul- 9.39000% 0.17875%
II tiple tiple
- -------------------------------------------------------------------------------------------------------------------------------
14 Centennial Village ASHWOOD ASSOCIATES 120 East Street Warminster PA 18974 8.25000% 0.10775%
Road
- -------------------------------------------------------------------------------------------------------------------------------
15 Tops TOPS APPLIANCE REALTY, INC. 50-01 Northern Long NY 11101 8.75000% 0.10775%
Blvd. Island City
- -------------------------------------------------------------------------------------------------------------------------------
16 Dorchester at DORCHESTER ASSOCIATES L.L.C. 665 S. Skinker St. Louis MO 63105 8.62500% 0.10775%
Forest Park Boulevard
- -------------------------------------------------------------------------------------------------------------------------------
17 Pine Creek PINE CREEK VILLAGE APARTMENTS, 720 Chapman Drive Colorado CO 80916 8.72000% 0.10775%
Apartments LLC Springs
- -------------------------------------------------------------------------------------------------------------------------------
18 North Hills Mall NORTH HILLS MALL ASSOCIATES 7624 Grapevine North TX 76180 7.12500% 0.10775%
Highway Richland
Hills
- -------------------------------------------------------------------------------------------------------------------------------
19 Cranbury Crossing SOVEREIGN GROUP 1985-22, LIMITED One Cranbury East NJ 8816 7.75000% 0.10775%
PARTNERSHIP Crossing Brunswick
- -------------------------------------------------------------------------------------------------------------------------------
20 City Warehouse CITY WAREHOUSE CORP. 5200 East Grand Dallas TX 75223 8.59300% 0.17875%
Building Avenue
- -------------------------------------------------------------------------------------------------------------------------------
21 440 Plaza Shopping TEXVESTCO LTD 440 Place Road Killeen TX 76541 8.67000% 0.10775%
Center
- -------------------------------------------------------------------------------------------------------------------------------
22 Deer Valley Center DEER VALLEY CENTER, LTD. 4123-4273 Phoenix AZ 85023 8.60000% 0.10775%
Thunderbird Road
- -------------------------------------------------------------------------------------------------------------------------------
23 Circle Road Plaza CIRCLE ROAD GROUP, LLC 100 Frontage Road Cicero NY 13039 8.75000% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
24 Heather Croft HEATHER CROFT ASSOCIATES, L.P. 6825 Tilton Road Northfield NJ 8825 8.60000% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
25 Beaux Arts 80 WEST 40TH STREET L.L.C. 80 W. 40th Street New York NY 10018 8.62500% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
26 Tri-City Portfolio RRF IV TRI CITY, L.P. Multiple Multiple Mul- Mul- 8.74400% 0.17875%
- I tiple tiple
- -------------------------------------------------------------------------------------------------------------------------------
27 Northpointe Center NORTHPOINTE CENTRE OFFICE 12005 Ford Road Dallas TX 75234 8.37500% 0.10775%
BUILDING CORP
- -------------------------------------------------------------------------------------------------------------------------------
28 Village Square TO BE FORMED ENTITY 3901 North Kings Myrtle SC 29577 9.30000% 0.10775%
Shopping Center Highway Beach
- -------------------------------------------------------------------------------------------------------------------------------
29 Hillwood Plaza HILLWOOD PLAZA ASSOCIATES 6600 Charlotte Pike Nashville TN 37209 8.87500% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
30 Meadows Park A&E PARTNERS, L.P. I Security Blvd. & Woodlawn MD 21207 8.85000% 0.10775%
Shopping Center Woodlawn Dr.
- -------------------------------------------------------------------------------------------------------------------------------
31 Riverwood ROCHELLE PLAZA LP/ROLLING 851 Lorlyn Drive West IL 60185 7.87500% 0.10775%
MEADOWS LP/EAGLE ROCH LP Chicago
- -------------------------------------------------------------------------------------------------------------------------------
32 Torrington Parkade TP ASSOCIATES LP 450 Winsted Road Torrington CT 6790 8.75000% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
33 Franklin FIRST/THIRD FRANKLIN, L.P. Multiple Multiple Mul- Mul- 9.07000% 0.17875%
Industrial Park tiple tiple
Portfolio
- -------------------------------------------------------------------------------------------------------------------------------
34 Baywood Apartments FSA II BAYWOOD ASSOCIATES 2501 Hurley Way Sacramento CA 95815 8.12500% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
35 1723-29 Walnut St. NDP ASSOCIATES 1723-1729 Walnut PhiladelphiaPA 19103 9.25000% 0.10775%
Street
- -------------------------------------------------------------------------------------------------------------------------------
36 Mead and Elwood SJ ASSOCIATES, L.P. Multiple Multiple Mul- Mul- 8.75000% 0.10775%
Distribution tiple tiple
Centers
- -------------------------------------------------------------------------------------------------------------------------------
37 Shannon Glen SHANNON GLEN APARTMENTS, LLC 240 North Murray Colorado CO 80916 8.34000% 0.10775%
Apartments Boulevard Springs
- -------------------------------------------------------------------------------------------------------------------------------
38 Miami Gardens/441 441 PLAZA, GP 180 NW 183rd Street Miami FL 33169 8.39800% 0.17875%
Plaza
- -------------------------------------------------------------------------------------------------------------------------------
39 Bolton Place 2108 BOLTON DRIVE ASSOCIATES, LP 2108 Bolton Drive, Atlanta GA 30318 8.63900% 0.17875%
Apartments NW
- -------------------------------------------------------------------------------------------------------------------------------
40 Valley Oaks VALLEY OAKS ASSOCIATES, L.P. 2394 Johnson Atlanta GA 30345 8.25000% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
41 Northwest Plaza NORTHWEST PLAZA ASSOCIATES, LP 5600 Wabash Avenue Baltimore MD 21215 8.19000% 0.17875%
- -------------------------------------------------------------------------------------------------------------------------------
42 Mountain Village DERMOT MOUNTAIN VILLAGE, LLC 12863 South Chino CA 91710 8.12500% 0.10775%
Mountain Avenue
- -------------------------------------------------------------------------------------------------------------------------------
43 Pavillion PAVILION ATLANTAPARTNERS 3379 Flat Shoals Atlanta GA 30034 8.25000% 0.10775%
Apartments Road
- -------------------------------------------------------------------------------------------------------------------------------
44 Tampa Festival TAMPA FESTIVAL CENTRE,L.P. 2525 W. Tampa FL 33614 8.82600% 0.17875%
Centre Hillsborough Avenue
- -------------------------------------------------------------------------------------------------------------------------------
45 Greystone Loft & CORNERSTONE LOFTS, INC. 303 Market / 302 San Diego CA 92101 8.62500% 0.10775%
Cornerstone Block Island Streets
- -------------------------------------------------------------------------------------------------------------------------------
46 400 East Fordham 400 EAST FORDHAM ASSOCIATES 400 East Fordham Bronx NY 10458 8.43000% 0.17875%
Road Road
- -------------------------------------------------------------------------------------------------------------------------------
47 Colony Apartments THE COLONY APARTMENTS PARTNERS 14450 El Evado Road Victorville CA 92392 8.24000% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
48 Cedar Creek Club CEDAR CREEK APTS LLC 1030 South Chelton Colorado CO 80910 8.60000% 0.10775%
Apartments Road Springs
- -------------------------------------------------------------------------------------------------------------------------------
49 South Point SOUTH POINTE APARTMENTS LLC 3815 Lakehurst Colorado CO 80916 8.34000% 0.10775%
Apartments Drive Springs
- -------------------------------------------------------------------------------------------------------------------------------
50 Center on Plum PLUM CREEK, LLC 714-880 South Castle Rock CO 80104 8.12500% 0.10775%
Creek Briscoe Street
- -------------------------------------------------------------------------------------------------------------------------------
51 Leslie Towers LESLIE TOWERS, LP 25701 West Twelve Southfield MI 48034 9.50000% 0.17875%
Mile Road
- -------------------------------------------------------------------------------------------------------------------------------
52 Stanford Station STANFORD STATION PARTNERS, LP 1002 West 23rd St. Panama City FL 32405 8.80200% 0.17875%
Shopping Center
- -------------------------------------------------------------------------------------------------------------------------------
53 Ocean Plaza C.H. ASSOCIATES L.L.C. 700 Main Street N. Myrtle SC 29582 8.37500% 0.10775%
Beach
- -------------------------------------------------------------------------------------------------------------------------------
54 Park Wilshire PARK WILSHIRE APT., LLC. 2424 Wilshire Los Angeles CA 90042 8.75000% 0.10775%
Apartments Boulevard
- -------------------------------------------------------------------------------------------------------------------------------
55 Newburgh Commons NEWBURGH-AXINN LLC 1104 Union Avenue Newburgh NY 12550 9.00000% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
56 Ridge Hudson RIDGE HUDSON LP 720-746 East Ridge Irondequoit NY 14621 11.01000% 0.10775%
Road
- -------------------------------------------------------------------------------------------------------------------------------
57 Sycamore Gardens SYCAMORE ASSOCIATES LLC 431 Blooming Grove New Windsor NY 12553 8.03000% 0.10775%
Turnpike
- -------------------------------------------------------------------------------------------------------------------------------
58 9 E. 16th St. URBAN PROPERTY EQUITIES 9 East 16th Street New York NY 10003 8.50000% 0.10775%
ASSOCIATES LLC
- -------------------------------------------------------------------------------------------------------------------------------
59 Chestnut Square CHESTNUT SQUARE APARTMENTS, LLC 33 West Chestnut City of NJ 8360 8.50000% 0.17875%
Apartments Avenue Vineland
- -------------------------------------------------------------------------------------------------------------------------------
60 James Street JAMES ASSOCIATES, L.P. 4790 James Street PhiladelphiaPA 19137 8.42000% 0.17875%
Shopping Center
- -------------------------------------------------------------------------------------------------------------------------------
61 Byrd Plaza GARMAC COMPANY INC 810 Dixon Boulevard Cocoa FL 32922 9.50000% 0.10775%
- -------------------------------------------------------------------------------------------------------------------------------
62 Lake North LAKE NORTH APARTMENTS, LTD. 9430 Lake North Dallas TX 75220 7.94300% 0.17875%
Apartments Circle
- -------------------------------------------------------------------------------------------------------------------------------
63 Driftwood Village TEXAS PROPERTIES, INC Gus Thomas Rd & Mesquite TX 75150 8.75000% 0.10775%
Shopping Ctr. Town East Blvd
- -------------------------------------------------------------------------------------------------------------------------------
64 148-50 E. 74th St. 150 EAST 74TH STREET CO., LLC 148-50 East 74th New York NY 10022 8.87500% 0.10775%
Street
- -------------------------------------------------------------------------------------------------------------------------------
65 Aden Crest TDF MANAGEMENT SYSTEMS, LTD. 2200 Aden Road Fort Worth TX 76116 8.31000% 0.10775%
Apartments
- -------------------------------------------------------------------------------------------------------------------------------
66 North Hills NORTH HILLS GENERAL PARTNERSHIP 401 Marintown Road North SC 29841 9.30000% 0.10775%
Shopping Center Augusta
- -------------------------------------------------------------------------------------------------------------------------------
67 Mesa Plaza MESA PLAZA, LTD. 800-8030 Mesa Drive Austin TX 78731 8.50000% 0.10775%
Shopping Center
- -------------------------------------------------------------------------------------------------------------------------------
68 Caroline Realty CAROLINE REALTY 94-102 Park Street New Canaan CT 6840 8.00000% 0.10775%
(CVS)
- -------------------------------------------------------------------------------------------------------------------------------
69 Woodland Terrace WOODLAND TERRACE TRUST #60662, 10640 Brooks Lane Chicago IL 60415 7.62500% 0.10775%
6741 SHERI Ridge
- -------------------------------------------------------------------------------------------------------------------------------
70 Timbers Apartments THE TIMBERS APARTMENTS, LLC 2812-2830 Airport Colorado CO 80910 8.54000% 0.10775%
Road Springs
- -------------------------------------------------------------------------------------------------------------------------------
71 Fairfax Associates PROSPERITY ASSOCIATES, LP 2930-2942 Fairfax VA 22031 9.23000% 0.17875%
Prosperity Avenue
- -------------------------------------------------------------------------------------------------------------------------------
72 751 St. Marks 751 ST MARKS LTD LIABILITY 751 St. Marks Brooklyn NY 11210 9.80000% 0.10775%
COMPANY Avenue
- -------------------------------------------------------------------------------------------------------------------------------
73 Village Shopping ARNOBO ASSOCIATES PARTNERSHIP 1207 W. Spring Monroe GA 30655 9.30000% 0.10775%
Center Street
- -------------------------------------------------------------------------------------------------------------------------------
74 Claremont CLAREMONT ASSOCIATES, LP 4536-4598 Alexandria VA 22304 9.33000% 0.17875%
Associates Eisenhower Avenue
- -------------------------------------------------------------------------------------------------------------------------------
75 New Horizon NEW HORIZON APARTMENTS LLC 4975 El Camino Colorado CO 80918 8.32000% 0.10775%
Apartments Drive Springs
- -------------------------------------------------------------------------------------------------------------------------------
76 Camelot CAMELOT / BRITTANY LIMITED 2001 Slayden Brownwood TX 76801 8.00000% 0.10775%
PARTNERSHIP
- -------------------------------------------------------------------------------------------------------------------------------
77 Brentwood BRENTWOOD PARK LP 630-640 E. George Bensenville IL 60148 7.75000% 0.10775%
Street
- -------------------------------------------------------------------------------------------------------------------------------
78 Town & Country TOWN AND COUNTRY PROPERTIES, L.P. 3306 South Pacific Medford OR 97501 9.34000% 0.17875%
Estates Highway
- -------------------------------------------------------------------------------------------------------------------------------
79 Freestanding CVS 63-57 FRESH POND ASSOCIATES LLC 63-57 Fresh Pond Ridgewood NY 11385 8.25000% 0.10775%
Road
- -------------------------------------------------------------------------------------------------------------------------------
80 Grayslake GRAYSLAKE APARTMENTS LIMITED 325-365 Neville Grayslake IL 60030 7.62500% 0.10775%
PARTNERSHIP Drive
- -------------------------------------------------------------------------------------------------------------------------------
81 Carol Stream CAROL STREAM LIMITED PARTNERSHIP 550 & 560 Carol IL 60188 7.62500% 0.10775%
Gunderson Drive Stream
- -------------------------------------------------------------------------------------------------------------------------------
82 Gunderson GUNDERSON DRIVE LIMITED 580 & 590 East Carol IL 60188 7.62500% 0.10775%
Apartments PARTNERSHIP Gunderson Drive Stream
- -------------------------------------------------------------------------------------------------------------------------------
83 Landmark Office FRED E STILLMAN,SYLVIA S. 125 Greenwich Greenwich CT 6839 9.25000% 0.10775%
Building HALPERN, RAYMO Avenue
- -------------------------------------------------------------------------------------------------------------------------------
84 Castle Loma CASTLE LOMA VENTURES, INC. 2457 West U.S. -- Mesquite TX 75150 10.37000% 0.17875%
Apartments 80
- -------------------------------------------------------------------------------------------------------------------------------
85 Friendly Silverman FRIENDLY SILVERMAN HOLDING CORP. Multiple Multiple Mul- Mul- l10.79000% 0.10775%
tiple tiple
- -------------------------------------------------------------------------------------------------------------------------------
86 William B. Travis WILLIAM B. TRAVIS, LLC 4818 Avenue R -- Galveston TX 77551 9.28000% 0.10775%
Apartments 1/2
- -------------------------------------------------------------------------------------------------------------------------------
87 Woodland Apartments WOODLANDS LIMITED PARTNERSHIP 1217 Kings Court West IL 60185 7.75000% 0.10775%
Chicago
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan # Deal Name Borrower Address City State Zip Net Original
Code Mortgage Balance
Rate
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Glenborough GLENBOROUGH FUND I, L.P. Multiple Multiple Mul- Mul- l7.39125% $20,000,000.
Portfolio tiple tiple
- -----------------------------------------------------------------------------------------------------------------------------
2 Franklin Town Franklin Field Plaza Limited 3391 State Highway Franklin NJ 8823 7.76725%
Center Partnership 27 13,200,000
- -----------------------------------------------------------------------------------------------------------------------------
3 Burnside Plaza LAWRENCE OAKS LIMITED PARTNERSHIP 601 Burnside Avenue Inwood NY 11696 7.76725%
Shopping Ctr. 13,100,000
- -----------------------------------------------------------------------------------------------------------------------------
4 Oak View Apartments OAK VIEW APARTMENTS LIMITED 201 West Oakley Westmont IL 60559 7.76725%
PARTNERSHIP Drive North 13,000,000
- -----------------------------------------------------------------------------------------------------------------------------
5 2500 Inverrary 2500 INVERRARY TRUST 2580 NW 56th Avenue Lauderhill FL 33313 8.71425%
Club Apartments 11,750,000
- -----------------------------------------------------------------------------------------------------------------------------
6 Coconut Creek Plaza COCONUT PLAZA ASSOCIATES, LP 6570 Lyons Road Coconut FL 33073 8.44825%
Creek 11,500,000
- -----------------------------------------------------------------------------------------------------------------------------
7 Plaza 200 Shopping PLAZA 200 LAND CORP. / PLAZA 200 NWC Glen Cove Road Carle Place NY 11514 8.22125%
Center LEASING CORP. and Voice Road 10,800,000
- -----------------------------------------------------------------------------------------------------------------------------
8 The Centre of SHEFFIELD ENTERPRISES, LTD. North Ridge Road & Sheffield OH 44055 8.27225%
Sheffield Lake Avenue 10,750,000
- -----------------------------------------------------------------------------------------------------------------------------
9 Nagel Portfolio METROPOLITAN SELF-STORAGE, L.P. Multiple Multiple Mul- Mul- l9.45125%
- INDIANAPOLIS tiple tiple 10,700,000
- -----------------------------------------------------------------------------------------------------------------------------
10 184 Thompson Street NACA DEVELOPMENT, L.P. 184 Thompson Street New York NY 10012 8.73125%
10,500,000
- -----------------------------------------------------------------------------------------------------------------------------
11 Boardwalk at Park DASH ASSOCIATES, LLC 205 Carnegie Row Norwood MA 2062 8.89225%
Place 10,500,000
- -----------------------------------------------------------------------------------------------------------------------------
12 Belz Apartment UNION APARTMENTS, L.P. Multiple Multiple Mul- Mul- 8.62125%
Portfolio tiple tiple 9,700,000
- -----------------------------------------------------------------------------------------------------------------------------
13 Tri-City Portfolio RRF V TRI CITY, L.P. Multiple Multiple Mul- Mul- 9.21125%
II tiple tiple 9,600,000
- -----------------------------------------------------------------------------------------------------------------------------
14 Centennial Village ASHWOOD ASSOCIATES 120 East Street Warminster PA 18974 8.14225%
Road 9,500,000
- -----------------------------------------------------------------------------------------------------------------------------
15 Tops TOPS APPLIANCE REALTY, INC. 50-01 Northern Long NY 11101 8.64225%
Blvd. Island City 9,200,000
- -----------------------------------------------------------------------------------------------------------------------------
16 Dorchester at DORCHESTER ASSOCIATES L.L.C. 665 S. Skinker St. Louis MO 63105 8.51725%
Forest Park Boulevard 9,100,000
- -----------------------------------------------------------------------------------------------------------------------------
17 Pine Creek PINE CREEK VILLAGE APARTMENTS, 720 Chapman Drive Colorado CO 80916 8.61225%
Apartments LLC Springs 8,992,500
- -----------------------------------------------------------------------------------------------------------------------------
18 North Hills Mall NORTH HILLS MALL ASSOCIATES 7624 Grapevine North TX 76180 7.01725%
Highway Richland 8,000,000
Hills
- -----------------------------------------------------------------------------------------------------------------------------
19 Cranbury Crossing SOVEREIGN GROUP 1985-22, LIMITED One Cranbury East NJ 8816 7.64225%
PARTNERSHIP Crossing Brunswick 7,550,000
- -----------------------------------------------------------------------------------------------------------------------------
20 City Warehouse CITY WAREHOUSE CORP. 5200 East Grand Dallas TX 75223 8.41425%
Building Avenue 7,200,000
- -----------------------------------------------------------------------------------------------------------------------------
21 440 Plaza Shopping TEXVESTCO LTD 440 Place Road Killeen TX 76541 8.56225%
Center 7,000,000
- -----------------------------------------------------------------------------------------------------------------------------
22 Deer Valley Center DEER VALLEY CENTER, LTD. 4123-4273 Phoenix AZ 85023 8.49225%
Thunderbird Road 7,000,000
- -----------------------------------------------------------------------------------------------------------------------------
23 Circle Road Plaza CIRCLE ROAD GROUP, LLC 100 Frontage Road Cicero NY 13039 8.64225%
6,900,000
- -----------------------------------------------------------------------------------------------------------------------------
24 Heather Croft HEATHER CROFT ASSOCIATES, L.P. 6825 Tilton Road Northfield NJ 8825 8.49225%
6,900,000
- -----------------------------------------------------------------------------------------------------------------------------
25 Beaux Arts 80 WEST 40TH STREET L.L.C. 80 W. 40th Street New York NY 10018 8.51725%
6,550,000
- -----------------------------------------------------------------------------------------------------------------------------
26 Tri-City Portfolio RRF IV TRI CITY, L.P. Multiple Multiple Mul- Mul- 8.56525%
- I tiple tiple 6,500,000
- -----------------------------------------------------------------------------------------------------------------------------
27 Northpointe Center NORTHPOINTE CENTRE OFFICE 12005 Ford Road Dallas TX 75234 8.26725%
BUILDING CORP 6,300,000
- -----------------------------------------------------------------------------------------------------------------------------
28 Village Square TO BE FORMED ENTITY 3901 North Kings Myrtle SC 29577 9.19225%
Shopping Center Highway Beach 6,000,000
- -----------------------------------------------------------------------------------------------------------------------------
29 Hillwood Plaza HILLWOOD PLAZA ASSOCIATES 6600 Charlotte Pike Nashville TN 37209 8.76725%
5,815,000
- -----------------------------------------------------------------------------------------------------------------------------
30 Meadows Park A&E PARTNERS, L.P. I Security Blvd. & Woodlawn MD 21207 8.74225%
Shopping Center Woodlawn Dr. 5,800,000
- -----------------------------------------------------------------------------------------------------------------------------
31 Riverwood ROCHELLE PLAZA LP/ROLLING 851 Lorlyn Drive West IL 60185 7.76725%
MEADOWS LP/EAGLE ROCH LP Chicago 5,325,000
- -----------------------------------------------------------------------------------------------------------------------------
32 Torrington Parkade TP ASSOCIATES LP 450 Winsted Road Torrington CT 6790 8.64225%
5,300,000
- -----------------------------------------------------------------------------------------------------------------------------
33 Franklin FIRST/THIRD FRANKLIN, L.P. Multiple Multiple Mul- Mul- l8.89125%
Industrial Park tiple tiple 5,215,000
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
34 Baywood Apartments FSA II BAYWOOD ASSOCIATES 2501 Hurley Way Sacramento CA 95815 8.01725%
5,100,000
- -----------------------------------------------------------------------------------------------------------------------------
35 1723-29 Walnut St. NDP ASSOCIATES 1723-1729 Walnut PhiladelphiaPA 19103 9.14225%
Street 5,050,000
- -----------------------------------------------------------------------------------------------------------------------------
36 Mead and Elwood SJ ASSOCIATES, L.P. Multiple Multiple Mul- Mul- l8.64225%
Distribution tiple tiple 4,800,000
Centers
- -----------------------------------------------------------------------------------------------------------------------------
37 Shannon Glen SHANNON GLEN APARTMENTS, LLC 240 North Murray Colorado CO 80916 8.23225%
Apartments Boulevard Springs 4,601,900
- -----------------------------------------------------------------------------------------------------------------------------
38 Miami Gardens/441 441 PLAZA, GP 180 NW 183rd Street Miami FL 33169 8.21925%
Plaza 4,500,000
- -----------------------------------------------------------------------------------------------------------------------------
39 Bolton Place 2108 BOLTON DRIVE ASSOCIATES, LP 2108 Bolton Drive, Atlanta GA 30318 8.46025%
Apartments NW 4,480,000
- -----------------------------------------------------------------------------------------------------------------------------
40 Valley Oaks VALLEY OAKS ASSOCIATES, L.P. 2394 Johnson Atlanta GA 30345 8.14225%
4,300,000
- -----------------------------------------------------------------------------------------------------------------------------
41 Northwest Plaza NORTHWEST PLAZA ASSOCIATES, LP 5600 Wabash Avenue Baltimore MD 21215 8.01125%
4,300,000
- -----------------------------------------------------------------------------------------------------------------------------
42 Mountain Village DERMOT MOUNTAIN VILLAGE, LLC 12863 South Chino CA 91710 8.01725%
Mountain Avenue 4,237,500
- -----------------------------------------------------------------------------------------------------------------------------
43 Pavillion PAVILION ATLANTAPARTNERS 3379 Flat Shoals Atlanta GA 30034 8.14225%
Apartments Road 4,200,000
- -----------------------------------------------------------------------------------------------------------------------------
44 Tampa Festival TAMPA FESTIVAL CENTRE,L.P. 2525 W. Tampa FL 33614 8.64725%
Centre Hillsborough Avenue 4,075,000
- -----------------------------------------------------------------------------------------------------------------------------
45 Greystone Loft & CORNERSTONE LOFTS, INC. 303 Market / 302 San Diego CA 92101 8.51725%
Cornerstone Block Island Streets 4,000,000
- -----------------------------------------------------------------------------------------------------------------------------
46 400 East Fordham 400 EAST FORDHAM ASSOCIATES 400 East Fordham Bronx NY 10458 8.25125%
Road Road 4,000,000
- -----------------------------------------------------------------------------------------------------------------------------
47 Colony Apartments THE COLONY APARTMENTS PARTNERS 14450 El Evado Road Victorville CA 92392 8.13225%
3,800,000
- -----------------------------------------------------------------------------------------------------------------------------
48 Cedar Creek Club CEDAR CREEK APTS LLC 1030 South Chelton Colorado CO 80910 8.49225%
Apartments Road Springs 3,714,500
- -----------------------------------------------------------------------------------------------------------------------------
49 South Point SOUTH POINTE APARTMENTS LLC 3815 Lakehurst Colorado CO 80916 8.23225%
Apartments Drive Springs 3,698,300
- -----------------------------------------------------------------------------------------------------------------------------
50 Center on Plum PLUM CREEK, LLC 714-880 South Castle Rock CO 80104 8.01725%
Creek Briscoe Street 3,500,000
- -----------------------------------------------------------------------------------------------------------------------------
51 Leslie Towers LESLIE TOWERS, LP 25701 West Twelve Southfield MI 48034 9.32125%
Mile Road 3,434,604
- -----------------------------------------------------------------------------------------------------------------------------
52 Stanford Station STANFORD STATION PARTNERS, LP 1002 West 23rd St. Panama City FL 32405 8.62325%
Shopping Center 3,300,000
- -----------------------------------------------------------------------------------------------------------------------------
53 Ocean Plaza C.H. ASSOCIATES L.L.C. 700 Main Street N. Myrtle SC 29582 8.26725%
Beach 3,150,000
- -----------------------------------------------------------------------------------------------------------------------------
54 Park Wilshire PARK WILSHIRE APT., LLC. 2424 Wilshire Los Angeles CA 90042 8.64225%
Apartments Boulevard 3,100,000
- -----------------------------------------------------------------------------------------------------------------------------
55 Newburgh Commons NEWBURGH-AXINN LLC 1104 Union Avenue Newburgh NY 12550 8.89225%
3,100,000
- -----------------------------------------------------------------------------------------------------------------------------
56 Ridge Hudson RIDGE HUDSON LP 720-746 East Ridge Irondequoit NY 14621 10.90225%
Road 3,049,000
- -----------------------------------------------------------------------------------------------------------------------------
57 Sycamore Gardens SYCAMORE ASSOCIATES LLC 431 Blooming Grove New Windsor NY 12553 7.92225%
Turnpike 3,000,000
- -----------------------------------------------------------------------------------------------------------------------------
58 9 E. 16th St. URBAN PROPERTY EQUITIES 9 East 16th Street New York NY 10003 8.39225%
ASSOCIATES LLC 2,925,000
- -----------------------------------------------------------------------------------------------------------------------------
59 Chestnut Square CHESTNUT SQUARE APARTMENTS, LLC 33 West Chestnut City of NJ 8360 8.32125%
Apartments Avenue Vineland 2,900,000
- -----------------------------------------------------------------------------------------------------------------------------
60 James Street JAMES ASSOCIATES, L.P. 4790 James Street PhiladelphiaPA 19137 8.24125%
Shopping Center 2,900,000
- -----------------------------------------------------------------------------------------------------------------------------
61 Byrd Plaza GARMAC COMPANY INC 810 Dixon Boulevard Cocoa FL 32922 9.39225%
2,850,000
- -----------------------------------------------------------------------------------------------------------------------------
62 Lake North LAKE NORTH APARTMENTS, LTD. 9430 Lake North Dallas TX 75220 7.76425%
Apartments Circle 2,500,000
- -----------------------------------------------------------------------------------------------------------------------------
63 Driftwood Village TEXAS PROPERTIES, INC Gus Thomas Rd & Mesquite TX 75150 8.64225%
Shopping Ctr. Town East Blvd 2,410,000
- -----------------------------------------------------------------------------------------------------------------------------
64 148-50 E. 74th St. 150 EAST 74TH STREET CO., LLC 148-50 East 74th New York NY 10022 8.76725%
Street 2,350,000
- -----------------------------------------------------------------------------------------------------------------------------
65 Aden Crest TDF MANAGEMENT SYSTEMS, LTD. 2200 Aden Road Fort Worth TX 76116 8.20225%
Apartments 2,363,900
- -----------------------------------------------------------------------------------------------------------------------------
66 North Hills NORTH HILLS GENERAL PARTNERSHIP 401 Marintown Road North SC 29841 9.19225%
Shopping Center Augusta 2,190,000
- -----------------------------------------------------------------------------------------------------------------------------
67 Mesa Plaza MESA PLAZA, LTD. 800-8030 Mesa Drive Austin TX 78731 8.39225%
Shopping Center 2,175,000
- -----------------------------------------------------------------------------------------------------------------------------
68 Caroline Realty CAROLINE REALTY 94-102 Park Street New Canaan CT 6840 7.89225%
(CVS) 2,100,000
- -----------------------------------------------------------------------------------------------------------------------------
69 Woodland Terrace WOODLAND TERRACE TRUST #60662, 10640 Brooks Lane Chicago IL 60415 7.51725%
6741 SHERI Ridge 2,040,000
- -----------------------------------------------------------------------------------------------------------------------------
70 Timbers Apartments THE TIMBERS APARTMENTS, LLC 2812-2830 Airport Colorado CO 80910 8.43225%
Road Springs 1,867,500
- -----------------------------------------------------------------------------------------------------------------------------
71 Fairfax Associates PROSPERITY ASSOCIATES, LP 2930-2942 Fairfax VA 22031 9.05125%
Prosperity Avenue 1,850,000
- -----------------------------------------------------------------------------------------------------------------------------
72 751 St. Marks 751 ST MARKS LTD LIABILITY 751 St. Marks Brooklyn NY 11210 9.69225%
COMPANY Avenue 1,840,000
- -----------------------------------------------------------------------------------------------------------------------------
73 Village Shopping ARNOBO ASSOCIATES PARTNERSHIP 1207 W. Spring Monroe GA 30655 9.19225%
Center Street 1,765,000
- -----------------------------------------------------------------------------------------------------------------------------
74 Claremont CLAREMONT ASSOCIATES, LP 4536-4598 Alexandria VA 22304 9.15125%
Associates Eisenhower Avenue 1,750,000
- -----------------------------------------------------------------------------------------------------------------------------
75 New Horizon NEW HORIZON APARTMENTS LLC 4975 El Camino Colorado CO 80918 8.21225%
Apartments Drive Springs 1,688,100
- -----------------------------------------------------------------------------------------------------------------------------
76 Camelot CAMELOT / BRITTANY LIMITED 2001 Slayden Brownwood TX 76801 7.89225%
PARTNERSHIP 1,600,000
- -----------------------------------------------------------------------------------------------------------------------------
77 Brentwood BRENTWOOD PARK LP 630-640 E. George Bensenville IL 60148 7.64225%
Street 1,550,000
- -----------------------------------------------------------------------------------------------------------------------------
78 Town & Country TOWN AND COUNTRY PROPERTIES, L.P. 3306 South Pacific Medford OR 97501 9.16125%
Estates Highway 1,528,000
- -----------------------------------------------------------------------------------------------------------------------------
79 Freestanding CVS 63-57 FRESH POND ASSOCIATES LLC 63-57 Fresh Pond Ridgewood NY 11385 8.14225%
Road 1,510,000
- -----------------------------------------------------------------------------------------------------------------------------
80 Grayslake GRAYSLAKE APARTMENTS LIMITED 325-365 Neville Grayslake IL 60030 7.51725%
PARTNERSHIP Drive 1,400,000
- -----------------------------------------------------------------------------------------------------------------------------
81 Carol Stream CAROL STREAM LIMITED PARTNERSHIP 550 & 560 Carol IL 60188 7.51725%
Gunderson Drive Stream 1,400,000
- -----------------------------------------------------------------------------------------------------------------------------
82 Gunderson GUNDERSON DRIVE LIMITED 580 & 590 East Carol IL 60188 7.51725%
Apartments PARTNERSHIP Gunderson Drive Stream 1,400,000
- -----------------------------------------------------------------------------------------------------------------------------
83 Landmark Office FRED E STILLMAN,SYLVIA S. 125 Greenwich Greenwich CT 6839 9.14225%
Building HALPERN, RAYMO Avenue 1,300,000
- -----------------------------------------------------------------------------------------------------------------------------
84 Castle Loma CASTLE LOMA VENTURES, INC. 2457 West U.S. -- Mesquite TX 75150 10.19125%
Apartments 80 1,150,000
- -----------------------------------------------------------------------------------------------------------------------------
85 Friendly Silverman FRIENDLY SILVERMAN HOLDING CORP. Multiple Multiple Mul- Mul- l10.68225%
tiple tiple 1,100,000
- -----------------------------------------------------------------------------------------------------------------------------
86 William B. Travis WILLIAM B. TRAVIS, LLC 4818 Avenue R -- Galveston TX 77551 9.17225%
Apartments 1/2 941,200
- -----------------------------------------------------------------------------------------------------------------------------
87 Woodland Apartments WOODLANDS LIMITED PARTNERSHIP 1217 Kings Court West IL 60185 7.64225%
Chicago 360,000
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan # Deal Name Borrower Address City State Zip Cut-off Initial
Code Balance Term
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Glenborough GLENBOROUGH FUND I, L.P. Multiple Multiple Mul- Mul- 120
Portfolio tiple tiple $19,862,588.33
- -----------------------------------------------------------------------------------------------------------------------------
2 Franklin Town Franklin Field Plaza Limited 3391 State Highway Franklin NJ 8823 120
Center Partnership 27 13,153,979.13
- -----------------------------------------------------------------------------------------------------------------------------
3 Burnside Plaza LAWRENCE OAKS LIMITED PARTNERSHIP 601 Burnside Avenue Inwood NY 11696 120
Shopping Ctr. 13,063,582.10
- -----------------------------------------------------------------------------------------------------------------------------
4 Oak View Apartments OAK VIEW APARTMENTS LIMITED 201 West Oakley Westmont IL 60559 120
PARTNERSHIP Drive North 12,954,676.41
- -----------------------------------------------------------------------------------------------------------------------------
5 2500 Inverrary 2500 INVERRARY TRUST 2580 NW 56th Avenue Lauderhill FL 33313 120
Club Apartments 11,743,437.35
- -----------------------------------------------------------------------------------------------------------------------------
6 Coconut Creek Plaza COCONUT PLAZA ASSOCIATES, LP 6570 Lyons Road Coconut FL 33073 120
Creek 11,421,948.84
- -----------------------------------------------------------------------------------------------------------------------------
7 Plaza 200 Shopping PLAZA 200 LAND CORP. / PLAZA 200 NWC Glen Cove Road Carle Place NY 11514 120
Center LEASING CORP. and Voice Road 10,712,782.07
- -----------------------------------------------------------------------------------------------------------------------------
8 The Centre of SHEFFIELD ENTERPRISES, LTD. North Ridge Road & Sheffield OH 44055 120
Sheffield Lake Avenue 10,696,753.53
- -----------------------------------------------------------------------------------------------------------------------------
9 Nagel Portfolio METROPOLITAN SELF-STORAGE, L.P. Multiple Multiple Mul- Mul- 180
- INDIANAPOLIS tiple tiple 10,682,757.52
- -----------------------------------------------------------------------------------------------------------------------------
10 184 Thompson Street NACA DEVELOPMENT, L.P. 184 Thompson Street New York NY 10012 120
10,492,194.46
- -----------------------------------------------------------------------------------------------------------------------------
11 Boardwalk at Park DASH ASSOCIATES, LLC 205 Carnegie Row Norwood MA 2062 120
Place 10,477,904.23
- -----------------------------------------------------------------------------------------------------------------------------
12 Belz Apartment UNION APARTMENTS, L.P. Multiple Multiple Mul- Mul- 180
Portfolio tiple tiple 9,682,045.66
- -----------------------------------------------------------------------------------------------------------------------------
13 Tri-City Portfolio RRF V TRI CITY, L.P. Multiple Multiple Mul- Mul- 120
II tiple tiple 9,591,978.01
- -----------------------------------------------------------------------------------------------------------------------------
14 Centennial Village ASHWOOD ASSOCIATES 120 East Street Warminster PA 18974 120
Road 9,441,460.31
- -----------------------------------------------------------------------------------------------------------------------------
15 Tops TOPS APPLIANCE REALTY, INC. 50-01 Northern Long NY 11101 120
Blvd. Island City 9,102,400.70
- -----------------------------------------------------------------------------------------------------------------------------
16 Dorchester at DORCHESTER ASSOCIATES L.L.C. 665 S. Skinker St. Louis MO 63105 120
Forest Park Boulevard 9,094,627.38
- -----------------------------------------------------------------------------------------------------------------------------
17 Pine Creek PINE CREEK VILLAGE APARTMENTS, 720 Chapman Drive Colorado CO 80916 84
Apartments LLC Springs 8,905,672.76
- -----------------------------------------------------------------------------------------------------------------------------
18 North Hills Mall NORTH HILLS MALL ASSOCIATES 7624 Grapevine North TX 76180 60
Highway Richland 7,941,039.70
Hills
- -----------------------------------------------------------------------------------------------------------------------------
19 Cranbury Crossing SOVEREIGN GROUP 1985-22, LIMITED One Cranbury East NJ 8816 120
PARTNERSHIP Crossing Brunswick 7,528,477.79
- -----------------------------------------------------------------------------------------------------------------------------
20 City Warehouse CITY WAREHOUSE CORP. 5200 East Grand Dallas TX 75223 120
Building Avenue 7,150,862.47
- -----------------------------------------------------------------------------------------------------------------------------
21 440 Plaza Shopping TEXVESTCO LTD 440 Place Road Killeen TX 76541 84
Center 6,980,071.48
- -----------------------------------------------------------------------------------------------------------------------------
22 Deer Valley Center DEER VALLEY CENTER, LTD. 4123-4273 Phoenix AZ 85023 120
Thunderbird Road 6,938,204.00
- -----------------------------------------------------------------------------------------------------------------------------
23 Circle Road Plaza CIRCLE ROAD GROUP, LLC 100 Frontage Road Cicero NY 13039 120
6,892,031.40
- -----------------------------------------------------------------------------------------------------------------------------
24 Heather Croft HEATHER CROFT ASSOCIATES, L.P. 6825 Tilton Road Northfield NJ 8825 120
6,846,049.86
- -----------------------------------------------------------------------------------------------------------------------------
25 Beaux Arts 80 WEST 40TH STREET L.L.C. 80 W. 40th Street New York NY 10018 120
6,512,020.43
- -----------------------------------------------------------------------------------------------------------------------------
26 Tri-City Portfolio RRF IV TRI CITY, L.P. Multiple Multiple Mul- Mul- 120
- I tiple tiple 6,487,856.90
- -----------------------------------------------------------------------------------------------------------------------------
27 Northpointe Center NORTHPOINTE CENTRE OFFICE 12005 Ford Road Dallas TX 75234 60
BUILDING CORP 6,261,955.78
- -----------------------------------------------------------------------------------------------------------------------------
28 Village Square TO BE FORMED ENTITY 3901 North Kings Myrtle SC 29577 120
Shopping Center Highway Beach 6,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------
29 Hillwood Plaza HILLWOOD PLAZA ASSOCIATES 6600 Charlotte Pike Nashville TN 37209 120
5,788,235.00
- -----------------------------------------------------------------------------------------------------------------------------
30 Meadows Park A&E PARTNERS, L.P. I Security Blvd. & Woodlawn MD 21207 120
Shopping Center Woodlawn Dr. 5,787,449.38
- -----------------------------------------------------------------------------------------------------------------------------
31 Riverwood ROCHELLE PLAZA LP/ROLLING 851 Lorlyn Drive West IL 60185 120
MEADOWS LP/EAGLE ROCH LP Chicago 5,302,648.29
- -----------------------------------------------------------------------------------------------------------------------------
32 Torrington Parkade TP ASSOCIATES LP 450 Winsted Road Torrington CT 6790 120
5,290,785.27
- -----------------------------------------------------------------------------------------------------------------------------
33 Franklin FIRST/THIRD FRANKLIN, L.P. Multiple Multiple Mul- Mul- 120
Industrial Park tiple tiple 5,201,102.58
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
34 Baywood Apartments FSA II BAYWOOD ASSOCIATES 2501 Hurley Way Sacramento CA 95815 120
5,076,167.51
- -----------------------------------------------------------------------------------------------------------------------------
35 1723-29 Walnut St. NDP ASSOCIATES 1723-1729 Walnut PhiladelphiaPA 19103 120
Street 5,047,381.97
- -----------------------------------------------------------------------------------------------------------------------------
36 Mead and Elwood SJ ASSOCIATES, L.P. Multiple Multiple Mul- Mul- 120
Distribution tiple tiple 4,768,067.99
Centers
- -----------------------------------------------------------------------------------------------------------------------------
37 Shannon Glen SHANNON GLEN APARTMENTS, LLC 240 North Murray Colorado CO 80916 84
Apartments Boulevard Springs 4,559,536.84
- -----------------------------------------------------------------------------------------------------------------------------
38 Miami Gardens/441 441 PLAZA, GP 180 NW 183rd Street Miami FL 33169 120
Plaza 4,470,615.23
- -----------------------------------------------------------------------------------------------------------------------------
39 Bolton Place 2108 BOLTON DRIVE ASSOCIATES, LP 2108 Bolton Drive, Atlanta GA 30318 120
Apartments NW 4,468,364.19
- -----------------------------------------------------------------------------------------------------------------------------
40 Valley Oaks VALLEY OAKS ASSOCIATES, L.P. 2394 Johnson Atlanta GA 30345 120
4,288,918.52
- -----------------------------------------------------------------------------------------------------------------------------
41 Northwest Plaza NORTHWEST PLAZA ASSOCIATES, LP 5600 Wabash Avenue Baltimore MD 21215 120
4,273,245.36
- -----------------------------------------------------------------------------------------------------------------------------
42 Mountain Village DERMOT MOUNTAIN VILLAGE, LLC 12863 South Chino CA 91710 120
Mountain Avenue 4,220,584.45
- -----------------------------------------------------------------------------------------------------------------------------
43 Pavillion PAVILION ATLANTAPARTNERS 3379 Flat Shoals Atlanta GA 30034 120
Apartments Road 4,189,176.23
- -----------------------------------------------------------------------------------------------------------------------------
44 Tampa Festival TAMPA FESTIVAL CENTRE,L.P. 2525 W. Tampa FL 33614 120
Centre Hillsborough Avenue 4,053,607.56
- -----------------------------------------------------------------------------------------------------------------------------
45 Greystone Loft & CORNERSTONE LOFTS, INC. 303 Market / 302 San Diego CA 92101 120
Cornerstone Block Island Streets 3,978,124.27
- -----------------------------------------------------------------------------------------------------------------------------
46 400 East Fordham 400 EAST FORDHAM ASSOCIATES 400 East Fordham Bronx NY 10458 120
Road Road 3,976,059.30
- -----------------------------------------------------------------------------------------------------------------------------
47 Colony Apartments THE COLONY APARTMENTS PARTNERS 14450 El Evado Road Victorville CA 92392 120
3,780,101.99
- -----------------------------------------------------------------------------------------------------------------------------
48 Cedar Creek Club CEDAR CREEK APTS LLC 1030 South Chelton Colorado CO 80910 84
Apartments Road Springs 3,677,933.08
- -----------------------------------------------------------------------------------------------------------------------------
49 South Point SOUTH POINTE APARTMENTS LLC 3815 Lakehurst Colorado CO 80916 84
Apartments Drive Springs 3,664,255.00
- -----------------------------------------------------------------------------------------------------------------------------
50 Center on Plum PLUM CREEK, LLC 714-880 South Castle Rock CO 80104 132
Creek Briscoe Street 3,486,028.46
- -----------------------------------------------------------------------------------------------------------------------------
51 Leslie Towers LESLIE TOWERS, LP 25701 West Twelve Southfield MI 48034 120
Mile Road 3,428,946.89
- -----------------------------------------------------------------------------------------------------------------------------
52 Stanford Station STANFORD STATION PARTNERS, LP 1002 West 23rd St. Panama City FL 32405 120
Shopping Center 3,296,958.08
- -----------------------------------------------------------------------------------------------------------------------------
53 Ocean Plaza C.H. ASSOCIATES L.L.C. 700 Main Street N. Myrtle SC 29582 120
Beach 3,134,961.45
- -----------------------------------------------------------------------------------------------------------------------------
54 Park Wilshire PARK WILSHIRE APT., LLC. 2424 Wilshire Los Angeles CA 90042 120
Apartments Boulevard 3,091,289.94
- -----------------------------------------------------------------------------------------------------------------------------
55 Newburgh Commons NEWBURGH-AXINN LLC 1104 Union Avenue Newburgh NY 12550 84
3,084,295.01
- -----------------------------------------------------------------------------------------------------------------------------
56 Ridge Hudson RIDGE HUDSON LP 720-746 East Ridge Irondequoit NY 14621 84
Road 3,009,115.51
- -----------------------------------------------------------------------------------------------------------------------------
57 Sycamore Gardens SYCAMORE ASSOCIATES LLC 431 Blooming Grove New Windsor NY 12553 120
Turnpike 2,977,579.95
- -----------------------------------------------------------------------------------------------------------------------------
58 9 E. 16th St. URBAN PROPERTY EQUITIES 9 East 16th Street New York NY 10003 120
ASSOCIATES LLC 2,908,592.88
- -----------------------------------------------------------------------------------------------------------------------------
59 Chestnut Square CHESTNUT SQUARE APARTMENTS, LLC 33 West Chestnut City of NJ 8360 120
Apartments Avenue Vineland 2,891,510.39
- -----------------------------------------------------------------------------------------------------------------------------
60 James Street JAMES ASSOCIATES, L.P. 4790 James Street PhiladelphiaPA 19137 120
Shopping Center 2,882,614.82
- -----------------------------------------------------------------------------------------------------------------------------
61 Byrd Plaza GARMAC COMPANY INC 810 Dixon Boulevard Cocoa FL 32922 120
2,768,268.07
- -----------------------------------------------------------------------------------------------------------------------------
62 Lake North LAKE NORTH APARTMENTS, LTD. 9430 Lake North Dallas TX 75220 120
Apartments Circle 2,489,281.42
- -----------------------------------------------------------------------------------------------------------------------------
63 Driftwood Village TEXAS PROPERTIES, INC Gus Thomas Rd & Mesquite TX 75150 120
Shopping Ctr. Town East Blvd 2,404,392.79
- -----------------------------------------------------------------------------------------------------------------------------
64 148-50 E. 74th St. 150 EAST 74TH STREET CO., LLC 148-50 East 74th New York NY 10022 120
Street 2,347,355.36
- -----------------------------------------------------------------------------------------------------------------------------
65 Aden Crest TDF MANAGEMENT SYSTEMS, LTD. 2200 Aden Road Fort Worth TX 76116 120
Apartments 2,334,438.15
- -----------------------------------------------------------------------------------------------------------------------------
66 North Hills NORTH HILLS GENERAL PARTNERSHIP 401 Marintown Road North SC 29841 120
Shopping Center Augusta 2,186,269.85
- -----------------------------------------------------------------------------------------------------------------------------
67 Mesa Plaza MESA PLAZA, LTD. 800-8030 Mesa Drive Austin TX 78731 120
Shopping Center 2,171,019.08
- -----------------------------------------------------------------------------------------------------------------------------
68 Caroline Realty CAROLINE REALTY 94-102 Park Street New Canaan CT 6840 120
(CVS) 2,086,528.37
- -----------------------------------------------------------------------------------------------------------------------------
69 Woodland Terrace WOODLAND TERRACE TRUST #60662, 10640 Brooks Lane Chicago IL 60415 120
6741 SHERI Ridge 2,034,037.50
- -----------------------------------------------------------------------------------------------------------------------------
70 Timbers Apartments THE TIMBERS APARTMENTS, LLC 2812-2830 Airport Colorado CO 80910 84
Road Springs 1,848,937.11
- -----------------------------------------------------------------------------------------------------------------------------
71 Fairfax Associates PROSPERITY ASSOCIATES, LP 2930-2942 Fairfax VA 22031 120
Prosperity Avenue 1,848,412.04
- -----------------------------------------------------------------------------------------------------------------------------
72 751 St. Marks 751 ST MARKS LTD LIABILITY 751 St. Marks Brooklyn NY 11210 240
COMPANY Avenue 1,791,994.49
- -----------------------------------------------------------------------------------------------------------------------------
73 Village Shopping ARNOBO ASSOCIATES PARTNERSHIP 1207 W. Spring Monroe GA 30655 120
Center Street 1,749,493.57
- -----------------------------------------------------------------------------------------------------------------------------
74 Claremont CLAREMONT ASSOCIATES, LP 4536-4598 Alexandria VA 22304 120
Associates Eisenhower Avenue 1,748,522.85
- -----------------------------------------------------------------------------------------------------------------------------
75 New Horizon NEW HORIZON APARTMENTS LLC 4975 El Camino Colorado CO 80918 84
Apartments Drive Springs 1,672,510.09
- -----------------------------------------------------------------------------------------------------------------------------
76 Camelot CAMELOT / BRITTANY LIMITED 2001 Slayden Brownwood TX 76801 84
PARTNERSHIP 1,589,735.90
- -----------------------------------------------------------------------------------------------------------------------------
77 Brentwood BRENTWOOD PARK LP 630-640 E. George Bensenville IL 60148 120
Street 1,543,329.27
- -----------------------------------------------------------------------------------------------------------------------------
78 Town & Country TOWN AND COUNTRY PROPERTIES, L.P. 3306 South Pacific Medford OR 97501 300
Estates Highway 1,491,053.06
- -----------------------------------------------------------------------------------------------------------------------------
79 Freestanding CVS 63-57 FRESH POND ASSOCIATES LLC 63-57 Fresh Pond Ridgewood NY 11385 180
Road 1,465,976.43
- -----------------------------------------------------------------------------------------------------------------------------
80 Grayslake GRAYSLAKE APARTMENTS LIMITED 325-365 Neville Grayslake IL 60030 120
PARTNERSHIP Drive 1,394,868.81
- -----------------------------------------------------------------------------------------------------------------------------
81 Carol Stream CAROL STREAM LIMITED PARTNERSHIP 550 & 560 Carol IL 60188 120
Gunderson Drive Stream 1,393,822.92
- -----------------------------------------------------------------------------------------------------------------------------
82 Gunderson GUNDERSON DRIVE LIMITED 580 & 590 East Carol IL 60188 120
Apartments PARTNERSHIP Gunderson Drive Stream 1,393,822.92
- -----------------------------------------------------------------------------------------------------------------------------
83 Landmark Office FRED E STILLMAN,SYLVIA S. 125 Greenwich Greenwich CT 6839 120
Building HALPERN, RAYMO Avenue 1,296,637.82
- -----------------------------------------------------------------------------------------------------------------------------
84 Castle Loma CASTLE LOMA VENTURES, INC. 2457 West U.S. -- Mesquite TX 75150 120
Apartments 80 1,136,104.13
- -----------------------------------------------------------------------------------------------------------------------------
85 Friendly Silverman FRIENDLY SILVERMAN HOLDING CORP. Multiple Multiple Mul- Mul- 180
tiple tiple 1,010,838.07
- -----------------------------------------------------------------------------------------------------------------------------
86 William B. Travis WILLIAM B. TRAVIS, LLC 4818 Avenue R -- Galveston TX 77551 84
Apartments 1/2 929,402.36
- -----------------------------------------------------------------------------------------------------------------------------
87 Woodland Apartments WOODLANDS LIMITED PARTNERSHIP 1217 Kings Court West IL 60185 120
Chicago 358,713.06
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan # Deal Name Borrower Address City State Zip Stated Initial
Code Remaining Amort.
Term
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Glenborough GLENBOROUGH FUND I, L.P. Multiple Multiple Mul- Mul- 114 300
Portfolio tiple tiple
- ---------------------------------------------------------------------------------------------------------------------------
2 Franklin Town Franklin Field Plaza Limited 3391 State Highway Franklin NJ 8823 115 360
Center Partnership 27
- ---------------------------------------------------------------------------------------------------------------------------
3 Burnside Plaza LAWRENCE OAKS LIMITED PARTNERSHIP 601 Burnside Avenue Inwood NY 11696 116 360
Shopping Ctr.
- ---------------------------------------------------------------------------------------------------------------------------
4 Oak View Apartments OAK VIEW APARTMENTS LIMITED 201 West Oakley Westmont IL 60559 115 360
PARTNERSHIP Drive North
- ---------------------------------------------------------------------------------------------------------------------------
5 2500 Inverrary 2500 INVERRARY TRUST 2580 NW 56th Avenue Lauderhill FL 33313 119 360
Club Apartments
- ---------------------------------------------------------------------------------------------------------------------------
6 Coconut Creek Plaza COCONUT PLAZA ASSOCIATES, LP 6570 Lyons Road Coconut FL 33073 113 300
Creek
- ---------------------------------------------------------------------------------------------------------------------------
7 Plaza 200 Shopping PLAZA 200 LAND CORP. / PLAZA 200 NWC Glen Cove Road Carle Place NY 11514 112 300
Center LEASING CORP. and Voice Road
- ---------------------------------------------------------------------------------------------------------------------------
8 The Centre of SHEFFIELD ENTERPRISES, LTD. North Ridge Road & Sheffield OH 44055 115 300
Sheffield Lake Avenue
- ---------------------------------------------------------------------------------------------------------------------------
9 Nagel Portfolio METROPOLITAN SELF-STORAGE, L.P. Multiple Multiple Mul- Mul- 178 300
- INDIANAPOLIS tiple tiple
- ---------------------------------------------------------------------------------------------------------------------------
10 184 Thompson Street NACA DEVELOPMENT, L.P. 184 Thompson Street New York NY 10012 119 324
- ---------------------------------------------------------------------------------------------------------------------------
11 Boardwalk at Park DASH ASSOCIATES, LLC 205 Carnegie Row Norwood MA 2062 117 330
Place
- ---------------------------------------------------------------------------------------------------------------------------
12 Belz Apartment UNION APARTMENTS, L.P. Multiple Multiple Mul- Mul- 178 300
Portfolio tiple tiple
- ---------------------------------------------------------------------------------------------------------------------------
13 Tri-City Portfolio RRF V TRI CITY, L.P. Multiple Multiple Mul- Mul- 119 300
II tiple tiple
- ---------------------------------------------------------------------------------------------------------------------------
14 Centennial Village ASHWOOD ASSOCIATES 120 East Street Warminster PA 18974 114 300
Road
- ---------------------------------------------------------------------------------------------------------------------------
15 Tops TOPS APPLIANCE REALTY, INC. 50-01 Northern Long NY 11101 109 300
Blvd. Island City
- ---------------------------------------------------------------------------------------------------------------------------
16 Dorchester at DORCHESTER ASSOCIATES L.L.C. 665 S. Skinker St. Louis MO 63105 119 360
Forest Park Boulevard
- ---------------------------------------------------------------------------------------------------------------------------
17 Pine Creek PINE CREEK VILLAGE APARTMENTS, 720 Chapman Drive Colorado CO 80916 74 300
Apartments LLC Springs
- ---------------------------------------------------------------------------------------------------------------------------
18 North Hills Mall NORTH HILLS MALL ASSOCIATES 7624 Grapevine North TX 76180 54 300
Highway Richland
Hills
- ---------------------------------------------------------------------------------------------------------------------------
19 Cranbury Crossing SOVEREIGN GROUP 1985-22, LIMITED One Cranbury East NJ 8816 116 360
PARTNERSHIP Crossing Brunswick
- ---------------------------------------------------------------------------------------------------------------------------
20 City Warehouse CITY WAREHOUSE CORP. 5200 East Grand Dallas TX 75223 113 300
Building Avenue
- ---------------------------------------------------------------------------------------------------------------------------
21 440 Plaza Shopping TEXVESTCO LTD 440 Place Road Killeen TX 76541 81 300
Center
- ---------------------------------------------------------------------------------------------------------------------------
22 Deer Valley Center DEER VALLEY CENTER, LTD. 4123-4273 Phoenix AZ 85023 111 300
Thunderbird Road
- ---------------------------------------------------------------------------------------------------------------------------
23 Circle Road Plaza CIRCLE ROAD GROUP, LLC 100 Frontage Road Cicero NY 13039 118 360
- ---------------------------------------------------------------------------------------------------------------------------
24 Heather Croft HEATHER CROFT ASSOCIATES, L.P. 6825 Tilton Road Northfield NJ 8825 112 300
- ---------------------------------------------------------------------------------------------------------------------------
25 Beaux Arts 80 WEST 40TH STREET L.L.C. 80 W. 40th Street New York NY 10018 114 300
- ---------------------------------------------------------------------------------------------------------------------------
26 Tri-City Portfolio RRF IV TRI CITY, L.P. Multiple Multiple Mul- Mul- 118 300
- I tiple tiple
- ---------------------------------------------------------------------------------------------------------------------------
27 Northpointe Center NORTHPOINTE CENTRE OFFICE 12005 Ford Road Dallas TX 75234 54 300
BUILDING CORP
- ---------------------------------------------------------------------------------------------------------------------------
28 Village Square TO BE FORMED ENTITY 3901 North Kings Myrtle SC 29577 120 360
Shopping Center Highway Beach
- ---------------------------------------------------------------------------------------------------------------------------
29 Hillwood Plaza HILLWOOD PLAZA ASSOCIATES 6600 Charlotte Pike Nashville TN 37209 112 360
- ---------------------------------------------------------------------------------------------------------------------------
30 Meadows Park A&E PARTNERS, L.P. I Security Blvd. & Woodlawn MD 21207 117 330
Shopping Center Woodlawn Dr.
- ---------------------------------------------------------------------------------------------------------------------------
31 Riverwood ROCHELLE PLAZA LP/ROLLING 851 Lorlyn Drive West IL 60185 114 360
MEADOWS LP/EAGLE ROCH LP Chicago
- ---------------------------------------------------------------------------------------------------------------------------
32 Torrington Parkade TP ASSOCIATES LP 450 Winsted Road Torrington CT 6790 117 360
- ---------------------------------------------------------------------------------------------------------------------------
33 Franklin FIRST/THIRD FRANKLIN, L.P. Multiple Multiple Mul- Mul- 117 300
Industrial Park tiple tiple
Portfolio
- ---------------------------------------------------------------------------------------------------------------------------
34 Baywood Apartments FSA II BAYWOOD ASSOCIATES 2501 Hurley Way Sacramento CA 95815 113 360
- ---------------------------------------------------------------------------------------------------------------------------
35 1723-29 Walnut St. NDP ASSOCIATES 1723-1729 Walnut PhiladelphiaPA 19103 119 360
Street
- ---------------------------------------------------------------------------------------------------------------------------
36 Mead and Elwood SJ ASSOCIATES, L.P. Multiple Multiple Mul- Mul- 113 300
Distribution tiple tiple
Centers
- ---------------------------------------------------------------------------------------------------------------------------
37 Shannon Glen SHANNON GLEN APARTMENTS, LLC 240 North Murray Colorado CO 80916 75 300
Apartments Boulevard Springs
- ---------------------------------------------------------------------------------------------------------------------------
38 Miami Gardens/441 441 PLAZA, GP 180 NW 183rd Street Miami FL 33169 116 240
Plaza
- ---------------------------------------------------------------------------------------------------------------------------
39 Bolton Place 2108 BOLTON DRIVE ASSOCIATES, LP 2108 Bolton Drive, Atlanta GA 30318 117 312
Apartments NW
- ---------------------------------------------------------------------------------------------------------------------------
40 Valley Oaks VALLEY OAKS ASSOCIATES, L.P. 2394 Johnson Atlanta GA 30345 116 360
- ---------------------------------------------------------------------------------------------------------------------------
41 Northwest Plaza NORTHWEST PLAZA ASSOCIATES, LP 5600 Wabash Avenue Baltimore MD 21215 114 300
- ---------------------------------------------------------------------------------------------------------------------------
42 Mountain Village DERMOT MOUNTAIN VILLAGE, LLC 12863 South Chino CA 91710 114 360
Mountain Avenue
- ---------------------------------------------------------------------------------------------------------------------------
43 Pavillion PAVILION ATLANTAPARTNERS 3379 Flat Shoals Atlanta GA 30034 116 360
Apartments Road
- ---------------------------------------------------------------------------------------------------------------------------
44 Tampa Festival TAMPA FESTIVAL CENTRE,L.P. 2525 W. Tampa FL 33614 111 360
Centre Hillsborough Avenue
- ---------------------------------------------------------------------------------------------------------------------------
45 Greystone Loft & CORNERSTONE LOFTS, INC. 303 Market / 302 San Diego CA 92101 111 360
Cornerstone Block Island Streets
- ---------------------------------------------------------------------------------------------------------------------------
46 400 East Fordham 400 EAST FORDHAM ASSOCIATES 400 East Fordham Bronx NY 10458 114 300
Road Road
- ---------------------------------------------------------------------------------------------------------------------------
47 Colony Apartments THE COLONY APARTMENTS PARTNERS 14450 El Evado Road Victorville CA 92392 112 360
- ---------------------------------------------------------------------------------------------------------------------------
48 Cedar Creek Club CEDAR CREEK APTS LLC 1030 South Chelton Colorado CO 80910 74 300
Apartments Road Springs
- ---------------------------------------------------------------------------------------------------------------------------
49 South Point SOUTH POINTE APARTMENTS LLC 3815 Lakehurst Colorado CO 80916 75 300
Apartments Drive Springs
- ---------------------------------------------------------------------------------------------------------------------------
50 Center on Plum PLUM CREEK, LLC 714-880 South Castle Rock CO 80104 126 360
Creek Briscoe Street
- ---------------------------------------------------------------------------------------------------------------------------
51 Leslie Towers LESLIE TOWERS, LP 25701 West Twelve Southfield MI 48034 118 300
Mile Road
- ---------------------------------------------------------------------------------------------------------------------------
52 Stanford Station STANFORD STATION PARTNERS, LP 1002 West 23rd St. Panama City FL 32405 119 300
Shopping Center
- ---------------------------------------------------------------------------------------------------------------------------
53 Ocean Plaza C.H. ASSOCIATES L.L.C. 700 Main Street N. Myrtle SC 29582 114 330
Beach
- ---------------------------------------------------------------------------------------------------------------------------
54 Park Wilshire PARK WILSHIRE APT., LLC. 2424 Wilshire Los Angeles CA 90042 117 300
Apartments Boulevard
- ---------------------------------------------------------------------------------------------------------------------------
55 Newburgh Commons NEWBURGH-AXINN LLC 1104 Union Avenue Newburgh NY 12550 75 360
- ---------------------------------------------------------------------------------------------------------------------------
56 Ridge Hudson RIDGE HUDSON LP 720-746 East Ridge Irondequoit NY 14621 65 300
Road
- ---------------------------------------------------------------------------------------------------------------------------
57 Sycamore Gardens SYCAMORE ASSOCIATES LLC 431 Blooming Grove New Windsor NY 12553 113 300
Turnpike
- ---------------------------------------------------------------------------------------------------------------------------
58 9 E. 16th St. URBAN PROPERTY EQUITIES 9 East 16th Street New York NY 10003 111 360
ASSOCIATES LLC
- ---------------------------------------------------------------------------------------------------------------------------
59 Chestnut Square CHESTNUT SQUARE APARTMENTS, LLC 33 West Chestnut City of NJ 8360 117 300
Apartments Avenue Vineland
- ---------------------------------------------------------------------------------------------------------------------------
60 James Street JAMES ASSOCIATES, L.P. 4790 James Street PhiladelphiaPA 19137 114 300
Shopping Center
- ---------------------------------------------------------------------------------------------------------------------------
61 Byrd Plaza GARMAC COMPANY INC 810 Dixon Boulevard Cocoa FL 32922 101 240
- ---------------------------------------------------------------------------------------------------------------------------
62 Lake North LAKE NORTH APARTMENTS, LTD. 9430 Lake North Dallas TX 75220 116 300
Apartments Circle
- ---------------------------------------------------------------------------------------------------------------------------
63 Driftwood Village TEXAS PROPERTIES, INC Gus Thomas Rd & Mesquite TX 75150 116 360
Shopping Ctr. Town East Blvd
- ---------------------------------------------------------------------------------------------------------------------------
64 148-50 E. 74th St. 150 EAST 74TH STREET CO., LLC 148-50 East 74th New York NY 10022 118 360
Street
- ---------------------------------------------------------------------------------------------------------------------------
65 Aden Crest TDF MANAGEMENT SYSTEMS, LTD. 2200 Aden Road Fort Worth TX 76116 108 300
Apartments
- ---------------------------------------------------------------------------------------------------------------------------
66 North Hills NORTH HILLS GENERAL PARTNERSHIP 401 Marintown Road North SC 29841 118 300
Shopping Center Augusta
- ---------------------------------------------------------------------------------------------------------------------------
67 Mesa Plaza MESA PLAZA, LTD. 800-8030 Mesa Drive Austin TX 78731 117 360
Shopping Center
- ---------------------------------------------------------------------------------------------------------------------------
68 Caroline Realty CAROLINE REALTY 94-102 Park Street New Canaan CT 6840 114 300
(CVS)
- ---------------------------------------------------------------------------------------------------------------------------
69 Woodland Terrace WOODLAND TERRACE TRUST #60662, 10640 Brooks Lane Chicago IL 60415 116 360
6741 SHERI Ridge
- ---------------------------------------------------------------------------------------------------------------------------
70 Timbers Apartments THE TIMBERS APARTMENTS, LLC 2812-2830 Airport Colorado CO 80910 74 300
Road Springs
- ---------------------------------------------------------------------------------------------------------------------------
71 Fairfax Associates PROSPERITY ASSOCIATES, LP 2930-2942 Fairfax VA 22031 119 300
Prosperity Avenue
- ---------------------------------------------------------------------------------------------------------------------------
72 751 St. Marks 751 ST MARKS LTD LIABILITY 751 St. Marks Brooklyn NY 11210 222 240
COMPANY Avenue
- ---------------------------------------------------------------------------------------------------------------------------
73 Village Shopping ARNOBO ASSOCIATES PARTNERSHIP 1207 W. Spring Monroe GA 30655 110 300
Center Street
- ---------------------------------------------------------------------------------------------------------------------------
74 Claremont CLAREMONT ASSOCIATES, LP 4536-4598 Alexandria VA 22304 119 300
Associates Eisenhower Avenue
- ---------------------------------------------------------------------------------------------------------------------------
75 New Horizon NEW HORIZON APARTMENTS LLC 4975 El Camino Colorado CO 80918 75 300
Apartments Drive Springs
- ---------------------------------------------------------------------------------------------------------------------------
76 Camelot CAMELOT / BRITTANY LIMITED 2001 Slayden Brownwood TX 76801 78 300
PARTNERSHIP
- ---------------------------------------------------------------------------------------------------------------------------
77 Brentwood BRENTWOOD PARK LP 630-640 E. George Bensenville IL 60148 114 360
Street
- ---------------------------------------------------------------------------------------------------------------------------
78 Town & Country TOWN AND COUNTRY PROPERTIES, L.P. 3306 South Pacific Medford OR 97501 274 300
Estates Highway
- ---------------------------------------------------------------------------------------------------------------------------
79 Freestanding CVS 63-57 FRESH POND ASSOCIATES LLC 63-57 Fresh Pond Ridgewood NY 11385 170 180
Road
- ---------------------------------------------------------------------------------------------------------------------------
80 Grayslake GRAYSLAKE APARTMENTS LIMITED 325-365 Neville Grayslake IL 60030 115 360
PARTNERSHIP Drive
- ---------------------------------------------------------------------------------------------------------------------------
81 Carol Stream CAROL STREAM LIMITED PARTNERSHIP 550 & 560 Carol IL 60188 114 360
Gunderson Drive Stream
- ---------------------------------------------------------------------------------------------------------------------------
82 Gunderson GUNDERSON DRIVE LIMITED 580 & 590 East Carol IL 60188 114 360
Apartments PARTNERSHIP Gunderson Drive Stream
- ---------------------------------------------------------------------------------------------------------------------------
83 Landmark Office FRED E STILLMAN,SYLVIA S. 125 Greenwich Greenwich CT 6839 117 300
Building HALPERN, RAYMO Avenue
- ---------------------------------------------------------------------------------------------------------------------------
84 Castle Loma CASTLE LOMA VENTURES, INC. 2457 West U.S. -- Mesquite TX 75150 104 300
Apartments 80
- ---------------------------------------------------------------------------------------------------------------------------
85 Friendly Silverman FRIENDLY SILVERMAN HOLDING CORP. Multiple Multiple Mul- Mul- 162 180
tiple tiple
- ---------------------------------------------------------------------------------------------------------------------------
86 William B. Travis WILLIAM B. TRAVIS, LLC 4818 Avenue R -- Galveston TX 77551 70 300
Apartments 1/2
- ---------------------------------------------------------------------------------------------------------------------------
87 Woodland Apartments WOODLANDS LIMITED PARTNERSHIP 1217 Kings Court West IL 60185 115 360
Chicago
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan # Deal Name Borrower Address City State Zip Stated Maturity
Code Remaining Date
Amort.
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Glenborough GLENBOROUGH FUND I, L.P. Multiple Multiple Mul- Mul- 294 1/1/06
Portfolio tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
2 Franklin Town Franklin Field Plaza Limited 3391 State Highway Franklin NJ 8823 355 2/1/06
Center Partnership 27
- ----------------------------------------------------------------------------------------------------------------------------
3 Burnside Plaza LAWRENCE OAKS LIMITED PARTNERSHIP 601 Burnside Avenue Inwood NY 11696 356 3/1/06
Shopping Ctr.
- ----------------------------------------------------------------------------------------------------------------------------
4 Oak View Apartments OAK VIEW APARTMENTS LIMITED 201 West Oakley Westmont IL 60559 355 2/1/06
PARTNERSHIP Drive North
- ----------------------------------------------------------------------------------------------------------------------------
5 2500 Inverrary 2500 INVERRARY TRUST 2580 NW 56th Avenue Lauderhill FL 33313 359 6/1/06
Club Apartments
- ----------------------------------------------------------------------------------------------------------------------------
6 Coconut Creek Plaza COCONUT PLAZA ASSOCIATES, LP 6570 Lyons Road Coconut FL 33073 293 12/1/05
Creek
- ----------------------------------------------------------------------------------------------------------------------------
7 Plaza 200 Shopping PLAZA 200 LAND CORP. / PLAZA 200 NWC Glen Cove Road Carle Place NY 11514 292 11/1/05
Center LEASING CORP. and Voice Road
- ----------------------------------------------------------------------------------------------------------------------------
8 The Centre of SHEFFIELD ENTERPRISES, LTD. North Ridge Road & Sheffield OH 44055 295 2/1/06
Sheffield Lake Avenue
- ----------------------------------------------------------------------------------------------------------------------------
9 Nagel Portfolio METROPOLITAN SELF-STORAGE, L.P. Multiple Multiple Mul- Mul- 298 5/1/11
- INDIANAPOLIS tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
10 184 Thompson Street NACA DEVELOPMENT, L.P. 184 Thompson Street New York NY 10012 323 6/1/06
- ----------------------------------------------------------------------------------------------------------------------------
11 Boardwalk at Park DASH ASSOCIATES, LLC 205 Carnegie Row Norwood MA 2062 327 4/1/06
Place
- ----------------------------------------------------------------------------------------------------------------------------
12 Belz Apartment UNION APARTMENTS, L.P. Multiple Multiple Mul- Mul- 298 5/1/11
Portfolio tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
13 Tri-City Portfolio RRF V TRI CITY, L.P. Multiple Multiple Mul- Mul- 299 6/1/06
II tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
14 Centennial Village ASHWOOD ASSOCIATES 120 East Street Warminster PA 18974 294 1/1/06
Road
- ----------------------------------------------------------------------------------------------------------------------------
15 Tops TOPS APPLIANCE REALTY, INC. 50-01 Northern Long NY 11101 289 8/1/05
Blvd. Island City
- ----------------------------------------------------------------------------------------------------------------------------
16 Dorchester at DORCHESTER ASSOCIATES L.L.C. 665 S. Skinker St. Louis MO 63105 359 6/1/06
Forest Park Boulevard
- ----------------------------------------------------------------------------------------------------------------------------
17 Pine Creek PINE CREEK VILLAGE APARTMENTS, 720 Chapman Drive Colorado CO 80916 290 9/1/02
Apartments LLC Springs
- ----------------------------------------------------------------------------------------------------------------------------
18 North Hills Mall NORTH HILLS MALL ASSOCIATES 7624 Grapevine North TX 76180 294 1/1/01
Highway Richland
Hills
- ----------------------------------------------------------------------------------------------------------------------------
19 Cranbury Crossing SOVEREIGN GROUP 1985-22, LIMITED One Cranbury East NJ 8816 356 3/1/06
PARTNERSHIP Crossing Brunswick
- ----------------------------------------------------------------------------------------------------------------------------
20 City Warehouse CITY WAREHOUSE CORP. 5200 East Grand Dallas TX 75223 293 12/1/05
Building Avenue
- ----------------------------------------------------------------------------------------------------------------------------
21 440 Plaza Shopping TEXVESTCO LTD 440 Place Road Killeen TX 76541 297 4/1/03
Center
- ----------------------------------------------------------------------------------------------------------------------------
22 Deer Valley Center DEER VALLEY CENTER, LTD. 4123-4273 Phoenix AZ 85023 291 10/1/05
Thunderbird Road
- ----------------------------------------------------------------------------------------------------------------------------
23 Circle Road Plaza CIRCLE ROAD GROUP, LLC 100 Frontage Road Cicero NY 13039 358 5/1/06
- ----------------------------------------------------------------------------------------------------------------------------
24 Heather Croft HEATHER CROFT ASSOCIATES, L.P. 6825 Tilton Road Northfield NJ 8825 292 11/1/05
- ----------------------------------------------------------------------------------------------------------------------------
25 Beaux Arts 80 WEST 40TH STREET L.L.C. 80 W. 40th Street New York NY 10018 294 1/1/06
- ----------------------------------------------------------------------------------------------------------------------------
26 Tri-City Portfolio RRF IV TRI CITY, L.P. Multiple Multiple Mul- Mul- 298 5/1/06
- I tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
27 Northpointe Center NORTHPOINTE CENTRE OFFICE 12005 Ford Road Dallas TX 75234 294 1/1/01
BUILDING CORP
- ----------------------------------------------------------------------------------------------------------------------------
28 Village Square TO BE FORMED ENTITY 3901 North Kings Myrtle SC 29577 360 7/1/06
Shopping Center Highway Beach
- ----------------------------------------------------------------------------------------------------------------------------
29 Hillwood Plaza HILLWOOD PLAZA ASSOCIATES 6600 Charlotte Pike Nashville TN 37209 352 11/1/05
- ----------------------------------------------------------------------------------------------------------------------------
30 Meadows Park A&E PARTNERS, L.P. I Security Blvd. & Woodlawn MD 21207 327 4/1/06
Shopping Center Woodlawn Dr.
- ----------------------------------------------------------------------------------------------------------------------------
31 Riverwood ROCHELLE PLAZA LP/ROLLING 851 Lorlyn Drive West IL 60185 354 1/1/06
MEADOWS LP/EAGLE ROCH LP Chicago
- ----------------------------------------------------------------------------------------------------------------------------
32 Torrington Parkade TP ASSOCIATES LP 450 Winsted Road Torrington CT 6790 357 4/1/06
- ----------------------------------------------------------------------------------------------------------------------------
33 Franklin FIRST/THIRD FRANKLIN, L.P. Multiple Multiple Mul- Mul- 297 4/1/06
Industrial Park tiple tiple
Portfolio
- ----------------------------------------------------------------------------------------------------------------------------
34 Baywood Apartments FSA II BAYWOOD ASSOCIATES 2501 Hurley Way Sacramento CA 95815 353 12/1/05
- ----------------------------------------------------------------------------------------------------------------------------
35 1723-29 Walnut St. NDP ASSOCIATES 1723-1729 Walnut PhiladelphiaPA 19103 359 6/1/06
Street
- ----------------------------------------------------------------------------------------------------------------------------
36 Mead and Elwood SJ ASSOCIATES, L.P. Multiple Multiple Mul- Mul- 293 12/1/05
Distribution tiple tiple
Centers
- ----------------------------------------------------------------------------------------------------------------------------
37 Shannon Glen SHANNON GLEN APARTMENTS, LLC 240 North Murray Colorado CO 80916 291 10/1/02
Apartments Boulevard Springs
- ----------------------------------------------------------------------------------------------------------------------------
38 Miami Gardens/441 441 PLAZA, GP 180 NW 183rd Street Miami FL 33169 236 3/1/06
Plaza
- ----------------------------------------------------------------------------------------------------------------------------
39 Bolton Place 2108 BOLTON DRIVE ASSOCIATES, LP 2108 Bolton Drive, Atlanta GA 30318 309 4/1/06
Apartments NW
- ----------------------------------------------------------------------------------------------------------------------------
40 Valley Oaks VALLEY OAKS ASSOCIATES, L.P. 2394 Johnson Atlanta GA 30345 356 3/1/06
- ----------------------------------------------------------------------------------------------------------------------------
41 Northwest Plaza NORTHWEST PLAZA ASSOCIATES, LP 5600 Wabash Avenue Baltimore MD 21215 294 1/1/06
- ----------------------------------------------------------------------------------------------------------------------------
42 Mountain Village DERMOT MOUNTAIN VILLAGE, LLC 12863 South Chino CA 91710 354 1/1/06
Mountain Avenue
- ----------------------------------------------------------------------------------------------------------------------------
43 Pavillion PAVILION ATLANTAPARTNERS 3379 Flat Shoals Atlanta GA 30034 356 3/1/06
Apartments Road
- ----------------------------------------------------------------------------------------------------------------------------
44 Tampa Festival TAMPA FESTIVAL CENTRE,L.P. 2525 W. Tampa FL 33614 351 10/1/05
Centre Hillsborough Avenue
- ----------------------------------------------------------------------------------------------------------------------------
45 Greystone Loft & CORNERSTONE LOFTS, INC. 303 Market / 302 San Diego CA 92101 351 10/1/05
Cornerstone Block Island Streets
- ----------------------------------------------------------------------------------------------------------------------------
46 400 East Fordham 400 EAST FORDHAM ASSOCIATES 400 East Fordham Bronx NY 10458 294 1/1/06
Road Road
- ----------------------------------------------------------------------------------------------------------------------------
47 Colony Apartments THE COLONY APARTMENTS PARTNERS 14450 El Evado Road Victorville CA 92392 352 11/1/05
- ----------------------------------------------------------------------------------------------------------------------------
48 Cedar Creek Club CEDAR CREEK APTS LLC 1030 South Chelton Colorado CO 80910 290 9/1/02
Apartments Road Springs
- ----------------------------------------------------------------------------------------------------------------------------
49 South Point SOUTH POINTE APARTMENTS LLC 3815 Lakehurst Colorado CO 80916 291 10/1/02
Apartments Drive Springs
- ----------------------------------------------------------------------------------------------------------------------------
50 Center on Plum PLUM CREEK, LLC 714-880 South Castle Rock CO 80104 354 1/1/07
Creek Briscoe Street
- ----------------------------------------------------------------------------------------------------------------------------
51 Leslie Towers LESLIE TOWERS, LP 25701 West Twelve Southfield MI 48034 298 4/15/06
Mile Road
- ----------------------------------------------------------------------------------------------------------------------------
52 Stanford Station STANFORD STATION PARTNERS, LP 1002 West 23rd St. Panama City FL 32405 299 6/1/06
Shopping Center
- ----------------------------------------------------------------------------------------------------------------------------
53 Ocean Plaza C.H. ASSOCIATES L.L.C. 700 Main Street N. Myrtle SC 29582 324 1/1/06
Beach
- ----------------------------------------------------------------------------------------------------------------------------
54 Park Wilshire PARK WILSHIRE APT., LLC. 2424 Wilshire Los Angeles CA 90042 297 4/1/06
Apartments Boulevard
- ----------------------------------------------------------------------------------------------------------------------------
55 Newburgh Commons NEWBURGH-AXINN LLC 1104 Union Avenue Newburgh NY 12550 351 10/1/02
- ----------------------------------------------------------------------------------------------------------------------------
56 Ridge Hudson RIDGE HUDSON LP 720-746 East Ridge Irondequoit NY 14621 281 12/1/01
Road
- ----------------------------------------------------------------------------------------------------------------------------
57 Sycamore Gardens SYCAMORE ASSOCIATES LLC 431 Blooming Grove New Windsor NY 12553 293 12/1/05
Turnpike
- ----------------------------------------------------------------------------------------------------------------------------
58 9 E. 16th St. URBAN PROPERTY EQUITIES 9 East 16th Street New York NY 10003 351 10/1/05
ASSOCIATES LLC
- ----------------------------------------------------------------------------------------------------------------------------
59 Chestnut Square CHESTNUT SQUARE APARTMENTS, LLC 33 West Chestnut City of NJ 8360 297 4/1/06
Apartments Avenue Vineland
- ----------------------------------------------------------------------------------------------------------------------------
60 James Street JAMES ASSOCIATES, L.P. 4790 James Street PhiladelphiaPA 19137 294 1/1/06
Shopping Center
- ----------------------------------------------------------------------------------------------------------------------------
61 Byrd Plaza GARMAC COMPANY INC 810 Dixon Boulevard Cocoa FL 32922 221 12/1/04
- ----------------------------------------------------------------------------------------------------------------------------
62 Lake North LAKE NORTH APARTMENTS, LTD. 9430 Lake North Dallas TX 75220 296 3/1/06
Apartments Circle
- ----------------------------------------------------------------------------------------------------------------------------
63 Driftwood Village TEXAS PROPERTIES, INC Gus Thomas Rd & Mesquite TX 75150 356 3/1/06
Shopping Ctr. Town East Blvd
- ----------------------------------------------------------------------------------------------------------------------------
64 148-50 E. 74th St. 150 EAST 74TH STREET CO., LLC 148-50 East 74th New York NY 10022 358 5/1/06
Street
- ----------------------------------------------------------------------------------------------------------------------------
65 Aden Crest TDF MANAGEMENT SYSTEMS, LTD. 2200 Aden Road Fort Worth TX 76116 288 7/1/05
Apartments
- ----------------------------------------------------------------------------------------------------------------------------
66 North Hills NORTH HILLS GENERAL PARTNERSHIP 401 Marintown Road North SC 29841 298 5/1/06
Shopping Center Augusta
- ----------------------------------------------------------------------------------------------------------------------------
67 Mesa Plaza MESA PLAZA, LTD. 800-8030 Mesa Drive Austin TX 78731 357 4/1/06
Shopping Center
- ----------------------------------------------------------------------------------------------------------------------------
68 Caroline Realty CAROLINE REALTY 94-102 Park Street New Canaan CT 6840 294 1/1/06
(CVS)
- ----------------------------------------------------------------------------------------------------------------------------
69 Woodland Terrace WOODLAND TERRACE TRUST #60662, 10640 Brooks Lane Chicago IL 60415 356 3/1/06
6741 SHERI Ridge
- ----------------------------------------------------------------------------------------------------------------------------
70 Timbers Apartments THE TIMBERS APARTMENTS, LLC 2812-2830 Airport Colorado CO 80910 290 9/1/02
Road Springs
- ----------------------------------------------------------------------------------------------------------------------------
71 Fairfax Associates PROSPERITY ASSOCIATES, LP 2930-2942 Fairfax VA 22031 299 6/1/06
Prosperity Avenue
- ----------------------------------------------------------------------------------------------------------------------------
72 751 St. Marks 751 ST MARKS LTD LIABILITY 751 St. Marks Brooklyn NY 11210 222 1/1/15
COMPANY Avenue
- ----------------------------------------------------------------------------------------------------------------------------
73 Village Shopping ARNOBO ASSOCIATES PARTNERSHIP 1207 W. Spring Monroe GA 30655 290 9/1/05
Center Street
- ----------------------------------------------------------------------------------------------------------------------------
74 Claremont CLAREMONT ASSOCIATES, LP 4536-4598 Alexandria VA 22304 299 6/1/06
Associates Eisenhower Avenue
- ----------------------------------------------------------------------------------------------------------------------------
75 New Horizon NEW HORIZON APARTMENTS LLC 4975 El Camino Colorado CO 80918 291 10/1/02
Apartments Drive Springs
- ----------------------------------------------------------------------------------------------------------------------------
76 Camelot CAMELOT / BRITTANY LIMITED 2001 Slayden Brownwood TX 76801 294 1/1/03
PARTNERSHIP
- ----------------------------------------------------------------------------------------------------------------------------
77 Brentwood BRENTWOOD PARK LP 630-640 E. George Bensenville IL 60148 354 1/1/06
Street
- ----------------------------------------------------------------------------------------------------------------------------
78 Town & Country TOWN AND COUNTRY PROPERTIES, L.P. 3306 South Pacific Medford OR 97501 274 5/1/19
Estates Highway
- ----------------------------------------------------------------------------------------------------------------------------
79 Freestanding CVS 63-57 FRESH POND ASSOCIATES LLC 63-57 Fresh Pond Ridgewood NY 11385 170 9/1/10
Road
- ----------------------------------------------------------------------------------------------------------------------------
80 Grayslake GRAYSLAKE APARTMENTS LIMITED 325-365 Neville Grayslake IL 60030 355 2/1/06
PARTNERSHIP Drive
- ----------------------------------------------------------------------------------------------------------------------------
81 Carol Stream CAROL STREAM LIMITED PARTNERSHIP 550 & 560 Carol IL 60188 354 1/1/06
Gunderson Drive Stream
- ----------------------------------------------------------------------------------------------------------------------------
82 Gunderson GUNDERSON DRIVE LIMITED 580 & 590 East Carol IL 60188 354 1/1/06
Apartments PARTNERSHIP Gunderson Drive Stream
- ----------------------------------------------------------------------------------------------------------------------------
83 Landmark Office FRED E STILLMAN,SYLVIA S. 125 Greenwich Greenwich CT 6839 297 4/1/06
Building HALPERN, RAYMO Avenue
- ----------------------------------------------------------------------------------------------------------------------------
84 Castle Loma CASTLE LOMA VENTURES, INC. 2457 West U.S. -- Mesquite TX 75150 284 3/1/05
Apartments 80
- ----------------------------------------------------------------------------------------------------------------------------
85 Friendly Silverman FRIENDLY SILVERMAN HOLDING CORP. Multiple Multiple Mul- Mul- 162 1/1/10
tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
86 William B. Travis WILLIAM B. TRAVIS, LLC 4818 Avenue R -- Galveston TX 77551 286 5/1/02
Apartments 1/2
- ----------------------------------------------------------------------------------------------------------------------------
87 Woodland Apartments WOODLANDS LIMITED PARTNERSHIP 1217 Kings Court West IL 60185 355 2/1/06
Chicago
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan # Deal Name Borrower Address City State Zip Monthly Appraised
Code Debt Value
Service
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Glenborough GLENBOROUGH FUND I, L.P. Multiple Multiple Mul- Mul- $148,710
Portfolio tiple tiple $42,200,000
- -------------------------------------------------------------------------------------------------------------------------------
2 Franklin Town Franklin Field Plaza Limited 3391 State Highway Franklin NJ 8823 95,709 19,200,000
Center Partnership 27
- -------------------------------------------------------------------------------------------------------------------------------
3 Burnside Plaza LAWRENCE OAKS LIMITED PARTNERSHIP 601 Burnside Avenue Inwood NY 11696
Shopping Ctr. 94,984 17,000,000
- -------------------------------------------------------------------------------------------------------------------------------
4 Oak View Apartments OAK VIEW APARTMENTS LIMITED 201 West Oakley Westmont IL 60559
PARTNERSHIP Drive North 94,259 16,300,000
- -------------------------------------------------------------------------------------------------------------------------------
5 2500 Inverrary 2500 INVERRARY TRUST 2580 NW 56th Avenue Lauderhill FL 33313
Club Apartments 93,640 15,100,000
- -------------------------------------------------------------------------------------------------------------------------------
6 Coconut Creek Plaza COCONUT PLAZA ASSOCIATES, LP 6570 Lyons Road Coconut FL 33073
Creek 93,587 16,100,000
- -------------------------------------------------------------------------------------------------------------------------------
7 Plaza 200 Shopping PLAZA 200 LAND CORP. / PLAZA 200 NWC Glen Cove Road Carle Place NY 11514
Center LEASING CORP. and Voice Road 86,238 22,000,000
- -------------------------------------------------------------------------------------------------------------------------------
8 The Centre of SHEFFIELD ENTERPRISES, LTD. North Ridge Road & Sheffield OH 44055
Sheffield Lake Avenue 86,207 14,600,000
- -------------------------------------------------------------------------------------------------------------------------------
9 Nagel Portfolio METROPOLITAN SELF-STORAGE, L.P. Multiple Multiple Mul- Mul-
- INDIANAPOLIS tiple tiple 94,454 14,900,000
- -------------------------------------------------------------------------------------------------------------------------------
10 184 Thompson Street NACA DEVELOPMENT, L.P. 184 Thompson Street New York NY 10012
85,768 16,000,000
- -------------------------------------------------------------------------------------------------------------------------------
11 Boardwalk at Park DASH ASSOCIATES, LLC 205 Carnegie Row Norwood MA 2062
Place 86,060 13,750,000
- -------------------------------------------------------------------------------------------------------------------------------
12 Belz Apartment UNION APARTMENTS, L.P. Multiple Multiple Mul- Mul-
Portfolio tiple tiple 80,078 12,525,000
- -------------------------------------------------------------------------------------------------------------------------------
13 Tri-City Portfolio RRF V TRI CITY, L.P. Multiple Multiple Mul- Mul-
II tiple tiple 83,142 17,850,000
- -------------------------------------------------------------------------------------------------------------------------------
14 Centennial Village ASHWOOD ASSOCIATES 120 East Street Warminster PA 18974
Road 74,903 12,500,000
- -------------------------------------------------------------------------------------------------------------------------------
15 Tops TOPS APPLIANCE REALTY, INC. 50-01 Northern Long NY 11101
Blvd. Island City 75,637 16,800,000
- -------------------------------------------------------------------------------------------------------------------------------
16 Dorchester at DORCHESTER ASSOCIATES L.L.C. 665 S. Skinker St. Louis MO 63105
Forest Park Boulevard 70,779 12,300,000
- -------------------------------------------------------------------------------------------------------------------------------
17 Pine Creek PINE CREEK VILLAGE APARTMENTS, 720 Chapman Drive Colorado CO 80916
Apartments LLC Springs 73,748 11,990,000
- -------------------------------------------------------------------------------------------------------------------------------
18 North Hills Mall NORTH HILLS MALL ASSOCIATES 7624 Grapevine North TX 76180
Highway Richland 57,182 38,000,000
Hills
- -------------------------------------------------------------------------------------------------------------------------------
19 Cranbury Crossing SOVEREIGN GROUP 1985-22, LIMITED One Cranbury East NJ 8816
PARTNERSHIP Crossing Brunswick 54,089 10,200,000
- -------------------------------------------------------------------------------------------------------------------------------
20 City Warehouse CITY WAREHOUSE CORP. 5200 East Grand Dallas TX 75223
Building Avenue 58,428 13,380,000
- -------------------------------------------------------------------------------------------------------------------------------
21 440 Plaza Shopping TEXVESTCO LTD 440 Place Road Killeen TX 76541
Center 57,170 9,800,000
- -------------------------------------------------------------------------------------------------------------------------------
22 Deer Valley Center DEER VALLEY CENTER, LTD. 4123-4273 Phoenix AZ 85023
Thunderbird Road 56,838 9,200,000
- -------------------------------------------------------------------------------------------------------------------------------
23 Circle Road Plaza CIRCLE ROAD GROUP, LLC 100 Frontage Road Cicero NY 13039
54,282 8,700,000
- -------------------------------------------------------------------------------------------------------------------------------
24 Heather Croft HEATHER CROFT ASSOCIATES, L.P. 6825 Tilton Road Northfield NJ 8825
56,026 9,200,000
- -------------------------------------------------------------------------------------------------------------------------------
25 Beaux Arts 80 WEST 40TH STREET L.L.C. 80 W. 40th Street New York NY 10018
53,295 8,800,000
- -------------------------------------------------------------------------------------------------------------------------------
26 Tri-City Portfolio RRF IV TRI CITY, L.P. Multiple Multiple Mul- Mul-
- I tiple tiple 53,413 11,900,000
- -------------------------------------------------------------------------------------------------------------------------------
27 Northpointe Center NORTHPOINTE CENTRE OFFICE 12005 Ford Road Dallas TX 75234
BUILDING CORP 50,200 9,500,000
- -------------------------------------------------------------------------------------------------------------------------------
28 Village Square TO BE FORMED ENTITY 3901 North Kings Myrtle SC 29577
Shopping Center Highway Beach 49,578 7,950,000
- -------------------------------------------------------------------------------------------------------------------------------
29 Hillwood Plaza HILLWOOD PLAZA ASSOCIATES 6600 Charlotte Pike Nashville TN 37209
46,267 7,400,000
- -------------------------------------------------------------------------------------------------------------------------------
30 Meadows Park A&E PARTNERS, L.P. I Security Blvd. & Woodlawn MD 21207
Shopping Center Woodlawn Dr. 46,928 8,000,000
- -------------------------------------------------------------------------------------------------------------------------------
31 Riverwood ROCHELLE PLAZA LP/ROLLING 851 Lorlyn Drive West IL 60185
MEADOWS LP/EAGLE ROCH LP Chicago 38,610 8,300,000
- -------------------------------------------------------------------------------------------------------------------------------
32 Torrington Parkade TP ASSOCIATES LP 450 Winsted Road Torrington CT 6790
41,695 7,200,000
- -------------------------------------------------------------------------------------------------------------------------------
33 Franklin FIRST/THIRD FRANKLIN, L.P. Multiple Multiple Mul- Mul-
Industrial Park tiple tiple 44,014 7,000,000
Portfolio
- -------------------------------------------------------------------------------------------------------------------------------
34 Baywood Apartments FSA II BAYWOOD ASSOCIATES 2501 Hurley Way Sacramento CA 95815
37,867 6,600,000
- -------------------------------------------------------------------------------------------------------------------------------
35 1723-29 Walnut St. NDP ASSOCIATES 1723-1729 Walnut PhiladelphiaPA 19103
Street 41,545 7,400,000
- -------------------------------------------------------------------------------------------------------------------------------
36 Mead and Elwood SJ ASSOCIATES, L.P. Multiple Multiple Mul- Mul-
Distribution tiple tiple 39,463 6,192,000
Centers
- -------------------------------------------------------------------------------------------------------------------------------
37 Shannon Glen SHANNON GLEN APARTMENTS, LLC 240 North Murray Colorado CO 80916
Apartments Boulevard Springs 36,561 6,294,000
- -------------------------------------------------------------------------------------------------------------------------------
38 Miami Gardens/441 441 PLAZA, GP 180 NW 183rd Street Miami FL 33169
Plaza 38,762 9,450,000
- -------------------------------------------------------------------------------------------------------------------------------
39 Bolton Place 2108 BOLTON DRIVE ASSOCIATES, LP 2108 Bolton Drive, Atlanta GA 30318
Apartments NW 36,103 8,000,000
- -------------------------------------------------------------------------------------------------------------------------------
40 Valley Oaks VALLEY OAKS ASSOCIATES, L.P. 2394 Johnson Atlanta GA 30345
32,304 6,000,000
- -------------------------------------------------------------------------------------------------------------------------------
41 Northwest Plaza NORTHWEST PLAZA ASSOCIATES, LP 5600 Wabash Avenue Baltimore MD 21215
33,731 9,100,000
- -------------------------------------------------------------------------------------------------------------------------------
42 Mountain Village DERMOT MOUNTAIN VILLAGE, LLC 12863 South Chino CA 91710
Mountain Avenue 31,463 5,750,000
- -------------------------------------------------------------------------------------------------------------------------------
43 Pavillion PAVILION ATLANTAPARTNERS 3379 Flat Shoals Atlanta GA 30034
Apartments Road 31,553 6,250,000
- -------------------------------------------------------------------------------------------------------------------------------
44 Tampa Festival TAMPA FESTIVAL CENTRE,L.P. 2525 W. Tampa FL 33614
Centre Hillsborough Avenue 32,279 5,900,000
- -------------------------------------------------------------------------------------------------------------------------------
45 Greystone Loft & CORNERSTONE LOFTS, INC. 303 Market / 302 San Diego CA 92101
Cornerstone Block Island Streets 31,112 5,700,000
- -------------------------------------------------------------------------------------------------------------------------------
46 400 East Fordham 400 EAST FORDHAM ASSOCIATES 400 East Fordham Bronx NY 10458
Road Road 32,021 12,000,000
- -------------------------------------------------------------------------------------------------------------------------------
47 Colony Apartments THE COLONY APARTMENTS PARTNERS 14450 El Evado Road Victorville CA 92392
28,521 5,200,000
- -------------------------------------------------------------------------------------------------------------------------------
48 Cedar Creek Club CEDAR CREEK APTS LLC 1030 South Chelton Colorado CO 80910
Apartments Road Springs 30,161 5,102,000
- -------------------------------------------------------------------------------------------------------------------------------
49 South Point SOUTH POINTE APARTMENTS LLC 3815 Lakehurst Colorado CO 80916
Apartments Drive Springs 29,382 5,216,000
- -------------------------------------------------------------------------------------------------------------------------------
50 Center on Plum PLUM CREEK, LLC 714-880 South Castle Rock CO 80104
Creek Briscoe Street 25,987 4,800,000
- -------------------------------------------------------------------------------------------------------------------------------
51 Leslie Towers LESLIE TOWERS, LP 25701 West Twelve Southfield MI 48034
Mile Road 30,008 6,000,000
- -------------------------------------------------------------------------------------------------------------------------------
52 Stanford Station STANFORD STATION PARTNERS, LP 1002 West 23rd St. Panama City FL 32405
Shopping Center 27,247 5,100,000
- -------------------------------------------------------------------------------------------------------------------------------
53 Ocean Plaza C.H. ASSOCIATES L.L.C. 700 Main Street N. Myrtle SC 29582
Beach 24,447 4,200,000
- -------------------------------------------------------------------------------------------------------------------------------
54 Park Wilshire PARK WILSHIRE APT., LLC. 2424 Wilshire Los Angeles CA 90042
Apartments Boulevard 25,486 4,450,000
- -------------------------------------------------------------------------------------------------------------------------------
55 Newburgh Commons NEWBURGH-AXINN LLC 1104 Union Avenue Newburgh NY 12550
24,943 4,300,000
- -------------------------------------------------------------------------------------------------------------------------------
56 Ridge Hudson RIDGE HUDSON LP 720-746 East Ridge Irondequoit NY 14621
Road 29,906 4,100,000
- -------------------------------------------------------------------------------------------------------------------------------
57 Sycamore Gardens SYCAMORE ASSOCIATES LLC 431 Blooming Grove New Windsor NY 12553
Turnpike 23,214 4,275,000
- -------------------------------------------------------------------------------------------------------------------------------
58 9 E. 16th St. URBAN PROPERTY EQUITIES 9 East 16th Street New York NY 10003
ASSOCIATES LLC 22,491 4,100,000
- -------------------------------------------------------------------------------------------------------------------------------
59 Chestnut Square CHESTNUT SQUARE APARTMENTS, LLC 33 West Chestnut City of NJ 8360
Apartments Avenue Vineland 23,352 4,100,000
- -------------------------------------------------------------------------------------------------------------------------------
60 James Street JAMES ASSOCIATES, L.P. 4790 James Street PhiladelphiaPA 19137
Shopping Center 23,195 3,900,000
- -------------------------------------------------------------------------------------------------------------------------------
61 Byrd Plaza GARMAC COMPANY INC 810 Dixon Boulevard Cocoa FL 32922
26,566 7,100,000
- -------------------------------------------------------------------------------------------------------------------------------
62 Lake North LAKE NORTH APARTMENTS, LTD. 9430 Lake North Dallas TX 75220
Apartments Circle 19,201 3,400,000
- -------------------------------------------------------------------------------------------------------------------------------
63 Driftwood Village TEXAS PROPERTIES, INC Gus Thomas Rd & Mesquite TX 75150
Shopping Ctr. Town East Blvd 18,959 4,100,000
- -------------------------------------------------------------------------------------------------------------------------------
64 148-50 E. 74th St. 150 EAST 74TH STREET CO., LLC 148-50 East 74th New York NY 10022
Street 18,698 3,550,000
- -------------------------------------------------------------------------------------------------------------------------------
65 Aden Crest TDF MANAGEMENT SYSTEMS, LTD. 2200 Aden Road Fort Worth TX 76116
Apartments 18,733 3,250,000
- -------------------------------------------------------------------------------------------------------------------------------
66 North Hills NORTH HILLS GENERAL PARTNERSHIP 401 Marintown Road North SC 29841
Shopping Center Augusta 18,830 3,000,000
- -------------------------------------------------------------------------------------------------------------------------------
67 Mesa Plaza MESA PLAZA, LTD. 800-8030 Mesa Drive Austin TX 78731
Shopping Center 16,724 3,000,000
- -------------------------------------------------------------------------------------------------------------------------------
68 Caroline Realty CAROLINE REALTY 94-102 Park Street New Canaan CT 6840
(CVS) 16,208 6,500,000
- -------------------------------------------------------------------------------------------------------------------------------
69 Woodland Terrace WOODLAND TERRACE TRUST #60662, 10640 Brooks Lane Chicago IL 60415
6741 SHERI Ridge 14,439 2,550,000
- -------------------------------------------------------------------------------------------------------------------------------
70 Timbers Apartments THE TIMBERS APARTMENTS, LLC 2812-2830 Airport Colorado CO 80910
Road Springs 15,088 2,490,000
- -------------------------------------------------------------------------------------------------------------------------------
71 Fairfax Associates PROSPERITY ASSOCIATES, LP 2930-2942 Fairfax VA 22031
Prosperity Avenue 15,818 3,600,000
- -------------------------------------------------------------------------------------------------------------------------------
72 751 St. Marks 751 ST MARKS LTD LIABILITY 751 St. Marks Brooklyn NY 11210
COMPANY Avenue 17,513 2,900,000
- -------------------------------------------------------------------------------------------------------------------------------
73 Village Shopping ARNOBO ASSOCIATES PARTNERSHIP 1207 W. Spring Monroe GA 30655
Center Street 15,176 2,500,000
- -------------------------------------------------------------------------------------------------------------------------------
74 Claremont CLAREMONT ASSOCIATES, LP 4536-4598 Alexandria VA 22304
Associates Eisenhower Avenue 15,083 2,600,000
- -------------------------------------------------------------------------------------------------------------------------------
75 New Horizon NEW HORIZON APARTMENTS LLC 4975 El Camino Colorado CO 80918
Apartments Drive Springs 13,389 2,257,000
- -------------------------------------------------------------------------------------------------------------------------------
76 Camelot CAMELOT / BRITTANY LIMITED 2001 Slayden Brownwood TX 76801
PARTNERSHIP 12,349 2,770,000
- -------------------------------------------------------------------------------------------------------------------------------
77 Brentwood BRENTWOOD PARK LP 630-640 E. George Bensenville IL 60148
Street 11,104 2,200,000
- -------------------------------------------------------------------------------------------------------------------------------
78 Town & Country TOWN AND COUNTRY PROPERTIES, L.P. 3306 South Pacific Medford OR 97501
Estates Highway 13,181 2,275,000
- -------------------------------------------------------------------------------------------------------------------------------
79 Freestanding CVS 63-57 FRESH POND ASSOCIATES LLC 63-57 Fresh Pond Ridgewood NY 11385
Road 14,649 2,250,000
- -------------------------------------------------------------------------------------------------------------------------------
80 Grayslake GRAYSLAKE APARTMENTS LIMITED 325-365 Neville Grayslake IL 60030
PARTNERSHIP Drive 9,909 2,500,000
- -------------------------------------------------------------------------------------------------------------------------------
81 Carol Stream CAROL STREAM LIMITED PARTNERSHIP 550 & 560 Carol IL 60188
Gunderson Drive Stream 9,909 2,425,000
- -------------------------------------------------------------------------------------------------------------------------------
82 Gunderson GUNDERSON DRIVE LIMITED 580 & 590 East Carol IL 60188
Apartments PARTNERSHIP Gunderson Drive Stream 9,909 2,425,000
- -------------------------------------------------------------------------------------------------------------------------------
83 Landmark Office FRED E STILLMAN,SYLVIA S. 125 Greenwich Greenwich CT 6839
Building HALPERN, RAYMO Avenue 11,133 2,800,000
- -------------------------------------------------------------------------------------------------------------------------------
84 Castle Loma CASTLE LOMA VENTURES, INC. 2457 West U.S. -- Mesquite TX 75150
Apartments 80 10,751 1,770,000
- -------------------------------------------------------------------------------------------------------------------------------
85 Friendly Silverman FRIENDLY SILVERMAN HOLDING CORP. Multiple Multiple Mul- Mul-
tiple tiple 14,476 1,775,000
- -------------------------------------------------------------------------------------------------------------------------------
86 William B. Travis WILLIAM B. TRAVIS, LLC 4818 Avenue R -- Galveston TX 77551
Apartments 1/2 8,080 1,340,000
- -------------------------------------------------------------------------------------------------------------------------------
87 Woodland Apartments WOODLANDS LIMITED PARTNERSHIP 1217 Kings Court West IL 60185
Chicago 2,579 600,000
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan # Deal Name Borrower Address City State Zip Cut-off 1995 or
Code LTV Trailing
12 Mo.
U/W NCF
DSCR
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Glenborough GLENBOROUGH FUND I, L.P. Multiple Multiple Mul- Mul- l47.10% 2.1x
Portfolio tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
2 Franklin Town Franklin Field Plaza Limited 3391 State Highway Franklin NJ 8823 68.50% 1.46x
Center Partnership 27
- ----------------------------------------------------------------------------------------------------------------------------
3 Burnside Plaza LAWRENCE OAKS LIMITED PARTNERSHIP 601 Burnside Avenue Inwood NY 11696 76.80% 1.41x
Shopping Ctr.
- ----------------------------------------------------------------------------------------------------------------------------
4 Oak View Apartments OAK VIEW APARTMENTS LIMITED 201 West Oakley Westmont IL 60559 79.50% 1.45x
PARTNERSHIP Drive North
- ----------------------------------------------------------------------------------------------------------------------------
5 2500 Inverrary 2500 INVERRARY TRUST 2580 NW 56th Avenue Lauderhill FL 33313 77.80% 1.55x
Club Apartments
- ----------------------------------------------------------------------------------------------------------------------------
6 Coconut Creek Plaza COCONUT PLAZA ASSOCIATES, LP 6570 Lyons Road Coconut FL 33073 70.90% 1.42x
Creek
- ----------------------------------------------------------------------------------------------------------------------------
7 Plaza 200 Shopping PLAZA 200 LAND CORP. / PLAZA 200 NWC Glen Cove Road Carle Place NY 11514 48.70% 1.86x
Center LEASING CORP. and Voice Road
- ----------------------------------------------------------------------------------------------------------------------------
8 The Centre of SHEFFIELD ENTERPRISES, LTD. North Ridge Road & Sheffield OH 44055 73.30% 1.42x
Sheffield Lake Avenue
- ----------------------------------------------------------------------------------------------------------------------------
9 Nagel Portfolio METROPOLITAN SELF-STORAGE, L.P. Multiple Multiple Mul- Mul- l71.70% 1.28x
- INDIANAPOLIS tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
10 184 Thompson Street NACA DEVELOPMENT, L.P. 184 Thompson Street New York NY 10012 65.60% 1.35x
- ----------------------------------------------------------------------------------------------------------------------------
11 Boardwalk at Park DASH ASSOCIATES, LLC 205 Carnegie Row Norwood MA 2062 76.20% 1.23x
Place
- ----------------------------------------------------------------------------------------------------------------------------
12 Belz Apartment UNION APARTMENTS, L.P. Multiple Multiple Mul- Mul- l77.30% 1.31x
Portfolio tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
13 Tri-City Portfolio RRF V TRI CITY, L.P. Multiple Multiple Mul- Mul- l53.70% 1.61x
II tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
14 Centennial Village ASHWOOD ASSOCIATES 120 East Street Warminster PA 18974 75.50% 1.52x
Road
- ----------------------------------------------------------------------------------------------------------------------------
15 Tops TOPS APPLIANCE REALTY, INC. 50-01 Northern Long NY 11101 54.20% 1.79x
Blvd. Island City
- ----------------------------------------------------------------------------------------------------------------------------
16 Dorchester at DORCHESTER ASSOCIATES L.L.C. 665 S. Skinker St. Louis MO 63105 73.90% 1.33x
Forest Park Boulevard
- ----------------------------------------------------------------------------------------------------------------------------
17 Pine Creek PINE CREEK VILLAGE APARTMENTS, 720 Chapman Drive Colorado CO 80916 74.30% 1.1x
Apartments LLC Springs
- ----------------------------------------------------------------------------------------------------------------------------
18 North Hills Mall NORTH HILLS MALL ASSOCIATES 7624 Grapevine North TX 76180 20.90% 3.78x
Highway Richland
Hills
- ----------------------------------------------------------------------------------------------------------------------------
19 Cranbury Crossing SOVEREIGN GROUP 1985-22, LIMITED One Cranbury East NJ 8816 73.80% 1.33x
PARTNERSHIP Crossing Brunswick
- ----------------------------------------------------------------------------------------------------------------------------
20 City Warehouse CITY WAREHOUSE CORP. 5200 East Grand Dallas TX 75223 53.40% 2.01x
Building Avenue
- ----------------------------------------------------------------------------------------------------------------------------
21 440 Plaza Shopping TEXVESTCO LTD 440 Place Road Killeen TX 76541 71.20% 1.38x
Center
- ----------------------------------------------------------------------------------------------------------------------------
22 Deer Valley Center DEER VALLEY CENTER, LTD. 4123-4273 Phoenix AZ 85023 75.40% 1.41x
Thunderbird Road
- ----------------------------------------------------------------------------------------------------------------------------
23 Circle Road Plaza CIRCLE ROAD GROUP, LLC 100 Frontage Road Cicero NY 13039 79.20% 1.43x
- ----------------------------------------------------------------------------------------------------------------------------
24 Heather Croft HEATHER CROFT ASSOCIATES, L.P. 6825 Tilton Road Northfield NJ 8825 74.40% 1.25x
- ----------------------------------------------------------------------------------------------------------------------------
25 Beaux Arts 80 WEST 40TH STREET L.L.C. 80 W. 40th Street New York NY 10018 74.00% 1.4x
- ----------------------------------------------------------------------------------------------------------------------------
26 Tri-City Portfolio RRF IV TRI CITY, L.P. Multiple Multiple Mul- Mul- l54.50% 1.72x
- I tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
27 Northpointe Center NORTHPOINTE CENTRE OFFICE 12005 Ford Road Dallas TX 75234 65.90% 2.37x
BUILDING CORP
- ----------------------------------------------------------------------------------------------------------------------------
28 Village Square TO BE FORMED ENTITY 3901 North Kings Myrtle SC 29577 75.50% 1.33x
Shopping Center Highway Beach
- ----------------------------------------------------------------------------------------------------------------------------
29 Hillwood Plaza HILLWOOD PLAZA ASSOCIATES 6600 Charlotte Pike Nashville TN 37209 78.20% 1.3x
- ----------------------------------------------------------------------------------------------------------------------------
30 Meadows Park A&E PARTNERS, L.P. I Security Blvd. & Woodlawn MD 21207 72.30% 1.38x
Shopping Center Woodlawn Dr.
- ----------------------------------------------------------------------------------------------------------------------------
31 Riverwood ROCHELLE PLAZA LP/ROLLING 851 Lorlyn Drive West IL 60185 63.90% 1.64x
MEADOWS LP/EAGLE ROCH LP Chicago
- ----------------------------------------------------------------------------------------------------------------------------
32 Torrington Parkade TP ASSOCIATES LP 450 Winsted Road Torrington CT 6790 73.50% 1.3x
- ----------------------------------------------------------------------------------------------------------------------------
33 Franklin FIRST/THIRD FRANKLIN, L.P. Multiple Multiple Mul- Mul- l74.30% 1.27x
Industrial Park tiple tiple
Portfolio
- ----------------------------------------------------------------------------------------------------------------------------
34 Baywood Apartments FSA II BAYWOOD ASSOCIATES 2501 Hurley Way Sacramento CA 95815 76.90% 1.33x
- ----------------------------------------------------------------------------------------------------------------------------
35 1723-29 Walnut St. NDP ASSOCIATES 1723-1729 Walnut PhiladelphiaPA 19103 68.20% 1.35x
Street
- ----------------------------------------------------------------------------------------------------------------------------
36 Mead and Elwood SJ ASSOCIATES, L.P. Multiple Multiple Mul- Mul- l77.00% 1.41x
Distribution tiple tiple
Centers
- ----------------------------------------------------------------------------------------------------------------------------
37 Shannon Glen SHANNON GLEN APARTMENTS, LLC 240 North Murray Colorado CO 80916 72.40% 1.46x
Apartments Boulevard Springs
- ----------------------------------------------------------------------------------------------------------------------------
38 Miami Gardens/441 441 PLAZA, GP 180 NW 183rd Street Miami FL 33169 47.30% 2.02x
Plaza
- ----------------------------------------------------------------------------------------------------------------------------
39 Bolton Place 2108 BOLTON DRIVE ASSOCIATES, LP 2108 Bolton Drive, Atlanta GA 30318 55.90% 1.21x
Apartments NW
- ----------------------------------------------------------------------------------------------------------------------------
40 Valley Oaks VALLEY OAKS ASSOCIATES, L.P. 2394 Johnson Atlanta GA 30345 71.50% 1.47x
- ----------------------------------------------------------------------------------------------------------------------------
41 Northwest Plaza NORTHWEST PLAZA ASSOCIATES, LP 5600 Wabash Avenue Baltimore MD 21215 47.00% 1.59x
- ----------------------------------------------------------------------------------------------------------------------------
42 Mountain Village DERMOT MOUNTAIN VILLAGE, LLC 12863 South Chino CA 91710 73.40% 1.74x
Mountain Avenue
- ----------------------------------------------------------------------------------------------------------------------------
43 Pavillion PAVILION ATLANTAPARTNERS 3379 Flat Shoals Atlanta GA 30034 67.00% 1.54x
Apartments Road
- ----------------------------------------------------------------------------------------------------------------------------
44 Tampa Festival TAMPA FESTIVAL CENTRE,L.P. 2525 W. Tampa FL 33614 68.70% 1.42x
Centre Hillsborough Avenue
- ----------------------------------------------------------------------------------------------------------------------------
45 Greystone Loft & CORNERSTONE LOFTS, INC. 303 Market / 302 San Diego CA 92101 69.80% 1.37x
Cornerstone Block Island Streets
- ----------------------------------------------------------------------------------------------------------------------------
46 400 East Fordham 400 EAST FORDHAM ASSOCIATES 400 East Fordham Bronx NY 10458 33.10% 2.39x
Road Road
- ----------------------------------------------------------------------------------------------------------------------------
47 Colony Apartments THE COLONY APARTMENTS PARTNERS 14450 El Evado Road Victorville CA 92392 72.70% 1.59x
- ----------------------------------------------------------------------------------------------------------------------------
48 Cedar Creek Club CEDAR CREEK APTS LLC 1030 South Chelton Colorado CO 80910 72.10% 1.31x
Apartments Road Springs
- ----------------------------------------------------------------------------------------------------------------------------
49 South Point SOUTH POINTE APARTMENTS LLC 3815 Lakehurst Colorado CO 80916 70.30% 1.28x
Apartments Drive Springs
- ----------------------------------------------------------------------------------------------------------------------------
50 Center on Plum PLUM CREEK, LLC 714-880 South Castle Rock CO 80104 72.60% 1.45x
Creek Briscoe Street
- ----------------------------------------------------------------------------------------------------------------------------
51 Leslie Towers LESLIE TOWERS, LP 25701 West Twelve Southfield MI 48034 57.10% 1.37x
Mile Road
- ----------------------------------------------------------------------------------------------------------------------------
52 Stanford Station STANFORD STATION PARTNERS, LP 1002 West 23rd St. Panama City FL 32405 64.60% 1.54x
Shopping Center
- ----------------------------------------------------------------------------------------------------------------------------
53 Ocean Plaza C.H. ASSOCIATES L.L.C. 700 Main Street N. Myrtle SC 29582 74.60% 1.39x
Beach
- ----------------------------------------------------------------------------------------------------------------------------
54 Park Wilshire PARK WILSHIRE APT., LLC. 2424 Wilshire Los Angeles CA 90042 69.50% 1.32x
Apartments Boulevard
- ----------------------------------------------------------------------------------------------------------------------------
55 Newburgh Commons NEWBURGH-AXINN LLC 1104 Union Avenue Newburgh NY 12550 71.70% 1.33x
- ----------------------------------------------------------------------------------------------------------------------------
56 Ridge Hudson RIDGE HUDSON LP 720-746 East Ridge Irondequoit NY 14621 73.40% .96x
Road
- ----------------------------------------------------------------------------------------------------------------------------
57 Sycamore Gardens SYCAMORE ASSOCIATES LLC 431 Blooming Grove New Windsor NY 12553 69.70% 1.36x
Turnpike
- ----------------------------------------------------------------------------------------------------------------------------
58 9 E. 16th St. URBAN PROPERTY EQUITIES 9 East 16th Street New York NY 10003 70.90% 1.45x
ASSOCIATES LLC
- ----------------------------------------------------------------------------------------------------------------------------
59 Chestnut Square CHESTNUT SQUARE APARTMENTS, LLC 33 West Chestnut City of NJ 8360 70.50% 1.43x
Apartments Avenue Vineland
- ----------------------------------------------------------------------------------------------------------------------------
60 James Street JAMES ASSOCIATES, L.P. 4790 James Street PhiladelphiaPA 19137 73.90% 1.39x
Shopping Center
- ----------------------------------------------------------------------------------------------------------------------------
61 Byrd Plaza GARMAC COMPANY INC 810 Dixon Boulevard Cocoa FL 32922 39.00% 1.41x
- ----------------------------------------------------------------------------------------------------------------------------
62 Lake North LAKE NORTH APARTMENTS, LTD. 9430 Lake North Dallas TX 75220 73.20% 1.41x
Apartments Circle
- ----------------------------------------------------------------------------------------------------------------------------
63 Driftwood Village TEXAS PROPERTIES, INC Gus Thomas Rd & Mesquite TX 75150 58.60% 1.47x
Shopping Ctr. Town East Blvd
- ----------------------------------------------------------------------------------------------------------------------------
64 148-50 E. 74th St. 150 EAST 74TH STREET CO., LLC 148-50 East 74th New York NY 10022 66.10% 1.35x
Street
- ----------------------------------------------------------------------------------------------------------------------------
65 Aden Crest TDF MANAGEMENT SYSTEMS, LTD. 2200 Aden Road Fort Worth TX 76116 71.80% 1.04x
Apartments
- ----------------------------------------------------------------------------------------------------------------------------
66 North Hills NORTH HILLS GENERAL PARTNERSHIP 401 Marintown Road North SC 29841 72.90% 1.26x
Shopping Center Augusta
- ----------------------------------------------------------------------------------------------------------------------------
67 Mesa Plaza MESA PLAZA, LTD. 800-8030 Mesa Drive Austin TX 78731 72.40% 1.42x
Shopping Center
- ----------------------------------------------------------------------------------------------------------------------------
68 Caroline Realty CAROLINE REALTY 94-102 Park Street New Canaan CT 6840 32.10% 1.72x
(CVS)
- ----------------------------------------------------------------------------------------------------------------------------
69 Woodland Terrace WOODLAND TERRACE TRUST #60662, 10640 Brooks Lane Chicago IL 60415 79.80% 1.49x
6741 SHERI Ridge
- ----------------------------------------------------------------------------------------------------------------------------
70 Timbers Apartments THE TIMBERS APARTMENTS, LLC 2812-2830 Airport Colorado CO 80910 74.30% 1.53x
Road Springs
- ----------------------------------------------------------------------------------------------------------------------------
71 Fairfax Associates PROSPERITY ASSOCIATES, LP 2930-2942 Fairfax VA 22031 51.30% 1.36x
Prosperity Avenue
- ----------------------------------------------------------------------------------------------------------------------------
72 751 St. Marks 751 ST MARKS LTD LIABILITY 751 St. Marks Brooklyn NY 11210 61.80% 1.43x
COMPANY Avenue
- ----------------------------------------------------------------------------------------------------------------------------
73 Village Shopping ARNOBO ASSOCIATES PARTNERSHIP 1207 W. Spring Monroe GA 30655 70.00% 1.29x
Center Street
- ----------------------------------------------------------------------------------------------------------------------------
74 Claremont CLAREMONT ASSOCIATES, LP 4536-4598 Alexandria VA 22304 67.30% 1.31x
Associates Eisenhower Avenue
- ----------------------------------------------------------------------------------------------------------------------------
75 New Horizon NEW HORIZON APARTMENTS LLC 4975 El Camino Colorado CO 80918 74.10% 1.53x
Apartments Drive Springs
- ----------------------------------------------------------------------------------------------------------------------------
76 Camelot CAMELOT / BRITTANY LIMITED 2001 Slayden Brownwood TX 76801 57.40% 1.51x
PARTNERSHIP
- ----------------------------------------------------------------------------------------------------------------------------
77 Brentwood BRENTWOOD PARK LP 630-640 E. George Bensenville IL 60148 70.20% 1.85x
Street
- ----------------------------------------------------------------------------------------------------------------------------
78 Town & Country TOWN AND COUNTRY PROPERTIES, L.P. 3306 South Pacific Medford OR 97501 65.50% 1.23x
Estates Highway
- ----------------------------------------------------------------------------------------------------------------------------
79 Freestanding CVS 63-57 FRESH POND ASSOCIATES LLC 63-57 Fresh Pond Ridgewood NY 11385 65.20% 1.28x
Road
- ----------------------------------------------------------------------------------------------------------------------------
80 Grayslake GRAYSLAKE APARTMENTS LIMITED 325-365 Neville Grayslake IL 60030 55.80% 2.08x
PARTNERSHIP Drive
- ----------------------------------------------------------------------------------------------------------------------------
81 Carol Stream CAROL STREAM LIMITED PARTNERSHIP 550 & 560 Carol IL 60188 57.50% 1.96x
Gunderson Drive Stream
- ----------------------------------------------------------------------------------------------------------------------------
82 Gunderson GUNDERSON DRIVE LIMITED 580 & 590 East Carol IL 60188 57.50% 1.83x
Apartments PARTNERSHIP Gunderson Drive Stream
- ----------------------------------------------------------------------------------------------------------------------------
83 Landmark Office FRED E STILLMAN,SYLVIA S. 125 Greenwich Greenwich CT 6839 46.30% 1.45x
Building HALPERN, RAYMO Avenue
- ----------------------------------------------------------------------------------------------------------------------------
84 Castle Loma CASTLE LOMA VENTURES, INC. 2457 West U.S. -- Mesquite TX 75150 64.20% 1.28x
Apartments 80
- ----------------------------------------------------------------------------------------------------------------------------
85 Friendly Silverman FRIENDLY SILVERMAN HOLDING CORP. Multiple Multiple Mul- Mul- 56.90% 1.27x
tiple tiple
- ----------------------------------------------------------------------------------------------------------------------------
86 William B. Travis WILLIAM B. TRAVIS, LLC 4818 Avenue R -- Galveston TX 77551 69.40% 1.32x
Apartments 1/2
- ----------------------------------------------------------------------------------------------------------------------------
87 Woodland Apartments WOODLANDS LIMITED PARTNERSHIP 1217 Kings Court West IL 60185 59.80% 2.11x
Chicago
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
